INGERSOLL-RAND COMPANY,
                           AS ISSUER

                               TO

                     THE BANK OF NEW YORK,
                           AS TRUSTEE

                           Indenture


                   DATED AS OF March 23, 1998

                     INGERSOLL-RAND COMPANY

             RECONCILIATION AND TIE BETWEEN TRUST
               INDENTURE ACT OF 1939, AS AMENDED
           AND INDENTURE, DATED AS OF MARCH 23, 1998

 TRUST INDENTURE                                INDENTURE SECTION
     ACT SECTION

Section 310(a)(1)                                              609
           (a)(2)                                              609
           (a)(3)                                   Not Applicable
           (a)(4)                                   Not Applicable
           (b)                                            608, 610
Section 311(a)                                                 613
           (b)                                                 613
Section 312(a)                                         701, 702(a)
           (b)                                              702(b)
           (c)                                              702(c)
Section 313(a)                                              703(a)
           (b)                                      Not Applicable
           (c)                                      703(a), 703(b)
           (d)                                              703(b)
Section 314(a)                                                 704
           (b)                                      Not Applicable
           (c)(1)                                              102
           (c)(2)                                              102
           (c)(3)                                   Not Applicable
           (d)                                      Not Applicable
           (e)                                                 102
Section 315(a)                                              601(a)
           (b)                                                 602
           (c)                                              601(b)
           (d)                                              601(c)
           (d)(l)                                   601(a), 601(c)
           (d)(2)                                           601(c)
           (d)(3)                                           601(c)
           (e)                                                 514
Section 316(a)(1)(A)                                           512
           (a)(1)(B)                                      502, 513
           (a)(2)                                   Not Applicable
           (b)                                                 508
Section 317(a)(1)                                              503
           (a)(2)                                              504
           (b)                                                1009
Section 318(a)                                                 107

NOTE:  THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY  PURPOSE,
BE DEEMED TO BE A PART OF THIS INDENTURE.

                       TABLE OF CONTENTS
                                                                  Page

ARTICLE 1DEFINITIONS AND OTHER PROVISIONSOF GENERAL APPLICATION      1

     SECTION 101.Definitions                                         1
     Act                                                             1
     Affiliate                                                       1
     Authenticating Agent                                            2
     Bankruptcy Law                                                  2
     Board of Directors                                              2
     Board Resolution                                                2
     Business Day                                                    2
     Capitalized Lease Obligation                                    2
     Capital Stock                                                   2
     Commission                                                      2
     Common Depositary                                               2
     Company                                                         2
     Company Request                                                 2
     Company Order                                                   2
     Corporate Trust Office                                          2
     Covenant Defeasance                                             2
     Custodian                                                       2
     Default                                                         2
     Defaulted Interest                                              2
     Defeasance                                                      2
     Dollars                                                         3
     Event of Default                                                3
     Exchange Act                                                    3
     Funded Indebtedness                                             3
     GAAP                                                            3
     Holder                                                          3
     Security holder                                                 3
     Indenture                                                       3
     Interest                                                        3
     Interest Payment Date                                           3
     Maturity                                                        3
     Officer                                                         3
     Officer's Certificate                                           3
     Opinion of Counsel                                              3
     Original Issue Discount Security                                3
     Outstanding                                                     3
     Paying Agent                                                    4
     Person                                                          4
     Place of Payment                                                4
     Principal Property                                              4
     Redemption Date                                                 4
     Redemption Price                                                4
     Registered Security                                             4
     Regular Record Date                                             4
     Responsible Officer                                             4
     Restricted Subsidiary                                           4
     Securities                                                      4
     Security Register                                               4
     Security Registrar                                              4
     Special Record Date                                             4
     Stated Maturity                                                 5
     Subsidiary                                                      5
     Trust Indenture Act                                             5
     Trustee                                                         5
     U.S. Depositary                                                 5
     U.S. Government Obligations                                     5
     Vice President                                                  5
     SECTION 102.Compliance Certificates and Opinions                5
     SECTION 103.Form of Documents Delivered to Trustee              6
     SECTION 104.Acts of Holders                                     6
     SECTION 105.Notices, Etc., to Trustee and Company               7
     SECTION 106.Notice to Holders; Waiver                           7
     SECTION 107.Conflict with Trust Indenture Act                   8
     SECTION 108.Effect of Headings and Table of Contents            8
     SECTION 109.Successors and Assigns                              8
     SECTION 110.Separability Clause                                 8
     SECTION 111.Benefits of Indenture                               8
     SECTION 112.Governing Law                                       8
     SECTION 113.Legal Holidays                                      8
     SECTION 114.No Recourse Against Others                          8

     ARTICLE 2           SECURITY FORMS                              9

     SECTION 201.Forms Generally                                     9
     SECTION 202.Form of Face of Security                            9
     SECTION 203.Form of Reverse of Security                        11
     SECTION 204.Form of Trustee's Certificate of Authentication    14
     SECTION 205.Securities in Global Form                          14
     SECTION 206.CUSIP Number                                       15
     SECTION 207. Form  of  Legend  for  the  Securities  in  Global
                  Form15

     ARTICLE 3           THE SECURITIES                             15

     SECTION 301.Amount Unlimited; Issuable in Series               15
     SECTION 302.Denominations                                      17
     SECTION 303.Execution, Authentication, Delivery and Dating     17
     SECTION 304.Temporary Securities                               18
     SECTION 305.Registration, Registration of Transfer and
                 Exchange                                           19
     SECTION 306.Mutilated, Destroyed, Lost and Stolen Securities   20
     SECTION 307.Payment of Interest; Interest Rights Preserved     21
     SECTION 308.Persons Deemed Owners                              21
     SECTION 309.Cancellation                                       22
     SECTION 310.Computation of Interest                            22

     ARTICLE 4     SATISFACTION AND DISCHARGE                       22

     SECTION 401.Satisfaction and Discharge of Indenture            22
     SECTION 402.Application of Trust Money                         23

     ARTICLE 5              REMEDIES                                23

     SECTION 501.Events of Default                                  23
     SECTION 502.Acceleration of Maturity; Rescission and Annulment 24
     SECTION 503. Collection of Indebtedness and Suits for
                  Enforcement by Trustee                            25
     SECTION 504.Trustee May File Proofs of Claim                   25
     SECTION 505. Trustee  May Enforce Claims Without Possession 
                  of Securities                                     26
     SECTION 506.Application of Money Collected                     26
     SECTION 507.Limitation on Suits                                26
     SECTION 508. UnconditionLa Right of Holders to Receive
                  Principal, Premium and Interest.                  27
     SECTION 509.Restoration of Rights and Remedies                 27
     SECTION 510.Rights and Remedies Cumulative                     27
     SECTION 511.Delay or Omission Not Waiver                       27
     SECTION 512.Control by Holders                                 27
     SECTION 513.Waiver of Past Defaults                            27
     SECTION 514.Undertaking for Costs                              28

     ARTICLE 6            THE TRUSTEE                               28

     SECTION 601. Certain Duties and Responsibilities of the
                  Trustee                                           28
     SECTION 602. Notice of Defaults                                28
     SECTION 603. Certain Rights of Trustee                         28
     SECTION 604. Not  Responsible for Recitals or Issuance of
                  Securities                                        29
     SECTION 605. May Hold Securities                               29
     SECTION 606. Money Held in Trust                               30
     SECTION 607. Compensation and Reimbursement                    30
     SECTION 608. Disqualification; Conflicting Interests           30
     SECTION 609. Corporate Trustee Required; Eligibility           30
     SECTION 610. Resignation and Removal; Appointment of
                  Successor                                         31
     SECTION 611. Acceptance of Appointment by Successor            32
     SECTION 612. Merger, Conversion, Consolidation or
                  Succession to Busines                             32
     SECTION 613. Preferential Collection of Claims Against
                  Company                                           33
     SECTION 614. Appointment of Authenticating Agent               33

     ARTICLE 7    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND
                  COMPANY                                           34

     SECTION 701. Company to Furnish Trustee Names and Addresses of
                  Holders                                           34
     SECTION 702. Preservation of Information; Communications to
                  Holders                                           34
     SECTION 703. Reports by Trustee                                35
     SECTION 704. Reports by Company                                35

     ARTICLE 8    CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER    36

     SECTION 801. When Company May Merge, Etc.                      36
     SECTION 802. Opinion of Counsel                                36
     SECTION 803. Successor Corporation Substituted                 36

     ARTICLE 9      SUPPLEMENTAL INDENTURES                         37

     SECTION 901. Supplemental Indentures Without Consent of
                  Holders                                           37
     SECTION 902. Supplemental Indentures with Consent of Holders   37
     SECTION 903. Execution of Supplemental Indentures              38
     SECTION 904. Effect of Supplemental Indentures                 38
     SECTION 905. Conformity with Trust Indenture Act               38
     SECTION 906. Reference in Securities to Supplemental
                  Indentures                                        39

     ARTICLE 10            COVENANTS                                39

     SECTION 1001.Payments of Securities                            39
     SECTION 1002.Maintenance of Office or Agency                   39
     SECTION 1003.Compliance Certificates                           39
     SECTION 1004.Money for Securities Payments to Be Held in
                  Trust                                             39
     SECTION 1005.Limitation on Liens                               40
     SECTION 1006 Limitation on Sale and Leaseback Transactions     42
     SECTION 1008 Waiver of Certain Covenants                       42

     ARTICLE 11     REDEMPTION OF SECURITIES                        42

     SECTION 1101.Applicability of Article                          42
     SECTION 1102.Election to Redeem; Notice to Trustee             43
     SECTION 1103.Selection by Trustee of Securities to Be
                  Redeemed                                          43
     SECTION 1104.Notice of Redemption                              43
     SECTION 1105.Deposit of Redemption Price                       44
     SECTION 1106.Securities Payable on Redemption Date             44
     SECTION 1107.Securities Redeemed in Part                       44

     ARTICLE 12          SINKING FUNDS                              44

     SECTION 1201.Applicability of Article                          44
     SECTION 1202.Satisfaction of Sinking Fund Payments with
                  Securities                                        45
     SECTION 1203.Redemption of Securities for Sinking Fund         45
     
     ARTICLE 13   DEFEASANCE AND COVENANT DEFEASANCE                45

     SECTION 1301.Applicability of Article; Company's Option to
                  Effect Defeasance or Covenant Defeasance          45
     SECTION 1302.Defeasance and Discharge                          45
     SECTION 1303.Covenant Defeasance                               46
     SECTION 1304.Conditions to Defeasance or Covenant Defeasance   46
     SECTION 1305.Deposited Money and Government Obligations To Be
                  Held In Trust                                     47

     ARTICLE 14          MISCELLANEOUS                              47

     SECTION 1401.Miscellaneous                                     47

     Indenture,  dated  as  of  March 23, 1998,  between  INGERSOLL-
RAND COMPANY, a corporation duly organized and existing under the
laws of the State of New Jersey (herein called the "Company "),
having its principal office at 200 Chestnut Ridge Road, Woodcliff
Lake,   New  Jersey  07675  and  The  Bank  of  New   York,   a
                , as Trustee (herein called the "Trustee").

                    RECITALS OF THE COMPANY

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                           ARTICLE 1

                DEFINITIONS AND OTHER PROVISIONS
                     OF GENERAL APPLICATION

     SECTION 11.    Definitions.

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

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

     (2)   all other terms used herein which are defined in the
Trust  Indenture Act, either directly or by reference  therein,
have the meanings assigned to them therein;
     
     (3)  all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with GAAP;

     (4)  the word "including" (and with the correlative meaning
"Include") means including, without limiting the generality of,
any description preceding such term; and

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

     Certain terms, used principally in Article Six, are defined
in that Article.

     "Act," when used with respect to any Holder, has the meaning
specified in Section 104.

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

     "Authenticating Agent" means any Person authorized by  the
Trustee  to  act  on  behalf  of the  Trustee  to  authenticate
Securities. "Bankruptcy Law" means Title 11, U.S. Code  or  any
similar federal or state law for the relief of debtors.

     "Board  of Directors" means the board of directors of  the
Company;  provided, however, that when the  context  refers  to
actions or resolutions of the Board of Directors, then the term
"Board  of  Directors"  shall also  mean  any  duly  authorized
committee  of the Board of Directors of the Company or  Officer
authorized  to  act  with respect to any particular  matter  to
exercise the power of the Board of Directors of the Company.

     "Board Resolution" means a copy of a resolution certified by
the  Secretary or an Assistant Secretary of the Company to have
been  duly adopted by the Board of Directors and to be in  full
force and effect on the date of such certification, and delivered
to the Trustee.
      "Business  Day," when used with respect to any  Place  of
Payment,  means each Monday, Tuesday, Wednesday,  Thursday  and
Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law or regulation
to close.

     "Capitalized Lease Obligation" means an obligation under a
lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of
such obligations determined ln accordance with such principles.

     "Capital Stock" of any Person shall mean any and all shares,
interests, participations or other equivalents of or interests in
(however  designated)  equity of  such  Person,  including  any
preferred  stock, but excluding any debt securities convertible
into such equity.

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

     "Common  Depositary" has the meaning specified in  Section
304.

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

     "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the
Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Controller, an Assistant Controller,
its  Secretary or an Assistant Secretary, and delivered to  the
Trustee.

     "Corporate Trust Office" means the office of the Trustee in
New York, New York at which at any particular time its corporate
trust business shall be principally administered, which office at
the date hereof is located at 101 Barclay Street, New York, New
York 10286.

     "Covenant Defeasance" has the meaning specified in Section
1303.

     "Custodian"   means   any  receiver,  trustee,   assignee,
liquidator, sequestrator or similar official under any Bankruptcy
Law.

     "Default"  means  any event which is, or after  notice  or
passage of time or both would be, an Event of Default.

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

     "Defeasance" has the meaning specified in Section 1302.

     "Dollars" and "$" means lawful money of the United States of
America.

     "Event of Default" has the meaning specified in Section 501.
     "Exchange  Act" means the Securities and Exchange  Act  of
1934, as amended from time to time, and the rules and regulations
promulgated thereunder.

     "Funded Indebtedness" means indebtedness created, assumed or
guaranteed by a Person for money borrowed which matures by  its
terms, or is renewable by the borrower to a date, more than one
year  after  the date of its original creation,  assumption  or
guarantee.

     "GAAP" means such accounting principles that are generally
accepted in the United States of America as of the date of  any
computation required hereunder.

     "Holder" or "Security holder" means a Person in whose name a
Security if registered in the Security Register.

     "Indenture" means this instrument as originally executed or
as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the
applicable  provisions hereof and shall include  the  terms  of
particular series of Securities established as contemplated  by
Section 301.

     "Interest,"  when used with respect to an  Original  Issue
Discount Security which by its terms bears interest only  after
Maturity, means interest payable after Maturity.

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

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

     "Officer" means the Chairman of the Board, the Vice Chairman
of  the Board, the President, any Executive Vice President, any
Senior  Vice President, any Vice President, the Treasurer,  any
Assistant  Treasurer,  the Controller,  the  Secretary  or  any
Assistant Secretary of the Company.

     "Officer's Certificate" means a certificate signed  by  an
Officer and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who
may be an employee of or counsel for the Company, and who shall
be reasonably acceptable to the Trustee.

     "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to
be  due  and payable upon a declaration of acceleration of  the
Maturity thereof pursuant to Section 502.
     
     "Outstanding,"  when used with respect  to  Securities  or
Securities of any series, means, as of the date of determination,
all such Securities theretofore authenticated and delivered under
this Indenture, except:  (i) Securities theretofore cancelled by
the Trustee or delivered to the Trustee for cancellation;  (ii)
Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust
or  set  aside and segregated in trust by the Company  (if  the
Company  shall act as its own Paying Agent) for the Holders  of
such  Securities; provided that, if such Securities are  to  be
redeemed, notice of such redemption has been duly given pursuant
to  this  Indenture or provision therefor satisfactory  to  the
Trustee  has been made; (iii) Securities which have  been  paid
pursuant to Section 306 or in exchange for or in lieu of  which
other Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in respect of
which  there  shall  have been presented to the  Trustee  proof
satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of
the  Company;  and  (iv) Securities which  have  been  defeased
pursuant to Section 1302; provided, however, that in determining
whether  the Holders of the requisite principal amount  of  the
Outstanding   Securities  have  given  any   request,   demand,
authorization, direction, notice, consent or waiver  hereunder,
(a) the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be
that  portion  of the principal amount thereof  that  could  be
declared to be due and payable upon the occurrence of an Event of
Default  and the continuation thereof pursuant to the terms  of
such  Original Issue Discount Security as of the date  of  such
determination  and (b) Securities owned by the Company  or  any
other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee
shall  be  protected in relying upon any such request,  demand,
authorization,  direction,  notice,  consent  or  waiver,  only
Securities which the Trustee knows to be so owned shall  be  so
disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to
pay  the principal of (and premium, if any) or interest on  any
Securities  on behalf of the Company. The Company  may  act  as
Paying Agent with respect to any Securities issued hereunder.

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

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

     "Principal Property" means any manufacturing plant or other
manufacturing  facility  of  the  Company  or  any   Restricted
Subsidiary, which plant or facility is located within the United
States of America, except any such plant or facility which  the
Board  of  Directors by resolution declares is not of  material
importance to the total business conducted by the Company and its
Restricted Subsidiaries.

     "Redemption Date," when used with respect to any Security of
any  series  to  be  redeemed, means the date  fixed  for  such
redemption by or pursuant to this Indenture.

     "Redemption Price," when used with respect to any Security
of any series to be redeemed, means the price at which it is to
be redeemed pursuant to this Indenture.

     "Registered Security" means any Security issued  hereunder
and registered in the Security Register.

     "Regular  Record  Date" for the interest  payable  on  any
Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 301.

     "Responsible  Officer,"  when used  with  respect  to  the
Trustee, means any officer of the Trustee in its Corporate Trust
Office  and also means, with respect to a particular  corporate
trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular
subject.

     "Restricted Subsidiary" means any Subsidiary which owns  a
Principal  Property  excluding, however,  any  corporation  the
greater part of the operating assets of which are located or the
principal  business of which is carried on outside  the  United
States of America.

     "Securities" has the meaning stated in the first recital of
this  Indenture  and  more particularly  means  any  Securities
authenticated and delivered under this Indenture.
     "Security  Register"  and "Security  Registrar"  have  the
respective meanings specified in Section 305.

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

     "Stated Maturity," when used with respect to any Security or
any installment of principal thereof or interest thereon, means
the  date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal
or interest is due and payable.
     
     "Subsidiary" of a Person means any corporation of which at
least  a majority of the outstanding stock having voting  power
under ordinary circumstances to elect a majority of the Board of
Directors of said corporation shall at the time be owned by the
Company or by the Company and one or more Subsidiaries or by one
or more Subsidiaries.

     "Trust Indenture Act" means the Trust Indenture Act of 1939,
as  amended, as in force at the date as of which this Indenture
was executed; provided, however, that in the event that such Act
is amended after such date, "Trust Indenture Act" means the Trust
Indenture Act of 1939 as so amended.

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

     "U.S. Depositary" means, with respect to the Securities of
any series issuable or issued in whole or in part in the form of
one or more permanent global Securities, the Person designated as
U.S.  Depositary by the Company pursuant to Section 301,  which
must be a clearing agency registered under the Exchange Act until
a  successor U.S. Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "U.S.
Depositary" shall mean or include each Person who is then a U.S.
Depositary hereunder, and if at any time there is more than one
such  Person, "U.S. Depositary" shall mean the U.S.  Depositary
with respect to the Securities of that series.

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

     "Vice President," when used with respect to the Company or
the Trustee, means any vice president, whether or not designated
by  a number or a word or words added before or after the title
"vice president".

     SECTION 12.    Compliance Certificates and Opinions.

     Upon  any  application or request by the  Company  to  the
Trustee to take any action under any provision of this Indenture,
other  than an action permitted by Sections 205 and 704 hereof,
the Company shall furnish to the Trustee an Officer's Certificate
stating that all conditions precedent, if any, provided for  in
this Indenture relating to the proposed action have been complied
with  and an Opinion of Counsel stating that in the opinion  of
such  counsel all such conditions precedent, if any, have  been
complied with, except that in the case of any such application or
request  as  to  which  the furnishing  of  such  documents  is
specifically required by any provision of this Indenture relating
to  such  particular  application  or  request,  no  additional
certificate or opinion need be furnished.
     Every certificate or opinion with respect to compliance with
a  condition  or covenant provided for in this Indenture  shall
include:

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

     (b)   a brief statement as to the nature and scope of  the
examination  or  investigation upon  which  the  statements  or
opinions contained in such certificate or opinion are based; (c) a
statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and

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

     SECTION 13.    Form of Documents Delivered to Trustee.

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

     Any  certificate or opinion of an Officer  may  be  based,
insofar  as it relates to legal matters, upon a certificate  or
opinion of, or representations by, counsel, unless such Officer
knows, or in the exercise of reasonable care should know,  that
the certificate or opinion or representations with respect to the
matters  upon  which his certificate or opinion  is  based  are
erroneous.  Any such certificate or Opinion of Counsel  may  be
based, insofar as it relates to factual matters, upon  a
certificate or opinion of, or representations by, an Officer or
Officers of the Company stating that the information with respect
to  such  factual matters is in the possession of the  Company,
unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations
with respect to such matters are erroneous.
     Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but
need not, be consolidated and form one instrument.

     SECTION 14.    Acts of Holders.

     (a)  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be
given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Holders in person or by agents duly appointed in writing;  and,
except as herein otherwise expressly provided, such action shall
become  effective  when  such  instrument  or  instruments  are
delivered  to  the  Trustee and, where it is  hereby  expressly
required, to the Company. Such instrument or instruments (and the
action  embodied  therein  and evidenced  thereby)  are  herein
sometimes referred to as the "ACT" of the Holders signing  such
instrument  or  instruments. Proof of  execution  of  any  such
instrument or of a writing appointing any such agent  shall  be
sufficient  for any purpose of this Indenture and  (subject  to
Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

     (b)  The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of  a
witness of such execution or by a certificate of a notary public
or  other officer authorized by law to take acknowledgments  of
deeds, certifying that the individual signing such instrument or
writing  acknowledged to him the execution thereof. Where  such
execution  is by a signer acting in a capacity other  than  his
individual  capacity, such certificate or affidavit shall  also
constitute sufficient proof of his authority. The fact and date
of  the  execution of any such instrument or  writing,  or  the
authority of the Person executing the same, may also be proved in
any other manner which the Trustee deems sufficient.

     (c)  The ownership of Registered Securities shall be proved
by the Security Register.

     (d)  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof in respect of anything
done,  omitted  or suffered to be done by the  Trustee  or  the
Company  in reliance thereon, whether or not notation  of  such
action  is  made upon such Security. (e)  If the Company  shall
solicit  from  the Holders any request, demand,  authorization,
direction, notice, consent, waiver or other Act, the Company may,
at  its  option, by or pursuant to a Board Resolution,  fix  in
advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice,
consent,  waiver or other Act, but the Company  shall  have  no
obligation  to  do  so. If such a record date  is  fixed,  such
request,  demand,  authorization, direction,  notice,  consent,
waiver  or  other Act may be given before or after such  record
date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes
of  determining whether Holders of the requisite proportion  of
Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent,
waiver  or  other  Act,  and for that purpose  the  Outstanding
Securities  shall be computed as of such record date;  provided
that no such authorization, agreement or consent by the Holders
on  such record date shall be deemed effective unless it  shall
become effective pursuant to the provisions of this Indenture not
later than six months after the record date.

     SECTION 15.    Notices, Etc., to Trustee and Company.

     Any  request,  demand, authorization,  direction,  notice,
consent, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished
to, or filed with,

     (a)  the Trustee by any Holder or by the Company shall  be
sufficient for every purpose hereunder if made, given, furnished
or  filed in writing to or with the Trustee and received by the
Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, or

     (b)  the Company by the Trustee or by any Holder shall  be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address  of  its
principal  office  specified in the  first  paragraph  of  this
Indenture,  attention:  Secretary,  or  at  any  other  address
previously furnished in writing to the Trustee by the Company.
  
     SECTION 16.    Notice to Holders; Waiver.

     Where this Indenture or any Security provides for notice to
Holders  of any event, such notice shall be deemed sufficiently
given  (unless  otherwise herein or in such Security  expressly
provided) if in writing and mailed, first-class postage prepaid,
to  each  Holder affected by such event, at his address  as  it
appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders or the
validity of the proceedings to which such notice relates. Where
this Indenture or any Security provides for notice in any manner,
such notice may be waived in writing by the Person entitled  to
receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken
in reliance upon such waiver.

     In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification as shall be made with
the  approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.

     Any request, demand, authorization, direction, notice,
consent or waiver required or permitted under this Indenture
shall be in the English language, except that any published
notice may be in an official language of the country of
publication.

     SECTION 17.    Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this
Indenture by any of the provisions of the Trust Indenture  Act,
such required provision shall control. If any provision of this
Indenture modifies  or  excludes any provision  of  the  Trust
Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so
modified or shall be excluded, as the case may be.

      SECTION 18.    Effect of Headings and Table of Contents.

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

     SECTION 19.    Successors and Assigns.

     All  covenants  and agreements in this  Indenture  by  the
Company  shall  bind  its successors and  assigns,  whether  so
expressed or not.

     SECTION 110.   Separability Clause.

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

     SECTION 111.   Benefits of Indenture.

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

     SECTION 112.   Governing Law.

     This Indenture and the Securities shall be governed by and
construed in accordance with the laws (other than the choice of
law provisions) of the State of New York.

     SECTION 113.   Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision
of  this Indenture or of the Securities) payment of interest or
principal (and premium, if any) need not be made at such Place of
Payment  on  such date, but may be made on the next  succeeding
Business  Day  or on such other day as may be set  out  in  the
Officer's Certificate pursuant to Section 301 at such Place  of
Payment with the same force and effect as if made on the Interest
Payment  Date  or  Redemption Date, or at the Stated  Maturity,
provided that no interest shall accrue for the period from  and
after  such  Interest Payment Date, Redemption Date  or  Stated
Maturity, as the case may be.

     SECTION 114.   No Recourse Against Others.

     No  recourse  for  the payment of the  principal  of  (and
premium, if any) or interest, if any, on any Security, or for any
claim  based  thereon or otherwise in respect thereof,  and  no
recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture,
or  in  any  Security,  or  because  of  the  creation  of  any
indebtedness  represented thereby, shall  be  had  against  any
incorporator, stockholder, officer or director, as such,  past,
present   or  future,  of  the  Company  or  of  any  successor
corporation,  either directly or through  the  Company  or  any
successor  corporation, whether by virtue of any  constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that all
such liability is hereby waived and released as a condition  of
and as a consideration for, the execution of this Indenture and
the issue of the Securities.

                           ARTICLE 2

                         SECURITY FORMS

     SECTION 21.    Forms Generally.
     
     The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be
established by or pursuant to a Board Resolution or in  one  or
more   indentures supplemental hereto, ln each case  with  such
appropriate  insertions,  omissions,  substitutions  and  other
variations as are required or permitted by this Indenture,  and
may have such letters, numbers or other marks of identification
and  such  legends  or endorsements placed thereon  as  may  be
required to comply with the rules of any securities exchange or
as  may,  consistently herewith, be determined by the  Officers
executing such Securities, as evidenced by their execution of the
Securities.  If  the  form  of  Securities  of  any  series  is
established  by action taken pursuant to a Board Resolution,  a
copy of an appropriate record of such action shall be certified
by  the Secretary or an Assistant Secretary of the Company  and
delivered  to  the Trustee at or prior to the delivery  of  the
Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.

     The  Trustee's certificates of authentication shall be  in
substantially the form set forth in this Article.

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

     SECTION 22.    Form of Face of Security.

     (If  the  Security is an Original Issue Discount Security,
insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE
OF  1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT  (AS  DEFINED IN SECTION 1273(a)(1) OF  THE  CODE  AND
TREASURY  REGULATION SECTION 1.1273-l(a) WITH RESPECT  TO  THIS
SECURITY IS           , THE ISSUE PRICE (AS DEFINED IN TREASURY
REGULATION SECTION 1.1273-2) OF THIS SECURITY IS            , THE
ISSUE  DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE  CODE  AND
TREASURY  REGULATION  SECTION 1.1273-2)  OF  THIS  SECURITY  IS
            AND  THE  YIELD  TO MATURITY OF  THIS  SECURITY  IS
          ).    INGERSOLL-RAND COMPANY
                    ........................
 No. ________                                         ($)________

     INGERSOLL-RAND COMPANY, a corporation duly  organized  and
existing  under  the  laws  of New Jersey  (herein  called  the
"Company," which term includes any successor corporation  under
the  Indenture  hereinafter referred to), for  value  received,
hereby promises to pay to            , or registered assigns, the
principal sum of $            on            . (If the Security is
to  bear  interest prior to Maturity, insert  --,  and  to  pay
interest  thereon from _______________ or from the most  recent
Interest Payment Date to which interest has been paid  or  duly
provided   for,   (semi-annually)  (quarterly)   (monthly)   on
          and in each year, commencing            , at the rate
of     %  per annum, until the principal hereof is paid or made
available for payment (If applicable insert--, and (to the extent
that the payment of such interest shall be legally enforceable)
at  the  rate  of    % per annum on any overdue  principal  and
premium and on any overdue installment of interest). The interest
so  payable, and punctually paid or duly provided for,  on  any
Interest  Payment Date will, as provided in such Indenture,  be
paid  to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the  Regular Record Date for such interest, which shall be  the
          of            (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.  Any such
interest  not  so  punctually paid or duly  provided  for  will
forthwith  cease  to be payable to the Holder on  such  Regular
Record Date and may either be paid to the Person in whose  name
this  Security  (or  one  or  more Predecessor  Securities)  is
registered at the close of business on a Special Record Date for
the  payment  of  such Defaulted Interest to be  fixed  by  the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date,  or  be paid at any time in any other lawful  manner  not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice  as may be required by such exchange, all as more  fully
provided in said Indenture.)

     (If the Security is not to bear interest prior to Maturity,
insert--The principal of this Security shall not bear  interest
except  in  the case of a default in payment of principal  upon
acceleration, upon redemption or at Stated Maturity and in such
case the overdue principal of this Security shall bear interest
at the rate of    % per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of
such principal has been made or duly provided for.  Interest on
any  overdue  principal shall be payable on  demand.  Any  such
interest on any overdue principal that is not so paid on demand
shall bear interest at the rate of    % per annum (to the extent
that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment  to
the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.)

     Payment of the principal of (and premium, if any) and  (if
applicable, insert--any such) interest on this Security will be
made at the office or agency of the Company maintained for that
purpose  in             , in Dollars (if applicable,  insert--;
provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person
entitled  thereto as such address shall appear in the  Security
Register).

     Reference is hereby made to the further provisions of this
Security  set  forth  on  the  reverse  hereof,  which  further
provisions shall for all purposes have the same effect as if set
forth at this place.

     Unless  the certificate of authentication hereon has  been
executed  by the Trustee referred to on the reverse  hereof  by
manual  signature, this Security shall not be entitled  to  any
benefit  under the Indenture or be valid or obligatory for  any
purpose.
     
     IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.

                                   INGERSOLL-RAND COMPANY

                                   By:

                                   By:___________________________
                                   _____________
Attest:
                                             (SEAL)
     SECTION 23.    Form of Reverse of Security.

     This  Security  is  one  of  a duly  authorized  issue  of
securities  of  the  Company (herein called the  "Securities"),
issued and to be issued in one or more series under an Indenture,
dated  as  of  March 17, 1998 (herein called the  "Indenture"),
between the Company and as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture),
to  which  Indenture  and all indentures  supplemental  thereto
reference  is  hereby made for a statement  of  the  respective
rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and
of  the  terms upon which the Securities are, and  are  to  be,
authenticated and delivered. This Security is one of the series
designated  on the face hereof (limited in aggregate  principal
amount to $           ).

     (If  applicable, insert--The Securities of this series are
subject  to redemption upon not less than 30 nor more  than  60
days'  notice  by  first  class mail to  the  holders  of  such
securities, (if applicable, insert--(1) on            in any year
commencing  with the year            and ending with  the  year
          through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and
(2)) at any time (on or after            , ), as a whole or  in
part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount):

     If  redeemed  (on or before             ,      %,  and  if
redeemed) during the 12-month period beginning            of the
years indicated,
                                       
Year       Redemption Price       Year  Redemption Price
                                                              
and  thereafter  at a Redemption Price equal to  _______  of  the
principal amount, together in the case of any such redemption (if
applicable,  insert -- (whether through operation of the  sinking
fund  or  otherwise))  with accrued and unpaid  interest  to  the
Redemption Date, but interest installments whose Stated  Maturity
is  on  or prior to such Redemption Date will be payable  to  the
Holders   of   such  Securities,  or  one  or  more   Predecessor
Securities,  of record at the close of business on  the  relevant
Record  Dates referred to on the face hereof, all as provided  in
the  Indenture.) (If applicable, insert -- The Securities of this
series  are subject to redemption upon not less than 30 nor  more
than  60 days' notice by first class mail, (1)  on             in
any year commencing with the year             and ending with the
year             through operation of the sinking fund  for  this
series  at the Redemption Prices for redemption through operation
of  the  sinking fund (expressed as percentages of the  principal
amount) set forth in the table below, and (2) at any time (on  or
after  ____________), as a whole or in part, at the  election  of
the  Company,  at the Redemption Prices for redemption  otherwise
than  through  operation  of  the  sinking  fund  (expressed   as
percentages  of  the  principal amount) set forth  in  the  table
below:

     If redeemed during a 12-month period beginning          of
the years indicated,
                                 
           Redemption Price for  Redemption Price for
            Redemption Through   Redemption Otherwise
             Operation of the        Than Through
Year           Sinking Fund           Operation
                                 of the Sinking Fund
           
and  thereafter  at  a Redemption Price  equal  to     %  of  the
principal  amount,  together in the case of any  such  redemption
(whether through operation of the sinking fund or otherwise) with
accrued  and unpaid interest to the Redemption Date, but interest
installments  whose  Stated Maturity  is  on  or  prior  to  such
Redemption  Date  will  be  payable  to  the  Holders   of   such
Securities, or one or more Predecessor Securities, of  record  at
the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.)

     (Notwithstanding the foregoing, the Company may  not,  prior
to              redeem   any   Securities  of  this   series   as
contemplated by (clause (2) of) the preceding paragraph as a part
of,  or  in  anticipation  of,  any refunding  operation  by  the
application, directly or indirectly, of moneys borrowed having an
interest  cost  to  the Company (calculated  in  accordance  with
generally  accepted financial practice) of  less  than     %  per
annum.)

     (The   sinking  fund  for  this  series  provides  for   the
redemption  on             in each year beginning with  the  year
           and ending with the year            of (not less than)
$             (("mandatory  sinking fund") and not  more  than  $
            aggregate  principal  amount of  Securities  of  this
series.)  (Securities of this series acquired or redeemed by  the
Company  otherwise than through (mandatory) sinking fund payments
may  be  credited  against  subsequent (mandatory)  sinking  fund
payments otherwise required to be made--in the (inverse) order in
which they become due.)

     (In the event of redemption of this Security in part only  a
new  Security  or  Securities of this series for  the  unredeemed
portion  hereof will be issued ln the name of the  Holder  hereof
upon the cancellation hereof.)

     (If the Security is not an Original Issue Discount Security,
insert  -- If any Event of Default with respect to Securities  of
this  series shall occur and be continuing, the principal of  the
Securities of this series may be declared due and payable in  the
manner  and with the effect provided in the Indenture.)  (If  the
Security is an Original Issue Discount Security, insert -- If  an
Event  of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities
of  this series may be declared due and payable in the manner and
with the effect provided in the Indenture.  Such amount shall  be
equal  --  insert  formula  for determining  the  amount.)   Upon
payment  (i)  of  the  amount of principal so  declared  due  and
payable and (ii) of interest on any overdue principal and overdue
interest  (in  each case to the extent that the payment  of  such
interest  shall  be legally enforceable), all  of  the  Company's
obligations  in  respect of the payment of the principal  of  and
interest,  if  any,  on  the  Securities  of  this  series  shall
terminate.
     This  Security  is  a  senior unsecured  obligation  of  the
Company  and  will rank pari passu in right of payment  with  all
other senior unsecured obligations of the Company.

     This  Security is subject to Defeasance as described in  the
Indenture.

     The Indenture may be modified by the Company and the Trustee
without consent of any Holder with respect to certain matters  as
described in the Indenture.  In addition, the Indenture  permits,
with  certain  exceptions  as  therein  provided,  the  amendment
thereof and the modification of the rights and obligations of the
Company  and the rights of the Holders of the Securities of  each
series  to  be affected under the Indenture at any  time  by  the
Company  and  the Trustee with the consent of the  Holders  of  a
majority  in  principal  amount of the  Securities  at  the  time
Outstanding  of  each series to be affected.  The Indenture  also
contains  provisions  permitting the Holders  of  a  majority  in
principal  amount of the Securities of each series  at  the  time
Outstanding, on behalf of the Holders of all Securities  of  such
series,   to  waive  compliance  by  the  Company  with   certain
provisions of the Indenture and certain past defaults  under  the
Indenture  and their consequences. Any such consent or waiver  by
the Holder of this Security shall bind such Holder and all future
Holders  of  this  Security and of any Security issued  upon  the
registration of transfer hereof or in exchange hereof or in  lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.

     No  reference  herein to the Indenture and no  provision  of
this  Security  or  of the Indenture shall alter  or  impair  the
obligation  of  the Company, which is absolute and unconditional,
to  pay  the  principal of (and premium, if any) and interest  on
this  Security at the times, place and rate, and in the  coin  or
currency, herein prescribed.

     As   provided  in  the  Indenture  and  subject  to  certain
limitations  therein set forth, the transfer of this Security  is
registrable  in  the Security Register, upon  surrender  of  this
Security for registration of transfer at the office or agency  of
the Company in any place where the principal of (and premium,  if
any) and interest on this Security are payable, duly endorsed by,
or  accompanied  by  a  written instrument of  transfer  in  form
satisfactory  to  the  Company and the  Security  Registrar  duly
executed by the Holder hereof or his attorney duly authorized  in
writing, and thereupon one or more new Securities of this series,
of  authorized denominations and for the same Stated Maturity and
aggregate  principal  amount, will be issued  to  the  designated
transferee or transferees.

     The   Securities  of  this  series  are  issuable  only   in
registered form without coupons in denominations of ($1,000)  and
any  integral multiple thereof.  As provided in the Indenture and
subject  to certain limitations therein set forth, Securities  of
this  series  are  exchangeable for a  like  aggregate  principal
amount  of  Securities  of this series of a different  authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of
transfer  or exchange, but the Company may require payment  of  a
sum  sufficient  to  cover any tax or other  governmental  charge
payable in connection therewith.

     Prior  to  due presentment of this Security for registration
of  transfer,  the  Company, the Trustee and  any  agent  of  the
Company  or the Trustee may treat the Person in whose  name  this
Security  is  registered as the owner hereof  for  all  purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.

     The Indenture imposes certain limitations on the ability  of
the Company to, among other things, merge or consolidate with any
other   Person  or  sell,  assign,  transfer  or  lease  all   or
substantially all of its properties or assets (If other covenants
are  applicable pursuant to the provisions of Section 301, insert
here). All such covenants and limitations are subject to a number
of  important  qualifications and exceptions.  The  Company  must
report  periodically  to  the  Trustee  on  compliance  with  the
covenants in the Indenture.

     A  director, officer, employee or stockholder, as  such,  of
the  Company shall not have any liability for any obligations  of
the Company under this Security or the Indenture or for any claim
based  on,  in  respect of or by reason of, such  obligations  or
their creation. Each Holder, by accepting a Security, waives  and
releases all such liability. The waiver and release are  part  of
the consideration for the issuance of this Security.

     (If  applicable,  insert  -- Pursuant  to  a  recommendation
promulgated  by  the Committee on Uniform Security Identification
Procedures ("CUSIP"), the Company has caused CUSIP numbers to  be
printed on the Securities of this series as a convenience to  the
Holders  of the Securities of this series.  No representation  is
made as to the correctness or accuracy of such numbers as printed
on  the Securities of this series and reliance may be placed only
on the other identification numbers printed hereon.)

     All   capitalized  terms  used  in  this  Security   without
definition  which  are defined in the Indenture  shall  have  the
meanings assigned to them in the Indenture.  ASSIGNMENT FORM

     To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to

(Insert assignee's social security or tax I.D. number)

(Print or type assignee's name, address and zip code)

and irrevocably appoint
agent to transfer this Security on the books of the Company.  The
agent may substitute another to act for him.

Dated:_________                   Your Signature:___________________
                                  (Sign  exactly as  your
                                  name appears  on the  other
                                  side of this Security)

 Signature Guaranty:_______________________________
                (Signatures must be guaranteed by an
                "eligible guarantor institution" meeting the
                requirements of the Transfer Agent, which
                requirements will include membership or
                participation in STAMP or such other
                "signature guarantee program" as may be
                determined by the Transfer Agent in addition
                to, or in substitution for, STAMP all in
                accordance with the Exchange Act.)

Social Security Number or Taxpayer Identification Number:

     SECTION   24.      Form   of   Trustee's   Certificate    of
Authentication.

     This  is  one  of  the Securities of the  series  designated
therein referred to in the
within-mentioned Indenture.

                                             THE BANK OF NEW YORK
                                                       as Trustee

                                   By:___________________________
                                             Authorized Signatory
Dated:_____________________

     SECTION 25.    Securities in Global Form.

     If  Securities of a series are issuable in global  form,  as
contemplated by Section 301, then, notwithstanding the provisions
of  Section  302, any such Security shall represent such  of  the
Outstanding  Securities  of such series  as  shall  be  specified
therein  and  may provide that it shall represent  the  aggregate
amount  of  Outstanding  Securities from time  to  time  endorsed
thereon  and that the aggregate amount of Outstanding  Securities
represented thereby may from time to time be reduced  to  reflect
exchanges.   Any  endorsement of a Security  in  global  form  to
reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made in  such
manner  and upon instructions given by such Person or Persons  as
shall  be  specified  therein  or in  the  Company  Order  to  be
delivered to the Trustee pursuant to Section 303 or Section  304.
Subject  to  the  provisions of Section 303 and,  if  applicable,
Section 304, the Trustee shall deliver and redeliver any Security
in  permanent  global  form in the manner and  upon  instructions
given  by  the  Person or Persons specified  therein  or  in  the
applicable Company Order.  If a Company Order pursuant to Section
303  or  304  has  been,  or simultaneously  is,  delivered,  any
instructions  by  the  Company with  respect  to  endorsement  or
delivery or redelivery of a Security in global form shall  be  in
writing  but  need not comply with Section 102 and  need  not  be
accompanied by an Opinion of Counsel.

     The  provisions of Section 309 shall apply to  any  Security
represented  by  a Security in global form if such  Security  was
never issued and sold by the Company and the Company delivers  to
the  Trustee  the Security in global form together  with  written
instructions (which need not comply with Section 102 and need not
be  accompanied  by  an Opinion of Counsel) with  regard  to  the
reduction  in  the  principal amount  of  Securities  represented
thereby.

     Notwithstanding  the  provisions of Sections  201  and  307,
unless  otherwise  specified  as  contemplated  by  Section  301,
payment  of  principal of, premium, if any, and interest  on  any
Security in permanent global form shall be made to the Person  or
Persons specified therein.

     Notwithstanding the provisions of Section 308 and except  as
provided in the preceding paragraph, the Company, the Trustee and
any agent of the Company and the Trustee shall treat a Person  as
the  Holder  of  such principal amount of Outstanding  Securities
represented by a permanent global Security as shall be  specified
in  a  written  statement of the Holder of such permanent  global
Security.

     SECTION 26.    CUSIP Number.

     The  Company in issuing Securities of any series may  use  a
"CUSIP" number, and, if so, the Trustee may use the CUSIP  number
in  notices of redemption or exchange as a convenience to Holders
of  such series; provided, that any such notice may state that no
representation is made as to the correctness or accuracy  of  the
CUSIP  number printed on the notice or on the Securities of  such
series,  and  that  reliance may be  placed  only  on  the  other
identification numbers printed on the Securities,  and  any  such
redemption shall not be affected by any defect in or omission  of
such  numbers.  The Company will promptly notify the  Trustee  of
any change in the CUSIP number of any series of Securities.

     SECTION  27.    Form of Legend for the Securities in  Global
Form.

     Any  Security  in  global form authenticated  and  delivered
hereunder  shall  bear  a legend in substantially  the  following
form:

     "THIS  SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF  THE
INDENTURE HEREINAFTER REFERRED TO AN IS REGISTERED IN THE NAME OF
A COMMON DEPOSITARY OR A  U.S. DEPOSITARY. UNLESS AND UNTIL IT IS
EXCHANGED  IN  WHOLE  OR IN PART FOR SECURITIES  IN  CERTIFICATED
FORM,  THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE  BY
THE COMMON DEPOSITARY OR A U.S. DEPOSITARY OR BY A NOMINEE OF THE
COMMON DEPOSITARY OR A NOMINEE OF THE U.S. DEPOSITARY AS THE CASE
MAY BE."

                           ARTICLE 3

                         THE SECURITIES

     SECTION 31.    Amount Unlimited; Issuable in Series.

     The  aggregate principal amount of Securities which  may  be
authenticated and delivered under this Indenture is unlimited.

     The  Securities may be issued from time to time  in  one  or
more series. There shall be established in or pursuant to a Board
Resolution,  and  set  forth  in  an  Officer's  Certificate,  or
established in one or more indentures supplemental hereto,  prior
to the issuance of Securities of any series:

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

     (2)   any limit upon the aggregate principal amount  of  the
Securities of the series which may be authenticated and delivered
under  this  Indenture (except for Securities  authenticated  and
delivered  upon registration of transfer of, or in exchange  for,
or  in  lieu  of,  other  Securities of the  series  pursuant  to
Sections 304, 305, 306, 906 or 1107);

     (3)  whether any Securities of the series are to be issuable
in  permanent global form with or without coupons and, if so, (i)
whether  beneficial  owners of interests in  any  such  permanent
global  security  may exchange such interests for  Securities  of
such  series  and  of  like  tenor of  any  authorized  form  and
denomination and the circumstances under which any such exchanges
may  occur, if other than in the manner provided in Section  305,
and (ii) the name of the Common Depositary (as defined in Section
304) or the U.S. Depositary, as the case may be, with respect  to
any global security;

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

     (5)  the rate or rates at which the Securities of the series
shall  bear  interest, if any, the date or dates from which  such
interest  shall accrue, the Interest Payment Dates on which  such
interest  shall be payable and the Regular Record  Date  for  the
interest  payable on any Interest Payment Date and, if applicable
to  such series of Securities, the basis points and United States
Treasury  rate(s) and any other rates to be used  in  calculating
the reset rate;

     (6)   the  place  or  places where  the  principal  of  (and
premium,  if any) and interest on Securities of the series  shall
be payable;

     (7)   the right of the Company, if any, to defer any payment
of  principal of or interest on the Securities of the series, and
the maximum length of any such deferral period;

     (8)  the period or periods within which, the price or prices
at  which  and the terms and conditions upon which Securities  of
the series may be redeemed, in whole or in part, at the option of
the Company, pursuant to any sinking fund or otherwise;

     (9)   the  obligation, if any, of the Company to  redeem  or
purchase Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at which  and
the  terms  and  conditions upon which Securities of  the  series
shall be redeemed or purchased, in whole or in part, pursuant  to
such  obligation,  and, where applicable, the obligation  of  the
Company to select the Securities to be redeemed;

     (10) if other than denominations of $1,000 and any  integral
multiple  thereof, the denominations in which Securities  of  the
series shall be issuable;

     (11) if other than the principal amount thereof, the portion
of  the principal amount of Securities of the series which  shall
be  payable  upon  declaration of acceleration  of  the  Maturity
thereof pursuant to Section 502;

     (12) additional Events of Default with respect to Securities
of the series, if any, other than those set forth herein;

     (13)  if  either  or both of Section 1302 and  Section  1303
shall  be  inapplicable to the Securities of the series (provided
that  if  no such inapplicability shall be specified,  then  both
Section  1302  and  Section  1303  shall  be  applicable  to  the
Securities of the series);

     (14)  if other than U.S. dollars, the currency or currencies
or  units  based  on  or  related  to  currencies  in  which  the
Securities  of  such  series shall be denominated  and  in  which
payments  or principal of, and any premium and interest on,  such
Securities shall or may by payable;
     
       (15)  additional covenants with respect to Securities
of the series, if any, other than those set forth herein;

     (16)  if  other  than  the  Trustee,  the  identity  of  the
Registrar and any Paying Agent; and

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

     All  Securities  of  any one series shall  be  substantially
identical  except as to denomination and except as may  otherwise
be provided in or pursuant to such Board Resolution and set forth
in   such   Officer's  Certificate  or  in  any  such   Indenture
supplemental hereto.

     If  any of the terms of the series are established by action
taken  pursuant  to a Board Resolution, a copy of an  appropriate
record of such action shall be certified by the Secretary  or  an
Assistant  Secretary of the Company and delivered to the  Trustee
at  or prior to the delivery of the Officer's Certificate setting
forth, or providing the manner for determining, the terms of  the
Securities of such series.

     SECTION 32.    Denominations.

     The   Securities  of  each  series  shall  be  issuable   in
registered form without coupons in such denominations as shall be
specified as contemplated by Section 301. In the absence  of  any
such provisions with respect to the Securities of any series, the
Securities  of such series shall be issuable in denominations  of
$1,000 and any integral multiple thereof.

     SECTION  33.     Execution,  Authentication,  Delivery   and
Dating.

     The Securities shall be executed on behalf of the Company by
its  Chairman of the Board, its Vice Chairman of the  Board,  its
President,   any  Executive  Vice  President,  any  Senior   Vice
President or one of its Vice Presidents and its Treasurer or  one
of  its  Assistant  Treasurers or its Secretary  or  one  of  its
Assistant Secretaries.  The signature of any of these officers on
the  Securities  may be manual or facsimile.   The  seal  of  the
Company  may  be in the form of a facsimile thereof  and  may  be
impressed,  affixed,  imprinted or otherwise  reproduced  on  the
Securities.  Typographical and other minor errors or  defects  in
any such reproduction of the seal or any such signature shall not
affect  the validity or enforceability of any security  that  has
been duly authenticated and delivered by the Trustee.

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

     At  any  time and from time to time after the execution  and
delivery of this Indenture, the Company may deliver Securities of
any   series   executed  by  the  Company  to  the  Trustee   for
authentication,   together  with  a   Company   Order   for   the
authentication and delivery of such Securities, and  the  Trustee
in  accordance with the Company Order shall authenticate and make
such  Securities available for delivery. If the form or terms  of
the Securities of the series have been established in or pursuant
to one or more Board Resolutions as permitted by Sections 201 and
301,  in  authenticating  such  Securities,  and  accepting   the
additional  responsibilities under this Indenture in relation  to
such  Securities, the Trustee shall be entitled to  receive,  and
(subject  to  Sections 315(a) through (d) of the Trust  Indenture
Act)  shall  be  fully protected in relying upon, an  Opinion  of
Counsel stating,

     (a  if  the  form  of  such  Securities  has   been
established  by or pursuant to Board Resolution as  permitted  by
Section  201,  that such form has been established in  conformity
with the provisions of this Indenture;

     (b if  the  terms  of  such  Securities  have  been
established  by or pursuant to Board Resolution as  permitted  by
Section  301, that such terms have been established in conformity
with   the   provisions  of  this  Indenture;  (c     that   such
Securities,  when authenticated and delivered by the Trustee  and
issued by the Company in the manner and subject to any conditions
specified  in such Opinion of Counsel, will constitute valid  and
legally  binding  obligations  of  the  Company,  enforceable  in
accordance  with their terms, except to the extent enforceability
may  be  limited   by   applicable   bankruptcy,   insolvency,
reorganization, moratorium and other similar laws  affecting  the
enforcement of creditors' rights generally and by the  effect  of
general    principles   of   equity   (regardless   of    whether
enforceability  is considered in a proceeding  ln  equity  or  at
law); and
    
      (d  that no consent, approval, authorization, order,
registration  or  qualification of  or  with  any  court  or  any
governmental agency or body having jurisdiction over the  Company
is  required for the execution and delivery of such Securities by
the  Company, except such as have been obtained (except  that  no
opinion  need  be expressed as to state securities  or  Blue  Sky
laws).

     If  such form or terms have been so established, the Trustee
shall  not  be  required to authenticate such Securities  if  the
issue  of such Securities pursuant to this Indenture will  affect
the   Trustee's  own  rights,  duties  or  immunities  under  the
Securities and this Indenture or otherwise in a manner  which  is
not  reasonably  acceptable to the Trustee,  or  in  the  written
opinion  of  counsel  to the Trustee (which  counsel  may  be  an
employee of the Trustee) such authentication may not lawfully  be
made or would involve the Trustee in personal liability.

     Notwithstanding the provisions of Section  301  and  of  the
immediately  preceding paragraph, if all Securities of  a  series
are  not  to  be originally issued at one time, it shall  not  be
necessary to deliver the Officer's Certificate otherwise required
pursuant  to  Section  301 or the Company Order  and  Opinion  of
Counsel  otherwise required pursuant to the immediately preceding
paragraph  at  or  prior  to the time of authentication  of  each
security  of  such series if such documents are delivered  at  or
prior  to the authentication upon original issuance of the  first
security of such series to be issued.

     If  the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in the form of one or
more  global Securities, then the Company shall execute  and  the
Trustee  shall, in accordance with this Section and  the  Company
Order  with  respect to the authentication and delivery  of  such
series,  authenticate and deliver one or more  global  Securities
that  (i)  shall be in an aggregate amount equal to the aggregate
principal amount specified in such Company Order, (ii)  shall  be
registered  in  the  name  of  the  Common  Depositary  or   U.S.
Depositary,  as  the case may be, therefor or  its  nominee,  and
(iii) shall be made available for delivery by the Trustee to such
depositary or pursuant to such depositary's instruction.
  
     Each depositary designated pursuant to Section 301 must,  at
the  time of its designation and at all times while it serves  as
depositary,  be a clearing agency registered under  the  Exchange
Act and any other applicable statute or regulation.

     Unless otherwise provided for in the form of security,  each
security shall be dated the date of its authentication.

     No  security  shall  be entitled to any benefit  under  this
Indenture or be valid or obligatory for any purpose unless  there
appears   on   such  security  a  certificate  of  authentication
substantially  in the form provided for herein  executed  by  the
Trustee  by  manual  signature, and  such  certificate  upon  any
security  shall  be conclusive evidence, and the  only  evidence,
that  such  security  has been duly authenticated  and  delivered
hereunder and is entitled to the benefits of this Indenture.

     SECTION 34.    Temporary Securities.

     Pending  the  preparation of definitive  Securities  of  any
series,  the  Company  may execute, and upon  Company  Order  the
Trustee  shall  authenticate  and make  available  for  delivery,
temporary    Securities   which   are   printed,    lithographed,
typewritten,   mimeographed  or  otherwise   produced,   in   any
authorized  denomination,  substantially  of  the  tenor  of  the
definitive Securities in lieu of which they are issued  and  with
such  appropriate insertions, omissions, substitutions and  other
variations   as  the  officers  executing  such  Securities   may
determine, as evidenced by their execution of such Securities.

     In  the  case  of  Securities of any series, such  temporary
Securities may be in global form, representing all or  a  portion
of the Outstanding Securities of such series.

     Except  in  the case of temporary Securities in global  form
(which  shall  be exchanged in accordance with the provisions  of
Section  305), if temporary Securities of any series are  issued,
the Company will cause definitive Securities of that series to be
prepared  without  unreasonable delay. After the  preparation  of
definitive Securities of such series, the temporary Securities of
such  series  shall be exchangeable for definitive Securities  of
such  series upon surrender of the temporary Securities  of  such
series  at  the  office or agency of the Company in  a  Place  of
Payment  for  that  series, without charge to  the  Holder.  Upon
surrender   for  cancellation  of  any  one  or  more   temporary
Securities  of  any  series, the Company shall  execute  and  the
Trustee  shall  authenticate and make available for  delivery  in
exchange   therefor  a  like  principal  amount   of   definitive
Securities of the same series of authorized denominations and  of
like  tenor. Until so exchanged, the temporary Securities of  any
series  shall  in all respects be entitled to the  same  benefits
under this Indenture as definitive Securities of such series.

     If  temporary Securities of any series are issued in  global
form,  any such temporary global Security shall, unless otherwise
provided  therein, be delivered to the office of a depositary  or
common  depositary (the "COMMON DEPOSITARY") for  credit  to  the
respective  accounts of the beneficial owners of such  Securities
(or to such other accounts as they may direct).

     SECTION  35.     Registration, Registration of Transfer  and
Exchange.

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

     Upon  surrender for registration of transfer of any security
of  any series at the office or agency of the Company in Place of
Payment  for  that  series, the Company shall  execute,  and  the
Trustee  shall authenticate and make available for  delivery,  in
the name of the designated transferee or transferees, one or more
new   Securities   of   the  same  series,  of   any   authorized
denominations and of a like aggregate principal amount and Stated
Maturity.

     At the option of the Holder, Securities of any series may be
exchanged  for  other  Securities of  the  same  series,  of  any
authorized denominations and of a like aggregate principal amount
and  Stated  Maturity,  upon surrender of the  Securities  to  be
exchanged  at such office or agency. Whenever any Securities  are
so  surrendered for exchange, the Company shall execute, and  the
Trustee  shall authenticate and make available for delivery,  the
Securities  which the Holder making the exchange is  entitled  to
receive.

     Notwithstanding the foregoing, except as otherwise specified
as  contemplated  by Section 301, any permanent  global  security
shall be exchangeable only as provided in this paragraph. If  the
beneficial owners of interests in a permanent global security are
entitled to exchange such interests for Securities of such series
and of like tenor and principal amount of another authorized form
and  denomination, as  specified and as subject to the conditions
contemplated by Section 301, then without unnecessary  delay  but
in  any  event  not later than the earliest date  on  which  such
interests may be so exchanged, the Company shall deliver  to  the
Trustee   definitive  Securities  of  that  series  in  aggregate
principal  amount equal to the principal amount of such permanent
global  security,  executed by the  Company.   On  or  after  the
earliest  date on which such interests may be so exchanged,  such
permanent  global Securities shall be surrendered  from  time  to
time by the Common Depositary or the U.S. Depositary, as the case
may  be, and in accordance with instructions given to the Trustee
and the Common Depositary or the U.S. Depositary, as the case may
be  (which  instructions shall be in writing but need not  comply
with Section 102 or be accompanied by an Opinion of Counsel),  as
shall  be specified in the Company Order with respect thereto  to
the  Trustee,  as  the Company's agent for such  purpose,  to  be
exchanged, in whole or in part, for definitive Securities of  the
same  series  without charge. The Trustee shall authenticate  and
make available for delivery, in exchange for each portion of such
surrendered permanent global security, a like aggregate principal
amount  of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such  permanent
global security to be exchanged which shall be in the form of the
Securities  of  such  series; provided,  however,  that  no  such
exchanges  may occur during a period beginning at the opening  of
business  15  days before the day of the mailing of a  notice  of
redemption  of Securities of that series selected for  redemption
under Section 1103 and ending at the close of business on the day
of  such  mailing. Promptly following any such exchange in  part,
such  permanent global Security shall be returned by the  Trustee
to  the Common Depositary or the U.S. Depositary, as the case may
be,  or  such other Common Depositary or U.S. Depositary referred
to  above  in  accordance with the written  instructions  of  the
Company  referred to above. If a Security in the  form  specified
for  such  series  is issued in exchange for  any  portion  of  a
permanent  global  Security after the close of  business  at  the
office  or  agency where such exchange occurs on (i) any  Regular
Record Date and before the opening of business at such office  or
agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office  or
agency  on  the related proposed date for payment of interest  or
Defaulted  Interest,  as  the  case  may  be,  such  interest  or
Defaulted  Interest will not be payable on such Interest  Payment
Date or proposed date for payment, as the case may be, in respect
of  such security in the form specified for such series, but will
be  payable  on such Interest Payment Date or proposed  date  for
payment,  as the case may be, only to the Person to whom interest
in  respect of such portion of such permanent global Security  is
payable in accordance with the provisions of this Indenture.

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

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

     Unless   otherwise   provided  in  the  Securities   to   be
transferred or exchanged, no service charge shall be made for any
registration  of  transfer or exchange  of  Securities,  but  the
Company may require payment of a sum sufficient to cover any  tax
or  other  governmental charge that may be imposed in  connection
with  any  registration  of transfer or exchange  of  Securities,
other  than  exchanges pursuant to Section 304, 906 or  1107  not
involving any transfer.

     The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a  period
beginning  at the opening of business 15 days before the  day  of
the  mailing  of  a  notice of redemption of Securities  of  that
series  selected for redemption under Section 1103 and ending  at
the  close  of business on the day of such mailing,  or  (ii)  to
register the transfer of or exchange any security so selected for
redemption in whole or in part, except the unredeemed portion  of
any security being redeemed in part.

     SECTION   36.     Mutilated,  Destroyed,  Lost  and   Stolen
Securities.

     If any mutilated Security is surrendered to the Trustee, the
Company  shall  execute  and the Trustee shall  authenticate  and
deliver  in  exchange therefor a new Security of the same  series
and  of like tenor and principal amount and bearing a number  not
contemporaneously outstanding.

     If  there shall be delivered to the Company and the  Trustee
(i)  evidence to their satisfaction of the destruction,  loss  or
theft of any Security and (ii) such Security or indemnity as  may
be  required by them to save each of them and any agent of either
of  them  harmless, then, in the absence of notice to the Company
or  the  Trustee that such Security has been acquired by  a  bona
fide  purchaser, the Company shall execute and upon  its  request
the  Trustee shall authenticate and deliver, in lieu of any  such
destroyed,  lost or stolen Security, a new Security of  the  same
series  and  of  like tenor and principal amount  and  bearing  a
number not contemporaneously outstanding.

     In  case  any  such  mutilated, destroyed,  lost  or  stolen
Security  has  become or is about to become due and payable,  the
Company in its discretion may, instead of issuing a new Security,
make payment with respect to such Security.

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

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

     The  provisions  of  this Section are  exclusive  and  shall
preclude  (to  the extent lawful) all other rights  and  remedies
with   respect  to  the  replacement  or  payment  of  mutilated,
destroyed, lost or stolen Securities.
     SECTION   37.      Payment  of  Interest;  Interest   Rights
Preserved.

     Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall  be
paid  to  the Person in whose name that Security (or one or  more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest.

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

     (1   The  Company  may elect to make payment  of  any
Defaulted  Interest to the Persons in whose names the  Securities
of  such series (or their respective Predecessor Securities)  are
registered at the close of business on a Special Record Date  for
the  payment of such Defaulted Interest, which shall be fixed  in
the  following  manner. The Company shall notify the  Trustee  in
writing  of the amount of Defaulted Interest proposed to be  paid
on  each  Security of such series and the date  of  the  proposed
payment, and at the same time the Company shall deposit with  the
Trustee an amount of money equal to the aggregate amount proposed
to  be  paid in respect of such Defaulted Interest or shall  make
arrangements  satisfactory to the Trustee for such deposit  prior
to the date of the proposed payment, such money when deposited to
be  held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Section 307 provided. Thereupon the
Trustee  shall fix a Special Record Date for the payment of  such
Defaulted Interest which shall be not more than 15 days  and  not
less  than 10 days prior to the date of the proposed payment  and
not  less  than 10 days after the receipt by the Trustee  of  the
notice of the proposed payment. The Trustee shall promptly notify
the  Company of such Special Record Date and, in the name and  at
the  expense  of the Company, shall cause notice of the  proposed
payment  of  such Defaulted Interest and the Special Record  Date
therefor  to  be  mailed, first-class postage  prepaid,  to  each
Holder  of Securities of such series at its address as it appears
in  the  Security Register, not less than 10 days prior  to  such
Special  Record  Date.  Notice of the proposed  payment  of  such
Defaulted  Interest and the Special Record Date  therefor  having
been  so  mailed, such Defaulted Interest shall be  paid  to  the
Persons  in whose names the Securities of such series  (or  their
respective Predecessor Securities) are registered at the close of
business  on  such  Special Record Date and shall  no  longer  be
payable pursuant to the following Clause (2).

     (2   The  Company may make payment of  any  Defaulted
Interest  on  the  Securities of any series in any  other  lawful
manner  not  inconsistent with the requirements of any securities
exchange  on which such Securities may be listed, and  upon  such
notice  as  may  be required by such exchange, if,  after  notice
given  by  the  Company  to the Trustee of the  proposed  payment
pursuant  to  this Section 307, such manner of payment  shall  be
deemed practicable by the Trustee.

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

     SECTION 38.    Persons Deemed Owners.

     Prior  to due presentment of a Security for registration  of
transfer,  the Company, the Trustee and any agent of the  Company
or  the  Trustee may treat the Person in whose name such Security
is  registered as the owner of such Security for the  purpose  of
receiving  payment  of  principal of (and premium,  if  any)  and
(subject  to Section 307) interest on such Security and  for  all
other  purposes  whatsoever, whether  or  not  such  Security  be
overdue,  and neither the Company, the Trustee nor any  agent  of
the  Company  or the Trustee shall be affected by notice  to  the
contrary.

     None of the Company, the Trustee or any agent of the Company
or the Trustee shall have any responsibility or liability for any
aspect of the records relating to or payments made on account  of
beneficial  ownership interest of a Security in global  form,  or
for maintaining, supervising or reviewing any records relating to
such   beneficial   ownership   interest.   Notwithstanding   the
foregoing,  with respect to any Security in global form,  nothing
herein  shall prevent the Company or the Trustee or any agent  of
the  Company  or  the Trustee from giving effect to  any  written
certification,  proxy  or other authorization  furnished  by  any
Common Depositary (or its nominee), as a Holder, with respect  to
such  Security in global form or impair, as between  such  Common
Depositary and owners of beneficial interests in such Security in
global  form, the operation of customary practices governing  the
exercise  of the right of such Common Depositary (or its nominee)
as holder of such Security in global form.

     SECTION 39.    Cancellation.

     All   Securities   surrendered  for   payment,   redemption,
registration  of transfer or exchange or for credit  against  any
sinking  fund  payment shall, if surrendered to any Person  other
than  the  Trustee,  be  delivered to the Trustee  and  shall  be
promptly cancelled by it. The Company may at any time deliver  to
the   Trustee   for   cancellation  any   Securities   previously
authenticated and delivered hereunder which the Company may  have
acquired  in  any  manner  whatsoever,  and  all  Securities   so
delivered  shall  be  promptly  cancelled  by  the  Trustee.   No
Securities  shall be authenticated in lieu of or in exchange  for
any  Securities cancelled as provided in this Section, except  as
expressly  permitted by this Indenture. Upon the written  request
of  the  Company all cancelled Securities shall be  held  by  the
Trustee and may be destroyed (and, if so destroyed, certification
of  their destruction shall be delivered to the Company,  unless,
by  a  Company  Order,  the Company shall direct  that  cancelled
Securities be returned to it).

     SECTION 310.   Computation of Interest.

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

                           ARTICLE 4

                   SATISFACTION AND DISCHARGE

     SECTION 41.    Satisfaction and Discharge of Indenture.

     This  Indenture shall cease to be of further effect  (except
as  to  any  surviving  rights  of registration  of  transfer  or
exchange  of Securities herein expressly provided for or  in  the
form of security for such series), when the Trustee, upon Company
Request  and at the expense of the Company, shall execute  proper
instruments  acknowledging satisfaction  and  discharge  of  this
Indenture, when

     (1         either

        (A     all   Securities  theretofore  authenticated   and
delivered  (other than (i) Securities which have been  destroyed,
lost  or  stolen and which have been replaced or paid as provided
in  Section 306 and (ii) Securities for whose payment  money  has
theretofore  been deposited in trust or segregated  and  held  in
trust  by  the  Company and thereafter repaid to the  Company  or
discharged  from  such trust, as provided in Section  1009)  have
been delivered to the Trustee for cancellation; or

        (B    all  such  Securities not theretofore delivered  to
the Trustee for cancellation

        (i)have become due and payable, or

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

        (iii)       are  to be called for redemption  within  one
year  under  arrangements satisfactory to  the  Trustee  for  the
giving of notice of redemption by the Trustee in the name, and at
the expense, of the Company, and the Company, in the case of (i),
(ii)  or  (iii)  above, has deposited with the Trustee  as  trust
funds  in trust for the purpose an amount sufficient to  pay  and
discharge   the  entire  indebtedness  on  such  Securities   not
theretofore  delivered  to  the  Trustee  for  cancellation,  for
principal (and premium, if any) and interest to the date of  such
deposit  (in  the case of Securities which have  become  due  and
payable)  or the Stated Maturity or Redemption Date, as the  case
may be;

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

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

     Notwithstanding  the  satisfaction  and  discharge  of  this
Indenture,  the obligations of the Company to the  Trustee  under
Section 607, the obligations of the Company to any Authenticating
Agent  under Section 614 and, if money shall have been  deposited
with  the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1009 shall survive.

     SECTION 42.         Application of Trust Money.

     Subject  to the provisions of the last paragraph of  Section
1009,  all  money deposited with the Trustee pursuant to  Section
401  shall be held in trust and applied by it, in accordance with
the  provisions  of  the Securities and this  Indenture,  to  the
payment,  either directly or through any Paying Agent  (including
the  Company  acting as its own Paying Agent) as the Trustee  may
determine, to the Persons entitled thereto, of the principal (and
premium,  if any) and interest for whose payment such  money  has
been deposited with or received by the Trustee.

                           ARTICLE 5

                            REMEDIES

     SECTION 51.         Events of Default.

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

     (1      the  Company defaults in the payment of interest  on
any  Security of that series when such interest becomes  due  and
payable  and  the  default continues for a  period  of  30  days;
provided, however, that if the Company is permitted by the  terms
of  the  Securities of the applicable series to defer the payment
in  question, the date on which such payment is due  and  payable
shall  be  the  date  on which the Company is  required  to  make
payment  following  such  deferral, if  such  deferral  has  been
elected pursuant to the terms of the Securities; or

     (2      the Company defaults in the payment of the principal
of  (or premium, if any, on) any Security of that series when the
same  becomes  due  and  payable  at  Maturity,  upon  redemption
(including redemptions under Article 11), or otherwise; provided,
however,  that if the Company is permitted by the  terms  of  the
Securities  of  the  applicable series to defer  the  payment  in
question, the date on which such payment is due and payable shall
be  the  date  on which the Company is required to  make  payment
following  such  deferral,  if such  deferral  has  been  elected
pursuant to the terms of the Securities; or

     (3      The  Company defaults in the payment of any  sinking
fund installment, when and as due by the terms of a Security  and
the default continues for a period of 30 days; or

     (4      The  Company fails to observe or perform any of  its
other  covenants, warranties or agreements in the  Securities  of
that  series or this Indenture (other than a covenant,  agreement
or  warranty  a default in whose performance or whose  breach  is
elsewhere  in this Section specifically dealt with or  which  has
expressly been included in this Indenture solely for the  benefit
of  series of Securities other than that series), and the failure
to  observe  or  perform continues for the period and  after  the
notice specified in the last paragraph of this Section; or(5 the
Company pursuant to or within the meaning of any Bankruptcy Law (A)
commences a voluntary case or proceeding under any Bankruptcy Law
with respect to itself, (B) consents to the entry of a judgment,
decree or order for relief against it in an involuntary case or
proceeding under any Bankruptcy Law, (C) consents to or acquiesces
in the institution of bankruptcy or insolvency proceedings against
it, (D) applies for, consents to or acquiesces in the appointment of
or taking possession by a Custodian of the Company or for any
material part of its property, (E) makes a general assignment for the
benefit of its creditors or (F) takes any corporate action in
furtherance of or to facilitate, conditionally or otherwise, any of
the foregoing; or

     (6      (i)  a  court  of  competent jurisdiction  enters  a
judgment, decree or order for relief in respect of the Company in
an  involuntary case or proceeding under any Bankruptcy Law which
shall   (A)   approve  as  properly  filed  a  petition   seeking
reorganization, arrangement, adjustment or composition in respect
of the Company, (B) appoint a Custodian of the Company or for any
material  part  of its property, or (C) order the  winding-up  or
liquidation  of its affairs, and such judgment, decree  or  order
shall  remain  unstayed  and  in  effect  for  a  period  of   90
consecutive  days; or (ii) any bankruptcy or insolvency  petition
or   application  is  filed,  or  any  bankruptcy  or  insolvency
proceeding  is  commenced against the Company and such  petition,
application  or proceeding is not dismissed within  90  days;  or
(iii)  a  warrant  of attachment is issued against  any  material
portion  of  the  property of the Company which is  not  released
within 90 days of service; or
     
     (7      any other Event of Default provided with respect  to
Securities of that series.

     A  Default under clause (4) above is not an Event of Default
until  the  Trustee or the Holders of at least 25%  in  aggregate
principal  amount of the Outstanding Securities  of  that  series
notify the Company and the Trustee of the Default and the Company
does  not  cure the Default within 90 days after receipt  of  the
notice.  The notice must specify the Default, demand that  it  be
remedied  and  state  that the notice is a "Notice  of  Default."
When a Default under clause (4) above is cured within such 90-day
period, it ceases.

     SECTION 52.  Acceleration of Maturity; Rescission and
                  Annulment.

     If  an  Event of Default with respect to Securities  of  any
series (other than an Event of Default specified in clause (5) or
(6)  of  Section  501) occurs and is continuing, the  Trustee  by
notice in writing to the Company, or the Holders of at least  25%
in  aggregate  principal amount of the Outstanding Securities  of
that  series by notice in writing to the Company and the Trustee,
may  declare the unpaid principal of and accrued interest to  the
date  of  acceleration (or, if the Securities of that series  are
Original Issue Discount Securities, such portion of the principal
amount  as may be specified in the terms of that series)  on  all
the  Outstanding Securities of that series to be due and  payable
immediately  and,  upon  any  such declaration,  the  Outstanding
Securities  of that series (or specified principal amount)  shall
become and be immediately due and payable.

     If  an  Event of Default specified in clause (5) or  (6)  of
Section  501 occurs, all unpaid principal of and accrued interest
on  the  Outstanding  Securities of  that  series  (or  specified
principal amount) shall ipso facto become and be immediately  due
and  payable without any declaration or other act on the part  of
the Trustee or any Holder of any Security of that series.

     Upon payment of all such principal and interest, all of  the
Company's  obligations under the Securities of  that  series  and
(upon  payment  of the Securities of all series)  this  Indenture
shall terminate, except obligations under Section 607.

     The  Holders  of  a  majority in  principal  amount  of  the
Outstanding  Securities of that series by notice to  the  Trustee
may  rescind  an  acceleration and its consequences  if  (i)  all
existing  Events  of Default, other than the  nonpayment  of  the
principal and interest of the Securities of that series that  has
become due solely by such declaration of acceleration, have  been
cured  or waived, (ii) to the extent the payment of such interest
is  lawful,  interest  on overdue installments  of  interest  and
overdue  principal  that has become due otherwise  than  by  such
declaration of acceleration have been paid, (iii) the  rescission
would  not  conflict with any judgment or decree of  a  court  of
competent  jurisdiction and (iv) all payments due to the  Trustee
and any predecessor Trustee under Section 607 have been made.

     SECTION 53.Collection   of   Indebtedness  and   Suits   for
                Enforcement by Trustee.

     The Company covenants that if:

     (1     default is made in the payment of any interest on any
Security of any series when such interest becomes due and payable
and such default continues for a period of 30 days, or

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

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

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

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

     SECTION 54.         Trustee May File Proofs of Claim.

     In  case  of  the pendency of any receivership,  insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the  Company
or  any other obligor upon the Securities or the property of  the
Company  or of such other obligor or their creditors, the Trustee
(irrespective  of  whether the principal of the Securities  shall
then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or
interest)  shall  be entitled and empowered, by  intervention  in
such proceeding or otherwise,

     (i0     to  file and prove a claim for the whole  amount  of
principal (and premium, if any) and interest owing and unpaid  in
respect  of  the  Securities and to file  such  other  papers  or
documents as may be necessary or advisable in order to  have  the
claims  of  the  Trustee (including any claim for the  reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Trustee,  its  agent and counsel) and of the Holders  allowed  in
such judicial proceedings, and

     (ii0    to  collect and receive any moneys or other property
payable  or deliverable on any such claims and to distribute  the
same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator  or  other similar official  in  any  such  judicial
proceeding  is  hereby authorized by each  Holder  to  make  such
payments to the Trustee and, in the event that the Trustee  shall
consent  to the making of such payments directly to the  Holders,
to  pay  to  the  Trustee any amount due it  for  the  reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Trustee,  its agents and counsel, and any other amounts  due  the
Trustee under Section 607.

     Nothing  herein contained shall be deemed to  authorize  the
Trustee  to authorize or consent to or accept or adopt on  behalf
of any Holder any plan of reorganization, arrangement, adjustment
or  composition  affecting the Securities or the  rights  of  any
Holder thereof or to authorize the Trustee to vote in respect  of
the claim of any Holder in any such proceeding.
     
     SECTION 55.Trustee May Enforce Claims Without Possession
                of Securities.

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

     SECTION 56.         Application of Money Collected.

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

     First:  To the payment of all amounts due the Trustee  under
Section 607 applicable to such series;

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

     Third: To the Company.
     The  Trustee may fix a record date and payment date for  any
payment to Holders pursuant to this Section 506. At least fifteen
(15) days before such record date, the Trustee shall mail to each
Holder and the Company a notice that states the record date,  the
payment date and the amount to be paid.

     SECTION 57.         Limitation on Suits.

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

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

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

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

     (4      the  Trustee for 60 days after its receipt  of  such
notice,  request and offer of indemnity has failed  to  institute
any such proceeding; and

     (5      no  direction inconsistent with such written request
has  been given to the Trustee during such 60-day period  by  the
Holders  of  a  majority in principal amount of  the  Outstanding
Securities of that series;
it  being understood and intended that no one or more of  Holders
of  Securities of any series shall have any right in  any  manner
whatever by virtue of, or by availing of, any provision  of  this
Indenture to affect, disturb or prejudice the rights of any other
of  such  Holders, or to obtain or to seek to obtain priority  or
preference over any other of such Holders or to enforce any right
under  this  Indenture, except in the manner herein provided  and
for the equal and ratable benefit of all Holders of Securities of
the affected series.

     SECTION  58. Unconditional  Right  of  Holders   to
Receive Principal, Premium and Interest.

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

     SECTION 59.       Restoration of Rights and Remedies.

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

     SECTION 510.     Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement
or  payment of mutilated, destroyed, lost or stolen Securities in
the  last  paragraph of Section 306, no right  or  remedy  herein
conferred  upon or reserved to the Trustee or to the  Holders  is
intended to be exclusive of any other right or remedy, and  every
right  and  remedy  shall, to the extent  permitted  by  law,  be
cumulative and in addition to every other right and remedy  given
hereunder  or  now or hereafter existing at law or in  equity  or
otherwise.  The  assertion or employment of any right  or  remedy
hereunder,   or  otherwise,  shall  not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 511.      Delay or Omission Not Waiver.

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

     SECTION 512.       Control by Holders.

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

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

     (2      the  Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction; and

     (3     subject to Section 601, the Trustee need not take any
action  which might involve the Trustee in personal liability  or
be unduly prejudicial to the Holders not joining therein.

     SECTION 513.        Waiver of Past Defaults.

     The  Holders of not less than a majority in principal amount
of the Outstanding Securities of any series may by written notice
to  the Trustee on behalf of the Holders of all the Securities of
such series waive any Default or Event of Default with respect to
such  series and its consequences, except a Default or  Event  of
Default  (1   in respect of the payment of the principal  of  (or
premium, if any) or interest on any Security of such series, or

     (2      in  respect of a covenant or other provision  hereof
which  under  Article Nine cannot be modified or amended  without
the  consent of the Holder of each Outstanding Security  of  such
series affected.
     Upon any such waiver, such Default or Event of Default shall
cease  to exist and shall be deemed to have been cured, for every
purpose of this Indenture and the Securities of such series;  but
no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

     SECTION 514.        Undertaking for Costs.

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

                           ARTICLE 6

                          THE TRUSTEE

     SECTION  61.         Certain Duties and Responsibilities  of
the Trustee.

     (a     Except during the continuance of an Event of Default,
the  Trustee's  duties and responsibilities under this  Indenture
shall be governed by Section 315(a) of the Trust Indenture Act.

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

     (c     None of the provisions of Section 315(d) of the Trust
Indenture Act shall be excluded from this Indenture.

     SECTION 62.         Notice of Defaults.

     Within 90 days after the occurrence of any Default or  Event
of  Default  with  respect to the Securities of any  series,  the
Trustee  shall give to all Holders of Securities of such  series,
as  their  names  and addresses appear in the Security  Register,
notice  of such Default or Event of Default known to the Trustee,
unless such Default or Event of Default shall have been cured  or
waived;  provided, however, that, except in the case of a Default
or  Event  of  Default  in the payment of the  principal  of  (or
premium, if any) or interest on any Security of such series or in
the  payment  of  any sinking fund installment  with  respect  to
Securities  of  such series, the Trustee shall  be  protected  in
withholding such notice if and so long as the board of directors,
the  executive committee or directors or Responsible Officers  of
the  Trustee in good faith determine that the withholding of such
notice  is in the interest of the Holders of Securities  of  such
series.

     SECTION 63.         Certain Rights of Trustee.

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

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

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

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

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

     (f      prior to the occurrence of an Event of Default  with
respect  to the Securities of any series and after the curing  or
waiving  of  all such Events of Default which may have  occurred,
the Trustee shall not be bound to make any investigation into the
facts   or   matters  stated  in  any  resolution,   certificate,
statement,   instrument,   opinion,  report,   notice,   request,
direction,  consent, order, approval or other paper or  document,
or  the  books  and records of the Company, unless  requested  in
writing to do so by the Holders of a majority in principal amount
of  the  Outstanding Securities of any series; provided, however,
that  if  the payment within a reasonable time to the Trustee  of
the costs, expenses or liabilities likely to be incurred by it in
the  making of such investigation is not, in the opinion  of  the
Trustee,  reasonably  assured  to the  Trustee  by  the  security
afforded  to  it by the terms of this Indenture, the Trustee  may
require  reasonable  indemnity against such  costs,  expenses  or
liabilities  as  a  condition  to so proceeding;  the  reasonable
expense  of every such investigation shall be paid by the Company
or,  if paid by the Trustee, shall be repaid by the Company  upon
demand;

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

     (h      the Trustee shall not be required to expend or  risk
its  own funds or otherwise incur any financial liability in  the
performance of any of its duties hereunder, or in the exercise of
its  rights  or powers, if it shall have reasonable  grounds  for
believing  that  repayment of such funds  or  adequate  indemnity
against such risk or liability is not reasonably assured to it.
     SECTION 64.         Not Responsible for Recitals or Issuance
of Securities.

     The  recitals  herein  and  in the  Securities,  except  the
Trustee's certificates of authentication, shall be taken  as  the
statements  of the Company, and the Trustee or any Authenticating
Agent  assumes  no  responsibility  for  their  correctness.  The
Trustee   makes  no  representations  as  to  the   validity   or
sufficiency  of this Indenture or of the Securities. Neither  the
Trustee nor any Authenticating Agent shall be accountable for the
use  or  application by the Company of Securities or the proceeds
thereof.

     SECTION 65.         May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any
Security  Registrar  or any other agent of the  Company,  in  its
individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 608 and 613, may otherwise
deal  with the Company with the same rights it would have  if  it
were  not  Trustee, Authenticating Agent, Paying Agent,  Security
Registrar or such other agent.

     SECTION 66.         Money Held in Trust.

     Money  held  by  the  Trustee in trust hereunder  (including
amounts  held  by  the  Trustee as  Paying  Agent)  need  not  be
segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money
received  by  it  hereunder except as otherwise  agreed  upon  in
writing with the Company.

     SECTION 67.         Compensation and Reimbursement.

     The Company agrees

     (1)     to  pay  to  the  Trustee from  time  to  time  such
compensation  for  all services rendered by it hereunder  as  the
parties  shall agree from time to time (which compensation  shall
not  be  limited  by  any  provision of  law  in  regard  to  the
compensation of a trustee of an express trust);
     
     (2)     except  as otherwise expressly provided  herein,  to
reimburse  the  Trustee  upon  its  request  for  all  reasonable
expenses,  disbursements and advances incurred  or  made  by  the
Trustee  in  accordance  with  any provision  of  this  Indenture
(including  the  reasonable compensation  and  the  expenses  and
disbursements  of  its  agents  and  counsel),  except  any  such
expense,  disbursement or advance as may be attributable  to  its
negligence or bad faith; and

     (3)    to indemnify the Trustee for, and to hold it harmless
against, any loss, liability, damage, claim or expense, including
taxes  (other than taxes based upon or determined or measured  by
the income of the Trustee), incurred without gross negligence  or
bad  faith on its part, arising out of or in connection with  the
acceptance  or  administration of the trust or trusts  hereunder,
including the costs and expenses of defending itself against  any
claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.

     When  the  Trustee  incurs expenses or renders  services  in
connection  with an Event of Default specified in Section  501(5)
or  Section  501(6),  the  expenses   (including  the  reasonable
charges and expenses of its counsel) and the compensation for the
services  are  intended to constitute expenses of  administration
under  any applicable federal or state bankruptcy, insolvency  or
other similar law.

     The  provisions  of  this  Section 607  shall  survive  this
Indenture.

     SECTION 68.         Disqualification; Conflicting Interests.

     The   Trustee   shall  be  disqualified  only   where   such
disqualification  is  required by Section  310(b)  of  the  Trust
Indenture Act. Nothing shall prevent the Trustee from filing with
the  Commission the application referred to in the second to last
paragraph of Section 310(b) of the Trust Indenture Act.

     SECTION 69.         Corporate Trustee Required; Eligibility.

     There  shall at all times be a Trustee hereunder which shall
be  eligible  to  act as Trustee under Section 310(a)(1)  of  the
Trust  Indenture Act having a combined capital and surplus of  at
least  $50,000,000  subject  to  supervision  or  examination  by
federal or state authority. If such corporation publishes reports
of  condition  at  least annually, pursuant  to  law  or  to  the
requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of
such  corporation shall be deemed to be its combined capital  and
surplus  as  set forth in its most recent report of condition  so
published.  Neither  the  Company  nor  any  Person  directly  or
indirectly  controlling, controlled by, or under  common  control
with the Company may serve as Trustee. If at any time the Trustee
shall  cease to be eligible in accordance with the provisions  of
this  Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

     SECTION 610.        Resignation and Removal; Appointment  of
Successor.

     (a)     No  resignation  or removal of the  Trustee  and  no
appointment of a successor Trustee pursuant to this Article shall
become  effective  until the acceptance  of  appointment  by  the
successor  Trustee in accordance with the applicable requirements
of Section 611.

      (b)     The Trustee may resign at any time with respect  to
the  Securities  of one or more series by giving  written  notice
thereof  to  the  Company. If the instrument of acceptance  by  a
successor  Trustee required by Section 611 shall  not  have  been
delivered to the Trustee within 30 days after the giving of  such
notice  of  resignation, the resigning Trustee may  petition  any
court  of  competent  jurisdiction  for  the  appointment  of   a
successor Trustee with respect to the Securities of such series.

     (c)     The  Trustee may be removed at any time with respect
to  the  Securities  of any series by Act of  the  Holders  of  a
majority  in  principal amount of the Outstanding  Securities  of
such series, delivered to the Trustee and to the Company. If  the
instrument  of  acceptance  by a successor  Trustee  required  by
Section  611 shall not have been delivered to the Trustee  within
30  days  after  the  giving of such notice of  resignation,  the
resigning   Trustee   may  petition  any   court   of   competent
jurisdiction  for  the  appointment of a successor  Trustee  with
respect to the Securities of such series.

     (d)    If at any time:

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

        (2)the  Trustee shall cease to be eligible under  Section
609 and shall fail to resign after written request herefor by the
Company or by any such Holder of a Security who has been  a  bona
fide Holder of a Security for at least six months; or

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

then, in any such case, (i) the Company by a Board Resolution may
remove  the  Trustee  with  respect to all  Securities,  or  (ii)
subject to Section 315(e) of the Trust Indenture Act, any  Holder
who  has  been a bona fide Holder of a security for at least  six
months  may,  on  behalf  of  himself and  all  others  similarly
situated,  petition any court of competent jurisdiction  for  the
removal  of  the Trustee with respect to all Securities  and  the
appointment of a successor Trustee or Trustees.

     (e)     If  the Trustee shall resign, be removed  or  become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of  one  or
more  series, the Company, by a Board Resolution, shall  promptly
appoint  a  successor  Trustee or Trustees with  respect  to  the
Securities of that or those series (it being understood that  any
such  successor  Trustee may be appointed  with  respect  to  the
Securities of one or more or all of such series and that  at  any
time  there  shall  be  only  one Trustee  with  respect  to  the
Securities  of any particular series) and shall comply  with  the
applicable requirements of Section 611. If, within one year after
such  resignation, removal or incapability, or the occurrence  of
such  vacancy, a successor Trustee with respect to the Securities
of  any  series  shall be appointed by Act of the  Holders  of  a
majority  in  principal amount of the Outstanding  Securities  of
such  series  delivered to the Company and the retiring  Trustee,
the  successor  Trustee so appointed shall,  forthwith  upon  its
acceptance  of such appointment in accordance with the applicable
requirements  of Section 611, become the successor  Trustee  with
respect  to  the  Securities of such series and  to  that  extent
supersede  the  successor Trustee appointed by the  Company  with
respect  to such Securities. If no successor Trustee with respect
to  the Securities of any series shall have been so appointed  by
the Company or the Holders and accepted appointment in the manner
required  by  Section 611, any Holder who has been  a  bona  fide
Holder of a security of such series for at least six months  may,
on  behalf of himself and all others similarly situated, petition
any  court  of  competent jurisdiction for the appointment  of  a
successor Trustee with respect to the Securities of such series.

     (f)    The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any
series  and each appointment of a successor Trustee with  respect
to the Securities of any series by mailing written notice of such
event  by  first-class mail, postage prepaid, to all  Holders  of
Securities of such series as their names and addresses appear  in
the  security Register. Each notice shall include the name of the
successor  Trustee with respect to the Securities of such  series
and the address of its Corporate Trust Office.

     SECTION 611.        Acceptance of Appointment by Successor.

     (a)     In  case of the appointment hereunder of a successor
Trustee  with  respect  to all Securities, every  such  successor
Trustee  so  appointed shall execute, acknowledge and deliver  to
the  Company and to the retiring Trustee an instrument  accepting
such appointment, and thereupon the resignation or removal of the
retiring  Trustee  shall  become  effective  and  such  successor
Trustee,  without  any  further act, deed  or  conveyance,  shall
become  vested with all the rights, powers, trusts and duties  of
the  retiring Trustee; but, on the request of the Company or  the
successor  Trustee, such retiring Trustee shall, upon payment  of
its  charges,  execute and deliver an instrument transferring  to
such  successor Trustee all the rights, powers and trusts of  the
retiring  Trustee and shall duly assign, transfer and deliver  to
such  successor  Trustee  all property and  money  held  by  such
retiring Trustee hereunder.

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

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

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

     SECTION  612.         Merger, Conversion,  Consolidation  or
Succession to Business.

     Any  corporation  into which the Trustee may  be  merged  or
converted  or  with  which  it  may  be  consolidated,   or   any
corporation   resulting   from   any   merger,   conversion    or
consolidation  to  which the Trustee shall be  a  party,  or  any
corporation succeeding to all or substantially all the  corporate
trust  business  of the Trustee, shall be the  successor  of  the
Trustee  hereunder, provided such corporation shall be  otherwise
qualified  and eligible under this Article, without the execution
or  filing of any paper or any further act on the part of any  of
the  parties  hereto.  In  case any Securities  shall  have  been
authenticated, but not delivered, by the Trustee then in  office,
any  successor  by  merger, conversion or consolidation  to  such
authenticating Trustee may adopt such authentication and  deliver
the  Securities so authenticated with the same effect as if  such
successor Trustee had itself authenticated such Securities.

     SECTION   613.         Preferential  Collection  of   Claims
Against Company.

     The  Trustee shall comply with Section 311(a) of  the  Trust
Indenture  Act,  excluding any creditor  relationship  listed  in
Section  311(b)  of the Trust Indenture Act.  A Trustee  who  has
resigned  or been removed shall be subject to Section  311(a)  of
the Trust Indenture Act to the extent indicated therein.

     SECTION 614.        Appointment of Authenticating Agent.

     At  any  time  when any of the Securities remain Outstanding
the  Trustee  may appoint an Authenticating Agent or Agents  with
respect  to  one  or  more series of Securities  which  shall  be
authorized to act on behalf of, and subject to the direction  of,
the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption  thereof
or pursuant to Section 306, and Securities so authenticated shall
be  entitled to the benefits of this Indenture and shall be valid
and  obligatory  for  all  purposes as if  authenticated  by  the
Trustee  hereunder. Wherever reference is made in this  Indenture
to  the  authentication and delivery of Securities by the Trustee
or  the  Trustee's certificate of authentication, such  reference
shall  be deemed to include authentication and delivery on behalf
of  the  Trustee by an Authenticating Agent and a certificate  of
authentication  executed  on  behalf  of  the   Trustee   by   an
Authenticating   Agent.  Each  Authenticating  Agent   shall   be
acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United  States
of  America,  any  State  thereof or the  District  of  Columbia,
authorized under such laws to act as Authenticating Agent, having
a  combined capital and surplus of not less than $50,000,000  and
subject  to  supervision  or  examination  by  federal  or  State
authority.  If  such  Authenticating Agent publishes  reports  of
condition  at  least  annually,  pursuant  to  law  or   to   the
requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of
such  Authenticating Agent shall be deemed  to  be  its  combined
capital  and  surplus as set forth in its most recent  report  of
condition  so  published. If at any time an Authenticating  Agent
shall  cease to be eligible in accordance with the provisions  of
this  Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     Any  corporation into which an Authenticating Agent  may  be
merged or converted or with which it may be consolidated, or  any
corporation   resulting   from   any   merger,   conversion    or
consolidation  to  which such Authenticating  Agent  shall  be  a
party,  or any corporation succeeding to the corporate agency  or
corporate  trust  business  of  an  Authenticating  Agent,  shall
continue to be an Authenticating Agent, provided such corporation
shall  be  otherwise  eligible under this  Section,  without  the
execution or filing of any paper or any further act on  the  part
of the Trustee or the Authenticating Agent.

     An  Authenticating Agent may resign at any  time  by  giving
written  notice  thereof to the Trustee and to the  Company.  The
Trustee may at any time terminate the agency of an Authenticating
Agent  by  giving  written notice thereof to such  Authenticating
Agent  and  to  the  Company. Upon receiving  such  a  notice  of
resignation  or upon such a termination, or in case at  any  time
such   Authenticating  Agent  shall  cease  to  be  eligible   in
accordance  with the provisions of this Section, the Trustee  may
appoint   a  successor  Authenticating  Agent  which   shall   be
acceptable to the Company and shall mail written notice  of  such
appointment by first-class mail, postage prepaid, to all  Holders
of   Securities  of  the  series  with  respect  to  which   such
Authenticating  Agent will serve, as their  names  and  addresses
appear  in  the  security Register. Any successor  Authenticating
Agent  upon acceptance of its appointment hereunder shall  become
vested  with all the rights, powers and duties of its predecessor
hereunder,  with  like  effect  as  if  originally  named  as  an
Authenticating Agent. No successor Authenticating Agent shall  be
appointed unless eligible under the provisions of this Section.

     The  Company agrees to pay to each Authenticating Agent from
time  to time reasonable compensation for its services under this
Section.

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

                Form of Authenticating Agent's
                Certificate of Authentication

     This  is  one  of  the Securities of the  series  designated
therein referred to in the within-mentioned Indenture.

                                             THE BANK OF NEW YORK
                                                       As Trustee

                                   By: __________________________
                                          As Authenticating Agent

                                   By: __________________________
                                             Authorized Signatory

Dated: ______________

                           ARTICLE 7

       HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION  71.          Company to Furnish Trustee  Names  and
Addresses of Holders.

     The  Company  will furnish or cause to be furnished  to  the
Trustee:

     (a)    semi-annually, not later than January 1 and July 1 in
each  year,  a  list, in such form as the Trustee may  reasonably
require,  of  the names and addresses of the Holders  as  of  the
preceding December 15 or June 15, as the case may be; and

     (b)     at  such other times as the Trustee may  request  in
writing, within 30 days after the receipt by the Company  of  any
such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;

provided,  however, that so long as the Trustee is  the  Security
Registrar, no such list shall be required to be furnished.
     SECTION    72.            Preservation    of    Information;
Communications to Holders.

     (a)     The Trustee shall preserve, in as current a form  as
is  reasonably  practicable, the names and addresses  of  Holders
contained  in  the most recent list furnished to the  Trustee  as
provided  in Section 701 and the names and addresses  of  Holders
received  by  the Trustee in its capacity as Security  Registrar.
The  Trustee may destroy any list furnished to it as provided  in
Section 701 upon receipt of a new list so furnished.

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

        (i)afford  such  applicants  access  to  the  information
preserved  at the time by the Trustee in accordance with  Section
702(a); or

        (ii)    inform  such  applicants as  to  the  approximate
number  of  Holders  whose  names and  addresses  appear  in  the
information  preserved at the time by the Trustee  in  accordance
with Section 702(a), and as to the approximate cost of mailing to
such  Holders the form of proxy or other communication,  if  any,
specified in such application.

     If  the  Trustee  shall elect not to afford such  applicants
access  to such  information, the Trustee shall, upon the written
request  of such applicants, mail to each Holder whose  name  and
address appears in the information preserved at the time  by  the
Trustee  in accordance with Section 702(a) a copy of the form  of
proxy  or other communication which is specified in such request,
with  reasonable promptness after a tender to the Trustee of  the
material  to  be  mailed and of payment,  or  provision  for  the
payment,  of  the reasonable expenses of mailing,  unless  within
five  days  after  such tender the Trustee  shall  mail  to  such
applicants and file with the Commission, together with a copy  of
the  material  to be mailed, a written statement  to  the  effect
that,  in  the  opinion  of the Trustee, such  mailing  would  be
contrary  to  the best interest of the Holders  or  would  be  in
violation of applicable law. Such written statement shall specify
the  basis  of such opinion. If the Commission, after opportunity
for  a  hearing  upon  the objections specified  in  the  written
statement so filed, shall enter an order refusing to sustain  any
of  such objections or if, after the entry of an order sustaining
one  or more of such objections, the Commission shall find, after
notice  and  opportunity  for hearing,  that  all  objections  so
sustained  have been met and shall enter an order  so  declaring,
the  Trustee  shall  mail copies of such  material  to  all  such
Holders with reasonable promptness after the entry of such  order
and  the  renewal of such tender; otherwise the Trustee shall  be
relieved  of any obligation or duty to such applicants respecting
their application.

     (c)     Every Holder of Securities, by receiving and holding
the  same,  agrees with the Company and the Trustee that  neither
the Company nor the Trustee nor any agent of either of them shall
be  held  accountable  by reason of the disclosure  of  any  such
information  as  to  the names and addresses of  the  Holders  in
accordance  with  Section 702(b), regardless of the  source  from
which  such  information was derived, and that the Trustee  shall
not  be  held  accountable  by reason  of  mailing  any  material
pursuant to a request made under Section 702(b).

     SECTION 73.         Reports by Trustee.

     (a)     Within  60 days after May 15 of each year commencing
with  the  year 1998, the Trustee shall transmit by mail  to  all
Holders of Securities as provided in Section 313(c) of the  Trust
Indenture Act, a brief report dated as of May 15, if required  by
and in compliance with Section 313(a) of the Trust Indenture Act.

     (b)    A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each  stock
exchange   upon  which  any  Securities  are  listed,  with   the
Commission  and  with the Company.  The Company will  notify  the
Trustee when any Securities are listed on any stock exchange.

     SECTION 74.         Reports by Company.

     The Company shall:
     (1)     file  with  the Trustee, within 30  days  after  the
Company is required to file the same with the Commission,  copies
of the annual reports and of the information, documents and other
reports  (or  copies of such portions of any of the foregoing  as
the  Commission  may from time to time by rules  and  regulations
prescribe)  which the Company may be required to  file  with  the
Commission  pursuant  to  Section 13  or  Section  15(d)  of  the
Exchange  Act;  or,  if  the Company  is  not  required  to  file
information,  documents or reports pursuant  to  either  of  said
Sections, then it shall file with the Trustee and the Commission,
in  accordance with rules and regulations prescribed from time to
time  by  the Commission, such of the supplementary and  periodic
information, documents and reports which may be required pursuant
to Section 13 of the Exchange Act in respect of a security listed
and  registered  on  a national securities  exchange  as  may  be
prescribed from time to time in such rules and regulations;

     (2)     file  with  the  Trustee  and  the  Commission,   in
accordance  with rules and regulations prescribed  from  time  to
time  by  the Commission, such additional information,  documents
and  reports with respect to compliance by the Company  with  the
conditions  and  covenants of this Indenture as may  be  required
from time to time by such rules and regulations;

     (3)     transmit by mail to all Holders, as their names  and
addresses appear in the Security Register, (a) concurrently  with
furnishing  the  same to its shareholders, the  Company's  annual
report    to   shareholders,   containing   certified   financial
statements,  and  any other financial reports which  the  Company
generally furnishes to its shareholders, and (b) within  30  days
after the filing thereof with the Trustee, such summaries of  any
other information, documents and reports required to be filed  by
the Company pursuant to paragraphs (1) and (2) of this Section as
may be required by rules and regulations prescribed from time  to
time by the Commission; and

                           ARTICLE 8

         CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

     SECTION 81.         When Company May Merge, Etc.

     The  Company  shall not consolidate with, or merge  with  or
into  any other corporation (whether or not the Company shall  be
the  surviving corporation), or sell, assign, transfer  or  lease
all  or  substantially all of its properties  and  assets  as  an
entirety  or substantially as an entirety to any Person or  group
of  affiliated Persons, in one transaction or a series of related
transactions, unless:

     (1)    either the Company shall be the continuing Person  or
the   Person  (if  other  than  the  Company)  formed   by   such
consolidation or with which or into which the Company  is  merged
or  the  Person (or group of affiliated Persons) to which all  or
substantially all the properties and assets of the Company as  an
entirety  or  substantially as an entirety  are  sold,  assigned,
transferred  or  leased  shall be a  corporation  (or  constitute
corporations) organized and existing under the laws of the United
States  of  America  or  any State thereof  or  the  District  of
Columbia and shall expressly assume, by an indenture supplemental
hereto,   executed  and  delivered  to  the  Trustee,   in   form
satisfactory to the Trustee, all the obligations of  the  Company
under the Securities and this Indenture; and

     (2)     immediately before and after giving effect  to  such
transaction  or  series  of  related transactions,  no  Event  of
Default, and no Default, shall have occurred and be continuing.

     SECTION 82.         Opinion of Counsel.

     The  Company  shall  deliver to the  Trustee  prior  to  the
proposed  transaction(s)  covered by  Section  801  an  Officer's
Certificate   and  an  Opinion  of  Counsel  stating   that   the
transaction(s) and such supplemental indenture comply  with  this
Indenture  and that all conditions precedent to the  consummation
of the transaction(s) under this Indenture have been met.

     SECTION 83.         Successor Corporation Substituted.

     Upon any consolidation by the Company with or merger by  the
Company into an other corporation or any lease, sale, assignment,
or  transfer  of  all or substantially all of  the  property  and
assets  of  the  Company  in accordance  with  Section  801,  the
successor corporation formed by such consolidation or into  which
the  Company is merged or the successor corporation or affiliated
group  of corporations to which such lease, sale, assignment,  or
transfer  is made shall succeed to, and be substituted  for,  and
may  exercise  every right and power of, the Company  under  this
Indenture  with the same effect as if such successor  corporation
or  corporations  had  been  named as  the  Company  herein,  and
thereafter,  except  in  the case of  a  lease,  the  predecessor
corporation  or corporations shall be relieved of all obligations
and  covenants under this Indenture and the Securities and in the
event  of  such conveyance or transfer, except in the case  of  a
lease,  any  such  predecessor corporation may be  dissolved  and
liquidated.  Such successor corporation thereupon may cause to be
signed,  and may issue either in its own name or in the  name  of
Ingersoll-Rand Company any or all of the Securities of any series
issuable  hereunder which theretofore shall not have been  signed
by  the Company and delivered to the Trustee; and, upon the order
of  such successor corporation instead of the Company and subject
to  all  the terms, conditions and limitations in this  Indenture
prescribed,  the  Trustee shall authenticate  and  shall  deliver
Securities of any series which previously shall have been  signed
and  delivered by the officers of the Company to the Trustee  for
authentication,   and   any  Securities  which   such   successor
corporation thereafter shall cause to be signed and delivered  to
the  Trustee for that purpose.  All the Securities of any  series
so  issued  shall in all respects have the same  legal  rank  and
benefit  under  this Indenture as the Securities of  such  series
theretofore or thereafter issued in accordance with the terms  of
this  Indenture as though all of such Securities had been  issued
at the date of the execution hereof.

     In  case of any such consolidation, merger, sale, conveyance
or  lease  such  changes in phraseology  and  form  (but  not  in
substance) may be made in the Securities thereafter to be  issued
as may be appropriate.
     
                           ARTICLE 9

                    SUPPLEMENTAL INDENTURES

     SECTION  91.         Supplemental Indentures Without Consent
of Holders.

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

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

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

     (3)  to add any additional Events of Default with respect to
all or any series of Securities; or

     (4)   to  add  or  change  any of  the  provisions  of  this
Indenture  to  such  extent as shall be necessary  to  permit  or
facilitate the issuance of Securities in bearer form, registrable
or  not registrable as to principal, and with or without interest
coupons; or

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

     (6)  to secure the Securities; or

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

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

     (9)   to cure any ambiguity, defect or inconsistency  or  to
correct  or  supplement  any  provision  herein  which   may   be
inconsistent with any other provision herein; or

     (10)  to  make any change that does not materially adversely
affect the interests of the Holders of Securities of any series.

     Upon   request  of  the  Company,  accompanied  by  a  Board
Resolution  authorizing the execution of  any  such  supplemental
indenture,  and  upon  receipt by the Trustee  of  the  documents
described  in (and subject to the last sentence of) Section  903,
the  Trustee shall join with the Company in the execution of  any
supplemental  indenture authorized or permitted by the  terms  of
this Indenture.

     SECTION 92.         Supplemental Indentures with Consent  of
Holders.

     With  the  written consent of the Holders of a  majority  in
principal  amount of the Outstanding Securities  of  each  series
affected  by such supplemental indenture, by Act of said  Holders
delivered  to  the  Company and the Trustee,  the  Company,  when
authorized by a Board Resolution, and the Trustee shall,  subject
to   Section   903,  enter  into  an  indenture   or   indentures
supplemental  hereto for the purpose of adding any provisions  to
or changing in any manner or eliminating any of the provisions of
this  Indenture or of modifying in any manner the rights  of  the
Holders  of  Securities  of  such series  under  this  Indenture;
provided,  however,  that no such supplemental  indenture  shall,
without  the  consent of the Holder of each Outstanding  security
affected thereby,

     (1)   change the Stated Maturity of the principal of, or any
installment  of  principal of or interest on,  any  security,  or
reduce  the  principal  amount thereof or the  rate  of  interest
thereon  or  any premium payable upon the redemption  thereof  or
extend the time for payment thereof, or reduce the amount of  the
principal  of an Original Issue Discount security that  would  be
due  and  payable  upon  a  declaration of  acceleration  of  the
Maturity thereof pursuant to Section 502, or change any Place  of
Payment where, or the coin or currency in which, any security  or
any  premium  or the interest thereon is payable, or  impair  the
right  to institute suit for the enforcement of any such  payment
on  or  after  the Stated Maturity thereof (or, in  the  case  of
redemption, on or after the Redemption Date);

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

     (3)   change  the  redemption provisions (including  Article
Eleven) hereof in a manner adverse to such Holder; or

     (4)  modify any of the provisions of this Section or Section
513,  except  to increase any such percentage or to provide  that
certain other provisions of this Indenture cannot be modified  or
waived  without  the  consent of the Holder of  each  Outstanding
Security  affected thereby; provided, however, that  this  clause
shall  not  be deemed to require the consent of any  Holder  with
respect  to  changes  in  the references  to  "the  Trustee"  and
concomitant  changes  in this Section, or the  deletion  of  this
proviso,  in accordance with the requirements of Sections  611(b)
and 901(8).

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

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

     SECTION 93.         Execution of Supplemental Indentures.

     The Trustee shall sign any supplemental indenture authorized
pursuant  to this Article, subject to the last sentence  of  this
Section  903.  In  executing, or accepting the additional  trusts
created  by, any supplemental indenture permitted by this Article
or  the  modifications  thereby of the  trusts  created  by  this
Indenture, the Trustee shall be entitled to receive, and (subject
to  Section  601)  shall be fully protected in relying  upon,  an
Officer's Certificate and an Opinion of Counsel stating that  the
execution  of  such  supplemental  indenture  is  authorized   or
permitted  by this Indenture. The Trustee may, but shall  not  be
obligated  to,  enter into any such supplemental indenture  which
affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     SECTION 94.         Effect of Supplemental Indentures.

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

     SECTION 95.         Conformity with Trust Indenture Act.

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

     SECTION  96.         Reference in Securities to Supplemental
Indentures.

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

                           ARTICLE 10

                           COVENANTS

     SECTION 101.        Payments of Securities.

     With  respect to each series of Securities, the Company will
duly  and punctually pay the principal of (and premium,  if  any)
and  interest on such Securities in accordance with  their  terms
and  this  Indenture, and will duly comply  with  all  the  other
terms,  agreements and conditions contained in, or  made  in  the
Indenture for the benefit of, the Securities of such series.

     SECTION 102.        Maintenance of Office or Agency.

     The  Company will maintain an office or agency in each Place
of  Payment  where Securities may be surrendered for registration
of  transfer  or exchange or for presentation for payment,  where
notices  and  demands to or upon the Company in  respect  of  the
Securities  and  this Indenture may be served. The  Company  will
give  prompt  written notice to the Trustee of the location,  and
any  change ln location, of such office or agency. If at any time
the  Company shall fail to maintain any such required  office  or
agency  or  shall  fail to furnish the Trustee with  the  address
thereof, such presentations, surrenders, notices and demands  may
be  made or served at the address of the Trustee as set forth  in
Section 105 hereof and the Company hereby appoints the Trustee as
its  agent to receive all presentations, surrenders, notices  and
demands.

     The Company may also from time to time designate one or more
other  offices or agencies where the Securities may be  presented
or  surrendered for any or all such purposes and may from time to
time  rescind  such designations. The Company  will  give  prompt
written  notice  to  the  Trustee  of  any  such  designation  or
rescission  and of any change in the location of any  such  other
office or agency.

     SECTION 103.        Compliance Certificates.

     The Company will deliver to the Trustee on or before May  15
in   each  year  ending  after  the  date  hereof,  an  Officers'
Certificate stating that in the course of the performance by each
signer  of  his  duties  as an officer of the  Company  he  would
normally  have  knowledge of any default by the  Company  in  the
performance  and observance of any of the covenants contained  in
Sections  1005 and 1006, stating whether or not he has  knowledge
of  any such default and, if so, specifying each such default  of
which such signer has knowledge and the nature thereof.

     SECTION 104.        Money for Securities Payments to Be Held
in Trust.

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

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

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

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

     (ii)  give the Trustee notice of any default by the  Company
(or  any other obligor upon the Securities of that series) in the
making  of  any  payment of principal (and premium,  if  any)  or
interest on the Securities of that series; and

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

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

     Any money deposited with the Trustee or any Paying Agent, or
then  held  by  the  Company, in trust for  the  payment  of  the
principal of (and premium, if any) or interest on any security of
any  series  and  remaining unclaimed for two  years  after  such
principal  (and premium, if any) or interest has become  due  and
payable shall be paid to the Company on Company Request,  or  (if
then  held  by the Company) shall be discharged from such  trust;
and the Holder of such security shall thereafter, as an unsecured
general  creditor, look only to the Company for payment  thereof,
and  all  liability  of  the Trustee or such  Paying  Agent  with
respect to such trust money, and all liability of the Company  as
trustee  thereof, shall thereupon cease; provided, however,  that
the  Trustee of such Paying Agent, before being required to  make
any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language,
customarily  published  on  each  Business  Day  and  of  general
circulation in New York, New York, notice that such money remains
unclaimed  and that, after a date specified therein, which  shall
not  be less than 30 days from the date of such publication,  any
unclaimed balance of such money then remaining will be repaid  to
the Company.

     SECTION 105.        Limitation on Liens.

     (a)   The  Company covenants and agrees for the  benefit  of
each  series of Securities, other than any series established  by
or  pursuant to a Board Resolution or in one or more supplemental
indentures hereto which specifically provides otherwise, that  it
will  not,  and  will  not permit any Restricted  Subsidiary  to,
create,  assume or guarantee any indebtedness for money  borrowed
secured  by  a  Mortgage  (i) on any Principal  Property  of  the
Company  or of a Restricted Subsidiary or (ii) on any  shares  or
Funded  Indebtedness of a Restricted Subsidiary or  (ii)  on  any
shares or Funded Indebtedness of a Restricted Subsidiary (whether
such  Principal Property, shares or Funded Indebtedness  are  now
owned   or  hereafter  acquired),  without,  in  any  such  case,
effectively providing concurrently with the creation,  assumption
or   guaranteeing  of  such  indebtedness  that  the   Securities
(together,  if  the Company shall so determine,  with  any  other
indebtedness  then  or thereafter existing, created,  assumed  or
guaranteed  by the Company or such Restricted Subsidiary  ranking
equally with the Securities) shall be secured equally and ratably
with  (or  prior to) such indebtedness; excluding, however,  from
the  foregoing any indebtedness secured by a Mortgage  (including
any  extension, renewal or replacement, or successive extensions,
renewals  or replacements, of any Mortgage hereinafter  specified
or  any  indebtedness secured thereby, without  increase  of  the
principal of such indebtedness)

     (1)   on  property,  shares or Funded  Indebtedness  of  any
corporation  existing  at  the time such  corporation  becomes  a
Restricted Subsidiary; or

     (2)  on property existing at the time of acquisition thereof
by  the  Company  or a Restricted Subsidiary, or  to  secure  any
indebtedness  incurred by the Company or a Restricted  Subsidiary
prior  to, at the time of, or within 180 days after the later  of
the  acquisition, the completion of construction  (including  any
improvements  on  an  existing property) or the  commencement  of
commercial  operation  of such property,  which  indebtedness  is
incurred  for  the purpose of financing all or any  part  of  the
purchase  price thereof or construction or improvements  thereon;
provided,  however,  that in the case of  any  such  acquisition,
construction or improvement the Mortgage shall not apply  to  any
property  theretofore  owned  by  the  Company  or  a  Restricted
Subsidiary,  other than, in the case of any such construction  or
improvement,  any theretofore unimproved real property  on  which
the property so constructed, or the improvement, is located; or

     (3)   on  property,  shares  or  Funded  Indebtedness  of  a
corporation existing at the time such corporation is merged  into
or  consolidated with the Company or a Restricted Subsidiary,  or
at  the  time  of  a  sale,  lease or other  disposition  of  the
properties of a corporation as an entirety or substantially as an
entirety to the Company or a Restricted Subsidiary; or

     (4)   on  property  of  a  Restricted Subsidiary  to  secure
indebtedness  of  such Restricted Subsidiary to  the  Company  or
another Restricted Subsidiary; or

     (5)   on  property of the Company or a Restricted Subsidiary
in favor of the United States of America or any State thereof, or
any   department,   agency   or  instrumentality   or   political
subdivision of the United States of America or any State thereof,
to  secure partial, progress, advance or other payments  pursuant
to any contract or statute or to secure any indebtedness incurred
for  the  purpose  of financing all or any part of  the  purchase
price  or  the  cost  of constructing or improving  the  property
subject to such Mortgage; or

     (6)  existing at the date of this Indenture;

provided,  however, that any Mortgage permitted  by  any  of  the
foregoing clauses (1), (2), (3) and (5) of this Section 1005  (a)
shall not extend to or cover any property of the Company or  such
Restricted  Subsidiary,  as  the case  may  be,  other  than  the
property specified in such clauses and improvements thereto.

     (b)   Notwithstanding the provisions of  subsection  (a)  of
this  Section,  the  Company  or any  Restricted  Subsidiary  may
create,  assume  or  guarantee  secured  indebtedness  for  money
borrowed  which would otherwise be prohibited in said  subsection
(a)  in  an aggregate amount which, together with all other  such
indebtedness for money borrowed of the Company and its Restricted
Subsidiaries  and the Attributable Debt of the  Company  and  its
Restricted   Subsidiaries  in  respect  of  Sale  and   Leaseback
Transactions (as defined in Section 1006) existing at  such  time
(other than Sale and Leaseback Transactions entered into prior to
the  date  of  this Indenture and Sale and Leaseback Transactions
the proceeds of which have been applied in accordance with clause
(b)  of  Section  1006), does not at the time exceed  5%  of  the
shareholders'   equity  in  the  Company  and  its   consolidated
Subsidiaries, as shown on the audited consolidated balance  sheet
contained  in  the  latest annual report to shareholders  of  the
Company.

     (c)  For the purposes of this Article Ten,

     (1)   the  term "Attributable Debt" shall mean,  as  of  any
particular  time, the then present value of the total net  amount
of rent required to be paid under such lease during the remaining
term thereof (excluding any renewal term unless the renewal is at
the  option  of  the  lessor) computed by  discounting  from  the
respective due dates to such date such total net amount  of  rent
at  the actual interest factor included in such rent, or, if such
interest  factor cannot readily be determined, at  the  rate  per
annum  borne by the initial series of Securities, except that  if
no  interest  is  payable in respect of  the  initial  series  of
Securities or if such rate is not fixed then at the rate of     %
per  annum.  The net amount of rent required to be paid  for  any
such period shall be the aggregate amount of the rent payable  by
the  lessee  with respect to such period after excluding  amounts
required to be paid on account of, or measured or determined  by,
any  variable factor, including, without limitation, the cost-of-
living  index  and  costs of maintenance and repairs,  insurance,
taxes,  assessments, water rates and similar  charges  and  after
excluding any portion of rentals based on a percentage  of  sales
made by the lessee.  In the case of any lease which is terminable
by  the  lessee  upon the payment of a penalty, such  net  amount
shall  also include the amount of such penalty, but no rent shall
be  considered as required to be paid under such lease subsequent
to the first date upon which it may be so terminated;
     
     (2)   the term "shareholders' equity in the Company and  its
consolidated  Subsidiaries" shall mean the  consolidated  capital
and  surplus (including retained earnings) of the Company and its
consolidated  Subsidiaries, excluding the cost of shares  of  the
Company held in treasury; and
     (3)   the  term  "Mortgage" on any specified property  shall
mean  any  mortgage,  lien,  pledge,  charge  or  other  security
interest or encumbrance of any kind in respect of such property.

     SECTION   106          Limitation  on  Sale  and   Leaseback
     Transactions.

     The  Company  covenants and agrees for the benefit  of  each
series  of  Securities, other than any series established  by  or
pursuant  to  a  Board Resolution or in one or more  supplemental
indentures hereto which specifically provides otherwise, that  it
will not, and will not permit any Restricted Subsidiary to, enter
into  any  arrangement with any person for  the  leasing  by  the
Company or a Restricted Subsidiary (except for leases for a  term
of  not  more  than three years and for leases of  a  part  of  a
Principal  Property, which has been sold, for use  in  connection
with  the winding up or termination of the business conducted  on
such  Principal Property, and except, in the case of a Restricted
Subsidiary,  a  lease  to  the  Company  or  another   Restricted
Subsidiary)  of  any  Principal Property (whether  now  owned  or
hereafter  acquired), which Principal Property  has  been  or  is
intended  to  be  sold  or transferred by  the  Company  or  such
Restricted  Subsidiary to such person (herein referred  to  as  a
"Sale and Leaseback Transaction"), unless (a) the Company or such
Restricted  Subsidiary  would  be  entitled,  pursuant   to   the
provisions  of Section 1005, to incur indebtedness secured  by  a
Mortgage  on such Principal Property without equally and  ratably
securing  the Securities, or (b) the Company shall  (and  in  any
such  case  the Company covenants that it will) apply  an  amount
equal to the fair value of such Principal Property so leased  (as
determined  by  the Board of Directors) to the retirement  (other
than   by  payment  at  maturity  or  to  satisfy  the  mandatory
requirements  of  any  sinking, purchase  or  analogous  fund  or
prepayment provision), within 180 days of the effective  date  of
any  such Sale and Leaseback Transaction, of Securities or  other
Funded  Indebtedness of the Company or any Restricted  Subsidiary
ranking  on  a  parity with the Securities, or to  the  purchase,
improvement  or  construction of properties which  are  Principal
Properties; provided, however, that the amount to be  applied  to
the  retirement of such Funded Indebtedness shall be  reduced  by
(a)  the principal amount of any Securities delivered within  180
days  after  such sale or transfer to the Trustee for  retirement
and  cancellation and (b) the principal amount  of  other  Funded
Indebtedness ranking on a parity with the Securities  voluntarily
retired  by  the  Company  within 180 days  after  such  sale  or
transfer;  and  promptly  after the expiration  of  such  180-day
period  the  Company  shall  have delivered  to  the  Trustee  an
Officers'  Certificate  setting forth in  reasonable  detail  all
material facts necessary to show compliance with this Subsection.

     SECTION 1008        Waiver of Certain Covenants

     The  Company may omit in any particular instance  to  comply
with  any term, provision or condition set forth in Sections 1004
and 1005 if before the time for such compliance the Holders of at
least 66-_% in principal amount of the Outstanding Securities  of
all series affected by such omission (voting as one class) shall,
by  Act  of  such Holders, either waive such compliance  in  such
instance  or generally waive compliance with such term, provision
or  condition, but no such waiver shall extend to or affect  such
term,  provision or condition except to the extent  so  expressly
waived,  and,  until  such  waiver shall  become  effective,  the
obligations  of  the Company and the duties  of  the  trustee  in
respect of any such term, provision or condition shall remain  in
full force and effect.

                           ARTICLE 11

                    REDEMPTION OF SECURITIES

     SECTION 111.        Applicability of Article.

     Securities  of any series which are redeemable before  their
Stated  Maturity  shall  be redeemable in accordance  with  their
terms  and  (except  as otherwise specified  as  contemplated  by
Section 301 for Securities of any series) in accordance with this
Article.
     
     SECTION 112.        Election to Redeem; Notice to Trustee.

     The  election of the Company to redeem any Securities  shall
be  evidenced by a Board Resolution. In case of any redemption at
the  election  of the Company of less than all the Securities  of
any  series,  the Company shall, at least 45 days  prior  to  the
Redemption  Date  fixed by the Company (unless a  shorter  notice
shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such
series  to  be  redeemed.  In  the  case  of  any  redemption  of
Securities  prior  to the expiration of any restriction  on  such
redemption provided in the terms of such Securities or  elsewhere
in  this Indenture, the Company shall furnish the Trustee with an
Officer's    Certificate   evidencing   compliance   with    such
restriction.

     SECTION 113.        Selection by Trustee of Securities to Be
Redeemed.

     If  less  than all the Securities of any series  are  to be
redeemed,  the  particular Securities to  be  redeemed  shall be
selected  not more than 45 days prior to the Redemption  Date by
the  Trustee, from the Outstanding Securities of such series not
previously called for redemption, substantially pro rata, by lot
or  by  any  other  method  as  the Trustee  considers  fair and
appropriate  and  that  complies with  the  requirements  of the
principal  national securities exchange, if any,  on  which  such
Securities  are listed, and which may provide for  the  selection
for  redemption  of  portions (equal to  the  minimum  authorized
denomination  for  Securities  of that  series  or  any  integral
multiple thereof) of the principal amount of Securities  of  such
series  of  a  denomination larger than  the  minimum  authorized
denomination for Securities of that series; provided that in case
the   Securities  of  such  series  have  different   terms   and
maturities,  the Securities to be redeemed shall be  selected  by
the  Company  and the Company shall give notice  thereof  to  the
Trustee.

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

     For  all  purposes  of this Indenture,  unless  the  context
otherwise requires, all provisions relating to the redemption  of
the  Securities  shall  relate, in the  case  of  any  Securities
redeemed  or to be redeemed only in part, to the portion  of  the
principal amount of such Securities which has been or  is  to  be
redeemed.

     SECTION 114.        Notice of Redemption.

     Notice  of  redemption shall be given by  first-class  mail,
postage  prepaid, mailed not less than 30 nor more than  45  days
prior to the Redemption Date, to each Holder of Securities to  be
redeemed, at this address appearing in the Security Register.

     All notices of redemption shall state:

     (1)  the Redemption Date;

     (2)  the Redemption Price;

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

     (4)  that on the Redemption Date the Redemption Price  will
be  come  due and payable upon each such security to be  redeemed
and, if applicable, that interest thereon will cease to accrue on
and after said date;

     (5)  the  place or places where such Securities are  to  be
surrendered for payment of the Redemption Price;

     (6)  that the redemption is for a sinking fund, if such  is
the case;

     (7)  the  CUSIP  number, if any, of the  Securities  to  be
redeemed; and
     
     (8)  unless otherwise provided as to a particular series  of
Securities,  if  at  the time of publication or  mailing  of  any
notice  of  redemption the Company shall not have deposited  with
the  Trustee  or  Paying  Agent and/or irrevocably  directed  the
Trustee or Paying Agent to apply, from money held by it available
to  be  used for the redemption of Securities, an amount in  cash
sufficient to redeem all of the Securities called for redemption,
including  accrued interest to the Redemption Date,  such  notice
shall  state that it is subject to the receipt of the  redemption
moneys by the Trustee or Paying Agent before the Redemption  Date
(unless such redemption is mandatory) and such notice shall be of
no effect unless such moneys are so received before such date.

     Notice  of  redemption of Securities to be redeemed  at  the
election of the Company shall be given by the Company or, at  the
Company's request, by the Trustee in the name and at the  expense
of the Company.

     SECTION 115.        Deposit of Redemption Price.

     Prior  to 10:00 a.m. any Redemption Date, the Company  shall
deposit  with  the  Trustee or with a Paying Agent  (or,  if  the
Company is acting as its own Paying Agent, segregate and hold  in
trust  as provided in Section 1009) an amount of money sufficient
to  pay  the  Redemption Price of, and (except if the  Redemption
Date shall be an Interest Payment Date) accrued interest on,  all
the Securities which are to be redeemed on that date.

     SECTION 116.        Securities Payable on Redemption Date.

     Notice  of  redemption having been given as  aforesaid,  the
Securities  so  to  be  redeemed shall, on the  Redemption  Date,
become due and payable at the Redemption Price therein specified,
and from and after such date (unless the Company shall default in
the  payment  of the Redemption Price and accrued interest)  such
Securities  shall cease to bear interest. Upon surrender  of  any
such security for redemption in accordance with said notice, such
security  shall  be paid by the Company at the Redemption  Price,
together  with accrued interest to the Redemption Date; provided,
however,  that installments of interest whose Stated Maturity  is
on  or  prior  to  the Redemption Date shall be  payable  to  the
Holders   of   such  Securities,  or  one  or  more   Predecessor
Securities,  registered as such at the close of business  on  the
relevant Regular or Special Record Dates according to their terms
and the provisions of Section 307.

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

     SECTION 117.        Securities Redeemed in Part.

     Any  Security which is to be redeemed only in part shall  be
surrendered at an office or agency of the Company at a  Place  of
Payment  therefor  (with,  if  the  Company  or  the  Trustee  so
requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed
by,  the  Holder  thereof  or  his attorney  duly  authorized  in
writing),  and  the Company shall execute, and the Trustee  shall
authenticate  and deliver to the Holder of such security  without
service  charge, a new Security or Securities of the same  series
and  Stated Maturity, of any authorized denomination as requested
by  such  Holder, in aggregate principal amount equal to  and  in
exchange  for  the  unredeemed portion of the  principal  of  the
security so surrendered.

                           ARTICLE 12

                         SINKING FUNDS

     SECTION 121.        Applicability of Article.

     The  provisions of this Article shall be applicable  to  any
sinking fund for the retirement of Securities of a series, except
as  otherwise  specified  as  contemplated  by  Section  301  for
Securities of such series.

     The  minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as
a  "Mandatory Sinking Fund Payment," and any payment in excess of
such  minimum  amount provided for by the terms of Securities  of
any  series  is herein referred to as an "Optional  Sinking  Fund
Payment."  If  provided for by the terms  of  Securities  of  any
series,  the  cash  amount of any sinking  fund  payment  may  be
subject  to redemption as provided in Section 1202. Each  sinking
fund payment shall be applied to the redemption of Securities  of
any  series  as provided for by the terms of Securities  of  such
series.

     SECTION 122.     Satisfaction of Sinking  Fund  Payments
with Securities.

     The  Company  (1) may deliver Securities of a series  (other
than any Securities previously called for redemption) and (2) may
apply as a credit Securities of a series which have been redeemed
either  at the election of the Company pursuant to the  terms  of
such  Securities or through the application of permitted optional
sinking  fund payments pursuant to the terms of such  Securities,
in  each  case in satisfaction of all or any part of any  sinking
fund  payment  with  respect  to the Securities  of  such  series
required  to be made pursuant to the terms of such Securities  as
provided  for  by  the terms of such series; provided  that  such
Securities  have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at
the  Redemption Price specified in such Securities for redemption
through  operation  of the sinking fund and the  amount  of  such
sinking fund payment shall be reduced accordingly.

     SECTION  123.         Redemption of Securities  for  Sinking
Fund.
     Not  less  than 45 days prior to each sinking  fund  payment
date  for  any series of Securities, the Company will deliver  to
the Trustee an Officer's Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be
satisfied  by  payment of cash and the portion thereof,  if  any,
which  is  to be satisfied by delivering and crediting Securities
of  that series pursuant to Section 1202 and will also deliver to
the  Trustee any Securities to be so delivered. Not less than  30
days before each such sinking fund payment date the Trustee shall
select  the  Securities  to be redeemed upon  such  sinking  fund
payment  date in the manner specified in Section 1103  and  cause
notice  of the redemption thereof to be given in the name of  and
at  the  expense of the Company in the manner provided in Section
1104. Such notice having been duly given, the redemption of  such
Securities shall be made upon the terms and in the manner  stated
in Sections 1106 and 1107.

                           ARTICLE 13

               DEFEASANCE AND COVENANT DEFEASANCE

     SECTION  131.         Applicability  of  Article;  Company's
Option to Effect Defeasance or Covenant Defeasance.

     Unless  pursuant to Section 301 provision is  made  for  the
inapplicability  of  either or both  of  (a)  Defeasance  of  the
Securities  of  a  series  under Section  1302  or  (b)  Covenant
Defeasance of the Securities of a series under Section 1303, then
the  provisions of such Section or Sections, as the case may  be,
together  with  the  other provisions of this Article,  shall  be
applicable to the Securities of such series, and the Company  may
at  its option by Board Resolution, at any time, with respect  to
the  Securities of such series, elect to have either Section 1302
(unless  inapplicable) or Section 1303 (unless  inapplicable)  be
applied  to  the  Outstanding  Securities  of  such  series  upon
compliance with the applicable conditions set forth below in this
Article.

     SECTION 132.        Defeasance and Discharge.

     Upon  the  Company's  exercise of  the  option  provided  in
Section  1301  to  defease  the  Outstanding  Securities   of   a
particular  series,  the  Company shall be  discharged  from  its
obligations  with respect to the Outstanding Securities  of  such
series on the date the applicable conditions set forth in Section
1304  are satisfied (hereinafter, "Defeasance"). Defeasance shall
mean that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the Outstanding Securities
of  such  series and to have satisfied all its other  obligations
under  such  Securities  and  this  Indenture  insofar  as   such
Securities are concerned (and the Trustee, at the expense of  the
Company,  shall  execute  proper  instruments  acknowledging  the
same); provided, however, that the following rights, obligations,
powers,  trusts,  duties  and  immunities  shall  survive   until
otherwise  terminated or discharged hereunder: (A) the rights  of
Holders  of  Outstanding Securities of such  series  to  receive,
solely from the trust fund provided for in Section 1304, payments
in respect of the principal of (and premium, if any) and interest
on  such Securities when such payments are due, (B) the Company's
obligations  with respect to such Securities under Sections  304,
305,  306, 1002 and 1009, (C) the rights, powers, trusts,  duties
and  immunities  of the Trustee hereunder and (D)  this  Article.
Subject to compliance with this Article, the Company may exercise
its  option  with respect to Defeasance under this  Section  1302
notwithstanding the prior exercise of its option with respect  to
Covenant  Defeasance  under  Section  1303  in  regard   to   the
Securities of such series.
     
     SECTION 133.        Covenant Defeasance.

     Upon  the  Company's  exercise of  the  option  provided  in
Section 1301 to obtain a Covenant Defeasance with respect to  the
Outstanding Securities of a particular series, the Company  shall
be released from its obligations under this Indenture (except its
obligations  under Sections 304, 305, 306, 506, 509,  610,  1001,
1002,  1006,  1008  and  1009) with respect  to  the  Outstanding
Securities  of  such series on and after the date the  applicable
conditions  set forth in Section 1304 are satisfied (hereinafter,
"Covenant Defeasance"). Covenant Defeasance shall mean that, with
respect to the Outstanding Securities of such series, the Company
may omit to comply with and shall have no liability in respect of
any  term,  condition or limitation set forth in  this  Indenture
(except  its obligations under Sections 304, 305, 306, 506,  509,
610,  1001,  1002,  1006,  1008 and 1009),  whether  directly  or
indirectly  by  reason of any reference elsewhere  herein  or  by
reason  of any reference to any other provision herein or in  any
other  document, and such omission to comply shall not constitute
an  Event  of  Default  under  Section  501(4)  with  respect  to
Outstanding Securities of such series, and the remainder of  this
Indenture  and  of  the  Securities  of  such  series  shall   be
unaffected thereby.

     SECTION  134.         Conditions to Defeasance  or  Covenant
Defeasance.

     The  following  shall be the conditions to Defeasance  under
Section  1302  and  Covenant Defeasance under Section  1303  with
respect to the Outstanding Securities of a particular series:

     (1)   the Company shall irrevocably have deposited or caused
to  be  deposited with the Trustee (or another trustee satisfying
the  requirements of Section 609 who shall agree to  comply  with
the provisions of this Article applicable to it), under the terms
of   an   irrevocable  trust  agreement  in  form  and  substance
reasonably satisfactory to such Trustee, as trust funds in  trust
for  the  purpose of making the following payments,  specifically
pledged as security for, and dedicated solely to, the benefit  of
the  Holders of such Securities, (A) Dollars in an amount, or (B)
U.S.  Government Obligations which through the scheduled  payment
of  principal and interest in respect thereof in accordance  with
their  terms  will provide, not later than the due  date  of  any
payment,  money  in an amount, or (C) a combination  thereof,  in
each  case  sufficient, after payment of all federal,  state  and
local  taxes  or other charges or assessments in respect  thereof
payable by the Trustee, in the opinion of a nationally recognized
firm  of  independent public accountants expressed in  a  written
certification  thereof  delivered to  the  Trustee,  to  pay  and
discharge,  and which shall be applied by the Trustee  (or  other
qualifying  trustee) to pay and discharge, (i) the  principal  of
(and  premium, if any, on) and each installment of  principal  of
(and  premium, if any) and interest on the Outstanding Securities
of  such  series  on  the Stated Maturity of  such  principal  or
installment  of  principal or interest  and  (ii)  any  mandatory
sinking  fund  payments or analogous payments applicable  to  the
Outstanding  Securities of such series on the day on  which  such
payments are due and payable in accordance with the terms of this
Indenture and of such Securities.

     (2)   No  Default  or Event of Default with respect  to  the
Securities  of such series shall have occurred and be  continuing
on  the  date of such deposit or shall occur as a result of  such
deposit, and no Default or Event of Default under clause  (5)  or
(6)  of Section 501 hereof shall occur and be continuing, at  any
time  during the period ending on the 31st day after the date  of
such  deposit (it being understood that this condition shall  not
be deemed satisfied until the expiration of such period).

     (3)   Such deposit, Defeasance or Covenant Defeasance  shall
not  result in a breach or violation of, or constitute a  default
under, any other agreement or instrument to which the Company  is
a party or by which it is bound.

     (4)   Such Defeasance or Covenant Defeasance shall not cause
any  Securities  of  such  series then  listed  on  any  national
securities  exchange  registered under the  Exchange  Act  to  be
delisted.

     (5)   In  the  case of an election with respect  to  Section
1302, the Company shall have delivered to the Trustee either  (A)
a  ruling  directed  to the Trustee received  from  the  Internal
Revenue Service to the effect that the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss
for  federal  income tax purposes as a result of such  Defeasance
and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case
if such Defeasance had not occurred or (B) an Opinion of Counsel,
based  on  such  ruling or on a change in the applicable  federal
income  tax law since the date of this Indenture, in either  case
to  the effect that, and based thereon such opinion shall confirm
that,  the  Holders of the Outstanding Securities of such  series
will  not  recognize income, gain or loss for federal income  tax
purposes  as a result of such Defeasance and will be  subject  to
federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Defeasance had
not occurred.

     (6)   In  the  case of an election with respect  to  Section
1303,  the Company shall have delivered to the Trustee an Opinion
of  Counsel or a ruling directed to the Trustee received from the
Internal  Revenue Service to the effect that the Holders  of  the
Outstanding Securities of such series will not recognize  income,
gain  or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax  on
the  same  amounts, in the same manner and at the same  times  as
would  have  been  the case if such Covenant Defeasance  had  not
occurred.

     (7)   Such  Defeasance  or  Covenant  Defeasance  shall   be
effected  in compliance with any additional terms, conditions  or
limitations  which  may be imposed on the Company  in  connection
therewith pursuant to Section 301.

     (8)   The  Company shall have delivered to  the  Trustee  an
Officer's  Certificate  and an Opinion of Counsel,  each  stating
that all conditions precedent provided for relating to either the
Defeasance  under  Section 1302 or the Covenant Defeasance  under
Section 1303 (as the case may be) have been complied with.

     SECTION   135.        Deposited Money and Government
Obligations To Be Held In Trust.

     Subject  to the provisions of the last paragraph of  Section
1009,  all  money  and  Government  Obligations  (including   the
proceeds thereof) deposited with the Trustee (or other qualifying
trustee--collectively  for purposes of  this  Section  1305,  the
"Trustee") pursuant to Section 1304 in respect of the Outstanding
Securities  of  a particular series shall be held  in  trust  and
applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own
Paying  Agent)  as the Trustee may determine, to the  Holders  of
such  Securities  of all sums due and to become  due  thereon  in
respect of principal (and premium, if any) and interest, but such
money  need  not  be segregated from other funds  except  to  the
extent required by law.

     The  Company shall pay and indemnify the Trustee against any
tax,  fee  or  other  charge imposed on or assessed  against  the
Government Obligations deposited pursuant to Section 1304 or  the
principal  and interest received in respect thereof,  other  than
any such tax, fee or other charge which by law is for the account
of the Holders of the Outstanding Securities of such series.

     Anything  in  this  Article to the contrary notwithstanding,
the Trustee shall deliver to pay to the Company from time to time
upon Company Request any money or Government Obligations held  by
it  as  provided  ln  Section 1304 which, in  the  opinion  of  a
nationally  recognized  firm  of independent  public  accountants
expressed  in  a written certification thereof delivered  to  the
Trustee, are in excess of the amount thereof which would then  be
required to be deposited for the purpose for which such money  or
Government Obligations were deposited.

                           ARTICLE 14

                         MISCELLANEOUS

     SECTION 141.        Miscellaneous.

     This   instrument  may  be  executed  in   any   number   of
counterparts, each of which so executed shall be deemed to be  an
original, but all such counterparts shall together constitute but
one and the same instrument.
     
     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Indenture  to  be  duly executed, and their respective  corporate
seals to be hereunto affixed and attested, all as of the day  and
year first above written.

                              INGERSOLL-RAND COMPANY

                              By  ___________________________
                              Name:
                              Title:

                              By: ___________________________
                              Name:
                              Title:
Attest:


                         
Name:
Title:

                              THE BANK OF NEW YORK, as Trustee

                              By  __________________________
                              Name:
                              Title:
Attest:

_________________________
Name:
Title: