Exhibit 4.01
                THE COMPANIES ACTS 1985 and 1989

                PUBLIC COMPANY LIMITED BY SHARES

                    MEMORANDUM OF ASSOCIATION

                             - of -

                      ENTERGY POWER UK plc



     1.   The Company's name is "OYSTERWOOD PLC".*

     2.   The Company is to be a public company.

     3.   The Company's registered office is to be situated in
          England and Wales.

     4.   The Company's objects are:**

(A)  (i)  (a)  To acquire or take over, in any manner and hold an
          interest in, shares or other securities of or the
          business of a public electricity supplier.

          (b) To carry on all or any of the businesses of
          purchasing, importing, generating, transmitting,
          transforming, converting, distributing, supplying,
          exporting and dealing in electricity and all other
          forms of energy and products or services associated
          therewith and of promoting the conservation and
          efficient use of electricity and all other forms of
          energy.

          (c)  To do anything which a public electricity supplier
          is empowered or required to do under or by virtue of or
          under  a  license or other authorization granted  under
          the  Electricity  Act 1989 or any statutory  instrument
          made  thereunder  or  any  statutory  modification   or
          re-enactment thereof.

     (ii) To act as an investment holding company and to
     co-ordinate the business of any companies in which the
     Company is for the time being interested, and to acquire
     (whether by original subscription, tender, purchase exchange
     or otherwise) the whole of or any part of the stock, shares,
     debentures, debenture stocks, bonds and other securities
     issued or guaranteed by a body corporate constituted or
     carrying on business in any part of the world or by an
     government sovereign ruler, commissioners, public body or
     authority and to hold the same as investments, and to sell,
     exchange, carry and dispose of the same.

     (iii) To carry on the businesses in any part of the world as
     importers, exporters, buyers, sellers, distributors and
     dealers and to win, process and work produce of all kinds.
     
(B)  To carry on the following businesses, namely, contractors,
     garage proprietors, filling station proprietors, owners and
     charterers of road vehicles, aircraft and ships and boats of
     every description, lightermen and carriers of goods and
     passengers by road, rail, water or air, forwarding,
     transport and commission agents, customs agents, stevedores,
     wharfingers, cargo superintendents, packers, warehouse
     storekeepers, cold store keepers, hotel proprietors,
     caterers, publicans, consultants, advisers, financiers,
     bankers, advertising agents, insurance brokers, travel
     agents, ticket agents and agency business of all kinds and
     generally to provide entertainment for and render services
     of all kinds to others and to carry on any other trade or
     business which can in the opinion of the directors be
     advantageously carried on by the Company in connection with
     or ancillary to any of the businesses of the Company.

(C)  To buy, sell, manufacture, repair, alter, improve,
     manipulate, prepare for market, let on hire, and generally
     deal in all kinds of plant, machinery, apparatus, tools,
     utensils, materials, produce, substances, articles and
     things for the purpose of any of the businesses specified in
     clause 4, or which may be required by persons having, or
     about to have, dealings with the Company.

(D)  To build, construct, maintain, alter, enlarge, pull down,
     remove and replace any buildings, shops, factories, offices,
     works, machinery and engines, and to work, manage and
     control these things.

(E)  To enter into contracts, agreements and arrangements with
     any person for the carrying out by that person on behalf of
     the Company of any object for which the Company is formed.

(F)  To acquire, undertake and carry on the whole or any part of
     the business, property and liabilities of any person
     carrying on any business which may in the opinion of the
     directors be capable of being conveniently carried on, or
     calculated directly or indirectly to enhance the value of or
     make profitable any of the Company's property or rights, or
     any property suitable for the purposes of the Company.

(G)  To enter into any arrangement with a government or
     authority, whether national, international, supreme,
     municipal, local or otherwise, that may in the opinion of
     the directors be conducive to any object of the Company, and
     to obtain from that government or authority any right,
     privilege or concession which in the opinion of the
     directors is desirable, and to carry out, exercise and
     comply with that arrangement, right, privilege or
     concession.

(H)  To apply for, purchase and by other means acquire, protect,
     prolong and renew any patent, patent right, brevet
     d'invention, license, secret process, invention, trade mark,
     service mark, copyright, registered design, protection,
     concession and right of the same or similar effect or
     nature, and to use, turn to account, manufacture under and
     grant licenses and privileges in respect of those things,
     and to spend money in experimenting with, testing,
     researching, improving and seeking to improve any of those
     things.

(I)  To acquire an interest in, amalgamate with and enter into
     partnership or any arrangement for the sharing of profits,
     union of interests, co-operation, joint venture, reciprocal
     concession or otherwise with any person, or with any
     employees of the Company. To lend money to, guarantee the
     contracts of, and otherwise assist that person or those
     employees, and to take and otherwise acquire an interest in
     that person's shares or other securities and to sell, hold,
     re-issue, with or without guarantee, and otherwise deal with
     those shares or other securities.

(J)  To lend money to, subsidize and assist any person, to act as
     agents for the collection, receipt and payment of money and
     generally to act as agents and brokers for and perform
     services for any person, and to undertake and perform
     sub-contracts.

(K)  To enter into any guarantee or contract of indemnity or
     suretyship, and to provide security, including, without
     limitation, the guarantee and provision of security for the
     performance of the obligations of or the payment of any
     money (including, without limitation, capital, principal,
     premiums, dividends, interest, commissions, charges,
     discount and any related costs or expenses whether on shares
     or other securities) by any person including, without
     limitation, any body corporate which is for the time being
     the Company's holding company, the Company's subsidiary, a
     subsidiary of the Company's holding company or any person
     which is for the time being a member or otherwise has an
     interest in the Company or is associated with the Company in
     any business or venture, with or without the Company
     receiving any consideration or advantage (whether direct or
     indirect), and whether by personal covenant or mortgage,
     charge or lien over all or part of the Company's
     undertaking, property, assets or uncalled capital (present
     and future) or by other means. For the purposes of paragraph
     (K) "guarantee" includes any obligation, however described,
     to pay, satisfy, provide funds for the payment or
     satisfaction of (including, without limitation, by advance
     of money, purchase of or subscription for shares or other
     securities and purchase of assets or services), indemnify
     against the consequences of default in the payment of, or
     otherwise be responsible for, any indebtedness of any other
     person.

(L)  To promote, finance and assist any person for the purpose of
     acquiring all or any of the property, rights and undertaking
     or assuming the liabilities of the Company, or for any other
     purpose which may in the opinion of the directors directly
     or indirectly benefit the Company, and in that connection to
     place, guarantee the placing of, underwrite, subscribe for
     and otherwise acquire all or any part of the shares or other
     securities of a body corporate.

(M) To pay out of the funds of the Company all or any expenses
    which the Company may lawfully pay of or incidental to the
    formation, registration, promotion and advertising of and
    raising money for the Company and the issue of its shares or
    other securities, including, without limitation, those
    incurred in connection with the advertising and offering of
    its shares or other securities for sale or subscription,
    brokerage and commissions for obtaining applications for and
    taking, placing, underwriting or procuring the underwriting
    of its shares or other securities.

(N) To remunerate any person for services rendered or to be
    rendered to the Company, including, without limitation, by
    cash payment or by the allotment of shares or other
    securities of the Company, credited as paid up in full or in
    part.

(O)  To purchase, take on lease, exchange, hire and otherwise
     acquire any real or personal property and any right or
     privilege over or in respect of it.

(P)  To receive money on deposit on any terms the directors think
     fit.

(Q)  To invest and deal with the Company's money and funds in any
     way the directors think fit.

(R)  To lend money and give credit with or without security.

(S)  To borrow, raise and secure the payment of money in any way
     the directors think fit, including, without limitation, by
     the issue of debentures and other securities, perpetual or
     otherwise, charged on all or any of the Company's property
     (present and future) or its uncalled capital, and to
     purchase, redeem and pay off those securities.

(T)  To remunerate any person for services rendered or to be
     rendered in placing, assisting and guaranteeing the placing
     and procuring the underwriting of any share or other
     security of the Company or of any person in which the
     Company may be interested or proposes to be interested, or
     in connection with the conduct of the business of the
     Company, including, without limitation, by cash payment or
     by the allotment of shares or other securities of the
     Company, credited as paid up in full or in part.

(U)  To subscribe for, acquire and hold (in each case absolutely
     or conditionally) shares, debentures and other securities of
     any person and to coordinate, finance and manage the
     business and operation of any person in which the Company
     has an interest.

(V)  To draw, make, accept, endorse, discount, execute and issue
     promissory notes, bills of exchange, bills of lading,
     warrants, debentures and other negotiable or transferable
     instruments.

(W) To sell, lease, exchange, let on hire and dispose of any
    real or personal property and the whole or part of the
    undertaking of the Company, for such consideration as the
    directors think fit, including, without limitation, for
    shares, debentures or other securities, whether fully or
    partly paid up, of any person, whether or not having objects
    (altogether or in part) similar to those of the Company. To
    hold any shares, debentures and other securities so
    acquired, and to improve, manage, develop, sell, exchange,
    lease, mortgage, dispose of, grant options over, turn to
    account or otherwise deal with all or any part of the
    property or rights of the Company.

(X)  To adopt any means of publicizing and making known the
     businesses, services and products of the Company as the
     directors think fit, including, without limitation,
     advertisement, publication and distribution of notices,
     circulars, books and periodicals, purchase and exhibition of
     works of art and interest and granting and making of prizes,
     rewards and donations.

(Y)  To support, subscribe to and contribute to any charitable or
     public object and any institution, society and club which
     may be for the benefit of the Company or persons who are or
     were directors, officers or employees of the Company, its
     predecessor in business, any subsidiary of the Company or
     any person allied to or associated with the Company, or
     which may be connected with any town or place where the
     Company carries on business. To subsidize and assist any
     association of employers or employees and any trade
     association. To grant pensions, gratuities, annuities and
     charitable aid and to provide advantages, facilities and
     services to any person (including any director or former
     director) who may have been employed by or provided services
     to the Company, its predecessor in business, any subsidiary
     of the Company or any person allied to or associated with
     the Company and to the spouses, children, dependents and
     relatives of those persons and to make advance provision for
     the payment of those pensions, gratuities and annuities by
     establishing or acceding to any trust, scheme or arrangement
     (whether or not capable of approval by the Commissioners of
     Inland Revenue under any relevant legislation) the directors
     think fit, to appoint trustees and to act as trustee of any
     trust, scheme or arrangement, and to make payments towards
     insurance for the benefit of those persons and their
     spouses, children, dependents and relatives.

(Z)  To establish and contribute to any scheme for the purchase
     or subscription by trustees of shares or other securities of
     the Company to be held for the benefit of the employees of
     the Company, any subsidiary of the Company or any person
     allied to or associated with the Company, to lend money to
     those employees or to trustees on their behalf to enable
     them to purchase or subscribe for shares or other securities
     of the Company and to formulate and carry into effect any
     scheme for sharing the profits of the Company with
     employees.

(AA)To apply for, promote and obtain any Act of Parliament and
    any order or license of any government department or
    authority (including, without limitation, the Department of
    Trade and Industry) to enable the Company to carry any of
    its objects into effect, to effect any modification of the
    Company's constitution and for any other purpose which the
    directors think fit, and to oppose any proceeding or
    application which may in the opinion of the directors
    directly or indirectly prejudice the Company's interests.

(BB)To establish, grant and take up agencies, and to do all
    other things the directors may deem conducive to the
    carrying on of the Company's business as principal or agent,
    and to remunerate any person in connection with the
    establishment or granting of an agency on the terms and
    conditions the directors think fit.

(CC)To distribute among the shareholders in specie any of the
    Company's property and any proceeds of sale or disposal of
    any of the Company's property and for that purpose to
    distinguish and separate capital from profits, but no
    distribution amounting to a reduction of capital may be made
    without any sanction required by law.

(DD)To purchase and maintain insurance for the benefit of any
    person who is or was an officer or employee of the Company,
    a subsidiary of the Company or a company in which the
    Company has or had an interest (whether direct or indirect)
    or who is or was trustee of any retirement benefits scheme
    or any other trust in which any officer or employee or
    former officer or employee is or has been interested,
    indemnifying that person against liability for negligence,
    default, breach of duty or breach of trust or any other
    liability which may lawfully be insured against.

(EE)To amalgamate with any other person and to procure the
    Company to be registered or recognized in any part of the
    world.

(FF) To do all or any of the things provided in any paragraph of
     clause 4:

     (I)  in any part of the world;

     (ii) as principal, agent, contractor, trustee or otherwise;

    (iii) by or through trustees, agents, subcontractors or
          otherwise; and

     (iv) alone or with another person or persons.

(GG)To do all things that are in the opinion of the directors
    incidental or conducive to the attainment of all or any of
    the Company's objects, or the exercise of all or any of its
    powers.

(HH)The objects specified in each paragraph of clause 4 shall,
    except where otherwise provided in that paragraph, be
    regarded as independent objects, and are not limited or
    restricted by reference to or inference from the terms of
    any other paragraph or the name of the Company. None of the
    paragraphs of clause 4 or the objects or powers specified or
    conferred in or by them is deemed subsidiary or ancillary to
    the objects or powers mentioned in any other paragraph. The
    Company has as full a power to exercise all or any of the
    objects and powers provided in each paragraph as if each
    paragraph contained the objects of a separate company.

(II) In clause 4, a reference to:

     (i)  a "person" includes a reference to a body corporate,
     association or partnership whether domiciled in
     the United Kingdom or elsewhere and whether incorporated
     or unincorporated;

     (ii) the "Act" is, unless the context otherwise requires, a
     reference to the Companies Act 1985, as modified or
     re-enacted or both from time to time; and

    (iii) a  "subsidiary"  or "holding  company"  is  to  be
    construed in accordance with section 736 of  the
    Act.

5.   The liability of the members is limited.

6.   The Company's share capital is pounds 50,000 divided into 50,000
     shares of pounds 1 each.

<PAGE>

WE, the subscribers to this Memorandum of Association wish to be
formed into a Company pursuant to this Memorandum and we agree to
take the number of shares in the capital of the Company shown
opposite our respective names.



     NAMES AND ADDRESSES           Number of Shares
     OF SUBSCRIBERS                taken by each
                                   Subscriber




CHANTAL ELIZABETH BRACKENBURY      ONE
For and on behalf of
Legibus Nominees Limited
200 Aldersgate Street
London EC1A 4JJ





ANGELA ORBAN                       ONE
For and on behalf of
Legibus Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ






DATED this          day of              , 199    .

WITNESS to the above Signatures:

     DENISE WARD
     200 Aldersgate Street
     London EC1A 4JI




                           CONTENTS

PRELIMINARY
<PAGE>

1.   Interpretation
2.   Table A not to apply

SHARE CAPITAL
3.   Authorised capital
4.   Allotment
5.   Power to attach rights
6.   Redeemable shares
7.   Variation of rights
8.   Commission
9.   Trusts not recognised
10.  Uncertificated shares

SHARE CERTIFICATES
11.  Right to certificates
12.  Replacement certificates

LIEN
13.  Company's lien on shares not fully paid
14.  Enforcement of lien by sale
15.  Application of proceeds of sale

CALLS ON SHARES
16.  Calls
17.  Power to differentiate
18.  Interest on calls
19.  Payment in advance
20.  Amounts due on allotment or issue treated as calls

FORFEITURE
21.  Notice if call not paid
22.  Forfeiture for non-compliance
23.  Notice after forfeiture
24.  Disposal of forfeited shares
25.  Arrears to be paid notwithstanding forfeiture
26.  Surrender

UNTRACED SHAREHOLDERS
27.  Power of sale
28.  Application of proceeds of sale

TRANSFER OF SHARES
29.  Form of transfer
30.  Right to refuse registration
31.  Fees on registration
32.  Suspension of registration and closing of register

TRANSMISSION OF SHARES
33.  On death
34.  Election of person entitled by transmission
35.  Rights on transmission

ALTERATION OF SHARE CAPITAL
36.  Increase, consolidation, sub-division and cancellation
37.  Fractions
38.  Reduction of capital
39.  Purchase of own shares

GENERAL MEETINGS
40.  Annual general meeting
41.  Extraordinary general meeting
42.  Convening of extraordinary general meetings
43.  Length and form of notice
44.  Omission to send notice
45.  Special business

PROCEEDINGS AT GENERAL MEETINGS
46.  Quorum
47.  Procedure if quorum not present
48.  Chairman
49.  Director's right to attend and speak
50.  Power to adjourn
51.  Notice of adjourned meeting
52.  Business at adjourned meeting
53.  Accommodation of members at meeting
54.  Security

VOTING
55.  Method of voting
56.  Procedure on a poll
57.  Votes of members
58.  Casting vote
59.  Restriction on voting rights for unpaid calls etc.
60.  Voting by proxy
61.  Deposit of proxy
62.  When votes by proxy valid though authority revoked

MISCELLANEOUS
63.  Corporate representative
64.  Objections to and error in voting
65.  Amendments to resolutions
66.  Members' written resolutions
67.  Class meetings
68.  Failure to disclose interests in shares

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
69.  Number of directors
70.  Power of the Company to appoint directors
71.  Power of the board to appoint directors
72.  Appointment of executive directors
73.  Eligibility of new directors
74.  Voting on resolution for appointment
75.  Retirement by rotation
76.  Directors subject to retirement
77.  Position of retiring director
78.  Deemed reappointment
79.  No retirement on account of age
80.  Removal by ordinary resolution
81.  Vacation of office by director

ALTERNATE DIRECTORS
82.  Appointment
83.  Revocation of appointment
84.  Participation in board meetings
85.  Responsibility

REMUNERATION, EXPENSES AND PENSIONS
86.  Directors' fees
87.  Additional remuneration
88.  Expenses
89.  Remuneration and expenses of alternate director
90.  Directors' pensions and other benefits
91.  Remuneration of executive director

POWERS AND DUTIES OF THE BOARD
92.  Powers of the board
93.  Powers of directors being less than minimum required number
94.  Powers of executive directors
95.  Delegation to committees
96.  Local management
97.  Agents
98.  Associate directors
99.  Exercise of voting powers
100. Provision for employees
101. Registers
102. Borrowing powers
103. Register of charges
104. Directors' interests

PROCEEDINGS OF DIRECTORS AND COMMITTEES
105. Board meetings
106. Notice of board meetings
107. Quorum
108. Chairman of board
109. Voting
110. Participation by telephone
111. Resolution in writing
112. Proceedings of committees
113. Minutes of proceedings
114. Validity of proceedings of board or committee

SECRETARY AND AUTHENTICATION OF DOCUMENTS
115. Secretary
116. Authentication of documents

SEALS
117. Safe custody
118. Application of seals
119. Official seal for use abroad

DIVIDENDS AND OTHER PAYMENTS
120. Declaration of dividends
121. Interim dividends
122. Entitlement to dividends
123. Method of payment
124. Dividends not to bear interest
125. Calls or debts may be deducted from dividends etc.
126. Unclaimed dividends etc.
127. Uncashed dividends
128. Payment of dividends in specie
129. Payment of scrip dividends
130. Capitalisation of profits
131. Record dates

ACCOUNTS
132. Keeping and inspection of accounts
133. Accounts to be sent to members etc.

NOTICES
134. Notices to be in writing
135. Service of notices and other documents on members
136. Notice by advertisement
137. Evidence of service
138. Notice binding on transferees etc.
139. Notice in case of entitlement by transmission

MISCELLANEOUS
140. Destruction of documents
141. Winding up
142. Indemnity
<PAGE>

               THE COMPANIES ACTS 1985 AND 1989

           _______________________________________

               PUBLIC COMPANY LIMITED BY SHARES
           _______________________________________

                   ARTICLES OF ASSOCIATION

                              OF


                        OYSTERWOOD PLC


                         PRELIMINARY

<PAGE>

1.   Interpretation

(A)  In the articles:

     "Act"  means,  unless  the context otherwise  requires,  the
     Companies Act 1985, including any statutory modification  or
     re-enactment for the time being in force;

     "Acts"  means  the  Companies Acts 1985  and  1989  and  all
     statutes  and subordinate legislation for the time being  in
     force  concerning  companies so far as  they  apply  to  the
     Company;

     "articles"  means these articles of association  as  amended
     from time to time;

     "auditors" means the auditors of the Company;

     "board" means the board of directors of the Company  or  the
     directors present or deemed to be present at a duly convened
     meeting of the directors at which a quorum is present;

     "business day" means a day (not being a Saturday or  Sunday)
     on which clearing banks are open for business in London;

     "certificated" means, in relation to a share, a share  which
     is  recorded  in the register as being held in  certificated
     form;

     "clear days" means, in relation to a period of notice,  that
     period  excluding the day when the notice is given or deemed
     to be given and the day for which it is given or on which it
     is to take effect;

     "company"   includes  any  body  corporate  (not   being   a
     corporation sole) or association of persons, whether or  not
     a company within the meaning of the Act;

     "director"  means, unless the context otherwise requires,  a
     director of the Company;

     "dividend" includes bonus;

     "entitled  by transmission" means, in relation to  a  share,
     entitled  as a consequence of the death or bankruptcy  of  a
     member or of another event giving rise to a transmission  of
     entitlement by operation of law;

     "executed"  includes, in relation to a  document,  execution
     under  hand or under seal or by another method permitted  by
     law;

     "holder"  means,  in relation to a share, the  member  whose
     name is entered in the register as the holder of that share;

     "London Stock Exchange" means London Stock Exchange Limited;

     "member"  means,  unless the context otherwise  requires,  a
     member of the Company;

     "office" means the registered office of the Company;

     "paid", "paid up" and "paid-up" include credited as paid  or
     paid up;

     "recognised person" means a recognised clearing house  or  a
     nominee  of  a recognised clearing house or of a  recognised
     investment exchange which is designated for the purposes  of
     section 185(4) of the Act;

     "register" means, unless the context otherwise requires, the
     register of members kept pursuant to section 352 of the Act;

     "seal"  means,  unless the context otherwise  requires,  the
     common  seal  of the Company or any official  or  securities
     seal  that the Company may have or may be permitted to  have
     under the Acts;

     "secretary" means the secretary of the Company and  includes
     any assistant or deputy secretary and a person appointed  by
     the board to perform the duties of the secretary;

     "Uncertificated    Securities   Regulations"    means    the
     Uncertificated  Securities Regulations 1995,  including  any
     statutory modification or re-enactment for the time being in
     force;

     "uncertificated"  means, in relation to  a  share,  a  share
     title to which is recorded in the register as being held  in
     uncertificated  form and title to which, by  virtue  of  the
     Uncertificated Securities Regulations, may be transferred by
     means of a relevant system.

(B)  Words and expressions contained in these articles which  are
     not  defined  in paragraph (A) have, unless the contrary  is
     indicated,  the same meaning as in the Acts,  but  excluding
     any  statutory modification to the Acts not in force at  the
     date  of  adoption  of these articles.  In  particular,  the
     expressions     "Operator",     "participating      issuer",
     "participating security" and "relevant system" have the same
     meanings as in the Uncertificated Securities Regulations.

(C)  Where an ordinary resolution of the Company is expressed  to
     be  required  for  any purpose, a special  or  extraordinary
     resolution is also effective for that purpose, and where  an
     extraordinary resolution is expressed to be required for any
     purpose,  a  special resolution is also effective  for  that
     purpose.

(D)  The   headings   in   the  articles  do   not   affect   the
     interpretation of the articles.

2.   Table A not to apply

     No  regulations  contained  in any  statute  or  subordinate
     legislation, including the regulations contained in Table  A
     in the schedule to the Companies (Tables A to F) Regulations
     1985  (as amended), apply as the regulations or articles  of
     association of the Company.

                        SHARE CAPITAL

3.   Authorised capital

     The  authorised share capital of the Company at the date  of
     adoption  of  these articles is pounds 50,000 divided into  50,000
     shares of pounds 1 each.

4.   Allotment

(A)  Subject to the Acts and relevant authority of the Company in
     general  meeting required by the articles and the Acts,  the
     board has general and unconditional authority to allot (with
     or without conferring rights of renunciation), grant options
     over,  offer  or otherwise deal with or dispose of  unissued
     shares  (whether  forming  part  of  the  original  or   any
     increased  capital), or rights to subscribe for  or  convert
     any security into shares, to such persons, at such times and
     on  such terms and conditions as the board may decide but no
     share may be issued at a discount.

(B)  The  board has general and unconditional authority, pursuant
     to  section  80  of the Act, to exercise all powers  of  the
     Company  to allot relevant securities for a period  expiring
     on the fifth anniversary of the date of incorporation of the
     Company.

(C)  The  maximum  amount  of relevant securities  which  may  be
     allotted  pursuant to the authority conferred  by  paragraph
     (B)  is  the  amount of the authorised but as  yet  unissued
     share capital of the Company at the date of incorporation of
     the Company.

(D)  The  board has general power, pursuant to section 95 of  the
     Act,  to  allot equity securities pursuant to the  authority
     conferred by paragraph (B), as if section 89(1) of  the  Act
     does not apply to such allotment.  This power is limited to:

          (i)    allotments  to  equity  securities   where   the
          securities have been offered (whether by way of  rights
          issue,  open offer or otherwise) to holders  of  shares
          made  in  proportion (as nearly as  may  be)  to  their
          existing  holdings of shares but subject to  the  board
          having  a  right  to  make  such  exclusions  or  other
          arrangements  in connection with such  offering  as  it
          deems necessary or expedient:

                      (a)    to   deal  with  equity   securities
               representing fractional entitlements; and

                    (b)  to deal with legal or practical problems
               under  the  laws  of, or the requirements  of  the
               recognised regulatory body or a stock exchange in,
               any territory; and

          (ii)  allotments of equity securities  for  cash  other
          than  pursuant  to  paragraph (i) up  to  an  aggregate
          nominal  amount  equal to the amount of the  authorised
          shares but as yet unissued share capital at the date of
          incorporation of the Company.

(E)  By  the authority and power conferred by paragraphs (B)  and
     (D),  the  board may before the authority or  power  expires
     make  an  offer  or agreement which would or  might  require
     equity  securities  or  other  relevant  securities  to   be
     allotted  after  it  expires and  may  allot  securities  in
     pursuance of that offer or agreement.

(F)  The board may at any time after the allotment of a share but
     before  a  person  has been entered in the register  as  the
     holder of the share recognise a renunciation of the share by
     the allottee in favour of another person and may grant to an
     allottee  a right to effect a renunciation on the terms  and
     conditions the board thinks fit.

5.   Power to attach rights

     Subject  to the Acts and to the rights attached to  existing
     shares,  new shares may be allotted or issued with  or  have
     attached to them such special rights or restrictions as  the
     Company  may  by  ordinary  resolution  decide,  or,  if  no
     resolution is passed, as the board may decide.

6.   Redeemable shares

     Subject  to the Acts and to the rights attached to  existing
     shares,  shares may be issued on terms that they are  to  be
     redeemed or, at the option of the Company or the holder, are
     liable to be redeemed.

7.   Variation of rights

(A)  Subject  to  the Acts, the rights attached  to  a  class  of
     shares  may  be varied whether or not the Company  is  being
     wound  up (i) in such manner (if any) as may be provided  by
     those  rights,  or (ii) in the absence of provision,  either
     with  the  consent  in writing of the holders  of  at  least
     three-fourths of the nominal amount of the issued shares  of
     that   class  or  with  the  sanction  of  an  extraordinary
     resolution  passed at a separate meeting of the  holders  of
     the  issued  shares of that class validly held in accordance
     with the articles, but not otherwise.

(B)  The  rights  attached to a class of shares are  not,  unless
     otherwise  expressly  provided in the  rights  attaching  to
     those shares, deemed to be varied by the creation, allotment
     or  issue  of  further shares ranking  pari  passu  with  or
     subsequent to them or by the purchase or redemption  by  the
     Company  of its own shares in accordance with the  Acts  and
     article 39.

8.   Commission

     The  Company may exercise all powers conferred or  permitted
     by  the Acts of paying commission or brokerage.  Subject  to
     the  Acts, commission or brokerage may be satisfied  by  the
     payment  of  cash or the allotment of fully- or  partly-paid
     shares or the grant of an option to call for an allotment of
     shares or by any combination of these methods.

9.   Trusts not recognised

     Except as ordered by a court of competent jurisdiction or as
     required  by law, the Company may not recognise a person  as
     holding  a  share on trust and is not bound by or  otherwise
     compelled  to  recognise (even if it has notice  of  it)  an
     equitable, contingent, future, partial or other claim to  or
     interest  in  a share other than an absolute  right  in  the
     holder to the whole of the share.

10.  Uncertificated shares

(A)  Subject  to the Acts, the board may resolve that a class  of
     shares  is  to become a participating security  and  that  a
     class of shares shall cease to be a participating security.

(B)  Uncertificated shares of a class are not to be  regarded  as
     forming  a separate class from certificated shares  of  that
     class.

(C)  A   member   may,  in  accordance  with  the  Uncertificated
     Securities Regulations, change a share of a class which is a
     participating  security  from a  certificated  share  to  an
     uncertificated share and from an uncertificated share  to  a
     certificated share.

(D)  The Company may give notice to a member requiring the member
     to  change  uncertificated shares to certificated shares  by
     the  time  stated in the notice.  The notice may also  state
     that  the  member  may  not change  certificated  shares  to
     uncertificated shares.  If the member does not  comply  with
     the  notice, the board may authorise a person to change  the
     uncertificated shares to certificated shares in the name and
     on behalf of the member.

(E)  While  a class of shares is a participating security,  these
     articles only apply to an uncertificated share of that class
     to the extent that they are consistent with:

          (i)    the   holding  of  shares  of  that   class   in
          uncertificated form;

          (ii)  the transfer of title to shares of that class  by
          means of a relevant system; and

          (iii)     the Uncertificated Securities Regulations.


                      SHARE CERTIFICATES

11.  Right to certificate

(A)  Subject to the Acts and the requirements of the London Stock
     Exchange, a person (except a recognised person in respect of
     whom the Company is not required by law to complete and have
     ready for delivery a certificate) on becoming the holder  of
     a  certificated share is entitled, unless the terms of issue
     of  the  shares  provide otherwise, without charge,  to  one
     certificate  for  all the certificated  shares  of  a  class
     registered  in  his  name or, in the  case  of  certificated
     shares of more than one class being registered in his  name,
     to a separate certificate for each class of shares.

(B)  Where  a  member (other than a recognised person)  transfers
     part  of  his  shares  comprised  in  a  certificate  he  is
     entitled, without charge, to one certificate for the balance
     of certificated shares retained by him.

(C)  The  Company is not bound to issue more than one certificate
     for  certificated shares held jointly by two or more persons
     and  delivery  of  a  certificate to  one  joint  holder  is
     sufficient delivery to all joint holders.

(D)  A  certificate  shall specify the number and class  and  the
     distinguishing numbers (if any) of the shares in respect  of
     which it is issued and the amount paid up on the shares.  It
     shall  be  issued under a seal, which may be affixed  to  or
     printed  on  it, or in such other manner as  the  board  may
     approve, having regard to the terms of allotment or issue of
     the   shares  and  the  requirements  of  the  London  Stock
     Exchange.

12.  Replacement certificates

(A)  Where a member holds two or more certificates for shares  of
     one class, the board may at his request, on surrender of the
     original   certificates  and  without  charge,  cancel   the
     certificates and issue a single replacement certificate  for
     certificated shares of that class.

(B)  At  the  request  of  a  member,  the  board  may  cancel  a
     certificate and issue two or more in its place (representing
     certificated  shares in such proportions as the  member  may
     specify),  on surrender of the original certificate  and  on
     payment of such reasonable sum as the board may decide.

(C)  Where a certificate is worn out, defaced, lost or destroyed,
     the  board may cancel it and issue a replacement certificate
     on  such terms as to provision of evidence and indemnity and
     to   payment  of  any  exceptional  out-of-pocket   expenses
     incurred  by  the  Company  in  the  investigation  of  that
     evidence and the preparation of that indemnity as the  board
     may  decide,  and  on surrender of the original  certificate
     (where it is worn out or defaced).

                             LIEN

13.  Company's lien on shares not fully paid

(A)  The  Company  has a first and paramount lien on every  share
     (other than a fully-paid share) registered in the name of  a
     member  (whether solely or jointly with another person)  for
     an  amount payable in respect of the share, whether the  due
     date  for  payment has arrived or not.  The lien applies  to
     all  dividends  from time to time declared or other  amounts
     payable in respect of the share.

(B)  The  board  may  either generally or in  a  particular  case
     declare  a  share  to be wholly or partly  exempt  from  the
     provisions  of this article.  Unless otherwise  agreed  with
     the  transferee, the registration of a transfer of  a  share
     operates as a waiver of the Company's lien (if any) on  that
     share.

14.  Enforcement of lien by sale

(A)  For  the  purpose of enforcing the lien, the board may  sell
     shares  subject to the lien in such manner as it may decide,
     if  the  due  date for payment of the relevant  amounts  has
     arrived  and payment is not made within 14 clear days  after
     the  service of a notice in writing (stating, and  demanding
     payment  of, the amounts and giving notice of the  intention
     to  sell in default of payment) on the member concerned  (or
     to a person entitled by transmission to the shares).

(B)  To  give effect to a sale, the board may authorise a  person
     to  transfer  the shares in the name and on  behalf  of  the
     holder  of  or  the person entitled by transmission  to  the
     shares  to  the purchaser or his nominee.  The purchaser  is
     not  bound  to see to the application of the purchase  money
     and  the  title  of  the transferee is not  affected  by  an
     irregularity  in or invalidity of the proceedings  connected
     with the sale.

15.  Application of proceeds of sale

     The  net proceeds of a sale effected under article 14, after
     payment  of the costs of the sale, shall be applied  by  the
     Company  in or towards satisfaction of the amount in respect
     of  which  the lien exists.  Any residue shall (on surrender
     to  the Company for cancellation of any certificate for  the
     shares  sold,  or  the provision of an  indemnity  (with  or
     without  security)  as to any lost or destroyed  certificate
     required by the board and subject to a like lien for amounts
     not  presently payable as existed on the shares  before  the
     sale)  be  paid  to  the  member or  a  person  entitled  by
     transmission to the shares immediately before the sale.

                       CALLS ON SHARES

16.  Calls

     Subject  to the terms of allotment or issue, the  board  may
     make  calls on members in respect of amounts unpaid  on  the
     shares  or  a  class  of  shares held by  them  respectively
     (whether in respect of nominal value or a premium)  and  not
     payable  on a date fixed by or in accordance with the  terms
     of  allotment or issue.  Each member shall (on receiving  at
     least  14  clear  days'  notice specifying  when  and  where
     payment is to be made) pay to the Company the amount  called
     as  required by the notice.  A call may be made  payable  by
     instalments  and  may,  at any time before  receipt  by  the
     Company  of an amount due, be revoked or postponed in  whole
     or  in part as the board may decide.  A call is deemed  made
     at  the time when the resolution of the board authorising it
     is  passed.  A person on whom a call is made remains  liable
     to  pay the amount called despite the subsequent transfer of
     the  share in respect of which the call is made.  The  joint
     holders  of  a  share are jointly and severally  liable  for
     payment of a call in respect of that share.

17.  Power to differentiate

     The board may make arrangements on the allotment or issue of
     shares for a difference between the allottees or holders  in
     the amounts and times of payment of a call on their shares.

18.  Interest on calls

     If  the  whole of the amount called is not paid on or before
     the date fixed for payment, the person by whom it is payable
     shall pay interest on the unpaid amount at such rate as  may
     be fixed by the terms of allotment or issue of the share or,
     if  no  rate is fixed, at such rate (not exceeding,  without
     the sanction of the Company given by ordinary resolution, 20
     per  cent.  per  annum) as the board may  decide,  from  and
     including the date fixed for payment until but excluding the
     date  of  actual payment and all costs, charges and expenses
     incurred  by the Company by reason of the non-payment.   The
     board may waive payment of the interest in whole or in part.

19.  Payment in advance

     The  board may, if it thinks fit, receive from a member  all
     or part of the amounts uncalled and unpaid on shares held by
     him.   A  payment  in advance of calls extinguishes  to  the
     extent  of  the payment the liability of the member  on  the
     shares in respect of which it is made.  The Company may  pay
     interest on the amount paid in advance, or on so much of  it
     as from time to time exceeds the amount called on the shares
     in respect of which the payment in advance has been made, at
     such  rate  (not  exceeding, without  the  sanction  of  the
     Company  given  by  ordinary resolution, 20  per  cent.  per
     annum) as the board may decide.

20.  Amounts due on allotment or issue treated as calls

     An  amount  which becomes payable in respect of a  share  on
     allotment or issue or on a date fixed pursuant to the  terms
     of  allotment or issue (whether in respect of nominal  value
     or  a premium) or as an instalment of a call is deemed to be
     a  call.   In  case  of non-payment, the provisions  of  the
     articles  as  to payment of interest and costs, charges  and
     expenses,  forfeiture or otherwise apply as if  that  amount
     has become payable by virtue of a call.

                          FORFEITURE

21.  Notice if call not paid

     If  a  member  fails  to  pay the whole  of  a  call  or  an
     instalment  of  a  call  on or before  the  date  fixed  for
     payment, the board may serve notice on the member  or  on  a
     person  entitled by transmission to the share in respect  of
     which  the  call was made demanding payment, on a  date  not
     less than 14 clear days from the date of the notice, of  the
     amount  of  the call outstanding and any interest  that  may
     have  accrued  on  it  and all costs, charges  and  expenses
     incurred  by the Company by reason of the non-payment.   The
     notice  shall  state (i) the place where payment  is  to  be
     made,  and (ii) that if the notice is not complied with  the
     share  in respect of which the call was made will be  liable
     to be forfeited.

22.  Forfeiture for non-compliance

     If  the  notice  referred to in article 21 is  not  complied
     with,  a share in respect of which it is given may,  at  any
     time before payment required by the notice has been made, be
     forfeited  by  a  resolution of the board.   The  forfeiture
     includes all dividends declared or other amounts payable  in
     respect  of  the  forfeited share and not  paid  before  the
     forfeiture.

23.  Notice after forfeiture

     When  a  share has been forfeited, the Company  shall  serve
     notice  of  the  forfeiture on the  person  who  was  before
     forfeiture the holder of the share or the person entitled by
     transmission  to the share but no forfeiture is  invalidated
     by  an  omission to give notice.  An entry of the  fact  and
     date of forfeiture shall be made in the register.

24.  Disposal of forfeited shares

(A)  Until  cancelled  in accordance with the Acts,  a  forfeited
     share  and all rights attaching to it are deemed to  be  the
     property  of  the  Company and may be sold,  re-allotted  or
     otherwise  disposed of either to the person who  was  before
     the  forfeiture  the holder or to another  person,  on  such
     terms and in such manner as the board may decide.  Where for
     this  purpose  a  forfeited share is to be transferred,  the
     board  may authorise a person to transfer the share  to  the
     transferee.   The Company may receive the consideration  (if
     any)  for  the  share on its disposal and may  register  the
     transferee as the holder of the share.

(B)  The  board  may before a forfeited share has been cancelled,
     sold,  re-allotted  or  otherwise  disposed  of  annul   the
     forfeiture on such conditions as it thinks fit.

(C)  A  statutory declaration by a director or the secretary that
     a  share  has  been  forfeited on the  date  stated  in  the
     declaration  is conclusive evidence of the facts  stated  in
     the  declaration against all persons claiming to be entitled
     to  the share.  The declaration (subject if necessary to the
     transfer  of the share) constitutes good title to the  share
     and the person to whom the share is disposed of is not bound
     to  see  to  the application of the consideration (if  any).
     His title to the share is not affected by an irregularity in
     or   invalidity  of  the  proceedings  connected  with   the
     forfeiture or disposal.

25.  Arrears to be paid notwithstanding forfeiture

     A person whose share has been forfeited ceases on forfeiture
     to  be a member in respect of it and shall surrender to  the
     Company  for cancellation any certificate for the  forfeited
     share  or  shares.   He remains liable  to  pay,  and  shall
     immediately pay to the Company, all calls, interest,  costs,
     charges  and expenses owing in respect of the share  at  the
     time  of  forfeiture,  with  interest,  from  the  time   of
     forfeiture  until payment, at such rate as may be  fixed  by
     the  terms of allotment or issue of the share or, if no rate
     is  fixed, at the rate (not exceeding, without the  sanction
     of  the  Company given by ordinary resolution, 20 per  cent.
     per  annum) as the board may decide.  The board  may  if  it
     thinks  fit enforce payment without allowance for the  value
     of  the share at the time of forfeiture or for consideration
     received on disposal.

26.  Surrender

     The  board may accept the surrender of a share liable to  be
     forfeited  and  in that case references in the  articles  to
     forfeiture include surrender.

                    UNTRACED SHAREHOLDERS

27.  Power of sale

(A)  The  Company may sell the share of a member or of  a  person
     entitled by transmission if:

          (i)   during a period of not less than 12 years  before
          the  date of publication of the advertisements referred
          to  in  paragraph  (A)(iii) (or, if  published  on  two
          different   dates,  the  first  date)  (the   "relevant
          period")  the  Company has paid  at  least  three  cash
          dividends (whether interim or final) in respect of  the
          share;

          (ii)  throughout the relevant period no cheque, warrant
          or  money order sent by the Company by post in  a  pre-
          paid  envelope addressed to the holder of the share  or
          to  the person entitled by transmission to the share in
          accordance  with article 123(B) has been  presented  to
          the  paying bank, no payment made by the Company by any
          other  means  permitted  by  article  123(B)  has  been
          claimed  or  accepted  and no  communication  has  been
          received  by  the  Company from the  member  or  person
          entitled by transmission (in his capacity as member  or
          person entitled by transmission);

          (iii)      on expiry of the relevant period the Company
          has given notice of its intention to sell the share  by
          advertisement  in  a  national  newspaper  and   in   a
          newspaper  circulating  in  the  area  of  the  address
          referred to in paragraph (A)(ii);

          (iv) the Company has not, so far as the board is aware,
          during a further period of three months after the  date
          of the advertisements referred to in paragraph (A)(iii)
          (or  the later advertisement if the advertisements  are
          published  on different dates) and before the  exercise
          of  the power of sale received a communication from the
          member  or  person  entitled by  transmission  (in  his
          capacity as member or person entitled by transmission);
          and

          (v)   the Company has first given notice in writing  to
          the  London Stock Exchange of its intention to sell the
          share.

(B)  In addition to the power of sale conferred by paragraph (A),
     if  during the relevant period or a further period ending on
     the  date when all the requirements of paragraphs (A)(i)  to
     (v)  have  been  satisfied  an  additional  share  has  been
     allotted  or  issued in right of that held at the  beginning
     of,  or  previously  so  allotted or  issued  during,  those
     periods and all the requirements of paragraphs (A)(i) to (v)
     have been satisfied in respect of the additional share,  the
     Company is entitled to sell the additional share.

(C)  To  give effect to a sale pursuant to paragraphs (A) or (B),
     the  board may authorise a person to transfer the  share  in
     the  name  and  on behalf of the holder of,  or  the  person
     entitled  by transmission to, the share to the purchaser  or
     his  nominee.   The purchaser is not bound  to  see  to  the
     application  of  the purchase money and  the  title  of  the
     transferee  is not affected by an irregularity or invalidity
     in the proceedings connected with the sale of the share.

28.  Application of proceeds of sale

     The  Company  shall account to the member  or  other  person
     entitled  by transmission to the share for the net  proceeds
     of  sale  by  carrying  any amount received  on  sale  to  a
     separate account.  The Company is deemed to be a debtor  and
     not  a  trustee in respect of that amount for the member  or
     other  person.   Any amount carried to the separate  account
     may  either  be employed in the business of the  Company  or
     invested as the board may think fit.  No interest is payable
     on  that  amount and the Company is not required to  account
     for money earned on it.

                      TRANSFER OF SHARES

29.  Form of transfer

(A)  A  member may transfer all or any of his certificated shares
     by instrument of transfer in writing in any usual form or in
     another form approved by the board, and the instrument shall
     be  executed by or on behalf of the transferor and  (in  the
     case of a transfer of a share which is not fully paid) by or
     on behalf of the transferee.

(B)  A  member  may  transfer  all or any of  his  uncertificated
     shares  in  accordance  with  the Uncertificated  Securities
     Regulations.

(C)  The transferor of a share is deemed to remain the holder  of
     the share until the name of the transferee is entered in the
     register in respect of it.

30.  Right to refuse registration

(A)  Subject  to  article 68 and the requirements of  the  London
     Stock  Exchange,  the board may, in its absolute  discretion
     and without giving a reason, refuse to register the transfer
     of  a  certificated  share which is not fully  paid  or  the
     transfer of a certificated share on which the Company has  a
     lien.  If that share has been admitted to the Official  List
     of  the  London Stock Exchange, the board may not refuse  to
     register the transfer if this would prevent dealings in  the
     share from taking place on an open and proper basis.

(B)  Subject  to  article 68 and the requirements of  the  London
     Stock   Exchange,  the  board  may  also,  in  its  absolute
     discretion  and without giving a reason, refuse to  register
     the transfer of a certificated share or a renunciation of  a
     renounceable letter of allotment unless all of the following
     conditions are satisfied:

          (i)  it is in respect of only one class of shares;

          (ii)  it  is  in  favour  of  a  single  transferee  or
          renouncee  or  not more than four joint transferees  or
          renouncees;

          (iii)     it is duly stamped (if required); and

          (iv) it is delivered for registration to the office  or
          such  other  place as the board may decide, accompanied
          by  the  certificate for the shares to which it relates
          (except  in  the  case of a transfer  by  a  recognised
          person where a certificate has not been issued,  or  in
          the case of a renunciation) and such other evidence  as
          the board may reasonably require to prove the title  of
          the   transferor  or  person  renouncing  and  the  due
          execution by him of the transfer or renunciation or, if
          the  transfer or renunciation is executed by some other
          person  on his behalf, the authority of that person  to
          do so.

(C)  If  the  board  refuses  to  register  the  transfer  of   a
     certificated  share it shall, within two  months  after  the
     date on which the transfer was lodged with the Company, send
     notice  of the refusal to the transferee.  An instrument  of
     transfer  which the board refuses to register shall  (except
     in  the  case of suspected fraud) be returned to the  person
     depositing  it.   Subject to article 140,  the  Company  may
     retain all instruments of transfer which are registered.

31.  Fees on registration

     The  Company  may  not  charge a  fee  for  registering  the
     transfer  of  a share or the renunciation of a  renounceable
     letter  of  allotment  or  other  document  relating  to  or
     affecting  the title to a share or the right to transfer  it
     or for making any other entry in the register.

32.  Suspension of registration and closing of register

     Subject to the Acts and the requirements of the London Stock
     Exchange, the registration of transfers may be suspended  at
     such times and for such period (not exceeding 30 days in any
     year)  as  the board may decide and either generally  or  in
     respect of a particular class of shares.

                   TRANSMISSION OF SHARES

33.  On death

(A)  The  Company  may recognise only the personal representative
     or representatives of a deceased member as having title to a
     share  held  by that member alone or to which he  alone  was
     entitled.  In the case of a share held jointly by more  than
     one  person, the Company may recognise only the survivor  or
     survivors as being entitled to it.

(B)  Nothing  in  the articles releases the estate of a  deceased
     member  from liability in respect of a share which has  been
     solely or jointly held by him.

34.  Election of person entitled by transmission

(A)  A  person becoming entitled by transmission to a share  may,
     on  production of any evidence the board may require,  elect
     either  to  be  registered as a member or to have  a  person
     nominated by him registered as a member.

(B)  If  he elects to be registered himself, he shall give notice
     to the Company to that effect.  If he elects to have another
     person registered, he shall:

          (i)   if  it  is  a  certificated  share,   execute  an
          instrument of transfer of the share to that person; or

          (ii) if it is an uncertificated share:

                     (a)   transfer the share to that  person  by
               means of a relevant system; or

                    (b)  change the share to a certificated share
               and execute an instrument of transfer of the share
               to that person.

(C)  All  the provisions of the articles relating to the transfer
     of  certificated shares apply to the notice or instrument of
     transfer (as the case may be) as if it were an instrument of
     transfer executed by the member and his death, bankruptcy or
     other event giving rise to a transmission of entitlement had
     not occurred.

(D)  The  board  may give notice requiring a person to  make  the
     election  referred to in article 34(A).  If that  notice  is
     not  complied  with within 60 days, the board  may  withhold
     payment  of  all  dividends  and other  amounts  payable  in
     respect of the share until notice of election has been made.

35.  Rights on transmission

     Where  a person becomes entitled by transmission to a share,
     the  rights  of the holder in relation to that share  cease.
     The  person  entitled by transmission may, however,  give  a
     good  discharge for dividends and other amounts  payable  in
     respect  of the share and, subject to articles 34  and  123,
     has  the rights to which he would be entitled if he were the
     holder of the share.  The person entitled by transmission is
     not,  however, before he is registered as the holder of  the
     share  entitled  in respect of it to receive  notice  of  or
     exercise  rights  conferred  by membership  in  relation  to
     meetings of the Company or a separate meeting of the holders
     of a class of shares.

                 ALTERATION OF SHARE CAPITAL

36.  Increase, consolidation, sub-division and cancellation

     The Company may by ordinary resolution:

          (i)   increase its share capital by a sum to be divided
          into shares of an amount prescribed by the resolution;

          (ii)  consolidate and divide all or any  of  its  share
          capital  into  shares  of  a  larger  amount  than  its
          existing shares;

          (iii)     subject to the Acts, sub-divide all or any of
          its  shares into shares of a smaller amount and may  by
          the  resolution  decide that the shares resulting  from
          the  sub-division have amongst themselves a  preference
          or other advantage or be subject to a restriction; and

          (iv) cancel shares which, at the date of the passing of
          the  resolution, have not been taken or  agreed  to  be
          taken  by a person and diminish the amount of its share
          capital by the amount of the shares so cancelled.

37.  Fractions

(A)  If,  as  the  result of consolidation and division  or  sub-
     division of shares, members become entitled to fractions  of
     a  share,  the board may on behalf of the members deal  with
     the  fractions as it thinks fit.  In particular,  the  board
     may:

          (i)   sell fractions of a share to a person (including,
          subject to the Acts, to the Company) for the best price
          reasonably  obtainable and distribute the net  proceeds
          of  sale in due proportion amongst the persons entitled
          (except that if the amount due to a person is less than
          ,3,  or such other sum as the board may decide, the sum
          may be retained for the benefit of the Company); or

          (ii)  subject to the Acts, allot or issue to  a  member
          credited  as  fully  paid by way of capitalisation  the
          minimum  number  of shares required  to  round  up  his
          holding   of  shares  to  a  number  which,   following
          consolidation  and division or sub-division,  leaves  a
          whole  number of shares (such allotment or issue  being
          deemed   to  have  been  effected  immediately   before
          consolidation or sub-division, as the case may be).

(B)  To  give  effect to a sale pursuant to article 37(A)(i)  the
     board  may authorise a person to transfer the shares to  the
     purchaser  or  his nominee and may cause  the  name  of  the
     purchaser  or his nominee to be entered in the  register  as
     the holder of the shares.  The purchaser is not bound to see
     to  the  application of the purchase money and the title  of
     the  transferee  to  the  shares  is  not  affected  by   an
     irregularity or invalidity in the proceedings connected with
     the sale.

(C)  If  shares  are  allotted  or  issued  pursuant  to  article
     37(A)(ii), the amount required to pay up those shares may be
     capitalised as the board thinks fit out of amounts  standing
     to  the  credit  of  reserves  (including  a  share  premium
     account,  capital  redemption reserve and  profit  and  loss
     account),  whether  or not available for  distribution,  and
     applied  in  paying  up  in full the appropriate  number  of
     shares.  A resolution of the board capitalising part of  the
     reserves  has  the same effect as if the capitalisation  had
     been declared by ordinary resolution of the Company pursuant
     to article 130.  In relation to the capitalisation the board
     may  exercise all the powers conferred on it by article  130
     without an ordinary resolution of the Company.

38.  Reduction of capital

     Subject  to the Acts and to the rights attached to  existing
     shares,  the  Company may by special resolution  reduce  its
     share  capital, capital redemption reserve and share premium
     account in any way.

39.  Purchase of own shares

     Subject to the Acts and the requirements of the London Stock
     Exchange,  the  Company may purchase  shares  of  any  class
     (including redeemable shares) in its own capital in any way.

                       GENERAL MEETINGS

40.  Annual general meeting

     The  Company shall hold annual general meetings, which shall
     be convened by the board, in accordance with the Acts.

41.  Extraordinary general meeting

     All  general  meetings  of  the Company  other  than  annual
     general meetings are called extraordinary general meetings.

42.  Convening of extraordinary general meetings

     The  board  may  convene  an extraordinary  general  meeting
     whenever   it  thinks  fit.   The  board  must  convene   an
     extraordinary general meeting immediately on  receipt  of  a
     requisition from members in accordance with the Acts and  in
     default  a  meeting  may be convened by  requisitionists  as
     provided  in  the  Acts.   At  a  meeting  convened   on   a
     requisition  or  by  requisitionists  no  business  may   be
     transacted except that stated by the requisition or proposed
     by  the board.  An extraordinary general meeting may also be
     convened in accordance with article 93.

43.  Length and form of notice

(A)  An  annual  general  meeting and  an  extraordinary  general
     meeting called for the passing of a special resolution shall
     be called by not less than 21 clear days' notice.  All other
     extraordinary general meetings shall be called by  not  less
     than 14 clear days' notice.

(B)  Subject  to the Acts, and although called by shorter  notice
     than  that specified in paragraph (A), a general meeting  is
     deemed to have been duly called if it is so agreed:

          (i)   in the case of an annual general meeting, by  all
          the members entitled to attend and vote at the meeting;
          and

          (ii)  in the case of another meeting, by a majority  in
          number of the members having a right to attend and vote
          at  the meeting, being a majority together holding  not
          less  than 95 per cent. in nominal value of the  shares
          giving that right.

(C)  The notice of meeting shall specify:

          (i)   whether the meeting is an annual general  meeting
          or an extraordinary general meeting;

          (ii) the place, the date and the time of the meeting;

          (iii)      in the case of special business, the general
          nature of that business;

          (iv)  if  the meeting is convened to consider a special
          or   an  extraordinary  resolution,  the  intention  to
          propose the resolution as such; and

          (v)  with reasonable prominence, that a member entitled
          to  attend and vote may appoint one or more proxies  to
          attend  and, on a poll, vote instead of him and that  a
          proxy need not also be a member.

(D)  The  notice of meeting shall be given to the members  (other
     than  any who, under the provisions of the articles  or  the
     terms  of allotment or issue of shares, are not entitled  to
     receive notice), to the directors and to the auditors.

44.  Omission to send notice

     The  accidental omission to send a notice of meeting or,  in
     cases where it is sent out with the notice, an instrument of
     proxy to, or the non-receipt of either by, a person entitled
     to  receive  it  does not invalidate the  proceedings  at  a
     general meeting.

45.  Special business

     All  business  transacted  at a general  meeting  is  deemed
     special  except the following business at an annual  general
     meeting:

          (i)   the  receipt  and  consideration  of  the  annual
          accounts, the directors' report and auditors' report on
          those accounts;

          (ii) the appointment of directors and other officers in
          place  of  those  retiring  by  rotation  or  otherwise
          ceasing to hold office;

          (iii)     the declaration of dividends; and

          (iv)  the  appointment  of the auditors  (when  special
          notice  of  the  resolution  for  appointment  is   not
          required  by the Acts) and the fixing, or determination
          of the manner of the fixing, of their remuneration.

               PROCEEDINGS AT GENERAL MEETINGS

46.  Quorum

(A)  No business may be transacted at a general meeting unless  a
     quorum is present.  The absence of a quorum does not prevent
     the  appointment  of  a  chairman  in  accordance  with  the
     articles,  which is not treated as part of the  business  of
     the meeting.

(B)  The  quorum  for a general meeting is for all  purposes  two
     members present in person or by proxy and entitled to vote.

47.  Procedure if quorum not present

(A)  If  a  quorum is not present within thirty minutes from  the
     time  fixed  for the start of the meeting, the  meeting,  if
     convened  by or on the requisition of members, is dissolved.
     In  any  other case it stands adjourned to such time  (being
     not less than 14 days nor more than 28 days later) and place
     as the chairman (or, in default, the board) decides.

(B)  At an adjourned meeting the quorum is two members present in
     person or by proxy and entitled to vote.  If a quorum is not
     present  within  five minutes from the time  fixed  for  the
     start of the meeting, the adjourned meeting is dissolved.

(C)  The  Company  shall  give not less than  seven  clear  days'
     notice of any meeting adjourned for the lack of a quorum and
     the notice shall state the quorum requirement.

48.  Chairman

     The  chairman (if any) of the board or, in his absence,  the
     deputy  chairman  (if any) shall preside as  chairman  at  a
     general meeting. If there is no chairman or deputy chairman,
     or  if  at a meeting neither is present within five  minutes
     after the time fixed for the start of the meeting or neither
     is willing to act, the directors present shall select one of
     their  number  to  be  chairman.  If only  one  director  is
     present  and  willing  to act, he  shall  be  chairman.   In
     default, the members present in person and entitled to  vote
     shall choose one of their number to be chairman.

49.  Director's right to attend and speak

     A  director  is entitled to attend and speak  at  a  general
     meeting and at a separate meeting of the holders of a  class
     of shares or debentures whether or not he is a member.

50.  Power to adjourn

(A)  The  chairman may, with the consent of a meeting at which  a
     quorum is present (and shall, if so directed by the meeting)
     adjourn a meeting from time to time and from place to  place
     or for an indefinite period.

(B)  Without prejudice to any other power which he may have under
     the  provisions  of  the  articles or  at  common  law,  the
     chairman  may, without the consent of the meeting, interrupt
     or  adjourn  a meeting from time to time and from  place  to
     place or for an indefinite period if he decides that it  has
     become  necessary to do so in order to (i) secure the proper
     and  orderly  conduct of the meeting, (ii) give all  persons
     entitled  to do so a reasonable opportunity of speaking  and
     voting at the meeting, or (iii) ensure that the business  of
     the meeting is properly disposed of.

51.  Notice of adjourned meeting

     Without  prejudice to article 47(C), whenever a  meeting  is
     adjourned  for 28 days or more or for an indefinite  period,
     at least seven clear days' notice specifying the place, date
     and time of the adjourned meeting and the general nature  of
     the  business to be transacted shall be given to the members
     (other than any who, under the provisions of the articles or
     the  terms  of  allotment or issue of the  shares,  are  not
     entitled to receive notice), the directors and the auditors.
     Except in these circumstances, and subject to article 47(C),
     it  is  not necessary to give notice of an adjourned meeting
     or  of  the  business  to  be transacted  at  the  adjourned
     meeting.

52.  Business at adjourned meeting

     No  business may be transacted at an adjourned meeting other
     than  the business which might properly have been transacted
     at the meeting from which the adjournment took place.

53.  Accommodation of members at meeting

     If  it  appears  to  the  chairman that  the  meeting  place
     specified  in the notice convening the meeting is inadequate
     to  accommodate all members entitled and wishing to  attend,
     the meeting is duly constituted and its proceedings valid if
     the  chairman  is  satisfied that  adequate  facilities  are
     available  to  ensure  that a member who  is  unable  to  be
     accommodated is able to (i) participate in the business  for
     which  the meeting has been convened, (ii) hear and see  all
     persons   present  who  speak  (whether  by   the   use   of
     microphones,   loud-speakers,  audio-visual   communications
     equipment  or  otherwise), whether in the meeting  place  or
     elsewhere, and (iii) be heard and seen by all other  persons
     present in the same way.

54.  Security

     The   board   may  make  any  arrangement  and  impose   any
     restriction it considers appropriate to ensure the  security
     of a meeting including, without limitation, the searching of
     a  person attending the meeting and the restriction  of  the
     items  of  personal  property that may  be  taken  into  the
     meeting place.  The board is entitled to refuse entry  to  a
     meeting  to  a  person  who refuses  to  comply  with  these
     arrangements or restrictions.

                            VOTING

55.  Method of voting

(A)  At  a  general meeting, a resolution put to the vote of  the
     meeting is decided by a show of hands unless (before  or  on
     the  declaration of the result of the show of hands) a  poll
     is duly demanded.

(B)  Subject  to the Acts, a poll may be demanded on any question
     by:

          (i)  the chairman of the meeting;

          (ii) not less than five members present in person or by
          proxy and entitled to vote;

          (iii)      a member or members present in person or  by
          proxy representing in aggregate not less than one-tenth
          of  the  total voting rights of all the members  having
          the right to vote at the meeting; or

          (iv)  a member or members present in person or by proxy
          holding  shares  conferring a  right  to  vote  at  the
          meeting,  being  shares on which an aggregate  sum  has
          been  paid up equal to not less than one-tenth  of  the
          total  sum  paid  up on all the shares conferring  that
          right.

     A  demand by a proxy is deemed to be a demand by the  member
     appointing the proxy.

(C)  Unless a poll is demanded and the demand is not withdrawn, a
     declaration  by  the chairman that the resolution  has  been
     carried, or carried by a particular majority, or lost or not
     carried  by  a  particular majority, and an  entry  to  that
     effect in the book containing the minutes of proceedings, is
     conclusive evidence of the fact without proof of the  number
     or  proportion of the votes recorded in favour of or against
     the resolution.

56.  Procedure on a poll

(A)  If  a  poll is properly demanded, it shall be taken in  such
     manner as the chairman directs.  He may appoint scrutineers,
     who  need  not be members, and may fix a time and place  for
     declaring the result of the poll.  The result of the poll is
     deemed to be the resolution of the meeting at which the poll
     is demanded.

(B)  A  poll  demanded on the election of a chairman  or  on  any
     question  of  adjournment shall be taken at the meeting  and
     without  adjournment.  A poll demanded on  another  question
     shall  be  taken  at  such time and place  as  the  chairman
     decides,  either at once or after an interval or adjournment
     (but  not  more  than 30 clear days after the  date  of  the
     demand).

(C)  No  notice need be given of a poll not taken immediately  if
     the  time and place at which it is to be taken are announced
     at  the meeting at which it is demanded.  In any other  case
     at  least seven clear days' notice shall be given specifying
     the time and place at which the poll is to be taken.

(D)  The  demand  for a poll may be withdrawn but only  with  the
     consent  of  the chairman.  A demand withdrawn in  this  way
     validates the result of a show of hands declared before  the
     demand  is made.  In the case of a poll demanded before  the
     declaration  of the result of a show of hands,  the  meeting
     shall continue as if the demand has not been made.

(E)  The  demand  for a poll (other than on the election  of  the
     chairman  or on a question of adjournment) does not  prevent
     the meeting continuing for the transaction of business other
     than the question on which a poll has been demanded.

(F)  On  a  poll, votes may be given in person or by proxy and  a
     member entitled to more than one vote need not, if he votes,
     use  all his votes or cast all the votes he uses in the same
     way, whether present in person or by proxy.

57.  Votes of members

(A)  Subject  to special terms as to voting on which shares  have
     been  allotted  or issued, or a suspension or abrogation  of
     voting rights pursuant to the articles, at a general meeting
     every  member present in person has on a show of  hands  one
     vote and every member present in person or by proxy has on a
     poll one vote for every share of which he is the holder.

(B)  In  the  case of joint holders of a share, the vote  of  the
     senior  who tenders a vote, whether in person or  by  proxy,
     shall  be accepted to the exclusion of the vote or votes  of
     the  other  joint  holder  or  holders,  and  seniority   is
     determined  by the order in which the names of  the  holders
     stand in the register.

(C)  A  member  in respect of whom an order has been  made  by  a
     court or official having jurisdiction (whether in the United
     Kingdom  or  elsewhere) that he is or may be suffering  from
     mental  disorder or is otherwise incapable  of  running  his
     affairs  may vote, whether on a show of hands or on a  poll,
     by  his  guardian, receiver, curator bonis or  other  person
     authorised for that purpose and appointed by the  court.   A
     guardian,  receiver, curator bonis or other  authorised  and
     appointed  person may, on a poll, vote by proxy if  evidence
     (to  the satisfaction of the board) of the authority of  the
     person  claiming to exercise the right to vote is  deposited
     at  the  office (or at another place specified in accordance
     with  the articles for the deposit of instruments of  proxy)
     within  the time limits prescribed by the articles  for  the
     deposit  of  instruments of proxy for use  at  the  meeting,
     adjourned meeting or poll at which the right to vote  is  to
     be exercised.

58.  Casting vote

     In  the case of an equality of votes the chairman has, on  a
     show  of hands and on a poll, a casting vote in addition  to
     any vote to which he is entitled as a member.

59.  Restriction on voting rights for unpaid calls etc.

     Unless the board otherwise decides, no member is entitled in
     respect  of  a share held by him to be present or  to  vote,
     either in person or by proxy, at a general meeting or  at  a
     separate meeting of the holders of class of shares or  on  a
     poll, or to exercise other rights conferred by membership in
     relation  to the meeting or poll, if a call or other  amount
     due  and  payable in respect of the share is  unpaid.   This
     restriction ceases on payment of the amount outstanding  and
     all  costs, charges and expenses incurred by the Company  by
     reason of the non-payment.

60.  Voting by proxy

(A)  An  instrument appointing a proxy shall be in writing in any
     usual  form  (or  in  another form approved  by  the  board)
     executed  by the appointor or his duly constituted  attorney
     or,  if the appointor is a company, under its seal or  under
     the hand of its duly authorised officer or attorney or other
     person authorised to sign.

(B)  An  instrument  of proxy is deemed (unless the  contrary  is
     stated  in  it)  to confer authority to demand  or  join  in
     demanding a poll and to vote on a resolution or amendment of
     a  resolution  put to, or other business which may  properly
     come  before, the meeting or meetings for which it is given,
     as the proxy thinks fit.

(C)  A proxy need not be a member.

(D)  A  member may appoint more than one proxy to attend  on  the
     same  occasion.   When  two  or  more  valid  but  differing
     instruments  of proxy are delivered for the same  share  for
     use  at  the  same  meeting, the one which is  last  validly
     delivered  (regardless  of its  date  or  the  date  of  its
     execution)  shall be treated as replacing and  revoking  the
     other or others as regards that share.

(E)  Deposit of an instrument of proxy does not prevent a  member
     attending  and  voting  in  person  at  the  meeting  or  an
     adjournment of the meeting or on a poll.

(F)  An  instrument of proxy is (unless the contrary is stated in
     it)  valid for an adjournment of the meeting as well as  for
     the  meeting or meetings to which it relates.  An instrument
     of proxy is valid for 12 months from the date of execution.

(G)  Subject to the Acts and the requirements of the London Stock
     Exchange, the Company may send an instrument of proxy to all
     or  none of the persons entitled to receive notice of and to
     vote at a meeting.  If sent the instrument shall provide for
     two-way voting (without prejudice to a right to abstain)  on
     all resolutions set out in the notice of meeting.

61.  Deposit of proxy

     An  instrument of proxy, and (if required by  the  board)  a
     power  of  attorney  or other authority under  which  it  is
     executed  or a copy of it notarially certified or  certified
     in some other way approved by the board, shall be:

          (i)   deposited at the office, or another place in  the
          United  Kingdom specified in the notice  convening  the
          meeting   or  in  an  instrument  of  proxy  or   other
          accompanying document sent by the Company  in  relation
          to  the meeting, not less than 48 hours before the time
          for  holding  the meeting or adjourned meeting  or  the
          taking  of  a  poll at which the person  named  in  the
          instrument proposes to vote;

          (ii)  in the case of a meeting adjourned for less  than
          28 days but more than 48 hours or in the case of a poll
          taken   more  than  48  hours  after  it  is  demanded,
          deposited as required by paragraph (i) not less than 24
          hours before the time appointed for the holding of  the
          adjourned meeting or the taking of the poll; or

          (iii)      in the case of a meeting adjourned for  less
          than  48  hours  or  in the case of a  poll  not  taken
          immediately but taken not more than 48 hours  after  it
          was demanded, delivered at the adjourned meeting or  at
          the  meeting  at  which the poll was  demanded  to  the
          chairman or to the secretary or to a director.

     An  instrument  of  proxy  not  deposited  or  delivered  in
     accordance with this article is invalid.

62.  When votes by proxy valid though authority revoked

     A  vote  given  or  poll demanded by a proxy  or  authorised
     representative of a company is valid despite termination  of
     his  authority unless notice of termination is  received  by
     the  Company  at  the office (or other place  specified  for
     depositing the instrument of proxy) at least one hour before
     the  time  for holding the meeting or adjourned  meeting  at
     which  the  vote is given or (in the case of  a  poll  taken
     otherwise  than  at  or on the same day as  the  meeting  or
     adjourned meeting) the time appointed for the taking of  the
     poll at which the vote is cast.

                  CORPORATE REPRESENTATIVE

63.  A  company  which  is  a member may, by  resolution  of  its
     directors or other governing body, authorise a person to act
     as  its representative at a meeting or at a separate meeting
     of  the holders of a class of shares (the "representative").
     The  representative is entitled to exercise on behalf of the
     company those powers that the company could exercise  if  it
     were  an individual member.  The company is for the purposes
     of  the articles deemed to be present in person at a meeting
     if   the  representative  is  present.   All  references  to
     attendance   and  voting  in  person  shall   be   construed
     accordingly.   A  director, the secretary  or  other  person
     authorised for the purpose by the secretary may require  the
     representative to produce a certified copy of the resolution
     of  authorisation  before permitting  him  to  exercise  his
     powers.

              OBJECTIONS TO AND ERROR IN VOTING

64.  No  objection may be made to the qualification of a voter or
     to  the counting of, or failure to count, a vote, except  at
     the  meeting or adjourned meeting at which the vote objected
     to  is  tendered or at which the error occurs.  An objection
     properly  made  shall be referred to the chairman  and  only
     invalidates the result of the voting if, in the  opinion  of
     the  chairman, it is of sufficient magnitude to  affect  the
     decision  of  the meeting.  The decision of the chairman  is
     conclusive and binding on all concerned.

                  AMENDMENTS TO RESOLUTIONS

65.  No  amendment to a resolution duly proposed as a special  or
     extraordinary resolution other than an amendment to  correct
     a  patent error may be considered or voted on.  No amendment
     to  a  resolution  duly proposed as an  ordinary  resolution
     other  than  an amendment to correct a patent error  may  be
     considered or voted on unless either (i) at least  48  hours
     before  the  time  appointed  for  holding  the  meeting  or
     adjourned meeting at which the ordinary resolution is to  be
     considered,  notice  of  the  terms  of  the  amendment  and
     intention to move it has been lodged at the office, or  (ii)
     the  chairman  in his absolute discretion decides  that  the
     amendment  may be considered or voted on.  If  an  amendment
     proposed to a resolution under consideration is ruled out of
     order  by  the  chairman the proceedings on the  substantive
     resolution are not invalidated by an error in his ruling.

                MEMBERS' WRITTEN RESOLUTIONS

66.  A  resolution  in writing executed by or on behalf  of  each
     member  who would have been entitled to vote upon it  if  it
     had  been  proposed at a general meeting  at  which  he  was
     present  is  as  effective as if it had  been  passed  at  a
     general  meeting duly convened and held.  The resolution  in
     writing may consist of several instruments in the same  form
     each  duly executed by or on behalf of one or more  members.
     If  the  resolution  in writing is described  as  a  special
     resolution or as an extraordinary resolution, it has  effect
     accordingly.

                       CLASS MEETINGS

67.  A  separate  meeting for the holders of a  class  of  shares
     shall be convened and conducted as nearly as possible in the
     same way as an extraordinary general meeting, except that:

          (i)   no member, other than a director, is entitled  to
          notice  of  it or to attend unless he is  a  holder  of
          shares of that class;

          (ii)  no vote may be given except in respect of a share
          of that class;

          (iii)      the  quorum at the meeting  is  two  persons
          present  in person holding or representing by proxy  at
          least  one-third in nominal value of the issued  shares
          of that class;

          (iv)  the quorum at an adjourned meeting is two persons
          holding shares of that class who are present in  person
          or by proxy; and

          (v)   a  poll  may be demanded in writing by  a  member
          present  in person or by proxy and entitled to vote  at
          the  meeting and on a poll each member has one vote for
          every share of that class of which he is the holder.

          FAILURE TO DISCLOSE INTERESTS IN SHARES

68.

(A)  Where  notice is served by the Company under section 212  of
     the  Act  (a  "section 212 notice") on a member, or  another
     person  appearing to be interested in shares  held  by  that
     member,  and  the  member  or other  person  has  failed  in
     relation   to  any  shares  (the  "default  shares",   which
     expression includes any shares allotted or issued after  the
     date of the section 212 notice in right of those shares)  to
     give  the  Company  the  information  required  within   the
     prescribed  period from the date of the section 212  notice,
     the  following  sanctions apply, unless the board  otherwise
     decides:

          (i)   the  member  is not entitled in  respect  of  the
          default  shares  to be present or to  vote  (either  in
          person  or  by  proxy) at a general  meeting  or  at  a
          separate meeting of the holders of a class of shares or
          on a poll; and

          (ii)  where the default shares represent at least  0.25
          per  cent.  in  nominal value of the issued  shares  of
          their class:

                     (a)   a dividend (or any part of a dividend)
               or  other amount payable in respect of the default
               shares shall be withheld by the Company, which has
               no  obligation  to pay interest  on  it,  and  the
               member  is  not  entitled to  elect,  pursuant  to
               article  129,  to  receive  shares  instead  of  a
               dividend; and

                     (b)  no transfer of any certificated default
               shares shall be registered unless the transfer  is
               an excepted transfer or:

                               (1)  the member is not himself  in
                    default    in   supplying   the   information
                    required; and

                               (2)   the  member  proves  to  the
                    satisfaction of the board that no  person  in
                    default in supplying the information required
                    is  interested  in  any  of  the  shares  the
                    subject of the transfer.

(B)  For  the  purpose  of  enforcing the sanction  in  paragraph
     (A)(ii)(b),  the  board  may  give  notice  to  the   member
     requiring  the  member  to change  default  shares  held  in
     uncertificated form to certificated form by the time  stated
     in  the  notice.  The notice may also state that the  member
     may  not change any default shares held in certificated form
     to  uncertificated form.  If the member does not comply with
     the  notice,  the  board may authorise a  person  to  change
     default  shares held in uncertificated form to  certificated
     form in the name and on behalf of the member.

(C)  The  sanctions under paragraph (A) cease to apply seven days
     after the earlier of:

          (i)   receipt  by the Company of notice of an  excepted
          transfer,   but   only  in  relation  to   the   shares
          transferred; and

          (ii) receipt by the Company, in a form satisfactory  to
          the  board,  of  all the information  required  by  the
          section 212 notice.

(D)  Where, on the basis of information obtained from a member in
     respect of a share held by him, the Company issues a section
     212 notice to another person, it shall at the same time send
     a  copy  of  the section 212 notice to the member,  but  the
     accidental  omission  to do so, or the  non-receipt  by  the
     member  of the copy, does not invalidate or otherwise affect
     the application of paragraphs (A) or (B).

(E)  For the purposes of this article 68:

          (i)   a  person, other than the member holding a share,
          is  treated as appearing to be interested in that share
          if  the member has informed the Company that the person
          is  or  may  be  interested, or if the  Company  (after
          taking  account of information obtained from the member
          or, pursuant to a section 212 notice, from anyone else)
          knows  or  has  reasonable cause to  believe  that  the
          person is or may be so interested;

          (ii) "interested" is construed as it is for the purpose
          of section 212 of the Act;

          (iii)      reference to a person having failed to  give
          the  Company the information required by a section  212
          notice,   or   being  in  default  in  supplying   such
          information,  includes  (a)  reference  to  his  having
          failed  or refused to give all or any part of  it,  and
          (b) reference to his having given information which  he
          knows  to  be false in a material particular or  having
          recklessly  given  information  which  is  false  in  a
          material particular;

          (iv) the "prescribed period" means 14 days;

          (v)   an  "excepted  transfer" means,  in  relation  to
          shares held by a member:

                     (a)  a transfer pursuant to acceptance of  a
               takeover offer for the Company (within the meaning
               of section 428(1) of the Act); or

                    (b)  a transfer in consequence of a sale made
               through  a  recognised  investment  exchange   (as
               defined  in  the Financial Services Act  1986)  or
               another  stock exchange outside the United Kingdom
               on  which shares in the capital of the Company are
               normally traded; or

                     (c)   a  transfer  which  is  shown  to  the
               satisfaction   of  the  board  to   be   made   in
               consequence  of  a  sale  of  the  whole  of   the
               beneficial interest in the shares to a person  who
               is  unconnected with the member and with any other
               person appearing to be interested in the shares.

(F)  The  provisions of this article are in addition and  without
     prejudice to the provisions of the Acts.

       APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

69.  Number of directors

     Unless  and  until  otherwise  decided  by  the  Company  by
     ordinary  resolution the number of directors is not  subject
     to a maximum but must not be less than two.

70.  Power of the Company to appoint directors

     Subject  to  the  articles,  the  Company  may  by  ordinary
     resolution appoint a person who is willing to act  to  be  a
     director, either to fill a vacancy or as an addition to  the
     board, but the total number of directors may not exceed  any
     maximum number fixed in accordance with the articles.

71.  Power of the board to appoint directors

     Without  prejudice to the power of the Company to appoint  a
     person to be a director pursuant to the articles, the  board
     may  appoint  a person who is willing to act as a  director,
     either to fill a vacancy or as an addition to the board, but
     the  total  number of directors may not exceed  any  maximum
     number  fixed in accordance with the articles.   A  director
     appointed  in  this  way  may hold  office  only  until  the
     dissolution  of  the next annual general meeting  after  his
     appointment  unless he is reappointed during  that  meeting.
     He  is  not  required,  and is not  taken  into  account  in
     determining  the number of directors who are, to  retire  by
     rotation at the meeting.

72.  Appointment of executive directors

     Subject  to the Acts, the board may appoint one or  more  of
     its  body to hold employment or executive office (including,
     without  limitation,  that of managing  director)  with  the
     Company for such term (subject to the Acts) and on any other
     conditions  the board thinks fit.  The board may  revoke  or
     terminate  an appointment, without prejudice to a claim  for
     damages for breach of contract or otherwise.

73.  Eligibility of new directors

(A)  No  person  other than a director retiring (by  rotation  or
     otherwise) may be appointed or reappointed a director  at  a
     general meeting unless:

          (i)  he is recommended by the board; or

          (ii)  not less than seven nor more than 42 days  before
          the  date fixed for the meeting, notice has been  given
          to the Company by a member (other than the person to be
          proposed)  qualified  to vote at  the  meeting  of  the
          intention  to  propose that person for  appointment  or
          reappointment.   The  notice  shall   (a)   state   the
          particulars which would, if the proposed director  were
          appointed or reappointed, be required to be included in
          the Company's register of directors, (b) be accompanied
          by  notice  given  by  the  proposed  director  of  his
          willingness to be appointed or reappointed, and (c)  be
          lodged at the office.

(B)  A director need not be a member.

74.  Voting on resolution for appointment

     A  resolution for the appointment of two or more persons  as
     directors by a single resolution is void unless an  ordinary
     resolution  that the resolution for appointment is  proposed
     in  this way has first been agreed to by the meeting without
     a vote being given against it.

75.  Retirement by rotation

     At  each  annual general meeting one-third of the  directors
     who  are  subject  to retirement by rotation  or,  if  their
     number  is  not  three or a multiple of  three,  the  number
     nearest  to  but not exceeding one-third, shall retire  from
     office.   If  there are fewer than three directors  who  are
     subject  to  retirement by rotation, one shall  retire  from
     office.

76.  Directors subject to retirement

     Subject  to  the  Acts and the articles,  the  directors  to
     retire by rotation at an annual general meeting include,  so
     far  as  necessary to obtain the number required,  first,  a
     director  who  wishes to retire and not  offer  himself  for
     reappointment, and, second, those directors  who  have  been
     longest   in   office  since  their  last   appointment   or
     reappointment.   As between two or more  who  have  been  in
     office  an  equal  length of time, the  director  to  retire
     shall,  in  default of agreement between them, be determined
     by  lot.  The directors to retire on each occasion (both  as
     to  number and identity) shall be determined on the basis of
     the composition of the board at the start of business on the
     date  of  the  notice convening the annual general  meeting,
     disregarding  a  change in the number  or  identity  of  the
     directors  after  that  time but before  the  close  of  the
     meeting.

77.  Position of retiring director

     A director who retires at an annual general meeting (whether
     by  rotation  or  otherwise) may,  if  willing  to  act,  be
     reappointed.    If   he   is  not  reappointed   or   deemed
     reappointed, he may retain office until the meeting appoints
     someone in his place or, if it does not do so, until the end
     of the meeting.

78.  Deemed reappointment

     At a general meeting at which a director retires by rotation
     the  Company may fill the vacancy and, if it does not do so,
     the  retiring  director is, if willing,  deemed  reappointed
     unless it is expressly resolved not to fill the vacancy or a
     resolution for the reappointment of the director is  put  to
     the meeting and lost.

79.  No retirement on account of age

     No  person  is  incapable of being appointed a  director  by
     reason  of his having reached the age of 70 or another  age.
     Special  notice  is  not  required in  connection  with  the
     appointment  or  the  approval of the  appointment  of  such
     person.   No  director  is required  to  vacate  his  office
     because  he  has  reached the age of 70 or another  age  and
     section 293 of the Act does not apply to the Company.  Where
     a  general meeting is convened at which, to the knowledge of
     the  board, a director is to be proposed for appointment  or
     reappointment who is at the date of the meeting 70 or  more,
     the  board  shall  give  notice of his  age  in  the  notice
     convening  the  meeting  or in a document  accompanying  the
     notice,  but  the  accidental omission to  do  so  does  not
     invalidate proceedings or an appointment or reappointment of
     that director at that meeting.

80.  Removal by ordinary resolution

     In  addition to any power of removal conferred by the  Acts,
     the  Company  may by ordinary resolution remove  a  director
     before  the  expiration  of his period  of  office  (without
     prejudice  to a claim for damages for breach of contract  or
     otherwise)  and  may (subject to the articles)  by  ordinary
     resolution appoint another person who is willing to  act  to
     be  a director in his place.  A person appointed in this way
     is  treated,  for the purposes of determining  the  time  at
     which  he  or another director is to retire, as  if  he  had
     become  a director on the date on which the person in  whose
     place  he  is appointed was last appointed or reappointed  a
     director.

81.  Vacation of office by director

(A)  Without  prejudice  to  the provisions  for  retirement  (by
     rotation or otherwise) contained in the articles, the office
     of a director is vacated if:

          (i)  he resigns by notice delivered to the secretary at
          the office or tendered at a board meeting;

          (ii)  he  ceases  to  be  a director  by  virtue  of  a
          provision of the Acts, is removed from office  pursuant
          to the articles or becomes prohibited by law from being
          a director;

          (iii)     he becomes bankrupt, has an interim receiving
          order  made  against  him,  makes  an  arrangement   or
          compounds  with his creditors generally or  applies  to
          the court for an interim order under section 253 of the
          Insolvency  Act  1986 in connection  with  a  voluntary
          arrangement under that Act;

          (iv)   an  order  is  made  by  a  court  of  competent
          jurisdiction  on  the  ground (however  formulated)  of
          mental   disorder  for  his  detention   or   for   the
          appointment of a guardian, receiver, curator  bonis  or
          other  person  to exercise powers with respect  to  his
          affairs  or he is admitted to hospital in pursuance  of
          an  application for admission for treatment  under  the
          Mental  Health  Act  1983 or, in  Scotland,  under  the
          Mental  Health  (Scotland)  Act  1984  and  the   board
          resolves that his office be vacated;

          (v)   both  he  and  his alternate  director  appointed
          pursuant to the provisions of the articles (if any) are
          absent, without the permission of the board, from board
          meetings  for  six  consecutive months  and  the  board
          resolves that his office be vacated; or

          (vi)  he is removed from office by notice addressed  to
          him at his last-known address and signed by all his co-
          directors (without prejudice to a claim for damages for
          breach of contract or otherwise).

(B)  A  resolution  of  the board declaring a  director  to  have
     vacated office under the terms of this article is conclusive
     as  to  the  fact  and  grounds of vacation  stated  in  the
     resolution.

                     ALTERNATE DIRECTORS

82.  Appointment

(A)  A  director (other than an alternate director) may by notice
     delivered  to the secretary at the office, or in  any  other
     manner  approved  by  the board, appoint  as  his  alternate
     director:

          (i)  another director, or

          (ii)  another person approved by the board and  willing
          to act.

     No appointment of an alternate director who is not already a
     director is effective until his consent to act as a director
     in  the form prescribed by the Acts has been received at the
     office.

(B)  An  alternate  director need not be  a  member  and  is  not
     counted in reckoning the number of directors for the purpose
     of article 69.

83.  Revocation of appointment

     A  director may by notice delivered to the secretary at  the
     office revoke the appointment of his alternate director and,
     subject  to  the  provisions of article 82, appoint  another
     person  in  his  place.  If a director ceases  to  hold  the
     office  of  director or if he dies, the appointment  of  his
     alternate  director  automatically ceases.   If  a  director
     retires  but  is  reappointed or deemed reappointed  at  the
     meeting  at  which  his  retirement takes  effect,  a  valid
     appointment  of  an alternate director which  was  in  force
     immediately before his retirement continues to operate after
     his reappointment as if he has not retired.  The appointment
     of an alternate director ceases on the happening of an event
     which,  if  he  were a director otherwise  appointed,  would
     cause him to vacate office.

84.  Participation in board meetings

     An alternate director is, if he gives the Company an address
     in the United Kingdom at which notices may be served on him,
     entitled to receive notice of all meetings of the board  and
     all  committees  of the board of which his  appointor  is  a
     member  and,  in  the  absence from those  meetings  of  his
     appointor,  to  attend  and vote  at  the  meetings  and  to
     exercise  all the powers, rights, duties and authorities  of
     his  appointor.  A director acting as alternate director has
     a  separate vote at meetings of the board and committees  of
     the  board  for each director for whom he acts as  alternate
     director  but  he  counts as only one  for  the  purpose  of
     determining whether a quorum is present.

85.  Responsibility

     A  person  acting as an alternate director is an officer  of
     the  Company,  is alone responsible to the Company  for  his
     acts and defaults, and is not deemed to be the agent of  his
     appointor.

             REMUNERATION, EXPENSES AND PENSIONS

86.  Directors' fees

     Unless   otherwise  decided  by  the  Company  by   ordinary
     resolution, the Company shall pay to the directors (but  not
     alternate  directors) for their services as  directors  such
     amount  of  aggregate  fees  as  the  board  decides.    The
     aggregate fees shall be divided among the directors in  such
     proportions as the board decides or, if no decision is made,
     equally.   A  fee  payable to a director  pursuant  to  this
     article  is distinct from any salary, remuneration or  other
     amount  payable to him pursuant to other provisions  of  the
     articles and accrues from day to day.

87.  Additional remuneration

     A director who, at the request of the board, goes or resides
     abroad,  makes  a  special journey  or  performs  a  special
     service on behalf of the Company may be paid such reasonable
     additional   remuneration  (whether  by   way   of   salary,
     percentage  of  profits or otherwise) and  expenses  as  the
     board may decide.

88.  Expenses

     A   director   is  entitled  to  be  repaid  all  reasonable
     travelling,  hotel and other expenses properly  incurred  by
     him  in the performance of his duties as director including,
     without  limitation, expenses incurred in attending meetings
     of  the  board  or  of committees of the  board  or  general
     meetings  or separate meetings of the holders of a class  of
     shares or debentures.

89.  Remuneration and expenses of alternate directors

     An  alternate  director is not entitled to a  fee  from  the
     Company for his services as an alternate director.  The  fee
     payable  to an alternate director is payable out of the  fee
     payable  to  his appointor and consists of such portion  (if
     any)  of  the  fee  as  he agrees with his  appointor.   The
     Company  shall,  however,  repay to  an  alternate  director
     expenses incurred by him in the performance of his duties if
     the  Company would have been required to repay the  expenses
     to him under article 88 had he been a director.

90.  Directors' pensions and other benefits

(A)  The  board  may  exercise all the powers of the  Company  to
     provide  pensions  or  other  retirement  or  superannuation
     benefits  and  to  provide death or disability  benefits  or
     other  allowances or gratuities (by insurance or  otherwise)
     for  a  person who is or has at any time been a director  of
     (i) the Company, (ii) a company which is or was a subsidiary
     undertaking of the Company, (iii) a company which is or  was
     allied  to  or  associated with the Company or a  subsidiary
     undertaking  of  the  Company,  or  (iv)  a  predecessor  in
     business  of  the Company or of a subsidiary undertaking  of
     the Company (or, in each case, for any member of his family,
     including a spouse or former spouse, or a person who  is  or
     was  dependent  on  him).  For this purpose  the  board  may
     establish, maintain, subscribe and contribute to any scheme,
     trust  or fund and pay premiums.  The board may arrange  for
     this  to be done by the Company alone or in conjunction with
     another person.

(B)  A  director  or former director is entitled to  receive  and
     retain  for  his  own  benefit a pension  or  other  benefit
     provided  under paragraph (A) and is not obliged to  account
     for it to the Company.

91.  Remuneration of executive director

     The salary or other remuneration of a director appointed  to
     hold  employment or executive office in accordance with  the
     articles may be a fixed sum of money, or wholly or  in  part
     governed  by business done or profits made, or as  otherwise
     decided  by the board, and may be in addition to or  instead
     of  a  fee  payable  to  him for his  services  as  director
     pursuant to the articles.

                POWERS AND DUTIES OF THE BOARD

92.  Powers of the board

     Subject  to the Acts, the memorandum of association  of  the
     Company  and the articles and to directions given by special
     resolution  of the Company, the business of the  Company  is
     managed  by the board which may exercise all the  powers  of
     the  Company  whether  relating to  the  management  of  the
     business  or  not.   No  alteration  of  the  memorandum  of
     association or of the articles and no direction given by the
     Company invalidate a prior act of the board which would have
     been  valid  if  the alteration had not  been  made  or  the
     direction  had  not  been  given.   The  provisions  of  the
     articles  giving specific powers to the board do  not  limit
     the general powers given by this article.

93.  Powers of directors being less than minimum required number

     If  the  number  of  directors  is  less  than  the  minimum
     prescribed  by  the articles or decided by  the  Company  by
     ordinary resolution, the remaining director or directors may
     act  only  for  the  purposes of  appointing  an  additional
     director or directors to make up that minimum or convening a
     general  meeting  of the Company for the purpose  of  making
     such  appointment.  If no director or directors  is  or  are
     able  or  willing to act, two members may convene a  general
     meeting  for  the  purpose  of  appointing  directors.    An
     additional  director  appointed in  this  way  holds  office
     (subject to the articles) only until the dissolution of  the
     next annual general meeting after his appointment unless  he
     is reappointed during the meeting.

94.  Powers of executive directors

     The  board  may  delegate  to a director  holding  executive
     office  (including, without limitation, a managing director)
     any of its powers, authorities and discretions for such time
     and  on  such  terms and conditions as it  thinks  fit.   In
     particular,  without  limitation, the board  may  grant  the
     power  to sub-delegate, and may retain or exclude the  right
     of  the  board to exercise the delegated powers, authorities
     or discretions collaterally with the director. The board may
     at  any  time revoke the delegation or alter its  terms  and
     conditions.

95.  Delegation to committees

     The  board  may delegate any of its powers, authorities  and
     discretions  for such time and on such terms and  conditions
     as  it  thinks fit to a committee consisting of one or  more
     directors  and  (if thought fit) one or more other  persons.
     In  particular, without limitation, the board may grant  the
     power  to sub-delegate, and may retain or exclude the  right
     of  the  board to exercise the delegated powers, authorities
     or  discretions collaterally with the committee.  The  board
     may at any time revoke the delegation or alter its terms and
     conditions or discharge the committee in whole or  in  part.
     Where a provision of the articles refers to the exercise  of
     a  power,  authority  or discretion by the  board  and  that
     power,  authority  or discretion has been delegated  by  the
     board  to  a committee, the provision shall be construed  as
     permitting   the  exercise  of  the  power,   authority   or
     discretion by the committee.

96.  Local management

     The  board  may  establish  local or  divisional  boards  or
     agencies  for  managing the affairs  of  the  Company  in  a
     specified   locality,  either  in  the  United  Kingdom   or
     elsewhere, and may appoint persons to be members of a  local
     or   divisional   board  or  agency,  and  may   fix   their
     remuneration.   The  board  may  delegate  to  a  local   or
     divisional  board  or agency any of its powers,  authorities
     and  discretions  for  such  time  and  on  such  terms  and
     conditions  as  it  thinks  fit.   In  particular,   without
     limitation,  the board may grant the power to  sub-delegate,
     may retain or exclude the right of the board to exercise the
     delegated  powers,  authorities or discretions  collaterally
     with  the  local  or  divisional board  or  agency  and  may
     authorise  the  members of a local or  divisional  board  or
     agency  (or any of them) to fill a vacancy or to act despite
     a  vacancy.  The board may at any time revoke or  alter  the
     terms  and  conditions  of  the appointment  or  delegation.
     Subject  to  terms and conditions imposed by the board,  the
     proceedings  of a local or divisional board or  agency  with
     two  or  more  members are governed by those  articles  that
     regulate the proceedings of the board, so far as applicable.

97.  Agents

     The  board  may by power of attorney or otherwise appoint  a
     person  to  be the agent of the Company and may delegate  to
     that  person  any of its powers, authorities and discretions
     for  such  purposes, for such time and  on  such  terms  and
     conditions (including as to remuneration) as it thinks  fit.
     In  particular, without limitation, the board may grant  the
     power to sub-delegate and may retain or exclude the right of
     the  board to exercise the delegated powers, authorities  or
     discretions collaterally with the agent.  The board  may  at
     any  time  revoke or alter the terms and conditions  of  the
     appointment or delegation.

98.  Associate directors

     The board may appoint a person (not being a director) to  an
     office or employment having a designation or title including
     the  word  "director"  or attach to an  existing  office  or
     employment  that designation or title and may terminate  the
     appointment  or  use  of  that designation  or  title.   The
     inclusion of the word "director" in the designation or title
     of  an  office or employment does not imply that the  person
     is,  or  is  deemed  to be, or is empowered  to  act  as,  a
     director  for  any  of  the purposes  of  the  Acts  or  the
     articles.

99.  Exercise of voting powers

     Subject  to article 102, the board may exercise or cause  to
     be  exercised the voting powers conferred by shares  in  the
     capital of another company held or owned by the Company,  or
     a  power  of appointment to be exercised by the Company,  in
     any  manner  it  thinks fit (including the exercise  of  the
     voting  power  or  power of appointment  in  favour  of  the
     appointment of a director as an officer or employee of  that
     company or in favour of the payment of remuneration  to  the
     officers or employees of that company).

100. Provision for employees

     The  board may exercise the powers conferred on the  Company
     by  the  Acts to make provision for the benefit of a  person
     employed or formerly employed by the Company or any  of  its
     subsidiary  undertakings  (or  any  member  of  his  family,
     including a spouse or former spouse, or any person who is or
     was  dependent on him) in connection with the  cessation  or
     the  transfer  to  a  person of the whole  or  part  of  the
     undertaking of the Company or the subsidiary undertaking.

101. Registers

     Subject  to  the  Acts, the board may  exercise  the  powers
     conferred  on the Company with regard to the keeping  of  an
     overseas,  local  or other register and may  make  and  vary
     regulations  as it thinks fit concerning the  keeping  of  a
     register.

102. Borrowing powers

     Subject  to  the following provisions of this  article,  the
     board  may exercise all the powers of the Company to  borrow
     money  and  to  mortgage  or  charge  all  or  part  of  the
     undertaking,  property and assets (present  or  future)  and
     uncalled capital of the Company and, subject to the Acts, to
     issue  debentures and other securities, whether outright  or
     as  collateral security for a debt, liability or  obligation
     of the Company or of a third party.

103. Register of charges

     The  Company shall keep a register of charges in  accordance
     with  the Acts and the fee to be paid by a person other than
     a  creditor or member for each inspection of the register of
     charges  is  the  maximum sum prescribed  by  the  Acts  or,
     failing which, decided by the board.

                     DIRECTORS' INTERESTS

104.

(A)  Subject to the Acts and paragraph (B) of this article 104, a
     director, notwithstanding his office:

          (i)   may  enter into or otherwise be interested  in  a
          contract, arrangement, transaction or proposal with the
          Company or in which the Company is otherwise interested
          either  in  connection with his tenure of an office  or
          place of profit or as seller, buyer or otherwise;

          (ii)  may  hold another office or place of profit  with
          the  Company  (except that of auditor or auditor  of  a
          subsidiary  of  the  Company) in conjunction  with  the
          office  of  director and may act by himself or  through
          his firm in a professional capacity to the Company, and
          in  that  case  on  such terms as to  remuneration  and
          otherwise as the board may decide either in addition to
          or  instead  of  remuneration provided for  by  another
          article;

          (iii)      may  be a director or other officer  of,  or
          employed  by,  or  a party to a contract,  transaction,
          arrangement  or  proposal with or otherwise  interested
          in,  a company promoted by the Company or in which  the
          Company is otherwise interested or as regards which the
          Company has a power of appointment; and

          (iv)  is  not  liable to account to the Company  for  a
          profit, remuneration or other benefit realised by  such
          office,  employment, contract, arrangement, transaction
          or   proposal   and  no  such  contract,   arrangement,
          transaction  or proposal is avoided on the  grounds  of
          any such interest or benefit.

(B)  A director who, to his knowledge, is in any way (directly or
     indirectly)   interested   in   a   contract,   arrangement,
     transaction  or proposal with the Company shall declare  the
     nature of his interest at the meeting of the board at  which
     the  question  of  entering into the contract,  arrangement,
     transaction or proposal is first considered, if he knows his
     interest  then exists or, in any other case,  at  the  first
     meeting of the board after he knows that he is or has become
     interested.  For the purposes of this article:

          (i)   a general notice given to the board by a director
          that he is to be regarded as having an interest (of the
          nature  and  extent  specified  in  the  notice)  in  a
          contract, transaction, arrangement or proposal in which
          a specified person or class of persons is interested is
          a  sufficient disclosure under this article in relation
          to that contract, transaction, arrangement or proposal;
          and

          (ii)  an  interest of which a director has no knowledge
          and  of which it is unreasonable to expect him to  have
          knowledge is not treated as his interest.

(C)  A director may not vote on a resolution of the board or of a
     committee  of  the board concerning a contract, arrangement,
     transaction or proposal to which the Company is or is to  be
     a  party  and in which he has an interest which is,  to  his
     knowledge, a material interest (otherwise than by virtue  of
     his interest in shares or debentures or other securities  of
     or   otherwise  in  or  through  the  Company),   but   this
     prohibition does not apply to a resolution concerning any of
     the following matters:

          (i)   the  giving of a guarantee, security or indemnity
          in respect of money lent or obligations incurred by him
          or  any  other  person at the request  of  or  for  the
          benefit  of  the  Company  or  any  of  its  subsidiary
          undertakings;

          (ii)  the  giving of a guarantee, security or indemnity
          in  respect  of a debt or obligation of the Company  or
          any of its subsidiary undertakings for which he himself
          has  assumed responsibility in whole or in part, either
          alone  or  jointly with others, under  a  guarantee  or
          indemnity or by the giving of security;

          (iii)      a  contract,  arrangement,  transaction   or
          proposal  concerning an offer of shares, debentures  or
          other   securities  of  the  Company  or  any  of   its
          subsidiary  undertakings for subscription or  purchase,
          in  which offer he is or may be entitled to participate
          as a holder of securities or in the underwriting or sub-
          underwriting of which he is to participate;

          (iv)  a  contract, arrangement, transaction or proposal
          to  which the Company is or is to be a party concerning
          another company (including a subsidiary undertaking  of
          the  Company)  in which he is interested  (directly  or
          indirectly)   whether   as  an  officer,   shareholder,
          creditor  or  otherwise (a "relevant company"),  if  he
          does  not  to his knowledge hold an interest in  shares
          (as  that  term is used in sections 198 to 211  of  the
          Act)  representing one per cent. or more of either  any
          class  of  the  equity share capital of or  the  voting
          rights in the relevant company;

          (v)   a  contract, arrangement, transaction or proposal
          for  the benefit of the employees of the Company or any
          of its subsidiary undertakings which does not award him
          a  privilege  or benefit not generally awarded  to  the
          employees to whom it relates; and

          (vi)  a  contract, arrangement, transaction or proposal
          concerning the purchase or maintenance of any insurance
          policy under which he may benefit.

(D)  A  director  may not vote or be counted in the quorum  on  a
     resolution of the board or committee of the board concerning
     his  own appointment (including, without limitation,  fixing
     or  varying the terms of his appointment or its termination)
     as  the  holder  of an office or place of  profit  with  the
     Company  or  any company in which the Company is interested.
     Where  proposals  are  under  consideration  concerning  the
     appointment  (including,  without  limitation,   fixing   or
     varying the terms of appointment or its termination) of  two
     or  more  directors to offices or places of profit with  the
     Company  or  a  company in which the Company is  interested,
     such  proposals  shall be divided and a separate  resolution
     considered in relation to each director.  In that case  each
     of  the directors concerned (if not otherwise debarred  from
     voting  under  this article) is entitled  to  vote  (and  be
     counted in the quorum) in respect of each resolution  except
     that concerning his own appointment.

(E)  If a question arises at a meeting as to the materiality of a
     director's interest (other than the interest of the chairman
     of  the  meeting)  or as to the entitlement  of  a  director
     (other  than the chairman) to vote or be counted in a quorum
     and the question is not resolved by his voluntarily agreeing
     to  abstain from voting or being counted in the quorum,  the
     question shall be referred to the chairman and his ruling in
     relation to the director concerned is conclusive and binding
     on all concerned.

(F)  If  a question arises at a meeting as to the materiality  of
     the  interest of the chairman of the meeting or  as  to  the
     entitlement  of  the chairman to vote or  be  counted  in  a
     quorum  and  the question is not resolved by his voluntarily
     agreeing  to  abstain from voting or being  counted  in  the
     quorum, the question shall be decided by resolution  of  the
     directors  or  committee  members  present  at  the  meeting
     (excluding  the chairman) whose majority vote is  conclusive
     and binding on all concerned.

(G)  For  the purposes of this article, the interest of a  person
     who  is  for the purposes of the Acts connected with (within
     the meaning of section 346 of the Act) a director is treated
     as  the  interest  of the director and, in  relation  to  an
     alternate director, the interest of his appointor is treated
     as  the interest of the alternate director in addition to an
     interest  which the alternate director otherwise has.   This
     article  applies to an alternate director as if  he  were  a
     director otherwise appointed.

           PROCEEDINGS OF DIRECTORS AND COMMITTEES

105. Board meetings

     Subject to the articles, the board may meet for the despatch
     of  business, adjourn and otherwise regulate its proceedings
     as it thinks fit.

106. Notice of board meetings

     A  director  may,  and the secretary at  the  request  of  a
     director shall, summon a board meeting at any time.   Notice
     of  a board meeting is deemed to be duly given to a director
     if it is given to him personally or by word of mouth or sent
     in  writing  to  him  at his last-known address  or  another
     address  given  by him to the Company for that  purpose.   A
     director  may waive the requirement that notice be given  to
     him   of   a   board   meeting,  either   prospectively   or
     retrospectively.   A  director absent  or  intending  to  be
     absent  from the United Kingdom may request that notices  of
     board meetings during his absence be sent in writing to  him
     at  an address given by him to the Company for that purpose.
     If  no request is made it is not necessary to give notice of
     a  board meeting to a director who is absent from the United
     Kingdom.

107. Quorum

     The quorum necessary for the transaction of business may  be
     decided  by  the  board and until otherwise decided  is  two
     directors  present  in person or by alternate  director.   A
     duly  convened  meeting of the board at which  a  quorum  is
     present  is  competent  to  exercise  all  or  any  of   the
     authorities, powers and discretions vested in or exercisable
     by the board.

108. Chairman of board

     The board may appoint one of its body as chairman to preside
     at  every  board meeting at which he is present and  one  or
     more  deputy chairman or chairmen and decide the period  for
     which he is or they are to hold office (and may at any  time
     remove  him or them from office).  If no chairman or  deputy
     chairman is elected, or if at a meeting neither the chairman
     nor  a deputy chairman is present within five minutes of the
     time  fixed for the start of the meeting, the directors  and
     alternate  directors  (in the absence of  their  appointors)
     present shall choose one of their number to be chairman.  If
     two  or more deputy chairmen are present, the senior of them
     shall  act as chairman, seniority being determined by length
     of  office since their last appointment or reappointment  or
     deemed reappointment.  As between two or more who have  held
     office  for an equal length of time, the deputy chairman  to
     act  as  chairman  shall be decided by those  directors  and
     alternate  directors  (in the absence of  their  appointors)
     present.   A chairman or deputy chairman may hold  executive
     office or employment with the Company.

109. Voting

     Questions  arising at a meeting of the board are  determined
     by a majority of votes.  In case of an equality of votes the
     chairman has a second or casting vote.

110. Participation by telephone

     A  director or his alternate director may participate  in  a
     meeting of the board or a committee of the board through the
     medium   of   conference  telephone  or  similar   form   of
     communication equipment if all persons participating in  the
     meeting  are able to hear and speak to each other throughout
     the  meeting.  A person participating in this way is  deemed
     to  be present in person at the meeting and is counted in  a
     quorum  and  entitled to vote.  Subject  to  the  Acts,  all
     business  transacted in this way by the board or a committee
     of  the board is for the purposes of the articles deemed  to
     be  validly and effectively transacted at a meeting  of  the
     board  or  a committee of the board although fewer than  two
     directors  or alternate directors are physically present  at
     the  same place.  The meeting is deemed to take place  where
     the largest group of those participating is assembled or, if
     there  is  no such group, where the chairman of the  meeting
     then is.

111. Resolution in writing

     A  resolution in writing executed by all directors  for  the
     time being entitled to receive notice of a board meeting and
     not  being  less  than  a quorum or  by  all  members  of  a
     committee  of  the board is as valid and effective  for  all
     purposes  as a resolution passed at a meeting of  the  board
     (or  committee,  as  the case may be).   The  resolution  in
     writing  may consist of several documents in the  same  form
     each executed by one or more of the directors or members  of
     the  relevant committee.  The resolution in writing need not
     be  signed by an alternate director if it is signed  by  his
     appointor  and a resolution signed by an alternate  director
     need not be signed by his appointor.

112. Proceedings of committees

(A)  Proceedings of committees of the board shall be conducted in
     accordance  with  terms prescribed by the  board  (if  any).
     Subject to those terms and article 112(B), proceedings shall
     be conducted in accordance with applicable provisions of the
     articles regulating the proceedings of the board.

(B)  Where  the  board resolves to delegate any  of  its  powers,
     authorities  and  discretions  to  a  committee   and   that
     resolution  states that the committee shall consist  of  any
     one  or more unnamed directors, it is not necessary to  give
     notice  of  a  meeting of that committee to directors  other
     than the director or directors who form the committee.

113. Minutes of proceedings

(A)  The  board shall cause minutes to be made in books kept  for
     the purpose of:

          (i)   all appointments of officers and committees  made
          by  the  board  and of any remuneration  fixed  by  the
          board; and

          (ii) the names of directors present at every meeting of
          the  board, committees of the board, the Company or the
          holders  of  a class of shares or debentures,  and  all
          orders, resolutions and proceedings of such meetings.

(B)  If purporting to be signed by the chairman of the meeting at
     which  the proceedings were held or by the chairman  of  the
     next  succeeding  meeting, minutes are receivable  as  prima
     facie evidence of the matters stated in them.

114. Validity of proceedings of board or committee

     All  acts  done by a meeting of the board, or of a committee
     of the board, or by a person acting as a director, alternate
     director or member of a committee are, notwithstanding  that
     it  is afterwards discovered that there was a defect in  the
     appointment of a person or persons acting, or that  they  or
     any of them were or was disqualified from holding office  or
     not entitled to vote, or had in any way vacated their or his
     office,  as  valid  as if every such person  had  been  duly
     appointed, and was duly qualified and had continued to be  a
     director,  alternate director or member of a  committee  and
     entitled to vote.

          SECRETARY AND AUTHENTICATION OF DOCUMENTS

115. Secretary

(A)  Subject to the Acts, the board shall appoint a secretary  or
     joint secretaries and may appoint one or more persons to  be
     an   assistant  or  deputy  secretary  on  such  terms   and
     conditions (including, without limitation, remuneration)  as
     it  thinks  fit.   The board may remove a  person  appointed
     pursuant to this article from office and appoint another  or
     others in his place.

(B)  Any  provision of the Acts or of the articles  requiring  or
     authorising a thing to be done by or to a director  and  the
     secretary  is not satisfied by its being done by or  to  the
     same  person acting both as director and as, or in the place
     of, the secretary.

116. Authentication of documents

     A  director or the secretary or another person appointed  by
     the   board  for  the  purpose  may  authenticate  documents
     affecting   the  constitution  of  the  Company  (including,
     without  limitation, the memorandum of association  and  the
     articles)  and resolutions passed by the Company or  holders
     of  a  class  of shares or the board or a committee  of  the
     board and books, records, documents and accounts relating to
     the  business  of  the  Company, and to  certify  copies  or
     extracts as true copies or extracts.

                            SEALS

117. Safe custody

     The board shall provide for the safe custody of every seal.

118. Application of seals

     A  seal may be used only by the authority of a resolution of
     the  board  or of a committee of the board.  The  board  may
     decide  who  will  sign an instrument to  which  a  seal  is
     affixed  (or, in the case of a share certificate,  on  which
     the seal may be printed) either generally or in relation  to
     a  particular instrument or type of instrument.   The  board
     may  also decide, either generally or in a particular  case,
     that  a  signature  may  be dispensed  with  or  affixed  by
     mechanical means.  Unless otherwise decided by the board:

          (i)   share  certificates  and certificates  issued  in
          respect  of debentures or other securities (subject  to
          the provisions of the relevant instrument) need not  be
          signed  or,  if signed, a signature may be  applied  by
          mechanical or other means or may be printed; and

          (ii)  every other instrument to which a seal is affixed
          shall be signed by one director and by the secretary or
          a second director.

119. Official seal for use abroad

     The  Company may exercise the powers conferred by  the  Acts
     with  regard to having an official seal for use abroad,  and
     those powers shall be vested in the board.

                DIVIDENDS AND OTHER PAYMENTS

120. Declaration of dividends

     Subject  to  the Acts and the articles, the Company  may  by
     ordinary  resolution declare a dividend to be  paid  to  the
     members  according to their respective rights and interests,
     but  no  dividend may exceed the amount recommended  by  the
     board.

121. Interim dividends

     Subject  to  the Acts, the board may declare  and  pay  such
     interim dividends (including, without limitation, a dividend
     payable at a fixed rate) as appear to it to be justified  by
     the  profits of the Company available for distribution.   If
     the  share  capital is divided into different  classes,  the
     board  may pay interim dividends on shares which rank  after
     shares  conferring preferred rights with regard to  dividend
     as  well as on shares with preferred rights, unless  at  the
     time  of  payment a preferential dividend is in arrear.   If
     the  board  acts  in  good faith,  it  does  not  incur  any
     liability  to  the  holders of shares  conferring  preferred
     rights  for a loss they may suffer by the lawful payment  of
     an  interim  dividend  on shares ranking  after  those  with
     preferred rights.

122. Entitlement to dividends

     Except  as  otherwise  provided by the  rights  attached  to
     shares,  a dividend shall be declared and paid according  to
     the  amounts paid up on the shares in respect of  which  the
     dividend is declared and paid, but no amount paid  up  on  a
     share in advance of a call may be treated for the purpose of
     this  article as paid up on the share.  Except as  otherwise
     provided  by the rights attached to shares, dividends  shall
     be  apportioned and paid proportionately to the amounts paid
     up  on  the  shares during any portion or  portions  of  the
     period in respect of which the dividend is paid.

123. Method of payment

(A)  The  Company may pay any dividend, interest or other  amount
     payable in respect of a share:

          (i)  in cash;

          (ii) by cheque, warrant or money order made payable  to
          or  to  the order of the person entitled to the payment
          (and  may, at the Company's option, be crossed "account
          payee" where appropriate);

          (iii)      by a bank or other funds transfer system  to
          an account designated in writing by the person entitled
          to the payment;

          (iv)  by  means of a relevant system in respect  of  an
          uncertificated  share  if the  board  decides  and  the
          person  entitled  to payment has in writing  authorised
          the payment to be made by means of that system; or

          (v)  by such other method as the person entitled to the
          payment may in writing direct.

(B)  The  Company  may send a cheque, warrant or money  order  by
     post  (i)  in  the case of a sole holder, to his  registered
     address,  (ii)  in  the  case  of  joint  holders,  to   the
     registered address of the person whose name stands first  in
     the  register,  (iii)  in the case of a  person  or  persons
     entitled by transmission to a share, as if it were a  notice
     given  in accordance with article 139, or (iv) in any  case,
     to  a person and address that the person or persons entitled
     to the payment may in writing direct.

(C)  Where  a  share is held jointly or two or more  persons  are
     jointly entitled by transmission to a share, (i) the Company
     may  pay  any dividend, interest or other amount payable  in
     respect  of that share to any one joint holder, or  any  one
     person  entitled by transmission to the share, and in either
     case that holder or person may give an effective receipt for
     the  payment,  and  (ii) for any of  the  purposes  of  this
     article 123, the Company may rely in relation to a share  on
     the written direction or designation of any one joint holder
     of  the share, or any one person entitled by transmission to
     the share.

(D)  Every cheque, warrant or money order sent by post is sent at
     the  risk of the person entitled to the payment.  If payment
     is  made  by  bank or other funds transfer, by  means  of  a
     relevant system or by another method at the direction of the
     person  entitled to payment, the Company is not  responsible
     for  amounts  lost or delayed in the course of  making  that
     payment.

(E)  Without  prejudice  to article 68, the  board  may  withhold
     payment of a dividend (or part of a dividend) payable  to  a
     person  entitled  by transmission to a share  until  he  has
     provided  any  evidence  of his right  that  the  board  may
     reasonably require.

124. Dividends not to bear interest

     No  dividend  or  other amount payable  by  the  Company  in
     respect  of  a share bears interest as against  the  Company
     unless  otherwise  provided by the rights  attached  to  the
     share.

125. Calls or debts may be deducted from dividends etc.

     The  board  may  deduct  from a dividend  or  other  amounts
     payable  to a person in respect of a share amounts due  from
     him  to  the  Company on account of a call or  otherwise  in
     relation to a share.

126. Unclaimed dividends etc.

     Any unclaimed dividend, interest or other amount payable  by
     the  Company  in  respect  of a share  may  be  invested  or
     otherwise  made use of by the board for the benefit  of  the
     Company until claimed.  A dividend unclaimed for a period of
     12  years  from the date it was declared or became  due  for
     payment  is  forfeited and ceases to  remain  owing  by  the
     Company.  The payment of an unclaimed dividend, interest  or
     other  amount payable by the Company in respect of  a  share
     into  a  separate account does not constitute the Company  a
     trustee in respect of it.

127. Uncashed dividends

     If,  in  respect  of a dividend or other amount  payable  in
     respect of a share, on any one occasion:

          (i)   a  cheque,  warrant or money  order  is  returned
          undelivered or left uncashed, or

          (ii)  a transfer made by a bank or other funds transfer
          system is not accepted,

     and  reasonable  enquiries have failed to establish  another
     address  or  account of the person entitled to the  payment,
     the Company is not obliged to send or transfer a dividend or
     other amount payable in respect of that share to that person
     until he notifies the Company of an address or account to be
     used  for  that  purpose.  If the cheque, warrant  or  money
     order  is  returned undelivered or left uncashed or transfer
     not  accepted on two consecutive occasions, the Company  may
     exercise this power without making any such enquiries.

128. Payment of dividends in specie

     Without  prejudice to article 68, the board  may,  with  the
     prior  authority of an ordinary resolution of  the  Company,
     direct that payment of a dividend may be satisfied wholly or
     in  part  by  the  distribution of specific  assets  and  in
     particular  of  paid-up  shares  or  debentures  of  another
     company.   Where a difficulty arises in connection with  the
     distribution, the board may settle it as it thinks  fit  and
     in   particular,   without  limitation,  may:    (i)   issue
     fractional certificates (or ignore fractions), (ii) fix  the
     value  for distribution of the specific assets (or any  part
     of  them),  (iii) decide that a cash payment be  made  to  a
     member  on  the  basis of the value so fixed,  in  order  to
     secure  equality of distribution, and (iv)  vest  assets  in
     trustees  on trust for the persons entitled to the  dividend
     as seems expedient to the board.

129. Payment of scrip dividends

(A)  Subject  to  the Acts, but without prejudice to article  68,
     the  board  may,  with the prior authority  of  an  ordinary
     resolution  of  the  Company, allot to those  holders  of  a
     particular class of shares who have elected to receive  them
     further  shares  of  that class or  shares  in  either  case
     credited  as fully paid ("new shares") instead  of  cash  in
     respect  of all or part of a dividend or dividends specified
     by  the  resolution, subject to any exclusions, restrictions
     or   other  arrangements  the  board  may  in  its  absolute
     discretion deem necessary or expedient to deal with legal or
     practical problems under the laws of, or the requirements of
     a  recognised  regulatory body or a stock exchange  in,  any
     territory.

(B)  Where a resolution under article 129(A) is to be proposed at
     a  general meeting and the resolution relates in whole or in
     part to a dividend to be declared at that meeting, then  the
     resolution  declaring the dividend is deemed to take  effect
     at the end of that meeting.

(C)  A resolution under article 129(A) may relate to a particular
     dividend or to all or any dividends declared or paid  within
     a specified period.

(D)  The  board  shall  determine the basis of allotment  of  new
     shares  so  that, as nearly as may be considered  convenient
     without involving rounding up of fractions, the value of the
     new  shares  (including  a  fractional  entitlement)  to  be
     allotted  (calculated by reference to the average quotation,
     or  the  nominal value of the new shares, if greater) equals
     (disregarding  an associated tax credit) the amount  of  the
     dividend  which  would otherwise have been received  by  the
     holder  (the  "relevant dividend").  For  this  purpose  the
     "average quotation" of each of the new shares is the average
     of  the  middle-market quotations for a fully-paid share  of
     the  Company  of that class derived from the Daily  Official
     List  of  the London Stock Exchange on the business  day  on
     which the relevant class of shares is first quoted "ex"  the
     relevant dividend (or such other date as the board may  deem
     appropriate  to  take  account of any  subsequent  issue  of
     shares by the Company) and the four subsequent business days
     or  shall  be  as  determined by or in accordance  with  the
     resolution under article 129(A).

(E)  The board may make any provision it considers appropriate in
     relation to an allotment made or to be made pursuant to this
     article  (whether  before  or  after  the  passing  of   the
     resolution   under   article  129(A)),  including,   without
     limitation:

          (i)   the  giving of notice to holders of the right  of
          election offered to them;

          (ii)  the  provision of forms of election  (whether  in
          respect   of   a   particular  dividend  or   dividends
          generally);

          (iii)     determination of the procedure for making and
          revoking elections;

          (iv)  the place at which, and the latest time by which,
          forms of election and other relevant documents must  be
          lodged in order to be effective; and

          (v)   the  disregarding  or  rounding  up  or  down  or
          carrying  forward of fractional entitlements, in  whole
          or in part, or the accrual of the benefit of fractional
          entitlements to the Company (rather than to the holders
          concerned).

(F)  The  dividend  (or that part of the dividend in  respect  of
     which  a right of election has been offered) is not declared
     or  payable  on shares in respect of which an  election  has
     been  duly  made (the "elected shares"); instead new  shares
     are  allotted  to the holders of the elected shares  on  the
     basis of allotment calculated as in paragraph (D).  For that
     purpose, the board may resolve to capitalise out of  amounts
     standing  to  the  credit  of reserves  (including  a  share
     premium  account, capital redemption reserve and profit  and
     loss account), whether or not available for distribution,  a
     sum  equal to the aggregate nominal amount of the new shares
     to  be  allotted  and  apply it in paying  up  in  full  the
     appropriate   number  of  new  shares  for   allotment   and
     distribution  to  the  holders of  the  elected  shares.   A
     resolution  of the board capitalising part of  the  reserves
     has  the  same  effect  as  if the capitalisation  had  been
     declared  by ordinary resolution of the Company pursuant  to
     article  130.  In relation to the capitalisation  the  board
     may  exercise all the powers conferred on it by article  130
     without an ordinary resolution of the Company.

(G)  The  new  shares rank pari passu in all respects  with  each
     other  and with the fully-paid shares of the same  class  in
     issue  on  the  record date for the dividend in  respect  of
     which the right of election has been offered, but they  will
     not rank for a dividend or other distribution or entitlement
     which  has been declared or paid by reference to that record
     date.

                 CAPITALISATION OF PROFITS

130. Subject to the Acts, the board may, with the authority of an
     ordinary resolution of the Company:

          (i)   resolve to capitalise an amount standing  to  the
          credit  of reserves (including a share premium account,
          capital   redemption  reserve  and  profit   and   loss
          account), whether or not available for distribution;

          (ii) appropriate the sum resolved to be capitalised  to
          the  members  in  proportion to the nominal  amount  of
          shares  (whether  or  not  fully  paid)  held  by  them
          respectively and apply that sum on their behalf  in  or
          towards:

                     (a)  paying up the amounts (if any) for  the
               time   being  unpaid  on  shares  held   by   them
               respectively, or

                     (b)   paying up in full unissued  shares  or
               debentures of a nominal amount equal to that sum,

                and  allot the shares or debentures, credited  as
          fully  paid, to the members (or as they may direct)  in
          those  proportions, or partly in one way and partly  in
          the  other, but the share premium account, the  capital
          redemption reserve and profits which are not  available
          for distribution may, for the purposes of this article,
          only  be  applied in paying up unissued  shares  to  be
          allotted to members credited as fully paid;

          (iii)      make  any  arrangements  it  thinks  fit  to
          resolve a difficulty arising in the distribution  of  a
          capitalised   reserve   and  in   particular,   without
          limitation,   where   shares   or   debentures   become
          distributable in fractions the board may deal with  the
          fractions   as   it   thinks  fit,  including   issuing
          fractional  certificates,  disregarding  fractions   or
          selling shares or debentures representing the fractions
          to  a  person for the best price reasonably  obtainable
          and  distributing the net proceeds of the sale  in  due
          proportion  amongst  the members (except  that  if  the
          amount  due to a member is less than pounds 3, or such  other
          sum  as  the board may decide, the sum may be  retained
          for the benefit of the Company);

          (iv) authorise a person to enter (on behalf of all  the
          members   concerned)  an  agreement  with  the  Company
          providing for either:

                      (a)    the   allotment   to   the   members
               respectively, credited as fully paid, of shares or
               debentures  to which they may be entitled  on  the
               capitalisation, or

                     (b)  the payment by the Company on behalf of
               the   members   (by  the  application   of   their
               respective proportions of the reserves resolved to
               be  capitalised) of the amounts  or  part  of  the
               amounts remaining unpaid on their existing shares,

                an  agreement  made  under  the  authority  being
          effective and binding on all those members; and

          (v)   generally do all acts and things required to give
          effect to the resolution.

                        RECORD DATES

131. Notwithstanding  any other provision of  the  articles,  but
     subject  to  the  Acts and rights attached  to  shares,  the
     Company or the board may fix any date as the record date for
     a  dividend, distribution, allotment or issue.   The  record
     date  may  be on or at any time before or after  a  date  on
     which  the  dividend, distribution, allotment  or  issue  is
     declared, made or paid.

                          ACCOUNTS

132. Keeping and inspection of accounts

(A)  The  board shall ensure that accounting records are kept  in
     accordance with the Acts.

(B)  The  accounting  records shall be kept  at  the  office  or,
     subject  to the Acts, at another place decided by the  board
     and  shall  be  available  during  business  hours  for  the
     inspection of the directors and other officers.   No  member
     (other  than a director or other officer) has the  right  to
     inspect  an  accounting record or other document  except  if
     that  right is conferred by the Acts or he is authorised  by
     the board.

133. Accounts to be sent to members etc.

(A)  In  respect of each financial year, a copy of the  Company's
     annual  accounts, directors' report and auditors' report  on
     those accounts shall be sent by post or delivered to:

          (i)   every member (whether or not entitled to  receive
          notices of general meetings),

          (ii)  every  holder  of  debentures  (whether  or   not
          entitled to receive notices of general meetings), and

          (iii)     every other person who is entitled to receive
          notices of general meetings,

     not  less than 21 clear days before the date of the  meeting
     at  which  copies  of those documents  are  to  be  laid  in
     accordance  with  the Acts.  This article does  not  require
     copies  of the documents to which it applies to be  sent  or
     delivered to:

          (a)   a member or holder of debentures of whose address
          the Company is unaware, or

          (b)   more  than one of the joint holders of shares  or
          debentures.

(B)  Where  permitted by the Acts, a summary financial  statement
     derived   from  the  Company's  annual  accounts   and   the
     directors'  report  and auditors' report  in  the  form  and
     containing  the information prescribed by the  Acts  may  be
     sent  or  delivered to a person in place  of  the  documents
     required to be sent or delivered by article 133(A).

                           NOTICES

134. Notices to be in writing

     A  notice  to  be  given to or by a person pursuant  to  the
     articles  shall be in writing except that a notice convening
     a  meeting of the board or of a committee of the board  need
     not be in writing.

135. Service of notices and other documents on members

(A)  A  notice or other document may be given to a member by  the
     Company either personally or by sending it by post in a pre-
     paid  envelope  addressed to the member  at  his  registered
     address,  or  by leaving it at that address (or  at  another
     address  notified for the purpose) in an envelope  addressed
     to the member.

(B)  In  the case of joint holders of a share, a notice or  other
     document shall be given to whichever of them is named  first
     in  the  register in respect of the joint holding and notice
     given in this way is sufficient notice to all joint holders.

(C)  If  a  member (or, in the case of joint holders, the  person
     first  named  in  the  register) has  a  registered  address
     outside  the United Kingdom but has notified the Company  of
     an  address in the United Kingdom at which notices or  other
     documents  may  be  given to him, he  is  entitled  to  have
     notices given to him at that address, but otherwise no  such
     member  or person is entitled to receive a notice  or  other
     document from the Company.

136. Notice by advertisement

     If  by  reason  of the suspension or curtailment  of  postal
     services  in  the  United  Kingdom  the  Company  is  unable
     effectively to convene a general meeting by notices sent  by
     post,  the board may, in its absolute discretion and  as  an
     alternative to any other method of service permitted by  the
     articles, resolve to convene a general meeting by  a  notice
     advertised   in   at  least  one  United  Kingdom   national
     newspaper.  In this case the Company shall send confirmatory
     copies  of  the notice by post if at least seven clear  days
     before  the  meeting  the posting of  notices  to  addresses
     throughout the United Kingdom again becomes practicable.

137. Evidence of service

(A)  A  notice  or  other document addressed to a member  at  his
     registered  address  or address for service  in  the  United
     Kingdom  is, if sent by post, deemed to be given  within  24
     hours if pre-paid as first class post and within 48 hours if
     pre-paid as second class post after it has been posted,  and
     in  proving  service  it is sufficient  to  prove  that  the
     envelope  containing  the notice or  document  was  properly
     addressed, pre-paid and posted.

(B)  A  notice  or  document  not sent by  post  but  left  at  a
     registered  address  or address for service  in  the  United
     Kingdom is deemed to be given on the day it is left.

(C)  Where notice is given by newspaper advertisement, the notice
     is  deemed  to  be  given to all members and  other  persons
     entitled  to  receive  it  at  noon  on  the  day  when  the
     advertisement appears or, where notice is given by more than
     one advertisement and the advertisements appear on different
     days,   at   noon  on  the  last  of  the  days   when   the
     advertisements appear.

(D)  A  member present in person or by proxy at a meeting  or  of
     the  holders of a class of shares is deemed to have received
     due  notice  of  the  meeting and, where  required,  of  the
     purposes for which it was called.

138. Notice binding on transferees etc.

     A  person  who  becomes entitled to a share by transmission,
     transfer  or  otherwise is bound by a notice in  respect  of
     that  share (other than a notice served by the Company under
     section 212 of the Act) which, before his name is entered in
     the register, has been properly served on a person from whom
     he derives his title.

139. Notice in case of entitlement by transmission

     Where  a person is entitled by transmission to a share,  the
     Company  may give a notice or other document to that  person
     as  if he were the holder of a share by addressing it to him
     by name or by the title of representative of the deceased or
     trustee  of  the bankrupt member (or by similar designation)
     at  an  address  in  the United Kingdom  supplied  for  that
     purpose   by   the  person  claiming  to  be   entitled   by
     transmission.  Until an address has been supplied, a  notice
     or  other  document may be given in any manner in  which  it
     might  have been given if the death or bankruptcy  or  other
     event  had not occurred.  The giving of notice in accordance
     with  this article is sufficient notice to any other  person
     interested in the share.

                   DESTRUCTION OF DOCUMENTS
140.

(A)  The Company may destroy:

          (i)   a  share certificate which has been cancelled  at
          any time after one year from the date of cancellation;

          (ii)  a  mandate for the payment of dividends or  other
          amounts or a variation or cancellation of a mandate  or
          a notification of change of name or address at any time
          after  two  years from the date the mandate, variation,
          cancellation  or  notification  was  recorded  by   the
          Company;

          (iii)       an   instrument  of  transfer   of   shares
          (including a document constituting the renunciation  of
          an  allotment  of shares) which has been registered  at
          any time after six years from the date of registration;
          and

          (iv) any other document on the basis of which any entry
          in  the  register is made at any time after  six  years
          from  the date an entry in the register was first  made
          in respect of it.

(B)  It  is  presumed conclusively in favour of the Company  that
     every  share  certificate destroyed was a valid  certificate
     validly   cancelled,  that  every  instrument  of   transfer
     destroyed  was  a  valid and effective instrument  duly  and
     properly  registered and that every other document destroyed
     was  a  valid and effective document in accordance with  the
     recorded particulars in the books or records of the Company,
     but:

          (i)   the provisions of this article apply only to  the
          destruction  of  a document in good faith  and  without
          express notice to the Company that the preservation  of
          the document is relevant to a claim;

          (ii)  nothing contained in this article imposes on  the
          Company  liability in respect of the destruction  of  a
          document  earlier than provided for in this article  or
          in  any  case where the conditions of this article  are
          not fulfilled; and

          (iii)     references in this article to the destruction
          of  a document include reference to its disposal in any
          manner.

                         WINDING UP

141. On a voluntary winding up of the Company the liquidator may,
     on  obtaining any sanction required by law, divide among the
     members in kind the whole or any part of the assets  of  the
     Company,  whether or not the assets consist of  property  of
     one  kind  or  of  different kinds.  For  this  purpose  the
     liquidator  may set the value he deems fair on  a  class  or
     classes of property, and may determine on the basis of  that
     valuation and in accordance with the then existing rights of
     members  how  the  division is to  be  carried  out  between
     members  or  classes  of members.  The liquidator  may  not,
     however, distribute to a member without his consent an asset
     to   which  there  is  attached  a  liability  or  potential
     liability for the owner.

                         INDEMNITY
142.

(A)  Subject  to the Acts, but without prejudice to an  indemnity
     to which he may otherwise be entitled, every person who is a
     director,  alternate director or secretary  of  the  Company
     shall  be  indemnified  out of the  assets  of  the  Company
     against  all costs, charges, losses and liabilities incurred
     by  him  in the proper execution of his duties or the proper
     exercise   of   his  powers,  authorities  and   discretions
     including, without limitation, a liability incurred:

          (a)   defending proceedings (whether civil or criminal)
          in which judgment is given in his favour or in which he
          is  acquitted,  or  which  are  otherwise  disposed  of
          without  a  finding or admission of material breach  of
          duty on his part, or

          (b)  in connection with any application in which relief
          is  granted  to  him  by the court from  liability  for
          negligence, default, breach of duty or breach of  trust
          in relation to the affairs of the Company.

(B)  The  board  may  exercise all the powers of the  Company  to
     purchase and maintain insurance for the benefit of a  person
     who is or was:

          (a)   a  director,  alternate  director,  secretary  or
          auditor of the Company or of a company which is or  was
          a subsidiary undertaking of the Company or in which the
          Company  has  or  had  an interest (whether  direct  or
          indirect); or

          (b)   trustee of a retirement benefits scheme or  other
          trust   in  which  a  person  referred  to  in  article
          142(B)(a) is or has been interested,

     indemnifying him against liability for negligence,  default,
     breach  of duty or breach of trust or other liability  which
     may lawfully be insured against by the Company.


<PAGE>
_________________________________________________________________


              NAMES AND ADDRESSES OF SUBSCRIBERS

_________________________________________________________________





CHANTAL ELIZABETH BRACKENBURY
For and on behalf of
Legibus Nominees Limited
200 Aldersgate Street
London EC1A 4JJ





ANGELA ORBAN
For and on behalf of
Legibus Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ








_________________________________________________________________

      DATED this         day of                       , 199  .

     WITNESS to the above signatures:

          DENISE WARD
          200 Aldersgate Street
          London EC1A 4JJ

_______________________________
*    Pursuant to a special resolution passed on 12 December 1996
the name of the Company  was changed to Entergy Power UK plc.
**   As amended by a special resolution passed on 12 December
1996.

<PAGE>


                     THE COMPANIES ACT 1985
                                
                                
                                
                     Public Limited Company
                                
                                
                                
   Written Resolution of Entergy Power UK plc ("the Company")
                                
                  Date of the Resolution:  1997
                                
                                
                                
The following resolution was agreed to as a written resolution of
the Company in accordance with Article 66 of the Company's
Articles of Association:

SPECIAL RESOLUTION

THAT the name of the Company be changed to "Entergy London
Investments plc"



                              _____________________________
                              Secretary

Company Number 3261188

<PAGE>

                      ENTERGY POWER UK plc
                                
                   Members' Written Resolution
                                
                                
Pursuant to Article 66 of the Articles of Association of Entergy
Power UK plc (the "Company"), we being all the members entitled
to vote upon a resolution at a general meeting of the Company
hereby approve as a resolution executed in writing the following
resolution as a Special Resolution:

                       SPECIAL RESOLUTION
                                
THAT the name of the Company be changed to "Entergy London
Investments plc"



Signed by ________________________    Signed by _____________________

for and on behalf of                    Michael G. Thompson

ENTERGY POWER UK HOLDINGS
LIMITED

Dated ___________________________     Dated __________________________

<PAGE>