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                                                                      EXHIBIT 28

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To Be Incorporated By Reference Into Forms S-8 and S-16 Registration Statement
Nos. 2-75352, 2-61660, 2-98462 and 2-75353.

UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement:

                    (i)   To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or most recent post-effective amendment thereof) which,
               individually or in the aggregate, represents a fundamental change
               in the information set forth in the registration statement;

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration statement is on Form S-3 or Form S-
               8 and the information required to be included in a post-effective
               amendment by those paragraphs is contained in periodic reports
               filed by the registrant pursuant to section 13 or section 15(d)
               of the Securities Exchange Act of 1934 that are incorporated by
               reference in the registration statement.

               (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment 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.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          (b)  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 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement 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.

          (f)  Employee plans on Form S-8.

               (1)  The undersigned registrant hereby undertakes to deliver or
          cause to be delivered with the prospectus to each employee to whom the
          prospectus is sent or given a copy of the registrant's annual report
          to stockholders for its last fiscal year, unless such employee
          otherwise has received a copy of such report, in which case the
          registrant shall state in the prospectus that it will promptly
          furnish, without charge, a copy of such report on written request of
          the employee. If the last fiscal year of the registrant has ended
          within 120 days prior to the use of the prospectus, the annual report
          of the registrant for the preceding fiscal year may be so delivered,
          but within such 120 day period the annual report for the last fiscal
          year will be furnished to each such employee.

                                  EXHIBIT 28



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               (2)  The undersigned registrant hereby undertakes to transmit or
          cause to be transmitted to all employees participating in the plan who
          do not otherwise receive such material as stockholders of the
          registrant, at the time and in the manner such material is sent to its
          stockholders, copies of all reports, proxy statements and other
          communications distributed to its stockholders generally.

               (3)  Where interests in a plan are registered herewith, the
          undersigned registrant and plan hereby undertake to transmit or cause
          to be transmitted promptly, without charge, to any participant in the
          plan who makes a written request, a copy of the then latest annual
          report of the plan filed pursuant to section 15(d) of the Securities
          Exchange Act of 1934 (Form 11-K). If such report is filed separately
          on Form 11-K, such form shall be delivered upon written request. If
          such report is filed as a part of the registrant's annual report on
          Form 10-K, that entire report (excluding exhibits) shall be delivered
          upon written request. If such report is filed as a part of the
          registrant's annual report to stockholders delivered pursuant to
          paragraph (1) or (2) of this undertaking, additional delivery shall
          not be required.

                    (i)   Insofar as indemnification of 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 that 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.









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