Exhibit 10.4









                         TRUST INDENTURE



                  Dated as of November 1, 1997


                             between


            LAKE CHARLES HARBOR AND TERMINAL DISTRICT


                               and


          FIRST NATIONAL BANK OF COMMERCE,  as Trustee













                         TRUST INDENTURE


                  DATED AS OF NOVEMBER 1, 1997


                             BETWEEN

                                
            LAKE CHARLES HARBOR AND TERMINAL DISTRICT


                               AND


           FIRST NATIONAL BANK OF COMMERCE, AS TRUSTEE




            ARTICLE I:  INTRODUCTION AND DEFINITIONS


     Section 1.01.  Description of the Indenture and the Parties.
This  Trust  Indenture (as amended or supplemented from  time  to
time  as permitted hereby, the "Indenture"), dated as of November
1,  1997,  executed  by and between the LAKE CHARLES  HARBOR  AND
TERMINAL DISTRICT (the "Issuer"), a governmental agency and  body
politic and corporate, created as a deep water port of the  State
of  Louisiana, pursuant to and functioning under the Constitution
and  laws of the State of Louisiana, including particularly  Part
II  of Chapter I of Title 34 of the Louisiana Revised Statutes of
1950, as amended, and FIRST NATIONAL BANK OF COMMERCE, a national
banking association, having its principal corporate trust  office
in   the  City  of  New  Orleans,  Louisiana,  as  Trustee   (the
"Trustee").

      In  consideration of the mutual promises contained in  this
Indenture,  the  rights  conferred and  the  obligations  assumed
hereby, and other good and valuable consideration, the receipt of
which  is hereby acknowledged, the Issuer and the Trustee  agree,
assign,  covenant, grant, pledge, promise, represent and  warrant
as  set forth herein for their own benefit and for the benefit of
the Bondholders.

     Section 1.02.  Definitions.

      (a)  Words.  In addition to terms defined elsewhere herein,
the following terms have the following meanings in this Indenture
unless the context otherwise requires:

           "Act"  means, collectively, Part II of  Chapter  1  of
     Title 34, Part XII, Chapter 4 and Chapter 13 of Title 39  of
     the  Louisiana  Revised Statutes of 1950,  as  amended,  and
     Article  VI,  Sections 21, 43 and 44 of the Constitution  of
     the  State  of  Louisiana of 1974,  as  amended,  and  other
     constitutional and statutory authority.

           "Authorized Denominations" means (i) with  respect  to
     Bonds  in  the  Multiannual Mode,  $5,000  or  any  integral
     multiple thereof, (ii) with respect to Bonds in the Flexible
     Mode,  $100,000 or any integral multiple of $1,000 in excess
     of  $100,000  and (iii) with respect to Bonds in  the  Daily
     Mode  and the Weekly Mode, $100,000 or any integral multiple
     thereof,   and,  as  necessary  to  total  the   outstanding
     principal  amount  of  the  Bonds,  a  single  bond  in  the
     denomination  of  $100,000  and  any  integral  multiple  of
     $5,000.

          "Bank" means an issuer of a Credit Facility.

           "Beneficial  Owners"  has the  meaning  set  forth  in
     Section 3.01(b)(ii).

          "BMA Municipal Index" means the Bond Market Association
     Municipal  Index, as of the most recent date for which  such
     index  was published or such other weekly, high-grade  index
     comprised  of  seven-day, tax-exempt, variable rate,  demand
     notes  produced  by  Municipal Market  Data,  Inc.,  or  its
     successor,  or  as otherwise designated by the  Bond  Market
     Association.

           "Board" or "Board of Commissioners" means the lawfully
     qualified Board of the Issuer.

           "Bond  Counsel" means an attorney or firm of attorneys
     of  recognized standing in the field of public  finance  law
     relating  to  revenue  bonds, selected  by  the  Issuer  and
     satisfactory to the Trustee and the Company.

           "Bondholders," "holders," "owners" or words of similar
     import means the registered owners of the Bonds from time to
     time  as shown in the books kept by the Paying Agent as bond
     registrar and transfer agent.

           "Bondholder Election Notice" means the notice required
     to  be  given  to  the Paying Agent by a Bondholder  of  the
     election of such holder to tender Bonds bearing interest  at
     a  Daily  Rate or a Weekly Rate, as such notice is described
     in the forms of the Daily Mode Bond and the Weekly Mode Bond
     in Sections 3.01(a)(iii) and 3.01(a)(iv), respectively.

           "Bond  Resolution" means, collectively, the resolution
     of  the Board adopted on October 9, 1997, and the resolution
     of  the Board adopted on November 10, 1997, authorizing  the
     issuance   of  the  Bonds  together  with  any  supplemental
     resolutions or amendments to such resolutions.

           "Bonds"  means  the Lake Charles Harbor  and  Terminal
     District Port Improvement  Revenue Bonds (Global Industries,
     Ltd.  Project) Series 1997 authorized by the Bond Resolution
     and  issued  pursuant hereto, as well as all  substitute  or
     replacement  Bonds  issued pursuant  hereto,  and  the  term
     "Bond" shall mean any of the Bonds.

           "Book-Entry System" means the system maintained by the
     Securities Depository described in Section 3.01(b)(ii).

           "Business  Day"  means  a day  (i)  on  which  banking
     institutions in any city in which an office of the Bank,  if
     any,  is located if drawings under a Credit Facility may  be
     required  to  be  made  from such office,  in  New  Orleans,
     Louisiana  or  in any of the cities in which  the  principal
     corporate trust offices of the Trustee and the Paying  Agent
     are  located are not required or authorized to remain closed
     and (ii) on which the New York Stock Exchange is not closed.

           "Code"  means  the provisions of the Internal  Revenue
     Code  of 1986 or the comparable provisions of any subsequent
     federal  income tax laws of the United States in  effect  at
     any given date.

           "Company" means Global Industries, Ltd., a corporation
     organized  and  existing under the  laws  of  the  State  of
     Louisiana and its successors and assigns as permitted  under
     the Facilities Agreement.

           "Company  Affiliate" means, for the purposes  of  this
     Indenture,   the  Issuer,  the  Company  and   each   Person
     controlling, controlled by or under common control with,  or
     acting as a guarantor of, the Company.

          "Company Bond" means any Bond registered in the name of
     the Company pursuant to Sections 3.06(e) and 3.10(a).

          "Company Representative" means the person or persons at
     the  time  designated to act on behalf of the Company  in  a
     written certificate (or any alternate or alternates  at  the
     time so designated) furnished to the Trustee, containing the
     specimen  signature of such person or persons and signed  on
     behalf  of  the Company by its Chairman, President,  or  any
     Vice  President, or any authorized employee of the  Company.
     Such  certificate may designate an alternate or  alternates.
     The Company Representative may be an employee of the Company
     or a Company Affiliate.

           "Construction  Fund"  means  the  segregated  fund  or
     accounts  thereof into which the proceeds from the sale  and
     delivery of the Bonds will be deposited as provided  in  the
     Bond Resolution and in Section 3.02 of this Indenture.

           "Conversion Date" means the date on which a  new  Mode
     becomes  effective with respect to a Bond, and with  respect
     to  a Bond in the Multiannual Mode, the date on which a  new
     Rate Period becomes effective.
     
           "Cost of Construction" means all costs incurred by the
     Issuer  or  the  Company with respect  to  the  acquisition,
     construction  and  improvement of the Facilities,  including
     but not limited to, the following items:

                 (i)  obligations incurred or assumed for  labor,
          materials and equipment (including obligations  payable
          to  the Company for expenditures made or costs incurred
          by the Company);

                 (ii)  costs  of  any bonds and insurance  deemed
          necessary or appropriate by the Company;

                 (iii)  costs of engineering services,  including
          the  costs  incurred or assumed for preliminary  design
          and  development,  surveys,  estimates  and  plans  and
          specifications,  and for supervising  construction  and
          performing all other duties required in connection with
          the  construction, acquisition and improvement  of  the
          Facilities;

                      (iv)  costs  which  the  Company  shall  be
          required  to  pay  under the terms of any  contract  or
          contracts   in   connection  with   the   construction,
          acquisition and improvement of the Facilities;

                     (v)  sums required to reimburse the  Company
          for  advances made for any of the above items, and  for
          any  other  costs (including a portion of the  interest
          costs of general Company borrowings) incurred for  work
          done  or  caused  to be done by the Company  which  are
          properly chargeable to the Facilities;

                     (vi)  interest on the Bonds, and  any  other
          bonds  issued by the Issuer to finance the acquisition,
          construction   and  improvement  of   the   Facilities,
          actually  paid during or attributable to the period  of
          construction of the Facilities and for a period of  one
          year after completion of construction (which the Issuer
          has found to be a reasonable period);

                 (vii) to the extent authorized by the Act, costs
          of   all   other  items  related  to  the  acquisition,
          construction and improvement of the Facilities; and

                 (viii) all Costs of Issuance and other financing
          costs  and  fees  to  be  paid  during  the  period  of
          construction.

           "Costs  of  Issuance"  means all  costs  and  expenses
     incurred by the Issuer or the Company in connection with the
     issuance and sale of the Bonds, including without limitation
     (i)  fees and expenses of accountants, attorneys, engineers,
     underwriters  (whether  paid as a fee  or  a  discount)  and
     financial  advisors, (ii) materials, supplies  and  printing
     and  engraving costs, (iii) recording and filing fees,  (iv)
     rating  agency  fees, (v) initial fees and expenses  of  any
     Trustee   and   Paying   Agent,  and   (vi)   the   Issuer's
     administrative and overhead expenses as provided for in  the
     Facilities Agreement.

           "Credit  Facility" means any irrevocable  transferable
     letter  of  credit  or  other  credit  enhancement  facility
     delivered  to the Trustee or the Paying Agent from  time  to
     time  securing  the  Bonds  in  accordance  with  the  terms
     thereof;  provided that a policy of insurance  securing  the
     timely  payment  of  Bonds  at maturity  or  upon  mandatory
     sinking  fund  redemption  shall  not  constitute  a  Credit
     Facility.

           "Daily Mode" has the meaning set forth in the form  of
     Daily Bonds in Section 3.01(a)(iii).

          "Daily Rate" means a rate or rates of interest borne by
     a Bond while it is in the Daily Mode.

           "Debt  Service Fund" means the fund and  the  accounts
     thereof  established  pursuant  to  Section  3.04  of   this
     Indenture.

            "Default"  has  the  meaning  given  such   term   in
     Section 6.01.

           "Delivery Date" means, with respect to a Bond tendered
     for  purchase, the Purchase Date or any subsequent  Business
     Day  on which such Bond is delivered to the Paying Agent  as
     provided  in  the  forms  of  Flexible,  Daily,  Weekly  and
     Multiannual Bonds in Section 3.01(a).

           "Effective Date" means the date on which  a  new  Rate
     Period for a Bond takes effect.
     
           "Eligible Funds" means (i) amounts drawn on any Credit
     Facility;  (ii)  other amounts paid to the  Trustee  or  the
     Paying Agent pursuant to this Indenture which have been held
     by  the Trustee or the Paying Agent, as the case may be,  in
     trust  for a period of at least 123 consecutive days  during
     which no Event of Bankruptcy has occurred; (iii) earnings on
     amounts  qualifying as Eligible Funds under  clause  (i)  or
     (ii)  above; and (iv) other amounts which if applied to  the
     payment of the Bonds would not, in the opinion of nationally
     recognized   counsel   experienced  in  bankruptcy   matters
     selected by the Company and satisfactory to the Issuer,  the
     Trustee,  be subject to avoidance as a preference under  the
     United  States Bankruptcy Code upon an Event of  Bankruptcy.
     The  Trustee or the Paying Agent, as the case may be,  shall
     maintain records of Eligible Funds held by it.

          "Event of Bankruptcy" means the filing of a petition in
     bankruptcy  or  the commencement of a proceeding  under  the
     United  States  Bankruptcy Code or any other applicable  law
     concerning  insolvency, reorganization or bankruptcy  by  or
     against the Issuer or the Company as debtor.

           "Event of Default" has the meaning given such term  in
     Section 6.01.

          "Expiration Date" means the Stated Expiration Date of a
     Credit  Facility, as such date may be extended from time  to
     time by the Bank, or the date on which a Credit Facility  is
     terminated  or  released in accordance  with  Section  3.15,
     including  by  reason of its substitution or replacement  or
     its termination by the Company.

            "Facilities"  means  the  facilities  financed   with
     proceeds  of  the  Bonds as described in Exhibit  A  to  the
     Facilities  Agreement  as  amended  from  time  to  time  as
     provided therein.

                "Facilities   Agreement"  means  the   Facilities
                Agreement, dated as of November 1, 1997,  by  and
                between  the  Issuer  and the  Company,  and  all
                amendments and supplements thereto.

           "Facilities  Payment" means each payment,  other  than
     payment in respect of Purchase Price, required to be paid by
     the  Company  with  respect  to  the  Bonds,  including  the
     principal  of, redemption premium, if any, and  interest  on
     the  Bonds, and all fees and expenses of the Trustee and the
     Paying  Agent, together with any other payments required  by
     the  Bond  Resolution,  the  Facilities  Agreement  or  this
     Indenture.

           "Flexible Mode" has the meaning set forth in the  form
     of Flexible Bonds in Section 3.01(a)(i).

          "Flexible Rate" means a rate or rates of interest borne
     by a Bond while it is in the Flexible Mode.

           "Government  Obligations" means direct obligations  of
     the United States of America, including obligations the full
     and timely payment of principal of and interest on which are
     unconditionally guaranteed by the United States of  America,
     and  which are noncallable and not subject to prepayment and
     which  at the time of investment are legal investments under
     the  laws of Louisiana for the money proposed to be invested
     therein.

           Except  in  the  forms of the Bonds in  Section  3.01,
     "hereby,"  "herein," "hereof" or "hereunder" refer  to  this
     Indenture  as  a  whole rather than the particular  section,
     subsection, paragraph, subparagraph, clause or subclause  in
     which the word appears; and in each form of Bond, such words
     refer to such Bond as a whole.

           "Indenture"  means this Trust Indenture  as  hereafter
     amended  or  supplemented from time  to  time  as  permitted
     hereby.

           "Issuer"  means the Lake Charles Harbor  and  Terminal
     District,  a  governmental  agency  and  body  politic   and
     corporate of the State of Louisiana.

          "Issuer Representative" means the Executive Director of
     the  Issuer,  or  such  other  person  as  the  Board  shall
     designate.

           "Letter  of  Credit" means a Credit Facility  for  the
     Bonds  in the form of a letter of credit and shall initially
     mean  the irrevocable transferable letter of credit  No.  S-
     2172  with  respect  to  the  Bonds,  issued  by  Bank  One,
     Louisiana,   National  Association  under  a   Reimbursement
     Agreement dated as of November 1, 1997, between the  Company
     and said bank.

           "Maximum  Interest  Rate" means the  maximum  rate  of
     interest  allowed by Chapter 13 of Title 39 of the Louisiana
     Revised Statutes of 1950, as amended, or any applicable  law
     of  the United States of America permitting a higher maximum
     nonusurious  rate  that preempts such statute,  which  could
     lawfully  be  contracted  for,  charged  or  received.    In
     addition, for purposes of determining whether any payment in
     respect  of  the  Bonds that is deemed  to  be  interest  is
     usurious, all such sums that are paid or agreed to  be  paid
     for the use, forbearance or detention of money shall, to the
     extent  permitted by applicable law, be amortized, prorated,
     allocated and spread throughout the full term of such Bonds.
     The  foregoing  notwithstanding, no  Bond  shall  ever  bear
     interest  at a stated interest rate in excess of the  lesser
     of  (i)  the  interest rate per annum used to determine  the
     interest coverage under the  Credit Facility or (ii) 15% per
     annum.

           "Mode" means the manner in which the interest rates on
     the  Bonds are set and includes the Flexible Mode, the Daily
     Mode, the Weekly Mode and the Multiannual Mode.

          "Moody's" means Moody's Investors Service, Inc.

          "Multiannual Mode" means the Mode in which the interest
     rate on the Bonds is fixed for periods of not less than  365
     days  as designated by the Company as described in the  form
     of Multiannual Bonds in Section 3.01(a)(v).

           "Multiannual Rate" means the rate of interest borne by
     a Bond while it is in the Multiannual Mode.

           "Outstanding,"  when used to modify Bonds,  refers  to
     Bonds   issued,  authenticated  and  delivered  under   this
     Indenture,  excluding:  (i) Bonds which have been  exchanged
     or  replaced or otherwise surrendered for cancellation; (ii)
     Bonds  which  have been paid; (iii) Bonds which have  become
     due  and  for  the payment of which moneys  have  been  duly
     provided;  (iv) Bonds deemed tendered for purchase  and  not
     delivered to the Paying Agent on the Purchase Date, provided
     sufficient  funds for payment of the Purchase Price  are  on
     deposit with the Paying Agent; and (v) Bonds with respect to
     which   this   Indenture  has  been  defeased  pursuant   to
     Section 2.04.

           "Paying  Agent" means First National Bank of Commerce,
     New   Orleans,  Louisiana,  as  Paying  Agent   under   this
     Indenture, or any successor or successors designated as such
     from time to time pursuant to Section 3.11.

           "Paying  Agent Subaccount" has the meaning given  such
     term in Section 3.04(a).

          "Permitted Investments" has the meaning given such term
     in Section 3.13.

           "Person" means any individual or entity recognized  by
     law.

           "Pledged  Bond"  means any Bond purchased  with  funds
     provided  by  a Credit Facility which is registered  in  the
     name of the Bank or its designee pursuant to Section 3.10.

           "Purchase Date" means the date on which Bonds shall be
     required to be purchased pursuant to a mandatory or optional
     tender  in  accordance with the provisions in the  forms  of
     Flexible,  Daily,  Weekly  and  Multiannual  Rate  Bonds  in
     Section 3.01(a).

           "Purchase Price" means, with respect to any Bond, 100%
     of  the principal amount thereof and accrued interest to the
     date established for purchase thereof.

          "Rate Period" or "Period" means, when used with respect
     to  any  particular  rate of interest  for  a  Bond  in  the
     Flexible,  Daily,  Weekly or Multiannual  Mode,  the  period
     during which such rate of interest determined for such  Bond
     will remain in effect as described herein.

           "Record date" means the date for which the holder of a
     Bond  is fixed for purposes of payment, as set forth in  the
     forms of the Bonds in Section 3.01(a).

            "Regulations"   means  the  Income  Tax   Regulations
     promulgated pursuant to the Internal Revenue Code.

           "Reimbursement  Agreement" means, with  respect  to  a
     Credit  Facility, any agreement providing for  reimbursement
     to  the  Bank  by the Company for amounts paid by  the  Bank
     under the Credit Facility.

            "Remarketing  Agent"  means  Morgan  Stanley  &   Co.
     Incorporated,  or  an affiliate thereof, and  any  successor
     Remarketing  Agent appointed from time to time  pursuant  to
     Section 3.12.

           "Responsible  Officer" shall mean an  officer  of  the
     Paying Agent assigned to the Paying Agent's corporate  trust
     department,   including,  without   limitation,   any   Vice
     President,  any   Assistant  Vice President,  any  Assistant
     Treasurer,  Trust  Officer or any other  officer  performing
     functions similar to those performed by the persons  who  at
     the  time  shall be such officers and also means  any  other
     officer  of  the  Paying Agent to whom any  corporate  trust
     matter   is  referred  because  of  his  knowledge  of   and
     familiarity with the particular subject.

           "Securities  Depository"  means  a  "clearing  agency"
     registered under Section 17A of the Securities Exchange  Act
     of 1934, as amended, including The Depository Trust Company,
     New  York, New York, or its nominee, and the successors  and
     assigns of any such entity.

           "S&P"  means  Standard  & Poor's  Ratings  Service  (a
     division of The McGraw-Hill Companies, Inc.).

           "Stated Expiration Date" means the scheduled  date  of
     termination of a Credit Facility, as set forth therein.

           "Tax Letter of Representation" means the tax letter of
     representation  executed by the Company in  connection  with
     the  original  issuance of the Bonds and  delivered  to  the
     Trustee.

           "Tendered  Bond"  means any Bond  tendered  or  deemed
     tendered  for  purchase  pursuant to Sections  3.01(c)(iii),
     3.01(d)(iii),  3.01(d)(iv),  3.01(e)(iii),  3.01(e)(iv)   or
     3.01(f)(iii).

           "Trustee"  means First National Bank of Commerce,  New
     Orleans, Louisiana, as trustee under this Indenture and  its
     successors in such capacity.

           "Weekly Mode" has the meaning set forth in the form of
     Weekly Bonds in Section 3.01(a)(iv).

           "Weekly Rate" means a rate or rates of interest  borne
     by a Bond while it is in the Weekly Mode.

      (b)   Number  and  Gender.  Wherever  appropriate  (1)  the
singular  and  plural forms of words and (2) words  of  different
gender  shall, within those respective classifications, be deemed
interchangeable.

      (c)   Use  of Examples.  When a condition, class, category,
circumstance  or  other  concept is described  in  general  terms
herein and a list of possible examples of components of what  has
been described generally is associated with that description, and
regardless of whether the words "include" or "including"  or  the
like are also used, the listing shall be deemed illustrative only
and  shall not be construed as excluding other possible  examples
or  components  or  as otherwise limiting the generality  of  the
description in any way.

      (d)  References to Time.  All references to events required
to  occur  by  a specific time shall mean the prevailing  Central
time in the State of Louisiana.


   ARTICLE II:  ISSUANCE OF BONDS; THE ASSIGNMENT AND PLEDGE;
                   DEFEASANCE OF THE INDENTURE


      Section  2.01.   Issuance of Bonds.   The  Issuer,  by  the
adoption  of the Bond Resolution, has authorized the issuance  of
the   Bonds  pursuant  to  the  Act  to  finance  the  Costs   of
Construction, as hereinafter provided.

      Section  2.02.  Assignment and Pledge of the  Issuer.   The
Issuer,  for  consideration  paid  as  hereinabove  acknowledged,
hereby  irrevocably assigns and pledges to the Trustee  in  trust
for  the security of the Bondholders and the Bank upon the  terms
hereof  all  the Issuer's right, title and interest  in  (i)  the
Facilities Payments, (ii) all moneys and securities held  by  the
Trustee  for  deposit in, or deposited in, the Debt Service  Fund
and  the  Construction Fund and investment earnings thereon,  and
(iii)  any collateral security for, and all proceeds of,  any  of
the foregoing.  The Trustee shall hold (a) all the rights, titles
and  interests received under this Section and (b)  all  revenues
(exclusive of funds to which the Trustee is entitled in  its  own
right,  or as Paying Agent, as fees, reimbursement, indemnity  or
otherwise) received from the Company or derived from the exercise
of the Issuer's powers hereunder in trust for the security of the
Bondholders in accordance with the provisions hereof and the Bank
for amounts advanced under the Credit Facility.

      Section  2.03.  Further Assurances.  The Issuer shall  from
time   to  time  execute,  deliver  and  record  and  file   such
instruments as are necessary to confirm, perfect or maintain  the
security  created hereby and the assignment and pledge of  rights
hereunder and shall provide a copy of each record of filing  with
the Trustee.

     Section 2.04.  Defeasance.

      (a)   Payment,  Advance Funding and Defeasance.   Any  Bond
(except  Bonds  in the Daily Mode or the Weekly  Mode)  shall  be
deemed  to  be paid within the meaning of this Section 2.04  when
payment of the principal of, redemption premium, if any, on  such
Bond, plus interest thereon to the due date thereof (whether such
due  date  be  by  reason of maturity, redemption  or  otherwise;
provided  that  such provision for payment shall  be  made  in  a
manner  sufficient  to redeem such Bonds on or  before  the  next
mandatory  tender date of such Bonds to be defeased), either  (i)
shall have been made or caused to be made in accordance with  the
terms   thereof,  or  (ii)  shall  have  been  provided  for   by
irrevocably depositing with the Trustee, in trust and irrevocably
set  aside exclusively for such payment, (1) money sufficient  to
make  such  payment or (2) Government Obligations, in each  case,
certified  by an independent public accounting firm  of  national
reputation to be sufficient, in the case of money, or  to  mature
as   to   principal  and  interest  in  the  case  of  Government
Obligations, in such amount and at such times as will insure  the
availability, without reinvestment, of sufficient money  to  make
such  payment,  and all necessary and proper fees,  compensation,
and  expenses  of the Trustee and the Paying Agent pertaining  to
the  Bonds with respect to which such deposit is made shall  have
been paid or the payment thereof provided for to the satisfaction
of  the Trustee and the Paying Agent; provided, however, that  no
Bond  secured  by a Credit Facility shall be deemed  to  be  paid
pursuant  to clause (a)(ii) above unless and until the  money  so
deposited  or used to purchase Government Obligations constitutes
Eligible Funds and an opinion is obtained and filed with S&P  and
the   Trustee  from  a  firm  of  nationally  recognized  counsel
experienced  in  bankruptcy matters selected by the  Company  and
satisfactory to the Issuer to the effect that the payment of  the
Bonds would not be subject to avoidance as a preference under the
United  States  Bankruptcy Code upon an Event of Bankruptcy.   At
such  time  as  a Bond shall be deemed to be paid  hereunder,  as
aforesaid,  it shall no longer be secured by or entitled  to  the
benefits  of this Indenture, except for the purposes of any  such
payment  from such money or Government Obligations.  The  Company
shall  promptly give written notice to S&P of the  defeasance  of
all  Outstanding Bonds and shall provide S&P with a copy  of  any
certified  report  prepared by the independent public  accounting
firm  of national reputation referred to above in connection with
a  defeasance.  No Bond tendered to the Paying Agent for  payment
shall be remarketed hereunder after the defeasance thereof.   Any
money deposited with the Trustee as provided in this Section 2.04
may  at the written direction of the Company also be invested  in
Government  Obligations, maturing in the  amounts  and  times  as
hereinbefore  set  forth,  and all  income  from  all  Government
Obligations  in  the  hands  of  the  Trustee  pursuant  to  this
Section 2.04 which is not required for the payment of the  Bonds,
the  redemption  premium,  if  any, and  interest  thereon,  with
respect  to  which  such money has been so  deposited,  shall  be
turned over to the Company.

      (b)   Notice of Redemption.  Notwithstanding the foregoing,
no deposit under clause (ii) of Section 2.04(a) shall be deemed a
payment  of a Bond as aforesaid until, with respect to a Bond  to
be  redeemed  prior to maturity, irrevocable written instructions
have  been given to the Paying Agent by the Company, with a  copy
to  the Trustee, to give proper notice of redemption of such Bond
in  accordance  with  the Indenture, and in any  case  until  the
Company  shall have given the Paying Agent, on forms satisfactory
to   it,   irrevocable  instructions  to  notify,  as   soon   as
practicable, the owner of the Bond that the deposit  required  by
clause (ii) of Section 2.04(a) has been made with the Trustee and
that  said  Bond  is deemed to have been paid in accordance  with
this  Section  2.04, and stating the maturity or redemption  date
upon  which  moneys are to be available for the  payment  of  the
principal  of, redemption premium, if any, and interest  on  such
Bond.

      (c)   Use  of Moneys and Government Obligations Set  Aside.
Notwithstanding anything contained elsewhere in this   Indenture,
all  money or Government Obligations set aside and held in  trust
pursuant  to the provisions of this Section 2.04 for the  payment
of  Bonds, the redemption premium, if any, and interest  thereon,
shall  be  applied  to and used solely for  the  payment  of  the
particular  Bonds, the redemption premium, if any,  and  interest
thereon,   with  respect  to  which  such  money  or   Government
Obligations have been so set aside in trust.

      (d)   No  Amendment.   Notwithstanding  anything  contained
elsewhere  in this Indenture, if money or Government  Obligations
have  been  deposited or set aside with the Trustee  pursuant  to
this  Section 2.04 for the payment of Bonds and such Bonds  shall
not  have in fact been actually paid in full, no amendment to the
provisions of this Section 2.04 shall be made without the consent
of the owner of each Bond affected thereby.

      Section  2.05.  Release of Indenture.  If, when  all  Bonds
shall  have become due and payable in accordance with their terms
or  otherwise  as provided in this Indenture or shall  have  been
duly  called  for  redemption,  and  the  whole  amount  of   the
principal,  redemption premium, if any, and the interest  so  due
and  payable  upon all of the Bonds then Outstanding  (including,
specifically,  the Pledged Bonds, if any) and the  obligation  of
the  Company  to  the Bank in respect of amounts paid  under  the
Credit Facility shall be paid, or sufficient money (which, in the
case  of  Bonds  secured by a Credit Facility,  shall  constitute
Eligible  Funds) shall be held by the Trustee for such  purposes,
and  provision  shall  also be made for  paying  all  other  sums
payable  hereunder and/or under the Facilities Agreement  by  the
Company  then and in that case all right, title, and interest  of
the  Trustee  in these presents and the estate and rights  hereby
granted  with  respect  to  the  Bonds  shall  thereupon   cease,
determine,  and become void, and the Trustee in such  case  shall
release  this Indenture and shall execute such documents prepared
by  and at the expense of the Company to evidence such release as
may  be  reasonably required by the Issuer and shall deliver  any
surplus  funds  held  by it to the Company;  and  thereupon  this
Indenture  shall  terminate and be of no effect.  Notwithstanding
the  foregoing, the obligations under Article III in  respect  of
the  payment provisions for the Bonds, the optional and mandatory
tender   requirements,   registration  of   transfer,   exchange,
registration,  discharge  from registration  and  replacement  of
Bonds  shall survive the discharge of the lien of the  Indenture.
Prior  to the execution of any such documents in connection  with
the  satisfaction and discharge of the Indenture and prior to the
release of any liens granted hereunder, the Company shall deliver
to  the  Trustee  a certificate and an opinion  of  counsel  each
stating  that all conditions precedent thereto have been complied
with.


                     ARTICLE III:  THE BONDS


     Section 3.01.  The Bonds.

      (a)   Forms  of  Bonds.   The  Bonds  shall  be  issued  in
substantially the following forms for the four Modes:

           (i)    Form of Flexible Bond.  The Bonds may be issued
     in  the  Flexible Mode in substantially the form  prescribed
     below.

$__________     No. F-

ANY HOLDER HEREOF WHO FAILS TO DELIVER THIS BOND FOR PURCHASE  AT
THE  TIMES AND AT THE PLACE REQUIRED HEREIN SHALL HAVE NO FURTHER
RIGHTS  HEREUNDER EXCEPT THE RIGHT TO RECEIVE THE PURCHASE  PRICE
HEREOF  AND  ACCRUED INTEREST UPON PRESENTATION AND SURRENDER  OF
THIS BOND TO THE PAYING AGENT AS DESCRIBED HEREIN, AND SHALL HOLD
THIS BOND AS AGENT FOR THE PAYING AGENT.

                    UNITED STATES OF AMERICA

                       STATE OF LOUISIANA

            LAKE CHARLES HARBOR AND TERMINAL DISTRICT

                  Port Improvement Revenue Bond
                (Global Industries, Ltd. Project)
                           Series 1997


REGISTERED OWNER:

PRINCIPAL AMOUNT:                                       DOLLARS

INTEREST DUE: $
     (on the Next Purchase Date)

INTEREST RATE:
     (to the Next Purchase Date)

NEXT PURCHASE DATE:

COMMENCEMENT DATE OF RATE PERIOD:

MATURITY DATE:  ___________

MODE: Flexible

CUSIP:

     THE OBLIGATION TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND
INTEREST ON THIS BOND FROM THE SOURCES DESCRIBED BELOW IS  SOLELY
AND  EXCLUSIVELY A SPECIAL OBLIGATION OF THE LAKE CHARLES  HARBOR
AND  TERMINAL DISTRICT (THE "ISSUER").  THE BONDS DO NOT NOW  AND
SHALL NEVER CONSTITUTE AN INDEBTEDNESS OR A PLEDGE OF THE GENERAL
CREDIT  OF  THE ISSUER, THE STATE OF LOUISIANA, OR ANY  POLITICAL
SUBDIVISION OF THE STATE OF LOUISIANA, WITHIN THE MEANING OF  ANY
CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION OF INDEBTEDNESS.
NO  OTHER  PUBLIC ENTITY, INCLUDING THE STATE OF  LOUISIANA,  ANY
POLITICAL SUBDIVISION THEREOF OTHER THAN THE ISSUER, OR ANY OTHER
PUBLIC BODY, IS OBLIGATED, DIRECTLY, INDIRECTLY, CONTINGENTLY, OR
IN  ANY OTHER MANNER, TO PAY SUCH PRINCIPAL, PREMIUM, OR INTEREST
FROM ANY SOURCE WHATSOEVER.  THIS BOND SHALL NOT BE CONSIDERED  A
GENERAL  OBLIGATION OF THE BOARD OF COMMISSIONERS OF THE  ISSUER,
THE  ISSUER,  OR  THE STATE OF LOUISIANA.  THE  REGISTERED  OWNER
HEREOF SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT OF THIS  BOND
OR THE INTEREST HEREON OUT OF ANY FUNDS RAISED OR TO BE RAISED BY
TAXATION  OR  FROM  ANY OTHER FUNDS EXCEPT THE SOURCES  DESCRIBED
BELOW,  AND NO REPRESENTATION IS MADE HEREIN WITH RESPECT TO  THE
ANTICIPATED SUFFICIENCY OF SUCH SOURCES.  NO PHYSICAL PROPERTY IS
ENCUMBERED  BY ANY LIEN OR SECURITY INTEREST FOR THE  BENEFIT  OF
THE REGISTERED OWNER OF THIS BOND.

      The  Issuer,  for value received, promises to  pay  to  the
REGISTERED  OWNER,  or registered assigns, but  solely  from  the
moneys  to be provided under the Indenture mentioned below,  upon
presentation and surrender hereof, in lawful money of the  United
States  of  America, the PRINCIPAL AMOUNT on the  MATURITY  DATE,
unless  paid  earlier as provided below, with interest  from  the
most  recent  Interest Payment Date, as defined below,  to  which
interest  has been paid or duly provided for or, if  no  interest
has  been  paid,  from the COMMENCEMENT DATE OF RATE  PERIOD  set
forth above, until paid in full, at the rates per annum described
below,  payable on each Interest Payment Date, as defined  below.
Interest  shall  be  due on this bond on each Purchase  Date  (as
defined  below)  and on the MATURITY DATE (the "Interest  Payment
Dates").  This bond shall bear interest at the INTEREST RATE  set
forth  above  up  to  the  NEXT PURCHASE DATE.   Thereafter,  the
Remarketing  Agent  (as  defined  below)  shall  redetermine  the
Flexible  Rate  for  each Rate Period (as defined  below),  which
shall be the rate of interest determined by the Remarketing Agent
designated  as  provided  in  the  Indenture  (herein,  with  its
successors,  the "Remarketing Agent"), for each Rate  Period  (as
defined  below) to be the lowest rate which in its  judgment,  on
the basis of prevailing financial market conditions, is necessary
on  and  as of the Effective Date, as defined below, to  remarket
this  bond in a secondary market transaction at a price equal  to
the  principal amount thereof, but not in excess of  the  Maximum
Interest  Rate.   The  amount of interest  due  on  any  Interest
Payment  Date shall be the amount of unpaid interest  accrued  on
this bond through the day preceding such Interest Payment Date.

      It  is  hereby certified, recited, declared and  covenanted
that  this bond has been duly and validly authorized, issued  and
delivered;  that  all  acts, conditions and  things  required  or
proper to be performed, exist and be done precedent to and in the
execution and delivery of the Indenture and in the authorization,
issuance  and  delivery of this bond do exist, have happened  and
have been performed in due time, form and manner, as required  by
law;  that the issuance of this bond and the series of  which  it
forms  a  part  does not exceed or violate any constitutional  or
statutory  limitation;  that  this  bond  is  a  special  revenue
obligation  of the Issuer, with the principal of and interest  on
this bond being payable solely from (except to the extent payable
from  amounts attributable to proceeds of the Bonds), and secured
solely  by  a  lien  on and pledge of, the revenues  or  payments
hereinafter described; and that this bond is one of a  series  of
Port  Improvement Revenue Bonds (Global Industries, Ltd. Project)
Series  1997  (the  "Bonds") issued in  the  aggregate  principal
amount  of $28,000,000 FOR THE PURPOSE OF PROVIDING A PORTION  OF
THE  COST  OF  THE ACQUISITION, CONSTRUCTION AND  IMPROVEMENT  OF
CERTAIN DOCK AND WHARF FACILITIES (THE "FACILITIES") TO BE LEASED
BY  THE  ISSUER TO GLOBAL INDUSTRIES, LTD. (THE "COMPANY") WITHIN
THE  BOUNDARIES OF THE ISSUER, pursuant to and secured by a Trust
Indenture (the "Indenture") dated as of  November 1, 1997 between
the  Issuer and First National Bank of Commerce, as Trustee  (the
"Trustee").   Pursuant to a Facilities Agreement (the "Facilities
Agreement") dated as of November 1, 1997 between the Company  and
the  Issuer,  the  Company  has unconditionally  agreed  to  make
Facilities Payments in the amounts necessary to pay the principal
of,  premium,  if  any,  and interest  on  the  Bonds  when  due.
Reference  is  hereby made to the Facilities  Agreement  and  the
Indenture for the provisions thereof with respect to the  rights,
limitations of rights, duties, obligations and immunities of  the
Company,  the  Issuer,  the Trustee, the Paying  Agent,  and  the
Bondholders,  including the order of payments  in  the  event  of
insufficient funds, the disposition of unclaimed moneys  held  by
the Trustee and restrictions on the rights of owners of the Bonds
to bring suit.  The Facilities Agreement and the Indenture may be
amended to the extent and in the manner provided therein.  Copies
of  the Facilities Agreement and the Indenture are available  for
inspection at the corporate trust office of the Trustee.

     [The following paragraph, completed or altered as necessary,
is  to  be  inserted  in Bonds which are supported  by  a  Credit
Facility.]

      The  Purchase Price and principal of and interest  on  this
bond  are  also payable from moneys drawn by the Paying Agent  on
an  irrevocable letter of credit for the Bonds (together with any
extensions  and renewals thereof, the "Letter of Credit")  issued
by  the  Bank  (as  defined  in the  Indenture)  in  the  initial
aggregate stated amount of $_______________ pursuant to the terms
of  a  Reimbursement  Agreement dated as of  ______________  (the
"Reimbursement  Agreement") by and between the  Company  and  the
Bank.    The    Letter   of   Credit   initially    expires    on
______________________  but may be terminated  earlier  upon  the
occurrence of certain events set forth in the Indenture  and  the
Reimbursement   Agreement  or  extended  as   provided   in   the
Reimbursement  Agreement.  The Company  may  substitute  for  the
Letter  of Credit in whole or in part, a new letter of credit  or
other  credit enhancement facility (together with the  Letter  of
Credit, a "Credit Facility") as provided in the Indenture and the
Reimbursement Agreement.

      The  principal  amount of this bond together  with  accrued
interest may become or be declared immediately due and payable in
the manner and with the effect provided in the Indenture.

      Unless otherwise defined herein, capitalized terms used  in
this  bond  shall have the meaning given them in the   Indenture.
The following terms are defined as follows:

     "Business Day" means a day (i) on which banking institutions
[in  any  city  in  which an office of the  Bank  is  located  if
drawings under a Credit Facility may be required to be made  from
such  office,]* in New Orleans, Louisiana or in any of the cities
in which the principal corporate trust offices of the Trustee and
the  Paying  Agent are located are not required or authorized  to
remain  closed and (ii) on which the New York Stock  Exchange  is
not closed.

      *Bracketed language to be added to Bonds supported by a 
Credit Facility.

      "Effective Date" means the date on which a new Rate  Period
for a Bond takes effect.

      "Mode" means the manner in which the interest rates on  the
Bonds are set and includes the Flexible Mode, the Daily Mode, the
Weekly Mode and the Multiannual Mode.

      "Purchase Date" means the date on which this bond shall  be
required  to  be  purchased pursuant to  a  mandatory  tender  in
accordance with the provisions hereof.

      "Rate Period" or "Period" means, when used with respect  to
any  particular  rate of interest for a Bond, the  period  during
which  such rate of interest determined for such Bond will remain
in effect as described herein.

      At  the  option of the Company and upon certain  conditions
provided  for in the Indenture described below, all or a  portion
of  the  Bonds (a) may be converted or reconverted from  time  to
time  to  or  from  the  Daily  Mode,  the  Weekly  Mode  or  the
Multiannual   Mode,  which  means  that  the  Rate   Period   is,
respectively, one day, one week or not less than 365 days and (b)
may  be converted or reconverted from time to time to or from the
Flexible Mode.

      Conversions of this bond to any other Mode may  take  place
only  on an Effective Date.  Conversion of this bond to any other
Mode  shall  be subject to certain conditions set  forth  in  the
Indenture.   In  the  event that the conditions  for  a  proposed
conversion to a new Mode are not met (i) such new Mode shall  not
take effect on the proposed conversion date, notwithstanding  any
prior notice to the Bondholders of such conversion, and (ii) this
bond  shall automatically convert to the Daily Mode until  a  new
Mode  is  determined in accordance with the   Indenture.   In  no
event  shall the failure of this bond to be converted  to  a  new
Mode  be deemed to be a Default or an Event of Default under  the
Indenture as long as the Purchase Price is made available on  the
failed conversion date to holders of all Bonds that were to  have
been converted.

     The interest rate for this bond in the Flexible Mode will be
determined  by  the Remarketing Agent and will remain  in  effect
from and including the Effective Date of the Rate Period selected
for  that  Bond  by the Remarketing Agent through the  last  date
thereof.   Bonds  in the Flexible Mode may have  successive  Rate
Periods  of  any duration up to and including 270 days  each  and
ending  on a day preceding a Business Day and any Bond  may  bear
interest  at  a  rate and for a period different from  any  other
Bond.

       In   the  event  that  the  Remarketing  Agent  no  longer
determines, or fails to determine when required, any Rate  Period
or  any  Flexible Rate for any Bonds, or, if for any reason  such
manner  of  determination shall be determined to  be  invalid  or
unenforceable, the Rate Period for any such Bond shall be  deemed
to  be  Daily  Rate  Periods until a new Mode  is  determined  in
accordance  with  the  Indenture, and the  Daily  Rate  shall  be
determined by reference to a published index as provided  in  the
Indenture.

      This  bond is subject to mandatory tender for purchase  and
shall be purchased on the NEXT PURCHASE DATE set forth above at a
price  of  100%  of  the principal amount hereof  (the  "Purchase
Price").   THE HOLDER OF THIS BOND, BY ACCEPTANCE HEREOF,  AGREES
TO SELL AND SURRENDER THIS BOND IN ACCORDANCE WITH THE PROVISIONS
OF  THE  INDENTURE AND, ON SUCH PURCHASE DATE, TO SURRENDER  THIS
BOND  TO  THE PAYING AGENT FOR PAYMENT OF THE PURCHASE PRICE  AND
ACCRUED  INTEREST.  All deliveries of tendered  Bonds,  including
deliveries of Bonds subject to mandatory tender, shall be made to
the  Paying  Agent  at  210  Barrone Street-Basement  Level,  New
Orleans,  Louisiana  70112, or such other  address  specified  in
writing  by  the Paying Agent to the Bondholders.   The  Purchase
Price of this bond shall be paid only upon surrender of this bond
to  the  Paying  Agent as provided herein.  From and  after  such
Purchase  Date,  no  further interest shall  be  payable  to  the
REGISTERED  OWNER  provided  that  there  are  sufficient   funds
available on such Purchase Date to pay the Purchase Price.

      Each determination and redetermination of the Flexible Rate
shall  be conclusive and binding on the Issuer, the Trustee,  the
Paying Agent, the Bank, the Company and the Bondholders.

      Interest shall be computed on this bond on the basis  of  a
365-  or  366-day year, as appropriate, and actual days  elapsed.
From  and  after  the date on which this bond  becomes  due,  any
unpaid  principal will bear interest at the then  effective  rate
until paid or duly provided for.

      The  principal  of and interest on this  bond  due  on  the
MATURITY   DATE  are  payable  when  due  by  wire  transfer   of
immediately available funds within the continental United  States
or  at  the  option  of  the REGISTERED OWNER  by  check  to  the
REGISTERED OWNER hereof but only upon presentation and  surrender
of  this  bond at the offices of First National Bank of Commerce,
New  Orleans, Louisiana, as Paying Agent (with its successors  in
such  capacity, the "Paying Agent").  The Purchase Price of  this
bond  and  accrued interest to the Purchase Date are  payable  in
immediately   available  funds  by  wire  transfer   within   the
continental United States from the Paying Agent or at the  option
of  the REGISTERED OWNER by check to the REGISTERED OWNER at  its
address shown on the registration books maintained by the  Paying
Agent.   Payment  of the Purchase Price and accrued  interest  of
this bond to such owner shall be made on the Delivery Date, which
shall  be  the  Purchase Date, or the day on which this  bond  is
presented  and surrendered, if later than the Purchase  Date,  if
presentation  and surrender of this bond is made prior  to  12:00
noon, Central time, on the day of presentation and surrender  and
is  the next succeeding Business Day if this bond is delivered to
the  Paying  Agent after 12:00 noon, Central time  on  such  day.
Overdue  interest on this bond, or interest on overdue  principal
is payable in immediately available funds by wire transfer within
the  continental United States from the Paying Agent  or  at  the
option  of the REGISTERED OWNER by check to the REGISTERED OWNER,
determined as of the close of business on the applicable  special
record date as determined by the Trustee, at its address as shown
on  the  registration books maintained by the Paying Agent.   The
special record date may be not more than thirty (30) days  before
the date set for payment.  The Paying Agent will mail notice of a
special  record date to the Bondholders at least  ten  (10)  days
before  the special record date.  The Paying Agent will  promptly
certify to the Issuer, the Trustee and the Remarketing Agent that
it   has  mailed  such  notice  to  all  Bondholders,  and   such
certificate will be conclusive evidence that notice was given  in
the manner required hereby.

      Any notice required by this bond to be given to Bondholders
shall  be effective when mailed, notwithstanding when or if  such
notice is received by any Bondholder.

      This  bond  is  subject to mandatory redemption,  in  whole
(except as provided below), within 180 days after a Determination
of  Taxability,  as  hereinafter defined, at a  redemption  price
equal  to  the principal amount thereof plus accrued interest  to
the  redemption  date,  but  without premium.  "Determination  of
Taxability" means a final determination by any court of competent
jurisdiction  in  the  United States, or a final  action  of  the
Internal Revenue Service, in either case in a proceeding of which
the  Company has received timely notice and in which the  Company
has  had  sufficient opportunity to participate,  to  the  effect
that,  as  a  result of the failure of the Company to observe  or
perform  any covenant, agreement, representation, or warranty  in
the Facilities Agreement, the interest on the Bonds is includable
in  the  gross  income (for federal income tax purposes)  of  the
holder thereof (except for any holder who is a "substantial user"
of  the Facilities or a "related person" as those terms are  used
and defined in the Code).

      Upon the occurrence of a Determination of Taxability,  this
bond shall be redeemed in whole as provided above, unless, in the
opinion of a nationally recognized bond counsel ("Bond Counsel"),
redemption of a portion of the Bonds outstanding would  have  the
result  that  interest payable on the remaining Bonds outstanding
after  the redemption would not be includable in the gross income
(for federal income tax purposes) of holders thereof (except  for
any  holder  who is a "substantial user" of the Facilities  or  a
"related  person"  as those terms are used  and  defined  in  the
Code), in which event only such portion shall be required  to  be
redeemed.  Any such partial redemption shall be made  within  180
days  following the Determination of Taxability, at a  redemption
price equal to the principal amount thereof plus accrued interest
to  the  redemption date, but without premium, at least  in  such
aggregate amount as is deemed necessary by Bond Counsel to  cause
the  interest  on  the  remaining outstanding  Bonds  not  to  be
includable in gross income, as described above.

      If  this  bond is redeemed as provided above in  accordance
with  the terms of the Indenture, then the failure by the Company
to  observe or perform a covenant, agreement, representation,  or
warranty  in  the  Facilities  Agreement  which  results   in   a
Determination  of  Taxability shall not constitute  an  Event  of
Default  under  the  Indenture or the Facilities  Agreement,  and
payment  of the redemption price specified above shall constitute
full  and complete payment and satisfaction to the holder of this
bond  for any claims, damages, costs, or expenses arising out  of
or based upon such failure by the Company.

      If  less  than  all  of  this bond  is  to  be  called  for
redemption, the portion thereof to be redeemed shall be  selected
as  provided in the Indenture.  If less than all of the principal
amount  of  this bond is to be redeemed, upon surrender  of  this
bond  to the Paying Agent, there will be issued to the REGISTERED
OWNER,  without  charge, a new bond or,  at  the  option  of  the
REGISTERED OWNER, bonds for the unredeemed principal amount.

      This bond is subject to optional redemption in whole or  in
part at the direction of the Company on any day when this bond is
subject  to  mandatory  tender by  the  REGISTERED  OWNER   at  a
redemption price of par.

      At  least  30  days  prior to the  date  selected  for  the
redemption of any of the Bonds prior to their scheduled maturity,
the  Paying Agent shall cause a written notice of such redemption
to  be mailed by the Paying Agent, postage prepaid, not less than
30  days  prior  to  the date selected for  redemption,  to  each
REGISTERED OWNER of the Bonds to be redeemed, addressed  to  such
REGISTERED  OWNER  at its address appearing on  the  registration
books  maintained  by  the Paying Agent and to  major  securities
depositories, national bond rating agencies and bond  information
services as at the time customarily receive such notices; but the
failure of the REGISTERED OWNER to receive, or any defect therein
or  in  the  mailing thereof, shall not affect the redemption  of
such  Bonds.  Such notice of redemption shall identify the  Bonds
to be redeemed, the date selected for such redemption, the places
of  payment of the redemption price of the Bonds which are to  be
so  redeemed and the redemption price at which the Bonds will  be
redeemed.

      Notice of redemption having been duly mailed, this bond, or
the portion called for redemption, will become due and payable on
the  redemption date at the applicable redemption price  and,  if
moneys  for the redemption have been deposited with the  Trustee,
then,  from and after the date fixed for redemption, no  interest
on  this  bond  (or such portion) will accrue.  The Paying  Agent
will not be required to make an exchange or transfer of this bond
(i)  if  this bond (or any portion hereof) has been selected  for
redemption or (ii) within forty-five (45) days prior to the  date
fixed  for  redemption if this bond (or any  portion  hereof)  is
eligible to be selected for redemption.

      IN  CERTAIN  CIRCUMSTANCES SET OUT  HEREIN,  THIS  BOND  IS
SUBJECT TO PURCHASE.  IN EACH SUCH EVENT AND UPON DEPOSIT OF  THE
PURCHASE  PRICE WITH THE PAYING AGENT ON THE PURCHASE DATE,  THIS
BOND SHALL BE DEEMED TENDERED FOR PURCHASE AND SHALL CEASE TO  BE
DEEMED  TO  BE  OUTSTANDING UNDER THE INDENTURE, INTEREST  HEREON
SHALL CEASE TO ACCRUE AS OF THE PURCHASE DATE, AND THE REGISTERED
OWNER HEREOF SHALL BE ENTITLED TO RECEIVE THE PURCHASE PRICE  AND
ACCRUED  INTEREST SO DEPOSITED WITH THE PAYING  AGENT  ONLY  UPON
SURRENDER OF THIS BOND TO THE PAYING AGENT.

     This bond is transferable by the REGISTERED OWNER, in person
or  by its attorney duly authorized in writing, at the office  of
the Paying Agent, upon surrender of this bond to the Paying Agent
for  cancellation.  Upon the transfer, a new  Bond  or  Bonds  in
Authorized  Denominations of the same aggregate principal  amount
will be issued to the transferee at the same office.  No transfer
will  be effective unless effected by such surrender and reissue.
This bond may also be exchanged at the office of the Paying Agent
for  a new Bond or Bonds in Authorized Denominations of the  same
aggregate  principal amount without transfer to a new  registered
owner.   Exchanges and transfers will be without expense  to  the
owner  except for applicable taxes or other governmental charges,
if any.

      Bonds  in  the  Flexible Mode are issuable  only  in  fully
registered  form  and  shall  be in Authorized  Denominations  of
$100,000  or  any  integral  multiple  of  $1,000  in  excess  of
$100,000.

      The  Issuer, the Trustee, the Paying Agent and the  Company
may treat the REGISTERED OWNER as the absolute owner of this bond
for all purposes, notwithstanding any notice to the contrary.

      This  bond  will  not  be valid until  the  Certificate  of
Authentication  has  been  signed by  the  Trustee  or  its  duly
appointed agent for such purpose.

      IN  WITNESS  WHEREOF, this bond has been  signed  with  the
manual or facsimile signature of the President of the Issuer, and
countersigned  with  the  manual or facsimile  signature  of  the
Secretary of the Issuer, and the official seal of the Issuer  has
been duly impressed, or placed in facsimile, on this bond, all as
of the first day of November, 1997.

                         LAKE   CHARLES   HARBOR   AND   TERMINAL
                         DISTRICT


(Seal)                        By:
                              President, Board of Commissioners


                         By:  _______________________________
                              Secretary, Board of Commissioners


                  Certificate of Authentication


     This bond is one of the Bonds described in the  Indenture.

                         FIRST NATIONAL BANK OF COMMERCE,
                         New Orleans, Louisiana,
                         as Trustee
Date of Authentication:

                         By:________________________________
                              Authorized Signatory
                         or

                         By:  __________________________,
                              as agent of the Trustee


                         By:__________________________________
                                 Authorized        Signatory

                           Assignment


      For  value  received  the undersigned  sells,  assigns  and
transfers this bond to



_________________________________________________________
                 (Name and Address of Assignee)


_________________________________________________________



_________________________________________________________
  Social Security or Other Identifying Number of Assignee

  and irrevocably appoints________________________________,
  attorney-in-fact, to transfer it on the books kept for
  registration  of  the  bond,  with  full   power   of
  substitution.


Dated:

Signature Guaranteed:

_____________________________________________
Bank, Trust Company or Brokerage Firm



By:  _____________________________________
     Authorized Signatory


     NOTICE:   Signatures must be guaranteed by an "eligible
     guarantor institution" meeting the requirements of  the
     Trustee   and  the  Paying  Agent,  which  requirements
     include  membership or participation in STAMP  or  such
     other   "signature  guarantee  program"   as   may   be
     determined  by  the  Trustee or  the  Paying  Agent  in
     addition  to,  or in substitution for,  STAMP,  all  in
     accordance  with  the Securities and  Exchange  Act  of
     1934, as amended.
     The following abbreviations, when used in the inscription on
the  face  of this bond, shall be construed as though  they  were
written out in full according to applicable law.

TEN COM - as tenants in common               UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entirety   _______ Custodian_______
JT TEN  - as joint tenants with rights  (Cust)          (Minor)
          of survivorship and not as
          tenants in common
                                       Act_____________________
                                                 (State)

Additional abbreviations may also be used though not set forth in
the list above.
                                
          (ii) [Reserved Section.]

           (iii)     Form of Daily Bond.  The Bonds may be issued
     in  the  Daily  Mode  in substantially the  form  prescribed
     below.

$__________    No. D-

ANY HOLDER HEREOF WHO FAILS TO DELIVER THIS BOND FOR PURCHASE  AT
THE  TIMES AND AT THE PLACE REQUIRED HEREIN SHALL HAVE NO FURTHER
RIGHTS  HEREUNDER EXCEPT THE RIGHT TO RECEIVE THE PURCHASE  PRICE
HEREOF  AND  ACCRUED INTEREST UPON PRESENTATION AND SURRENDER  OF
THIS BOND TO THE PAYING AGENT AS DESCRIBED HEREIN, AND SHALL HOLD
THIS BOND AS AGENT FOR THE PAYING AGENT.

                    UNITED STATES OF AMERICA

                       STATE OF LOUISIANA

            LAKE CHARLES HARBOR AND TERMINAL DISTRICT

                  Port Improvement Revenue Bond
                (Global Industries, Ltd. Project)
                           Series 1997


REGISTERED OWNER:

PRINCIPAL AMOUNT:                                       DOLLARS

INTEREST PAYMENT DATES:

     (i)  the first Business Day of each calendar month, and
     (ii) the Maturity Date

MATURITY DATE:  ____________

DATE OF THIS BOND:
     (Date  as  of  which  Bonds of this  series  were  initially
     issued)

MODE:  Daily

CUSIP:

     THE OBLIGATION TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND
INTEREST ON THIS BOND FROM THE SOURCES DESCRIBED BELOW IS  SOLELY
AND  EXCLUSIVELY A SPECIAL OBLIGATION OF THE LAKE CHARLES  HARBOR
AND  TERMINAL DISTRICT (THE "ISSUER").  THE BONDS DO NOT NOW  AND
SHALL NEVER CONSTITUTE AN INDEBTEDNESS OR A PLEDGE OF THE GENERAL
CREDIT  OF  THE ISSUER, THE STATE OF LOUISIANA, OR ANY  POLITICAL
SUBDIVISION OF THE STATE OF LOUISIANA, WITHIN THE MEANING OF  ANY
CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION OF INDEBTEDNESS.
NO  OTHER  PUBLIC ENTITY, INCLUDING THE STATE OF  LOUISIANA,  ANY
POLITICAL SUBDIVISION THEREOF OTHER THAN THE ISSUER, OR ANY OTHER
PUBLIC BODY, IS OBLIGATED, DIRECTLY, INDIRECTLY, CONTINGENTLY, OR
IN  ANY OTHER MANNER, TO PAY SUCH PRINCIPAL, PREMIUM, OR INTEREST
FROM ANY SOURCE WHATSOEVER.  THIS BOND SHALL NOT BE CONSIDERED  A
GENERAL  OBLIGATION OF THE BOARD OF COMMISSIONERS OF THE  ISSUER,
THE  ISSUER,  OR  THE STATE OF LOUISIANA.  THE  REGISTERED  OWNER
HEREOF SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT OF THIS  BOND
OR THE INTEREST HEREON OUT OF ANY FUNDS RAISED OR TO BE RAISED BY
TAXATION  OR  FROM  ANY OTHER FUNDS EXCEPT THE SOURCES  DESCRIBED
BELOW,  AND NO REPRESENTATION IS MADE HEREIN WITH RESPECT TO  THE
ANTICIPATED SUFFICIENCY OF SUCH SOURCES.  NO PHYSICAL PROPERTY IS
ENCUMBERED  BY ANY LIEN OR SECURITY INTEREST FOR THE  BENEFIT  OF
THE REGISTERED OWNER OF THIS BOND.

      The  Issuer,  for value received, promises to  pay  to  the
REGISTERED  OWNER,  or registered assigns, but  solely  from  the
moneys  to be provided under the Indenture mentioned below,  upon
presentation and surrender hereof, in lawful money of the  United
States  of  America, the PRINCIPAL AMOUNT on the  MATURITY  DATE,
unless  paid  earlier as provided below, with interest  from  the
most recent INTEREST PAYMENT DATE to which interest has been paid
or  duly provided for or, if no interest has been paid, from  the
DATE  OF  THIS BOND set forth above, until paid in full,  at  the
rates per annum described below, payable on each INTEREST PAYMENT
DATE.  The Daily Rate for this bond shall be the rate of interest
determined by the Remarketing Agent designated as provided in the
Indenture (herein, with its successors, the "Remarketing Agent"),
for  each  Rate Period (as defined below) to be the  lowest  rate
which  in  its  judgment,  on the basis of  prevailing  financial
market conditions, would permit the sale of the Bonds (as defined
below)  in the Daily Mode at par plus accrued interest on and  as
of the Effective Date, as defined below, but not in excess of the
Maximum Interest Rate.  The Remarketing Agent shall determine the
initial  Daily  Rate on or before the date  of  issue  in  or  of
conversion to the Daily Mode, which rate shall remain  in  effect
as  provided in the Indenture.  Thereafter, the Remarketing Agent
shall redetermine the Daily Rate for each Rate Period as provided
below.   The amount of interest due on any INTEREST PAYMENT  DATE
shall  be  the  amount of unpaid interest accrued  on  this  bond
through the day preceding such INTEREST PAYMENT DATE.

      It  is  hereby certified, recited, declared and  covenanted
that  this bond has been duly and validly authorized, issued  and
delivered;  that  all  acts, conditions and  things  required  or
proper to be performed, exist and be done precedent to and in the
execution and delivery of the Indenture and in the authorization,
issuance  and  delivery of this bond do exist, have happened  and
have  been performed in due time, form and manner as required  by
law;  that the issuance of this Bond and the series of  which  it
forms  a  part  does not exceed or violate any constitutional  or
statutory  limitation;  that  this  bond  is  a  special  revenue
obligation  of the Issuer, with the principal of and interest  on
this bond being payable solely from (except to the extent payable
from  amounts attributable to proceeds of the Bonds), and secured
solely  by  a  lien  on and pledge of, the revenues  or  payments
hereinafter described; and that this bond is one of a  series  of
Port  Improvement Revenue Bonds (Global Industries, Ltd. Project)
Series  1997  (the  "Bonds") issued in  the  aggregate  principal
amount  of $28,000,000 FOR THE PURPOSE OF PROVIDING A PORTION  OF
THE  COST  OF  THE ACQUISITION, CONSTRUCTION AND  IMPROVEMENT  OF
CERTAIN DOCK AND WHARF FACILITIES (THE "FACILITIES") TO BE LEASED
BY  THE  ISSUER TO GLOBAL INDUSTRIES, LTD. (THE "COMPANY") WITHIN
THE  BOUNDARIES OF THE ISSUER, pursuant to and secured by a Trust
Indenture (the "Indenture") dated as of  November 1, 1997 between
the  Issuer and First National Bank of Commerce, as Trustee  (the
"Trustee").   Pursuant to a Facilities Agreement (the "Facilities
Agreement") dated as of November 1, 1997 between the Company  and
the  Issuer,  the  Company  has unconditionally  agreed  to  make
Facilities Payments in the amounts necessary to pay the principal
of,  premium,  if  any,  and interest  on  the  Bonds  when  due.
Reference  is  hereby made to the Facilities  Agreement  and  the
Indenture for the provisions thereof with respect to the  rights,
limitations of rights, duties, obligations and immunities of  the
Company,  the  Issuer,  the Trustee, the Paying  Agent,  and  the
Bondholders,  including the order of payments  in  the  event  of
insufficient funds, the disposition of unclaimed moneys  held  by
the Trustee and restrictions on the rights of owners of the Bonds
to bring suit.  The Facilities Agreement and the Indenture may be
amended to the extent and in the manner provided therein.  Copies
of  the Facilities Agreement and the Indenture are available  for
inspection at the corporate trust office of the Trustee.

     [The following paragraph, completed or altered as necessary,
is  to  be  inserted  in Bonds which are supported  by  a  Credit
Facility.]

      The  Purchase Price and principal of and interest  on  this
bond  are  also payable from moneys drawn by the Paying Agent  on
an  irrevocable letter of credit for the Bonds (together with any
extensions  and renewals thereof, the "Letter of Credit")  issued
by  the  Bank  (as  defined  in the  Indenture)  in  the  initial
aggregate stated amount of $_______________ pursuant to the terms
of  a  Reimbursement  Agreement dated as of  ______________  (the
"Reimbursement  Agreement") by and between the  Company  and  the
Bank.    The    Letter   of   Credit   initially    expires    on
______________________  but may be terminated  earlier  upon  the
occurrence of certain events set forth in the Indenture  and  the
Reimbursement   Agreement  or  extended  as   provided   in   the
Reimbursement  Agreement.  The Company  may  substitute  for  the
Letter  of Credit in whole or in part, a new letter of credit  or
other  credit enhancement facility (together with the  Letter  of
Credit, a "Credit Facility") as provided in the Indenture and the
Reimbursement Agreement.

      The  principal  amount of this bond together  with  accrued
interest may become or be declared immediately due and payable in
the manner and with the effect provided in the Indenture.

      Unless otherwise defined herein, capitalized terms used  in
this  bond  shall have the meaning given them in the   Indenture.
The following terms are defined as follows:

     "Business Day" means a day (i) on which banking institutions
[in  any  city  in  which an office of the  Bank  is  located  if
drawings under a Credit Facility may be required to be made  from
such  office,]* in New Orleans, Louisiana or in any of the cities
in which the principal corporate trust offices of the Trustee and
the  Paying  Agent are located are not required or authorized  to
remain  closed and (ii) on which the New York Stock  Exchange  is
not closed.

      *Bracketed language to be added to Bonds supported by a Credit 
Facility.

      "Effective Date" means the date on which a new Rate  Period
for a Bond takes effect.

      "Mode" means the manner in which the interest rates on  the
Bonds are set and includes the Flexible Mode, the Daily Mode, the
Weekly Mode and the Multiannual Mode.

      "Purchase Date" means the date on which this bond shall  be
required  to  be  purchased pursuant to a mandatory  or  optional
tender in accordance with the provisions hereof.

      "Rate Period" or "Period" means, when used with respect  to
any  particular  rate of interest for a Bond, the  period  during
which  such rate of interest determined for such Bond will remain
in  effect  as described herein.  A new interest rate shall  take
effect on the date the Daily Mode takes effect and thereafter  on
each Business Day.

      At  the  option of the Company and upon certain  conditions
provided  for in the Indenture described below, all or a  portion
of  the  Bonds (a) may be converted or reconverted from  time  to
time  to  or  from  the Flexible Mode, the  Weekly  Mode  or  the
Multiannual   Mode,  which  means  that  the  Rate   Period   is,
respectively, from 1 up to and including 270 days,  one  week  or
not  less  than 365 days and (b) may be converted or  reconverted
from time to time to or from the Daily Mode.

      Conversions of this bond to any other Mode may  take  place
only  on  a  Business Day upon fifteen (15) days'  prior  written
notice  from  the Paying Agent to the REGISTERED  OWNER  of  this
bond.  Conversion of this bond to any other Mode shall be subject
to  certain conditions set forth in the Indenture.  In the  event
that  the conditions for a proposed conversion to a new Mode  are
not  met  (i) such new Mode shall not take effect on the proposed
conversion  date,  notwithstanding  any  prior  notice   to   the
Bondholders  of such conversion, and (ii) this bond shall  remain
in  the  Daily Mode until a new Mode is determined in  accordance
with  the  Indenture.  In no event shall the failure of this bond
to  be  converted to a new Mode be deemed to be a Default  or  an
Event  of  Default under the Indenture as long  as  the  Purchase
Price  is made available on the failed conversion date to holders
of all Bonds that were to have been converted.

      The  interest rate for this bond in the Daily Mode will  be
determined by the Remarketing Agent not later than the  Effective
Date  and  shall be effective from the Effective Date  until  the
next succeeding Business Day.  If the Remarketing Agent fails  to
make  such determination or fails to announce the Daily Rate,  or
in  the event that the Remarketing Agent no longer determines, or
fails  to determine when required, any Daily Rate for any  Bonds,
or,  if  for  any  reason such manner of determination  shall  be
determined  to be invalid or unenforceable, the Rate  Period  for
any  such Bonds shall be deemed to be the Daily Rate Period until
a  new  Mode is determined in accordance with the Indenture,  and
the  Daily  Rate shall be determined by reference to a  published
index  as provided in the Indenture.  The Remarketing Agent shall
announce  the  Daily Rate by telephone to the  Paying  Agent  not
later  than  9:00 A.M., Central time on the Effective  Date,  and
shall  promptly  confirm such notice in writing.  Any  Bondholder
may ascertain the Daily Rate at any time by contacting the Paying
Agent or the Remarketing Agent.

      Each  determination and redetermination of the  Daily  Rate
shall  be conclusive and binding on the Issuer, the Trustee,  the
Paying Agent, the Bank, the Company and the Bondholders.

      Interest shall be computed on this bond on the basis  of  a
365-  or  366-day year, as appropriate, and actual days  elapsed.
From  and  after  the date on which this bond  becomes  due,  any
unpaid principal will bear interest at the then Daily Rate  until
paid or duly provided for.

      The  principal  of this bond is payable when  due  by  wire
transfer  of  immediately available funds within the  continental
United  States or at the option of the REGISTERED OWNER by  check
to  the  REGISTERED OWNER hereof but only upon  presentation  and
surrender  of this bond at the office of First National  Bank  of
Commerce,  New  Orleans,  Louisiana, as Paying  Agent  (with  its
successors  in such capacity, the "Paying Agent").   Interest  on
this  bond  is  payable in immediately available  funds  by  wire
transfer  within  the continental United States from  the  Paying
Agent  or at the option of the REGISTERED OWNER by check  to  the
REGISTERED OWNER, determined as of the close of business  on  the
record  date on the registration books maintained by  the  Paying
Agent.   Payment  of  the Purchase Price (as defined  below)  and
accrued interest of this bond to such owner shall be made on  the
Delivery  Date, which shall be the Purchase Date, or the  day  on
which  this bond is presented and surrendered, if later than  the
Purchase Date, if presentation and surrender of this bond is made
prior to 12:00 noon, Central time, on the day of presentation and
surrender and is the next succeeding Business Day if this bond is
delivered to the Paying Agent after 12:00 noon, Central  time  on
such day.

      The record date for payment of interest on this bond is the
Business Day preceding the date on which interest is to be  paid.
With   respect  to  overdue  interest  or  interest  payable   on
redemption  of this bond other than an INTEREST PAYMENT  DATE  or
interest  on  any  overdue amount, the Trustee  may  establish  a
special  record date.  Overdue interest on this bond, or interest
on overdue principal is payable in immediately available funds by
wire  transfer  within  the continental United  States  from  the
Paying Agent or at the option of the REGISTERED OWNER by check to
the  REGISTERED OWNER, determined as of the close of business  on
the  applicable special record date as determined by the Trustee,
at  its address as shown on the registration books maintained  by
the  Paying Agent.  The special record date may be not more  than
thirty  (30)  days before the date set for payment.   The  Paying
Agent  will  mail  notice  of  a  special  record  date  to   the
Bondholders  at  least ten (10) days before  the  special  record
date.  The Paying Agent will promptly certify to the Issuer,  the
Trustee and the Remarketing Agent that it has mailed such  notice
to  all  Bondholders,  and such certificate  will  be  conclusive
evidence that notice was given in the manner required hereby.

      The  REGISTERED OWNER of this bond shall have the right  to
tender this bond for purchase in multiples of $100,000 at a price
(the  "Purchase  Price") equal to 100% of  the  principal  amount
thereof,  plus  accrued interest, if any, to the  Purchase  Date,
upon  compliance  with the conditions described  below,  provided
that  if  the Purchase Date is an INTEREST PAYMENT DATE,  accrued
interest  shall  be  paid separately, and  not  as  part  of  the
Purchase  Price on such date.  In order to exercise the right  to
tender,  the  REGISTERED OWNER must provide to the  Paying  Agent
written  or  telephonic  notice  (and  if  notice  is  given   by
telephone, it must be promptly confirmed in writing, including by
facsimile  transmission  delivered to the  Paying  Agent),  which
notice must include (i) the name of the series of which the  bond
was  issued,  (ii) the CUSIP number of the bond  being  tendered,
(iii)  the settlement date of the tender, (iv) if the bond  being
tendered   is  registered  in  street  name  with  a   securities
depository which requires book entry transfers of the  bond,  the
identity  of  the depository participant through which  the  bond
will  be delivered to the Paying Agent and (v) the amount of  the
bond being tendered.  This bond will be purchased on the Business
Day  specified in such Bondholder's Election Notice, provided the
Paying  Agent  receives such notice prior to 9:30  A.M.,  Central
time, on such Business Day.  If the REGISTERED OWNER of this bond
has elected to require purchase as provided above, the REGISTERED
OWNER   shall  be  deemed,  by  such  election,  to  have  agreed
irrevocably  to  sell  this bond to any purchaser  determined  in
accordance with the provisions of the Indenture on the date fixed
for purchase at the Purchase Price.

     Tender of this bond will not be effective and this bond will
not   be  purchased  if  at  the  time  fixed  for  purchase   an
acceleration of the maturity of the Bonds shall have occurred and
not  have been annulled in accordance with the Indenture.  Notice
of  tender of this bond is irrevocable.  All notices of tender of
Bonds  shall  be made to the Paying Agent at 210 Barrone  Street-
Basement  Level,  New Orleans, Louisiana 70112, telephone:  (800)
472-3512, fax: (504) 623-1095, or such other address specified in
writing  by  the Paying Agent to the Bondholders.  All deliveries
of  tendered  Bonds,  including deliveries of  Bonds  subject  to
mandatory  tender,  shall  be made to the  Paying  Agent  at  210
Barrone  Street-Basement Level, New Orleans, Louisiana 70112,  or
such  other address specified in writing by the Paying  Agent  to
the Bondholders.

     This bond is subject to mandatory tender for purchase at the
Purchase  Price (i) on the date of conversion from  one  Mode  to
another  Mode, except upon a conversion from a Daily  Mode  to  a
Weekly  Mode or from a Weekly Mode to a Daily Mode, (ii)  on  the
second  Business Day preceding the Expiration Date  of  the  then
current  Credit Facility unless at least 25 days  prior  to  such
Business  Day,  the Paying Agent has received  notice  that  such
Credit  Facility  has  been extended and (iii)  on  the  date  of
substitution or replacement of the then current Credit  Facility.
Notice  of mandatory tender shall be given or caused to be  given
by  the Paying Agent in writing to the REGISTERED OWNER at  least
fifteen  (15)  days  prior to the mandatory Purchase  Date.   THE
OWNER  OF  THIS BOND, BY ACCEPTANCE HEREOF, AGREES  TO  SELL  AND
SURRENDER THIS BOND AT SUCH PRICE TO ANY PURCHASER DETERMINED  IN
ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE IN THE  EVENT  OF
SUCH  MANDATORY TENDER AND, ON SUCH PURCHASE DATE,  TO  SURRENDER
THIS  BOND TO THE PAYING AGENT FOR PAYMENT OF THE PURCHASE PRICE.
From  and  after the Purchase Date, no further interest  on  this
bond  shall  be  payable to the REGISTERED OWNER,  provided  that
there are sufficient funds available on the Purchase Date to  pay
the Purchase Price.

      This bond is subject to optional redemption in whole or  in
part  at  the direction of the Company on any Business Day  at  a
redemption price of par plus accrued interest.

      Any notice required by this bond to be given to Bondholders
shall  be effective when mailed, notwithstanding when or  if  any
such notice is received by any Bondholder.

      This  bond  is  subject to mandatory redemption,  in  whole
(except as provided below), within 180 days after a Determination
of  Taxability,  as  hereinafter defined, at a  redemption  price
equal  to  the principal amount thereof plus accrued interest  to
the  redemption  date,  but  without premium.  "Determination  of
Taxability" means a final determination by any court of competent
jurisdiction  in  the  United States, or a final  action  of  the
Internal Revenue Service, in either case in a proceeding of which
the  Company has received timely notice and in which the  Company
has  had  sufficient opportunity to participate,  to  the  effect
that,  as  a  result of the failure of the Company to observe  or
perform  any covenant, agreement, representation, or warranty  in
the Facilities Agreement, the interest on the Bonds is includable
in  the  gross  income (for federal income tax purposes)  of  the
holder thereof (except for any holder who is a "substantial user"
of  the Facilities or a "related person" as those terms are  used
and defined in the Code).

      Upon the occurrence of a Determination of Taxability,  this
bond shall be redeemed in whole as provided above, unless, in the
opinion of a nationally recognized bond counsel ("Bond Counsel"),
redemption of a portion of the Bonds outstanding would  have  the
result  that  interest payable on the remaining Bonds outstanding
after  the redemption would not be includable in the gross income
(for federal income tax purposes) of holders thereof (except  for
any  holder  who is a "substantial user" of the Facilities  or  a
"related  person"  as those terms are used  and  defined  in  the
Code), in which event only such portion shall be required  to  be
redeemed.  Any such partial redemption shall be made  within  180
days  following the Determination of Taxability, at a  redemption
price equal to the principal amount thereof plus accrued interest
to  the  redemption date, but without premium, at least  in  such
aggregate amount as is deemed necessary by Bond Counsel to  cause
the  interest  on  the  remaining outstanding  Bonds  not  to  be
includable in gross income, as described above.

      If  this  bond is redeemed as provided above in  accordance
with  the terms of the Indenture, then the failure by the Company
to  observe or perform a covenant, agreement, representation,  or
warranty  in  the  Facilities  Agreement  which  results   in   a
Determination  of  Taxability shall not constitute  an  Event  of
Default  under  the  Indenture or the Facilities  Agreement,  and
payment  of the redemption price specified above shall constitute
full  and complete payment and satisfaction to the holder of this
bond  for any claims, damages, costs, or expenses arising out  of
or based upon such failure by the Company.

      If  this bond is of a denomination in excess of one hundred
thousand dollars ($100,000), portions of the principal amount  in
the  amount of $100,000 or any integral multiple thereof  may  be
redeemed.   If  less than all of this bond is to  be  called  for
redemption, the portion thereof to be redeemed shall be  selected
as  provided in the Indenture with Bonds being redeemed in  units
of  $100,000.  If less than all of the principal amount  of  this
bond is to be redeemed, upon surrender of this Bond to the Paying
Agent,  there  will  be issued to the REGISTERED  OWNER,  without
charge,  a  new  bond or, at the option of the REGISTERED  OWNER,
bonds for the unredeemed principal amount.

      At  least  30  days  prior to the  date  selected  for  the
redemption of any of the Bonds prior to their scheduled maturity,
the  Paying Agent shall cause a written notice of such redemption
to  be mailed by the Paying Agent, postage prepaid, not less than
30  days  prior  to  the date selected for  redemption,  to  each
REGISTERED OWNER of the Bonds to be redeemed, addressed  to  such
REGISTERED  OWNER  at its address appearing on  the  registration
books  maintained  by  the Paying Agent and to  major  securities
depositories, national bond rating agencies and bond  information
services as at the time customarily receive such notices; but the
failure  of  the REGISTERED OWNER to receive any such notice,  or
any  defect  therein or in the mailing thereof, shall not  affect
the  redemption  of such Bonds.  Such notice of redemption  shall
identify  the  Bonds to be redeemed, the date selected  for  such
redemption, the places of payment of the redemption price of  the
Bonds  which  are to be so redeemed and the redemption  price  at
which the Bonds will be redeemed.

      Notice of redemption having been duly mailed, this bond, or
the portion called for redemption, will become due and payable on
the  redemption date at the applicable redemption price  and,  if
moneys  for the redemption have been deposited with the  Trustee,
then,  from and after the date fixed for redemption, no  interest
on  this  bond  (or such portion) will accrue.  The Paying  Agent
will not be required to make an exchange or transfer of this bond
(i)  if  this bond (or any portion hereof) has been selected  for
redemption or (ii) within forty-five (45) days prior to the  date
fixed  for  redemption if this bond (or any  portion  hereof)  is
eligible to be selected for redemption.

      With  respect to any optional redemption of the  Bonds,  as
described  above, unless certain prerequisites to such redemption
required by the Indenture have been met and moneys sufficient  to
pay  the  principal of and premium, if any, and interest  on  the
Bonds  to  be  redeemed shall have been received by  the  Trustee
prior  to  the giving of such notice of redemption,  such  notice
shall  state that said redemption shall be conditional  upon  the
satisfaction of such prerequisites and receipt of such moneys  by
the  Trustee  on or prior to the date fixed for such  redemption.
If  such  prerequisites to such redemption and sufficient  moneys
are  not  received, such notice shall be of no force and  effect,
the Issuer shall not redeem such bonds and the Paying Agent shall
give notice, in the manner in which the notice of redemption  was
given, to the effect that the Bonds have not been redeemed.

      IN  CERTAIN  CIRCUMSTANCES SET OUT  HEREIN,  THIS  BOND  IS
SUBJECT TO PURCHASE.  IN EACH SUCH EVENT AND UPON DEPOSIT OF  THE
PURCHASE  PRICE WITH THE PAYING AGENT ON THE PURCHASE DATE,  THIS
BOND SHALL BE DEEMED TENDERED FOR PURCHASE AND SHALL CEASE TO  BE
DEEMED  TO  BE  OUTSTANDING UNDER THE INDENTURE, INTEREST  HEREON
SHALL CEASE TO ACCRUE AS OF THE PURCHASE DATE, AND THE REGISTERED
OWNER  HEREOF SHALL BE ENTITLED TO RECEIVE THE PURCHASE PRICE  SO
DEPOSITED WITH THE PAYING AGENT ONLY UPON SURRENDER OF THIS  BOND
TO THE PAYING AGENT.

     This bond is transferable by the REGISTERED OWNER, in person
or  by its attorney duly authorized in writing, at the office  of
the Paying Agent, upon surrender of this bond to the Paying Agent
for  cancellation.  Upon the transfer, a new  Bond  or  Bonds  in
Authorized  Denominations of the same aggregate principal  amount
will be issued to the transferee at the same office.  No transfer
will  be effective unless effected by such surrender and reissue.
This bond may also be exchanged at the office of the Paying Agent
for  a new Bond or Bonds in Authorized Denominations of the  same
aggregate  principal amount without transfer to a new  registered
owner.   Exchanges and transfers will be without expense  to  the
owner  except for applicable taxes or other governmental charges,
if any.

     Except as provided in the Indenture, Bonds in the Daily Mode
are  issuable  only  in fully registered form  and  shall  be  in
Authorized  Denominations of $100,000 or  any  integral  multiple
thereof.

      The  Issuer, the Trustee, the Paying Agent and the  Company
may treat the REGISTERED OWNER as the absolute owner of this bond
for all purposes, notwithstanding any notice to the contrary.

      This  bond  will  not  be valid until  the  Certificate  of
Authentication  has  been  signed by  the  Trustee  or  its  duly
appointed agent for such purpose.

      IN  WITNESS  WHEREOF, this bond has been  signed  with  the
manual or facsimile signature of the President of the Issuer, and
countersigned  with  the  manual or facsimile  signature  of  the
Secretary of the Issuer, and the official seal of the Issuer  has
been duly impressed, or placed in facsimile, on this bond, all as
of the first day of November, 1997.

                         LAKE   CHARLES   HARBOR   AND   TERMINAL
                         DISTRICT


(Seal)
                         By:_________________________________
                              President, Board of Commissioners


                         By:__________________________________
                              Secretary, Board of Commissioners


                  Certificate of Authentication


     This bond is one of the Bonds described in the  Indenture.

                         FIRST NATIONAL BANK OF COMMERCE,
                         New Orleans, Louisiana,
                         as Trustee
Date of Authentication:

                         By:__________________________________
                              Authorized Signatory

                         or

                         By:  ________________________,
                              as agent of the Trustee


                         By:_________________________________
                               Authorized        Signatory




                           Assignment


      For  value  received  the undersigned  sells,  assigns  and
transfers this bond to



_________________________________________________________
                 (Name and Address of Assignee)


_________________________________________________________



_________________________________________________________
 Social Security or Other Identifying Number of Assignee

 and irrevocably appoints ________________________________,
 attorney-in-fact, to transfer it on the books kept for
 registration  of  the  bond,  with  full   power   of
 substitution.



Dated:

Signature Guaranteed:

_____________________________________________
Bank, Trust Company or Brokerage Firm


By:  _____________________________________
     Authorized Signatory


     NOTICE:   Signatures must be guaranteed by an "eligible
     guarantor institution" meeting the requirements of  the
     Trustee   and  the  Paying  Agent,  which  requirements
     include  membership or participation in STAMP  or  such
     other   "signature  guarantee  program"   as   may   be
     determined  by  the  Trustee or  the  Paying  Agent  in
     addition  to,  or in substitution for,  STAMP,  all  in
     accordance  with  the Securities and  Exchange  Act  of
     1934,                    as                    amended.

     The following abbreviations, when used in the inscription on
the  face  of this bond, shall be construed as though  they  were
written out in full according to applicable law.

TEN COM - as tenants in common               UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entirety    _______ Custodian_______
JT TEN  - as joint tenants with rights   (Cust)          (Minor)
          of survivorship and not as
          tenants in common
                                     Act_____________________
                                              (State)

Additional abbreviations may also be used though not set forth in
the list above.

           (iv) Form of Weekly Bond.  The Bonds may be issued  in
     the  Weekly Mode in substantially the form prescribed below.

$__________    No. W-

ANY HOLDER HEREOF WHO FAILS TO DELIVER THIS BOND FOR PURCHASE  AT
THE  TIMES AND AT THE PLACE REQUIRED HEREIN SHALL HAVE NO FURTHER
RIGHTS  HEREUNDER EXCEPT THE RIGHT TO RECEIVE THE PURCHASE  PRICE
HEREOF  AND  ACCRUED INTEREST UPON PRESENTATION AND SURRENDER  OF
THIS BOND TO THE PAYING AGENT AS DESCRIBED HEREIN, AND SHALL HOLD
THIS BOND AS AGENT FOR THE PAYING AGENT.

                    UNITED STATES OF AMERICA

                       STATE OF LOUISIANA

            LAKE CHARLES HARBOR AND TERMINAL DISTRICT

                  Port Improvement Revenue Bond
                (Global Industries, Ltd. Project)
                           Series 1997


REGISTERED OWNER:

PRINCIPAL AMOUNT:                                       DOLLARS

INTEREST PAYMENT DATES:

     (i)  the first Business Day of each calendar month, and
     (ii) the Maturity Date

MATURITY DATE:  ____________

DATE OF THIS BOND:
      (Date  as  of  which  Bonds of this series  were  initially
issued)

MODE: Weekly

CUSIP:

     THE OBLIGATION TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND
INTEREST ON THIS BOND FROM THE SOURCES DESCRIBED BELOW IS  SOLELY
AND  EXCLUSIVELY A SPECIAL OBLIGATION OF THE LAKE CHARLES  HARBOR
AND  TERMINAL DISTRICT (THE "ISSUER").  THE BONDS DO NOT NOW  AND
SHALL NEVER CONSTITUTE AN INDEBTEDNESS OR A PLEDGE OF THE GENERAL
CREDIT  OF  THE ISSUER, THE STATE OF LOUISIANA, OR ANY  POLITICAL
SUBDIVISION OF THE STATE OF LOUISIANA, WITHIN THE MEANING OF  ANY
CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION OF INDEBTEDNESS.
NO  OTHER  PUBLIC ENTITY, INCLUDING THE STATE OF  LOUISIANA,  ANY
POLITICAL SUBDIVISION THEREOF OTHER THAN THE ISSUER, OR ANY OTHER
PUBLIC BODY, IS OBLIGATED, DIRECTLY, INDIRECTLY, CONTINGENTLY, OR
IN  ANY OTHER MANNER, TO PAY SUCH PRINCIPAL, PREMIUM, OR INTEREST
FROM ANY SOURCE WHATSOEVER.  THIS BOND SHALL NOT BE CONSIDERED  A
GENERAL  OBLIGATION OF THE BOARD OF COMMISSIONERS OF THE  ISSUER,
THE  ISSUER,  OR  THE STATE OF LOUISIANA.  THE  REGISTERED  OWNER
HEREOF SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT OF THIS  BOND
OR THE INTEREST HEREON OUT OF ANY FUNDS RAISED OR TO BE RAISED BY
TAXATION  OR  FROM  ANY OTHER FUNDS EXCEPT THE SOURCES  DESCRIBED
BELOW,  AND NO REPRESENTATION IS MADE HEREIN WITH RESPECT TO  THE
ANTICIPATED SUFFICIENCY OF SUCH SOURCES.  NO PHYSICAL PROPERTY IS
ENCUMBERED  BY ANY LIEN OR SECURITY INTEREST FOR THE  BENEFIT  OF
THE REGISTERED OWNER OF THIS BOND.

      The  Issuer,  for value received, promises to  pay  to  the
REGISTERED  OWNER,  or registered assigns, but  solely  from  the
moneys  to be provided under the Indenture mentioned below,  upon
presentation and surrender hereof, in lawful money of the  United
States  of  America, the PRINCIPAL AMOUNT on the  MATURITY  DATE,
unless  paid  earlier as provided below, with interest  from  the
most recent INTEREST PAYMENT DATE to which interest has been paid
or  duly provided for or, if no interest has been paid, from  the
DATE  OF  THIS BOND set forth above, until paid in full,  at  the
rates per annum described below, payable on each INTEREST PAYMENT
DATE.   The  Weekly  Rate for this bond  shall  be  the  rate  of
interest  determined  by  the  Remarketing  Agent  designated  as
provided  in  the  Indenture (herein, with  its  successors,  the
"Remarketing Agent"), for each Rate Period (as defined below)  to
be  the  lowest  rate  which in its judgment,  on  the  basis  of
prevailing financial market conditions, would permit the sale  of
the  Bonds  (as  defined below) in the Weekly Mode  at  par  plus
accrued  interest  on and as of the Effective  Date,  as  defined
below,  but  not  in  excess of the Maximum Interest  Rate.   The
Remarketing Agent shall determine the initial Weekly Rate  on  or
before the date of issue in or of conversion to the Weekly  Mode,
which  rate  shall remain in effect as provided in the Indenture.
Thereafter,  the Remarketing Agent shall redetermine  the  Weekly
Rate  for  each  Rate Period as provided below.   The  amount  of
interest due on any INTEREST PAYMENT DATE shall be the amount  of
unpaid  interest accrued on this bond through the  day  preceding
such INTEREST PAYMENT DATE.

      It  is  hereby certified, recited, declared and  covenanted
that  this bond has been duly and validly authorized, issued  and
delivered;  that  all  acts, conditions and  things  required  or
proper to be performed, exist and be done precedent to and in the
execution and delivery of the Indenture and in the authorization,
issuance  and  delivery of this bond do exist, have happened  and
have  been performed in due time, form and manner as required  by
law;  that the issuance of this bond and the series of  which  it
forms  a  part  does not exceed or violate any constitutional  or
statutory  authority;  that  this  bond  is  a  special   revenue
obligation  of the Issuer, with the principal of and interest  on
this bond being payable solely from (except to the extent payable
from  amounts attributable to proceeds of the Bonds), and secured
solely  by  a  lien  on and pledge of, the revenues  or  payments
hereinafter described; and that this bond is one of a  series  of
Port  Improvement Revenue Bonds (Global Industries, Ltd. Project)
Series  1997  (the  "Bonds") issued in  the  aggregate  principal
amount  of $25,000,000 FOR THE PURPOSE OF PROVIDING A PORTION  OF
THE  COST  OF  THE ACQUISITION, CONSTRUCTION AND  IMPROVEMENT  OF
CERTAIN DOCK AND WHARF FACILITIES (THE "FACILITIES") TO BE LEASED
BY  THE  ISSUER TO GLOBAL INDUSTRIES, LTD. (THE "COMPANY") WITHIN
THE  BOUNDARIES OF THE ISSUER, pursuant to and secured by a Trust
Indenture (the "Indenture") dated as of  November 1, 1997 between
the  Issuer and First National Bank of Commerce, as Trustee  (the
"Trustee").   Pursuant to a Facilities Agreement (the "Facilities
Agreement") dated as of November 1, 1997 between the Company  and
the  Issuer,  the  Company  has unconditionally  agreed  to  make
Facilities Payments in the amounts necessary to pay the principal
of,  premium,  if  any,  and interest  on  the  Bonds  when  due.
Reference  is  hereby made to the Facilities  Agreement  and  the
Indenture for the provisions thereof with respect to the  rights,
limitations of rights, duties, obligations and immunities of  the
Company,  the  Issuer,  the Trustee, the Paying  Agent,  and  the
Bondholders,  including the order of payments  in  the  event  of
insufficient funds, the disposition of unclaimed moneys  held  by
the Trustee and restrictions on the rights of owners of the Bonds
to bring suit.  The Facilities Agreement and the Indenture may be
amended to the extent and in the manner provided therein.  Copies
of  the Facilities Agreement and the Indenture are available  for
inspection at the corporate trust office of the Trustee.

     [The following paragraph, completed or altered as necessary,
is  to  be  inserted  in Bonds which are supported  by  a  Credit
Facility.]

      The  Purchase Price and principal of and interest  on  this
bond  are  also payable from moneys drawn by the Paying Agent  on
an  irrevocable letter of credit for the Bonds (together with any
extensions  and renewals thereof, the "Letter of Credit")  issued
by  the  Bank  (as  defined  in the  Indenture)  in  the  initial
aggregate stated amount of $_______________ pursuant to the terms
of  a  Reimbursement  Agreement dated as of  ______________  (the
"Reimbursement  Agreement") by and between the  Company  and  the
Bank.    The    Letter   of   Credit   initially    expires    on
______________________  but may be terminated  earlier  upon  the
occurrence of certain events set forth in the Indenture  and  the
Reimbursement   Agreement  or  extended  as   provided   in   the
Reimbursement  Agreement.  The Company  may  substitute  for  the
Letter  of Credit in whole or in part, a new letter of credit  or
other  credit enhancement facility (together with the  Letter  of
Credit, a "Credit Facility") as provided in the Indenture and the
Reimbursement Agreement.

      The  principal  amount of this bond together  with  accrued
interest may become or be declared immediately due and payable in
the manner and with the effect provided in the Indenture.

      Unless otherwise defined herein, capitalized terms used  in
this  bond  shall have the meaning given them in the   Indenture.
The following terms are defined as follows:

     "Business Day" means a day (i) on which banking institutions
[in  any  city  in  which an office of the  Bank  is  located  if
drawings under a Credit Facility may be required to be made  from
such  office,]* in New Orleans, Louisiana or in any of the cities
in  which  the principal corporate trust offices of  the  Trustee
and  the  Paying Agent are located are not required or authorized
to remain closed and (ii) on which the New York Stock Exchange is
not closed.

      *Bracketed language to be added to Bonds supported by a 
Credit Facility.

      "Effective Date" means the date on which a new Rate  Period
for a Bond takes effect.

      "Mode" means the manner in which the interest rates on  the
Bonds are set and includes the Flexible Mode, the Daily Mode, the
Weekly Mode and the Multiannual Mode.

      "Purchase Date" means the date on which this bond shall  be
required  to  be  purchased pursuant to a mandatory  or  optional
tender in accordance with the provisions hereof.

      "Rate Period" or "Period" means, when used with respect  to
any  particular  rate of interest for a Bond, the  period  during
which  such rate of interest determined for such Bond will remain
in  effect  as described herein.  A new interest rate shall  take
effect on the date the Weekly Mode takes effect and thereafter on
each Wednesday.

      At  the  option of the Company and upon certain  conditions
provided  for in the Indenture described below, all or a  portion
of  the  Bonds (a) may be converted or reconverted from  time  to
time  to  or  from  the  Flexible Mode, the  Daily  Mode  or  the
Multiannual   Mode,  which  means  that  the  Rate   Period   is,
respectively, from 1 up to and including 270 days, one day or not
less  than 365 days and (b) may be converted or reconverted  from
time to time to or from the Weekly Mode.

      Conversions of this bond to any other Mode may  take  place
only  on  a  Business Day upon fifteen (15) days'  prior  written
notice  from  the Paying Agent to the REGISTERED  OWNER  of  this
bond.  Conversion of this bond to any other Mode shall be subject
to  certain conditions set forth in the Indenture.  In the  event
that  the conditions for a proposed conversion to a new Mode  are
not  met  (i) such new Mode shall not take effect on the proposed
conversion  date,  notwithstanding  any  prior  notice   to   the
Bondholders  of  such  conversion,  and  (ii)  this  bond   shall
automatically  convert to the Daily Mode  until  a  new  Mode  is
determined in accordance with the  Indenture.  In no event  shall
the  failure of this bond to be converted to a new Mode be deemed
to  be  a  Default or an Event of Default under the Indenture  as
long  as  the  Purchase  Price is made available  on  the  failed
conversion  date to holders of all Bonds that were to  have  been
converted.

      The interest rate for this Bond in the Weekly Mode will  be
determined  by the Remarketing Agent not later than the  Business
Day  next  preceding  the Effective Date and shall  be  effective
through the following Tuesday.  If the Remarketing Agent fails to
make such determination or fails to announce the Weekly Rate,  or
in  the event that the Remarketing Agent no longer determines, or
fails  to determine when required, any Rate Period or any  Weekly
Rate  for  any  Bonds,  or,  if for any  reason  such  manner  of
determination shall be determined to be invalid or unenforceable,
the Rate Period for any such Bond shall be deemed to be the Daily
Rate Period until a new Mode is determined in accordance with the
Indenture, and the Daily Rate shall be determined by reference to
a  published index as provided in the Indenture.  The Remarketing
Agent  shall announce the Weekly Rate by telephone to the  Paying
Agent  on  the date of determination thereof, and shall  promptly
confirm such notice in writing.  Any Bondholder may ascertain the
Weekly  Rate  at any time by contacting the Paying Agent  or  the
Remarketing Agent.

      Each  determination and redetermination of the Weekly  Rate
shall  be conclusive and binding on the Issuer, the Trustee,  the
Paying Agent, the Bank, the Company and the Bondholders.

      Interest shall be computed on this bond on the basis  of  a
365-  or  366-day year, as appropriate, and actual days  elapsed.
From  and  after  the date on which this bond  becomes  due,  any
unpaid principal will bear interest at the then Weekly Rate until
paid or duly provided for.

      The  principal  of this bond is payable when  due  by  wire
transfer  of  immediately available funds within the  continental
United  States or at the option of the REGISTERED OWNER by  check
to  the  REGISTERED OWNER hereof but only upon  presentation  and
surrender  of this bond at the office of First National  Bank  of
Commerce,  New  Orleans,  Louisiana, as Paying  Agent  (with  its
successors  in such capacity, the "Paying Agent").   Interest  on
this  bond  is  payable in immediately available  funds  by  wire
transfer  within  the continental United States from  the  Paying
Agent  or at the option of the REGISTERED OWNER by check  to  the
REGISTERED OWNER, determined as of the close of business  on  the
record  date on the registration books maintained by  the  Paying
Agent.   Payment  of  the Purchase Price (as defined  below)  and
accrued interest of this bond to such owner shall be made on  the
Delivery  Date, which shall be the Purchase Date, or the  day  on
which  this bond is presented and surrendered, if later than  the
Purchase Date, if presentation and surrender of this bond is made
prior to 12:00 noon, Central time, on the day of presentation and
surrender and is the next succeeding Business Day if this bond is
delivered to the Paying Agent after 12:00 noon, Central  time  on
such day.

      The record date for payment of interest on this bond is the
Business Day preceding the date on which interest is to be  paid.
With   respect  to  overdue  interest  or  interest  payable   on
redemption  of this bond other than an INTEREST PAYMENT  DATE  or
interest  on  any  overdue amount, the Trustee  may  establish  a
special  record date.  Overdue interest on this bond, or interest
on overdue principal is payable in immediately available funds by
wire  transfer  within  the continental United  States  from  the
Paying Agent or at the option of the REGISTERED OWNER by check to
the  REGISTERED OWNER, determined as of the close of business  on
the  applicable special record date as determined by the Trustee,
at  its address as shown on the registration books maintained  by
the  Paying Agent.  The special record date may be not more  than
thirty  (30)  days before the date set for payment.   The  Paying
Agent  will  mail  notice  of  a  special  record  date  to   the
Bondholders  at  least ten (10) days before  the  special  record
date.  The Paying Agent will promptly certify to the Issuer,  the
Trustee and the Remarketing Agent that it has mailed such  notice
to  all  Bondholders,  and such certificate  will  be  conclusive
evidence that notice was given in the manner required hereby.

      The  REGISTERED OWNER of this bond shall have the right  to
tender this bond for purchase in multiples of $100,000 at a price
(the  "Purchase  Price") equal to 100% of  the  principal  amount
thereof,  plus  accrued interest, if any, to the  Purchase  Date,
upon  compliance  with the conditions described  below,  provided
that  if  the Purchase Date is an INTEREST PAYMENT DATE,  accrued
interest  shall  be  paid separately, and  not  as  part  of  the
Purchase  Price on such date.  In order to exercise the right  to
tender,  the  REGISTERED OWNER must provide to the  Paying  Agent
written  or  telephonic  notice   (and  if  notice  is  given  by
telephone, it must be promptly confirmed in writing, including by
facsimile  transmission  delivered to the  Paying  Agent),  which
notice must include (i) the name of the series of which the  bond
was  issued,  (ii) the CUSIP number of the bond  being  tendered,
(iii)  the settlement date of the tender, (iv) if the bond  being
tendered   is  registered  in  street  name  with  a   securities
depository which requires book entry transfers of the  bond,  the
identity  of  the depository participant through which  the  bond
will  be delivered to the Paying Agent and (v) the amount of  the
bond being tendered.  This bond will be purchased on the Business
Day specified in such Bondholder's Election Notice, provided such
date  is at least seven calendar days after receipt by the Paying
Agent  of such notice.  If the REGISTERED OWNER of this bond  has
elected  to  require purchase as provided above,  the  REGISTERED
OWNER   shall  be  deemed,  by  such  election,  to  have  agreed
irrevocably  to  sell  this bond to any purchaser  determined  in
accordance with the provisions of the Indenture on the date fixed
for purchase at the Purchase Price.

     Tender of this bond will not be effective and this bond will
not   be  purchased  if  at  the  time  fixed  for  purchase   an
acceleration of the maturity of the Bonds shall have occurred and
not  have been annulled in accordance with the Indenture.  Notice
of  tender of this bond is irrevocable.  All notices of tender of
Bonds  shall  be made to the Paying Agent at 210 Barrone  Street-
Basement  Level,  New Orleans, Louisiana 70112, telephone:  (800)
472-3512, fax: (504) 623-1095, or such other address specified in
writing  by  the Paying Agent to the Bondholders.  All deliveries
of  tendered  Bonds,  including deliveries of  Bonds  subject  to
mandatory  tender,  shall  be made to the  Paying  Agent  at  210
Barrone  Street-Basement Level, New Orleans, Louisiana 70112,  or
such  other address specified in writing by the Paying  Agent  to
the Bondholders.

     This bond is subject to mandatory tender for purchase at the
Purchase  Price (i) on the date of conversion from  one  Mode  to
another  Mode, except upon a conversion from a Daily  Mode  to  a
Weekly  Mode or from a Weekly Mode to a Daily Mode, (ii)  on  the
second  Business Day preceding the Expiration Date  of  the  then
current  Credit Facility unless at least 25 days  prior  to  such
Business  Day,  the Paying Agent has received  notice  that  such
Credit  Facility  has  been extended and (iii)  on  the  date  of
substitution or replacement of the then current Credit  Facility.
Notice  of mandatory tender shall be given or caused to be  given
by  the Paying Agent in writing to the REGISTERED OWNER at  least
fifteen  (15)  days  prior to the mandatory Purchase  Date.   THE
OWNER  OF  THIS BOND, BY ACCEPTANCE HEREOF, AGREES  TO  SELL  AND
SURRENDER THIS BOND AT SUCH PRICE TO ANY PURCHASER DETERMINED  IN
ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE IN THE  EVENT  OF
SUCH  MANDATORY TENDER AND, ON SUCH PURCHASE DATE,  TO  SURRENDER
THIS  BOND TO THE PAYING AGENT FOR PAYMENT OF THE PURCHASE PRICE.
From  and  after the Purchase Date, no further interest  on  this
bond  shall  be  payable to the REGISTERED OWNER,  provided  that
there are sufficient funds available on the Purchase Date to  pay
the Purchase Price.

      This bond is subject to optional redemption in whole or  in
part  at  the direction of the Company on any Business Day  at  a
redemption price of par plus accrued interest.

      Any notice required by this Bond to be given to Bondholders
shall  be effective when mailed, notwithstanding when or  if  any
such notice is received by any Bondholder.

      This  bond  is  subject to mandatory redemption,  in  whole
(except as provided below), within 180 days after a Determination
of  Taxability,  as  hereinafter defined, at a  redemption  price
equal  to  the principal amount thereof plus accrued interest  to
the  redemption  date,  but  without premium.  "Determination  of
Taxability" means a final determination by any court of competent
jurisdiction  in  the  United States, or a final  action  of  the
Internal Revenue Service, in either case in a proceeding of which
the  Company has received timely notice and in which the  Company
has  had  sufficient opportunity to participate,  to  the  effect
that,  as  a  result of the failure of the Company to observe  or
perform  any covenant, agreement, representation, or warranty  in
the Facilities Agreement, the interest on the Bonds is includable
in  the  gross  income (for federal income tax purposes)  of  the
holder thereof (except for any holder who is a "substantial user"
of  the Facilities or a "related person" as those terms are  used
and defined in the Code).

      Upon the occurrence of a Determination of Taxability,  this
bond shall be redeemed in whole as provided above, unless, in the
opinion of a nationally recognized bond counsel ("Bond Counsel"),
redemption of a portion of the Bonds outstanding would  have  the
result  that  interest payable on the remaining Bonds outstanding
after  the redemption would not be includable in the gross income
(for federal income tax purposes) of holders thereof (except  for
any  holder  who is a "substantial user" of the Facilities  or  a
"related  person"  as those terms are used  and  defined  in  the
Code), in which event only such portion shall be required  to  be
redeemed.  Any such partial redemption shall be made  within  180
days  following the Determination of Taxability, at a  redemption
price equal to the principal amount thereof plus accrued interest
to  the  redemption date, but without premium, at least  in  such
aggregate amount as is deemed necessary by Bond Counsel to  cause
the  interest  on  the  remaining outstanding  Bonds  not  to  be
includable in gross income, as described above.

      If  this  bond is redeemed as provided above in  accordance
with  the terms of the Indenture, then the failure by the Company
to  observe or perform a covenant, agreement, representation,  or
warranty  in  the  Facilities  Agreement  which  results   in   a
Determination  of  Taxability shall not constitute  an  Event  of
Default  under  the  Indenture or the Facilities  Agreement,  and
payment  of the redemption price specified above shall constitute
full  and complete payment and satisfaction to the holder of this
bond  for any claims, damages, costs, or expenses arising out  of
or based upon such failure by the Company.

      If  this bond is of a denomination in excess of one hundred
thousand dollars ($100,000), portions of the principal amount  in
the  amount of $100,000 or any integral multiple thereof  may  be
redeemed.   If  less than all of this bond is to  be  called  for
redemption, the portion thereof to be redeemed shall be  selected
as  provided in the Indenture with Bonds being redeemed in  units
of  $100,000.  If less than all of the principal amount  of  this
bond is to be redeemed, upon surrender of this Bond to the Paying
Agent,  there  will  be issued to the REGISTERED  OWNER,  without
charge,  a  new  bond or, at the option of the REGISTERED  OWNER,
bonds for the unredeemed principal amount.

      At  least  30  days  prior to the  date  selected  for  the
redemption of any of the Bonds prior to their scheduled maturity,
the  Paying Agent shall cause a written notice of such redemption
to  be mailed by the Paying Agent, postage prepaid, not less than
30  days  prior  to  the date selected for  redemption,  to  each
REGISTERED OWNER of the Bonds to be redeemed, addressed  to  such
REGISTERED  OWNER  at its address appearing on  the  registration
books  maintained  by  the Paying Agent and to  major  securities
depositories, national bond rating agencies and bond  information
services as at the time customarily receive such notices; but the
failure  of  the REGISTERED OWNER to receive any such notice,  or
any  defect  therein or in the mailing thereof, shall not  affect
the  redemption  of such Bonds.  Such notice of redemption  shall
identify  the  Bonds to be redeemed, the date selected  for  such
redemption, the places of payment of the redemption price of  the
Bonds  which  are to be so redeemed and the redemption  price  at
which the Bonds will be redeemed.

      Notice of redemption having been duly mailed, this bond, or
the portion called for redemption, will become due and payable on
the  redemption date at the applicable redemption price  and,  if
moneys  for the redemption have been deposited with the  Trustee,
then,  from and after the date fixed for redemption, no  interest
on  this  bond  (or such portion) will accrue.  The Paying  Agent
will not be required to make an exchange or transfer of this bond
(i)  if  this bond (or any portion hereof) has been selected  for
redemption or (ii) within forty-five (45) days prior to the  date
fixed  for  redemption if this bond (or any  portion  hereof)  is
eligible to be selected for redemption.

      With  respect to any optional redemption of the  Bonds,  as
described  above, unless certain prerequisites to such redemption
required by the Indenture have been met and moneys sufficient  to
pay  the  principal of and premium, if any, and interest  on  the
Bonds  to  be  redeemed shall have been received by  the  Trustee
prior  to  the giving of such notice of redemption,  such  notice
shall  state that said redemption shall be conditional  upon  the
satisfaction of such prerequisites and receipt of such moneys  by
the  Trustee  on or prior to the date fixed for such  redemption.
If  such  prerequisites to such redemption and sufficient  moneys
are  not  received, such notice shall be of no force and  effect,
the Issuer shall not redeem such bonds and the Paying Agent shall
give notice, in the manner in which the notice of redemption  was
given, to the effect that the Bonds have not been redeemed.

      IN  CERTAIN  CIRCUMSTANCES SET OUT  HEREIN,  THIS  BOND  IS
SUBJECT TO PURCHASE.  IN EACH SUCH EVENT AND UPON DEPOSIT OF  THE
PURCHASE  PRICE WITH THE PAYING AGENT ON THE PURCHASE DATE,  THIS
BOND SHALL BE DEEMED TENDERED FOR PURCHASE AND SHALL CEASE TO  BE
DEEMED  TO  BE  OUTSTANDING UNDER THE INDENTURE, INTEREST  HEREON
SHALL CEASE TO ACCRUE AS OF THE PURCHASE DATE, AND THE REGISTERED
OWNER  HEREOF SHALL BE ENTITLED TO RECEIVE THE PURCHASE PRICE  SO
DEPOSITED WITH THE PAYING AGENT ONLY UPON SURRENDER OF THIS  BOND
TO THE PAYING AGENT.

     This bond is transferable by the REGISTERED OWNER, in person
or  by its attorney duly authorized in writing, at the office  of
the Paying Agent, upon surrender of this bond to the Paying Agent
for  cancellation.  Upon the transfer, a new  Bond  or  Bonds  in
Authorized  Denominations of the same aggregate principal  amount
will be issued to the transferee at the same office.  No transfer
will  be effective unless effected by such surrender and reissue.
This bond may also be exchanged at the office of the Paying Agent
for  a new Bond or Bonds in Authorized Denominations of the  same
aggregate  principal amount without transfer to a new  registered
owner.   Exchanges and transfers will be without expense  to  the
owner  except for applicable taxes or other governmental charges,
if any.

      Except  as  provided in the Indenture, Bonds in the  Weekly
Mode  are issuable only in fully registered form and shall be  in
Authorized  Denominations of $100,000 or  any  integral  multiple
thereof.

      The  Issuer, the Trustee, the Paying Agent and the  Company
may treat the REGISTERED OWNER as the absolute owner of this bond
for all purposes, notwithstanding any notice to the contrary.

      This  bond  will  not  be valid until  the  Certificate  of
Authentication  has  been  signed by  the  Trustee  or  its  duly
appointed agent for such purpose.

      IN  WITNESS  WHEREOF, this bond has been  signed  with  the
manual or facsimile signature of the President of the Issuer, and
countersigned  with  the  manual or facsimile  signature  of  the
Secretary of the Issuer, and the official seal of the Issuer  has
been duly impressed, or placed in facsimile, on this bond, all as
of the first day of November, 1997.

                         LAKE   CHARLES   HARBOR   AND   TERMINAL
                         DISTRICT


(Seal)
                         By:__________________________________
                              President, Board of Commissioners


                         By:__________________________________
                              Secretary, Board of Commissioners


                  Certificate of Authentication


     This bond is one of the Bonds described in the  Indenture.

                         FIRST NATIONAL BANK OF COMMERCE,
                         New Orleans, Louisiana,
                         as Trustee
Date of Authentication:

                         By:__________________________________
                              Authorized Signatory

                         or

                         By:  ________________________,
                              as agent of the Trustee


                         By:__________________________________
                              Authorized Signatory


                           Assignment


      For  value  received  the undersigned  sells,  assigns  and
transfers this bond to



_________________________________________________________
                 (Name and Address of Assignee)


_________________________________________________________



_________________________________________________________
 Social Security or Other Identifying Number of Assignee

 and irrevocably appoints ________________________________,
 attorney-in-fact, to transfer it on the books kept for
 registration  of  the  bond,  with  full   power   of
 substitution.



Dated:

Signature Guaranteed:

_____________________________________________
Bank, Trust Company or Brokerage Firm


By:  _____________________________________
     Authorized Signatory


     NOTICE:   Signatures must be guaranteed by an "eligible
     guarantor institution" meeting the requirements of  the
     Trustee   and  the  Paying  Agent,  which  requirements
     include  membership or participation in STAMP  or  such
     other   "signature  guarantee  program"   as   may   be
     determined  by  the  Trustee or  the  Paying  Agent  in
     addition  to,  or in substitution for,  STAMP,  all  in
     accordance  with  the Securities and  Exchange  Act  of
     1934, as amended.

     The following abbreviations, when used in the inscription on
the  face  of this bond, shall be construed as though  they  were
written out in full according to applicable law.

TEN COM - as tenants in common               UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entirety    _______ Custodian_______
JT TEN  - as joint tenants with rights   (Cust)          (Minor)
          of survivorship and not as
          tenants in common
                                        Act_____________________
                                                  (State)

Additional abbreviations may also be used though not set forth in
the list above.

      (v)  Form of Multiannual Bond.  The Bonds may be issued  in
the Multiannual Mode in substantially the form prescribed below.

$_________     No. M-

ANY HOLDER HEREOF WHO FAILS TO DELIVER THIS BOND FOR PURCHASE  AT
THE  TIME AND AT THE PLACE REQUIRED HEREIN SHALL HAVE NO  FURTHER
RIGHTS  HEREUNDER EXCEPT THE RIGHT TO RECEIVE THE PURCHASE  PRICE
HEREOF  AND  ACCRUED INTEREST UPON PRESENTATION AND SURRENDER  OF
THIS BOND TO THE PAYING AGENT AS DESCRIBED HEREIN, AND SHALL HOLD
THIS BOND AS AGENT FOR THE PAYING AGENT.


                    UNITED STATES OF AMERICA

                       STATE OF LOUISIANA

            LAKE CHARLES HARBOR AND TERMINAL DISTRICT


                  Port Improvement Revenue Bond
                (Global Industries, Ltd. Project)
                           Series 1997


REGISTERED OWNER:

PRINCIPAL AMOUNT:

SERIES DESIGNATION:

INTEREST RATE:
     (To Next Purchase Date)

NEXT PURCHASE DATE:

COMMENCEMENT DATE OF RATE PERIOD:

MATURITY DATE:  ____________

MODE: Multiannual

CUSIP:

     THE OBLIGATION TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND
INTEREST ON THIS BOND FROM THE SOURCES DESCRIBED BELOW IS  SOLELY
AND  EXCLUSIVELY A SPECIAL OBLIGATION OF THE LAKE CHARLES  HARBOR
AND  TERMINAL DISTRICT (THE "ISSUER").  THE BONDS DO NOT NOW  AND
SHALL NEVER CONSTITUTE AN INDEBTEDNESS OR A PLEDGE OF THE GENERAL
CREDIT  OF  THE ISSUER, THE STATE OF LOUISIANA, OR ANY  POLITICAL
SUBDIVISION OF THE STATE OF LOUISIANA, WITHIN THE MEANING OF  ANY
CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION OR INDEBTEDNESS.
NO  OTHER  PUBLIC ENTITY, INCLUDING THE STATE OF  LOUISIANA,  ANY
POLITICAL SUBDIVISION THEREOF OTHER THAN THE ISSUER, OR ANY OTHER
PUBLIC BODY, IS OBLIGATED, DIRECTLY, INDIRECTLY, CONTINGENTLY, OR
IN  ANY OTHER MANNER, TO PAY SUCH PRINCIPAL, PREMIUM, OR INTEREST
FROM ANY SOURCE WHATSOEVER.  THIS BOND SHALL NOT BE CONSIDERED  A
GENERAL  OBLIGATION OF THE BOARD OF COMMISSIONERS OF THE  ISSUER,
THE  ISSUER,  OR  THE STATE OF LOUISIANA.  THE  REGISTERED  OWNER
HEREOF SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT OF THIS  BOND
OR THE INTEREST HEREON OUT OF ANY FUNDS RAISED OR TO BE RAISED BY
TAXATION  OR  FROM  ANY OTHER FUNDS EXCEPT THE SOURCES  DESCRIBED
BELOW,  AND NO REPRESENTATION IS MADE HEREIN WITH RESPECT TO  THE
ANTICIPATED SUFFICIENCY OF SUCH SOURCES.  NO PHYSICAL PROPERTY IS
ENCUMBERED  BY ANY LIEN OR SECURITY INTEREST FOR THE  BENEFIT  OF
THE REGISTERED OWNER OF THIS BOND.

      The  Issuer,  for value received, promises to  pay  to  the
REGISTERED  OWNER,  or registered assigns, but  solely  from  the
moneys  to be provided under the Indenture mentioned below,  upon
presentation and surrender hereof, in lawful money of the  United
States  of  America, the PRINCIPAL AMOUNT on the  MATURITY  DATE,
unless  paid  earlier as provided below, with interest  from  the
most  recent  Interest Payment Date, as defined below,  to  which
interest  has been paid or duly provided for or, if  no  interest
has  been  paid,  from the COMMENCEMENT DATE OF RATE  PERIOD  set
forth above, until paid in full, at the rates per annum described
below,  payable on the first day of the next succeeding  November
or  May,  whichever comes first, after the COMMENCEMENT  DATE  OF
RATE PERIOD and the first day of each November and May thereafter
to and including the earlier of the Purchase Date or the MATURITY
DATE  (the  "Interest  Payment Dates").   This  bond  shall  bear
interest  at  the INTEREST RATE set forth above up  to  the  NEXT
PURCHASE   DATE.    Thereafter,  the  Remarketing   Agent   shall
redetermine  the  Multiannual Rate for each  Rate  Period,  which
shall be the rate of interest determined by the Remarketing Agent
designated  as  provided  in  the  Indenture  (herein,  with  its
successors,  the "Remarketing Agent"), for each Rate  Period  (as
defined  below) to be the lowest rate which in its  judgment,  on
the basis of prevailing financial market conditions, is necessary
on  and  as of the Effective Date, as defined below, to  remarket
each   bond  having  such  Rate  Period  in  a  secondary  market
transaction at a price equal to the principal amount thereof, but
not  in excess of the Maximum Interest Rate.  If any payment date
for  principal, premium or interest shall not be a Business  Day,
then  the  payment  thereof may be made on  the  next  succeeding
Business  Day with the same force and effect as if  made  on  the
specified  payment  date and no interest  shall  accrue  for  the
period after the specified payment date.

      It  is  hereby certified, recited, declared and  covenanted
that  this bond has been duly and validly authorized, issued  and
delivered;  that  all  acts, conditions and  things  required  or
proper to be performed, exist and be done precedent to and in the
execution and delivery of the Indenture and in the authorization,
issuance  and  delivery of this bond do exist, have happened  and
have  been performed in due time, form and manner as required  by
law;  that the issuance of this bond and the series of  which  it
forms  a  part  does not exceed or violate any constitutional  or
statutory  limitation;  that  this  bond  is  a  special  revenue
obligation of the Issuer, with the principal of, premium, if any,
and  interest on this bond being payable solely from  (except  to
the  extent payable from amounts attributable to proceeds of  the
Bonds),  and  secured  solely by a lien on  and  pledge  of,  the
revenues or payments hereinafter described; and that this bond is
one  of  a  series  of  Port Improvement  Revenue  Bonds  (Global
Industries, Ltd. Project) Series 1997 (the "Bonds") issued in the
aggregate  principal amount of $25,000,000  FOR  THE  PURPOSE  OF
PROVIDING  A PORTION OF THE COST OF THE ACQUISITION, CONSTRUCTION
AND  IMPROVEMENT  OF  CERTAIN  DOCK  AND  WHARF  FACILITIES  (THE
"FACILITIES")  TO  BE LEASED BY THE ISSUER TO GLOBAL  INDUSTRIES,
LTD.  (THE  "COMPANY")  WITHIN  THE  BOUNDARIES  OF  THE  ISSUER,
pursuant  to  and secured by a Trust Indenture (the  "Indenture")
dated  as  of   November  1, 1997 between the  Issuer  and  First
National  Bank of Commerce, as Trustee (the "Trustee").  Pursuant
to  a Facilities Agreement (the "Facilities Agreement") dated  as
of  November  1,  1997 between the Company and  the  Issuer,  the
Company has unconditionally agreed to make Facilities Payments in
the  amounts and at the times necessary to pay the principal  of,
premium,  if any, and interest on the Bonds when due.   Reference
is  hereby made to the Facilities Agreement and the Indenture for
the provisions thereof with respect to the rights, limitations of
rights,  duties, obligations and immunities of the  Company,  the
Issuer,  the  Trustee,  the Paying Agent,  and  the  Bondholders,
including  the  order  of payments in the event  of  insufficient
funds,  the  disposition of unclaimed moneys held by the  Trustee
and  restrictions on the rights of owners of the Bonds  to  bring
suit.   The Facilities Agreement and the Indenture may be amended
to  the extent and in the manner provided therein.  Copies of the
Facilities   Agreement  and  the  Indenture  are  available   for
inspection at the corporate trust office of the Trustee.

     [The following paragraph, completed or altered as necessary,
is  to  be  inserted  in Bonds which are supported  by  a  Credit
Facility.]

      The  Purchase Price and principal of and interest  on  this
bond  are  also payable from moneys drawn by the Paying Agent  on
an  irrevocable letter of credit for the Bonds (together with any
extensions  and renewals thereof, the "Letter of Credit")  issued
by  the  Bank  (as  defined  in the  Indenture)  in  the  initial
aggregate stated amount of $_______________ pursuant to the terms
of  a  Reimbursement  Agreement dated as of  ______________  (the
"Reimbursement  Agreement") by and between the  Company  and  the
Bank.    The    Letter   of   Credit   initially    expires    on
______________________  but may be terminated  earlier  upon  the
occurrence of certain events set forth in the Indenture  and  the
Reimbursement   Agreement  or  extended  as   provided   in   the
Reimbursement  Agreement.  The Company  may  substitute  for  the
Letter  of Credit in whole or in part, a new letter of credit  or
other  credit enhancement facility (together with the  Letter  of
Credit, a "Credit Facility") as provided in the Indenture and the
Reimbursement Agreement.

      The  principal  amount of this bond together  with  accrued
interest may become or be declared immediately due and payable in
the manner and with the effect provided in the Indenture.

      Unless otherwise defined herein, capitalized terms used  in
this  bond  shall have the meaning given them in  the  Indenture.
The following terms are defined as follows:

     "Business Day" means a day (i) on which banking institutions
[in  any  city  in  which an office of the  Bank  is  located  if
drawings under a Credit Facility may be required to be made  from
such  office,]* in New Orleans, Louisiana or in any of the cities
in  which  the principal corporate trust offices of  the  Trustee
and  the  Paying Agent are located are not required or authorized
to remain closed and (ii) on which the New York Stock Exchange is
not closed.

      *Bracketed language to be added to Bonds supported by a 
Credit Facility.

      "Effective Date" means the date on which a new Rate  Period
for a Bond takes effect.

      "Mode" means the manner in which the interest rates on  the
Bonds are set and includes the Flexible Mode, the Daily Mode, the
Weekly Mode and the Multiannual Mode.

      "Purchase Date" means the date on which this bond shall  be
required  to  be  purchased pursuant to  a  mandatory  tender  in
accordance with the provisions hereof.

      "Rate Period" or "Period" means, when used with respect  to
any  particular  rate of interest for a Bond, the  period  during
which  such rate of interest determined for such Bond will remain
in effect as described herein.

      At  the  option of the Company and upon certain  conditions
provided  for in the Indenture described below, all or a  portion
of  the  Bonds (a) may be converted or reconverted from  time  to
time to or from the Multiannual Mode and (b) may be converted  or
reconverted from time to time to or from the Flexible  Mode,  the
Daily  Mode or the Weekly Mode, which means that the Rate  Period
is, respectively, from 1 up to and including 270 days, one day or
one week as provided herein.

      Conversions of this bond to any other Mode, or  conversions
to  new  Rate Periods of the same or different lengths, may  take
place  only  on a day on which this bond is subject to redemption
at  the  direction of the Company at a redemption price equal  to
100%  of  the  purchase  price  hereof,  plus  accrued  interest,
pursuant  to the provisions of the eighth following paragraph  or
on  a  day next succeeding the last day of a Rate Period,  or  if
conversion  is to any other Mode and such day is not  a  Business
Day,  the first Business Day thereafter.  Conversion of this bond
to  any  other  Mode, or to a new Rate Period in the  Multiannual
Mode  of the same or a different length, shall be subject to  the
conditions  set  forth in the Indenture.  In the event  that  the
conditions for a proposed conversion to a new Mode, or to  a  new
Rate  Period  in  the Multiannual Mode of the same  or  different
length,  are not met (i) such new Mode or Rate Period  shall  not
take effect on the proposed conversion date, notwithstanding  any
prior notice to the Bondholders of such conversion, and (ii) this
bond  shall automatically convert to the Daily Mode until  a  new
Mode is determined in accordance with the Indenture.  In no event
shall the failure of this bond to be converted to any other  Mode
or  to a new Rate Period within the Multiannual Mode be deemed to
be  a  Default or an Event of Default under the Indenture as long
as  the Purchase Price is made available on the failed conversion
date to holders of all Bonds that were to have been converted.

     The Multiannual Rate in effect for each Rate Period shall be
determined  not  later than two (2) Business Days  prior  to  the
Effective  Date.   If the Remarketing Agent fails  to  make  such
determination  or  fails  to announce  the  Multiannual  Rate  as
required  with respect to any Bonds in the Multiannual Mode,  or,
if   for  any  reason  such  manner  of  determination  shall  be
determined  to  be  invalid or unenforceable, the  rate  to  take
effect on any Effective Date shall be automatically converted  to
the  Daily Mode until a new Mode is determined in accordance with
the  Indenture,  and  the  Daily  Rate  shall  be  determined  by
reference to a published index as provided in the Indenture.  The
Remarketing  Agent  shall  announce  the  Multiannual   Rate   by
telephone  to  the  Paying  Agent on the  date  of  determination
thereof, and shall promptly confirm such notice in writing.

      Each  determination and redetermination of the  Multiannual
Rate  shall be conclusive and binding on the Issuer, the Trustee,
the Paying Agent, the Company and the Bondholders.

      Interest on this bond shall be computed on the basis  of  a
360-day year consisting of twelve 30-day months.  From and  after
the  date  on  which this bond becomes due, any unpaid  principal
will  bear  interest at the then Multiannual Rate until  paid  or
duly provided for.

      The  principal  of and premium, if any, on  this  bond  are
payable  when  due  by  check  in  clearinghouse  funds  to   the
REGISTERED OWNER hereof but only upon presentation and  surrender
of  this  bond at the office of First National Bank of  Commerce,
New  Orleans, Louisiana, as Paying Agent (with its successors  in
such  capacity, the "Paying Agent").  Interest on  this  bond  is
payable  by check in clearinghouse funds mailed on the applicable
payment  date  by  the  Paying Agent  to  the  REGISTERED  OWNER,
determined  as of the close of business on the applicable  record
date,  at its address as shown on the registration books,  except
when  an Interest Payment Date coincides with the Purchase  Date,
in  which  case  interest shall be payable upon presentation  and
surrender of this bond.  The Purchase Price and accrued  interest
to the Purchase Date shall be paid as provided below.

      The record date for payment of interest on this bond is the
fifteenth  day  of the month immediately preceding  the  date  on
which  the interest is to be paid, provided that with respect  to
overdue  interest or interest payable on redemption of this  bond
other than on an Interest Payment Date or interest on any overdue
amount,  the  Trustee may establish a special record  date.   The
special record date may be not more than thirty (30) days  before
the date set for payment.  The Paying Agent will mail notice of a
special  record date to the Bondholders at least  ten  (10)  days
before  the special record date.  The Paying Agent will  promptly
certify to the Issuer, the Trustee and the Remarketing Agent that
it   has  mailed  such  notice  to  all  Bondholders,  and   such
certificate will be conclusive evidence that notice was given  in
the manner required hereby.

      This  bond is subject to mandatory tender for purchase  and
shall  be purchased on the NEXT PURCHASE DATE set forth above  or
on the earlier date, if any, on which this bond is converted to a
new Mode or Rate Period at a price equal to 100% of the principal
amount  hereof (the "Purchase Price").  THE HOLDER OF THIS  BOND,
BY  ACCEPTANCE HEREOF, AGREES TO SELL AND SURRENDER THIS BOND  IN
ACCORDANCE  WITH  THE  PROVISIONS OF THE INDENTURE  AND,  ON  THE
PURCHASE  DATE,  TO SURRENDER THIS BOND TO THE PAYING  AGENT  FOR
PAYMENT  OF  THE  PURCHASE  PRICE  AND  ACCRUED  INTEREST.    All
deliveries  of  tendered  Bonds, including  deliveries  of  Bonds
subject to mandatory tender, shall be made to the Paying Agent at
210  Barrone Street-Basement Level, New Orleans, Louisiana 70112,
or such other address specified in writing by the Paying Agent to
the Bondholders.

      The  Purchase Price and accrued interest of this bond shall
be  paid  to the REGISTERED OWNER in clearinghouse funds  by  the
Paying  Agent  on the Delivery Date, which shall be the  Purchase
Date, or the day on which this bond is presented and surrendered,
if later than the Purchase Date, if presentation and surrender of
this  bond is made prior to 12:00 noon, Central time, on the  day
of presentation and surrender and is the next succeeding Business
Day  if  this  bond is delivered to the Paying Agent after  12:00
noon,  Central time on such day.  The Purchase Price and  accrued
interest of this bond shall be paid only upon surrender  of  this
bond  to  the  Paying Agent as provided herein.  Payment  of  the
Purchase  Price of this bond and accrued interest upon  mandatory
tender for purchase shall be made on the Delivery Date.

      This  bond shall be subject to optional redemption  by  the
Issuer at the direction of the Company in whole or in part at any
time  during  the  periods  and at the prices  specified  by  the
Company  for  such Multiannual Period, or if no such  periods  or
prices shall have been specified, during the following periods at
the  following redemption prices expressed as a percentage of the
principal   amount  redeemed,  plus  interest  accrued   to   the
redemption date:

       Length of               Redemption Prices
      Multiannual            (expressed as percentages of
      Rate Period                  Principal Amount)
     (expressed in
         years)

     greater than 17       after 10 years at 102%,
                          declining by 1% annually to 100%
   less than or equal          after 5 years at 102%,
    to 17and greater       declining by 1% annually to 100%
        than 10

   less than or           after 5 years at 101.5%,
   equal to 10            declining by .5 of 1% every 6 months
   and greater than 8             to 100%

    less than or           after 3 years at 101.5%,
   equal to 8             declining by .5 of 1% every 6 months
   and greater than 6             to 100%

    less than or           after 2 years at 101%,
   equal to 6             declining by .5 of 1% every 6 months
   and greater than 4             to 100%

    less than or           after 2 years at 100.5,
   equal to 4             declining by .5 of 1% after 6 months
   and greater than 3             to 100%

    less than or           after 1 year at 100.5%,
   equal to 3             declining by .5 of 1% after 6 months
   and greater than 2            to 100%

    less than or           after 1 year at 100%
     equal to 2
     and greater than 1
    
    1 year                 Not redeemable

      This  bond  is subject to optional redemption on  any  date
prior  to  scheduled  maturity  and  may  be  redeemed  prior  to
scheduled maturity by the Issuer at the direction of the Company,
in whole or in part, at a redemption price equal to the principal
amount  thereof  plus accrued interest thereon  to  the  date  of
redemption, and without premium, if one or more of the  following
events shall have occurred:

           (a)   The  Company  shall  have  determined  that  the
     operation  of  the  Facilities  or  some  portion   of   the
     Facilities,  or  operation  of  any  unit  served  by   such
     Facilities  is  impracticable, uneconomical, or  undesirable
     for any reason; or

          (b)  All or substantially all of any unit served by the
     Facilities  shall  have been condemned or taken  by  eminent
     domain; or

           (c)   The operation of the Facilities or operation  of
     any  unit served by such Facilities shall have been enjoined
     or  shall  have  otherwise  been  prohibited  by,  or  shall
     conflict with, any order, decree, rule, or regulation of any
     court  or  of any federal, state, or local regulatory  body,
     administrative agency, or other governmental body.

To  direct  the exercise of such option, the Company  shall  give
written  notice to the Issuer, the Trustee and the Paying  Agent,
which  notice  shall specify that, as determined by the  Company,
one  or  more of such events has occurred or one or more of  such
conditions  is  continuing,  and  such  determination  shall   be
conclusive.

      Any notice required by this bond to be given to Bondholders
shall  be effective when mailed, notwithstanding when or  if  any
such notice is received by any Bondholder.

      This  bond  is  subject to mandatory redemption,  in  whole
(except as provided below), within 180 days after a Determination
of  Taxability,  as  hereinafter defined, at a  redemption  price
equal  to  the principal amount thereof plus accrued interest  to
the  redemption  date,  but  without premium.  "Determination  of
Taxability" means a final determination by any court of competent
jurisdiction  in  the  United States, or a final  action  of  the
Internal Revenue Service, in either case in a proceeding of which
the  Company has received timely notice and in which the  Company
has  had  sufficient opportunity to participate,  to  the  effect
that,  as  a  result of the failure of the Company to observe  or
perform  any covenant, agreement, representation, or warranty  in
the Facilities Agreement, the interest on the Bonds is includable
in  the  gross  income (for federal income tax purposes)  of  the
holder thereof (except for any holder who is a "substantial user"
of  the Facilities or a "related person" as those terms are  used
and defined in the Code).

      Upon the occurrence of a Determination of Taxability,  this
bond shall be redeemed in whole as provided above, unless, in the
opinion of a nationally recognized bond counsel ("Bond Counsel"),
redemption of a portion of the Bonds outstanding would  have  the
result  that  interest payable on the remaining Bonds outstanding
after  the redemption would not be includable in the gross income
(for federal income tax purposes) of holders thereof (except  for
any  holder  who is a "substantial user" of the Facilities  or  a
"related  person"  as those terms are used  and  defined  in  the
Code), in which event only such portion shall be required  to  be
redeemed.  Any such partial redemption shall be made  within  180
days  following the Determination of Taxability, at a  redemption
price equal to the principal amount thereof plus accrued interest
to  the  redemption date, but without premium, at least  in  such
aggregate amount as is deemed necessary by Bond Counsel to  cause
the  interest  on  the  remaining outstanding  Bonds  not  to  be
includable in gross income, as described above.

      If  this  bond is redeemed as provided above in  accordance
with  the terms of the Indenture, then the failure by the Company
to  observe or perform a covenant, agreement, representation,  or
warranty  in  the  Facilities  Agreement  which  results   in   a
Determination  of  Taxability shall not constitute  an  Event  of
Default  under  the  Indenture or the Facilities  Agreement,  and
payment  of the redemption price specified above shall constitute
full  and complete payment and satisfaction to the holder of this
bond  for any claims, damages, costs, or expenses arising out  of
or based upon such failure by the Company.

      If  less  than  all  of  this bond  is  to  be  called  for
redemption, the portion thereof to be redeemed shall be  selected
as  provided in the Indenture.  If less than all of the principal
amount  of  this bond is to be redeemed, upon surrender  of  this
Bond  to the Paying Agent, there will be issued to the REGISTERED
OWNER,  without  charge, a new bond or,  at  the  option  of  the
REGISTERED OWNER, bonds for the unredeemed principal amount.

      At  least  30  days  prior to the  date  selected  for  the
redemption of any of the Bonds prior to their scheduled maturity,
the  Paying Agent shall cause a written notice of such redemption
to  be mailed by the Paying Agent, postage prepaid, not less than
30  days  prior  to  the date selected for  redemption,  to  each
REGISTERED OWNER of the Bonds to be redeemed, addressed  to  such
REGISTERED  OWNER  at its address appearing on  the  registration
books  maintained  by  the Paying Agent and to  major  securities
depositories, national bond rating agencies and bond  information
services as at the time customarily receive such notices; but the
failure  of  the REGISTERED OWNER to receive any such notice,  or
any  defect  therein or in the mailing thereof, shall not  affect
the  redemption  of such Bonds.  Such notice of redemption  shall
identify  the  Bonds to be redeemed, the date selected  for  such
redemption, the places of payment of the redemption price of  the
Bonds  which  are to be so redeemed and the redemption  price  at
which the Bonds will be redeemed.

      Notice of redemption having been duly mailed, this bond, or
the portion called for redemption, will become due and payable on
the  redemption date at the applicable redemption price  and,  if
moneys  for the redemption have been deposited with the  Trustee,
then,  from and after the date fixed for redemption, no  interest
on  this  bond  (or such portion) will accrue.  The Paying  Agent
will not be required to make an exchange or transfer of this bond
(i)  if  this bond (or any portion hereof) has been selected  for
redemption or (ii) within forty-five (45) days prior to the  date
fixed  for  redemption if this bond (or any  portion  hereof)  is
eligible to be selected for redemption.

      With  respect to any optional redemption of the  Bonds,  as
described  above, unless moneys   sufficient to pay the principal
of  and premium, if any, and interest on the Bonds to be redeemed
shall  have been received by the Trustee prior to the  giving  of
such  notice  of  redemption, such notice shall state  that  said
redemption  shall be conditional upon the receipt of such  moneys
by the Trustee on or prior to the date fixed for such redemption.
If such moneys are not received, such notice shall be of no force
and effect, the Issuer shall not redeem such bonds and the Paying
Agent  shall  give notice, in the manner in which the  notice  of
redemption was given, that such moneys were not so received.

      IN  CERTAIN  CIRCUMSTANCES SET OUT  HEREIN,  THIS  BOND  IS
SUBJECT TO PURCHASE.  IN EACH SUCH EVENT AND UPON DEPOSIT OF  THE
PURCHASE  PRICE WITH THE PAYING AGENT ON THE PURCHASE DATE,  THIS
BOND SHALL BE DEEMED TENDERED FOR PURCHASE AND SHALL CEASE TO  BE
DEEMED  TO  BE  OUTSTANDING UNDER THE INDENTURE, INTEREST  HEREON
SHALL CEASE TO ACCRUE AS OF THE PURCHASE DATE, AND THE REGISTERED
OWNER  HEREOF SHALL BE ENTITLED TO RECEIVE THE PURCHASE PRICE  SO
DEPOSITED WITH THE PAYING AGENT ONLY UPON SURRENDER OF THIS  BOND
TO THE PAYING AGENT.

     This bond is transferable by the REGISTERED OWNER, in person
or  by its attorney duly authorized in writing, at the office  of
the Paying Agent, upon surrender of this bond to the Paying Agent
for  cancellation.  Upon the transfer, a new  Bond  or  Bonds  in
Authorized  Denominations of the same aggregate principal  amount
will be issued to the transferee at the same office.  No transfer
will  be effective unless effected by such surrender and reissue.
This bond may also be exchanged at the office of the Paying Agent
for  a new Bond or Bonds in Authorized Denominations of the  same
aggregate  principal amount without transfer to a new  registered
owner.   Exchanges and transfers will be without expense  to  the
owner  except for applicable taxes or other governmental charges,
if any.

     The Bonds in the Multiannual Mode are issuable only in fully
registered  form  in Authorized Denominations  of  five  thousand
dollars ($5,000) or any integral multiple thereof.

      The  Issuer, the Trustee, the Paying Agent and the  Company
may treat the REGISTERED OWNER as the absolute owner of this bond
for all purposes, notwithstanding any notice to the contrary.

      This  bond  will  not  be valid until  the  Certificate  of
Authentication  has  been  signed by  the  Trustee  or  its  duly
appointed agent for such purpose.

      IN  WITNESS  WHEREOF, this bond has been  signed  with  the
manual or facsimile signature of the President of the Issuer, and
countersigned  with  the  manual or facsimile  signature  of  the
Secretary of the Issuer, and the official seal of the Issuer  has
been duly impressed, or placed in facsimile, on this bond, all as
of the first day of November, 1997.

                         LAKE   CHARLES   HARBOR   AND   TERMINAL
                         DISTRICT


(Seal)                   By:_____________________________________
                              President, Board of Commissioners


                         By:_____________________________________
                              Secretary, Board of Commissioners


                  Certificate of Authentication

    This bond is one of the Bonds described in the  Indenture.

                         FIRST NATIONAL BANK OF COMMERCE,
                         New Orleans, Louisiana,
                         as Trustee

Date of Authentication:
 
                        By:
                           ________________________________________,
                                   Authorized Signatory

                         or

                         By:  ________________________,
                              as agent of the Trustee

                         By:
                            ______________________________________
                                  Authorized Signatory



                           Assignment


      For  value  received  the undersigned  sells,  assigns  and
transfers this bond to



_________________________________________________________
                 (Name and Address of Assignee)


_________________________________________________________



_________________________________________________________
Social Security or Other Identifying Number of Assignee

and irrevocably appoints________________________________,
attorney-in-fact, to transfer it on the books kept for
registration  of  the  bond,  with  full   power   of
substitution.



Dated:

Signature Guaranteed:

_____________________________________________
Bank, Trust Company or Brokerage Firm


By:  _____________________________________
     Authorized Signatory


     NOTICE:   Signatures must be guaranteed by an "eligible
     guarantor institution" meeting the requirements of  the
     Trustee   and  the  Paying  Agent,  which  requirements
     include  membership or participation in STAMP  or  such
     other   "signature  guarantee  program"   as   may   be
     determined  by  the  Trustee or  the  Paying  Agent  in
     addition  to,  or in substitution for,  STAMP,  all  in
     accordance  with  the Securities and  Exchange  Act  of
     1934,                    as                    amended.

     The following abbreviations, when used in the inscription on
the  face  of this bond, shall be construed as though  they  were
written out in full according to applicable law.

TEN COM - as tenants in common         UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entirety _______  Custodian  _______
JT TEN  - asjoint tenants with rights (Cust)             (Minor)
          of survivorship and not as
          tenants in common

Act_______________________

(State)

      Additional  abbreviations may also be used though  not  set
forth in the list above.

     (b)  Details of the Bonds.

           (i)  General.  The Bonds shall be signed on behalf  of
     the  Issuer  by  the manual or facsimile signatures  of  the
     President and Secretary of the Board and the corporate  seal
     of  the  Issuer or a facsimile thereof shall be engraved  or
     otherwise   reproduced   thereon.    The   Certificate    of
     Authentication  of the Trustee shall be manually  signed  by
     the  Trustee  or  on  behalf of  the  Trustee  by  its  duly
     authorized agent.

          In case any officer whose manual or facsimile signature
     shall  appear  on  any Bond shall cease to be  such  officer
     before  the  delivery  thereof,  such  manual  or  facsimile
     signature shall nevertheless be valid and sufficient for all
     purposes as if he or she had remained in office until  after
     such delivery.

           The  Bonds  shall be issued in fully registered  form,
     without  interest  coupons and shall be  numbered  from  F-1
     upwards  for  Bonds in the Flexible Mode,  D-1  upwards  for
     Bonds in the Daily Mode, W-1 upwards for Bonds in the Weekly
     Mode  and M-1 upwards for Bonds in the Multiannual  Mode  in
     the  order of their issuance, or in any other manner  deemed
     appropriate  by  the  Paying  Agent  and  the  Trustee.   In
     addition,  the  Remarketing Agent,  upon  direction  of  the
     Company,  may require the Paying Agent to place  appropriate
     series designations on the Bonds, which designations may  be
     in the form of a letter or letters of the alphabet, a number
     or numbers, any combination thereof or any other appropriate
     designation   to  reflect  differences  among   the   Bonds,
     including  differences  in  Mode, Rate  Periods,  redemption
     provisions,  etc.   The  series of Bonds  shall  be  denoted
     Series  1997  and the forms of the Bonds shall be  completed
     where  appropriate with such series designation.  The  Bonds
     shall  be  in Authorized Denominations.  The Bonds shall  be
     dated  November 1, 1997, interest shall accrue on the  Bonds
     from  the  date of original delivery thereof and  the  Bonds
     shall mature on November 1, 2027.  The interest on the Bonds
     until they come due shall be payable on the interest payment
     dates specified therein.

           The  Bonds  are subject to redemption as described  in
     Section  3.08 and in the forms of Flexible Mode Bond,  Daily
     Mode  Bond, Weekly Mode Bond and Multiannual Mode Bond.   At
     any time that Bonds shall be supported by a Credit Facility,
     the  Bonds  shall be printed with appropriate insertions  as
     provided  in  the  forms of Bonds in Section  3.01(a).   The
     Bonds  initially issued hereunder shall be  supported  by  a
     Credit Facility.  The Bonds shall have such other terms  and
     provisions as are provided in the forms of the Flexible Mode
     Bond, Daily Mode Bond, Weekly Mode Bond and Multiannual Mode
     Bond.

           (ii)  Book-Entry System.  The Bonds may be  issued  or
     subsequently   registered  in  the  name  of  a   Securities
     Depository or a nominee therefor, and held in the custody of
     the Securities Depository.  In such event, a single bond  or
     master note certificate will be issued and delivered to  the
     Securities Depository for the Bonds, and neither the  actual
     purchasers of such Bonds (the "Beneficial Owners")  nor  the
     Paying   Agent  will  receive  physical  delivery  of   Bond
     certificates  except as provided herein,  all  transfers  of
     beneficial  ownership interests will be made  by  book-entry
     only, and no investor or other party purchasing, selling  or
     otherwise  transferring beneficial ownership of  Bonds  will
     receive, hold or deliver any Bond certificate.  The  Issuer,
     the Company, the Trustee and the Paying Agent will recognize
     the  Securities Depository or its nominee as the  Bondholder
     for all purposes, including notices and voting.

           The Issuer and the Trustee covenant and agree, so long
     as  The  Depository  Trust Company or any  other  Securities
     Depository serves as Securities Depository for the Bonds, to
     meet  the  requirements of The Depository Trust  Company  or
     such  other  Securities Depository with respect to  required
     notices   and   other   provisions   of   the   letter    of
     representations or agreement executed with respect  to  such
     Bonds.

           The  Issuer,  the Trustee, the Paying  Agent  and  the
     Remarketing  Agent  may  rely  conclusively   upon   (i)   a
     certificate of the Securities Depository as to the  identity
     of the Participants in the Book-Entry System with respect to
     the Bonds and (ii) a certificate of any such Participant  as
     to  the identity of, and the respective principal amount  of
     Bonds beneficially owned by, the Beneficial Owners.

           Whenever, during the term of the Bonds, the beneficial
     ownership  thereof is determined through the  books  of  the
     Securities Depository, the requirements in this Indenture of
     holding,  delivering  or transferring such  Bonds  shall  be
     deemed  modified to require the appropriate person  to  meet
     the  requirements of the Securities Depository with  respect
     to  such actions to produce the same effect.  Any provisions
     hereof permitting or requiring delivery of such Bonds shall,
     while such Bonds are in a Book-Entry System, be satisfied by
     the  notation  on the books of the Securities Depository  in
     accordance with applicable state law.

           The  Trustee  and  the Issuer, at  the  direction  and
     expense  of  the  Company  and  with  the  consent  of   the
     Remarketing  Agent,  may  from  time  to  time   appoint   a
     Securities Depository or a successor thereto and enter  into
     a  letter  of  representation or other agreement  with  such
     Securities  Depository to establish procedures with  respect
     to  the  Bonds.   Any  Securities  Depository  shall  be   a
     "clearing  agency"  registered  under  Section  17A  of  the
     Securities Exchange Act of 1934, as amended.

           Neither  the  Issuer, the Company,  the  Trustee,  the
     Paying  Agent  nor  the  Remarketing  Agent  will  have  any
     responsibility  or obligation to any Securities  Depository,
     any  Participants in the Book-Entry System or the Beneficial
     Owners  with  respect  to (i) the accuracy  of  any  records
     maintained  by the Securities Depository or any Participant;
     (ii)  the  payment by the Securities Depository  or  by  any
     Participant  of  any amount due to any Beneficial  Owner  in
     respect  of  the principal amount or redemption or  purchase
     price  of, or interest on, any Bonds; (iii) the delivery  of
     any  notice by the Securities Depository or any Participant;
     (iv)  the  selection  of the Beneficial  Owners  to  receive
     payment in the event of any partial redemption of the Bonds;
     or  (v)  any other action taken by the Securities Depository
     or any Participant.

           Bond  certificates are required to  be  delivered  and
     registered  in the name of the Beneficial Owner,  under  the
     following circumstances:

                 (A)   A  Securities  Depository  determines   to
          discontinue providing its service with respect  to  the
          Bonds   and  no  successor  Securities  Depository   is
          appointed as described above; or

                (B)   The Company determines not to continue  the
          Book-Entry System through a Securities Depository.

           If,  at any time, the Securities Depository ceases  to
     hold  the  Bonds, thereafter all references  herein  to  the
     Securities  Depository  shall be  of  no  further  force  or
     effect.

           None  of the Issuer, the Company, the Paying Agent  or
     the  Trustee  will have any responsibility or obligation  to
     any   Participant  for  the  Book-Entry  System  or  to  the
     Beneficial  Owners with respect to the records delivered  to
     the  Issuer  and  the  Trustee in order  to  accomplish  the
     delivery  and  registration in the names of  the  Beneficial
     Owners.

     (c)  Flexible Mode.

           (i)  Determination of Flexible Rates.  The Remarketing
     Agent shall determine the Flexible Rates as provided in  the
     form  of   Flexible Bonds and shall notify the Paying  Agent
     and  the  Company thereof by facsimile or by  telephone  not
     later  than  11:15 A.M. on the Effective Date,  and,  if  by
     telephone,  promptly  confirmed  in  writing  (including  by
     facsimile).   The Paying Agent shall give prompt  notice  of
     the  Flexible Rates to the Trustee.  Each determination  and
     redetermination of the Flexible Rate shall be conclusive and
     binding  on  the Issuer, the Trustee, the Paying Agent,  the
     Bank,  the  Company and the Bondholders.  If for any  reason
     the  Remarketing Agent fails to determine the Flexible  Rate
     or  Rate Period for any Bond while in the Flexible Mode,  or
     if  for  any  reason such manner of determination  shall  be
     determined to be invalid or unenforceable, that Bond,  until
     changed  as provided in the form of Flexible Bond in Section
     3.01(a) hereof, shall be deemed to be in the Daily Mode  and
     the  Daily Rate shall be equal to the lesser of (i) the  BMA
     Municipal Index or (ii) the Maximum Interest Rate.

           In determining the Flexible Rate and remarketing Bonds
     in  the  Flexible  Mode,  the Remarketing  Agent  shall,  in
     addition  to  the constraints set forth in Section  3.01(a),
     (1)   not offer Rate Periods greater than the maximum number
     of  days of interest coverage under the Credit Facility,  if
     any, at the Maximum Interest Rate less twenty (20) days  and
     not   offer   Rate  Periods  extending  beyond  the   Stated
     Expiration  Date of the Credit Facility, if any,  less  five
     (5) days, (2) not offer Rate Periods applicable to Bonds  to
     be   converted  extending  beyond  the  day  preceding   any
     scheduled conversion of the Bonds to any other Mode  or  the
     final  maturity  of  the Bonds, and (3) follow  any  written
     directions  of the Company Representative, not  inconsistent
     with  the  preceding clauses (1) and (2),  as  to  the  Rate
     Periods  and  interest  rates to  be  made  available.   The
     Company and the Remarketing Agent shall cooperate to  ensure
     compliance with this requirement.

           (ii) Conversions from the Flexible Mode.  The Bonds in
     the  Flexible  Mode  or any portion of  such  Bonds  may  be
     converted  at the election of the Company from the  Flexible
     Mode  to  the Daily Mode, the Weekly Mode or the Multiannual
     Mode as provided in the form of  Flexible Bonds, so long  as
     no  Default hereunder exists as certified to the Trustee  in
     writing  by  the Company Representative.  If the Bonds  that
     are  to be converted to a different Mode are to be supported
     by  a  Credit  Facility  in  such different  Mode,  no  such
     conversion shall be effective unless the Company shall  have
     delivered  to  the  Paying  Agent  by  10:00  A.M.  on   the
     Conversion  Date  a Credit Facility in the minimum  required
     face  amount for the applicable Mode as provided in  Section
     3.15 and with a Stated Expiration Date not earlier than  (i)
     one  year  from  the Conversion Date in the  case  of  Bonds
     converted to the Daily Mode or Weekly Mode and (ii) five (5)
     Business  Days after the end of the Rate Period in  case  of
     Bonds  in  the  Multiannual  Mode.   Written  notice  of   a
     conversion of Bonds from the Flexible Mode shall be given by
     the  Company  to the Issuer, the Trustee, the Paying  Agent,
     the  Bank,  the  Remarketing Agent and S&P  not  fewer  than
     twenty-five (25) nor more than one hundred and twenty  (120)
     days  before  the  Conversion  Date,  which  date  shall  be
     specified  by  the Company in such notice and shall  not  be
     earlier  than the day following the expiration of  the  Rate
     Period  with the longest remaining term then in  effect  for
     the  Bonds to be converted.  Such notice shall also  include
     the  Company's  election whether or not the converted  Bonds
     are to be supported by a Credit Facility.
     
           Each  notice required to be given under the  preceding
     paragraph  to the Issuer of a conversion shall be  given  by
     providing  telephonic notice of such change  to  the  Issuer
     Representative.   Unless the conversion is rejected  by  the
     Issuer  within one hour after such telephonic  notice,  such
     change shall become effective as otherwise provided herein.
           Notwithstanding  the foregoing, if the  conditions  to
     conversion  to  another Mode established  by  the  preceding
     paragraphs are not met by 10:00 A.M. on the Conversion Date,
     the  Paying Agent shall deem the proposed conversion to have
     failed and shall immediately notify the Company, the Trustee
     and  the Remarketing Agent.  In such event (i) if the  Bonds
     to  be converted are not supported by a Credit Facility, the
     Company  shall by 3:00 P.M. on the proposed Conversion  Date
     deliver  to  the Paying Agent sufficient funds  to  pay  the
     Purchase  Price on the Bonds which were to be converted  and
     (ii)  if the Bonds to be converted are supported by a Credit
     Facility,  the Paying Agent, by 11:00 A.M. on  the  proposed
     Conversion Date, shall draw on the Credit Facility an amount
     which  is  sufficient to pay the Purchase Price on all  such
     Bonds  which were to have been converted.  In no event shall
     the failure of Bonds to be converted to another Mode for any
     reason be deemed to be, in and of itself, a Default or Event
     of  Default  under this Indenture, so long as  the  Purchase
     Price  of  all  Bonds  required  to  be  purchased  is  made
     available as provided above.

           (iii)      Mandatory  Tender for  Purchase.   On  each
     Effective  Date, Bonds in the Flexible Mode are  subject  to
     mandatory  tender  for purchase and shall  be  purchased  as
     provided in the form of Flexible Bonds.

     (d)  Daily Mode.

           (i)   Determination of Daily Rates.   The  Remarketing
     Agent shall determine the Daily Rate as provided in the form
     of  Daily  Bonds and shall notify the Paying Agent  and  the
     Company thereof by facsimile or by telephone not later  than
     9:00  A.M.  on  each  Business Day, and,  if  by  telephone,
     promptly confirmed in writing (including by facsimile).  The
     Paying  Agent shall give prompt notice of the Daily Rate  to
     the  Trustee.  Each determination and redetermination of the
     Daily  Rate  shall be conclusive and binding on the  Issuer,
     the Trustee, the Paying Agent, the Bank, the Company and the
     Bondholders.   The  Daily Rate for a date  which  is  not  a
     Business  Day  shall  be the Daily Rate  in  effect  on  the
     Business  Day  preceding such date.  If for any  reason  the
     Remarketing Agent fails to determine the Daily  Rate  or  if
     for  any  reason  such  manner  of  determination  shall  be
     determined  to be invalid or unenforceable, the  Daily  Rate
     shall  be equal to the lesser of (i) the BMA Municipal Index
     or (ii) the Maximum Interest Rate.

           (ii)  Conversions from Daily Mode.  The Bonds  in  the
     Daily Mode or any portion of such Bonds may be converted  at
     the  election  of the Company on any Business Day  from  the
     Daily  Mode  to the Weekly Mode, the Flexible  Mode  or  the
     Multiannual  Mode,  as provided in the form of Daily  Bonds,
     so  long as no Default hereunder exists as certified to  the
     Trustee  in  writing  by a Company Representative.   If  the
     Bonds that are to be converted to a different Mode are to be
     supported  by a Credit Facility in such different  Mode,  no
     such  conversion shall be effective unless the Company shall
     have  delivered  to the Paying Agent by 10:00  A.M.  on  the
     Conversion  Date  a Credit Facility in the minimum  required
     face  amount for the applicable Mode as provided in  Section
     3.15 and with a Stated Expiration Date not earlier than  (i)
     one  year  from  the Conversion Date in the  case  of  Bonds
     converted to the Flexible Mode or the Weekly Mode  and  (ii)
     five  (5) Business Days after the end of the Rate Period  in
     the  case of Bonds in the Multiannual Mode.  Written  notice
     of  a conversion of Bonds from the Daily Mode shall be given
     by  the  Company to the Issuer, the Trustee, the  Bank,  the
     Paying  Agent, the Remarketing Agent and S&P not fewer  than
     twenty-five  (25) nor more than sixty (60) days  before  the
     Conversion  Date,  which  date shall  be  specified  by  the
     Company in such notice.  Such notice shall also include  the
     Company's election whether or not the converted Bonds are to
     be  supported by a Credit Facility.  Notice of a  conversion
     of  Bonds  from  the  Daily Mode and,  if  applicable,   the
     mandatory  tender of Bonds for purchase on  such  Conversion
     Date  shall be given to the owners of such Bonds as provided
     in Section 3.01(d)(iv)(B) and the form of Daily Bonds.

           Each  notice required to be given under the  preceding
     paragraph  to the Issuer of a conversion shall be  given  by
     providing  telephonic notice of such change  to  the  Issuer
     Representative.   Unless the conversion is rejected  by  the
     Issuer  within one hour after such telephonic  notice,  such
     change shall become effective as otherwise provided herein.

           Notwithstanding  the foregoing, if the  conditions  to
     conversion  to  another Mode established  by  the  preceding
     paragraph are not met by 10:00 A.M. on the Conversion  Date,
     the  Paying Agent shall deem the proposed conversion to have
     failed  and  if the proposed conversion was to a Mode  other
     than  the  Weekly  Mode, the Paying Agent shall  immediately
     notify  the Company, the Trustee and the Remarketing  Agent,
     and  the  Bonds  shall  be subject to  mandatory  tender  as
     provided  in Section 3.01(d)(iv)(B).  In such event  (i)  if
     the  Bonds  to be converted are not supported  by  a  Credit
     Facility,  the  Company shall by 3:00 P.M. on  the  proposed
     Conversion Date deliver to the Paying Agent sufficient funds
     to  pay  the  Purchase Price on the Bonds which were  to  be
     converted  and  (ii)  if  the  Bonds  to  be  converted  are
     supported by a Credit Facility, the Paying Agent,  by  11:00
     A.M.  on  the  proposed Conversion Date, shall draw  on  the
     Credit  Facility an amount which is sufficient  to  pay  the
     Purchase  Price on all such Bonds which were  to  have  been
     converted.   In no event shall the failure of  Bonds  to  be
     converted to another Mode for any reason be deemed to be, in
     and  of  itself,  a Default or Event of Default  under  this
     Indenture,  so  long  as the Purchase  Price  of  all  Bonds
     required  to  be  purchased is made  available  as  provided
     above.

           (iii)     Bondholders' Option to Tender Bonds in Daily
     Mode.   Bonds in the Daily  Mode are subject to  tender,  at
     the election of the owner thereof, in the manner and subject
     to  the  limitations described in the form of  Daily  Bonds.
     The  owners of Tendered Bonds shall receive on the  Delivery
     Date 100% of the principal amount of the Tendered Bonds plus
     accrued interest to the Purchase Date, provided that if  the
     Purchase  Date is an interest payment date, accrued interest
     shall  be  paid separately to the registered owner  of  such
     Bond  as it appears on the registration books maintained  by
     the Paying Agent on the close of business on the record date
     in respect of such interest payment date, and not as part of
     the  Purchase Price on such date.  The purchase of  Tendered
     Bonds  shall  not  extinguish the debt represented  by  such
     Bonds  which shall remain Outstanding and unpaid under  this
     Indenture.

           The  Paying  Agent  shall accept  all  Tendered  Bonds
     properly tendered to it for purchase as provided in the form
     of  Daily  Bonds and in this Section 3.01(d)(iii); provided,
     however,  that, unless the Bonds are supported by  a  Credit
     Facility,  the  Paying Agent shall not accept  any  Tendered
     Bonds  and the Purchase Price therefor shall not be paid  if
     at  the time of tender or on the Purchase Date the principal
     of the Bonds shall have been accelerated pursuant to Section
     6.02 and such acceleration shall not have been annulled.

           The  Bondholder's Notice delivered to the Paying Agent
     as provided in the form of Daily Bonds prior to the Purchase
     Date   of  Tendered  Bonds  shall  contain  the  information
     specified in the form of Daily Bond.

          As soon as practicable but not later than 10:00 A.M. on
     the date of the receipt of a Bondholder Election Notice with
     respect  to  an optional tender of Bonds, the  Paying  Agent
     shall notify the Remarketing Agent, the Bank and the Trustee
     by  telephone, promptly confirmed in writing,  of the amount
     of Tendered Bonds and the specified Purchase Date.

          (iv) Events Requiring Mandatory Tender of Daily Bonds.

                (A)  Expiration of Credit Facility.  If Bonds  in
          the Daily Mode are supported by a Credit Facility, such
          Bonds in the Daily Mode are subject to mandatory tender
          for purchase as provided in the form of Daily Bonds  in
          connection   with   the   expiration   or   termination
          (including a substitution or replacement) of the Credit
          Facility  unless at least 25 days prior to  the  second
          Business Day preceding the Expiration Date of the  then
          current  Credit Facility, the Paying Agent has received
          written  notice  that  such Credit  Facility  has  been
          extended.  At  least fifteen (15)  days  prior  to  the
          mandatory  tender  date, the Paying  Agent  shall  give
          notice  to  the  Trustee  and the  Bondholders  of  the
          mandatory tender of Bonds.

                (B)  Change in Mode.  In the event that Bonds  in
          the Daily Mode are converted to another Mode other than
          the  Weekly  Mode, such Bonds are subject to  mandatory
          tender  for  purchase upon not less than  fifteen  (15)
          days' prior written notice from the Paying Agent to the
          Bondholders  as  provided in the form of  Daily  Bonds,
          which notice shall state that the Bonds are subject  to
          mandatory tender for purchase on the Conversion Date.

                 (C)    Substitution  or  Replacement  of  Credit
          Facility.  If Bonds in the Daily Mode are supported  by
          a  Credit  Facility, such Bonds in the Daily  Mode  are
          subject to mandatory tender for purchase on the date of
          substitution or replacement of the then current  Credit
          Facility  as  provided in the form of  Daily  Bonds  in
          connection with the substitution or replacement of  the
          Credit Facility in accordance with Section 3.15(a).  At
          least  fifteen (15) days prior to the mandatory  tender
          date, the Paying Agent shall give notice to the Trustee
          and the Bondholders of the mandatory tender of Bonds.
     
     (e)  Weekly Mode.

           (i)   Determination of Weekly Rates.  The  Remarketing
     Agent  shall  determine the Weekly Rate as provided  in  the
     form  of Weekly Bonds and shall notify the Paying Agent  and
     the  Company thereof by facsimile or by telephone not  later
     than  2:00  P.M. on the Business Day preceding the Effective
     Date,  and,  if by telephone, promptly confirmed in  writing
     (including  by  facsimile).  The  Paying  Agent  shall  give
     prompt  notice  of  the Weekly Rate to  the  Trustee.   Each
     determination and redetermination of the Weekly  Rate  shall
     be  conclusive and binding on the Issuer, the  Trustee,  the
     Paying Agent, the Bank, the Company and the Bondholders.  If
     for  any reason the Remarketing Agent fails to determine the
     Weekly   Rate   or  if  for  any  reason  such   manner   of
     determination   shall  be  determined  to  be   invalid   or
     unenforceable, the Rate Period for the Bonds shall be deemed
     to  be  the  Daily Rate Period and the Daily Rate  shall  be
     equal  to the lesser of (i) the BMA Municipal Index or  (ii)
     the Maximum Interest Rate.

           (ii)  Conversions from Weekly Mode.  The Bonds in  the
     Weekly Mode or any portion of such Bonds may be converted at
     the  election  of the Company on any Business Day  from  the
     Weekly  Mode  to the Daily Mode, the  Flexible Mode  or  the
     Multiannual Mode as provided in the form of Weekly Bonds, so
     long  as  no  Default hereunder exists as certified  to  the
     Trustee  in  writing  by a Company Representative.   If  the
     Bonds that are to be converted to a different Mode are to be
     supported  by a Credit Facility in such different  Mode,  no
     such  conversion shall be effective unless the Company shall
     have  delivered  to the Paying Agent by 10:00  A.M.  on  the
     Conversion  Date  a Credit Facility in the minimum  required
     face  amount for the applicable Mode as provided in  Section
     3.15 and with a Stated Expiration Date not earlier than  (i)
     one  year  from  the Conversion Date in the  case  of  Bonds
     converted  to the Flexible Mode or the Daily Mode  and  (ii)
     five  (5) Business Days after the end of the Rate Period  in
     the  case of Bonds in the Multiannual Mode.  Written  notice
     of a conversion of Bonds from the Weekly Mode shall be given
     by  the  Company to the Issuer, the Trustee, the  Bank,  the
     Paying  Agent, the Remarketing Agent and S&P not fewer  than
     twenty-five  (25) nor more than sixty (60) days  before  the
     Conversion  Date,  which  date shall  be  specified  by  the
     Company in such notice.  Such notice shall also include  the
     Company's election whether or not the converted Bonds are to
     be  supported by a Credit Facility.  Notice of a  conversion
     of  Bonds  from  the  Weekly Mode and,  if  applicable,  the
     mandatory  tender of Bonds for purchase on  such  Conversion
     Date, shall be given to the owners of such Bonds as provided
     in Section 3.01(e)(iv)(B) and the form of Weekly Bonds.

           Each  notice required to be given under the  preceding
     paragraph  to the Issuer of a conversion shall be  given  by
     providing  telephonic notice of such change  to  the  Issuer
     Representative.   Unless the conversion is rejected  by  the
     Issuer  within one hour after such telephonic  notice,  such
     change shall become effective as otherwise provided herein.

           Notwithstanding  the foregoing, if the  conditions  to
     conversion  to  another Mode established  by  the  preceding
     paragraph are not met by 10:00 A.M. on the Conversion  Date,
     the  Paying Agent shall deem the proposed conversion to have
     failed  and  if the proposed conversion was to a Mode  other
     than  the  Daily  Mode, the Paying Agent  shall  immediately
     notify  the Company, the Trustee and the Remarketing  Agent,
     and  the  Bonds  shall  be subject to  mandatory  tender  as
     provided in Section 3.01(e)(iv)(B).   In such event  (i)  if
     the  Bonds  to be converted are not supported  by  a  Credit
     Facility,  the  Company shall by 3:00 P.M. on  the  proposed
     Conversion Date deliver to the Paying Agent sufficient funds
     to  pay  the  Purchase Price on the Bonds which were  to  be
     converted  and  (ii)  if  the  Bonds  to  be  converted  are
     supported by a Credit Facility, the Paying Agent,  by  11:00
     A.M.  on  the  proposed Conversion Date, shall draw  on  the
     Credit  Facility an amount which is sufficient  to  pay  the
     Purchase  Price on all such Bonds which were  to  have  been
     converted.   In no event shall the failure of  Bonds  to  be
     converted to another Mode for any reason be deemed to be, in
     and  of  itself,  a Default or Event of Default  under  this
     Indenture,  so  long  as the Purchase  Price  of  all  Bonds
     required  to  be  purchased is made  available  as  provided
     above.

          (iii)     Bondholders' Option to Tender Bonds in Weekly
     Mode.   Bonds in the Weekly  Mode are subject to tender,  at
     the election of the owner thereof, in the manner and subject
     to  the  limitations described in the form of Weekly  Bonds.
     The  owners of Tendered Bonds shall receive on the  Delivery
     Date 100% of the principal amount of the Tendered Bonds plus
     accrued interest to the Purchase Date, provided that if  the
     Purchase  Date is an interest payment date, accrued interest
     shall  be  paid separately to the registered owner  of  such
     Bond  as it appears on the registration books maintained  by
     the Paying Agent on the close of business on the record date
     in respect of such interest payment date, and not as part of
     the  Purchase Price on such date.  The purchase of  Tendered
     Bonds  shall  not  extinguish the debt represented  by  such
     Bonds  which shall remain Outstanding and unpaid under  this
     Indenture.

           The  Paying  Agent  shall accept  all  Tendered  Bonds
     properly tendered to it for purchase as provided in the form
     of  Weekly Bonds and in this Section 3.01(e)(iii); provided,
     however,  that, unless the Bonds are supported by  a  Credit
     Facility,  the  Paying Agent shall not accept  any  Tendered
     Bonds  and the Purchase Price therefor shall not be paid  if
     at  the time of tender or on the Purchase Date the principal
     of the Bonds shall have been accelerated pursuant to Section
     6.02 and such acceleration shall not have been annulled.

           The  Bondholder's Notice delivered to the Paying Agent
     as  provided  in  the  form of Weekly  Bonds  prior  to  the
     Purchase   Date   of  Tendered  Bonds  shall   contain   the
     information specified in the form of Weekly Bond.

           As  soon  as practicable after receipt of a Bondholder
     Election Notice with respect to an optional tender of Bonds,
     the  Paying  Agent shall notify the Remarketing  Agent,  the
     Bank  and the Trustee by telephone of the amount of Tendered
     Bonds and the specified Purchase Date.

          (iv) Events Requiring Mandatory Tender of Weekly Bonds.

                (A)  Expiration of Credit Facility.  If Bonds  in
          the  Weekly  Mode  are supported by a Credit  Facility,
          such  Bonds in the Weekly Mode are subject to mandatory
          tender  for purchase as provided in the form of  Weekly
          Bonds  in connection with the expiration or termination
          (including a substitution or replacement) of the Credit
          Facility  unless at least 25 days prior to  the  second
          Business Day preceding the Expiration Date of the  then
          current  Credit Facility, the Paying Agent has received
          written  notice  that  such Credit  Facility  has  been
          extended.  At  least fifteen (15)  days  prior  to  the
          mandatory  tender  date, the Paying  Agent  shall  give
          notice  to  the  Trustee  and the  Bondholders  of  the
          mandatory tender of Bonds.

                (B)  Change in Mode.  In the event that Bonds  in
          the  Weekly  Mode are converted to another  Mode  other
          than  the  Daily  Mode,  such  Bonds  are  subject   to
          mandatory  tender  for  purchase  upon  not  less  than
          fifteen (15) days' prior written notice from the Paying
          Agent  to  the Bondholders as provided in the  form  of
          Weekly  Bonds, which notice shall state that the  Bonds
          are  subject  to mandatory tender for purchase  on  the
          Conversion Date.

                 (C)    Substitution  or  Replacement  of  Credit
          Facility.  If Bonds in the Weekly Mode are supported by
          a  Credit  Facility, such Bonds in the Weekly Mode  are
          subject to mandatory tender for purchase on the date of
          substitution or replacement of the then current  Credit
          Facility  as  provided in the form of Weekly  Bonds  in
          connection with the substitution or replacement of  the
          Credit Facility in accordance with Section 3.15(a).  At
          least  fifteen (15) days prior to the mandatory  tender
          date, the Paying Agent shall give notice to the Trustee
          and the Bondholders of the mandatory tender of Bonds.

     (f)  Multiannual Mode.

            (i)    Determination   of  Multiannual   Rate.    The
     Remarketing  Agent shall determine the Multiannual  Rate  as
     provided  in the form of Multiannual Bonds and shall  notify
     the Paying Agent and the Company thereof by facsimile or  by
     telephone  not  later than 1:00 P.M. two (2)  Business  Days
     preceding the Effective Date, and, if by telephone, promptly
     confirmed  in writing (including by facsimile).  The  Paying
     Agent  shall give prompt notice of the Multiannual  Rate  to
     the  Trustee.  Each determination and redetermination of the
     Multiannual  Rate  shall be conclusive and  binding  on  the
     Issuer,  the  Trustee,  the  Paying  Agent,  the  Bank,   if
     applicable,  the Company and the Bondholders.   If  for  any
     reason   the  Remarketing  Agent  fails  to  determine   the
     Multiannual  Rate  or  if  for any  reason  such  manner  of
     determination   shall  be  determined  to  be   invalid   or
     unenforceable, the Rate Period for the Bonds shall be deemed
     to  be  the  Daily Rate Period and the Daily Rate  shall  be
     equal  to the lesser of (i) the BMA Municipal Index or  (ii)
     the Maximum Interest Rate.

           (ii) Conversions from Multiannual Mode and Changes  of
     Rate  Period.   The  Bonds in the Multiannual  Mode  or  any
     portion  of  such Bonds may be converted at the election  of
     the  Company  on and only on the Purchase Date  relating  to
     each  such  Bond from the Multiannual Mode to  the  Flexible
     Mode, the Daily Mode or the Weekly Mode and may be converted
     within  the Multiannual Mode to a new Rate Period  with  the
     same  or  a  different length as provided  in  the  form  of
     Multiannual Bonds, so long as no Default hereunder exists as
     certified   to   the  Trustee  in  writing  by   a   Company
     Representative.  If the Bonds that are to be converted to  a
     different  Mode  or  to  another  Rate  Period  within   the
     Multiannual Mode are to be supported by a Credit Facility in
     such  different Mode, no such conversion shall be  effective
     unless the Company shall have delivered to the Paying  Agent
     by  10:00  A.M. on the Conversion Date a Credit Facility  in
     the minimum required face amount for the applicable Mode  as
     provided  in Section 3.15 and with a Stated Expiration  Date
     not  earlier than (i) one year from the Conversion  Date  in
     the  case  of  Bonds converted to the Flexible Mode  or  the
     Daily Mode and (ii) five (5) Business Days after the end  of
     the  Rate  Period  in the case of Bonds in  the  Multiannual
     Mode.   Written  notice of a change in Mode or  Rate  Period
     within the Multiannual Mode shall be given by the Company to
     the  Issuer, the Trustee, the Paying Agent,  the Remarketing
     Agent,  S&P  and  the Bank, if applicable,  not  fewer  than
     twenty-five  (25) nor more than sixty (60) days  before  the
     Conversion  Date.   Such  notice  shall  also  include   the
     Company's election whether or not the converted Bonds are to
     be supported by a Credit Facility.

           Each  notice required to be given under the  preceding
     paragraph  to the Issuer of a conversion shall be  given  by
     providing  telephonic notice of such change  to  the  Issuer
     Representative.   Unless the conversion is rejected  by  the
     Issuer  within one hour after such telephonic  notice,  such
     change shall become effective as otherwise provided herein.

           Notwithstanding  the foregoing, if the  conditions  to
     conversion  to another Mode or a new Rate Period within  the
     Multiannual Mode established by the preceding paragraphs are
     not  met  by  10:00 A.M. on the Conversion Date, the  Paying
     Agent shall deem the proposed conversion to have failed and;
     if  the proposed conversion was to have been to a Mode other
     than   the  Daily  Mode, the Paying Agent shall  immediately
     notify  the Company, the Trustee and the Remarketing  Agent.
     In  such  event,  (i) if the Bonds to be converted  are  not
     supported  by a Credit Facility, the Company shall  by  3:00
     P.M.  on the proposed Conversion Date deliver to the  Paying
     Agent  sufficient  funds to pay the Purchase  Price  on  the
     Bonds which were to be converted and (ii) if the Bonds to be
     converted  are  supported by a Credit Facility,  the  Paying
     Agent, by 12:00 noon on the proposed Conversion Date,  shall
     draw on the Credit Facility an amount which is sufficient to
     pay  the Purchase Price on all such Bonds which were to have
     been  converted.  In no event shall the failure of Bonds  to
     be converted to another Mode for any reason be deemed to be,
     in  and of itself, a Default or Event of Default under  this
     Indenture,  so  long  as the Purchase  Price  of  all  Bonds
     required  to  be  purchased is made  available  as  provided
     above.

           (iii)      Mandatory  Tender for  Purchase.   On  each
     Effective Date, Bonds in the Multiannual Mode are subject to
     mandatory  tender  for purchase and shall  be  purchased  as
     provided in the form of Multiannual Bond.

           (iv)  Specification of Redemption Periods and  Prices.
     The  Company  may, in its notice of conversion  pursuant  to
     Sections    3.01(c)(ii),   3.01(d)(ii),   3.01(e)(ii)    and
     3.01(f)(ii),  specify  periods during  which  Bonds  may  be
     redeemable and prices at which Bonds may be redeemed at  the
     option  of the Company that differ from those set  forth  in
     tabular  form in the form of Multiannual Bond set  forth  in
     Section  3.01(a)(v) and such alternative redemption  periods
     and  prices shall take effect unless the Issuer rejects  the
     conversion  or  accepts  the  conversion  but  rejects   the
     alternative redemption periods and prices.

      (g)   Favorable Opinion of Tax Counsel Required for Certain
Conversions.  Notwithstanding anything in this Indenture  to  the
contrary, the Company must deliver to the Issuer, the Trustee and
the  Remarketing  Agent  an  opinion  of  counsel  of  nationally
recognized  standing  in matters relating  to  the  exclusion  of
interest from gross income on obligations issued by or on  behalf
of  states and their political subdivisions whenever there  is  a
change from a period during which the interest rate on the  Bonds
is  set at intervals of 365 days or less to a period during which
the  interest rate on the Bonds is set at intervals in excess  of
365  days, or vice versa or to a Multiannual Period for which the
Company  has  specified redemption periods or prices pursuant  to
Section 3.01(f)(iv). Such opinion must be to the effect that  the
action proposed to be taken is permitted by the laws of the State
and by this Indenture and will not adversely affect any exclusion
from gross income for federal income tax purposes of interest  on
the  Bonds.  The delivery of such opinion by the Company  to  the
Issuer, the Trustee and the Remarketing Agent shall constitute  a
condition  precedent  to the change in the  interest  period,  as
described  above, except that the failure of the  Company  to  so
deliver   such  opinion  (after  requesting  such  opinion   from
qualified counsel) shall not prevent the conversion from any Mode
to  the  Daily  Rate  upon  the failure to  meet  the  conditions
precedent to a proposed conversion, as provided in the  forms  of
the  Weekly Bonds, the Flexible Bonds and the Multiannual  Bonds;
provided  that in the absence of such opinion (when  required  as
provided  in  this  Section 3.01(g)), Bonds so converted  to  the
Daily  Rate  shall  not  be remarketed by the  Remarketing  Agent
unless  either (i) such opinion is subsequently delivered by  the
Company  prior  to the remarketing or (ii) the Remarketing  Agent
discloses  in  writing to the purchaser of such  Bonds  that  the
Company has not so delivered such opinion.

      (h)   Partial  Conversions.  The Bonds may be converted  in
whole or in part to the Flexible Mode, the Daily Mode, the Weekly
Mode  or  any Rate Period in the Multiannual Mode upon compliance
with  the conditions set forth in this  Indenture.  In the  event
the  Bonds are in (or are to be converted to) more than one Mode,
the  provisions  of  this  Indenture  relating  to  Bonds  in   a
particular  Mode (or to be converted to a particular Mode)  shall
apply only to the Bonds in (or to be converted to) such Mode and,
where  necessary or appropriate, any reference in this  Indenture
to  the Bonds shall be construed to mean the Bonds in (or  to  be
converted  to) such Mode and any reference to Credit Facility  or
Bank  shall  be construed to mean the Credit Facility  supporting
the  Bonds  in  (or to be converted to) such Mode  and  the  Bank
issuing that Credit Facility.
      (i)  Cancellation and Destruction of Bonds.  All Bonds paid
or  redeemed, either at or before maturity, shall be delivered to
the  Paying  Agent when such payment or redemption is  made,  and
such Bonds, together with all Bonds purchased by the Paying Agent
and  all  Bonds surrendered in any exchanges or transfers,  shall
thereupon be promptly canceled.  All Bonds acquired and owned  by
the  Company  and delivered to the Paying Agent for  cancellation
shall  be  deemed paid and shall be promptly canceled.  Bonds  so
canceled may at any time be cremated or otherwise disposed of  at
the  discretion  of the Paying Agent, which, in any  such  event,
shall  execute a certificate of cremation, destruction  or  other
disposition  in  duplicate  by  the  signature  of  one  of   its
authorized   signatories  describing  the  Bonds   so   cremated,
otherwise  destroyed  or  otherwise disposed  of,  and  one  such
executed  certificate shall be filed with  the  Company  and  the
other  such executed certificate shall be retained by the  Paying
Agent.  Under no circumstances shall the Paying Agent be required
to  cremate or destroy any Bonds.  The Paying Agent shall provide
written  notice to the Trustee, S&P, if the Bonds are then  rated
by  S&P, of the final payment or redemption of any of the  Bonds,
either  at  or  before maturity, upon cancellation  of  any  such
Bonds.

      (j)   Replacement  of Bonds.  Replacement  Bonds  shall  be
issued pursuant to applicable law and the reasonable requirements
of  the  Paying Agent and Trustee as a result of the destruction,
theft,  loss  or mutilation of the Bonds provided that:  (i)  the
costs  of  a  replacement  shall be paid  or  reimbursed  by  the
applicant,  who  shall  provide  indemnification  in  an   amount
satisfactory  to the Issuer, the Trustee, the Paying  Agent,  the
Remarketing  Agent  and  the Company against  all  liability  and
expense  in connection therewith, (ii) in the case of a mutilated
Bond  the Bondholder shall surrender the Bond to the Paying Agent
for  cancellation  and (iii) in the case of  a  lost,  stolen  or
destroyed   Bond,   the   Bondholder  shall   provide   evidence,
satisfactory to the Paying Agent, of the ownership and the  loss,
theft or destruction of the affected Bond.

      Upon  compliance  with the foregoing, a new  Bond  of  like
series  designation,  tenor  and denomination,  executed  by  the
Issuer,  shall be authenticated by the Paying Agent and delivered
to  the Bondholder, all at the expense of the Bondholder to  whom
the substitute Bond is delivered.  Notwithstanding the foregoing,
the  Paying  Agent  shall  not be required  to  authenticate  and
deliver  any  substitute for a Bond which  has  been  called  for
redemption or which has matured or is about to mature and, in any
such case, the principal or redemption price then due or becoming
due  shall  be  paid by the Paying Agent in accordance  with  the
terms  of  the mutilated, lost, stolen or destroyed Bond  without
substitution therefor.

      (k)   Interest on Overdue Principal.  Any overdue principal
of   any   Bond  shall  bear  interest  after  its  maturity   or
acceleration at the last interest rate in effect on that Bond.

      Section 3.02. Construction Fund; Payments from Construction
Fund.

      (a)  The Construction Fund, consisting of two accounts, one
of  which is the "Bond Proceeds Account" and the other being  the
"Facilities Construction Account," is hereby created.  The Issuer
shall  deposit all of the proceeds from the sale and delivery  of
the  Bonds  into the Bond Proceeds Account.  The amount  of  such
proceeds,  if any, attributable to accrued interest on the  Bonds
shall  be  transferred by the Trustee, upon written direction  of
the Issuer, and deposited into the Debt Service Fund and shall be
disbursed  by  the Trustee upon written instruction  as  provided
herein  to pay interest on the Bonds.  Amounts on deposit in  the
Bond Proceeds Account after the transfer, if any, required by the
immediately preceding sentence shall be drawn on by the Issuer by
written  direction to the Trustee and used by the Issuer  (1)  to
make  the initial payment from the Bond Proceeds Account  to  the
Company  to  reimburse  it  for  moneys  previously  expended  as
provided in the Facilities Agreement and Section 3.02(c)  hereof,
and  (2) to pay the Costs of Issuance of the Bonds (but not costs
of  issuance, including underwriters' discount, if any, in excess
of  two percent of the proceeds from the sale of the Bonds)  when
due  and payable.  The remainder of the funds on deposit  in  the
Bond  Proceeds Account after application as provided for  in  the
immediately  preceding  sentence  shall  be  transferred  by  the
Trustee, upon written direction of the Issuer, and deposited into
the  Facilities  Construction Account.   Upon  receiving  written
instructions  from the Company or the Issuer as provided  herein,
the Trustee on behalf of the Issuer shall disburse funds from the
Facilities Construction Account to the Company for payment of the
cost of acquisition of the Facilities.

      (b)   The Issuer hereby gives its express written authority
to  the Company to direct the investment of moneys on deposit  in
the  Construction  Fund  by the Trustee as hereinafter  provided.
The Issuer hereby finds and determines that the investment of any
money  held  as  part  of the Construction  Fund  in  obligations
hereinafter  permitted will yield the highest  possible  rate  of
return  while  providing necessary protection  of  the  principal
consistent  with the needs for such moneys under  this  Indenture
and  the  Facilities Agreement.  Any moneys held as part  of  the
Construction Fund shall be invested or reinvested by the  Trustee
in  the same manner as provided in this Indenture with respect to
moneys  held  as part of the Debt Service Fund.  The proceeds  of
any  investments  made  with moneys in  the  respective  accounts
within  the  Construction Fund shall be  credited  to  each  such
account.

     (c)  Concurrently with, or as soon as practicable after, the
delivery  to the Trustee by the Issuer of the proceeds  from  the
sale and delivery of the Bonds, the Trustee shall make an initial
disbursement, if requested by the Company in the manner described
below  for disbursements from the Construction Fund, to reimburse
the  Company  for  any  cost  of  acquisition,  construction  and
improvement  of the Facilities, as defined and provided  in  this
Indenture,  paid  by, or provided to the Issuer by,  the  Company
prior  to  such  date of delivery.  The Trustee shall  make  such
initial disbursement, if requested, and shall make any subsequent
disbursements,  from the Facilities Construction Account  of  the
Construction  Fund for any Cost of Construction  as  defined  and
provided in this Indenture, from time to time upon receipt by the
Trustee  of  a  request  of the Company  signed  by  the  Company
Representative, in the form attached hereto as Exhibit A, a  copy
of  which  shall concurrently be delivered to the  Issuer.   Such
request  shall be accompanied by a bill or statement  of  account
for such obligation.

     (d)  The Trustee and the Issuer shall rely fully on any such
request  and  certificate delivered pursuant to this Section  and
shall  not  be  required to make any investigation in  connection
therewith; provided, however, that within a reasonable time after
the submission of any such request and certificate and before  or
after  disbursement of the amounts requested, the duly authorized
representatives  of  the  Issuer may  inspect  the  invoices  and
statements which are the basis for disbursement requested by  the
Company.   The Issuer may conduct a final audit prior to  closing
out the Construction Fund or disposing of any surplus therein  as
provided in Subsection (f) hereof.  Such audit shall be conducted
by  the  Issuer's  auditors or accountants, and  the  payment  of
expense  of  any such audit shall be paid from a disbursement  by
the Trustee from the Construction Fund.  Such audit shall contain
a  detailed  statement concerning the receipt and disposition  of
all  money  deposited into the Construction Fund,  and  an  asset
statement or balance sheet for the Construction Fund.  A copy  of
such  audit shall be filed with the Issuer, the Trustee  and  the
Company.  If amounts disbursed by the Trustee with respect to any
portion  of  the Facilities exceed the cost thereof, the  Company
shall promptly repay such over disbursement into the Construction
Fund.

     (e)  As directed in writing by the Issuer and subject to the
written approval of the Company Representative, the Trustee shall
disburse  to the Issuer out of the Bond Proceeds Account  of  the
Construction Fund all of the Issuer's actual expenses  and  Costs
of   Issuance  of  such  Bonds,  including,  without  limitation,
printing  and  engraving  expenses,  the  fees  and  expenses  of
accountants,  financial  advisors  and  attorneys,  and,  to  the
Trustee,  the  initial fees and expenses  of  the  Trustee.   The
reasonable  costs and expenses related to the investment  of  the
Construction Fund shall be paid from the Construction Fund.

     (f)  If, upon the completion of the Facilities (as evidenced
by  a  completion certificate signed by the Company and delivered
to  the  Trustee), there shall be any surplus funds remaining  in
the Construction Fund not required to provide for the payment  of
the  costs of acquisition, construction and improvements  of  the
Facilities,  such funds shall, upon the written  request  of  the
Company  Representative, either (1) be used  by  the  Trustee  to
purchase  Bonds  at  any reasonable price as  determined  by  the
Company  Representative, which price, however, shall  not  exceed
the  principal amount thereof plus accrued interest thereon;  (2)
be  applied  toward  the costs of acquisition,  construction  and
improvement  of  additional  dock and  wharf  facilities  in  the
Issuer; (3) be used for any combination of (1) and (2) above;  or
(4)  if  the  Bonds are then subject to redemption, any  of  such
funds  not  to be used in a manner set forth in (1) or (2)  above
shall  be applied to redeem Bonds in the largest principal amount
then  subject  to redemption that does not exceed the  amount  of
such  funds  (whether or not the Trustee shall have received  any
direction  from the Company with respect thereto); provided  that
prior to any such application under (2) above the Issuer and  the
Trustee shall have been furnished with an unqualified opinion  of
Bond  Counsel, to the effect that the acquisition or construction
of   such  dock  and  wharf  facilities  will  constitute  proper
corporate  purposes  of  the Issuer  under  the  Act,  that  such
facility or facilities constitute a facility which the Issuer  is
authorized  to finance through the issuance of its revenue  bonds
under  the  Act  and  this  Indenture, and  that  the  Facilities
Agreement is amended, if and as necessary, to add such project to
the definition of the term "Facilities" as used in the Facilities
Agreement and that the acquisition and construction of such  dock
and  wharf  facilities will not adversely affect  the  tax-exempt
status  of  the  Bonds.   Any  of  such  surplus  funds  in   the
Construction Fund not to be applied for the purposes set forth in
(1), (2) or (3) above or which may not be applied to redeem Bonds
in  accordance  with clause (4) above shall be  deposited  in  an
escrow  account  (outside the Debt Service Fund)  and  moneys  on
deposit  in  such  escrow account shall be  applied  to  pay  the
principal  of  Bonds  upon  redemption thereof  on  the  earliest
possible  redemption  date.  Notwithstanding  the  foregoing,  no
surplus  funds shall be used to purchase or redeem Bonds  secured
by  a  Credit  Facility  unless and until such  funds  constitute
Eligible Funds.

      (g)  If the principal of the Bonds and the interest accrued
thereon shall become immediately due and payable as the result of
an  Event of Default specified in this Indenture, or if the Bonds
shall be redeemed as a whole in accordance with their terms or if
the Facilities Agreement is terminated in accordance with Section
2.2  of  the Facilities Agreement prior to the completion of  the
Facilities,   any  proceeds  of  the  Bonds  remaining   in   the
Construction Fund (not otherwise required to be deposited to  the
Rebate  Fund  by  Section  4.02 (g)  hereof)  shall  be  promptly
deposited  into  the Debt Service Fund and used  by  the  Trustee
either  for the purpose of paying principal of, premium, if  any,
and interest on the Bonds when due or, if a Credit Facility is in
effect for any Bond, for the purpose of reimbursing the Bank  for
the  amount of any drawing under a Credit Facility in respect  of
such  Bond.   In connection with release of this Indenture  under
the  terms  hereof, any proceeds of the Bonds  remaining  in  the
Construction Fund shall be either (1) promptly deposited  by  the
Trustee into the Debt Service Fund and shall be applied to reduce
the  amount  of  the next succeeding payment or payments  of  the
Facilities  Payments  by  the Company or  (2)  upon  the  written
request  of the Company, applied to the purchase, at a price  not
in  excess of the principal amount thereof, of Bonds in the  open
market,  which  Bonds  shall  thereupon  be  canceled;  provided,
however,  that if a Credit Facility is in effect with respect  to
any  Bond,  no  amount will be paid in respect of  principal  of,
interest  on  or purchase price of such Bond unless  such  amount
constitutes Eligible Funds.  The Trustee shall have the right  to
take  appropriate action by judicial proceedings or otherwise  to
enforce this Section.

     Section 3.03.  [Reserved Section]

     Section 3.04.  Debt Service Fund.

      (a)   Establishment and Purpose.   A Debt Service  Fund  is
hereby established with the Trustee and moneys shall be deposited
therein as provided in this Indenture.  The Issuer hereby  grants
to  the Trustee for the benefit of the Bondholders and the  Bank,
to the extent provided below, a security interest in all deposits
in the Debt Service Fund.  The Trustee acknowledges that it holds
the  Debt Service Fund as agent for the Bondholders and the Bank,
as  their  interests may appear.  The moneys in the Debt  Service
Fund  and any investments held as part of such Debt Service  Fund
shall be held in trust and, except as otherwise provided in  this
Indenture, shall be applied solely to pay principal of,  premium,
if  any,  and  interest  on, the Bonds.   The  Trustee  may  keep
separate subaccounts of funds in any account of the Debt  Service
Fund  as  is  deemed necessary by the Trustee for the proper  and
efficient  management of the Debt Service Fund  (and  shall  keep
separate accounts if the Bonds are secured by a Credit Facility),
including  a subaccount kept in regards to any of such  funds  as
shall  from  time to time be deposited in an account  (a  "Paying
Agent  Subaccount") in respect of the Bonds, as shall  have  been
established  by the Trustee with the Paying Agent,  at  any  time
when  the Trustee is not also the Paying Agent.  Any Paying Agent
Subaccount shall be established and maintained in the name of the
Trustee,  as Trustee under this Indenture, and shall specify  the
designation of the Bonds.  As between the Trustee and the  Paying
Agent,  the Trustee shall be the sole and absolute owner  of  the
Paying  Agent  Subaccount, and the Paying  Agent  shall  have  no
rights  thereto or in any of the moneys deposited therein,  other
than  the right to make withdrawals therefrom pursuant to Section
3.06(d).  When moneys in the Debt Service Fund are to be  applied
to  the  payment  of the Bonds, the Trustee shall  transfer  such
moneys  to  the  Paying  Agent on the payment  date  therefor  in
immediately  available funds, less the amount of any such  moneys
as  shall be withdrawn by the Paying Agent from the Paying  Agent
Subaccount  pursuant  to Section 3.06(d).  Proceeds  of  drawings
under  a  Credit  Facility shall not be  deposited  in  the  Debt
Service  Fund, but shall be held by the Paying Agent pursuant  to
Section 3.11 in trust and applied as provided in this Indenture.

     (b)  Excess in Debt Service Fund.  If at any time the amount
of  funds  in  any account of the Debt Service Fund  exceeds  the
amount  necessary to pay the principal of, premium, if  any,  and
interest  on the Bonds to which the account pertains in full  and
all  amounts  owing or to be owing under this  Indenture  to  the
Issuer,  the  Trustee  and the Paying Agent,  then  the  Trustee,
without  further instructions, may disburse such excess first  to
the  Bank, if any, in fulfillment of any obligations owed  to  it
under  the  Reimbursement Agreement, as certified  by  the  Bank,
second, to the Trustee in fulfillment of any obligations owed  to
it  under  this Indenture, and third, if any balance remains,  to
the Company.

      (c)  Unclaimed Moneys.  Except as may otherwise be required
by the unclaimed property laws of the State of Louisiana, in case
any moneys deposited with the Paying Agent for the payment of the
Purchase  Price or principal of, premium, if any, or interest  on
any  Bond  remain  unclaimed for two years  after  such  Purchase
Price, principal, premium or interest has been paid or has become
due  and  payable, the Paying Agent or the Trustee may, and  upon
receipt  of a written request by a Company Representative  shall,
pay over to the Company the amount so deposited and thereupon the
Trustee,  the Paying Agent and the Issuer shall be released  from
any  further  liability  with respect  to  the  payment  of  such
Purchase Price or principal, premium or interest and the owner of
such Bond shall be entitled (subject to any applicable statute of
limitations) to look only to the Company as an unsecured creditor
for the payment thereof.

      Section 3.05.  Application of Moneys.  If available  moneys
in any account of the Debt Service Fund are not sufficient on any
day  to  pay all principal, premium, if any, and interest on  the
Outstanding  Bonds then due or overdue, such moneys shall,  after
payment of all amounts owing to the Trustee and the Paying  Agent
under  this  Indenture,  be  applied  first  to  the  payment  of
interest,  including interest on overdue principal, in the  order
in  which  the same became due (pro rata with respect to interest
which  became due at the same time) and second to the payment  of
principal and redemption premiums, if any, without regard to  the
order  in  which the same became due in each case pro rata  among
Bondholders; provided, however, that amounts drawn  on  a  Credit
Facility  (if any) shall be applied exclusively to pay  interest,
premium,  if any, and principal on Bonds supported by the  Credit
Facility  in  accordance with the Credit Facility  prior  to  the
application of any other moneys then available to the Trustee  or
the  Paying Agent.  In the event there exist Company Bonds on the
date  of  any  application of moneys under this  Section,  moneys
otherwise  to  be  paid to the Company pursuant to  this  Section
shall  be  applied (subject to Section 3.06(c)(iii)) as  follows:
first, so long as all payments due on Bonds supported by a Credit
Facility  have been made, pro rata to all Bondholders other  than
the  Company, otherwise first, pro rata to all Bondholders  other
than  the Bank and the Company, second (and irrespective of which
clause  first applies), if any balance remains, to  the  Bank  in
fulfillment of any obligations owed to it under the Reimbursement
Agreement  or  any  Pledged Bonds (to the  extent  not  satisfied
pursuant  to  clause  first), and third, if any  further  balance
remains,  to  the  Company  in  respect  of  any  Company  Bonds.
Whenever moneys are to be applied pursuant to this Section,  such
moneys shall be applied at such times, and from time to time,  as
the  Trustee in its discretion shall determine, having due regard
to  the  amount  of  such  moneys  becoming  available  for  such
application  and  the  likelihood of additional  moneys  becoming
available for such application in the future.  The Trustee  shall
incur no liability whatsoever to the Issuer, to the Bondholder or
any  other  person for any delay in applying any such  moneys  so
long  as  the Trustee acts with reasonable diligence, having  due
regard for the circumstances, and ultimately applies the same  in
accordance  with  the  provisions of this  Indenture  as  may  be
applicable  at  the  time  of  the application  by  the  Trustee.
Whenever the Trustee shall exercise such discretion it shall  fix
the  date  (which  shall be the first day of a month  unless  the
Trustee  shall deem another date more suitable) upon  which  such
application  is  to be made, and upon such date interest  on  the
amounts  of  principal paid on such date shall cease  to  accrue.
Whenever overdue interest is to be paid on the Bonds, the Trustee
may  establish a special record date as provided in the forms  of
Bonds.   The Trustee shall notify the Paying Agent of any special
record date at least 20 days prior to the special record date and
give  such other notice as it may deem appropriate of the  fixing
of  any  special record date.  When interest or a portion of  the
principal  is to be paid on an overdue Bond, the Trustee  or  the
Paying Agent may require presentation of the Bond for endorsement
of the payment.

      Section 3.06.  Payments by the Company and Letter of Credit
Drawings.

      (a)  Facilities Payments by the Company.  The Company shall
make  Facilities Payments in immediately available funds  to  the
Trustee for deposit in the Debt Service Fund on the date on which
such  payment  of  principal  (including  principal  called   for
redemption)  of,  premium, if any, or  interest  on  Bonds  shall
become  due in an amount equal to the payment then coming due  on
such  Bonds less the amounts, if any, (i) then held in  the  Debt
Service  Fund  and  available to pay the same  and  (ii)  amounts
received by the Paying Agent to pay the same from a draw under  a
Credit  Facility; provided, however, that the obligation  of  the
Company  to  make an Facilities Payment to the Trustee  shall  be
deemed  satisfied  to  the extent of the  amount  of  any  moneys
therefor that on or before such date are deposited by the Company
into the Paying Agent Subaccount.

     (b)  Additional Payments.

           (i)   The  Company  shall pay when  due  the  Issuer's
     issuance  costs  and other expenses as provided  in  Section
     3.02(d).

           (ii)  Within  thirty (30) days after notice  from  the
     Trustee, the Company shall pay to the Trustee the reasonable
     fees  and  expenses of the Trustee as set forth  in  Section
     7.03.

          (iii)     Within thirty (30) days after notice from the
     Paying Agent, the Company shall pay to the Paying Agent  its
     reasonable fees and expenses as set forth in Section 3.11.

     (c)  Drawings on the Credit Facility.

           (i)   Debt Service.  If a Credit Facility is available
     for  any  portion of the Bonds, the Paying Agent  shall  not
     later than 1:00 P.M. on the Business Day next preceding  any
     date on which payments of the principal of, premium, if any,
     or  interest on such Bonds are due, whether at maturity,  by
     acceleration,  redemption,  or  upon  a  scheduled  interest
     payment  date,  draw  on  the  Credit  Facility  an   amount
     sufficient  to pay in full the principal, premium,  if  any,
     and interest then coming due on such Bonds without regard to
     any other moneys then available to the Trustee or the Paying
     Agent. The Paying Agent shall immediately notify the Company
     and  the  Trustee by telephone promptly confirmed in writing
     if  it  has not been paid (or to the extent that it has  not
     been  paid)  by  the  Bank for such a  draw  on  the  Credit
     Facility by 10:00 A.M. on the date such payment on the Bonds
     is due. Neither the Trustee nor the Paying Agent may require
     indemnification  prior  to making a  required  draw  on  the
     Credit Facility, and no moneys derived from a draw shall  be
     used to reimburse or pay any expenses or fees of any Person,
     including the Issuer, the Trustee, the Paying Agent and  the
     Remarketing Agent.

           (ii)  Tenders  for  Purchase. Except  as  provided  in
     Section 3.06(c)(i), drawings on the Credit Facility for  the
     purchase  of Bonds tendered for mandatory purchase  pursuant
     to   Sections  3.01(c)(iii),  3.01(d)(iv),  3.01(e)(iv)  and
     3.01(f)(iii)  or  for  Bonds tendered for  purchase  at  the
     Bondholder's election pursuant to Sections 3.01(d)(iii)  and
     3.01(e)(iii) shall be made pursuant to Section 3.09(a).

           (iii)     Use of Credit Facility. All amounts received
     by  the Paying Agent under any Credit Facility shall be held
     pursuant to Section 3.11 uninvested and used solely  to  pay
     the  Purchase Price or principal of, premium,  if  any,  and
     interest  on  the  Bonds for which the  Credit  Facility  is
     available.  Purchase Price, principal of, premium,  if  any,
     and  interest on Company Bonds, Pledged Bonds and Bonds  not
     supported  by  a  Credit Facility shall  not  be  paid  from
     amounts drawn on a Credit Facility.

      (d)   Payment of Debt Service. Upon written request of  the
Paying  Agent, the Trustee shall disburse Eligible Funds, and  to
the extent necessary other funds, from the appropriate account of
the  Debt  Service Fund to the Paying Agent for  the  payment  of
principal, premium, if any, and interest payable on the Bonds, as
provided  in  Section 3.04(a) to the extent amounts  drawn  on  a
Credit Facility, if any, are insufficient to pay the same, and in
conjunction therewith shall give the Paying Agent written  notice
of  the  amount  of  Eligible Funds being transferred;  provided,
however, that, until such time, if any, as the Paying Agent shall
receive  written notice from the Trustee to the  contrary  or  an
Event  of  Default  shall have occurred and  be  continuing,  the
Paying Agent shall withdraw from the Paying Agent Subaccount,  on
each  due  date and for the purposes of such payment, immediately
available  funds  in an amount equal to the amount  necessary  to
make  such payment, which funds, except as specified in the  last
sentence  of  this subsection (d), shall be Eligible  Funds.  The
Paying  Agent  shall apply such disbursements received  from  the
Trustee, the Company and amounts drawn on the Credit Facility  to
the  payment  of  such obligations, in the following  order,  (i)
moneys drawn on the Credit Facility, (ii) Eligible Funds, if any,
on  deposit  in the Paying Agent Subaccount of the  Debt  Service
Fund,  which, in accordance with Section 3.04(a), do not  include
any  moneys  received from draws on the Credit  Facility,   (iii)
Eligible  Funds  on deposit in the Debt Service Fund,  which,  in
accordance  with  Section  3.04(a), do  not  include  any  moneys
received  from draws on the Credit Facility, and (iv)  any  other
moneys in the Debt Service Fund or the Paying Agent Subaccount of
the  Debt  Service  Fund;  provided,  however,  that  except   as
specified  in  the  next sentence, in no event shall  the  Paying
Agent  use  any moneys other than Eligible Funds to pay principal
of,  premium, if any, or interest on Bonds supported by a  Credit
Facility.   If and to the extent that sufficient Eligible  Funds,
including  moneys drawn on the Credit Facility pursuant  to  this
Section  and Section 6.05, are not available to pay in  full  the
principal  of,  premium,  if  any,  and  interest  on  the  Bonds
supported by a Credit Facility, then other available moneys shall
be so used.

      (e)  Company's Purchase of Bonds.  If the amount drawn on a
Credit  Facility, and deposited with the Paying  Agent,  together
with  all  other amounts (including remarketing proceeds  of  the
Bonds but excluding remarketing proceeds received from purchasers
of  such Bonds who are Company Affiliates) received by the Paying
Agent  for  the purchase of Bonds supported by a Credit  Facility
and  tendered  pursuant  to Sections 3.01(c)(iii);  3.01(d)(iii),
3.01(d)(iv), 3.01(e)(iii),  3.01(e)(iv) or 3.01(f)(iii),  is  not
sufficient  to  pay  the Purchase Price  of  such  Bonds  on  the
Purchase  Date, the Paying Agent shall before 1:30 P.M.  on  such
Purchase Date, notify the Company, the Remarketing Agent and  the
Trustee  of  such deficiency by telephone promptly  confirmed  in
writing  (which may be by facsimile).  The Company shall  pay  to
the  Paying Agent in immediately available funds by 3:00 P.M.  on
the  Purchase Date an amount equal to the Purchase Price of  such
Bonds  less  the  amount, if any, available to pay  the  Purchase
Price  in accordance with Section 3.09 from the proceeds  of  the
remarketing of such Bonds or from drawings on a Credit  Facility,
if any, as reported by the Paying Agent.  The portion of Bonds so
purchased  with  moneys  furnished by  the  Company  (subject  to
Authorized Denominations) shall be Company Bonds.

      Section 3.07.  Unconditional Obligation.  Pursuant  to  the
Facilities  Agreement,  the obligation of  the  Company  to  make
payments   required   by   this   Indenture   is   absolute   and
unconditional.

     Section 3.08.  Redemption of Bonds.

     (a)  General.  The Bonds are redeemable prior to maturity by
the  Issuer  in  accordance  with the written  direction  of  the
Company  to  the Issuer, the Paying Agent and the Trustee.   Such
redemption of Bonds shall be in accordance with the terms of such
Bonds  at  the  redemption prices plus accrued  interest  to  the
redemption date as described in the forms of Flexible Mode  Bond,
Daily  Mode Bond, Weekly Mode Bond and Multiannual Mode  Bond  in
Section 3.01(a).  If less than all the Outstanding Bonds shall be
called for redemption, the Company shall designate (to the extent
not  otherwise  prohibited) the amount of Bonds and  Mode  to  be
redeemed,  and if less than all of the Outstanding Bonds  of  any
Mode  shall be called for redemption, the Bonds to be so redeemed
and  the  Mode shall be selected by the Paying Agent  by  lottery
provided  that any Pledged Bonds shall be redeemed prior  to  the
redemption  of any other Bonds.  In conducting such lottery,  the
Paying  Agent shall treat each Bond as consisting of the quotient
of  the  amount  of the principal value of such Bond  divided  by
$1,000,  provided  that  no Bond shall be  redeemed  which  would
result in the unredeemed portion thereof aggregating less than an
Authorized  Denomination.  For purposes of this Section  3.08(a),
references to the term Mode shall be deemed to include  different
Rate Periods within the Multiannual Mode.

      (b)  Notice by the Company.  The Company shall exercise its
option  to  have Bonds redeemed under Section 3.08(a)  by  giving
notice  to  the  Trustee, the Issuer, the Paying  Agent  and  the
Remarketing  Agent  at  least forty-five  (45)  days  before  the
redemption date.

      (c)   Payment  of  Redemption Price and  Accrued  Interest.
Whenever  Bonds  are called for redemption, the accrued  interest
thereon shall become due on the redemption date.  If the Bonds to
be   redeemed  are  supported  by  a  Credit  Facility,   amounts
sufficient to pay the redemption price and accrued interest shall
be  drawn  under the Credit Facility. If the Bonds to be redeemed
are  not  supported by a Credit Facility, the Company may deposit
with the Trustee for deposit into the appropriate account of  the
Debt  Service Fund prior to the redemption date a sufficient  sum
in immediately available funds to pay the redemption price of and
accrued  interest on the Bonds to be redeemed.  In each case,  if
such  sum is deposited, the Paying Agent shall redeem such  Bonds
on the date selected for redemption.

       (d)   Prerequisites  to  Optional  Redemption;  Notice  of
Redemption.  No optional redemptions of  Bonds shall occur unless
either  (i)  the Paying Agent has received written evidence  from
S&P  to  the  effect that such redemption will not  result  in  a
withdrawal,  suspension  or reduction of  the  S&P  ratings  with
respect to the Bonds, if the Bonds to be redeemed are then  rated
by  S&P, or (ii) an opinion is obtained by the Company and  filed
with  the  Paying  Agent  and  S&P  from  a  firm  of  nationally
recognized counsel experienced in bankruptcy matters selected  by
the Company and satisfactory to the Issuer to the effect that the
payment  of  the  Bonds  as a result of the  optional  redemption
thereof  would not be subject to avoidance as a preference  under
the United States Bankruptcy Code upon the occurrence of an Event
of   Bankruptcy.  For purposes of clarification, the payment  and
retirement of a Bond upon mandatory or optional tender shall  not
be  considered  a redemption hereunder; provided,  however,  that
moneys  deposited with the Paying Agent for final payment of  any
Bond   upon  mandatory  or  optional  tender  or  upon   optional
redemption   shall,  if  invested,  be  invested  in   Government
Obligations.   When Bonds are to be redeemed,  the  Paying  Agent
shall give notice to the affected Bondholders in the name of  the
Issuer,  which  notice shall be given and shall be  in  the  form
required by the forms of the Flexible Mode Bond, Daily Mode Bond,
Weekly Mode Bond and the Multiannual Mode Bond in Section 3.01(a)
hereof.

     Section 3.09.  Purchase of Bonds Tendered.

     (a)  Procedure.

           (i)   Notice.  The Remarketing Agent shall give notice
     to the Paying Agent by facsimile or by telephone, and, if by
     telephone,  promptly  confirmed  in  writing  (including  by
     facsimile)   for  timely  receipt  by  the   Paying   Agent,
     specifying  the  principal amount of Tendered  Bonds  as  to
     which the Remarketing Agent has found purchasers who are not
     Company  Affiliates, and the amounts the  Remarketing  Agent
     has  received for the purchase of Tendered Bonds  from  such
     Persons, and shall give like notice to the Paying Agent  and
     the Company of any deficiency in amounts so available to pay
     the  Purchase Price of Tendered Bonds at or before (A) 10:30
     A.M. on each Purchase Date for Tendered Bonds that are to be
     in  the  Flexible  Mode, the Daily Mode or the  Weekly  Mode
     immediately  after the Purchase Date, or (B) 1:00  P.M.  two
     (2)  Business  Days  before the Purchase Date  for  Tendered
     Bonds  that  are  to be in the Multiannual Mode  immediately
     after  the  Purchase Date.  Notwithstanding the instructions
     to  the  Paying  Agent  set  forth  in  Section  3.09(a)(ii)
     concerning the amount to be drawn under the Credit Facility,
     if  the  Paying  Agent has not received a  notice  from  the
     Remarketing Agent by the appropriate time specified  in  the
     immediately preceding sentence, the Paying Agent shall  draw
     on  the  Credit Facility in an amount sufficient to purchase
     all  the Bonds supported by a Credit Facility to be tendered
     on  the  Purchase  Date.  The Remarketing Agent  shall  give
     notice  to  the  Paying Agent by facsimile or by  telephone,
     and,   if   by  telephone,  promptly  confirmed  in  writing
     (including  by  facsimile)  of  the  names,  addresses   and
     taxpayer  identification numbers of the purchasers  and  the
     number  and denominations of Bonds to be delivered  to  each
     purchaser,  and  the  current rate and  the  next  scheduled
     Purchase  Date of each such Bond successfully remarketed  at
     or  before (A) 11:15 A.M. on each Purchase Date for Tendered
     Bonds that are to be in the Flexible Mode, the Daily Mode or
     the  Weekly Mode immediately after the Purchase Date, or (B)
     1:00 P.M. two (2) Business Days before the Purchase Date for
     Tendered  Bonds  to be in the Multiannual  Mode  immediately
     after the Purchase Date.

           (ii)  Sources of Payment.  If the Tendered  Bonds  are
     supported  by  a Credit Facility, the Paying  Agent,  on  or
     before  12:00  Noon on any Purchase Date for  such  Tendered
     Bonds,  shall  draw  upon  the Credit  Facility  the  amount
     necessary  to  purchase such Tendered Bonds  for  which  the
     Remarketing  Agent  has  not  received  the  Purchase  Price
     thereof, as indicated in a notice given to the Paying  Agent
     pursuant  to  in  Section 3.09(a)(i).   In  determining  the
     amount necessary to purchase such Tendered Bonds, the Paying
     Agent  shall take into account any amounts drawn  under  the
     Credit  Facility  pursuant  to  Section  3.06(c)(i)  to  pay
     interest  on such Bonds on the Tender Date.  If the Tendered
     Bonds  are  not supported by a Credit Facility,  the  Paying
     Agent  shall  not later than (A) 12:30 P.M. on the  Purchase
     Date  for Tendered Bonds that are to be in the Flexible Mode
     or  the  Daily Mode immediately after the Purchase Date,  or
     (B)  3:00 P.M. one (1) Business Day before the Purchase Date
     for  Tendered Bonds that are to be in the Weekly Mode or the
     Multiannual Mode immediately after the Purchase Date, notify
     the Company of the amount necessary to purchase the Tendered
     Bonds  for which the Remarketing Agent has not received  the
     Purchase Price thereof, and the Company shall pay the Paying
     Agent  such  amount at the time required by Section  3.06(e)
     hereof.   The Remarketing Agent shall deliver to the  Paying
     Agent  all  amounts  received by the  Remarketing  Agent  as
     proceeds  of the remarketing of Bonds at or before (A)  1:30
     P.M. on the Purchase Date for Tendered Bonds that are to  be
     in  the  Flexible  Mode, the Daily Mode or the  Weekly  Mode
     immediately after the Purchase Date,or (B) 1:00 P.M. on  the
     Purchase  Date  for Tendered Bonds that are  to  be  in  the
     Multiannual  Mode immediately after the Purchase  Date.   If
     Bonds are supported by a Credit Facility and the Remarketing
     Agent  does  not  deliver to the Paying  Agent  proceeds  of
     remarketing sufficient, together with amounts received  from
     draws under the Credit Facility, to pay in full the Purchase
     Price of all such Bonds due on the Purchase Date, the Paying
     Agent  shall make an additional draw on the Credit  Facility
     and   thereafter  the  Company  shall  be  liable  for   the
     shortfall.

      (b)   Payments by the Paying Agent.  At or before the close
of  business on the Delivery Date and upon receipt by the  Paying
Agent  of  the  Purchase  Price of the Tendered  Bonds  that  are
delivered to it, the Paying Agent shall pay the Purchase Price of
the  Bonds  to the registered owners thereof as provided  in  the
applicable form of Bonds.  The Paying Agent shall apply in order,
first,  moneys paid to it by the Remarketing Agent from  proceeds
of  the  remarketing  of such Bonds by the Remarketing  Agent  to
Persons  who  are not Company Affiliates, second, but  only  with
respect  to Bonds supported by the Credit Facility, moneys  drawn
on  the  Credit  Facility for the purpose of purchasing  Tendered
Bonds  (including  amounts drawn on the Credit  Facility  to  pay
accrued interest on the Tendered Bonds) and third, moneys paid to
it  by  the  Company  and remarketing proceeds  received  by  the
Remarketing  Agent from Company Affiliates.  If sufficient  funds
are  not available for the purchase of all Bonds tendered on  any
Delivery Date, no purchase shall be consummated.

     Section 3.10.  Remarketing of Bonds Tendered.

      (a)  General.  Subject to the provisions of Section 3.01(g)
and  clause  (v) in the first paragraph of Section  3.12(a),  the
Remarketing  Agent shall solicit offers to purchase and  use  its
best  efforts  to  find a purchaser for Tendered  Bonds,  Pledged
Bonds  and  Company Bonds. Any such purchase  shall  be  made  by
payment of the Purchase Price in immediately available funds (for
Bonds  to  be  in  the  Flexible, Daily or  Weekly  Mode)  or  in
clearinghouse funds (for Bonds to be in the Multiannual Mode)  to
the  Paying  Agent at the time specified in Section  3.09(a)(ii).
By  (i)  1:15 P.M., in the case of Bonds that are to  be  in  the
Flexible  Mode or the Daily Mode immediately after  the  Purchase
Date,  or (ii) 1:00 P.M., in the case of Bonds that are to be  in
the  Weekly  or Multiannual Mode immediately after  the  Purchase
Date, Bonds remarketed under this Section shall be made available
on  the  Purchase  Date  by the Paying Agent  to  the  purchasers
thereof  (in the case of Bonds in the Flexible Mode or the  Daily
Mode, delivered by the Paying Agent to the Remarketing Agent) and
shall  be  registered  in the manner directed  by  the  recipient
thereof,  provided that such Bonds shall not be delivered  unless
and  until  the  Paying  Agent has received  the  Purchase  Price
therefor,  except that Bonds in the Flexible Mode  or  the  Daily
Mode may be delivered against a window receipt of the Remarketing
Agent  guaranteeing  same  day payment in  immediately  available
funds.   Bonds not remarketed shall be held by the Paying  Agent.
Bonds  previously  purchased with moneys drawn under  the  Credit
Facility  shall  not  be  delivered upon remarketing  unless  the
Paying Agent has received written verification from the Bank that
the  Credit  Facility  has been fully reinstated  to  the  stated
amount of the Credit Facility.

      Bonds  the  Purchase Price of which is paid for with  funds
drawn  on a Credit Facility pursuant to Section 3.09(a)(ii) shall
be  registered to the Bank, or its designee, as pledgee,  by  the
Paying  Agent  (whether or not such Bonds are  delivered  by  the
tendering  Bondholder) as security for the reimbursement  of  the
Bank  for  moneys drawn under the Credit Facility  and  shall  be
"Pledged  Bonds." Bonds the Purchase Price of which is  paid  for
with funds provided by the Company pursuant to Section 3.06(e) or
Section  3.09(a)(ii)  shall be registered  in  the  name  of  the
Company  by  the  Paying  Agent and  shall  be  "Company  Bonds".
Company  Bonds shall be held by the Paying Agent for the  account
of the Company until transferred pursuant to this Section 3.10 or
canceled  pursuant to instructions of the Company.  Upon  receipt
by  the Paying Agent of notice from the Remarketing Agent that  a
purchaser has been found for Pledged Bonds or Company Bonds  held
by  the Paying Agent, the Paying Agent shall register and deliver
such  Bonds  to  such purchaser (at which time such  Bonds  shall
cease  to be Pledged Bonds or Company Bonds) upon receipt by  the
Paying  Agent  of  the  Purchase Price of such  Bonds;  provided,
however,  that  no  Pledged  Bond or Company  Bond  shall  be  so
registered  and  delivered unless the Paying Agent  has  received
from  the  Bank  a written notice of reinstatement  of  the  full
principal and interest component of the Credit Facility.  If  the
Paying  Agent has not received from the Bank a written notice  of
reinstatement of the full principal and interest component of the
Credit  Facility with respect to Bonds in the Flexible Mode,  the
Daily  Mode or the Weekly Mode, the Paying Agent will not  resume
the  registration and delivery of Bonds. The Paying  Agent  shall
give  notice  to  the Bank if and to the extent that  the  Paying
Agent  has  received the proceeds of remarketing of  any  Pledged
Bonds  promptly of the receipt thereof.  The Paying  Agent  shall
immediately  notify  the Remarketing Agent  whenever  (i)  it  is
prohibited from registering and delivering Bonds pursuant to this
Indenture  and  (ii) if the Paying Agent has been so  prohibited,
upon  the  restoration  of its power hereunder  to  register  and
deliver  Bonds.   Bonds  purchased with moneys  drawn  under  the
Credit  Facility  and  registered to the  Bank  or  its  designee
pursuant to the Reimbursement Agreement shall be delivered to and
held by the Paying Agent as custodian for the Bank and shall  not
be  subsequently transferred or assigned by the  Bank  except  as
provided in this Section 3.10 and Section 3.11(a)(iv).  No  Bonds
that  are automatically converted to the Daily Mode after failure
of  an optional conversion from one Mode to another (or from  one
Rate  Period  to  another  in  the  Multiannual  Mode)  shall  be
remarketed until the Paying Agent notifies the Remarketing  Agent
that  such  Bonds are supported by a Credit Facility meeting  the
requirements of Section 3.15(b).

      (b)  Remarketing of Bonds Between Notice and Redemption  or
Conversion Date.  No Bonds scheduled to be redeemed or  converted
to a different Mode may be remarketed under Section 3.10(a) after
receipt  by  the  Remarketing Agent of notice  of  redemption  or
conversion  of  such Bonds to a specified Mode from  the  Company
unless the Remarketing Agent, on or before the redemption date or
Purchase  Date, gives notice to the purchaser that such purchaser
will  be  required  to surrender its Bonds  for  payment  on  the
applicable  redemption date or to tender its Bonds for  mandatory
purchase on the applicable Conversion Date, as the case may be.

     Section 3.11.  Paying Agent.

      (a)   Appointment and Responsibilities.  The initial Paying
Agent for the Bonds shall be First National Bank of Commerce, New
Orleans, Louisiana.  If at any time the Bonds are not subject  to
a  Book-Entry  System  of registration and transfer,  the  Paying
Agent  shall  have  a  duly appointed agent  or  be  a  financial
institution  having  offices  to  effect  transfers  and  receive
tenders  of  Bonds in the City of New York, and  it  shall  be  a
prerequisite to the discontinuation of the Book-Entry System that
a  financial  institution with such offices in the  City  of  New
York, and meeting all other requirements to serve as Paying Agent
hereunder,  shall  be  appointed.   The  Paying  Agent  shall  be
entitled  to  the advice of counsel (who may be counsel  for  any
party) and shall not be liable for any action taken or omitted to
be  taken  in good faith in reliance on such advice.  The  Paying
Agent  may  rely  conclusively on any telephone call  or  written
(including  facsimile)  notice,  certificate  or  other  document
furnished  to it under this Indenture and reasonably believed  by
it  to be genuine.  The Paying Agent shall not be liable for  any
action  taken  or  omitted to be taken by it in  good  faith  and
reasonably  believed by it to be within the discretion  or  power
conferred  upon it, or taken by it pursuant to any  direction  or
instruction  by  which  it is governed under  this  Indenture  or
omitted  to be taken by it by reason of the lack of direction  or
instruction required for such action, or be responsible  for  the
consequences  of  any error of judgment reasonably  made  by  it.
When any action (other than payment of principal of, premium,  if
any, and interest on the Bonds) by the Paying Agent is called for
by  this  Indenture, it may defer such action pending receipt  of
such  evidence, if any, as it may reasonably require  in  support
thereof.  The duties of the Paying Agent are only those expressly
set  forth in this  Indenture, and no additional duties shall  be
implied.   A  permissive  right or power  to  act  shall  not  be
construed as a requirement to act.  The Paying Agent shall not in
any  event  be  liable for the application or  misapplication  of
funds,  or  for  other acts or defaults, by any person,  firm  or
corporation,  except,  subject  to  this  Section  3.11,  by  its
respective  directors, officers, agents and  employees.   Nothing
contained in this Indenture shall in any way obligate the  Paying
Agent to expend its own funds in making any payments required  to
be made by it in performing its duties and obligations hereunder.
No  recourse shall be had by the Company, the Issuer, the Trustee
or  any  Bondholder for any claim based on this Indenture or  the
Bonds  against  any director, officer, agent or employee  of  the
Paying  Agent  unless  such claim is based upon  the  bad  faith,
fraud,  deceit  or willful misconduct of such  person.   For  the
purposes of this Indenture matters shall not be considered to  be
known to the Paying Agent unless they are known to an officer  in
its  corporate trust trustee administration department;  provided
that  the Paying Agent shall not be required to take notice,  and
shall  not be deemed to have notice or knowledge, of any  Default
or Event of Default hereunder, except Events of Default described
in paragraph (i) of subsection (a) of Section 6.01 hereof, unless
the Paying Agent shall be notified specifically of the Default or
Event of Default in a written instrument or document delivered to
it  by the Issuer, the Company, the Bank or by the holders of  at
least 25 percent of the aggregate principal amount of Bonds  then
Outstanding,  and,  in  the  absence  of  delivery  of  a  notice
satisfying  those  requirements,  the  Paying  Agent  may  assume
conclusively  that there is no Default or Event of Default.   The
Paying  Agent shall not require indemnification either  prior  to
making  a  draw  under  a  Credit Facility  pursuant  to  Section
3.06(c),  or  prior to making any payment when due of  principal,
premium or interest on any Bond to be made by the Paying Agent to
any  Bondholder,  except and unless such drawing  or  payment  is
prohibited  by  or violates applicable law or any outstanding  or
pending court or governmental order or decree.

      The  Company  shall  pay  to the  Paying  Agent  reasonable
compensation  for  its services and pay or reimburse  the  Paying
Agent  for  its reasonable expenses and disbursements,  including
reasonable  attorneys'  fees hereunder and  fees  for  reasonable
extraordinary  services provided hereunder.   The  Company  shall
indemnify  and  save  the Paying Agent, its officers,  directors,
employees and agents harmless against any losses, liabilities and
reasonable  expenses  which  it or  any  of  them  may  incur  in
connection  with or arising out of the acceptance or exercise  of
its  duties  hereunder  and  which  are  not  due  to  its  gross
negligence, willful misconduct or bad faith, including the  costs
and  expenses  of  defending itself against or investigating  any
claim  or liability in connection therewith.  Any fees, expenses,
reimbursements  or other charges which the Paying  Agent  may  be
entitled to receive from the Company hereunder shall be  due  and
payable 30 days after a request for payment has been made by  the
Paying  Agent  to  the  Company, and  any  such  fees,  expenses,
reimbursements  or  other charges not paid when  due  shall  bear
interest  at  the  "commercial lending rate" of  the  Trustee  as
announced   from  time  to  time  (or,  if  none,   the   nearest
equivalent).   The indemnification provisions of  this  paragraph
shall survive the satisfaction and discharge of the Bonds.

      The Paying Agent shall act as such and, as agent of and  on
behalf  of  the  Issuer, as Bond registrar  and  transfer  agent,
provided that at all times a copy of the registration books shall
be  kept  in the State of Louisiana at the offices of the Company
or  such other place within the State as may be designated by the
Issuer.   Bonds may be transferred and exchanged as  provided  in
the forms of the Flexible Mode Bond, Daily Mode Bond, Weekly Mode
Bond and Multiannual Mode Bond.  The Trustee shall be entitled to
receive  from  time  to time upon request therefor  made  to  the
Paying  Agent  and  may conclusively rely  upon  a  list  of  the
registered holders of the Bonds certified by the Paying Agent  to
be true and complete as of a given date.  The Paying Agent, which
may  act by means of agents, shall signify its acceptance of  the
duties  and obligations imposed upon it hereunder by its  written
instrument of acceptance under which the Paying Agent will  agree
to:

           (i)   (a) promptly deposit into the applicable  Paying
     Agent  Subaccount any sums delivered to it for such  purpose
     pursuant  to  Section 3.06(a) or otherwise, and give  notice
     to  the Trustee of any such delivery and deposit, (b)  until
     so  deposited,  hold  all such sums  segregated  from  other
     moneys of any Company Affiliate, uninvested and in trust for
     the  benefit of the Bondholders; (c) acknowledge  and  agree
     that all such sums and any Paying Agent Subaccount, and  any
     moneys deposited therein, are owned and held by the Trustee,
     as  trustee under this Indenture, and that the Paying  Agent
     relinquishes  and waives any and all claims to any  thereof;
     whether  at law or in equity, by reason of rights of set-off
     (including  statutory rights) or otherwise; and (d)  at  any
     time  when a Credit Facility for the Bonds is not in  place,
     report  to  the  Trustee, on the date that  any  payment  of
     principal  (including  principal of  any  Bonds  called  for
     redemption) or, premium, if any, or interest on any Bonds is
     required  to  be made to any Bondholder, if the Company  has
     not, on such date, delivered to the Paying Agent for deposit
     into  the  applicable  Paying Agent  Subaccount  immediately
     available  funds in an amount equal to the total  amount  of
     all such payments required to be made on such date;

           (ii) hold all sums delivered to it by the Trustee from
     the  Debt  Service  Fund for the payment  of  principal  of,
     premium, if any, and interest on the Bonds, or withdrawn for
     such  purposes  by  the Paying Agent  from  a  Paying  Agent
     Subaccount  pursuant  to  Section 3.06(d),  segregated  from
     other  moneys  of any Company Affiliate, uninvested  and  in
     trust  for  the benefit of the Bondholders until  such  sums
     shall be paid to the Bondholders or otherwise disposed of as
     herein provided;

          (iii)     hold all moneys delivered to it hereunder for
     the  purchase of Bonds (including amounts drawn on a  Credit
     Facility,  amounts received from the Company and remarketing
     proceeds),  segregated  from other  moneys  of  any  Company
     Affiliate,  uninvested and in trust for the benefit  of  the
     Person  that shall have so delivered such moneys  until  the
     Bonds  purchased with such moneys shall have been  delivered
     to or for the account of such Person;

           (iv)  hold all  Pledged Bonds in trust for the benefit
     of the Bank until such Pledged Bonds have been remarketed by
     the Remarketing Agent, purchased by the Company or redeemed,
     and  pay  to  the Bank, in accordance with the Reimbursement
     Agreement, moneys tendered to it upon a remarketing of Bonds
     secured  by  a  Credit  Facility, to  the  extent  that  the
     Purchase  Price  of such Bonds  was paid from  moneys  drawn
     under the Credit Facility;

          (v)  hold all Company Bonds in trust for the benefit of
     the Company until such Company Bonds have been remarketed by
     the Remarketing Agent, redeemed, or canceled;

          (vi) keep such books and records as shall be consistent
     with  industry  practice and make such  books  and  records,
     including the books of registration for the Bonds, available
     for  inspection  by the parties hereto and  the  Remarketing
     Agent at all reasonable times;

          (vii)     promptly report to the Trustee all authentica
     tions of Bonds transferred, exchanged or remarketed and  any
     information  received  by  it  concerning  the   names   and
     addresses  of  Bondholders  and  promptly  report   to   the
     Remarketing Agent the principal amount of Bonds tendered  to
     it  upon each optional and mandatory redemption and the date
     of purchase of  Bonds so tendered to it;

           (viii)     give  all notices required of  it  in  this
     Indenture  at the times and in the manner required  by  this
     Indenture  and send to the Remarketing Agent copies  of  all
     such notices;

           (ix)  act  as agent of the Trustee for the purpose  of
     executing  the Certificate of Authentication on  the  Bonds;
     and
           (x)   take  all  other actions and perform  all  other
     duties  and obligations as may be required of it  as  Paying
     Agent under this Indenture.

Except  as may otherwise be expressly agreed by the Paying Agent,
the Paying Agent shall have no responsibility with respect to the
enforcement  of  any  Credit  Facility  obtained  in   accordance
herewith.

      (b)   Removal or Resignation of Paying Agent.  The  Company
may  discharge the Paying Agent from time to time and  appoint  a
successor  approved  by  the Trustee, the Bank,  the  Remarketing
Agent  and  the Issuer, which approval shall not be  unreasonably
withheld.   The  Company shall also designate a successor  Paying
Agent for the Bonds, subject to the approval of the Trustee,  the
Bank,  the Remarketing Agent and the Issuer, which approval shall
not  be  unreasonably withheld, if the Paying  Agent  resigns  or
becomes  ineligible.  The Paying Agent may resign  by  giving  at
least sixty (60) days' written notice to the parties hereto,  the
Company, the Bank and the Remarketing Agent.  The Paying  Agent's
rights  of  indemnity under this Section 3.11 shall  survive  any
removal  or  resignation of such Paying  Agent.   Each  successor
Paying  Agent shall be a commercial bank with trust powers  or  a
trust  company  having a capital and surplus  of  not  less  than
$50,000,000,  shall at the time of the appointment  be  rated  at
least  Baa3/P-3  by Moody's, shall be registered  as  a  transfer
agent with the Securities and Exchange Commission, shall have the
power  to  authenticate bonds and shall be capable of  performing
the  duties prescribed for it herein.  The Paying Agent  may  but
need  not  be the same person as the Trustee.  The Trustee  shall
give  notice  of the appointment of a successor Paying  Agent  in
writing  to each affected Bondholder at its address as it appears
on  the  registration books maintained by the Paying Agent.   The
Trustee  will promptly certify to the Company that it has  mailed
such  notice  to  all affected Bondholders, and such  certificate
will  be  conclusive evidence that such notice was given  in  the
manner required hereby.

      (c)  Successors.  Any corporation, association, partnership
or  firm  which succeeds to the corporate trust business  of  the
Paying  Agent as a whole or substantially as a whole, whether  by
sale,  merger,  consolidation or otherwise, shall thereby  become
vested  with  all the property, rights and powers of  the  Paying
Agent under this Indenture and shall be subject to all the duties
and obligations of the Paying Agent under this Indenture.

      In  the  event  that the Paying Agent shall  resign  or  be
removed,  or be dissolved, or if the property or affairs  of  the
Paying  Agent  shall be taken under the control of any  state  or
federal  court  or administrative body because of  bankruptcy  or
insolvency,  or for any other reason, and the Company  shall  not
have appointed its successor within thirty (30) days, the Trustee
shall  appoint  a successor.  In the event of the resignation  or
removal  of  the Paying Agent, the Paying Agent shall  pay  over,
assign,  transfer and deliver the Credit Facility and any  moneys
and  Bonds,  including  Pledged Bonds and unauthenticated  Bonds,
held  by  it and the books of registry maintained by it  in  such
capacity  to  its successor.  No resignation or  removal  of  the
Paying  Agent  shall  be effective until  a  successor  has  been
appointed and has accepted its appointment.

      The  Paying Agent shall send or cause to be sent notice  to
affected  Bondholders of a change of address for the delivery  of
Bonds or notices or the payment of principal or purchase price of
Bonds.

     Section 3.12.  Remarketing Agent.

     (a)  Qualifications and Responsibilities.  The Company shall
appoint,  with  the  consent of the  Issuer,  and,  if  a  Credit
Facility  is  in effect with respect to Bonds, the Bank,  one  or
more  Remarketing  Agents for the Bonds.  The  Remarketing  Agent
shall  be authorized by law to perform all of the duties  imposed
upon  it by this  Indenture.  In addition, the Remarketing  Agent
shall  either  (i) have a capitalization of at least  $10,000,000
and   outstanding   securities  rated  at  least   Baa3   (or   a
substantially  equivalent  rating) by  Moody's  or  (ii)  have  a
capitalization  of at least $15,000,000.  The Remarketing  Agent,
which may act by means of agents, shall signify its acceptance of
the duties and obligations imposed upon it hereunder by a written
agreement with the Company under which the Remarketing Agent will
agree, among other things, to:

            (i)   determine  the  Flexible,  Daily,   Weekly   or
     Multiannual Rate pursuant to and in accordance with Sections
     3.01(c)(i), (d)(i), (e)(i) and (f)(i), respectively, and the
     forms of Flexible, Daily, Weekly and Multiannual Bonds;

           (ii) give all notices to the Trustee, the Paying Agent
     and  the  Company  regarding the determination  of  interest
     rates  on the respective Bonds and regarding Tendered  Bonds
     as are required of the Remarketing Agent in this Indenture;

            (iii)       hold,  uninvested,  all  moneys  received
     hereunder  from the remarketing of Tendered  Bonds  for  the
     benefit of the Person which shall have delivered such moneys
     until  the  Remarketing  Agent shall have  transferred  such
     moneys to the Paying Agent as provided in this Indenture;

           (iv)  keep such books and records with respect to  its
     duties  as  Remarketing Agent as shall  be  consistent  with
     prudent  industry practice and make such books  and  records
     available  for  inspection by the  parties  hereto  and  the
     Paying Agent at all reasonable times; and

           (v)   unless otherwise instructed by the Company,  use
     its  best efforts to remarket Bonds in accordance with  this
     Indenture and any remarketing agreement entered into by  the
     Remarketing Agent and the Company.

      The  Remarketing Agent may enter into custodial  agreements
with  one or more banking or similar institutions for the deposit
and holding of the Bonds in order to facilitate the tendering and
remarketing  of  Bonds  as provided in this Indenture,  provided,
however,  that  in  no event shall the Issuer, the  Company,  the
Trustee or the Paying Agent be responsible or held liable for any
action taken or not taken under any such custodial agreement  and
in no way shall any such custodial agreement relieve or otherwise
alter  the  obligations and responsibilities of  the  Remarketing
Agent set forth in this Indenture.  The Remarketing Agent may use
an  on-line issuing and reporting system in the discharge of  its
duties.

      (b)  Removal or Resignation of Remarketing Agent.  With the
written  approval  of the Bank delivered to  the  Company,  if  a
Credit  Facility is then in effect, the Trustee  and  the  Paying
Agent,  the Company may (i) remove the Remarketing Agent  at  any
time by written notice to the Remarketing Agent, the Bank and the
parties   hereto  and  appoint  a  successor  which   meets   the
qualifications set forth in Section 3.12(a), and (ii)  appoint  a
successor  with  similar qualifications if the Remarketing  Agent
resigns  or  becomes  ineligible.  The  Company  shall  give  the
Issuer,  the Bank, the Paying Agent and the Trustee at least  two
(2)  days'  notice  prior  to  the  appointment  of  a  successor
Remarketing Agent.  The Remarketing Agent may at any time  resign
and  be discharged of the duties and obligations created by  this
Indenture by giving at least thirty (30) days' written notice  to
the  Issuer,  the Trustee, the Bank, the Company and  the  Paying
Agent.   The Trustee shall give written notice to the holders  of
the  Bonds  of any such removal or resignation of the Remarketing
Agent or such appointment of a successor Remarketing Agent.

      (c)  Successors.  Any corporation, association, partnership
or  firm which succeeds to the business of the Remarketing  Agent
as  a whole or substantially as a whole, whether by sale, merger,
consolidation or otherwise, shall thereby become vested with  all
the  property, rights and powers of the Remarketing  Agent  under
this  Indenture  and  shall be subject  to  all  the  duties  and
obligations  of the Remarketing Agent under this  Indenture.   In
the  event that the Remarketing Agent shall resign or be removed,
or be dissolved, or if the property or affairs of the Remarketing
Agent  shall be taken under the control of any state  or  federal
court or administrative body because of bankruptcy or insolvency,
or for any other reason, and the Company shall not have appointed
its successor within thirty (30) days, the Trustee shall apply to
a court of competent jurisdiction for such appointment.

     Section 3.13.  Investments.

      (a)  Pending their use under this Indenture, moneys in  the
Debt  Service Fund (other than moneys deposited thereto  for  the
purpose  of   an  optional  redemption, which  moneys  shall,  if
invested, be invested in Government Obligations) may be  invested
by  the  Trustee  in  Permitted Investments  (as  defined  below)
maturing or redeemable at the option of the holder thereof at  or
before  the  time when such moneys are expected to be needed  and
shall be so invested pursuant to written direction of the Company
if  no  Default  known  to  the Trustee then  exists  under  this
Indenture.  Any investments pursuant to this subsection shall  be
held  by the Trustee as a part of the appropriate account of  the
Debt  Service  Fund  and, upon receipt by  the  Paying  Agent  of
written  instructions from the Company, shall be sold or redeemed
in  accordance with such instructions to the extent necessary  to
make  payments or transfers or anticipated payments or  transfers
from such account.

      (b)   Any  interest  realized on investments  in  the  Debt
Service  Fund  and  any profit realized upon the  sale  or  other
disposition thereof shall be credited to the appropriate  account
of  the  Debt Service Fund and any loss shall be charged thereto.
The  Trustee shall not be liable or responsible for any  loss  or
penalty  resulting from any such investment.  The  Trustee  shall
not  be  liable or responsible for the Bonds becoming  "arbitrage
bonds"  within the meaning of the Code as a result of investments
it  makes pursuant to instructions from the Company.  The Trustee
may  make  any  and  all  investments through  its  own  bond  or
securities department or the bond or securities department of any
affiliate of the Trustee.

      (c)   The  term "Permitted Investments" means  any  of  the
following obligations or securities on which neither the  Company
nor  any  of its subsidiaries is the obligor:  (a) direct  United
States Treasury obligations, the principal and interest of  which
are  fully  guaranteed by the government of  the  United  States;
(b)(i)   bonds,   debentures,  notes,  or   other   evidence   of
indebtedness  issued  or  guaranteed  by  federal  agencies   and
provided such obligations are backed by the full faith and credit
of  the  United States of America, which obligations include  but
are  not  limited to: (aa) U.S. Export-Import Bank, (bb)  Farmers
Home  Administration, (cc) Federal Financing Bank,  (dd)  Federal
Housing   Administration  Debentures,   (ee)   General   Services
Administration,     (ff)     Government     National     Mortgage
Association_guaranteed mortgage-backed bonds and guaranteed pass-
through obligations, (gg) U.S. Maritime Administration_guaranteed
Title  XI  financing, (hh) U.S. Department of Housing  and  Urban
Development, (ii) bonds, debentures, notes, or other evidence  of
indebtedness   issued   or   guaranteed   by   U.S.    government
instrumentalities,  which  are  federally  sponsored,  and   such
obligations  include but are not limited to:  (aa)  Federal  Home
Loan  Bank  System, (bb) Federal Home Loan Mortgage  Corporation,
(cc)  Federal  National Mortgage Association, (dd)  Student  Loan
Marketing  Association and (ee) Resolution  Funding  Corporation;
(c)  direct  security  repurchase  agreements  (which  means   an
agreement  under  which  securities are  purchased,  held  for  a
specified  time,  and then sold back) of any federal  book  entry
only  securities  enumerated in clauses (a)  and  (b);  (d)  time
certificates of deposit of state banks organized under  the  laws
of Louisiana, or national banks having their principal offices in
the State of Louisiana, savings accounts or shares of savings and
loan  associations and savings banks, as defined  by  R.S.  6:703
(15)  and  (16), or share accounts and share certificate accounts
of  federally  or  state  chartered credit  unions  issuing  time
certificates   of  deposit;  and   (e)  mutual  or   trust   fund
institutions  which  are  registered  with  the  Securities   and
Exchange  Commission under the Securities Act  of  1933  and  the
Investment  Act  of  1940  and which have underlying  investments
consisting  solely  of and limited to securities  of  the  United
States  government  or  its agencies.  The commercial  banks  and
banking institutions referred to in clauses (c) and (d) above may
include the entities acting as Trustee and Paying Agent hereunder
if   such  entities  shall  otherwise  satisfy  the  requirements
thereof.  The Trustee is specifically authorized to implement its
automated cash investment system to assure that cash on  hand  is
invested and to charge its normal cash investment fees, which may
be deducted from income earned on investments.

      Funds  invested as provided in clause (d) above  shall  not
exceed  at  any  time the amount insured by the  Federal  Deposit
Insurance Corporation in any one banking institution, or  in  any
one  savings  and  loan  association, or  National  Credit  Union
Administration, unless the uninsured portion is collateralized by
the  pledge of securities in the manner provided in R.S.  39:1221
and  the  rate of interest paid by the banks shall be established
by  contract  between the bank and the Issuer; provided  however,
that  the interest rate at the time of investment shall be a rate
not  less  than  fifty basis points below the  prevailing  market
interest rate on direct obligations of the United States Treasury
with a similar length of maturity.

      Notwithstanding  the foregoing list of investments,  in  no
instance  shall  funds held hereunder be invested in  obligations
described  in clause (b) above which are collateralized  mortgage
obligations  that  have  been  stripped  into  interest  only  or
principal only obligations, inverse floaters, or structured notes
(which    means   securities   of   U.S.   government   agencies,
instrumentalities, or government sponsored enterprises which have
been   restructured,   modified,  and/or  reissued   by   private
entities).

      Section  3.14.  Reduction of Credit Facility on  Change  in
Mode.   If Bonds are converted from one Mode to another Mode  for
which  the Paying Agent is required to be entitled to draw  funds
under the Credit Facility for a reduced number of days' interest,
as  described in Section 3.15(b)(ii), the Paying Agent may reduce
the  amount available to be drawn under the Credit Facility  upon
such conversion in accordance with the Credit Facility.

      If  no Credit Facility is to be in effect for the Bonds  as
converted  to any Mode, the Trustee (or the Paying Agent  at  the
request of the Trustee) shall reduce (or if all the Bonds are  so
converted,  release) the Credit Facility upon such conversion  so
that  the  Credit  Facility,  if any,  in  effect  satisfies  the
requirements described in Section 3.15(b)(ii).

      In no event shall any reduction in or release of the Credit
Facility pursuant to this Section 3.14 take effect until five (5)
Business Days after the conversion.

               Section 3.15.  Credit Facilities.

      (a)  Substitution or Replacement.  Upon satisfaction of the
requirements  set forth in this Section 3.15 and subject  to  the
last  two  sentences  of this Section 3.15(a),  the  Company  may
replace a Credit Facility then in effect with a substitute Credit
Facility;  provided, however, that (1) the Credit Facility  being
replaced  shall in no event be terminated or released  (1)  until
the Company has given not less than forty-five (45) days' written
notice  to  the  Trustee, the Paying Agent  and  the  Remarketing
Agent,  and  the  Paying Agent has received the proceeds  of  all
outstanding  drawings on the Credit Facility being replaced,  and
(2)  if any Bonds supported by the Credit Facility being replaced
are  in the Daily Mode or the Weekly Mode, until the Paying Agent
has  given not less than fifteen (15) days' written notice of the
mandatory tender of such Bonds, as required by the terms thereof,
and  (3)  if  any  of the Bonds supported by the Credit  Facility
being  replaced are in the Flexible Mode or the Multiannual Mode,
the  Credit Facility shall in no event be terminated or  released
earlier than on an Effective Date for all such Bonds supported by
the  Credit Agreement.  Neither the Paying Agent nor the  Trustee
shall  release the Credit Facility or accept a substitute  Credit
Facility  during the period between the giving of the  notice  of
mandatory tender, required by the form of the Daily Mode Bond  or
the Weekly Mode Bond, and the Purchase Date.

     Prior to the replacement of any Credit Facility, the Company
shall have delivered to the Trustee and the Paying Agent: (i)  an
opinion  of  counsel  for  the issuer of  the  substitute  Credit
Facility  to  the effect that it constitutes a legal,  valid  and
binding  obligation of the issuer enforceable in accordance  with
its  terms;  (ii)  an opinion of Bond Counsel,  counsel  for  the
issuer of the substitute Credit Facility, counsel for the Company
or  the Trustee to the effect that the substitute Credit Facility
meets  the requirements of this Section 3.15; (iii) a certificate
of  the  Bank  that  all  amounts  due  under  the  Reimbursement
Agreement  have been paid and that the Company has fulfilled  all
its  obligations arising out of such Agreement; and (iv)  written
evidence from S&P, if such Bonds are then rated by S&P, that  the
replacement of the Credit Facility will not in itself  result  in
the   suspension, reduction or withdrawal of the  rating  on  the
Bonds.  Notice  of the substitution or replacement  of  a  Credit
Facility shall be sent by the Trustee to S&P.

     (b)  Requirements.  Notwithstanding anything to the contrary
contained herein, each Credit Facility must:

           (i)  be an irrevocable, unconditional obligation of  a
     financial institution;

           (ii) be on terms no less favorable to the Paying Agent
     than  the Letter of Credit, and entitle the Paying Agent  to
     draw  upon  or  demand  payment and receive  in  immediately
     available  funds an amount equal to the sum of the principal
     amount  of  the Bonds supported by the Credit Facility,  any
     premium  applicable thereto, and (A) forty-five  (45)  days'
     accrued  interest  at  the  Maximum  Interest  Rate  on  the
     principal amount of Bonds then Outstanding in the Daily Mode
     or  the  Weekly Mode, (B) a number of days' accrued interest
     at  the Maximum Interest Rate on Bonds in the Flexible  Mode
     that  equals  the  number of days established  by  a  Credit
     Facility as the maximum length of a Rate Period (which shall
     not  exceed  270  days) for the Bonds in the Flexible  Mode,
     plus twenty (20) days or (C) two hundred (200) days' accrued
     interest  at  the  Maximum Interest Rate  on  the  principal
     amount  of  Bonds  then Outstanding in the Multiannual  Mode
     plus an amount equal to any applicable premium which may  be
     paid on the Bonds in the Multiannual Mode;

           (iii)      provide for a term which may not expire  in
     less than one year and which may not expire or be terminated
     prior  to the fifth Business Day after the mandatory  tender
     for   purchase   as   provided  in  Sections   3.01(c)(iii),
     3.01(d)(iv), 3.01(e)(iv) or 3.01(f)(iii).  The Paying  Agent
     and the Trustee shall not agree to any amendment of a Credit
     Facility which in any way limits the obligation of the  Bank
     to provide funds under the Credit Facility without the prior
     written  consent of holders of 100% of the principal  amount
     of  the  Bonds  Outstanding  and  entitled  to  the  benefit
     thereof;

          (iv) secure all Bonds; and

           (v)   be accompanied by written evidence from S&P,  if
     such Bonds are then rated by S&P, that the use of the Credit
     Facility  will  not  in  itself result  in  the  suspension,
     reduction  or withdrawal of the rating on the Bonds.  Notice
     of the use of a Credit Facility shall be sent by the Trustee
     to S&P.



                  ARTICLE IV: TAX-EXEMPT STATUS


      Section 4.01.  Exemption from Federal Income Taxation.  The
Issuer  and  the Trustee will not knowingly take any  action,  or
omit  to take any action, which action or omission will adversely
affect  the  exclusion from gross income for federal  income  tax
purposes  of  interest on the Bonds, and in  the  event  of  such
action  or  omission  will  promptly,  upon  receiving  knowledge
thereof, take all lawful actions, based on advice of Bond Counsel
and  at  the expense of the Company, as may rescind or  otherwise
negate such action or omission.

     Section 4.02.  Covenants Regarding Rebate.

      (a)   A  special Rebate Fund is hereby established  by  the
Issuer.   The  Rebate Fund shall be for the sole benefit  of  the
United States of America and shall not be subject to the claim of
any  other person, including without limitation, the Bondholders.
The  Rebate Fund is established for the purpose of complying with
section  148 of the Code and the Treasury Regulations promulgated
pursuant  thereto.   The  money deposited  in  the  Rebate  Fund,
together  with  all  investments thereof  and  investment  income
therefrom, shall be held in trust and applied solely as  provided
in  this section.  The Rebate Fund is not a portion of the  Trust
Estate  and  is  not  subject  to the  lien  of  this  Indenture.
Notwithstanding the foregoing, the Trustee with  respect  to  the
Rebate   Fund  is  afforded  all  the  rights,  protections   and
immunities otherwise accorded to it hereunder.

      (b)   Within ten days after the close of each "Bond  Year,"
the  Trustee shall receive from the Company a computation in  the
form of a certificate of an authorized officer of the Company  of
the amount of "Excess Earnings," if any, for the period beginning
on  the date of delivery of the Bonds and ending at the close  of
such  "Bond  Year" and the Company shall pay to the  Trustee  for
deposit  into the Rebate Fund an amount equal to the  difference,
if any, between the amount then in the Rebate Fund and the Excess
Earnings so computed.  The term "Bond Year" means with respect to
the  Bonds each one-year period ending on the anniversary of  the
date  of  delivery of the Bonds or such other period  as  may  be
elected  by  the  Issuer in accordance with the  Regulations  and
notice  of which election has been given to the Trustee.  If,  at
the close of any Bond Year, the amount in the Rebate Fund exceeds
the amount that would be required to be paid to the United States
of  America under paragraph (d) below if the Bonds had been  paid
in  full, such excess may be transferred from the Rebate Fund and
paid  to the Company, and the Company shall use for such purposes
for  which,  or to be redeposited to such fund from  which,  such
amounts were originally derived.

      (c)   In general, "Excess Earnings" for any period of  time
means the sum of

          (i)  the excess of --

                     (A)  the aggregate amount earned during such
          period   of   time  on  all  "Nonpurpose   Investments"
          (including   gains   on   the   disposition   of   such
          Obligations) in which "Gross Proceeds" of the issue are
          invested (other than amounts attributable to an  excess
          described in this subparagraph (c)(i), over

                     (B)   the amount that would have been earned
          during  such  period of time if the   "Yield"  on  such
          Nonpurpose Investments (other than amounts attributable
          to an excess described in this subparagraph (c)(i)) had
          been equal to the yield on the issue, plus

          (ii) any income during such period of time attributable
     to the excess described in subparagraph (c)(i) above.

      The  term Nonpurpose Investments, Gross Proceeds, and Yield
shall have the meanings given to such terms in section 148 of the
Code and the Regulations promulgated pursuant to such section.

      (d)   The Trustee shall pay to the United States of America
at  least  once  every five years, to the extent that  funds  are
available  in  the  Rebate  Fund or  otherwise  provided  by  the
Company, an amount that ensures that at least 90 percent  of  the
Excess  Earnings from the date of delivery of the  Bonds  to  the
close of the period for which the payment is being made will have
been paid.  The Trustee shall pay to the United States of America
not later than 60 days after the Bonds have been paid in full, to
the  extent  that  funds  are available in  the  Rebate  Fund  or
otherwise provided by the Company, 100 percent of the amount then
required to be paid under section 148(f) of the Code as a  result
of Excess Earnings.

      (e)   The  amounts  to  be  computed,  paid,  deposited  or
disbursed  under this section shall be determined by the  Company
acting  on  behalf of the Issuer within ten days after each  Bond
Year  after the date of issuance of each issue or series of Bonds
unless  the Trustee shall have been provided a Favorable  Opinion
with  respect  to  the noncompliance with such requirements.   By
such date, the Company shall also notify, in writing, the Trustee
and the Issuer of the determinations the Company has made and the
payment  to  be made pursuant to the provisions of this  section.
Upon  written  request  of any registered  owner  of  Bonds,  the
Company  shall  furnish  to  such registered  owner  of  Bonds  a
certificate  showing  compliance  with  this  section  and  other
applicable provisions of section 148 of the Code.

      (f)   The  Trustee shall maintain a record of the  periodic
determinations by the Company of the Excess Earnings for a period
beginning  on the first anniversary date of the issuance  of  the
Bonds and ending on the date six years after the final retirement
of  the  Bonds.   Such records shall state each such  anniversary
date  and  summarize the manner in which the Excess Earnings,  if
any, was determined.

     (g)  If the Trustee shall declare the principal of the Bonds
and  the interest accrued thereon immediately due and payable  as
the result of an Event of Default specified in the Indenture,  or
if  the  Bonds are optionally or mandatorily prepaid or  redeemed
prior to maturity as a whole in accordance with their terms,  any
amount  remaining in any of the funds, other than amounts in  the
Credit  Facility  Account  or the Bond Purchase  Fund,  shall  be
transferred  to  the Rebate Fund to the extent  that  the  amount
therein  is less than the Excess Earnings computed by the Company
as  of  the  date  of  such acceleration or redemption,  and  the
balance  of such amount shall be used immediately by the  Trustee
for  the  purpose of paying principal of, redemption premium,  if
any,  and interest on the Bonds when due.  In furtherance of such
intention, the Issuer hereby authorizes and directs its President
to execute any documents, certificates or reports required by the
Code  and to make such elections, on behalf of the Issuer,  which
may  be  permitted by the Code as are consistent with the purpose
for the issuance of the Bonds.


                    ARTICLE V: THE FACILITIES


      Section 5.01.  Facilities.  The Company has agreed  in  the
Facilities Agreement to comply with certain requirements  in  the
acquisition, construction and improvement of the Facilities.


                ARTICLE VI:  DEFAULT AND REMEDIES


     Section 6.01.  Default and Waiver.

     (a)  Events of Default; Default.  "Event of Default" in this
Indenture  means  any  one of the events  set  forth  below  with
respect  to the Bonds and "Default" means any event with  respect
to the Bonds which with the lapse of time or notice or both would
be an Event of Default.

           (i)   Debt  Service on Bonds; Required Purchase.   Any
     principal of or interest on any Bond shall not be paid  when
     due, whether at maturity or otherwise, or any Purchase Price
     for  Bonds  shall not be paid as provided in Sections  3.01,
     3.06, 3.08 or 3.09, except that it shall not be an Event  of
     Default  if interest on any Bond not supported by  a  Credit
     Facility  is  paid within sixty (60) days after  it  becomes
     due.

           (ii)  Other  Obligations.  The Issuer  shall  fail  to
     observe  or perform any of its other covenants or agreements
     contained  herein  and  such failure shall  continue  for  a
     period of sixty (60) days after written notice given to  the
     Issuer by the Trustee or the Bondholders of at least 25%  in
     principal   amount  of  the  Bonds  Outstanding;   provided,
     however, that if such Default cannot be cured by the  Issuer
     within  such sixty (60) day period, it shall not  constitute
     an  Event of Default if curative action is instituted by the
     Issuer  within such sixty (60) day period and thereafter  is
     diligently pursued until such Default is cured.
           (iii)     Events of Bankruptcy.  (a)  The entry  by  a
     court having jurisdiction in the premises of (1) a decree or
     order for relief in respect of the Company in an involuntary
     case  or  proceeding under any applicable federal  or  state
     bankruptcy, insolvency, reorganization or other similar  law
     or (2) a decree or order adjudging the Company a bankrupt or
     insolvent, or approving as properly filed a petition by  one
     or  more  Persons  other than the Company  seeking  reorgani
     zation,  arrangement,  adjustment or composition  of  or  in
     respect of the Company under any applicable federal or state
     law,   or  appointing  a  custodian,  receiver,  liquidator,
     assignee,  trustee, sequestrator or other  similar  official
     for the Company or for any substantial part of its property,
     or  ordering  the winding up or liquidation of its  affairs,
     and  any  such decree or order for relief or any such  other
     decree  or order shall have remained unstayed and in  effect
     for a period of 90 consecutive days; or (b) the commencement
     by  the Company of a voluntary case or proceeding under  any
     applicable   federal   or   state  bankruptcy,   insolvency,
     reorganization or other similar law or of any other case  or
     proceeding to be adjudicated a bankrupt or insolvent, or the
     consent  by it to the entry of a decree or order for  relief
     in  respect of the Company in a case or proceeding under any
     applicable  federal or state bankruptcy, insolvency,  reorga
     nization or other similar law or to the commencement of  any
     bankruptcy or insolvency case or proceeding against  it,  or
     the  filing by it of a petition or answer or consent seeking
     reorganization  or  relief under any applicable  federal  or
     state  law,  or  the  consent by it to the  filing  of  such
     petition or to the appointment of or taking possession by  a
     custodian,   receiver,   liquidator,   assignee,    trustee,
     sequestrator or similar official of the Company  or  of  any
     substantial part of its property, or the making by it of  an
     assignment for the benefit of creditors, or the admission by
     it in writing of its inability to pay its debts generally as
     they become due, or the authorization of such action by  the
     Board of Directors of the Company.

          (iv) Reimbursement Agreement. The Trustee or the Paying
     Agent  shall have received written notice from the  Bank  of
     the  occurrence of an event of default under a Reimbursement
     Agreement  and  directing that the Bonds become  immediately
     due and payable.

           (v)   Non-Reinstatement under the Credit Facility.  If
     the  Paying Agent shall receive written notice from the Bank
     within fourteen (14) calendar days after a drawing under the
     Credit  Facility to pay interest on the Bonds that the  Bank
     has not reinstated the amount so drawn.

In  the  event  of  an  occurrence of  a  Default  under  Section
6.01(a)(iv)  or (v), and the receipt of notice thereof  from  the
Bank  by  either  the Trustee or Paying Agent, each  party  shall
promptly  confirm  to the other the receipt of  such  notice.  In
addition, the Company agrees to notify the Issuer, the Bank,  the
Remarketing  Agent, the Paying Agent and the Trustee promptly  in
writing  of the occurrence of any Default or Event of Default  of
which  it  has  knowledge.  Within seven  (7)  days  after  being
notified  of  a  Default or an Event of Default  as  provided  in
Section  7.02(e), the Trustee (or the Paying Agent at the request
of  the  Trustee)  will give notice thereof to the  Bank  and  to
holders  of  Bonds  not secured by a Credit  Facility  and,  with
respect    to   holders   of   Bonds   secured   by   a    Credit
Facility, the Trustee (or the Paying Agent at the request of  the
Trustee)  will promptly give notice of such an Event of  Default,
provided that such notice to holders of Bonds secured by a Credit
Facility  shall be given only with respect to Events  of  Default
under Sections (iii), (iv) or (v) above.

     (b)  Waiver.  At any time before an acceleration pursuant to
Section 6.02(a)(i),  the Trustee may waive a Default (other  than
a  Default  in  the payment of the Purchase Price, principal  of,
premium, if any, or interest on Bonds) and its consequences  with
respect  to  Bonds  subject to acceleration pursuant  to  Section
6.02(a), by written notice to the Company, and in the absence  of
inconsistent instructions from Bondholders pursuant  to  Sections
6.05  or 9.01 shall do so upon written instruction of the  owners
of  at  least twenty-five per cent (25%) in principal  amount  of
such  Bonds  Outstanding.   No waiver under  this  Section  shall
affect  the right of the Trustee, the Paying Agent or the  Issuer
to  enforce the payment of any amounts owing to it.  The  Trustee
shall  not  waive any Event of Default under Sections 6.01(a)(i),
6.01(a)(iv) or 6.01(a)(v).

     Section 6.02.  Acceleration.

      (a)   Bonds Not Supported by a Credit Facility. If an Event
of  Default described in Section 6.01(a)(i) hereof occurs and  is
continuing, the Trustee may, and upon the written request of  the
Bondholders  of  at  least  25%  in  principal  amount   of   the
Outstanding  Bonds  (other than Bonds that  are  supported  by  a
Credit  Facility,  Pledged  Bonds and Company  Bonds)  shall,  by
written  notice to the Company, the Issuer, the Paying Agent  and
the  Remarketing Agent, declare immediately due and  payable  the
principal  of  the Outstanding Bonds (other than Bonds  that  are
supported  by a Credit Facility and Pledged Bonds, but  including
Company  Bonds) and the accrued interest thereon,  whereupon  the
same shall become immediately due and payable without any further
action or notice.  If within 15 days after such declaration,  all
amounts  payable to the Issuer and the Trustee hereunder  and  on
Bonds  (except principal of and interest on Bonds which  are  due
solely  by reason of such acceleration) shall have been  paid  or
provided for by deposit with the Trustee and all existing  Events
of  Default or Defaults with respect to the Bonds shall have been
cured or waived, then the Bondholders representing a majority  in
principal amount of the Bonds subject to acceleration under  this
Section  6.02(a) may annul such acceleration and its consequences
by  written  notice to the Issuer, the Trustee and  the  Company.
Such annulment shall be binding upon the Issuer, the Trustee  and
all of the Bondholders, but no such annulment shall extend to  or
affect any subsequent Events of Default or Default or impair  any
right or remedy consequent thereto.

      (b)  Bonds Supported by a Credit Facility. If the Event  of
Default is one described in Section 6.01(a)(i), (iv) or (v),  the
principal  of  the Bonds that are supported by a Credit  Facility
and   Pledged   Bonds   and   accrued  interest   thereon   shall
automatically become immediately due and payable, on the date  of
such  Event of Default, without any further notice or  action  in
accordance  with Section 6.05. Notwithstanding the foregoing,  if
an Event of Default described in Section 6.01(a)(i) occurs due to
the  failure of the Paying Agent to receive sufficient funds  for
the  payment  of the Purchase Price of all Bonds supported  by  a
Credit  Facility tendered for purchase on any Purchase Date,  the
Paying Agent shall immediately draw under the Credit Facility  an
amount equal to such deficiency (except to the extent that one or
more  drawings have been made previously in respect of  the  same
deficiency), plus one day's accrued interest on such  Bonds,  and
only  if  such  Event of Default is not cured  by  the  close  of
business  on  the  next  Business Day  shall  there  be  such  an
automatic acceleration of the payment of principal of and accrued
interest on such Bonds.

      Section 6.03.  Court Proceedings.  The Trustee may  enforce
the provisions of this Indenture by appropriate legal proceedings
for  the  specific  performance of any  covenant,  obligation  or
agreement contained herein whether or not a Default or  an  Event
of  Default  exists, or for the enforcement of  any  other  appro
priate  legal or equitable remedy, and may recover damages caused
by any breach by the Company of the provisions of this Indenture,
including  (to  the extent this  Indenture may lawfully  provide)
court  costs,  reasonable attorney's fees  and  other  costs  and
expenses  incurred in enforcing the obligations  of  the  Company
under  the Facilities Agreement.  The Issuer may likewise enforce
obligations owed to it hereunder which it has not assigned to the
Trustee.   All rights under this Indenture and the Bonds  may  be
enforced  by the Trustee without the possession of any  Bonds  or
the production thereof at the trial or other proceedings relative
thereto,  and any proceeding instituted by the Trustee  shall  be
brought in its name for the ratable benefit of the Bondholders.

     Section 6.04.  Revenues after Default.  After the occurrence
of  an  Event of Default, any funds pledged as security hereunder
for  the  Bonds and any other moneys received by the Trustee  for
the  Bonds  (other  than amounts irrevocably  set  aside  to  pay
particular  Bonds) shall be applied to amounts due under  Section
3.06  (without regard to any grace periods), which amounts  shall
be applied in the order specified in Section 3.05.

      Section  6.05.   The  Credit Facility;  Acceleration.  Upon
acceleration  of  Bonds on the date of the Event  of  Default  in
accordance with Section 6.02(b) prior to expiration of  a  Credit
Facility,  the  Trustee shall instruct the Paying Agent  to  draw
immediately  on  the Credit Facility in an amount  equal  to  the
aggregate unpaid principal of and interest on the Bonds supported
by  the Credit Facility to the date on which interest will  cease
to  accrue  (which shall be the date, with respect to  a  default
under  Section  6.01(a)(i), that a principal or interest  payment
which  was not made was due, or, with respect to a default  under
Section 6.01(a) (iv) or 6.01(a)(v), the date the Paying Agent  or
Trustee receives notice of a Default from the Bank). Upon payment
of principal and interest on Bonds from amounts drawn on a Credit
Facility  upon acceleration, no further amounts with  respect  to
the  Bonds shall be payable to the Bondholders, but such  payment
shall not reduce or satisfy any Facilities Payment obligation  of
the  Company unless the Bank shall have been fully reimbursed for
amounts  advanced under a Credit Facility. The Trustee shall  not
require  indemnification for any instruction required by  Section
6.02  or  this  Section 6.05 to be given by the  Trustee  to  the
Paying  Agent to draw on the Credit Facility, prior to  the  time
such instruction is given, except and unless such instruction  is
prohibited  by  or violates applicable law or any outstanding  or
pending court or governmental order or decree.

      Section  6.06.   Rights of Bondholders.   If  an  Event  of
Default   occurs  and  is  continuing,  and  if  the  Bondholders
representing  not  less  than  25% in  principal  amount  of  the
Outstanding Bonds shall have requested the Trustee in writing  to
exercise  one  or  more  of  the  rights  and  remedies  provided
hereunder  and  offered  it  indemnity  as  provided  in  Section
7.02(e),  the Trustee shall be required to exercise such  one  or
more  of  the rights and remedies hereunder as the Trustee  shall
determine to be in the best interest of the Bondholders  and  not
inconsistent with any directions given in accordance with Section
9.01.   The  Trustee  may  refuse to follow  any  direction  that
conflicts  with  law  or would involve the  Trustee  in  personal
liability.   No Bondholder shall have any right to  institute  an
action  in  law or equity or to pursue any other remedy hereunder
with  respect to any Bond unless (i) an Event of Default of which
the  Trustee  has  been  notified has  occurred  and  Bondholders
representing  not  less  than  25% in  principal  amount  of  the
Outstanding Bonds shall have requested the Trustee in writing  to
exercise  its rights and remedies with respect thereto and  shall
have  offered  the Trustee reasonable opportunity to  do  so  and
indemnity as provided in Section 7.02(e), (ii) the Trustee  shall
within 60 days thereafter fail to exercise any of such rights  or
remedies, and (iii) during which 60 day period, the holders of  a
majority  principal amount of the Outstanding Bonds do  not  give
the  Trustee  a  direction inconsistent  with  the  request.   No
Bondholder shall have any right to institute any action or pursue
any  other  remedy  if  and  to the extent  that  the  surrender,
impairment, waiver, or loss of the lien of this  Indenture would,
under  applicable  law, result.  Notwithstanding  the  foregoing,
each  Bondholder shall have a right of action to enforce  payment
of  the  principal of (and premium, if any) and (subject  to  the
rights  of  Bondholders  of record on  any  special  record  date
established  in respect of interest in default) interest  on  the
Bonds  at and after the due dates thereof at the place, from  the
sources and in the manner expressed in the Bonds.

     Section 6.07.  Performance of Company's Obligations.  If the
Company shall fail to observe or perform any of its agreements or
obligations  under the Facilities Agreement, the  Issuer  or  the
Trustee may but shall not be obligated to perform the same in its
own  name or in the Company's name and each is hereby irrevocably
appointed  the  Company's  attorney-in-fact  for  such   purpose.
Unless an Event of Default exists, the Issuer or the Trustee,  as
the case may be, shall give at least five (5) days' notice to the
Company  before taking action under this section, except that  in
case  of emergency as reasonably determined by the acting  party,
it  may  act  on lesser notice or give the notice promptly  after
rather than before taking the action.  The reasonable cost of any
such  action performed by the Trustee or the Issuer shall be paid
or  reimbursed by the Company within thirty (30) days  after  the
Trustee or the Issuer notifies the Company of such cost.

      Section 6.08.  Remedies Cumulative; No Waiver.  The  rights
and  remedies under this Indenture shall be cumulative and  shall
not  exclude  any  other  rights and  remedies  allowed  by  law,
provided  there  is  no  duplication of  recovery.   Neither  the
failure  to  insist  upon  a strict performance  of  any  of  the
obligations  of  the  Issuer or the Company nor  the  failure  to
exercise any remedy for any violation thereof, shall be taken  as
a  waiver  for  the  future of the right to  insist  upon  strict
performance  of  the obligation or of the right to  exercise  any
remedy for the violation.

      Section 6.09.  Undertaking for Costs.  The Trustee and  the
Issuer  agree, and each Bondholder by his acceptance  of  a  Bond
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 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 such court may in its discretion
assess  reasonable costs, including reasonable  attorneys'  fees,
against  any party litigant in such suit, having due  regard  for
the  merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.09 shall not
apply  to  any  suit  instituted by  the  Trustee,  to  any  suit
instituted  by  any Bondholder, or group of Bondholders,  holding
more than 25% in principal amount of the Outstanding Bonds, or to
any    suit    instituted    by   any    Bondholder    for    the
enforcement  of the payment of the principal of, or  premium,  if
any,  or  interest  on any Bond on or after the maturity  thereof
expressed  in  such  Bond (or, in the case of redemption,  on  or
after the redemption date).

      Section  6.10.   Trustee May File  Proofs  of  Claim.   The
Trustee  may  file  such  proof of claim  and  other  papers  and
documents as may be necessary or advisable in order to  have  the
claim  of the Trustee and the Bondholders allowed in any judicial
proceeding  relating  to  the  Company,  its  creditors  or   its
property.


                    ARTICLE VII:  THE TRUSTEE


      Section  7.01.   Corporate Organization, Authorization  and
Capacity.   The  Trustee represents and warrants  that  it  is  a
national  banking  association  with  fiduciary  power  and  duly
licensed  or  qualified  to do business in  Louisiana,  with  the
capacity  to  exercise  the  powers and  duties  of  the  Trustee
hereunder,  and  that  by proper corporate  action  it  has  duly
authorized the execution and delivery of this Indenture.

     Section 7.02.  Rights and Duties of the Trustee.

      (a)  Moneys to be Held in Trust.  All moneys deposited with
the Trustee under this Indenture (other than amounts received for
its  own  use) shall be held by the Trustee in trust and  applied
subject  to  the provisions of this Indenture, but  need  not  be
segregated from other funds except as required herein or by  law.
The Trustee shall have no liability in any respect whatsoever  in
regards to any moneys deposited in the Paying Agent Subaccount.

      (b)   Accounts.  The Trustee shall keep proper accounts  of
its  transactions  hereunder (separate from its other  accounts),
which  shall  be open to inspection at reasonable  times  by  the
Issuer, the Company and the Bondholders and their representatives
duly authorized in writing.

     (c)  Performance of the Issuer's Obligations.  If the Issuer
shall  fail  to  observe or perform any agreement  or  obligation
contained  in this Indenture, the Trustee may institute  whatever
legal  proceedings,  and  take any  lawful  actions,  as  may  be
required  to  compel  full  performance  by  the  Issuer  of  its
obligations, and in addition, the Trustee may, but shall  not  be
required,  to  whatever  extent  it  deems  appropriate  for  the
protection of the Bondholders, itself or the Company, perform any
such obligation in the name of the Issuer and on its behalf.

     (d)  Responsibility.

           (i)   Except  during the continuance of  an  Event  of
     Default,  (A) the Trustee undertakes to perform such  duties
     and  only such duties as are specifically set forth  herein,
     and  no implied covenants or obligations shall be read  into
     this  Indenture against the Trustee; and (B) in the  absence
     of bad faith on its part, the Trustee may conclusively rely,
     as  to  the truth of the statements and correctness  of  the
     opinions   expressed  therein  upon  notices,  certificates,
     opinions,  or other documents furnished to the  Trustee  and
     conforming to the requirements of this Indenture;  provided,
     however,  in  the  case  of any such notices,  certificates,
     opinions,  or other documents 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.

           (ii)  In case an Event of Default has occurred and  is
     continuing,  the Trustee shall exercise such of  the  rights
     and  powers vested in it by this Indenture, and use the same
     degree  of  care and skill in their exercise, as  a  prudent
     person would exercise under the circumstances in the conduct
     of such person's own affairs.

           (iii)      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
     willful misconduct, except that:

               (A)  the Trustee shall not be liable for any error
                    in  judgment made in good faith, unless it be
                    proved that the Trustee was grossly negligent
                    in ascertaining the pertinent facts;

               (B)  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  Bondholders  as  provided
                    herein  relating  to any of  the  matters  in
                    respect  of which the Bondholders may  direct
                    the  Trustee as referred to in Section  6.01,
                    Section  6.02, Section 6.06 or Section  9.01,
                    or  elsewhere in this Indenture  relating  to
                    the time, method, and place of conducting any
                    proceeding  for any remedy available  to  the
                    Trustee,   or  exercising  any  trust   power
                    conferred   upon  the  Trustee,  under   this
                    Indenture; and

               (C)  regardless  of whether there is a Default  or
                    an  Event  of Default, no provision  of  this
                    Indenture shall require the Trustee to expend
                    or  risk its own funds or otherwise incur any
                    financial liability in the performance of its
                    duties  hereunder, or in the exercise of  any
                    of  its  right or powers, if it  believes  in
                    good  faith that repayment of such  funds  or
                    adequate indemnity satisfactory to it is  not
                    reasonably assured to it.

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

           (v)   The  Trustee shall be entitled to the advice  of
     counsel  (who may be the Trustee's counsel, counsel for  the
     Issuer, the Company, or any Bondholder) and shall be  wholly
     protected as to any action taken or omitted to be  taken  in
     good  faith and reliance upon such advice.  The Trustee  may
     execute  any of the trusts or powers or perform  any  duties
     hereunder,   either  directly  or  by  or  through   agents,
     attorneys, accountants, experts, or other professionals, and
     may  in  all  cases pay such reasonable compensation  as  it
     shall  deem  proper  to  all persons as  reasonably  may  be
     required and employed in connection with the trusts  hereof.
     The  Trustee shall not be responsible for any misconduct  or
     negligence  on  the  part  of  any  such  agent,   attorney,
     accountant,  expert,  or professional selected  by  it  with
     reasonable care.  Notwithstanding Sections 6.07 and  7.02(c)
     hereof, it shall not be the duty of the Trustee to see  that
     any  duties  or obligations herein imposed upon the  Issuer,
     the Company, or other Persons are performed, and the Trustee
     shall  not be liable or responsible for the failure  of  the
     Issuer, the Company, or such other Person to perform any act
     required  of  them  by  this  Indenture  or  the  Facilities
     Agreement.   The Trustee shall not be liable for any  action
     taken  by it in good faith and reasonably believed by it  to
     be  within  the discretion or powers conferred upon  it,  in
     good faith omitted to be taken by it and reasonably believed
     to  be  beyond the discretion or powers conferred  upon  it,
     taken  by  it  pursuant to any direction or  instruction  by
     which it is governed hereunder, or omitted to be taken by it
     by  reason  of the lack of such direction or instruction  or
     other action by it as is called for hereby, in which case it
     may  defer such action pending receipt of such evidence,  if
     any,  as  it  may reasonably require in support thereof  and
     shall  be fully protected in relying upon any such evidence.
     The  Trustee shall in no event be liable for the application
     or misapplication of funds, or for other acts or defaults by
     any   Person,  except  its  own  directors,  officers,   and
     employees.   No  recourse shall be had by the  Company,  the
     Issuer,  the  Bank, the Remarketing Agent or any  Bondholder
     for  any  claim based on this Indenture or any Bond  against
     any  director,  officer, employee, or agent of  the  Trustee
     alleging  personal  liability on the  part  of  such  Person
     except on account of bad faith, fraud, deceit or intentional
     misapplication of funds.  The recitals contained herein  and
     in   the   Bonds,   except  the  Trustee's  Certificate   of
     Authentication,  shall  be taken as the  statements  of  the
     Issuer  or the Company, as the case may be, and the  Trustee
     assumes  no  responsibility  for  their  correctness.    The
     Trustee  makes  no  representations as to  the  validity  or
     sufficiency  of this Indenture or the Bonds or the  validity
     or  sufficiency of the security therefor.  The Trustee shall
     not  be  held accountable for the use or application by  the
     Issuer or the Company of the Bonds or proceeds thereof.  The
     Trustee is not a party to, is not responsible for, and makes
     no representations with respect to, matters set forth in any
     Offering   Circular   or  similar  document   prepared   and
     distributed  in  connection with  the  sale  of  the  Bonds.
     Neither  the Trustee nor the Paying Agent shall be obligated
     to  pay interest on any money received by it except as  they
     may  expressly agree.  The Trustee shall not be  responsible
     for  the  preparation or filing of any financing statements,
     amendments   thereto,   continuation   statements   or   any
     instruments of further assurance or collateral assignment.

      (e)   Limitations  on Actions.  The Trustee  shall  not  be
required to monitor the financial condition of the Company or the
physical  condition  of  the  Facilities  and,  unless  otherwise
expressly provided herein, shall not have any responsibility with
respect to notices, certificates or other documents filed with it
hereunder,  except to make them available for inspection  by  the
Bondholders.   The Trustee shall not be deemed to have  knowledge
of  and  shall not be required to take notice of any  Default  or
Event  of  Default  unless  the  Trustee  shall  be  specifically
notified  in writing at its principal corporate trust  office  by
the Company, the Issuer, the Bank or Bondholders representing not
less  than 25% in principal amount of the Outstanding Bonds,  or,
in  the  case  of a Default or an Event of Default under  Section
6.01(a)(i) relating to the payment of principal, premium, if any,
and  interest  on  the Bonds, the Trustee shall  be  notified  in
writing  by the Paying Agent, and in the absence of such  notices
so  delivered, the Trustee may conclusively assume no Default  or
Event  of  Default  exists,  and wherever  in  this  Indenture  a
provision  exists that requires the Trustee to give a  notice  of
Default  or  of  an Event of Default, the Trustee  shall  not  be
required  to give any such notice unless it has been notified  of
such  Default  or  Event of Default as in  this  Section  7.02(e)
provided. The Trustee shall not be required to take any  remedial
action  (other  than  the  giving  of  notice)  unless  indemnity
reasonably  satisfactory to it is furnished  for  any  reasonable
expense or liability to be incurred therein, other than liability
for failure to meet the standards set forth in this section.  The
Trustee  shall be entitled to reimbursement from the Company  for
its  expenses  reasonably  incurred  and  extraordinary  expenses
reasonably   incurred   or   advances  reasonably   made,   which
reimbursement  shall be due and payable thirty  (30)  days  after
notifying  the  Company  of such expenses  or  advances,  in  the
exercise  of  its  rights or the performance of  its  obligations
hereunder,  whether  or not it acts without previously  obtaining
indemnity.  Except as may otherwise be agreed by the Trustee, the
Trustee  shall  have  no  responsibility  with  respect  to   the
enforcement  of  any  Credit  Facility  obtained  in   accordance
herewith.

      A  permissive right or power to act granted to the  Trustee
herein shall not be construed as a requirement for the Trustee to
so  act.  Upon receipt of written notice, direction, instruction,
and   indemnity  as  provided  above  and,  after   making   such
investigation,  if  any, as it deems appropriate  to  verify  the
occurrence  of  any  Default  of which  it  is  notified  by  the
Bondholders,  the  Trustee shall pursue such  remedies  hereunder
(not contrary to such direction) as it deems appropriate for  the
protection of the Bondholders.

      (f)   Financial  Obligations.  Nothing  contained  in  this
Indenture shall in any way obligate the Trustee to pay  any  debt
or  meet  any financial obligations to any Person in relation  to
the  Facilities except from moneys received under the  provisions
of  this Indenture (including from the exercise of its rights and
remedies  hereunder)  other  than moneys  received  for  its  own
purposes.

      (g)   Ownership of Bonds.  The Trustee or any affiliate  of
the  Trustee  may be or become the owner of Bonds with  the  same
rights as if it were not Trustee.

      (h)  No Surety Bond.  The Trustee shall not be required  to
furnish any bond or surety.

      (i)   Requests  by the Company.  Upon any  request  by  the
Company  to  the Trustee to take any action under this  Indenture
(including,  but not limited to, any proposed amendment  pursuant
to  Section 10.01) the Trustee shall be entitled to receive  from
the  Company  prior to taking such action, and to  rely  upon,  a
certificate of a Company Representative and an opinion of counsel
reasonably satisfactory to the Trustee (who may be counsel to the
Company),  and, if applicable in the reasonable judgment  of  the
Trustee,  a  certificate  of an accountant  satisfactory  to  the
Company  (who  may be an employee of the Company),  each  to  the
effect  that  in  the  signer's opinion all conditions  precedent
applicable to such action under this Indenture, if any, have been
satisfied  (and, in the case of the certificate  of  the  Company
Representative, including but not limited to the absence  of  any
Default or Event of Default) and such action is permitted by this
Indenture.

      (j)   Authentication of Bonds.  The Trustee  shall  act  as
authenticating agent for the Bonds.  The Trustee may either  sign
the  Certificate of Authentication in its own name or may appoint
one  or more agents to sign the Certificate of Authentication  on
the Trustee's behalf.  So long as Bonds are in the Flexible Mode,
the Daily Mode or the Weekly Mode, the Trustee shall use its best
efforts  to  have  the  ability  to  cause  the  Certificate   of
Authentication to be executed at a location satisfactory  to  the
Paying  Agent.   The  Trustee shall have  no  liability  for  the
negligence or wrongful conduct (in each case whether  by  act  or
omission) of any such agent appointed with reasonable care.   The
Trustee  shall have no liability if, after its best  efforts,  it
finds  that  it  does  not have the ability (either  directly  or
through  an agent) to cause the Certificate of Authentication  to
be executed and delivered on a timely basis when Bonds are in the
Flexible Mode, the Daily Mode or the Weekly Mode. The Trustee  or
any  such  authenticating agent appointed by it  hereunder  shall
authenticate  and  deliver any Bond or Bonds in substitution  for
any  Bond or Bonds entitled under any of the provisions  of  this
Indenture to be exchanged, transferred, or replaced on account of
destruction, theft, loss or mutilation, or otherwise.

      Section  7.03.   Fees  and Expenses of  the  Trustee.   The
Company shall pay to the Trustee reasonable compensation for  its
services  and  pay  or reimburse the Trustee for  its  reasonable
expenses and disbursements, including reasonable attorneys'  fees
hereunder and fees for reasonable extraordinary services provided
hereunder and shall indemnify the Trustee to the extent  required
by  the Facilities Agreement.  As security for the performance of
the  obligations of the Company under this Section,  the  Trustee
shall  have a lien prior to the Bonds upon all property and funds
held  or  collected by the Trustee as such, except funds held  in
trust  for the payment of principal of (and premium, if  any)  or
interest on the Bonds.

      Section  7.04.   Resignation or Removal  of  Trustee.   The
Trustee may resign on not less than sixty (60) days' notice given
in  writing  to the Issuer, the Bondholders and the Company,  but
such resignation shall not take effect until a successor has been
appointed  and has assumed the duties hereunder.  If the  Trustee
has  given notice of its resignation, the Trustee may petition  a
court  of  competent  jurisdiction  for  the  appointment  of   a
temporary  Trustee to serve as Trustee until a successor  Trustee
has  been  duly appointed.  The Trustee will promptly certify  to
the  other  parties  that  it  has  mailed  such  notice  to  all
Bondholders  and  such certificate shall be  conclusive  evidence
that  such  notice was given in the manner required hereby.   The
Trustee  may  be  removed by written notice to  the  Issuer,  the
Company  and  the  Trustee  from the Bondholders  representing  a
majority  in  principal amount of the Bonds Outstanding,  but  no
such  resignation or removal shall take effect until a  successor
has  been  appointed  and  assumed  the  duties  hereunder.   The
Trustee's rights of indemnity under Section ___ of the Facilities
Agreement  and  amounts due and payable to it shall  survive  any
such  removal.   A petition in a court of competent  jurisdiction
for removal of the Trustee and the appointment of a successor may
be  filed  by the Bondholders representing not less than  25%  in
principal amount of the Bonds Outstanding.

      Section  7.05.   Successor  Trustee.   Any  corporation  or
association which succeeds to the corporate trust business of the
Trustee as a whole, or substantially as a whole, whether by sale,
merger, consolidation or otherwise, shall become vested with  all
the property, rights and powers of the Trustee hereunder, without
any further act or conveyance.

      In  case  the Trustee resigns or is removed without  giving
notice  as  required  by Section 7.04, or  becomes  incapable  of
acting,  or  becomes bankrupt or insolvent,  or  if  a  receiver,
liquidator  or conservator of the Trustee or of its  property  is
appointed, or if a public officer takes charge or control of  the
Trustee,  or  of  its property or affairs, a successor  shall  be
appointed  by  the Company with the consent of the Issuer,  which
consent  shall  not be unreasonably withheld upon written  notice
from  the  Company to the Issuer.  The Company  shall  notify  or
cause  to  be  notified  the Bondholders of  the  appointment  in
writing  within  twenty  (20) days  from  the  appointment.   The
Company  will promptly certify to the successor Trustee  that  it
has  mailed  such notice to all Bondholders and such  certificate
will  be  conclusive evidence that such notice was given  in  the
manner required hereby.  If no appointment of a successor is made
within  twenty  (20) days after the giving of written  notice  in
accordance with Section 7.04 or after the occurrence of any other
event  requiring  or authorizing such appointment,  the  outgoing
Trustee  or  any Bondholder may apply to any court  of  competent
jurisdiction  for the appointment of such a successor,  and  such
court may thereupon, after such notice, if any, as such court may
deem  proper,  appoint  such successor.   Any  successor  Trustee
appointed under this Section shall be a trust company or  a  bank
having  the  powers of a trust company, shall have a capital  and
surplus of not less than $50,000,000 and shall at the time of the
appointment  be  rated not less than Baa3/P-3 by  Moody's.    Any
such successor Trustee shall notify the Issuer and the Company of
its  acceptance of the appointment and, upon giving such  notice,
shall  become Trustee, vested with all the property,  rights  and
powers  of  the  Trustee hereunder, without any  further  act  or
conveyance.  Such successor Trustee shall, after payment  of  all
sums  then  owing  to  the Trustee hereunder,  execute,  deliver,
record  and  file such instruments as are required to confirm  or
perfect  its  succession  hereunder and any  predecessor  Trustee
shall  from time to time execute, deliver, record and  file  such
instruments  as the incumbent Trustee may reasonably  require  to
confirm  or  perfect  any succession hereunder.   Notwithstanding
anything  else contained in this Indenture, any corporation  into
which any Trustee hereunder may be merged or with which it may be
consolidated,  or any corporation resulting from  any  merger  or
consolidation to which any Trustee hereunder shall be  party,  or
any  corporation succeeding to all or substantially  all  of  the
corporate  trust business of the Trustee shall be  the  successor
trustee under this Indenture, without the execution or filing  of
any  paper or any further act on the part of the parties  hereto,
provided that such successor corporation continuing to act as the
Trustee shall meet the requirements of this Section 7.05, and  if
such  corporation  does not meet said requirements,  a  successor
trustee shall be appointed pursuant to this Section 7.05.



                    ARTICLE VIII:  THE ISSUER


      Section  8.01.  Limited Obligation.  Under no circumstances
shall  the  Issuer  be obligated directly or  indirectly  to  pay
Costs  of Issuance, principal of or premium, if any, and interest
on the Bonds, or expenses of operation, maintenance and upkeep of
the  Facilities, except from Bond proceeds or from funds received
under  this Indenture which may, in accordance herewith, be  used
for  such purposes, exclusive of funds received hereunder by  the
Issuer for its own use.  The obligation to pay the principal  of,
premium,  if  any,  and interest on the Bonds  from  the  sources
described  herein is solely and exclusively a special  obligation
of   the  Issuer.   No  other  entity,  including  the  State  of
Louisiana,  any  political subdivision  thereof  other  than  the
Issuer,  or  any  other  public  body,  is  obligated,  directly,
indirectly,  contingently or in any other  manner,  to  pay  such
principal,  premium or interest from any source whatsoever.   The
Bonds shall not be considered general obligations of the Board of
Commissioners  of  the  Issuer,  the  Issuer  or  the  State   of
Louisiana.  The Bondholders shall never have the right to  demand
payment  of the Bonds out of any funds raised or to be raised  by
taxation,  or  from any other funds except the sources  described
herein.   No  physical  property is encumbered  by  any  lien  or
security interest for the benefit of the registered owners of the
Bonds.

     Section 8.02.  Rights and Duties of the Issuer.

      (a)   Remedies of the Issuer.  Notwithstanding any contrary
provision in this Indenture, the Issuer shall have  the right  to
take  any action or make any decision with respect to proceedings
for  indemnity  against  the liability  of  the  Issuer  and  for
collection  or  reimbursement from sources other than  moneys  or
property held under this Indenture or subject to the lien hereof.
The Issuer may enforce its rights under this Indenture which have
not  been  assigned to the Trustee by legal proceedings  for  the
specific  performance of any obligation contained herein  or  for
the  enforcement  of  any other appropriate  legal  or  equitable
remedy,  and  may  recover damages caused by any  breach  by  the
Company  of  its obligations to the Issuer under this  Indenture,
including court costs, reasonable attorney's fees and other costs
and expenses incurred in enforcing such obligations.

      (b)   Limitations  on  Actions.  The Issuer  shall  not  be
required to monitor the financial condition of the Company or the
physical  condition  of  the  Facilities  and,  unless  otherwise
expressly  provided,  shall  not  have  any  responsibility  with
respect to notices, certificates or other documents filed with it
hereunder.   The Issuer shall not be required to take  notice  of
any  breach  or default except when given notice thereof  by  the
Trustee.   The  Issuer shall not be required to take  any  action
unless  indemnity reasonably satisfactory to it is furnished  for
expenses  or  liability to be incurred therein  (other  than  the
giving  of  notice).   The Issuer, upon written  request  of  the
Bondholders,  the Bank, if any, or the Trustee, and upon  receipt
of   reasonable  indemnity  for  expenses  or  liability,   shall
cooperate  to  the  extent  reasonably necessary  to  enable  the
Trustee  to  exercise any power granted to the  Trustee  by  this
Indenture.    The  Issuer  shall  be  entitled  to  reimbursement
pursuant  to  Section  8.03 to the extent that  it  acts  without
previously obtaining full indemnity.

      (c)   Responsibility.  The Issuer shall be entitled to  the
advice  of  counsel (who may be counsel for any  party,  for  the
Paying Agent or the Remarketing Agent, or for any Bondholder) and
shall be wholly protected as to any action taken or omitted to be
taken  in good faith in reliance on such advice.  The Issuer  may
rely  conclusively on any notice, certificate or  other  document
furnished  to it under this Indenture and reasonably believed  by
it  to be genuine.  The Issuer shall not be liable for any action
taken  by  it in good faith and reasonably believed by it  to  be
within  the  discretion or power conferred upon it,  or  in  good
faith  omitted  to be taken by it and reasonably believed  to  be
beyond  such discretion or power, or taken by it pursuant to  any
direction  or  instruction by which it  is  governed  under  this
Indenture or omitted to be taken by it by reason of the  lack  of
direction  or  instruction required for such  action  under  this
Indenture, unless such actions were taken or omitted to be  taken
as   a  result  of  the  Issuer's  willful  misconduct  or  gross
negligence,  and  the  Issuer shall not be  responsible  for  the
consequences  of  any error of judgment reasonably  made  by  it.
When any payment, consent or other action by the Issuer is called
for  by  this Indenture, the Issuer may defer such action pending
such  investigation or inquiry or receipt of  such  evidence,  if
any, as it may require in support thereof.  A permissive right or
power to act shall not be construed as a requirement to act,  and
no  delay  in the exercise of a right or power shall  affect  the
subsequent  exercise thereof.  The Issuer shall in  no  event  be
liable  for  the application or misapplication of funds,  or  for
other acts or defaults by any person or entity except by its  own
directors, officers and employees.  No recourse shall be  had  by
the Company, the Trustee or any Bondholder for any claim based on
this  Indenture  or  the  Bonds against  any  director,  officer,
employee  or agent of the Issuer unless such claim is based  upon
the wilful misconduct, bad faith, fraud or deceit of such person.
No  covenant, obligation or agreement of the Issuer contained  in
this  Indenture shall be deemed to be a covenant,  obligation  or
agreement of any present or future director, officer, employee or
agent  of  the Issuer in his individual capacity, and  no  person
executing a Bond shall be liable personally thereon or be subject
to  any  personal liability or accountability by  reason  of  the
issuance thereof.

      Section  8.03.  Expenses of the Issuer.  The Company  shall
pay  when  due  the  Issuer's issuance fee and  shall  prepay  or
reimburse the Issuer within thirty (30) days after notice for all
expenses (including reasonable attorney's fees) incurred  by  the
Issuer  in connection with the remarketing of the Bonds  and  all
expenses reasonably incurred or advances reasonably made  in  the
exercise  of  the  Issuer's rights or their  performance  of  its
obligations  hereunder.   Any fees, expenses,  reimbursements  or
other  charges which the Issuer may be entitled to  receive  from
the  Company hereunder, if not paid when due, shall bear interest
at 10% per annum.

      Section  8.04.   Matters to be Considered  by  Issuer.   In
approving, concurring in or consenting to action or in exercising
any   discretion  or  in  making  any  determination  under  this
Indenture,  the Issuer may consider the interests of the  public,
which shall include the anticipated effect of any transaction  on
revenues  and employment, as well as the interests of  the  other
parties  hereto  and the Bondholders; provided, however,  nothing
herein shall be construed as conferring on any person other  than
the  other  parties  and the Bondholders  any  right  to  notice,
hearing  or  participation  in  the Issuer's  consideration,  and
nothing in this section shall be construed as conferring  on  any
of them any right additional to those conferred elsewhere herein.
Subject  to  the  foregoing,  the Issuer  will  not  unreasonably
withhold any approval or consent to be given by it hereunder.

      Section 8.05.  Actions by Issuer.  Any action which may  be
taken  by the Issuer hereunder shall be deemed sufficiently taken
if  taken on its behalf by its President, its Vice President, its
General  Manager,  the  Issuer Representative  or  by  any  other
director,  officer or agent whom it may designate  from  time  to
time.


                  ARTICLE IX:  THE BONDHOLDERS


      Section  9.01.  Action by Bondholders.  Subject to  Section
6.02  and  Section 10.01 (as to the waivers and consents  granted
thereby), Bondholders representing a majority in principal amount
of  the  Outstanding Bonds shall have the right at any  time,  by
written  notice to the Trustee and upon offering it indemnity  as
provided  in Section 7.02(e), to direct the Trustee  (i)  in  the
granting  of any consents, waivers or similar actions  pertaining
to  the  Bonds, (ii) in the time, method and place of  conducting
all  proceedings, (iii) in the exercise of any rights or remedies
available  to the Trustee hereunder, or (iv) in the  exercise  of
any  other  right  or power conferred upon the  Trustee  for  the
protection of the Bondholders, provided that such direction shall
be  in  accordance with the provisions of law and this Indenture,
and  the  Trustee may take any other action determined proper  by
the Trustee which is not inconsistent with such direction.

      Any  request,  authorization, direction,  notice,  consent,
waiver or other action provided by this Indenture to be given  or
taken by Bondholders may be contained in and evidenced by one  or
more  writings  of  substantially the same tenor  signed  by  the
Bondholders  of the requisite percentage of principal  amount  of
Outstanding  Bonds or their attorneys duly appointed in  writing.
Proof  of  the  execution  of  any such  instrument,  or  of  any
instrument appointing any such attorney, shall be sufficient  for
any  purpose  of  this  Indenture  (except  as  otherwise  herein
expressly  provided)  if made in the following  manner,  but  the
Issuer  or the Trustee may nevertheless in its discretion require
further  or  other  proof  in  cases  where  it  deems  the  same
desirable:

      The fact and date of the execution by any Bondholder or his
or  her  attorney  of  such  instrument  may  be  proved  by  the
certificate,  which need not be acknowledged or verified,  of  an
officer of a bank or trust company satisfactory to the Issuer  or
to  the  Trustee  or  of  any  notary  public  or  other  officer
authorized  to take acknowledgements of the deeds to be  recorded
in the state in which he purports to act, that the person signing
such  request or other instrument acknowledged to him or her  the
execution  thereof,  or by an affidavit  of  a  witness  of  such
execution,  duly  sworn  to before such notary  public  or  other
officer.   The  authority of the person or persons executing  any
such  instrument  on  behalf  of a corporate  Bondholder  may  be
established without further proof if such instrument is signed by
a  person  purporting to be the president or a vice president  of
such corporation with a corporate seal affixed and attested by  a
person  purporting to be its clerk or secretary or  an  assistant
clerk or assistant secretary.

      The  ownership of Bonds and the amount, numbers  and  other
identification, and date of holding the same shall be  proved  by
the registry books for the Bonds maintained by the Trustee.

      Any request, consent or vote of the owner of any Bond shall
bind  all future owners of such Bond.  Bonds owned or held by  or
for the account of the Issuer, the Company, or any related person
to  the Company within the meaning of Section 147(a) of the  Code
shall  not  be  deemed Outstanding Bonds for the purpose  of  any
consent  or  other  action by Bondholders except  that  for  such
purposes Pledged Bonds shall be treated as Outstanding and  shall
be  deemed to be owned by the Bank.  So long as no Default exists
under Section 6.01(a)(i) with respect to any Bonds supported by a
Credit Facility, the Bank and not the Bondholder shall be treated
as the owner of all Bonds entitled to the benefits of such Credit
Facility  for  the  purposes of any consent or  other  action  by
Bondholders.


                    ARTICLE X:  MISCELLANEOUS


     Section 10.01.  Amendments.
      (a)  Without Bondholders' Consent.  Subject to the approval
of the Company, the Trustee and the Issuer may from time to time,
without  the  consent  of  any Bondholder,  except  as  otherwise
required  by Section 10.01(b), amend or supplement this Indenture
in  order to (i) cure any ambiguity, defect or omission  in  this
Indenture that does not materially adversely affect the interests
of  the Bondholders, (ii) grant additional rights or security  to
the Trustee for the benefit of the Bondholders, (iii) provide for
the  benefit  of  some or all of the Bonds  one  or  more  Credit
Facilities, which may change the provisions for payment, remedies
and  other  matters in a way which affects the holders  of  Bonds
both  covered and not covered by such Credit Facility,  (iv)  add
additional  Events  of Default as shall not be inconsistent  with
the  provisions of this  Indenture and which shall not materially
adversely  affect the interests of the Bondholders,  (v)  qualify
this Indenture under the Trust Indenture Act of 1939, as amended,
or  corresponding provisions of federal laws from time to time in
effect, (vi) provide for the establishment of, or changes  in,  a
book  entry  system  of  registration for  the  Bonds  through  a
securities  depository, (vii) effective upon any Conversion  Date
to  a new Mode, make any amendment affecting only the Bonds being
converted  or  (viii)  make such other provisions  in  regard  to
matters or questions arising under this Indenture as shall not be
inconsistent  with  the provisions of this  Indenture  and  which
shall  not  in  the opinion of Bond Counsel materially  adversely
affect the interests of the Bondholders.

      (b)  With Bondholders' Consent.  Subject to the approval of
the Company, except as set forth in Section 10.01(a), the Trustee
and  the Issuer may from time to time amend this  Indenture  with
the consent of the owners of more than 50% in aggregate principal
amount  of  the  Bonds Outstanding; provided, that  no  amendment
permitted  by  Section  10.01 (a) or  (b)  shall  be  made  which
adversely affects the rights of some but less than all the  Bonds
Outstanding without the consent of the owners of more than 50% in
aggregate principal amount of the Bonds so affected; and provided
further,  that no amendment of this Indenture shall be  effective
to  (i)  change the principal, premium or interest on any  Bonds,
(ii)  change  the  interest  payment  dates,  maturity  dates  or
purchase or redemption provisions of any Bonds, (iii) reduce  the
percentage  of  Bondholders whose consent  is  required  for  the
amendment  of  this Indenture or (iv) modify  the  lien  upon  or
pledge  of  the payments and other revenues assigned and  pledged
hereunder,  without the consent, in each case, of  the  owner  of
each  Bond which would be affected by the action proposed  to  be
taken.

       (c)   General.   When  the  Trustee  determines  that  the
requisite  number of consents have been obtained for an amendment
which requires Bondholder consents, it shall, within ninety  (90)
days,  file a certificate to that effect in its records and  mail
notice  to  the  Company  and  the  Bondholders.   No  action  or
proceeding  to  invalidate the amendment shall be  instituted  or
maintained  unless it is commenced within sixty (60)  days  after
such  mailing.  The Trustee will promptly certify to  the  Issuer
and the Company that it has mailed such notice to all Bondholders
and such certificate will be conclusive evidence that such notice
was  given  in  the  manner required hereby.   A  consent  to  an
amendment may be revoked by a notice given by the Bondholder  and
received by the Trustee prior to the Trustee's certification that
the requisite consents have been obtained.

      Any amendment of this Indenture shall be accompanied by  an
opinion of Bond Counsel reasonably satisfactory to the Issuer and
the Trustee to the effect that the amendment is permitted by this
Indenture.   The  Trustee  may, but shall  not  be  required  to,
execute  any  amendment  to  this  Indenture  which  affects  the
Trustee's  own rights, duties or immunities under this  Indenture
or  otherwise.  So long as a Credit Facility supports any of  the
Bonds and the Bank is not in default thereunder, no amendment  to
this Indenture shall be made without the consent of the Bank.

      Notice  of any amendment of this Indenture, or any material
change  to the Reimbursement Agreement, the Credit Facility,  the
Facilities Agreement or any remarketing agreement entered into by
the  Remarketing Agent and the Company and notice of a change  in
the  identity  of the entity serving as Trustee or  Paying  Agent
shall be sent by the Company to S&P.

     Section 10.02.  Notices.

     (a)  General.  Unless otherwise expressly provided herein or
in  the  forms  of  the Bonds, all notices  to  the  Issuer,  the
Trustee,  the Paying Agent, the Remarketing Agent, the  Bank  and
the  Company  shall be given either (i) in writing and  shall  be
deemed  sufficiently  given if sent by  registered  or  certified
mail, postage prepaid, or delivered during a Business Day or (ii)
by  telephone, provided that any notice given by telephone  shall
be  promptly  followed by written notice delivered in  accordance
with  clause (i) of this sentence or by facsimile.  Notices given
to  the  Issuer, the Trustee, the Paying Agent, the Company,  the
Remarketing Agent and S&P may be given as follows:

     (i) to the Issuer at:         150 Marine Street
                                   Lake Charles, Louisiana 70609
                                   Attention: Executive Director
                                   Telephone (318) 493-3502
                                   Facsimile   (318) 439-3661;

     (ii) to the Trustee or the
     Paying Agent at:    First National
                         Bank of Commerce
                         210 Baronne Street, 3rd Floor
                         New Orleans, Louisiana 70160
                         Attention:   Corporate   Trust   Trustee
                         Administration
                         Telephone (504) 623-1519
                         Facsimile   (504) 623-1432;

     (iii) to the Company at: P.O. Box 31936
                              Lafayette, Louisiana
                              Attention: Chief Financial Officer
                              Telephone (318) 989-5819
                              Facsimile   (318) 989-5752;

     (v) to the Bank  at:
                         Attention:
                         Telephone
                         Facsimile

     (v) to S&P at:      25 Broadway
                         New York, New York 10004;

     (vi) to the Remarketing Agent at Morgan Stanley & Co. Incorporated
                                      1221 Avenue of the Americas
                                      New York, New York 10036
                                      Attention:  Short-term Municipal Desk
                                      Telephone (212) 761-8688
                                      Facsimile (212) 761-0585;

or,  as  to  all  of the foregoing, to such additional  or  other
address  or addresses (including telephone and facsimile numbers)
as  the addressee shall have indicated by prior written notice to
the  one  giving  notice.   Notice may be  given  to  any  future
Remarketing  Agent in the manner set forth above in this  Section
10.02(a)  at  the address specified in the applicable Remarketing
Agreement.   All notices to a Bondholder shall be in writing  and
shall  be deemed sufficiently given if sent by first class  mail,
postage  prepaid, to the Bondholder at the address shown  on  the
registration books for the Bonds maintained by the Paying  Agent.
A Bondholder may direct the Paying Agent to change its address as
shown  on the registration books by written notice to the  Paying
Agent.   All notices to Bondholders shall identify the  Bonds  by
name, CUSIP number, date of original issuance, maturity date, and
such  other descriptive information as may be needed to  identify
accurately the Bonds.

      All  notices sent to Bondholders by the Trustee  or  Paying
Agent  shall  simultaneously be sent by registered  or  certified
mail,  postage  prepaid,  to  S&P,  at  least  two  (2)  national
information  services  that  publish or  disseminate  notices  of
redemption of obligations such as the Bonds, such as S&P's Called
Bond Service and Kenney Information Systems Notification Service,
and  all  registered securities depositories that are  registered
owners  of  the  Bonds, provided that the failure  to  give  such
notice  shall not affect the validity of any notice given to  the
Bondholders.  The selection of the national information  services
to  receive  any  notice shall be at the sole discretion  of  the
Trustee or the Paying Agent, as the case may be.

      Notice  hereunder  may  be waived  prospectively  or  retro
spectively  by the person entitled to the notice, but  no  waiver
shall affect any notice requirement as to other persons.

      (b)   Rating Agencies.  Notwithstanding anything herein  to
the  contrary, the Trustee shall give notice to S&P of any of the
following events which pertains to the Bonds then rated  by  S&P:
(i)   the   expiration   or  other  termination,   extension   or
substitution  of  any  Credit Facility, (ii)  the  redemption  or
purchase of all Outstanding Bonds; (iii) the conversion of  Bonds
to  a  new  Mode;  (iv) any modification of this  Indenture,  the
Facilities Agreement, a Credit Facility and (v) any change in the
entity  serving  as Remarketing Agent, Trustee or  Paying  Agent;
provided,  however,  that the Trustee makes this  covenant  as  a
matter of courtesy and accommodation only and shall not be liable
to any Person for any failure to comply therewith.

      Section  10.03.  Time.  All references to times of  day  in
this  Indenture are references to prevailing Central time in  the
State of Louisiana.

      Section  10.04.   Indenture Not for the  Benefit  of  Other
Parties.  This Indenture is not intended for the benefit  of  and
shall not be construed to create rights in parties other than the
Company, the Issuer, the Trustee, the Paying Agent, the Bank  and
the Bondholders.

      Section  10.05.    Severability.  In  the  event  that  any
provision  of this Indenture shall be held to be invalid  in  any
circumstance,  such  invalidity  shall  not  affect   any   other
provisions or circumstances.

       Section  10.06.   Counterparts.   This  Indenture  may  be
executed  and  delivered in any number of counterparts,  each  of
which  shall  be deemed to be an original, but such  counterparts
together shall constitute one and the same instrument.

      Section  10.07.   Captions.   The  captions  and  table  of
contents of this Indenture are for convenience only and shall not
affect the construction hereof.

      Section  10.08.  Governing Law.  This instrument  shall  be
governed by the laws of the State of Louisiana.

      Section 10.09.  Legal Holidays.  In any case where the date
of  maturity of interest on or principal of the Bonds or the date
fixed  for  purchase or redemption of any Bond  shall  not  be  a
Business Day, then payment of principal, purchase price, premium,
if  any, or interest may 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
purchase  or  redemption, and, in the case of  such  payment,  no
interest  shall accrue from the period from and after such  date.

      IN WITNESS WHEREOF, the Issuer, acting through its Board of
Commissioners,  has caused this Indenture to be executed  in  its
name,  and for and on its behalf, by the President of the  Issuer
and  attested  by the Secretary of the Issuer, and its  corporate
seal  to  be  hereunto affixed; and the Trustee, to evidence  its
acceptance  of the trusts hereby created and vested  in  it,  has
caused this Indenture to be executed in its name, and for and  on
its  behalf  by a Vice President, and its corporate  seal  to  be
hereunto affixed, all as of the date first above written.


                           LAKE   CHARLES  HARBOR  AND   TERMINAL
                           DISTRICT

(SEAL)
                         By:__________________________________
                              President


ATTEST:

______________________________________
Secretary




(SEAL)



ATTEST                        FIRST NATIONAL BANK OF
                              COMMERCE



                              By:___________________________
                                   Vice President


By:____________________________________
            Asst. Vice President


(SEAL)


                            Exhibit A

         Form of Request for Construction Account Draws



First National Bank of Commerce, as Trustee
210 Baronne Street, 3rd Floor
New Orleans, Louisiana 70160
Attention: Corporate Trust Trustee Administration

      This  request  is  made by an authorized representative  of
Global  Industries,  Ltd.  (the  "Company")  in  accordance  with
Section 3.02 of that certain Trust Indenture dated as of November
1,  1997 (the "Indenture") by and between Lake Charles Harbor and
Terminal  District  (the  "Issuer") and First  National  Bank  of
Commerce,  as  Trustee  (the "Trustee"), pursuant  to  which  the
Issuer  has  issued its Port Improvement  Revenue  Bonds  (Global
Industries, Ltd. Project) Series 1997 (the "Bonds").

      The  Company hereby requests the Trustee to forward to  the
Company  from  amounts on deposit in the Facilities  Construction
Account  established  under Section 3.02  of  the  Indenture  the
amount  of  $_________.   The Company  hereby  certifies  to  the
Trustee and the Issuer as follows:

     (i)    the  name  and  address  of  each  person,  firm   or
     corporation  to  whom  payment  is  to  be  made  from  such
     disbursement, or has been made, are as set forth on Schedule
     A hereto;

     (ii)  the expenditures in summary form for which payment  or
     reimbursement  is  requested are set  forth  on  Schedule  B
     hereto;

     (iii)      the amount requested to be disbursed is for costs
     and  expenses that have been properly incurred  and  is  for
     necessary  and  appropriate services or  materials  for  the
     acquisition,  construction or improvement of the  Facilities
     (as  such term is defined in the Indenture), and to the best
     of  the  undersigned's knowledge, the  fair  value  of  such
     services  or  materials is not exceeded by  the  amount  the
     Company is hereby requesting to be disbursed;

     (iv)  no part of the several amounts hereby requested to  be
     disbursed  has been or is the basis for the payment  of  any
     money in any previous or presently pending request;

     (v)  the payment of the amount requested will not result  in
     a  breach of the covenants of the Company contained  in  the
     Agreement (as such term is defined in the Indenture); and

     (vi)  at  least  95  percent of the proceeds  of  the  Bonds
     excluding  proceeds used to pay Costs of Issuance  (as  such
     term  is  defined in the Indenture) will be used to  provide
     dock and wharf facilities described in Section 142(a)(2)  of
     the Internal Revenue Code of 1986.

      The Company hereby requests that such funds be disbursed to
the  Company by wire transfer to the account and pursuant to  the
instructions specified on Schedule C hereto.

  Respectfully submitted this ____ day of _____________, 199__,


Global Industries, Ltd.


___________________________
Printed Name:


___________________________
Title:



                         TRUST INDENTURE

                        TABLE OF CONTENTS



ARTICLE I:  INTRODUCTION AND DEFINITION
     Section 1.01.     Description of the Indenture and the
                         Parties                            1
     Section 1.02.     Definitions                          2
             (a)  Words                                     2
             (b)  Number and Gender                        10
             (c)  Use of Examples                          10
             (d)  Reerences to Time                        10



ARTICLE II:  ISSUANCE OF BONDS; THE ASSIGNMENT AND PLEDGE;
DEFEASANCE OF THE INDENTURE


Section 2.01.  Issuance of Bonds                           10
Section 2.02.  Assignment and Pledge of the Issuer         10
Section 2.03.  Further Assurances                          11
Section 2.04.  Defeasance                                  11
              (a) Payment, Advance Funding and Defeasance  11
              (b) Notice of Redemption                     12
              (c) Use of Moneys and Government Obligations
                    Set Aside                              12
              (d) No Amendment                             12
Section 2.05.  Release of Indenture                        12



ARTICLE III:  THE BONDS


Section 3.01. The Bonds                                    13
              (a)  Forms of Bonds                          13
                  (i)  Form of Flexible Bond               13
                  (ii)nn      [Reserved Section.]
                  (iii)       Form of Daily Bond           24
                  (v)orm of Weekly Bond                    27
              (b)  Details of the Bonds                    62
                  (i)  General                             62
                  (ii) Book-Entry System                   63
              (c)  Flexible Mode                           65
                 (i)  Determination of Flexible Rates      65
                 (ii) Conversions from the Flexible Mode   65
                 (iii)Mandatory Tender for Purchase        66
              (d)  Daily Mode                              66
                 (i)  Determination of Daily Rates         66
                 (ii) Conversions from Daily Mode          67
                 (iii)Bondholders' Option to Tender
                        Bonds in Daily Mode                68
                 (iv) Events Requiring Mandatory 
                        Tender ofDaily Bonds               69
                     (A) Expiration of Credit Facility     69
                     (B) Change in Mode                    69
                     (C) Substitution or Replacement of 
                           Credit Facility                 69
              (e)  Weekly Mode                             69
                 (i)  Determination of Weekly Rates        69
                 (ii) Conversions from Weekly Mode         70
                 (iii)Bondholders' Option to Tender
                        Bonds in Weekly Mode               71
                 (iv) Events Requiring Mandatory Tender of
                      Weekly Bonds                         71
                     (A)                                   71
                     (B) Change in Mode                    72
                     (C) Substitution or Replacement of 
                           Credit Facility                 72
              (f)  Multiannual Mode                        72
                 (i)  Determination of Multiannual Rate    72
                 (ii) Conversions from Multiannual Mode and
                      Changes of Rate Period               72
                 (iii)Mandatory Tender for Purchase        74
                 (iv) Specification of Redemption Periods and
                      Prices                               74
              (g)  Favorable Opinion of Tax Counsel
                     Required for Certain Conversions.     74
              (h)  Partial Conversions                     74
              (i)  Cancellation and Destruction of Bonds   75
              (j)  Replacement of Bonds                    75
              (k)  Interest on Overdue Principal           76

Section 3.02.  Construction Fund; Payments from Construction
               Fund                                        76
Section 3.03.  [Reserved Section]                          79
Section 3.04   Debt Service Fund                           79
                 (a)  Establishment and Purpose            79
                 (b)  Excess in Debt Service Fund          79
                 (c)  Unclaimed Moneys                     79
Section 3.05.  Application of Moneys                       80
Section 3.06.  Payments by the Company                     81
                 (a)  Facilities Payments by the Company   81
                 (b)  Additional Payments                  81
                 (c)  Drawings on the Credit Facility      81
                      (i)  Debt Service                    81
                      (ii) Tenders for Purchase            82
                      (iii)Use of Credit Facility          82
                 (d)  Payment of Debt Service              82
                 (e)  Company's Purchase of Bonds          83
Section 3.07.   Unconditional Obligation                   83
Section 3.08.   Redemption of Bonds                        83
                 (a)  General                              83
                 (b)  Notice by the Company                84
                 (c)  Payment of Redemption Price and 
                        Accrued Interest                   84
                 (d)  Prerequisites to Optional Redemption;
                        Notice of Redemption               84
Section 3.09.   Purchase of Bonds Tendered                 84
                 (a)  Procedure                            85
                      (i) Notice                           85
                      (ii)Sources of Payment               85
                 (b)  Payments by the Paying Agent         86
Section 3.10.   Remarketing of Bonds Tendered              86
                 (a)  General                              86
                 (b)  Remarketing of Bonds Between Notice and
                        Redemption or Conversion Date      88
Section 3.11.   Paying Agent                               88
                 (a)  Appointment and Responsibilities     88
                 (b)  Removal or Resignation of 
                        Paying Agent                       91
                 (c)  Successors                           92
Section 3.12.   Remarketing Agent                          92
                 (a)  Qualifications and
                        Responsibilities                   92
                 (b)  Removal or Resignation of
                        Remarketing Agent                  93
                 (c)  Successors                           94
Section 3.13.   Investments                                94
Section 3.14.   Reduction of Credit Facility on Change in
                  Mode                                     96
Section 3.15.   Credit Facilities                          96
                 (a)  Substitution or Replacement          96
                 (b)  Requirements                         97



ARTICLE IV: TAX-EXEMPT STATUS


Section 4.01.    Exemption from Federal Income Taxation    98
Section 4.02.    Covenants Regarding Rebate                98



ARTICLE V: THE FACILITIES


Section 5.01.    Facilities                               100


ARTICLE VI:  DEFAULT AND REMEDIES


Section 6.01.     Default and Waiver                      100
                  (a)  Events of Default; Default         100
                       (i)  Debt Service on Bonds; 
                              Required Purchase           100
                       (ii) Other Obligations             101
                       (iii)Events of Bankruptcy          101
                       (iv) Reimbursement Agreement       101
                       (v)  Non-Reinstatement under the
                              Credit Facility             102
                  (b)  Waiver                             102

Section 6.02.     Acceleration                            102
                  (a)  Bonds Not Supported by a 
                         Credit Facility                  102
                  (b)  Bonds Supported by a 
                         Credit Facility                  103

Section 6.03.     Court Proceedings                       103
Section 6.04.     Revenues after Default                  103
Section 6.05.     The Credit Facility; Acceleration       104
Section 6.06.     Rights of Bondholders                   104
Section 6.07.     Performance of Company's Obligations    104
Section 6.08.     Remedies Cumulative; No Waiver          105
Section 6.09.     Undertaking for Costs                   105
Section 6.10.     Trustee May File Proofs of Claim        105



ARTICLE VII:  THE TRUSTEE


Section 7.01.     Corporate Organization, Authorization and
                    Capacity                              105
Section 7.02.     Rights and Duties of the Trustee        106
                  (a)  Moneys to be Held in Trust         106
                  (b)  Accounts                           106
                  (c)  Performance of the Issuer's 
                         Obligations                      106
                  (d)  Responsibility                     106
                  (e)  Limitations on Actions             108
                  (f)  Financial Obligations              109
                  (g)  Ownership of Bond                  109
                  (h)  No Surety Bond                     109
                  (i)  Requests by the Company            109
                  (j)  Authentication of Bonds            110
Section 7.03. Fees and Expenses of the Trustee            110
Section 7.04. Resignation or Removal of Trustee           110
Section 7.05. Successor Trustee                           111



ARTICLE VIII:  THE ISSUER


Section 8.01.  Limited Obligation                         112
Section 8.02.  Rights and Duties of the Issuer            112
               (a)  Remedies of the Issuer                112
               (b)  Limitations on Actions                112
               (c)  Responsibility                        113
Section 8.03.  Expenses of the Issuer                     113
Section 8.04.  Matters to be Considered by Issuer         113
Section 8.05.  Actions by Issuer                          114



ARTICLE IX:  THE BONDHOLDERS


Section 9.01.  Action by Bondholders                      114



ARTICLE X:  MISCELLANEOUS


Section 10.01. Amendments                                 115
               (a)  Without Bondholders' Consent          115
               (b)  With Bondholders' Consent             116
               (c)  General                               116
Section 10.02. Notices                                    117
               (a)  General                               117
               (b)  Rating Agencies                       118
Section 10.03. Time                                       118
Section 10.04. Indenture Not for the Benefit of Other 
                 Parties                                  118
Section 10.05. Severability                               119
Section 10.06. Counterparts                               119
Section 10.07. Captions                                   119
Section 10.08. Governing Law                              119
Section 10.09. Legal Holidays                             119





                                        Exhibit 10.5



                 PLEDGE AND SECURITY AGREEMENT



      THIS PLEDGE AND SECURITY AGREEMENT, dated as of November 1,
1997,  is  from Global Industries, Ltd., a Louisiana  corporation
("Pledgor"),  and  Bank One, Louisiana, National  Association,  a
national banking association (the "Bank").

                            RECITALS

     The Pledgor acknowledges the following:

      A.    The  Lake  Charles Harbor and Terminal District  (the
"Issuer"),  will  issue  $28,000,000.00  in  aggregate  principal
amount  of  its Port Improvement Revenue Bonds, Series 1997  (the
"Bonds"),  pursuant to a Trust Indenture dated as of November  1,
1997  (as  amended  and  supplemented  from  time  to  time,  the
"Indenture")  between  the  Issuer and  First  National  Bank  of
Commerce, as Trustee (the "Trustee").

      B.    Pursuant  to a Reimbursement Agreement  dated  as  of
November   1,  1997  between  the  Pledgor  and  the  Bank   (the
"Reimbursement  Agreement"), the Bank will issue its  irrevocable
letter  of  credit  (the  "Letter of Credit")  in  favor  of  the
Trustee.

     C.   The Indenture requires the Trustee to purchase Bonds or
Beneficial  Ownership  Interests (as defined  in  the  Letter  of
Credit)  from the Beneficial Owners (as defined in the Letter  of
Credit) thereof on such terms and conditions as are set forth  in
the  Indenture and to register such purchased Bonds or Beneficial
Ownership  Interests (to the extent the purchase price  for  such
purchase  is  obtained by a drawing under the Letter  of  Credit)
(the "Pledged Bonds") as directed by the Bank.

      D.    It  is a condition precedent to the issuance  of  the
Letter  of  Credit  by  the  Bank and to  the  execution  of  the
Reimbursement Agreement by the Bank that the Pledgor  shall  have
executed and delivered this Pledge and Security Agreement to  the
Bank.


                           AGREEMENTS

      In consideration of the Recitals and to induce the Bank  to
enter  into the Reimbursement Agreement and issue the  Letter  of
Credit,  the Pledgor hereby agrees as follows for the benefit  of
the Bank:

     1.   Defined Terms.  Capitalized terms not otherwise defined
herein  shall  have  the meanings assigned in  the  Reimbursement
Agreement.

       2.     Pledge.   The  Pledgor  hereby  pledges,   assigns,
hypothecates,  transfers and delivers to  the  Bank  all  of  the
Pledgor's  right, title and interest in and to the Pledged  Bonds
and  hereby  grants  to the Bank a first lien  on,  and  security
interest in, such Pledgor's right, title and interest in  and  to
the  Pledged Bonds, the interest thereon and all proceeds thereof
(collectively, the "Collateral"), as security for the prompt  and
complete  payment when due of all obligations of the Pledgor  set
forth in the Reimbursement Agreement, the Borrower Documents, and
all  documents executed by either Pledgor in connection therewith
(the "Obligations").

      3.    Interest  on  the Bonds.  If, while this  Pledge  and
Security  Agreement  is in effect, either  Pledgor  shall  become
entitled  to  receive  or shall receive any interest  payment  in
respect  of  the Pledged Bonds, the receiving Pledgor  agrees  to
accept the same as the Bank's agent and to hold the same in trust
on  behalf of the Bank and to deliver the same forthwith  to  the
Bank.   All such interest payments received by the Bank shall  be
credited against the obligation of the Pledgor to pay interest to
the  Bank with respect to the Pledged Bonds as set forth  in  the
Reimbursement Agreement.

      4.    Release of Pledged Bonds.  The Bank agrees to release
the  Pledged  Bonds  from the lien of this  Pledge  and  Security
Agreement and deliver the Pledged Bonds to the Remarketing  Agent
in accordance with Section 6 of the Reimbursement Agreement.

      5.    Rights of the Bank.  The Bank shall not be liable for
failure  to collect or realize upon the Collateral, or  any  part
thereof, or for any delay in so doing, nor shall it be under  any
obligation to take any action whatsoever with regard thereto.  If
an Event of Default has occurred and is continuing, the Bank may,
without  notice,  exercise  all  rights,  privileges  or  options
pertaining to any Pledged Bonds as if it were the absolute  owner
thereof, upon such terms and conditions as it may determine,  all
without   liability  except  to  account  for  property  actually
received by the Bank, but the Bank shall have no duty to exercise
any  of the aforesaid rights, privileges or options and shall not
be responsible for any failure to do so or delay in so doing.

       6.    Representations  Warranties  and  Covenants  of  the
Pledgor.   The Pledgor represents and warrants that  (a)  on  the
date  of  delivery to the Bank of any Pledged Bonds, neither  the
Issuer nor the Trustee will have any right, title or interest  in
and to the Pledged Bonds; (b) it has, and on the date of delivery
to the Bank of any Pledged Bonds will have, full power, authority
and legal right to pledge all of its right, title and interest in
and  to  the  Pledged Bonds pursuant to this Pledge and  Security
Agreement;  and (c) the pledge, assignment and delivery  of  such
Pledged Bonds pursuant to this Pledge and Security Agreement will
create  a  valid first priority security interest in, all  right,
title  or  interest of each Pledgor in or to such Pledged  Bonds,
and  the  proceeds  thereof, subject to no  prior  pledge,  lien,
mortgage,  hypothecation, security interest,  charge,  option  or
encumbrance or to any agreement purporting to grant to any  third
party  a  security interest in the property or assets of  Pledgor
which would include the Pledged Bonds.  The Pledgor covenants and
agrees that such Pledgor will defend the Bank's right, title  and
security interest in and to the Collateral against the claims and
demands of all persons whomsoever.

      7.    No  Dispositions,  etc.  Without  the  prior  written
consent  of  the  Bank, the Pledgor agrees to not  sell,  assign,
transfer,  exchange or otherwise dispose of, or grant any  option
with  respect to, the Collateral, nor to create, incur or  permit
to  exist  any  pledge,  lien, mortgage, hypothecation,  security
interest, charge, option or any other encumbrance with respect to
any  of  the Collateral, or any interest therein, or any proceeds
thereof,  except for the lien and security interest provided  for
by this Pledge and Security Agreement.


      8.    Further Assurances.  The Pledgor agrees that, at  any
time  and from time to time upon the written request of the Bank,
Pledgor  will execute and deliver such further documents  and  do
such  further acts and things as the Bank may reasonably  request
in  order  to  effect  the purposes of this Pledge  and  Security
Agreement.

      9.    Severability.   Any  provision  of  this  Pledge  and
Security  Agreement which is prohibited or unenforceable  in  any
jurisdiction shall as to such jurisdiction, be ineffective to the
extent   of   such   prohibition  or   unenforceability   without
invalidating  the  remaining  provisions  hereof,  and  any  such
prohibition  or  unenforceability in any jurisdiction  shall  not
invalidate  or render unenforceable such provision in  any  other
jurisdiction.

     10.  No Waiver; Cumulative Remedies.  The Bank shall not, by
any  act,  delay, omission or otherwise be deemed to have  waived
any  of  its rights or remedies hereunder and no waiver shall  be
valid unless in writing, signed by the Bank, and then only to the
extent  therein set forth.  A waiver by the Bank of any right  or
remedy hereunder on any one occasion shall not be construed as  a
bar to any right or remedy which the Bank would otherwise have on
any  future  occasion.  No failure to exercise nor any  delay  in
exercising  on the part the Bank, any right, power  or  privilege
hereunder,  shall  operate as a waiver  thereof;  nor  shall  any
single  or  partial  exercise of any right,  power  or  privilege
hereunder preclude any other or further exercise thereof  or  the
exercise of any other right, power or privilege.  The rights  and
remedies  herein  provided are cumulative and  may  be  exercised
singly  or  concurrently, and are not exclusive of any rights  or
remedies provided by law.

     11.  Binding Effect.  This Pledge and Security Agreement and
all  obligations of the Pledgor hereunder shall be  binding  upon
the  successors, assigns, heirs, and personal representatives  of
the Pledgor, and shall, together with the rights and remedies  of
the  Bank  hereunder, inure to the benefit of the  Bank  and  its
successors and assigns.  This Pledge and Security Agreement shall
be governed by, and construed and interpreted in accordance with,
the laws of the State of Louisiana.

                         GLOBAL INDUSTRIES, LTD.

                         By:
                         Name:
                         Title:



                         BANK ONE, LOUISIANA, NATIONAL ASSOCIATION

                         By:
                             Rose M. Miller, Vice President