EXHIBIT 2.3(C)

                              AMENDMENT TO
                 AGREEMENT AND PLAN OF REORGANIZATION, 
                    REGISTRATION RIGHTS AGREEMENT,
                        AND ESCROW AGREEMENT
     
     THIS AMENDMENT is made this April 4, 1997, but effective as of June 28,
1996, by and among NATIONAL ACTION FINANCIAL SERVICES, INC., a Georgia
corporation, for itself and as successor to SC ACQUISITION CORP., a Nebraska
corporation, ("NAFS"), SITEL CORPORATION, a Minnesota corporation ("SITEL"),
MICHAEL W. FLETCHER individually and also in his capacity as Stockholders'
Representative ("Stockholders Representative"), and (with respect to the Escrow
Agreement only) FIRST BANK, N.A., as Escrow Agent.

     This Amendment amends the Agreement and Plan of Reorganization dated June
6, 1996, as amended (the "Merger Agreement"), the Registration Rights Agreement
dated June 28, 1996 (the "Registration Rights Agreement"), and the Escrow
Agreement dated July 3, 1996 (the "Escrow Agreement") by and among the above
parties.  The Merger Agreement, Registration Rights Agreement, and Escrow
Agreement are referred to collectively as the "Agreements".

     WE AGREE AS FOLLOWS:

                            MERGER AGREEMENT
                            ________________

      1.   The following definition of "Audit Completion Date" is added in
alphabetical order to Article I of the Merger Agreement:
 
         "Audit Completion Date" means the date of issuance of the first report
     of independent auditors on the financial statements of the combined
     enterprise of SITEL and NAFS following the Closing Date.

     2.   The definition of "Escrow Period" in Article I of the Merger
Agreement is amended to state in its entirety as follows:
 
         "Escrow Period" means the period beginning on the Closing Date
     and ending on the earlier of the Audit Completion Date or the one
     year anniversary of the Closing Date.

       3.   The definition of "Survival Period" in Article I of the Merger
Agreement is amended to state in its entirety as follows:

          "Survival Period" means the period beginning on the Closing Date and
     ending on the earlier of the Audit Completion Date or the one year
     anniversary of the Closing Date.
<PAGE>
  
     4.   Section 4.6 of the Merger Agreement is amended to state in its
entirety as follows:

          4.6  Escrow Agreement.  At the Closing, SITEL, Stockholders'
     Representative, and an escrow agent to be mutually agreed upon by the
     parties prior to Closing (the "Escrow Agent") shall execute and deliver an
     Escrow Agreement in mutually satisfactory form (the "Escrow Agreement").
     Pursuant to the Escrow Agreement, at the Closing SITEL shall deliver the
     Indemnity Escrow Shares to the Escrow Agent.  The Indemnity Escrow Shares
     shall secure the NAFS Stockholders' indemnification obligations to SITEL
     and its affiliates for the NAFS Stockholders' representations, warranties
     and covenants under or pursuant to this Agreement for the Escrow
     Period.  As will be provided in the Escrow Agreement, during the Escrow
     Period, the NAFS Stockholders shall be entitled to vote the Indemnity
     Escrow Shares and to receive any dividends paid on the Indemnity Escrow
     Shares.  As will be provided in the Escrow Agreement, to the extent
     Indemnity Escrow Shares are applied to indemnification obligations of the
     NAFS Shareholders, any dividends paid to NAFS Shareholders in respect of
     the applied Indemnity Escrow Shares shall be returned to SITEL promptly
     following application of the Indemnity Escrow Shares.  As will be provided
     in the Escrow Agreement, to the extent not applied to any indemnification
     obligations of the NAFS Stockholders during the Escrow Period, the
     Indemnity Escrow Shares shall be immediately released to the NAFS
     Stockholders following the Escrow Period.
 
    5.   Section 6.8 of the Merger Agreement is amended to state in its
entirety as follows:
 
         6.8  Accounts Receivable. The accounts receivable of NAFS arising from
     the Business as set forth on the Interim Balance Sheet or arising since the
     date thereof are valid and genuine; have arisen solely out of bona fide
     sales and deliveries of goods, performance of services and other business
     transactions in the ordinary course of business consistent with past
     practice; and are not subject to valid defenses, set-offs or counterclaims.
     The allowance for collection losses on the Interim Balance Sheet has been
     determined in accordance with GAAP consistent with past practice.
<PAGE>
     6.   Section 10.3 of the Merger Agreement is amended to state in its
entirety as follows:
 
         10.3 Method of Asserting Claims; Limitations on Indemnification.
              ___________________________________________________________  

        10.3.1 Claim Notice.
               _____________

          (a)  In the event that (1) any SITEL Claim is asserted against or
     sought to be collected from an Indemnified SITEL Party by a third party, or
     (2) an Indemnified SITEL Party has a SITEL Claim against NAFS Stockholders
     which does not involve a claim or demand being asserted against or sought
     to be collected from it by a third party, the Indemnified SITEL Party shall
     promptly notify the Stockholders' Representative of such SITEL Claim,
     specifying the nature of such SITEL Claim and the amount or the estimated
     amount thereof to the extent then feasible (which estimate shall not be
     conclusive of the final amount of such SITEL Claim) (the "Claim Notice").
     The Stockholders' Representative shall have thirty (30) days from the
     personal delivery or mailing of the Claim Notice (the "Notice Period") to
     notify the Indemnified SITEL Party, (i) whether or not they dispute their
     liability to the Indemnified SITEL Party hereunder with respect to such
     SITEL Claim and (ii) in the case of a SITEL Claim involving a third party,
     notwithstanding any such dispute, whether or not they desire, at their sole
     cost and expense, to defend the Indemnified SITEL Party against such SITEL
     Claim.

          (b)(1) A Claim Notice for a SITEL Claim must be given to NAFS and
     Stockholders' Representative within the Survival Period.  The NAFS
     Stockholders shall not have any indemnification obligations under this
     Article X with respect to SITEL Claims for which a Claim Notice is not
     given to them within the Survival Period.

          (c)  The NAFS Stockholders shall be obligated to indemnify the SITEL
     Indemnified Parties with respect to SITEL Claims only to the extent of the
     excess of such SITEL Claims (which either have been paid to third parties
     or, if the claim originates with SITEL or NAFS, then which have been
     presented and for which the NAFS Stockholders would have liability in
     accordance with this Section 10.3 (without regard to this Section 10.3
     (c) over $200,000 in the aggregate; provided, however, that this claims 
     "basket" shall not apply to the NAFS Stockholders' obligation to indemnify 
     the SITEL Indemnified Parties with respect to any misrepresentation in or 
     omission from the certificate with respect to the Net Book Value.

          (d) The NAFS Stockholders' obligations for indemnification under this
     Article X, and obligations underlying the other rights and remedies
     referred to in Section 10.7, shall not exceed an amount equal to thirty
     percent (30%) of the SITEL Common Shares comprising the Adjusted Merger
     Consideration or, to the extent that the NAFS Stockholders no longer hold
     such shares at the time of indemnification, the cash equivalent of such
     shares based upon the Exchange Price (the "Aggregate Indemnification
     Limit").  An individual NAFS Stockholder's obligations for indemnification
     under this Article X shall not exceed such NAFS Stockholder's pro rata
     share of the Aggregate Indemnification Limit, based upon such NAFS
     Stockholder's percentage share of the NAFS Common Shares outstanding (on an
     as converted and fully diluted basis) immediately prior to the Effective
     Time.
  
<PAGE>
        (e)  The amount of any SITEL Claim shall be reduced by the Federal and
     state income tax benefits (computed using the then maximum marginal
     corporate income tax rates) realized by the SITEL Indemnified Parties with
     respect to such SITEL Claim.  At the time the SITEL Indemnified Parties
     give the Stockholders' Representative a Claim Notice, the SITEL Indemnified
     Parties shall make a good faith estimate of any Federal and state income
     tax benefits that will result from the Claim, and such Claim Notice shall
     set forth in reasonable detail the computation of such estimated tax
     benefits.  If such estimated tax benefits and the SITEL Indemnified 
     Parties' actual tax benefits with respect to a Claim differ, prompt 
     adjustment shall be made for the amount of the difference at the time the 
     actual tax benefit is determined; provided that no adjustment shall be 
     made with respect to any difference which cannot reasonably be determined 
     until after the Survival Period.

          (f)  Notwithstanding anything to the contrary in this Agreement, the
     NAFS Stockholders's representations, warranties and covenants do not extend
     to and NAFS Stockholders shall not be obligated to indemnify the
     Indemnified SITEL Parties with respect to any damages, losses,
     deficiencies, liabilities, costs and expenses associated with the
     termination of any NAFS state collection agency licenses at or following
     the Closing solely because of the Merger.

          (g)  The amount of a SITEL Claim shall not bear interest except after
     it has been reduced to a judgment, settlement or arbitration award and then
     it shall bear interest at the judgment rate provided by Nebraska law.

          (h)  [Deleted]
<PAGE>
      7.   Section 10.5 of the Merger Agreement is amended to state in its
entirety as follows:
      
           10.5 Application or Release of Indemnity Escrow Shares.
                ___________________________________________________


           10.5.1  Application to Pay Indemnity Claims.  During the Escrow
                   ________________________________________________________

     Period, the Escrow Agent shall deliver the Indemnity Escrow Shares from
     time to time upon receipt of any of the following:
   
                  (a)  A joint statement signed by SITEL and Stockholders' 
          Representative stating that an indemnity claim of an Indemnified 
          SITEL Party shall be paid out of the Indemnity Escrow Shares, 
          indicating the amount of the indemnity claim, the number of 
          Indemnity Escrow Shares to be applied to pay such indemnity claim and 
          the person or persons to whom such Indemnity Escrow Shares are to be 
          delivered; or

                  (b)  An award rendered by an arbitrator, pursuant to an 
          arbitration conducted in accordance with Section  1.4.3 of the Escrow 
          Agreement, directing that an indemnity claim of an Indemnified SITEL 
          Party shall be paid out of the Indemnity Escrow Shares, indicating the
          amount of the indemnity claim, the number of Indemnity Escrow Shares 
          to be applied to pay such indemnity claim and the person or persons to
          whom such Indemnity Escrow Shares are to be delivered; or

                  (c)  An order of a court of competent jurisdiction, which 
          has not been appealed within the applicable time period or is 
          non-appealable, directing that an indemnity claim of an
          Indemnified SITEL Party shall be paid out of the Indemnity Escrow
          Shares, indicating the amount of the indemnity claim, the number of
          Indemnity Escrow Shares to be applied to pay such indemnity claim and
          the person or persons to whom such Indemnity Escrow Shares are to be
          delivered.
     
     For purposes of this Section 10.5, unless otherwise agreed by the
     Indemnified SITEL Parties and Stockholders' Representative, each Indemnity
     Escrow Share shall have a deemed value of $27.375 (the price at which such
     shares were valued for purposes of the Merger) and the indemnity claims
     shall be paid pro rata out of the NAFS Stockholders' respective SITEL
     Common Shares included within the Indemnity Escrow Shares. Delivery of
     shares in respect of indemnity claims shall be effected by the Escrow Agent
     delivering the certificates evidencing the Indemnity Escrow Shares to the
     transfer agent for the Company together with the related stock powers (duly
     completed by the Escrow Agent as to the pro rata number of shares being
     delivered out of each certificate) with instructions to deliver the
     appropriate number of shares from the certificates to the Company and the
     balance to be reissued in the names of the NAFS Stockholders named on the
     certificates and redelivered to the Escrow Agent.
     
          10.5.2 Release Immediately Following the Escrow Period.  To the extent
     not previously delivered pursuant to Section 10.5.1, the Indemnity Escrow
     Shares shall be delivered immediately following the expiration of the
     Escrow Period.  The Indemnified SITEL Parties shall receive therefrom, to
     the extent not previously paid by Stockholders' Representative or NAFS
     Stockholders, disbursed from the Indemnity Escrow Shares, or designated for
     disbursement from the Indemnity Escrow Shares, the number of Indemnity
     Escrow Shares necessary to satisfy the aggregate sum of all indemnity
     claims resolved in favor of the Indemnified SITEL Parties reduced by the
     aggregate sum of all indemnity claims resolved in favor of the Indemnified
     NAFS Parties.  The balance of the Indemnity Escrow Shares shall be
     distributed to the NAFS Stockholders pro rata, in accordance with their
     percentage ownership of the NAFS Common Shares (on an as converted and
     fully diluted basis) outstanding immediately prior to the Effective Time.
     <PAGE>

     10.5.3 Non-Limitation of Liability.  Nothing in this Section 10.5 or
     in the Escrow Agreement shall be construed to limit the liability of the
     NAFS Stockholders under Section 10.1, or under any other provisions of this
     Agreement, to the amount of the Indemnity Escrow Shares.

     8.   Section 10.6 Right of Setoff of the Merger Agreement is deleted.

                                 ESCROW AGREEMENT
                                 _________________

     9.   Section 1.1 of the Escrow Agreement is amended to state in its
entirety as follows:

          1.1  Deposit of Indemnity Escrow Shares.  Pursuant to Section 4.6 of
     the Merger Agreement, SITEL has delivered to Escrow Agent at Closing the
     Indemnity Escrow Shares, consisting of Sixty-Eight Thousand Five Hundred
     Sixty-Two (68,562) SITEL Common Shares.  The Indemnity Escrow Shares are
     evidenced by certificates issued in the names of the NAFS Stockholders pro
     rata in accordance with their percentage ownership of the NAFS Common
     Shares outstanding (on an as converted and fully diluted basis) immediately
     prior to the Effective Time and include accompanying executed stock powers
     with signatures appropriately guaranteed and any required transfer tax
     stamps.  Escrow Agent shall place the Indemnity Escrow Shares in a
     segregated account (the "Escrow Account").  Escrow Agent hereby
     acknowledges receipt of the Indemnity Escrow Shares.  Any shares of SITEL
     Common Stock that are hereafter issued in respect of the Indemnity Shares
     by reason of any reclassification, stock split, subdivision or combination
     of shares, recapitalization, merger or similar capital events shall be
     considered part of the Indemnity Escrow Shares for all purposes and shall
     be promptly delivered to the Escrow Agent to be held in the Escrow Account.

      10.  Section 1.4.2 of the Escrow Agreement is amended to state in its
entirety as follows:

          1.4  Application or Release of Indemnity Escrow Shares.  The
        Escrow Agent shall deliver shares from the Indemnity Escrow Shares from
        time to time pursuant to Sections 1.4.1 (Applications to Pay Indemnity 
        Claims) and 1.4.2 (Release Following Escrow Period).

         1.4.1  Application to Pay Indemnity Claims.  The Escrow Agent shall 
         deliver shares from the Indemnity Escrow Shares during the Escrow 
         Period in payment of indemnity claims within five (5) business days 
         after receipt of any of the following:
       
               (a)  A joint statement signed by SITEL and Stockholders' 
          Representative stating that an indemnity claim of an
          Indemnified SITEL Party shall be paid out of the Indemnity Escrow
          Shares, indicating the amount of the indemnity claim, the number of
          Indemnity Escrow Shares to be applied to pay such indemnity claim and
          the person or persons to whom such Indemnity Escrow Shares are to be
          delivered; or
<PAGE>       
                (b)  An award rendered by an arbitrator, pursuant to an 
          arbitration conducted in accordance with Section 1.4.3 of this 
          Escrow Agreement, directing that an indemnity claim of an
          Indemnified SITEL Party shall be paid out of the Indemnity Escrow
          Shares, indicating the amount of the indemnity claim, the number of
          Indemnity Escrow Shares to be applied to pay such indemnity claim and
          the person or persons to whom such Indemnity Escrow Shares are to be
          delivered; or
       
                (c)  An order of a court of competent jurisdiction, which has
          not been appealed within the applicable time period or is 
          non-appealable, directing that an indemnity claim of an
          Indemnified SITEL Party shall be paid out of the Indemnity Escrow
          Shares, indicating the amount of the indemnity claim, the number of
          Indemnity Escrow Shares to be applied to pay such indemnity claim and
          the person or persons to whom such Indemnity Escrow Shares are to be
          delivered.

For purposes of payment of indemnity claims out of the Indemnity Escrow
Shares, unless otherwise agreed by the Indemnified SITEL Parties and
Stockholders' Representative, each Indemnity Escrow Share shall have a
deemed value of $27.375 (the price at which such shares were valued for
purposes of the Merger) and the indemnity claims shall be paid pro rata out
of the NAFS Stockholders' respective SITEL Common Shares included within
the Indemnity Escrow Shares. Delivery of shares in respect of indemnity
claims shall be effected by the Escrow Agent delivering the certificates 
evidencing the Indemnity Escrow Shares to the transfer agent for the Company 
together with the related stock powers (duly completed by the Escrow Agent as
to the pro rata number of shares being delivered out of each certificate) with
instructions to deliver the appropriate number of shares from the certificates
to the Company and the balance to be reissued in the names of the NAFS 
Stockholders named on the certificates and redelivered to the Escrow Agent. 

     1.4.2  Release Following Escrow Period.  To the extent not previously
distributed pursuant to Section 1.4.1, the Indemnity Escrow Shares shall be
delivered on the first business day immediately following the Escrow Period.
The Indemnified SITEL Parties shall receive therefrom, to the extent not
previously paid by Stockholders' Representative or NAFS Stockholders or
disbursed from the Indemnity Escrow Shares, the number of Indemnity Escrow
Shares necessary to satisfy the aggregate sum of all indemnity claims resolved,
in one of the manners contemplated in Section 1.4.1, in favor of the Indemnified
SITEL Parties, reduced by the aggregate sum of all indemnity claims resolved, in
one of the manners contemplated in Section 1.4.1, in favor of the Indemnified
NAFS Parties.  The balance of the Indemnity Escrow Shares shall be distributed
to the Stockholders' Representative for further distribution to the NAFS
Stockholders pro rata, in accordance with their percentage ownership of the NAFS
Common Shares (on an as converted and fully diluted basis) outstanding
immediately prior to the Effective Time.

<PAGE>
    1.4.3  Resolution of Dispute.

          (a)  Good Faith Efforts.  Because pooling of interests requirements
     require the distribution of the Indemnity Escrow Shares immediately 
     following the Escrow Period, it is necessary that SITEL and 
     Stockholders' Representative endeavor to reach agreement with respect
     to indemnity claims as soon as practicable after such indemnity claims
     arise.  In furtherance thereof, SITEL and Stockholders' Representative
     agree that they shall negotiate in good faith and use all reasonable
     efforts to agree upon the rights of the respective parties with respect to
     such indemnity claims.  If SITEL and Stockholders' Representative so agree,
     a certificate setting forth such agreement shall be furnished to the Escrow
     Agent as provided in Section 1.4.1(a).
      
          (b)  Submission to Arbitration.  If, after 30 days following receipt
     by Stockholders' Representative of any indemnity claim in accordance 
     with Section 10.3 of the Merger Agreement, SITEL and Stockholders' 
     Representative have not reached final agreement upon such indemnity 
     claim, as evidenced by their signing and delivering to Escrow Agent a 
     joint certificate in accordance with Section 1.4.1(a) setting forth
     such agreement or mutually agreeing that the indemnity claim should not
     proceed further, then such dispute shall be settled by arbitration in
     Omaha, Nebraska, before a single arbitrator pursuant to the rules of the
     American Arbitration Association. Arbitration may be commenced at any time
     by any party hereto giving written notice to each other party to a dispute
     that such dispute has been referred to arbitration under this Section
     1.4.3.  With respect to all matters referred to arbitration under this
     Section 1.4.3, SITEL and Stockholders' Representative shall use all
     reasonable efforts to obtain expeditious arbitration with the objective of
     resolving the dispute promptly and in all events prior to the expiration of
     the Escrow Period.  The arbitrator shall be selected by the joint agreement
     of SITEL and the Stockholders' Representative, but if they do not so agree
     within twenty (20) days after the date of the notice referred to above, the
     selection shall be made pursuant to the rules of the Association from the 
     panel of arbitrators maintained by such Association.  Any award rendered by
     the arbitrator shall be conclusive and binding upon the parties
     hereto; provided, however, that any such award shall be accompanied by
     a written opinion of the arbitrator giving the reasons for the award.
     This provision for arbitration shall be specifically enforceable by
     the parties and the decision of the arbitrator in accordance herewith
     shall be final and binding and there shall be no right of appeal
     therefrom.  Each party shall pay its own expenses of arbitration and
     the expenses of the arbitrator shall be equally shared; provided,
     however, that if in the opinion of the arbitrator any claim for
     indemnification or any defense or objection thereto was unreasonable,
     the arbitrator may assess, as part of his award, all or any part of
     the arbitration expenses of the other party (including reasonable
     attorneys' fees) and of the arbitrator against the party raising such
     unreasonable claim, defense or objection.
<PAGE>     
     11.  Article II of the Escrow Agreement is amended to state in its entirety
as follows:

ARTICLE II - DIVIDENDS, VOTING AND RIGHTS OF OWNERSHIP

          Any cash dividends, dividends payable in property or other
     distributions of any kind made in respect of the Indemnity Escrow Shares
     shall be distributed currently by SITEL directly to the NAFS Stockholders
     (or the duly registered successor holders of such Indemnity Escrow Shares)
     pro rata, in accordance with their percentage ownership of the NAFS Common
     Shares (on an as converted and fully diluted basis) outstanding immediately
     prior to the Effective Time.  Each NAFS Stockholder (or the duly registered
     successor holders of such Indemnity Escrow Shares) shall have the right to
     vote his or her pro rata share of the Indemnity Escrow Shares during such
     time as the Indemnity Escrow Shares are held by the Escrow Agent.  To the
     extent Indemnity Escrow Shares are applied to indemnification obligations
     of the NAFS Shareholders, any dividends paid to NAFS Shareholders in
     respect of the applied Indemnity Escrow Shares shall be returned to SITEL
     promptly following application of the Indemnity Escrow Shares.

                            REGISTRATION RIGHTS AGREEMENT
                            _____________________________

     12.  Section 10 of the Registration Rights Agreement is amended to state in
its entirety as follows:

           Section 10.  Lock-Up Agreement.  Each Holder of Registrable
     Securities has voluntarily and irrevocably offered that, in
     connection with any firmly underwritten public offering of SITEL's common
     stock, such Holder shall not sell, make any short sale of, loan, grant any
     option for the purchase of, or otherwise dispose of any Registrable
     Securities (other than those included in such firmly underwritten public
     offering) without the prior written consent of SITEL or the underwriters
     managing such underwritten offering, as the case may be, for such period of
     time (not to exceed 90 days) from the effective date of such registration
     as may be requested by such managing underwriters and SITEL has accepted
     such offer in entering into this Agreement; provided, however, that the 
     above lockup agreement shall not apply unless all executive officers,
     directors and holders of more than 10% of the SITEL's outstanding
     Common Stock enter into similar agreements.  In order to enforce the
     foregoing covenant, SITEL may impose stop-transfer instructions with
     respect to the Registrable Securities until the end of such lock-up period.
                   
                                    GENERAL
                                    _______

     13.  Full Force and Effect.  Except as modified hereby, the parties confirm
that each Agreement remains in full force and effect according to its terms
immediately prior to this Amendment.  This Amendment shall be governed by
Nebraska law, without regard to its conflicts of laws principles.
                    
                           [Signature page follows] 
<PAGE>
                              SIGNATURE PAGE TO 
                                AMENDMENT TO
                    AGREEMENT AND PLAN OF REORGANIZATION,
                        REGISTRATION RIGHTS AGREEMENT,
                            AND ESCROW AGREEMENT
          
        IN WITNESS WHEREOF, the parties have executed this Amendment.
        
                              NATIONAL ACTION FINANCIAL SERVICES, INC.

                              By: /S/ Michael W. Fletcher
                                 Michael W. Fletcher 
                                 Chief Executive Officer

                              SITEL CORPORATION
 
                             By: /S/ Barry S. Major 
                                  Barry S. Major
                                 Chief Financial Officer

                              Stockholders' Representative

                              /S/ Michael W. Fletcher
                              Michael W. Fletcher,
                              individually and in his capacity as a
                              Stockholders' Representative pursuant to a
                              Stockholders' Representative Agreement dated as of
                              June 6, 1996, by and among Michael W. Fletcher and
                              the NAFS Stockholders signatory thereto
   
<PAGE>
                               SIGNATURE PAGE TO
                                  AMENDMENT TO
                      AGREEMENT AND PLAN OF REORGANIZATION, 
                          REGISTRATION RIGHTS AGREEMENT,
                              AND ESCROW AGREEMENT
                                 (continued)

     The undersigned becomes signatory to this Amendment solely in order to
indicate its acknowledgment and acceptance of the Amendments to the Escrow
Agreement set forth in paragraphs 9, 10 and 11.

                            FIRST BANK NATIONAL ASSOCIATION
                            (Escrow Agent)

                            By:  /S/ Kathi Sites
                            Title:  Trust Officer
                            Date:   4/21/97
  
                            By:  /S/ Michael R. O'Malley 
                            Title:  Vice President
                            Date:   4/21/97