Exhibit 4-8



               8.72% Deferrable Interest Subordinated Debentures,
                                Series B due 2025

No. 1


PECO Energy Company, a Pennsylvania corporation (the "Company"), which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to PECO Energy Capital, L.P. or
registered assigns, the principal sum of Seventy-eight Million, One Hundred and
Four Thousand, Five Hundred and Seventy-five Dollars ($78,104,575) on December
19, 2025, and to pay interest on said principal sum from December 19, 1995 (the
"Issue Date") or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided for,
monthly in arrears on the last day of each calendar month of each year
commencing December 29, 1995 at the rate of 8.72% per annum plus Additional
Interest, if any, until the principal hereof shall have become due and payable,
and on any overdue principal and premium, if any, and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum. The Company also promises to
pay to PECO Energy Capital, L.P. or registered assigns on December 29, 1995 an
amount (the "Additional Payment") equal to interest on the principal amount
hereof at the rate of 7.96% per annum from and including November 1, 1995
through but not including the Issue Date. If at any time PECO Energy Capital,
L.P. ("PECO Energy Capital") would be required to pay any taxes, duties, or
other governmental charges (other than withholding taxes) imposed by the United
States, or any other taxing authority, then, in any such case, the Company also
will pay as Additional Interest such amounts as shall be required so that the
net amounts received and retained by PECO Energy Capital after paying any such
taxes, duties, or other governmental charges will not be less than the amounts
PECO Energy Capital would have received had no such taxes, duties, assessments
or other governmental charges been imposed.

     The amount of interest payable on any Interest Payment Date (and the
Additional Payment) shall be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on the
Series B Debentures is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. The interest


<PAGE>

installment 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 Debenture is registered at the close of business on the
regular record date for such interest installment, which shall be the fifteenth
day of the month of, or in the case of an Interest Payment Date which is on the
first Business Day of a month, the fifteenth day of the month next preceding,
such Interest Payment Date. Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered holders
on such regular record date, and may be paid to the person in whose name this
Debenture is registered at the close of business on a special record date to be
fixed by the Trustee for the payment of such defaulted interest, notice whereof
shall be given to the registered holders of this series of Debentures not less
than 10 days prior to such special record date, as more fully provided in the
Indenture hereinafter referred to. The principal of (and premium, if any) and
the interest on this Debenture shall be payable at the office or agency of the
Company maintained for that purpose in Wilmington, Delaware in any coin or
currency of the United States of America which at the time of payment is legal
tender for payment of public and private debts; provided however, that payment
of interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of this Debenture is PECO
Energy Capital, the payment of the principal of (and premium) and interest
(including the Additional Payment and Additional Interest, if any) in this
Debenture will be made at such place and to such account as may be designated by
PECO Energy Capital.

     The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on its behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee its attorney-in-fact for any and all such
purposes. Each Holder hereof, by its acceptance hereof, hereby waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such Holder upon said
provisions.

                                        2

<PAGE>

     This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "Series B Debentures"), specified
in the Indenture, limited in aggregate principal amount as specified in the
Indenture, issued under and pursuant to an Indenture dated as of July 1, 1994,
as supplemented by a First Supplemental Indenture, dated as of December 1, 1995
(as supplemented, the "Indenture") executed and delivered between the Company
and Meridian Trust Company, as trustee (the "Trustee") to which reference is
made to the Indenture for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures. By the terms of the Indenture, Debentures are
issuable in series which may vary as to amount, date of maturity, rate of
interest and in other respects as in the Indenture provided.

     The Series B Debentures are subject to mandatory redemption prior to
maturity at 100% of the principal amount thereof plus accrued interest to the
redemption date as follows:

          (i)  in whole upon the dissolution of PECO Energy Capital; and

          (ii) in whole or in part upon a redemption of the Series B Preferred
               Securities (as defined in the Indenture), but if in part, in an
               aggregate principal amount equal to the aggregate stated
               liquidation preference of the Series B Preferred Securities
               redeemed.

     At the option of the Company, the Series B Debentures are subject to
redemption prior to maturity (i) at any time on or after October 1, 1997 at the
option of the Company, in whole or in part, and (ii) if a Tax Event shall occur
and be continuing, in whole (but not in part), and in each case at 100% of the
principal amount thereof plus accrued interest to the redemption date. "Tax
Event" shall mean that PECO Energy Capital shall have received an opinion of
counsel (which may be regular counsel to the Company or an Affiliate, but not an
employee thereof) experienced in such matters to the effect that, as a result of
any amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, or as a
result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such interpretation or pronouncement is announced on or after the
date of original issuance of the Series B Preferred Securities, there is more
than an insubstantial risk that (i) PECO Energy Capital is subject to


                                        3

<PAGE>

United States Federal income tax with respect to interest received on the
Debentures or PECO Energy Capital will otherwise not be taxed as a partnership,
(ii) interest payable by the Company to PECO Energy Capital on the Series B
Debentures will not be deductible for United States Federal income tax purposes
or (iii) PECO Energy Capital is subject to more than a de minimis amount of
other taxes, duties or other governmental charges.


     In the event of redemption of this Debenture in part only, a new Debenture
or Debentures 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, shall have
occurred and be continuing, the principal of all of the Debentures 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.

     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Debenture upon compliance by the Company with certain
conditions set forth therein.

     Subject to certain exceptions in the Indenture which require the consent of
every Holder, (i) the Indenture or the Series B Debentures may be amended with
the written consent of the Holders of a majority in aggregate principal amount
of the Series B Debentures at the time outstanding, and (ii) certain defaults or
noncompliance with certain provisions may be waived by the written consent of
the holders of a majority in aggregate principal amount of the Series B
Debentures at the time outstanding. Subject to certain exceptions in the
Indenture, without the consent of any Debentureholder, the Company and the
Trustee may amend the Indenture or the Debentures to cure any ambiguity, defect
or inconsistency, to bind a successor to the obligations of the Indenture, to
provide for uncertificated Debentures in addition to certificated Debentures, to
comply with any requirements of the Debentures or the Securities and Exchange
Commission in connection with the qualification of the Indenture under the TIA,
or to make any change that does not adversely affect the rights of any
Debentureholder. Amendments bind all Holders and subsequent Holders.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this

                                        4

<PAGE>

Debenture at the time and place and at the rate and in the money herein
prescribed.

     After payment in full of the Additional Payment, the Company shall have the
right at any time during the term of the Series B Debentures, from time to time
to extend the interest payment period of such Debentures to up to 60 consecutive
months (the "Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together with interest
thereon at the rate specified for the Series B Debentures to the extent that
payment of such interest is enforceable under applicable law); provided that,
during such Extended Interest Payment Period the Company shall not declare or
pay any dividend on, redeem or purchase any of its capital stock. Prior to the
termination of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that such Period
together with all such further extensions thereof shall not exceed 60
consecutive months. At the termination of any such Extended Interest Payment
Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due, the Company may select a new Extended Interest
Payment period.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Registrar accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount and series
will be issued to the designated transferee or transferees. No service charge
will be made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

     Prior to presentment for registration of transfer of this Debenture, the
Company, the Trustee, any paying agent and any Debenture Registrar may deem and
treat the registered holder hereof as the absolute owner hereof (whether or not
this Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any payment agent nor any Debenture Registrar
shall be affected by any notice to the contrary.

                                        5

<PAGE>

     No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or 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. Debentures of this series so issued are issuable only in
registered form without coupons in denominations of $25 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Debentures of this series are exchangeable for a
like aggregate principal amount of Debentures of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

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

     This Debenture shall not be valid until an authorized officer of the
Trustee manually signs the Trustee's Certificate of Authentication below.


                                        6

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.


                                        PECO ENERGY COMPANY
(Seal)
                                        By:     /s/ J. Barry Mitchell

                                        Name: J. Barry Mitchell

                                        Title: Vice President/Finance

Attest:    /s/ Todd D. Cutler

Dated:  December 19, 1995


TRUSTEE'S CERTIFICATE OF AUTHENTICATION 
This is one of the Debentures referred
to in the within-mentioned Indenture.

MERIDIAN TRUST COMPANY, as Trustee

By:    /s/ William S. Roberts
               Name
       Relationship Officer
       Authorized Signatory



                                        7
<PAGE>
                                                                     Exhibit 4-8




               8.72% Deferrable Interest Subordinated Debentures,
                                Series B due 2025

No. 2


PECO Energy Company, a Pennsylvania corporation (the "Company"), which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to PECO Energy Capital, L.P. or
registered assigns, the principal sum of Two Million, Four Hundred and Fifteen
Thousand, Six Hundred and Five Dollars ($2,415,605) on December 19, 2025, and to
pay interest on said principal sum from December 19, 1995 (the "Issue Date") or
from the most recent interest payment date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for, monthly in arrears
on the last day of each calendar month of each year commencing December 29, 1995
at the rate of 8.72% per annum plus Additional Interest, if any, until the
principal hereof shall have become due and payable, and on any overdue principal
and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum. The Company also promises to pay to PECO Energy Capital,
L.P. or registered assigns on December 29, 1995 an amount (the "Additional
Payment") equal to interest on the principal amount hereof at the rate of 7.96%
per annum from and including November 1, 1995 through but not including the
Issue Date. If at any time PECO Energy Capital, L.P. ("PECO Energy Capital")
would be required to pay any taxes, duties, or other governmental charges (other
than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any such case, the Company also will pay as Additional
Interest such amounts as shall be required so that the net amounts received and
retained by PECO Energy Capital after paying any such taxes, duties, or other
governmental charges will not be less than the amounts PECO Energy Capital would
have received had no such taxes, duties, assessments or other governmental
charges been imposed.

     The amount of interest payable on any Interest Payment Date (and the
Additional Payment) shall be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on the
Series B Debentures is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. The interest

<PAGE>

installment 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 Debenture is registered at the close of business on the
regular record date for such interest installment, which shall be the fifteenth
day of the month of, or in the case of an Interest Payment Date which is on the
first Business Day of a month, the fifteenth day of the month next preceding,
such Interest Payment Date. Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered holders
on such regular record date, and may be paid to the person in whose name this
Debenture is registered at the close of business on a special record date to be
fixed by the Trustee for the payment of such defaulted interest, notice whereof
shall be given to the registered holders of this series of Debentures not less
than 10 days prior to such special record date, as more fully provided in the
Indenture hereinafter referred to. The principal of (and premium, if any) and
the interest on this Debenture shall be payable at the office or agency of the
Company maintained for that purpose in Wilmington, Delaware in any coin or
currency of the United States of America which at the time of payment is legal
tender for payment of public and private debts; provided however, that payment
of interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of this Debenture is PECO
Energy Capital, the payment of the principal of (and premium) and interest
(including the Additional Payment and Additional Interest, if any) in this
Debenture will be made at such place and to such account as may be designated by
PECO Energy Capital.

     The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on its behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee its attorney-in-fact for any and all such
purposes. Each Holder hereof, by its acceptance hereof, hereby waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such Holder upon said
provisions.

                                        2

<PAGE>

     This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "Series B Debentures"), specified
in the Indenture, limited in aggregate principal amount as specified in the
Indenture, issued under and pursuant to an Indenture dated as of July 1, 1994,
as supplemented by a First Supplemental Indenture, dated as of December 1, 1995
(as supplemented, the "Indenture") executed and delivered between the Company
and Meridian Trust Company, as trustee (the "Trustee") to which reference is
made to the Indenture for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures. By the terms of the Indenture, Debentures are
issuable in series which may vary as to amount, date of maturity, rate of
interest and in other respects as in the Indenture provided.

     The Series B Debentures are subject to mandatory redemption prior to
maturity at 100% of the principal amount thereof plus accrued interest to the
redemption date as follows:

          (i)  in whole upon the dissolution of PECO Energy Capital; and

          (ii) in whole or in part upon a redemption of the Series B Preferred
               Securities (as defined in the Indenture), but if in part, in an
               aggregate principal amount equal to the aggregate stated
               liquidation preference of the Series B Preferred Securities
               redeemed.

     At the option of the Company, the Series B Debentures are subject to
redemption prior to maturity (i) at any time on or after October 1, 1997 at the
option of the Company, in whole or in part, and (ii) if a Tax Event shall occur
and be continuing, in whole (but not in part), and in each case at 100% of the
principal amount thereof plus accrued interest to the redemption date. "Tax
Event" shall mean that PECO Energy Capital shall have received an opinion of
counsel (which may be regular counsel to the Company or an Affiliate, but not an
employee thereof) experienced in such matters to the effect that, as a result of
any amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, or as a
result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such interpretation or pronouncement is announced on or after the
date of original issuance of the Series B Preferred Securities, there is more
than an insubstantial risk that (i) PECO Energy Capital is subject to

                                        3

<PAGE>

United States Federal income tax with respect to interest received on the
Debentures or PECO Energy Capital will otherwise not be taxed as a partnership,
(ii) interest payable by the Company to PECO Energy Capital on the Series B
Debentures will not be deductible for United States Federal income tax purposes
or (iii) PECO Energy Capital is subject to more than a de minimis amount of
other taxes, duties or other governmental charges.


     In the event of redemption of this Debenture in part only, a new Debenture
or Debentures 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, shall have
occurred and be continuing, the principal of all of the Debentures 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.

     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Debenture upon compliance by the Company with certain
conditions set forth therein.

     Subject to certain exceptions in the Indenture which require the consent of
every Holder, (i) the Indenture or the Series B Debentures may be amended with
the written consent of the Holders of a majority in aggregate principal amount
of the Series B Debentures at the time outstanding, and (ii) certain defaults or
noncompliance with certain provisions may be waived by the written consent of
the holders of a majority in aggregate principal amount of the Series B
Debentures at the time outstanding. Subject to certain exceptions in the
Indenture, without the consent of any Debentureholder, the Company and the
Trustee may amend the Indenture or the Debentures to cure any ambiguity, defect
or inconsistency, to bind a successor to the obligations of the Indenture, to
provide for uncertificated Debentures in addition to certificated Debentures, to
comply with any requirements of the Debentures or the Securities and Exchange
Commission in connection with the qualification of the Indenture under the TIA,
or to make any change that does not adversely affect the rights of any
Debentureholder. Amendments bind all Holders and subsequent Holders.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this

                                        4

<PAGE>

Debenture at the time and place and at the rate and in the money herein
prescribed.

     After payment in full of the Additional Payment, the Company shall have the
right at any time during the term of the Series B Debentures, from time to time
to extend the interest payment period of such Debentures to up to 60 consecutive
months (the "Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together with interest
thereon at the rate specified for the Series B Debentures to the extent that
payment of such interest is enforceable under applicable law); provided that,
during such Extended Interest Payment Period the Company shall not declare or
pay any dividend on, redeem or purchase any of its capital stock. Prior to the
termination of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that such Period
together with all such further extensions thereof shall not exceed 60
consecutive months. At the termination of any such Extended Interest Payment
Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due, the Company may select a new Extended Interest
Payment period.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Registrar accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount and series
will be issued to the designated transferee or transferees. No service charge
will be made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

     Prior to presentment for registration of transfer of this Debenture, the
Company, the Trustee, any paying agent and any Debenture Registrar may deem and
treat the registered holder hereof as the absolute owner hereof (whether or not
this Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any payment agent nor any Debenture Registrar
shall be affected by any notice to the contrary.

                                        5

<PAGE>

     No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or 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. Debentures of this series so issued are issuable only in
registered form without coupons in denominations of $25 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Debentures of this series are exchangeable for a
like aggregate principal amount of Debentures of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

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

     This Debenture shall not be valid until an authorized officer of the
Trustee manually signs the Trustee's Certificate of Authentication below.



                                        6

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.


                                        PECO ENERGY COMPANY
(Seal)
                                        By:     /s/ J. Barry Mitchell

                                        Name: J. Barry Mitchell

                                        Title: Vice President/Finance

Attest:  /s/ Todd D. Cutler

Dated:  December 19, 1995


TRUSTEE'S CERTIFICATE OF AUTHENTICATION 
This is one of the Debentures referred
to in the within-mentioned Indenture.

MERIDIAN TRUST COMPANY, as Trustee

By:   /s/ William S. Roberts
               Name
     Relationship Officer
     Authorized Signatory



                                        7