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SEVERANCE AND CHANGE IN CONTROL AGREEMENT

Exhibit 10-6(d)

MEMORANDUM



Date:           August 13, 1997

To:             Gary Niles

From:           William G. Catron

Re:             Severance/Change in Control Agreement



Attached hereto is a revised page 7 to the above-referenced agreement 
that was entered into between you and the Company, dated as of 
January 1, 1997. 

In paragraph 4(b)(ii), in subparts (x) and (z)  we have changed the 
word reading "paid" to read "awarded" in connection with the bonus 
determination in the event of a payout after a CIC.  

This change was necessitated due to the implementation of the 
Deferred Compensation Plan.  The change will allow for any bonus 
dollars that are deferred to be included in the bonus calculations.  

If anyone has any questions, please see me.  Otherwise, please sign 
the duplicate originals of this memo in the place provided below and 
initial the attached page, and return one set to me and keep the 
other for your personal file.




Attachments


ACCEPTED AND AGREED TO THIS      13     DAY OF AUGUST, 1997:


          /s/ Gary Niles    _____________


(a)     Not later than the 5th day after the Date of 
Termination, the Employee's Base Salary through the Date of 
Termination, the amount of any accrued but unused FTO or vacation 
time to which the employee is entitled through the Date of 
Termination, and any amounts to be paid to the Employee pursuant to 
any deferred compensation plan; and

(b)     If the Date of Termination is within twelve (12) 
months following a Change in Control, the Employee shall also receive 
the following:

(i)     no later than ten (10) days after such Date 
of Termination, a lump sum payment (minus withholdings and other 
required deductions) of an amount equal to three (3) times the 
Employee's Base Salary, plus thirty-six (36) times the amount to 
which the Employee was then entitled immediately prior to the Change 
in Control for the monthly automobile allowance; and

(ii)    no later than ten (10) days after such Date 
of Termination, an additional lump sum payment (minus withholdings 
and other required deductions) of an amount equal to three (3) times 
the greater of (x) the bonus, if any, that was actually awarded to 
the Employee for the year's results for the Company's fiscal year 
immediately preceding the year in which the Date of Termination 
occurs, (y) the percentage of maximum bonus otherwise payable for the 
full fiscal year in which the Date of Termination occurs assuming 
performance relative to plan for the entirety of such fiscal year was 
the same as performance relative to plan year to date as of the Date 
of Termination, or (z) the average bonus actually awarded to the 
Employee for the five fiscal years immediately preceding the year in 
which the Date of Termination occurs (for the purpose of this Section 
4 (b) (ii), "bonus" shall include regular annual bonus payments, 
annual PlC bonus payments, annual super performance bonus payments 
and any other designated annual (as opposed to long-term) bonus 
payments); and

(iii)  commencing upon the Date of Termination:

(1)     All Other Benefits that were in effect 
and in which the Employee participated immediately prior to the 
Change in Control, for the period of the earlier to occur of


                                                Initials   /s/ 
                                                   GJN



MEMORANDUM



Date:           December 15, 1997

To:             Gary Niles

From:           Bill Catron

Re:             Severance/Change in Control Agreement



Attached hereto is a revised page 6 to the above-referenced agreement 
that was entered into between you and the Company, dated as of 
November 6, 1997.

We have changed paragraph 4(b)(ii) in its entirety to read as it 
appears on the attached.

This change was required to correct an ambiguity/confusion in the 
prior language.

If anyone has any questions, please see me.  Otherwise please sign 
the duplicate originals of this memo in the place provided below and 
initial the attached page, and return one set to me and keep the 
other for your personal file.



WGC:vy
Attachments


ACCEPTED AND AGREED TO THIS      16      DAY OF DECEMBER, 1997:



              /s/ Gary Niles___________



                (a)     Not later than the 5th day after the Date of 
Termination, the Employee's Base Salary through the Date of 
Termination, the amount of any accrued but unused FTO or vacation 
time to which the employee is entitled through the Date of 
Termination, and any amounts to be paid to the Employee pursuant to 
any deferred compensation plan; and 

                (b)     If the Date of Termination is within twelve (12) 
months following a Change in Control, the Employee shall also receive 
the following:

                        (i)     no later than ten (10) days after such Date 
of Termination, a lump sum payment (minus withholdings and other 
required deductions) of an amount equal to three (3) times the 
Employee's Base Salary, plus thirty-six (36) times the amount to 
which the Employee was then entitled immediately prior to the Change 
in Control for the monthly automobile allowance; and

                (ii)    no later than ten (10) days after such Date of 
Termination, an additional lump sum payment (minus withholdings and 
other required deductions) of an amount equal to three (3) times the 
greater of (x) the percentage of maximum bonus otherwise payable for 
the full fiscal year in which the Date of Termination occurs assuming 
performance relative to plan for the entirety of such fiscal year was 
the same as performance relative to plan year to date as of the Date 
of Termination, or (y) the largest bonus dollar amount actually 
awarded to the Employee for any one of the five fiscal years 
immediately preceding the year in which the Date of Termination 
occurs (for the purpose of this Section 4(b)(ii), "bonus" shall 
include regular annual bonus awards, any annual PIC bonus awards, any 
annual super performance bonus awards, and any other designated 
annual (as opposed to long-term) bonus awards); and

                        (iii)  commencing upon the Date of Termination: 

                                (1)     All Other Benefits that were in effect 
and in which the Employee participated immediately prior to the 
Change in Control, for the period of the earlier to occur of




/s/ GJN
Initials