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 January 17, 1991,
the terms of a 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.
     $150,000,000 (except for Notes authenticated and
     delivered upon registration of, transfer of, or in
     exchange of, or in lieu of, other Notes pursuant
     to Section 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 Corporation 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"); provided, however, that the first
     $50,000,000 in aggregate principal amount of the

                               -1-
                                                             Exhibit (4)(a)(i)

<PAGE>
     Notes shall be issued for a term of four or more
     years;

          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 on the
     first $50,000,000 in aggregate principal amount of
     Notes issued shall not exceed a fixed coupon rate
     of nine percent per annum and the interest rate on
     the remaining $100,000,000 in aggregate principal
     amount of Notes issued shall not exceed a fixed
     coupon rate of nine percent per annum for Notes
     issued with maturities of up to and including
     10 years and shall not exceed a fixed coupon rate
     of nine and one-half percent per annum for Notes
     issued with maturities longer than 10 years. 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 January 24,
     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;

                              -2-


<PAGE>
          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;

          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;

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

                              -3-


<PAGE>
          IN WITNESS WHEREOF, we have hereunto signed our
     names this 24th day of January, 1991.



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



                                                /s/Sandra T. Powell
                                                ----------------------
                                                Sandra T. Powell
                                                Treasurer

                              -4-


<PAGE>
                                                                 EXHIBIT A

Pricing Supplement No.                          Filing under Rule 424(b)(3)
Dated                                           Registration File No. 33-379lO
(To Prospectus dated December 11,
1990 and Prospectus Supplement
dated January 24, 1991)

                                   $150,000,000
                               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
Selling Agent's commission (%):                        _ Federal Funds Rate  
Purchasing Agent's discount or commission(%):          _ Other 
Net proceeds to the Company (%):                       Index Maturity:
Settlement date (original issue date):                 Spread:
Redemption Commencement Date (if any):                 Spread Multiplier:
                                                       Maximum Rate:
                                                       Minimum Rate:
                                                       Initial Interest Rate:
                                                       Interest Reset Date(s):
                                                       Interest Determination
                                                         Dates(s):            
                                                       Calculation Date(s):
                                                       Interest Payment Date(s):
                                                       Regular Record Date(s):

     Redemption prices (if any): The Redemption Price shall initially be   % of
the principal 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):

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

D. Other:

                              -1-


<PAGE>
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:

ll. 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 as of January 17, 1991 and the Officers' 
Certificate 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 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 

                              -1-


<PAGE>
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 l, December l 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 l5 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 
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. 

                              -2-


<PAGE>
     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________________________
                                              Title___________________

(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 $150,000,000, 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 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

                              -4-


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

     No recourse 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

                              -5-


<PAGE>
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), asslgn(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 instrument
                                             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-