INDENTURE

                      ILLINOVA CORPORATION

                              AND


         THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE





                  Dated as of February 1, 1997


                           __________




                      ILLINOVA CORPORATION

   Reconciliation and Tie between Trust Indenture Act of 1939
                   and Indenture, dated as of
                        February 1, 1997


Trust Indenture
 Act Section                                         Indenture Section
----------------                                     -----------------
  310(a)(1) . . . . . . . . . . . . . . . . . . . . . . 5.8
     (a)(2) . . . . . . . . . . . . . . . . . . . . . . 5.8
     (a)(3) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
     (a)(4) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
     (b)     . . . . . . . . . . . . . . . . . . . . .  5.9; 5.12
  311(a)     . . . . . . . . . . . . . . . . . . . . .  5.13
     (b)     . . . . . . . . . . . . . . . . . . . . .  5.13
     (c)     . . . . . . . . . . . . . . . . . . . . .  Not Applicable
  312(a)     . . . . . . . . . . . . . . . . . . . . .  3.8(a)
     (b)     . . . . . . . . . . . . . . . . . . . . .  3.8(b)
     (c)     . . . . . . . . . . . . . . . . . . . . .  3.8(c)
  313(a)     . . . . . . . . . . . . . . . . . . . . .  3.10
     (b)     . . . . . . . . . . . . . . . . . . . . .  3.10
     (c)     . . . . . . . . . . . . . . . . . . . . .  3.10
     (d)     . . . . . . . . . . . . . . . . . . . . .  3.10
  314(a)     . . . . . . . . . . . . . . . . . . . . .  3.9; 3.11
     (b)     . . . . . . . . . . . . . . . . . . . . .  Not Applicable
     (c)(1) . . . . . . . . . . . . . . . . . . . . . . 10.5
     (c)(2) . . . . . . . . . . . . . . . . . . . . . . 10.5
     (c)(3) . . . . . . . . . . . . . . . . . . . . . . 10.5; 9.1
     (d)    . . . . . . . . . . . . . . . . . . . . . . Not Applicable
     (e)     . . . . . . . . . . . . . . . . . . . . .  10.5
  315(a)     . . . . . . . . . . . . . . . . . . . . .  5.1
     (b)     . . . . . . . . . . . . . . . . . . . . .  4.11; 3.10
     (c)     . . . . . . . . . . . . . . . . . . . . .  5.1
     (d)     . . . . . . . . . . . . . . . . . . . . .  5.1
     (d)(1) . . . . . . . . . . . . . . . . . . . . . . 5.1(a)
     (d)(2) . . . . . . . . . . . . . . . . . . . . . . 5.1(b)
     (d)(3) . . . . . . . . . . . . . . . . . . . . . . 5.1(c)
     (e)      . . . . . . . . . . . . . . . . . . . . . 4.12
  316(a)(1)(A)  . . . . . . . . . . . . . . . . . . . . 4.1; 4.9
     (a)(1)(B)  . . . . . . . . . . . . . . . . . . . . 4.10
     (a)(2) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
     (b)     . . . . . . . . . . . . . . . . . . . . .  4.6; 4.7
     (c)     . . . . . . . . . . . . . . . . . . . . .  Not Applicable
  317(a)(1)  . . . . . . . . . . . . . . . . . . . . .  4.2
     (a)(2)  . . . . . . . . . . . . . . . . . . . . .  4.2
     (b)      . . . . . . . . . . . . . . . . . . . . . 5.5
  318(a)      . . . . . . . . . . . . . . . . . . . . . 10.7


_____________
NOTE:     This reconciliation and tie shall not, for any purpose,
          be  deemed to be a part of the Indenture and shall  not
          have any bearing on the interpretation of its terms  or
          provisions.



                       TABLE OF CONTENTS


                           __________
                                                             Page

                           ARTICLE ONE
                           DEFINITIONS


 SECTION 1.1  Certain Terms Defined                             1
          "Assets"                                              1
          "Authenticating Agent"                                1
          "Authorized Newspaper"                                1
          "Bearer Security"                                     2
          "Board of Directors"                                  2
          "Board Resolution"                                    2
          "Business Day"                                        2
          "Commission"                                          2
          "Consolidated Capitalization"                         2
          "Consolidated Indebtedness"                           2
          "Consolidated Shareholders' Equity"                   2
          "Consolidated Subsidiary"                             2
          "Corporate Trust Office"                              2
          "Coupon"                                              2
          "Covenant Defeasance"                                 2
          "Depositary"                                          2
          "Dollar"                                              3
          "ECU"                                                 3
          "Event of Default"                                    3
          "Foreign Currency"                                    3
          "Holder"                                              3
          "Holder of Securities"                                3
          "Securityholder"                                      3
          "Illinois Power"                                      3
          "Indebtedness"                                        3
          "Indenture"                                           3
          "Interest"                                            3
          "Issuer"                                              3
          "Issuer Order"                                        3
          "Judgment Currency"                                   3
          "Non-Recourse Indebtedness"                           3
          "Officers' Certificate"                               4
          "Opinion of Counsel"                                  4
          "Original Issue Date"                                 4
          "Original Issue Discount Security"                    4
          "Outstanding"                                         4
          "Periodic Offering"                                   5
          "Person"                                              5
          "Principal"                                           5
          "Record Date"                                         5
          "Registered Global Security"                          5
          "Registered Security"                                 5
          "Required Currency"                                   5
          "Responsible Officer"                                 5
          "Security"                                            5
          "Securities"                                          5
          "Stated Maturity"                                     5
          "Subsidiary"                                          5
          "Trust Indenture Act of 1939"                         6
          "Trustee"                                             6
          "Unregistered Security"                               6
          "United States Government Obligations"                6
          "Yield to Maturity"                                   6

                              ARTICLE TWO
                               SECURITIES

 SECTION 2.1  Forms Generally                                   6
 SECTION 2.2  Form of Trustee's Certificate of Authentication   6
 SECTION 2.3  Amount Unlimited; Issuable in Series              7
 SECTION 2.4  Authentication and Delivery of Securities         9
 SECTION 2.5  Execution of Securities                          11
 SECTION 2.6  Certificate of Authentication                    11
 SECTION 2.7  Denomination and Date of Securities; 
               Payments of Interest                            12
 SECTION 2.8  Registration, Transfer and Exchange              12
 SECTION 2.9  Mutilated, Defaced, Destroyed, Lost and 
               Stolen Securities                               15
 SECTION 2.10 Cancellation of Securities; Disposition Thereof  16
 SECTION 2.11 Temporary Securities                             16

                             ARTICLE THREE  
                         COVENANTS OF THE ISSUER

 SECTION 3.1  Payment of Principal and Interest                17
 SECTION 3.2  Offices for Payments, etc.                       17
 SECTION 3.3  Appointment to Fill a Vacancy in 
               Office of Trustee                               18
 SECTION 3.4  Paying Agents                                    18
 SECTION 3.5  Written Statement to Trustee                     19
 SECTION 3.6  Limitations upon Liens                           19
 SECTION 3.7  Luxembourg Publications                          21
 SECTION 3.8  Securityholders Lists                            21
 SECTION 3.9  Reports by the Issuer                            22
 SECTION 3.10 Reports by the Trustee                           22
 SECTION 3.11 Waiver of Certain Covenants                      22

                            ARTICLE FOUR 
              REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                        ON EVENT OF DEFAULT

 SECTION 4.1  Event of Default Defined; Acceleration of 
              Maturity; Waiver of Default                     23
 SECTION 4.2  Collection of Indebtedness by Trustee; 
              Trustee May Prove Debt                          25
 SECTION 4.3  Application of Proceeds                         27
 SECTION 4.4  Suits for Enforcement                           28
 SECTION 4.5  Restoration of Rights on Abandonment of 
              Proceedings                                     28
 SECTION 4.6  Limitations on Suits by Securityholders         28
 SECTION 4.7  Unconditional Right of Securityholders to 
              Institute Certain Suits                         29
 SECTION 4.8  Powers and Remedies Cumulative; Delay or
               Omission Not Waiver of Default                 29
 SECTION 4.9  Control by Holders of Securities                29
 SECTION 4.10 Waiver of Past Defaults                         29
 SECTION 4.11 Trustee to Give Notice of Default, But  May
              Withhold in Certain Circumstances               30
 SECTION 4.12 Right of Court to Require Filing of 
              Undertaking to Pay Costs                        30

                            ARTICLE FIVE    
                       CONCERNING THE TRUSTEE

 SECTION 5.1  Duties and Responsibilities of the Trustee;
              During Default; Prior to Default                31
 SECTION 5.2  Certain Rights of the Trustee                   32
 SECTION 5.3  Trustee  Not  Responsible  for  Recitals,
              Disposition of Securities or Application of 
              Proceeds Thereof                                33
 SECTION 5.4  Trustee and Agents May Hold Securities or 
              Coupons; Collections, etc.                      33
 SECTION 5.5  Moneys Held by Trustee                          33
 SECTION 5.6  Compensation and Indemnification of Trustee 
              and Its Prior Claim                             33
 SECTION 5.7  Right of Trustee to Rely on Officers' 
              Certificate, etc.                               33
 SECTION 5.8  Persons Eligible for Appointment as Trustee     34
 SECTION 5.9  Resignation and Removal; Appointment of 
              Successor Trustee                               34
 SECTION 5.10 Acceptance of Appointment by Successor Trustee  35
 SECTION 5.11 Merger, Conversion, Consolidation or Succession 
              to Business of Trustee                          36
 SECTION 5.12 Disqualification; Conflicting Interests         36
 SECTION 5.13 Preferential Collection of Claims Against 
              the Issuer                                      37
 SECTION 5.14 Appointment of Authenticating Agent             37

                           ARTICLE SIX 
                    CONCERNING THE SECURITYHOLDERS

SECTION 6.1   Evidence of Action Taken by Securityholders     38
SECTION 6.2   Proof of Execution of Instruments and of 
              Holding of Securities                           38
SECTION 6.3   Holders to be Treated as Owners                 39
SECTION 6.4   Securities Owned by Issuer Deemed Not 
               Outstanding                                    39
SECTION 6.5   Right of Revocation of Action Taken             39

                           ARTICLE SEVEN  
                        SUPPLEMENTAL INDENTURES

SECTION 7.1   Supplemental Indentures Without Consent 
               of Securityholders                             40
SECTION 7.2   Supplemental Indentures With Consent of 
               Securityholders                                41
SECTION 7.3   Effect of Supplemental Indenture                42
SECTION 7.4   Documents to Be Given to Trustee                42
SECTION 7.5   Notation on Securities in Respect of 
              Supplemental Indentures                         42

                           ARTICLE EIGHT 
                CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 8.1   Issuer May Consolidate, etc.                   43
SECTION 8.2   Successor Corporation Substituted              43

                            ARTICLE NINE 
        SATISFACTION AND DISCHARGE OF INDENTURE;UNCLAIMED MONEYS
                                
SECTION 9.1  Satisfaction and Discharge of Indenture          44
SECTION 9.2  Application by Trustee of Funds Deposited for 
             Payment of Securities                            47
SECTION 9.3  Repayment of Moneys Held by Paying Agent         47
SECTION 9.4  Return of Moneys Held by Trustee and Paying
             Agent Unclaimed for Two Years                    48
SECTION 9.5  Indemnity for United States Government 
             Obligations                                      48
SECTION 9.6  Excess Funds                                     48

                            ARTICLE TEN 
                      MISCELLANEOUS PROVISIONS
                                
SECTION 10.1  Incorporators, Stockholders, Officers and 
              Directors of Issuer Exempt from Individual 
              Liability                                       48
SECTION 10.2  Provisions of Indenture for the Sole Benefit
              of Parties and Holders of Securities and Coupons49
SECTION 10.3  Successors and Assigns of Issuer Bound by 
              Indenture                                       49
SECTION 10.4  Notices and Demands on Issuer, Trustee  and
              Holders of Securities and Coupons               49
SECTION 10.5  Officers'  Certificates  and  Opinions  of
              Counsel; Statements to Be Contained Therein     49
SECTION 10.6  Payments Due on Saturdays, Sundays and Holidays 50
SECTION 10.7  Conflict of Any Provision of Indenture with 
              Trust Indenture Act of 1939                     50
SECTION 10.8  New York Law to Govern                          51
SECTION 10.9  Counterparts                                    51
SECTION 10.10 Effect of Headings                              51
SECTION 10.12 Judgment Currency                               51

                              ARTICLE ELEVEN 
                REDEMPTION OF SECURITIES AND SINKING FUNDS
                                
SECTION 11.1 Applicability of Article                         52
SECTION 11.2 Notice of Redemption; Partial Redemptions        52
SECTION 11.3 Payment of Securities Called for Redemption      53
SECTION 11.4 Exclusion of Certain Securities from
             Eligibility for Selection for Redemption         54
SECTION 11.5 Mandatory and Optional Sinking Funds             54

                           ARTICLE TWELVE
                  MEETINGS OF HOLDERS OF SECURITIES

SECTION 12.1 Purposes for Which Meetings May Be Called        56
SECTION 12.2 Call, Notice and Place of Meetings               56
SECTION 12.3 Persons Entitled to Vote at Meetings             57
SECTION 12.4 Quorum; Action                                   57
SECTION 12.5 Determination of Voting; Conduct and
             Adjournment of Meetings                          58
SECTION 12.6 Counting  Votes  and  Recording  Action  of
             Meetings                                         58


          THIS  INDENTURE, dated as of  February 1, 1997  between
ILLINOVA CORPORATION, an Illinois corporation (the "Issuer"), and
THE FIRST NATIONAL BANK OF CHICAGO, as trustee (the "Trustee"),

                     W I T N E S S E T H :

          WHEREAS, the Issuer has duly authorized the issue  from
time  to  time  of  its  unsecured  debentures,  notes  or  other
evidences of indebtedness to be issued in one or more series (the
"Securities") up to such principal amount or amounts as may  from
time  to time be authorized in accordance with the terms of  this
Indenture;

          WHEREAS,  the Issuer has duly authorized the  execution
and  delivery  of this Indenture to provide, among other  things,
for  the  authentication,  delivery  and  administration  of  the
Securities; and

          WHEREAS, all things necessary to make this Indenture  a
valid  indenture and agreement according to its terms  have  been
done.

          NOW,  THEREFORE, in consideration of the  premises  and
the  purchases  of  the  Securities by the holders  thereof,  the
Issuer and the Trustee mutually covenant and agree for the  equal
and proportionate benefit of the respective holders from time  to
time  of  the Securities and of the Coupons, if any, appertaining
thereto as follows:

                          ARTICLE ONE
                          DEFINITIONS

          SECTION  1.1     Certain Terms Defined.  The  following
terms  (except  as  otherwise expressly provided  or  unless  the
context  otherwise  clearly requires) for all  purposes  of  this
Indenture and of any indenture supplemental hereto shall have the
respective  meanings specified in this Article.  All other  terms
used  in  this Indenture that are defined in the Trust  Indenture
Act of 1939 or the definitions of which in the Securities Act  of
1933  are  referred  to  in  the Trust  Indenture  Act  of  1939,
including  terms defined therein by reference to  the  Securities
Act  of  1933  (except as herein otherwise expressly provided  or
unless  the context otherwise requires), shall have the  meanings
assigned  to such terms in said Trust Indenture Act and  in  said
Securities  Act  as in force at the date of this Indenture.   All
accounting terms used herein and not expressly defined shall have
the  meanings assigned to such terms in accordance with generally
accepted  accounting principles, and the term "generally accepted
accounting  principles" means such accounting principles  as  are
generally  accepted  at the time of any computation.   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.   The  terms
defined  in  this Article have the meanings assigned to  them  in
this Article and include the plural as well as the singular.

          "Assets"  shall have the meaning set forth  in  Section
3.6(b)(4).

          "Authenticating Agent" shall have the meaning set forth
in  Section 5.14.

          "Authorized Newspaper" means a newspaper (which, in the
case  of The City of New York, will, if practicable, be The  Wall
Street  Journal  (Eastern Edition), in the  case  of  the  United
Kingdom,  will,  if practicable, be the Financial  Times  (London
Edition) and, in the case of Luxembourg, will, if practicable, be
the  Luxemburger Wort) published in an official language  of  the
country of publication customarily published at least once a  day
for  at  least  five days in each calendar week  and  of  general
circulation  in The City of New York, the United  Kingdom  or  in
Luxembourg,  as  applicable.  If it shall be impractical  in  the
opinion  of  the Trustee to make any publication  of  any  notice
required  hereby in an Authorized Newspaper, any  publication  or
other  notice  in lieu thereof which is made or  given  with  the
approval of the Trustee shall constitute a sufficient publication
of such notice.

          "Bearer   Security"  means  any  Security   established
pursuant  to  Section 2.1 which is payable to bearer,  including,
without  limitation,  unless the context otherwise  indicates,  a
Security in temporary or permanent global bearer form.

          "Board   of  Directors"  means  either  the  Board   of
Directors of the Issuer or any committee of such Board  or  other
individuals duly authorized to act on its behalf.

          "Board  Resolution"  means  a  copy  of  one  or   more
resolutions, certified by the secretary or an assistant secretary
of  the  Issuer to have been duly adopted or consented to by  the
Board  of  Directors  and to be in full  force  and  effect,  and
delivered to the Trustee.

          "Business  Day" means, with respect to any Security,  a
day  that in the city (or in any of the cities, if more than one)
in  which amounts are payable, as specified in the form  of  such
Security,  is  not  a  day  on  which  banking  institutions  are
authorized or required by law or regulation to close.

          "Commission"   means   the  Securities   and   Exchange
Commission, as from time to time constituted, created  under  the
Securities  Exchange Act of 1934, or if at  any  time  after  the
execution and delivery of this Indenture 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.

          "Consolidated  Capitalization" shall have  the  meaning
set forth in Section 3.6(b)(1).

          "Consolidated Indebtedness" shall have the meaning  set
forth in Section 3.6(b)(5).

          "Consolidated  Shareholders'  Equity"  shall  have  the
meaning set forth in Section 3.6(b)(2).

          "Consolidated  Subsidiary" shall have the  meaning  set
forth in Section 3.6(b)(3).

          "Corporate  Trust  Office"  means  the  office  of  the
Trustee  at  which the corporate trust business  of  the  Trustee
shall, at any particular time, be principally administered, which
office  is,  at  the  date as of which this Indenture  is  dated,
located in the City of New York, New York.

          "Coupon"  means any interest coupon appertaining  to  a
Security.

          "Covenant Defeasance" shall have the meaning set  forth
in  Section 9.1(C).

          "Depositary"  means, with respect to the Securities  of
any  series  issuable  or  issued in the  form  of  one  or  more
Registered Global Securities, the Person designated as Depositary
by   the  Issuer  pursuant  to  Section  2.3  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 Securities of  any  such
series  shall mean the Depositary with respect to the  Registered
Global Securities of that series.

          "Dollar"  means  the  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.

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

          "Event   of  Default"  means  any  event  or  condition
specified as  such in Section 4.1.

          "Foreign  Currency"  means a  currency  issued  by  the
government of a country other than the United States.

          "Holder",  "Holder of Securities", "Securityholder"  or
other  similar  terms  mean (a) in the  case  of  any  Registered
Security, the Person in whose name such Security is registered in
the  security  register kept by the Issuer for  that  purpose  in
accordance  with  the terms hereof, and (b) in the  case  of  any
Unregistered Security, the bearer of such Security, or any Coupon
appertaining thereto, as the case may be.

          "Illinois  Power"  means  Illinois  Power  Company,   a
subsidiary of the Issuer.

          "Indebtedness" means indebtedness which  is  for  money
borrowed  from  others.   For  purposes  of  Section  3.6   only,
"Indebtedness" shall have the meaning set forth in Section 3.6.

          "Indenture"   means  this  instrument   as   originally
executed  and delivered or, if amended or supplemented as  herein
provided,  as  so  amended or supplemented  or  both,  and  shall
include  the  forms and terms of particular series of  Securities
established as contemplated hereunder.

          "Interest"   means,   when   used   with   respect   to
non-interest bearing Securities, interest payable after maturity.

          "Issuer"   means  Illinova  Corporation,  an   Illinois
corporation,  and, subject to Article Eight, its  successors  and
assigns.

          "Issuer  Order" means a written statement,  request  or
order  of  the Issuer signed in its name by the Chairman  of  the
Board,  the  President,  a  Vice  President,  a  Secretary  or  a
Treasurer of the Issuer.

          "Judgment Currency" shall have the meaning set forth in
Section 10.12.

          "Non-Recourse Indebtedness" means indebtedness  of  the
Issuer or Illinois Power in respect of which the recourse of  the
holder  of  such  indebtedness, whether direct  or  indirect  and
whether  contingent  or  otherwise,  is  effectively  limited  to
specified  assets,  and  with respect to which  (i)  neither  the
Issuer or Illinois Power provides any credit support, and (ii)  a
default  thereunder  will  not result  in  a  default  under  any
Indebtedness  or  other  obligations of the  Issuer  or  Illinois
Power.



          "Officers' Certificate" means a certificate  signed  by
the Chairman of the Board, the President or a Vice President, and
by   the  Controller,  Treasurer,  an  Assistant  Treasurer,  the
Secretary  or an Assistant Secretary of the Issuer and  delivered
to  the Trustee.  Each such certificate shall comply with Section
314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 10.5, if applicable.

          "Opinion of Counsel" means an opinion in writing signed
by  legal  counsel who may be an employee of or  counsel  to  the
Issuer  and who shall be satisfactory to the Trustee.  Each  such
opinion shall comply with Section 314 of the Trust Indenture  Act
of  1939 and include the statements provided for in Section 10.5,
if applicable.

          "Original  Issue  Date"  of any  Security  (or  portion
thereof)  means the earlier of (a) the date of such  Security  or
(b)  the date of any Security (or portion thereof) for which such
Security  was issued (directly or indirectly) on registration  of
transfer, exchange or substitution.

          "Original  Issue Discount Security" means any  Security
which  is  issued  at  a  price lower than the  principal  amount
payable upon the Stated Maturity thereof and that provides for an
amount  less  than the principal amount thereof  to  be  due  and
payable  upon  a  declaration  of acceleration  of  the  maturity
thereof pursuant to Section 4.1.

          "Outstanding"  when used with reference to  Securities,
shall, subject to the provisions of Section 6.4, mean, as of  any
particular  time, all Securities authenticated and  delivered  by
the Trustee under this Indenture, except:

          (a)  securities theretofore canceled by the Trustee  or
delivered to the Trustee for cancellation;

          (b)   securities, or portions thereof, for the  payment
or   redemption  of  which  moneys or  United  States  Government
Obligations  (as  provided for in Section 9.1) in  the  necessary
amount  shall  have been deposited in trust with the  Trustee  or
with  any paying agent (other than the Issuer), provided that  if
such Securities, or portions thereof, are to be redeemed prior to
the  maturity thereof, notice of such redemption shall have  been
given  as  herein  provided,  or provision  satisfactory  to  the
Trustee shall have been made for giving such notice; and

          (c)   securities  which  shall have  been  paid  or  in
substitution   for  which  other  Securities  shall   have   been
authenticated and delivered  pursuant to the terms of Section 2.9
(except  with  respect to any such  Security as  to  which  proof
satisfactory  to the Trustee is presented that such  Security  is
held  by a Person in whose hands such Security is a legal,  valid
and binding obligation of the Issuer).

          In  determining  whether the Holders of  the  requisite
principal  amount of Outstanding Securities of any or all  series
have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or whether a quorum is present  at  a
meeting of Holders of Securities, (1) the principal amount of  an
Original  Issue  Discount Security that shall  be  deemed  to  be
Outstanding  for  such  purposes  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 4.1, and (2) the  principal
amount  of  a  Security  denominated in  a  foreign  currency  or
currencies, including composite currencies, shall be  the  Dollar
equivalent, determined on the date of original issuance  of  such
Security  in the manner provided as contemplated by Section  2.3,
of  the  principal amount (or, in the case of an  Original  Issue
Discount  Security, the Dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in
clause (1) above) of such Security.

          "Periodic Offering" means an offering of Securities  of
a  series  from  time  to  time,  the  specific  terms  of  which
Securities, including, without limitation, the rate or  rates  of
interest,  if  any,  thereon, the stated maturity  or  maturities
thereof  and  the  redemption provisions, if  any,  with  respect
thereto,  are to be determined by the Issuer or its  agents  upon
the issuance of such Securities.

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

          "Principal"  whenever  used  with  reference   to   the
Securities  or  any  Security or any portion  thereof,  shall  be
deemed to include "and premium, if any".

          "Record  Date"  shall  have the meaning  set  forth  in
Section 2.7.

          "Registered   Global  Security",   means   a   Security
evidencing  all  or a part of a series of Registered  Securities,
issued  to  the  Depositary for such series  in  accordance  with
Section 2.4, and bearing the legend prescribed in Section 2.4.

          "Registered Security" means any Security registered  on
the Security register of the Issuer.

          "Required Currency" shall have the meaning set forth in
Section 10.12.

          "Responsible  Officer" when used with  respect  to  the
Trustee  means the chairman of the board of directors,  any  vice
chairman  of  the board of directors, the chairman of  the  trust
committee,  the  chairman of the executive  committee,  any  vice
chairman  of  the  executive committee, the president,  any  vice
president,  (whether or not designated by numbers or words  added
before  or  after  the title "vice president") the  cashier,  the
secretary,  the  treasurer, any trust officer, any  senior  trust
officer,   any  assistant  trust  officer,  any  assistant   vice
president,  any  assistant cashier, any assistant secretary,  any
assistant treasurer, or any other officer or assistant officer of
the  Trustee  customarily performing functions similar  to  those
performed  by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter  is  referred
because  of  his knowledge of and familiarity with the particular
subject.

          "Security"  or "Securities" has the meaning  stated  in
the  first  recital of this Indenture, or, as the  case  may  be,
Securities that have been authenticated and delivered under  this
Indenture.

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

          "Subsidiary"  means any Person at least a  majority  of
the  outstanding securities of which having ordinary voting power
shall  be  owned  by  the  Issuer and/or  another  Subsidiary  or
Subsidiaries.

          "Trust  Indenture  Act  of 1939" (except  as  otherwise
provided  in Sections 7.1 and 7.2) means the Trust Indenture  Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, as
in  force  at the date as of which this Indenture was  originally
executed.

          "Trustee"  means the Person identified as "Trustee"  in
the  first  paragraph hereof and, subject to  the  provisions  of
Article   Five,   shall  also  include  any  successor   trustee.
"Trustee"  shall also 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 Securities  of  any
series  shall mean the trustee with respect to the Securities  of
such series.

          "Unregistered Security" means any Security other than a
Registered Security.

          "United  States Government Obligations" shall have  the
meaning set  forth in Section 9.1(A).

          "Yield  to Maturity" means the yield to maturity  on  a
series of Securities, calculated at the time of issuance of  such
series, or, if applicable, at the most recent redetermination  of
interest  on  such  series,  and calculated  in  accordance  with
accepted financial practice.


                          ARTICLE TWO
                          SECURITIES

          SECTION 2.1    Forms Generally.  The Securities of each
series  and the Coupons, if any, to be attached thereto shall  be
substantially in such form (not inconsistent with this Indenture)
as  shall  be  established by or pursuant to one  or  more  Board
Resolutions (as set forth in a Board Resolution or, to the extent
established  pursuant  to  rather  than  set  forth  in  a  Board
Resolution,    an    Officers'   Certificate    detailing    such
establishment) or in one or more indentures supplemental  hereto,
in   each  case  with  such  appropriate  insertions,  omissions,
substitutions and other variations as are required  or  permitted
by  this Indenture and may have imprinted or otherwise reproduced
thereon  such legend or legends or endorsements, not inconsistent
with  the  provisions of this Indenture, as may  be  required  to
comply  with  any  law or with any rules or regulations  pursuant
thereto,  or  with  any rules of any securities  exchange  or  to
conform  to  general  usage, all as  may  be  determined  by  the
officers  executing  such  Securities and  Coupons,  if  any,  as
evidenced by their execution of such Securities and Coupons.

          The definitive Securities and Coupons, if any, shall be
printed,  lithographed or engraved on steel engraved  borders  or
may  be  produced in any other manner, all as determined  by  the
officers  executing  such  Securities and  Coupons,  if  any,  as
evidenced  by their execution of such Securities and Coupons,  if
any.

          SECTION   2.2     Form  of  Trustee's  Certificate   of
Authentication.  The Trustee's certificate of  authentication  on
all Securities shall be in substantially the following form:

          "This  is  one  of the Securities referred  to  in  the
within-mentioned Indenture.

                                  
                                   --------------------------------- 
                                   as Trustee

                                   By ------------------------------
                                        Authorized Signatory"

          If  at  any time there shall be an Authenticating Agent
appointed  with  respect to any series of  Securities,  then  the
Securities of such series may have endorsed thereon, in  addition
to  or in lieu of the Trustee's certificate of authentication  to
be  borne  by  the Securities of each such series, an alternative
Certificate of Authentication substantially as follows:

          "This  is  one  of the Securities referred  to  in  the
within-mentioned Indenture.


                                   ------------------------------,
                                   as Trustee

                                   By ---------------------------,
                                        as Authenticating Agent

                                   By ---------------------------
                                        Authorized Officer"

          SECTION  2.3    Amount Unlimited; Issuable  in  Series.
The  aggregate  principal  amount  of  Securities  which  may  be
authenticated  and delivered under this Indenture  is  unlimited.
The Securities may be issued in one or more series, and each such
series shall rank equally and pari passu with all other unsecured
and  unsubordinated  debt of the Issuer, unless  the  Issuer   is
required to secure the Securities pursuant to the debt provisions
described  under Article III.  There shall be established  in  or
pursuant  to  one or more Board Resolutions (and, to  the  extent
established  pursuant  to  rather  than  set  forth  in  a  Board
Resolution,   in   an   Officers'  Certificate   detailing   such
establishment)   or  established  in  one  or   more   indentures
supplemental hereto, prior to the initial issuance of  Securities
of any series:

          (1)   the  designation of the Securities of the series,
     which  shall  distinguish the Securities of the series  from
     the Securities of all other series;

          (2)   any limit upon the aggregate principal amount  of
     the  Securities of the series that may be authenticated  and
     delivered   under  this  Indenture  (except  for  Securities
     authenticated  and delivered upon registration  of  transfer
     of,  or in exchange for, or in lieu of, other Securities  of
     the series pursuant to Section 2.8, 2.9, 2.11, 7.5 or 11.3);

          (3)   if  other than Dollars, the coin or  currency  in
     which   the   Securities  of  that  series  are  denominated
     (including,  but  not  limited to, any Foreign  Currency  or
     ECU);

          (4)   the date or dates on which the principal  of  the
     Securities of the series is payable;

          (5)   the rate or rates at which the Securities of  the
     series  shall bear interest, if any, the date or dates  from
     which  such  interest shall accrue, on which  such  interest
     shall  be payable and (in the case of Registered Securities)
     on  which  a record shall be taken for the determination  of
     Holders  to  whom interest is payable and/or the  method  by
     which  such  rate  or  rates  or  date  or  dates  shall  be
     determined  and  (if different) the rate  or  rates  payable
     following a default thereunder;

          (6)  the place or places where the principal of and any
     interest  on  Securities of the series shall be payable  (if
     other than as provided in Section 3.2);

          (7)   the  right,  if  any, of  the  Issuer  to  redeem
     Securities,  in  whole or in part, at  its  option  and  the
     period or periods within which, the price or prices at which
     and  any terms and conditions upon which Securities  of  the
     series  may be so redeemed, pursuant to any sinking fund  or
     otherwise;

          (8)   the  obligation, if any, of the Issuer to redeem,
     repurchase or repay Securities of the series pursuant to any
     mandatory  redemption, sinking fund or analogous  provisions
     or at the option of a Holder thereof and the price or prices
     at  which  and  the period or periods within which  and  any
     terms  and  conditions upon which Securities of  the  series
     shall  be  redeemed, repurchased or repaid, in whole  or  in
     part, pursuant to such obligation;

          (9)   if  other  than denominations of $1,000  and  any
     integral   multiple  thereof  in  the  case  of   Registered
     Securities, or $1,000 and $5,000 in the case of Unregistered
     Securities,  the  denominations in which Securities  of  the
     series shall be issuable;

          (10) if an Original Issue Discount Security, the method
     of  calculation  of  the  amount of  the  principal  of  the
     Securities  of  the  series  which  shall  be  payable  upon
     declaration of acceleration of the maturity thereof;

          (11)  if  other than the coin or currency in which  the
     Securities  of  that  series are denominated,  the  coin  or
     currency in which payment of the principal of or interest on
     the Securities of such series shall be payable;

          (12)  if the principal of or interest on the Securities
     of  such  series are to be payable, at the election  of  the
     Issuer or a Holder thereof, in a coin or currency other than
     that in which the Securities are denominated, the period  or
     periods  within  which, and the terms  and  conditions  upon
     which, such election may be made;

          (13)  if  the  amount of payments of principal  of  and
     interest  on the Securities of the series may be  determined
     with reference to an index based on a coin or currency other
     than  that  in  which  the  Securities  of  the  series  are
     denominated,  the  manner in which  such  amounts  shall  be
     determined;

          (14)  whether  the  Securities of the  series  will  be
     issuable  as Registered Securities (and if so, whether  such
     Securities will be issuable as Registered Global Securities)
     or Unregistered Securities (with or without Coupons), or any
     combination of the foregoing, any restrictions applicable to
     the  offer,  sale or delivery of Unregistered Securities  or
     the  payment  of  interest thereon and,  if  other  than  as
     provided  in  Section 2.8, the terms upon which Unregistered
     Securities  of  any series may be exchanged  for  Registered
     Securities of such series and vice versa;

          (15)  whether and under what circumstances  the  Issuer
     will  pay additional amounts on the Securities of the series
     held  by  a  Person  who is not a United  States  Person  in
     respect  of  any  tax,  assessment  or  governmental  charge
     withheld  or  deducted and, if so, whether the  Issuer  will
     have  the  option to redeem such Securities rather than  pay
     such additional amounts;

          (16)  if  the  Securities of  such  series  are  to  be
     issuable in definitive form (whether upon original issue  or
     upon  exchange of a temporary Security of such series)  only
     upon  receipt of certain certificates or other documents  or
     satisfaction of other conditions, the form and terms of such
     certificates, documents or conditions;

          (17)  any  trustees,  depositaries,  authenticating  or
     paying  agents, transfer agents or registrars or  any  other
     agents with respect to the Securities of such series;

          (18)  any  other  Events of Default or  covenants  with
     respect to the Securities of such series; and

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

          All  Securities of any one series and Coupons, if  any,
appertaining thereto, shall be substantially identical, except in
the   case  of  Registered  Securities  as  to  denomination  and
securities  issued  in  a periodic offering  and  except  as  may
otherwise  be provided by or pursuant to the Board Resolution  or
Officers'  Certificate referred to above or as set forth  in  any
such  indenture supplemental hereto. All Securities  of  any  one
series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if  so
provided  by or pursuant to such Board Resolution, such Officers'
Certificate or in any such indenture supplemental hereto.

          SECTION   2.4      Authentication   and   Delivery   of
Securities.   The  Issuer may deliver Securities  of  any  series
having attached thereto appropriate Coupons, if any, executed  by
the  Issuer to the Trustee for authentication together  with  the
applicable documents referred to below in this Section,  and  the
Trustee  shall thereupon authenticate and deliver such Securities
to or upon the order of the Issuer (contained in the Issuer Order
referred to below in this Section) or pursuant to such procedures
acceptable  to  the  Trustee and to such  recipients  as  may  be
specified  from  time to time by an Issuer Order.   The  maturity
date,  original issue date, interest rate and any other terms  of
the  Securities of such series and Coupons, if any,  appertaining
thereto  shall be specified in or pursuant to such  Issuer  Order
and  procedures.  If provided for in such procedures, such Issuer
Order may authorize authentication and delivery pursuant to  oral
instructions from the Issuer or its duly authorized agent,  which
instructions  shall  be  promptly  confirmed  in   writing.    In
authenticating  such  Securities  and  accepting  the  additional
responsibilities  under  this  Indenture  in  relation  to   such
Securities, the Trustee shall be entitled to receive (in the case
of  subparagraphs 2 and 3 below only at or before the time of the
first  request  of  the  Issuer to the  Trustee  to  authenticate
Securities of such series) and (subject to Section 5.1) shall  be
fully  protected in relying upon, unless and until such documents
have been superceded or revoked:

          (1)  an Issuer Order requesting such authentication and
     setting  forth  delivery instructions if the Securities  and
     Coupons,  if  any, are not to be delivered  to  the  Issuer,
     provided  that,  with  respect to  Securities  of  a  series
     subject to a Periodic Offering, (a) such Issuer Order may be
     delivered by the Issuer to the Trustee prior to the delivery
     to  the  Trustee  of such Securities for authentication  and
     delivery,  (b)  the Trustee shall authenticate  and  deliver
     Securities  of such series for original issue from  time  to
     time,  in  an  aggregate principal amount not exceeding  the
     aggregate  principal  amount established  for  such  series,
     pursuant  to  an  Issuer  Order or  pursuant  to  procedures
     acceptable to the Trustee as may be specified from  time  to
     time  by  an Issuer Order, (c) the maturity date  or  dates,
     original issue date or dates, interest rate or rates and any
     other terms of Securities of such series shall be determined
     by an Issuer Order or pursuant to such procedures and (d) if
     provided  for  in  such procedures, such  Issuer  Order  may
     authorize  authentication and delivery pursuant to  oral  or
     electronic  instructions  from  the  Issuer  or   its   duly
     authorized  agent  or  agents, which instructions  shall  be
     promptly confirmed in writing;

          (2)  the Board Resolution, Officers' Certificate and/or
     executed supplemental indenture referred to in Sections  2.1
     and 2.3 authorizing the issuance of the Securities and by or
     pursuant to which the forms and terms of the Securities  and
     Coupons, if any, were established; and

          (3)  at the option of the Issuer, either an Opinion  of
     Counsel, or a letter addressed to the Trustee permitting  to
     it  to rely on an enclosed Opinion of Counsel, substantially
     to the effect that:

               (a)   the forms of the Securities and Coupons,  if
          any,  have  been  duly authorized  and  established  in
          conformity with the provisions of this Indenture;

               (b)   the  terms of the Securities have been  duly
          authorized  and  established  in  conformity  with  the
          provisions of this Indenture;

               (c)  when the Securities and Coupons, if any, have
          been  executed by the Issuer and authenticated  by  the
          Trustee  in  accordance  with the  provisions  of  this
          Indenture  and delivered to and duly paid  for  by  the
          purchasers  thereof, they will have  been  duly  issued
          under  this  Indenture and will be  valid  and  legally
          binding  obligations  of  the  Issuer,  enforceable  in
          accordance  with their respective terms,  and  will  be
          entitled to the benefits of this Indenture; and

               (d)   the execution and delivery by the Issuer of,
          and  the  performance by the Issuer of its  obligations
          under,  the  Securities and Coupons, if any,  will  not
          contravene  any  provision of  applicable  law  or  the
          articles  of incorporation or by-laws of the Issuer  or
          any  agreement  or  other instrument binding  upon  the
          Issuer  or any of its Subsidiaries that is material  to
          the  Issuer  and  its Subsidiaries, considered  as  one
          enterprise,   or,  to  the  best  of   such   counsel's
          knowledge,  any  judgment,  order  or  decree  of   any
          governmental  body, agency or court having jurisdiction
          over  the  Issuer  or any Subsidiary, and  no  consent,
          approval or authorization of any governmental  body  or
          agency is required for the performance by the Issuer of
          its  obligations under the Securities and  Coupons,  if
          any,  except  such  as  are  specified  and  have  been
          obtained  and such as may be required by the securities
          or  blue  sky laws of the various states in  connection
          with the offer and sale of the Securities.

          In  rendering such opinions, such counsel  may  qualify
any   opinions  as  to  enforceability  by  stating   that   such
enforceability   may   be  limited  by  bankruptcy,   insolvency,
reorganization,  liquidation, moratorium and other  similar  laws
affecting the rights and remedies of creditors and is subject  to
general   principles  of  equity  (regardless  of  whether   such
enforceability  is considered in a proceeding  in  equity  or  at
law).   Such counsel may rely, as to all matters governed by  the
laws  of  jurisdictions and the federal law of the United States,
upon  opinions  of  other  counsel  (copies  of  which  shall  be
delivered to the Trustee), in which case the opinion shall  state
that such counsel believes he and the Trustee are entitled so  to
rely.   As  to matters governed by the Laws of the State  of  New
York,  such counsel may assume that the laws of the State of  New
York  are  identical to the laws of the State of Illinois.   Such
counsel  may  also  state that, insofar as such opinion  involves
factual  matters, he has relied, to the extent he  deems  proper,
upon  certificates of officers of the Issuer and its subsidiaries
and certificates of public officials.

          The  Trustee  shall  have  the  right  to  decline   to
authenticate and deliver any Securities under this Section if the
Trustee,  being advised by counsel, determines that  such  action
may not lawfully be taken by the Issuer or if the Trustee in good
faith  by  its board of directors or board of trustees, executive
committee,  or  a  trust committee of directors  or  trustees  or
Responsible  Officers  shall determine  that  such  action  would
expose  the Trustee to personal liability to existing Holders  or
would affect the Trustee's own rights, duties or immunities under
the Securities, this Indenture or otherwise.

          If  the Issuer shall establish pursuant to Section  2.3
that  the Securities of a series are to be issued in the form  of
one  or more Registered Global Securities, then the Issuer  shall
execute  and  the Trustee shall, in accordance with this  Section
and  the  Issuer Order with respect to such series,  authenticate
and  deliver  one or more Registered Global Securities  that  (i)
shall  represent and shall be denominated in an amount  equal  to
all  or  part of the aggregate principal amount of the Securities
of  such  series  issued  and not yet  canceled,  (ii)  shall  be
registered  in  the  name of the Depositary for  such  Registered
Global  Security or Securities or the nominee of such Depositary,
(iii)  shall  be delivered by the Trustee to such  Depositary  or
pursuant to such Depositary's instructions and (iv) shall bear  a
legend substantially to the following effect:  "Unless and  until
it  is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a
whole by the Depositary to the 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."

          Each  Depositary  must, at the time of its  designation
and  at  all  times while it serves as Depositary, be a  clearing
agency  registered under the Securities Exchange Act of 1934  and
any other applicable statute or regulation.

          SECTION 2.5    Execution of Securities.  The Securities
and,  if  applicable, each Coupon appertaining thereto  shall  be
signed on behalf of the Issuer by its Chairman of the Board,  its
President,  one   of its Vice Presidents, or its Treasurer  under
its corporate seal (except in the case of Coupons) which may, but
need  not,  be  attested.  Such signatures may be the  manual  or
facsimile  signatures of the present or any future such officers.
The  seal of the Issuer may be in the form of a facsimile thereof
and  may be impressed, affixed, imprinted or otherwise reproduced
on  the  Securities.   Typographical and other  minor  errors  or
defects  in  any  such  reproduction of  the  seal  or  any  such
signature shall not affect the validity or enforceability of  any
Security  that has been duly authenticated and delivered  by  the
Trustee.

          In case any officer of the Issuer who shall have signed
any  of the Securities or Coupons, if any, shall cease to be such
officer  before the Security or Coupon so signed (or the Security
to  which the Coupon so signed appertains) shall be authenticated
and  delivered by the Trustee or disposed of by the Issuer,  such
Security   or  Coupon  nevertheless  may  be  authenticated   and
delivered  or  disposed of as though the person who  signed  such
Security  or  Coupon  had not ceased to be such  officer  of  the
Issuer; and any Security or Coupon may be signed on behalf of the
Issuer by such persons as, at the actual date of the execution of
such  Security  or Coupon, shall be the proper  officers  of  the
Issuer,  although at the date of the execution  and  delivery  of
this Indenture any such person was not such an officer.

          SECTION  2.6     Certificate of  Authentication.   Only
such   Securities  as  shall  bear  thereon  a   certificate   of
authentication  substantially in the form  hereinbefore  recited,
executed  by the Trustee by the manual signature of  one  of  its
authorized  officers, shall be entitled to the benefits  of  this
Indenture  or be valid or obligatory for any purpose.  No  Coupon
shall  be entitled to the benefits of this Indenture or shall  be
valid  and  obligatory for any purpose until the  certificate  of
authentication  on  the Security to which such Coupon  appertains
shall  have been duly executed by the Trustee.  The execution  of
such certificate by the Trustee upon any Security executed by the
Issuer  shall  be  conclusive  evidence  that  the  Security   so
authenticated has been duly authenticated and delivered hereunder
and  that  the  Holder  is  entitled  to  the  benefits  of  this
Indenture.

          SECTION  2.7     Denomination and Date  of  Securities;
Payments  of  Interest.  The Securities of each series  shall  be
issuable  as Registered Securities or Unregistered Securities  in
denominations established as contemplated by Section 2.3 or, with
respect  to the Registered Securities of any series,  if  not  so
established, in denominations of $1,000 and any integral multiple
thereof.   If  denominations of Unregistered  Securities  of  any
series  are not so established, such Securities shall be issuable
in  denominations of $1,000 and $5,000.  The Securities  of  each
series shall be numbered, lettered or otherwise distinguished  in
such  manner  or in accordance with such plan as the officers  of
the Issuer executing the same may determine with the approval  of
the  Trustee,  as  evidenced by the execution and  authentication
thereof.

         Each Registered Security shall be dated the date of its
authentication.   Each Unregistered Security shall  be  dated  as
provided in or pursuant to the resolution or resolutions  of  the
Board of Directors of the Issuer referred to in Section 2.3.  The
Securities of each series shall bear interest, if any,  from  the
date,   and  such  interest  shall  be  payable  on  the   dates,
established as contemplated by Section 2.3.

          Unless  specifically  otherwise  provided  in  a  Board
Resolution,   Officers'  Certificate  or  indenture  supplemental
hereto provided pursuant to Section 2.3, the Person in whose name
any  Registered Security of any series is registered at the close
of  business on any record date applicable to a particular series
with  respect to any interest payment date for such series  shall
be  entitled  to  receive the interest, if any, payable  on  such
interest payment date notwithstanding any transfer or exchange of
such  Registered Security subsequent to the record date and prior
to  such  interest payment date, except if and to the extent  the
Issuer  shall default in the payment of the interest due on  such
interest  payment  date  for  such series,  in  which  case  such
defaulted  interest shall be paid to the Persons in  whose  names
Outstanding Registered Securities for such series are registered
at the close of business on a subsequent record date (which shall
be  not less than five Business Days prior to the date of payment
of  such defaulted interest) established by notice given by  mail
by  or  on  behalf  of  the Issuer to the Holders  of  Registered
Securities not less than 15 days preceding such subsequent record
date.   The  term  "record  date" as used  with  respect  to  any
interest  payment  date (except a date for payment  of  defaulted
interest)  for the Securities of any series shall mean  the  date
specified  as  such in the terms of the Registered Securities  of
such series established as contemplated by Section 2.3, or, if no
such date is so established, if such interest payment date is the
first  day  of a calendar month, the fifteenth day  of  the  next
preceding calendar month or, if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar
month, whether or not such record date is a Business Day.


          SECTION  2.8     Registration, Transfer  and  Exchange.
The Issuer will keep or cause to be kept at each office or agency
to  be maintained for the purpose as provided in Section 3.2  for
each  series of Securities a register in which, subject  to  such
reasonable  regulations as it may prescribe, it will provide  for
the  registration of Registered Securities of such series and the
registration of transfer of Registered Securities of such series.
Such register shall be in written form in the English language or
in  any  other  form capable of being converted  into  such  form
within  a reasonable time.  At all reasonable times such register
or registers shall be open for inspection by the Trustee.

          Upon  due presentation for registration of transfer  of
any  Registered  Security of any series at  any  such  office  or
agency  to  be maintained for the purpose as provided in  Section
3.2,  the Issuer shall execute and the Trustee shall authenticate
and  deliver in the name of the transferee or transferees  a  new
Registered Security or Registered Securities of the same  series,
maturity  date,  interest  rate  and  original  issue   date   in
authorized denominations for a like aggregate principal amount.

          Unregistered  Securities  (except  for  any   temporary
global  Unregistered Securities) and Coupons (except for  Coupons
attached  to any temporary global Unregistered Securities)  shall
be transferable by delivery.

          At   the  option  of  the  Holder  thereof,  Registered
Securities  of  any  series  (other  than  a  Registered   Global
Security,  except  as set forth below) may  be  exchanged  for  a
Registered  Security  or  Registered Securities  of  such  series
having  authorized denominations and an equal aggregate principal
amount,  upon  surrender  of  such Registered  Securities  to  be
exchanged  at  the agency of the Issuer that shall be  maintained
for such purpose in accordance with Section 3.2 and upon payment,
if  the  Issuer  shall  so  require, of the  charges  hereinafter
provided.   If  the Securities of any series are issued  in  both
registered  and unregistered form, except as otherwise  specified
pursuant  to  Section 2.3, at the option of the  Holder  thereof,
Unregistered  Securities  of  any series  may  be  exchanged  for
Registered   Securities   of   such  series   having   authorized
denominations  and  an  equal aggregate  principal  amount,  upon
surrender of such Unregistered Securities to be exchanged at  the
agency of the Issuer that shall be maintained for such purpose in
accordance  with  Section 3.2, with, in the case of  Unregistered
Securities that have Coupons attached, all unmatured Coupons  and
all  matured  Coupons in default thereto appertaining,  and  upon
payment,  if  the  Issuer  shall  so  require,  of  the   charges
hereinafter  provided.  At the option of the Holder  thereof,  if
Unregistered  Securities of any series, maturity  date,  interest
rate  and  original  issue  date are  issued  in  more  than  one
authorized  denomination, except as otherwise specified  pursuant
to Section 2.3, such Unregistered Securities may be exchanged for
Unregistered  Securities of such series, maturity date,  interest
rate and original issue date having authorized denominations  and
an  equal  aggregate  principal amount, upon  surrender  of  such
Unregistered  Securities to be exchanged at  the  agency  of  the
Issuer  that  shall be maintained for such purpose in  accordance
with  Section 3.2 or as specified pursuant to Section 2.3,  with,
in   the  case  of  Unregistered  Securities  that  have  Coupons
attached,  all  unmatured  Coupons and  all  matured  Coupons  in
default  thereto appertaining, and upon payment,  if  the  Issuer
shall  so  require, of the charges hereinafter provided.   Unless
otherwise   specified   pursuant  to  Section   2.3,   Registered
Securities  of  any series may not be exchanged for  Unregistered
Securities  of  such  series.  Whenever  any  Securities  are  so
surrendered  for  exchange, the Issuer  shall  execute,  and  the
Trustee shall authenticate and deliver, the Securities which  the
Holder   making  the  exchange  is  entitled  to  receive.    All
Securities and Coupons surrendered upon any exchange or  transfer
provided  for  in this Indenture shall be promptly  canceled  and
disposed  of  by  the  Trustee and the  Trustee  will  deliver  a
certificate of disposition thereof to the Issuer.

          All Registered Securities presented for registration of
transfer,  exchange, redemption or payment shall (if so  required
by  the  Issuer  or  the  Trustee) be duly  endorsed  by,  or  be
accompanied by a written instrument or instruments of transfer in
form satisfactory to the Issuer and the Trustee duly executed  by
the Holder or his attorney duly authorized in writing.

          The  Issuer may require payment of a sum sufficient  to
cover any tax or other governmental charge that may be imposed in
connection  with  any  exchange or registration  of  transfer  of
Securities.   No  service  charge shall  be  made  for  any  such
transaction.

          The  Issuer  shall  not  be  required  to  exchange  or
register  a  transfer of (a) any Securities of any series  for  a
period  of 15 days next preceding the first mailing of notice  of
redemption of Securities of such series to be redeemed or (b) any
Securities  selected, called or being called for  redemption,  in
whole  or  in  part, except, in the case of any  Security  to  be
redeemed in part, the portion thereof not so to be redeemed.

          Notwithstanding  any other provision  of  this  Section
2.8,  unless  and until it is exchanged in whole or in  part  for
Securities  in  definitive registered form, a  Registered  Global
Security  representing all or a portion of the  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  any  Registered
Securities  of  a  series represented by one or  more  Registered
Global  Securities notifies the Issuer that it  is  unwilling  or
unable  to  continue as Depositary for such Registered Securities
or  if  at any time the Depositary for such Registered Securities
shall  no longer be eligible under Section 2.4, the Issuer  shall
appoint  a  successor Depositary with respect to such  Registered
Securities.   If  a  successor  Depositary  for  such  Registered
Securities  is not appointed by the Issuer within 90  days  after
the  Issuer  receives  such  notice  or  becomes  aware  of  such
ineligibility, the Issuer's election pursuant to Section 2.3 that
such   Registered  Securities  be  represented  by  one  or  more
Registered Global Securities shall no longer be effective and the
Issuer  will  execute,  and  the  Trustee,  upon  receipt  of  an
Officers'  Certificate  for the authentication  and  delivery  of
definitive  Securities  of  such series,  will  authenticate  and
deliver, Securities of such series in definitive registered  form
without Coupons, in any authorized denominations, in an aggregate
principal  amount equal to the principal amount of the Registered
Global   Security  or  Securities  representing  such  Registered
Securities  in  exchange for such Registered Global  Security  or
Securities.

          The  Issuer  may at any time and in its sole discretion
determine that the Registered Securities of any series issued  in
the  form  of one or more Registered Global Securities  shall  no
longer  be  represented  by  a  Registered  Global  Security   or
Securities.   In  such  event the Issuer will  execute,  and  the
Trustee,  upon  receipt  of  an  Officers'  Certificate  for  the
authentication  and  delivery of definitive  Securities  of  such
series, will authenticate and deliver, Securities of such  series
in  definitive registered form without Coupons, in any authorized
denominations,  in  an aggregate principal amount  equal  to  the
principal  amount of the Registered Global Security or Securities
representing  such  Registered Securities, in exchange  for  such
Registered Global Security or Securities.

          If specified by the Issuer pursuant to Section 2.3 with
respect   to  Securities  represented  by  a  Registered   Global
Security, the Depositary for such Registered Global Security  may
surrender such Registered Global Security in exchange in whole or
in   part  for  Securities  of  the  same  series  in  definitive
registered form on such terms as are acceptable to the Issuer and
such  Depositary.  Thereupon, the Issuer shall execute,  and  the
Trustee shall authenticate and deliver, without service charge,

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

          (ii)   to  such  Depositary  a  new  Registered  Global
     Security in a denomination equal to the difference, if  any,
     between  the principal amount of the surrendered  Registered
     Global  Security  and  the  aggregate  principal  amount  of
     Registered  Securities authenticated and delivered  pursuant
     to clause (i) above.

          Upon  the exchange of a Registered Global Security  for
Securities  in  definitive registered form  without  Coupons,  in
authorized  denominations, such Registered Global Security  shall
be   canceled  by  the  Trustee  or  its  agent.   Securities  in
definitive registered form without Coupons issued in exchange for
a  Registered Global Security pursuant to this Section 2.8  shall
be  registered in such names and in such authorized denominations
as  the  Depositary for such Registered Global Security, pursuant
to  instructions  from  its  direct or indirect  participants  or
otherwise,  shall instruct the Trustee or an agent of the  Issuer
or  the  Trustee.  The Trustee or such agent shall  deliver  such
Securities  to or as directed by the Persons in whose names  such
Securities are so registered.

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

          Notwithstanding anything herein or in the terms of  any
series  of  Securities to the contrary, none of the  Issuer,  the
Trustee or any agent of the Issuer or the Trustee (any of  which,
other than the Issuer, shall rely on an Officers' Certificate and
an  Opinion  of  Counsel)  shall  be  required  to  exchange  any
Unregistered Security for a Registered Security if such  exchange
would  result in adverse Federal income tax consequences  to  the
Issuer  (such  as, for example, the inability of  the  Issuer  to
deduct  from  its  income, as computed  for  Federal  income  tax
purposes,  the  interest payable on the Unregistered  Securities)
under then applicable United States Federal income tax laws.

          SECTION 2.9    Mutilated, Defaced, Destroyed, Lost  and
Stolen  Securities.  In case any temporary or definitive Security
or   any   Coupon  appertaining  to  any  Security  shall  become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in
its  discretion may execute, and upon the written request of  any
officer of the Issuer, the Trustee shall authenticate and deliver
a  new Security of the same series, maturity date, interest  rate
and original issue date, bearing a number or other distinguishing
symbol   not  contemporaneously  outstanding,  in  exchange   and
substitution for the mutilated or defaced Security, or in lieu of
and in substitution for the Security so destroyed, lost or stolen
with  Coupons  corresponding to the Coupons appertaining  to  the
Securities  so mutilated, defaced, destroyed, lost or stolen,  or
in  exchange  or  substitution for the  Security  to  which  such
mutilated, defaced, destroyed, lost or stolen Coupon appertained,
with Coupons appertaining thereto corresponding to the Coupons so
mutilated, defaced, destroyed, lost or stolen.  In every case the
applicant  for a substitute Security or Coupon shall  furnish  to
the  Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as may be required by them  to
indemnify  and defend and to save each of them harmless  and,  in
every  case  of  destruction, loss or theft,  evidence  to  their
satisfaction  of the destruction, loss or theft of such  Security
or  Coupon  and  of  the ownership thereof and  in  the  case  of
mutilation or defacement shall surrender the Security and related
Coupons to the Trustee or such agent.

          Upon the issuance of any substitute Security or Coupon,
the  Issuer may require the payment of a sum sufficient to  cover
any  tax  or  other governmental charge that may  be  imposed  in
relation  thereto and any other expenses (including the fees  and
expenses  of  the Trustee or its agent) connected therewith.   In
case  any  Security or Coupon which has matured or  is  about  to
mature  or  has been called for redemption in full  shall  become
mutilated or defaced or be destroyed, lost or stolen, the  Issuer
may  instead  of issuing a substitute Security, pay or  authorize
the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security  or
Coupon), if the applicant for such payment shall furnish  to  the
Issuer  and  to  the Trustee and any agent of the Issuer  or  the
Trustee such security or indemnity as any of them may require  to
save  each  of  them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Issuer and
the  Trustee and any agent of the Issuer or the Trustee  evidence
to  their satisfaction of the destruction, loss or theft of  such
Security or Coupon and of the ownership thereof.

          Every  substitute  Security or  Coupon  of  any  series
issued  pursuant to the provisions of this Section by  virtue  of
the  fact that any such Security or Coupon is destroyed, lost  or
stolen  shall constitute an additional contractual obligation  of
the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be
entitled to all the benefits of (but shall be subject to all  the
limitations  of rights set forth in) this Indenture  equally  and
proportionately with any and all other Securities or  Coupons  of
such  series  duly  authenticated and delivered  hereunder.   All
Securities  and Coupons shall be held and owned upon the  express
condition  that,  to the extent permitted by law,  the  foregoing
provisions  are  exclusive with respect  to  the  replacement  or
payment  of  mutilated,  defaced or  destroyed,  lost  or  stolen
Securities  and  Coupons and shall preclude  any  and  all  other
rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement
or  payment of negotiable instruments or other securities without
their surrender.

          SECTION  2.10   Cancellation of Securities; Disposition
Thereof.   All  Securities and Coupons surrendered  for  payment,
redemption, registration of transfer or exchange, or  for  credit
against any payment in respect of a sinking or analogous fund, if
surrendered  to  the Issuer or any agent of  the  Issuer  or  the
Trustee  or any agent of the Trustee, shall be delivered  to  the
Trustee or its agent for cancellation or, if surrendered  to  the
Trustee,  shall be canceled by it; and no Securities  or  Coupons
shall be issued in lieu thereof except as expressly permitted  by
any  of  the  provisions of this Indenture.  The Trustee  or  its
agent shall dispose of canceled Securities and Coupons held by it
and  deliver a certificate of disposition to the Issuer.  If  the
Issuer  or  its  agent  shall acquire any of  the  Securities  or
Coupons,  such  acquisition shall not operate as a redemption  or
satisfaction  of the indebtedness represented by such  Securities
or Coupons unless and until the same are delivered to the Trustee
or its agent for cancellation.

          SECTION  2.11    Temporary  Securities.   Pending   the
preparation of definitive Securities for any series,  the  Issuer
may  execute  and  the  Trustee shall  authenticate  and  deliver
temporary  Securities  for  such series  (printed,  lithographed,
typewritten  or  otherwise  reproduced,  in  each  case  in  form
satisfactory to the Trustee).  Temporary Securities of any series
shall be issuable as Registered Securities without Coupons, or as
Unregistered Securities with or without Coupons attached thereto,
of  any authorized denomination, and substantially in the form of
the definitive Securities of such series but with such omissions,
insertions  and  variations as may be appropriate  for  temporary
Securities,  all  as  may be determined by the  Issuer  with  the
concurrence  of  the Trustee as evidenced by  the  execution  and
authentication  thereof.  Temporary Securities may  contain  such
references  to  any  provisions  of  this  Indenture  as  may  be
appropriate.  Every temporary Security shall be executed  by  the
Issuer  and  be  authenticated  by  the  Trustee  upon  the  same
conditions  and in substantially the same manner, and  with  like
effect, as the definitive Securities.  Without unreasonable delay
the  Issuer shall execute and shall furnish definitive Securities
of  such series and thereupon temporary Registered Securities  of
such  series  may  be  surrendered in exchange  therefor  without
charge  at  each office or agency to be maintained by the  Issuer
for  that  purpose pursuant to Section 3.2 and, in  the  case  of
Unregistered Securities, at any agency maintained by the Issuer
for  such purpose as specified pursuant to Section 3.2,  and  the
Trustee  shall  authenticate and deliver  in  exchange  for  such
temporary  Securities of such series an equal aggregate principal
amount  of  definitive  Securities  of  the  same  series  having
authorized   denominations  and,  in  the  case  of  Unregistered
Securities,  having  attached thereto  any  appropriate  Coupons.
Until  so exchanged, the temporary Securities of any series shall
be  entitled  to  the  same  benefits  under  this  Indenture  as
definitive   Securities   of   such  series,   unless   otherwise
established  pursuant  to Section 2.3.  The  provisions  of  this
Section  are  subject to any restrictions or limitations  on  the
issue  and delivery of temporary Unregistered Securities  of  any
series that may be established pursuant to Section 2.3 (including
any   provision  that  Unregistered  Securities  of  such  series
initially  be  issued in the form of a single global Unregistered
Security  to  be  delivered  to a depositary  or  agency  located
outside  the United States and the procedures pursuant  to  which
definitive or global Unregistered Securities of such series would
be  issued  in  exchange for such temporary  global  Unregistered
Security).


                         ARTICLE THREE
                    COVENANTS OF THE ISSUER

          SECTION 3.1    Payment of Principal and Interest.   The
Issuer  covenants and agrees for the benefit of  each  series  of
Securities  that it will duly and punctually pay or cause  to  be
paid the principal of, and interest on, each of the Securities of
such   series  (together  with  any  additional  amounts  payable
pursuant to the terms of such Securities) at the place or places,
at  the  respective  times  and in the manner  provided  in  such
Securities  and in the Coupons, if any, appertaining thereto  and
in  this  Indenture.   The  interest on Securities  with  Coupons
attached  (together with any additional amounts payable  pursuant
to  the  terms  of  such Securities) shall be payable  only  upon
presentation  and  surrender  of the  several  Coupons  for  such
interest  installments as are evidenced thereby as they severally
mature.   If  any temporary Unregistered Security  provides  that
interest  thereon may be paid while such Security is in temporary
form,  the  interest on any such temporary Unregistered  Security
(together  with  any additional amounts payable pursuant  to  the
terms of such Security) shall be paid, as to the installments  of
interest evidenced by Coupons attached thereto, if any, only upon
presentation  and  surrender  thereof,  and,  as  to  the   other
installments of interest, if any, only upon presentation of  such
Securities for notation thereon of the payment of such  interest,
in  each case subject to any restrictions that may be established
pursuant  to Section 2.3.  The interest on Registered  Securities
(together  with  any additional amounts payable pursuant  to  the
terms  of  such Securities) shall be payable only to or upon  the
written order of the Holders thereof entitled thereto and, at the
option  of the Issuer, may be paid by wire transfer or by mailing
checks for such interest payable to or upon the written order  of
such  Holders  at  their last addresses as  they  appear  on  the
registry books of the Issuer.

          SECTION  3.2    Offices for Payments, etc.  So long  as
any Registered Securities are authorized for issuance pursuant to
this  Indenture  or are outstanding hereunder,  the  Issuer  will
maintain  in the Borough of Manhattan, The City of New  York,  an
office  or agency where the Registered Securities of each  series
may be presented for payment, where the Securities of each series
may  be  presented for exchange as is provided in this  Indenture
and,  if  applicable,  pursuant to  Section  2.3  and  where  the
Registered  Securities  of  each  series  may  be  presented  for
registration of transfer as in this Indenture provided.

          The  Issuer  will  maintain  one  or  more  offices  or
agencies  in  a city or cities located outside the United  States
(including  any  city in which such an agency is required  to  be
maintained  under the rules of any stock exchange  on  which  the
Securities  of  such  series are listed) where  the  Unregistered
Securities,  if  any,  of  each  series  and  Coupons,  if   any,
appertaining thereto may be presented for payment.  No payment on
any   Unregistered  Security  or  Coupon  will   be   made   upon
presentation of such Unregistered Security or Coupon at an agency
of  the  Issuer within the United States nor will any payment  be
made  by transfer to an account in, or by mail to an address  in,
the  United  States unless pursuant to applicable  United  States
laws  and  regulations then in effect such payment  can  be  made
without  adverse tax consequences to the Issuer.  Notwithstanding
the foregoing, payments in Dollars of Unregistered Securities  of
any series and Coupons appertaining thereto which are payable  in
Dollars may be made at an agency of the Issuer maintained in  the
Borough  of  Manhattan, The City of New York if such  payment  in
Dollars  at  each  agency maintained by the  Issuer  outside  the
United  States  for  payment on such Unregistered  Securities  is
illegal  or effectively precluded by exchange controls  or  other
similar restrictions.

          The  Issuer  will maintain in the Borough of Manhattan,
The  City  of  New  York, an office or agency where  notices  and
demands to or upon the Issuer in respect of the Securities of any
series, the Coupons appertaining thereto or this Indenture may be
served.

          The  Issuer will give to the Trustee written notice  of
the  location of each such office or agency and of any change  of
location  thereof. In case the Issuer shall fail to maintain  any
agency  required by this Section to be located in the Borough  of
Manhattan,  The  City of New York, or shall  fail  to  give  such
notice of the location or of any change in the location of any of
the  above  agencies, presentations and demands may be  made  and
notices  may  be  served at the Corporate  Trust  Office  of  the
Trustee.

          The Issuer may from time to time designate one or more
additional offices or agencies where the Securities of  a  series
and  any  Coupons  appertaining  thereto  may  be  presented  for
payment, where the Securities of that series may be presented for
exchange  as provided in this Indenture and pursuant  to  Section
2.3  and  where the Registered Securities of that series  may  be
presented  for  registration of transfer  as  in  this  Indenture
provided, and the Issuer may from time to time rescind  any  such
designation,  as  the  Issuer may deem  desirable  or  expedient;
provided,  however, that no such designation or rescission  shall
in  any  manner relieve the Issuer of its obligation to  maintain
the  agencies provided for in this Section.  The Issuer will give
to  the Trustee prompt written notice of any such designation  or
rescission thereof.

          SECTION 3.3    Appointment to Fill a Vacancy in  Office
of  Trustee.  The Issuer, whenever necessary to avoid or  fill  a
vacancy  in  the office of Trustee, will appoint, in  the  manner
provided  in Section 5.9, a Trustee, so that there shall  at  all
times  be  a  Trustee with respect to each series  of  Securities
hereunder.

          SECTION  3.4     Paying  Agents.  Whenever  the  Issuer
shall  appoint a paying agent other than the Trustee with respect
to  the Securities of any series, it will cause such paying agent
to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions  of
this Section:

          (a)   that it will hold all sums received by it as such
     agent for the payment of the principal of or interest on the
     Securities of such series (whether such sums have been  paid
     to  it  by  the  Issuer  or  by any  other  obligor  on  the
     Securities of such series) in trust for the benefit  of  the
     Holders  of  the  Securities  of  such  series,  or  Coupons
     appertaining thereto, if any, or of the Trustee,

          (b)   that  it  will  give the Trustee  notice  of  any
     failure  by  the  Issuer (or by any  other  obligor  on  the
     Securities  of  such  series) to make  any  payment  of  the
     principal  of or interest on the Securities of  such  series
     when the same shall be due and payable, and

          (c)  that it will at any time during the continuance of
     any  such  failure, upon the written request of the Trustee,
     forthwith  pay to the Trustee all sums so held in  trust  by
     such paying agent.

          The  Issuer will, on or prior to each due date  of  the
principal  of  or  interest  on the Securities  of  such  series,
deposit  with  the  paying agent a sum  sufficient  to  pay  such
principal  or interest so becoming due, and (unless  such  paying
agent is the Trustee) the Issuer will promptly notify the Trustee
of any failure to take such action.

          If  the  Issuer shall act as its own paying agent  with
respect  to the Securities of any series, it will, on  or  before
each  due  date of the principal of or interest on the Securities
of  such  series, set aside, segregate and hold in trust for  the
benefit  of the Holders of the Securities of such series  or  the
Coupons  appertaining  thereto  a  sum  sufficient  to  pay  such
principal or interest so becoming due.  The Issuer will  promptly
notify the Trustee of any failure to take such action.

          Anything    in    this   Section   to   the    contrary
notwithstanding, but subject to Section 9.1, the  Issuer  may  at
any  time,  for  the  purpose  of obtaining  a  satisfaction  and
discharge with respect to one or more or all series of Securities
hereunder,  or for any other reason, pay or cause to be  paid  to
the  Trustee  all sums held in trust for any such series  by  the
Issuer  or  any  paying  agent hereunder,  as  required  by  this
Section,  such  sums to be held by the Trustee  upon  the  trusts
herein contained.

          Anything    in    this   Section   to   the    contrary
notwithstanding, the agreement to hold sums in trust as  provided
in  this Section is subject to the provisions of Sections 9.3 and
9.4.

          SECTION  3.5     Written  Statement  to  Trustee.   The
Issuer  will furnish to the Trustee on or before May 31  in  each
year  (beginning  with May 31, 1997) a brief  certificate  (which
need  not comply with Section 10.5) from the principal executive,
financial  or accounting officer of the Issuer as to his  or  her
knowledge  of  the  Issuer's compliance with all  conditions  and
covenants  under the Indenture (such compliance to be  determined
without  regard to any period of grace or requirement  of  notice
provided under the Indenture).

          SECTION  3.6    Limitations upon Liens.  (a) After  the
date  hereof  and so long as any Securities are Outstanding,  the
Issuer will not pledge, mortgage, hypothecate or grant a security
interest in, or permit any mortgage, pledge, security interest or
other  lien  upon,  any capital stock of any  Subsidiary  now  or
hereafter   owned  by  the  Issuer  to  secure  any  Indebtedness
(hereinafter   defined),  without  making  effective   provisions
whereby  the Outstanding Securities shall (so long as such  other
Indebtedness shall be so secured) be equally and ratably  secured
with   any  and  all  such  other  Indebtedness  and  any   other
indebtedness  similarly  entitled  to  be  equally  and   ratably
secured; provided, however, that this restriction shall not apply
to  nor  prevent the creation or existence of (i)  any  mortgage,
pledge,  security  interest, lien or encumbrance  upon  any  such
capital  stock  created at the time of the  acquisition  of  such
capital stock by the Issuer or within one year after such time to
secure  all  or a portion of the purchase price for such  capital
stock  or existing thereon at the time of the acquisition thereof
by the Issuer (whether or not the obligations secured thereby are
assumed  by  the  Issuer),  or (ii)  any  extension,  renewal  or
refunding  of  any mortgage, pledge, security interest,  lien  or
encumbrance described in clause (i) above on capital stock of any
Subsidiary theretofore subject thereto (or substantially the same
capital stock) or any portion thereof.

          For  purposes of this Section 3.6, "Indebtedness" means
all   indebtedness,   whether  or  not  represented   by   bonds,
debentures, notes or other securities, created or assumed by  the
Issuer for the repayment of money borrowed.  All indebtedness for
money  borrowed  secured by a lien upon  property  owned  by  the
Issuer  and upon which indebtedness for money borrowed the Issuer
customarily pays interest, although the Issuer has not assumed or
become  liable  for  the payment of such indebtedness  for  money
borrowed, shall for purposes of this Section 3.6 be deemed to  be
indebtedness of the Issuer.  All indebtedness for money  borrowed
of  others guaranteed as to payment of principal by the Issuer or
in effect guaranteed by the Issuer through a contingent agreement
to  purchase  such  indebtedness for  money  borrowed  shall  for
purposes of this Section 3.6 be deemed to be Indebtedness of  the
Issuer,  but  no  other contingent obligation of  the  Issuer  in
respect  of  indebtedness for money borrowed or other obligations
incurred  by  others shall for purposes of this  Section  3.6  be
deemed to be Indebtedness of the Issuer.

          In  case the Issuer or any Subsidiary shall propose  to
pledge, mortgage, hypothecate or grant a security interest in any
capital stock of any Subsidiary owned by the Issuer to secure any
Indebtedness, other than as permitted by clauses (i) and (ii)  in
the  second  preceding paragraph, the Issuer will  prior  thereto
give  written notice thereof to the Trustee, and the Issuer  will
prior   to   or   simultaneously  with  such  pledge,   mortgage,
hypothecation  or  grant  of security interest,  by  supplemental
indenture  executed  to  the Trustee (or to  the  extent  legally
necessary  to  another  trustee  or  an  additional  or  separate
trustee), in form satisfactory to the Trustee, effectively secure
(for  so long as other Indebtedness shall be so secured) all  the
Securities  equally and ratably with such Indebtedness  and  with
any  other indebtedness for money borrowed similarly entitled  to
be equally and ratably secured.

          (b)   Except as otherwise specified as contemplated  by
Section  2.3  for  Securities of any series,  the  provisions  of
subsection (a) of this Section 3.6 shall not apply in  the  event
that  the  Issuer  or  any  Subsidiary  shall  pledge,  mortgage,
hypothecate  or  grant  a security interest  in,  or  permit  any
mortgage  pledge,  security interest  or  other  lien  upon,  any
capital  stock of any Subsidiary now or hereafter  owned  by  the
Issuer  to  secure  any Indebtedness (which  would  otherwise  be
subject  to  the  foregoing restriction) in an  aggregate  amount
which,   together  with  all  other  Indebtedness   (other   than
mortgages,  pledges,  security interests, liens  or  encumbrances
permitted  by  Subsection (a) of this Section 3.6),  which  would
otherwise  be subject to the foregoing restriction, does  not  at
the time exceed 5% of Consolidated Capitalization.


          For purposes of this Section 3.6:

               (1)   The term "Consolidated Capitalization" means
          the   sum   obtained   by   adding   (i)   Consolidated
          Shareholders'  Equity,  (ii) Consolidated  Indebtedness
          (exclusive  of  any thereof which is  due  and  payable
          within  one  year of the date such sum  is  determined)
          and,  without  duplication,  (iii)  any  preference  or
          preferred  stock  of  the Issuer  or  any  Consolidated
          Subsidiary which is subject to mandatory redemption  or
          sinking fund provisions.

               (2)   The term "Consolidated Shareholders' Equity"
          means   the  total  Assets  of  the  Issuer   and   its
          Consolidated Subsidiaries less all liabilities  of  the
          Issuer  and its Consolidated Subsidiaries.  As used  in
          this  definition, "liabilities" means  all  obligations
          which  would,  in  accordance with  generally  accepted
          accounting principles, be classified on a balance sheet
          as   liabilities,  including  without  limitation,  (i)
          indebtedness secured by property of the Issuer  or  any
          of  its  Consolidated Subsidiaries whether or  not  the
          Issuer  or  such Consolidated Subsidiary is liable  for
          the payment thereof unless, in the case that the Issuer
          or  such Consolidated Subsidiary is not so liable, such
          property has not been included among the Assets of  the
          Issuer  or such Consolidated Subsidiary on such balance
          sheet,    (ii)   deferred   liabilities,   and    (iii)
          indebtedness  of the Issuer or any of its  Consolidated
          Subsidiaries  that is expressly subordinated  in  right
          and  priority  of payment to other liabilities  of  the
          Issuer  or  such Consolidated Subsidiary.  As  used  in
          this  definition, "liabilities" includes preference  or
          preferred  stock  of  the Issuer  or  any  Consolidated
          Subsidiary only to the extent of any such preference or
          preferred stock that is subject to mandatory redemption
          or sinking fund provisions.

               (3)   The term "Consolidated Subsidiary" means  at
          any  date  any  Subsidiary the financial statements  of
          which  under  generally accepted accounting  principles
          would  be consolidated with those of the Issuer in  its
          consolidated financial statements as of such date.

               (4)  The "Assets" of any Person means the whole or
          any  part  of its business, property, assets, cash  and
          receivables.

               (5)   The  term "Consolidated Indebtedness"  means
          total indebtedness as shown on the consolidated balance
          sheet of the Issuer and its Consolidated Subsidiaries.

          SECTION  3.7    Luxembourg Publications.  In the  event
of  the  publication  of  any notice pursuant  to  Section  4.11,
5.9(a),  5.10,  7.2,  9.4, 11.2 or 11.5, the  party  making  such
publication in the Borough of Manhattan, The City of New York and
London  shall also, to the extent that notice is required  to  be
given  to  Holders  of  Securities of any  series  by  applicable
Luxembourg law or stock exchange regulation, as evidenced  by  an
Officers'  Certificate delivered to such party,  make  a  similar
publication in Luxembourg.

          SECTION 3.8    Securityholders Lists.

          (a)   If  and so long as the Trustee shall not  be  the
Security  registrar for the Securities of any series, the  Issuer
will  furnish or cause to be furnished to the Trustee a  list  in
such form as the Trustee may reasonably require of the names  and
addresses  of  the  holders  of the  Securities  of  such  series
pursuant  to Section 312 of the Trust Indenture Act of  1939  (i)
semi-annually  not more than 15 days after each record  date  for
the  payment  of  interest  on  such Securities,  as  hereinabove
specified,  as of such record date and on dates to be  determined
pursuant  to  Section 2.3 for non-interest bearing securities  in
each  year,  and  (ii) at such other times  as  the  Trustee  may
request  in  writing,  within thirty days after  receipt  by  the
Issuer  of  any such request as of a date not more than  15  days
prior to the time such information is furnished.

          (b)   If  three  or more Holders of Securities  (herein
after  referred  to  as "applicants") apply  in  writing  to  the
Trustee,  and furnish to the Trustee reasonable proof  that  each
such applicant has owned a Security for a period of at least  six
months   preceding  the  date  of  such  application,  and   such
application states that the applicants desire to communicate with
other  Holders of Securities with respect to their  rights  under
this  Indenture or under the Securities and is accompanied  by  a
copy  of  the  form  of  proxy or other communication  that  such
applicants  propose to transmit to such other Holders,  then  the
Trustee  shall,  within five business days after the  receipt  of
such application, at its election, either
               (i)    afford  such  applicants  access   to   the
               information  preserved at the time by the  Trustee
               in accordance with Section 3.8(a), or

               (ii)  inform such applicants as to the approximate
               number  of  Holders of Securities whose names  and
               addresses  appear in the information preserved  at
               the time by the Trustee in accordance with Section
               3.8(a),  and as to the approximate cost of mailing
               to  such  Holders  the  form  of  proxy  or  other
               communication,   if   any,   specified   in   such
               application.

          If   the  Trustee  shall  elect  not  to  afford   such
applicants  access to such information, the Trustee  shall,  upon
the  written request of such applicants, mail to each  Holder  of
Securities  whose  name  and address appear  in  the  information
preserved  at the time by the Trustee in accordance with  Section
3.8(a) a copy of the form of proxy or other communication that is
specified  in  such request, with reasonable promptness  after  a
tender  to  the  Trustee of the material  to  be  mailed  and  of
payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee
shall  mail  to  such  applicants and file with  the  Commission,
together  with  a  copy of the material to be mailed,  a  written
statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interest of the Holders  of
Securities  or  would  be in violation of applicable  law.   Such
written  statement shall specify the basis of such  opinion.   If
the   Commission,  after  opportunity  for  a  hearing  upon  the
objections  specified in the written statement  so  filed,  shall
enter an order refusing to sustain any of such objections or  if,
after  the  entry  of an order sustaining one  or  more  of  such
objections,   the  Commission  shall  find,  after   notice   and
opportunity  for hearing, that all objections so  sustained  have
been met and shall enter an order so declaring, the Trustee shall
mail  copies  of such material to all such Holders of  Securities
with reasonable promptness after the entry of such order and  the
renewal  of such tender; otherwise, the Trustee shall be relieved
of  any  obligation or duty to such applicants  respecting  their
application.

          (c)    Every  Holder  of  Securities  or  coupons,   by
receiving  and holding the same, agrees with the Issuer  and  the
Trustee that neither the Issuer nor the Trustee nor any agent  of
either  of  them  shall  be held accountable  by  reason  of  the
disclosure of any such information as to the names and  addresses
of  the  Holders of Securities in accordance with Section 3.8(b),
regardless of the source from which such information was derived,
and  that the Trustee shall not be held accountable by reason  of
mailing  any  material pursuant to a request made  under  Section
3.8(b).

          SECTION  3.9     Reports  by the  Issuer.   The  Issuer
covenants  to  file with the Trustee, within 15  days  after  the
Issuer  is required to file the same with the Commission,  copies
of  the  annual  reports and of the information,  documents,  and
other  reports which the Issuer may be required to file with  the
Commission  pursuant  to  Section 13  or  Section  15(d)  of  the
Securities Exchange Act of 1934.

          SECTION  3.10   Reports by the Trustee.  Any  Trustee's
report  required under Section 313(a) of the Trust Indenture  Act
of  1939  shall be transmitted on or before July 15 in each  year
following  the  date  hereof,  so  long  as  any  Securities  are
outstanding hereunder, and shall be dated as of a date convenient
to  the  Trustee  no  more than 60 nor less than  45  days  prior
thereto.

          SECTION 3.11  Waiver of Certain Covenants.  The  Issuer
may  omit  in  any particular instance to comply with  any  term,
provision  or condition set forth in Section 3.6 with respect  to
the  Securities  of  any  series if  before  the  time  for  such
compliance the Holders of a majority in principal amount  of  the
Outstanding  Securities of such series shall  either  waive  such
compliance  in  such instance or generally waive compliance  with
such  term,  provision  or condition, but no  such  waiver  shall
extend  to or affect such term, provision or condition except  to
the  extent  so  expressly waived, and, until such  waiver  shall
become effective, the obligations of the Issuer and the duties of
the  Trustee in respect of any such term, provision or  condition
shall remain in full force and effect.


                         ARTICLE FOUR
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                      ON EVENT OF DEFAULT

          SECTION  4.1     Event of Default Defined; Acceleration
of  Maturity; Waiver of Default.  "Event of Default" with respect
to  Securities of any series wherever used herein, means each one
of  the  following  events  which  shall  have  occurred  and  be
continuing  (whatever the reason for such Event  of  Default  and
whether  it  shall be voluntary or involuntary or be effected  by
operation of law or pursuant to any judgment, decree or order  of
any  court or any order, rule or regulation of any administrative
or governmental body):

          (a)   default in the payment of all or any part of  the
     principal  on  any of the Securities of such series  as  and
     when  the  same  shall  become due  and  payable  either  at
     maturity,   upon   any   redemption,   by   declaration   of
     acceleration or otherwise;

          (b)   default  in  the  payment of  any  instalment  of
     interest  upon any of the Securities of such series  as  and
     when  the same shall become due and payable, and continuance
     of such default for a period of 30 days;

          (c)   default  in  the performance, or breach,  of  any
     covenant or warranty of the Issuer in the Securities of such
     series (other than a covenant or warranty in respect of  the
     Securities of such series a default in whose performance  or
     whose breach is elsewhere in this Section specifically dealt
     with) and continuance of such default or breach for a period
     of  90  days  after there has been given, by  registered  or
     certified  mail,  to the Issuer by the  Trustee  or  to  the
     Issuer  and  the Trustee by the Holders of at least  25%  in
     aggregate principal amount of the Outstanding Securities  of
     all  series  affected thereby, 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;

          (d)   the entry of a decree or order by a court  having
     jurisdiction in the premises adjudging the Issuer a bankrupt
     or  insolvent,  or  approving as properly filed  a  petition
     seeking    reorganization   arrangement,    adjustment    or
     composition of or in respect of the Issuer under the Federal
     bankruptcy law or any other applicable Federal or state law,
     or  appointing  a  receiver, liquidator, assignee,  trustee,
     sequestrator (or other similar official) of the Issuer 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;

          (e)  the institution by the Issuer of proceedings to be
     adjudicated a bankrupt or insolvent or the consent by it  to
     the  institution  of  bankruptcy or  insolvency  proceedings
     against  it, or the filing by it of a petition or answer  or
     consent  seeking reorganization or relief under the  Federal
     bankruptcy law or any other applicable Federal or state law,
     or  the consent by it to the filing of any such petition  or
     to  the  appointment  of  a receiver, liquidator,  assignee,
     trustee,  sequestrator (or other similar  official)  of  the
     Issuer  or of any substantial part of its property,  or  the
     making  by  it  of a general assignment for the  benefit  of
     creditors;

          (f)    the   acceleration  of  the  maturity   of   any
     indebtedness  for borrowed money of the Issuer  or  Illinois
     Power or the failure to pay any portion of such indebtedness
     when  due and payable after the expiration of any applicable
     grace  period  (in each case, other than the  Securities  of
     such   series  or  Non-Recourse  Indebtedness)   having   an
     aggregate   principal  amount  outstanding  in   excess   of
     $25,000,000,  if  such  acceleration  is  not  rescinded  or
     annulled,  such  failure  to  pay  is  not  cured,  or  such
     indebtedness shall not have been discharged, within 15  days
     after  written  notice thereof to the Issuer by  either  the
     Trustee  or  the Holders of not less than 25%  in  aggregate
     principal amount of the Securities of such series; or

          (g)   any  other  Event  of  Default  provided  in  the
     supplemental indenture under which such series of Securities
     is issued or in the form of Security for such series;

provided,  however, that, except as otherwise may be  established
for a series of Senior Debt Securities, the occurrence of any  of
the events described in the foregoing clause (c) or (g) shall not
constitute  an Event of Default if such occurrence is the  result
of   changes  in  generally  accepted  accounting  principles  as
recognized   by  the  American  Institute  of  Certified   Public
Accountants  at the date as of which this Indenture  is  executed
and  a certificate to such effect is delivered to the Trustee  by
the Issuer's independent public accountants.

          If  an Event of Default described in clauses (a),  (b),
(c)  or (g) (if the Event of Default under clause (c) or (g),  as
the  case  may  be, is with respect to less than  all  series  of
Securities then Outstanding) occurs and is continuing, then,  and
in  each and every such case, except for any series of Securities
the principal of which shall have already become due and payable,
either  the  Trustee  or the Holders of  not  less  than  25%  in
aggregate  principal  amount  of  the  Securities  of  each  such
affected  series then Outstanding hereunder (voting as  a  single
class) by notice in writing to the Issuer (and to the Trustee  if
given by Securityholders), may declare the entire principal  (or,
if  the Securities of any such affected series are Original Issue
Discount Securities, such portion of the principal amount as  may
be  specified  in the terms of such series) of all Securities  of
all  such  affected series, and the interest accrued thereon,  if
any,  to  be  due  and payable immediately,  and  upon  any  such
declaration,  the same shall become immediately due and  payable.
If  an  Event of Default described in clause (c) or (g)  (if  the
Event of Default under clause (c) or (g), as the case may be,  is
with  respect to all series of Securities then Outstanding),  (d)
or  (e) occurs and is continuing, then and in each and every such
case,  unless  the  principal of all the  Securities  shall  have
already become due and payable, either the Trustee or the Holders
of  not  less than 25% in aggregate principal amount of  all  the
Securities then Outstanding hereunder (treated as one class),  by
notice  in writing to the Issuer (and to the Trustee if given  by
Securityholders), may declare the entire principal  (or,  if  any
Securities  are Original Issue Discount Securities, such  portion
of the principal as may be specified in the terms thereof) of all
the Securities then Outstanding, and interest accrued thereon, if
any,  to  be  due  and payable immediately,  and  upon  any  such
declaration the same shall become immediately due and payable.

          The  foregoing provisions, however, are subject to  the
condition  that if, at any time after the principal (or,  if  the
Securities  are Original Issue Discount Securities, such  portion
of the principal as may be specified in the terms thereof) of the
Securities of any series (or of all the Securities, as  the  case
may  be) shall have been so declared due and payable, and  before
any  judgment or decree for the payment of the moneys  due  shall
have been obtained or entered as hereinafter provided, the Issuer
shall  pay or shall deposit with the Trustee a sum sufficient  to
pay  all matured installments of interest upon all the Securities
of such series (or of all the Securities, as the case may be) and
the  principal of any and all Securities of each such series  (or
of  all  the  Securities, as the case may be)  which  shall  have
become  due  otherwise than by acceleration (with  interest  upon
such  principal and, to the extent that payment of such  interest
is  enforceable under applicable law, on overdue installments  of
interest,  at the same rate as the rate of interest or  Yield  to
Maturity  (in  the  case of Original Issue  Discount  Securities)
specified  in  the  Securities of each such  series  (or  at  the
respective  rates of interest or Yields to Maturity  of  all  the
Securities,  as the case may be) to the date of such  payment  or
deposit)  and  such  amount  as  shall  be  sufficient  to  cover
reasonable  compensation  to  the Trustee  and  each  predecessor
Trustee,  its  agents,  attorneys  and  counsel,  and  all  other
expenses and liabilities incurred, and all advances made, by  the
Trustee  and  each  predecessor Trustee except  as  a  result  of
negligence  or  bad faith, and if any and all Events  of  Default
under  the Indenture, other than the non-payment of the principal
of  Securities which shall have become due by acceleration, shall
have  been  cured,  waived  or  otherwise  remedied  as  provided
herein--then and in every such case the Holders of a majority  in
aggregate  principal amount of all the Securities  of  each  such
series, or of all the Securities, in each case voting as a single
class,  then Outstanding, by written notice to the Issuer and  to
the  Trustee,  may waive all defaults with respect to  each  such
series  (or with respect to all the Securities, as the  case  may
be)  and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or
shall  affect  any subsequent default or shall impair  any  right
consequent thereon.

          For all purposes under this Indenture, if a portion  of
the  principal  of  any Original Issue Discount Securities  shall
have  been  accelerated and declared due and payable pursuant  to
the  provisions  hereof, then, from and after  such  declaration,
unless  such  declaration has been rescinded  and  annulled,  the
principal amount of such Original Issue Discount Securities shall
be  deemed, for all purposes hereunder, to be such portion of the
principal thereof as shall be due and payable as a result of such
acceleration,  and  payment  of such  portion  of  the  principal
thereof  as  shall  be  due  and payable  as  a  result  of  such
acceleration,  together with interest, if any,  thereon  and  all
other amounts owing thereunder, shall constitute payment in  full
of such Original Issue Discount Securities.

          SECTION  4.2    Collection of Indebtedness by  Trustee;
Trustee  May Prove Debt.  The Issuer covenants that (a)  in  case
default  shall  be  made  in the payment  of  any  instalment  of
interest  on  any  of  the Securities of  any  series  when  such
interest  shall  have become due and payable,  and  such  default
shall  have  continued for a period of 30 days  or  (b)  in  case
default  shall be made in the payment of all or any part  of  the
principal  of any of the Securities of any series when  the  same
shall  have become due and payable, whether upon maturity of  the
Securities  of  such  series  or  upon  any  redemption   or   by
declaration  or otherwise - then upon demand of the Trustee,  the
Issuer will pay to the Trustee for the benefit of the Holders  of
the  Securities of such series the whole amount that  then  shall
have become due and payable on all Securities of such series, and
such Coupons, for principal or interest, as the case may be (with
interest  to the date of such payment upon the overdue  principal
and,  to  the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest at  the
same  rate as the rate of interest or Yield to Maturity  (in  the
case  of  Original  Issue Discount Securities) specified  in  the
Securities of such series); and in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses  of
collection, including reasonable compensation to the Trustee  and
each predecessor Trustee, their respective agents, attorneys  and
counsel,  and  any  expenses and liabilities  incurred,  and  all
advances made, by the Trustee and each predecessor Trustee except
as a result of its negligence or bad faith.

          Until  such  demand is made by the Trustee, the  Issuer
may  pay the principal of and interest on the Securities  of  any
series  to  the registered Holders, whether or not the Securities
of such series be overdue.

          In  case  the Issuer shall fail forthwith to  pay  such
amounts  upon such demand, the Trustee, in its own  name  and  as
trustee  of an express trust, shall be entitled and empowered  to
institute any action or proceedings at law or in equity  for  the
collection  of the sums so due and unpaid, and may prosecute  any
such  action or proceedings to judgment or final decree, and  may
enforce  any such judgment or final decree against the Issuer  or
other  obligor  upon  the Securities and collect  in  the  manner
provided  by  law  out  of the property of the  Issuer  or  other
obligor  upon  the  Securities,  wherever  situated  the   moneys
adjudged or decreed to be payable.

          In  case there shall be pending proceedings relative to
the  Issuer or any other obligor upon the Securities under  Title
11  of the United States Code or any other applicable Federal  or
state  bankruptcy, insolvency or other similar law, or in case  a
receiver,  assignee  or trustee in bankruptcy or  reorganization,
liquidator,  sequestrator  or similar official  shall  have  been
appointed  for or taken possession of the Issuer or its  property
or  such  other  obligor,  or in case  of  any  other  comparable
judicial proceedings relative to the Issuer or other obligor upon
the Securities, or to the creditors or property of the Issuer  or
such  other  obligor, the Trustee, irrespective  of  whether  the
principal  of  the Securities shall then be due  and  payable  as
therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand pursuant to the
provisions  of this Section, shall be entitled and empowered,  by
intervention in such proceedings or otherwise:

          (a)   to file and prove a claim or claims for the whole
     amount  of principal and interest (or, if the Securities  of
     any  series  are  Original Issue Discount  Securities,  such
     portion of the principal amount as may be specified  in  the
     terms  of  such series) owing and unpaid in respect  of  the
     Securities of any 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
     reasonable  compensation to the Trustee and each predecessor
     Trustee, and their respective agents, attorneys and counsel,
     and  for  reimbursement  of  all  expenses  and  liabilities
     incurred,  and  all advances made, by the Trustee  and  each
     predecessor Trustee, except as a result of negligence or bad
     faith)  and  of the Securityholders allowed in any  judicial
     proceedings relative to the Issuer or other obligor upon the
     Securities, or to the creditors or property of the Issuer or
     such other obligor,

          (b)    unless   prohibited  by   applicable   law   and
     regulations,  to    vote on behalf of  the  Holders  of  the
     Securities of any series in any election of a trustee  or  a
     standby  trustee in arrangement, reorganization, liquidation
     or  other  bankruptcy  or insolvency proceedings  or  Person
     performing similar functions in comparable proceedings, and

          (c)   to  collect  and  receive  any  moneys  or  other
     property   payable or deliverable on any such claims, and to
     distribute  all amounts received with respect to the  claims
     of  the  Securityholders and of the Trustee on their behalf;
     and  any  trustee, receiver, or   liquidator,  custodian  or
     other similar official is hereby authorized   by each of the
     Securityholders to make payments to the Trustee, and, in the
     event  that  the  Trustee shall consent  to  the  making  of
     payments  directly to the Securityholders,  to  pay  to  the
     Trustee  such  amounts  as  shall  be  sufficient  to  cover
     reasonable  compensation  to the Trustee,  each  predecessor
     Trustee  and their respective agents, attorneys and counsel,
     and  all  other expenses and liabilities incurred,  and  all
     advances  made, by the Trustee and each predecessor  Trustee
     except as a result of negligence or bad faith.

          Nothing  herein contained shall be deemed to  authorize
the  Trustee to authorize or consent to or vote for or accept  or
adopt on behalf of any Securityholder any plan of reorganization,
arrangement,  adjustment or composition affecting the  Securities
of  any  series  or  the  rights of any  Holder  thereof,  or  to
authorize  the  Trustee to vote in respect of the  claim  of  any
Securityholder  in any such proceeding except, as  aforesaid,  to
vote  for  the  election  of a trustee in bankruptcy  or  similar
Person.

          All rights of action and of asserting claims under this
Indenture,  or  under  any of the Securities  of  any  series  or
Coupons appertaining to such Securities, may be enforced  by  the
Trustee  without the possession of any of the Securities of  such
series  or  Coupons  appertaining  to  such  Securities  or   the
production  thereof  on any trial or other  proceedings  relative
thereto,  and  any such action or proceedings instituted  by  the
Trustee shall be brought in its own name as trustee of an express
trust,  and  any recovery of judgment, subject to the payment  of
the expenses, disbursements and compensation of the Trustee, each
predecessor  Trustee and their respective agents  and  attorneys,
shall be for the ratable benefit of the Holders of the Securities
or  Coupons appertaining to such Securities in respect  of  which
such action was taken.

          In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this
Indenture  to  which  the Trustee shall be a party)  the  Trustee
shall  be held to represent all the Holders of the Securities  or
Coupons appertaining to such Securities in respect to which  such
action  was  taken,  and it shall not be necessary  to  make  any
Holders  of  such  Securities  or Coupons  appertaining  to  such
Securities parties to any such proceedings.

          SECTION  4.3     Application of Proceeds.   Any  moneys
collected  by the Trustee pursuant to this Article in respect  of
any series shall be applied in the following order at the date or
dates  fixed  by the Trustee and, in case of the distribution  of
such   moneys   on   account  of  principal  or  interest,   upon
presentation  of the several Securities and Coupons  appertaining
to such Securities in respect of which monies have been collected
and  stamping  (or  otherwise noting)  thereon  the  payment,  or
issuing Securities of such series in reduced principal amounts in
exchange  for  the presented Securities of like  series  if  only
partially paid, or upon surrender thereof if fully paid:

          FIRST:  To the payment of costs and expenses applicable
to  such  series in respect of which monies have been  collected,
including  reasonable  compensation  to  the  Trustee  and   each
predecessor Trustee and their respective agents and attorneys and
of  all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith;

          SECOND:   In  case the principal of the  Securities  of
such  series in respect of which moneys have been collected shall
not  have  become and be then due and payable, to the payment  of
interest on the Securities of such series in default in the order
of  the  maturity  of  the installments of  such  interest,  with
interest (to the extent that such interest has been collected  by
the  Trustee)  upon the overdue installments of interest  at  the
same  rate as the rate of interest or Yield to Maturity  (in  the
case  of  Original Issue Discount Securities) specified  in  such
Securities,  such  payments to be made  ratably  to  the  Persons
entitled thereto, without discrimination or preference;

          THIRD:  In case the principal of the Securities of such
series in respect of which moneys have been collected shall  have
become  and shall be then due and payable, to the payment of  the
whole  amount  then owing and unpaid upon all the  Securities  of
such  series for principal and interest, with interest  upon  the
overdue principal, and (to the extent that such interest has been
collected  by the Trustee) upon overdue installments of  interest
at the same rate as the rate of interest or Yield to Maturity (in
the  case of Original Issue Discount Securities) specified in the
Securities  of  such  series; and in case such  moneys  shall  be
insufficient  to pay in full the whole amount so due  and  unpaid
upon  the Securities of such series, then to the  payment of such
principal  and interest or Yield to Maturity, without  preference
or  priority of principal over interest or Yield to Maturity,  or
of  interest  or  Yield  to Maturity over principal,  or  of  any
instalment of interest over any other instalment of interest,  or
of  any  Security of such series over any other Security of  such
series,  ratably to the aggregate of such principal  and  accrued
and unpaid interest or Yield to Maturity; and

          FOURTH:   To the payment of the remainder, if  any,  to
the Issuer or any other Person lawfully entitled thereto.

          SECTION 4.4    Suits for Enforcement.  In case an Event
of  Default  has occurred, has not been waived and is continuing,
the  Trustee may in its discretion proceed to protect and enforce
the  rights  vested in it by this Indenture by  such  appropriate
judicial proceedings as the Trustee shall deem most effectual  to
protect  and  enforce any of such rights, either  at  law  or  in
equity  or  in bankruptcy or otherwise, whether for the  specific
enforcement  of  any  covenant  or agreement  contained  in  this
Indenture or in aid of the exercise of any power granted in  this
Indenture or to enforce any other legal or equitable right vested
in the Trustee by this Indenture or by law.

          SECTION 4.5    Restoration of Rights on Abandonment  of
Proceedings.  In case the Trustee shall have proceeded to enforce
any  right  under this Indenture and such proceedings shall  have
been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee, then and in every such  case
the  Issuer  and  the Trustee shall be restored  respectively  to
their  former  positions and rights hereunder,  and  all  rights,
remedies  and  powers  of  the  Issuer,  the  Trustee   and   the
Securityholders shall continue as though no such proceedings  had
been taken.

          SECTION 4.6    Limitations on Suits by Securityholders.
No  Holder  of  any  Security of any  series  or  of  any  Coupon
appertaining  thereto  shall have  any  right  by  virtue  or  by
availing  of  any  provision of this Indenture to  institute  any
action  or  proceeding at law or in equity or  in  bankruptcy  or
otherwise upon or under or with respect to this Indenture, or for
the appointment of a trustee, receiver, liquidator, custodian  or
other  similar official or for any other remedy hereunder, unless
such  Holder  previously shall have given to the Trustee  written
notice of default and of the continuance thereof, as hereinbefore
provided,  and unless also the Holders of not less  than  25%  in
aggregate  principal amount of the Securities  of  each  affected
series  then Outstanding (treated as a single class)  shall  have
made written request upon the Trustee to institute such action or
proceedings in its own name as Trustee hereunder and  shall  have
offered  to  the  Trustee such reasonable  indemnity  as  it  may
require  against  the  costs,  expenses  and  liabilities  to  be
incurred therein or thereby and the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have
failed  to  institute  any  such  action  or  proceeding  and  no
direction inconsistent with such written request shall have  been
given to the Trustee pursuant to Section 4.9; it being understood
and  intended,  and being expressly covenanted by the  taker  and
Holder  of  every Security or Coupon with every other  taker  and
Holder and the Trustee, that no one or more Holders of Securities
of  any  series or Coupons appertaining to such Securities  shall
have any right in any manner whatever by virtue or by availing of
any  provision of this Indenture to affect, disturb or  prejudice
the  rights  of  any other such Holder of Securities  or  Coupons
appertaining to such Securities, or to obtain or seek  to  obtain
priority  over  or  preference to any other  such  Holder  or  to
enforce  any  right under this Indenture, except  in  the  manner
herein provided and for the equal, ratable and common benefit  of
all  Holders  of Securities of the applicable series and  Coupons
appertaining   to  such  Securities.   For  the  protection   and
enforcement  of  the provisions of this Section, each  and  every
Securityholder and the Trustee shall be entitled to  such  relief
as can be given either at law or in equity.

          SECTION  4.7     Unconditional Right of Securityholders
to  Institute Certain Suits.  Notwithstanding any other provision
in this Indenture and any provision of any Security, the right of
any  Holder of any Security or Coupon to receive payment  of  the
principal of and interest on such Security or Coupon on or  after
the  respective  due  dates expressed or  provided  for  in  such
Security  or Coupon, or to institute suit for the enforcement  of
any such payment on or after such respective dates, shall not  be
impaired or affected without the consent of such Holder.

          SECTION 4.8    Powers and Remedies Cumulative; Delay or
Omission  Not Waiver of Default.  Except as provided  in  Section
4.6  and  the last paragraph of Section 2.9, no right  or  remedy
herein  conferred  upon  or reserved to the  Trustee  or  to  the
Holders  of Securities or Coupons 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.

          No delay or omission of the Trustee or of any Holder of
Securities  or  Coupons to exercise any right or  power  accruing
upon  any  Event of Default occurring and continuing as aforesaid
shall impair any such right or power or shall be construed to  be
a waiver of any such Event of Default or an acquiescence therein;
and, subject to Section 4.6, every power and remedy given by this
Indenture  or  by  law  to  the Trustee  or  to  the  Holders  of
Securities or Coupons may be exercised from time to time, and  as
often  as  shall be deemed expedient, by the Trustee  or  by  the
Holders of Securities or Coupons.

          SECTION  4.9    Control by Holders of Securities.   The
Holders  of  a  majority  in aggregate principal  amount  of  the
Securities  of each series affected (with all such series  voting
as  a  single class) at the time Outstanding 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
Securities of such series by this Indenture; provided  that  such
direction shall not be otherwise than in accordance with law  and
the  provisions  of  this  Indenture and  provided  further  that
(subject to the provisions of Section 5.1) the Trustee shall have
the right to decline to follow any such direction if the Trustee,
being  advised  by counsel, shall determine that  the  action  or
proceeding  so  directed may not lawfully  be  taken  or  if  the
Trustee  in  good faith by its board of directors, the  executive
committee,  or  a  trust  committee of directors  or  Responsible
Officers  of  the  Trustee shall determine  that  the  action  or
proceedings  so  directed would involve the Trustee  in  personal
liability or if the Trustee in good faith shall so determine that
the  actions  or forebearances specified in or pursuant  to  such
direction would be unduly prejudicial to the interests of Holders
of  the  Securities of all series so affected not joining in  the
giving  of  said direction, it being understood that (subject  to
Section  5.1) the Trustee shall have no duty to ascertain whether
or  not  such actions or forebearances are unduly prejudicial  to
such Holders.

          Nothing in this Indenture shall impair the right of the
Trustee in its discretion to take any action deemed proper by the
Trustee  and  which  is not inconsistent with such  direction  or
directions by Securityholders.

          SECTION 4.10   Waiver of Past Defaults.  Prior  to  the
acceleration  of the maturity of any Securities  as  provided  in
Section  4.1,  the  Holders of a majority in aggregate  principal
amount  of  the Securities of all series at the time  Outstanding
with respect to which an Event of Default shall have occurred and
be  continuing  (voting as a single class) may on behalf  of  the
Holders of all such Securities waive any past default or Event of
Default  described in Section 4.1 and its consequences, except  a
default (1) in the payment of the principal of or any premium  or
interest on any Security of such series, or (2) in respect  of  a
covenant or provision hereof which cannot be modified or  amended
without the consent of the Holder of each Security affected.   In
the  case  of  any such waiver, the Issuer, the Trustee  and  the
Holders of all such Securities shall be restored to their  former
positions and rights hereunder, respectively; but no such  waiver
shall  extend  to any subsequent or other default or  impair  any
right consequent thereon.

          Upon any such waiver, such default shall cease to exist
and  be  deemed to have been cured and not to have occurred,  and
any  Event of Default arising therefrom shall be deemed  to  have
been  cured, and not to have occurred for every purpose  of  this
Indenture;  but no such waiver shall extend to any subsequent  or
other  default or Event of Default or impair any right consequent
thereon.

          SECTION  4.11   Trustee to Give Notice of Default,  But
May Withhold in Certain Circumstances.  The Trustee shall, within
30  days  after the occurrence of a default with respect  to  the
Securities of any series of which the Trustee has actual  notice,
give  notice in compliance with Section 10.4 of all defaults with
respect  to  that  series  known  to  the  Trustee  (i)  if   any
Unregistered  Securities of that series are then Outstanding,  to
the  Holders  thereof,  by  publication  at  least  once  in   an
Authorized Newspaper in the Borough of Manhattan, The City of New
York and at least once in an Authorized Newspaper in London (and,
if  required  by  Section 3.7, at least  once  in  an  Authorized
Newspaper in Luxembourg) and (ii) to all Holders of Securities of
such  series in the manner and to the extent provided in  Section
313(c)  of  the Trust Indenture Act of 1939, unless in each  case
such  defaults  shall  have  been cured  before  the  mailing  or
publication  of such notice (the term "defaults" for the  purpose
of  this  Section  being hereby defined  to  mean  any  event  or
condition which is, or with notice or lapse of time or both would
become,  an Event of Default); provided that, except in the  case
of  default in the payment of the principal of or interest on any
of  the  Securities  of such series, or in  the  payment  of  any
sinking  fund  instalment on 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 or trustees and/or Responsible Officers of the  Trustee
in  good faith determines that the withholding of such notice  is
in the interests of the Securityholders of such series.

          SECTION  4.12    Right of Court to  Require  Filing  of
Undertaking  to Pay Costs.  All parties to this Indenture  agree,
and  each  Holder  of any Security or Coupon  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 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 Securityholder or group of Securityholders
of any series holding in the aggregate more than 10% in aggregate
principal  amount of the Securities of such series,  or,  in  the
case  of any suit relating to or arising under clause (c) or  (g)
of  Section 4.1 (if the suit relates to Securities of  more  than
one  but less than all series), l0% in aggregate principal amount
of  Securities then Outstanding and affected thereby, or  in  the
case  of any suit relating to or arising under clause (c) or  (g)
(if  the  suit  under  clause  (c) or  (g)  relates  to  all  the
Securities then Outstanding), (d) or (e) of Section 4.1,  10%  in
aggregate principal amount of all Securities then Outstanding, or
to  any suit instituted by any Securityholder for the enforcement
of the payment of the principal of or interest on any Security on
or  after  the due date expressed in such Security  or  any  date
fixed for redemption.


                         ARTICLE FIVE
                     CONCERNING THE TRUSTEE

          SECTION  5.1     Duties  and  Responsibilities  of  the
Trustee; During Default; Prior to Default.  With respect  to  the
Holders  of  any  series  of  Securities  issued  hereunder,  the
Trustee,  prior  to the occurrence of an Event  of  Default  with
respect  to the Securities of a particular series and  after  the
curing  or  waiving  of  all Events of  Default  which  may  have
occurred with respect to such series, undertakes to perform  such
duties and only such duties as are specifically set forth in this
Indenture.   In  case  an Event of Default with  respect  to  the
Securities of a series has occurred (which has not been cured  or
waived) the Trustee shall exercise with respect to such series of
Securities  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.

          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 wilful  misconduct,
except that

          (a)   prior  to the occurrence of an Event  of  Default
     with  respect to the Securities of any series and after  the
     curing or waiving of all such Events of Default with respect
     to such series which may have occurred:

               (i)   the  duties and obligations of  the  Trustee
          with  respect to the Securities of any series shall  be
          determined  solely  by the express provisions  of  this
          Indenture, and the Trustee shall not be  liable  except
          for  the performance of such duties and obligations  as
          are  specifically set forth in this Indenture,  and  no
          implied   covenants or obligations shall be  read  into
          this Indenture against the Trustee; and

               (ii)  in  the absence of bad faith on the part  of
          the  Trustee, the Trustee may conclusively rely, as  to
          the  truth of the statements and the correctness of the
          opinions   expressed  therein,  upon  any   statements,
          certificates or opinions furnished to the  Trustee  and
          conforming  to the requirements of this Indenture;  but
          in  the  case  of any such statements, certificates  or
          opinions which by any provision hereof are specifically
          required  to  be furnished to the Trustee, the  Trustee
          shall  be under a duty to examine the same to determine
          whether or not they conform to the requirements of this
          Indenture;

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

          (c)   the  Trustee shall not be liable with respect  to
     any  action taken or omitted to be taken by it in good faith
     in  accordance with the direction of the Holders pursuant to
     Section  4.9  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.

          None  of  the  provisions contained in  this  Indenture
shall  require  the Trustee to expend or risk its  own  funds  or
otherwise  incur personal financial liability in the  performance
of  any of its duties or in the exercise of any of its rights  or
powers,  if  there shall be reasonable ground for believing  that
the  repayment of such funds or adequate indemnity  against  such
liability is not reasonably assured to it.

          The  provisions of this Section 5.1 are in  furtherance
of and subject to Sections 315 and 316 of the Trust Indenture Act
of 1939.

          SECTION  5.2     Certain Rights  of  the  Trustee.   In
furtherance  of and subject to the Trust Indenture Act  of  1939,
subject to Section 5.1:

          (a)   the  Trustee may rely and shall be  protected  in
     acting  or  refraining  from  acting  upon  any  resolution,
     Officers'  Certificate or any other certificate,  statement,
     instrument,  opinion,  report,  notice,  request,   consent,
     order,  bond,  debenture, note, Coupon,  Security  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, direction, order or demand  of  the
     Issuer  mentioned herein shall be sufficiently evidenced  by
     an  Officers' Certificate (unless other evidence in  respect
     thereof   be  herein  specifically  prescribed);   and   any
     resolution of the Board of Directors may be evidenced to the
     Trustee by a copy thereof certified by the secretary  or  an
     assistant secretary of the Issuer;

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

          (d)   the  Trustee  shall  be under  no  obligation  to
     exercise  any of the trusts or powers vested in it  by  this
     Indenture at the request, order or direction of any  of  the
     Securityholders   pursuant  to  the   provisions   of   this
     Indenture, unless such Securityholders shall have offered to
     the  Trustee  reasonable security or indemnity  against  the
     costs,  expenses  and liabilities which  might  be  incurred
     therein or thereby;

          (e)   the  Trustee shall not be liable for  any  action
     taken  or omitted by it in good faith and believed by it  to
     be  authorized  or within the discretion, rights  or  powers
     conferred upon it by this Indenture;

          (f)   prior  to the occurrence of an Event  of  Default
     hereunder  and after the curing or waiving of all Events  of
     Default,  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,   consent,   order,   approval,
     appraisal, bond, debenture, note, Coupon, Security, or other
     paper  or document unless requested in writing so to  do  by
     the  Holders  of  not  less  than a  majority  in  aggregate
     principal  amount of the Securities of all  series  affected
     then  Outstanding; provided that, if the  payment  within  a
     reasonable  time  to the Trustee of the costs,  expenses  or
     liabilities  likely to be incurred by it in  the  making  of
     such  investigation is, in the opinion of the  Trustee,  not
     reasonably  assured to the Trustee by the security  afforded
     to  it  by  the  terms of this Indenture,  the  Trustee  may
     require  reasonable  indemnity  against  such  expenses   or
     liabilities  as  a condition to proceeding;  the  reasonable
     expenses  of every such investigation shall be paid  by  the
     Issuer  or,  if  paid  by  the Trustee  or  any  predecessor
     Trustee, shall be repaid by the Issuer upon demand; and

          (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 not regularly
     in  its employ and the Trustee shall not be responsible  for
     any  misconduct or negligence on the part of any such  agent
     or attorney appointed with due care by it hereunder.

          SECTION  5.3     Trustee Not Responsible for  Recitals,
Disposition  of  Securities or Application of  Proceeds  Thereof.
The  recitals contained herein and in the Securities, except  the
Trustee's certificates of authentication, shall be taken  as  the
statements   of   the   Issuer,  and  the  Trustee   assumes   no
responsibility  for  the correctness of the  same.   The  Trustee
makes no representation as to the validity or sufficiency of this
Indenture or of the Securities or Coupons.  The Trustee shall not
be accountable for the use or application by the Issuer of any of
the Securities or of the proceeds thereof.

          SECTION  5.4    Trustee and Agents May Hold  Securities
or  Coupons; Collections, etc.  The Trustee or any agent  of  the
Issuer  or  the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities or Coupons with the
same  rights  it  would have if it were not the Trustee  or  such
agent  and  may  otherwise  deal with  the  Issuer  and  receive,
collect,  hold  and retain collections from the Issuer  with  the
same  rights  it  would have if it were not the Trustee  or  such
agent.

          SECTION 5.5    Moneys Held by Trustee.  Subject to  the
provisions  of  Section 9.4 hereof, all moneys  received  by  the
Trustee shall, until used or applied as herein provided, be  held
in  trust for the purposes for which they were received, but need
not  be segregated from other funds except to the extent required
by  mandatory  provisions of law.  Neither the  Trustee  nor  any
agent  of  the Issuer or the Trustee shall be under any liability
for interest on any moneys received by it hereunder.

          SECTION  5.6     Compensation  and  Indemnification  of
Trustee and Its Prior Claim.  The Issuer covenants and agrees  to
pay  to  the Trustee from time to time, and the Trustee shall  be
entitled to, reasonable compensation (which shall not be  limited
by  any  provision  of  law in regard to the  compensation  of  a
trustee of an express trust) and the Issuer covenants and  agrees
to pay or reimburse the Trustee and each predecessor Trustee upon
its  request  for  all  reasonable  expenses,  disbursements  and
advances  incurred or made by or on behalf of  it  in  accordance
with  any  of  the  provisions of this Indenture  (including  the
reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in  its
employ) except any such expense, disbursement or advance  as  may
result  from  its  negligence  or bad  faith.   The  Issuer  also
covenants  to indemnify the Trustee and each predecessor  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 Indenture or the trusts hereunder and  its
duties  hereunder, including the costs and expenses of  defending
itself  against  or investigating any claim of liability  in  the
premises.   The obligations of the Issuer under this  Section  to
compensate and indemnify the Trustee and each predecessor Trustee
and  to pay or reimburse the Trustee and each predecessor Trustee
for   expenses,  disbursements  and  advances  shall   constitute
additional   indebtedness  hereunder  and   shall   survive   the
satisfaction  and discharge of this Indenture.   Such  additional
indebtedness  shall be a senior claim to that of  the  Securities
upon  all property and funds held or collected by the Trustee  as
such,  except funds held in trust for the benefit of the  Holders
of  particular  Securities or Coupons,  and  the  Securities  are
hereby subordinated to such senior claim.

          SECTION  5.7     Right of Trustee to Rely on  Officers'
Certificate, etc.  Subject to Sections 5.1 and 5.2,  whenever  in
the  administration of the trusts of this Indenture  the  Trustee
shall  deem it necessary or desirable that a matter be proved  or
established prior to taking or suffering or omitting  any  action
hereunder, such matter (unless other evidence in respect  thereof
be  herein  specifically  prescribed)  may,  in  the  absence  of
negligence or bad faith on the part of the Trustee, be deemed  to
be   conclusively   proved  and  established  by   an   Officers'
Certificate  delivered to the Trustee, and such  certificate,  in
the  absence  of  negligence or bad faith  on  the  part  of  the
Trustee,  shall  be full warrant to the Trustee  for  any  action
taken,  suffered  or omitted by it under the provisions  of  this
Indenture upon the faith thereof.

          SECTION  5.8     Persons Eligible  for  Appointment  as
Trustee.   The  Trustee  for each series of Securities  hereunder
shall  at all times be a corporation organized and doing business
under the laws of the United States of America or of any State or
the District of Columbia having a combined capital and surplus of
at least $5,000,000, and which is eligible in accordance with the
provisions of Section 310(a) of the Trust Indenture Act of  1939.
If  such  corporation  publishes reports of  condition  at  least
annually,  pursuant to law or to the requirements of  a  Federal,
State or District of Columbia 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.

          SECTION 5.9    Resignation and Removal; Appointment  of
Successor Trustee.  (a)  The Trustee, or any trustee or  trustees
hereafter appointed, may at any time resign with respect  to  one
or  more or all series of Securities by giving written notice  of
resignation to the Issuer and (i) if any Unregistered  Securities
of  a  series affected are then Outstanding, by giving notice  of
such  resignation to the Holders thereof, by publication at least
once in an Authorized Newspaper in the Borough of Manhattan,  The
City of New York, and at least once in an Authorized Newspaper in
London  (and,  if required by Section 3.7, at least  once  in  an
Authorized  Newspaper in Luxembourg), (ii)  if  any  Unregistered
Securities of a series affected are then Outstanding, by  mailing
notice of such resignation to the Holders thereof who have  filed
their  names and addresses with the Trustee pursuant  to  Section
313(c)(2) of the Trust Indenture Act of 1939 at such addresses as
were  so furnished to the Trustee and (iii) by mailing notice  of
such  resignation  to the Holders of then Outstanding  Registered
Securities  of  each series affected at their addresses  as  they
shall  appear on the registry books.  Upon receiving such  notice
of  resignation,  the Issuer shall promptly appoint  a  successor
trustee  or  trustees  with respect to the applicable  series  by
written  instrument in duplicate, executed by  authority  of  the
Board  of  Directors,  one  copy of  which  instrument  shall  be
delivered  to the resigning Trustee and one copy to the successor
trustee or trustees.  If no successor trustee shall have been  so
appointed   with  respect  to  any  series  and   have   accepted
appointment  within 30 days after the mailing of such  notice  of
resignation,  the  resigning trustee may petition  any  court  of
competent   jurisdiction  for  the  appointment  of  a  successor
trustee, or any Securityholder who has been a bona fide Holder of
a  Security or Securities of the applicable series for  at  least
six  months  may, subject to the provisions of Section  4.12,  on
behalf of himself and all others similarly situated, petition any
such  court  for  the appointment of a successor  trustee.   Such
court  may thereupon, after such notice, if any, as it  may  deem
proper and prescribe, appoint a successor trustee.

          (b)   In  case  at any time any of the following  shall
     occur:

               (i)   the  Trustee shall fail to comply  with  the
          provisions of Section 310(b) of the Trust Indenture Act
          of  1939 with respect to any series of Securities after
          written  request  therefor by  the  Issuer  or  by  any
          Securityholder  who has been a bona fide  Holder  of  a
          Security or Securities of such series for at least  six
          months; or

               (ii)  the  Trustee shall cease to be  eligible  in
          accordance with the provisions of Section 310(a) of the
          Trust  Indenture Act of 1939 and shall fail  to  resign
          after written request therefor by the Issuer or by  any
          Securityholder; or

               (iii)      the  Trustee shall become incapable  of
          acting  with  respect to any series of  Securities,  or
          shall  be  adjudged  a  bankrupt  or  insolvent,  or  a
          receiver  or  liquidator  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, the Issuer may remove the Trustee  with
respect  to  the applicable series of Securities  and  appoint  a
successor  trustee  for  such series by  written  instrument,  in
duplicate, executed by order of the Board of Directors, one  copy
of  which instrument shall be delivered to the Trustee so removed
and  one  copy to the successor trustee, or, subject  to  Section
315(e) of the Trust Indenture Act of 1939, any Securityholder who
has  been a bona fide Holder of a Security or Securities of  such
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 with respect to such series.  Such court
may  thereupon, after such notice, if any, as it may deem  proper
and  prescribe,  remove  the  Trustee  and  appoint  a  successor
trustee.

          (c)   The  Holders of a majority in aggregate principal
     amount  of  the  Securities  of  each  series  at  the  time
     Outstanding may at any time remove the Trustee with  respect
     to Securities of such series and appoint a successor trustee
     with  respect to the Securities of such series by delivering
     to  the  Trustee  so  removed, to the successor  trustee  so
     appointed  and  to the Issuer the evidence provided  for  in
     Section  6.1  of  the  action in that regard  taken  by  the
     Securityholders.

          (d)   Any  resignation or removal of the  Trustee  with
     respect  to  any series and any appointment of  a  successor
     trustee with respect to such series pursuant to any  of  the
     provisions  of this Section 5.9 shall become effective  upon
     acceptance  of  appointment  by  the  successor  trustee  as
     provided in Section 5.10.

          SECTION  5.10   Acceptance of Appointment by  Successor
Trustee.  Any successor trustee appointed as provided in  Section
5.9   shall  execute  and  deliver  to  the  Issuer  and  to  its
predecessor  trustee  an  instrument accepting  such  appointment
hereunder,  and  thereupon  the resignation  or  removal  of  the
predecessor trustee with respect to all or any applicable  series
shall  become effective and such successor trustee,  without  any
further  act,  deed or conveyance, shall become vested  with  all
rights,  powers,  duties and obligations  with  respect  to  such
series  of  its  predecessor hereunder, with like  effect  as  if
originally  named  as  trustee for such  series  hereunder;  but,
nevertheless,  on  the written request of the Issuer  or  of  the
successor  trustee, upon payment of its charges then unpaid,  the
trustee ceasing to act shall, subject to Section 9.4, pay over to
the successor trustee all moneys at the time held by it hereunder
and  shall execute and deliver an instrument transferring to such
successor   trustee   all  such  rights,   powers,   duties   and
obligations.   Upon  request of any such successor  trustee,  the
Issuer shall execute any and all instruments in writing for  more
fully  and  certainly vesting in and confirming to such successor
trustee all such rights and powers.  Any trustee ceasing  to  act
shall,  nevertheless, retain a prior claim upon all  property  or
funds  held  or collected by such trustee to secure  any  amounts
then due it pursuant to the provisions of Section 5.6.

          If a successor trustee is appointed with respect to the
Securities  of one or more (but not all) series, the Issuer,  the
predecessor  trustee and each successor trustee with  respect  to
the Securities of any applicable series shall execute and deliver
an   indenture  supplemental  hereto  which  shall  contain  such
provisions  as shall be deemed necessary or desirable to  confirm
that all the rights, powers, trusts and duties of the predecessor
trustee with respect to the Securities of any series as to  which
the  predecessor  trustee is not retiring shall  continue  to  be
vested in the predecessor trustee, and 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 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  under  separate
indentures.

          Upon acceptance of appointment by any successor trustee
as  provided  in this Section 5.10, the Issuer shall give  notice
thereof  (a) if any Unregistered Securities of a series  affected
are  then Outstanding, to the Holders thereof, by publication  of
such  notice  at  least once in an Authorized  Newspaper  in  the
Borough  of Manhattan, The City of New York and at least once  in
an  Authorized Newspaper in London (and, if required  by  Section
3.7, at least once in an Authorized Newspaper in Luxembourg), (b)
if  any  Unregistered Securities of a series  affected  are  then
Outstanding,  to the Holders thereof who have filed  their  names
and  addresses with the Trustee pursuant to Section 313(c)(2)  of
the  Trust Indenture Act of 1939, by mailing such notice to  such
Holders  at  such addresses as were so furnished to  the  Trustee
(and  the  Trustee shall make such information available  to  the
Issuer  for  such purpose) and (c) to the Holders  of  Registered
Securities  of  each series affected, by mailing such  notice  to
such  Holders  at  their addresses as they shall  appear  on  the
registry   books.    If   the  acceptance   of   appointment   is
substantially  contemporaneous with  the  resignation,  then  the
notice called for by the preceding sentence may be combined  with
the notice called for by Section 5.9. If the Issuer fails to give
such  notice  within ten days after acceptance of appointment  by
the  successor  trustee, the successor trustee shall  cause  such
notice to be given at the expense of the Issuer.

          SECTION  5.11    Merger, Conversion,  Consolidation  or
Succession  to Business of Trustee.  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, or any corporation succeeding to all or substantially  all
the  corporate  trust  business of  the  Trustee,  shall  be  the
successor   of   the  Trustee  hereunder,  provided   that   such
corporation  shall  be eligible under the provisions  of  Section
5.8,  without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein  to
the contrary notwithstanding.

          In case at the time such successor to the Trustee shall
succeed  to  the  trusts created by this  Indenture  any  of  the
Securities  of any series shall have been authenticated  but  not
delivered,  any  such  successor to the  Trustee  may  adopt  the
certificate  of  authentication of any  predecessor  trustee  and
deliver  such Securities so authenticated; and, in case  at  that
time  any  of  the Securities of any series shall not  have  been
authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or  in
the  name  of the successor Trustee; and in all such  cases  such
certificate shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that  the
certificate of the Trustee shall have; provided, that  the  right
to  adopt  the  certificate of authentication of any  predecessor
trustee  or to authenticate Securities of any series in the  name
of  any predecessor trustee shall apply only to its successor  or
successors by merger, conversion or consolidation.

          SECTION 5.12   Disqualification; Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act of 1939, the Trustee shall
either  eliminate such interest or resign, to the extent  and  in
the  manner  provided by, and subject to the provisions  of,  the
Trust Indenture Act of 1939 and this Indenture.

          SECTION   5.13    Preferential  Collection  of   Claims
Against the Issuer.  The Trustee shall comply with Section 311(a)
of  the  Trust  Indenture  Act of 1939,  excluding  any  creditor
relationship  described in Section 311(b) of the Trust  Indenture
Act of 1939.  A Trustee who has resigned or been removed shall be
subject  to Section 311(a) of the Trust Indenture Act of 1939  to
the extent included therein.

          SECTION 5.14   Appointment of Authenticating Agent.  As
long  as  any  Securities  of a series  remain  Outstanding,  the
Trustee  may,  by  an  instrument in writing,  appoint  with  the
approval   of   the   Issuer   an   authenticating   agent   (the
"Authenticating  Agent")  which shall be  authorized  to  act  on
behalf  of  the  Trustee  to authenticate  Securities,  including
Securities  issued  upon  exchange,  registration  of   transfer,
partial  redemption  or pursuant to Section 2.9.   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  the
Trustee.   Whenever reference is made in this  Indenture  to  the
authentication and delivery of Securities of any  series  by  the
Trustee  or to the Trustee's certificate of authentication,  such
reference shall be deemed to include authentication and  delivery
on  behalf  of  the Trustee by an Authenticating Agent  for  such
series and a certificate of authentication executed on behalf  of
the  Trustee  by  such Authenticating Agent.  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
$5,000,000 (determined as provided in Section 5.8 with respect to
the Trustee) and subject to supervision or examination by Federal
or State authority.

          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 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 or  such
Authenticating Agent.

4          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 Trustee and to the Issuer.  The Trustee may
at  any time terminate the Agency of any Authenticating Agent  by
giving written notice of termination to such Authenticating Agent
and  to  the Issuer.  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 5.12 with respect to one  or
more  series  of Securities, the Trustee may upon receipt  of  an
Issuer  Order  appoint a successor Authenticating Agent  and  the
Issuer shall provide notice of such appointment to all Holders of
Securities  of  such  series in the  manner  and  to  the  extent
provided  in  Section  5.10.  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.   The  Issuer  agrees  to   pay   to   the
Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of  any
series  shall have no responsibility or liability for any  action
taken by it as such at the direction of the Trustee.

          Sections 5.2, 5.3, 5.4, 5.6, 5.8, 5.12 and 6.3 shall be
applicable to any Authenticating Agent.

                          ARTICLE SIX
                 CONCERNING THE SECURITYHOLDERS

          SECTION   6.1      Evidence   of   Action   Taken    by
Securityholders.  Any request, demand, authorization,  direction,
notice,  consent,  waiver  or  other  action  provided  by   this
Indenture  to  be  given  or taken by a specified  percentage  in
principal amount of the Securityholders of any or all series  may
be  embodied  in  and  evidenced by one or  more  instruments  of
substantially  similar tenor signed by such specified  percentage
of  Securityholders  in  person or by  agent  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.   Proof  of  execution  of  any
instrument  or  of a writing appointing any such agent  shall  be
sufficient  for  any purpose of this Indenture  and  (subject  to
Sections 5.1 and 5.2) conclusive in favor of the Trustee and  the
Issuer, if made in the manner provided in this Article.

          SECTION 6.2    Proof of Execution of Instruments and of
          Holding of Securities.  Subject to Sections 5.1 and 5.2, the
execution of any instrument by a Securityholder or his  agent  or
proxy may be proved in the following manner:

          (a)   The fact and date of the execution by any  Holder
     of  any  instrument may be proved by the certificate of  any
     notary   public   or  other  officer  of  any   jurisdiction
     authorized  to  take acknowledgments of deeds or  administer
     oaths   that   the   Person   executing   such   instruments
     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   or  on  behalf  of  any  legal  entity  other  than  an
     individual,  such  certificate  or  affidavit   shall   also
     constitute  sufficient proof of the authority of the  Person
     executing  the same.  The fact of the holding by any  Holder
     of   an  Unregistered  Security  of  any  series,  and   the
     identifying  number of such Security and  the  date  of  his
     holding  the same, may be proved by the production  of  such
     Security  or by a certificate executed by any trust company,
     bank,   banker  or  recognized  securities  dealer  wherever
     situated  satisfactory to the Trustee, if  such  certificate
     shall  be  deemed  by the Trustee to be satisfactory.   Each
     such certificate shall be dated and shall state that on  the
     date  thereof a Security of such series bearing a  specified
     identifying number was deposited with or exhibited  to  such
     trust  company, bank, banker or recognized securities dealer
     by   the  Person  named  in  such  certificate.   Any   such
     certificate  may  be  issued  in  respect  of  one  or  more
     Unregistered  Securities  of one or  more  series  specified
     therein.   The  holding  by the Person  named  in  any  such
     certificate  of any Unregistered Securities  of  any  series
     specified therein shall be presumed to continue for a period
     of  one year from the date of such certificate unless at the
     time  of  any  determination of  such  holding  (1)  another
     certificate  bearing a later date issued in respect  of  the
     same  Securities shall be produced, or (2) the  Security  of
     such  series specified in such certificate shall be produced
     by  some  other Person, or (3) the Security of  such  series
     specified  in  such  certificate shall  have  ceased  to  be
     Outstanding. The fact and date of the execution of any  such
     instrument and the amount and numbers of Securities  of  any
     series  held by the Person so executing such instrument  and
     the  amount  and  numbers of any Security or Securities  for
     such  series  may  also  be proven in accordance  with  such
     reasonable rules and regulations as may be prescribed by the
     Trustee  for  such series or in any other manner  which  the
     Trustee for such series may deem sufficient.

          (b)    In  the  case  of  Registered  Securities,   the
     ownership of such Securities shall be proved by the Security
     register or by a certificate of the Security registrar.

          SECTION  6.3     Holders to be Treated as Owners.   The
Issuer,  the  Trustee and any agent of the Issuer or the  Trustee
may deem and treat the Person in whose name any Security shall be
registered  upon  the Security register for such  series  as  the
absolute  owner  of such Security (whether or not  such  Security
shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or
on  account of the principal of and, subject to the provisions of
this  Indenture,  interest on such Security  and  for  all  other
purposes; and neither the Issuer nor the Trustee nor any agent of
the  Issuer or the Trustee shall be affected by any notice to the
contrary.  The Issuer, the Trustee and any agent of the Issuer or
the Trustee may treat the Holder of any Unregistered Security and
the   Holder  of  any  Coupon  as  the  absolute  owner  of  such
Unregistered Security or Coupon (whether or not such Unregistered
Security or Coupon shall be overdue) for the purpose of receiving
payment  thereof or on account thereof and for all other purposes
and  neither the Issuer, the Trustee, nor any agent of the Issuer
or  the  Trustee shall be affected by any notice to the contrary.
All  such payments so made to any such Person, or upon his order,
shall  be  valid, and, to the extent of the sum or sums so  paid,
effectual  to  satisfy  and discharge the  liability  for  moneys
payable upon any such Unregistered Security or Coupon.

          SECTION  6.4    Securities Owned by Issuer  Deemed  Not
Outstanding.  In determining whether the Holders of the requisite
aggregate  principal amount of Outstanding Securities of  any  or
all  series  have concurred in any direction, consent  or  waiver
under this Indenture, Securities which are owned by the Issuer or
any  other  obligor on the Securities with respect to which  such
determination  is  being  made  or  by  any  Person  directly  or
indirectly  controlling  or controlled  by  or  under  direct  or
indirect  common control with the Issuer or any other obligor  on
the  Securities with respect to which such determination is being
made  shall  be disregarded and deemed not to be Outstanding  for
the  purpose  of  any  such determination, except  that  for  the
purpose of determining whether the Trustee shall be protected  in
relying  on any such direction, consent or waiver only Securities
which  the  Trustee knows are so owned shall be  so  disregarded.
Securities so owned which 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 so  to  act  with
respect to such Securities and that the pledgee is not the Issuer
or  any  other obligor upon the Securities or any Person directly
or  indirectly  controlling or controlled by or under  direct  or
indirect  common control with the Issuer or any other obligor  on
the Securities. In case of a dispute as to such right, the advice
of  counsel  shall be full protection in respect of any  decision
made by the Trustee in accordance with such advice.  Upon request
of  the Trustee, the Issuer shall furnish to the Trustee promptly
an  Officers' Certificate listing and identifying all Securities,
if  any,  known by the Issuer to be owned or held by or  for  the
account  of  any of the above-described Persons; and, subject  to
Sections  5.1  and 5.2, the Trustee shall be entitled  to  accept
such  Officers' Certificate as conclusive evidence of  the  facts
therein set forth and of the fact that all Securities not  listed
therein   are   Outstanding  for  the   purpose   of   any   such
determination.

          SECTION 6.5    Right of Revocation of Action Taken.  At
any  time prior to (but not after) the evidencing to the Trustee,
as  provided in Section 6.1, of the taking of any action  by  the
Holders  of the percentage in aggregate principal amount  of  the
Securities of any or all series, as the case may be, specified in
this  Indenture in connection with such action, any Holder  of  a
Security  the serial number of which is shown by the evidence  to
be  included  among  the  serial numbers of  the  Securities  the
Holders  of  which have consented to such action may,  by  filing
written  notice at the Corporate Trust Office and upon  proof  of
holding as provided in this Article, revoke such action so far as
concerns  such  Security.  Except as aforesaid  any  such  action
taken  by  the  Holder of any Security shall  be  conclusive  and
binding  upon such Holder and upon all future Holders and  owners
of  such  Security and of any Securities issued  in  exchange  or
substitution  therefor or on registration  of  transfer  thereof,
irrespective of whether or not any notation in regard thereto  is
made upon any such Security.  Any action taken by the Holders  of
the percentage in aggregate principal amount of the Securities of
any  or  all  series,  as  the case may  be,  specified  in  this
Indenture  in  connection with such action shall be  conclusively
binding  upon the Issuer, the Trustee and the Holders of all  the
Securities affected by such action.


                         ARTICLE SEVEN
                    SUPPLEMENTAL INDENTURES

          SECTION  7.1    Supplemental Indentures Without Consent
of  Securityholders.  The Issuer, when authorized by a resolution
of  its  Board of Directors (which resolution may provide general
terms  or  parameters for such action and may  provide  that  the
specific  terms  of such action may be determined  in  accordance
with  or  pursuant to an Officers' Certificate), and the  Trustee
may from time to time and at any time enter into an indenture  or
indentures  supplemental hereto for one or more of the  following
purposes:

          (a)  to convey, transfer, assign, mortgage or pledge to
     the  Trustee as security for the Securities of one  or  more
     series any property or assets;

          (b)   to evidence the succession of another corporation
     to the Issuer, or successive successions, and the assumption
     by  the  successor corporation of the covenants,  agreements
     and obligations of the Issuer pursuant to Article Eight;

          (c)  to add to the covenants of the Issuer such further
     covenants,  restrictions, conditions or  provisions  as  the
     Issuer  and  the  Trustee  shall  consider  to  be  for  the
     protection of the Holders of Securities or Coupons,  and  to
     make the occurrence, or the occurrence and continuance, of a
     default  in  any  such  additional covenants,  restrictions,
     conditions or provisions an Event of Default permitting  the
     enforcement  of all or any of the several remedies  provided
     in  this  Indenture as herein set forth; provided,  that  in
     respect   of  any  such  additional  covenant,  restriction,
     condition  or  provision  such  supplemental  indenture  may
     provide  for  a  particular period of  grace  after  default
     (which period may be shorter or longer than that allowed  in
     the  case of other defaults) or may provide for an immediate
     enforcement upon such an Event of Default or may  limit  the
     remedies  available to the Trustee upon  such  an  Event  of
     Default  or may limit the right of the Holders of a majority
     in  aggregate  principal amount of the  Securities  of  such
     series to waive such an Event of Default;

          (d)   to cure any ambiguity or to correct or supplement
     any  provision  contained  herein  or  in  any  supplemental
     indenture  which may be defective or inconsistent  with  any
     other  provision  contained herein or  in  any  supplemental
     indenture, or to make any other provisions as the Issuer may
     deem  necessary or desirable, provided that no  such  action
     shall  adversely affect the interests of the Holders of  the
     Securities or Coupons;

          (e)   to  establish the form or terms of Securities  of
     any series or of the Coupons appertaining to such Securities
     as permitted by Sections 2.1 and 2.3; and

          (f)   to  evidence  and provide for the  acceptance  of
     appointment hereunder by a successor trustee with respect to
     the Securities of one or more series 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 5.10.

          The  Trustee  is  hereby authorized to  join  with  the
Issuer  in  the execution of any such supplemental indenture,  to
make  any  further appropriate agreements and stipulations  which
may  be therein contained and to accept the conveyance, transfer,
assignment,  mortgage or pledge of any property  thereunder,  but
the  Trustee  shall  not  be obligated to  enter  into  any  such
supplemental  indenture which affects the Trustee's  own  rights,
duties or immunities under this Indenture or otherwise.

          Any supplemental indenture authorized by the provisions
of  this  Section  may be executed without  the  consent  of  the
Holders  of  any  of  the  Securities at  the  time  Outstanding,
notwithstanding any of the provisions of Section 7.2.

          SECTION 7.2    Supplemental Indentures With Consent  of
Securityholders.   With  the consent (evidenced  as  provided  in
Article  Six)  of  the Holders of not less  than  a  majority  in
aggregate  principal  amount  of  the  Securities  at  the   time
Outstanding of all series affected by such supplemental indenture
(voting  as  one  class),  the  Issuer,  when  authorized  by   a
resolution  of  its  Board  of Directors  (which  resolution  may
provide  general  terms or parameters for  such  action  and  may
provide  that the specific terms of such action may be determined
in  accordance  with  or pursuant to an Issuer  Order),  and  the
Trustee  may,  from time to time and at any time, 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 any supplemental
indenture or of modifying in any manner the rights of the Holders
of  the  Securities  of  each  such  series  or  of  the  Coupons
appertaining   to  such  Securities;  provided,  that   no   such
supplemental indenture shall (a) extend the final maturity of any
Security,  or reduce the principal amount thereof, or reduce  the
rate or extend the time of payment of interest thereon, or reduce
any  amount payable on redemption thereof, or make the  principal
thereof  (including  any  amount in  respect  of  original  issue
discount)  or  interest thereon payable in any coin  or  currency
other  than  that provided in the Securities and  Coupons  or  in
accordance  with the terms thereof, or reduce the amount  of  the
principal  of an Original Issue Discount Security that  would  be
due  and  payable  upon an acceleration of the  maturity  thereof
pursuant  to  Section  4.1  or  the amount  thereof  provable  in
bankruptcy  pursuant to Section 4.2, or alter the  provisions  of
Section  10.11  or  10.12 or impair or affect the  right  of  any
Securityholder to institute suit for the payment thereof  or,  if
the  Securities provide therefor, any right of repayment  at  the
option of the Securityholder, in each case without the consent of
the  Holders  of  each Security so affected, or  (b)  reduce  the
aforesaid percentage of Securities of any series, the consent  of
the  Holders  of  which  is required for  any  such  supplemental
indenture, without the consent of the Holders of each Security so
affected.

          A  supplemental indenture which changes  or  eliminates
any  covenant  or  other provision of this  Indenture  which  has
expressly  been included solely for the benefit of  one  or  more
particular series of Securities, or which modifies the rights  of
Holders  of Securities of such series, or of Coupons appertaining
to  such  Securities, with respect to such covenant or provision,
shall be deemed not to affect the rights under this Indenture  of
the  Holders of Securities of any other series or of the  Coupons
appertaining to such Securities.

          Upon  the request of the Issuer, accompanied by a  copy
of  a resolution of the Board of Directors (which resolution  may
provide  general  terms or parameters for  such  action  and  may
provide  that the specific terms of such action may be determined
in  accordance with or pursuant to an Issuer Order) certified  by
the secretary or an assistant secretary of the Issuer authorizing
the  execution of any such supplemental indenture, and  upon  the
filing with the Trustee of evidence of the consent of the Holders
of  the  Securities  as aforesaid and other  documents,  if  any,
required  by Section 6.1, the Trustee shall join with the  Issuer
in  the  execution  of  such supplemental indenture  unless  such
supplemental  indenture affects the Trustee's own rights,  duties
or  immunities under this Indenture or otherwise, in  which  case
the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

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

          Promptly  after  the execution by the  Issuer  and  the
Trustee  of any supplemental indenture pursuant to the provisions
of this Section, the Trustee shall give notice thereof (i) to the
Holders of then Outstanding Registered Securities of each  series
affected thereby, by mailing a notice thereof by first-class mail
to  such Holders at their addresses as they shall appear  on  the
Security  register,  (ii)  if any Unregistered  Securities  of  a
series  affected  thereby are then Outstanding,  to  the  Holders
thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939,
by  mailing a notice thereof by first-class mail to such  Holders
at  such addresses as were so furnished to the Trustee and  (iii)
if  any Unregistered Securities of a series affected thereby  are
then  Outstanding, to all Holders thereof, by  publication  of  a
notice  thereof at least once in an Authorized Newspaper  in  the
Borough  of Manhattan, The City of New York and at least once  in
an  Authorized Newspaper in London (and, if required  by  Section
3.7, at least once in an Authorized Newspaper in Luxembourg), and
in  each  case such notice shall set forth in general  terms  the
substance  of  such supplemental indenture.  Any failure  of  the
Issuer  to  give such notice, or any defect therein,  shall  not,
however,  in  any way impair or affect the validity of  any  such
supplemental indenture.


          SECTION 7.3    Effect of Supplemental Indenture.   Upon
the  execution  of  any supplemental indenture  pursuant  to  the
provisions  hereof, this Indenture shall be and be deemed  to  be
modified  and amended in accordance therewith and the  respective
rights, limitations of rights, obligations, duties and immunities
under  this Indenture of the Trustee, the Issuer and the  Holders
of Securities of each series affected thereby shall thereafter be
determined,  exercised  and enforced  hereunder  subject  in  all
respects to such modifications and amendments, and all the  terms
and conditions of any such supplemental indenture shall be and be
deemed  to  be part of the terms and conditions of this Indenture
for any and all purposes.

          SECTION  7.4    Documents to Be Given to Trustee.   The
Trustee,  subject to the provisions of Sections 5.1 and 5.2,  may
receive  an  Officers' Certificate and an Opinion of  Counsel  as
conclusive  evidence  that  any supplemental  indenture  executed
pursuant  to  this  Article Seven complies  with  the  applicable
provisions of this Indenture.

          SECTION  7.5     Notation on Securities in  Respect  of
Supplemental  Indentures.  Securities of any series authenticated
and  delivered after the execution of any supplemental  indenture
pursuant to the provisions of this Article may bear a notation in
form  approved  by the Trustee for such series as to  any  matter
provided  for by such supplemental indenture or as to any  action
taken by Securityholders.  If the Issuer or the Trustee shall  so
determine,  new  Securities  of any  series  so  modified  as  to
conform,  in  the  opinion  of  the  Trustee  and  the  Board  of
Directors, to any modification of this Indenture contained in any
such  supplemental  indenture may  be  prepared  by  the  Issuer,
authenticated  by the Trustee and delivered in exchange  for  the
Securities of such series then Outstanding.


                         ARTICLE EIGHT
           CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          SECTION  8.1    Issuer May Consolidate, etc.,  Only  on
Certain  Terms.  The Issuer 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:

          (a)   the  corporation formed by such consolidation  or
     into which the Issuer is merged or the Person which acquires
     by  conveyance, transfer or lease the properties and  assets
     of  the  Issuer substantially as an entirety shall expressly
     assume,  by  a  supplemental indenture hereto, executed  and
     delivered  to  the  Trustee, in  form  satisfactory  to  the
     Trustee,  the  due and punctual payment of the principal  of
     and  interest  on  all the Securities and Coupons,  if  any,
     according  to  their  tenor, and the  performance  of  every
     covenant of this Indenture on the part of the Issuer  to  be
     performed or observed;

          (b)    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;

          (c)   the  Issuer  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;
     and

          (d)  the Issuer has delivered to the Trustee such other
     documents  as the Trustee may, in its discretion, reasonably
     require.

          SECTION  8.2    Successor Corporation Substituted.   In
case   of   any  such  consolidation,  merger,  sale,  lease   or
conveyance,  and  following such an assumption by  the  successor
Person, such successor Person shall succeed to and be substituted
for  the  Issuer, with the same effect as if it  had  been  named
herein.   Such successor Person may cause to be signed,  and  may
issue  either in its own name or in the name of the Issuer  prior
to  such  succession  any  or  all  of  the  Securities  issuable
hereunder  which  together with any Coupons appertaining  thereto
theretofore  shall  not  have  been  signed  by  the  Issuer  and
delivered  to the Trustee; and, upon the order of such  successor
Person,  instead  of the Issuer, and subject to  all  the  terms,
conditions  and  limitations in this  Indenture  prescribed,  the
Trustee  shall  authenticate  and shall  deliver  any  Securities
together  with any Coupons appertaining thereto which  previously
shall  have  been  signed and delivered by the  officers  of  the
Issuer  to  the  Trustee for authentication, and  any  Securities
which  such successor Person thereafter shall cause to be  signed
and  delivered  to  the Trustee for that  purpose.   All  of  the
Securities  so  issued  together with  any  Coupons  appertaining
thereto  shall  in  all respects have the  same  legal  rank  and
benefit  under  this Indenture as the Securities  theretofore  or
thereafter issued in accordance with the terms of this  Indenture
as  though all of such Securities had been issued at the date  of
the execution hereof.

          In  case of any such consolidation, merger, sale, lease
or  conveyance,  such changes in phrasing and form  (but  not  in
substance)  may be made in the Securities and Coupons  thereafter
to be issued as may be appropriate.

          In the event of any such sale or conveyance (other than
a  conveyance by way of lease) the Issuer or any successor Person
which  shall theretofore have become such in the manner described
in  this  Article  shall be discharged from all  obligations  and
covenants  under  this Indenture and the Securities  and  may  be
liquidated and dissolved.


                         ARTICLE NINE
            SATISFACTION AND DISCHARGE OF INDENTURE;
                       UNCLAIMED MONEYS

          SECTION 9.1    Satisfaction and Discharge of Indenture.
(A)   If at any time (a) the Issuer shall have paid or caused  to
be  paid  the principal of and interest on all the Securities  of
any  series  Outstanding  hereunder  and  all  unmatured  Coupons
appertaining  thereto (other than Securities of such  series  and
Coupons  appertaining thereto which have been destroyed, lost  or
stolen  and  which  have been replaced or  paid  as  provided  in
Section  2.9)  as  and when the same shall have  become  due  and
payable,  or  (b) the Issuer shall have delivered to the  Trustee
for   cancellation  all  Securities  of  any  series  theretofore
authenticated  and  all  unmatured Coupons  appertaining  thereto
(other   than   any  Securities  of  such  series   and   Coupons
appertaining  thereto which shall have been  destroyed,  lost  or
stolen and which shall have been replaced or paid as provided  in
Section 2.9) or (c) in the case of any series of Securities where
the  exact or maximum amount (including the currency of  payment)
of  principal  of and interest due on which can be determined  at
the  time of making the deposit referred to in clause (ii) below,
(i)  all  the Securities of such series and all unmatured Coupons
appertaining thereto not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are  by  their
terms  to  become due and payable within one year or  are  to  be
called   for   redemption  within  one  year  under  arrangements
satisfactory  to  the  Trustee  for  the  giving  of  notice   of
redemption, and (ii) the Issuer shall have irrevocably  deposited
or  caused  to be deposited with the Trustee as trust  funds  the
entire amount in cash (other than moneys repaid by the Trustee or
any  paying  agent to the Issuer in accordance with Section  9.4)
or, in the case of any series of Securities the payments on which
may  only  be made in Dollars, direct obligations of  the  United
States  of America, backed by its full faith and credit (and  not
subject  to redemption or prepayment at the option of the holders
thereof) ("United States Government Obligations"), maturing as to
principal and interest at such times and in such amounts as  will
insure  the  availability  of cash,  or  a  combination  thereof,
sufficient  in  the  opinion of a nationally recognized  firm  of
independent   public   accountants   expressed   in   a   written
certification thereof delivered to the Trustee, to  pay  (A)  the
principal  and  interest on all Securities  of  such  series  and
Coupons appertaining thereto on each date that such principal  or
interest  is  due and payable and (B) any mandatory sinking  fund
payments on the dates on which such payments are due and  payable
in  accordance with the terms of the Indenture and the Securities
of  such series; and if, in any such case, the Issuer shall  also
pay  or cause to be paid all other sums payable hereunder by  the
Issuer  with respect to the Securities of such series, then  this
Indenture  with  respect to the Securities of such  series  shall
cease  to  be  of  further effect (except as  to  (i)  rights  of
registration  of  transfer and exchange  of  Securities  of  such
series and of Coupons appertaining thereto and the Issuer's right
of  optional redemption, if any, (ii) substitution of  mutilated,
defaced,  destroyed, lost or stolen Securities or Coupons,  (iii)
rights  of Holders of Securities and Coupons appertaining thereto
to  receive  payments of principal thereof and interest  thereon,
upon  the  original  stated  due dates  therefor  (but  not  upon
acceleration),  and  remaining rights of the Holders  to  receive
mandatory  sinking  fund  payments,  if  any,  (iv)  the  rights,
obligations, duties and immunities of the Trustee hereunder,  (v)
the  rights  of  the  Holders of Securities of  such  series  and
Coupons appertaining thereto as beneficiaries hereof with respect
to  the property so deposited with the Trustee payable to all  or
any of them, and (vi) the obligations of the Issuer under Section
3.2)  and the Trustee, on demand of the Issuer accompanied by  an
Officers' Certificate and an Opinion of Counsel and at  the  cost
and  expense  of  the  Issuer, shall execute  proper  instruments
acknowledging such satisfaction of and discharging this Indenture
with respect to the Securities of such series; provided, that the
rights  of  Holders  of  the Securities and  Coupons  to  receive
amounts in respect of principal of and interest on the Securities
and  Coupons  held  by  them shall not  be  delayed  longer  than
required  by then-applicable mandatory rules or policies  of  any
securities  exchange upon which the Securities are  listed.   The
Issuer  agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred and to compensate the
Trustee  for  any  services thereafter  reasonably  and  properly
rendered by the Trustee in connection with this Indenture or  the
Securities of such series.

          (B)   The  following  provisions  shall  apply  to  the
Securities of each series unless specifically otherwise  provided
in   a  Board  Resolution,  Officers'  Certificate  or  indenture
supplemental  hereto  provided  pursuant  to  Section  2.3.    In
addition  to  discharge of the Indenture  pursuant  to  the  next
preceding paragraph, in the case of any series of Securities  the
exact  or maximum amounts (including the currency of payment)  of
principal of and interest due on which can be determined  at  the
time  of making the deposit referred to in clause (a) below,  the
Issuer  shall  be deemed to have paid and discharged  the  entire
indebtedness  on  all the Securities of such  a  series  and  the
Coupons  appertaining thereto on the 91st day after the  date  of
the  deposit  referred  to in subparagraph  (a)  below,  and  the
provisions  of  this Indenture with respect to the Securities  of
such  series and Coupons appertaining thereto shall no longer  be
in  effect  (except as to (i) rights of registration of  transfer
and  exchange  of  Securities  of  such  series  and  of  Coupons
appertaining   thereto  and  the  Issuer's  right   of   optional
redemption,  if  any,  (ii) substitution of  mutilated,  defaced,
destroyed, lost or stolen Securities or Coupons, (iii) rights  of
Holders of Securities and Coupons appertaining thereto to receive
payments  of  principal thereof and interest  thereon,  upon  the
original  stated due dates therefor (but not upon  acceleration),
and  remaining rights of the Holders to receive mandatory sinking
fund  payments, if any, (iv) the rights, obligations, duties  and
immunities  of  the  Trustee hereunder, (v)  the  rights  of  the
Holders  of  Securities of such series and  Coupons  appertaining
thereto  as beneficiaries hereof with respect to the property  so
deposited with the Trustee payable to all or any of them and (vi)
the obligations of the Issuer under Section 3.2) and the Trustee,
at  the  expense  of  the Issuer, shall at the Issuer's  request,
execute proper instruments acknowledging the same, if

          (a)   with  reference to this provision the Issuer  has
     irrevocably deposited or caused to be irrevocably  deposited
     with  the  Trustee  as  trust funds in  trust,  specifically
     pledged  as  security  for,  and dedicated  solely  to,  the
     benefit of the Holders of the Securities of such series  and
     Coupons appertaining thereto (i) cash in an amount, or  (ii)
     in  the  case  of any series of Securities the  payments  on
     which  may only be made in Dollars, United States Government
     Obligations, maturing as to principal and interest  at  such
     times and in such amounts as will insure the availability of
     cash  or  (iii)  a combination thereof, sufficient,  in  the
     opinion  of  a  nationally recognized  firm  of  independent
     public  accountants  expressed in  a  written  certification
     thereof  delivered to the Trustee, to pay (A) the  principal
     and  interest on all Securities of such series  and  Coupons
     appertaining  thereto on each date that  such  principal  or
     interest  is  due and payable and (B) any mandatory  sinking
     fund  payments on the dates on which such payments  are  due
     and  payable  in accordance with the terms of the  Indenture
     and the Securities of such series;

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

          (c)  the Issuer has delivered to the Trustee an Opinion
     of  Counsel  (from an expert in matters relating to  Federal
     income  tax law who is not an employee of the Issuer)  based
     on  the fact that (x) the Issuer has received from, or there
     has been published by, the Internal Revenue Service a ruling
     or (y) since the date hereof, there has been a change in the
     applicable  Federal income tax law, in either  case  to  the
     effect  that,  and  such  opinion shall  confirm  that,  the
     Holders  of  the  Securities  of  such  series  and  Coupons
     appertaining thereto will not recognize income, gain or loss
     for Federal income tax purposes as a result of such deposit,
     defeasance  and  discharge and will be  subject  to  Federal
     income  tax on the same amounts, in the same manner  and  at
     the same times, as would have been the case if such deposit,
     defeasance and discharge had not occurred;

          (d)   the  Issuer  has  delivered  to  the  Trustee  an
     Officers'  Certificate  and  an  Opinion  of  Counsel,  each
     stating  that all conditions precedent provided for relating
     to  the defeasance contemplated by this provision have  been
     complied with;

          (e)  no Event of Default or event which with notice  or
     lapse of time or both would become an Event of Default  with
     respect  to  the  Securities  shall  have  occurred  and  be
     continuing  on  the  date  of such deposit  or,  insofar  as
     subsections 4.1(d) and (e) are concerned, at any time during
     the  period  ending on the 91st day after the date  of  such
     deposit  (it being understood that this condition shall  not
     be deemed satisfied until the expiration of such period);

          (f)   such  covenant  defeasance contemplated  by  this
     provision shall not cause any Securities then listed on  any
     registered national securities exchange under the Securities
     Exchange Act of 1934, as amended, to be delisted; and

          (g)   such  covenant  defeasance shall  not  cause  the
     Trustee  to  have  a conflicting interest  as  described  in
     Section  310 of the Trust Indenture Act of 1939 with respect
     to any securities of the Issuer.

          (C)   The  following  provisions  shall  apply  to  the
Securities of each series unless specifically otherwise  provided
in   a  Board  Resolution,  Officers'  Certificate  or  indenture
supplemental  hereto provided pursuant to Section  2.3.   In  the
case  of  any  series of Securities the exact or maximum  amounts
(including the currency of payment) of principal of and  interest
due  on which can be determined at the time of making the deposit
referred  to  in clause (a) below, the Issuer shall  be  released
from  its obligations under Sections 3.6 and 8.1 with respect  to
the  Securities of any such series, and any Coupons  appertaining
thereto,  Outstanding on and after the date  the  conditions  set
forth  below  are satisfied (hereinafter, "covenant defeasance").
For  this  purpose,  such covenant defeasance  means  that,  with
respect  to the Outstanding Securities of any series, the  Issuer
may omit to comply with and shall have no liability in respect of
any  term,  condition or limitation set forth in  such  Sections,
whether  directly  or  indirectly  by  reason  of  any  reference
elsewhere  herein to such Sections or by reason of any  reference
in  such  Sections to any other provision herein or in any  other
document  and  such  omission to comply shall not  constitute  an
Event  of  Default under Section 4.1, but the remainder  of  this
Indenture  and  such Securities and Coupons shall  be  unaffected
thereby. The following shall be the conditions to application  of
this subsection C of this Section 9.1:

          (a)  the Issuer has irrevocably deposited or caused  to
     be  deposited with the Trustee as trust funds in  trust  for
     the  purpose  of making the following payments, specifically
     pledged  as  security  for,  and dedicated  solely  to,  the
     benefit of the Holders of the Securities of such series  and
     Coupons appertaining thereto, (i) cash in an amount, or (ii)
     in  the  case  of any series of Securities the  payments  on
     which  may only be made in Dollars, United States Government
     Obligations  maturing as to principal and interest  at  such
     times and in such amounts as will insure the availability of
     cash  or  (iii)  a combination thereof, sufficient,  in  the
     opinion  of  a  nationally recognized  firm  of  independent
     public  accountants  expressed in  a  written  certification
     thereof  delivered to the Trustee, to pay (A) the  principal
     and  interest on all Securities of such series  and  Coupons
     appertaining  thereto on each date that such  principal  and
     interest  is  due and payable and (B) any mandatory  sinking
     fund payments on the day on which such payments are due  and
     payable  in  accordance with the terms of the Indenture  and
     the Securities of such series;

          (b)  no Event of Default or event which with notice  or
     lapse of time or both would become an Event of Default  with
     respect  to  the  Securities  shall  have  occurred  and  be
     continuing  on  the  date  of such deposit  or,  insofar  as
     subsections 4.1(d) and (e) are concerned, at any time during
     the  period  ending on the 91st day after the date  of  such
     deposit  (it being understood that this condition shall  not
     be deemed satisfied until the expiration of such period);

          (c)   such  covenant  defeasance shall  not  cause  the
     Trustee  to  have  a conflicting interest  as  described  in
     Section  310 of the Trust Indenture Act of 1939 with respect
     to any securities of the Issuer;

          (d)   such  covenant defeasance shall not result  in  a
     breach or violation of, or constitute a default under,  this
     Indenture or any other agreement or instrument to which  the
     Issuer is a party or by which it is bound;

          (e)   such  covenant  defeasance shall  not  cause  any
     Securities then listed on any registered national securities
     exchange  under  the Securities Exchange  Act  of  1934,  as
     amended, to be delisted.;


          (f)  the Issuer shall have delivered to the Trustee  an
     Officers' Certificate and Opinion of Counsel (from an expert
     in  matters relating to Federal income tax law who is not an
     employee  of the Issuer) to the effect that the  Holders  of
     the  Securities  of  such  series and  Coupons  appertaining
     thereto  will not recognize income, gain or loss for Federal
     income  tax purposes as a result of such covenant defeasance
     and  will  be  subject to Federal income  tax  on  the  same
     amounts,  in the same manner and at the same times as  would
     have  been  the  case  if such covenant defeasance  had  not
     occurred; and

          (g)  The Issuer shall have delivered to the Trustee  an
     Officers'  Certificate  and  an  Opinion  of  Counsel,  each
     stating  that all conditions precedent provided for relating
     to  the  covenant defeasance contemplated by this  provision
     have been complied with.

          SECTION   9.2     Application  by  Trustee   of   Funds
Deposited for Payment of Securities.  Subject to Section 9.4, all
moneys deposited with the Trustee (or other trustee) pursuant  to
Section  9.1  shall be held in trust and applied  by  it  to  the
payment,  either directly or through any paying agent  (including
the Issuer acting as its own paying agent), to the Holders of the
particular  Securities of such series and of Coupons appertaining
thereto  for the payment or redemption of which such moneys  have
been  deposited with the Trustee, of all sums due and  to  become
due  thereon for principal and interest; but such money need  not
be  segregated from other funds except to the extent required  by
law.

          SECTION  9.3     Repayment  of Moneys  Held  by  Paying
Agent.  In connection with the satisfaction and discharge of this
Indenture  with respect to Securities of any series,  all  moneys
then  held  by  any  paying agent under the  provisions  of  this
Indenture  with respect to such series of Securities shall,  upon
demand of the Issuer, be repaid to it or paid to the Trustee  and
thereupon  such paying agent shall be released from  all  further
liability with respect to such moneys.

          SECTION  9.4     Return of Moneys Held by  Trustee  and
Paying Agent Unclaimed for Two Years.  Any moneys deposited  with
or paid to the Trustee or any paying agent for the payment of the
principal of or interest on any Security of any series or Coupons
attached thereto and not applied but remaining unclaimed for  two
years  after the date upon which such principal or interest shall
have  become due and payable, shall, upon the written request  of
the  Issuer and unless otherwise required by mandatory provisions
of  applicable escheat or abandoned or unclaimed property law, be
repaid  to  the  Issuer by the Trustee for such  series  or  such
paying agent, and the Holder of the Securities of such series and
of  any  Coupons  appertaining thereto  shall,  unless  otherwise
required  by  mandatory  provisions  of  applicable  escheat   or
abandoned or unclaimed property laws, thereafter look only to the
Issuer  for  any  payment which such Holder may  be  entitled  to
collect,  and  all liability of the Trustee or any  paying  agent
with  respect  to  such moneys shall thereupon  cease;  provided,
however,  that  the  Trustee or such paying agent,  before  being
required  to  make  any  such repayment with  respect  to  moneys
deposited  with it for any payment (a) in respect  of  Registered
Securities  of  any series, shall at the expense of  the  Issuer,
mail  by first-class mail to Holders of such Securities at  their
addresses as they shall appear on the Security register, and  (b)
in respect of Unregistered Securities of any series, shall at the
expense  of  the  Issuer  cause  to  be  published  once,  in  an
Authorized Newspaper in the Borough of Manhattan, The City of New
York  and  once  in  an Authorized Newspaper in  London  (and  if
required  by  Section  3.7, once in an  Authorized  Newspaper  in
Luxembourg),  notice, that such moneys remain and that,  after  a
date specified therein, which shall not be less than 30 days from
the date of such mailing or publication, any unclaimed balance of
such money then remaining  will be repaid to the Issuer.

          SECTION  9.5    Indemnity for United States  Government
Obligations.   The  Issuer shall pay and  indemnify  the  Trustee
against  any  tax,  fee or other charge imposed  on  or  assessed
against   the  United  States  Government  Obligations  deposited
pursuant to Section 9.1 or the principal or interest received  in
respect of such obligations.

          SECTION 9.6    Excess Funds.  The Trustee shall deliver
to  the  Issuer  from time to time upon Issuer Order  any  United
States Government Obligations or money held by it as provided  in
Section  9.1  which, as expressed in the opinion of a  nationally
recognized firm of independent public accountants expressed in  a
written certification thereof delivered to the Trustee (which may
include  the  applicable such opinion delivered  to  the  Trustee
pursuant  to  Section  9.1), are then in  excess  of  the  amount
thereof  which then would have been required to be deposited  for
the purpose for which such obligations or money were deposited or
received.

                          ARTICLE TEN
                    MISCELLANEOUS PROVISIONS

          SECTION  10.1    Incorporators, Stockholders,  Officers
and  Directors  of Issuer Exempt from Individual  Liability.   No
recourse  under  or  upon any obligation, covenant  or  agreement
contained  in this Indenture, or in any Security, or  because  of
any  indebtedness  evidenced thereby, shall be  had  against  any
incorporator,  as  such or against any past,  present  or  future
stockholder,  officer or director, as such, of the Issuer  or  of
any  successor,  either directly or through  the  Issuer  or  any
successor,  under  any  rule  of law, statute  or  constitutional
provision or by the enforcement of any assessment or by any legal
or  equitable  proceeding or otherwise, all such liability  being
expressly waived and released by the acceptance of the Securities
and  the Coupons appertaining thereto by the Holders thereof  and
as  part of the consideration for the issue of the Securities and
the Coupons appertaining thereto.

          SECTION  10.2    Provisions of Indenture for  the  Sole
Benefit  of  Parties  and  Holders  of  Securities  and  Coupons.
Nothing  in  this Indenture, in the Securities or in the  Coupons
appertaining  thereto, expressed or implied,  shall  give  or  be
construed  to  give to any Person, other than the parties  hereto
and  their  successors  and  the Holders  of  the  Securities  or
Coupons,  if any, any legal or equitable right, remedy  or  claim
under  this  Indenture or under any covenant or provision  herein
contained, all such covenants and provisions being for  the  sole
benefit  of  the parties hereto and their successors and  of  the
Holders of the Securities or Coupons, if any.

          SECTION  10.3   Successors and Assigns of Issuer  Bound
by  Indenture.   All  the covenants, stipulations,  promises  and
agreements  in  this Indenture contained by or in behalf  of  the
Issuer  shall  bind  its  successors  and  assigns,  whether   so
expressed or not.

          SECTION  10.4   Notices and Demands on Issuer,  Trustee
and  Holders  of  Securities and Coupons.  Any notice  or  demand
which by any provision of this Indenture is required or permitted
to  be  given  or  served by the Trustee or  by  the  Holders  of
Securities or Coupons to or on the Issuer may be given or  served
by  being deposited postage prepaid, first-class mail (except  as
otherwise specifically provided herein) addressed (until  another
address of the Issuer is filed by the Issuer with the Trustee) to
Illinova  Corporation, 500 South 27th Street,  Decatur,  Illinois
62525,  Attention: Treasurer.  Any notice, direction, request  or
demand by the Issuer or any Holder of Securities or Coupons to or
upon  the Trustee shall be deemed to have been sufficiently given
or  served  by being deposited postage prepaid, first-class  mail
(except  as  otherwise  specifically provided  herein)  addressed
(until  another  address of the Trustee is filed by  the  Trustee
with the Issuer) to The First National Bank of Chicago, c/o First
Chicago  Trust  Company of New York, 14 Wall Street,  8th  Floor,
Window   2,   New   York,   NY  10005,  Attn:   Corporate   Trust
Administration.

          Where this Indenture provides for notice to Holders  of
Registered  Securities, such notice shall be  sufficiently  given
(unless  otherwise herein expressly provided) if in  writing  and
mailed,  first-class  postage prepaid, to  each  Holder  entitled
thereto,  at  his  last  address as it appears  in  the  Security
register.  In any case where notice to such Holders is  given  by
mail, neither the failure to mail such notice, nor any defect  in
any  notice so mailed, to any particular Holder shall affect  the
sufficiency of such notice with respect to other Holders.   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 upon such waiver.

          In   case,   by   reason  of  the  suspension   of   or
irregularities in regular mail service, it shall be impracticable
to  mail notice to the Issuer when such notice is required to  be
given  pursuant  to  any provision of this  Indenture,  then  any
manner  of giving such notice as shall be reasonably satisfactory
to  the Trustee shall be deemed to be a sufficient giving of such
notice.

          SECTION  10.5   Officers' Certificates and Opinions  of
Counsel;   Statements  to  Be  Contained   Therein.    Upon   any
application  or demand by the Issuer to the Trustee to  take  any
action  under any of the provisions of this Indenture, the Issuer
shall  furnish  to  the Trustee an Officers' Certificate  stating
that  all  conditions precedent 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 have been complied  with,  except
that  in  the case of any such application or demand as to  which
the  furnishing of such documents is specifically required by any
provision   of   this  Indenture  relating  to  such   particular
application or demand, no additional certificate or opinion  need
be furnished.

          Each  certificate  or  opinion  provided  for  in  this
Indenture and delivered to the Trustee with respect to compliance
with a condition or covenant provided for in this Indenture shall
include  (a)  a statement that the person making such certificate
or  opinion  has  read such covenant or condition,  (b)  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, (c) a statement that,  in
the  opinion  of  such  person, he has made such  examination  or
investigation as is necessary to enable him to express an opinion
as to whether or not such covenant or condition has been complied
with and (d) a statement as to whether or not, in the opinion  of
such person, such condition or covenant has been complied with.

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

          Any certificate, statement or opinion of an officer  of
the  Issuer or of counsel may be based, insofar as it relates  to
accounting  matters,  upon  a  certificate  or  opinion   of   or
representations  by an accountant or firm of accountants  in  the
employ of the Issuer, unless such officer or counsel, as the case
may  be, knows that the certificate or opinion or representations
with   respect   to  the  accounting  matters  upon   which   his
certificate,  statement or opinion may be based as aforesaid  are
erroneous, or in the exercise of reasonable care should know that
the same are erroneous.

          Any  certificate or opinion of any independent firm  of
public  accountants filed with and directed to the Trustee  shall
contain a statement that such firm is independent.

          SECTION  10.6   Payments Due on Saturdays, Sundays  and
Holidays.  If the date of maturity of interest on or principal of
the  Securities of any series or any Coupons appertaining thereto
or  the  date  fixed  for  redemption or repayment  of  any  such
Security  or Coupon shall not be a Business Day, then payment  of
interest or principal need not be made on such date, but  may  be
made on the next succeeding Business Day with the same force  and
effect  as if made on the date of maturity or the date fixed  for
redemption  or  repayment, and no interest shall accrue  for  the
period after such date.

          SECTION  10.7   Conflict of Any Provision of  Indenture
with Trust Indenture Act of 1939.  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  of
1939  (an  "incorporated provision"), such incorporated provision
shall control.

          SECTION  10.8   New York Law to Govern.  This Indenture
and  each  Security and Coupon shall be deemed to be  a  contract
under  the  laws of the State of New York, and for  all  purposes
shall  be  construed in accordance with the laws of  such  State,
except  as  may otherwise be required by mandatory provisions  of
law.

          SECTION  10.9    Counterparts.  This Indenture  may  be
executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one
and the same instrument.

          SECTION  10.10   Effect of Headings.  The  Article  and
Section  headings  herein  and the  Table  of  Contents  are  for
convenience only and shall not affect the construction hereof.

          SECTION 10.11  Securities in a Foreign Currency  or  in
ECU.  Unless  otherwise  specified in  an  Officers'  Certificate
delivered pursuant to Section 2.3 of this Indenture with  respect
to  a  particular series of Securities, whenever for purposes  of
this  Indenture  any  action may be taken by  the  Holders  of  a
specified  percentage in aggregate principal amount of Securities
of  all  series or all series affected by a particular action  at
the  time  Outstanding and, at such time, there  are  Outstanding
Securities  of  any series which are denominated  in  a  coin  or
currency  other than Dollars (including ECUs), then the principal
amount of Securities of such series which shall be deemed  to  be
Outstanding for the purpose of taking such action shall  be  that
amount  of Dollars that could be obtained for such amount at  the
Market  Exchange Rate as of the date of initial issuance of  such
Securities.  For purposes of this Section 10.11, Market  Exchange
Rate as of any date shall mean the noon Dollar buying rate in New
York  City for cable transfers of that currency on such  date  as
published  by  the  Federal Reserve Bank of New  York;  provided,
however, in the case of ECUs, Market Exchange Rate shall mean the
rate  of  exchange determined by the Commission of  the  European
Communities  (or  any  successor thereto)  as  published  in  the
Official Journal of the European Communities (such publication or
any  successor  publication,  the  "Journal").   If  such  Market
Exchange  Rate  is not available for any reason with  respect  to
such currency, the Trustee shall use, in its sole discretion  and
without  liability  on its part, such quotation  of  the  Federal
Reserve  Bank of New York or, in the case of ECUs,  the  rate  of
exchange  as  published in the Journal, as  of  the  most  recent
available date, or quotations or, in the case of ECUs,  rates  of
exchange from one or more major banks in The City of New York  or
in  the  country of issue of the currency in question, which  for
purposes  of  the ECU shall be Brussels, Belgium, or  such  other
quotations  or,  in  the case of ECU, rates of  exchange  as  the
Trustee shall deem appropriate.  The provisions of this paragraph
shall  apply  in determining the equivalent principal  amount  in
respect of Securities of a series denominated in a currency other
than  Dollars in connection with any action taken by  Holders  of
Securities pursuant to the terms of this Indenture.

          All   decisions  and  determinations  of  the   Trustee
regarding  the  Market  Exchange Rate  alternative  determination
provided  for  in the preceding paragraph shall be  in  its  sole
discretion  and  shall,  in the absence  of  manifest  error,  be
conclusive  to the extent permitted by law for all  purposes  and
irrevocably binding upon the Issuer and all Holders.

          SECTION  10.12  Judgment Currency.  The Issuer  agrees,
to  the  fullest  extent  that it may  effectively  do  so  under
applicable law, that (a) if for the purpose of obtaining judgment
in any court it is necessary to convert the sum due in respect of
the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will  be
rendered  (the  "Judgment Currency"), the rate of  exchange  used
shall  be  the  rate at which in accordance with  normal  banking
procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on  which
a  final unappealable judgment is entered, unless such day is not
a  New  York  Banking  Day,  then, to  the  extent  permitted  by
applicable  law, the rate of exchange used shall be the  rate  at
which  in  accordance with normal banking procedures the  Trustee
could purchase in The City of New York the Required Currency with
the  Judgment Currency on the New York Banking Day preceding  the
day  on  which a final unappealable judgment is entered, and  (b)
its  obligations  under this Indenture to make  payments  in  the
Required Currency (i) shall not be discharged or satisfied by any
tender, or any recovery pursuant to any judgment (whether or  not
entered in accordance with subsection (a)), in any currency other
than the Required Currency, except to the extent that such tender
or  recovery shall result in the actual receipt, by the payee, of
the  full amount of the Required Currency expressed to be payable
in  respect  of  such payments, (ii) shall be enforceable  as  an
alternative  or  additional cause of action for  the  purpose  of
recovering in the Required Currency the amount, if any, by  which
such  actual receipt shall fall short of the full amount  of  the
Required Currency so expressed to be payable and (iii) shall  not
be  affected  by judgment being obtained for any  other  sum  due
under  this Indenture.  For purposes of the foregoing, "New  York
Banking  Day" means any day except a Saturday, Sunday or a  legal
holiday  in  The  City  of New York or a  day  on  which  banking
institutions in The City of New York are authorized  or  required
by law or executive order to close.


                        ARTICLE ELEVEN
           REDEMPTION OF SECURITIES AND SINKING FUNDS

          SECTION   11.1     Applicability   of   Article.    The
provisions  of this Article shall be applicable to the Securities
of  any series which are redeemable before their maturity  or  to
any  sinking  fund for the retirement of Securities of  a  series
except as otherwise specified as contemplated by Section 2.3  for
Securities of such series.

          SECTION    11.2     Notice   of   Redemption;   Partial
Redemptions.  Notice of redemption to the Holders  of  Registered
Securities of any series to be redeemed as a whole or in part  at
the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days
and  not more than 60 days prior to the date fixed for redemption
to  such  Holders  of  Securities of such series  at  their  last
addresses  as they shall appear upon the registry books.   Notice
of  redemption  to the Holders of Unregistered Securities  to  be
redeemed  as a whole or in part, who have filed their  names  and
addresses with the Trustee pursuant to Section 313(c)(2)  of  the
Trust Indenture Act of 1939, shall be given by mailing notice  of
such  redemption, by first class mail, postage prepaid, at  least
30  days  and  not  more  than 60 prior to  the  date  fixed  for
redemption,  to  such  Holders  at  such  addresses  as  were  so
furnished  to  the Trustee (and, in the case of any  such  notice
given  by  the  Issuer, the Trustee shall make  such  information
available  to the Issuer for such purpose).  Notice of redemption
to   all  other  Holders  of  Unregistered  Securities  shall  be
published in an Authorized Newspaper in the Borough of Manhattan,
The  City  of New York and in an Authorized Newspaper  in  London
(and,  if required by Section 3.7, in an Authorized Newspaper  in
Luxembourg),  in  each  case, once in each  of  three  successive
calendar weeks, the first publication to be not less than 30  nor
more  than  60 days prior to the date fixed for redemption.   Any
notice  which  is mailed in the manner herein provided  shall  be
conclusively presumed to have been duly given, whether or not the
Holder  receives the notice.  Failure to give notice by mail,  or
any  defect  in  the notice to the Holder of any  Security  of  a
series designated for redemption as a whole or in part shall  not
affect the validity of the proceedings for the redemption of  any
other Security of such series.

          The  notice  of  redemption to each such  Holder  shall
specify the principal amount of each Security of such series held
by such Holder to be redeemed, the date fixed for redemption, the
redemption  price,  the  numbers  of  the  certificate  for  such
Security  being  redeemed, the place or places of  payment,  that
payment  will  be  made upon presentation and surrender  of  such
Securities  and, in the case of Securities with Coupons  attached
thereto,  of all Coupons appertaining thereto maturing after  the
date  fixed  for redemption, that such redemption is pursuant  to
the  mandatory or optional sinking fund, or both, if such be  the
case, that interest accrued to the date fixed for redemption will
be  paid  as specified in such notice and that on and after  said
date  interest thereon or on the portions thereof to be  redeemed
will cease to accrue.  In case any Security of a series is to  be
redeemed  in part only the notice of redemption shall  state  the
portion of the principal amount thereof to be redeemed and  shall
state  that  on  and  after the date fixed for  redemption,  upon
surrender of such Security, a new Security or Securities of  such
series  in  principal  amount equal  to  the  unredeemed  portion
thereof will be issued.

          The notice of redemption of Securities of any series to
be  redeemed  at the option of the Issuer shall be given  by  the
Issuer  or, at the Issuer's request, by the Trustee in  the  name
and at the expense of the Issuer.

          On  or  before  the  redemption date specified  in  the
notice  of  redemption  given as provided in  this  Section,  the
Issuer  will deposit with the Trustee or with one or more  paying
agents (or, if the Issuer is acting as its own paying agent,  set
aside, segregate and hold in trust as provided in Section 3.4) an
amount  of money sufficient to redeem on the redemption date  all
the  Securities  of such series so called for redemption  at  the
appropriate  redemption price, together with accrued interest  to
the  date fixed for redemption.  The Issuer will deliver  to  the
Trustee  at  least 70 days prior to the date fixed for redemption
an  Officers' Certificate stating the aggregate principal  amount
of  Securities  to be redeemed.  In case of a redemption  at  the
election of the Issuer prior to the expiration of any restriction
on  such  redemption or subject to compliance  with  a  condition
precedent, the Issuer shall deliver to the Trustee, prior to  the
giving  of any notice of redemption to Holders pursuant  to  this
Section,  an  Officers' Certificate stating that such restriction
or condition precedent has been complied with.

          If  less than all the Securities of a series are to  be
redeemed,  the Trustee shall select, in such manner as  it  shall
deem  appropriate  and  fair, Securities of  such  series  to  be
redeemed in whole or in part. Securities may be redeemed in  part
in  multiples  equal to the minimum authorized  denomination  for
Securities  of such series or any multiple thereof.  The  Trustee
shall promptly notify the Issuer in writing of the Securities  of
such  series  selected for redemption and, in  the  case  of  any
Securities  of  such series 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 Securities of any series
shall  relate,  in  the case of any Security redeemed  or  to  be
redeemed only in part, to the portion of the principal amount  of
such Security which has been or is to be redeemed.

          SECTION   11.3    Payment  of  Securities  Called   for
Redemption.   If  notice of redemption has been  given  as  above
provided,  the Securities or portions of Securities specified  in
such  notice shall become due and payable on the date and at  the
place  stated in such notice at the applicable redemption  price,
together  with interest accrued to the date fixed for redemption,
and  on  and after said date (unless the Issuer shall default  in
the  payment of such Securities at the redemption price, together
with interest accrued to said date) interest on the Securities or
portions  of Securities so called for redemption shall  cease  to
accrue,  and the unmatured Coupons, if any, appertaining  thereto
shall  be void, and, except as provided in Sections 5.5 and  9.4,
such  Securities shall cease from and after the  date  fixed  for
redemption  to be entitled to any benefit or security under  this
Indenture, and the Holders thereof shall have no right in respect
of  such  Securities except the right to receive  the  redemption
price  thereof  and  unpaid  interest  to  the  date  fixed   for
redemption.  On presentation and surrender of such Securities  at
a  place  of payment specified in said notice, together with  all
Coupons,  if  any, appertaining thereto maturing after  the  date
fixed  for redemption, said Securities or the specified  portions
thereof  shall  be  paid  and  redeemed  by  the  Issuer  at  the
applicable  redemption  price,  together  with  interest  accrued
thereon  to the date fixed for redemption; provided that  payment
of  interest  becoming  due on or prior to  the  date  fixed  for
redemption  shall  be  payable in the  case  of  Securities  with
Coupons attached thereto, to the Holders of the Coupons for  such
interest  upon  surrender thereof, and in the case of  Registered
Securities,   to  the  Holders  of  such  Registered   Securities
registered  as  such on the relevant record date subject  to  the
terms and provisions of Sections 2.3 and 2.7 hereof.

          If  any  Security  with  Coupons  attached  thereto  is
surrendered  for  redemption  and  is  not  accompanied  by   all
appurtenant Coupons maturing after the date fixed for redemption,
the surrender of such missing Coupon or Coupons may be waived  by
the Issuer and the Trustee, if there be furnished to each of them
such  security or indemnity as they may require to save  each  of
them harmless.

          Upon  presentation  of any Security  redeemed  in  part
only, the Issuer shall execute and the Trustee shall authenticate
and  deliver  to  or on the order of the Holder thereof,  at  the
expense  of  the  Issuer, a new Security or  Securities  of  such
series, of authorized denominations, in principal amount equal to
the unredeemed portion of the Security so presented.

          SECTION  11.4    Exclusion of Certain  Securities  from
Eligibility  for Selection for Redemption.  Securities  shall  be
excluded  from eligibility for selection for redemption  if  they
are  identified  by  registration and certificate  number  in  an
Officers' Certificate delivered to the Trustee at least  40  days
prior to the last date on which notice of redemption may be given
as  being owned of record and beneficially by, and not pledged or
hypothecated  by  either  (a)  the  Issuer  or  (b)   an   entity
specifically identified in such written statement as directly  or
indirectly  controlling  or controlled  by  or  under  direct  or
indirect common control with the Issuer.

          SECTION  11.5    Mandatory and Optional Sinking  Funds.
The  minimum amount of any sinking fund payment provided  for  by
the  terms of the Securities of any series is herein referred  to
as  a "mandatory sinking fund payment", and any payment in excess
of  such  minimum  amount  provided  for  by  the  terms  of  the
Securities  of any series is herein referred to as  an  "optional
sinking  fund payment".  The date on which a sinking fund payment
is  to be made is herein referred to as the "sinking fund payment
date".

          To the extent specifically provided in the terms of any
Security  established  pursuant to this  Indenture,  in  lieu  of
making all or any part of any mandatory sinking fund payment with
respect  to any series of Securities in cash, the Issuer  may  at
its  option (a) deliver to the Trustee Securities of such  series
theretofore   purchased  or  otherwise  acquired   (except   upon
redemption pursuant to the mandatory sinking fund) by the  Issuer
or  receive  credit for Securities of such series (not previously
so  credited) theretofore purchased or otherwise acquired (except
as  aforesaid)  by the Issuer and delivered to  the  Trustee  for
cancellation  pursuant to Section 2.10, (b)  receive  credit  for
optional sinking fund payments (not previously so credited)  made
pursuant to this Section, or (c) receive credit for Securities of
such  series (not previously so credited) redeemed by the  Issuer
through any optional redemption provision contained in the  terms
of  such  series.  Securities so delivered or credited  shall  be
received  or  credited  by  the  Trustee  at  the  sinking   fund
redemption price specified in such Securities.

          On  or  before the 60th day next preceding each sinking
fund payment date for any series, the Issuer will deliver to  the
Trustee  an  Officers' Certificate (which need  not  contain  the
statements  required by Section 10.5) (a) specifying the  portion
of  the mandatory sinking fund payment to be satisfied by payment
of  cash  and the portion to be satisfied by credit of Securities
of  such  series and the basis for such credit, (b) stating  that
none  of  the Securities of such series has theretofore  been  so
credited, (c) stating that no defaults in the payment of interest
or  Events  of Default with respect to such series have  occurred
(which have not been waived or cured) and are continuing and  (d)
stating  whether or not the Issuer intends to exercise its  right
to  make  an optional sinking fund payment with respect  to  such
series and, if so, specifying the amount of such optional sinking
fund  payment  which the Issuer intends to pay on or  before  the
next  succeeding  sinking fund payment date.  Any  Securities  of
such  series to be credited and required to be delivered  to  the
Trustee in order for the Issuer to be entitled to credit therefor
as  aforesaid  which have not theretofore been delivered  to  the
Trustee  shall be delivered for cancellation pursuant to  Section
2.10   to  the  Trustee  with  such  Officers'  Certificate   (or
reasonably  promptly thereafter if acceptable  to  the  Trustee).
Such  Officers'  Certificate shall be irrevocable  and  upon  its
receipt  by  the  Trustee the Issuer shall become unconditionally
obligated  to  make  all the cash payments  or  payments  therein
referred  to,  if  any, on or before the next succeeding  sinking
fund  payment date.  Failure of the Issuer, on or before any such
60th  day,  to deliver such Officers' Certificate and  Securities
specified  in  this  paragraph, if any, shall  not  constitute  a
default  but  shall  constitute, on and  as  of  such  date,  the
irrevocable election of the Issuer (i) that the mandatory sinking
fund  payment for such series due on the next succeeding  sinking
fund  payment  date shall be paid entirely in  cash  without  the
option  to deliver or credit Securities of such series in respect
thereof  and  (ii) that the Issuer will make no optional  sinking
fund  payment  with respect to such series as  provided  in  this
Section.

          If  the sinking fund payment or payments (mandatory  or
optional  or  both)  to be made in cash on  the  next  succeeding
sinking  fund  payment  date  plus  any  unused  balance  of  any
preceding sinking fund payments made in cash shall exceed $50,000
(or  the equivalent thereof in any Foreign Currency or ECU) or  a
lesser  sum in Dollars (or the equivalent thereof in any  Foreign
Currency  or ECU) if the Issuer shall so request with respect  to
the  Securities  of  any particular series, such  cash  shall  be
applied on the next succeeding sinking fund payment date  to  the
redemption  of  Securities of such series  at  the  sinking  fund
redemption price together with accrued interest to the date fixed
for  redemption.   If  such  amount  shall  be  $50,000  (or  the
equivalent  thereof in any Foreign Currency or ECU) or  less  and
the  Issuer  makes no such request then it shall be carried  over
until  a  sum in excess of $50,000 (or the equivalent thereof  in
any  Foreign  Currency or ECU) is available.  The  Trustee  shall
select, in the manner provided in Section 11.2, for redemption on
such  sinking fund payment date a sufficient principal amount  of
Securities of such series to absorb said cash, as nearly  as  may
be,  and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or
portions thereof) so selected.  Securities shall be excluded from
eligibility  for  redemption  under  this  Section  if  they  are
identified by registration and certificate number in an Officers'
Certificate  delivered to the Trustee at least 60 days  prior  to
the  sinking  fund  payment date as being  owned  of  record  and
beneficially  by, and not pledged or hypothecated by  either  (a)
the  Issuer  or  (b)  an entity specifically identified  in  such
Officers'  Certificate as directly or indirectly  controlling  or
controlled by or under direct or indirect common control with the
Issuer.   The  Trustee, in the name and at  the  expense  of  the
Issuer  (or  the  Issuer, if it shall so request the  Trustee  in
writing)  shall cause notice of redemption of the  Securities  of
such  series to be given in substantially the manner provided  in
Section  11.2 (and with the effect provided in Section 11.3)  for
the redemption of Securities of such series in part at the option
of  the  Issuer.  The amount of any sinking fund payments not  so
applied  or  allocated to the redemption of  Securities  of  such
series  shall be added to the next cash sinking fund payment  for
such series and, together with such payment, shall be applied  in
accordance  with  the provisions of this Section.   Any  and  all
sinking  fund  moneys  held on the stated maturity  date  of  the
Securities of any particular series (or earlier, if such maturity
is accelerated), which are not held for the payment or redemption
of  particular  Securities  of  such  series  shall  be  applied,
together  with  other moneys, if necessary,  sufficient  for  the
purpose, to the payment of the principal of, and interest on, the
Securities of such series at maturity.

          On or before each sinking fund payment date, the Issuer
shall  pay to the Trustee in cash or shall otherwise provide  for
the  payment  of  all  interest accrued to  the  date  fixed  for
redemption  on  Securities to be redeemed on  such  sinking  fund
payment date.

          The  Trustee  shall not redeem or cause to be  redeemed
any  Securities of a series with sinking fund moneys or give  any
notice  of  redemption of Securities for such series by operation
of  the  sinking  fund during the continuance  of  a  default  in
payment of interest on such Securities or of any Event of Default
with  respect  to such series, except that, where the  giving  of
notice  of  redemption of any Securities shall  theretofore  have
been  made, the Trustee shall redeem or cause to be redeemed such
Securities, provided that it shall have received from the  Issuer
a  sum sufficient for such redemption.  Except as aforesaid,  any
moneys  in the sinking fund for such series at the time when  any
such  default  or Event of Default shall occur,  and  any  moneys
thereafter  paid  into  the  sinking  fund,  shall,  during   the
continuance  of such default or Event of Default,  be  deemed  to
have  been collected under Article Four and held for the  payment
of all such Securities.  In case such Event of Default shall have
been  waived as provided in Section 4.10 or the default cured  on
or  before  the sixtieth day preceding the sinking  fund  payment
date in any year, such moneys shall thereafter be applied on  the
next succeeding sinking fund payment date in accordance with this
Section to the redemption of such Securities.


                         ARTICLE TWELVE
               MEETINGS OF HOLDERS OF SECURITIES

          SECTION  12.1   Purposes  for  Which  Meetings  May  Be
Called.  A meeting of Holders of Securities of any or all  series
may  be called at any time and from time to time pursuant to this
Article to make, give or take any request, demand, authorization,
direction,  notice, consent, waiver or other action  provided  by
this  Indenture  to  be  made,  given  or  taken  by  Holders  or
Securities of such series.

          SECTION 12.2  Call, Notice and Place of Meetings.

          (a)    The  Trustee may at any time call a  meeting  of
     Holders   of  Securities  of  any  series  for  any  purpose
     specified  in Section 12.1, to be held at such time  and  at
     such  place as the Trustee shall determine.  Notice of every
     meeting  of  Holders  of Securities 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, in the manner provided in Section 10.4, not  less
     than  20 nor more than 180 days prior to the date fixed  for
     the meeting.

          (b)   In  case  at any time the Issuer, pursuant  to  a
     Board  Resolution, or the Holders of at least 10 percent  in
     aggregate principal amount of the Outstanding Securities  of
     any  series  shall  have requested the  Trustee  to  call  a
     meeting of the Holders of Securities of such series for  any
     purpose  specified  in  Section  12.1,  by  written  request
     setting forth in reasonable detail the action proposed to be
     taken at the meeting and if the Trustee shall not have  made
     the  first publication of the notice of such meeting  within
     20   days  after  receipt  of  such  request  or  shall  not
     thereafter  proceed  to  cause the meeting  to  be  held  as
     provided   herein,  then  the  Issuer  or  the  Holders   of
     Securities of such series in the amount above specified,  as
     the  case  may be, may determine the time and the place  for
     such meeting and may call such meeting for such purposes  by
     giving notice thereof as provided in Subsection (a) of  this
     Section.

          SECTION 12.3  Persons Entitled to Vote at Meetings.  To
be  entitled  to vote at any meeting of Holders of Securities  of
any  series,  a  Person  shall be (1) a Holder  of  one  or  more
Outstanding Securities of such series, or (2) a Person  appointed
by  an instrument in writing as proxy for a Holder or Holders  of
one  or more Outstanding Securities of such series by such Holder
or Holders.  The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Securities of any series
shall  be the Persons entitled to vote at such meeting and  their
counsel,  any representatives of the Trustee and its counsel  and
any representatives of the Issuer and its counsel.

          SECTION 12.4  Quorum; Action.  The Persons entitled  to
vote  a majority in aggregate principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that  if
any  action  is  to be taken at such meeting with  respect  to  a
consent or waiver which this Indenture expressly provides may  be
given  by the Holders of a specified percentage, which is greater
than  a majority in aggregate principal amount of the Outstanding
Securities  of  a  series,  the Persons  entitled  to  vote  such
specified  percentage  in  aggregate  principal  amount  of   the
Outstanding Securities of such series shall constitute a  quorum.
In  the  absence  of  a  quorum within 30  minutes  of  the  time
appointed for any such meeting, the meeting shall, if convened at
the  request  of  the Holders of Securities of  such  series,  be
dissolved.  In any other case, the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman  of
the  meeting  prior to the adjournment of such meeting.   In  the
absence of a quorum at any such adjourned meeting, such adjourned
meeting may be further adjourned for a period of not less than 10
days  as determined by the chairman of the meeting prior  to  the
adjournment of such adjourned meeting.  Notice of the reconvening
of  any  adjourned meeting shall be given as provided in  Section
12.2(a), except that such notice need be given only once not less
than  five  days  prior  to  the date on  which  the  meeting  is
scheduled  to  be  reconvened.  Notice of the reconvening  of  an
adjourned  meeting   shall  state expressly  the  percentage,  as
provided  above,  of  the  aggregate  principal  amount  of   the
Outstanding  Securities of such series which shall  constitute  a
quorum.

          Except  as limited by the proviso to Section  7.2,  any
resolution  presented  to  a meeting or  adjourned  meeting  duly
reconvened  at  which  a quorum is present as  aforesaid  may  be
adopted  by the affirmative vote of the Holders of a majority  in
aggregate principal amount of the Outstanding Securities of  that
series; provided, however, that, except as limited by the proviso
to  Section  7.2, any resolution with respect to any  consent  or
waiver  which this Indenture expressly provides may be  given  by
the  Holders of a specified percentage, which is greater  than  a
majority   in  aggregate  principal  amount  of  the  Outstanding
Securities  of  the  series may be adopted at  a  meeting  or  an
adjourned meeting duly convened and at which a quorum is  present
as  aforesaid only by the affirmative vote of the Holders of such
specified  percentage  in  aggregate  principal  amount  of   the
Outstanding  Securities  of that series; and  provided,  further,
that,  except  as  limited by the proviso  to  Section  7.2,  any
resolution  with  respect to any request, demand,  authorization,
direction,  notice, consent, waiver or other  action  which  this
Indenture expressly provides may be made, given or taken  by  the
Holders of a specified percentage, which is less than a majority,
in aggregate principal amount of the Outstanding Securities of  a
series  may be adopted at a meeting or an adjourned meeting  duly
reconvened and at which a quorum is present as aforesaid  by  the
affirmative  vote of the Holders of such specified percentage  in
aggregate principal amount of the Outstanding Securities of  that
series.

          Any  resolution passed or decision taken at any meeting
of  Holder  of  Securities of any series duly held in  accordance
with  this  Section  shall be binding on all of  the  Holders  of
Securities  of a series and the related coupons, whether  or  not
present or represented at the meeting.

          SECTION  12.5   Determination of  Voting;  Conduct  and
Adjournment of Meetings.

          (a)   Notwithstanding  any  other  provisions  of  this
     Indenture,  the Trustee may make such reasonable regulations
     as  it  may  deem advisable for any meeting  of  Holders  of
     Securities of a series in regard to proof of the holding  of
     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.  Except as otherwise permitted or
     required  by any such regulations, the holding of Securities
     shall  be proved in the manner specified in Section 6.1  and
     the  appointment of any proxy shall be proved in the  manner
     specified in Section 6.1 or by having the signature  of  the
     person  executing the proxy witnessed or guaranteed  by  any
     trust  company, bank or banker authorized by Section 6.1  to
     certify   to   the  holding  of  Bearer  Securities.    Such
     regulations may provide that written instruments  appointing
     proxies,  regular on their face, may be presumed  valid  and
     genuine without the proof specified in Section 6.1 or  other
     proof.

          (b)   Trustee  shall,  by  an  instrument  in  writing,
     appoint  a  temporary  chairman of the meeting,  unless  the
     meeting  shall have been called by the Issuer or by  Holders
     of  Securities as provided in Section 12.2(b), in which case
     the  Issuer  or  the  Holders of Securities  of  the  series
     calling  the  meeting, as the case may be, shall  appoint  a
     temporary  chairman.  A permanent chairman and  a  permanent
     secretary  of the meeting shall be elected by  vote  of  the
     Persons  entitled to vote a majority in aggregate  principal
     amount   of  the  Outstanding  Securities  of  such   series
     represented at the meeting.

          (c)   At any meeting each Holder of a Security of  such
     series and each proxy shall be entitled to one vote for each
     $1,000  principal  of  the Outstanding  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 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,  except
     as a Holder of a Security of such series or as a proxy.

          (d)  Any meeting of Holders of Securities of any series
     duly  called pursuant to Section 12.2 at which a  quorum  is
     present  may  be  adjourned from time  to  time  by  Persons
     entitled to vote a majority in aggregate principal amount of
     the Outstanding Securities of such series represented at the
     meeting; and the meeting may be held as so adjourned without
     further notice.

          SECTION  12.6  Counting Votes and Recording  Action  of
Meetings.  The vote upon any resolution submitted to any  meeting
of  Holders of Securities of any series shall by written  ballots
on  which  shall be subscribed the signatures of the  Holders  of
Securities  of such series or of their representatives  by  proxy
and  the  principal amounts and serial numbers of the Outstanding
Securities  of  such  series 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  the  file  with  the
secretary  of  the  meeting  their verified  written  reports  in
duplicate of all votes cast at the meeting.  A record,  at  least
in  duplicate  of the proceedings of each meeting of  Holders  of
Securities  of any series shall be prepared by the  secretary  of
the  meeting  and  there shall be attached  to  such  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 such notice was given as  provided  in
Section  12.2 and, if applicable, Section 12.4.  Each copy  shall
be  signed  and  verified  by  the affidavits  of  the  permanent
chairman and secretary of the meeting and one such copy shall  be
delivered  to  the  Issuer, and another  to  the  Trustee  to  be
preserved by the Trustee, the latter to have attached thereto the
ballots  voted at the meeting.  Any record so signed and verified
shall be conclusive evidence of the matters therein stated.


                ________________________________





          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 February  1,
1997.

                                   ILLINOVA CORPORATION

                                   By: /s/ Larry F. Altenbaumer
                                       ------------------------
                                          Larry F. Altenbaumer
                                          Chief Financial Officer, Treasurer
                                           and Controller
[CORPORATE SEAL]

Attest:

By /s/ Leah Manning Stetzner
   -------------------------
      Leah Manning Stetzner
      General Counsel and Corporate Secretary

                                   THE FIRST NATIONAL BANK OF CHICAGO,
                                   AS TRUSTEE


                                   By:/s/ Joseph J. Morand
                                      -----------------------------
                                   Name:     Joseph J. Morand
                                   Title:    Vice President

[CORPORATE SEAL]

Attest:

By : /s/ Amy Movitz
---------------------
Name:     Amy Movitz
Title:    Trust Officer



STATE OF ILLINOIS   )
                    )  ss.:
COUNTY OF,_______   )


On  this  ____   of  _________, 1997 before  me  personally  came
___________, to me personally known, who, being by me duly sworn,
did depose and say that he is __________ of Illinova Corporation,
one of the corporations described in and which executed the above
instrument; that he knows the corporate 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.

[NOTARIAL SEAL]


                                          --------------------------        
                                             Notary Public

STATE OF         )
                 )  ss.:
COUNTY OF,_______)



On this  ____  of  ______,  1997  before  me  personally   came
___________, to me personally known, who, being by me duly sworn,
did  depose and say that he is a __________ of _____________, one
of  the  corporations described in and which executed  the  above
instrument; that he knows the corporate 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.

[NOTARIAL SEAL]



                                        ----------------------------           
                                             Notary Public
CHI3:77747.7  02.06.97  17.08