As filed with the Securities and Exchange Commission on October 27, 1994.
                                               Registration No. 33-             
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                                
                                       FORM S-3
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                                
                                  KIRBY CORPORATION
                (Exact name of registrant as specified in its charter)
               Nevada                                            74-1884980
     (State or other jurisdiction of incorporation or organization)
               (I.R.S. Employer Identification No.)

                1775 St. James Place, Suite 300, Houston, Texas 77056
                                    (713) 629-9370
     (Address, including zip code, and telephone number, including area code, of
     registrant's principal executive offices)
                                                
                               GEORGE A. PETERKIN, JR.
                                      President
                                  Kirby Corporation
                           1775 St. James Place, Suite 300
                                 Houston, Texas 77056
                                    (713) 629-9370
                       (Name, address, including zip code, and
             telephone number, including area code, of agent for service)

                                      Copies to:

     HENRY GILCHRIST
     Jenkens & Gilchrist, a Professional Corporation
     1445 Ross Avenue, Suite 3200
     Dallas, Texas  75202-2799

     THOMAS P. MASON
     Andrews & Kurth L.L.P.
     4200 Texas Commerce Tower
     Houston, Texas  77002

                                                
          Approximate date of commencement of proposed sale to the public:  As
     soon as possible after the Registration Statement becomes effective.
                                                
          If the only securities being registered on this Form are being offered
     pursuant to dividend or interest reinvestment plans, please check the
     following box.   
                                                
          If any of the securities being registered on this Form are to be
     offered on a delayed or continuous basis pursuant to Rule 415 under the
     Securities Act of 1933, other than securities offered only in connection
     with dividend or interest reinvestment plans, check the following box.    

<PAGE>




<TABLE>
                                                         CALCULATION OF REGISTRATION FEE
                     Title of each
                       class of
                      securities
                      registered          Amount to be
                                         registered (1)         Proposed maximum
                                                                    offering
                                                                price per unit(1)          Proposed maximum
                                                                                          aggregate offering
                                                                                              price (1)            Amount of
                                                                                                                  registration
                                                                                                                      fee


<CAPTION>
                    <S>                   <C>                         <C>                    <C>                    <C>
                    Debt Securities       $250,000,000                100%                   $250,000,000           $86,207
</TABLE>

     (1)  Estimated solely for the purpose of calculating the registration fee.

          The Registrant hereby amends this Registration Statement on such date
     or dates as may be necessary to delay its effective date until the
     Registrant shall file a further amendment which specifically states that
     this Registration Statement shall thereafter become effective in accordance
     with Section 8(a) of the Securities Act of 1933 or until the Registration
     Statement shall become effective on such date as the Commission, acting
     pursuant to said Section 8(a), may determine.
                                                                                

<PAGE>



                                  KIRBY CORPORATION


                                   Debt Securities

                                      __________


          Kirby Corporation (the "Company") may offer at any time, or from time
     to time, its debt securities consisting of debentures, notes and/or other
     unsecured evidences of indebtedness (the "Debt Securities") with an
     aggregate initial offering price not to exceed $250,000,000.  The Company
     will offer the Debt Securities to the public on terms determined by market
     conditions.  The Debt Securities may be offered separately or together, in
     separate series, in amounts, at prices and on terms to be determined at the
     time of sale and to be set forth in supplements to this Prospectus.  The
     Debt Securities may be sold for U.S. dollars or one or more foreign or
     composite currencies and the principal of, premium, if any, and interest,
     if any, on the Debt Securities may likewise be payable in U.S. dollars or
     one or more foreign or composite currencies.

          The terms of the Debt Securities, including where applicable the
     specific designation, aggregate principal amount, denominations, maturity,
     rate (which may be fixed or variable) and time of payment of interest, if
     any, purchase price, any terms for mandatory redemption or redemption at
     the option of the Company or the holder, the initial public offering price,
     and the names of any underwriters or agents and any other terms in
     connection with the offering and sale of the Debt Securities in respect of
     which this Prospectus is being delivered, will be set forth in the
     accompanying Prospectus Supplement (the "Prospectus Supplement").

          The Debt Securities may be offered through underwriters, agents or
     dealers, or directly to purchasers by the Company.  If an underwriter,
     agent or dealer is involved in the offering of any Debt Securities, the
     underwriter's discount, agent's commission or dealer's purchase price will
     be described in an applicable Prospectus Supplement, and the net proceeds
     to the Company from such offering will be the public offering price of the
     offered Debt Securities less such discount in the case of an underwriter,
     the purchase price of the offered Debt Securities in the case of a dealer,
     and less, in each case, the other expenses of the Company associated with
     the issuance and distribution of such Debt Securities.  See "Plan of
     Distribution."

                                      __________


       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
                                     AND EXCHANGE
       COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                                       EXCHANGE
      COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
                                       ADEQUACY
        OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                       OFFENSE.

                                      __________


          This Prospectus  may  not be  used  to consummate  sales  of the  Debt
     Securities unless accompanied by a Prospectus Supplement.

<PAGE>



                                      __________

          The Date of this Prospectus is ___________________________, 1994.
























































                                          2

<PAGE>




                                AVAILABLE INFORMATION

          The  Company is  subject  to  the  informational requirements  of  the
     Securities  Exchange Act  of 1934,  as amended  (the "Exchange  Act"), and,
     therefore, files reports,  proxy statements and other  information with the
     Securities and Exchange Commission (the "Commission").  Such reports, proxy
     statements and other information can be inspected and  copied at the public
     reference  facilities maintained  by the  Commission  at 450  Fifth Street,
     N.W.,  Washington, D.C. 20549; at its New York Regional Office, Seven World
     Trade Center, New York, New York 10048; and at its Chicago Regional Office,
     Northwestern Atrium Center, 500 West  Madison Street, Suite 1400,  Chicago,
     Illinois 60661.   Copies of  such material  can be  obtained at  prescribed
     rates, by  writing to the  Public Reference Section of  the Commission, 450
     Fifth Street,  N.W., Washington,  D.C. 20549.   Such material  can also  be
     inspected at the American Stock  Exchange, 86 Trinity Place, New  York, New
     York 10006, on which the Company's Common Stock is listed.

          This Prospectus constitutes a part of a Registration Statement on Form
     S-3 (together  with all amendments,  supplements and exhibits  thereto, the
     "Registration  Statement") filed by  the Company with  the Commission under
     the  Securities Act  of 1933,  as  amended (the  "Securities  Act").   This
     Prospectus omits certain of  the information set forth in  the Registration
     Statement (in accordance with the rules and regulations of the Commission),
     and  reference is  hereby made  to the  Registration Statement  and related
     exhibits for further  information with respect to the  Company and the Debt
     Securities.


                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The  following documents  previously  filed by  the  Company with  the
     Commission are incorporated in and made a part of this Prospectus:

          (i)  Quarterly Reports on Form  10-Q for the quarters ended  March 31,
          1994 and June 30, 1994; and

          (ii) Annual Report on Form 10-K for the year ended December 31, 1993.

          All documents filed by  the Company pursuant to Section  13(a), 13(c),
     14 or 15(d) of  the Exchange Act subsequent to the  date of this Prospectus
     and prior to the termination of the offering made hereby shall be deemed to
     be incorporated by  reference in this  Prospectus and to  be a part  hereof
     from the date of filing of  such documents.  Any statement contained herein
     or  in a  document  incorporated or  deemed to  be  incorporated herein  by
     reference shall be deemed to be modified or superseded for  purposes of the
     Registration Statement and this  Prospectus to the extent that  a statement
     contained herein or in any subsequently filed document which also is, or is
     deemed  to be, incorporated by reference herein modifies or supersedes such
     statement.   Any  such statement  so modified  or superseded  shall  not be
     deemed, except  as so modified or  superseded, to constitute a  part of the
     Registration Statement or this Prospectus.

          The  Company will provide without  charge to each  person to whom this
     Prospectus is delivered, including any beneficial owner of shares of Common
     Stock, on the written or oral request of such person, a copy of any  or all
     of the documents incorporated  by reference herein (other than  exhibits to
     such  documents  unless  such  exhibits are  specifically  incorporated  by

                                          3

<PAGE>



     reference into such documents).  Request for such copy or  copies should be
     directed to G. Stephen Holcomb, Vice President, Kirby Corporation, P.O. Box
     1745, Houston, Texas 77251-1745; telephone (713) 629-9370.


                                     THE COMPANY

     General

          Kirby Corporation  ( Kirby  or  the  Company )  is primarily a  marine
     transportation company engaged, through  its subsidiaries, in the operation
     of vessels on the inland waterway system of the United States and in United
     States  coastwise  and  foreign trade.    Kirby  is  also engaged,  through
     subsidiaries, in diesel repair and property and casualty insurance.

          The  Company s  principal executive  offices are  located at  1775 St.
     James  Place, Suite 300, Houston, Texas 77056-3453 and its telephone number
     is  (713)  629-9370.   The Company s  mailing address  is  P. O.  Box 1745,
     Houston, Texas 77251-1745.

     Marine Transportation

          The  Company s  marine  transportation business  is  conducted through
     three  divisions,  organized around  the markets  they  serve:   the Inland
     Chemical  Division,  engaged in  the  inland  transportation of  industrial
     chemicals and  agricultural chemicals by  tank barges;  the Inland  Refined
     Products  Division,  engaged  in   the  inland  transportation  of  refined
     petroleum  products by tank barges;  and the Offshore  Division, engaged in
     the  offshore  transportation of  petroleum  products  by ocean-going  tank
     barges and tankers and dry  bulk, container and palletized cargo by  ocean-
     going  barges and  break-bulk and  container ships.   The  Company s marine
     transportation divisions are strictly  providers of transportation services
     and do not assume ownership of any of the products they transport.

          The Inland  Chemical Division serves industrial  chemical companies by
     delivering  petrochemical  feedstocks, processed  chemicals, lube  oils and
     agricultural  chemicals to  industry users.   The  Inland  Refined Products
     Division serves Gulf Coast refineries by transporting gasoline, diesel fuel
     and  jet fuel to waterfront terminals.   Each division operates inland tank
     barges to destinations  along the Gulf  Intracoastal Waterway, the  Houston
     Ship Channel, the Mississippi River and its tributaries and the Ohio River.
     As of  October 25, 1994, the combined fleet of these divisions consisted of
     403 tank barges, 108 towing vessels and seven harbor tugboats.

          The  Offshore  Division  transports  petroleum  products,   dry  bulk,
     container  and palletized  cargos, including  agricultural commodities,  to
     markets worldwide, with particular emphasis on ports in the Gulf of Mexico,
     along  the Atlantic Seaboard, in  the Caribbean Basin,  South America, West
     Africa and Europe.  As of October 25, 1994, offshore movements of primarily
     refined petroleum products were provided by ten tankers and two ocean-going
     tank  barge and tug units.   Dry bulk cargo  movements were provided by six
     ocean-going  barge  and  tug  units  and containers  and  palletized  cargo
     movements were provided  by three  break-bulk and container  ships and  one
     ocean-going barge and tug unit.

     Diesel Repair



                                          4

<PAGE>



          The  Company s diesel repair business  is engaged in  the overhaul and
     repair of diesel engines  and related parts sales in two  distinct markets:
     the marine market, serving vessels powered by large diesel engines utilized
     in  the various inland and  offshore marine industries;  and the locomotive
     market, serving the shortline and industrial railroad markets.

          The  marine market  has five  service facilities  that serve  the Gulf
     Coast,  the  East  Coast,  the Midwest,  the  West  Coast  and  the Pacific
     Northwest  markets.    Customers in  this  market  include  the inland  and
     offshore barge  industries, offshore  petroleum and well  service industry,
     offshore commercial fishing industry and the United States Government.

          The  locomotive  market is  served  through a  facility  in Nashville,
     Tennessee.  As an  exclusive distributor for the Electromotive  Division of
     General Motors Corporation,  the locomotive  business provides  replacement
     parts, service and support for locomotives serving shortline and industrial
     railroads within the continental United States.


     Property and Casualty Insurance

          The Company s  property and casualty insurance business  is engaged in
     the writing  of property and casualty insurance primarily through Universal
     Insurance Company ( Universal ) in the Commonwealth of Puerto Rico.  A full
     service  property and casualty insurer, with emphasis on the property lines
     of  business,  Universal  is  ranked  third  among  Puerto  Rico  insurance
     companies in terms of policyholders  surplus and admitted assets.

          On September 25, 1992, Universal merged with Eastern America Insurance
     Company ( Eastern America ), a property  and casualty insurance company  in
     Puerto Rico, with Universal being the surviving entity.  As  of October 25,
     1994, the  Company owned  approximately 58%  of  Universal s voting  common
     stock  with  the  remaining  approximately 42%  owned  by  Eastern  America
     Financial  Group,  Inc. ( Eastern  America  Group ), the  former  parent of
     Eastern  America.   The  Company  owns 100%  of the  non-voting  common and
     preferred  stocks  of Universal.   In  accordance  with a  1992 shareholder
     agreement  among Universal, the Company  and Eastern America Group, through
     options  and redemption  rights, Universal  has the  right to  purchase the
     Company s interest in Universal over a period of up to 12 years, the result
     of  which  would be  Eastern  America  Group  becoming  the sole  owner  of
     Universal s  stock.     Since  December  1992,  the  Company  has  received
     $15,000,000  from the  redemption by Universal  of its  capital stock.   In
     August 1994, Eastern America Group purchased additional voting common stock
     from Universal for a purchase price of $7,000,000.


     Recent Developments

          On July, 1, 1994, the Company purchased a single hull U.S. flag tanker
     from  Tosco  Refining  Company.   After  undergoing  extensive  capitalized
     restorations  and  modifications,  the  tanker was  placed  in  service  in
     September  1994 in  the carriage  of refined  petroleum products  in United
     States coastwise trade  and will operate  under a three-year charter.   The
     tanker has a capacity of 266,000 barrels and a deadweight tonnage of 37,750
     and  is scheduled  to be retired  from service  in accordance  with the Oil
     Pollution  Act  of  1990  ( OPA )  on  January  1,  1999.    The  Company s
     established  bank  revolving  credit  agreement provided  funding  for  the
     transaction.

                                          5

<PAGE>



          On  July 1,  1994, the Company  announced the  signing of  a letter of
     intent to purchase  from The Dow Chemical  Company ( Dow ), 65 inland  tank
     barges, one  river towboat and  two shifting boats. Also,  the Company will
     purchase, assume with owner's  consent or sublease an additional  31 inland
     tank barges and  two towboats presently in Dow s service.   Under the terms
     of the letter of intent, Dow will enter into a contract with the Company to
     provide service for all  of Dow s inland bulk liquid  marine transportation
     requirements  for a  period of  10 years.  Dow is  a major  manufacturer of
     petrochemicals, industrial  chemicals and related bulk  liquid products and
     historically  has used  its  own barges  and  outside towing  resources  to
     service its  inland marine transportation  requirements.  Dow  produces its
     products at  its  Freeport, Texas  manufacturing complex,  other plants  in
     Louisiana and at various other United States locations. A number of the Dow
     plants, as well as their suppliers and customers, rely extensively on water
     transportation for moving products between  Dow s manufacturing facilities,
     for shipment  to the  ultimate  users and  to  move certain  raw  materials
     purchased by  Dow.  The  closing of the  transaction, which is  expected to
     occur in the fourth quarter of  1994, is subject to the negotiation  of the
     necessary  definitive agreements  and approvals  by the  management  of the
     Company  and  Dow.   The  transaction, if  consummated,  will be  funded by
     borrowings under the Company s revolving credit agreement.

          On July 21,  1994, the Company purchased three U.S.  flag tankers from
     OMI Corp. for $23,750,000.  The single  hull tankers will transport refined
     petroleum products primarily between the United  States Gulf Coast, Florida
     and the mid-Atlantic states.   Currently, one  of the tankers is  operating
     under  a  six-month charter  effective October  1994  and one  is chartered
     effective  November  1994 for  a one  year  period.   The  remaining tanker
     operates in  the spot market.   Both of  the charters have  option periods.
     Each  of  the  tankers  has  a total  capacity  of  266,000  barrels  and a
     deadweight  tonnage  of 37,853.    In accordance  with  the OPA,  the three
     tankers will be retired  from service on January 1, 2000.   Funding for the
     transaction was  provided through the Company s  established bank revolving
     credit agreement.

          On August  1, 1994, the  Board of Directors authorized  the Company to
     purchase  up  to  2,000,000  shares  of  its  own  common  stock.     Prior
     authorization for the repurchase of the Company common stock was superseded
     by this authorization.   The Company is authorized  to purchase the  common
     stock  on   the  American  Stock  Exchange  and   in  privately  negotiated
     transactions.   When  purchasing common  stock, the  Company is  subject to
     price, trading volume and other  market considerations.  Shares repurchased
     may be  used for reissuance upon  the exercise of stock  options, in future
     acquisitions for stock  or for  other appropriate corporate  purposes.   To
     date,  the  Company  has   not  purchased  any  common  stock   under  this
     authorization.

          On  August 24, 1994,  the Company  discontinued its  direct, all-water
     containership service from  central United States  (Memphis) to Mexico  and
     Central America.  The  service was provided by  the Company s wholly  owned
     subsidiary,  Americas  Marine  Express, Inc.    The  service  was met  with
     aggressive  pricing  from  its competitors  and  the  prospects for  future
     profitability did not warrant continuation of the service.  Since inception
     in February 1994,  the operation incurred operating losses  and anticipated
     shut-down expenses  of approximately $2,350,000 ($1,500,000  after taxes or
     $.05 per share).

<TABLE>
                          RATIO OF EARNINGS TO FIXED CHANGES

                                          6




          The  following table set forth the ratio of the Company's consolidated
     earnings to fixed charges for all periods presented.

                                    Year ended December 31,                                    Six months ended
                                                                                                   June 30,           
<CAPTION>
               <C>             <C>             <C>             <C>             <C>            <C>             <C>
               1993            1992            1991            1990            1989           1994            1993

               4.70x           2.80x           3.84x           3.86x           3.07x           3.24x           3.90x

</TABLE>


          For the purpose  of computing the ratio of earnings  to fixed charges,
     "earnings"  consists of earnings before  taxes on income.   "Fixed charges"
     include  interest  expense on  debt and  one-third  of the  operating lease
     expenses,  which is considered to be representative of the interest factor.
     A statement setting forth the computation of the ratio of earnings to fixed
     charges for  each of the periods presented above  is filed as an exhibit to
     the Registration Statement of which this Prospectus is a part.










































                                          7

<PAGE>




                                   USE OF PROCEEDS

          The net proceeds  from the sale of the  Debt Securities offered hereby
     will  be used  for general  corporate purposes,  which may  include without
     limitation, the  repayment of indebtedness and  funding future acquisitions
     and working capital requirements.


                            DESCRIPTION OF DEBT SECURITIES

          The  following  description  summarizes  certain  general  terms   and
     provisions  of  the Debt  Securities.   The  particular terms  of  the Debt
     Securities,  including the  nature  of any  variations  from the  following
     general provisions, will be described in the Prospectus Supplement relating
     to such Debt Securities.

          The  Debt Securities  may be  issued in  one or  more series  under an
     Indenture between the Company and Texas Commerce Bank National Association,
     as  Trustee  (the   "Trustee"),  dated  as  of   _____________,  1994  (the
     "Indenture").   The Indenture  has been  filed  with the  Commission as  an
     exhibit to the Registration Statement of which this Prospectus  constitutes
     a part and is incorporated by reference herein.

          The  following summary of certain provisions of the Indenture does not
     purport to be complete and is subject to, and is  qualified in its entirety
     by  reference to, all provisions of the Indenture, including the definition
     therein of certain  terms.   All article and  section references  appearing
     herein are  to articles and  sections of  the Indenture.   Unless otherwise
     defined  herein, all capitalized terms shall have the definitions set forth
     in the Indenture.

     General

          The Debt Securities to be issued under the Indenture will be unsecured
     general obligations  of the Company and will rank pari passu with all other
     unsecured  and unsubordinated indebtedness of the Company from time to time
     outstanding.   The Debt  Securities are  currently limited  to $250,000,000
     aggregate initial offering price,  or the equivalent thereof in one or more
     foreign  or  composite  currencies.    The  Debt  Securities  will  not  be
     convertible into the common stock or any other securities of the Company.

          The Debt Securities are obligations exclusively  of the Company, which
     is a  holding company.  Since  the operations of the  Company are currently
     conducted principally  through wholly-owned subsidiaries, the  cash flow of
     the Company, and therefore  its ability to service its debt,  including the
     Debt  Securities,  is  dependent   in  part  upon  the  earnings   of  such
     subsidiaries and the distribution of those earnings to the Company or  upon
     other  payments of funds to the Company  by such subsidiaries.  The payment
     of dividends and the provision of certain loans and advances to the Company
     by such subsidiaries  may be  subject to certain  statutory or  contractual
     restrictions, including financial and other restrictive covenants contained
     in agreements relating to indebtedness of the Company or its subsidiaries.

          In  addition,  the  rights  of  the  Company  to  participate  in  any
     distribution  of  assets   of  any  subsidiary  upon   its  liquidation  or
     reorganization or otherwise  (and thus the ability  of Holders of the  Debt
     Securities  to benefit  from such  distribution) are  subject to  the prior

                                          8

<PAGE>



     claims  of creditors  of  the subsidiary,  except to  the  extent that  the
     Company  may itself  be  a creditor  with  recognized claims  against  that
     subsidiary, and  to the prior claims of holders of preferred stock, if any,
     issued by the Company's subsidiaries.  Claims on the Company's subsidiaries
     by creditors  may include claims of  holders of indebtedness  and claims of
     creditors  in the ordinary course  of business, including  claims for trade
     payables and claims  for damages by tort  claimants.  As of  June 30, 1994,
     the  Company's  total consolidated  indebtedness  was  approximately $120.2
     million,  of which approximately $73.2 million consisted of indebtedness of
     the  Company's subsidiaries.    The  amount  of  claims  on  the  Company's
     subsidiaries by holders of indebtedness, other creditors and tort claimants
     may increase  or decrease,  and additional  claims may  be incurred  in the
     future.    The  Indenture does  not  limit  the  ability  of the  Company's
     subsidiaries to incur indebtedness or issue preferred stock.


          The Prospectus  Supplement will describe  the following  terms of  the
     Debt Securities being offered:   (1) the title of the Debt  Securities; (2)
     any limit on the aggregate principal amount of the Debt Securities; (3) the
     date or dates  on which the Debt  Securities may be issued and  the date or
     dates  (or the method of  determination thereof) on  which the principal of
     (and premium, if any, on) the  Debt Securities are or will be payable;  (4)
     the  rate  or rates  (which may  be fixed  or variable)  at which  the Debt
     Securities will bear interest, if any, or the method by which such rate  or
     rates  shall be determined, the date or  dates from which such interest, if
     any, will  accrue, and the basis  on which interest shall  be calculated if
     other than on the basis of a  360-day year of twelve 30-day months; (5) the
     date or dates on  which such interest, if any, on  the Debt Securities will
     be  payable and  the Regular  Record Dates  for any  such Interest  Payment
     Dates;  and  the extent  to which,  or the  manner  in which,  any interest
     payable on  a global Debt Security ("Global  Notes") on an Interest Payment
     Date will be  paid if other than in the  manner described under "Book-Entry
     System" below; (6) each office or agency where, subject to the terms of the
     Indenture  as  described  below  under  "Payment and  Paying  Agents,"  the
     principal of, and premium, if any,  and any interest on the Debt Securities
     will be payable and  each office or agency  where, subject to the  terms of
     the  Indenture as  described below  under "Denominations,  Registration and
     Transfer,"  the  Debt  Securities  may be  presented  for  registration  of
     transfer or  exchange; (7) the period or periods within which, the price or
     prices  at  which,  and  the  terms and  conditions  upon  which  the  Debt
     Securities  may  be  redeemed  at  the  option  of  the  Company;  (8)  the
     obligation, if any, of the Company to redeem, to repay or purchase the Debt
     Securities  at the  option of a  Holder thereof  and the  period or periods
     within which,  the price or  prices at which  and the terms  and conditions
     upon  which the Debt Securities will redeemed, repaid or purchased pursuant
     to any  such obligation; (9) whether  the Debt Securities are  to be issued
     with  original issue discount within the  meaning of Section 1273(a) of the
     Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
     thereunder;  (10) whether the Debt Securities are  to be issued in whole or
     in part in the form of one or more Global Notes and, if so, the identity of
     the depositary,  if any, for such Global Note  or Notes; (11) if other than
     Dollars,  the Foreign Currency or  Currencies or Foreign  Currency Units in
     which the principal of, and  premium, if any, and any interest on  the Debt
     Securities shall or may be paid and, if applicable, whether at the election
     of  the  Company  and/or  the  Holder, and  the  conditions  and  manner of
     determining the  exchange rate or rates;  (12) any index used  to determine
     the amount of payment of principal of and premium, if any, and any interest
     on  the Debt Securities; (13) any  addition to, or modification or deletion

                                          9

<PAGE>



     of, any Events  of Default or  covenants provided for  with respect to  the
     Debt Securities; (14) any  other detailed terms and provisions of  the Debt
     Securities that are not inconsistent with the Indenture (Section 301).  Any
     such Prospectus Supplement  will also describe  any special provisions  for
     the payment of additional amounts with respect to the Debt Securities.

          The Debt Securities may be issued as Discount Securities to be sold at
     a substantial discount below their principal amount.  "Discount Securities"
     means  any Debt Securities issued with original issue discount for purposes
     of the  Code.  Special  United States income  tax and other  considerations
     applicable  to Discount  Securities  will be  described  in the  Prospectus
     Supplement relating  thereto.   Discount  Securities  may provide  for  the
     declaration or acceleration  of the  Maturity of  an amount  less than  the
     principal amount thereof upon the occurrence of an Event of Default and the
     continuation thereof (Sections 101, 502).

          The  Indenture provides that the Debt Securities  may be issued in one
     or more series thereunder, in each case as authorized  from time to time by
     the Board  of Directors of the  Company.  The Indenture  also provides that
     there may be  more than one Trustee under the  Indenture, each with respect
     to one or more  different series of Debt Securities.  At a time when two or
     more Trustees  are acting,  each with respect  to only certain  series, the
     term "Debt  Securities" as used  herein shall mean  the one or  more series
     with respect  to which each  respective Trustee  is acting.   In the  event
     there is  more than one Trustee  under the Indenture, the  powers and trust
     obligations of each Trustee  as described herein  shall extend only to  the
     one or  more series of Debt  Securities for which  it is Trustee.   If more
     than one Trustee is  acting under the Indenture,  then the Debt  Securities
     (whether of  one or more than one series) for  which each Trustee is acting
     shall in effect be treated as if issued under separate indentures.

          The Indenture does  not contain  any provisions that  would limit  the
     ability  of the Company  to incur indebtedness.   Reference is  made to the
     Prospectus  Supplement  related to  the series  of Debt  Securities offered
     thereby  for information with respect to  any deletions from, modifications
     of  or  additions to  the Events  of Default  or  covenants of  the Company
     applicable to such Debt Securities that are described herein.

          Under the Indenture, the Company will have the ability, in addition to
     the ability  to issue Debt  Securities with  terms different from  those of
     Debt Securities previously issued,  without the consent of the  Holders, to
     reopen a previous issue of a series of Debt Securities and issue additional
     Debt Securities of such series, in an aggregate principal amount determined
     by the Company.

          The  Company  will  initially  appoint Texas  Commerce  Bank  National
     Association to  serve as Trustee  under the Indenture and  Chemical Bank as
     Paying Agent.  Texas Commerce Bank National Association, in its capacity as
     Trustee, will be responsible  for, among other things, transmitting  to the
     Company any notices or  other communications from Holders and  transmitting
     to the Holders notice of the occurrence of any Event of Default (as defined
     below)  as soon as practicable after obtaining knowledge thereof.  Chemical
     Bank, in its capacity as Paying Agent, will be responsible for, among other
     things, maintaining a record of the registration of ownership, exchange and
     transfer  of the Debt Securities and accepting Debt Securities for exchange
     and transfer  and ensuring that payments  of the principal and  premium, if
     any,  and  interest  received from  the  Company  in  respect  of the  Debt
     Securities are duly paid to the registered Holders thereof.

                                          10

<PAGE>



     Denominations, Registration and Transfer

          The Debt Securities of a series may be issuable in whole or in part in
     the form of one or more Global Notes, as described  below under "Book-Entry
     System."   Unless otherwise provided in an applicable Prospectus Supplement
     with respect  to a series of  Debt Securities, the Debt  Securities will be
     issuable in  fully registered form  and in  denominations of $1,000  or any
     multiple  thereof.    One  or  more  Global  Notes  will  be  issued  in  a
     denomination or  aggregate denominations  equal to the  aggregate principal
     amount  of Outstanding Debt Securities  of the series  to be represented by
     such Global Note or Notes (Sections 201, 301, 302, 304).

          The  Debt Securities of any series (other  than a Global Note) will be
     exchangeable for  other Debt Securities  of the same  series and of  a like
     aggregate principal amount and tenor of different authorized denominations.
     The Debt  Securities may be presented  for exchange as  provided above, and
     Debt  Securities  (other  than   a  Global  Note)  may  be   presented  for
     registration of transfer (with  the form of transfer endorsed  thereon duly
     executed), at the office of the Security Registrar or co-Security Registrar
     designated by  the Company for such  purpose with respect to  any series of
     Debt  Securities and referred  to in  an applicable  Prospectus Supplement,
     without service charge and upon payment of any taxes and other governmental
     charges as described  in the Indenture.  Such transfer  or exchange will be
     effected  upon  the  Security  Registrar  or  co-Security  Registrar  being
     satisfied with the documents of title and identity of the person making the
     request.    The Company  has appointed  the  Trustee as  Security Registrar
     (Section 305).

     Payment and Paying Agents

          Unless otherwise  indicated  in an  applicable Prospectus  Supplement,
     payment  of principal of, and premium, if any, and any interest on the Debt
     Securities will be made at the office of such Paying Agent or Paying Agents
     as  the Company may designate from time to  time, except that at the option
     of  the Company payment of any interest may  be made (i) by check mailed to
     the address  of the Person entitled thereto as such address shall appear in
     the Security Register or (ii) by wire transfer to an  account maintained by
     the person entitled thereto (Section  307).  Payment of any  installment of
     interest  on the Debt Securities will  be made to the  Person in whose name
     such Debt  Security is registered at  the close of business  on the Regular
     Record Date for such interest (Section 307).

          Unless  otherwise  indicated in  an applicable  Prospectus Supplement,
     Chemical Bank  will act  as the  Company's sole  Paying  Agent through  its
     office in the Borough  of Manhattan, The City of New York,  with respect to
     the Debt Securities.  Any Paying Agents outside the United States and other
     Paying Agents in the United States initially designated by  the Company for
     the  Debt  Securities  being offered  will  be  named  in the  accompanying
     Prospectus  Supplement.  The Company  may at any  time designate additional
     Paying Agents or  rescind the designation of any Paying  Agent or approve a
     change  in  the  office through  which  any  Paying  Agent acts;  provided,
     however, the  Company will be required  to maintain a Paying  Agent in each
     Place of Payment for such series.

          All moneys paid  by the Company to the  Trustee or a Paying  Agent for
     the  payment of principal of, and premium,  if any, and any interest on any
     Debt Securities  that remain unclaimed at  the end of two  years after such
     principal, premium  or interest shall  have become due and  payable will be

                                          11

<PAGE>



     repaid to the Company, and the Holder of such Debt  Security may thereafter
     look only to the Company for payment thereof (Section 1103).

     Book-Entry System

          The Debt Securities of  a series may be issued in whole  or in part in
     the form of  one or more  Global Notes that  will be  deposited with or  on
     behalf  of a  depositary  located in  the  United States  (a  "Depository")
     identified in the Prospectus Supplement relating to such series.

          The specific terms of  the depositary arrangement with respect  to any
     Debt Securities of a series will  be described in the Prospectus Supplement
     relating  to such  series.   The  Company  anticipates that  the  following
     provisions will apply to all depositary arrangements.

          Unless  otherwise specified  in an  applicable  Prospectus Supplement,
     Debt Securities that are to be represented by a Global Note to be deposited
     with  or on behalf  of a  Depositary will be  represented by a  Global Note
     registered  in  the name  of  such Depositary  or  its nominee.    Upon the
     issuance of  a Global  Note  in registered  form, the  Depositary for  such
     Global  Note will credit on its book-entry registration and transfer system
     the respective principal amounts of the Debt Securities represented by such
     Global Note  to the accounts of  institutions that have accounts  with such
     Depositary  or its nominee ("participants").   The accounts  to be credited
     shall  be designated by the underwriters  or agents of such Debt Securities
     or by the Company, if such Debt Securities are offered and sold directly by
     the Company.  Ownership of  beneficial interests in such Global  Notes will
     be  limited  to participants  or persons  that  may hold  interests through
     participants.   Ownership of beneficial  interests by participants  in such
     Global Notes  will be shown on, and the transfer of that ownership interest
     will be effected only through, records maintained by the Depositary  or its
     nominee  for such Global Note.  Ownership of beneficial interests in Global
     Notes by persons that hold  through participants will be shown on,  and the
     transfer  of  that  ownership  interest  within such  participant  will  be
     effected only through, records maintained by such participant.  The laws of
     some  jurisdictions  require that  certain  purchasers  of securities  take
     physical delivery and such securities in definitive form.  Such limits  and
     such laws  may impair  the ability  to transfer beneficial  interests in  a
     Global Note.

          So long as  the Depositary for a  Global Note, or its  nominee, is the
     registered owner of such Global Note, the Depositary or its nominee, as the
     case may  be, will  be  the sole  Holder of  the  Global Notes  represented
     thereby for all purposes under the Indenture.  Except as otherwise provided
     in  this section, the  beneficial owners of  such Global Notes  will not be
     entitled to receive physical delivery of Certificated Notes and will not be
     considered the Holders thereof for any purpose under the  Indenture, and no
     Global  Notes shall be  exchangeable or  transferrable.   Accordingly, each
     person  owning a  beneficial interest  in a  Global Note  must rely  on the
     procedures of the  Depositary and, if such person is  not a participant, on
     the  procedures of  the  participant through  which  such person  owns  its
     interest in order to exercise any rights of a Holder under the Indenture.  

          Payment of  principal of, premium,  if any, and  any interest on  Debt
     Securities registered in the name of or held by a Depositary or its nominee
     will be made  to the Depositary or its nominee, as  the case may be, as the
     registered owner or  the holder of the  Global Note representing such  Debt
     Securities.   None  of the Company,  the Trustee,  any Paying  Agent or the

                                          12

<PAGE>



     Security Registrar for such Debt Securities will have any responsibility or
     liability for  any aspect of  the records relating  to or payments  made on
     account of  beneficial ownership interests  in a Global Note  for such Debt
     Securities  or  for  maintaining,  supervising  or  reviewing  any  records
     relating to such beneficial ownership interests.

          The  Company  expects that  the Depositary  for  Debt Securities  of a
     series,  upon receipt of  any payment of principal,  premium or interest in
     respect of a  permanent Global Note, will credit  immediately participants'
     accounts  with  payments  in  amounts  proportionate  to  their  respective
     beneficial interests in the principal amount  of such Global Note as  shown
     on the  records of such Depositary.  The Company also expects that payments
     will  be governed by standing  instructions and customary  practices, as is
     now  the case  with  the securities  held  for  the accounts  of  customers
     registered  in  "street  name," and  will  be  the  responsibility of  such
     participants and not the Company.

          A  Global  Note may  not  be  transferred except  as  a  whole by  the
     Depositary for such  Global Note to  a nominee of  such Depositary or  by a
     nominee of such  Depositary to such  Depositary or another nominee  of such
     Depositary or by such Depositary or any such nominee to a successor of such
     Depositary  or a nominee of such successor  (Section 304).  If a Depositary
     for Debt Securities  of a  series is  at any  time unwilling  or unable  to
     continue as Depositary and  a successor Depositary is not appointed  by the
     Company  within  90  days,  the  Company  will  issue  Debt  Securities  in
     definitive  registered  form  in exchange  for  the  Global  Note or  Notes
     representing  such Debt  Securities.  In  addition, the Company  may at any
     time  and in its sole discretion determine  not to have any Debt Securities
     represented by one or more Global Notes and, in such event, will issue Debt
     Securities  in definitive registered  form  in exchange  for all the Global
     Notes representing such Debt Securities.  In any such instance, an owner of
     a beneficial  interest  in  a Global  Note  will be  entitled  to  physical
     delivery in definitive form of Debt Securities of the series represented by
     such Global Note equal in principal  amount to such beneficial interest and
     to have such Debt Securities registered in its name.

     Covenants

          The Indenture requires the Company to maintain its corporate existence
     and maintain an office or agency where Debt Securities may  be presented or
     surrendered for payment, transfer or exchange.

          The Indenture  does not  contain any financial  performance covenants.
     Consequently, the Company is not required  under the Indenture to meet  any
     financial tests such as  those that measure the Company's  working capital,
     interest coverage,  fixed charge  coverage, amount  of indebtedness or  net
     worth in order to maintain compliance with the terms of the Indenture.

     Events of Default

          The following are Events  of Default under the Indenture  with respect
     to the Debt Securities:  (a) failure to pay  principal of or any premium on
     any Debt  Security of that series when due; (b) failure to pay any interest
     on any Debt  Security of that series  when due, continued for  30 days; (c)
     failure to  perform any  other covenant  of the  Company  in the  Indenture
     (other than a covenant included in  the Indenture solely for the benefit of
     a series of Debt Securities  other than the series), continued for  60 days
     after written  notice as provided  in the Indenture; (d)  certain events in

                                          13

<PAGE>



     bankruptcy, insolvency  or  reorganization;  and (e)  any  other  Event  of
     Default  provided with respect to  Debt Securities of  that series (Section
     501).   If any  Event of Default  with respect  to Debt  Securities of  any
     series at any time Outstanding occurs and is continuing, either the Trustee
     or  the Holders  of  at least  25%  in aggregate  principal  amount of  the
     Outstanding Debt Securities of that series may declare the principal amount
     (or, if  the Debt Securities of  that series are Discount  Securities, such
     portion  of the  principal amount  may be  specified in  the terms  of that
     series)  of all the Debt  Securities of that  series to be  due and payable
     immediately.   At any time after a declaration of acceleration with respect
     to Debt Securities of  any series has been made,  but before a judgment  or
     decree based on  acceleration has been obtained, the Holders  of a majority
     in aggregate principal amount of Outstanding Debt Securities of that series
     may,  under  certain circumstances,  rescind  and  annul such  acceleration
     (Section 502).

          The Indenture provides that, subject to the duty of the Trustee during
     default to  act with the  required standard  of care, the  Trustee will  be
     under  no obligation  to exercise  any of  its rights  or powers  under the
     Indenture at  the request or direction  of any of the  Holders, unless such
     Holders  shall have offered  to the  Trustee reasonable  indemnity (Section
     603).  Subject to such provisions  for the indemnification of the  Trustee,
     the Holders of a majority in  aggregate principal amount of the Outstanding
     Debt  Securities of  any series  will have  the right  to direct  the time,
     method  and place of conducting any  proceeding for any remedy available to
     the  Trustee, or exercising  any trust or  power conferred on  the Trustee,
     with respect to the Debt Securities of that series (Section 512).

          The  Company  is  required to  furnish  the  Trustee  annually with  a
     statement  as  to  the  performance  by  the  Company  of  certain  of  its
     obligations under  the Indenture and as to  any default in such performance
     (Section 1109).

     Modification and Waiver

          Modifications of  and amendments to  the Indenture may be  made by the
     Company and the Trustee with  the consent of the Holders of not less than a
     majority in aggregate  principal amount of the  Outstanding Debt Securities
     of  each  series  affected  by such  modification  or  amendment; provided,
     however, that no such modification or  amendment may without the consent of
     the Holder of each  Outstanding Debt Security affected thereby,  (a) change
     the Stated Maturity of the principal of, or any installment of interest, if
     any,  on, any  Debt Security, (b)  reduce the  principal amount  of, or any
     premium  or  interest on,  any  Debt  Security, (c)  reduce  the amount  of
     principal  of Discount  Debt Securities  payable  upon acceleration  of the
     maturity thereof, (d) change  the currency payment of principal of,  or any
     premium or  interest  on,  any  Debt Security,  (e)  impair  the  right  to
     institute suit for the enforcement of any payment on or with respect to any
     Debt  Security, or  (f)  reduce  the  percentage  in  principal  amount  of
     Outstanding Debt Securities of  any series, the consent of whose Holders is
     required for  modification or amendment of  the Indenture or for  waiver of
     compliance  with certain  provisions  of the  Indenture  or for  waiver  of
     certain defaults (Section 1002).

          The  Holders  of  a majority  in  aggregate  principal  amount of  the
     Outstanding Debt Securities of each series may, on behalf of all Holders of
     Debt Securities of that series, waive any  past default under the Indenture
     with respect to Debt Securities of that series, except (i) a default in the

                                          14

<PAGE>



     payment  of principal  or any  premium or  interest or  (ii) a  covenant or
     provision that cannot  be modified or  amended without  the consent of  the
     Holders of each Outstanding Debt Security affected thereby (Section 513).

     Consolidation, Merger, Sale or Lease of Assets

          The  Company shall  not, without  the consent  of the  Holders of  the
     Outstanding Debt Securities under the Indenture, consolidate with  or merge
     into, or transfer or lease  its assets substantially as an entirety  to any
     corporation organized under  the laws of  any domestic jurisdiction  unless
     (i) the successor corporation assumes the Company's obligations on the Debt
     Securities and under the Indenture, (ii) immediately after giving effect to
     the  transactions no Event of Default, and  no event which, after notice or
     lapse  of time,  or both,  would  become an  Event of  Default, shall  have
     occurred  and be  continuing, and  (iii) certain  other conditions  are met
     (Section 901).

     Defeasance

          If  so specified  in the  Prospectus Supplement  with respect  to Debt
     Securities of any series, the  Company will be discharged from any  and all
     obligations in respect  of the Debt Securities  of such series  (except for
     certain obligations to register the transfer or exchange of Debt Securities
     of such series, replace  stolen, lost or mutilated Debt Securities  of such
     series,  maintain paying agencies and hold  moneys for payment in trust) if
     the Company deposits  with the Trustee, in trust,  money or U.S. Government
     Obligations  (as defined) which through the payment of interest thereon and
     principal  thereof in accordance with their terms  will provide money in an
     amount sufficient to  pay all the principal, premium, if  any, and interest
     on the Debt Securities of such series on the dates such payments are due in
     accordance with  the terms of such  Debt Securities.  To  exercise any such
     option,  the Company  is required,  among other things,  to deliver  to the
     Trustee an opinion of counsel  to the effect that (1) the  deposit, related
     defeasance and, if applicable, discharge would not cause the Holders of the
     Debt Securities of such series to recognize income, gain or loss for United
     States income tax purposes and will be subject to federal income tax on the
     same  amount, in the same  manner and at the same  times as would have been
     the case  if such deposit, defeasance and, if applicable, discharge had not
     occurred and (2) if the Debt Securities  of such series are then listed  on
     any  national  securities  exchange,  such  Debt  Securities  would  not be
     delisted from  such exchange  as a  result of the  exercise of  such option
     (Article Thirteen).

     Notices

          Notices  to Holders  will be given  by mail  to the  addresses of such
     Holders as they appear in the Security Register (Section 105).

     Governing Law

          The  Indenture  and  the Debt  Securities  will  be  governed by,  and
     construed in  accordance with, the laws  of the State of  New York (Section
     111).

     Concerning the Trustee

          The Trustee has normal banking relationships with the Company.


                                          15

<PAGE>



                                 PLAN OF DISTRIBUTION

     General

          The Company may sell Debt  Securities to or through underwriters  or a
     group  of underwriters, directly to other purchasers, or through dealers or
     agents.  The distribution of the Debt Securities may be  effected from time
     to time in one or  more transactions at a fixed price or  prices, which may
     be changed,  at market prices  prevailing at  the time of  sale, at  prices
     related to  such prevailing market  prices or at  negotiated prices.   Each
     Prospectus Supplement  will describe the  method of distribution,  and time
     and place  of delivery, of the  offered Debt Securities.   The Company also
     may, from time to time, authorize dealers,  acting as the Company's agents,
     to solicit  offers to purchase  the offered Debt Securities  upon the terms
     and conditions set forth in any Prospectus Supplement.

          In connection with the sale of Debt Securities,  underwriters, dealers
     or agents may  receive compensation from the Company or  from purchasers of
     Debt  Securities for whom they may act as agents, in the form of discounts,
     concessions  or  commissions.     Underwriters,  dealers  and  agents  that
     participate  in the  distribution of  Debt Securities may  be deemed  to be
     "underwriters," and any discounts  or commissions received by them  and any
     profit  on  the resale  of Debt  Securities  by them  may  be deemed  to be
     underwriting discounts and commissions, under the Securities Act.  Any such
     underwriter,  dealer or agent will be identified, and any such compensation
     will be described,  in the  Prospectus Supplement relating  to the  offered
     Debt Securities.

          Under  agreements   that  may   be  entered   into  by   the  Company,
     underwriters,  dealers and agents  that participate in  the distribution of
     Debt Securities may be  entitled to indemnification by the  Company against
     certain liabilities, including liabilities under the Securities Act.

          Each issuance  of a series  of Debt  Securities will constitute  a new
     issue of securities with no established  trading market.  In the event that
     Debt Securities  of a series offered hereunder are not listed on a national
     securities exchange, certain broker-dealers  may make a market in  the Debt
     Securities, but  will not  be obligated  to do so  and may  discontinue any
     market making at any time without notice.   No assurance can be given  that
     any  broker-dealer will make a market in  the Debt Securities of any series
     or as to the liquidity of the trading market for such Debt Securities.

     Delayed Delivery Arrangement

          If  so indicated in the Prospectus Supplement relating to offered Debt
     Securities, the Company will  authorize dealers or other persons  acting as
     the  Company's agents to solicit offers by certain institutions to purchase
     Debt  Securities  from  the  Company pursuant  to  contracts  providing for
     payment and  delivery on  a  future date.    Institutions with  which  such
     contracts  may be  made  include commercial  and  savings banks,  insurance
     companies, pension  funds, investment companies, educational and charitable
     institutions  and  others,  but in  all  cases  such  institutions must  be
     approved by the  Company.  The obligations of any  purchaser under any such
     contract will  be  subject  to the  condition  that the  purchase  of  Debt
     Securities  shall not at the time of  delivery be prohibited under the laws
     of the  jurisdiction to which such  purchaser is subject.   The dealers and
     such  other  agents will  not  have any  responsibility in  respect  of the
     validity or performance of such contracts.

                                          16

<PAGE>



                                    LEGAL OPINIONS

          Certain  matters with respect to  the validity of  the Debt Securities
     offered hereby will be passed upon for the Company by  Jenkens & Gilchrist,
     a  Professional  Corporation,  Dallas,  Texas, and  for  any  underwriters,
     dealers  or agents, as the case may be, by Andrews & Kurth L.L.P., Houston,
     Texas.

                                       EXPERTS

          The financial statements and schedules of the Company and consolidated
     subsidiaries as of December 31, 1992 and 1993 and for the years then ended,
     incorporated  by reference  in this Prospectus,  have been  incorporated by
     reference herein in reliance upon the  reports of KPMG Peat Marwick LLP and
     Deloitte  & Touche  LLP,  independent auditors,  incorporated by  reference
     herein,  and upon the authority of said  firms as experts in accounting and
     auditing.   The reports of KPMG  Peat Marwick LLP  refer to changes  in the
     methods  of accounting for income taxes, postretirement benefits other than
     pensions, certain investments  in debt and equity securities and accounting
     and  reporting   for  reinsurance   of  short-duration   and  long-duration
     contracts.

          The financial statements and schedules of the Company and consolidated
     subsidiaries  as  of  December  31,  1991  and for  the  year  then  ended,
     incorporated by reference  in this  Prospectus, have  been incorporated  by
     reference herein  in reliance  upon the report  of Deloitte  & Touche  LLP,
     independent  auditors,  incorporated  by  reference herein,  and  upon  the
     authority of said firm as experts in accounting and auditing.































                                          17

<PAGE>




                                       PART II

                      INFORMATION NOT REQUIRED IN THE PROSPECTUS

     Item 14.  Other Expenses of Issuance and Distribution.

          Expenses payable in connection with the distribution of the securities
     being registered (estimated except  for the registration fee, substantially
     all of which will be borne by the Company, are as follows:

          Registration fee . . . . . . . . . . . . . . . . . . . . . .  $86,207 
          Printing and engraving expenses  . . . . . . . . . . . . . . . 25,000*
          Legal fees and expenses  . . . . . . . . . . . . . . . . . . . 50,000*
          Accounting fees and expenses . . . . . . . . . . . . . . . .   25,000*
          Fees and expenses of Trustee . . . . . . . . . . . . . . . . . 15,000*
          Blue sky fees and expenses . . . . . . . . . . . . . . . . . . 10,000*
          Rating Agency fees . . . . . . . . . . . . . . . . . . . . .  135,000*
          Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . 13,793*
          Total  . . . . . . . . . . . . . . . . . . . . . . . . . . . $360,000*

                    
     * Estimated

     Item 15.  Indemnification of Directors and Officers.

          (a)  The Restated Articles of Incorporation of the Company provide for
     indemnification as follows:

          "TWELFTH:  1.   The corporation shall indemnify any  person who was or
          is  a party or  is threatened to  be made  a party to  any threatened,
          pending  or  completed  action,  suit or  proceeding,  whether  civil,
          criminal, administrative or investigative,  except an action by or  in
          the right of  the corporation, by reason of the fact that he is or was
          a director,  officer, employee or agent  of the corporation, or  is or
          was serving at the request of the  corporation as a director, officer,
          employee or agent of  another corporation, partnership, joint venture,
          trust  or  other  enterprise, against  expenses,  including attorneys'
          fees, judgments,  fines and  amounts paid  in settlement  actually and
          reasonably  incurred by  him in  connection with  the action,  suit or
          proceeding  if  he acted  in  good  faith and  in  a  manner which  he
          reasonably believed to  be in or not opposed to  the best interests of
          the  corporation,  and,  with  respect   to  any  criminal  action  or
          proceeding,  has  no  reasonable  cause  to believe  his  conduct  was
          unlawful.   The  termination  of any  action,  suit or  proceeding  by
          judgment,  order,  settlement, conviction,  or  upon  a  plea of  nolo
          contendere   or  its  equivalent,  does   not,  of  itself,  create  a
          presumption that the person did not act in good faith and  in a manner
          which  he reasonably  believed to  be in  or not  opposed to  the best
          interests of the corporation,  and that, with respect to  any criminal
          action  or proceeding,  he had  reasonable cause  to believe  that his
          conduct was unlawful.

               2.   The corporation shall indemnify  any person who was or  is a
          party or is threatened to  be made a party to any  threatened, pending
          or completed  action or suit by or in the  right of the corporation to
          procure a  judgment in its favor by  reason of the fact  that he is or
          was a director, officer,  employee or agent of the corporation,  or is
          or  was serving  at  the request  of  the corporation  as a  director,

                                         II-1

<PAGE>



          officer, employee or agent  of another corporation, partnership, joint
          venture, trust or other enterprise against expenses, including amounts
          paid  in  settlement  and  attorneys'  fees  actually  and  reasonably
          incurred by him in  connection with the  defense or settlement of  the
          action  or suit  if he acted  in good faith  and in a  manner which he
          reasonably believed to be in  or not opposed to the best  interests of
          the corporation.   Indemnification shall  not be made  for any  claim,
          issue or matter as to which such a person has been adjudged by a court
          of competent jurisdiction, after  exhaustion of all appeals therefrom,
          to  be liable to the corporation or  for amounts paid in settlement to
          the corporation unless and only to  the extent that the court in which
          the  action  or  suit   was  brought  or  other  court   of  competent
          jurisdiction  determines  upon application  that  in view  of  all the
          circumstances  of the  case,  the  person  is  fairly  and  reasonably
          entitled to indemnity for such expenses as the court deems proper.

               3.   To the extent that a director, officer, employee or agent of
          a  corporation has  been  successful on  the  merits or  otherwise  in
          defense  of any action,  suit or proceeding referred  to in sections 1
          and 2 of  this Article Twelfth, or  in defense of any  claim, issue or
          matter therein,  he  must be  indemnified by  the corporation  against
          expenses, including attorneys' fees, actually  and reasonably incurred
          by him in connection with the defense.

               4.   Any indemnification under sections  1 and 2 of  this Article
          Twelfth, unless ordered  by a court or advanced  pursuant to section 5
          of  this Article  Twelfth, must  be made  by  the corporation  only as
          authorized   in  the   specific   case  upon   a  determination   that
          indemnification of the director, officer,  employee or agent is proper
          in the circumstances.  The determination must be made:

                    (a)  By the stockholders;

                    (b)  By  the board of directors by majority vote of a quorum
               consisting of directors who were not parties  to the act, suit or
               proceeding;

                    (c)  If a majority vote of  a quorum consisting of directors
               who were not parties to the act, suit or proceeding so orders, by
               independent legal counsel in a written opinion; or

                    (d)  If  a  quorum  consisting  of directors  who  were  not
               parties to the  act, suit  or proceeding cannot  be obtained,  by
               independent legal counsel in a written opinion.

               5.   The expenses of officers and directors incurred in defending
          a civil  or criminal action,  suit or proceeding  must be paid  by the
          corporation  as  they  are  incurred  and  in  advance  of  the  final
          disposition  of  the action,  suit or  proceeding  upon receipt  of an
          undertaking by  or on behalf of  the director or officer  to repay the
          amount  if it  is  ultimately  determined  by  a  court  of  competent
          jurisdiction  that he  is  not  entitled  to  be  indemnified  by  the
          corporation.  The provisions of this section 5 of this Article Twelfth
          do not affect any rights to advancement of expenses to which corporate
          personnel other than directors  or officers may be entitled  under any
          contract or otherwise by law.



                                         II-2

<PAGE>



               6.   The indemnification and advancement of  expenses provided by
          this Article Twelfth:

                    (a)  Does  not exclude  any other rights  to which  a person
               seeking  indemnification  or  advancement  of  expenses  may   be
               entitled  under these  articles of  incorporation or  any bylaws,
               agreement, vote  of stockholders  or  disinterested directors  or
               otherwise,  for either an action  in his official  capacity or an
               action  in another capacity while holding his office, except that
               indemnification, unless ordered  by a court pursuant to section 2
               of this Article Twelfth or for the advancement of expenses of any
               director or officer, if a final adjudication establishes that his
               acts  or omissions  involved intentional  misconduct, fraud  or a
               knowing violation  of the law  and was material  to the  cause of
               action.

                    (b)  Continues for a person who has ceased to be a director,
               officer,  employee  or agent  and inures  to  the benefit  of the
               heirs, executors and administrators of such a person.

               7.   The corporation may purchase  and maintain insurance or make
          other  financial arrangements on behalf of any  person who is or was a
          director, officer, employee or agent of  the corporation, or is or was
          serving  at the  request of  the corporation  as a  director, officer,
          employee or agent of  another corporation, partnership, joint venture,
          trust or other enterprise  for any liability asserted against  him and
          liability and  expenses incurred by him in his capacity as a director,
          officer, employee  or agent,  or arising  out of  his status as  such,
          whether  or not  the corporation  has the  authority to  indemnify him
          against such liability and expenses.

               8.   The  other financial  arrangements made  by the  corporation
          pursuant  to section  7  of  this  Article  Twelfth  may  include  the
          following:

                    (a)  The creation of a trust fund.

                    (b)  The establishment of a program of self-insurance.

                    (c)  The securing  of its obligation  of indemnification  by
               granting a security interest or  other lien on any assets of  the
               corporation.

                    (d)  The establishment  of a  letter of credit,  guaranty or
               surety.

          No financial  arrangement made  pursuant to  this section  may provide
          protection for a person adjudged by a court of competent jurisdiction,
          after  exhaustion   of  all  appeals  therefrom,  to   be  liable  for
          intentional misconduct,  fraud or a  knowing violation of  law, except
          with respect to the advancement of expenses or indemnification ordered
          by a court.

               9.   Any insurance or other  financial arrangement made on behalf
          of a  person pursuant to this  Article Twelfth may be  provided by the
          corporation  or any other person  approved by the  board of directors,
          even if all or part of the other person's stock or other securities is
          owned by the corporation.

                                         II-3

<PAGE>



               10.  In the absence of fraud:

                    (a)  The  decision  of  the  board of  directors  as  to the
               propriety of the terms  and conditions of any insurance  or other
               financial arrangement  made pursuant to this  Article Twelfth and
               the  choice of  the  person to  provide  the insurance  or  other
               financial arrangement shall be conclusive; and

                    (b)  The insurance or other financial arrangement:

                         (1)  Is not void or voidable; and

                         (2)  Does  not subject  any  director  approving it  to
                    personal  liability  for  his  action, even  if  a  director
                    approving the insurance or  other financial arrangement is a
                    beneficiary    of   the   insurance   or   other   financial
                    arrangement."

               (b)  The Company has entered  into agreements with each Director,
          certain key  employees, including  Brian K. Harrington  and G. Stephen
          Holcomb,  and certain directors  of subsidiaries of  the Company, that
          provide  for  the  indemnification  of such  individuals  for  certain
          liabilities incurred in such capacity.

               See "Undertakings" (Item 17), for an understanding by the Company
          relating to claims for  indemnification, pursuant to these provisions,
          in connection with the securities being registered.

          Item 16.  Exhibits

                   4.1 - Restated  Articles of Incorporation  of the Company, as
                         amended (incorporated  by reference  to Exhibit  3.1 of
                         the Registrant's 1989 Registration Statement on Form S-
                         3 (Reg. No. 33-30832)).

                   4.2 - Certificate  of  Amendment  of  Restated   Articles  of
                         Incorporation of the Company  filed with the  Secretary
                         of  state of  Nevada  April 30,  1990 (incorporated  by
                         reference to Exhibit 3.2  of Registrant's Annual Report
                         on Form 10-K for the year ended December 31, 1991).

                   4.3 - Form   of  Indenture  between  the  Company  and  Texas
                         Commerce   Bank   National   Association,  as   Trustee
                         (included in this Part II).

                  *5.1 - Opinion   of  Jenkens   &  Gilchrist,   a  Professional
                         Corporation,  counsel  for  the  Company,  as  to   the
                         validity of the Debt Securities.

                  12.1 - Statement regarding computation of ratio of earnings to
                         fixed charges (included in this Part II).

                 *23.1 -      Consent  of Jenkens  &  Gilchrist, a  Professional
                              Corporation  (to be  included  in the  Opinion  in
                              Exhibit 5.1).

                  23.2 - Consent of KPMG Peat Marwick LLP (included in this Part
                         II).

                                         II-4

<PAGE>



                  23.3 - Consent of Deloitte & Touche LLP (included in this Part
     II).

                  24.1 - Power  of Attorney  of certain  officers and  directors
                         (included in this Part II).

                  25.1 - Statement   of  Eligibility  of  Trustee  on  Form  T-1
                         (included in this Part II).

                    
     *  To be filed by amendment.

     Item 17.  Undertakings.

          Insofar  as  indemnification   for  liabilities   arising  under   the
     Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise,  the Registrant has been  advised that in the  opinion of the
     Securities and  Exchange Commission such indemnification  is against public
     policy as  expressed in the Act  and is, therefore, unenforceable.   In the
     event  a claim for indemnification against such liabilities (other than the
     payment by  the Registrant  of expenses  incurred or  paid  by a  director,
     officer or controlling person  of the Registrant in the  successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the  securities being registered, the
     Registrant will, unless  in the opinion of its counsel  the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction the  question whether  such indemnification  by it is  against
     public  policy as expressed  in the Act  and will be  governed by the final
     adjudication of such issue.

          The undersigned Registrant hereby undertakes that:

               (1)  For  purposes   of  determining  any  liability   under  the
          Securities  Act  of 1933,  the information  omitted  from the  form of
          Prospectus  filed as part  of this Registration  Statement in reliance
          upon  Rule  430A  and contained  a  form of  Prospectus  filed  by the
          Registrant  pursuant  to Rule  424(b)(1) or  (4)  or 497(h)  under the
          Securities  Act  shall  be deemed  to  be  part  of this  Registration
          Statement as of the time it was declared effective.

               (2)  For  the  purpose of  determining  any  liability under  the
          Securities Act of 1933, each post-effective  amendment that contains a
          form of Prospectus  shall be deemed to be a new registration statement
          relating to the securities  offered therein, and the offering  of such
          securities at  that time shall be  deemed to be the  initial bona fide
          offering thereof.












                                         II-5

<PAGE>




          The  undersigned Registrant  hereby  undertakes that  for purposes  of
     determining any liability under the Securities Act of 1933,  each filing of
     the Registrant's annual report  pursuant to Section 13(a) or  Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     this  Registration Statement  shall  be deemed  to  be a  new  registration
     statement  relating to the securities  offered herein, and  the offering of
     such securities  at that time shall be  deemed to be the  initial bona fide
     offering thereof.


















































                                         II-6

<PAGE>




                                      SIGNATURES

               Pursuant to the requirements  of the Securities Act of  1933, the
     Registrant  certifies that  it has  reasonable grounds  to believe  that it
     meets all of the requirements  for filing on Form  S-3 and has duly  caused
     this Registration Statement to  be signed on its behalf by the undersigned,
     thereunto  duly authorized,  in the  City of  Houston, State  of Texas,  on
     October 26, 1994.


                                        KIRBY CORPORATION


                                        By:     /s/ George A. Peterkin, Jr.     
                                             George A. Peterkin, Jr., President


                                  POWER OF ATTORNEY

               KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature
     appears below hereby constitutes  and appoints George A. Peterkin,  Jr. and
     Brian K. Harrington,  and each of them,  his true and  lawful attorneys-in-
     fact  and agents, with full  power of substitution  and resubstitution, for
     him and in his name,  place and stead, in  any and all capacities, to  sign
     any  and  all  amendments  (including post-effective  amendments)  to  this
     registration  statement, and to file  the same, with  all exhibits thereto,
     and  other  documents in  connection  therewith,  with  the Securities  and
     Exchange Commission,  granting unto said attorneys-in-fact  and agents full
     power  and  authority to  do  and  perform each  and  every  act and  thing
     requisite and necessary to be done, as fully to all intents and purposes as
     he might  or could do in  person, hereby ratifying and  confirming all that
     said  attorneys-in-fact   and  agents  or   their  or  his   substitute  or
     substitutes, may lawfully do or cause to be done by virtue hereof.

               Pursuant  to the requirements of the Securities Act of 1933, this
     Registration  Statement has  been signed  by the  following persons  in the
     capacities and on the dates indicated.




     Signature

        /s/ Robert G. Stone, Jr.   
         (Robert G. Stone, Jr.)


        /s/ George A. Peterkin, Jr.
        (George A. Peterkin, Jr.)



        /s/ J.H. Pyne              
               (J.H. Pyne)           Capacity

                                     Chairman of the Board
                                     and Director of the
                                     Company

                                     President and Director
                                     of the Company
                                     (Principal Executive
                                     Officer)

                                     Executive Vice
                                     President and Director
                                     of the Company          Date

                                                             October 26, 1994



                                                             October 26, 1994




                                                             October 26, 1994







                                         II-7

<PAGE>



        /s/ Brian K. Harrington    
          (Brian K. Harrington)




        /s/ G. Stephen Holcomb     
          (G. Stephen Holcomb)





        /s/ George F. Clements, Jr.
        (George F. Clements, Jr.)


        /s/ J. Peter Kleifgen      
           (J. Peter Kleifgen)


        /s/ William M. Lamont, Jr. 
        (William M. Lamont, Jr.)


        /s/ C. W. Murchison, III   
         (C. W. Murchison, III)


         /s/ J. Virgil Waggoner    
          (J. Virgil Waggoner)       Senior Vice President,
                                     Treasurer, Assistant
                                     Secretary of the
                                     Company (Principal
                                     Financial Officer)

                                     Vice President,
                                     Controller, Assistant
                                     Treasurer, Assistant
                                     Secretary of the
                                     Company (Principal
                                     Accounting Officer)

                                     Director of the Company



                                     Director of the Company



                                     Director of the Company



                                     Director of the Company



                                     Director of the Company October 26, 1994





                                                             October 26, 1994






                                                             October 26, 1994



                                                             October 26, 1994



                                                             October 26, 1994



                                                             October 26, 1994



                                                             October 26, 1994





























                                         II-8

<PAGE>











                                                        Draft Dated
                                                          10/24/94








                                  KIRBY CORPORATION



                                          TO



                       TEXAS COMMERCE BANK NATIONAL ASSOCIATION
                                       Trustee



                                                               




                                      INDENTURE



                            Dated as of October __, 1994 



                                                               



                                   DEBT SECURITIES

<PAGE>



                                  TABLE OF CONTENTS

                                                                            Page

     ARTICLE ONE

     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . .   1
          SECTION 101.  Definitions. . . . . . . . . . . . . . . . . . . . .   1
          SECTION 102.  Compliance Certificates and Opinions.  . . . . . . .  10
          SECTION 103.  Form of Documents Delivered to Trustee.  . . . . . .  10
          SECTION 104.  Notices, etc., to Trustee and Company. . . . . . . .  11
          SECTION 105.  Notice to Holders; Waiver. . . . . . . . . . . . . .  11
          SECTION 106.  Conflict with Trust Indenture Act. . . . . . . . . .  12
          SECTION 107.  Effect of Headings and Table of Contents.  . . . . .  12
          SECTION 108.  Successors and Assigns.  . . . . . . . . . . . . . .  12
          SECTION 109.  Separability Clause. . . . . . . . . . . . . . . . .  12
          SECTION 110.  Benefits of Indenture. . . . . . . . . . . . . . . .  12
          SECTION 111.  Governing Law. . . . . . . . . . . . . . . . . . . .  12
          SECTION 112.  Legal Holidays.  . . . . . . . . . . . . . . . . . .  12
          SECTION 113.  No Security Interest Created.  . . . . . . . . . . .  13
          SECTION 114.  Liability Solely Corporate.  . . . . . . . . . . . .  13
          SECTION 115.  Counterparts.  . . . . . . . . . . . . . . . . . . .  13

     ARTICLE TWO

     DEBT SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . . .  14
          SECTION 201.  Forms Generally. . . . . . . . . . . . . . . . . . .  14
          SECTION 202.  Form of Trustee's Certificate of Authentication. . .  14

     ARTICLE THREE

     THE DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . .  16
          SECTION 301.  Amount Unlimited; Issuable in Series.  . . . . . . .  16
          SECTION 302.  Denominations. . . . . . . . . . . . . . . . . . . .  19
          SECTION 303.  Execution, Authentication, Delivery and Dating.  . .  19
          SECTION 304.  Temporary Debt Securities;
 Global Notes. . . . . . .  21
          SECTION 305.  Registration, Transfer and Exchange. . . . . . . . .  23
          SECTION 306.  Mutilated, Destroyed, Lost and Stolen Debt
               Securities  . . . . . . . . . . . . . . . . . . . . . . . . .  24
          SECTION 307.  Payment of Interest; Interest Rights Preserved.  . .  26
          SECTION 308.  Cancellation.  . . . . . . . . . . . . . . . . . . .  27
          SECTION 309.  Computation of Interest. . . . . . . . . . . . . . .  27
          SECTION 310.  Currency of Payments In Respect of Debt
               Securities. . . . . . . . . . . . . . . . . . . . . . . . . .  27
          SECTION 311.  Judgments. . . . . . . . . . . . . . . . . . . . . .  31














                                          i

<PAGE>



     ARTICLE FOUR

     SATISFACTION AND DISCHARGE  . . . . . . . . . . . . . . . . . . . . . .  31
          SECTION 401.  Satisfaction and Discharge of Indenture. . . . . . .  31
          SECTION 402.  Application of Trust Money.  . . . . . . . . . . . .  33

     ARTICLE FIVE

     REMEDIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
          SECTION 501. Events of Default.  . . . . . . . . . . . . . . . . .  33
          SECTION 502. Acceleration of Maturity; Rescission and Annulment. .  34
          SECTION 503. Collection of Indebtedness and Suits for Enforcement
               by           Trustee. . . . . . . . . . . . . . . . . . . . .  35
          SECTION 504. Trustee May File Proofs of Claim. . . . . . . . . . .  36
          SECTION 505. Trustee May Enforce Claims Without Possession of
               Debt              Securities. . . . . . . . . . . . . . . . .  37
          SECTION 506. Application of Money Collected. . . . . . . . . . . .  37
          SECTION 507. Limitation on Suits.  . . . . . . . . . . . . . . . .  38
          SECTION 508. Unconditional Right of Holders to Receive Principal,
               Premium      and Interest.  . . . . . . . . . . . . . . . . .  39
          SECTION 509.  Restoration of Rights and Remedies.  . . . . . . . .  39
          SECTION 510.  Rights and Remedies Cumulative.  . . . . . . . . . .  39
          SECTION 511.  Delay or Omission Not Waiver.  . . . . . . . . . . .  39
          SECTION 512.  Control by Holders.  . . . . . . . . . . . . . . . .  39
          SECTION 513.  Waiver of Past Defaults. . . . . . . . . . . . . . .  40
          SECTION 514.  Undertaking for Costs. . . . . . . . . . . . . . . .  40
          SECTION 515.  Waiver of Stay or Extension Laws.  . . . . . . . . .  41

     ARTICLE SIX

     THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
          SECTION 601.  Certain Duties and Responsibilities. . . . . . . . .  41
          SECTION 603.  Certain Rights of Trustee. . . . . . . . . . . . . .  43
          SECTION 604.  Not Responsible for Recitals or Issuance of Debt
     Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
          SECTION 605.  May Hold Debt Securities.  . . . . . . . . . . . . .  44
          SECTION 606.  Money Held in Trust. . . . . . . . . . . . . . . . .  45
          SECTION 607.  Compensation, Indemnification and Reimbursement. . .  45
          SECTION 608.  Resignation and Removal; Appointment of Successor. .  45
          SECTION 609.  Acceptance of Appointment by Successor.  . . . . . .  47
          SECTION 610.  Merger, Conversion, Consolidation or Succession to
                                  Business.  . . . . . . . . . . . . . . . .  48
          SECTION 611.  Appointment of Authenticating Agent. . . . . . . . .  49
          SECTION 612.  Preferential Collection of Claims Against Company  .  50

     ARTICLE SEVEN

     CONCERNING THE HOLDERS  . . . . . . . . . . . . . . . . . . . . . . . .  51
          SECTION 701.  Acts of Holders. . . . . . . . . . . . . . . . . . .  51
          SECTION 702.  Proof of Ownership; Proof of Execution of
               Instruments by               Holders. . . . . . . . . . . . .  51
          SECTION 703.  Persons Deemed Owners. . . . . . . . . . . . . . . .  52
          SECTION 704.  Revocation of Consents; Future Holders Bound.  . . .  52

     ARTICLE EIGHT

     HOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
          SECTION 801.  Purposes of Meetings.  . . . . . . . . . . . . . . .  52

                                          ii

<PAGE>



          SECTION 802.  Call of Meetings by Trustee. . . . . . . . . . . . .  53
          SECTION 803.  Call of Meetings by Company or Holders.  . . . . . .  53
          SECTION 804.  Qualifications for Voting. . . . . . . . . . . . . .  53
          SECTION 805.  Regulations. . . . . . . . . . . . . . . . . . . . .  54
          SECTION 806.  Voting.  . . . . . . . . . . . . . . . . . . . . . .  54
          SECTION 807.  No Delay of Rights by Meeting. . . . . . . . . . . .  55

     ARTICLE NINE

     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE  . . . . . . . . .  55
          SECTION 901.  Company May Consolidate, etc., Only on Certain
               Terms.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
          SECTION 902.  Successor Corporation Substituted. . . . . . . . . .  56

     ARTICLE TEN

     SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . .  56
          SECTION 1001.  Supplemental Indentures Without Consent of
               Holders.  . . . . . . . . . . . . . . . . . . . . . . . . . .  56
          SECTION 1002.  Supplemental Indentures With Consent of Holders.  .  57
          SECTION 1003.  Execution of Supplemental Indentures. . . . . . . .  58
          SECTION 1004.  Effect of Supplemental Indentures.  . . . . . . . .  59
          SECTION 1005.  Conformity with Trust Indenture Act.  . . . . . . .  59
          SECTION 1006.  Reference in Debt Securities to Supplemental
               Indentures. . . . . . . . . . . . . . . . . . . . . . . . . .  59
          SECTION 1007.  Notice of Supplemental Indenture. . . . . . . . . .  59

     ARTICLE ELEVEN

     COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
          SECTION 1101.  Payment of Principal, Premium and Interest. . . . .  59
          SECTION 1102.  Maintenance of Office or Agency.  . . . . . . . . .  60
          SECTION 1103.  Money for Debt Securities; Payments To Be Held in
               Trust.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
          SECTION 1104.  Corporate Existence.  . . . . . . . . . . . . . . .  61
          SECTION 1105.  Officers' Certificate as to Default.  . . . . . . .  61

     ARTICLE TWELVE

     REDEMPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . .  62
          SECTION 1201.  Applicability of Article. . . . . . . . . . . . . .  62
          SECTION 1202.  Election to Redeem; Notice to Trustee.  . . . . . .  62
          SECTION 1203.  Selection by Trustee of Debt Securities to Be
               Redeemed. . . . . . . . . . . . . . . . . . . . . . . . . . .  62
          SECTION 1204.  Notice of Redemption. . . . . . . . . . . . . . . .  63
          SECTION 1205.  Deposit of Redemption Price.  . . . . . . . . . . .  63
          SECTION 1206.  Debt Securities Payable on Redemption Date. . . . .  64
          SECTION 1207.  Debt Securities Redeemed in Part. . . . . . . . . .  64

     ARTICLE THIRTEEN

     DEFEASANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
          SECTION 1301.  Applicability of Article. . . . . . . . . . . . . .  65
          SECTION 1302.  Defeasance Upon Deposit of Moneys or U.S. -
               Government               Obligations. . . . . . . . . . . . .  65
          SECTION 1303.  Deposit Moneys and U.S. Government Obligations to
               be             Held in Trust. . . . . . . . . . . . . . . . .  67
          SECTION 1304.  Repayment to Company. . . . . . . . . . . . . . . .  67

                                         iii

<PAGE>






























































                                          iv

<PAGE>



               INDENTURE   dated  as   of  October   __,  1994,   between  KIRBY
     CORPORATION,  a Nevada  corporation  (hereinafter  called  the  "Company"),
     having  its principal executive office at  1775 St. James Place, Suite 300,
     Houston,  Texas   77056  and  TEXAS  COMMERCE   BANK  NATIONAL  ASSOCIATION
     (hereinafter called  the "Trustee"), having  its Corporate Trust  Office at
     ___________________________________________________.

                               RECITALS OF THE COMPANY

               The Company  has duly  authorized the  execution and delivery  of
     this  Indenture to  provide  for the  issuance  from time  to  time of  its
     debentures,  notes,  bonds  or  other  evidences  of  indebtedness  (herein
     generally  called  the "Debt  Securities"),  to be  issued in  one  or more
     series, as provided in this Indenture.

               All  things necessary  have been  done to  make this  Indenture a
     valid agreement of the Company, in accordance with its terms.

               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

               For and in consideration of the premises and the purchase of Debt
     Securities  by the Holders thereof,  it is mutually  covenanted and agreed,
     for the equal  and proportionate benefit of all Holders  of Debt Securities
     or of Debt Securities of any series, as follows:


                                     ARTICLE ONE

                           DEFINITIONS AND OTHER PROVISIONS
                                OF GENERAL APPLICATION

     SECTION 101.  Definitions.

               For all purposes of this Indenture, except as otherwise expressly
     provided or unless the context otherwise requires:

               (1)  the terms defined in this Article have the meanings assigned
          to  them in  this  Article, and  include  the plural  as  well as  the
          singular;

               (2)  all other terms used  herein which are defined in  the Trust
          Indenture  Act, either  directly  or by  reference  therein, have  the
          meanings assigned to them therein;

               (3)  all accounting  terms not otherwise defined  herein have the
          meanings  assigned  to  them  in accordance  with  generally  accepted
          accounting  principles,  and,  except  as  otherwise  herein expressly
          provided,  the term  "generally accepted  accounting principles"  with
          respect to any computation required or permitted hereunder shall  mean
          such  accounting principles  as are  generally accepted in  the United
          States of America at the date of such computation; and

               (4)  the words "herein," "hereof" and "hereunder" and other words
          of similar import  refer to this Indenture  as a whole and  not to any
          particular Article, Section or other subdivision.

               Certain terms, used principally in Article Three  or Article Six,
     are defined in those respective Articles.

               "Act"  when used  with  respect to  any  Holder has  the  meaning

<PAGE>



     specified in Section 701.

               "Affiliate"  of  any  specified  Person means  any  other  Person
     directly  or indirectly  controlling or  controlled by  or under  direct or
     indirect common  control with such specified  Person.  For  the purposes of
     this definition, "control" when  used with respect to any  specified Person
     means  the power  to direct  the management  and policies  of such  Person,
     directly or indirectly, whether through the ownership of voting securities,
     by contract or otherwise; and the terms "controlling" and "controlled" have
     meanings correlative to the foregoing.

               "Authenticating Agent" has the meaning specified in Section 611.

               "Board of Directors" means  either the board of directors  of the
     Company, or the executive  committee or any  other committee of that  board
     duly authorized to act in respect hereof.

               "Board  Resolution" means a copy of a resolution certified by the
     Secretary or  an  Assistant Secretary  of  the Company  to have  been  duly
     adopted by the Board of Directors and to be in full force and effect on the
     date of such certification, and delivered to the Trustee.

               "Business Day" when used with respect  to any Place of Payment or
     any other  particular location referred to in this Indenture or in the Debt
     Securities  means any  day that  is not  a Saturday,  a Sunday  or  a legal
     holiday or a  day on which banking institutions or  trust companies in that
     Place of  Payment or other location  are authorized or obligated  by law to
     close, except as otherwise specified pursuant to Section 301.

               "Code" means the Internal Revenue Code of 1986, as amended and as
     in effect on the date hereof.

               "Commission"  means the  Securities  and Exchange  Commission, as
     from time to time constituted, created under the Securities Exchange Act of
     1934, as amended,  or if at any time after the execution of this instrument
     such  Commission is not existing and  performing the duties now assigned to
     it  under the Trust Indenture Act, then  the body performing such duties on
     such date.

               "Company"  means the Person named  as the "Company"  in the first
     paragraph of this  instrument until  a successor Person  shall have  become
     such  pursuant  to  the  applicable   provisions  of  this  Indenture,  and
     thereafter "Company" shall mean such successor Person.

               "Company  Request"  and  "Company  Order"  mean, respectively,  a
     written request or order signed in the name of the Company by the Chairman,
     a  Vice Chairman,  the  President, the  Chief Financial  Officer or  a Vice
     President and by the Treasurer, an Assistant Treasurer, the Controller, the
     Director  of  Finance,  the Secretary  or  an  Assistant  Secretary of  the
     Company, and delivered to the Trustee.

               "Component Currency" has the meaning specified in Section 310(h).

               "Conversion Date" has the meaning specified in Section 310(d).

               "Conversion Event" means the cessation  of (i) a Foreign Currency
     to be used both by the government of the country which issued such Currency
     and for the settlement of transactions by public institutions  of or within

                                          2

<PAGE>



     the international  banking community, (ii) the  ECU to be used  both within
     the  European Monetary  System and  for the  settlement of  transactions by
     public institutions of  or within  the European communities,  or (iii)  any
     Currency unit other  than the ECU to be used for  the purposes for which it
     was established.

               "Corporate  Trust  Office" means  the  principal corporate  trust
     office of the  Trustee at which at any particular  time its corporate trust
     business shall be  administered, which office  at the date of  execution of
     this instrument is located at 
                                                                               .

               "Corporation" includes corporations, associations,  companies and

     business trusts.

               "Currency" means Dollars or Foreign Currency.

               "Currency Determination Agent" means  the New York Clearing House
     bank, if  any, from time  to time selected by  the Company for  purposes of
     Section  310; provided  that such  agent shall  accept such  appointment in
     writing  and the  terms of  such  appointment shall  be  acceptable to  the
     Company  and  shall, in  the opinion  of the  Company at  the time  of such
     appointment, require such agent to make the determinations required by this
     Indenture by a method consistent with the method provided in this Indenture
     for the making of such decision or determination.

               "Debt"  means (i) indebtedness for  borrowed money by the Company
     or  a  Restricted  Subsidiary,  (ii)  indebtedness  of  the  Company  or  a
     Restricted  Subsidiary (including  capitalized lease  obligations)  for the
     deferred payment of the purchase price of property or assets purchased, and
     (iii)  guarantees or  other  contingent obligations  of  the Company  or  a
     Restricted  Subsidiary  of  or for  borrowed  money  of  another person  or
     indebtedness of another  person for  the deferred payment  of the  purchase
     price of property  or assets purchased (other  than indebtedness owed by  a
     Restricted  Subsidiary  to the  Company, by  a  Restricted Subsidiary  to a
     Subsidiary or by the Company to a Subsidiary).


               "Debt  Securities" has the meaning stated in the first recital of
     this Indenture and more  particularly means any Debt Securities  (including
     any Global Notes) authenticated and delivered under this Indenture.

               "Defaulted Interest" has the meaning specified in Section 307.

               "Depositary"  means  a  clearing   agency  registered  under  the
     Securities  Exchange Act  of 1934,  as amended,  or any  successor thereto,
     which shall in either case be designated by the Company pursuant to Section
     301  until a  successor Depositary shall  have become such  pursuant to the
     applicable provisions of this  Indenture, and thereafter "Depositary" shall
     mean or  include each Person who is then  a Depositary hereunder, and if at
     any  time there  is more than  one such  Person, "Depositary"  as used with
     respect to the Debt Securities of any series shall mean the Depositary with
     respect to the Debt Securities of that series.

               "Discharged" has the meaning specified in Section 1302.

               "Discount Security"  means any Debt Security that  is issued with

                                          3

<PAGE>



     "original issue discount" within the meaning of Section 1273(a) of the Code
     and the regulations thereunder.

               "Dollar" or "$"  means a dollar or other  equivalent unit in such
     coin or currency  of the United States of America as at the time of payment
     is legal tender for the payment of public and private debts.

               "Dollar  Equivalent  of  the   Currency  Unit"  has  the  meaning
     specified in Section 310(g).

               "Dollar  Equivalent  of the  Foreign  Currency"  has the  meaning
     specified in Section 310(f).

               "ECU"  means the  European Currency  Unit as defined  and revised
     from time to time by the Council of the European Communities.

               "Election Date" has the meaning specified in Section 310(h).

               "Event of Default" has the meaning specified in Section 501.

               "Exchange  Rate  Officer's  Certificate"   means  a  telex  or  a
     certificate  setting forth (i) the applicable Market Exchange Rate and (ii)
     the  Dollar, Foreign  Currency  or  Currency  unit  amounts  of  principal,
     premium, if any, and  any interest respectively (on an aggregate  basis and
     on the  basis of a  Debt Security having the  lowest denomination principal
     amount pursuant to Section 302 in the relevant Currency or Currency  unit),
     payable on the  basis of such Market  Exchange Rate sent (in the  case of a
     telex)  or signed  (in the case  of a  certificate) by  the Chief Financial
     Officer, a Vice President, the Treasurer  or any Assistant Treasurer of the
     Company.

               "Fixed Rate Security" means a Debt Security that provides for the
     payment of interest at a fixed rate.

               "Floating Rate Security" means a Debt Security that  provides for
     the  payment  of interest  at a  variable  rate determined  periodically by
     reference to an  interest rate index or any  other index specified pursuant
     to Section 301.

               "Foreign Currency"  means a currency issued by  the government of
     any country  other  than the  United  States  or a  composite  currency  or
     currency unit the value of  which is determined by reference to  the values
     of the currencies of any group of countries.

               "Global Note" means  a Debt Security evidencing all or  part of a
     series of Debt Securities that is executed by the Company and authenticated
     and  delivered   to  the  Depositary   or  pursuant  to   the  Depositary's
     instructions,  all  in accordance  with this  Indenture  and pursuant  to a
     Company  order, which shall be registered in  the name of the Depositary or
     its  nominee   and  that  shall  represent  the  amount  of  uncertificated
     securities as specified therein.

               "Holder"  means a  person in whose  name a  Debt Security  of any
     series is registered in the Security Register.

               "Indenture" means  this instrument as originally  executed, or as
     it may  from  time to  time  be supplemented  or  amended  by one  or  more
     indentures  supplemental hereto  entered  into pursuant  to the  applicable

                                          4

<PAGE>



     provisions hereof and, unless the context otherwise requires, shall include
     the terms of a particular series of Debt Securities as established pursuant
     to Section 301.

               "Independent"  when used  with  respect to  any specified  Person
     means  such a Person  who (i)  is in fact  independent with  respect to the
     Company, (ii) does  not have any direct financial interest  or any material
     indirect financial interest in the Company or in any other obligor upon the
     Debt Securities  or  in any  Affiliate  of the  Company  or of  such  other
     obligor, and (iii) is not connected with the Company or  such other obligor
     or any Affiliate of  the Company or of such  other obligor, as an  officer,
     employee,  promoter,  underwriter,  trustee,  partner,  director  or person
     performing similar functions.  

               The  term  "Interest",  when  used with  respect  to  a  Discount
     Security  which  by its  terms bears  interest  only after  Maturity, means
     interest payable after Maturity.

               "Interest  Payment Date" with respect  to any Debt Security means
     the Stated Maturity of an installment of interest on such Debt Security.

               "Market Exchange  Rate" means (i) for any  conversion involving a
     Currency Unit on the  one hand and Dollars  or any Foreign Currency  on the
     other, the exchange rate between the relevant  Currency unit and Dollars or
     such  Foreign  Currency  calculated by  the  method  specified pursuant  to
     Section  301  for  the securities  of  the relevant  series,  (ii)  for any
     conversion of  Dollars into any Foreign  Currency, the noon  (New York City
     time)  buying rate for such Foreign Currency  for cable transfers quoted in
     New York City as certified for customs purposes by the Federal Reserve Bank
     of New  York, and (iii)  for any  conversion of one  Foreign currency  into
     Dollars or  another Foreign Currency, the  spot rate at noon  local time in
     the relevant market at which, in accordance with normal banking procedures,
     the Dollars or Foreign Currency into  which conversion is being made  could
     be purchased with the Foreign Currency  from which conversion is being made
     from major  banks located in New  York City, London or  any other principal
     market for Dollars or such purchased Foreign Currency.  In the event of the
     unavailability of any  of the exchange rates provided  for in the foregoing
     clauses (i),  (ii) and (iii) the Currency Determination Agent shall use, in
     its sole discretion and  without liability on its  part, such quotation  of
     the Federal  Reserve Bank of New York as of the most recent available date,
     or quotations from one or more major  banks in New York City, London or any
     other principal  market for such Currency or  Currency unit in question, or
     such  other  quotations  as the  Currency  Determination  Agent shall  deem
     appropriate.   Unless  otherwise  specified by  the Currency  Determination
     Agent if  there is  more than  one market for  dealing in  any currency  or
     Currency unit by reason  of foreign exchange regulations or  otherwise, the
     market to be  used in respect  of such Currency  or Currency unit shall  be
     that  upon  which a  nonresident issuer  of  securities designated  in such
     Currency or  Currency unit would purchase such Currency or Currency unit in
     order to make payments in respect of such securities.

               "Maturity"  when used with respect to any Debt Security means the
     date on  which the  principal of  such Debt Security  or an  installment of
     principal becomes due and payable as therein or herein provided, whether at
     the Stated Maturity or by declaration of acceleration, call for redemption,
     repayment at the option of the Holder thereof or otherwise.

               "Officers'  Certificate"   means  a  certificate  signed  by  the

                                          5

<PAGE>



     Chairman, a Vice Chairman, the President,  the Chief Financial Officer or a
     Vice  President,  and  by  the   Treasurer,  an  Assistant  Treasurer,  the
     Controller, the Secretary  or an  Assistant Secretary of  the Company,  and
     delivered to the Trustee.

               "Opinion  of Counsel" means a written opinion of counsel, who may
     be counsel  to the Company (including  an employee of the  Company) and who
     shall be reasonably satisfactory to the Trustee, which  is delivered to the
     Trustee.

               "Outstanding" when  used with respect to  Debt Securities, means,
     as  of  the  date  of   determination,  all  Debt  Securities   theretofore
     authenticated and delivered under this Indenture, except:

               (i)  Debt  Securities  theretofore  canceled  by the  Trustee  or
          delivered to the Trustee for cancellation;

               (ii) Debt Securities for whose payment or redemption money in the
          necessary amount has  been theretofore deposited  with the Trustee  or
          any Paying  Agent (other than the  Company) in trust or  set aside and
          segregated in  trust by the Company  (if the Company shall  act as its
          own  Paying Agent)  for the  Holders of  such Debt Securities  and any
          coupons  thereto appertaining;  provided, however,  that if  such Debt
          Securities are to be redeemed, notice of such redemption has been duly
          given pursuant to this Indenture or provision therefor satisfactory to
          the Trustee has been made; and

               (iii)     Debt Securities which have been surrendered pursuant to
          Section  306  or in  exchange  for  or in  lieu  of  which other  Debt
          Securities  have been  authenticated  and delivered  pursuant to  this
          Indenture, other than  any such  Debt Securities in  respect of  which
          there shall have been  presented to the Trustee proof  satisfactory to
          it that  such Debt Securities  are held  by a bona  fide purchaser  in
          whose hands such Debt Securities are valid obligations of the Company;

     provided, however, that in determining whether the Holders of the requisite
     principal  amount of  Debt Securities  outstanding have  performed  any Act
     hereunder, Debt Securities owned by  the Company or any other  obligor upon
     the  Debt  Securities or  any Affiliate  of the  Company  or of  such other
     obligor shall be disregarded and deemed not to be Outstanding, except that,
     in determining whether the Trustee  shall be protected in relying upon  any
     such Act, only Debt Securities that the Trustee knows to be so  owned shall
     be so disregarded.  Debt Securities so owned that have been pledged in good
     faith  may be  regarded as  Outstanding if  the pledgee establishes  to the
     satisfaction of the Trustee the pledgee's right to act with respect to such
     Debt Securities  and that  the  pledgee is  not the  Company  or any  other
     obligor upon the Debt Securities or any Affiliate of the Company or of such
     other  obligor.    In determining  whether  the  Holders  of the  requisite
     principal amount  of Outstanding  Debt  Securities have  performed any  Act
     hereunder, the principal amount of a Discount Security that shall be deemed
     to  be Outstanding for  such purpose shall  be the amount  of the principal
     thereof that would be due and payable as of the  date of such determination
     upon  a declaration  of acceleration  of the  Maturity thereof  pursuant to
     Section 502  and the principal amount  of a Debt Security  denominated in a
     Foreign Currency that  shall be deemed to  be Outstanding for  such purpose
     shall be the amount calculated pursuant to Section 310(j).

               "Overdue Rate," when used with respect to any series  of the Debt

                                          6

<PAGE>



     Securities,  means the rate designated as such  in or pursuant to the Board
     Resolution or the supplemental  indenture, as the case may be,  relating to
     such series as contemplated by Section 301.

               "Paying  Agent" means any Person authorized by the Company to pay
     the principal of (and premium,  if any) or interest on any  Debt Securities
     on behalf of the Company.

               "Person"  means any  individual, corporation,  partnership, joint
     venture,  association, joint-stock   company, trust, estate, unincorporated
     organization or government or any agency or political subdivision thereof.

               "Place  of Payment" when used with respect to the Debt Securities
     of  any series  means  the place  or  places where  the  principal of  (and
     premium,  if any) and  interest on the  Debt Securities of  that series are
     payable as specified pursuant to Section 301.

               "Predecessor  Security" of  any  particular  Debt Security  means
     every  previous Debt Security evidencing all or  a portion of the same debt
     as that  evidenced by such particular Debt  Security; and, for the purposes
     of  this definition, any  Debt Security  authenticated and  delivered under
     Section 306 in lieu of a mutilated, lost, destroyed or stolen Debt Security
     or a Debt  Security to which a mutilated, lost,  destroyed or stolen Coupon
     appertains shall be  deemed to  evidence the  same debt  as the  mutilated,
     lost,  destroyed or stolen Debt Security or  the Debt Security to which the
     mutilated, lost, destroyed or stolen Coupon appertains, as the case may be.

               "Redemption Date" means the date fixed for redemption of any Debt
     Security pursuant to  this Indenture which, in the case  of a Floating Rate
     Security, unless otherwise specified  pursuant to Section 301, shall  be an
     Interest Payment Date only.

               "Redemption Price" means, in the case of a Discount Security, the
     amount of the  principal thereof that  would be due  and payable as of  the
     Redemption  Date upon a declaration of acceleration of the maturity thereof
     pursuant to Section 502,  and in the case  of any other Debt  Security, the
     principal amount thereof, plus, in each case, premium, if any, and  accrued
     and unpaid interest, if any, to the Redemption Date.

               "Regular  Record Date"  for  the  interest  payable on  the  Debt
     Securities of  any  series on  any  Interest Payment  Date means  the  date
     specified for the purpose pursuant to Section 301 for such Interest Payment
     Date.

               "Responsible Officer" when used with respect to the Trustee means
     any  Vice  President, the  Secretary,  any Assistant  Secretary,  any Trust
     Officer or  Assistant Trust Officer,  or any other  officer of  the Trustee
     customarily performing functions similar  to those performed by any  of the
     above  designated officers  and also  means, with  respect to  a particular
     corporate  trust matter, any other officer to  whom such matter is referred
     because of his knowledge of and familiarity with the particular subject.

               "Security Register" and "Security  Registrar" have the respective
     meanings specified in Section 305(a).

               "Special Record Date"  for the payment of  any Defaulted Interest
     means a date fixed by the Trustee pursuant to Section 307.


                                          7

<PAGE>



               "Specified Amount" has the meaning specified in Section 310(h).

               "Stated  Maturity" when used with respect to any Debt Security or
     any installment of principal thereof or premium thereon or interest thereon
     means  the date specified  in such Debt  Security as the date  on which the
     principal of such Debt  Security or such installment of  principal, premium
     or interest is due and payable.

               "Subsidiary"  means  (i) any  corporation  of  which  at least  a
     majority  of the  outstanding stock  having by  the terms  thereof ordinary
     voting  power to  elect a  majority of  the directors of  such corporation,
     irrespective of  whether or not  at the time  stock of  any other class  or
     classes of such corporation shall have or might have voting power by reason
     of  the  happening  of  any  contingency,  is  at  the  time,  directly  or
     indirectly,  owned  or  controlled  by  the  Company  or  by  one  or  more
     Subsidiaries  thereof, or  by the Company  and one or  more Subsidiaries or
     (ii)  any partnership or joint venture of  which at least a majority of the
     equity  ownership, whether in the  form of membership,  general, special or
     limited partnership interests or otherwise, is directly or indirectly owned
     or controlled by the Company or by  one or more Subsidiaries thereof, or by
     the Company and one or more Subsidiaries; provided, however, that said term
     shall  not include any corporation or partnership controlled by the Company
     (herein referred to as an "Affiliated Entity") which:

               (a)  does not transact any substantial portion of its business or
          regularly  maintain any  substantial portion  of its  operating assets
          within the continental limits of the United States of America;

               (b)  is  principally  engaged   in  the  business  of   financing
          (including,  without   limitation,  the  purchase,  holding,  sale  or
          discounting of or lending  upon any notes, contracts, leases  or other
          forms of obligations) the  sale or lease of merchandise,  equipment or
          services  (1) by  the Company,  or (2)  by a Subsidiary  (whether such
          sales  or leases  have been made  before or  after the  date when such
          corporation or  partnership became a  Subsidiary), or  (3) by  another
          Affiliated Entity, or (4)  by any corporation or partnership  prior to
          the time when  substantially all  its assets have  heretofore been  or
          shall hereafter have been acquired by the Company; or

               (c)  is principally engaged  in the holding  of stock in,  and/or
          the financing of operations of, an Affiliated Entity.

               "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
     force  at the  date as  of which  this instrument  was executed,  except as
     provided in Section 1005.

               "Trustee"  means the Person named  as the "Trustee"  in the first
     paragraph  of this instrument until  a successor Trustee  shall have become
     such  pursuant  to  the  applicable  provisions  of  this  Indenture,   and
     thereafter  "Trustee"  shall mean  or include  each  Person who  is  then a
     Trustee hereunder,  and if at any time there  is more than one such Person,
     "Trustee," as used with respect to the Debt Securities of any series, shall
     mean the Trustee with respect to Debt Securities of such series.

               "U.S.  Government  Obligations"  has  the  meaning  specified  in
     Section 1302.

               "Valuation Date" has the meaning specified in Section 310(c).

                                          8

<PAGE>



               "Vice President"  includes with  respect to  the Company and  the
     Trustee, any Vice President of the Company  or the Trustee, as the case may
     be, whether or not designated by a number or  word or words added before or
     after the title "Vice President."

     SECTION 102.  Compliance Certificates and Opinions.

               Upon any application or request by the Company  to the Trustee to
     take any action  under any provision  of this Indenture, the  Company shall
     furnish to the Trustee an Officers' Certificate stating that all conditions
     precedent, if any,  provided for in this Indenture relating to the proposed
     action have  been complied with and  an Opinion of Counsel  stating that in
     the opinion of  such counsel all  such conditions  precedent, if any,  have
     been complied  with, except  that in  the case of  any such  application or
     request  as to  which  the furnishing  of  such documents  is  specifically
     required by any  provision of  this Indenture relating  to such  particular
     application or  request,  no  additional  certificate or  opinion  need  be
     furnished.

               Every certificate  or opinion with  respect to compliance  with a
     condition or covenant provided for in this Indenture shall include:

               (1)  a statement that each individual signing such certificate or
          opinion has read such covenant or condition and the definitions herein
          relating thereto;

               (2)  a  brief statement  as  to  the  nature  and  scope  of  the
          examination  or investigation  upon which  the statements  or opinions
          contained in such certificate or opinion are based;

               (3)  a statement that, in the opinion of each such individual, he
          has made such examination  or investigation as is necessary  to enable
          him to  express an informed opinion as to whether or not such covenant
          or condition has been complied with; and

               (4)  a  statement  as to  whether, in  the  opinion of  each such
          individual, such condition or covenant has been complied with.

     SECTION 103.  Form of Documents Delivered to Trustee.

               In  any case where several  matters are required  to be certified
     by, or covered by an opinion of, any specified Person, it is  not necessary
     that  all such matters be certified by,  or covered by the opinion of, only
     one such  Person,  or that  they be  so certified  or covered  by only  one
     document, but one such Person  may certify or give an opinion  with respect
     to some matters and one or more other such Persons as to other matters, and
     any such Person may certify or give an opinion as to such matters in one or
     several documents.

               Any certificate or opinion  of an officer of  the Company may  be
     based,  insofar as  it  relates to  legal matters,  upon  a certificate  or
     opinion of, or representations  by, counsel, unless such officer  knows, or
     in the exercise  of reasonable care  should know, that  the certificate  or
     opinion  or  representations with  respect to  the  matters upon  which his
     certificate or  opinion is  based are erroneous.   Any such  certificate or
     Opinion of Counsel may be based,  insofar as it relates to factual matters,
     upon a certificate  or opinion  of, or  representations by,  an officer  or
     officers  of the Company stating that  the information with respect to such

                                          9

<PAGE>



     factual matters  is in the possession  of the Company, unless  such counsel
     knows,  or  in  the exercise  of  reasonable  care  should  know, that  the
     certificate  or opinion or representations with respect to such matters are
     erroneous.

               Where any Person is required to make, give or execute two or more
     applications,  requests,  consents, certificates,  statements,  opinions or
     other  instruments under  this  Indenture,  they  may,  but  need  not,  be
     consolidated and form one instrument.

     SECTION 104.  Notices, etc., to Trustee and Company.

               Any Act of  Holders or  other document provided  or permitted  by
     this Indenture to be made upon, given or furnished to, or filed with:

               (1)  the  Trustee  by  any Holder  or  by  the  Company shall  be
          sufficient  for  every  purpose  hereunder  (unless  otherwise  herein
          expressly provided) if made,  given, furnished or filed in  writing to
          or  with  the  Trustee  at  its  Corporate  Trust  Office,  Attention:
          Corporate Trust Services Division; or

               (2)  the  Company  by  the Trustee  or  by  any  Holder shall  be
          sufficient  for  every  purpose  hereunder  (unless  otherwise  herein
          expressly  provided) if  in  writing and  mailed, first-class  postage
          prepaid or airmail  postage prepaid  if sent from  outside the  United
          States, to the Company addressed to it at the address of its principal
          office specified in  the first  paragraph of this  instrument, to  the
          attention  of  its Treasurer,  or  at  any  other  address  previously
          furnished in writing to the Trustee by the Company.

               Any such Act or other document shall be in the  English language,
     except that  any published  notice may  be in an  official language  of the
     country of publication.

     SECTION 105.  Notice to Holders; Waiver.

               Where this Indenture provides for notice to Holders of any event,
     such notice shall be sufficiently given to Holders (unless otherwise herein
     expressly provided) if in writing and mailed,  first-class postage prepaid,
     to  such Holders  as  their  names and  addresses  appear  in the  Security
     Register, within the time prescribed; provided, however, that any notice to
     Holders  of  Floating Rate  Securities  regarding  the determination  of  a
     periodic rate of interest,  if such notice is required  pursuant to Section
     301, shall be  sufficiently given if given in the manner specified pursuant
     to Section 301.

               In  the event of suspension of  regular mail service or by reason
     of any other cause it shall  be impracticable to give notice by mail,  such
     notification  shall  be  given  by  telex,  telecopy  or  other   facsimile
     transmission.

               Where  this  Indenture provides  for notice  in any  manner, such
     notice may  be waived  in writing  by the Person  entitled to  receive such
     notice, either  before or after  the event,  and such waiver  shall be  the
     equivalent of such  notice.  Waivers  of notice by  Holders shall be  filed
     with the Trustee, but such filing shall not be a condition precedent to the
     validity of any action taken in reliance on such waiver.  In any case where
     notice to Holders is given by mail, neither the failure to mail such notice

                                          10

<PAGE>



     nor  any defect  in any notice  so mailed  to any  particular Holder, shall
     affect the sufficiency  of such notice with  respect to other Holders,  and
     any  notice  which  is  mailed  in  the  manner  herein provided  shall  be
     conclusively presumed to have been duly given.

     SECTION 106.  Conflict with Trust Indenture Act.

               If and to the extent that any provision of this Indenture limits,
     qualifies or conflicts with another provision included in this Indenture by
     operation of Sections 310 to 317, inclusive, of the Trust Indenture Act (an
     "incorporated provision"), such incorporated provision shall control.

     SECTION 107.  Effect of Headings and Table of Contents.

               The Article and Section headings herein and the Table of Contents
     are for convenience only and shall not affect the construction hereof.

     SECTION 108.  Successors and Assigns.

               All covenants  and agreements  in this  Indenture by  the parties
     hereto  shall bind their respective successors and assigns and inure to the
     benefit  of their permitted successors and assigns, whether so expressed or
     not.

     SECTION 109.  Separability Clause.

               In case any provision in this Indenture or in the Debt Securities
     shall  be invalid,  illegal or  unenforceable, the  validity,  legality and
     enforceability of the remaining provisions shall not in any way be affected
     or impaired thereby.

     SECTION 110.  Benefits of Indenture.

               Nothing in this Indenture  or in the Debt Securities,  express or
     implied,  shall  give to  any Person,  other than  the parties  hereto, any
     Security  Registrar, any Paying  Agent and their  successors hereunder, and
     the  Holders, any benefit or any legal  or equitable right, remedy or claim
     under this Indenture.

     SECTION 111.  Governing Law.

               This  Indenture and  the Debt  Securities shall  be deemed  to be
     contracts  made and to be performed entirely  in the State of New York, and
     for all purposes shall be governed  by and construed in accordance with the
     laws of said  State without regard  to the conflicts  of law rules  of said
     State.













                                          11

<PAGE>



     SECTION 112.  Legal Holidays.

               Unless otherwise specified pursuant to Section 301 or in any Debt
     Security, in any  case where any Interest Payment  Date, Redemption Date or
     Stated Maturity of any Debt Security of any series  shall not be a Business
     Day  at any Place of  Payment for the Debt Securities  of that series, then
     (notwithstanding  any  other provision  of this  Indenture  or of  the Debt
     Securities) payment of principal (and premium, if any) or interest need not
     be made at such Place of Payment on  such date, but may be made on the next
     succeeding Business  Day at such Place  of Payment with the  same force and
     effect as if  made on the Interest Payment Date, Redemption  Date or at the
     Stated Maturity,  and no interest shall accrue on the amount so payable for
     the period from  and after such Interest  Payment Date, Redemption Date  or
     Stated Maturity, as the case  may be, to such Business Day if  such payment
     is made or duly provided for on such Business Day.

     SECTION 113.  No Security Interest Created.

               Nothing in this Indenture  or in the Debt Securities,  express or
     implied, shall be  construed to  constitute a security  interest under  the
     Uniform Commercial Code or similar legislation, as now or hereafter enacted
     and  in effect  in any jurisdiction  where property  of the  Company or its
     Subsidiaries is or may be located.

     SECTION 114.  Liability Solely Corporate.

               No recourse  shall be had for the payment of the principal of (or
     premium, if  any) or  the  interest on  any Debt  Securities,  or any  part
     thereof,  or  of   the  indebtedness  represented  thereby,   or  upon  any
     obligation,  covenant   or  agreement   of  this  Indenture,   against  any
     incorporator,  or against  any stockholder, officer  or director,  as such,
     past,  present or future, of the Company (or any incorporator, stockholder,
     officer or  director of any  predecessor or successor  corporation), either
     directly  or  through the  Company (or  any  such predecessor  or successor
     corporation), whether by  virtue of  any constitution, statute  or rule  of
     law, or  by the enforcement of  any assessment or penalty  or otherwise; it
     being expressly agreed and understood that this Indenture and all the  Debt
     Securities are solely corporate obligations, and that no personal liability
     whatsoever  shall  attach to,  or be  incurred  by, any  such incorporator,
     stockholder, officer or director,  past, present or future, of  the Company
     (or  any  incorporator,  stockholder,  officer  or  director  of  any  such
     predecessor  or  successor  corporation),  either  directly  or  indirectly
     through  the  Company or  any  such predecessor  or  successor corporation,
     because of the indebtedness hereby authorized  or under or by reason of any
     of the  obligations, covenants,  promises or agreements  contained in  this
     Indenture or  in any of  the Debt Securities or  to be implied  herefrom or
     therefrom;  and that any such personal liability is hereby expressly waived
     and released as a condition of,  and as part of the consideration for,  the
     execution of this Indenture and the issue of securities; provided, however,
     that nothing herein  or in the Debt Securities contained  shall be taken to
     prevent recourse  to and the enforcement  of the liability, if  any, of any
     stockholder or subscriber to capital stock upon or in respect of the shares
     of capital stock not fully paid.

     SECTION 115.  Counterparts.

               This  Indenture may be  executed in  any number  of counterparts,
     each of  which shall be  an original; but such  counterparts shall together

                                          12

<PAGE>



     constitute but one and the same instrument.

                                     ARTICLE TWO

                                 DEBT SECURITY FORMS

     SECTION 201.  Forms Generally.

               The  Debt Securities of each series shall be substantially in one
     of the forms (including global form) established in or pursuant  to a Board
     Resolution  or one or more  indentures supplemental hereto,  and shall have
     such appropriate insertions, omissions, substitutions and other  variations
     as are required or permitted by this Indenture, and may  have such letters,
     numbers or other marks of identification or designation and such legends or
     endorsements placed thereon as the Company may deem appropriate and as  are
     not inconsistent  with the  provisions  of this  Indenture,  or as  may  be
     required  to comply  with  any law  or  with any  rule  or regulation  made
     pursuant thereto or with any rule  or regulation of any securities exchange
     on which any  series of the Debt Securities may be listed, or to conform to
     usage, all as determined by the officers executing such Debt  Securities as
     conclusively  evidenced by their execution of such Debt Securities.  If the
     form of a  series of Debt Securities (or any Global Note) is established in
     or pursuant to a Board Resolution, a copy of such Board Resolution shall be
     delivered to  the Trustee, together  with an Officers'  Certificate setting
     forth the form  of such series, at or prior to  the delivery of the Company
     Order  contemplated by Section 303  for the authentication  and delivery of
     such Debt Securities (or any such Global Note).

                The definitive Debt Securities of  each series shall be printed,
     lithographed or engraved or produced by any combination of these methods on
     steel  engraved borders  or may  be produced  in any  other manner,  all as
     determined by  the officers executing such Debt Securities, as conclusively
     evidenced by their execution of such Debt Securities.

     SECTION 202.  Form of Trustee's Certificate of Authentication.

               The form  of the  Trustee's certificate  of authentication to  be
     borne by the Debt Securities shall be substantially as follows:


                       TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This is  one of the  series of Debt  Securities issued under  the
     within mentioned Indenture.

                                   TEXAS       COMMERCE       BANK      NATIONAL
                                   ASSOCIATION, as Trustee



                                   By
                                             Authorized Signatory







                                          13

<PAGE>



                                    ARTICLE THREE

                                 THE DEBT SECURITIES

     SECTION 301.  Amount Unlimited; Issuable in Series.

               The aggregate principal  amount of  Debt Securities  that may  be
     authenticated and delivered under this Indenture is limited to $250,000,000
     (or, with  respect to any  series of  Debt Securities issued  in a  Foreign
     Currency,  its equivalent based upon the applicable Market Exchange Rate at
     the time of issuance).

               The  Debt Securities may be issued in  one or more series.  There
     shall be established  in or pursuant to a Board  Resolution and (subject to
     Section 303) set  forth in an Officers' Certificate,  or established in one
     or  more  indentures supplemental  hereto, prior  to  the issuance  of Debt
     Securities of any series:

               (1)  the  title of the Debt Securities of the series (which shall
          distinguish the Debt Securities  of such series from all  other series
          of Debt Securities);

               (2)  the limit,  if any, upon  the aggregate principal  amount of
          the  Debt Securities  of  the series  that  may be  authenticated  and
          delivered   under  this   Indenture   (except   for  Debt   Securities
          authenticated and delivered upon  transfer of, or in exchange  for, or
          in lieu  of, other Debt Securities of such series pursuant to Sections
          304, 305, 306, 1006 or 1207);

               (3)  the date or dates on which or periods  during which the Debt
          Securities of the series may be issued, and the  date or dates (or the
          method  of  determination  thereof) on  which  the  principal  of (and
          premium, if any, on) the Debt Securities  of such series are or may be
          payable  (which,  if   so  provided  in   such  Board  Resolution   or
          supplemental indenture may be  determined by the Company from  time to
          time and  set forth in the  Debt Securities of the  series issued from
          time to time);

               (4)  the rate or rates (or  the method of determination  thereof)
          at which  the Debt Securities  of the  series shall bear  interest, if
          any,  and the dates  from which such interest  shall accrue (which, in
          either  case  or both,  if  so provided  in  such Board  Resolution or
          supplemental indenture may be  determined by the Company from  time to
          time and  set forth in the  Debt Securities of the  series issued from
          time to time), the Interest Payment Dates on which such interest shall
          be payable (or the  method of determination thereof), and  the Regular
          Record Dates for the  interest payable on such Interest  Payment Dates
          and, in the case of  Floating Rate Securities, the notice, if  any, to
          Holders regarding  the determination  of  interest and  the manner  of
          giving such notice,  and the extent to which, or  the manner in which,
          any interest  payable on any Global  Note on an Interest  Payment Date
          will be paid if other than in the manner provided in Section 307;

               (5)  the  place or places, if  any, in addition  to or instead of
          the Corporate Trust Office of the Trustee, where the principal of (and
          premium, if any)  and interest on Debt Securities of  the series shall
          be payable;


                                          14

<PAGE>



               (6)  the obligation, if any, of the Company to redeem or purchase
          Debt Securities  of the  series at  the option of  the Holder  and the
          period or  periods within which or  the dates on which,  the prices at
          which and the  terms and conditions upon which  Debt Securities of the
          series shall  be redeemed, repaid or  purchased, in whole  or in part,
          pursuant to such obligation;

               (7)  the period or periods within  which or the date or dates  on
          which, the  price or prices at which and the terms and conditions upon
          which Debt Securities of the series may be redeemed, if  any, in whole
          or in part, at the option of the Company or otherwise;

               (8)  if the coin or  Currency in which the Debt  Securities shall
          be issuable is in  Dollars, the denominations of such  Debt Securities
          if  other  than denominations  of  $1,000  and any  integral  multiple
          thereof (except as provided in Section 304);

               (9)  whether the Debt Securities  of the series are to  be issued
          as Discount Securities and the amount of discount with which such Debt
          Securities  may  be issued  and, if  other  than the  principal amount
          thereof, the portion of the principal amount of Debt Securities of the
          series  which shall be payable upon declaration of acceleration of the
          Maturity thereof pursuant to Section 502;

               (10) provisions, if any, for the defeasance of Debt Securities of
          the series;

               (11) if other than Dollars, the Foreign Currency or Currencies in
          which Debt Securities of the series  shall be denominated, or in which
          payment of the principal  of (and/or premium, if any)  and/or interest
          on  the Debt Securities of the series  may be made, and the particular
          provisions applicable thereto and,  if applicable, the amount of  Debt
          Securities of the  series which entitles the Holder of a Debt Security
          of the series or proxy to one vote for purposes of Section 805;

               (12) if the principal  of (and  premium, if any)  or interest  on
          Debt Securities  of the series are  to be payable, at  the election of
          the Company  or a  Holder thereof,  in a Currency  other than  that in
          which the  Debt  Securities are  denominated or  payable without  such
          election, in addition or in lieu of the provisions of Section 310, the
          period or periods within which and the terms and conditions upon which
          such election may be made  and the time and the manner  of determining
          the exchange rate or rates between the Currency or Currencies in which
          the  Debt Securities are denominated or  payable without such election
          and the  Currency or Currencies in which the Debt Securities are to be
          paid if such election is made;

               (13) the date as of which  any global Debt Security  representing
          any Outstanding  Debt Securities of the series shall be dated if other
          than the date  of original issuance of the first  Debt Security of the
          series to be issued;

               (14) if the amount of  payments of principal of (and  premium, if
          any) or  interest  on  the  Debt  Securities  of  the  series  may  be
          determined with reference to  an index including, but not  limited to,
          an index  based on a Currency  or Currencies other than  that in which
          the Debt Securities are  denominated or payable, or any other  type of
          index, the manner in which such amounts shall be determined;

                                          15

<PAGE>



               (15) if  the Debt  Securities of  the series  are  denominated or
          payable  in a Foreign Currency, any other terms concerning the payment
          of  principal of (and  premium, if any)  or any interest  on such Debt
          Securities (including the Currency or Currencies of payment thereof);

               (16) the  designation  of  the  original  Currency  Determination
          Agent;

               (17) the applicable Overdue Rate, if any;

               (18) if the Debt Securities  of the series do not  bear interest,
          the  applicable  dates for  purposes of  Section  312(a) of  the Trust
          Indenture Act;

               (19) any addition to, or modification  or deletion of, any Events
          of Default or covenants  provided for with respect to  Debt Securities
          of the series;

               (20) whether the Debt Securities of the series shall be issued in
          whole or in part in the form of one or more Global Notes and,  in such
          case, the Depositary for such Global Note or Notes; and

               (21) any  other terms  of the  series (which  terms shall  not be
          inconsistent with the provisions of this Indenture).

               All  Debt Securities  of  any one  series shall  be substantially
     identical  except as to denomination, rate of interest, Stated Maturity and
     the date from  which interest, if  any, shall accrue,  which, as set  forth
     above,  may be  determined by  the  Company from  time to  time as  to Debt
     Securities  of a series  if so provided  in or established  pursuant to the
     authority   granted  in  a  Board  Resolution  or  in  any  such  indenture
     supplemental hereto, and except as may otherwise be provided in or pursuant
     to  such Board Resolution  and (subject to  Section 303) set  forth in such
     Officers' Certificate, or in  any such indenture supplemental hereto.   All
     Debt Securities of any one series need not be issued at  the same time, and
     unless  otherwise  provided,  a series  may  be  reopened  for issuance  of
     additional Debt Securities of such series.

               If any of the terms of a series of Debt Securities is established
     in or pursuant to a Board Resolution, a copy of such Board Resolution shall
     be certified by the Secretary or  an Assistant Secretary of the Company and
     delivered  to the  Trustee at  or prior  to the  delivery of  the Officers'
     Certificate setting forth the terms of the series.

     SECTION 302.  Denominations.

               In  the absence of any specification pursuant to Section 301 with
     respect  to Debt  Securities of  any  series, the  Debt Securities  of such
     series shall  be issuable only in  registered form and  in denominations of
     $1,000  and any  integral multiple  thereof and  shall be  payable  only in
     Dollars.

     SECTION 303.  Execution, Authentication, Delivery and Dating.

               The Debt Securities  of any series shall be executed on behalf of
     the Company  by its  Chairman, a  Vice Chairman,  its President,  its Chief
     Financial Officer, one of  its Vice Presidents or its Treasurer,  under its
     corporate  seal reproduced thereon and attested  by its Secretary or one of

                                          16

<PAGE>



     its  Assistant Secretaries.  The signature of  any of these officers may be
     manual or facsimile.

               Debt  Securities bearing  the manual  or facsimile  signatures of
     individuals who were  at any time the proper officers  of the Company shall
     bind the Company, notwithstanding that such individuals or any of them have
     ceased to  hold such offices  prior to  the authentication and  delivery of
     such  Debt Securities or did not hold such offices at the date of such Debt
     Securities.

               At  any  time and  from  time  to time  after  the execution  and
     delivery of this Indenture, the Company  may deliver Debt Securities of any
     series,  executed  by  the  Company,  to  the  Trustee  for authentication,
     together  with a Company Order for  the authentication and delivery of such
     Debt Securities, and the Trustee in accordance with the Company Order shall
     authenticate and  deliver such Debt Securities.  If all the Debt Securities
     of  any one  series  are not  to  be issued  at  one time  and  if a  Board
     Resolution or  supplemental  indenture relating  to  such series  shall  so
     permit,  such  Company Order  may set  forth  procedures acceptable  to the
     Trustee for the  issuance of such  Debt Securities such  as interest  rate,
     Stated Maturity,  date of issuance  and date from  which interest, if  any,
     shall accrue.

               The Trustee shall  be entitled  to receive, and  (subject to  any
     incorporated provisions) shall be fully protected in relying upon, prior to
     the  authentication and  delivery of  the Debt  Securities of  a particular
     series,  (i) the  supplemental  indenture or  the  Board Resolution  by  or
     pursuant  to which  the form and  terms of  such Debt  Securities have been
     approved and (ii) an Opinion of Counsel stating that:

               (1)  all instruments  furnished by the Company to  the Trustee in
          connection  with   the  authentication  and  delivery   of  such  Debt
          Securities  conform   to  the  requirements  of   this  Indenture  and
          constitute  sufficient   authority  hereunder   for  the   Trustee  to
          authenticate and deliver such Debt Securities;

               (2)  the forms  and  terms  of such  Debt  Securities  have  been
          established in conformity with the provisions of this Indenture;

               (3)  in the event that the forms or terms of such Debt Securities
          have been established in  a supplemental indenture, the execution  and
          delivery of  such supplemental indenture  has been duly  authorized by
          all  necessary  corporate action  of  the  Company, such  supplemental
          indenture has been  duly executed  and delivered by  the Company  and,
          assuming  due authorization, execution and delivery by the Trustee, is
          a  valid and  binding obligation  enforceable against  the  Company in
          accordance  with   its  terms,  subject   to  applicable   bankruptcy,
          insolvency and similar laws  affecting creditors' rights generally and
          subject,  as  to  enforceability,  to  general  principles  of  equity
          (regardless of whether enforcement is sought in a proceeding in equity
          or at law);

               (4)  the execution and delivery of such Debt Securities have been
          duly authorized by all  necessary corporate action of the  Company and
          such  Debt Securities  have been  duly executed  by the  Company, and,
          assuming  due  authentication  by  the Trustee  and  delivery  by  the
          Company,  are valid  and binding  obligations enforceable  against the
          Company in accordance with their terms, entitled to the benefit of the

                                          17

<PAGE>



          Indenture, subject to  applicable bankruptcy,  insolvency and  similar
          laws  affecting  creditors'  rights   generally  and  subject,  as  to
          enforceability, to general principles of equity (regardless of whether
          enforcement is sought in a proceeding in equity or at law) and subject
          to such other exceptions as counsel  shall request and as to which the
          Trustee shall not reasonably object; and

               (5)  the amount  of Debt  Securities Outstanding of  such series,
          together with the amount of such Debt Securities, does not  exceed any
          limit established under the  terms of this Indenture on  the amount of
          Debt  Securities  of  such  series   that  may  be  authenticated  and
          delivered.

               The  Trustee shall  not  be required  to  authenticate such  Debt
     Securities  if  the  issuance of  such  Debt  Securities  pursuant to  this
     Indenture  will affect the Trustee's own rights, duties or immunities under
     the Debt Securities and this Indenture  in a manner which is not reasonably
     acceptable to the Trustee.

               Each Debt Security shall be dated the date of its authentication.

               No  Debt Security  shall be  entitled to  any benefit  under this
     Indenture or be valid or obligatory for any purpose unless there appears on
     such  Debt Security a certificate of authentication substantially in one of
     the  forms  provided for  herein  duly executed  by  the Trustee  or  by an
     Authenticating  Agent, and such certificate upon any Debt Security shall be
     conclusive evidence, and  the only  evidence, that such  Debt Security  has
     been  duly authenticated  and delivered  hereunder and  is entitled  to the
     benefits of this  Indenture.   Notwithstanding the foregoing,  if any  Debt
     Security  shall have been  duly authenticated  and delivered  hereunder but
     never issued  and sold by the  Company, and the Company  shall deliver such
     Debt  Security to the Trustee  for cancellation as  provided in Section 308
     together with a  written statement (which need not comply with Section 102)
     stating  that such  Debt Security  has never  been issued  and sold  by the
     Company, for all  purposes of this  Indenture such  Debt Security shall  be
     deemed never to have  been authenticated and delivered hereunder  and shall
     never be entitled to the benefits of this Indenture.

     SECTION 304.  Temporary Debt Securities; Global Notes.

               (a)   Pending the  preparation of  definitive Debt  Securities of
     any series, the  Company may execute,  and upon Company  Order the  Trustee
     shall  authenticate  and  deliver,  temporary  Debt  Securities  which  are
     printed, lithographed,  typewritten, mimeographed or otherwise produced, in
     any   authorized  denomination   for  Debt   Securities  of   such  series,
     substantially of the  tenor of the  definitive Debt  Securities in lieu  of
     which  they are  issued and  with such  appropriate insertions,  omissions,
     substitutions and  other  variations as  the officers  executing such  Debt
     Securities may  determine, as conclusively evidenced by  their execution of
     such Debt Securities.  Every such temporary Debt Security shall be executed
     by the Company and shall be authenticated and delivered by the Trustee upon
     the same conditions and in substantially the same manner, and with the same
     effect, as the definitive Debt Securities in lieu of which they are issued.

               If temporary  Debt  Securities  of any  series  are  issued,  the
     Company will cause definitive Debt Securities of such series to be prepared
     without unreasonable  delay.   After  the  preparation of  definitive  Debt
     Securities of such  series, the  temporary Debt Securities  of such  series

                                          18

<PAGE>



     shall be exchangeable  for definitive Debt Securities of such  series, of a
     like Stated Maturity and with like terms  and provisions, upon surrender of
     the temporary Debt Securities of such series at the office or agency of the
     Company in  a Place  of  Payment for  such series,  without  charge to  the
     Holder, except  as provided in Section  305 in connection  with a transfer.
     Upon  surrender  for  cancellation  of  any  one  or  more  temporary  Debt
     Securities of any  series, the Company shall execute and  the Trustee shall
     authenticate  and deliver in exchange  therefor a like  principal amount of
     definitive Debt Securities  of the same series of  authorized denominations
     and of a  like Stated  Maturity and like  terms and provisions.   Until  so
     exchanged,  the  temporary  Debt Securities  of  any  series  shall in  all
     respects  be  entitled  to  the  same  benefits  under  this  Indenture  as
     definitive Debt Securities of such series.

               (b)  If the Company shall establish  pursuant to Section 301 that
     the Debt Securities of a series are to be issued in whole or in part in the
     form of one or  more Global Notes, then  the Company shall execute and  the
     Trustee shall,  in accordance with Section  303 and the Company  Order with
     respect to such series, authenticate  and deliver one or more Global  Notes
     in  temporary  or permanent  form  that (i)  shall  represent and  shall be
     denominated in  an amount equal  to the aggregate  principal amount of  the
     outstanding Debt Securities of such series to be represented by one or more
     Global Notes,  (ii) shall be registered  in the name of  the Depositary for
     such Global Note or Notes or the nominee of such Depositary, (iii) shall be
     delivered  by  the  Trustee   to  such  Depositary  or  pursuant   to  such
     Depositary's instruction, and (iv) shall bear a legend substantially to the
     following effect: "Unless and until it is exchanged in whole or in part for
     Debt  Securities  in  definitive  form,  this  Debt  Security  may  not  be
     transferred  except as  a  whole by  the  Depositary to  a  nominee of  the
     Depositary or by a nominee  of the Depositary to the Depositary  or another
     nominee  of the Depositary  or by the  Depositary or any such  nominee to a
     successor Depositary or a nominee of such successor Depositary."

               Notwithstanding any  other provision  of this Section  or Section
     305, unless  and  until  it is  exchanged  in whole  or  in part  for  Debt
     Securities in definitive form, a Global Note representing all  or a portion
     of the Debt Securities of a series may not be transferred except as a whole
     by the Depositary for such series  to a nominee of such Depositary or  by a
     nominee of such Depositary  to such Depositary or  another nominee of  such
     Depositary  or by  such  Depositary  or any  such  nominee  to a  successor
     Depositary for such series or a nominee of such successor Depositary.

               If at any time the Depositary for the Debt Securities of a series
     notifies  the  Company  that  it  is unwilling  or  unable  to  continue as
     Depositary for the  Debt Securities of  such series or  if at any  time the
     Depositary for Debt Securities of a series shall no longer be registered or
     in good standing under the Securities  Exchange Act of 1934, as amended, or
     other  applicable  statute  or  regulation,  the  Company shall  appoint  a
     successor  Depositary with respect to  the Debt Securities  of such series.
     If a  successor Depositary for  the Debt Securities  of such series  is not
     appointed by  the Company within  90 days  after the Company  receives such
     notice  or becomes aware  of such condition, the  Company will execute, and
     the Trustee, upon  receipt of a  Company Order for  the authentication  and
     delivery  of definitive Debt  Securities of such  series, will authenticate
     and  deliver, Debt  Securities of  such  series in  definitive  form in  an
     aggregate principal amount equal to the principal amount of the Global Note
     or  Notes  representing such  series in  exchange for  such Global  Note or
     Notes.

                                          19

<PAGE>



               The Company may at any time  and in its sole discretion determine
     that  the Debt Securities of  any series issued in the  form of one or more
     Global Notes shall no longer  be represented by such Global Note  or Notes.
     In such event, the Company will execute, and the Trustee, upon receipt of a
     Company  Order  for  the authentication  and  delivery  of  definitive Debt
     Securities of such  series, will authenticate and  deliver, Debt Securities
     of such  series in  definitive form  and in  an aggregate  principal amount
     equal to the principal amount of the Global Note or Notes representing such
     series in exchange for such Global Note or Notes.

               If  specified by the Company pursuant to Section 301 with respect
     to Debt  Securities of a  series, the  Depositary for such  series of  Debt
     Securities may surrender a  Global Note for such series of  Debt Securities
     in  exchange in  whole or  in part  for Debt Securities  of such  series in
     definitive  form on such  terms as are  acceptable to the  Company and such
     Depositary.  Thereupon,  the Company  shall execute and  the Trustee  shall
     authenticate and deliver, without charge:

               (i)  to each  Person  specified  by the  Depositary  a  new  Debt
          Security  or  Securities   of  the  same  series   of  any  authorized
          denomination as requested by such Person in aggregate principal amount
          equal to and  in exchange for such Person's beneficial interest in the
          Global Note; and

               (ii) to  the Depositary a new Global Note in a denomination equal
          to  the  difference,  if any,  between  the  principal  amount of  the
          surrendered Global  Note and  the aggregate principal  amount of  Debt
          Securities delivered to Holders thereof.

               Upon  the  exchange  of a  Global  Note  for  Debt Securities  in
     definitive  form, such Global Note shall be  canceled by the Trustee.  Debt
     Securities  issued in exchange for  a Global Note  pursuant to this Section
     304 shall be  registered in such names and in such authorized denominations
     as the Depositary  for such Global Note, pursuant to  instructions from its
     direct  or indirect participants or otherwise,  shall instruct the Trustee.
     The Trustee  shall deliver such  Debt Securities  to the  persons in  whose
     names such Debt Securities are so registered.

     SECTION 305.  Registration, Transfer and Exchange.

               (a)  The  Company shall cause to  be kept at  the Corporate Trust
     Office of  the Trustee a register (the  registers maintained in such office
     and  in any other  office or agency  of the Company  in a Place  of Payment
     being herein sometimes collectively referred to as the "Security Register")
     in which, subject  to such reasonable regulations as it  may prescribe, the
     Company shall provide  for the registration of  the Debt Securities and  of
     transfers and  exchanges of the  Debt Securities.   The  Trustee is  hereby
     appointed "Security  Registrar"  for the  purpose of  registering the  Debt
     Securities and  registering transfers and exchanges of  the Debt Securities
     as  herein provided;  provided,  however,  that  the  Company  may  appoint
     co-Security Registrars.

               Upon surrender for registration of transfer of any  Debt Security
     of any series  at the office or  agency of the Company  maintained for such
     purpose,  the Company shall execute, and the Trustee shall authenticate and
     deliver, in  the name of  the designated transferee,  one or more  new Debt
     Securities of the  same series of like  aggregate principal amount of  such
     denominations as are authorized for Debt Securities of such series and of a

                                          20

<PAGE>



     like Stated Maturity and with like terms and conditions.

               At  the option  of  the Holder,  Debt  Securities of  any  series
     (except  Global Notes) may  be exchanged for  other Debt Securities  of the
     same  series of  like  aggregate  principal amount  and  of a  like  Stated
     Maturity and with  like terms  and conditions, upon  surrender of the  Debt
     Securities to be  exchanged at such  office or agency.   Whenever any  Debt
     Securities are surrendered for exchange, the Company shall execute, and the
     Trustee shall authenticate and deliver, the Debt Securities that the Holder
     making the exchange is entitled to receive.

               (b)  All Debt Securities issued upon any transfer  or exchange of
     Debt Securities shall be  valid obligations of the Company,  evidencing the
     same debt, and  entitled to the same benefits under  this Indenture, as the
     Debt Securities surrendered for such transfer or exchange.

               Every  Debt Security  presented  or surrendered  for transfer  or
     exchange  shall (if  so required  by the  Company or  the Trustee)  be duly
     endorsed,  or be accompanied  by a written  instrument of  transfer in form
     satisfactory to the Company,  the Trustee and the Security  Registrar, duly
     executed by the Holder thereof or his attorney duly authorized in writing.

               No service  charge will be made  for any transfer or  exchange of
     Debt Securities except as provided in Section 306.  The Company may require
     payment  of a sum sufficient to cover  any tax or other governmental charge
     that  may be  imposed  in connection  with  any registration,  transfer  or
     exchange  of Debt Securities, other  than those expressly  provided in this
     Indenture to be  made at the  Company's own expense  or without expense  or
     without charge to the Holders.

               The  Company shall not be  required (i) to  register, transfer or
     exchange Debt  Securities of any  series during a  period beginning at  the
     opening of business 15 days before the  day of the transmission of a notice
     of redemption of  Debt Securities  of such series  selected for  redemption
     under  Section 1204 and ending at the close  of business on the day of such
     transmission, or (ii) to  register, transfer or exchange any  Debt Security
     so  selected for  redemption in  whole  or in  part, except  the unredeemed
     portion of any Debt Security being redeemed in part.

     SECTION 306.  Mutilated, Destroyed, Lost and Stolen Debt Securities.

               If  (i) any mutilated Debt Security is surrendered to the Trustee
     at its Corporate Trust Office, or (ii) the Company and  the Trustee receive
     evidence to  their satisfaction  of the destruction,  loss or theft  of any
     Debt Security, and there is  delivered to the Company and the  Trustee such
     security or indemnity  as may be required by them to  save each of them and
     any Paying Agent harmless, and neither the Company nor the Trustee receives
     notice that  such Debt Security has been acquired by a bona fide purchaser,
     then the Company shall execute  and upon Company Request the  Trustee shall
     authenticate and deliver, in exchange for or in lieu of any such mutilated,
     destroyed, lost  or stolen Debt Security,  a new Debt Security  of the same
     series of like Stated Maturity and with like terms and  conditions and like
     principal amount, bearing a number not contemporaneously Outstanding.

               In case  any  such  mutilated, destroyed,  lost  or  stolen  Debt
     Security  has become or is about to  become due and payable, the Company in
     its discretion  may, instead of issuing a new Debt Security, pay the amount
     due on such Debt Security in accordance with its terms.

                                          21

<PAGE>



               Upon  the issuance of any  new Debt Security  under this Section,
     the Company may require the payment of a sum sufficient to cover any tax or
     other governmental  charge that may  be imposed in respect  thereto and any
     other expenses (including the  fees and expenses of the  Trustee) connected
     therewith.

               Every new Debt  Security of  any series issued  pursuant to  this
     Section shall  constitute an original additional  contractual obligation of
     the Company, whether  or not the  destroyed, lost or  stolen Debt  Security
     shall be at any  time enforceable by anyone,  and shall be entitled  to all
     the benefits of this Indenture equally and proportionately with any and all
     other Debt Securities of that series duly issued hereunder.

               The provisions of this  Section are exclusive and shall  preclude
     (to the  extent lawful) all other  rights and remedies with  respect to the
     replacement  or  payment  of  mutilated,  destroyed, lost  or  stolen  Debt
     Securities or Coupons.










































                                          22

<PAGE>



     SECTION 307.  Payment of Interest; Interest Rights Preserved.

               (a)  Interest  on  any  Debt  Security  that  is payable  and  is
     punctually paid or duly provided for on any Interest Payment  Date shall be
     paid to  the  Person in  whose name  such  Debt Security  (or  one or  more
     Predecessor  Securities)  is registered  at the  close  of business  on the
     Regular Record Date for  such interest notwithstanding the  cancellation of
     such Debt Security upon any transfer or exchange  subsequent to the Regular
     Record Date.  Payment of interest  on Debt Securities shall be made at  the
     offices  of the Paying Agent or Paying Agents specified pursuant to Section
     301 or, at the option of the Company, by check mailed to the address of the
     Person  entitled thereto  as  such address  shall  appear in  the  Security
     Register or,  if provided pursuant to  Section 301, by wire  transfer to an
     account designated by the Holder.

               (b)  Any interest on any Debt Security that is payable but is not
     punctually  paid or duly provided for on  any Interest Payment Date (herein
     called "Defaulted Interest")  shall forthwith  cease to be  payable to  the
     Holder on the  relevant Regular Record  Date by virtue  of his having  been
     such Holder, and such Defaulted Interest may be paid by the Company, at its
     election in each case, as provided in clause (1) or (2) below:

               (1)  The  Company may  elect  to make  payment  of any  Defaulted
          Interest to the Persons in whose names  such Debt Securities (or their
          respective  Predecessor Securities)  are  registered at  the close  of
          business on a Special  Record Date for  the payment of such  Defaulted
          Interest, which shall be fixed  in the following manner.   The Company
          shall  notify  the  Trustee in  writing  of  the  amount of  Defaulted
          Interest proposed to  be paid on each such Debt  Security and the date
          of the  proposed  payment, and  at  the same  time the  Company  shall
          deposit  with  the Trustee  an  amount of  money  in  the Currency  or
          Currency  unit in which the Debt Securities of such series are payable
          (except  as otherwise specified pursuant to Sections 301 or 310) equal
          to  the aggregate  amount  proposed  to be  paid  in  respect of  such
          Defaulted  Interest or  shall  make arrangements  satisfactory to  the
          Trustee for  such deposit prior  to the date of  the proposed payment,
          such money when  deposited to be held in trust for  the benefit of the
          Persons  entitled  to  such  Defaulted  Interest  as  in  this  clause
          provided.   Thereupon the Trustee shall fix  a Special Record Date for
          the payment  of such Defaulted Interest  which date shall be  not more
          than  15 days  and not  less than  10 days  prior to  the date  of the
          proposed payment  and not less than  10 days after the  receipt by the
          Trustee  of the  notice of  the proposed payment.   The  Trustee shall
          promptly notify the  Company of such Special  Record Date and,  in the
          name and  at the expense  of the  Company, shall cause  notice of  the
          proposed payment  of such  Defaulted Interest  and the Special  Record
          Date  therefor  to be  mailed,  first-class  postage prepaid,  to  the
          Holders of such  Debt Securities at their addresses  as they appear in
          the  Security Register,  not less than  10 days prior  to such Special
          Record  Date.    Notice of  the  proposed  payment  of such  Defaulted
          Interest  and the Special Record  Date therefor having  been mailed as
          aforesaid, such Defaulted  Interest shall  be paid to  the Persons  in
          whose  names such  Debt  Securities (or  their respective  Predecessor
          Securities)  are registered at the  close of business  on such Special
          Record Date and shall no longer  be payable pursuant to the  following
          clause (2).

               (2)  The Company may  make payment of  any Defaulted Interest  on

                                          23

<PAGE>



          Debt Securities in any  other lawful manner not inconsistent  with the
          requirements of any securities exchange  on which such Debt Securities
          may be  listed,  and upon  such  notice as  may  be required  by  such
          exchange, if, after notice given by the Company to the  Trustee of the
          proposed payment pursuant to this clause, such manner of payment shall
          be deemed practicable by the Trustee.

               (c)  Subject to  the foregoing  provisions of this  Section, each
     Debt  Security  delivered  under this  Indenture  upon  transfer  of or  in
     exchange for or in lieu  of any other Debt Security shall  carry the rights
     to interest accrued  and unpaid, and to accrue, which  were carried by such
     other Debt Security.

     SECTION 308.  Cancellation.

               Unless  otherwise  specified pursuant  to  Section  301 for  Debt
     Securities  of any  series,  all Debt  Securities surrendered  for payment,
     redemption, transfer,  exchange  or credit  against  any sinking  fund,  if
     surrendered to any Person other than the Trustee, shall be delivered to the
     Trustee.  All  Debt Securities so  delivered shall be promptly  canceled by
     the Trustee.   The  Company  may at  any time  deliver to  the Trustee  for
     cancellation  any  Debt Securities  previously authenticated  and delivered
     hereunder that the Company may have  acquired in any manner whatsoever, and
     may deliver to  the Trustee  (or to any  other Person  for delivery to  the
     Trustee)  for cancellation  any  Debt  Securities previously  authenticated
     hereunder which  the Company  has not issued,  and all  Debt Securities  or
     Coupons so  delivered shall be promptly  canceled by the Trustee.   No Debt
     Securities shall  be authenticated in lieu  of or in exchange  for any Debt
     Securities  canceled  as provided  in  this  Section, except  as  expressly
     permitted  by this Indenture.   All  canceled Debt  Securities held  by the
     Trustee shall be destroyed by the Trustee, and the Trustee  shall deliver a
     certificate to  such effect to  the Company.   The acquisition of  any Debt
     Securities by the Company shall not operate as a redemption or satisfaction
     of  the  indebtedness  represented  thereby  unless  and  until  such  Debt
     Securities are surrendered to the Trustee for cancellation.

     SECTION 309.  Computation of Interest.

               Except  as otherwise specified  pursuant to Section  301 for Debt
     Securities of  any series, interest on  the Debt Securities of  each series
     shall be computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 310.  Currency of Payments In Respect of Debt Securities.

               (a)  With respect to Debt Securities of any series not permitting
     the election  provided for in paragraph  (b) below or the  Holders of which
     have not made  the election provided for in paragraph  (b) below, except as
     provided in paragraph (d) below, payment of the principal of (and  premium,
     if  any) and any interest on any Debt  Security of such series will be made
     in the Currency in which such Debt Security is payable.

               (b)  It may be provided  pursuant to Section 301 with  respect to
     the Debt  Securities of  any  series that  Holders shall  have the  option,
     subject to paragraphs (d)  and (e) below, to receive  payments of principal
     of (and premium, if any) and any interest on such Debt Securities in any of
     the Currencies  that may be designated  for such election by  delivering to
     the Trustee and the Currency Determination Agent  a written election, to be
     in form and substance satisfactory to the Trustee, not later than the close

                                          24

<PAGE>



     of  business  on the  Election  Date immediately  preceding  the applicable
     payment date.   If a Holder so elects to  receive such payments in any such
     Currency,  such election  will  remain in  effect  for such  Holder or  any
     transferee of such  Holder until changed by such  Holder or such transferee
     by written  notice to the Trustee and the Currency Determination Agent (but
     any such change  must be made not  later than the close of  business on the
     Election Date immediately preceding  the next payment date to  be effective
     for the payment  to be  made on  such payment date  and no  such change  or
     election  may be  made with  respect to  payments to  be  made on  any Debt
     Security  of such  series with  respect to  which an  Event of  Default has
     occurred or notice of redemption has  been given by the Company pursuant to
     Article Twelve).   Any Holder of any such  Debt Security who shall not have
     delivered any such election  to the Trustee and the  Currency Determination
     Agent by the close of business on the applicable Election Date will be paid
     the amount due on the  applicable payment date in the relevant  Currency as
     provided in paragraph (a) of this Section 310.

               (c)  If  the election referred to in paragraph (b) above has been
     provided for  pursuant  to Section  301,  then not  later than  the  fourth
     Business Day after the Election Date  for each payment date, the Trustee or
     the  Currency Determination  Agent will  deliver to  the Company  a written
     notice  specifying,  in the  Currency  in  which each  series  of the  Debt
     Securities are  payable, the respective  aggregate amounts of  principal of
     (and premium, if any) and any interest on the Debt Securities to be paid on
     such payment date, specifying the amounts so payable in respect of the Debt
     Securities as to which  the Holders of  Debt Securities denominated in  any
     Currency shall have elected to  be paid in another Currency as  provided in
     paragraph (b)  above.  If the  election referred to in  paragraph (b) above
     has been provided  for pursuant to Section 301  and if at least  one Holder
     has  made such election,  then, on the  second Business  Day preceding each
     payment  date, the  Company will deliver  to the  Trustee and  the Currency
     Determination Agent  an Exchange Rate  Officer's Certificate in  respect of
     the Currency payments to be made on such payment date.  The Currency amount
     receivable by  Holders of  Debt Securities  who have  elected payment  in a
     Currency as provided  in paragraph  (b) above  shall be  determined by  the
     Company on  the basis of the  applicable Market Exchange Rate  in effect on
     the third Business  Day (the "Valuation  Date") immediately preceding  each
     payment date.

               (d)  If  a  Conversion Event  occurs  with respect  to  a Foreign
     Currency, the  ECU or  any other  Currency unit  in which  any of  the Debt
     Securities  are denominated or payable  other than pursuant  to an election
     provided for  pursuant to paragraph  (b) above, then  with respect to  each
     date for the payment of principal of (and premium, if any) and any interest
     on the  applicable Foreign Currency,  the ECU  or such other  Currency unit
     occurring after  the last date on  which such Foreign Currency,  the ECU or
     such other Currency unit was used (the "Conversion Date"), the Dollar shall
     be the Currency of  payment for use on each such payment  date.  The Dollar
     amount to be paid by  the Company to the Trustee and by the  Trustee or any
     Paying Agent  to the Holders of  such Debt Securities with  respect to such
     payment date  shall be the Dollar Equivalent of the Foreign Currency or, in
     the case of a Currency unit, the Dollar Equivalent of the Currency Unit, in
     each case  as determined by the Currency  Determination Agent in the manner
     provided in paragraph (f) or (g) below.

               (e)  If the Holder of a Debt Security denominated in any Currency
     shall have  elected to be paid in another Currency as provided in paragraph
     (b)  above, and  a  Conversion Event  occurs with  respect to  such elected

                                          25

<PAGE>



     Currency,  such Holder  shall  receive payment  in  the Currency  in  which
     payment  would have  been made  in  the absence  of  such election.   If  a
     Conversion Event occurs with respect to the Currency in which payment would
     have  been made in the absence of  such election, such Holder shall receive
     payment in Dollars as provided in paragraph (d) of this Section 310.

               (f)  The  "Dollar Equivalent  of the  Foreign Currency"  shall be
     determined  by the Currency Determination  Agent and shall  be obtained for
     each subsequent payment  date by converting the specified  Foreign Currency
     into Dollars at the Market Exchange Rate on the Conversion Date.

               (g)  The  "Dollar  Equivalent  of  the Currency  Unit"  shall  be
     determined  by  the  Currency  Determination  Agent  and  subject  to   the
     provisions of paragraph (h) below, shall be the sum of each amount obtained
     by  converting the Specified Amount of each Component Currency into Dollars
     at the  Market Exchange Rate for  such Component Currency  on the Valuation
     Date with respect to each payment.

               (h)  For  purposes of this Section  310 the following terms shall
     have the following meanings:

               A "Component  Currency" shall  mean  any Currency  which, on  the
     Conversion  Date, was a component  currency of the  relevant Currency unit,
     including, but not limited to, the ECU.

               A  "Specified Amount"  of  a Component  Currency  shall mean  the
     number of  units of such Component Currency or fractions thereof which were
     represented in the relevant  currency unit, including, but not  limited to,
     the ECU, on the Conversion Date.  If after the Conversion Date the official
     unit  of  any  Component  Currency is  altered  by  way  of  combination or
     subdivision,  the  Specified Amount  of  such Component  Currency  shall be
     divided or multiplied in the same proportion.  If after the Conversion Date
     two or more Component  Currencies are consolidated into a  single Currency,
     the  respective  Specified Amounts  of such  Component Currencies  shall be
     replaced by  an amount  in such  single Currency  equal to the  sum of  the
     respective  Specified  Amounts of  such  consolidated  Component Currencies
     expressed in such single  Currency, and such  amount shall thereafter be  a
     Specified Amount and such  single Currency shall thereafter be  a Component
     Currency.  If  after the  Conversion Date any  Component Currency shall  be
     divided into two or more Currencies, the Specified Amount of such Component
     Currency shall be  replaced by amounts of such two  or more Currencies with
     appropriate Dollar  equivalents at the Market Exchange  Rate on the date of
     such  replacement equal to the dollar equivalent of the Specified Amount of
     such former Component  Currency at the Market  Exchange Rate on  such date,
     and  such amounts shall thereafter be Specified Amounts and such Currencies
     shall thereafter be Component Currencies.  If  after the Conversion Date of
     the  relevant Currency  unit,  including but  not  limited to,  the ECU,  a
     Conversion Event (other than any event referred to above in this definition
     of "Specified Amount")  occurs with  respect to any  Component Currency  of
     such  Currency unit, the Specified Amount of such Component Currency shall,
     for purposes of calculating the Dollar  Equivalent of the Currency Unit, be
     converted into  Dollars  at the  Market  Exchange  Rate in  effect  on  the
     Conversion Date of such Component Currency.

               "Election  Date" shall mean the  record date with  respect to any
     payment date, and  with respect to the Maturity shall  mean the record date
     (if within 16  or fewer days prior  to the Maturity) immediately  preceding
     the  Maturity, and  with  respect to  any series  of Debt  Securities whose

                                          26

<PAGE>



     record date immediately  preceding the Maturity is more than  16 days prior
     to the Maturity or any series of  Debt Securities for which no record dates
     are provided with respect to interest payments, shall mean the date that is
     16 days prior to the Maturity.

               (i)  All   decisions   and   determinations   of   the   Currency
     Determination  Agent  regarding  the   Dollar  Equivalent  of  the  Foreign
     Currency,  the  Dollar  Equivalent of  the  Currency  Unit  and the  Market
     Exchange Rate shall  be in its sole discretion and shall, in the absence of
     manifest error, be conclusive for all purposes and irrevocably binding upon
     the Company and all Holders of  the Debt Securities denominated or  payable
     in the relevant Currency.   In the event of a Conversion Event with respect
     to  a   Foreign  Currency,  the  Company,  after   learning  thereof,  will
     immediately give written  notice thereof  to the Trustee  and the  Currency
     Determination Agent (and  the Trustee will promptly  thereafter give notice
     in the  manner provided  in  Section 105  to  the Holders)  specifying  the
     Conversion Date.  In  the event of a  Conversion Event with respect to  the
     ECU or any  other Currency in which Securities are  denominated or payable,
     the  Company, after learning thereof,  will immediately give notice thereof
     to  the  Trustee (and  the Trustee  will  promptly thereafter  give written
     notice in the manner provided in Section 105 to the Holders) specifying the
     Conversion Date and  the Specified Amount of each Component Currency on the
     Conversion Date.   In the event  of any subsequent change  in any Component
     Currency as set  forth in  the definition  of Specified  Amount above,  the
     Company,  after learning thereof, will similarly give written notice to the
     Trustee.  The Trustee shall be fully justified and protected in relying and
     acting upon  information received by it  from the Company  and the Currency
     Determination Agent and shall  not otherwise have any duty or obligation to
     determine such information independently.

               (j)   For purposes of  any provision of  the Indenture where  the
     Holders of Outstanding  Debt Securities  may perform an  Act that  requires
     that  a  specified percentage  of the  Outstanding  Debt Securities  of all
     series perform such  Act and for purposes of any  decision or determination
     by the Trustee of amounts due and unpaid for the principal of (and premium,
     if any) and  interest on the  Debt Securities of all  series in respect  of
     which moneys are to be disbursed ratably, the principal of (and premium, if
     any)  and  interest on  the Outstanding  Debt  Securities denominated  in a
     Foreign  Currency  will be  the amount  in  Dollars based  upon  the Market
     Exchange Rate  for Debt  Securities  of such  series, as  of  the date  for
     determining whether the Holders entitled to perform such Act have performed
     it, or as of the date of such decision or determination  by the Trustee, as
     the case may be.

     SECTION 311.  Judgments.

               If for  the purpose of  obtaining a  judgment in  any court  with
     respect to  any  obligation of  the  Company hereunder  or  under any  Debt
     Security, it  shall become necessary to convert into any other Currency any
     amount in the Currency due hereunder or under such Debt Security, then such
     conversion  shall be made at  the Market Exchange Rate  as in effect on the
     date  the Company shall make payment to  any Person in satisfaction of such
     judgment.   If pursuant to any such judgment, conversion shall be made on a
     date other  than the date  payment is made and  there shall occur  a change
     between such Market Exchange Rate and the Market Exchange Rate as in effect
     on the date  of payment, the Company agrees to  pay such additional amounts
     (if any) as may be necessary to ensure that the amount paid is equal to the
     amount in such other Currency which, when converted at  the Market Exchange

                                          27

<PAGE>



     Rate as in effect  on the date  of payment or  distribution, is the  amount
     then due hereunder  or under such Debt  Security.  Any amount  due from the
     Company under this Section 311 shall  be due as a separate debt and  is not
     to be affected by  or merged into any judgment being obtained for any other
     sums due  hereunder  or in  respect of  any Debt  Security.   In no  event,
     however,  shall the  Company be  required to  pay more  in the  Currency or
     Currency  unit due  hereunder or  under such  Debt Security  at the  Market
     Exchange Rate as in effect when payment is made than the amount of Currency
     stated to be due hereunder or under such Debt Security so that in any event
     the Company's obligations  hereunder or  under such Debt  Security will  be
     effectively maintained  as obligations  in such  Currency, and  the Company
     shall  be entitled to withhold  (or be reimbursed for,  as the case may be)
     any excess of  the amount actually realized  upon any such conversion  over
     the amount due and payable on the date of payment or distribution.


                                     ARTICLE FOUR

                              SATISFACTION AND DISCHARGE

     SECTION 401.  Satisfaction and Discharge of Indenture.

               This Indenture, with respect to the Debt Securities of any series
     (if all  series issued under this Indenture are not to be affected), shall,
     upon  Company Request,  cease to  be of  further effect  (except as  to any
     surviving  rights  of registration  of transfer  or  exchange of  such Debt
     Securities  herein expressly provided for and rights to receive payments of
     principal  (and premium, if any) and interest  on such Debt Securities) and
     the   Trustee,  at  the  expense  of  the  Company,  shall  execute  proper
     instruments  acknowledging satisfaction  and discharge  of  this Indenture,
     when




























                                          28

<PAGE>



          (1)   either

               (A)  all Debt Securities of such series theretofore authenticated
          and delivered (other  than (i)  Debt Securities of  such series  which
          have been  destroyed, lost or stolen  and which have  been replaced or
          paid  as provided  in Section  306 and  (ii) Debt  Securities  of such
          series for whose payment money has theretofore been deposited in trust
          or segregated and held in  trust by the Company and thereafter  repaid
          to the  Company or discharged from such  trust, as provided in Section
          1103) have been delivered to the Trustee for cancellation; or

               (B)  all Debt Securities of such series not theretofore delivered
          to the Trustee for cancellation,

                 (i)     have become due and payable; or

                (ii)     will become  due and  payable at their  Stated Maturity
               within one year; or 

               (iii)     are to be  called for redemption within  one year under
               arrangements satisfactory to the Trustee for the giving of notice
               by  the Trustee in the name, and  at the expense, of the Company,
               and  the Company,  in the  case  of (i),  (ii) or  (iii) of  this
               subclause  (B),  has  irrevocably   deposited  or  caused  to  be
               deposited  with  the Trustee  as trust  funds  in trust  for such
               purpose an amount in  the Currency in which such  Debt Securities
               are  denominated  (except  as   otherwise  provided  pursuant  to
               Sections  301 or 310), sufficient to pay and discharge the entire
               indebtedness on such Debt  Securities for principal (and premium,
               if any) and interest  to the date of such deposit (in the case of
               Debt  Securities which  have become  due and  payable) or  to the
               Stated Maturity or Redemption Date, as the case may be; provided,
               however, in the  event a  petition for relief  under the  federal
               bankruptcy laws, as  now or hereafter  constituted, or any  other
               applicable federal  or  state  bankruptcy,  insolvency  or  other
               similar law, is filed with respect to the Company  within 91 days
               after  the  deposit and  the Trustee  is  required to  return the
               deposited money  to the Company,  the obligations of  the Company
               under this Indenture with respect  to such Debt Securities  shall
               not be deemed terminated or discharged;

          (2)   the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (3)   the  Company   has  delivered   to  the  Trustee   an  Officers'
     Certificate  and an  Opinion of  Counsel each  stating that  all conditions
     precedent herein provided for relating to the satisfaction and discharge of
     this Indenture with respect to such series have been complied with.

     Notwithstanding  the  satisfaction and  discharge  of  this Indenture,  the
     obligations   of  the  Company  to  the  Trustee  under  Section  607,  the
     obligations  of the Trustee to  any Authenticating Agent  under Section 611
     and,  if  money shall  have  been deposited  with  the Trustee  pursuant to
     subclause (B) of clause (1) of this Section, the obligations of the Trustee
     under Section  402 and  the last paragraph  of Section 1103  shall survive.
     If, after the deposit  referred to in this  Section 401 has been made,  (x)
     the Holder of a Debt Security  is entitled to, and does, elect  pursuant to
     Section  310(b), to receive payment in a  Currency other than that in which

                                          29

<PAGE>



     the deposit pursuant to this  Section 401 was made, or (y) if  a Conversion
     Event occurs with respect to the Currency  in which the deposit was made or
     elected to be received by  the Holder pursuant to Section 310(b),  then the
     indebtedness represented by such Debt Security shall be fully discharged to
     the extent that  the deposit made with respect to  such Debt Security shall
     be converted into the Currency in which such payment is made.

     SECTION 402.  Application of Trust Money.

               Subject  to the provisions of the last paragraph of Section 1103,
     all money deposited with the Trustee  pursuant to Section 401 shall be held
     in trust  and applied by it, in accordance  with the provisions of the Debt
     Securities and this Indenture,  to the payment, either directly  or through
     any Paying Agent (including the Company  acting as its own Paying Agent) as
     the  Trustee may  determine,  to  the  Persons  entitled  thereto,  of  the
     principal (and premium, if any)  and interest for whose payment  such money
     has been deposited with the Trustee.


                                     ARTICLE FIVE

                                       REMEDIES

     SECTION 501.  Events of Default.

               "Event  of Default"  wherever  used herein  with respect  to Debt
     Securities of  any series means any  one of the  following events (whatever
     the reason for such  Event of Default and whether it  shall be voluntary or
     involuntary or be  effected by operation of law, pursuant  to any judgment,
     decree or  order of  any court  or any  order, rule  or  regulation of  any
     administrative or governmental body):

               (1)  default  in  the  payment  of any  interest  upon  any  Debt
          Security  of  such  series  when  it  becomes  due  and  payable,  and
          continuance of such default for a period of 30 days; or

               (2)  default  in the payment of the principal of (and premium, if
          any, on) any Debt Security of such series at its Maturity; or

               (3)  default in the  performance, or breach,  of any covenant  or
          warranty  of the Company  in this Indenture (other  than a covenant or
          warranty a default in  whose performance or whose breach  is elsewhere
          in  this Section specifically dealt  with or which  expressly has been
          included in this Indenture  solely for the benefit of  Debt Securities
          of a series  other than such series), and continuance  of such default
          or breach  for a  period of  60 days  after there  has been  given, by
          registered or certified mail, to the  Company by the Trustee or to the
          Company and  the Trustee by the  Holders of at least  10% in principal
          amount  of the Outstanding Debt  Securities of such  series, a written
          notice  specifying such  default  or breach  and  requiring it  to  be
          remedied  and  stating  that such  notice  is  a  "Notice of  Default"
          hereunder; or

               (4)   the entry of a decree or order for relief in respect of the
          Company  by  a  court  having  jurisdiction  in  the  premises  in  an
          involuntary  case  under  the  federal  bankruptcy  laws,  as  now  or
          hereafter  constituted,  or  any  other applicable  federal  or  state
          bankruptcy,  insolvency or  other similar  law, or  a decree  or order

                                          30

<PAGE>



          adjudging  the  Company a  bankrupt  or  insolvent,  or  approving  as
          properly  filed   a  petition  seeking   reorganization,  arrangement,
          adjustment or  composition of or  in respect of the  Company under any
          applicable federal or state law, or appointing a receiver, liquidator,
          assignee, custodian, trustee, sequestrator (or other similar official)
          of the Company or of any substantial part of its property, or ordering
          the winding up  or liquidation of its affairs, and  the continuance of
          any such decree  or order unstayed  and in effect  for a period of  60
          consecutive days; or

               (5)   the commencement by  the Company of a  voluntary case under
          the federal bankruptcy laws,  as now or hereafter constituted,  or any
          other  applicable federal  or  state bankruptcy,  insolvency or  other
          similar law, or the consent by it to the entry of  an order for relief
          in an involuntary case  under any such law or to  the appointment of a
          receiver, liquidator, assignee,  custodian, trustee, sequestrator  (or
          other  similar official) of the Company or  of any substantial part of
          its property, or the making by it of an  assignment for the benefit of
          its  creditors, or the admission by it  in writing of its inability to
          pay its debts generally as they become due, or the taking of corporate
          action by the Company in furtherance of any such action; or

               (6)   any other  Event of Default  provided with respect  to Debt
          Securities of that series pursuant to Section 301.


     SECTION 502. Acceleration of Maturity; Rescission and Annulment.

               If an  Event of Default  with respect  to Debt Securities  of any
     series at the time Outstanding occurs and is continuing, then in every such
     case the Trustee or the Holders of not less than 25% in principal amount of
     Outstanding Debt Securities of such series may declare the principal amount
     (or, if any  Debt Securities of such  series are Discount  Securities, such
     portion  of the  principal amount  of such  Discount Securities  as may  be
     specified  in  the terms  of  such  Discount Securities)  of  all  the Debt
     Securities of such series to be due and payable immediately, by a notice in
     writing to the  Company (and to the Trustee if given  by Holders), and upon
     any  such declaration  such principal  amount (or  specified amount)  shall
     become  immediately due and  payable.  Upon  payment of such  amount in the
     Currency in which such Debt Securities are denominated (except as otherwise
     provided pursuant to Sections 301  or 310), all obligations of the  Company
     in  respect of  the payment  of principal  of the  Debt Securities  of such
     series shall terminate.

               At any time after such a declaration of acceleration with respect
     to Debt  Securities of any  series has been made  and before a  judgment or
     decree for payment  of the money  due has been  obtained by the Trustee  as
     hereinafter  in this  Article  provided,  the  Holders  of  a  majority  in
     principal  amount of  the Outstanding  Debt Securities  of such  series, by
     written notice to  the Company and the Trustee, may  rescind and annul such
     declaration and its consequences if:

               (1)   the Company has paid or deposited with the Trustee a sum in
          the  Currency in which such Debt Securities are denominated (except as
          otherwise provided pursuant to Sections 301 or 310) sufficient to pay

                    (A)   all  overdue  installments  of  interest on  all  Debt
               Securities of such series;

                                          31

<PAGE>



                    (B)  the principal  of (and  premium, if  any, on) any  Debt
               Securities of such series which have become due otherwise than by
               such declaration of acceleration and interest thereon at the rate
               or rates prescribed therefor in such Debt Securities;

                    (C)   to the extent that payment of such interest is lawful,
               interest  upon  overdue installments  of  interest  on each  Debt
               Security at the Overdue Rate; and

                    (D)  all sums paid  or advanced by the Trustee hereunder and
               the reasonable compensation, expenses, disbursements and advances
               of the Trustee, its agents  and counsel; provided, however,  that
               all sums payable under this clause (D) shall be paid in Dollars;

          and

               (2)   all Events  of Default with  respect to Debt  Securities of
          such  series, other  than  the nonpayment  of  the principal  of  Debt
          Securities  of  such  series which  have  become  due  solely by  such
          declaration  of acceleration, have been cured or waived as provided in
          Section 513.

     No such rescission and waiver shall affect any subsequent default or impair
     any right consequent thereon.

     SECTION 503.  Collection  of  Indebtedness  and Suits  for  Enforcement  by
     Trustee.

               The Company covenants that if:

               (1)   default  is made  in  the  payment  of any  installment  of
          interest  on  any Debt  Security when  such  interest becomes  due and
          payable and such default continues for a period of 30 days;

               (2)  default  is made in the payment of principal of (or premium,
          if any, on) any Debt Security at the Maturity thereof; or

               (3)  default is made in the making or satisfaction of any sinking
          fund  payment  or  analogous  obligation  when  the same  becomes  due
          pursuant to the terms of the Debt Securities of any series;

     the Company will, upon demand of the Trustee, pay to it, for the benefit of
     the Holders of such Debt Securities the amount then due and payable on such
     Debt Securities for  the principal (and premium,  if any) and  interest, if
     any, and,  to the extent  that payment  of such interest  shall be  legally
     enforceable,  interest upon the overdue principal (and premium, if any) and
     upon  overdue  installments  of interest,  at  the  Overdue  Rate; and,  in
     addition thereto, such  further amount as shall be  sufficient to cover the
     costs and  expenses of  collection, including the  reasonable compensation,
     expenses,  disbursements and  advances  of  the  Trustee,  its  agents  and
     counsel.

               If  the  Company fails  to pay  such  amount forthwith  upon such
     demand, the Trustee,  in its own name  and as trustee of  an express trust,
     may  institute a judicial proceeding for the  collection of the sums so due
     and unpaid, and may prosecute such  proceeding to judgment or final decree,
     and may enforce the same against the Company or any other obligor upon such
     Debt  Securities, and collect the moneys  adjudged or decreed to be payable

                                          32

<PAGE>



     in the manner  provided by law out  of the property  of the Company or  any
     other obligor upon such Debt Securities wherever situated.

               If  an Event of  Default with respect  to Debt Securities  of any
     series occurs  and is continuing, the Trustee may in its discretion proceed
     to protect and  enforce its rights  and the rights  of the Holders  of Debt
     Securities of such series  by such appropriate judicial proceedings  as the
     Trustee shall deem most effectual  to protect and enforce any such  rights,
     whether for  the specific enforcement of any  covenant or agreement in this
     Indenture or in  aid of  the exercise of  any power granted  herein, or  to
     enforce any other proper remedy.

     SECTION 504.  Trustee May File Proofs of Claim.

               In  case  of  the   pendency  of  any  receivership,  insolvency,
     liquidation,    bankruptcy,   reorganization,    arrangement,   adjustment,
     composition or other judicial proceedings, or any voluntary  or involuntary
     case  under the federal bankruptcy  laws, as now  or hereafter constituted,
     relative  to the Company or any other  obligor upon the Debt Securities, if
     any, of a particular series or the property of the Company or of such other
     obligor  or  their  creditors,  the Trustee  (irrespective  of  whether the
     principal of such Debt Securities shall then be due and  payable as therein
     expressed or by declaration  of acceleration or otherwise and  irrespective
     of whether the Trustee  shall have made any demand  on the Company for  the
     payment  of overdue principal or interest) shall be entitled and empowered,
     by intervention in such proceeding or otherwise:

            (i)     to file and prove  a claim for the whole amount of principal
          (or,  if the Debt Securities  of such series  are Discount Securities,
          such portion  of the principal amount  as may be due  and payable with
          respect  to such series pursuant  to a declaration  in accordance with
          Section  502) (and premium, if  any) and interest  owing and unpaid in
          respect of the Debt Securities  of such series and to file  such other
          papers or documents as may be necessary or advisable in  order to have
          the  claims of  the Trustee  (including any  claim for  the reasonable
          compensation, expenses, disbursements and advances of the Trustee, its
          agents  and counsel) and  of the Holders  of such Debt  Securities and
          Coupons allowed in such judicial proceeding; and

           (ii)     to collect and receive any moneys or other property  payable
          or deliverable on any such claims and to distribute the same;

     and any receiver, assignee, trustee, custodian, liquidator, sequestrator or
     other similar official  in any such proceeding is hereby authorized by each
     such Holder to make such payments to the Trustee, and in the event that the
     Trustee  shall  consent to  the making  of such  payments directly  to such
     Holders,  to pay  to  the Trustee  any  amount due  it  for the  reasonable
     compensation,  expenses, disbursements  and  advances of  the Trustee,  its
     agents  and counsel,  and any other  amounts due the  Trustee under Section
     607.

               Nothing herein contained shall be deemed to authorize the Trustee
     to authorize or  consent to or accept or adopt on  behalf of any Holder any
     plan of  reorganization, arrangement, adjustment  or composition  affecting
     the Debt Securities of such series or the rights of any Holder  thereof, or
     to  authorize the Trustee to vote in respect  of the claim of any Holder in
     any such proceeding.


                                          33

<PAGE>



     SECTION  505.  Trustee  May  Enforce  Claims  Without  Possession  of  Debt
     Securities.

               All rights of action and claims under this Indenture or the  Debt
     Securities of  any series  may be  prosecuted and enforced  by the  Trustee
     without the possession  of any  of such Debt  Securities or the  production
     thereof  in  any  proceeding  relating  thereto, and  any  such  proceeding
     instituted  by the Trustee shall be brought in  its own name, as trustee of
     an express  trust, and any recovery of  judgment shall, after provision for
     the  payment of  the reasonable  compensation, expenses,  disbursements and
     advances of the Trustee, its agents and counsel, be for the ratable benefit
     of the Holders of the Debt Securities in respect of which such judgment has
     been recovered.

     SECTION 506.  Application of Money Collected.

               Any money collected by the Trustee pursuant to this Article shall
     be applied  in  the following  order, at  the date  or dates  fixed by  the
     Trustee and,  in case  of  the distribution  of such  money  on account  of
     principal (and premium, if any) or interest, upon presentation of  the Debt
     Securities of any series in  respect of which money has been  collected and
     the  notation  thereon of  the  payment  if only  partially  paid and  upon
     surrender thereof if fully paid:

               FIRST:  To the  payment  of all  amounts  due the  Trustee  under
          Section 607;

               SECOND: To the  payment of  the amounts then  due and unpaid  for
          principal of (and premium, if any) and interest on the Debt Securities
          of  such series, in respect of which  or for the benefit of which such
          money has been  collected ratably, without  preference or priority  of
          any  kind, according  to  the amounts  due  and payable  on  such Debt
          Securities  for   principal  (and  premium,  if   any)  and  interest,
          respectively; and

               THIRD:   The balance, if  any, to the Person  or Persons entitled
               thereto.

     SECTION 507.  Limitation on Suits.

               No Holder of any Debt Security of any series shall have any right
     to  institute any proceeding, judicial  or otherwise, with  respect to this
     Indenture,  or for  the appointment of  a receiver  or trustee,  or for any
     other remedy hereunder, unless:

               (1)  such  Holder  has previously  given  written  notice to  the
          Trustee of a continuing Event of Default with respect to such series;

               (2)   the Holders of not less than 25% in principal amount of the
          Outstanding  Debt Securities  of such  series shall have  made written
          request to the  Trustee to  institute proceedings in  respect of  such
          Event of Default in its own name as Trustee hereunder;

               (3)   such  Holder  or  Holders   have  offered  to  the  Trustee
          reasonable indemnity against the costs, expenses and liabilities to be
          incurred in compliance with such request;

               (4)  the  Trustee for 60 days  after its receipt  of such notice,

                                          34

<PAGE>



          request  and offer  of  indemnity has  failed  to institute  any  such
          proceeding; and

               (5)   no  direction inconsistent  with such  written request  has
          been given to the Trustee during  such 60-day period by the Holders of
          a majority in principal  amount of the Outstanding Debt  Securities of
          such series;

     it being understood  and intended that no one or more of such Holders shall
     have any right in any manner whatever by virtue  of, or by availing of, any
     provision of this Indenture to affect,  disturb or prejudice the rights  of
     any other  such Holders or of the Holders of Outstanding Debt Securities of
     any other series, or to obtain or to seek to  obtain priority or preference
     over  any  other  of such  Holders  or  to  enforce  any right  under  this
     Indenture,  except in  the manner  herein  provided and  for the  equal and
     ratable benefit of all of such Holders.  For the protection and enforcement
     of  the provisions  of this  Section  507, each  and every  Holder of  Debt
     Securities of  any series and the Trustee for such series shall be entitled
     to such relief as can be given at law or in equity.








































                                          35

<PAGE>



     SECTION  508. Unconditional Right of  Holders to Receive Principal, Premium
     and Interest.

               Notwithstanding any other provision in this Indenture, the Holder
     of  any  Debt  Security  shall  have  the  right,  which  is  absolute  and
     unconditional, to receive payment of the principal of (and premium, if any)
     and  (subject  to Section  307)  interest  on  such  Debt Security  on  the
     respective Stated  Maturity or Maturities  expressed in such  Debt Security
     (or, in  the case of redemption,  on the Redemption Date)  and to institute
     suit for the enforcement of any such payment and interest thereon, and such
     right shall not be impaired without the consent of such Holder.

     SECTION 509.  Restoration of Rights and Remedies.

               If the Trustee  or any  Holder has instituted  any proceeding  to
     enforce any  right or remedy under  this Indenture and  such proceeding has
     been  discontinued  or abandoned  for any  reason,  or has  been determined
     adversely to the Trustee or to such Holder, then and in every such case the
     Company, the Trustee and the Holders shall, subject to any determination in
     such proceeding,  be restored  severally and  respectively to  their former
     positions  hereunder, and thereafter all rights and remedies of the Trustee
     and  the Holders  shall continue  as  though no  such  proceeding had  been
     instituted.

     SECTION 510.  Rights and Remedies Cumulative.

               Except  as   otherwise  expressly  provided  elsewhere   in  this
     Indenture, no  right or  remedy herein  conferred upon  or reserved to  the
     Trustee or to the Holders is intended to be exclusive of any other right or
     remedy, and every right and  remedy shall, to the extent permitted  by law,
     be  cumulative  and in  addition  to every  other  right  and remedy  given
     hereunder or  now or hereafter existing  at law or in  equity or otherwise.
     The assertion or employment of any right or remedy hereunder, or otherwise,
     shall  not  prevent the  concurrent assertion  or  employment of  any other
     appropriate right or remedy.

     SECTION 511.  Delay or Omission Not Waiver.

               No delay  or omission of the Trustee or of any Holder to exercise
     any right or  remedy accruing upon  any Event of  Default shall impair  any
     such right or remedy or constitute a waiver of any such Event of Default or
     any acquiescence  therein.  Every right and  remedy given by this Indenture
     or by law to  the Trustee or to the  Holders may be exercised from  time to
     time, and as often  as may be  deemed expedient, by the  Trustee or by  the
     Holders, as the case may be.

     SECTION 512.  Control by Holders.

               The  Holders of a majority in principal amount of the Outstanding
     Debt Securities  of any  series shall  have the right  to direct  the time,
     method and place  of conducting any proceeding for any  remedy available to
     the Trustee or exercising any trust or power conferred on  the Trustee with
     respect to the Debt Securities of such series, provided, that

               (1)  such direction shall not be in conflict with any rule of law
          or with this Indenture;

               (2)  subject to  any incorporated  provisions, the Trustee  shall

                                          36

<PAGE>



          have the right to decline to follow any such direction  if the Trustee
          in  good faith shall, by a Responsible Officer or Responsible Officers
          of the Trustee,  determine that  the proceeding so  directed would  be
          unjustly  prejudicial to the Holders of Debt Securities of such series
          not joining in any such direction; and

               (3)  the Trustee may take  any other action deemed proper  by the
          Trustee that is not inconsistent with such direction.

     SECTION 513. Waiver of Past Defaults.

               The Holders  of not less than  a majority in principal  amount of
     the Outstanding Debt Securities of any series may on behalf  of the Holders
     of  all the  Debt Securities  of  any such  series waive  any past  default
     hereunder  with respect  to  such series  and  its consequences,  except  a
     default

               (1)   in the payment of the principal  of (or premium, if any) or
          interest on any Debt Security of such series, or in the payment of any
          sinking fund installment  or analogous obligation with  respect to the
          Debt Securities of such series, or

               (2)  in respect  of a covenant or provision hereof which pursuant
          to Article Ten  cannot be modified or  amended without the consent  of
          the Holder of each outstanding Debt Security of such series affected.

               Upon any  such waiver, such default shall cease to exist, and any
     Event of Default arising therefrom shall be deemed to have  been cured, for
     every purpose of  the Debt Securities of such series  under this Indenture;
     but  no such  waiver shall  extend to  any subsequent  or other  default or
     impair any right consequent thereon.

     SECTION 514.  Undertaking for Costs.

               All parties to this Indenture agree, and  each Holder of any Debt
     Security by his acceptance thereof shall be deemed to have agreed, that any
     court may in its discretion require, in any suit for the enforcement of any
     right or  remedy under this Indenture,  or in any suit  against the Trustee
     for any action taken, suffered or omitted  by it as Trustee, the filing  by
     any party litigant in such suit other than the Trustee of an undertaking to
     pay the  costs of  such suit,  and that  such court  may in  its discretion
     assess reasonable costs, including  reasonable attorneys' fees, against any
     party litigant in such suit, having due regard to the merits and good faith
     of the claims  or defenses made by such party  litigant; but the provisions
     of this Section shall  not apply to any suit instituted by  the Trustee, to
     any suit  instituted by  any  Holder or  group of  Holders  holding in  the
     aggregate  more  than  10% in  principal  amount  of  the Outstanding  Debt
     Securities of any series, or to any suit instituted by any Holder of a Debt
     Security  for the  enforcement  of  the payment  of  the principal  of  (or
     premium,  if  any) or  interest  on  such Debt  Security  on  or after  the
     respective Stated  Maturity or Maturities  expressed in such  Debt Security
     (or, in the case of redemption, on or after the Redemption Date).

     SECTION 515.  Waiver of Stay or Extension Laws.

               The Company covenants (to the extent  that it may lawfully do so)
     that  it will  not at  any time  insist upon,  or plead,  or in  any manner
     whatsoever claim or take the benefit or advantage of, any stay or extension

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     law  wherever enacted,  now or at  any time  hereafter in  force, which may
     affect the covenants or the performance of  this Indenture; and the Company
     (to the  extent that it  may lawfully  do so) hereby  expressly waives  all
     benefit or  advantage of  any  such law,  and covenants  that  it will  not
     hinder, delay  or impede the execution  of any power herein  granted to the
     Trustee, but  will suffer and permit  the execution of every  such power as
     though no such law had been enacted.


                                     ARTICLE SIX

                                     THE TRUSTEE

     SECTION 601.  Certain Duties and Responsibilities.

               (a)  Except during the  continuance of an  Event of Default  with
     respect to the Debt Securities of any series,

               (1)  the  Trustee  undertakes  to  perform  such  duties  as  are
          specifically  set forth in this Indenture, and no implied covenants or
          obligations shall be read into this Indenture against the Trustee; and

               (2)  in the  absence of bad  faith on  its part, the  Trustee may
          conclusively  rely,  as  to  the  truth  of  the  statements  and  the
          correctness of  the opinions  expressed therein, upon  certificates or
          opinions  furnished to the Trustee and  conforming to the requirements
          of  this Indenture;  but  in  the case  of  any such  certificates  or
          opinions  which by any provisions  hereof are specifically required to
          be furnished  to the  Trustee, the  Trustee shall be  under a  duty to
          examine the same to determine whether they conform to the requirements
          of this Indenture.

               (b)  In  case an Event of Default with respect to Debt Securities
     of  any series  has occurred  and is  continuing, the  Trustee shall,  with
     respect to the Debt Securities of  such series, exercise such of the rights
     and  powers vested in it by this Indenture, and use the same degree of care
     and skill in  their exercise, as a prudent man would  exercise or use under
     the circumstances in the conduct of his own affairs.

               (c)  No provision of this Indenture shall be construed to relieve
     the Trustee from liability for its own negligent  action, its own negligent
     failure to act or its own willful misconduct, provided that

               (1)  this  subsection shall not be construed  to limit the effect
          of subsection (a) of this Section;

               (2)  the  Trustee shall not be  liable for any  error of judgment
          made in good faith by a Responsible Officer, unless it shall be proved
          that the Trustee was negligent in ascertaining the pertinent facts;

               (3)  the Trustee shall not  be liable with respect to  any action
          taken,  suffered or  omitted to be  taken by  it with  respect to Debt
          Securities  of any  series  in  good  faith  in  accordance  with  the
          direction  of the  Holders of  a majority in  principal amount  of the
          Outstanding  Debt  Securities of  such  series relating  to  the time,
          method and place of conducting any proceeding for any remedy available
          to the Trustee,  or exercising any trust  or power conferred upon  the
          Trustee, under this Indenture; and

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<PAGE>



               (4)  the Trustee shall not be required  to expend or risk its own
          funds or otherwise incur any financial liability in the performance of
          any of  its duties hereunder, or in the exercise  of any of its rights
          or  powers, if  it shall  have reasonable  grounds for  believing that
          repayment of such  funds or  adequate indemnity against  such risk  or
          liability is not reasonably assured to it.

               (d)  Whether  or  not   therein  expressly  so  provided,   every
     provision  of this  Indenture  relating to  the  conduct or  affecting  the
     liability of or affording protection to the Trustee shall be subject to the
     provisions of this Section.

     SECTION 602.  Notice of Defaults.

               Within 90 days after the occurrence of any default hereunder with
     respect  to Debt Securities of any series  the Trustee shall give notice to
     all Holders of  Debt Securities  of such series  of such default  hereunder
     known to  the Trustee, unless such default shall have been cured or waived;
     provided,  however, that, except in the case of a default in the payment of
     the principal of (or  premium, if any) or interest on  any Debt Security of
     such series  or in the payment of any sinking fund installment with respect
     to  Debt Securities  of such  series,  the Trustee  shall  be protected  in
     withholding  such notice  if and  so long  as the  board of  directors, the
     executive committee  or a trust  committee of directors  and/or Responsible
     Officers of  the Trustee in  good faith determine  that the  withholding of
     such  notice is in the interest  of the Holders of  Debt Securities of such
     series;  and provided,  further, that  in the  case of  any default  of the
     character  specified in Section 501(4)  with respect to  Debt Securities of
     such series no such notice to Holders shall be given until at least 30 days
     after the  occurrence thereof.  For  the purpose of this  Section, the term
     "default"  means any event  which is, or  after notice or lapse  of time or
     both would become,  an Event of Default with respect  to Debt Securities of
     such series.

               Notice given pursuant to this Section 602 shall be transmitted by
     mail:

               (1)  to all  Holders, as the  names and addresses  of the Holders
          appear in the Security Register; and

               (2)  to each Holder of a  Debt Security of any series whose  name
          and address appear  in the information  preserved at the  time by  the
          Trustee in accordance with the Trust Indenture Act.

     SECTION 603.  Certain Rights of Trustee.

               Except as otherwise provided in the Trust Indenture Act:

               (a)  the Trustee may  rely and  shall be protected  in acting  or
          refraining from acting  upon any  resolution, certificate,  statement,
          instrument,  opinion,  report,  notice,  request,  direction, consent,
          order, bond, debenture, note or other paper or document believed by it
          to be genuine and to have been signed or presented by the proper party
          or parties;

               (b)  any  request or  direction of  the Company  mentioned herein
          shall  be sufficiently evidenced by a Company Request or Company Order
          and any resolution  of the  Board of Directors  shall be  sufficiently

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<PAGE>



          evidenced by a Board Resolution;

               (c)  whenever in the administration of this Indenture the Trustee
          shall deem it  desirable that a matter be  proved or established prior
          to  taking, suffering  or omitting  any action hereunder,  the Trustee
          (unless other evidence be herein  specifically prescribed) may, in the
          absence of bad faith on its part, rely upon an Officers' Certificate;

               (d)  the  Trustee may consult with counsel and the advice of such
          counsel  or  any  opinion  of  counsel  shall  be  full  and  complete
          authorization and protection in respect  of any action taken, suffered
          or omitted by it hereunder in good faith and in reliance thereon;

               (e)  the  Trustee shall be under no obligation to exercise any of
          the rights or powers vested in it  by this Indenture at the request or
          direction  of any  of the  Holders of  Debt  Securities of  any series
          pursuant  to this Indenture, unless such Holders shall have offered to
          the  Trustee  reasonable  security  or indemnity  against  the  costs,
          expenses  and liabilities that might  be incurred by  it in compliance
          with such request or direction;

               (f)  the  Trustee shall  not be bound  to make  any investigation
          into  the facts  or  matters stated  in  any resolution,  certificate,
          statement,  instrument, opinion,  report, notice,  request, direction,
          consent, order, bond, debenture,  note, other evidence of indebtedness
          or other paper or  document, but the  Trustee, in its discretion,  may
          make  such further inquiry or investigation into such facts or matters
          as it may  see fit, and, if  the Trustee shall determine  to make such
          further  inquiry or investigation, it shall be entitled to examine the
          books, records and premises of the Company, personally  or by agent or
          attorney;

               (g)  the  Trustee  may  execute  any  of  the  trusts  or  powers
          hereunder or perform  any duties  hereunder either directly  or by  or
          through agents or attorneys  and the Trustee shall not  be responsible
          for  any misconduct or negligence on  the part of any agent (including
          any agent appointed  pursuant to Section 310(i)) or attorney appointed
          with due care by it hereunder; and

               (h)  the  Trustee  shall not  be required  to  take notice  or be
          deemed to have notice of any default hereunder  (except failure by the
          Company to pay principal of or interest on any series of Securities so
          long as the Trustee  is also acting as Paying Agent for such series of
          Securities)  unless  the Trustee  shall  be  specifically notified  in
          writing of such default by the Company or by the Holders of at least a
          10% in aggregate  principal amount of all Securities then outstanding,
          and all such notices  or other instruments required by  this Indenture
          to be  delivered to the  Trustee must,  in order to  be effective,  be
          delivered  at the principal Corporate Trust Office of the Trustee, and
          in  the absence  of such  notice the  Trustee may  conclusively assume
          there is no default except as aforesaid; and

               (i)  The permissive right of the Trustee to do  things enumerated
          in this Indenture shall not be construed as a duty.

     SECTION 604.  Not Responsible for Recitals or Issuance of Debt Securities.

               The recitals contained herein and in the Debt Securities,  except

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<PAGE>



     the  Trustee's  certificates of  authentication,  shall  be  taken  as  the
     statements  of the Company, and  the Trustee assumes  no responsibility for
     their  correctness.   The  Trustee  makes  no  representations  as  to  the
     validity or  sufficiency of  this Indenture or  of the  Debt Securities  or
     Coupons, if any, of any series.   The Trustee shall not be  accountable for
     the use  or  application by  the  Company of  any  Debt Securities  or  the
     proceeds thereof.

     SECTION 605.  May Hold Debt Securities.

               The  Trustee, any  Paying Agent,  the Security  Registrar or  any
     other agent  of the Company, in  its individual or any  other capacity, may
     become  the  owner or  pledgee  of  Debt Securities,  and,  subject  to any
     incorporated  provisions, may otherwise deal with the Company with the same
     rights  it would have  if it were  not the Trustee,  Paying Agent, Security
     Registrar or such other agent.

     SECTION 606.  Money Held in Trust.

               Money in any Currency held by  the Trustee or any Paying Agent in
     trust hereunder  need not  be segregated  from  other funds  except to  the
     extent required by  law.  Neither the Trustee nor any Paying Agent shall be
     under any  liability for  interest on  any money  received by  it hereunder
     except as otherwise agreed with the Company.

     SECTION 607.  Compensation, Indemnification and Reimbursement.

               The Company agrees:

               (1)   to  pay  to  the  Trustee  from  time  to  time  reasonable
          compensation in  Dollars for  all  services rendered  by it  hereunder
          (which  compensation shall not be  limited by any  provision of law in
          regard to the compensation of a trustee of an express trust);

               (2)  except  as otherwise expressly provided herein, to reimburse
          the Trustee in Dollars  upon its request for all  reasonable expenses,
          disbursements  and  advances  incurred  or  made  by  the  Trustee  in
          accordance  with  any  provision  of  this  Indenture  (including  the
          reasonable  compensation and  the  expenses and  disbursements of  its
          agents and counsel), except any such expense, disbursement or  advance
          as may be attributable to its negligence or bad faith; and

               (3)  to  indemnify in  Dollars the  Trustee for,  and to  hold it
          harmless  against, any  loss,  liability or  expense incurred  without
          negligence or  bad faith on its  part arising out of  or in connection
          with  the acceptance or administration of this trust or performance of
          its duties  hereunder, including the  costs and expenses  of defending
          itself  against any claim or liability in connection with the exercise
          or performance of any of its powers or duties hereunder.

               As security for the performance of the obligations of the Company
     under this  Section, the  Trustee  shall have  a claim  prior  to the  Debt
     Securities upon all property and funds  held or collected by the Trustee as
     such, except funds held in trust for the payment of amounts due on the Debt
     Securities.

               The  obligations  of  the  Company  under  this  Section  607  to
     compensate  and  indemnify  the  Trustee for  expenses,  disbursements  and

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<PAGE>



     advances shall constitute additional  indebtedness under this Indenture and
     shall survive the satisfaction and discharge of this Indenture.

     SECTION 608.  Resignation and Removal; Appointment of Successor.

               (a)  No resignation or removal of  the Trustee and no appointment
     of  a successor  Trustee pursuant  to this  Article shall  become effective
     until  the acceptance of appointment by the successor Trustee under Section
     609.

               (b)  The Trustee may  resign at any time with respect to the Debt
     Securities of  one or more series  by giving written notice  thereof to the
     Company.   If an instrument of acceptance  by a successor Trustee shall not
     have been  delivered to the Trustee within 30 days after the giving of such
     notice  of resignation,  the resigning  Trustee may  petition any  court of
     competent  jurisdiction  for the  appointment of  a successor  Trustee with
     respect to the Debt Securities of such series.

               (c)   The Trustee may be removed at any time  with respect to the
     Debt Securities of  any series and a successor Trustee  appointed by Act of
     the Holders  of a  majority in  principal  amount of  the Outstanding  Debt
     Securities of such series, delivered to the Trustee and to the Company.

               (d)  If at any time:

               (1)  the  Trustee shall fail to comply with Section 310(b) of the
          Trust Indenture  Act with respect to the Debt Securities of any series
          after written request therefor by the Company or by any Holder who has
          been a bona fide Holder of a Debt Security of such series for at least
          six months; or

               (2)  the Trustee  shall cease to be eligible under Section 310(a)
          of the  Trust Indenture Act with respect to the Debt Securities of any
          series and shall fail to resign  after written request therefor by the
          Company or by any such Holder; or

               (3)  the Trustee  shall become  incapable of  acting or shall  be
          adjudged a  bankrupt or insolvent or  a receiver of the  Trustee or of
          its  property  shall be  appointed or  any  public officer  shall take
          charge or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation;

     then, in any such  case, (i) the Company  by a Board Resolution may  remove
     the Trustee with respect to all Debt Securities, or (ii) subject to Section
     514, any Holder who has been a bona  fide Holder of a Debt Security of  any
     series for  at least six  months may, on behalf  of himself and  all others
     similarly situated,  petition any court  of competent jurisdiction  for the
     removal of the Trustee and  the appointment of a successor Trustee  for the
     Debt Securities of such series;

               (e)  If the Trustee shall resign,  be removed or become incapable
     of  acting, or if  a vacancy shall occur  in the office  of Trustee for any
     cause,  with respect  to the  Debt Securities  of one  or more  series, the
     Company,  by a Board Resolution, shall promptly appoint a successor Trustee
     or Trustees with respect to the Debt Securities of that or those series (it
     being  understood that  any such  successor Trustee  may be  appointed with
     respect to the  Debt Securities of one  or more or  all of such series  and
     that at  any time there shall be only one  Trustee with respect to the Debt

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<PAGE>



     Securities of any particular  series) and shall comply with  the applicable
     requirements of Section 609.   If, within one year after  such resignation,
     removal or incapability,  or the  occurrence of such  vacancy, a  successor
     Trustee  with  respect to  the  Debt  Securities  of any  series  shall  be
     appointed by Act of the  Holders of a majority  in principal amount of  the
     Outstanding Debt Securities of such series delivered to the Company and the
     retiring Trustee, the successor Trustee so  appointed shall, forthwith upon
     its  acceptance of  such  appointment, become  the  successor Trustee  with
     respect to  the Debt Securities of such series and to that extent supersede
     the  successor Trustee appointed by  the Company.   If no successor Trustee
     with  respect to  the Debt  Securities  of any  series shall  have been  so
     appointed  by the  Company  or  the Holders  of  such  series and  accepted
     appointment in the manner  hereinafter provided, any Holder who has  been a
     bona fide Holder of a Debt Security of such series for  at least six months
     may, subject  to Section 514, on behalf of himself and all others similarly
     situated, petition any court of competent  jurisdiction for the appointment
     of a successor Trustee with respect to the Debt Securities of such series.

               (f)   The Company shall  give notice of each resignation and each
     removal of  the Trustee with respect  to the Debt Securities  of any series
     and  each appointment  of  a successor  Trustee  with respect  to  the Debt
     Securities of  any series  in  the manner  and to  the  extent provided  in
     Section 105 to the Holders of Debt Securities  of such series.  Each notice
     shall include  the name of the  successor Trustee with respect  to the Debt
     Securities of such series and the address of its Corporate Trust Office.

               (g)  If the Trustee has or shall acquire any conflicting interest
     within  the meaning  of the Trust  Indenture Act  with respect  to the Debt
     Securities  of  any series,  it  shall  either eliminate  such  conflicting
     interest or  resign with respect to  the Debt Securities of  that series in
     the  manner  provided by,  and  subject to  the  provisions  of, the  Trust
     Indenture  Act and this Indenture, and the Company shall take prompt action
     to  have a successor  Trustee with respect  to the Debt  Securities of that
     series appointed in the manner provided herein.

               (h)  There shall at all times be a Trustee hereunder with respect
     to the Debt  Securities of  each series, which  shall be  a Person that  is
     eligible  pursuant to  the Trust  Indenture Act  to act  as such,  having a
     combined  capital  and  surplus  of   at  least  $50,000,000,  subject   to
     supervision or examination  by Federal  or State authority  and having  its
     Corporate Trust Office in Chicago, Illinois or New York, New York.  If such
     corporation publishes reports  of condition at least  annually, pursuant to
     law  or the requirements of  said supervising or  examining authority, then
     for the purposes of this Section,  the combined capital and surplus of such
     corporation shall be deemed to  be its combined capital and surplus  as set
     forth in its most recent report of condition so published.  If at  any time
     the Trustee shall cease to be eligible in accordance with the provisions of
     this Section, it shall resign immediately in the manner and with the effect
     hereinafter specified in this Article.

     SECTION 609.  Acceptance of Appointment by Successor.

               (a)  In  the case  of  an appointment  hereunder  of a  successor
     Trustee with respect to all Debt Securities, each such successor Trustee so
     appointed shall execute,  acknowledge and deliver to the Company and to the
     retiring Trustee  an instrument  accepting such appointment,  and thereupon
     the resignation or removal  of the retiring Trustee shall  become effective
     and  such successor Trustee, without  any further act,  deed or conveyance,

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<PAGE>



     shall  become vested with all the rights,  powers, trusts and duties of the
     retiring Trustee; but, on request of the  Company or the successor Trustee,
     such  retiring  Trustee shall,  upon payment  of  its charges,  execute and
     deliver  an instrument  transferring  to  such  successor Trustee  all  the
     rights, powers and trusts of  the retiring Trustee, and shall  duly assign,
     transfer and deliver to  such successor Trustee all property and money held
     by such retiring Trustee  hereunder, subject nevertheless to its  claim, if
     any, provided for in Section 607.

               (b)   In case of the appointment hereunder of a successor Trustee
     with respect to the  Debt Securities of one or  more (but not all)  series,
     the Company, the retiring  Trustee and each successor Trustee  with respect
     to the Debt Securities of one or  more series shall execute and deliver  an
     indenture supplemental  hereto wherein each successor  Trustee shall accept
     such appointment and which  (1) shall contain  such provisions as shall  be
     necessary or desirable  to transfer and  confirm to, and  to vest in,  each
     successor Trustee all the rights, powers, trusts and duties of the retiring
     Trustee with  respect to the  Debt Securities  of that or  those series  to
     which  the  appointment  of such  successor  Trustee  relates,  (2) if  the
     retiring Trustee is not retiring with respect to all Debt Securities, shall
     contain  such provisions  as  shall be  deemed  necessary or  desirable  to
     confirm  that all  the rights,  powers, trusts  and duties of  the retiring
     Trustee with respect to the  Debt Securities of that or those  series as to
     which the retiring Trustee is  not retiring shall continue to be  vested in
     the retiring Trustee, and (3)  shall add to or change any of the provisions
     of this  Indenture as shall be  necessary to provide for  or facilitate the
     administration of the trusts hereunder  by more than one Trustee,  it being
     understood  that nothing herein or in any such supplemental indenture shall
     constitute such Trustees  co-trustees of the same trust and  that each such
     Trustee shall  be trustee of a trust or trusts hereunder separate and apart
     from any other  trust or trusts  hereunder administered by  any other  such
     Trustee;  and  upon the  execution and  delivery  of any  such supplemental
     indenture the resignation or  removal of the retiring Trustee  shall become
     effective to the extent  provided therein and each such  successor Trustee,
     without any further act,  deed or conveyance, shall become vested  with all
     the rights, powers, trusts and duties of the retiring  Trustee with respect
     to the Debt Securities of that or those series to which the appointment  of
     such  successor Trustee  relates; but,  on request  of  the Company  or any
     successor  Trustee, such retiring  Trustee shall duly  assign, transfer and
     deliver  to such  successor Trustee  all property  and money  held by  such
     retiring Trustee hereunder with respect  to the Debt Securities of that  or
     those series to which the appointment of such successor Trustee relates.

               (c)  Upon  request of  any  such successor  Trustee, the  Company
     shall execute any and all instruments  for more fully and certainly vesting
     in and confirming  to such successor  Trustee all  such rights, powers  and
     trusts referred to in paragraph (a) or (b) of this Section, as the case may
     be.

               (d)   No successor Trustee shall accept its appointment unless at
     the time of  such acceptance such successor Trustee shall  be qualified and
     eligible under this Article.

     SECTION 610.  Merger, Conversion, Consolidation or Succession to Business.

               Any corporation into which the Trustee may be merged or converted
     or with which it may be consolidated, or any corporation resulting from any
     merger, conversion or consolidation to which the Trustee shall  be a party,

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<PAGE>



     or any corporation succeeding to all  or substantially all of the corporate
     trust  business  of the  Trustee,  shall be  the successor  of  the Trustee
     hereunder, provided that such corporation shall be  otherwise qualified and
     eligible under this  Article, without the execution or  filing of any paper
     or any further act  on the part of any of the parties  hereto.  In case any
     Debt  Securities shall have been  authenticated, but not  delivered, by the
     Trustee  then  in   office,  any   successor  by   merger,  conversion   or
     consolidation to such authenticating  Trustee may adopt such authentication
     and deliver the Debt Securities so authenticated with the same effect as if
     such successor Trustee had  itself authenticated such Debt Securities.   In
     case  any Debt  Securities  shall  not  have  been  authenticated  by  such
     predecessor  Trustee,  any  such  successor Trustee  may  authenticate  and
     deliver  such  Debt Securities,  in  either its  own  name or  that  of its
     predecessor  Trustee, with the full  force and effect  which this Indenture
     provides for the certificate of authentication of the Trustee.

     SECTION 611.  Appointment of Authenticating Agent.

               As  long as any Debt  Securities of a  series remain Outstanding,
     upon  a  Company  Request, there  shall  be  an  authenticating agent  (the
     "Authenticating  Agent") appointed, for  such period  as the  Company shall
     elect, by the  Trustee for such  series of  Debt Securities to  act as  its
     agent on  its behalf and  subject to its  direction in connection  with the
     authentication and delivery of each series of  Debt Securities for which it
     is  serving as Trustee.  Debt  Securities of each such series authenticated
     by such  Authenticating Agent  shall be entitled  to the  benefits of  this
     Indenture  and  shall  be  valid and  obligatory  for  all  purposes as  if
     authenticated  by such  Trustee.    Wherever  reference  is  made  in  this
     Indenture  to the  authentication and  delivery of  Debt Securities  of any
     series by  the Trustee for such  series or to the  Trustee's Certificate of
     Authentication, such  reference shall  be deemed to  include authentication
     and delivery on behalf of the  Trustee for such series by an Authenticating
     Agent  for  such series  and a  Certificate  of Authentication  executed on
     behalf of  such Trustee by such  Authenticating Agent except that  only the
     Trustee  may  authenticate  Debt  Securities  upon  original  issuance  and
     pursuant to  Section 306 hereof.   Such Authenticating  Agent shall  at all
     times  be a corporation organized and doing  business under the laws of the
     United States  of America or  of any State,  authorized under such  laws to
     exercise corporate trust powers,  having a combined capital and  surplus of
     at least $25,000,000 and  subject to supervision or examination  by federal
     or  state authority.   If  such Authenticating  Agent publishes  reports of
     condition at least annually, pursuant to law or to the requirements of said
     supervising  or examining authority, then for purposes of this Section, the
     combined capital and surplus  of such Authenticating Agent shall  be deemed
     to  be its combined  capital and  surplus as set  forth in  its most recent
     report  of condition so published.  If  at any time an Authenticating Agent
     shall  cease to  be  eligible in  accordance  with the  provisions of  this
     Section, such Authenticating Agent shall  resign immediately in the  manner
     and with the effect specified in this Section.

               Any corporation into which any Authenticating Agent may be merged
     or  converted, or with  which it  may be  consolidated, or  any corporation
     resulting  from  any  merger,  conversion  or  consolidation  to which  any
     Authenticating Agent shall be a party, or any corporation succeeding to the
     corporate agency business of any Authenticating Agent, shall continue to be
     the Authenticating Agent with respect to  all series of Debt Securities for
     which it served as Authenticating Agent without  the execution or filing of
     any paper or any further act on the part  of the Trustee for such series or

                                          45

<PAGE>



     such Authenticating Agent.   Any Authenticating Agent may at  any time, and
     if it shall cease to be eligible,  shall resign by giving written notice of
     resignation to the applicable Trustee and to the Company.

               Upon  receiving such  a  notice of  resignation  or upon  such  a
     termination, or in case at any time any Authenticating Agent shall cease to
     be eligible  in accordance  with the  provisions of  this Section  611 with
     respect to  one or more of all  series of Debt Securities,  the Trustee for
     such series shall  upon Company Request appoint a  successor Authenticating
     Agent,  and the  Company shall  provide notice of  such appointment  to all
     Holders of Debt  Securities of such series in the manner  and to the extent
     provided  in  Section  105.    Any  successor   Authenticating  Agent  upon
     acceptance  of its  appointment  hereunder  shall  become vested  with  all
     rights, powers,  duties and responsibilities of  its predecessor hereunder,
     with like effect  as if  originally named as  Authenticating Agent  herein.
     The  Trustee for the  Debt Securities of  such series agrees  to pay to the
     Authenticating  Agent  for  such  series  from  time  to   time  reasonable
     compensation for  its services,  and the  Trustee shall  be entitled  to be
     reimbursed for such payment, subject to the provisions of Section 607.  The
     Authenticating Agent for  the Debt Securities  of any series shall  have no
     responsibility  or liability  for any  action taken  by it  as such  at the
     direction of the Trustee for such series.

               If an appointment  with respect  to one  or more  series is  made
     pursuant  to this  Section,  the Debt  Securities of  such series  may have
     endorsed   thereon,   in  addition   to   the   Trustee's  certificate   of
     authentication,  an  alternative  certificate   of  authentication  in  the
     following form:

               This  is one of  the series of  Debt Securities  issued under the
     within mentioned Indenture.



                                   as Trustee



                                   By
                                        As Authenticating Agent

                                   By
                                         Authorized Signatory


     SECTION 612.  Preferential Collection of Claims Against Company.

          If and  when the Trustee  becomes a  creditor of the  Company (or  any
     other obligor  upon the Debt Securities),  the Trustee shall  be subject to
     the  provisions  of the  Trust Indenture  Act  regarding the  collection of
     claims against the Company (or any such other obligor).  A Trustee that has
     resigned or  been  removed is  subject  to  such provisions  of  the  Trust
     Indenture Act to the extent provided therein.






                                          46

<PAGE>



                                    ARTICLE SEVEN

                                CONCERNING THE HOLDERS

     SECTION 701.  Acts of Holders.

               Any request, demand,  authorization, direction, notice,  consent,
     waiver  or other action provided by this Indenture  to be given or taken by
     Holders may  be embodied in  and evidenced  by one or  more instruments  of
     substantially similar tenor signed by such Holders in person or by an agent
     or  proxy  duly  appointed in  writing;  and,  except  as herein  otherwise
     expressly provided, such action shall become effective when such instrument
     or  instruments  are delivered  to  the Trustee,  and, where  it  is hereby
     expressly  required, to the Company.   Such instrument  or instruments (and
     the action  embodied therein  and evidenced  thereby) are  herein sometimes
     referred  to  as  the  "Act" of  the  Holders  signing  such instrument  or
     instruments.  Whenever in this Indenture it is provided that the Holders of
     a specified  percentage in  aggregate principal amount  of the  Outstanding
     Debt Securities of any  series may take any Act, the fact  that the Holders
     of such specified  percentage have joined  therein may be evidenced  (a) by
     the instrument  or instruments executed by Holders in person or by agent or
     proxy appointed in writing, or (b) by the record of Holders voting in favor
     thereof at any  meeting of such Holders duly called  and held in accordance
     with  the provisions  of Article  Eight, or  (c) by  a combination  of such
     instrument or instruments and any such record of such a meeting of Holders.

     SECTION  702.  Proof of  Ownership; Proof  of  Execution of  Instruments by
     Holders.

               The ownership of Debt Securities of any series shall be proved by
     the  Security Register for such series or  by a certificate of the Security
     Registrar for such series.

               Subject to  the provisions of Section  603 and 805, proof  of the
     execution of a writing appointing an agent or proxy and of the execution of
     any instrument by a  Holder or his agent  or proxy shall be  sufficient and
     conclusive in favor of the Trustee and the Company if made in the following
     manner:

               The  fact and  date of the  execution by  any such  person of any
     instrument may be  proved by the certificate of any  notary public or other
     officer  authorized  to take  acknowledgement  of  deeds, that  the  person
     executing  such instrument acknowledged to him the execution thereof, or by
     an affidavit of a witness to such execution sworn to before any such notary
     or  other  such officer.    Where such  execution  is by  an  officer of  a
     corporation  or association or a member of  a partnership on behalf of such
     corporation, association  or partnership, as  the case  may be,  or by  any
     other person  acting  in a  representative  capacity, such  certificate  or
     affidavit shall also constitute sufficient proof of his authority.

               The record of any Holders' meeting  shall be proved in the manner
     provided in Section 806.

               The  Trustee  may in  any  instance  require  further proof  with
     respect to any  of the matters referred  to in this Section so  long as the
     request is a reasonable one.

     SECTION 703.  Persons Deemed Owners.

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<PAGE>



               The Company,  the Trustee  and any  agent of  the Company  or the
     Trustee may treat the Person in  whose name any Debt Security is registered
     as the owner of such Debt Security for the purpose of receiving  payment of
     the  principal  of  (and premium,  if  any) and  (subject  to  Section 307)
     interest,  if  any,  on  such Debt  Security  and  for  all other  purposes
     whatsoever,  whether or not such Debt Security  be overdue, and neither the
     Company, the Trustee nor  any agent of the Company or  the Trustee shall be
     affected by  notice to the contrary.   All payments made to  any Holder, or
     upon his order, shall be valid, and, to the extent of the sum or sums paid,
     effectual  to satisfy and discharge  the liability for  moneys payable upon
     such Debt Security.

     SECTION 704.  Revocation of Consents; Future Holders Bound.

               At any  time  prior to  (but  not after)  the  evidencing to  the
     Trustee,  as provided  in Section  701,  of the  taking of  any Act  by the
     Holders  of the percentage in aggregate principal amount of the Outstanding
     Debt  Securities specified in this  Indenture in connection  with such Act,
     any  Holder of a  Debt Security the number,  letter or other distinguishing
     symbol  of which  is shown  by  the evidence  to  be included  in the  Debt
     Securities the Holders of which  have consented to such Act may,  by filing
     written  notice with  the Trustee  at the  Corporate Trust Office  and upon
     proof of ownership as provided in Section 702, revoke such Act so far as it
     concerns such  Debt Security.  Except  as aforesaid, any such  Act taken by
     the  Holder of any Debt Security shall  be conclusive and binding upon such
     Holder  and upon all future Holders  of such Debt Security  and of any Debt
     Securities  issued  on  transfer  or in  lieu  thereof  or  in exchange  or
     substitution  therefor,  irrespective of  whether  or not  any  notation in
     regard  thereto  is  made  upon  such Debt  Security  or  such  other  Debt
     Securities.


                                    ARTICLE EIGHT

                                  HOLDERS' MEETINGS

     SECTION 801.  Purposes of Meetings.

               A  meeting of Holders of any  or all series may  be called at any
     time and from time to time pursuant to the provisions of this Article Eight
     for any of the following purposes:

               (1)  to give any notice to the Company or to the Trustee for such
          series, or to  give any directions to the Trustee  for such series, or
          to  consent  to  the   waiving  of  any  default  hereunder   and  its
          consequences, or to  take any other action  authorized to be taken  by
          Holders pursuant to any of the provisions of Article Five;

               (2)  to  remove  the  Trustee  for  such  series  and  appoint  a
          successor Trustee pursuant to the provisions of Article Six;

               (3)  to consent to  the execution of  an indenture or  indentures
          supplemental hereto pursuant to the provisions of Section 1002; or

               (4)  to take  any other  action authorized to  be taken by  or on
          behalf of the Holders  of any specified aggregate principal  amount of
          the Outstanding Debt Securities of  any one or more or all  series, as
          the case may be, under any other provision of this  Indenture or under

                                          48

<PAGE>



          applicable law.

     SECTION 802.  Call of Meetings by Trustee.

               The Trustee  for any  series may  at any time  call a  meeting of
     Holders of such series  to take any action specified in Section  801, to be
     held at such time or  times and at such place or places as  the Trustee for
     such series shall determine.  Notice of every meeting of the Holders of any
     series, setting forth the time and the place of such meeting and in general
     terms the action proposed  to be taken at  such meeting, shall be  given to
     Holders of such series in the manner and to the extent provided in  Section
     105.   Such notice shall be  given not less than  20 days nor  more than 90
     days prior to the date fixed for the meeting.

     SECTION 803.  Call of Meetings by Company or Holders.

               In case at any  time the Company, pursuant to a Board Resolution,
     or the  Holders  of at  least  10% in  aggregate  principal amount  of  the
     Outstanding Debt Securities of  a series or of all series, as  the case may
     be, shall have requested  the Trustee for such series to  call a meeting of
     Holders  of any  or all  such series  by written  request setting  forth in
     reasonable  detail the action proposed to be  taken at the meeting, and the
     Trustee shall  not have  given the  notice of such  meeting within  20 days
     after  the receipt of  such request, then  the Company or  such Holders may
     determine the  time or times and the place  or places for such meetings and
     may call  such meetings to  take any action  authorized in Section  801, by
     giving notice thereof as provided in Section 802.

     SECTION 804.  Qualifications for Voting.

               To  be entitled to vote at any  meeting of Holders a Person shall
     be (a) a Holder of a Debt Security of the series with respect to which such
     meeting is being held or (b) a Person appointed by an instrument in writing
     as agent or proxy  by such Holder.  The only Persons  who shall be entitled
     to be  present or to speak at  any meeting of Holders  shall be the Persons
     entitled to vote at such meeting and their counsel  and any representatives
     of the Trustee  for the series with respect to which  such meeting is being
     held  and its  counsel  and  any representatives  of  the Company  and  its
     counsel.

     SECTION 805.  Regulations.

               Notwithstanding  any  other  provisions  of this  Indenture,  the
     Trustee for any series may make  such reasonable regulations as it may deem
     advisable  for any meeting of Holders of such series, in regard to proof of
     the holding of  Debt Securities of  such series and  of the appointment  of
     proxies,  and in  regard  to the  appointment and  duties of  inspectors of
     votes,  the submission and  examination of proxies,  certificates and other
     evidence of  the right  to  vote, and  such  other matters  concerning  the
     conduct of the meeting as it shall deem appropriate.

               The  Trustee  shall,  by  an  instrument in  writing,  appoint  a
     temporary  chairman  of the  meeting, unless  the  meeting shall  have been
     called by the Company  or by Holders of such series  as provided in Section
     803, in  which case the Company or the Holders  calling the meeting, as the
     case  may  be, shall  in  like  manner appoint  a  temporary  chairman.   A
     permanent  chairman and  a  permanent secretary  of  the meeting  shall  be
     elected by a majority vote of the meeting.

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<PAGE>



               Subject to the  provisos in the  definition of "Outstanding,"  at
     any meeting each  Holder of a Debt  Security of the series  with respect to
     which such meeting is being held or proxy therefor shall be entitled to one
     vote for each  $1,000 principal amount  (or such other  amount as shall  be
     specified as contemplated by Section 301) of Debt Securities of such series
     held or represented by him;  provided, however, that no vote shall  be cast
     or counted at any meeting in respect of any Debt Security challenged as not
     Outstanding and ruled by the chairman of the meeting to be not Outstanding.
     The chairman  of the  meeting shall  have no  right to vote  other than  by
     virtue of  Outstanding  Debt  Securities of  such  series held  by  him  or
     instruments in writing duly designating him as the person to vote on behalf
     of Holders of Debt Securities  of such series.  Any meeting of Holders with
     respect to  which a meeting was  duly called pursuant to  the provisions of
     Section 802 or 803 may be adjourned from time to time by a majority of such
     Holders present and the meeting may be held as so adjourned without further
     notice.

     SECTION 806.  Voting.

               The  vote upon any resolution submitted to any meeting of Holders
     with  respect  to which  such meeting  is being  held  shall be  by written
     ballots  on which shall be subscribed the  signatures of such Holders or of
     their representatives by proxy and the serial number or numbers of the Debt
     Securities held or  represented by  them.   The permanent  chairman of  the
     meeting shall  appoint two inspectors  of votes who  shall count  all votes
     cast  at the meeting for or  against any resolution and  who shall make and
     file with  the secretary of the  meeting their verified  written reports in
     duplicate  of all votes cast at the meeting.   A record in duplicate of the
     proceedings of each  meeting of Holders shall be prepared  by the secretary
     of the  meeting and there  shall be  attached to said  record the  original
     reports of the inspectors of votes on any vote  by ballot taken thereat and
     affidavits by  one or more  persons having knowledge  of the facts  setting
     forth a copy  of the notice of the meeting and showing that said notice was
     transmitted  as provided in Section 802.   The record shall show the serial
     numbers  of  the  Debt  Securities  voting  in  favor  of  or  against  any
     resolution.  The record shall  be signed and verified by the  affidavits of
     the  permanent  chairman and  secretary  of  the  meeting and  one  of  the
     duplicates shall be  delivered to the Company and the  other to the Trustee
     to be preserved by the Trustee.

               Any record so signed and verified shall be conclusive evidence of
     the matters therein stated.

     SECTION 807.  No Delay of Rights by Meeting.

               Nothing contained  in  this  Article Eight  shall  be  deemed  or
     construed to authorize  or permit, by  reason of any  call of a meeting  of
     Holders  or any rights expressly  or impliedly conferred  hereunder to make
     such call, any hindrance  or delay in the  exercise of any right  or rights
     conferred upon or reserved to the Trustee or to any Holder under any of the
     provisions of this Indenture or of the Debt Securities of any series.

                                     ARTICLE NINE

                 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 901.  Company May Consolidate, etc., Only on Certain Terms.


                                          50

<PAGE>



               The  Company shall not consolidate  with or merge  into any other
     corporation  or  convey,  transfer  or  lease  its  properties  and  assets
     substantially as an entirety to any Person, unless:

               (1)  the corporation  formed by such consolidation  or into which
          the Company is merged  or the Person which  acquires by conveyance  or
          transfer,  or which leases, the  properties and assets  of the Company
          substantially as an entirety (the "successor corporation") shall  be a
          corporation organized and existing under the laws of the United States
          of  America  or  any state  or  the  District  of Columbia  and  shall
          expressly assume,  by an  indenture supplemental hereto,  executed and
          delivered to  the  Trustee, in  form  reasonably satisfactory  to  the
          Trustee,  the  due  and punctual  payment  of  the  principal of  (and
          premium,  if any)  and  interest on  all the  Debt Securities  and the
          performance  of every covenant  of this Indenture  on the part  of the
          Company to be performed or observed;

               (2)  immediately  after giving  effect  to  such transaction,  no
          Event  of Default, and no event which,  after notice or lapse of time,
          or both would  become an Event of Default, shall  have happened and be
          continuing; and

               (3)  if, as a result of any  such consolidation or merger or such
          conveyance, transfer  or lease,  properties or  assets of  the Company
          would become subject to a mortgage, pledge, lien, security interest or
          other encumbrance that would  not be permitted by this  Indenture, the
          Company or such successor corporation  or Person, as the case  may be,
          shall take such steps  as shall be necessary effectively to secure all
          Debt  Securities   equally  and  ratably   with  (or  prior   to)  all
          indebtedness secured thereby; and

               (4)  the  Company  has  delivered  to the  Trustee  an  Officers'
          Certificate  and  an  Opinion  of   Counsel  each  stating  that  such
          consolidation,  merger,   conveyance,  transfer  or  lease   and  such
          supplemental  indenture   comply  with  this  Article   and  that  all
          conditions precedent herein provided  for relating to such transaction
          have been complied with.

     SECTION 902.  Successor Corporation Substituted.

               Upon any consolidation with or merger into any other corporation,
     or any  conveyance, transfer or lease  of the properties and  assets of the
     Company  substantially as an entirety  in accordance with  Section 901, the
     successor corporation  formed  by  such  consolidation or  into  which  the
     Company is  merged or to which  such conveyance, transfer or  lease is made
     shall succeed to, and be substituted for, and may exercise  every right and
     power of, the Company under this Indenture with the same effect  as if such
     successor  corporation had been named as the Company herein, and thereafter
     the  predecessor corporation  shall  be  relieved  of all  obligations  and
     covenants under this Indenture and the Debt Securities.


                                     ARTICLE TEN

                               SUPPLEMENTAL INDENTURES

     SECTION 1001.  Supplemental Indentures Without Consent of Holders.


                                          51

<PAGE>



               Without the consent  of any Holders, the Company, when authorized
     by a Board Resolution, and  the Trustee, at any time and from time to time,
     may  enter into  one  or  more  indentures  supplemental  hereto,  in  form
     satisfactory to the Trustee, for any of the following purposes:

               (1)   to evidence  the succession  of another corporation  to the
          Company and the  assumption by such successor of the  covenants of the
          Company herein and in the Debt Securities contained; or

               (2)  to add to the  covenants of the Company, for  the benefit of
          the  Holders  of all  or any  series  of Debt  Securities appertaining
          thereto (and if such covenants  are to be for the benefit of less than
          all series,  stating that such covenants are  expressly being included
          solely for the  benefit of such series), or to  surrender any right or
          power herein conferred upon the Company; or

               (3)  to  add any additional Events of Default (and if such Events
          of Default  are to be applicable to less than all series, stating that
          such  Events  of Default  are expressly  being  included solely  to be
          applicable to such series); or

               (4)  to  change  or  eliminate  any  of  the  provisions  of this
          Indenture, provided that any  such change or elimination shall  become
          effective  only  when there  is no  Outstanding  Debt Security  of any
          series created prior to  the execution of such  supplemental indenture
          that is entitled to the benefit of such provision and as to which such
          supplemental indenture would apply; or

               (5)   to secure the Debt Securities; or

               (6)   to supplement any  of the provisions  of this Indenture  to
          such  extent as  shall  be  necessary  to  permit  or  facilitate  the
          defeasance  and discharge of any series of Debt Securities pursuant to
          Article  Four or Article Fourteen, provided that any such action shall
          not adversely affect the  interests of the Holders of  Debt Securities
          of such  series or any other series of Debt Securities in any material
          respect; or

               (7)   to  establish the form or  terms of Debt  Securities of any
          series as permitted by Sections 201 and 301; or

               (8)   to evidence  and provide for the  acceptance of appointment
          hereunder by a successor Trustee with respect to one or more series of
          Debt Securities and to add to or change any  of the provisions of this
          Indenture  as  shall be  necessary to  provide  for or  facilitate the
          administration  of  the trusts  hereunder  by more  than  one Trustee,
          pursuant to the requirements of Section 609; or

               (9)  to  cure  any  ambiguity,   to  correct  or  supplement  any
          provision herein which may be defective or inconsistent with any other
          provision  herein, or  to make  any other  provisions with  respect to
          matters or questions arising  under this Indenture which shall  not be
          inconsistent with any provision of this Indenture, provided such other
          provisions  shall not adversely affect the interests of the Holders of
          Outstanding  Debt  Securities of  any  series  created  prior  to  the
          execution of such supplemental indenture in any material respect; or

               (10) to change any place or places where (1) the principal of and

                                          52

<PAGE>



          premium, if  any, and interest, if  any, on all or any  series of Debt
          Securities shall be payable, (2) all or  any series of Debt Securities
          may be surrendered for registration or transfer, (3) all or any series
          of  Debt Securities may be  surrendered for exchange,  and (4) notices
          and demands to  or upon the Company in respect of all or any series of
          Debt Securities and this Indenture may be served.

     SECTION 1002.  Supplemental Indentures With Consent of Holders.

               With the  consent of the Holders  of not less than  a majority in
     principal amount of the Outstanding Debt Securities of each series affected
     by  such supplemental indenture voting  separately, by Act  of said Holders
     delivered to the Company and the Trustee, the Company, when authorized by a
     Board Resolution, and the Trustee may enter into an indenture or indentures
     supplemental hereto for the purpose of adding any provisions to or changing
     in any manner or eliminating any of the provisions of this Indenture  or of
     modifying in any  manner the rights of the Holders  under this Indenture of
     such  Debt  Securities;  provided,   however,  that  no  such  supplemental
     indenture shall, without the consent of the Holder of each outstanding Debt
     Security of each such series affected thereby,

               (1)   change  the  Stated  Maturity   of  the  principal  of,  or
          installment of interest, if any, on,  any Debt Security, or reduce the
          principal  amount  thereof or  the  interest  thereon or  any  premium
          payable upon redemption thereof, or change  the Currency or Currencies
          in which  the principal of (and  premium, if any) or  interest on such
          Debt Security is denominated or  payable, or reduce the amount  of the
          principal of a Discount Security that would be due and  payable upon a
          declaration  of  acceleration  of  the Maturity  thereof  pursuant  to
          Section 502, or adversely affect the right of repayment or repurchase,
          if  any, at the  option of  the Holder,  or reduce  the amount  of, or
          postpone the  date fixed for,  any payment under  any sinking fund  or
          analogous provisions for  any Debt  Security, or impair  the right  to
          institute suit  for the  enforcement of  any payment  on or  after the
          Stated Maturity thereof  (or, in the case  of redemption, on or  after
          the Redemption Date); or

               (2)   reduce  the   percentage   in  principal   amount  of   the
          Outstanding  Debt  Securities  of  any series,  the  consent  of whose
          Holders  is required for any supplemental indenture, or the consent of
          whose  Holders is required for  any waiver of  compliance with certain
          provisions of this  Indenture or certain defaults  hereunder and their
          consequences provided for in this Indenture; or

               (3)   modify any of  the provisions of this Section,  Section 513
          or Section 1109, except to increase any  such percentage or to provide
          that  certain other provisions of this Indenture cannot be modified or
          waived  without the  consent of  the Holder  of each  Outstanding Debt
          Security affected  thereby; provided, however, that  this clause shall
          not be  deemed to require  the consent of  any Holder with  respect to
          changes  in the references to "the Trustee" and concomitant changes in
          this  Section and Section  1109, or the  deletion of  this proviso, in
          accordance with the requirements of Sections 609 and 1001(7).

               It shall  not be  necessary for  any Act  of  Holders under  this
     Section  to  approve  the  particular form  of  any  proposed  supplemental
     indenture,  but  it shall  be  sufficient  if such  Act  shall  approve the
     substance thereof.

                                          53

<PAGE>



               A supplemental indenture which changes or eliminates any covenant
     or other provision of this Indenture with respect to one or more particular
     series of  Debt Securities or which  modifies the rights of  the Holders of
     Debt  Securities of  such series  with  respect to  such covenant  or other
     provision, shall be deemed not to affect the rights under this Indenture of
     the Holders of Debt Securities of any other series.

     SECTION 1003.  Execution of Supplemental Indentures.

               In executing, or  accepting the additional trusts created by, any
     supplemental  indenture  permitted by  this  Article  or the  modifications
     thereby  of the  trusts created  by this  Indenture, the  Trustee shall  be
     entitled  to receive, and (subject to any incorporated provisions) shall be
     fully protected  in relying upon,  an Opinion of  Counsel stating  that the
     execution of such supplemental indenture is authorized or permitted by this
     Indenture.  The Trustee may, but shall not be obligated to, enter  into any
     such  supplemental  indenture which  adversely  affects  the Trustee's  own
     rights,  duties  or  immunities under  this  Indenture  or  otherwise in  a
     material way.

     SECTION 1004.  Effect of Supplemental Indentures.

               Upon  the  execution of  any  supplemental  indenture under  this
     Article, this Indenture shall be modified in accordance therewith, and such
     supplemental  indenture shall  form  a  part  of  this  Indenture  for  all
     purposes; and  every Holder of  Debt Securities  theretofore or  thereafter
     authenticated and delivered hereunder shall be bound thereby.

     SECTION 1005.  Conformity with Trust Indenture Act.

               Every  supplemental indenture executed  pursuant to  this Article
     shall conform  to the requirements  of the Trust  Indenture Act as  then in
     effect.

     SECTION 1006.  Reference in Debt Securities to Supplemental Indentures.

          Debt Securities of  any series authenticated  and delivered after  the
     execution of any supplemental  indenture pursuant to this Article  may, and
     shall if required by the Trustee, bear  a notation in form approved by  the
     Trustee  as to any matter provided for  in such supplemental indenture.  If
     the Company  shall  so determine,  new  Debt Securities  of any  series  so
     modified as  to conform,  in the opinion  of the  Trustee and the  Board of
     Directors,  to any such supplemental indenture may be prepared and executed
     by the Company and authenticated and  delivered by the Trustee in  exchange
     for Outstanding Debt Securities of such series.

     SECTION 1007.  Notice of Supplemental Indenture.

               Promptly after  the execution by the Company  and the appropriate
     Trustee of any supplemental indenture pursuant to Section 1002, the Company
     shall transmit, in the manner and to the extent provided in Section 105, to
     all Holders of any series of the Debt Securities affected thereby, a notice
     setting  forth  in  general  terms  the  substance  of   such  supplemental
     indenture.


                                    ARTICLE ELEVEN


                                          54

<PAGE>



                                      COVENANTS

     SECTION 1101.  Payment of Principal, Premium and Interest.

               The Company covenants and  agrees for the benefit of  each series
     of Debt  Securities that it will  duly and punctually pay  the principal of
     (and premium,  if any) and  interest on  the Debt Securities  in accordance
     with the terms of the Debt Securities and this Indenture.

     SECTION 1102.  Maintenance of Office or Agency.

               The  Company  will maintain  in each  Place  of Payment  for each
     series of Debt Securities an office or agency where Debt Securities of that
     series may be presented  or surrendered for payment, where  Debt Securities
     of that series may be surrendered for registration of transfer or  exchange
     and where notices and demands to or upon the Company in respect of the Debt
     Securities of  that series and this  Indenture may be served.   The Company
     will  give prompt written  notice to the  Trustee of the  location, and any
     change in  the location, of  such office  or agency.   If at  any time  the
     Company shall fail to maintain any  such required office or agency or shall
     fail to furnish the  Trustee with the address thereof,  such presentations,
     surrenders,  notices and  demands may  be made  or served at  the Corporate
     Trust Office of the Trustee, and the Company hereby appoints the Trustee as
     its agent to receive all presentations, surrenders, notices and demands.

     SECTION 1103.  Money for Debt Securities; Payments To Be Held in Trust.

               If the Company shall at any time act as its own Paying Agent with
     respect to any  series of Debt Securities, it  will, on or before  each due
     date  of the principal of  (and premium, if any) or  interest on any of the
     Debt Securities of such series, segregate and hold in trust for the benefit
     of the Persons entitled thereto a  sum sufficient to pay the principal (and
     premium, if any) or interest so becoming  due until such sums shall be paid
     to  such Persons  or otherwise  disposed of  as herein  provided, and  will
     promptly notify the Trustee of its action or failure so to act.

               Whenever  the Company shall have  one or more  Paying Agents with
     respect to any series of Debt  Securities, it will, by or on each  due date
     of the principal (and premium,  if any) or interest on any  Debt Securities
     of such  series, deposit with any such Paying Agent a sum sufficient to pay
     the principal (and  premium, if any) or interest so  becoming due, such sum
     to be held  in trust for the benefit  of the Persons entitled  thereto, and
     (unless any  such Paying Agent  is the Trustee)  the Company will  promptly
     notify the Trustee of its action or failure so to act.

               The  Company will  cause each  Paying Agent  with respect  to any
     series of Debt Securities other than  the Trustee to execute and deliver to
     the Trustee an instrument in  which such Paying Agent shall agree  with the
     Trustee, subject  to the provisions of this Section, that such Paying Agent
     will:

               (1)   hold all sums held by  it for the payment of the  principal
          of (and premium, if any) or interest on Debt Securities of such series
          in  trust for the benefit  of the Persons  entitled thereto until such
          sums shall be paid to such Persons or otherwise disposed  of as herein
          provided;

               (2)   give the Trustee notice  of any default by the  Company (or

                                          55

<PAGE>



          any other  obligor upon  the Debt  Securities of  such series)  in the
          making of any payment  of principal (and premium, if any)  or interest
          on the Debt Securities of such series; and

               (3)   at  any time  during the  continuance of any  such default,
          upon the written request  of the Trustee, forthwith pay to the Trustee
          all sums so held in trust by such Paying Agent.

               The Company may  at any time,  for the purpose  of obtaining  the
     satisfaction and discharge of this Indenture or for any other purpose, pay,
     or by Company Order direct any Paying Agent to pay, to the Trustee all sums
     held in trust by  the Company or such Paying Agent, such sums to be held by
     the Trustee upon the same trusts as those upon which such sums were held by
     the Company  or such  Paying Agent;  and, upon such  payment by  any Paying
     Agent to  the Trustee, such Paying Agent shall be released from all further
     liability with respect to such money.

               Any money deposited with the Trustee or any Paying Agent, or then
     held  by the Company,  in trust  for the payment  of the  principal of (and
     premium,  if any)  or  interest on  any  Debt Security  of  any series  and
     remaining unclaimed for  two years  after such principal  (and premium,  if
     any) or interest  has became due and  payable shall be paid to  the Company
     upon Company Request, or (if then  held by the Company) shall be discharged
     from such  trust; and the Holder of such Debt Security shall thereafter, as
     an  unsecured  general  creditor, look  only  to  the  Company for  payment
     thereof, and all liability of the Trustee or such Paying Agent with respect
     to such trust money, and  all liability of the Company as  trustee thereof,
     shall thereupon cease; provided,  however, that the Trustee or  such Paying
     Agent, before being required to make any such repayment, may at the expense
     of  the Company cause  to be transmitted  in the  manner and to  the extent
     provided by Section 105, notice that such money remains unclaimed and that,
     after a date specified  therein, which shall not be less than  30 days from
     the date  of such  notification, any unclaimed  balance of such  money then
     remaining will be repaid to the Company.

     SECTION 1104.  Corporate Existence.

               Subject to Article Nine, the Company  will do or cause to be done
     all things  necessary to preserve  and keep  in full force  and effect  its
     corporate  existence,  rights  (charter  and  statutory)  and   franchises;
     provided, however, that the Company  shall not be required to preserve  any
     such  right  or  franchise   if  the  Company  shall  determine   that  the
     preservation  thereof is no longer desirable in the conduct of the business
     of the Company.

     SECTION 1105. Officers' Certificate as to Default.

               The Company  will deliver to the Trustee, on or before a date not
     more than four  months after  the end of  each fiscal year  of the  Company
     ending after the date  hereof, an Officers' Certificate stating  whether or
     not to the best knowledge  of the signers thereof the Company is in default
     in  the performance and  observation of  any of  the terms,  provisions and
     conditions  of this  Indenture, and, if  the Company  shall be  in default,
     specifying all  such defaults and the nature thereof of which they may have
     knowledge.




                                          56

<PAGE>



                                    ARTICLE TWELVE

                            REDEMPTION OF DEBT SECURITIES

     SECTION 1201.  Applicability of Article.

               Debt Securities of  any series that  are redeemable before  their
     Maturity shall be redeemable in accordance with their  terms and (except as
     otherwise  specified pursuant  to Section  301 for  Debt Securities  of any
     series) in accordance with this Article.

     SECTION 1202.  Election to Redeem; Notice to Trustee.

               The  election of  the  Company to  redeem  (or,  in the  case  of
     Discount  Securities, to  permit  the Holders  to  elect to  surrender  for
     redemption) any Debt Securities  shall be evidenced by a  Board Resolution.
     In case of any redemption at  the election of the Company of less  than all
     of the  Debt Securities of any series pursuant to Section 1204, the Company
     shall,  at least  60 days prior  the Redemption  Date fixed  by the Company
     (unless a shorter notice shall be satisfactory to the Trustee),  notify the
     Trustee of  such  Redemption  Date and  of  the principal  amount  of  Debt
     Securities of such series to be redeemed.  In the case of any redemption of
     Debt  Securities prior  to  the  expiration  of  any  restriction  on  such
     redemption provided in  the terms of such  Debt Securities or elsewhere  in
     this Indenture, the  Company shall  furnish the Trustee  with an  Officer's
     Certificate evidencing compliance with such restrictions.

     SECTION 1203.  Selection by Trustee of Debt Securities to Be Redeemed.

               If less  than all the  Debt Securities  of any series  are to  be
     redeemed at the election of the Company, the particular Debt  Securities to
     be redeemed shall be selected not more than 60 days prior to the Redemption
     Date by the  Trustee, from the Outstanding  Debt Securities of  such series
     not previously called  for redemption, by such method as  the Trustee shall
     deem  fair  and appropriate  and which  may provide  for the  selection for
     redemption  of portions (equal  to the minimum  authorized denomination for
     Debt  Securities of such  series or any  integral multiple thereof)  of the
     principal amount of Debt Securities of such series in a denomination larger
     than the minimum authorized denomination for Debt Securities of such series
     pursuant to Section  302 in the  Currency in which  the Debt Securities  of
     such series are denominated.  The  portions of the principal amount of Debt
     Securities so selected for partial redemption shall be equal to the minimum
     authorized denominations for  Debt Securities  of such  series pursuant  to
     Section 302 in the Currency in which the Debt Securities of such series are
     denominated or any integral multiple thereof, except as otherwise set forth
     in the applicable form of Debt Securities.  In any case where more than one
     Debt Security of such series is registered in the same name, the Trustee in
     its discretion may treat the aggregate principal amount so registered as if
     it were represented by one Debt Security of such series.

               The Trustee shall promptly  notify the Company in writing  of the
     Debt Securities  selected  for redemption  and,  in the  case of  any  Debt
     Securities selected for partial redemption, the principal amount thereof to
     be redeemed.

               For all purposes of this  Indenture, unless the context otherwise
     requires, all  provisions  relating to  the redemption  of Debt  Securities
     shall relate, in the  case of any Debt Security redeemed or  to be redeemed

                                          57

<PAGE>



     only in  part, to the portion of the principal amount of such Debt Security
     that has been or is to be redeemed.

     SECTION 1204.  Notice of Redemption.

               Notice of redemption  shall be  given by the  Company, or at  the
     Company's request,  by the Trustee  in the name and  at the expense  of the
     Company, not less  than 30  days and  not more than  60 days  prior to  the
     Redemption  Date to  the Holders  of Debt  Securities of  any series  to be
     redeemed in whole or in part pursuant to this Article Twelve, in the manner
     provided  in  Section 105.    Any  notice so  given  shall be  conclusively
     presumed to have been duly  given, whether or not the Holder  receives such
     notice.  Failure to  give such notice, or any defect in  such notice to the
     Holder of any Debt Security of a series designated for redemption, in whole
     or in  part, shall not affect  the sufficiency of any  notice of redemption
     with respect to the Holder of any other Debt Security of such series.

               All notices of redemption shall state:

               (1)  the Redemption Date,

               (2)  the Redemption Price,

               (3)  that Debt  Securities of such  series are being  redeemed by
          the  Company pursuant to provisions contained in this Indenture or the
          terms  of the  Debt  Securities  of  such  series  or  a  supplemental
          indenture establishing such series, if such be the case, together with
          a brief statement of the facts permitting such redemption,

               (4)  if less than all Outstanding  Debt Securities of any  series
          are to be  redeemed, the identification  (and, in the case  of partial
          redemption, the  principal amounts) of the  particular Debt Securities
          to be redeemed,

               (5)  that on the Redemption Date the Redemption Price will become
          due and  payable upon each such Debt Security to be redeemed, and that
          interest thereon,  if any,  shall cease to  accrue on  and after  said
          date,

               (6)  the Place or  Places of Payment  where such Debt  Securities
          are to be surrendered for payment of the Redemption Price, and

               (7)   that the redemption is  for a sinking fund, if  such is the
          case.

     SECTION 1205.  Deposit of Redemption Price.

               On or prior  to the Redemption Date for  any Debt Securities, the
     Company shall deposit with the  Trustee or with a Paying Agent  (or, if the
     Company is acting  as its own Paying Agent, segregate and  hold in trust as
     provided in  Section 1103) an amount of money in the Currency or Currencies
     in  which such Debt Securities are denominated (except as provided pursuant
     to  Section  301) sufficient  to  pay the  Redemption  Price  of such  Debt
     Securities or any portions thereof that are to be redeemed on that date.

     SECTION 1206.  Debt Securities Payable on Redemption Date.

               Notice  of redemption  having been given  as aforesaid,  any Debt

                                          58

<PAGE>



     Securities so to be redeemed shall, on the Redemption Date,  become due and
     payable  at  the  Redemption  Price  in  the Currency  in  which  the  Debt
     Securities  of  such  series  are payable  (except  as  otherwise specified
     pursuant to Sections 301  or 310), and from and after such date (unless the
     Company  shall default  in the payment  of the Redemption  Price) such Debt
     Securities shall cease to bear  interest.  Upon surrender of any  such Debt
     Security  for redemption in accordance with said notice, such Debt Security
     shall  be paid by  the Company at the  Redemption Price; provided, however,
     that,  unless   otherwise  specified   as  contemplated  by   Section  301,
     installments  of interest on Debt Securities that have a Stated Maturity or
     on prior to  the Redemption Date for such Debt  Securities shall be payable
     according  to the  terms  of such  Debt Securities  and  the provisions  of
     Section 307.

               If any Debt  Security called for redemption shall  not be so paid
     upon  surrender thereof for redemption, the principal (and premium, if any)
     shall,  until paid,  bear interest  from the  Redemption Date  at  the rate
     prescribed therefor in the Debt Security.

     SECTION 1207.  Debt Securities Redeemed in Part.

               Any Debt  Security that is to  be redeemed only in  part shall be
     surrendered at the Corporate Trust Office or such other office or agency of
     the Company as is specified  pursuant to Section 301 with, if  the Company,
     the Security Registrar or the Trustee so requires, due endorsement by, or a
     written instrument of  transfer in  form satisfactory to  the Company,  the
     Security Registrar  and the Trustee duly executed by, the Holder thereof or
     his attorney duly authorized in writing, and the Company shall execute, and
     the  Trustee shall  authenticate and  deliver to  the Holder  of such  Debt
     Security without service charge, a new Debt Security  or Debt Securities of
     the same series, of like tenor and form, of any  authorized denomination as
     requested  by such  Holder in  aggregate principal amount  equal to  and in
     exchange for the unredeemed portion of  the principal of the Debt  Security
     so surrendered.  In the case of a Debt Security providing appropriate space
     for such  notation, at the  option of the  Holder thereof, the  Trustee, in
     lieu of delivering a new Debt Security or Debt Securities as aforesaid, may
     make a  notation on  such  Debt Security  of the  payment  of the  redeemed
     portion thereof.



                                   ARTICLE THIRTEEN

                                      DEFEASANCE

     SECTION 1301.  Applicability of Article.

               If, pursuant to Section 301, provision is made for the defeasance
     of Debt Securities of a  series, and if the Debt Securities  of such series
     are denominated and payable only in Dollars (except as provided pursuant to
     Section 301) then the provisions of this Article shall be applicable except
     as otherwise specified pursuant to Section 301 for  Debt Securities of such
     series.   Defeasance provisions, if any, for Debt Securities denominated in
     a Foreign Currency or Currencies may be specified pursuant to Section 301.

     SECTION  1302.    Defeasance Upon  Deposit  of  Moneys  or U.S.  Government
     Obligations.


                                          59

<PAGE>



               At the Company's option,  either (a) the Company shall  be deemed
     to  have been  Discharged  (as defined  below)  from its  obligations  with
     respect  to  Debt Securities  of  any  series on  the  91st  day after  the
     applicable  conditions set  forth  below have  been  satisfied or  (b)  the
     Company shall  cease to be  under any obligation  to comply with  any term,
     provision or condition set forth in Sections 901, 1105, 1106, 1107 and 1108
     with  respect to  Debt  Securities  of any  series  (and,  if so  specified
     pursuant  to  Section 301,  any other  restrictive  covenant added  for the
     benefit  of such  series pursuant  to Section  301) at  any time  after the
     applicable conditions set forth below have been satisfied:

               (1)  the Company shall have deposited  or caused to be  deposited
          irrevocably  with the  Trustee as trust  funds in  trust, specifically
          pledged  as security for, and dedicated  solely to, the benefit of the
          Holders of  the Debt Securities of such series (i) money in an amount,
          or (ii) U.S. Government  Obligations (as defined below)  which through
          the payment of interest and principal in respect thereof in accordance
          with their terms will provide,  not later than one day before  the due
          date of any payment, money in an amount, or (iii) a combination of (i)
          and (ii), sufficient, in the opinion (with respect to (i) and (ii)) of
          a   nationally  recognized  firm  of  independent  public  accountants
          expressed in a written certification thereof delivered to the Trustee,
          to pay  and discharge  each installment  of  principal (including  any
          mandatory  sinking fund payments) of and premium, if any, and interest
          on,  the Outstanding Debt Securities of  such series on the dates such
          installments of interest or principal and premium are due;

               (2)  such deposit will not result in a breach or violation of, or
          constitute a default under,  this Indenture or any other  agreement or
          instrument to which the Company is a party or by which it is bound;

               (3)  if the Debt Securities of such series are then listed on any
          national securities exchange, the Company  shall have delivered to the
          Trustee  an  Opinion  of Counsel  to  the  effect  that the  Company's
          exercise of its  option under this Section  would not cause such  Debt
          Securities to be delisted;

               (4)  no Event of Default or event (including such deposit) which,
          with notice or lapse of time or both, would become an Event of Default
          with respect to the Debt Securities of such series shall have occurred
          and be continuing on the date of  such deposit and no Event of Default
          under Section 501(5) or Section 501(6) or event which with  the giving
          of notice or lapse  of time, or both, would become an Event of Default
          under  Section 501(5)  or Section  501(6) shall  have occurred  and be
          continuing on the 91st day after such date; and

               (5)  the Company shall  have delivered to the  Trustee an Opinion
          of Counsel  to the effect that  the Holders of the  Debt Securities of
          such series will not recognize income, gain or loss for federal income
          tax purposes as a result of such deposit, defeasance or Discharge.

               "Discharged"  means that the Company shall be deemed to have paid
     and  discharged the  entire  indebtedness represented  by, and  obligations
     under,  the Debt Securities  of such series  and to have  satisfied all the
     obligations  under this Indenture relating  to the Debt  Securities of such
     series  (and the  Trustee, at  the expense  of the  Company, shall  execute
     proper  instruments  acknowledging  the  same), except  (A)  the  rights of
     Holders  of Debt Securities of such series  to receive, from the trust fund

                                          60

<PAGE>



     described in clause (1) above, payment of the principal of (and premium, if
     any) and interest  on such Debt Securities when such  payments are due, (B)
     the  Company's  obligations with  respect to  the  Debt Securities  of such
     series  under Sections  304, 305, 306,  1103 and  1303 and  (C) the rights,
     powers, trusts, duties and immunities of the Trustee hereunder.

               "U.S. Government  Obligations"  means  securities  that  are  (i)
     direct obligations of the United States of America for the payment of which
     its  full faith  and credit  is pledged,  or (ii)  obligations of  a Person
     controlled or supervised by  and acting as an agency  or instrumentality of
     the United States of America the timely payment of which is unconditionally
     guaranteed as  a full faith and  credit obligation by the  United States of
     America, which, in either case under clauses (i) or (ii),  are not callable
     or redeemable at the option of the issuer thereof, and shall also include a
     depository receipt  issued by  a bank or  trust company  as custodian  with
     respect  to any  such U.S. Government  Obligation or a  specific payment of
     interest on or  principal of  any such U.S.  Government Obligation held  by
     such  custodian for  the account  of the  holder of  a depository  receipt;
     provided that (except as required by law) such  custodian is not authorized
     to  make any  deduction  from the  amount  payable to  the  holder of  such
     depository  receipt from any amount received by the custodian in respect of
     the U.S. Government  Obligation or the specific  payment of interest  on or
     principal of  the U.S. Government  Obligation evidenced by  such depository
     receipt.

     SECTION 1303.  Deposit Moneys and U.S. Government Obligations to be Held in
     Trust.

               All  moneys and  U.S. Government  Obligations deposited  with the
     Trustee pursuant  to Section 1302 in respect of Debt Securities of a series
     shall be held in trust and applied by it, in accordance with the provisions
     of such Debt Securities and this Indenture, to the payment, either directly
     or through any Paying Agent (including the Company acting as its own Paying
     Agent)  as  the  Trustee  may  determine,  to  the  Holders  of  such  Debt
     Securities, of  all sums due and  to become due thereon  for principal (and
     premium,  if  any)  and  interest,  if any,  but  such  money  need  not be
     segregated from other funds except to the extent required by law.

     SECTION 1304.  Repayment to Company.

               The Trustee and any Paying Agent shall promptly  pay or return to
     the  Company upon Company Request any moneys or U.S. Government Obligations
     held by them  at any  time that  are not required  for the  payment of  the
     principal of (and  premium, if any) and interest on  the Debt Securities of
     any  series  for  which money  or  U.S.  Government  Obligations have  been
     deposited pursuant to Section 1302.

               The  provisions of the last paragraph of Section 1103 shall apply
     to any money  held by the  Trustee or any Paying  Agent under this  Article
     that remains  unclaimed for two years  after the Maturity of  any series of
     Debt  Securities for which money  or U.S. Government  Obligations have been
     deposited pursuant to Section 1302.







                                          61

<PAGE>



               IN WITNESS WHEREOF, the parties hereto have caused this Indenture
     to be duly  executed, and their respective  corporate seals to be  hereunto
     affixed and attested, all as of the day and year first above written.


                                   KIRBY CORPORATION


                                   By:
                                   Print Name:
                                   Title:


     Attest:


     By:
     Print Name:
     Title:


     Seal





                                   TEXAS       COMMERCE       BANK      NATIONAL
                                   ASSOCIATION, as Trustee


                                   By:
                                   Print Name:
                                   Title:

     Attest:


     By:
     Print Name:
     Title:


     Seal















                                          62

<PAGE>



     STATE OF       )
                    )    ss:
     COUNTY OF )


               On  the  ____ day  of October,  1994,  before me  personally came
     __________________________________  to  me known,  who,  being  by me  duly
     s w o r n ,    d i d    d e p o s e   a n d    s a y   t h a t    h e   i s
     _______________________________________  of Kirby  Corporation, one  of the
     corporations described in and which executed the foregoing instrument; that
     he  knows the  seal of  said  corporation; that  the seal  affixed to  said
     instrument is such corporate seal;  that it was so affixed by  authority of
     the Board of  Directors of said  corporation, and that  he signed his  name
     thereto by like authority.



                                                  Notary Public


     SEAL






































                                          63

<PAGE>



     STATE OF       )
                    )    ss:
     COUNTY OF )

             
               On  the  ____ day  of October,  1994,  before me  personally came
     _______________________________ to me known,  who, being by me  duly sworn,
     did  depose and say that he  is __________________________________ of Texas
     Commerce Bank National  Association one  of the entities  described in  and
     which executed  the foregoing instrument;  that he knows  the seal of  said
     corporation; that the  seal affixed  to said instrument  is such  corporate
     seal; that it was so affixed by authority of the Board of Directors of said
     association, and that he signed his name thereto by like authority.



                                                  Notary Public


     SEAL







































                                          64

<PAGE>












<TABLE>
                            KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                           Computation of Ratio of Earnings to Fixed Charges
                               (In thousands, except for ratio amounts)



                                      Years ended December 31,                Six months ended
                                                                                  June 30,

<CAPTION>
                           <C>         <C>       <C>       <C>       <C>       <C>       <C>
                           1989        1990      1991      1992      1993      1993      1994

       Earnings
       before taxes
       on income           $ 11,260    19,103   17,848     18,729    35,324    15,409     9,776



       Plus fixed
       charges:
             Interest
             expense          5,055     6,304    5,965      9,411     8,416     4,750     3,766

             Interest
             element
             of
             rental
             expense*           384       371      317        973     1,143       572       600





                              5,439     6,675    6,282     10,384     9,559     5,322     4,366
             Earnings
             before
             taxes on
             income
             before
               fixed
             charges       $ 16,699    25,778   24,130     29,113    44,883    20,731    14,142






       Ratio of
       earnings to
       fixed charges           3.07      3.86     3.84       2.80      4.70      3.90      3.24



</TABLE>

     *    The interest element of rental expense is one-third of rental expense,
          which is considered to be representative of the interest factor.

<PAGE>












                                                               Exhibit 23.2

                            INDEPENDENT AUDITORS' CONSENT


          The Board of Directors
          Kirby Corporation

          We  consent  to the  use of  our  reports incorporated  herein by
          reference and to the  reference to our firm under the  heading of
          "Experts" in the prospectus.

          Our reports refer  to changes  in the methods  of accounting  for
          income  taxes,  postretirement   benefits  other  than  pensions,
          certain investments in debt  and equity securities and accounting
          and reporting for reinsurance of short-duration and long-duration
          contracts.


                                             KPMG Peat Marwick LLP


          Houston, Texas
          October 26, 1994

<PAGE>












                                                                    Exhibit 23.3


                            INDEPENDENT AUDITOR'S CONSENT


     We consent to the incorporation by reference in this Registration Statement
     of Kirby Corporation on Form S-3 of our reports dated March 2, 1992, except
     for  Note 2  as to  which the  date is  March 18,  1992 (relating  to Kirby
     Corporation and subsidiaries) and February 28, 1994 (relating to  Universal
     Insurance  Company  and  subsidiaries  not  presented  separately  herein),
     appearing in  the Annual Report on  Form 10-K of Kirby  Corporation for the
     year ended  December 31, 1993 and to the reference  to us under the heading
     "Experts" in the Prospectus, which is part of this Registration Statement.



                                   DELOITTE & TOUCHE LLP


     Houston, Texas
     October 26, 1994

<PAGE>












          

<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                ______________

                                   FORM  T-1

                      STATEMENT OF ELIGIBILITY UNDER THE
                       TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
               OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)______

                               _______________ 

                 TEXAS  COMMERCE  BANK  NATIONAL  ASSOCIATION
              (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

                                  74-0800980
                               (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)


            712 MAIN STREET                                    77002
            HOUSTON, TEXAS                                   (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
 
                              ___________________

                               KIRBY CORPORATION
              (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

               NEVADA                                       74-1884980
   (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)


   1775 ST. JAMES PLACE, SUITE 300
            HOUSTON, TEXAS                                     77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)


                                DEBT SECURITIES

                      (TITLE OF THE INDENTURE SECURITIES)


<PAGE>
 
ITEM 1.  GENERAL INFORMATION.

         FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

         (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

             Comptroller of the Currency, Washington, D.C.
             Federal Deposit Insurance Corporation, Washington, D.C.
             Board of Governors of The Federal Reserve System, Washington, D.C.

         (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE
 TRUST POWERS.

             Yes.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

         The obligor is not an affiliate of the trustee.

         (See Note on Page 5.)


ITEM 3.  VOTING SECURITIES OF THE TRUSTEE.

         FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES
OF THE TRUSTEE:

               COL. A                                   COL. B
           TITLE OF CLASS                          AMOUNT OUTSTANDING
           --------------                          ------------------

         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.


ITEM 4.  TRUSTEESHIPS UNDER OTHER INDENTURES.

         IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:

         (A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.

         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13 .

         (B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(B)(1) OF THE ACT
ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE, INCLUDING
A STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE
SECURITIES ISSUED UNDER SUCH OTHER INDENTURE.

         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.


ITEM 5.  INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.

         IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE OR REPRESENTATIVE
OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON



<PAGE>
 
HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.

         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.


ITEM 6.  VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS 
OFFICIALS.

         FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.

      COL. A           COL. B             COL. C                  COL. D
                                                              PERCENTAGE OF
                                                            VOTING SECURITIES
                                                             REPRESENTED BY
                                        AMOUNT OWNED           AMOUNT GIVEN
   NAME OF OWNER    TITLE OF CLASS      BENEFICIALLY            IN COL. C
   -------------    --------------      ------------        -----------------
         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.


ITEM 7.  VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

         FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND  EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.

      COL. A           COL. B             COL. C                  COL. D
                                                              PERCENTAGE OF
                                                            VOTING SECURITIES
                                                             REPRESENTED BY
                                        AMOUNT OWNED           AMOUNT GIVEN
   NAME OF OWNER    TITLE OF CLASS      BENEFICIALLY            IN COL. C
   -------------    --------------      ------------        -----------------

  Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.


ITEM 8.  SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

         FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE.
 
    COL. A             COL. B               COL. C                  COL. D
                    WHETHER THE          AMOUNT OWNED                       
                    SECURITIES        BENEFICIALY OR HELD     PERCENT OF CLASS
                    ARE VOTING       AS COLLATERAL SECURITY    REPRESENTED BY
                   OR NONVOTING         FOR OBLIGATIONS         AMOUNT GIVEN
 TITLE OF CLASS     SECURITIES             IN DEFAULT             IN COL. C
 --------------    ------------      -----------------------  ----------------

         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.

<PAGE>
 
ITEM 9.  SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

         IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH
THE FOLLOWING  INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
 
    COL. A             COL. B                 COL. C                  COL. D
                                           AMOUNT OWNED                       
                                        BENEFICIALY OR HELD     PERCENT OF CLASS
                                       AS COLLATERAL SECURITY    REPRESENTED BY
NAME OF ISSUER AND     AMOUNT           FOR OBLIGATIONS IN        AMOUNT GIVEN
 TITLE OF CLASS      OUTSTANDING       DEFAULT BY TRUSTEE          IN COL. C
 --------------      ------------     -----------------------  ----------------

  Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.


ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES
OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

         IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR
OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:

    COL. A             COL. B                 COL. C                  COL. D
                                           AMOUNT OWNED                       
                                        BENEFICIALY OR HELD     PERCENT OF CLASS
                                       AS COLLATERAL SECURITY    REPRESENTED BY
NAME OF ISSUER AND     AMOUNT           FOR OBLIGATIONS IN        AMOUNT GIVEN
 TITLE OF CLASS      OUTSTANDING       DEFAULT BY TRUSTEE          IN COL. C
 --------------      ------------     -----------------------  ----------------

         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.


ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A
PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

         IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.

    COL. A             COL. B                 COL. C                  COL. D
                                           AMOUNT OWNED                       
                                        BENEFICIALY OR HELD     PERCENT OF CLASS
                                       AS COLLATERAL SECURITY    REPRESENTED BY
NAME OF ISSUER AND     AMOUNT           FOR OBLIGATIONS IN        AMOUNT GIVEN
 TITLE OF CLASS      OUTSTANDING       DEFAULT BY TRUSTEE          IN COL. C
 --------------      ------------     -----------------------  ----------------

         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.

<PAGE>
 
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

         EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:

           COL. A                COL. B             COL. C

          NATURE OF              AMOUNT
        INDEBTEDNESS           OUTSTANDING         DATE DUE
        ------------           -----------         --------

         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.


ITEM 13. DEFAULTS BY THE OBLIGOR.

         (A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

         There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 5.)

         (B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

         There has not been a default under any such indenture or series. (See
Note on Page 5.)


ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

         IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

         Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.


ITEM 15. FOREIGN TRUSTEE.

         IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.

         Not applicable.

 
ITEM 16. LIST OF EXHIBITS.

         LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.


<TABLE> 
<C>     <S> 
 1  --  A copy of the articles of association of the trustee as now in effect.
#2  --  A copy of the certificate of authority of the trustee to commence business.
*3  --  A copy of the authorization of the trustee to exercise corporate trust powers.
 4  --  A copy of the existing by-laws of the trustee. 
 5  --  Not applicable.
*6  --  The consent of the trustee required by Section 321(b) of the Act.
 7  --  A copy of the latest report of condition of the trustee published pursuant to law 
        or the requirements of its supervising or examining authority.
</TABLE>
 

<PAGE>
 

<TABLE> 
<C>     <S> 
 8  --  Not applicable.
 9  --  Not applicable.
</TABLE>
 
- -------------
* Incorporated by reference to exhibit bearing the same designation and
  previously filed with the Securities and Exchange Commission as exhibits to
  the Form S-11 File No. 33-25132.

# Incorporated by reference to exhibit bearing the same designation and 
  previously filed with the Securities and Exchange Commission as an exhibit to
  the Form S-3 File No. 33-42814.

                        _______________________________

                                     NOTE

      Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Items 2 and 13, the
answers to said Items are based on incomplete information.  Such Items may,
however, be considered as correct unless amended by an amendment to this Form
T-1.



                                   SIGNATURE

      PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939 THE
TRUSTEE, TEXAS COMMERCE BANK NATIONAL ASSOCIATION, A NATIONAL BANKING
ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF
AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF HOUSTON
AND STATE OF TEXAS, ON THE 25TH DAY OF OCTOBER, 1994.

                                       TEXAS COMMERCE BANK
                                       NATIONAL ASSOCIATION


                                       By: /s/ Susan Sult
                                          ---------------------
                                           Susan Sult
                                           Assistant Vice President and 
                                            Trust Officer

<PAGE>

                                                                       EXHIBIT 1
 
                    TEXAS COMMERCE BANK NATIONAL ASSOCIATION
                              AMENDED AND RESTATED
                            ARTICLES OF ASSOCIATION


     FIRST:  The title of this Association shall be TEXAS COMMERCE BANK NATIONAL
ASSOCIATION.

     SECOND:  The main office of the Association shall be in Houston, County of
Harris, State of Texas.  The general business of the Association shall be
conducted at its main office and its branches.

     THIRD:  The Board of Directors of this Association shall consists of not
less than five nor more than twenty-five qualified persons, the exact number of
Directors within such minimum and maximum limits to fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof.  Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.

     FOURTH:  The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
Bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to such lawful regulations as may be prescribed by the Board of
Directors.

Nominations for election to the Board of Directors may be made by the Board of
Directors or by any shareholder of any outstanding class of capital stock of the
Association entitled to vote for election of directors.  Nominations, other than
those made by or on behalf of the existing management of the Association, shall
be made in writing and shall be delivered or mailed to the Chairman or the
President of the Association and to the Comptroller of the Currency, Washington,
D. C., not less than 14 days nor more than 50 days prior to any meeting of
shareholders called for the election of directors; provided, however, that if
less than 21 days notice of the meeting is given to the shareholder, such
nomination shall be mailed or delivered to the Chairman or President of the
Association and to the Comptroller of the Currency not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed.  Such notification shall contain the following information to the extent
known to the notifying shareholder:  (a)  the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the Association that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Association
owned by the notifying shareholder.  Nominations not made in accordance herewith
may, in his discretion, be disregarded by the Chairman of the meeting and, upon
his instructions, the vote tellers may disregard all votes for each such
nominee.

     FIFTH: The amount of authorized capital stock of this Association shall be
$612,895,000

<PAGE>
 
divided into 61,289,500 shares of common stock of the par value per
share of Ten Dollars ($10.00), but said capital stock may be increased or
decreased from time to time, in accordance with the provisions of the laws of
the United States.

No holder of shares of the capital stock of any class of this Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of this Association, whether now or hereafter authorized, or to
any obligations convertible into stock of this Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time determine and at such
price as the Board of Directors may from time to time fix.

The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.

     SIXTH:  The Board of Directors shall appoint one of its members President
of this Association, who shall be Chairman of the Board, unless the Board
appoints another director to be the Chairman.  The Board of Directors shall have
the power to appoint one or more Vice Presidents and to appoint a Cashier and
such other officers and employees as may be required to transact the business of
this Association.

The Board of Directors shall have the power to define the duties of the officers
and employees of the Association; to fix the salaries to be paid to them; to
dismiss them; to require bonds from them and to fix the penalty thereof; to
regulate the manner in which any increase of the capital of the Association
shall be made; to manage and administer the business and affairs of the
Association; to make all Bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.

     SEVENTH:  The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of the City of
Houston, Texas, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency, and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.

     EIGHTH:  The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.

     NINTH:  The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 25 percent of the stock of
this Association, may call a special meeting of shareholders at any time.
Unless otherwise provided by the laws of the United States, a notice of the
time, place and purpose of every annual and special meeting of the shareholders
shall be given by first class mail, postage prepaid, mailed at least ten days
prior to the date of such meeting to each shareholder of record at his address
as shown upon the books of this Association.

     TENTH:  No director of this Association shall be liable to this Association
or its shareholders 

<PAGE>
 
for monetary damages for an act or omission in the director's capacity as a
director, except for liability for (i) a breach of a director's duty of loyalty
to this Association or its shareholders, (ii) an act or omission not in good
faith or that involves intentional misconduct or a knowing violation of the law,
(iii) a transaction from which a director received an improper benefit, whether
or not the benefit resulted from an action taken within the scope of the
director's office, (iv) an act or omission for which the liability of a director
is expressly provided for by statute, or (v) an act related to an unlawful stock
repurchase or payment of a dividend. If the Texas Business Corporation Act, the
Texas Miscellaneous Corporation Laws Act or other applicable state or federal
banking law or regulation is amended after approval by the shareholders of this
article to authorize corporate action further eliminating or limiting the
liability of directors, then the liability of a director of this Association
shall be eliminated or limited to the fullest extent permitted by the Texas
Business Corporation Act, the Texas Miscellaneous Corporation Laws Act or other
applicable state law or Federal banking law or regulation as so amended or
enacted.

Any repeal or modification of the foregoing paragraph by the shareholders shall
not adversely affect any right or protection of a director existing at the time
of such repeal or modification.

     ELEVENTH:  These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.

<PAGE>
 

                                                                       Exhibit 4


                                   BYLAWS OF

                    TEXAS COMMERCE BANK NATIONAL ASSOCIATION

                                   __________

                      SECTION 1:  MEETINGS OF SHAREHOLDERS


     SECTION 1.1.  ANNUAL MEETINGS.  The annual meeting of the shareholders of
the Association for the election of directors and for the transaction of such
other business as properly may come before such meeting, shall be held at the
principal banking office of the Association in Houston, Texas, or such other
place authorized by the Board of Directors ("Board"), at 10:30 a.m. on the
Wednesday before the third Tuesday in January or as soon thereafter as
practicable if, for any reason, the meeting cannot be held at such time or on
such date.  The Chairman of the Board (hereinafter "Chairman") and the Secretary
of the Association shall act as Chairman and Secretary, respectively, of the
meeting.

     SECTION 1.2.  SPECIAL MEETINGS.  Special meetings of the shareholders of
the Association may be called by the Chairman or upon the direction of a
majority of the Board.

     SECTION 1.3.  NOTICE.  Unless otherwise provided by law or by the Articles
of Association, a notice of the time, place and purpose of every annual and
special meeting of the shareholders shall be given by first class mail, postage
prepaid, mailed at least ten days prior to the date of such meeting to each
shareholder of record at the shareholder's address as shown on the books of the
Association.

     SECTION 1.4.  PROXIES.  Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of the Association shall act as proxy.  Proxies shall be valid only for the
meeting specified therein and any adjournments thereof.

     SECTION 1.5.  VOTING RIGHTS.  Except as otherwise provided by law or these
Bylaws, each shareholder shall be entitled to one vote for each share of stock
held, and a majority of votes cast shall decide each matter submitted for a
vote.

     SECTION 1.6 RECORD DATE.  The record date for determining those
shareholders who shall have the right to receive notice of and to vote at
meetings of shareholders shall be set by the Board or, if the Board fails to set
such date, by the Chairman.  The record date shall be not less than ten and not
more than fifty days prior to the date of the meeting.

<PAGE>
 
                             SECTION 2:  DIRECTORS

     SECTION 2.1.  NUMBER.  Unless applicable law shall permit a greater number,
the Board of the Association shall consist of such persons, not less than five
nor more than twenty-five, as from time to time shall be fixed and determined by
a majority of the full Board or by resolution of a majority of the outstanding
shares of stock of the Association at the annual or any special meeting of the
shareholders.

     SECTION 2.2.  TERM.  The directors of the Association shall hold office
until the annual meeting of shareholders next following their election and until
their successors have been elected and qualified unless removed according to the
provisions of the Articles of Association or these Bylaws.

     SECTION 2.3.  VACANCIES.  Any vacancies occurring in the Board for any
reason may, subject to the provisions of Section 2.1. hereof, be filled by a
vote of a majority of the remaining directors, and any director so appointed
shall hold office until the next annual meeting of shareholders or until a
successor is elected.

     SECTION 2.4.  ANNUAL MEETINGS.  Following the annual meeting of the
shareholders, the Chairman or the Secretary of the meeting shall notify the
directors-elect of their election, and they shall meet promptly for the purposes
of electing officers of the Association for the ensuing year and for the
transaction of such organizational and other business as properly may come
before the meeting.

     SECTION 2.5.  REGULAR MEETINGS.  Regular meetings of the Board shall be
held without notice at 10:30 a.m. on the Wednesday before the third Tuesday of
each January, April, July and October.  Regular meetings of the Board also shall
be held each  June and December on such date and at such time as the Chairman
may prescribe, with notice of such meetings to be given to each member of the
Board by telegram, letter, telephone, telecopy or in person.  Such meetings
shall be held at the principal office of the Association.  If any regular
meeting of the Board shall fall upon a holiday, the meeting shall be held at the
time and place specified in this Section on the next banking business day unless
some other date shall be designated by a majority of the Board.  A special
meeting may be held in lieu of a regular meeting in any given calendar month.

     SECTION 2.6.  SPECIAL MEETINGS.  Special meetings of the Board may be
called either by the Chairman, or in his absence, by the President, or in his
absence, by any of the Vice Chairmen of the Board, or at the request of three or
more directors.  Each member of the Board shall be given notice by telegram,
letter, telephone, telecopy or in person stating the time, place and purpose of
each such meeting.

     SECTION 2.7.  QUORUM.  For the transaction of business, a quorum of the
Board shall consist of not less than a majority of the entire Board then in
office.  If, at the time fixed for any meeting, a quorum is not present, the
directors in attendance may adjourn the meeting from time to time until a quorum
is obtained.  The majority of those directors present and voting at any meeting
of the Board shall decide each matter considered.

<PAGE>
 
     SECTION 2.8.  ADVISORY DIRECTORS.  The Board may appoint such advisory
directors as it may deem appropriate, each of whom shall hold office until the
next annual meeting of the directors following their elections.  The advisory
directors of the Association shall have the right to attend the meetings of the
Board held each January, April, July and October and to advise with the Board
concerning the affairs of the Association, but advisory directors shall not have
the right to vote.

     SECTION 2.9.  RETIREMENT OF DIRECTORS.  No person shall be elected  to
serve as a director or an advisory director of the Association who has attained
68 years of age at the time of such election except in accordance with this
Section.  Notwithstanding the foregoing, any director or advisory director of
the Association who, at the time of the adoption of these Bylaws, is not
eligible under the foregoing provision to be elected to such office may be
elected to serve in such capacity for one additional term.  Any director or
advisory director of the Association who, during his or her term of office,
ceases to be eligible under the foregoing provision to be elected to such office
may continue to serve the remainder of his or her term of office until the next
annual meeting of shareholders.

                              SECTION 3:  OFFICERS

     SECTION 3.1.  CHAIRMAN.  There shall be a Chairman, as designated by the
Board.  The Chairman shall preside at all meetings of the Board.  The Chairman
shall preside at all meetings of the Loan and Discount Committee at which the
Chairman is present, unless the Chairman shall elect to delegate this duty and
responsibility to another officer.  The Chairman shall have supervision over and
exercise general executive and administrative powers relating to all of the
operations and business of the Association.  The Chairman shall from time to
time assign all officers of this Association their respective powers, duties and
responsibilities and shall have and exercise such other powers and duties as
from time to time may be conferred upon the Chairman or assigned to the Chairman
of the Board.

     SECTION 3.2.  PRESIDENT.  The President shall be a member of the Board.
The President shall have and may exercise any and all other powers and duties
pertaining by law, regulation or practice to the office of president or imposed
by these Bylaws.  The President shall perform such executive and administrative
duties as may be assigned to the President by the Board, and in the case of the
absence or inability of the Chairman to act, the President shall perform the
duties of the Chairman during such absence or inability.

     SECTION 3.3.  VICE CHAIRMAN.  The Board may appoint one or more of its
directors as Vice Chairmen.  During the absence of the Chairman and the
President, the Vice Chairmen, in the order of their seniority as Vice Chairmen,
shall preside at the meetings of the Board.  Each Vice Chairman shall perform
such executive and administrative duties as may be assigned to such Vice
Chairman by the Chairman.

<PAGE>
 
     SECTION 3.4.  EXECUTIVE TRUST OFFICER.  There shall be an Executive Trust
Officer of the Association, appointed by the Board, whose duties shall be to
manage, supervise and direct all of the activities of the Trust Department.  The
Board may appoint other trust officers as it may deem appropriate with such
duties as may be designated by the Board or by the Executive Trust Officer.

     SECTION 3.5.  SECRETARY AND ASSISTANT SECRETARIES.  The Board shall appoint
a Secretary, or other designated officer, who shall be secretary of the Board
and of the Association and shall keep accurate minutes of all meetings.  The
Secretary shall attend to the giving of all notices required by these Bylaws;
shall be custodian of the corporate seal, records, documents and papers of the
Association; shall have and may exercise any and all other powers and duties
pertaining by law, regulation or practice, to the office of secretary or
cashier, or imposed by these Bylaws; and also shall perform such duties as may
be assigned from time to time by the Board or the Chairman.  The Board may
appoint one or more Assistant Secretaries and/or a Cashier, and each of the
Assistant Secretaries and Cashier so appointed shall have the same authority
provided by these Bylaws to the Secretary and such other duties as may be
assigned by the Board or the Chairman.

     SECTION 3.6.  OTHER OFFICERS.  The Board may appoint one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, and such other officers with such titles as may from time to time be
deemed appropriate for the transaction of the business of the Association.  Each
such officer shall have such duties as from time to time may be assigned to such
officer by the Chairman.

     SECTION 3.7.  TERM OF OFFICE.  The Chairman, the Vice Chairmen and the
President shall hold their offices for the current year for which the Board, of
which they are members or advisory members, was elected unless they shall
resign, become disqualified or be removed.  Such officers may be removed by the
Board with or without cause.  Any vacancy occurring in such offices shall be
filled by the Board.  All other persons shall hold the offices to which they are
elected subject to removal by the Chairman or by the Board.

     SECTION 3.8.  RECORDS OF THE ASSOCIATION.  The Secretary shall be
responsible for the minute books of the Association, the organizational papers
of the Association, the Articles of Association, the returns of elections, the
Bylaws, the proceedings of regular and special meetings of the Board and of the
shareholders and the reports of the committees of the Board.  The minutes of
each meeting shall be signed by either the Secretary or an Assistant Secretary
or the person acting in such capacity in the absence of the Secretary or an
Assistant Secretary and approved by the officer presiding at such meeting.

<PAGE>

                                                                       EXHIBIT 7
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association          Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                           Page RI-1
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Consolidated Report of Income
for the period January 1, 1994-June 30, 1994      

All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.

Schedule RI--Income Statement
<S>                                                                                           <C>          <C>        <C> 
                                                                                                            __________
                                                                                                           |  I480  | (-
                                                                                               ____________ ________
                                                                   Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
_______________________________________________________________________________________________ ____________________
1. Interest income:                                                                            | ////////////////// |
   a. Interest and fee income on loans:                                                        | ////////////////// |
      (1) In domestic offices:                                                                 | ////////////////// |
          (a) Loans secured by real estate ................................................... | 4011        88,779 | 1.a.(1)(a)
          (b) Loans to depository institutions ............................................... | 4019           962 | 1.a.(1)(b)
          (c) Loans to finance agricultural production and other loans to farmers ............ | 4024         2,591 | 1.a.(1)(c)
          (d) Commercial and industrial loans ................................................ | 4012       118,060 | 1.a.(1)(d)
          (e) Acceptances of other banks ..................................................... | 4026             0 | 1.a.(1)(e)
          (f) Loans to individuals for household, family, and other personal expenditures:     | ////////////////// |
              (1) Credit cards and related plans ............................................. | 4054         6,291 | 1.a.(1)(f)(1)
              (2) Other ...................................................................... | 4055        46,035 | 1.a.(1)(f)(2)
          (g) Loans to foreign governments and official institutions ......................... | 4056         7,561 | 1.a.(1)(g)
          (h) Obligations (other than securities and leases) of states and political           | ////////////////// |
              subdivisions in the U.S.:                                                        | ////////////////// |
              (1) Taxable obligations ........................................................ | 4503           109 | 1.a.(1)(h)(1)
              (2) Tax-exempt obligations ..................................................... | 4504         1,557 | 1.a.(1)(h)(2)
          (i) All other loans in domestic offices ............................................ | 4058        40,417 | 1.a.(1)(i)
      (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4059         5,622 | 1.a.(2)
   b. Income from lease financing receivables:                                                 | ////////////////// |
      (1) Taxable leases ..................................................................... | 4505         7,961 | 1.b.(1)
      (2) Tax-exempt leases .................................................................. | 4307             0 | 1.b.(2)
   c. Interest income on balances due from depository institutions:(1)                         | ////////////////// |
      (1) In domestic offices ................................................................ | 4105            93 | 1.c.(1)
      (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4106             0 | 1.c.(2)
   d. Interest and dividend income on securities:                                              | ////////////////// |
      (1) U.S. Treasury securities and U.S. Government agency and corporation obligations .... | 4027        93,097 | 1.d.(1)
      (2) Securities issued by states and political subdivisions in the U.S.:                  | ////////////////// |
          (a) Taxable securities ............................................................. | 4506            35 | 1.d.(2)(a)
          (b) Tax-exempt securities .......................................................... | 4507            99 | 1.d.(2)(b)
      (3) Other domestic debt securities ..................................................... | 3657         8,368 | 1.d.(3)
      (4) Foreign debt securities ............................................................ | 3658            41 | 1.d.(4)
      (5) Equity securities (including investments in mutual funds) .......................... | 3659         1,394 | 1.d.(5)
   e. Interest income from assets held in trading accounts ................................... | 4069           619 | 1.e.
                                                                                               ______________________
____________
(1) Includes interest income on time certificates of deposit not held in trading accounts.
</TABLE>
 

                                       3



<PAGE>
 

<TABLE> 
<CAPTION>
Legal Title of Bank:  Texas Commerce Bank National Association             Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                              Page RI-2
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RI--Continued

<S>                                                                           <C>          <C>       <C>             <C>        <C> 
                                                                                   ________________
                                                 Dollar Amounts in Thousands       | Year-to-date |
___________________________________________________________________________________ ______________
 1. Interest income (continued)                                              | RIAD  Bil Mil Thou |
    f. Interest income on federal funds sold and securities purchased        | ////////////////// |
       under agreements to resell in domestic offices of the bank and of     | ////////////////// |
       its Edge and Agreement subsidiaries, and in IBFs .................... | 4020        79,166 |  1.f.
    g. Total interest income (sum of items 1.a through 1.f) ................ | 4107       508,857 |  1.g.
 2. Interest expense:                                                        | ////////////////// |
    a. Interest on deposits:                                                 | ////////////////// |
       (1) Interest on deposits in domestic offices:                         | ////////////////// |
           (a) Transaction accounts (NOW accounts, ATS accounts, and         | ////////////////// |
               telephone and preauthorized transfer accounts) .............. | 4508        13,934 |  2.a.(1)(a)
           (b) Nontransaction accounts:                                      | ////////////////// |
               (1) Money market deposit accounts (MMDAs) ................... | 4509        13,159 |  2.a.(1)(b)(1)
               (2) Other savings deposits .................................. | 4511        35,932 |  2.a.(1)(b)(2)
               (3) Time certificates of deposit of $100,000 or more ........ | 4174        11,361 |  2.a.(1)(b)(3)
               (4) All other time deposits ................................. | 4512        45,223 |  2.a.(1)(b)(4)
       (2) Interest on deposits in foreign offices, Edge and Agreement       | ////////////////// |
           subsidiaries, and IBFs .......................................... | 4172         6,490 |  2.a.(2)
    b. Expense of federal funds purchased and securities sold under          | ////////////////// |
       agreements to repurchase in domestic offices of the bank and of       | ////////////////// |
       its Edge and Agreement subsidiaries, and in IBFs .................... | 4180        13,565 |  2.b.
    c. Interest on demand notes issued to the U.S. Treasury and on           | ////////////////// |
       other borrowed money ................................................ | 4185        13,410 |  2.c.
    d. Interest on mortgage indebtedness and obligations under               | ////////////////// |
       capitalized leases .................................................. | 4072         1,014 |  2.d.
    e. Interest on subordinated notes and debentures ....................... | 4200        13,122 |  2.e.
    f. Total interest expense (sum of items 2.a through 2.e) ............... | 4073       167,210 |  2.f.
                                                                                                   ___________________________
 3. Net interest income (item 1.g minus 2.f) ............................... | ////////////////// | RIAD 4074 |      341,647 |  3.
                                                                                                   ___________________________
 4. Provisions:                                                              | ////////////////// |
                                                                                                   ___________________________
    a. Provision for loan and lease losses ................................. | ////////////////// | RIAD 4230 |      (16,960)|  4.a.
    b. Provision for allocated transfer risk ............................... | ////////////////// | RIAD 4243 |       (2,290)|  4.b.
                                                                                                   ___________________________
 5. Noninterest income:                                                      | ////////////////// |
    a. Income from fiduciary activities .................................... | 4070        64,207 |  5.a.
    b. Service charges on deposit accounts in domestic offices ............. | 4080        74,167 |  5.b.
    c. Trading gains (losses) and fees from foreign exchange transactions .. | 4075         6,372 |  5.c.
    d. Other foreign transaction gains (losses) ............................ | 4076           137 |  5.d.
    e. Gains (losses) and fees from assets held in trading accounts ........ | 4077         5,825 |  5.e.
    f. Other noninterest income:                                             | ////////////////// |
       (1) Other fee income ................................................ | 5407        45,405 |  5.f.(1)
       (2) All other noninterest income* ................................... | 5408        17,507 |  5.f.(2)
                                                                                                   ___________________________
    g. Total noninterest income (sum of items 5.a through 5.f) ............. | ////////////////// | RIAD 4079 |      213,620 |  5.g.
 6. a. Realized gains (losses) on held-to-maturity securities .............. | ////////////////// | RIAD 3521 |           43 |  6.a.
    b. Realized gains (losses) on available-for-sale securities ............ | ////////////////// | RIAD 3196 |            0 |  6.b.
                                                                                                   ___________________________
 7. Noninterest expense:                                                     | ////////////////// |
    a. Salaries and employee benefits ...................................... | 4135       197,684 |  7.a.
    b. Expenses of premises and fixed assets (net of rental income)          | ////////////////// |
       (excluding salaries and employee benefits and mortgage interest) .... | 4217        57,793 |  7.b.
    c. Other noninterest expense* .......................................... | 4092       149,246 |  7.c.
                                                                                                   ___________________________
    d. Total noninterest expense (sum of items 7.a through 7.c) ............ | ////////////////// | RIAD 4093 |      404,723 |  7.d.
                                                                                                   ___________________________
 8. Income (loss) before income taxes and extraordinary items and other      | ////////////////// |
                                                                                                   ___________________________
    adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)| ////////////////// | RIAD 4301 |      169,837 |  8.
 9. Applicable income taxes (on item 8) .................................... | ////////////////// | RIAD 4302 |       65,051 |  9.
                                                                                                   ___________________________
10. Income (loss) before extraordinary items and other adjustments           | ////////////////// |
                                                                                                   ___________________________
    (item 8 minus 9) ....................................................... | ////////////////// | RIAD 4300 |      104,786 | 10.
                                                                             _________________________________________________
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
 

                                       4


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association          Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                           Page RI-3
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RI--Continued

<S>                                                                         <C>            <C>    <C> 
                                                                                 ________________
                                                                                 | Year-to-date |
                                                                           ______ ______________
                                               Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
___________________________________________________________________________ ____________________
11. Extraordinary items and other adjustments:                             | ////////////////// |
    a. Extraordinary items and other adjustments, gross of income taxes* . | 4310             0 | 11.a.
    b. Applicable income taxes (on item 11.a)* ........................... | 4315             0 | 11.b.
    c. Extraordinary items and other adjustments, net of income taxes      | ////////////////// |
                                                                                                 ___________________________
       (item 11.a minus 11.b) ............................................ | ////////////////// | RIAD 4320 |            0 | 11.c.
12. Net income (loss) (sum of items 10 and 11.c) ......................... | ////////////////// | RIAD 4340 |      104,786 | 12.
                                                                           _________________________________________________

                                                                                                            ________________
Memoranda                                                                                                   | Year-to-date |
                                                                                                      ______ ______________
                                                                          Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
______________________________________________________________________________________________________ ____________________
 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after        | ////////////////// |
    August 7, 1986, that is not deductible for federal income tax purposes .......................... | 4513           300 | M.1.
 2. Fee income from the sale and servicing of mutual funds and annuities in domestic offices          | ////////////////// |
    (included in Schedule RI, item 5.g) ............................................................. | 8431         6,797 | M.2.
 3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b above ........ | 4309             0 | M.3.
 4. To be completed only by banks with $1 billion or more in total assets:                            | ////////////////// |
    Taxable equivalent adjustment to "Income (loss) before income taxes and extraordinary             | ////////////////// |
    items and other adjustments" (item 8 above) ..................................................... | 1244             0 | M.4.
 5. Number of full-time equivalent employees on payroll at end of current period (round to            | ////        Number |
    nearest whole number) ........................................................................... | 4150         9,424 | M.5.
                                                                                                      ______________________

Schedule RI-A--Changes in Equity Capital

Indicate decreases and losses in parentheses.                                                                     __________
                                                                                                                  |  I483  | (-
                                                                                                      ____________ ________
                                                                          Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
______________________________________________________________________________________________________ ____________________
 1. Total equity capital originally reported in the December 31, 1993, Reports of Condition           | ////////////////// |
    and Income ...................................................................................... | 3215     1,694,783 |  1.
 2. Equity capital adjustments from amended Reports of Income, net* ................................. | 3216             0 |  2.
 3. Amended balance end of previous calendar year (sum of items 1 and 2) ............................ | 3217     1,694,783 |  3.
 4. Net income (loss) (must equal Schedule RI, item 12) ............................................. | 4340       104,786 |  4.
 5. Sale, conversion, acquisition, or retirement of capital stock, net .............................. | 4346             0 |  5.
 6. Changes incident to business combinations, net .................................................. | 4356       181,120 |  6.
 7. LESS: Cash dividends declared on preferred stock ................................................ | 4470             0 |  7.
 8. LESS: Cash dividends declared on common stock ................................................... | 4460       130,000 |  8.
 9. Cumulative effect of changes in accounting principles from prior years* (see instructions         | ////////////////// |
    for this schedule) .............................................................................. | 4411             0 |  9.
10. Corrections of material accounting errors from prior years* (see instructions for this schedule)  | 4412             0 | 10.
11. Change in net unrealized holding gains (losses) on available-for-sale securities ................ | 8433       (34,404)| 11.
12. Foreign currency translation adjustments ........................................................ | 4414             0 | 12.
13. Other transactions with parent holding company* (not included in items 5, 7, or 8 above) ........ | 4415        20,978 | 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must equal Schedule RC,   | ////////////////// |
    item 28) ........................................................................................ | 3210     1,837,263 | 14.
                                                                                                      ______________________
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
 

                                       5



<PAGE>
 


<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RI-4
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RI-B--Charge-offs and Recoveries and Changes
               in Allowance for Loan and Lease Losses

Part I. Charge-offs and Recoveries on Loans and Leases

Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.

<S>                                                                           <C>                   <C>        <C>        <C> 
                                                                                                               __________
                                                                                                               |  I486  | (-
                                                                              _________________________________ ________
                                                                              |      (Column A)    |     (Column B)     |
                                                                              |     Charge-offs    |     Recoveries     |
                                                                               ____________________ ____________________
                                                                              |         calendar year-to-date           |
                                                                               _________________________________________
                                                  Dollar Amounts in Thousands | RIAD  Bil Mil Thou | RIAD  Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
1. Loans secured by real estate:                                              | ////////////////// | ////////////////// |
   a. To U.S. addressees (domicile) ......................................... | 4651         1,879 | 4661         5,825 | 1.a.
   b. To non-U.S. addressees (domicile) ..................................... | 4652             0 | 4662             0 | 1.b.
2. Loans to depository institutions and acceptances of other banks:           | ////////////////// | ////////////////// |
   a. To U.S. banks and other U.S. depository institutions .................. | 4653             0 | 4663             0 | 2.a.
   b. To foreign banks ...................................................... | 4654             0 | 4664             0 | 2.b.
3. Loans to finance agricultural production and other loans to farmers ...... | 4655             0 | 4665             0 | 3.
4. Commercial and industrial loans:                                           | ////////////////// | ////////////////// |
   a. To U.S. addressees (domicile) ......................................... | 4645         3,771 | 4617         5,843 | 4.a.
   b. To non-U.S. addressees (domicile) ..................................... | 4646             0 | 4618             0 | 4.b.
5. Loans to individuals for household, family, and other personal             | ////////////////// | ////////////////// |
   expenditures:                                                              | ////////////////// | ////////////////// |
   a. Credit cards and related plans ........................................ | 4656         1,101 | 4666           168 | 5.a.
   b. Other (includes single payment, installment, and all student loans) ... | 4657         4,948 | 4667         2,447 | 5.b.
6. Loans to foreign governments and official institutions ................... | 4643             0 | 4627           545 | 6.
7. All other loans .......................................................... | 4644           467 | 4628            27 | 7.
8. Lease financing receivables:                                               | ////////////////// | ////////////////// |
   a. Of U.S. addressees (domicile) ......................................... | 4658             0 | 4668             0 | 8.a.
   b. Of non-U.S. addressees (domicile) ..................................... | 4659             0 | 4669         2,001 | 8.b.
9. Total (sum of items 1 through 8) ......................................... | 4635        12,166 | 4605        16,856 | 9.
                                                                              ___________________________________________

                                                                              ___________________________________________
                                                                              |     Cumulative     |     Cumulative     |
                                                                              |    Charge-offs     |     Recoveries     |
                                                                              |    Jan. 1, 1986    |    Jan. 1, 1986    |
Memoranda                                                                     |      through       |      through       |
                                                  Dollar Amounts in Thousands |   Dec. 31, 1989    |    Report Date     |
______________________________________________________________________________ ____________________ ____________________
To be completed by national banks only.                                       | RIAD  Bil Mil Thou | RIAD  Bil Mil Thou |
                                                                               ____________________ ____________________
1. Charge-offs and recoveries of Special-Category Loans, as defined for this  | ////////////////// | ////////////////// |
   Call Report by the Comptroller of the Currency ........................... | ////////////////// | 4784        13,632 | M.1.
                                                                              ___________________________________________
                                                                              ___________________________________________
                                                                              |      (Column A)    |     (Column B)     |
Memorandum items 2 and 3 are to be completed by all banks.                    |     Charge-offs    |     Recoveries     |
                                                                               ____________________ ____________________
2. Loans to finance commercial real estate, construction, and land            |         calendar year-to-date           |
                                                                               _________________________________________
   development activities (not secured by real estate) included in            | RIAD  Bil Mil Thou | RIAD  Bil Mil Thou |
                                                                               ____________________ ____________________
   Schedule RI-B, part I, items 4 and 7, above .............................. | 5409             6 | 5410           275 | M.2.
3. Loans secured by real estate in domestic offices (included in              | ////////////////// | ////////////////// |
   Schedule RI-B, part I, item 1, above):                                     | ////////////////// | ////////////////// |
   a. Construction and land development ..................................... | 3582             0 | 3583             0 | M.3.a.
   b. Secured by farmland ................................................... | 3584             0 | 3585             0 | M.3.b.
   c. Secured by 1-4 family residential properties:                           | ////////////////// | ////////////////// |
      (1) Revolving, open-end loans secured by 1-4 family residential         | ////////////////// | ////////////////// |
          properties and extended under lines of credit ..................... | 5411             0 | 5412             0 | M.3.c.(1)
      (2) All other loans secured by 1-4 family residential properties ...... | 5413           912 | 5414           339 | M.3.c.(2)
   d. Secured by multifamily (5 or more) residential properties ............. | 3588             0 | 3589             0 | M.3.d.
   e. Secured by nonfarm nonresidential properties .......................... | 3590           967 | 3591         4,731 | M.3.e.
                                                                              ___________________________________________
</TABLE>
 

                                       6


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RI-5
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RI-B--Continued

Part II. Changes in Allowance for Loan and
         Lease Losses and in Allocated


         Transfer Risk Reserve

<S>                                                                           <C>          <C>       <C>          <C>      <C>  
                                                                              ___________________________________________
                                                                              |     (Column A)     |     (Column B)     |
                                                                              |   Allowance for    |      Allocated     |
                                                                              |   Loan and Lease   |    Transfer Risk   |
                                                                              |      Losses        |       Reserve      |
                                                                               ____________________ ____________________
                                                  Dollar Amounts in Thousands | RIAD  Bil Mil Thou | RIAD  Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
1. Balance originally reported in the December 31, 1993, Reports of           | ////////////////// | ////////////////// |
   Condition and Income ..................................................... | 3124       324,608 | 3131         2,290 | 1.
2. Recoveries (column A must equal part I, item 9, column B above) .......... | 4605        16,856 | 3132             0 | 2.
3. LESS: Charge-offs (column A must equal part I, item 9, column A above) ... | 4635        12,166 | 3133             0 | 3.
4. Provision (column A must equal Schedule RI, item 4.a; column B must        | ////////////////// | ////////////////// |
   equal Schedule RI, item 4.b) ............................................. | 4230       (16,960)| 4243        (2,290)| 4.
5. Adjustments* (see instructions for this schedule) ........................ | 4815         2,684 | 3134             0 | 5.
6. Balance end of current period (sum of items 1 through 5) (column A must    | ////////////////// | ////////////////// |
   equal Schedule RC, item 4.b; column B must equal Schedule RC,              | ////////////////// | ////////////////// |
   item 4.c) ................................................................ | 3123       315,022 | 3128             0 | 6.
                                                                              ___________________________________________
____________
*Describe on Schedule RI-E--Explanations.


Schedule RI-C--Applicable Income Taxes by Taxing Authority

Schedule RI-C is to be reported with the December Report of Income.

                                                                                                               __________
                                                                                                               |  I489  | (-
                                                                                                    ____________ ________
                                                                       Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Federal ....................................................................................... | 4780           N/A | 1.
2. State and local................................................................................ | 4790           N/A | 2.
3. Foreign ....................................................................................... | 4795           N/A | 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ............ | 4770           N/A | 4.
                                                                       ____________________________
5. Deferred portion of item 4 ........................................ | RIAD 4772 |           N/A | ////////////////// | 5.
                                                                       __________________________________________________

</TABLE>
 
                                       7


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RI-6
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RI-D--Income from International Operations

For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations
account for more than 10 percent of total revenues, total assets, or net income.

Part I. Estimated Income from International Operations

<S>                                                                                                   <C>      <C>      <C> 
                                                                                                             __________
                                                                                                             |  I492  | (-
                                                                                                        ______ ________
                                                                                                        | Year-to-date |
                                                                                                  ______ ______________
                                                                     Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries,       | ////////////////// |
   and IBFs:                                                                                     | ////////////////// |
   a. Interest income booked ................................................................... | 4837           N/A | 1.a.
   b. Interest expense booked .................................................................. | 4838           N/A | 1.b.
   c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and IBFs   | ////////////////// |
      (item 1.a minus 1.b) ..................................................................... | 4839           N/A | 1.c.
2. Adjustments for booking location of international operations:                                 | ////////////////// |
   a. Net interest income attributable to international operations booked at domestic offices .. | 4840           N/A | 2.a.
   b. Net interest income attributable to domestic business booked at foreign offices .......... | 4841           N/A | 2.b.
   c. Net booking location adjustment (item 2.a minus 2.b) ..................................... | 4842           N/A | 2.c.
3. Noninterest income and expense attributable to international operations:                      | ////////////////// |
   a. Noninterest income attributable to international operations .............................. | 4097           N/A | 3.a.
   b. Provision for loan and lease losses attributable to international operations ............. | 4235           N/A | 3.b.
   c. Other noninterest expense attributable to international operations ....................... | 4239           N/A | 3.c.
   d. Net noninterest income (expense) attributable to international operations (item 3.a        | ////////////////// |
      minus 3.b and 3.c) ....................................................................... | 4843           N/A | 3.d.
4. Estimated pretax income attributable to international operations before capital allocation    | ////////////////// |
   adjustment (sum of items 1.c, 2.c, and 3.d) ................................................. | 4844           N/A | 4.
5. Adjustment to pretax income for internal allocations to international operations to reflect   | ////////////////// |
   the effects of equity capital on overall bank funding costs ................................. | 4845           N/A | 5.
6. Estimated pretax income attributable to international operations after capital allocation     | ////////////////// |
   adjustment (sum of items 4 and 5) ........................................................... | 4846           N/A | 6.
7. Income taxes attributable to income from international operations as estimated in item 6 .... | 4797           N/A | 7.
8. Estimated net income attributable to international operations (item 6 minus 7) .............. | 4341           N/A | 8.
                                                                                                 ______________________

Memoranda                                                                                        ______________________
                                                                     Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
1. Intracompany interest income included in item 1.a above ..................................... | 4847           N/A | M.1.
2. Intracompany interest expense included in item 1.b above .................................... | 4848           N/A | M.2.
                                                                                                 ______________________

Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts 

                                                                                                       ________________
                                                                                                       | Year-to-date |
                                                                                                 ______ ______________
                                                                     Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
1. Interest income booked at IBFs .............................................................. | 4849           N/A | 1.
2. Interest expense booked at IBFs ............................................................. | 4850           N/A | 2.
3. Noninterest income attributable to international operations booked at domestic offices        | ////////////////// |
   (excluding IBFs):                                                                             | ////////////////// |
   a. Gains (losses) and extraordinary items ................................................... | 5491           N/A | 3.a.
   b. Fees and other noninterest income ........................................................ | 5492           N/A | 3.b.
4. Provision for loan and lease losses attributable to international operations booked at        | ////////////////// |
   domestic offices (excluding IBFs) ........................................................... | 4852           N/A | 4.
5. Other noninterest expense attributable to international operations booked at domestic offices | ////////////////// |
   (excluding IBFs) ............................................................................ | 4853           N/A | 5.
                                                                                                  --------------------
</TABLE>
 

                                       8


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RI-7
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RI-E--Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all
significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)

<S>                                                                                                <C>           <C>     <C> 
                                                                                                              __________
                                                                                                              |  I495  | (-
                                                                                                        ______ ________
                                                                                                        | Year-to-date |
                                                                                                  ______ ______________
                                                                      Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
 1. All other noninterest income (from Schedule RI, item 5.f.(2))                                 | ////////////////// |
    Report amounts that exceed 10% of Schedule RI, item 5.f.(2):                                  | ////////////////// |
    a. Net gains on other real estate owned ..................................................... | 5415         9,157 | 1.a.
    b. Net gains on sales of loans .............................................................. | 5416             0 | 1.b.
    c. Net gains on sales of premises and fixed assets .......................................... | 5417             0 | 1.c.
    Itemize and describe the three largest other amounts that exceed 10% of                       | ////////////////// |
    Schedule RI, item 5.f.(2):                                                                    | ////////////////// |
       _____________
    d. | TEXT 4461 |______________________________________________________________________________| 4461               | 1.d.
        ___________  
    e. | TEXT 4462 |______________________________________________________________________________| 4462               | 1.e.
        ___________                                                    
    f. | TEXT 4463 |______________________________________________________________________________| 4463               | 1.f.
       _____________                                                   
 2. Other noninterest expense (from Schedule RI, item 7.c):                                       | ////////////////// |
    a. Amortization expense of intangible assets ................................................ | 4531        33,268 | 2.a.
    Report amounts that exceed 10% of Schedule RI, item 7.c:                                      | ////////////////// |
    b. Net losses on other real estate owned .................................................... | 5418             0 | 2.b.
    c. Net losses on sales of loans ............................................................. | 5419             0 | 2.c.
    d. Net losses on sales of premises and fixed assets ......................................... | 5420             0 | 2.d.
    Itemize and describe the three largest other amounts that exceed 10% of                       | ////////////////// |
    Schedule RI, item 7.c:                                                                        | ////////////////// |
                                                                                                  | ////////////////// |
       _____________ FDIC Assessment                                                              | ////////////////// |
    e. | TEXT 4464 |______________________________________________________________________________| 4464        17,938 | 2.e.
        ___________                                                    
    f. | TEXT 4467 |______________________________________________________________________________| 4467               | 2.f.
        ___________                                                    
    g. | TEXT 4468 |______________________________________________________________________________| 4468               | 2.g.
       _____________                                                   
 3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and                   | ////////////////// |
    applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe              | ////////////////// |
    all extraordinary items and other adjustments):                                               | ////////////////// |
           _____________
    a. (1) | TEXT 4469 |__________________________________________________________________________| 4469               | 3.a.(1)
           _____________                                                   
       (2) Applicable income tax effect                               | RIAD 4486 |               | ////////////////// | 3.a.(2)
           _____________                                              ____________________________
    b. (1) | TEXT 4487 |__________________________________________________________________________| 4487               | 3.b.(1)
           _____________                                                   
       (2) Applicable income tax effect                               | RIAD 4488 |               | ////////////////// | 3.b.(2)
           _____________                                              ____________________________
    c. (1) | TEXT 4489 |__________________________________________________________________________| 4489               | 3.c.(1)
           _____________                                                   
       (2) Applicable income tax effect                               | RIAD 4491 |               | ////////////////// | 3.c.(2)
                                                                      ____________________________
 4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A,                | ////////////////// |
    item 2) (itemize and describe all adjustments):                                               | ////////////////// |
       _____________
    a. | TEXT 4492 |______________________________________________________________________________| 4492               | 4.a.
        ___________                                                    
    b. | TEXT 4493 |______________________________________________________________________________| 4493               | 4.b.
       _____________                                                   
 5. Cumulative effect of changes in accounting principles from prior years (from                  | ////////////////// |
    Schedule RI-A, item 9) (itemize and describe all changes in accounting principles):           | ////////////////// |
       _____________
    a. | TEXT 4494 |______________________________________________________________________________| 4494               | 5.a.
        ___________                                                    
    b. | TEXT 4495 |______________________________________________________________________________| 4495               | 5.b.
       _____________                                                   
 6. Corrections of material accounting errors from prior years (from Schedule RI-A,               | ////////////////// |
    item 10) (itemize and describe all corrections):                                              | ////////////////// |
       _____________
    a. | TEXT 4496 |______________________________________________________________________________| 4496               | 6.a.
        ___________                                                    
    b. | TEXT 4497 |______________________________________________________________________________| 4497               | 6.b.
       _____________                                                   
</TABLE>
 

                                       9 

<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RI-8
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RI-E--Continued
<S>                                                                                            <C>         <C>        <C>
                                                                                                        ________________
                                                                                                        | Year-to-date |
                                                                                                  ----------------------
                                                                      Dollar Amounts in Thousands | RIAD  Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
 7. Other transactions with parent holding company (from Schedule RI-A, item 13)                  | ////////////////// |
    (itemize and describe all such transactions):                                                 | ////////////////// |
                                                                                                  | ////////////////// |
       _____________ Capital Injection from Parent Company                                        | ////////////////// |
    a. | TEXT 4498 |______________________________________________________________________________| 4498        20,978 | 7.a.
        ___________                                                 
    b. | TEXT 4499 |______________________________________________________________________________| 4499               | 7.b.
       _____________                                                   
 8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II,              | ////////////////// |
    item 5) (itemize and describe all adjustments):                                               | ////////////////// |
                                                                                                  | ////////////////// |
       _____________ Bank Acquisition                                                             | ////////////////// |
    a. | TEXT 4521 |______________________________________________________________________________| 4521         2,684 | 8.a.
        ___________                                                    
    b. | TEXT 4522 |______________________________________________________________________________| 4522               | 8.b.
       _____________                                                                               ---------------------
 9. Other explanations (the space below is provided for the bank to briefly describe,             | I498    |    I499  | (-
                                                                                                  ______________________
    at its option, any other significant items affecting the Report of Income):
               ___
    No comment | | (RIAD 4769)
               ___
    Other explanations (please type or print clearly):
    (TEXT 4769)
</TABLE>
 

                                       10


<PAGE>
 

<TABLE> 
<CAPTION>  
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-1
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1994

All schedules are to be reported in thousands of dollars.  Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC--Balance Sheet
                                                                                                             __________
                                                                                                             |  C400  | (-
                                                                                                 ____________ ________

                                                                     Dollar Amounts in Thousands | RCFD  Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S>                                                                                             <C>        <C>        <C> 
ASSETS                                                                                           | ////////////////// |
 1. Cash and balances due from depository institutions (from Schedule RC-A):                     | ////////////////// |
    a. Noninterest-bearing balances and currency and coin(1) ................................... | 0081     1,952,721 |  1.a.
    b. Interest-bearing balances(2) ............................................................ | 0071         5,011 |  1.b.
 2. Securities:                                                                                  | ////////////////// |
    a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. | 1754     1,363,948 |  2.a.
    b. Available-for-sale securities (from Schedule RC-B, column D) ............................ | 1773     1,611,902 |  2.b.
 3. Federal funds sold and securities purchased under agreements to resell in domestic offices   | ////////////////// |
    of the bank and of its Edge and Agreement subsidiaries, and in IBFs:                         | ////////////////// |
    a. Federal funds sold ...................................................................... | 0276     4,622,525 |  3.a.
    b. Securities purchased under agreements to resell ......................................... | 0277        47,547 |  3.b.
 4. Loans and lease financing receivables:                           ____________________________| ////////////////// |
    a. Loans and leases, net of unearned income (from Schedule RC-C) | RCFD 2122 |     9,706,261 | ////////////////// |  4.a.
    b. LESS: Allowance for loan and lease losses ................... | RCFD 3123 |       315,022 | ////////////////// |  4.b.
    c. LESS: Allocated transfer risk reserve ....................... | RCFD 3128 |             0 | ////////////////// |  4.c.
                                                                     ____________________________

    d. Loans and leases, net of unearned income,                                                 | ////////////////// |
       allowance, and reserve (item 4.a minus 4.b and 4.c) ..................................... | 2125     9,391,239 |  4.d.
 5. Assets held in trading accounts ............................................................ | 3545        34,188 |  5.
 6. Premises and fixed assets (including capitalized leases) ................................... | 2145       534,581 |  6.
 7. Other real estate owned (from Schedule RC-M) ............................................... | 2150       106,753 |  7.
 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... | 2130             0 |  8.
 9. Customers' liability to this bank on acceptances outstanding ............................... | 2155         8,678 |  9.
10. Intangible assets (from Schedule RC-M) ..................................................... | 2143       589,826 | 10.
11. Other assets (from Schedule RC-F) .......................................................... | 2160       459,182 | 11.
12. Total assets (sum of items 1 through 11) ................................................... | 2170    20,728,101 | 12.
                                                                                                 ______________________
____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
 
                                       11


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-2
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________
                       0 3 2 6 3 
Schedule RC--Continued
<S>                                                                <C>             <C>           <C>         <C>           <C> 
                                                                                               ___________________________
                                                                   Dollar Amounts in Thousands | /////////  Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
LIABILITIES                                                                                    | /////////////////////// |
13. Deposits:                                                                                  | /////////////////////// |
    a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) ..... | RCON 2200    15,468,673 | 13.a.
                                                                   ____________________________
       (1) Noninterest-bearing(1) ................................ | RCON 6631       5,776,281 | /////////////////////// | 13.a.(1)
       (2) Interest-bearing ...................................... | RCON 6636       9,692,392 | /////////////////////// | 13.a.(2)
                                                                   ____________________________
    b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,      | /////////////////////// |
       part II) .............................................................................. | RCFN 2200       515,926 | 13.b.
                                                                   ____________________________
       (1) Noninterest-bearing ................................... | RCFN 6631               0 | /////////////////////// | 13.b.(1)
       (2) Interest-bearing ...................................... | RCFN 6636         515,926 | /////////////////////// | 13.b.(2)
                                                                   ____________________________
14. Federal funds purchased and securities sold under agreements to repurchase in domestic     | /////////////////////// |
    offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:               | /////////////////////// |
    a. Federal funds purchased ............................................................... | RCFD 0278       436,360 | 14.a.
    b. Securities sold under agreements to repurchase ........................................ | RCFD 0279       245,637 | 14.b.
15. a. Demand notes issued to the U.S. Treasury .............................................. | RCON 2840     1,504,602 | 15.a.
    b. Trading liabilities ................................................................... | RCFD 3548        18,589 | 15.b.
16. Other borrowed money:                                                                      | /////////////////////// |
    a. With original maturity of one year or less ............................................ | RCFD 2332        85,293 | 16.a.
    b. With original maturity of more than one year .......................................... | RCFD 2333        20,349 | 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ........................... | RCFD 2910        30,128 | 17.
18. Bank's liability on acceptances executed and outstanding ................................. | RCFD 2920         8,678 | 18.
19. Subordinated notes and debentures ........................................................ | RCFD 3200       345,000 | 19.
20. Other liabilities (from Schedule RC-G) ................................................... | RCFD 2930       211,603 | 20.
21. Total liabilities (sum of items 13 through 20) ........................................... | RCFD 2948    18,890,838 | 21.
                                                                                               | /////////////////////// |
22. Limited-life preferred stock and related surplus ......................................... | RCFD 3282             0 | 22.
EQUITY CAPITAL                                                                                 | /////////////////////// |
23. Perpetual preferred stock and related surplus ............................................ | RCFD 3838             0 | 23.
24. Common stock ............................................................................. | RCFD 3230       612,893 | 24.
25. Surplus (exclude all surplus related to preferred stock).................................. | RCFD 3839     1,014,464 | 25.
26. a. Undivided profits and capital reserves ................................................ | RCFD 3632       197,320 | 26.a.
    b. Net unrealized holding gains (losses) on available-for-sale securities ................ | RCFD 8434        12,586 | 26.b.
27. Cumulative foreign currency translation adjustments ...................................... | RCFD 3284             0 | 27.
28. Total equity capital (sum of items 23 through 27) ........................................ | RCFD 3210     1,837,263 | 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22,  | /////////////////////// |
    and 28) .................................................................................. | RCFD 3300    20,728,101 | 29.
                                                                                               ___________________________

Memorandum
To be reported only with the March Report of Condition.
 1. Indicate in the box at the right the number of the statement below that best describes the                     Number     
    most comprehensive level of auditing work performed for the bank by independent external            __________________    
    auditors as of any date during 1993 ..............................................................  | RCFD 6724  N/A | M.1.
                                                                                                        __________________ 
                                                                                                       
1 = Independent  audit of the  bank conducted  in  accordance    4 = Directors'  examination  of the  bank  performed  by other
    with generally accepted auditing standards by a certified        external  auditors (may  be required  by state  chartering
    public accounting firm which submits a report on the bank        authority)
2 = Independent  audit of the  bank's parent  holding company    5 = Review of  the bank's  financial  statements  by  external
    conducted in accordance with  generally accepted auditing        auditors
    standards  by a certified  public  accounting  firm which    6 = Compilation of the bank's financial statements by external
    submits a  report  on the  consolidated  holding  company        auditors
    (but not on the bank separately)                             7 = Other  audit procedures  (excluding tax  preparation work)
3 = Directors'   examination  of   the  bank   conducted   in    8 = No external audit work
    accordance  with generally  accepted  auditing  standards
    by a certified public accounting firm (may be required by
    state chartering authority)
____________
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
 
                                       12


<PAGE>
 

<TABLE>
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-3
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________
                       0 3 2 6 3 
Schedule RC-A--Cash and Balances Due From Depository Institutions
Exclude assets held in trading accounts.

<S>                                                                            <C>                    <C>                 <C> 
                                                                                                             -----------
                                                                                                              |  C405  | (-
                                                                             _________________________________ ________
                                                                             |     (Column  A)    |     (Column B)     |
                                                                             |    Consolidated    |      Domestic      |
                                                                             |        Bank        |      Offices       |
                                                                             -------------------------------------------
                                                 Dollar Amounts in Thousands | RCFD  Bil Mil Thou | RCON  Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
1. Cash items in process of collection, unposted debits, and currency and    | ////////////////// | ////////////////// |
   coin .................................................................... | 0022     1,509,753 | ////////////////// | 1.
   a. Cash items in process of collection and unposted debits .............. | ////////////////// | 0020     1,204,067 | 1.a.
   b. Currency and coin .................................................... | ////////////////// | 0080       305,686 | 1.b.
2. Balances due from depository institutions in the U.S. ................... | ////////////////// | 0082        83,133 | 2.
   a. U.S. branches and agencies of foreign banks (including their IBFs) ... | 0083         5,060 | ////////////////// | 2.a.
   b. Other commercial banks in the U.S. and other depository institutions   | ////////////////// | ////////////////// |
      in the U.S. (including their IBFs) ................................... | 0085        78,073 | ////////////////// | 2.b.
3. Balances due from banks in foreign countries and foreign central banks .. | ////////////////// | 0070         5,866 | 3.
   a. Foreign branches of other U.S. banks ................................. | 0073           565 | ////////////////// | 3.a.
   b. Other banks in foreign countries and foreign central banks ........... | 0074         5,330 | ////////////////// | 3.b.
4. Balances due from Federal Reserve Banks ................................. | 0090       358,951 | 0090       358,951 | 4.
5. Total (sum of items 1 through 4) (total of column A must equal            | ////////////////// | ////////////////// |
   Schedule RC, sum of items 1.a and 1.b) .................................. | 0010     1,957,732 | 0010     1,957,703 | 5.
                                                                             ___________________________________________

                                                                                                  ______________________
Memorandum                                                      Dollar Amounts in Thousands        RCOW  Bil  Mil  Thou
__________________________________________________________________________________________________ ____________________
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2,        | ////////////////// |
   column B above) .............................................................................. | 0050        78,122 | M.1.
                                                                                                  ______________________
</TABLE>
 
                                       13


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-4
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-B--Securities

Exclude assets held in trading accounts.
<S>                                     <C>            <C>   <C>            <C>   <C>       <C>       <C>         <C>       <C> 
                                                                                                                 __________
                                                                                                                 |  C410  | (-
                                      ___________________________________________________________________________ ________
                                      |             Held-to-maturity            |            Available-for-sale           |
                                       _________________________________________ _________________________________________
                                      |     (Column A)     |     (Column B)     |     (Column C)     |     (Column D)     |
                                      |   Amortized Cost   |     Fair Value     |   Amortized Cost   |    Fair Value(1)   |
                                       ____________________ ____________________ ____________________ ____________________
          Dollar Amounts in Thousands | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
______________________________________ ____________________ ____________________ ____________________ ____________________
1. U.S. Treasury securities ......... | 0211             0 | 0213             0 | 1286       651,724 | 1287       643,271 | 1.
2. U.S. Government agency             | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   and corporation obligations        | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   (exclude mortgage-backed           | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   securities):                       | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   a. Issued by U.S. Govern-          | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      ment agencies(2) .............. | 1289             0 | 1290             0 | 1291             0 | 1293             0 | 2.a.
   b. Issued by U.S.                  | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      Government-sponsored            | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      agencies(3) ................... | 1294             0 | 1295             0 | 1297             0 | 1298             0 | 2.b.
3. Securities issued by states        | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   and political subdivisions         | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   in the U.S.:                       | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   a. General obligations ........... | 1676           440 | 1677           437 | 1678             0 | 1679             0 | 3.a.
   b. Revenue obligations ........... | 1681           150 | 1686           236 | 1690             0 | 1691             0 | 3.b.
   c. Industrial development          | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      and similar obligations ....... | 1694             0 | 1695             0 | 1696             0 | 1697             0 | 3.c.
4. Mortgage-backed                    | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   securities (MBS):                  | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   a. Pass-through securities:        | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      (1) Guaranteed by               | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
          GNMA ...................... | 1698             0 | 1699             0 | 1701       632,586 | 1702       666,581 | 4.a.(1)
      (2) Issued by FNMA              | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
          and FHLMC ................. | 1703       593,847 | 1705       579,295 | 1706       255,804 | 1707       248,531 | 4.a.(2)
      (3) Privately-issued .......... | 1709             0 | 1710             0 | 1711             0 | 1713             0 | 4.a.(3)
   b. CMOs and REMICs:                | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      (1) Issued by FNMA              | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
          and FHLMC ................. | 1714       474,517 | 1715       443,500 | 1716             0 | 1717             0 | 4.b.(1)
      (2) Privately-issued            | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
          and collateralized          | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
          by MBS issued or            | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
          guaranteed by               | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
          FNMA, FHLMC, or             | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
          GNMA ...................... | 1718         4,980 | 1719         4,995 | 1731        10,295 | 1732        10,132 | 4.b.(2)
      (3) All other privately-        | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
          issued .................... | 1733             0 | 1734             0 | 1735             0 | 1736             0 | 4.b.(3)
5. Other debt securities:             | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   a. Other domestic debt             | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      securities .................... | 1737       288,779 | 1738       286,358 | 1739             0 | 1741             0 | 5.a.
   b. Foreign debt                    | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      securities .................... | 1742         1,235 | 1743         1,086 | 1744             0 | 1746             0 | 5.b.
                                      _____________________________________________________________________________________

_____________
(1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and
    Export-Import Bank participation certificates.
(3) Includes obligations (other than pass-through securities, CMOs, and REMICs) issued by the Farm Credit System, the Federal Home
    Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing
    Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
</TABLE>
 
                                       14


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-5
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-B--Continued
<S>                                  <C>                 <C>                   <C>                  <C>                   <C> 
                                    _____________________________________________________________________________________
                                    |             Held-to-maturity            |            Available-for-sale           |
                                     _________________________________________ _________________________________________
                                    |     (Column A)     |     (Column B)     |     (Column C)     |     (Column D)     |
                                    |   Amortized Cost   |     Fair Value     |   Amortized Cost   |    Fair Value(1)   |
                                     ____________________ ____________________ ____________________ ____________________
        Dollar Amounts in Thousands | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
____________________________________ ____________________ ____________________ ____________________ ____________________
6. Equity securities:               | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   a. Investments in mutual         | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      funds ....................... | ////////////////// | ////////////////// | 1747             0 | 1748             0 | 6.a.
   b. Other equity securities       | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      with readily determin-        | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      able fair values ............ | ////////////////// | ////////////////// | 1749             0 | 1751             0 | 6.b.
   c. All other equity              | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
      securities(1) ............... | ////////////////// | ////////////////// | 1752        43,387 | 1753        43,387 | 6.c.
7. Total (sum of items 1            | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   through 6) (total of             | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   column A must equal              | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   Schedule RC, item 2.a)           | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   (total of column D must          | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   equal Schedule RC,               | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
   item 2.b) ...................... | 1754     1,363,948 | 1771     1,315,907 | 1772     1,593,796 | 1773     1,611,902 | 7.
                                    _____________________________________________________________________________________



                                                                                                              ___________
Memoranda                                                                                                     |   C412  | (-
                                                                                                   ___________ _________
                                                                       Dollar Amounts in Thousands | RCFD  Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Pledged securities(2) ......................................................................... | 0416     2,520,189 | M.1.
2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status):| ////////////////// |
   a. Fixed rate debt securities with a remaining maturity of:                                     | ////////////////// |
      (1) Three months or less ................................................................... | 0343           429 | M.2.a.(1)
      (2) Over three months through 12 months .................................................... | 0344       129,783 | M.2.a.(2)
      (3) Over one year through five years ....................................................... | 0345     1,165,573 | M.2.a.(3)
      (4) Over five years ........................................................................ | 0346     1,621,403 | M.2.a.(4)
      (5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4)) ..... | 0347     2,917,188 | M.2.a.(5)
   b. Floating rate debt securities with a repricing frequency of:                                 | ////////////////// |
      (1) Quarterly or more frequently ........................................................... | 4544        14,040 | M.2.b.(1)
      (2) Annually or more frequently, but less frequently than quarterly ........................ | 4545         1,235 | M.2.b.(2)
      (3) Every five years or more frequently, but less frequently than annually ................. | 4551             0 | M.2.b.(3)
      (4) Less frequently than every five years .................................................. | 4552             0 | M.2.b.(4)
      (5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)) .. | 4553        15,275 | M.2.b.(5)
   c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total debt   | ////////////////// |
      securities from Schedule RC-B, sum of items 1 through 5, columns A and D, minus nonaccrual   | ////////////////// |
      debt securities included in Schedule RC-N, item 9, column C) ............................... | 0393     2,932,463 | M.2.c.
3. Not applicable                                                                                  | ////////////////// |
4. Held-to-maturity debt securities restructured and in compliance with modified terms (included   | ////////////////// |
   in Schedule RC-B, items 3 through 5, column A, above) ......................................... | 5365             0 | M.4.
5. Not applicable                                                                                  | ////////////////// |
6. Floating rate debt securities with a remaining maturity of one year or less(2) (included in     | ////////////////// |
   Memorandum item 2.b.(5) above) ................................................................ | 5519             0 | M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or      | ////////////////// |
   trading securities during the calendar year-to-date ........................................... | 1778             0 | M.7.
                                                                                                   ______________________

_____________
(1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
(2) Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
 

                                       15


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-6
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________
Schedule RC-C--Loans and Lease Financing Receivables

Part I. Loans and Leases
<S>                                                                           <C>       <C>        <C>          <C>       <C>  

Do not deduct the allowance for loan and lease losses from amounts                                            __________
reported in this schedule.  Report total loans and leases, net of unearned                                    |  C415  | (-
                                                                             _________________________________ ________
income.  Exclude assets held in trading accounts.                            |     (Column  A)    |     (Column B)     |
                                                                             |    Consolidated    |      Domestic      |
                                                                             |        Bank        |      Offices       |
                                                                              ____________________ ____________________
                                                 Dollar Amounts in Thousands | RCFD  Bil Mil Thou | RCON  Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
 1. Loans secured by real estate ........................................... | 1410     2,109,126 | ////////////////// |  1.
    a. Construction and land development ................................... | ////////////////// | 1415       323,162 |  1.a.
    b. Secured by farmland (including farm residential and other             | ////////////////// | ////////////////// |
       improvements) ....................................................... | ////////////////// | 1420        18,761 |  1.b.
    c. Secured by 1-4 family residential properties:                         | ////////////////// | ////////////////// |
       (1) Revolving, open-end loans secured by 1-4 family residential       | ////////////////// | ////////////////// |
           properties and extended under lines of credit ................... | ////////////////// | 1797             0 |  1.c.(1)
       (2) All other loans secured by 1-4 family residential properties:     | ////////////////// | ////////////////// |
           (a) Secured by first liens ...................................... | ////////////////// | 5367       511,475 |  1.c.(2)(a)
           (b) Secured by junior liens ..................................... | ////////////////// | 5368       180,688 |  1.c.(2)(b)
    d. Secured by multifamily (5 or more) residential properties ........... | ////////////////// | 1460       124,510 |  1.d.
    e. Secured by nonfarm nonresidential properties ........................ | ////////////////// | 1480       950,530 |  1.e.
 2. Loans to depository institutions:                                        | ////////////////// | ////////////////// |
    a. To commercial banks in the U.S. ..................................... | ////////////////// | 1505        10,899 |  2.a.
       (1) To U.S. branches and agencies of foreign banks .................. | 1506         7,152 | ////////////////// |  2.a.(1)
       (2) To other commercial banks in the U.S. ........................... | 1507         8,747 | ////////////////// |  2.a.(2)
    b. To other depository institutions in the U.S. ........................ | 1517           727 | 1517           727 |  2.b.
    c. To banks in foreign countries ....................................... | ////////////////// | 1510        62,648 |  2.c.
       (1) To foreign branches of other U.S. banks ......................... | 1513             0 | ////////////////// |  2.c.(1)
       (2) To other banks in foreign countries ............................. | 1516        68,896 | ////////////////// |  2.c.(2)
 3. Loans to finance agricultural production and other loans to farmers .... | 1590        91,793 | 1590        91,793 |  3.
 4. Commercial and industrial loans:                                         | ////////////////// | ////////////////// |
    a. To U.S. addressees (domicile) ....................................... | 1763     4,163,635 | 1763     4,116,601 |  4.a.
    b. To non-U.S. addressees (domicile) ................................... | 1764       134,573 | 1764        33,085 |  4.b.
 5. Acceptances of other banks:                                              | ////////////////// | ////////////////// |
    a. Of U.S. banks ....................................................... | 1756             0 | 1756             0 |  5.a.
    b. Of foreign banks .................................................... | 1757             0 | 1757             0 |  5.b.
 6. Loans to individuals for household, family, and other personal           | ////////////////// | ////////////////// |
    expenditures (i.e., consumer loans) (includes purchased paper) ......... | ////////////////// | 1975     1,394,929 |  6.
    a. Credit cards and related plans (includes check credit and other       | ////////////////// | ////////////////// |
       revolving credit plans) ............................................. | 2008       108,360 | ////////////////// |  6.a.
    b. Other (includes single payment, installment, and all student loans) . | 2011     1,286,569 | ////////////////// |  6.b.
 7. Loans to foreign governments and official institutions (including        | ////////////////// | ////////////////// |
    foreign central banks) ................................................. | 2081       228,729 | 2081       222,342 |  7.
 8. Obligations (other than securities and leases) of states and political   | ////////////////// | ////////////////// |
    subdivisions in the U.S. (includes nonrated industrial development       | ////////////////// | ////////////////// |
    obligations) ........................................................... | 2107        55,025 | 2107        55,025 |  8.
 9. Other loans ............................................................ | 1563     1,233,907 | ////////////////// |  9.
    a. Loans for purchasing or carrying securities (secured and unsecured) . | ////////////////// | 1545       151,026 |  9.a.
    b. All other loans (exclude consumer loans) ............................ | ////////////////// | 1564     1,082,881 |  9.b.
10. Lease financing receivables (net of unearned income) ................... | ////////////////// | 2165       209,022 | 10.
    a. Of U.S. addressees (domicile) ....................................... | 2182       164,729 | ////////////////// | 10.a.
    b. Of non-U.S. addressees (domicile) ................................... | 2183        44,293 | ////////////////// | 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above ........ | 2123             0 | 2123             0 | 11.
12. Total loans and leases, net of unearned income (sum of items 1 through   | ////////////////// | ////////////////// |
    10 minus item 11) (total of column A must equal Schedule RC, item 4.a) . | 2122     9,706,261 | 2122     9,540,104 | 12.
                                                                             ___________________________________________
</TABLE>
 

                                       16



<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-7
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-C--Continued

Part I. Continued
<S>                                                                            <C>                    <C>                 <C> 
                                                                             ___________________________________________
                                                                             |     (Column  A)    |     (Column B)     |
                                                                             |    Consolidated    |      Domestic      |
Memoranda                                                                    |        Bank        |      Offices       |
                                                                              ____________________ ____________________
                                                 Dollar Amounts in Thousands | RCFD  Bil Mil Thou | RCON  Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
 1. Commercial paper included in Schedule RC-C, part I, above .............. | 1496             0 | 1496             0 | M.1.
 2. Loans and leases restructured and in compliance with modified terms      | ////////////////// | ////////////////// |
    (included in Schedule RC-C, part I, above):                              | ////////////////// | ////////////////// |
    a. Loans secured by real estate:                                         | ////////////////// | ////////////////// |
                                                                                                   _____________________
       (1) To U.S. addressees (domicile) ................................... | 1687             0 | M.2.a.(1)
       (2) To non-U.S. addressees (domicile) ............................... | 1689             0 | M.2.a.(2)
    b. Loans to finance agricultural production and other loans to farmers . | 1613             0 | M.2.b.
    c. Commercial and industrial loans:                                      | ////////////////// |
       (1) To U.S. addressees (domicile) ................................... | 1758             0 | M.2.c.(1)
       (2) To non-U.S. addressees (domicile)................................ | 1759             0 | M.2.c.(2)
    d. All other loans (exclude loans to individuals for household,          | ////////////////// |
       family, and other personal expenditures) ............................ | 1615       219,755 | M.2.d.
    e. Lease financing receivables:                                          | ////////////////// |
       (1) Of U.S. addressees (domicile) ................................... | 1789             0 | M.2.e.(1)
       (2) Of non-U.S. addressees (domicile) ............................... | 1790             0 | M.2.e.(2)
    f. Total (sum of Memorandum items 2.a through 2.e) ..................... | 1616       219,755 | M.2.f.
 3. Maturity and repricing data for loans and leases(1) (excluding those     | ////////////////// |
    in nonaccrual status):                                                   | ////////////////// |
    a. Fixed rate loans and leases with a remaining maturity of:             | ////////////////// |
       (1) Three months or less ............................................ | 0348       301,672 | M.3.a.(1)
       (2) Over three months through 12 months ............................. | 0349       298,972 | M.3.a.(2)
       (3) Over one year through five years ................................ | 0356     1,464,897 | M.3.a.(3)
       (4) Over five years ................................................. | 0357     1,026,545 | M.3.a.(4)
       (5) Total fixed rate loans and leases (sum of                         | ////////////////// |
           Memorandum items 3.a.(1) through 3.a.(4)) ....................... | 0358     3,092,086 | M.3.a.(5)
    b. Floating rate loans with a repricing frequency of:                    | ////////////////// |
       (1) Quarterly or more frequently .................................... | 4554     4,317,823 | M.3.b.(1)
       (2) Annually or more frequently, but less frequently than quarterly . | 4555     1,704,771 | M.3.b.(2)
       (3) Every five years or more frequently, but less frequently than     | ////////////////// |
           annually ........................................................ | 4561       370,925 | M.3.b.(3)
       (4) Less frequently than every five years ........................... | 4564        71,508 | M.3.b.(4)
       (5) Total floating rate loans (sum of Memorandum items 3.b.(1)        | ////////////////// |
           through 3.b.(4)) ................................................ | 4567     6,465,027 | M.3.b.(5)
    c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5))  | ////////////////// |
       (must equal the sum of total loans and leases, net, from              | ////////////////// |
       Schedule RC-C, part I, item 12, plus unearned income from             | ////////////////// |
       Schedule RC-C, part I, item 11, minus total nonaccrual loans and      | ////////////////// |
       leases from Schedule RC-N, sum of items 1 through 8, column C) ...... | 1479     9,557,113 | M.3.c.
 4. Loans to finance commercial real estate, construction, and land          | ////////////////// |
    development activities (not secured by real estate) included in          | ////////////////// |
    Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2) ........... | 2746       277,878 | M.4.
 5. Loans and leases held for sale (included in Schedule RC-C, part I, above)| 5369       198,043 | M.5.
 6. Adjustable rate closed-end loans secured by first liens on 1-4 family    | ////////////////// |_____________________
    residential properties (included in Schedule RC-C, part I, item          | ////////////////// | RCON  Bil Mil Thou |
                                                                                                   ____________________
    1.c.(2)(a), column B, page RC-6) ....................................... | ////////////////// | 5370        51,087 | M.6.
                                                                             ___________________________________________

_____________
(1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.
</TABLE>
 

                                       17
 

<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-7a
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-C--Continued

Part II. Loans to Small Businesses and Small Farms

Schedule RC-C, Part II is to be reported only with the June Report of Condition.

Report the number and amount currently outstanding as of June 30 of business loans with "original amounts" of $1,000,000 or less and
farm loans with "original amounts" of $500,000 or less. The following guidelines should be used to determine the "original amount" 
of a loan: (1) for loans drawn down under lines of credit or loan commitments, the "original amount" of the loan is the size of the 
line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior 
to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the "original amount" is 
the amount currently outstanding on the report date. (2) For loan participations and syndications, the "original amount" of the loan
participation or syndication is the entire amount of the credit originated by the lead lender. (3) For all other loans, the 
"original amount" is the total amount of the loan at origination or the amount currently outstanding as of the report date, 
whichever is larger.
                                                                                               
                                                                                                                         
Loans to Small Businesses                                                                                    ____________    
1. Indicate in the appropriate box at the right whether all or substantially all of the bank's               |   C418   | (-
   "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule        _____ __________
   RC-C, part I, item 1.e, column B, and all or substantially all of the bank's "Commercial             | YES        NO |
   and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C,       _______ _______________    
   part I, item 4.a, column B, have original amounts of $100,000 or less (see instructions)..... | 6999 |     |////| X  | 1.
                                                                                                 ________________________

If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5.
If NO, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5.

<S>                                                                           <C>                  <C> 
                                                                              _____________________
2. Report the total number of loans currently outstanding for each of the     |  Number of Loans  |
   following Schedule RC-C, part I, loan categories:                          |__________________ |
   a. "Loans secured by nonfarm nonresidential properties" in domestic        |RCON |//////////// |
       offices reported in Schedule RC-C, part I, item 1.e,                   ______              |
       column B............................................................   |5562           N/A | 2.a.
   b. "Commercial and industrial loans to U.S. addressees" in domestic        |////////////////// |
       offices reported in Schedule RC-C, part I, item 4.a, column b.......   |5563           N/A | 2.b.
                                                                              ____________________

                                                                              ___________________________________________
                                                                              |     (Column A)     |     (Column B)     |
                                                                              |                    |      Amount        |
                                                                              |                    |     Currently      |
                                                                              |  Number of Loans   |    Instruments     |
                                                                               ____________________ ____________________
                                                  Dollar Amounts in Thousands | RCON | /////////// | RCON  Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________

3. Number and amount currently outstanding of "Loans secured by nonfarm       | ////////////////// | ////////////////// |
   nonresidential properties" in domestic offices reported in Schedule RC-C,  | ////////////////// | ////////////////// |
   part I, item 1.e, column B (sum of items 3.a through 3.c must be less      | ////////////////// | ////////////////// |
   than or equal to Schedule RC-C, part I, item 1.e, column B):               | ////////////////// | ////////////////// |
   a. With original amounts of $100,000 or less ............................. | 5564           968 | 5565        37,560 | 3.a.
   b. With original amounts of more than $100,000 through $250,000 .......... | 5566           803 | 5567        87,396 | 3.b.
   c. With original amounts of more than $250,000 through $1,000,000 ........ | 5568           849 | 5569       281,525 | 3.c.
4. Number and amount currently outstanding of "Commercial and industrial      | ////////////////// | ////////////////// |
   loans to U.S. addressees" in domestic offices reported in Schedule RC-C,   | ////////////////// | ////////////////// |
   part I, item 4.a, column B (sum of items 4.a through 4.c must be less than | ////////////////// | ////////////////// |
   or equal to Schedule RC-C, part I, item 4.a, column B):                    | ////////////////// | ////////////////// |     
   a. With original amounts of $100,000 or less ............................. | 5570        10,516 | 5571       191,365 | 4.a.
   b. With original amounts of more than $100,000 through $250,000 .......... | 5572         1,422 | 5573       133,351 | 4.b.
   c. With original amounts of more than $250,000 through $1,000,000 ........ | 5574         1,409 | 5575       400,042 | 4.c.
                                                                              ___________________________________________

</TABLE>
 
                                      17a


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-7b
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-C--Continued

Part II. Continued
                                                                                               
                                                                                                                          
Agricultural Loans to Small Farms                                                                                           
5. Indicate in the appropriate box at the right whether all or substantially all of the bank's                             
   "Loans secured by farmland (including farm residential and other improvements)" in domestic                             
   offices reported in Schedule RC-C, part I, item 1.b, column B, and all or substantially                                
   all of the bank's "Loans to finance agricultural production and other loans to farmers"                YES        NO     
   in domestic offices reported in Schedule RC-C, part I, item 3, column B, have original        _______ _______________
   amounts of $100,000 or less (see instructions)............................................... | 6860 |     |////| X  | 5.
                                                                                                 _______ _______________
If YES, complete items 6.a and 6.b below and do not complete items 7 and 8.    
If NO, skip items 6.a and 6.b and complete items 7 and 8 below.               

<S>                                                                           <C>                  <C> 
                                                                              _____________________
6. Report the total number of loans currently outstanding for each of the     |  Number of Loans  |
   following Schedule RC-C, part I, loan categories:                          |__________________ |
   a. "Loans secured by farmland (including farm residential and other        |RCON |//////////// |
       improvements)" in domestic offices reported in Schedule RC-C, part     ______              |
       I, item 1.b, column B ..............................................   |5576           N/A | 6.a.
   b. "Loans to finance agricultural production and other loans to farmers"   | ///////////////// |
       in domestic offices reported in Schedule RC-C, part I, item 3,         | ///////////////// |
       column 8 ...........................................................   |5577           N/A | 6.b.
                                                                              ____________________

                                                                              ___________________________________________
                                                                              |     (Column A)     |     (Column B)     |
                                                                              |                    |      Amount        |
                                                                              |                    |     Currently      |
                                                                              |  Number of Loans   |    Outstanding     |
                                                                               ____________________ ____________________
                                                  Dollar Amounts in Thousands | RCON | /////////// | RCON  Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
7. Number and amount currently outstanding of "Loans secured by farmland      | ////////////////// | ////////////////// |
   (including farm residential and other improvements)" in domestic offices   | ////////////////// | ////////////////// |
   reported in Schedule RC-C, part I, item 1.b, column B (sum of items 7.a    | ////////////////// | ////////////////// |
   through 7.c must be less than or equal to Schedule RC-C, part I, item 1.b, | ////////////////// | ////////////////// |
   column B)                                                                  | ////////////////// | ////////////////// |
   a. With original amounts of $100,000 or less ............................. | 5578            35 | 5579         1,081 | 7.a.
   b. With original amounts of more than $100,000 through $250,000 .......... | 5580            14 | 5581         1,459 | 7.b.
   c. With original amounts of more than $250,000 through $500,000 .......... | 5582            10 | 5583         1,926 | 7.c.
8. Number and amount currently outstanding of "Loans to finance agricultural  | ////////////////// | ////////////////// |
   production and other loans to farmers" in domestic offices reported in     | ////////////////// | ////////////////// |
   Schedule RC-C, part I, item 3, column B (sum of items 8.a through 8.c      | ////////////////// | ////////////////// |
   must be less than or equal to Schedule RC-C, part I, item 3, column B):    | ////////////////// | ////////////////// |     
   a. With original amounts of $100,000 or less ............................. | 5584           209 | 5585         4,463 | 8.a.
   b. With original amounts of more than $100,000 through $250,000 .......... | 5586            45 | 5587         4,368 | 8.b.
   c. With original amounts of more than $250,000 through $500,000 .......... | 5588            25 | 5589         5,085 | 8.c.
                                                                              ___________________________________________

</TABLE>
 
                                      17b



<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-8
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-D--Trading Assets and Liabilities

Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional
amount of interest rate, foreign exchange rate, and other commodity and equity contracts (as reported in Schedule RC-L, items 11,
12, and 13).

<S>                                                                            <C>                    <C>                 <C> 
                                                                               ------------------------------------------------
                                                                                                                   |  C420  | (-
                                                                                                  _________________ ________
                                                                      Dollar Amounts in Thousands | /////////  Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
ASSETS                                                                                            | /////////////////////// |
 1. U.S. Treasury securities in domestic offices ................................................ | RCON 3531         1,366 |  1.
 2. U.S. Government agency and corporation obligations in domestic offices (exclude mortgage-     | /////////////////////// |
    backed securities) .......................................................................... | RCON 3532           973 |  2.
 3. Securities issued by states and political subdivisions in the U.S. in domestic offices ...... | RCON 3533         9,047 |  3.
 4. Mortgage-backed securities in domestic offices:                                               | /////////////////////// |
    a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA ..................... | RCON 3534             0 |  4.a.
    b. CMOs and REMICs issued by FNMA or FHLMC .................................................. | RCON 3535             0 |  4.b.
    c. All other ................................................................................ | RCON 3536             0 |  4.c.
 5. Other debt securities in domestic offices ................................................... | RCON 3537             0 |  5.
 6. Certificates of deposit in domestic offices ................................................. | RCON 3538           107 |  6.
 7. Commercial paper in domestic offices ........................................................ | RCON 3539             0 |  7.
 8. Bankers acceptances in domestic offices ..................................................... | RCON 3540             0 |  8.
 9. Other trading assets in domestic offices .................................................... | RCON 3541             0 |  9.
10. Trading assets in foreign offices ........................................................... | RCFN 3542             0 | 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity     | /////////////////////// |
    contracts:                                                                                    | /////////////////////// |
    a. In domestic offices ...................................................................... | RCON 3543        22,459 | 11.a.
    b. In foreign offices ....................................................................... | RCFN 3544           236 | 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ........... | RCFD 3545        34,188 | 12.
                                                                                                  ___________________________

                                                                                                  ___________________________
                                                                                                  | /////////  Bil Mil Thou |
LIABILITIES                                                                                        _________________________
13. Liability for short positions ............................................................... | RCFD 3546             0 | 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity    | /////////////////////// |
    contracts ................................................................................... | RCFD 3547        18,589 | 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ...... | RCFD 3548        18,589 | 15.
                                                                                                  ___________________________
</TABLE>
 

                                       18


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-9
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-E--Deposit Liabilities

Part I. Deposits in Domestic Offices
<S>                                                                            <C>                    <C>                 <C> 
                                                                                                                __________
                                                                                                                |  C425  | (-
                                                          ______________________________________________________ ________
                                                          |                                         |   Nontransaction   |
                                                          |          Transaction  Accounts          |      Accounts      |
                                                           _________________________________________ ____________________
                                                          |     (Column A)     |    (Column B)      |     (Column C)     |
                                                          |  Total transaction |    Memo: Total     |        Total       |
                                                          | accounts (including|  demand deposits   |   nontransaction   |
                                                          |    total demand    |   (included in     |      accounts      |
                                                          |      deposits)     |     column A)      |  (including MMDAs) |
                                                           ____________________ ____________________ ____________________
                              Dollar Amounts in Thousands | RCON  Bil Mil Thou | RCON  Bil Mil Thou | RCON  Bil Mil Thou |
__________________________________________________________ ____________________ ____________________ ____________________
Deposits of:                                              | ////////////////// | ////////////////// | ////////////////// |
1. Individuals, partnerships, and corporations .......... | 2201     6,935,403 | 2240     5,088,642 | 2346     7,814,725 | 1.
2. U.S. Government ...................................... | 2202        36,983 | 2280        36,876 | 2520           306 | 2.
3. States and political subdivisions in the U.S. ........ | 2203       170,925 | 2290        41,851 | 2530        66,482 | 3.
4. Commercial banks in the U.S. ......................... | 2206       260,794 | 2310       260,794 | ////////////////// | 4.
   a. U.S. branches and agencies of foreign banks ....... | ////////////////// | ////////////////// | 2347             0 | 4.a.
   b. Other commercial banks in the U.S. ................ | ////////////////// | ////////////////// | 2348           239 | 4.b.
5. Other depository institutions in the U.S. ............ | 2207        17,649 | 2312        17,649 | 2349             0 | 5.
6. Banks in foreign countries ........................... | 2213        31,336 | 2320        31,336 | ////////////////// | 6.
   a. Foreign branches of other U.S. banks .............. | ////////////////// | ////////////////// | 2367             0 | 6.a.
   b. Other banks in foreign countries .................. | ////////////////// | ////////////////// | 2373             0 | 6.b.
7. Foreign governments and official institutions          | ////////////////// | ////////////////// | ////////////////// |
   (including foreign central banks) .................... | 2216         2,491 | 2300         2,491 | 2377             0 | 7.
8. Certified and official checks ........................ | 2330       131,340 | 2330       131,340 | ////////////////// | 8.
9. Total (sum of items 1 through 8) (sum of               | ////////////////// | ////////////////// | ////////////////// |
   columns A and C must equal Schedule RC,                | ////////////////// | ////////////////// | ////////////////// |
   item 13.a) ........................................... | 2215     7,586,921 | 2210     5,610,979 | 2385     7,881,752 | 9.
                                                          ________________________________________________________________

                                                                                                    ______________________
Memoranda                                                               Dollar Amounts in Thousands | RCON  Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
1. Selected components of total deposits (i.e., sum of item 9, columns A and C):                    | ////////////////// |
   a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts ......................... | 6835       869,189 | M.1.a.
   b. Total brokered deposits ..................................................................... | 2365             0 | M.1.b.
   c. Fully insured brokered deposits (included in Memorandum item 1.b above):                      | ////////////////// |
      (1) Issued in denominations of less than $100,000 ........................................... | 2343             0 | M.1.c.(1)
      (2) Issued either in denominations of $100,000 or in denominations greater than $100,000      | ////////////////// |
          and participated out by the broker in shares of $100,000 or less ........................ | 2344             0 | M.1.c.(2)
   d. Total deposits denominated in foreign currencies ............................................ | 3776         3,148 | M.1.d.
   e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S.       | ////////////////// |
      reported in item 3 above which are secured or collateralized as required under state law) ... | 5590       210,049 | M.1.e.
2. Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d must         | ////////////////// |
   equal item 9, column C above):                                                                   | ////////////////// |
   a. Savings deposits:                                                                             | ////////////////// |
      (1) Money market deposit accounts (MMDAs) ................................................... | 6810     1,321,748 | M.2.a.(1)
      (2) Other savings deposits (excludes MMDAs) ................................................. | 0352     3,015,257 | M.2.a.(2)
   b. Total time deposits of less than $100,000 ................................................... | 6648     2,635,577 | M.2.b.
   c. Time certificates of deposit of $100,000 or more ............................................ | 6645       876,781 | M.2.c.
   d. Open-account time deposits of $100,000 or more .............................................. | 6646        32,389 | M.2.d.
3. All NOW accounts (included in column A above) .................................................. | 2398     1,975,942 | M.3.
                                                                                                    ______________________
</TABLE>
 

                                       19


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-10
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-E--Continued

Part I. Continued
<S>                                                                            <C>                    <C>                 <C> 
Memoranda (continued)
_________________________________________________________________________________________________________________________________
| Deposit Totals for FDIC Insurance Assessments(1)                                                 ______________________       |
|                                                                      Dollar Amounts in Thousands | RCON  Bil Mil Thou |       |
 __________________________________________________________________________________________________ ____________________
| 4. Total deposits in domestic offices (sum of item 9, column A and item 9, column C)             |/////////////////// |       |
|    (must equal Schedule RC, item 13.a) ......................................................... | 2200    15,468,673 | M.4.  |
|                                                                                                  | ////////////////// |       |
|    a. Total demand deposits (must equal item 9, column B) ...................................... | 2210     5,610,979 | M.4.a.|
|    b. Total time and savings deposits(2) (must equal item 9, column A plus item 9, column C      | ////////////////// |       |
|       minus item 9, column B) .................................................................. | 2350     9,857,694 | M.4.b.|
                                                                                                   ______________________
| ____________                                                                                                                  |
| (1) An amended Certified Statement should be submitted to the FDIC if the deposit totals reported in this item are amended    |
|     after the semiannual Certified Statement originally covering this report date has been filed with the FDIC.               |
| (2) For FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransaction accounts and all     |
|     transaction accounts other than demand deposits.                                                                          |
|                                                                                                                               |
_________________________________________________________________________________________________________________________________

                                                                                                   ______________________
                                                                       Dollar Amounts in Thousands | RCON  Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more          | ////////////////// |
   (included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing         | ////////////////// |
   frequency of:(1)                                                                                | ////////////////// |
   a. Three months or less ....................................................................... | 0359       201,040 | M.5.a.
   b. Over three months through 12 months (but not over 12 months) ............................... | 3644     1,436,073 | M.5.b.
6. Maturity and repricing data for time certificates of deposit of $100,000 or more:(1)            | ////////////////// |
   a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of:    | ////////////////// |
      (1) Three months or less ................................................................... | 2761       544,364 | M.6.a.(1)
      (2) Over three months through 12 months .................................................... | 2762       245,662 | M.6.a.(2)
      (3) Over one year through five years ....................................................... | 2763        73,549 | M.6.a.(3)
      (4) Over five years ........................................................................ | 2765             0 | M.6.a.(4)
      (5) Total fixed rate time certificates of deposit of $100,000 or more (sum of                | ////////////////// |
          Memorandum items 6.a.(1) through 6.a.(4)) .............................................. | 2767       863,575 | M.6.a.(5)
   b. Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of:| ////////////////// |
      (1) Quarterly or more frequently ........................................................... | 4568        13,206 | M.6.b.(1)
      (2) Annually or more frequently, but less frequently than quarterly ........................ | 4569             0 | M.6.b.(2)
      (3) Every five years or more frequently, but less frequently than annually ................. | 4571             0 | M.6.b.(3)
      (4) Less frequently than every five years .................................................. | 4572             0 | M.6.b.(4)
      (5) Total floating rate time certificates of deposit of $100,000 or more (sum of             | ////////////////// |
          Memorandum items 6.b.(1) through 6.b.(4)) .............................................. | 4573        13,206 | M.6.b.(5)
   c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5)      | ////////////////// |
      and 6.b.(5)) (must equal Memorandum item 2.c. above) ....................................... | 6645       876,781 | M.6.c.
                                                                                                   ______________________

_____________
(1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
 
                                       20


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-11
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-E--Continued

Part II. Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
<S>                                                                                             <C>          <C>         <C>
                                                                                                    ____________________      
                                                                       Dollar Amounts in Thousands | RCFN  Bil  Mil  Thou |
___________________________________________________________________________________________________ ____________________
Deposits of:                                                                                       | ////////////////// |
1. Individuals, partnerships, and corporations ................................................... | 2621       515,926 | 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) ................................ | 2623             0 | 2.
3. Foreign banks (including U.S. branches and                                                      | ////////////////// |
   agencies of foreign banks, including their IBFs) .............................................. | 2625             0 | 3.
4. Foreign governments and official institutions (including foreign central banks) ............... | 2650             0 | 4.
5. Certified and official checks ................................................................. | 2330             0 | 5.
6. All other deposits ............................................................................ | 2668             0 | 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) .......................... | 2200       515,926 | 7.
                                                                                                   ______________________

Schedule RC-F--Other Assets

                                                                                                                   __________
                                                                                                                   |  C430  | (-
                                                                                                  _________________ ________
                                                                      Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
1. Income earned, not collected on loans ........................................................ | RCFD 2164        60,113 | 1.
2. Net deferred tax assets(1) ................................................................... | RCFD 2148        32,700 | 2.
3. Excess residential mortgage servicing fees receivable ........................................ | RCFD 5371             0 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2168       366,369 | 4.
      _____________                                                    ___________________________
   a. | TEXT 3549 |____________________________________________________| RCFD 3549 |              | /////////////////////// | 4.a.
       ___________  Swap Interest Receivable                                             109,027                                
   b. | TEXT 3550 |____________________________________________________| RCFD 3550 |              | /////////////////////// | 4.b.
       ___________                                                                               
   c. | TEXT 3551 |____________________________________________________| RCFD 3551 |              | /////////////////////// | 4.c.
      _____________                                                                              
                                                                                                  ___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) ........................... | RCFD 2160       459,182 | 5.
                                                                                                  ___________________________

Memorandum                                                                                        ___________________________
                                                                      Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
1. Deferred tax assets disallowed for regulatory capital purposes ............................... | RCFD 5610             0 | M.1.
                                                                                                  ___________________________

Schedule RC-G--Other Liabilities
                                                                                                                   __________
                                                                                                                   |  C435  | (-
                                                                                                  _________________ ________
                                                                      Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
1. a. Interest accrued and unpaid on deposits in domestic offices(2) ............................ | RCON 3645        22,071 | 1.a.
   b. Other expenses accrued and unpaid (includes accrued income taxes payable) ................. | RCFD 3646       174,094 | 1.b.
2. Net deferred tax liabilities(1) .............................................................. | RCFD 3049           298 | 2.
3. Minority interest in consolidated subsidiaries ............................................... | RCFD 3000             0 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2938        15,140 | 4.
      _____________                                                    ___________________________
   a. | TEXT 3552 |____________________________________________________| RCFD 3552 |              | /////////////////////// | 4.a.
       ___________  Trading Security Purchase Fails                                        4,578 
   b. | TEXT 3553 |____________________________________________________| RCFD 3553 |              | /////////////////////// | 4.b.
       ___________                                                                               
   c. | TEXT 3554 |____________________________________________________| RCFD 3554 |              | /////////////////////// | 4.c.
      _____________                                                                              
                                                                                                  ___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) ........................... | RCFD 2930       211,603 | 5.
                                                                                                  ___________________________
____________
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.
</TABLE>
 
                                       21


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-12
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-H--Selected Balance Sheet Items for Domestic Offices
<S>                                                                            <C>                    <C>                 <C>
                                                                                                                  ________
                                                                                                                 |  C440  | (-
                                                                                                     ____________ ________
                                                                                                     |  Domestic Offices  |
                                                                                                      ____________________
                                                                         Dollar Amounts in Thousands | RCON  Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
1. Customers' liability to this bank on acceptances outstanding .................................... | 2155         8,678 |  1.
2. Bank's liability on acceptances executed and outstanding ........................................ | 2920         8,678 |  2.
3. Federal funds sold and securities purchased under agreements to resell .......................... | 1350     4,670,072 |  3.
4. Federal funds purchased and securities sold under agreements to repurchase ...................... | 2800       681,997 |  4.
5. Other borrowed money ............................................................................ | 2850       105,642 |  5.
   EITHER                                                                                            | ////////////////// |
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs ..................... | 2163           N/A |  6.
   OR                                                                                                | ////////////////// |
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ....................... | 2941       350,155 |  7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) . | 2192    20,559,970 |  8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)| 3129    18,372,552 |  9.
                                                                                                     ______________________

Items 10-17 include held-to-maturity and available-for-sale securities in domestic offices.          ______________________
                                                                                                     | RCON  Bil Mil Thou |
                                                                                                      ____________________
10. U.S. Treasury securities ....................................................................... | 1779       643,271 | 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed                      | ////////////////// |
    securities) .................................................................................... | 1785             0 | 11.
12. Securities issued by states and political subdivisions in the U.S. ............................. | 1786           590 | 12.
13. Mortgage-backed securities:                                                                      | ////////////////// |
    a. Pass-through securities:                                                                      | ////////////////// |
       (1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................................ | 1787     1,508,959 | 13.a.(1)
       (2) Privately-issued ........................................................................ | 1869             0 | 13.a.(2)
    b. CMOs and REMICs:                                                                              | ////////////////// |
       (1) Issued by FNMA and FHLMC ................................................................ | 1877       474,517 | 13.b.(1)
       (2) Privately-issued ........................................................................ | 2253        15,112 | 13.b.(2)
14. Other domestic debt securities ................................................................. | 3159       288,779 | 14.
15. Foreign debt securities ........................................................................ | 3160         1,235 | 15.
16. Equity securities:                                                                               | ////////////////// |
    a. Investments in mutual funds ................................................................. | 3161             0 | 16.a.
    b. Other equity securities with readily determinable fair values ............................... | 3162             0 | 16.b.
    c. All other equity securities ................................................................. | 3169        43,387 | 16.c.
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) .......... | 3170     2,975,850 | 17.
                                                                                                     ______________________

Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
                                                                                                     ______________________
                                                                         Dollar Amounts in Thousands | RCON  Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
   EITHER                                                                                            | ////////////////// |
1. Net due from the IBF of the domestic offices of the reporting bank .............................. | 3051           N/A | M.1.
   OR                                                                                                | ////////////////// |
2. Net due to the IBF of the domestic offices of the reporting bank ................................ | 3059           N/A | M.2.
                                                                                                     ______________________
</TABLE>
 
                                       22


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-13
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-I--Selected Assets and Liabilities of IBFs

To be completed only by banks with IBFs and other "foreign" offices.
<S>                                                                            <C>                    <C>                 <C> 
                                                                                                                __________
                                                                                                                 |  C445  | (-
                                                                                                     ____________ ________
                                                                         Dollar Amounts in Thousands | RCFN  Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) .................. | 2133           N/A | 1.
 2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I, item 12,    | ////////////////// |
    column A) ...................................................................................... | 2076           N/A | 2.
 3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4, column A) ..... | 2077           N/A | 3.
 4. Total IBF liabilities (component of Schedule RC, item 21) ...................................... | 2898           N/A | 4.
 5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E,          | ////////////////// |
    part II, items 2 and 3) ........................................................................ | 2379           N/A | 5.
 6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6) ...... | 2381           N/A | 6.

Schedule RC-K--Quarterly Averages (1)
                                                                                                                __________
                                                                                                                |  C455  |  (-
                                                                                               _________________ ________
                                                                   Dollar Amounts in Thousands | /////////  Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
ASSETS                                                                                         | /////////////////////// |
 1. Interest-bearing balances due from depository institutions ............................... | RCFD 3381         5,011 |  1.
 2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2) ....... | RCFD 3382     2,547,917 |  2.
 3. Securities issued by states and political subdivisions in the U.S.(2) .................... | RCFD 3383           618 |  3.
 4. a. Other debt securities(2) .............................................................. | RCFD 3647       291,657 |  4.a.
    b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . | RCFD 3648        43,187 |  4.b.
 5. Federal funds sold and securities purchased under agreements to resell in domestic offices | /////////////////////// |
    of the bank and of its Edge and Agreement subsidiaries, and in IBFs ...................... | RCFD 3365     4,112,124 |  5.
 6. Loans:                                                                                     | /////////////////////// |
    a. Loans in domestic offices:                                                              | /////////////////////// |
       (1) Total loans ....................................................................... | RCON 3360     9,142,738 |  6.a.(1)
       (2) Loans secured by real estate ...................................................... | RCON 3385     2,114,330 |  6.a.(2)
       (3) Loans to finance agricultural production and other loans to farmers ............... | RCON 3386        89,121 |  6.a.(3)
       (4) Commercial and industrial loans ................................................... | RCON 3387     3,920,930 |  6.a.(4)
       (5) Loans to individuals for household, family, and other personal expenditures ....... | RCON 3388     1,401,685 |  6.a.(5)
       (6) Obligations (other than securities and leases) of states and political subdivisions | /////////////////////// |
           in the U.S. ....................................................................... | RCON 3389        73,657 |  6.a.(6)
    b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs ............. | RCFN 3360       173,596 |  6.b.
 7. Assets held in trading accounts .......................................................... | RCFD 3401        70,539 |  7.
 8. Lease financing receivables (net of unearned income) ..................................... | RCFD 3484       211,267 |  8.
 9. Total assets ............................................................................. | RCFD 3368    19,856,739 |  9.
LIABILITIES                                                                                    | /////////////////////// |
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts,     | /////////////////////// |
    and telephone and preauthorized transfer accounts) (exclude demand deposits) ............. | RCON 3485     2,043,067 | 10.
11. Nontransaction accounts in domestic offices:                                               | /////////////////////// |
    a. Money market deposit accounts (MMDAs) ................................................. | RCON 3486     1,482,065 | 11.a.
    b. Other savings deposits ................................................................ | RCON 3487     3,017,373 | 11.b.
    c. Time certificates of deposit of $100,000 or more ...................................... | RCON 3345       873,340 | 11.c.
    d. All other time deposits ............................................................... | RCON 3469     2,682,293 | 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs .. | RCFN 3404       398,354 | 12.
13. Federal funds purchased and securities sold under agreements to repurchase in domestic     | /////////////////////// |
    offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs .............. | RCFD 3353       715,846 | 13.
14. Other borrowed money ..................................................................... | RCFD 3355        76,692 | 14.
                                                                                               ___________________________

_____________
(1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or
    (2) an average of weekly figures (i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized cost.
(3) Quarterly averages for all equity securities should be based on historical cost.
</TABLE>
 
                                       23


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-14
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-L--Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L.  Some of the amounts
reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.

<S>                                                                                               <C>        <C>            <C>  
                                                                                                               __________
                                                                                                                |  C460  |  (-
                                                                                                    ____________ ________
                                                                        Dollar Amounts in Thousands | RCFD  Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
 1. Unused commitments:                                                                             | ////////////////// |
    a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home           | ////////////////// |
       equity lines ............................................................................... | 3814             0 |  1.a.
    b. Credit card lines .......................................................................... | 3815             0 |  1.b.
    c. Commercial real estate, construction, and land development:                                  | ////////////////// |
       (1) Commitments to fund loans secured by real estate ....................................... | 3816       175,141 |  1.c.(1)
       (2) Commitments to fund loans not secured by real estate ................................... | 6550        86,736 |  1.c.(2)
    d. Securities underwriting .................................................................... | 3817             0 |  1.d.
    e. Other unused commitments ................................................................... | 3818     6,243,833 |  1.e.
 2. Financial standby letters of credit and foreign office guarantees ............................. | 3819     1,104,325 |  2.
                                                                         ___________________________
    a. Amount of financial standby letters of credit conveyed to others  | RCFD 3820 |       71,651 | ////////////////// |  2.a.
                                                                         ___________________________
 3. Performance standby letters of credit and foreign office guarantees ........................... | 3821        91,318 |  3.
    a. Amount of performance standby letters of credit conveyed to                                  | ////////////////// |
                                                                         ___________________________
       others .......................................................... | RCFD 3822 |        5,389 | ////////////////// |  3.a.
                                                                         ___________________________
 4. Commercial and similar letters of credit ...................................................... | 3411       228,326 |  4.
 5. Participations in acceptances (as described in the instructions) conveyed to others by          | ////////////////// |
    the reporting bank ............................................................................ | 3428             0 |  5.
 6. Participations in acceptances (as described in the instructions) acquired by the reporting      | ////////////////// |
    (nonaccepting) bank ........................................................................... | 3429             0 |  6.
 7. Securities borrowed ........................................................................... | 3432             0 |  7.
 8. Securities lent (including customers' securities lent where the customer is indemnified         | ////////////////// |
    against loss by the reporting bank) ........................................................... | 3433         6,473 |  8.
 9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold      | ////////////////// |
    for Call Report purposes:                                                                       | ////////////////// |
    a. FNMA and FHLMC residential mortgage loan pools:                                              | ////////////////// |
       (1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3650             0 |  9.a.(1)
       (2) Amount of recourse exposure on these mortgages as of the report date ................... | 3651             0 |  9.a.(2)
    b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools:               | ////////////////// |
       (1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3652             0 |  9.b.(1)
       (2) Amount of recourse exposure on these mortgages as of the report date ................... | 3653             0 |  9.b.(2)
    c. Farmer Mac agricultural mortgage loan pools:                                                 | ////////////////// |
       (1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3654             0 |  9.c.(1)
       (2) Amount of recourse exposure on these mortgages as of the report date ................... | 3655             0 |  9.c.(2)
10. When-issued securities:                                                                         | ////////////////// |
    a. Gross commitments to purchase .............................................................. | 3434        17,339 | 10.a.
    b. Gross commitments to sell .................................................................. | 3435        20,995 | 10.b.
11. Interest rate contracts (exclude when-issued securities):                                       | ////////////////// |
    a. Notional value of interest rate swaps ...................................................... | 3450     5,228,389 | 11.a.
    b. Futures and forward contracts .............................................................. | 3823     1,036,450 | 11.b.
    c. Option contracts (e.g., options on Treasuries):                                              | ////////////////// |
       (1) Written option contracts ............................................................... | 3824       330,476 | 11.c.(1)
       (2) Purchased option contracts ............................................................. | 3825     1,330,476 | 11.c.(2)
12. Foreign exchange rate contracts:                                                                | ////////////////// |
    a. Notional value of exchange swaps (e.g., cross-currency swaps) .............................. | 3826             0 | 12.a.
    b. Commitments to purchase foreign currencies and U.S. dollar exchange (spot, forward,          | ////////////////// |
       and futures) ............................................................................... | 3415     1,037,599 | 12.b.
    c. Option contracts (e.g., options on foreign currency):                                        | ////////////////// |
       (1) Written option contracts ............................................................... | 3827        21,110 | 12.c.(1)
       (2) Purchased option contracts ............................................................. | 3828        21,110 | 12.c.(2)
                                                                                                    ______________________
</TABLE>
 

                                       24


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-15
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________


Schedule RC-L--Continued
<S>                                                                                               <C>        <C>            <C>  
                                                                                                                __________
                                                                                                                |  C461  |  (-
                                                                                                    ____________ ________
                                                                        Dollar Amounts in Thousands | RCFD  Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
13. Contracts on other commodities and equities:                                                    | ////////////////// |
    a. Notional value of other swaps (e.g., oil swaps) ............................................ | 3829        34,242 | 13.a.
    b. Futures and forward contracts (e.g., stock index and commodity--precious metals,             | ////////////////// |
       wheat, cotton, livestock--contracts) ....................................................... | 3830             0 | 13.b.
    c. Option contracts (e.g., options on commodities, individual stocks and stock indexes):        | ////////////////// |
       (1) Written option contracts ............................................................... | 3831             0 | 13.c.(1)
       (2) Purchased option contracts ............................................................. | 3832             0 | 13.c.(2)
14. All other off-balance sheet liabilities (itemize and describe each component of this item       | ////////////////// |
    over 25% of Schedule RC, item 28, "Total equity capital") ..................................... | 3430             0 | 14.
                                                                                                    | ////////////////// |
       _____________                                                      __________________________
    a. | TEXT 3555 |______________________________________________________| RCFD 3555 |             | ////////////////// | 14.a.
        ___________                                                                                 
    b. | TEXT 3556 |______________________________________________________| RCFD 3556 |             | ////////////////// | 14.b.
        ___________                                                                                 
    c. | TEXT 3557 |______________________________________________________| RCFD 3557 |             | ////////////////// | 14.c.
       _____________                                                                                
    d. | TEXT 3558 |______________________________________________________| RCFD 3558 |             | ////////////////// | 14.d.
       _____________                                                      __________________________       
15. All other off-balance sheet assets (itemize and describe each component of this item            | ////////////////// |
    over 25% of Schedule RC, item 28, "Total equity capital") ..................................... | 5591             0 | 15.
                                                                                                    | ////////////////// |
       _____________                                                      __________________________
    a. | TEXT 5592 |______________________________________________________| RCFD 5592 |             | ////////////////// | 15.a.
        ___________                                                                                 
    b. | TEXT 5593 |______________________________________________________| RCFD 5593 |             | ////////////////// | 15.b.
        ___________                                                                                 
    c. | TEXT 5594 |______________________________________________________| RCFD 5594 |             | ////////////////// | 15.c.
       _____________                                                                                
    d. | TEXT 5595 |______________________________________________________| RCFD 5595 |             | ////////////////// | 15.d.
       _____________                                                      ________________________________________________
                                                                          
Memoranda
                                                                                                    ______________________
                                                                        Dollar Amounts in Thousands | RCFD  Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
 1. Not applicable                                                                                  | ////////////////// |
 2. Not applicable                                                                                  | ////////////////// |
 3. Unused commitments with an original maturity exceeding one year that are reported in            | ////////////////// |
    Schedule RC-L, items 1.a through 1.e, above (report only the unused portions of commitments     | ////////////////// |
    that are fee paid or otherwise legally binding) ............................................... | 3833     3,790,294 | M.3.
    a. Participations in commitments with an original maturity                                      | ////////////////// |
                                                                         ___________________________
       exceeding one year conveyed to others ........................... | RCFD 3834 |      117,051 | ////////////////// | M.3.a.
                                                                         ___________________________
 4. To be completed only by banks with $1 billion or more in total assets:                          | ////////////////// |
    Standby letters of credit and foreign office guarantees (both financial and performance) issued | ////////////////// |
    to non-U.S. addressees (domicile) included in Schedule RC-L, items 2 and 3, above ............. | 3377        37,344 | M.4.
 5. To be completed for the September report only:                                                  | ////////////////// |
    Installment loans to individuals for household, family, and other personal expenditures that    | ////////////////// |
    have been securitized and sold without recourse (with servicing retained), amounts              | ////////////////// |
    outstanding by type of loan:                                                                    | ////////////////// |
    a. Loans to purchase private passenger automobiles ............................................ | 2741           N/A | M.5.a.
    b. Credit cards and related plans ............................................................. | 2742           N/A | M.5.b.
    c. All other consumer installment credit (including mobile home loans) ........................ | 2743           N/A | M.5.c.
                                                                                                    ______________________

</TABLE>
 
                                       25


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-16
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-M--Memoranda

                                                                                                                  __________
                                                                                                                  |  C465  | (-
                                                                                                      ____________ ________
                                                                          Dollar Amounts in Thousands | RCFD  Bil Mil Thou |
______________________________________________________________________________________________________ ____________________
<S>                                                                                                     <C>   <C>            <C> 
1. Extensions of credit by the reporting bank to its executive officers, directors, principal         | ////////////////// |
   shareholders, and their related interests as of the report date:                                   | ////////////////// |
   a. Aggregate amount of all extensions of credit to all executive officers, directors, principal    | ////////////////// |
      shareholders, and their related interests ..................................................... | 6164        61,242 | 1.a.
   b. Number of executive officers, directors, and principal shareholders to whom the amount of all   | ////////////////// |
      extensions of credit by the reporting bank (including extensions of credit to                   | ////////////////// |
      related interests) equals or exceeds the lesser of $500,000 or 5 percent                 Number | ////////////////// |
                                                                          ____________________________
      of total capital as defined for this purpose in agency regulations. | RCFD 6165 |             7 | ////////////////// | 1.b.
                                                                          ____________________________
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches          | ////////////////// |
   and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b) .................... | 3405             0 | 2.
3. Not applicable.                                                                                    | ////////////////// |
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others         | ////////////////// |
   (include both retained servicing and purchased servicing):                                         | ////////////////// |
   a. Mortgages serviced under a GNMA contract ...................................................... | 5500             0 | 4.a.
   b. Mortgages serviced under a FHLMC contract:                                                      | ////////////////// |
      (1) Serviced with recourse to servicer ........................................................ | 5501             0 | 4.b.(1)
      (2) Serviced without recourse to servicer ..................................................... | 5502             0 | 4.b.(2)
   c. Mortgages serviced under a FNMA contract:                                                       | ////////////////// |
      (1) Serviced under a regular option contract .................................................. | 5503             0 | 4.c.(1)
      (2) Serviced under a special option contract .................................................. | 5504             0 | 4.c.(2)
   d. Mortgages serviced under other servicing contracts ............................................ | 5505             0 | 4.d.
5. To be completed only by banks with $1 billion or more in total assets:                             | ////////////////// |
   Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must        | ////////////////// |
   equal Schedule RC, item 9):                                                                        | ////////////////// |
   a. U.S. addressees (domicile) .................................................................... | 2103         6,186 | 5.a.
   b. Non-U.S. addressees (domicile) ................................................................ | 2104         2,492 | 5.b.
6. Intangible assets:                                                                                 | ////////////////// |
   a. Mortgage servicing rights ..................................................................... | 3164         4,049 | 6.a.
   b. Other identifiable intangible assets:                                                           | ////////////////// |
      (1) Purchased credit card relationships ....................................................... | 5506             0 | 6.b.(1)
      (2) All other identifiable intangible assets .................................................. | 5507       167,998 | 6.b.(2)
   c. Goodwill ...................................................................................... | 3163       417,779 | 6.c.
   d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) ........................ | 2143       589,826 | 6.d.
   e. Intangible assets that have been grandfathered for regulatory capital purposes ................ | 6442             0 | 6.e.
                                                                                                      ______________________

                                                                                                              YES       NO
                                                                                                      ______________________
7. Does your bank have any mandatory convertible debt that is part of your Tier 2 capital? .......... | 6167      |///|  X | 7.
                                                                                                       ____________________
   If yes, complete items 7.a through 7.e:                                                            | RCFD  Bil Mil Thou |
                                                                                                       ____________________
   a. Total equity contract notes, gross ............................................................ | 3290           N/A | 7.a.
   b. Common or perpetual preferred stock dedicated to redeem the above notes ....................... | 3291           N/A | 7.b.
   c. Total equity commitment notes, gross .......................................................... | 3293           N/A | 7.c.
   d. Common or perpetual preferred stock dedicated to redeem the above notes ....................... | 3294           N/A | 7.d.
   e. Total (item 7.a minus 7.b plus 7.c minus 7.d) ................................................. | 3295           N/A | 7.e.
                                                                                                      ______________________
_____________
(1) Do not report federal funds sold and securities purchased under agreements to resell with other
    commercial banks in the U.S. in this item.

</TABLE>
 

                                       26


<PAGE>
 

<TABLE> 
<CAPTION> 
 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-17
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-M--Continued

                                                                                             ___________________________
                                                                 Dollar Amounts in Thousands | /////////  Bil Mil Thou |
_____________________________________________________________________________________________ _________________________
<S>                                                                                           <C>         <C>             <C> 
 8. a. Other real estate owned:                                                              | /////////////////////// |
       (1) Direct and indirect investments in real estate ventures ......................... | RCFD 5372             0 |  8.a.(1)
       (2) All other real estate owned:                                                      | /////////////////////// |
           (a) Construction and land development in domestic offices ....................... | RCON 5508        43,398 |  8.a.(2)(a)
           (b) Farmland in domestic offices ................................................ | RCON 5509         2,961 |  8.a.(2)(b)
           (c) 1-4 family residential properties in domestic offices ....................... | RCON 5510           557 |  8.a.(2)(c)
           (d) Multifamily (5 or more) residential properties in domestic offices .......... | RCON 5511           504 |  8.a.(2)(d)
           (e) Nonfarm nonresidential properties in domestic offices ....................... | RCON 5512        59,333 |  8.a.(2)(e)
           (f) In foreign offices .......................................................... | RCFN 5513             0 |  8.a.(2)(f)
       (3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) ....... | RCFD 2150       106,753 |  8.a.(3)
    b. Investments in unconsolidated subsidiaries and associated companies:                  | /////////////////////// |
       (1) Direct and indirect investments in real estate ventures ......................... | RCFD 5374             0 |  8.b.(1)
       (2) All other investments in unconsolidated subsidiaries and associated companies ... | RCFD 5375             0 |  8.b.(2)
       (3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) ....... | RCFD 2130             0 |  8.b.(3)
    c. Total assets of unconsolidated subsidiaries and associated companies ................ | RCFD 5376             0 |  8.c.
 9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC,     | /////////////////////// |
    item 23, "Perpetual preferred stock and related surplus" ............................... | RCFD 3778             0 |  9.
10. Mutual fund and annuity sales in domestic offices during the quarter (include            | /////////////////////// |
    proprietary, private label, and third party mutual funds):                               | /////////////////////// |
    a. Money market funds .................................................................. | RCON 6441     5,766,274 | 10.a.
    b. Equity securities funds ............................................................. | RCON 8427             0 | 10.b.
    c. Debt securities funds ............................................................... | RCON 8428             0 | 10.c.
    d. Other mutual funds .................................................................. | RCON 8429             0 | 10.d.
    e. Annuities ........................................................................... | RCON 8430             0 | 10.e.
                                                                                             ___________________________
_________________________________________________________________________________________________________________________________
|                                                                                                                               |
                                                                                                  ______________________
|Memorandum                                                           Dollar Amounts in Thousands | RCFD  Bil Mil Thou |        |
 _________________________________________________________________________________________________ ____________________
|1. Interbank holdings of capital instruments (to be completed for the December report only):     | ////////////////// |        |
|   a. Reciprocal holdings of banking organizations' capital instruments ........................ | 3836           N/A | M.1.a. |
|   b. Nonreciprocal holdings of banking organizations' capital instruments ..................... | 3837           N/A | M.1.b. |
                                                                                                  ______________________
|                                                                                                                               |
_________________________________________________________________________________________________________________________________
</TABLE>
 

                                       27


<PAGE>
 

<TABLE> 
<CAPTION>
 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-18
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-N--Past Due and Nonaccrual Loans, Leases, 
               and Other Assets


The FFIEC regards the information reported in                                                                             
all of Memorandum item 1, in items 1 through 10,                                                                          
column A, and in Memorandum items 2 through 4,                                                              __________   
column A, as confidential.                                                                                  |  C470  |    (- 
                                                      __________________________________________________________________
                                                      |      (Column A)      |    (Column B)      |    (Column C)      |
                                                      |      Past due        |    Past due 90     |    Nonaccrual      |
                                                      |     30 through 89    |    days or more    |                    |
                                                      |     days and still   |     and still      |                    |
                                                      |       accruing       |     accruing       |                    |
                                                      __________________________________________________________________
                          Dollar Amounts in Thousands | RCFD  Bil Mil Thou   | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
_______________________________________________________________________________________________________________________
<S>                                                     <C>                    <C>                  <C>
 1. Loans secured by real estate:                     | //////////////////// | ////////////////// | ////////////////// |
    a. To U.S. addressees (domicile) ................ |                      | 1246        41,543 | 1247        91,683 |  1.a.
    b. To non-U.S. addressees (domicile) ............ |                      | 1249             0 | 1250             0 |  1.b.
 2. Loans to depository institutions and              | //////////////////// | ////////////////// | ////////////////// |
    acceptances of other banks:                       | //////////////////// | ////////////////// | ////////////////// |
    a. To U.S. banks and other U.S. depository        | //////////////////// | ////////////////// | ////////////////// |
       institutions ................................. |                      | 5378             0 | 5379             0 |  2.a.
    b. To foreign banks ............................. |                      | 5381             0 | 5382             0 |  2.b.
 3. Loans to finance agricultural production and      | //////////////////// | ////////////////// | ////////////////// |
    other loans to farmers .......................... |                      | 1597         1,544 | 1583         7,059 |  3.
 4. Commercial and industrial loans:                  | //////////////////// | ////////////////// | ////////////////// |
    a. To U.S. addressees (domicile) ................ |                      | 1252         6,782 | 1253        42,620 |  4.a.
    b. To non-U.S. addressees (domicile) ............ |                      | 1255           203 | 1256         1,494 |  4.b.
 5. Loans to individuals for household, family, and   | //////////////////// | ////////////////// | ////////////////// |
    other personal expenditures:                      | //////////////////// | ////////////////// | /////////////////  |
    a. Credit cards and related plans ............... |                      | 5384           250 | 5385             0 |  5.a.
    b. Other (includes single payment, installment,   | //////////////////// | ////////////////// | ////////////////// |
       and all student loans) ....................... |                      | 5387        17,464 | 5388           967 |  5.b.
 6. Loans to foreign governments and official         | //////////////////// | ////////////////// | ////////////////// |
    institutions .................................... |                      | 5390             0 | 5391             0 |  6.
 7. All other loans ................................. |                      | 5460         2,234 | 5461         4,825 |  7.
 8. Lease financing receivables:                      | //////////////////// | ////////////////// | ////////////////// |
    a. Of U.S. addressees (domicile) ................ |                      | 1258             0 | 1259           500 |  8.a.
    b. Of non-U.S. addressees (domicile) ............ |                      | 1272             0 | 1791             0 |  8.b.
 9. Debt securities and other assets (exclude other   | //////////////////// | ////////////////// | ////////////////// |
    real estate owned and other repossessed assets) . |                      | 3506             0 | 3507            29 |  9.
                                                      __________________________________________________________________ 

====================================================================================================================================
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and
leases.  Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in
items 1 through 8.

                                                      _________________________________________________________________
                                                      | RCFD  Bil Mil Thou  | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
10. Loans and leases reported in items 1              |____________________ _____________________ ____________________|
    through 8 above which are wholly or partially     | /////////////////// | ////////////////// | ////////////////// |
    guaranteed by the U.S. Government ............... |                     | 5613        52,698 | 5614        87,483 | 10.
    a. Guaranteed portion of loans and leases         | /////////////////// | ////////////////// | ////////////////// |
       included in item 10 above .................... |                     | 5616        50,447 | 5617        80,986 | 10.a.
                                                      _________________________________________________________________

</TABLE>
 
                                       28
 

<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-19
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-N--Continued

                                                                                                            _________
                                                                                                            |  C473  | (-
                                                      ______________________________________________________ _________
                                                      |    (Column A)      |    (Column B)      |    (Column C)      |
                                                      |     Past due       |    Past due 90     |    Nonaccrual      |
                                                      |   30 through 89    |    days or more    |                    |
                                                      |  days and still    |     and still      |                    |
Memoranda                                             |     accruing       |     accruing       |                    |
                                                      ____________________ _____________________ _____________________
                          Dollar Amounts in Thousands | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
______________________________________________________ ____________________ ____________________ _____________________
<S>                                                     <C>                  <C>                 <C>
 1. Restructured loans and leases included in         | ////////////////// | ////////////////// | ////////////////// |
    Schedule RC-N, items 1 through 8, above ......... |                    |                    |                    | M.1.
 2. Loans to finance commercial real estate,          | ////////////////// | ////////////////// | ////////////////// |
    construction, and land development activities     | ////////////////// | ////////////////// | ////////////////// |
    (not secured by real estate) included in          | ////////////////// | ////////////////// | ////////////////// |
    Schedule RC-N, items 4 and 7, above ............. |                    | 6559             0 | 6560           523 | M.2.
                                                       ____________________ ____________________ ____________________
 3. Loans secured by real estate in domestic offices  | RCON  Bil Mil Thou | RCON  Bil Mil Thou | RCON  Bil Mil Thou |
                                                       ____________________ ____________________ ____________________
    (included in Schedule RC-N, item 1, above):       | ////////////////// | ////////////////// | ////////////////// |
    a. Construction and land development ............ |                    | 2769         3,663 | 3492        22,831 | M.3.a.
    b. Secured by farmland .......................... |                    | 3494             0 | 3495           624 | M.3.b.
    c. Secured by 1-4 family residential properties:  | ////////////////// | ////////////////// | ////////////////// |
       (1) Revolving, open-end loans secured by       | ////////////////// | ////////////////// | ////////////////// |
           1-4 family residential properties and      | ////////////////// | ////////////////// | ////////////////// |
           extended under lines of credit ........... |                    | 5399             0 | 5400             0 | M.3.c.(1)
       (2) All other loans secured by 1-4 family      | ////////////////// | ////////////////// | ////////////////// |
           residential properties ................... |                    | 5402         4,401 | 5403         8,879 | M.3.c.(2)
    d. Secured by multifamily (5 or more)             | ////////////////// | ////////////////// | ////////////////// |
       residential properties ....................... |                    | 3500           406 | 3501         6,041 | M.3.d.
    e. Secured by nonfarm nonresidential properties . |                    | 3503        33,073 | 3504        53,308 | M.3.e.
                                                      ________________________________________________________________

                                                      ___________________________________________
                                                      |    (Column A)      |    (Column B)      |
                                                      |    Past due 30     |    Past due 90     |
                                                      |  through 89 days   |    days or more    |
                                                       ____________________ ____________________
                                                      | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
                                                       ____________________ ____________________
 4. Interest rate, foreign exchange rate, and other   | ////////////////// | ////////////////// |
    commodity and equity contracts:                   | ////////////////// | ////////////////// |
    a. Book value of amounts carried as assets ...... |                    | 3528             0 | M.4.a.
    b. Replacement cost of contracts with a           | ////////////////// | ////////////////// |
       positive replacement cost .................... |                    | 3530             0 | M.4.b.
                                                      ___________________________________________

</TABLE>
 
                                       29


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-20
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-O--Other Data for Deposit Insurance Assessments

An amended Certified Statement should be submitted to the FDIC if the amounts reported in items 1
through 10 of this schedule are amended after the semiannual Certified Statement originally covering           __________
this report date has been filed with the FDIC.                                                                 |  C475  | (-
                                                                                                   ____________ ________
                                                                      Dollar Amounts in Thousands  | RCON  Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S>                                                                                                  <C>                  <C> 
 1. Unposted debits (see instructions):                                                            | ////////////////// |
    a. Actual amount of all unposted debits ...................................................... | 0030           N/A |  1.a.
       OR                                                                                          | ////////////////// |
    b. Separate amount of unposted debits:                                                         | ////////////////// |
       (1) Actual amount of unposted debits to demand deposits ................................... | 0031             0 |  1.b.(1)
       (2) Actual amount of unposted debits to time and savings deposits(1) ...................... | 0032             0 |  1.b.(2)
 2. Unposted credits (see instructions):                                                           | ////////////////// |
    a. Actual amount of all unposted credits ..................................................... | 3510           N/A |  2.a.
       OR                                                                                          | ////////////////// |
    b. Separate amount of unposted credits:                                                        | ////////////////// |
       (1) Actual amount of unposted credits to demand deposits .................................. | 3512             0 |  2.b.(1)
       (2) Actual amount of unposted credits to time and savings deposits(1) ..................... | 3514             0 |  2.b.(2)
 3. Uninvested trust funds (cash) held in bank's own trust department (not included in total       | ////////////////// |
    deposits in domestic offices) ................................................................ | 3520             0 |  3.
 4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in           | ////////////////// |
    Puerto Rico and U.S. territories and possessions (not included in total deposits):             | ////////////////// |
    a. Demand deposits of consolidated subsidiaries .............................................. | 2211         3,039 |  4.a.
    b. Time and savings deposits(1) of consolidated subsidiaries ................................. | 2351            16 |  4.b.
    c. Interest accrued and unpaid on deposits of consolidated subsidiaries ...................... | 5514             0 |  4.c.
 5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions:              | ////////////////// |
    a. Demand deposits in insured branches (included in Schedule RC-E, Part II) .................. | 2229             0 |  5.a.
    b. Time and savings deposits(1) in insured branches (included in Schedule RC-E, Part II) ..... | 2383             0 |  5.b.
    c. Interest accrued and unpaid on deposits in insured branches                                 | ////////////////// |
       (included in Schedule RC-G, item 1.b) ..................................................... | 5515             0 |  5.c.
                                                                                                   ______________________
                                                                                                   ______________________
 Item 6 is not applicable to state nonmember banks that have not been authorized by the            | ////////////////// |
 Federal Reserve to act as pass-through correspondents.                                            | ////////////////// |
 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on       | ////////////////// |
    behalf of its respondent depository institutions that are also reflected as deposit liabilities| ////////////////// |
    of the reporting bank:                                                                         | ////////////////// |
    a. Amount reflected in demand deposits (included in Schedule RC-E, Part I,                     | ////////////////// |
       Memorandum item 4.a) ...................................................................... | 2314         1,974 |  6.a.
    b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I,        | ////////////////// |
       Memorandum item 4.b) ...................................................................... | 2315             0 |  6.b.
 7. Unamortized premiums and discounts on time and savings deposits:(1)                            | ////////////////// |
    a. Unamortized premiums ...................................................................... | 5516        12,476 |  7.a.
    b. Unamortized discounts ..................................................................... | 5517             0 |  7.b.
                                                                                                   ______________________

_______________________________________________________________________________________________________________________________
|                                                                                                                             |
|8.  To be completed by banks with "Oakar deposits."                                                                          |
                                                                                                   ______________________
|    Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) of  | ////////////////// |     |
|    the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) .... | 5518           N/A |  8. |
                                                                                                   ______________________
|                                                                                                                             |
_______________________________________________________________________________________________________________________________
                                                                                                   ______________________
 9. Deposits in lifeline accounts ................................................................ | 5596 ///////////// |  9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total            | ////////////////// |
    deposits in domestic offices) ................................................................ | 8432             0 | 10.
                                                                                                   ______________________
______________
(1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction
    accounts and all transaction accounts other than demand deposits.

</TABLE>
 
                                       30
 

<PAGE>
 


<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-21
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-O--Continued

Memoranda (to be completed each quarter except as noted)

                                                                                                  ______________________
                                                                     Dollar Amounts in Thousands  | RCON  Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S>                                                                                                 <C> 
1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1) and 1.b.(1)    | ////////////////// |
   must equal Schedule RC, item 13.a):                                                            | ////////////////// |
   a. Deposit accounts of $100,000 or less:                                                       | ////////////////// |
      (1) Amount of deposit accounts of $100,000 or less ........................................ | 2702     8,952,562 | M.1.a.(1)
      (2) Number of deposit accounts of $100,000 or less (to be                            Number | ////////////////// |
                                                                       ___________________________
          completed for the June report only) ........................ | RCON 3779 |    1,253,217 | ////////////////// | M.1.a.(2)
                                                                       ___________________________
   b. Deposit accounts of more than $100,000:                                                     | ////////////////// |
      (1) Amount of deposit accounts of more than $100,000 ...........                     Number | 2710     6,516,111 | M.1.b.(1)
                                                                       ___________________________
      (2) Number of deposit accounts of more than $100,000 ........... | RCON 2722 |       16,476 | ////////////////// | M.1.b.(2)
                                                                       _________________________________________________
2. Estimated amount of uninsured deposits in domestic offices of the bank:
   a. An estimate of your bank's uninsured deposits can be determined by multiplying the number of
      deposit accounts of more than $100,000 reported in Memorandum item 1.b.(2) above by
      $100,000 and subtracting the result from the amount of deposit accounts of more than
      $100,000 reported in Memorandum item 1.b.(1) above.

      Indicate in the appropriate box at the right whether your bank has a method or procedure for       YES        NO
                                                                                                  ______________________
      determining a better estimate of uninsured deposits than the estimate described above ..... | 6861|     |///| X  | M.2.a.
                                                                                                   ____________________
                                                                                                                     X
   b. If the box marked YES has been checked, report the estimate of uninsured deposits           | RCON  Bil Mil Thou |
                                                                                                   ____________________
      determined by using your bank's method or procedure ....................................... | 5597           N/A | M.2.b.
                                                                                                  ______________________
_____________________________________________________________________________________________________________________________
                                                                                                                   |  C477  | (-
Person to whom questions about the Reports of Condition and Income should be directed:                             __________
Karen Gatenby, Vice President                                                          (713) 216-5263
___________________________________________________________________________________    ______________________________________
Name and Title (TEXT 8901)                                                             Area code and phone number (TEXT 8902)

</TABLE>
 

                                       31



<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-22
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-R--Risk-Based Capital

This schedule must be completed by all banks as follows:  Banks that reported total assets of $1 billion or more in Schedule RC,
item 12, for June 30, 1993, must complete items 2 through 9 and Memorandum item 1.  Banks with assets of less than
$1 billion must complete items 1 through 3 below or Schedule RC-R in its entirety, depending on their response to item 1 below.
                                                                                               
                                                                                                             ____________
                                                                                                             |   C480   | (-
1. Test for determining the extent to which Schedule RC-R must be completed.  To be completed           _____ __________
   only by banks with total assets of less than $1 billion.  Indicate in the appropriate                | YES        NO |
   box at the right whether the bank has total capital greater than or equal to eight percent __________ _______________
   of adjusted total assets ............................................................... | RCFD 6056 |     |////|    | 1.
                                                                                            _____________________________
     For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government
   agency obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the allowance for loan
   and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see instructions).
     If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below.  If the box marked
   NO has been checked, the bank must complete the remainder of this schedule.
     A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight
   percent or that the bank is not in compliance with the risk-based capital guidelines.

                                                                              ___________________________________________
                                                                              |     (Column A)     |     (Column B)     |
                                                                              |Subordinated Debt(1)|       Other        |
                                                                              |  and Intermediate  |      Limited-      |
Items 2 and 3 are to be completed by all banks.                               |   Term Preferred   |    Life Capital    |
                                                                              |       Stock        |    Instruments     |
                                                                               ____________________ ____________________
                                                  Dollar Amounts in Thousands | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S>                                                                             <C>                  <C> 
2. Subordinated debt(1) and other limited-life capital instruments (original  | ////////////////// | ////////////////// |
   weighted average maturity of at least five years) with a remaining         | ////////////////// | ////////////////// |
   maturity of:                                                               | ////////////////// | ////////////////// |
   a. One year or less ...................................................... | 3780             0 | 3786             0 | 2.a.
   b. Over one year through two years ....................................... | 3781             0 | 3787             0 | 2.b.
   c. Over two years through three years .................................... | 3782             0 | 3788             0 | 2.c.
   d. Over three years through four years ................................... | 3783             0 | 3789             0 | 2.d.
   e. Over four years through five years .................................... | 3784         7,000 | 3790             0 | 2.e.
   f. Over five years ....................................................... | 3785       338,000 | 3791             0 | 2.f.
                                                                              ___________________________________________
                                                                                                   ______________________
3. Total qualifying capital (i.e., Tier 1 and Tier 2 capital) allowable under the risk-based       | RCFD  Bil Mil Thou |
                                                                                                    ____________________
   capital guidelines ............................................................................ | 3792     1,759,720 | 3.
                                                                                                   ______________________
                                                                              ___________________________________________
                                                                              |     (Column A)     |     (Column B)     |
Items 4-9 and Memorandum item 1 are to be completed                           |       Assets       |   Credit Equiv-    |
by banks that answered NO to item 1 above and                                 |      Recorded      |    alent Amount    |
by banks with total assets of $1 billion or more.                             |       on the       |   of Off-Balance   |
                                                                              |   Balance Sheet    |   Sheet Items(2)   |
                                                                               ____________________ ____________________
4. Assets and credit equivalent amounts of off-balance sheet items assigned   | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
                                                                               ____________________ ____________________
   to the Zero percent risk category:                                         | ////////////////// | ////////////////// |
   a. Assets recorded on the balance sheet:                                   | ////////////////// | ////////////////// |
      (1) Securities issued by, other claims on, and claims unconditionally   | ////////////////// | ////////////////// |
          guaranteed by, the U.S. Government and its agencies and other       | ////////////////// | ////////////////// |
          OECD central governments .......................................... | 3794     1,296,824 | ////////////////// | 4.a.(1)
      (2) All other ......................................................... | 3795       708,024 | ////////////////// | 4.a.(2)
   b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3796             0 | 4.b.
                                                                              ___________________________________________
______________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.e, "Total."
(2) Do not report in column B the risk-weighted amount of assets reported in column A.

</TABLE>
 

                                       32


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-23
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

Schedule RC-R--Continued
                                                                              ___________________________________________
                                                                              |     (Column A)     |     (Column B)     |
                                                                              |       Assets       |   Credit Equiv-    |
                                                                              |      Recorded      |    alent Amount    |
                                                                              |       on the       |   of Off-Balance   |
                                                                              |   Balance Sheet    |   Sheet Items(1)   |
                                                                               ____________________ ____________________
                                                  Dollar Amounts in Thousands | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S>                                                                             <C>                  <C> 
5. Assets and credit equivalent amounts of off-balance sheet items            | ////////////////// | ////////////////// |
   assigned to the 20 percent risk category:                                  | ////////////////// | ////////////////// |
   a. Assets recorded on the balance sheet:                                   | ////////////////// | ////////////////// |
      (1) Claims conditionally guaranteed by the U.S. Government and its      | ////////////////// | ////////////////// |
          agencies and other OECD central governments ........................| 3798       828,077 | ////////////////// | 5.a.(1)
      (2) Claims collateralized by securities issued by the U.S. Govern-      | ////////////////// | ////////////////// |
          ment and its agencies and other OECD central governments; by        | ////////////////// | ////////////////// |
          securities issued by U.S. Government-sponsored agencies; and        | ////////////////// | ////////////////// |
          by cash on deposit .................................................| 3799       158,164 | ////////////////// | 5.a.(2)
      (3) All other ..........................................................| 3800     7,501,299 | ////////////////// | 5.a.(3)
   b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3801       434,717 | 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items            | ////////////////// | ////////////////// |
   assigned to the 50 percent risk category:                                  | ////////////////// | ////////////////// |
   a. Assets recorded on the balance sheet .................................. | 3802       511,492 | ////////////////// | 6.a.
   b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3803        32,045 | 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items            | ////////////////// | ////////////////// |
   assigned to the 100 percent risk category:                                 | ////////////////// | ////////////////// |
   a. Assets recorded on the balance sheet .................................. | 3804     9,930,242 | ////////////////// | 7.a.
   b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3805     2,809,610 | 7.b.
8. On-balance sheet asset values excluded from the calculation of the         | ////////////////// | ////////////////// |
   risk-based capital ratio(2) .............................................. | 3806       109,001 | ////////////////// | 8.
9. Total assets recorded on the balance sheet (sum of                         | ////////////////// | ////////////////// |
   items 4.a, 5.a, 6.a, 7.a, and 8, column A)(must equal Schedule RC,         | ////////////////// | ////////////////// |
   item 12 plus items 4.b and 4.c) .......................................... | 3807    21,043,123 | ////////////////// | 9.
                                                                              ___________________________________________
                                                                              ___________________________________________
                                                                              |     (Column A)     |     (Column B)     |
                                                                              |      Notional      |    Replacement     |
                                                                              |      Principal     |        Cost        |
Memorandum                                                                    |        Value       |   (Market Value)   |
                                                                               ____________________ ____________________
                                                  Dollar Amounts in Thousands | RCFD  Bil Mil Thou | RCFD  Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
1. Notional principal value and replacement cost of interest rate and         | ////////////////// | ////////////////// |
   foreign exchange rate contracts (in column B, report only those            | ////////////////// | ////////////////// |
   contracts with a positive replacement cost):                               | ////////////////// | ////////////////// |
   a. Interest rate contracts (exclude futures contracts) ................... | ////////////////// | 3808       130,423 | M.1.a.
      (1) With a remaining maturity of one year or less ..................... | 3809     1,901,817 | ////////////////// | M.1.a.(1)
      (2) With a remaining maturity of over one year ........................ | 3810     5,710,837 | ////////////////// | M.1.a.(2)
   b. Foreign exchange rate contracts (exclude contracts with an original     | ////////////////// | ////////////////// |
      maturity of 14 days or less and futures contracts) .................... | ////////////////// | 3811        14,817 | M.1.b.
      (1) With a remaining maturity of one year or less ..................... | 3812       324,170 | ////////////////// | M.1.b.(1)
      (2) With a remaining maturity of over one year ........................ | 3813        41,311 | ////////////////// | M.1.b.(2)
                                                                              ___________________________________________
______________
(1) Do not report in column B the risk-weighted amount of assets reported in column A.
(2) Until a final rule on the regulatory capital treatment of net unrealized holding gains (losses) on available-for-sale
    securities that is applicable to the reporting bank has taken effect, a bank that has adopted FASB Statement No. 115 should
    include the difference between the fair value and the amortized cost of its available-for-sale securities in item 8 and report
    the amortized cost of these securities in items 4 through 7 above.  Item 8 also includes on-balance sheet asset values (or
    portions thereof) of off-balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e.g.,
    futures contracts) not subject to risk-based capital.  Exclude from item 8 margin accounts and accrued receivables as well as
    any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital.

</TABLE>
 
                              33


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926  FFIEC 031
Address:              P.O. Box 2558                                                                                       Page RC-24
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

              Optional Narrative Statement Concerning the Amounts
                Reported in the Reports of Condition and Income
                   at close of business on June 30, 1994      
<S>                                                                <C>                                 <C> 

Texas Commerce Bank National Association                           Houston                             Texas                     
_______________________________________________________________    __________________________________, ___________________________
Legal Title of Bank                                                City                                State

The  management of  the  reporting bank may, if it wishes, sub-    the  truncated  statement will  appear  as the bank's statement
mit a  brief narrative  statement  on  the amounts  reported in    both  on  agency  computerized  records  and  in  computer-file
the  Reports of Condition  and Income.  This optional statement    releases to the public.
will be made  available to the public,  along with the publicly
available data in  the Reports of  Condition and Income, in re-    All information  furnished by  the bank in the narrative state-
sponse to any  request for  individual bank  report data.  How-    ment  must be  accurate and  not misleading.   Appropriate  ef-
ever, the information  reported  in  column  A  and  in all  of    forts shall  be taken  by the  submitting bank  to  ensure  the
Memorandum item 1 of  Schedule RC-N is regarded as confidential    statement's  accuracy.  The  statement must  be signed,  in the
and  will  not  be  released to  the public.  BANKS CHOOSING TO    space  provided below,  by a  senior officer  of the  bank  who
SUBMIT  THE   NARRATIVE  STATEMENT   SHOULD  ENSURE   THAT  THE    thereby attests to its accuracy.
STATEMENT   DOES   NOT   CONTAIN    THE     NAMES    OR   OTHER
IDENTIFICATIONS    OF   INDIVIDUAL  BANK CUSTOMERS,  REFERENCES    If, subsequent  to the original  submission,  material  changes
TO   THE   AMOUNTS  REPORTED  IN  THE  CONFIDENTIAL   ITEMS  IN    are  submitted for  the data  reported in the Reports of Condi-
SCHEDULE RC-N,  OR  ANY    OTHER  INFORMATION  THAT  THEY   ARE    tion  and Income,  the existing  narrative  statement  will  be
NOT   WILLING   TO    HAVE    MADE    PUBLIC   OR   THAT  WOULD    deleted  from the files, and from  disclosure; the bank, at its
COMPROMISE  THE  PRIVACY   OF  THEIR CUSTOMERS.  Banks choosing    option, may replace  it with a  statement, under signature, ap-
not to make a statement may check  the "No comment"  box  below    propriate to the amended data.
and should make no entries of  any kind  in the space  provided
for the narrative statement;  i.e., DO NOT enter in  this space    The   optional  narrative  statement   will  appear  in  agency
such phrases as "No   statement,"   "Not  applicable,"   "N/A,"    records and  in release  to the public exactly as submitted (or
"No comment," and "None."                                          amended  as  described  in  the  preceding  paragraph)  by  the
                                                                   management  of the  bank  (except for  the truncation of state-
                                                                   ments  exceeding  the  750-character  limit  described  above).
                                                                   THE   STATEMENT   WILL  NOT   BE  EDITED  OR  SCREENED  IN  ANY
The  optional  statement  must  be entered  on this sheet.  The    WAY   BY    THE    SUPERVISORY    AGENCIES   FOR   ACCURACY  OR
statement  should not  exceed 100  words.  Further,  regardless    RELEVANCE.   DISCLOSURE  OF    THE    STATEMENT    SHALL    NOT
of the  number of  words, the  statement  must not  exceed  750    SIGNIFY    THAT   ANY    FEDERAL    SUPERVISORY    AGENCY   HAS
characters,  including  punctuation,  indentation, and standard    VERIFIED   OR   CONFIRMED   THE  ACCURACY  OF  THE  INFORMATION
spacing   between  words  and  sentences.   If  any  submission    CONTAINED   THEREIN.    A   STATEMENT   TO  THIS   EFFECT  WILL
should  exceed 750 characters, as defined, it will be truncated    APPEAR  ON  ANY  PUBLIC  RELEASE  OF  THE   OPTIONAL  STATEMENT
at  750  characters  with no  notice to the submitting bank and    SUBMITTED   BY   THE   MANAGEMENT   OF   THE   REPORTING  BANK.
_________________________________________________________________________________________________________________________________
No comment | | (RCON 6979)                                                                                    |  C471  |  C472  |(-
           ___                                                                                                ___________________

BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)




                                                    Signature of Kenneth L. Tilton appears here     July 28, 1994 
                                                    _____________________________________________   ________________________________
                                                    Signature of Executive Officer of Bank          Date of Signature
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                                       34


<PAGE>
 

<TABLE> 
<CAPTION> 
Legal Title of Bank:  Texas Commerce Bank National Association                      Call Date:   6/30/94  ST-BK: 48-3926
Address:              P.O. Box 2558                                               
City, State   Zip:    Houston, TX  77252-2558
FDIC Certificate No.: |0|3|2|6|3|
                      ___________

<S>                                                             <C> 
                     THIS PAGE IS TO BE COMPLETED BY ALL BANKS
- ----------------------------------------------------------------------------------------------------------------------------------
                    NAME AND ADDRESS OF BANK                   |                 OMB No. For  OCC:  1557-0081
                                                               |                 OMB No. For FDIC:  3064-0052
                                                               |            OMB No. For Federal Reserve: 7100-0036
                                                               |                  Expiration Date:   2/28/95
                                                               |
                        PLACE LABEL HERE                       |                        SPECIAL REPORT
                                                               |                (Dollar Amounts in Thousands)
                                                               |
                                                                __________________________________________________________________
                                                               | CLOSE OF BUSINESS  | FDIC Certificate Number  |             |
                                                               | DATE               |                          |    C-700    | (-
                                                               |         6/30/94    |    |0|3|2|6|3|           |             |
__________________________________________________________________________________________________________________________________
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
- ----------------------------------------------------------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of Condition.
With each Report of Condition, these Laws require all banks to furnish a report of all loans or other extensions of credit to their
executive officers made since the date of the previous Report of Condition. Data regarding individual loans or other extensions of
credit are not required. If no such loans or other extensions of credit were made during the period, insert "none" against subitem
(a). (Exclude the first $15,000 of indebtedness of each executive officer under bank credit card plan.) See Sections 215.2 and
215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the definitions of "executive officer"
and "extension of credit," respectively. Exclude loans and other extensions of credit to directors and principal shareholders who
are not executive officers.
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 _____________________________
a. Number of loans made to executive officers since the previous Call Report date .............. | RCFD 3561 |             0    a.
                                                                                                  ____________________________
b. Total dollar amount of above loans (in thousands of dollars) ................................ | RCFD 3562 |             0    b.
                                                                                                 _____________________________
c. Range of interest charged on above loans                            _______________________________________________________
   (example: 9 3/4% = 9.75) .......................................... | RCFD 7701 |   0.00  | %  to | RCFD 7702 |   0.00  | %  c.
                                                                       _______________________________________________________
__________________________________________________________________________________________________________________________________









__________________________________________________________________________________________________________________________________
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT                                      | DATE (Month, Day, Year)
                                                                                              |
                                                                                              |
                                                                                              |
Signature of Kenneth L. Tilton appears here                                                   |               
__________________________________________________________________________________________________________________________________
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED (TEXT 8903)                        | AREA CODE/PHONE NUMBER (TEXT 8904)
                                                                                              |
Karen Gatenby, Vice President                                                                 |      (713) 216-5263
                                                                                              |
__________________________________________________________________________________________________________________________________
FDIC 8040/53 (12-92)
</TABLE>
 

                                       35



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