POTLATCH CORPORATION

            OFFICERS CERTIFICATE

	We, GEORGE E. PFAUTSCH, Senior Vice President,
Finance, and SANDRA T. POWELL, Treasurer, of Potlatch
Corporation, a Delaware corporation (the "Company"), do
hereby certify in accordance with Section 301 of the
Indenture, dated as of November 27, 1990 (the "Indenture"),
between the Company and Bankers Trust Company of California,
National Association, as trustee (the "Trustee"), that,
pursuant to resolutions adopted by the Finance Committee of
the Board of Directors of the Company on December 12, 1991,
the terms of a second series of debt securities of the
Company under the Indenture are as follows:

     	1. The title of the series of securities
   shall be "Medium-Term Notes Due from 9 Months to
   30 Years from Date of Issue" (the "Notes");

     	2. The limit on the aggregate principal
   amount of the Notes which may be authenticated And
   delivered under the Indenture shall be U.S.
   $100,000,000 (except for Notes authenticated and
   delivered upon registration of, transfer of, or in
   exchange of, or in lieu of, other Notes pursuant
   to Sections 304, 305, 306, 906, 1107 and 1305 of
   the Indenture);

     	3. The price of the Notes will be set forth
   in the applicable Pricing Supplement in the form
   attached hereto as Exhibit A (the "Pricing
   Supplement") and the date on which the principal
   (and premium, if any) of each of the Notes is
   payable shall be any Business Day (as defined in
   the Indenture) from nine months to thirty years
   from its date of issue, as selected by the initial
   purchaser of the Notes and agreed to and estab-
   lished on behalf of the Company by any of the
   Chairman of the Board and Chief Executive Officer,
   the President, the Senior Vice President, Finance,
   or the Treasurer (the "Authorized Officers"), from
   time to time, as evidenced by the settlement
   instructions in the form attached hereto as
   Exhibit B which shall be provided to the Trustee
   in connection with a request to authenticate such
   securities pursuant to a Company Order, as such
   term is defined in the Indenture (the Settlement
   Instructions and the Company Order being herein
   referred to collectively as "Settlement
   Instructions");

                              -1-

                                                 Exhibit (4)(a)(ii)

<PAGE>
     	4. The interest on the Notes shall be
   payable only at a fixed coupon rate, such rate to
   be selected by the initial purchasers of the Notes
   and agreed to and established on behalf of the
   Corporation by an Authorized Officer, from time to 
   time, as evidenced by the Settlement Instructions;
   provided, however, that the interest rate shall 
   not exceed a fixed coupon rate of eight and one-
   quarter percent per annum for Notes issued with
   maturities of up to ten years and shall not exceed  
   a fixed coupon rate of nine and one-quarter
   percent per annum for Notes issued with maturities 
   of ten years or longer. The Interest Payment 
   Dates and the Regular Record Dates for the 
   interest payable on any Interest Payment Date 
   shall be set forth in the Prospectus Supplement 
   relating to the Notes dated December 12, 1991 (the
   "Prospectus Supplement");

     	5. The principal of (and premium, if any) 
   and interest on the Notes shall be payable, Notes
   may be surrendered for registration of transfer, 
   Notes may be surrendered for exchange, and notices
   and demands to or upon the Company in respect of
   the Notes and the Indenture may be served, at the
   office or agency of the Company which will
   initially be the office of the agent of the
   Trustee at Bankers Trust Company, 4 Albany Street,
   New York, New York 10015, or at such other places 
   as the Company may designate;

     	6. The obligation, if any, of the Company to
   redeem or purchase the Notes pursuant to any
   sinking fund or analogous provisions and the
   period or periods within which, the price or
   prices at which and the terms and conditions upon 
   which the Notes shall be redeemed or purchased, in 
   whole or in part, pursuant to such obligation will 
   be set forth in the Settlement Instructions;

     	7. The period or periods within which, the
   price or prices at which and the terms and
   conditions upon which the Notes may be repaid, in
   whole or in part, at the option of the Holders 
   will be set forth in the Settlement Instructions;

     	8. The right, if any, of the Company to
   execute and deliver to the Trustee, and to direct 
   the Trustee to authenticate and deliver in 
   accordance with a Company Order, a security of any 
   series in lieu of or in exchange for the Notes 
   cancelled upon redemption or repayment will be set 
   forth in the Settlement Instructions;

                              -2-

<PAGE>
      9. The Notes will be issuable only in
   denominations of U.S. $100,000 and integral
   multiples of U.S. $1,000 in excess thereof unless
   otherwise set forth in the Settlement
   Instructions;

      10. The portion of the principal amount of
   the Notes, if other than the principal amount
   thereof, which shall be payable upon declaration
   of acceleration of the Maturity thereof pursuant
   to Section 502 of the Indenture will be set forth
   in the Settlement Instructions;

      11. The Notes are to be issuable as
   Registered Securities, without coupons in
   permanent global form.  Beneficial owners of
   interests in any such permanent Global Security
   may exchange such interests for securities of such
   series and of like tenor under the circumstances
   set forth in the Prospectus Supplement;

      12. Whether and under what circumstances the
   Company will pay additional amounts on Notes held
   by a person who is not a U.S. Person, as defined
   in the Indenture, in respect of taxes or similar
   charges withheld or deducted and, whether the
   Company will have the option to redeem such Notes
   rather than pay such additional amounts will be
   set forth in the Settlement Instructions;

      13. If the amount of payments of principal
   of (and premium, if any) or interest on the Notes
   may be determined with reference to an index, the
   manner in which such amounts shall be determined
   shall be set forth in the Settlement Instructions;

      14. The Notes shall be in substantially the 
   form attached hereto as Exhibit C.

      15. The extent to which, or the manner in 
   which, any interest payable on a temporary or
   permanent Global Security on an Interest Payment
   Date will be paid will be set forth in the 
   Prospectus Supplement;

                              -3-

<PAGE>   
     	16. Any other terms, conditions and rights
   of the Notes will be set forth in the Settlement 
   Instructions.

     	IN WITNESS WHEREOF, we have hereunto signed our
   names this 12th day of December, 1991.

                                        George E. Pfautsch
                                        ----------------------
                                        George E. Pfautsch
                                        Senior Vice President,
                                        Finance


                                        Sandra T. Powell
                                        ---------------------- 
                                        Sandra T. Powell
                                        Treasurer


                              -4-

<PAGE>
                                                          Exhibit A
Pricing Supplement No.                           Filing under Rule 424(b)(3)
Dated                                         	Registration File No. 33-37910
(To Prospectus dated December 11,
1990 and Prospectus Supplement
dated December 12, 1991)

                                 $100,000,000
                             POTLATCH CORPORATION
                              Medium-Term Notes
                 Due from 9 Months to 30 Years from Date of Issue

Principal Amount:                                Floating Rate Notes:
Interest Rate (if fixed rate):	                  Interest rate basis:
Stated Maturity:	                                _ Commercial Paper Rate
Specified Currency:                              _ Prime Rate
Applicable Exchange Rate (if any):	              _ LIBOR
   U.S.$1.00 =                                   _ Treasury Rate
Issue price (as a percentage 
  of principal amount):	                         _ CD Rate
Form:                                            _ Federal Funds Rate
	Book - Entry                                    _	Other
 Certificated _	                                 Index Maturity:
Selling Agent's commission (%):                  Spread:
Purchasing Agent's discount or commission (%):   Spread Multiplier:
Net proceeds to the Company (%):                	Maximum Rate:
Settlement date (original issue date):          	Minimum Rate:
Redemption Commencement Date (if any):	          Initial Interest Rate:
		                                               Interest Reset Date(s):
                                                 Interest Determination Date(s):
		                                               Calculation Date(s):
                                                 Interest Payment Date(s):
		                                               Regular Record Date(s):

    	Redemption price (if any):
The Redemption Price shall initially be    % of the pricipal amount of such 
Notes to be redeemed and shall decline (but not below par) on each anniversary
of the date of original issuance by    % of the principal amount to be redeemed
until the Redemption Price is 100% of such principal amount.

     If such Notes are denominated in other than U.S. dollars, the applicable
Foreign Currency Supplement is attached hereto.

     Additional terms:

     As of the date of this Pricing Supplement, the aggregate initial public
offering price (or its equivalent in other currencies) of the Debt Securities
(as defined in the Prospectus) which have been sold (including the Notes to 
which this Pricing Supplement relates) is $        .

     "N/A" as used herein means "Not Applicable."  "A/S" as used herein means
"As stated in the Prospectus Supplement referred to above."


 Goldman, Sachs & Co.	                                   Salomon Brothers Inc


<PAGE>
                                                         Exhibit B

             (To be delivered to Bankers Trust Company
              as Authenticating Agent for the Trustee)

                        POTLATCH CORPORATION

                         Medium-Term Notes
          Due from 9 Months to 30 Years from Date of Issue

                       Settlement Instructions

1. Exact name in which the Note is to be registered 
   ("registered owner"):

2. Exact address of registered owner and, if different, 
   the address for delivery, notices and payment of prin-
   cipal and interest:

3. TIN of registered owner:

4. Principal amount of Note in authorized denominations to
   be delivered to the registered owner:

5. Interest rate of Note:

   A. In the case of a Fixed Rate Note, the Interest
     	Rate and the initial Interest Payment Date:

  	B. In the case of a Floating Rate Note:

     	1. Base Rate:
      2. Initial Interest Rate (if available):
      3. Interest Reset Dates:
      4. Interest Payment Dates:
      5. Regular Record Dates:
      6. Interest Determination Dates:
      7. Index Maturity:
      8. Maturity:
      9. Maximum Interest Rate (if any):
     10. Minimum Interest Rate (if any):
     11. Spread or Spread Multiplier (if any):
     12. Calculation Agent:

6. Stated Maturity:

7. Redemption provisions, if any, including, as
   applicable:

   A. Redemption Commencement Date:

   B. Initial Redemption Price (% of par):

                               -1-

<PAGE>
   C. Amount (% of par) that the Redemption Price shall
      decline (but not below par) on each anniversary of 
      the Redemption Commencement Date:

   D. Other:

8. If an Original Issue Discount Note, the total amount of
   Original Issue Discount, the yield to Maturity and the 
   initial accrual period of original issue discount:

9. Settlement Date (Issue Date):

10. Specified Currency and, if the Specified Currency is 
    other than U.S. dollars, the applicable Exchange Rate 
    for such Specified Currency:

11. Indexed Currency, the Base Rate and the Exchange Rate
    Determination Date, if applicable:

12. Presenting Agent's Commission (to be paid in the form
    of a discount from the proceeds remitted to the Issuer 
    upon settlement):

13. Presenting Agent:

14. Issue Price:

15. Net Proceeds to the Company:

16. Trade Date:

17. Wire transfer information:

18. Additional terms:

     	Potlatch Corporation (the "Company") represents and
warrants that (i) the above-mentioned terms of the Notes 
have been determined in accordance with the resolutions of 
the Board of Directors of the Company dated September 21, 
1990, and the resolutions of the Finance Committee of the 
Company dated December 12, 1991 and the Officers' Certifi-
cate dated ____________,_________ ; and (ii) the aggregate 
principal amount of all Notes heretofore authenticated 
(prior to giving effect to any authentication of the Notes 
herein requested to be authenticated) is $_______________.

                                    POTLATCH CORPORATION

                                    By____________________
                                      Its_________________

CC: Bankers Trust Company of California, 
    National Association

                               -2-

<PAGE>
                                                        Exhibit C

                           (Form of Fixed-Rate Note)
                                 (Form of Face)

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF 
THE DEPOSITORY TRUST COMPANY ("DEPOSITARY") (55 WATER STREET, NEW YORk, NEW 
YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR 
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. 
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 
DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR 
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF 
THE DEPOSITARY OR A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH 
SUCCESSOR."

REGISTERED                                                        REGISTERED

                            POTLATCH CORPORATION
      MEDIUM-TERM NOTES DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE

                                                   CUSIP:

Registered No:	                     Principal Amount: U.S. $

Interest
Payment Dates:                     	Regular Record Dates:

Issue Date:                        	Interest Rate:

Stated Maturity:

Repayment Terms:                    Redemption Terms:
 	Repayment Dates:                   	Redemption Commencement Date:
 	Repayment Prices:                  	Initial Redemption Price:
		                                    Reduction Percentages:          %

Other Terms:


    	POTLATCH CORPORATION, a Delaware corporation (the "Company"), which 
term includes any successor corporation under the Indenture hereinafter 
referred to, for value received, hereby promises to pay to
	                    , or its registered assigns, the Principal Amount
specified above on the Stated Maturity date specified above (unless earlier 
redeemed or repaid), and to pay interest on such Principal Amount at the 
per annum Interest Rate specified above on each succeeding Interest Payment

                               -1-

<PAGE>
Date (as defined below) until payment of said principal sum has been made 
or made available for payment; provided, however, if the Issue Date is 
after the Regular Record Date (as defined below) and before the next 
succeeding Interest Payment Date, then interest hereon shall be paid on the 
Interest Payment Date following the next succeeding Regular Record Date. 
Interest hereon shall accrue from the Issue Date or from the most recent
Interest Payment Date to which interest has been paid or duly provided for. 
The term "Interest Payment Date" for any regular payment of interest shall 
mean June 1, December 1 and any date fixed for redemption or repayment 
pursuant to the Indenture (as defined below) and this Security (the 
"Redemption Date") and the Stated Maturity. The term "Regular Record Date"
for any regular payment of interest, other than any Redemption Date or the 
Stated Maturity, shall mean the May 15 or November 15 next preceding such 
June 1 or December 1 (whether or not a Business Day), as the case may be. 
The interest so payable, and punctually paid or duly provided for, on any 
Interest Payment Date will, as provided in the Indenture, be paid to the 
Person in whose name this Security (or a predecessor security in exchange 
for or transfer of which this Security was issued between the Regular
Record Date for such interest and the Interest Payment Date) is registered 
at the close of business on the Regular Record Date for such interest. 
Interest payable at the Stated Maturity or Redemption Date shall be paid to 
the Person to whom the Principal Amount is paid. Interest shall be 
calculated on the basis of a 360-day year of twelve 30-day months. Any
such interest not so punctually paid or duly provided for shall be payable 
as provided in the Indenture.

    	Payment of the principal of, and premium, if any, and interest payable 
upon Maturity or redemption of, this Security shall be made in immediately 
available funds at the offices of Bankers Trust Company, in the Borough of 
Manhattan, The City of New York (the "Paying Agent"), upon presentation of 
this Security. Alternatively, such payments shall be made at such other 
offices or agencies of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the 
United States as at the time of payment is legal tender for payment of 
public and private debts. Payment of interest, other than interest payable 
upon Maturity or redemption, will be made by United States dollar check 
mailed on the applicable interest payment date to the address of the Person
entitled thereto as such address shall appear in the Security Register. 
The Company may also appoint additional paying agents. Notwithstanding the 
foregoing, (a) a Holder of U.S. $5,000,000 or more in aggregate principal 
amount of Notes of like tenor and terms may elect at any time to have 
payment of interest made by wire transfer in immediately available funds, 
but only if appropriate instructions have been received in writing by 
Bankers Trust Company (or other paying agent) on or prior to the applicable
Regular Record Date for such payment of interest, and (b) payment of 
interest on a Note registered in the name of The Depository Trust Company 
or its nominee shall be made by wire transfer in immediately available 
funds.

    	This Security is one of a duly authorized issuance of Medium-Term 
Notes Due from 9 Months to 30 Years from Date of Issue of the Company (the 
"Securities"), which have been issued under and are governed by the terms 
of an Indenture dated as of November 27, 1990 (the "Indenture") between the 
Company and Bankers Trust Company of California, National Association, as

                               -2-

<PAGE>
Trustee (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 description of the respective rights 
thereunder of the Company, the Trustee and the Holders of the Securities, 
and the terms upon which the Securities are, and are to be, authenticated 
and delivered.

    	Reference is made to the further provisions of this Security set forth 
on the reverse hereof, which shall have the same effect as though duly set 
forth at this place.

    	This Security shall not be valid or obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by 
the Trustee.

    	IN WITNESS WHEREOF, POTLATCH CORPORATION has caused this instrument to
be signed in its name by the manual or facsimile signature of its Chairman 
of the Board and Chief Executive Officer, the President, the Senior Vice 
President, Finance or its Treasurer and impressed or imprinted with its 
corporate seal or facsimile thereof, attested by the manual or facsimile 
signature of its Secretary or one of its Assistant Secretaries.

           Dated:______________	,_______.

                         POTLATCH CORPORATION

                         By_____________________
                             Sandra T. Powell
                                Treasurer

(Corporate Seal)

Attest:

(Assistant) Secretary

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

                                 BANKERS TRUST COMPANY OF CALIFORNIA,
                                 NATIONAL ASSOCIATION, as Trustee

                                 By: Bankers Trust Company 
                                     as Authenticating Agent


                                 By__________________________
                                      Authorized Signature

                               -3-

<PAGE>
(REVERSE SIDE OF FIXED-RATE NOTE)

                         	POTLATCH CORPORATION
  	MEDIUM-TERM NOTES DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE

    	This Security is one of a duly authorized issuance of
Securities of the Company designated as its Medium-Term Notes Due
from 9 Months to 30 Years from Date of Issue (the "Securities"),
limited in aggregate principal amount to $100,000,000, subject to
reduction or increase upon the determination of the Company, all
issued or to be issued under and pursuant to an Indenture dated as
of November 27, 1990 between the Company and Bankers Trust Company
of California, National Association, as Trustee (the "Trustee"), to
which Indenture and all indentures supplemental thereto (the
"Indenture") reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the
Securities. The Securities will be issued only in fully registered
form in denominations of $100,000 principal amount and integral
multiples of $1,000 in excess thereof.

    	This Security may not be redeemed before the Redemption
Commencement Date, if any, stated on the face hereof. If no
Redemption Commencement Date is indicated hereon, this Security is
not redeemable prior to the Stated Maturity hereof. On or after the
Redemption Commencement Date, this Security may be redeemed in
accordance with its terms and the Indenture. 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 in the name of the Holder hereof upon the cancellation hereof.

    	In case an Event of Default, as defined in the Indenture, with
respect to the Securities shall have occurred and be continuing, the
principal hereof (unless otherwise indicated on the face hereof) may
be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided 
in the Indenture. In addition to the Events of Default in the Indenture 
that are applicable to the Securities, the Company covenants that an 
Event of Default with respect to the Securities will include the 
following: a default under any bond, debenture, note or other evidence 
of indebtedness for money borrowed in excess of $10,000,000 by the
Company (including a default with respect to any series of debt securities 
issued under the Indenture other than the Securities of this series) or 
under any mortgage, indenture or other instrument under which there may be 
issued or by which there may be secured or evidenced any indebtedness 
for money borrowed in excess of $10,000,000 by the Company (including the
Indenture), whether such indebtedness now exists or shall hereafter
be created, which default (i) shall consist of a failure to pay such
indebtedness at final maturity and after the expiration of the
applicable grace period or (ii) shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such 
acceleration having been rescinded or annulled or such indebtedness having 
been discharged, in all cases within a period of 10 days after there shall

                               -4-

<PAGE>
have been given, by registered or certified mail, to the Company by
the Trustee, or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Securities, a written
notice specifying such default and requiring the Company to cause
such indebtedness to be discharged or cause such acceleration to be
rescinded or annulled and stating that such notice is a "Notice of
Default" under the Indenture. The Trustee shall not be deemed to
have knowledge of such default unless either (a) a Responsible
Officer of the Trustee shall have actual knowledge of such default
or (b) the Trustee shall receive written notice thereof from the
Company, from any Holder, from the holder of any such indebtedness
or from the trustee under any such mortgage, indenture or other
instrument.

    	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 aggregate 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 be conclusive and binding upon such Holder and
upon 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 a notation of such waiver is made
upon this Security. Any Holder may revoke the consent or waiver as
to this Security if the Trustee receives notice of revocation within
the time specified in Section 907 of the Indenture .

    	The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness on this Security and (b) certain
restrictive covenants upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this
Security.

    	Unless otherwise indicated on the face hereof, the transfer of
this Security is registrable by the registered owner hereof in
person or by his attorney duly authorized in writing at the office of
the Security Registrar or at the office of any transfer agent
designated by the Company for such purpose. Subject to the terms of
the Indenture, upon payment of a sum sufficient to reimburse the
Company for any tax or other governmental charge incident to
transfer to the extent required by the Indenture, and upon surrender
and cancellation of this Security upon any such registration of
transfer, a new Security or Securities of authorized denomination or
denominations, for the same aggregate principal amount, will be
issued to the transferee in exchange herefor.

    	Prior to due presentation of this Security for registration
of transfer, the Company, the Trustee, the Authenticating Agent,
if any, any agent of the Company or the Trustee, the paying agent
and the Security Registrar may deem and treat the Person in whose
name this Security shall

                               -5-

<PAGE>
be registered upon the Security Register as the absolute owner
of this Security for all purposes.

    	No recoup shall be had for the payment of the principal of and
premium, if any, or the interest on this Security, or for any
claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer, director or
Affiliate, as such, past, present or future, of the Company or of
any respective successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

    	All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

    	The laws of the State of New York shall govern the Indenture
and this Security. 

    	Except as provided in the Indenture, this Security will rank on
a parity with all other unsecured and unsubordinated indebtedness of the 
Company.


                               -6-

<PAGE>
    	FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and 
transfer(s) unto

_____________________________________________________________________
Please insert Social Security or other identifying number of assignee

_____________________________________________________________________
            Please print or typewrite name and address 
              including postal zip code of assignee

the within Security and all rights thereunder, hereby irrevocably
constituting and appointing _________________________________________
attorney to transfer said Security on the books of the Company, with 
full power of substitution in the premises.

           Dated:________________,______

                               Signature:____________________________
                                         NOTICE: The signature to this
                                         assignment must correspond
                                         with the name as written upon
                                         the face of the within instru-
                                         ment in every particular, 
                                         without alteration or 
                                         enlargement or any change 
                                         whatever and must be 
                                         guaranteed by a commercial 
                                         bank or trust company having 
                                         its principal office or a
                                         correspondent in The City of
                                         New York or by a member firm
                                         of the New York Stock
                                         Exchange.

                                -7-