EXHIBIT INDEX ON PAGES 14-16

                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                -----------
                                 FORM 10-K

                     FOR ANNUAL AND TRANSITION REPORTS
                 PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [FEE REQUIRED]

      For the fiscal year ended December 31, 1995

                                     OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

      For the transition period from ________ to ________

                      Commission File Number 1-3437-2

                      AMERICAN WATER WORKS COMPANY, INC.          
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Delaware                               51-0063696             
-------------------------------       ------------------------------------
(State or other jurisdiction of       (I.R.S. employer identification no.)
 incorporation or organization)

1025 Laurel Oak Road, Voorhees, New Jersey                  08043   
------------------------------------------               ----------
(Address of principal executive offices)                 (Zip code)

Registrant's telephone number, including area code 609-346-8200

Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange on
     Title of each class                           which registered    
     -------------------                       ------------------------

Common Stock, $1.25 par value per share        New York Stock Exchange
Cumulative Preferred Stock, 5% Series,
  $25 par value per share                      New York Stock Exchange
5% Cumulative Preference Stock,
  $25 par value per share                      New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.   YES [X]   
NO [ ].

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.   [X]

     The aggregate market value of the voting stock held by non-affiliates
of the Registrant at March 8, 1996 was $886,322,858.

     As of March 4, 1996, there were a total of 34,260,095 shares of Common
Stock, $1.25 par value per share, outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

     Certain information contained and incorporated by reference herein
contains forward-looking statements as such term is defined in Section 27A
of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").  Certain factors could cause actual results to differ
materially from those in the forward-looking statements.  Those factors
include, but are not limited to, the unpredictability of weather, rate
regulations and timing of rate cases, and changes to existing and proposed
environmental regulations.  See "Management's Discussion and Analysis"
beginning on page 23 of the Company's Annual Report to Shareholders
incorporated herein by reference.

     (1)  The following pages and section in Registrant's Annual Report to
Stockholders for 1995 are incorporated by reference into Part I, Item 1 and
Part II of this Form 10-K:  pages 22 through 33, pages 35 through 53, and
the section entitled "Range of Market Prices" on page 57.

     (2)  The following pages and section in Registrant's definitive Proxy
Statement relating to Registrant's Annual Meeting of Stockholders on May 2,
1996 are incorporated by reference into Part III of this Form 10-K:  Page 2
(beginning with the fourth full paragraph thereon) through the second
paragraph on page 10 and the section entitled "Director Remuneration" on
page 14, with the exception of the second through the fourth paragraphs on
page 4 and the first three paragraphs on page 5.

<PAGE> 1 of 78
                                   PART I

Item 1.    Business

     The "Description of the Business" is set forth on page 23 of the
Annual Report to Stockholders for 1995, filed as Exhibit 13 to this Report
on Form 10-K; and such description is hereby specifically incorporated
herein by reference thereto.  The information provided in that section is
supplemented by the following details:

     The water supplies of the operating subsidiaries consist of surface
supplies, wells, and in a limited number of cases, water purchased under
contract.  Such supplies are considered adequate to meet present requirements.
In general, all surface supplies are filtered and substantially all
of the water is treated with chlorine, and, in some cases, special
treatment is provided to correct specific conditions of the water.

     In general, the operating utility subsidiaries have valid franchises,
free from unduly burdensome restrictions, sufficient to enable them to
carry on their business as presently conducted.  They derive such franchise
rights from statutes under which they were incorporated, municipal consents
and ordinances, or certificates or permits received from state or local
regulatory agencies.  In most instances, such franchise rights are non-
exclusive.

     In most of the states in which the operations of the operating
subsidiaries are carried on, there exists the right of municipal
acquisition by one or both of the following methods:  (1) condemnation; or
(2) the right of purchase given or reserved by the law of the state in
which the company was incorporated or received its franchise.  The price to
be paid upon condemnation is usually determined in accordance with the law
of the state governing the taking of land or other property under eminent
domain statutes; in other instances, the price is fixed by appraisers
selected by the parties, or in accordance with a formula prescribed by the
law of the state or in the particular franchise or special charter.

     Some of the expenditures for construction by operating subsidiaries
have included facilities to comply with federal and state water quality and
safety standards.  The nature of some of the construction is described in
the section entitled "System Growth and Development," located on pages 24
through 27 of the Annual Report to Stockholders for 1995, filed as Exhibit
13 to this Report on Form 10-K; such information is hereby specifically
incorporated herein by reference thereto.

     The number of persons employed by the Registrant and subsidiary
companies totaled 3,777 at December 31, 1995.

Item 1A.   Executive Officers of the Registrant

     The following list sets forth the names, ages and offices held with
the Registrant by each of the executive officers of the Registrant.  No
family relationships exist among any of such executive officers, nor do any

<PAGE> 2
arrangements or understandings exist between any such executive officer and
any other person pursuant to which he was selected as an officer.

      Name           Age         Office Held              Office Held Since

George W. Johnstone   57   President & Chief Executive
                             Officer                      January 2, 1992
J. James Barr         54   Vice President & Treasurer     January 20, 1984
Edward W. Limbach     57   Vice President                 May 3, 1990
Gerald C. Smith       61   Vice President                 May 2, 1991
W. Timothy Pohl       41   General Counsel & Secretary    January 16, 1988
Robert D. Sievers     42   Comptroller                    February 14, 1992

     The executive officers are elected at the annual organizational
meeting of the Board of Directors of the Registrant which is held in May. 
The executive officers serve at the pleasure of the Board of Directors. 
Successors to officers who resign, die or are removed during the year are
elected by the Board.

     Prior to his election as President and Chief Executive Officer,
Mr. Johnstone was named President-elect in March 1991.  In addition,
Mr. Johnstone had been a Vice President from May 1987 until January 1992
and an officer of subsidiary companies for more than five years prior to
his election as a Vice President.  Mr. Barr had been an officer of
subsidiary companies for more than five years prior to his election as
Treasurer.  In addition, Mr. Barr was elected a Vice President on May 6,
1987.  Mr. Limbach had been an officer of subsidiary companies for more
than five years prior to his election as a Vice President.  Mr. Smith had
been an officer of subsidiary companies for more than five years prior to
his election as a Vice President.  Mr. Pohl had been an officer of
subsidiary companies from May 1984 to his election as Secretary.  In
addition, Mr. Pohl was elected General Counsel on May 3, 1990.  Prior to
being elected to his current position, Mr. Sievers had been Assistant
Comptroller since May 1985.

Item 2.    Properties

     The Registrant leases its office space, equipment and furniture from
one of its wholly-owned subsidiaries.  The office space, equipment and
furniture are located in Voorhees, New Jersey and are utilized by the
Registrant's directors, officers and staff in the conduct of the
Registrant's business.

     The subsidiary operating companies own, in the states in which they
operate, transmission and distribution mains, pump stations, treatment
plants, storage tanks, reservoirs and related facilities.  Properties are
adequately maintained and units of property are replaced as and when
necessary.  The Registrant considers the properties of its operating
companies to be in good operating condition.

<PAGE> 3
     A substantial acreage of land is owned by the operating companies, the
greater part of which is located in watershed areas, with the balance being
principally sites of pumping and treatment plants, storage reservoirs,
tanks and standpipes.

Item 3.    Legal Proceedings

     There are no pending material legal proceedings, other than ordinary,
routine litigation incidental to the business, to which the Registrant or
any of its subsidiaries is a party or of which any of their property is the
subject.

Item 4.    Submission of Matters to a Vote of Security Holders

     None.

                                   PART II

Item 5.    Market for the Registrant's Common Equity and Related
           Stockholder Matters

     The information required under this item is contained in the section
entitled "Range of Market Prices," located on page 57 of the Annual Report
to Stockholders for 1995, filed as Exhibit 13 to this Report on Form 10-K;
such information is hereby specifically incorporated herein by reference
thereto.

Item 6.    Selected Financial Data

     The information required under this item is contained in the section
entitled "Consolidated Summary of Selected Financial Data," located on page
22 of the Annual Report to Stockholders for 1995, filed as Exhibit 13 to
this Report on Form 10-K; such information is hereby specifically
incorporated by reference thereto.

Item 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations

     The information required under this item is contained in the section
entitled "Management's Discussion and Analysis," located on pages 23
through 33 of the Annual Report to Stockholders for 1995, filed as Exhibit
13 to this Report on Form 10-K; such information is hereby specifically
incorporated herein by reference thereto.

Item 8.    Financial Statements and Supplementary Data

     The financial statements, together with the report thereon of Price
Waterhouse LLP dated January 30, 1996, except as to Note 13, which is as of
February 16, 1996, appearing on pages 35 through 53 of the 1995 Annual
Report to Stockholders, filed as Exhibit 13 to this Report on Form 10-K,
are hereby specifically incorporated herein by reference thereto.

<PAGE> 4
Item 9.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure

     None.
                                   PART III

Item 10.   Directors and Executive Officers of the Registrant

     The information required under this item with respect to the Directors
of the Registrant appears in the fourth full paragraph on page 2 through
the first full paragraph on page 4 and in the section entitled "Compliance
with Section 16(a) of the Securities Exchange Act of 1934, As Amended"
which is located on page 7 of the definitive Proxy Statement relating to
the Registrant's Annual Meeting of Stockholders on May 2, 1996, to be filed
by the Registrant with the Commission pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (the "1934 Act"); such information is
hereby specifically incorporated herein by reference thereto.

     The information required under this item with respect to the Executive
Officers of the Registrant is set forth in Item 1A of Part I above pursuant
to paragraph (3) of General Instruction G to Form 10-K.

Item 11.   Executive Compensation

     The information required under this item is contained in the sections
entitled "Management Remuneration," "Pension Plan," "Report of the
Compensation and Management Development Committee of the Board of Directors
on Executive Compensation," "Performance Graph" and "Director Remuneration"
which are located on pages 8 through 14 of the definitive Proxy Statement
relating to the Registrant's Annual Meeting of Stockholders on May 2, 1996,
to be filed by the Registrant with the Commission pursuant to Section 14(a)
of the 1934 Act, and is hereby specifically incorporated herein by
reference thereto, except for the "Report of the Compensation and
Management Development Committee of the Board of Directors on Executive
Compensation" and "Performance Graph" which are not so incorporated by
reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

     The information required under this item is contained in the section
entitled "Stock Ownership Information" which is located on pages 5 through
7 of the definitive Proxy Statement relating to the Registrant's Annual
Meeting of Stockholders on May 2, 1996, to be filed by the Registrant with
the Commission pursuant to Section 14(a) of the 1934 Act, and is hereby
specifically incorporated herein by reference thereto.

Item 13.   Certain Relationships and Related Transactions

     There are no material relationships or related transactions other than
those disclosed in response to Item 11 of this Part III.

<PAGE> 5
                                   PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     a)  The following documents are filed as part of this report:

         1.  Financial Statements:  the Financial Statements required to be
             filed by Item 8 are listed in the Index to Financial
             Statements, which appears on Pages 9 and 10 of this Report on
             Form 10-K.

         2.  Financial Statement Schedules:  the Financial Statement
             Schedules required to be filed by Item 8 and by paragraph (d)
             of this Item are listed in the Index to Financial Statements,
             which appears on Pages 9 and 10 of this Report on Form 10-K.

         3.  Exhibits:  the Exhibits to this Form 10-K are listed in the
             Index to Exhibits, which appears on Pages 14 to 16 of this    
             Report on Form 10-K.

     b)  Reports on Form 8-K.

         During the last quarter of the period covered by this Report on
         Form 10-K, the Registrant filed no reports on Form 8-K.

<PAGE> 6

                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                         AMERICAN WATER WORKS COMPANY, INC.



                                         By: George W. Johnstone, President
                                             and Chief Executive Officer


DATE:  March 7, 1996


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

         Signature                       Title                    Date 

Principal Executive Officer:



  George W. Johnstone             President and              March 7, 1996
                                  Chief Executive Officer


Principal Financial Officer:



      J. James Barr               Vice President and         March 7, 1996
                                  Treasurer


Principal Accounting Officer:



      Robert D. Sievers           Comptroller                March 7, 1996

<PAGE> 7

                           SIGNATURES (Cont'd.)

Directors:


        William O. Albertini                                 March 7, 1996


        William R. Cobb                                      March 7, 1996


        Elizabeth H. Gemmill                                 March 7, 1996


        Henry G. Hager                                       March 7, 1996


        Nelson G. Harris                                     March 7, 1996


        George W. Johnstone                                  March 7, 1996


        Marilyn W. Lewis                                     March 7, 1996


        Nancy W. Wainwright                                  March 7, 1996


        Paul W. Ware                                         March 7, 1996


        Ross A. Webber                                       March 7, 1996

<PAGE> 8











                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549





                                 FORM 10-K







                               ANNUAL REPORT

                       YEAR ENDED DECEMBER 31, 1995




                    AMERICAN WATER WORKS COMPANY, INC.




                           FINANCIAL STATEMENTS

<PAGE> 9

                    AMERICAN WATER WORKS COMPANY, INC.


                      INDEX TO FINANCIAL STATEMENTS



The following documents are filed as part of this report:

                                                              Page(s) in
(1)  FINANCIAL STATEMENTS                                    Annual Report*

     Report of Independent Accountants . . . . . . . . . . . . . . 35

     Consolidated Balance Sheet of American Water Works
     Company, Inc. and Subsidiary Companies at December 31, 
     1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . .36 and 37

     Consolidated Statement of Income and Retained 
     Earnings of American Water Works Company, Inc.
     and Subsidiary Companies for each of the three 
     years in the period ended December 31, 1995 . . . . . . . . . 38

     Consolidated Statement of Cash Flows of American
     Water Works Company, Inc. and Subsidiary Companies
     for each of the three years in the period ended 
     December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . 39

     Consolidated Statement of Capitalization of American
     Water Works Company, Inc. and Subsidiary Companies
     at December 31, 1995 and 1994 . . . . . . . . . . . . . . .40 and 41

     Consolidated Statement of Common Stockholders' Equity
     of American Water Works Company, Inc. and Subsidiary
     Companies for each of the three years in the period 
     ended December 31, 1995 . . . . . . . . . . . . . . . . . . . 42

     Balance Sheet of American Water Works Company, Inc.
     at December 31, 1995 and 1994 . . . . . . . . . . . . . . . . 43

     Statements of Income and Retained Earnings of
     American Water Works Company, Inc. for each of the
     three years in the period ended December 31, 1995 . . . . . . 44

     Statement of Cash Flows of American Water Works
     Company, Inc. for each of the three years in the
     period ended December 31, 1995. . . . . . . . . . . . . . . . 45

     Notes to Financial Statements . . . . . . . . . . . . . .46 through 53

*Incorporated by reference from the indicated pages of the 1995 Annual
Report to Stockholders, which is Exhibit 13 to this Report on Form 10-K.

<PAGE> 10

                    AMERICAN WATER WORKS COMPANY, INC.


                 INDEX TO FINANCIAL STATEMENTS (Continued)



(2)  FINANCIAL STATEMENT SCHEDULES


                                Description                         Page*

     Schedule II:  Valuation and Qualifying Accounts
                   Allowance for Uncollectible Accounts. . . . . . . 13



Financial Statement Schedules not included in this Report on Form 10-K have
been omitted because they are not applicable or the required information is
shown in the Financial Statements or notes thereto.



*Page number shown refers to the page number in this Report on Form 10-K.

<PAGE> 11

                   Report of Independent Accountants on
                       Financial Statement Schedule


To the Board of Directors of
American Water Works Company, Inc.


Our audits of the consolidated financial statements referred to in our
report dated January 30, 1996, except as to Note 13, which is as of
February 16, 1996, appearing on page 35 of the 1995 Annual Report to
Stockholders of American Water Works Company, Inc. (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedule listed in Item 14(a) of this Form 10-K.  In our opinion,
this Financial Statement Schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with
the related consolidated financial statements.



PRICE WATERHOUSE LLP

Thirty South Seventeenth Street
Philadelphia, Pennsylvania  19103
January 30, 1996, except as to Note 13, which is as of February 16, 1996

<PAGE> 12

                    Consent of Independent Accountants


We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (Number 33-59059),
on Form S-8 (Number 33-62438), and on Form S-8 (Number 33-52923) of
American Water Works Company, Inc. of our report dated January 30, 1996,
except as to Note 13, which is as of February 16, 1996, appearing on page
35 of the Annual Report to Stockholders which is incorporated in this
Annual Report on Form 10-K.  We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears
on page 11 of this Form 10-K.



PRICE WATERHOUSE LLP

Thirty South Seventeenth Street
Philadelphia, Pennsylvania  19103
March 21, 1996

<PAGE> 13

                                            FINANCIAL STATEMENT SCHEDULE II



        AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES

             SCHEDULE II - Valuation and Qualifying Accounts

                   Allowance for Uncollectible Accounts

                          Years Ended December 31
                              (In thousands)



         Balance        Additions Charged to                        Balance
        Beginning    -------------------------                      End of
Year     of Year     Expense (A)     Other (B)    Deductions (C)      Year
----    ---------    -----------     ---------    --------------    -------

1995    $     999        $ 4 288        $                $ 4 257    $ 1 030

1994        1 107          3 762                           3 870        999

1993          925          3 377           102             3 297      1 107






(A)  Provisions included in operating expense.

(B)  Allowance for uncollectible accounts of acquired companies.

(C)  Amounts written off as uncollectible, net of recovery of amounts
     previously written off.

<PAGE> 14

                    AMERICAN WATER WORKS COMPANY, INC.

                            INDEX TO EXHIBITS

Exhibit
Number                         Description


   3            Articles of Incorporation and By-laws

                   (a) Certificate of Incorporation of the Registrant, as
                amended and restated as of May 15, 1987, is incorporated
                herein by reference to Exhibit 3(a) to Form 10-K report of
                the Registrant for 1987.

                   (b) Certificate of Amendment of the Certificate of
                Incorporation of the Registrant, effective May 9, 1989, is
                incorporated herein by reference to Exhibit 3(a) to Form
                10-Q report of the Registrant for June 30, 1989.

                   (c) Certificate of Amendment of the Restated Certificate
                of Incorporation of the Registrant, effective May 3, 1990,
                is incorporated herein by reference to Exhibit 3(a) to
                Form 10-Q report of the Registrant for June 30, 1990.

                   (d) Certificate of Designations of the Registrant
                relating to its Cumulative Preferred Stock, 8.50% Series,
                is incorporated herein by reference to Exhibit 3(d) to 
                Form 10-K report of the Registrant for 1990.

                   (e) By-laws of the Registrant, as amended to January 6,
                1994, are incorporated herein by reference to Exhibit 3(e)
                to Form 10-K report of the Registrant for 1993.

   4            Instruments Defining the Rights of Security Holders,
                Including Indentures                                

                   (a) Indenture dated as of November 1, 1977 between the
                Registrant and The Fidelity Bank (name later changed to
                First Union National Bank), Trustee, is incorporated herein
                by reference to Exhibit E to Form 10-K report of the
                Registrant for 1977.

                   (b) First Supplemental Indenture dated as of December 1,
                1989 between the Registrant and Fidelity Bank, National
                Association (name later changed to First Union National
                Bank), as Trustee, is incorporated herein by reference to
                Exhibit 4(i) to Form 10-K report of the Registrant for
                1989.

<PAGE> 15

                    AMERICAN WATER WORKS COMPANY, INC.

                            INDEX TO EXHIBITS

Exhibit
Number                         Description

   4 (cont'd.)     (c) Second Supplemental Indenture dated as of
                February 1, 1993 between the Registrant and Fidelity Bank,
                National Association (name later changed to First Union
                National Bank), as Trustee, is incorporated herein by
                reference to Exhibit 4(c) to Form 10-K report of the
                Registrant for 1992.

                   (d) Flip-Over Rights Agreement dated as of March 2, 1989
                between the Registrant and Bank of Delaware (name later
                changed to PNC Bank), as Rights Agent, is incorporated herein
                by reference to Exhibit 1 to Form 8-A Registration Statement
                of the Registrant, No. 1-3437-2.

                   (e) Flip-In Rights Agreement dated as of March 2, 1989
                between the Registrant and Bank of Delaware (name later
                changed to PNC Bank), as Rights Agent, is incorporated herein
                by reference to Exhibit 1 to Form 8-A Registration Statement
                of the Registrant, No. 1-3437-2.

  10            Material Contracts

                   (a) Employees' Stock Ownership Plan of the Registrant
                and Its Designated Subsidiaries, as Amended and Restated
                Effective January 1, 1989, is incorporated herein by
                reference to Exhibit 10(a) to Form 10-K report of the
                Registrant for 1994.

                   (b) Amendment No. 1 to Employees' Stock Ownership Plan
                of the Registrant is filed herewith.

                   (c) Supplemental Executive Retirement Plan of the
                Registrant, effective as of January 1, 1985, is
                incorporated herein by reference to Exhibit 19(c) to 
                Form 10-K report of the Registrant for 1985.

                   (d) Amendment No. 1 to Supplemental Executive Retirement
                Plan of the Registrant is incorporated herein by reference
                to Exhibit 10(e) to Form 10-K report of the Registrant for
                1989.

                   (e) Amendment No. 2 to Supplemental Executive Retirement
                Plan of the Registrant is incorporated herein by reference
                to Exhibit 10(g) to Form 10-K report of the Registrant for
                1990.

<PAGE> 16

                    AMERICAN WATER WORKS COMPANY, INC.

                            INDEX TO EXHIBITS

Exhibit
Number                         Description

  10 (cont'd.)     (f) Amendment No. 3 to Supplemental Executive Retirement
                Plan of the Registrant is filed herewith.

                   (g) Supplemental Retirement Plan of the Registrant,
                effective as of April 1, 1989, is incorporated herein by
                reference to Exhibit 10(f) to Form 10-K report of the
                Registrant for 1989.

                   (h) Amendment No. 1 to Supplemental Retirement Plan of
                the Registrant is filed herewith.

                   (i) Long-Term Performance-Based Incentive Plan of the
                Registrant, effective as of January 1, 1993, is
                incorporated herein by reference to Exhibit 10(f) to Form
                10-K report of the Registrant for 1994.

                   (j) Annual Incentive Plan of the Registrant, effective
                as of January 1, 1996, is filed herewith.

                   (k) Deferred Compensation Plan of the Registrant,
                effective as of January 1, 1996, is filed herewith.

  13            Annual Report to Security Holders

                   The Registrant's Annual Report to Stockholders for 1995
                is filed as exhibit hereto solely to the extent portions
                thereof are specifically incorporated herein by reference.

  21            Subsidiaries of the Registrant

                   Subsidiaries of the Registrant as of December 31, 1995.

  23            Consents of Experts and Counsel

                   See "Consent of Independent Accountants" on page 12 of
                this Form 10-K report.

  27            Financial Data Schedule

                   Financial Data Schedule for the fiscal year ended
                December 31, 1995.