Exhibit 10(a)


                                                              [EXECUTION COPY]



                        U.S. $65,000,000


                          RECEIVABLES
                  PURCHASE AND SALE AGREEMENT

                   Dated as of June 30, 1989


        As AMENDED and RESTATED as of FEBRUARY 28, 1997

                             Among


                       IES UTILITIES INC.


                           as Seller

                              and


                         CITIBANK, N.A.


                              and



                  CITICORP NORTH AMERICA, INC.


                   Individually and as Agent




                       TABLE OF CONTENTS
Section                                                                   Page


          PRELIMINARY STATEMENTS                                            1

ARTICLE I  DEFINITIONS
          SECTION 1.01.  Certain Defined Terms                              2
          SECTION 1.02.  Incorporation by Reference                         4
          SECTION 1.03.  Other Terms                                        5
          SECTION 1.04.  Computation of Time Periods                        5

ARTICLE II  AMOUNTS AND TERMS OF THE PURCHASES
          SECTION 2.01.  Commitment                                         5
          SECTION 2.02.  Making Purchases                                   5
          SECTION 2.03.  Termination or Reduction of the Commitment         6
          SECTIONS 2.04 through 2.09.  Incorporation by Reference           6
          SECTION 2.10.  Fees                                               7
          SECTION 2.11.  Intentionally Left Blank                           7
          SECTION 2.12.  Recourse for Defaulted Receivables                 7
          SECTION 2.13.  Eurodollar Increased Costs                         8
          SECTION 2.14.  Additional Yield on Shares Bearing a Eurodollar
                           Rate                                             8

ARTICLE III  CONDITIONS OF PURCHASES
          SECTION 3.01.  Conditions Precedent to Initial Purchase           8
          SECTION 3.02.  Conditions Precedent to the Effectiveness of
                           the Amendment and Restatement of the 
                           Original Agreement                               9
          SECTION 3.03.  Conditions Precedent to All Purchases and
                           Reinvestments                                   10

ARTICLE IV  REPRESENTATIONS AND WARRANTIES
          SECTION 4.01.  Representations and Warranties of the Seller      10

ARTICLE V  GENERAL COVENANTS OF THE SELLER
          SECTION 5.01.  Affirmative Covenants of the Seller               11
          SECTION 5.02.  Reporting Requirements of the Seller              11
          SECTION 5.03.  Negative Covenants of the Seller                  11

ARTICLE VI  ADMINISTRATION AND COLLECTION
          SECTION 6.01.  Designation of Collection Agent                   11
          SECTIONS 6.02 through 6.05.  Incorporation by Reference          11

ARTICLE VII  EVENTS OF TERMINATION
          SECTION 7.01.  Events of Termination                             12

ARTICLE VIII  THE AGENT
          SECTION 8.01.  Authorization and Action                          13
          SECTION 8.02.  Agent's Reliance, Etc                             13
          SECTION 8.03.  CNAI and Affiliates                               14
          SECTION 8.04.  Indemnification of Agent                          14

ARTICLE IX  ASSIGNMENT OF SHARES
          SECTION 9.01.  Assignability                                     14
          SECTION 9.02.  Annotation of Certificate                         17

ARTICLE X  INDEMNIFICATION
          SECTION 10.01.  Indemnities by the Seller                        17

ARTICLE XI  MISCELLANEOUS
          SECTION 11.01.  Amendments, Etc.                                 18
          SECTION 11.02.  Notices, Etc.                                    19
          SECTION 11.03.  No Waiver:  Remedies                             19
          SECTION 11.04.  Binding Effect: Assignability                    20
          SECTION 11.05.  Governing Law                                    20
          SECTION 11.06.  Costs, Expenses and Taxes                        20
          SECTION 11.07.  Confidentiality                                  20
          SECTION 11.08.  Execution in Counterparts                        21
          SECTION 11.09.  Amendment of the Original Certificate            21



                            EXHIBITS


EXHIBIT A      Form of Certificate

EXHIBIT B      CIESCO Agreement

EXHIBIT C      Form of Opinion of Counsel for the Seller

EXHIBIT D      Form of Assignment and Acceptance



            RECEIVABLES PURCHASE AND SALE AGREEMENT

                   Dated as of June 30, 1989

        as Amended and Restated as of February 28, 1997


           IES UTILITIES INC. (formerly known as Iowa Electric Light and
Power  Company),  an  Iowa  corporation (the "Seller"),  CITIBANK,  N.A.
("Citibank")  and CITICORP NORTH AMERICA, INC., a Delaware  corporation,
individually  ("CNAI") and as agent (the "Agent")  for  itself  and  the
Banks (as defined below), agree as follows:

            PRELIMINARY  STATEMENTS.   (1)   Certain  terms  which   are
capitalized  and  used throughout this Agreement (in addition  to  those
defined above) are defined in Article I of this Agreement.

           (2)  The Seller has, and expects to have, Pool Receivables in
which the Seller intends to sell interests referred to herein as Shares.

           (3)  Citibank desires to purchase Shares from the Seller, and
CNAI may elect to purchase Shares from the Seller.

           (4)  In consideration of the reinvestment in Pool Receivables
of   daily  Collections  (other  than  with  regard  to  accrued  Yield,
Miscellaneous Fees, and Collection Agent Fee) attributable to an  Share,
the  Seller  will  sell  to  the  Owner  of  such  Share,  respectively,
additional interests in the Pool Receivables as part of such Share until
such  reinvestment  is  terminated.  It  is  intended  that  such  daily
reinvestment of Collections be effected by an automatic daily adjustment
to each Owner's Shares.

          (5)  CNAI has been requested and is willing to act as Agent.

          (6)  The Seller,  Citibank and CNAI, as Agent, entered into  a
Receivables Purchase and Sale Agreement, dated as of June 30, 1989,  and
amended  and restated as of April 15, 1994 (collectively, the  "Original
Agreement").

          (7)  The Seller, Citibank and CNAI, individually and as Agent,
desire to again amend and restate the Original Agreement.


          NOW THEREFORE, the parties agree as follows:


                           ARTICLE I

                          DEFINITIONS

           SECTION  1.01.  Certain Defined Terms.  (a) Unless  otherwise
defined  herein,  and  subject to the modifications  herein  set  forth,
capitalized  terms  used in this Agreement or in any provisions  of  the
Ciesco  Agreement  incorporated  herein  by  reference  shall  have  the
meanings  given to them in the Ciesco Agreement.  Without  limiting  the
foregoing, the defined terms "Contracts", "Credit and Collection Policy"
(together  with  the related Schedule to the Original Ciesco  Agreement)
and  "Seller Report" (together with the related Exhibit B of the  Ciesco
Agreement), are hereby incorporated by reference.

          (b)  As used in this Agreement, the following terms shall have
the  following meanings (such meanings to be equally applicable to  both
the singular and plural forms of the terms defined):

           "Agent's  Account" means the special account (account  number
4051-9819) of the Agent maintained at the office of Citibank at 399 Park
Avenue, New York, New York.

           "APA"  means the Asset Purchase Agreement entered into  by  a
Bank  concurrently with the Assignment and Acceptance pursuant to  which
it became a party to this Agreement.

          "Assignment and Acceptance" means an assignment and acceptance
agreement entered into by a Bank and an Eligible Assignee, and  accepted
by the Agent, in substantially the form of Exhibit D hereto.

           "Bank  Commitment"  of any Bank means, (a)  with  respect  to
Citibank,  $65,000,000, or such amount as reduced by any Assignment  and
Acceptance  entered  into  between Citibank and  other  Banks  (but  not
reduced below (i) 10% of the Commitment minus (ii) the Capital of Shares
purchased by CNAI), or (b) with respect to a Bank that has entered  into
an  Assignment  and  Acceptance, the amount set forth  therein  as  such
Bank's Bank Commitment, or such amount as reduced by any Assignment  and
Acceptance  entered into between such Bank and an Eligible Assignee,  in
each case as reduced (or terminated) pursuant to the next sentence.  Any
reduction  (or termination) of the Commitment pursuant to the  terms  of
this  Agreement  shall reduce ratably (or terminate)  each  Bank's  Bank
Commitment.

           "Banks" means Citibank and each Eligible Assignee that  shall
become a party to this Agreement pursuant to Section 9.01.

           "Ciesco  Agreement" means the Receivables Purchase  and  Sale
Agreement,  dated  as of June 30, 1989, as amended and  restated  as  of
February 28, 1997, among the Seller and Ciesco L.P. and CNAI, as  Agent,
in substantially the form attached hereto as Exhibit B, as the same may,
from time to time, be amended, modified or supplemented.

           "Capital" of any Share means the original amount paid to  the
Seller  for  such Share at the time of its acquisition by the  Banks  or
CNAI,  as the case may be, pursuant to Sections 2.01 and 2.02,  or  such
amount  divided or combined by any dividing or combining of  such  Share
pursuant  to  Section  2.09, reduced from time to  time  by  Collections
received and distributed on account of such Capital pursuant to  Section
2.06;  provided  that,  if such Capital of such Share  shall  have  been
reduced by any distribution of any portion of Collections and thereafter
such  distribution is rescinded or must otherwise be  returned  for  any
reason,  such Capital of such Share shall be increased by the amount  of
such distribution, all as though such distribution had not been made.

           "Certificate" means the Original Certificate, as  amended  by
the amendment and restatement of the Original Agreement.

           "Citibank Rate" for any Fixed Period for any Share means  the
interest  rate  defined as the "Assignee Rate" in the  Ciesco  Agreement
minus the "Fee Letter Fees Rate" (as defined in the Ciesco Agreement).

          "Collection Agent" means at any time the Person (including the
Agent) then authorized pursuant to Article VI to service, administer and
collect Pool Receivables.

            "Collection   Agent  Fee"  has  the  meaning  specified   in
Section 2.10.

           "Commitment" means $65,000,000 as such amount may be  reduced
pursuant to Section 2.03.

            "Commitment   Termination  Date"  means  the   earliest   of
(a)  April  14,  1999, unless, prior to such date (or the  date  of  any
extension  referred to below), Citibank, in its sole  discretion,  shall
consent  that  the  Commitment  Termination  Date  be  extended  for  an
additional  year,  (b) the Facility Termination Date  under  the  Ciesco
Agreement,  (c)  the  date  determined  pursuant  to  Section  2.03   or
Section 7.01, or (d) the date the Commitment reduces to zero.

           "Eligible  Assignee" means (i) CNAI or any of its Affiliates,
(ii)  any Bank already a party to this Agreement, (iii) Persons  managed
by  CNAI  or  any  of  its  Affiliates,  or  (iv)  any  other  financial
institution  or  other  entity  which is acceptable  to  the  Agent  and
approved  by  the  Seller,  which approval  shall  not  be  unreasonably
withheld.

            "Event   of  Termination"  has  the  meaning  specified   in
Section 7.01.

           "Investor"  means Ciesco L.P., as the "Investor" pursuant  to
the Ciesco Agreement.

          "Majority Banks" means at any time Banks holding more than 50%
of  the aggregate outstanding Capital of all Shares or, if no Capital is
then outstanding, Banks having more than 50% of the Commitment.

           "Original Agreement" means the Receivables Purchase and  Sale
Agreement,  dated as of June 30, 1989, among the Seller,  Citibank,  and
CNAI, individually and as Agent and amended and restated as of April 15,
1994.

           "Original  Certificate" means the certificate of  assignment,
dated as of June 30, 1989, by the Seller to the Agent.

          "Original Ciesco Agreement" means the Receivables Purchase and
Sale Agreement, dated as of June 30, 1989, among the Seller, Ciesco L.P.
and CNAI, as Agent and amended and restated as of April 15, 1994.

          "Owner" means each Bank which purchases an Share hereunder and
all other owners by assignment or otherwise of an Share.

           "Termination Date" for any Share means the earlier of (i) the
Reinvestment  Termination Date for such Share and  (ii)  the  Commitment
Termination Date.

           "Yield" means for each Share for any Fixed Period the product
of

                        CR x C x ED + LF
                                 --
                                 360

where:

          CR   =    the Citibank Rate for such Share for
                    such Fixed Period;

          C    =    the Capital of such Share during such
                    Fixed Period;

          ED   =    the actual number of days  elapsed
                    during such Fixed Period; and

          LF   =    the Liquidation Fee, if any, for such
                    Share for such Fixed Period;

provided  that  no provision of this Agreement or the Certificate  shall
require the payment or permit the collection of Yield in excess  of  the
maximum permitted by applicable law; and provided further that Yield for
any  Share  shall not be considered paid by any distribution if  at  any
time  such  distribution is rescinded or must otherwise be returned  for
any reason.

          SECTION 1.02.  Incorporation by Reference.  Various provisions
of  (including defined terms) and Exhibits and Schedules to  the  Ciesco
Agreement  are specifically incorporated in this Agreement by reference,
with  the  same  force and effect as if the same were set  out  in  this
Agreement  in  full.  All references in such incorporated provisions  to
the  "Agent" and "Agreement" shall, without further reference, mean  and
refer  to  CNAI  as  Agent  under  this Agreement  and  this  Agreement,
respectively,   and,   without  limitation,  all  references   in   such
incorporated  provisions  to  "Certificate", "Collections",  "Contract",
"Credit and Collection Policy", "Share", "Net Receivables Pool Balance",
"Owner", "Pool Receivable", "Purchase", "Receivable", "Receivables Pool"
and  "Related  Security"  shall  mean  and  refer  to  the  Certificate,
Collections, a Contract, the Credit and Collection Policy, an Share, the
Net Receivables Pool Balance, an Owner, a Pool Receivable, a Purchase, a
Receivable,  the  Receivables Pool and the Related Security  under  this
Agreement, respectively; likewise, to the extent any word or  phrase  is
defined  in  this  Agreement,  any such  word  or  phrase  appearing  in
provisions so incorporated by reference from the Ciesco Agreement  shall
have  the  meaning given to it in this Agreement.  The incorporation  by
reference  into  this  Agreement  from  the  Ciesco  Agreement  is   for
convenience only, and this Agreement and the Ciesco Agreement  shall  at
all  times be, and be deemed to be and treated as, separate and distinct
facilities.   Incorporation  by reference in  this  Agreement  from  the
Ciesco  Agreement  shall not be affected or impaired by  any  subsequent
expiration or termination of the Ciesco Agreement, nor by any  amendment
thereof  or waiver thereunder unless the Agent, as agent for  the  Banks
shall have consented to such amendment or waiver in writing.

           SECTION  1.03.   Other  Terms.    All  accounting  terms  not
specifically  defined  herein  shall be  construed  in  accordance  with
generally  accepted accounting principles.  All terms used in Article  9
of  the  UCC  in  the  State of New York, and not  specifically  defined
herein, are used herein as defined in such Article 9.
           
           SECTION 1.04.  Computation of Time Periods.  Unless otherwise
stated in this Agreement, in the computation of a period of time from  a
specified  date to a later specified date, the word "from"  means  "from
and  including"  and  the  words "to" and  "until"  each  mean  "to  but
excluding."


                           ARTICLE II

               AMOUNTS AND TERMS OF THE PURCHASES

           SECTION  2.01.   Commitment.  On  the  terms  and  conditions
hereinafter set forth, CNAI may in its sole discretion, and if CNAI does
not  elect  to do so the Banks shall, make Purchases from time  to  time
during  the  period  from the date hereof to the Commitment  Termination
Date.   Under no circumstances shall the Banks be obligated to make,  or
CNAI  make,  any Purchase if, after giving effect to such Purchase,  the
aggregate  outstanding Capital of Shares, together  with  the  aggregate
outstanding "Capital" of all "Shares" under the Ciesco Agreement,  would
exceed the Commitment.  The Owner of each Share shall, with the proceeds
of   Collections  attributable  to  such  Share,  reinvest  pursuant  to
Section  2.05 in additional undivided percentage interests in  the  Pool
Receivables  by  making  an  appropriate  readjustment  of  such  Share.
Nothing  in  this  Agreement shall be deemed to be  or  construed  as  a
commitment by CNAI to purchase any Share at any time.

           SECTION 2.02.  Making Purchases.  (a) Each Purchase shall  be
made  on  at  least three Business Days' notice from the Seller  to  the
Agent.   Each  such  notice  of a Purchase  shall  specify  the  initial
purchase  price for the Share to be purchased and date of such  Purchase
and the desired duration of the initial Fixed Period for the Share to be
purchased.   The  Agent  shall  notify the Seller  whether  the  desired
duration  of  the initial Fixed Period for the Share to be purchased  is
acceptable and the Agent shall promptly notify the Banks of the proposed
Purchase.  Such notice of Purchase shall be sent by telecopier, telex or
cable  to  all  Banks concurrently and shall specify the  date  of  such
Purchase,  each  Bank's  Percentage  Interest  (as  set  forth  in   the
Assignment and Acceptance) multiplied by the aggregate amount of Capital
of  the  Share  being  purchased, the Fixed Period for  such  Share  and
whether Yield for the Fixed Period for such Share is calculated based on
the  Eurodollar Rate (which may be selected only if such notice is given
at  least two Business Days prior to the purchase date) or the Alternate
Base Rate.

           (b)   Prior to 2:00 P.M. (New York City time) on the date  of
each   such  Purchase,  the  Banks  ratably  in  accordance  with  their
respective  Bank Commitments shall, upon satisfaction of the  applicable
conditions  set forth in Article III, make available to  the  Agent  the
amount of their respective Purchases by deposit of the applicable amount
in  immediately  available  funds to the  Agent's  Account,  and,  after
receipt  by the Agent of such funds, the Agent will cause such funds  to
be  made immediately available to the Seller at Citibank's office at 399
Park Avenue, New York, New York.

           (c)   Notwithstanding  the foregoing, the  total  outstanding
Capital  of  Shares that any Bank shall be obligated to  purchase  under
this  Section  2.02  shall  not  at any time  exceed  such  Bank's  Bank
Commitment  less  (in  the  case of any Bank other  than  Citibank)  the
aggregate "Capital" of "Percentage Interests" purchased under  the  APA.
Each  Bank's obligation shall be several, such that the failure  of  any
Bank  to  make available to the Seller any funds in connection with  any
Purchase  shall  not relieve any other Bank of its obligation,  if  any,
hereunder to make funds available on the date of such Purchase,  but  no
Bank  shall  be responsible for the failure of any other  Bank  to  make
funds available in connection with any Purchase.

           (d)   If CNAI chooses to purchase Shares, it shall do  so  by
entering into an Assignment and Acceptance.

           SECTION  2.03.   Termination or Reduction of the  Commitment.
(a)   Optional. The Seller may, upon at least two Business Days'  notice
to the Agent, terminate in whole or reduce in part the unused portion of
the Commitment; provided that, for purposes of this Section 2.03(a), the
unused  portion  of the Commitment shall be computed as  the  excess  of
(A)   the  Commitment  immediately  prior  to  giving  effect  to   such
termination  or reduction over (B) the sum of (i) the aggregate  Capital
of  Shares  outstanding  at the time of such computation  and  (ii)  the
aggregate"Capital" of "Shares" outstanding under the Ciesco Agreement at
such  time; provided further that each partial reduction shall be in  an
amount equal to $1,000,000 or an integral multiple thereof.

           (b)   Mandatory.   On  each day on which  the  Seller  shall,
pursuant to Section 2.03(a) of the Ciesco Agreement, reduce in part  the
unused  portion  of  the  Purchase  Limit  (as  defined  in  the  Ciesco
Agreement),  the  Commitment  shall automatically  reduce  by  an  equal
amount.   The Commitment shall automatically terminate in whole  on  any
day  on  which  the Seller shall terminate in whole the  Purchase  Limit
pursuant to Section 2.03(a) of the Ciesco Agreement.

          SECTIONS 2.04 through 2.09.  Incorporation by Reference.  Each
of  Sections  2.04  through  2.09  of the  Ciesco  Agreement  is  hereby
incorporated herein by this reference.

           SECTION 2.10.  Fees.  (a)  The Seller shall pay certain  fees
to the Agent as more fully set forth in a letter agreement.

          (b)  Each Owner shall pay to the Collection Agent a collection
fee  (the "Collection Agent Fee") of 1/4 of 1% per annum on the  average
daily amount of Capital of each Share owned by such Owner, from the date
of  the  initial  Purchase hereunder until the later of  the  Commitment
Termination Date or the date on which such Capital is reduced  to  zero,
payable  on  the  last  day of each Settlement Period  for  such  Share;
provided  that  upon  three  Business Days' notice  to  the  Agent,  the
Collection Agent may (if not the Seller) elect to be paid, as such  fee,
another  percentage per annum on the average daily amount of Capital  of
each  such  Share, but in no event in excess of 110% of  the  costs  and
expenses referred to in Section 6.02(b); and provided further that  such
fee  shall be payable only from Collections pursuant to, the subject  to
the priority of payment set forth in, Sections 2.05 and 2.06.

          SECTION 2.11.  Intentionally Left Blank.

          SECTION 2.12.  Recourse for Defaulted Receivables.  (a) To the
extent  of the Default Recourse Limit (as defined below) then available,
on  the  last day of each Settlement Period for each Share  in  which  a
Liquidation  Day  has  occurred for such  Share,  the  Seller  shall  be
obligated  to  pay  to the Agent for the account of the  Owner  of  such
Share,  without prejudice to any other rights that the Investor  or  any
other  Owner may have hereunder or under applicable law, an amount equal
to  the  interest of such Share in the Outstanding Balance of  any  Pool
Receivable  that  at  such time is a Defaulted Receivable  (but  without
duplication  of amounts previously paid under this subsection  (a)  with
respect to such interest in such Defaulted Receivable).

           (b)   "Default  Recourse Limit" means at any time  an  amount
equal to:

           (i)   the applicable Loss Percentage multiplied  by  the
     Capital  of  such  Share  at  such  time,  provided  that  the
     foregoing  amount  shall not be recomputed (and  shall  remain
     fixed)  on  any day that is a Liquidation Day for such  Share,
     provided  further that such amount shall again  be  recomputed
     (and  no  longer  shall remain fixed) on any day  that  is  no
     longer a Liquidation Day for such Share;
            
           (ii)  plus an amount equal to the interest of such Share
     in  any  Collections with respect to each Defaulted Receivable
     in  respect  of which payments shall have been made  prior  to
     such  time by the Seller under Section 2.12(a) above, provided
     that the Default Recourse Limit for any Share shall not at any
     time by reason of this clause (ii) exceed the Default Recourse
     Limit  that was in effect as of the then most recent  date  of
     recomputation in accordance with clause (i) above.

           (c)   The  proceeds of any payment made pursuant  to  Section
2.12(a)  above  shall be deemed to be a Collection in  respect  of  each
Receivable in respect of which such payments are made by the Seller, and
the  amount  of  each such Collection shall be applied  as  provided  in
Section 2.05 or 2.06, as applicable at the time of payment.

           SECTION 2.13.  Eurodollar Increased Costs.  If due to  either
(i)  the introduction of or any change (other than any change by way  of
imposition  or increase of reserve requirements referred to  in  Section
2.14)  in  or  in  the interpretation of any law or regulation  or  (ii)
compliance with any guideline or request from any central bank or  other
governmental authority (whether or not having the force of  law),  there
shall be any increase in the cost to any Bank of agreeing to purchase or
purchasing, or maintaining the ownership of Shares in respect  of  which
Yield is computed by reference to the Eurodollar Rate, then, upon demand
by  such  Bank (with a copy to the Agent), the Seller shall  immediately
pay  to  the  Agent,  for  the account of such Bank  (as  a  third-party
beneficiary),  from time to time as specified by such  Bank,  additional
amounts  sufficient  to compensate such Bank for such  increased  costs;
provided  that (a) such costs of a Bank shall not be reimbursed  to  the
extent that they relate to the amount of capital required or expected to
be  maintained  by  such  Bank based upon  the  existence  of  any  such
commitment  or  any  such purchases, and (b) the Seller  shall  have  no
obligation  to  comply with any demand for reimbursement to  the  extent
that  any  such demand relates to any period more than 90 days prior  to
the  date  on  which a Bank initially made demand for reimbursement.   A
certificate as to such amounts submitted to the Seller and the Agent  by
such  Bank  shall  be  conclusive and binding for all  purposes,  absent
manifest error.

          SECTION 2.14.  Additional Yield on Shares Bearing a Eurodollar
Rate.   The Seller shall pay to any Bank, so long as such Bank shall  be
required  under  regulations of the Board of Governors  of  the  Federal
Reserve  System  to  maintain reserves with respect  to  liabilities  or
assets  consisting of or including Eurocurrency Liabilities,  additional
Yield on the unpaid Capital of each Share of such Bank during each Fixed
Period  in  respect  of  which Yield is computed  by  reference  to  the
Eurodollar Rate, for such Fixed Period, at a rate per annum equal at all
times  during such Fixed Period to the remainder obtained by subtracting
(i)  the  Eurodollar  Rate  for such Fixed Period  from  (ii)  the  rate
obtained  by  dividing  such  Eurodollar  Rate  referred  to  in  clause
(i)  above  by  that percentage equal to 100% minus the Eurodollar  Rate
Reserve  Percentage of such Bank for such Fixed Period, payable on  each
date  on  which  Yield is payable on such Share.  Such additional  Yield
shall be determined by such Bank and notified to the Seller through  the
Agent  within  30 days after any Yield payment is made with  respect  to
which  such  additional Yield is requested.  A certificate  as  to  such
additional  Yield  submitted to the Seller and the Agent  by  such  Bank
shall be conclusive and binding for all purposes, absent manifest error.


                          ARTICLE III

                    CONDITIONS OF PURCHASES

           SECTION 3.01.  Conditions Precedent to Initial Purchase.  The
initial Purchase hereunder was subject to the conditions precedent  that
the  conditions  precedent to the initial "Purchase"  under  the  Ciesco
Agreement  were satisfied on or prior to the date of such  Purchase  and
that  the  Agent  received on or before the date of  such  Purchase  the
following,  each (unless otherwise indicated) dated such date,  in  form
and substance satisfactory to the Agent:

           (a)  The Original Certificate.

           (b)  Certified copies of the resolutions of the Board of
     Directors  of the Seller approving the Original Agreement  and
     the  Original  Certificate, and of  all  documents  evidencing
     other  necessary corporate action and governmental  approvals,
     if  any,  with  respect  to  the Original  Agreement  and  the
     Original Certificate.

           (c)   A  certificate  of   the  Secretary  or  Assistant
     Secretary  or  General  Counsel of the Seller  certifying  the
     names  and  true  signatures of the  officers  of  the  Seller
     authorized  to  sign the Original Agreement and  the  Original
     Certificate  and  the other documents to be  delivered  by  it
     thereunder.

           (d)  Acknowledgment copies or stamped receipt copies  of
     proper financing statements, duly filed on or before the  date
     of  the  initial Purchase, under the UCC of all  jurisdictions
     that  the  Agent  deemed necessary or desirable  in  order  to
     perfect  the  ownership  interests  created  by  the  Original
     Agreement.

           (e)  Acknowledgment copies or stamped receipt copies  of
     proper financing statements, if any, necessary to release  all
     security  interests  and other rights of  any  Person  in  the
     Receivables, Contracts or Related Security previously  granted
     by the Seller.

           (f)   Completed requests for information,  dated  on  or
     before the date of the initial Purchase, listing the financing
     statements referred to in subsection (d) above and  all  other
     effective  financing  statements filed  in  the  jurisdictions
     referred  to in subsection (d) above that named the Seller  as
     debtor,   together  with  copies  of  such   other   financing
     statements  (none  of  which were to  cover  any  Receivables,
     Contracts or Related Security).

           (g)  A favorable opinion of Thomas J. Pitner, Esq., Vice
     President and General Counsel for the Seller.

           (h)  A favorable opinion of Kaye, Scholer, Fierman, Hays
     & Handler, counsel for the Agent.

           SECTION  3.02.  Conditions Precedent to the Effectiveness  of
the   Amendment   and  Restatement  of  the  Original  Agreement.    The
effectiveness of the amendment and restatement of the Original Agreement
is  subject  to  the  conditions precedent that  the  Agent  shall  have
received  on  or  before  the date thereof the following,  each  (unless
otherwise  indicated)  dated  the date hereof,  in  form  and  substance
satisfactory to the Agent:

            (a)   The Certificate.

            (b)   A  certificate  of  the  Secretary  or  Assistant
     Secretary  or  General  Counsel of the Seller  certifying  the
     names  and true signatures of the officers authorized to  sign
     this  Agreement and the other documents to be delivered by  it
     hereunder.

           (c)   A favorable opinion of Stephen W. Southwick, Esq.,
     Vice  President, General Counsel and Secretary of the  Seller,
     substantially in the form of Exhibit C hereto and as  to  such
     other matters as the Agent may reasonably request.

           SECTION  3.03.   Conditions Precedent to  All  Purchases  and
Reinvestments.  Each Purchase (including the initial Purchase) hereunder
and  the  right of the Collection Agent to reinvest in Pool  Receivables
those Collections attributable to an Share pursuant to Sections 2.05  or
2.06  shall be subject to the further conditions precedent that (a) with
respect  to any such Purchase, on or prior to the date of such Purchase,
the  Collection  Agent shall have delivered to the Agent,  in  form  and
substance  satisfactory to the Agent, a completed Seller  Report,  dated
within  five  days prior to the date of such Purchase, together  with  a
listing   by  Obligor  of  all  Pool  Receivables  and  such  additional
information as may be reasonably requested by the Agent, and (b) on  the
date  of such Purchase or reinvestment the Ciesco Agreement shall be  in
full  force and effect and the following statements shall be  true  (and
the  acceptance  by  the  Seller of the proceeds  of  such  Purchase  or
reinvestment  shall  constitute a representation  and  warranty  by  the
Seller that on the date of such Purchase or reinvestment such statements
are true):

           (i)   The  representations and warranties  contained  in
     Section  4.01 of this Agreement are correct on and as  of  the
     date of such Purchase or reinvestment, before and after giving
     effect to such Purchase or reinvestment and to the application
     of  the  proceeds therefrom, as though made on and as of  such
     date, and

           (ii)  No event has occurred and is continuing, or  would
     result  from  such  Purchase  or  reinvestment  or  from   the
     application  of  the proceeds therefrom, which constitutes  an
     Event   of  Termination  or  would  constitute  an  Event   of
     Termination  but for the requirement that notice be  given  or
     time elapse or both,

and (c) the Agent shall have received such other approvals, opinions  or
documents as the Agent may reasonably request.


                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

           SECTION 4.01.  Representations and Warranties of the  Seller.
Each of the representations and warranties of the Seller as set forth in
Section  4.01 of the Ciesco Agreement (including Schedule I)  is  hereby
incorporated  herein  by  this reference and  is  deemed  to  be  herein
restated  and  hereby reconfirmed in favor of the Banks,  CNAI  and  the
Agent.


                           ARTICLE V

                GENERAL COVENANTS OF THE SELLER

          SECTION 5.01.  Affirmative Covenants of the Seller.  Until the
later  of  the  Commitment Termination Date and the date upon  which  no
Capital  for  any Share shall be existing, the Seller will,  unless  the
Agent  shall  otherwise consent in writing, comply with each  and  every
affirmative covenant of the Seller as set forth in Section 5.01  of  the
Ciesco  Agreement, each of which is hereby incorporated herein  by  this
reference.

           SECTION  5.02.  Reporting Requirements of the Seller.   Until
the later of the Commitment Termination Date and the date upon which  no
Capital  for  any Share shall be existing, the Seller will,  unless  the
Agent shall otherwise consent in writing, furnish to the Agent each  and
every  report,  document,  certificate or  other  item  referred  to  in
Section  5.02 of the Ciesco Agreement, which is incorporated  herein  by
this reference, except that each reference in said Section 5.02(c) to an
"Event  of  Investment Ineligibility" shall be and be  deemed  to  be  a
reference to an Event of Termination.

           SECTION  5.03.  Negative Covenants of the Seller.  Until  the
later  of  the  Commitment Termination Date and the date upon  which  no
Capital  for  any Share shall be existing, the Seller will not,  without
the  written  consent  of the Agent, violate any negative  covenant  set
forth  in  Section  5.03  of  the Ciesco Agreement,  each  of  which  is
incorporated herein by this reference.


                           ARTICLE VI

                 ADMINISTRATION AND COLLECTION

           SECTION  6.01.   Designation of Collection Agent.   The  Pool
Receivables shall be serviced, administered and collected by the  Person
(the  "Collection  Agent") designated to do so  from  time  to  time  in
accordance  with  this Section 6.01.  Until the Agent designates  a  new
Collection Agent, the Seller is hereby designated as, and hereby  agrees
to  perform the duties and obligations of, the Collection Agent pursuant
to  the terms hereof.  The Agent may at any time designate as Collection
Agent  any  Person  (including itself) to  succeed  the  Seller  or  any
successor  Collection Agent, if such Person (other  than  itself)  shall
agree in writing to perform the duties and obligations of the Collection
Agent pursuant to the terms hereof.  The Collection Agent may, with  the
prior  consent  of  the  Agent, subcontract with  any  other  Person  to
service,  administer or collect the Pool Receivables, provided that  the
Collection  Agent shall remain liable for the performance of the  duties
and obligations of the Collection Agent pursuant to the terms hereof.

          SECTIONS 6.02 through 6.05.  Incorporation by Reference.  Each
of  Sections  6.02  through  6.05  of the  Ciesco  Agreement  is  hereby
incorporated herein by this reference, except that the reference in said
Section 6.02(b) to "Facility Termination Date" shall be and be deemed to
be a reference to the Commitment Termination Date.


                          ARTICLE VII

                     EVENTS OF TERMINATION

          SECTION 7.01.  Events of Termination.  If any of the following
events ("Events of Termination") shall occur and be continuing:

           (a)   The Collection Agent (if the Seller or any of  its
     Affiliates)  (i)  shall fail to perform or observe  any  term,
     covenant or agreement hereunder (other than as referred to  in
     clause  (ii)  of this Section 7.01(a)) and such failure  shall
     remain  unremedied for three Business Days or (ii) shall  fail
     to make any payment or deposit to be made by it hereunder when
     due; or

           (b)   The  Seller shall fail to perform or  observe  any
     term,  covenant  or  agreement contained in  Section  5.02(c),
     5.03(e)  or 6.03(a) of the Ciesco Agreement (in each  case  as
     incorporated herein by reference); or

           (c)  Any representation or warranty or statement made by
     the  Seller  (or any of its officers) under or  in  connection
     with this Agreement shall prove to have been incorrect in  any
     material respect when made; or

           (d)   The  Seller shall fail to perform or  observe  any
     other  term, covenant or agreement contained in this Agreement
     on  its  part to be performed or observed and any such failure
     shall  remain  unremedied  for 10 days  after  written  notice
     thereof shall have been given to the Seller by the Agent; or

           (e)   Any  Purchase  or  any  reinvestment  pursuant  to
     Section 2.05 shall for any reason (other than pursuant to  the
     terms  hereof)  cease to create, or any Share  shall  for  any
     reason  cease  to  be,  a valid and perfected  first  priority
     undivided percentage ownership interest to the extent  of  the
     pertinent  Share  in each applicable Pool Receivable  and  the
     Related Security and Collections with respect thereto  or  the
     Certificate  shall  for any reason cease to  evidence  in  the
     Owner  of  such  Share  legal  and  equitable  title  to,  and
     ownership  of, an undivided percentage ownership  interest  in
     Pool  Receivables and Related Security to the extent  of  such
     Share; or

          (f)  The Default Ratio as at the last day of any calendar
     month shall exceed 6% or the Delinquency Ratio as at the  last
     day of any calendar month shall exceed 20%; or

           (g)  The sum of the Shares percentage hereunder plus the
     "Shares"  percentage under the Ciesco Agreement  shall  for  a
     period of five consecutive Business Days be equal to or exceed
     100%; or

          (h)  There shall have been any material adverse change in
     the  financial  condition or operations of  the  Seller  since
     December  31,  1993,  or there shall have occurred  any  event
     which  materially adversely affects the collectibility of  the
     Pool Receivables, or there shall have occurred any other event
     which  materially adversely affects the ability of the  Seller
     to  collect Pool Receivables or the ability of the  Seller  to
     perform hereunder;

            (i)    There  shall  have  occurred  any  event   which
     constitutes or would, with the giving of notice or  the  lapse
     of   time   or   both,  constitute  an  "Event  of  Investment
     Ineligibility"  under  the  Ciesco  Agreement  or  the  Ciesco
     Agreement  shall cease for any reason to be in full force  and
     effect;

then,  and  in  any such event, the Agent may, by notice to  the  Seller
declare the Commitment to be terminated, whereupon the Commitment  shall
forthwith  terminate, without demand, protest or further notice  of  any
kind,  all of which are hereby expressly waived by the Seller;  provided
that,  upon  the occurrence of any event described above  in  subsection
(e),  or in the event of an actual or deemed entry of an order of relief
with  respect to the Seller referred to in Section 7.01(g) of the Ciesco
Agreement,  the  Commitment shall automatically  be  terminated  without
demand,  protest  or  any notice of any kind, all of  which  are  hereby
expressly  waived  by  the  Seller.  Upon any such  termination  of  the
Commitment,  the  Agent and the Owners shall have, in  addition  to  all
other  rights and remedies under this Agreement or otherwise, all  other
rights   and   remedies  provided  under  the  UCC  of  the   applicable
jurisdiction   and  other  applicable  laws,  which  rights   shall   be
cumulative.  Without limiting the foregoing or the general applicability
of  Article IX hereof, any Owner may elect to assign any Share owned  by
such  Owner  to  an Assignee following the occurrence of  any  Event  of
Termination.


                          ARTICLE VIII

                           THE AGENT

           SECTION  8.01.  Authorization and Action.  Each of the  Banks
and CNAI hereby appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement  as
are  delegated  to  the Agent by the terms hereof,  together  with  such
powers  as  are  reasonably incidental thereto.  As to any  matters  not
expressly provided for by this Agreement (including, without limitation,
enforcement  of  this Agreement), the Agent shall  not  be  required  to
exercise any discretion or take any action, but shall be required to act
or  to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Banks, and
such  instructions  shall be binding upon all Banks; provided  that  the
Agent  shall not be required to take any action which exposes the  Agent
to  personal  liability  or  which is  contrary  to  this  Agreement  or
applicable law.

           SECTION 8.02.  Agent's Reliance, Etc.  Neither the Agent  nor
any  of its directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them as Agent under  or
in  connection  with this Agreement (including, without limitation,  the
Agent's  servicing,  administering or  collecting  Pool  Receivables  as
Collection Agent pursuant to Section 6.01), except for its or their  own
gross negligence or willful misconduct.  Without limiting the generality
of  the  foregoing,  the  Agent:  (i) may  consult  with  legal  counsel
(including  counsel for the Seller), independent public accountants  and
other  experts  selected by it and shall not be liable  for  any  action
taken or omitted to be taken in good faith by it in accordance with  the
advice  of such counsel, accountants or experts; (ii) makes no  warranty
or  representation to the Banks or CNAI and shall not be responsible  to
any  of  them for any statements, warranties or representations (whether
written  or  oral)  made  in  or  in  connection  with  this  Agreement;
(iii)  shall  not  have any duty to ascertain or to inquire  as  to  the
performance  or observance of any of the terms, covenants or  conditions
of  this  Agreement on the part of the Seller or to inspect the property
(including  the  books and records) of the Seller;  (iv)  shall  not  be
responsible  to  the  Banks  or CNAI for the  due  execution,  legality,
validity,  enforceability, genuineness, sufficiency  or  value  of  this
Agreement, the Certificate or any other instrument or document furnished
pursuant  hereto; (v) shall incur no liability under or  in  respect  of
this   Agreement  by  acting  upon  any  notice  (including  notice   by
telephone),  consent, certificate or other instrument or writing  (which
may  be  by telecopier, telegram, cable or telex) believed by it  to  be
genuine and signed or sent by the proper party or parties; and (vi)  may
treat  the  Bank which funded any purchase of an Share as the  Owner  of
such  Share  until  the  Agent receives and accepts  an  Assignment  and
Acceptance  entered  into  by such Bank, as assignor,  and  an  Eligible
Assignee, as assignee, as provided in Section 9.01.

          SECTION 8.03.  CNAI and Affiliates.  With respect to any Share
owned  by  it,  CNAI  shall have the same rights and powers  under  this
Agreement as any other Owner and may exercise the same as though it were
not  the Agent. CNAI and its Affiliates may generally engage in any kind
of  business  with  the Seller or any Obligor, any of  their  respective
Affiliates and any Person who may do business with or own securities  of
the Seller or any Obligor or any of their respective Affiliates, all  as
if  CNAI were not the Agent and without any duty to account therefor  to
the Banks.

           SECTION 8.04.  Indemnification of Agent.  The Banks agree  to
indemnify  the  Agent  (to  the extent not reimbursed  by  the  Seller),
ratably according to the respective amounts of Capital of the Shares (or
interests  therein)  owned by each of them (or if  no  Capital  is  then
outstanding,  the Banks shall indemnify the Agent ratably  according  to
the  respective amounts of their Bank Commitments), from and against any
and  all  liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the
Agent  in  any way relating to or arising out of this Agreement  or  any
action taken or omitted by the Agent under this Agreement, provided that
no  Bank  shall be liable for a portion of such liabilities, losses  any
damages,  penalties,  actions,  judgments,  suits,  costs,  expenses  or
disbursements  resulting from the Agent's gross  negligence  or  willful
misconduct.


                           ARTICLE IX

                      ASSIGNMENT OF SHARES


           SECTION  9.01.  Assignability.  (a)  Each Bank may assign  to
any  Eligible  Assignee or to any other Bank all or  a  portion  of  its
rights   and  obligations  under  this  Agreement  (including,   without
limitation,  all or a portion of its Bank Commitment and any  Shares  or
interests therein owned by it); provided that

           (i)   Citibank  may  not  assign  any  portion  of  its  Bank
     Commitment to the extent that it reduces such commitment below  (A)
     10% of the Commitment minus (B) the Capital of Shares purchased  by
     CNAI,

           (ii)  each such assignment shall be of a constant, and not  a
     varying,  percentage  of  all  rights and  obligations  under  this
     Agreement.

           (iii)      the  amount being assigned pursuant to  each  such
     assignment shall in no event be less than the lesser of $10,000,000
     and all of the assigning Bank's Bank Commitment,

           (iv)  the  parties to each such assignment shall execute  and
     deliver  to  the  Agent, for its acceptance and  recording  in  the
     Register,  an Assignment and Acceptance, together with a processing
     and recordation fee of $2,500, and

           (v)  concurrently with such assignment, a Bank shall, if such
     Bank  is  a  Bank  other than Citibank, assign  to  such   Eligible
     Assignee  an  equal percentage of its rights and obligations  under
     the APA.

           Upon such execution, delivery, acceptance and recording, from
and   after  the  effective  date  specified  in  each  Assignment   and
Acceptance, (x) the assignee thereunder shall be a party hereto and,  to
the  extent that rights and obligations hereunder have been assigned  to
it  pursuant  to  such Assignment and Acceptance, have  the  rights  and
obligations  of  a  Bank hereunder and (y) the Bank assignor  thereunder
shall,  to  the extent that rights and obligations hereunder  have  been
assigned  by  it pursuant to such Assignment and Acceptance,  relinquish
such  rights and be released from such obligations under this  Agreement
(and,  in the case of an Assignment and Acceptance covering all  or  the
remaining  portion  of an assigning Bank's rights and obligations  under
this Agreement, such Bank shall cease to be a party hereto).

          (b)  By executing and delivering an Assignment and Acceptance,
the  Bank assignor thereunder and the assignee thereunder confirm to and
agree with each other and the other parties hereto as follows:

          (i)  other than as provided in such Assignment and Acceptance,
     such assigning Bank makes no representation or warranty and assumes
     no  responsibility  with respect to any statements,  warranties  or
     representations made in or in connection with this Agreement or the
     execution,   legality,   validity,   enforceability,   genuineness,
     sufficiency  or value of this Agreement or any other instrument  or
     document furnished pursuant hereto;

           (ii) such assigning Bank makes no representations or warranty
     and  assumes  no  responsibility  with  respect  to  the  financial
     condition  of  the Seller or the performance or observance  by  the
     Seller of any of its obligations under this Agreement or any  other
     instrument or document furnished pursuant hereto;

           (iii)     such assignee confirms that it has received a  copy
     of this Agreement, together with copies of the financial statements
     referred  to  in Article V and such other documents and information
     as  it  has deemed appropriate to make its own credit analysis  and
     decision to enter into such Assignment and Acceptance;

           (iv)  such assignee will, independently and without  reliance
     upon the Agent, such assigning Bank or any other Bank and based  on
     such documents and information as it shall deem appropriate at  the
     time,  continue to make its own credit decisions in taking  or  not
     taking action under this Agreement;

           (v)   such assignee appoints and authorizes the Agent to take
     such  action  as  agent on its behalf and to exercise  such  powers
     under  this  Agreement as are delegated to the Agent by  the  terms
     hereof,  together  with  such powers as are  reasonably  incidental
     thereto; and

           (vi)  such assignee agrees that it will perform in accordance
     with  their terms all of the obligations which by the terms of this
     Agreement are required to be performed by it as a Bank.

           (c)   The Agent shall maintain at its address referred to  in
Section 11.02 a copy of each Assignment and Acceptance delivered to  and
accepted  by  it  and a register for the recordation of  the  names  and
addresses  of  the  Banks  and  the Bank Commitment  of,  and  aggregate
outstanding Capital of Shares or interests therein owned by,  each  Bank
from  time to time (the "Register").  The entries in the Register  shall
be  conclusive and binding for all purposes, absent manifest error,  and
the Seller, the Agent and the Banks may treat each person whose name  is
recorded  in the Register as a Bank hereunder for all purposes  of  this
Agreement.  The Register shall be available for inspection by the Seller
or any Bank at any reasonable time and from time to time upon reasonable
prior notice.

          (d)  Upon its receipt of an Assignment and Acceptance executed
by  an assigning Bank and an Eligible Assignee, the Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the
form  of  Exhibit  D hereto, (i) accept such Assignment and  Acceptance,
(ii)  record the information contained therein in the Register and (iii)
give prompt notice thereof to the Seller.

          (e)  Each Bank may sell participations to one or more banks or
other  entities, in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of
its  Bank commitment and the Shares or interests therein owned  by  it);
provided   that  (i)  such  Bank's  obligations  under  this   Agreement
(including,  without  limitation, its  Bank  Commitment  to  the  Seller
hereunder),  shall remain unchanged, (ii) such Bank shall remain  solely
responsible  to  the  other parties hereto for the performance  of  such
obligations,  (iii)  the Seller, the Agent and  the  other  Banks  shall
continue  to deal solely and directly with such Bank in connection  with
such  Bank's  rights  and  obligations under this  Agreement,  and  (iv)
concurrently  with such participation, the Selling Bank shall,  if  such
Bank  is any Bank other than Citibank, sell to such bank or other entity
a  participation  in an equal percentage of its rights  and  obligations
under the APA.

           SECTION  9.02.  Annotation of Certificate.  The  Agent  shall
annotate  the  Certificate to reflect any assignment of  an  Share  made
pursuant to Section 9.01 or otherwise.


                           ARTICLE X

                        INDEMNIFICATION

           SECTION  10.01.  Indemnities by the Seller.  Without limiting
any other rights which the Agent, the Banks or CNAI or any Affiliate  of
any  thereof (each, an "Indemnified Party") may have hereunder or  under
applicable  law, the Seller hereby agrees to indemnify each  Indemnified
Party  from  and  against  any and all claims,  losses  and  liabilities
(including  reasonable  attorneys' fees) (all  of  the  foregoing  being
collectively  referred to as "Indemnified Amounts") growing  out  of  or
resulting  from  this Agreement or the use of proceeds of  Purchases  or
reinvestments or the ownership of Shares or in respect of any Receivable
or  any  Contract, excluding, however, (a) Indemnified  Amounts  to  the
extent resulting from gross negligence or willful misconduct on the part
of   such   Indemnified  Party,  (b)  recourse  (except   as   otherwise
specifically  provided in this Agreement) for uncollectible  Receivables
(or  delayed payment thereon) due to creditworthiness of Obligors or (c)
any income taxes incurred by such Indemnified Party arising out of or as
a  result of this Agreement or the ownership of Shares or in respect  of
any  Receivable or any Contract.  Without limiting or being  limited  by
the  foregoing  (but  subject  to  the  restrictions  described  in  the
foregoing clauses (a) and (b)), the Seller shall pay on demand  to  each
Indemnified  Party  any  and  all amounts necessary  to  indemnify  such
Indemnified  Party  from  and against any and  all  Indemnified  Amounts
relating to or resulting from:

           (i)  the purported sale by the Seller (and acceptance of  any
     initial purchase price payment or reinvestment payment thereof)  of
     an  undivided percentage ownership interest in any Pool  Receivable
     at  the  date  of  such payment or reinvestment  of  the  aggregate
     percentage  interest in the Pool Receivables with  respect  to  all
     then  outstanding Shares plus all then outstanding  "Shares"  under
     the Ciesco Agreement equals or exceeds 100%;

           (ii)  reliance on any representation or warranty or statement
     made or deemed made by the Seller (or any of its officers) under or
     in  connection with this Agreement which shall have been  incorrect
     in any material respect when made;

           (iii)      the  failure  by the Seller  to  comply  with  any
     applicable  law,  rule  or  regulation with  respect  to  any  Pool
     Receivable  or  the related Contract, or the nonconformity  of  any
     Pool  Receivable  or the related Contract with any such  applicable
     law, rule or regulation;

          (iv) the failure to vest in the Owner of an Share an undivided
     percentage ownership interest, to the extent of such Share, in  the
     Receivables  in, or purporting to be in, the Receivables  Pool  and
     the  Related Security and Collections in respect thereof, free  and
     clear of any Adverse Claim;

           (v)   the  failure  to have filed, or any  delay  in  filing,
     financing  statements  or  other similar instruments  or  documents
     under  the  UCC of any applicable jurisdiction or other  applicable
     laws  with respect to any Receivables in, or purporting to  be  in,
     the  Receivables Pool and the Related Security and  Collections  in
     respect   thereof,  whether  at  the  time  of  any   Purchase   or
     reinvestment or at any subsequent time;

           (vi)  any  dispute,  claim, offset  or  defense  (other  than
     discharge  in  bankruptcy of the Obligor) of  the  Obligor  to  the
     payment  of  any  Receivable  in,  or  purporting  to  be  in,  the
     Receivables Pool (including, without limitation, a defense based on
     such  Receivable or the related Contract not being a  legal,  valid
     and  binding obligation of such Obligor enforceable against  it  in
     accordance with its terms), or any other claim resulting  from  the
     sale  of the merchandise or services related to such Receivable  or
     the furnishing or failure to furnish such merchandise or services;

           (vii)      any failure of the Seller, as Collection Agent  or
     otherwise, to perform its duties or obligations in accordance  with
     the provisions of Article VI or to perform its duties or obligation
     under the Contracts;

           (viii)    any products liability claim arising out of  or  in
     connection  with merchandise, insurance or services which  are  the
     subject of any Contract;

           (ix)  any investigation, litigation or proceeding related  to
     this Agreement or the use of proceeds of Purchases or reinvestments
     or the ownership of Shares or in respect of any Receivable, Related
     Security or Contract; or

          (x)  the commingling of Collections of Pool Receivables at any
     time with other funds.


                           ARTICLE XI

                         MISCELLANEOUS


           SECTION  11.01.  Amendments, Etc.  No amendment or waiver  of
any  provision  of  this Agreement (including, without  limitation,  any
provision  of  the  Ciesco  Agreement which is  incorporated  herein  by
reference),  and  no  consent to any departure by the  Seller  herefrom,
shall in any event be effective unless the same shall be in writing  and
signed by the Agent, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for
which  given.  Notwithstanding the foregoing, the Agent agrees  that  it
shall not

          (a)  without the prior written consent of each Bank, (i) amend
     the  definitions  of Eligible Receivable, Defaulted  Receivable  or
     Delinquent  Receivable contained in this Agreement, or  modify  the
     then  existing  concentration Limit or  any  Special  Concentration
     Limit  or  (ii)  amend,  modify  or waive  any  provision  of  this
     Agreement  in any way which would (A) reduce the amount of  Capital
     or  Yield  that  is payable on account of any Share  or  delay  any
     scheduled  date  for  payment thereof, or  (B)  impair  any  rights
     expressly  granted  to  an  assignee  or  participant  under   this
     Agreement, or (C) reduce fees payable by the Seller to the Agent or
     to  Citibank  which relate to payments to the Banks  or  delay  the
     dates  on which such fees are payable, or (D) modify any provisions
     relating  to recourse for uncollectible Receivables or to  reserves
     for  Yield  or for the Collection Agent Fee, or (iii)  agree  to  a
     different  Assignee  Rate  pursuant to the  final  proviso  in  the
     definition of Assignee Rate; or

           (b)  without the prior written consent of the Majority Banks,
     (i)  amend the definitions of Default Ratio, Delinquency  Ratio  or
     Net  Receivables Pool Balance, (ii) amend the Events of Termination
     to  increase  the  maximum permitted Default Ratio  or  Delinquency
     Ratio  or reduce the minimum required Net Receivables Pool  Balance
     to Capital ratio or (iii) (A) waive violations of the Default Ratio
     or  the Delinquency Ratio for more than two consecutive months,  or
     (B)  waive  a   violation of the Net Receivables  Pool  Balance  to
     Capital  ratio for more than one month beyond any applicable  grace
     period  unless  the  Seller has cured or has agreed  to  cure  such
     violation within 30 days after notice from the Agent or (iv)  amend
     this Agreement to increase the Commitment.

            SECTION  11.02.   Notices,  Etc.   All  notices  and   other
communications  provided  for hereunder shall, unless  otherwise  stated
herein, be in writing (including telecopier, telegraphic, telex or cable
communication) and mailed, telecopied, telegraphed, telexed,  cabled  or
delivered, as to each party hereto, at its address set forth  under  its
name on the signature pages hereof or at such other address as shall  be
designated  by  such  party in a written notice  to  the  other  parties
hereto, or, with respect to any other Bank, at its address specified  in
the  Assignment and Acceptance pursuant to which it became a Bank or  at
such  other  address as shall be designated by such Bank  in  a  written
notice to the other parties hereto.  All such notices and communications
shall,  when  mailed,  telecopied, telegraphed, telexed  or  cabled,  be
effective  when  deposited in the mails, telecopied,  delivered  to  the
telegraph  company, confirmed by telex answerback or  delivered  to  the
cable  company, respectively, except that notices and communications  to
the  Agent pursuant to Article II shall not be effective until  received
by the Agent.

           SECTION 11.03.  No Waiver:  Remedies.  No failure on the part
of the Agent, the Banks or CNAI to exercise, and no delay in exercising,
any  of their respective rights hereunder or under the Certificate shall
operate as a waiver thereof; nor shall any single or partial exercise of
any  right  hereunder preclude any other or further exercise thereof  or
the  exercise  of  any  other right.  The remedies herein  provided  are
cumulative  and not exclusive of any remedies provided by law.   Without
limiting  the foregoing, Citibank is hereby authorized by the Seller  at
any  time and from time to time, to the fullest extent permitted by law,
to  set off and apply any and all deposits (general or special, time  or
demand, provisional or final) at any time held and other indebtedness at
any  time owing by Citibank to or for the credit or the account  of  the
Seller  against  any and all of the obligations of the  Seller,  now  or
hereafter  existing under this Agreement to Citibank, CNAI or the  Agent
or  their  respective successors and assigns, whether or not any  demand
shall  have been made under this Agreement and although such obligations
may  be unmatured.  Citibank agrees promptly to notify the Seller  after
any such set-off and application; provided that the failure to give such
notice shall not affect the validity of such set-off and application.

          SECTION 11.04.  Binding Effect: Assignability.  This Agreement
shall be binding upon and inure to the benefit of the Seller, the Agent,
the  Banks and CNAI, and their respective successors and assigns, except
that  the Seller shall not have the right to assign its rights hereunder
or  any  interest herein without the prior written consent of the Agent.
This Agreement shall create and constitute the continuing obligation  of
the  parties  hereto in accordance with its terms, and shall  remain  in
full  force and effect until such time, after the Commitment Termination
Date,  as  no  Capital of any Share shall be outstanding; provided  that
rights  and  remedies with respect to the provisions of  Article  X  and
Section  11.06  and  11.07 shall be continuing  and  shall  survive  any
termination of this Agreement.

           SECTION  11.05.   Governing  Law.   This  Agreement  and  the
Certificate shall be governed by, and construed in accordance with,  the
laws of the State of New York, except to the extent that the validity or
perfection  of  the interests of the Owners, or remedies  hereunder,  in
respect  of the Receivables, any Related Security or any Collections  in
respect  thereof are governed by the laws of a jurisdiction  other  than
the State of New York.

          SECTION 11.06.  Costs, Expenses and Taxes.  (a) In addition to
the  rights of indemnification granted to the Indemnified Parties  under
Article  X  hereof,  the Seller agrees to pay on demand  all  costs  and
expenses  in  connection  with  the  preparation,  execution,  delivery,
administration (including periodic auditing), modification and amendment
of  this  Agreement,  the  Certificate and the  other  documents  to  be
delivered hereunder, including, without limitation, the reasonable  fees
and  out-of-pocket expenses of counsel for the Agent and Citibank,  with
respect  thereto and with respect to advising the Agent and Citibank  as
to  their rights and remedies under this Agreement.  The Seller  further
agrees  to  pay  on  demand all costs and expenses, if  any  (including,
without limitation, reasonable counsel fees and expenses), of the Agent,
the  Banks, CNAI and their respective Affiliates in connection with  the
enforcement   (whether  through  negotiations,  legal   proceedings   or
otherwise) of this Agreement, the Certificate and the other documents to
be   delivered  hereunder,  including,  without  limitation,  reasonable
counsel  fees and expenses in connection with the enforcement of  rights
under this Section 11.06(a).

           (b)  In addition, the Seller shall pay any and all stamp  and
other  taxes (excluding income taxes) and fees payable or determined  to
be  payable  in  connection  with the execution,  delivery,  filing  and
recording  of this Agreement, the Certificate or the other documents  to
be  delivered  hereunder,  and  agrees to save  each  Indemnified  Party
harmless  from  and against any and all liabilities with respect  to  or
resulting  from  any delay in paying or omission to pay such  taxes  and
fees.

            SECTION  11.07.   Confidentiality.   Except  to  the  extent
otherwise required by applicable law, the Seller agrees to maintain  the
confidentiality  of  this Agreement (and all drafts thereof),  including
the  terms  and  provisions  of the Ciesco  Agreement  (and  all  drafts
thereof)  incorporated herein by reference, and  not  to  disclose  this
Agreement  or such drafts to third parties (other than to its directors,
officers,  employees,  accountants  or  counsel);  provided   that   the
Agreement  may  be  disclosed  to  third  parties  to  the  extent  such
disclosure  is  (i) required in connection with a sale of securities  of
the  Seller, (ii) made solely to persons who are legal counsel  for  the
purchaser or underwriter of such securities, (iii) limited in  scope  to
the  provisions of Articles V, VII, X and, to the extent  defined  terms
are  used in Articles V, VII and X, such terms defined in Article  I  of
this  Agreement  and  (iv)  made pursuant  to  a  written  agreement  of
confidentiality  in  form and substance reasonably satisfactory  to  the
Agent.

          SECTION 11.08.  Execution in Counterparts.  This Agreement may
be  executed  in  any  number of counterparts and by  different  parties
hereto in separate counterparts, each of which when so executed shall be
deemed  to  be  an original and all of which when taken  together  shall
constitute one and the same agreement.

           SECTION  11.09.  Amendment of the Original Certificate.   The
Original  Certificate is hereby amended in its entirety to read  as  set
forth in Exhibit A and the Agent is hereby authorized to endorse on  the
Original  Certificate  the changes made pursuant to  the  amendment  and
restatement of this Agreement.  Each reference in this Agreement to "the
Certificate"  shall  mean the Original Certificate  as  amended  by  the
amendment and restatement of this Agreement.

           IN WITNESS WHEREOF, the parties have caused this Agreement to
be  executed  by  their respective officers (or agents)  thereunto  duly
authorized, as of the date first above written.

                                   IES UTILITIES INC.


                                   By:___________________________
                                        Title:


                                   By:___________________________
                                        Title:

                                   200 First Street, S.E.
                                   Cedar Rapids, IA  52401


                                   CITICORP NORTH AMERICA, INC.,
                                   individually and as Agent


                                   By:___________________________
                                             Vice President

                                   450 Mamaroneck Avenue
                                   Harrison, NY  10528
                                        Attention:  Corporate Asset
                                                    Funding Department

                                   (TWX 510 600 5528
                                   Answerback CIC CAT UD)


                                   CITIBANK, N.A.


                                   By:___________________________
                                        Attorney-in-Fact

                                   450 Mamaroneck Avenue
                                   Harrison, NY  10528
                                        Attention:  Vice President

                                   Facsimile No. 914-899-7015


                           EXHIBIT A

                      FORM OF CERTIFICATE

                   Dated as of June 30, 1989
        As amended and restated as of February 28, 1997


           Reference  is  made  to  the Receivables  Purchase  and  Sale
Agreement  dated  as  of June 30, 1989, as amended and  restated  as  of
February  28, 1997 (the "Agreement") among IES Utilities Inc.  (formerly
known as Iowa Electric Light and Power Company, the "Seller"), Citibank,
N.A. ("Citibank") and Citicorp North America, Inc., individually and  as
Agent.   Terms  defined  in the Agreement are  used  herein  as  therein
defined.

           The  Seller  hereby sells and assigns to the  Agent  for  the
account  of  the Owner each Share as determined from time to time  under
the Agreement.

           Each  Purchase  of  an  Share  made  from  the  Seller,  each
assignment of such Share by its Owner to an Assignee and each  reduction
in  Capital in respect of each Share evidenced hereby shall be  endorsed
by  the  Agent  on  the  grid attached hereto  which  is  part  of  this
Certificate   of  Assignment.   Such  endorsement  shall  evidence   the
ownership of such Share initially by the purchaser thereof and upon  any
assignment,  if any, thereof by the Assignee thereof and the  amount  of
Capital from time to time.

          This Certificate of Assignment is made without recourse except
as otherwise provided in the Agreement.

           This  Certificate  of Assignment shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

            IN   WITNESS  WHEREOF,  the  undersigned  has  caused   this
Certificate of Assignment to be duly executed and delivered by its  duly
authorized officer as of the date first above written.

                                   IES UTILITIES INC.


                                   By:______________________________
                                      Title:________________________


                                   By:______________________________
                                      Title:________________________

 
                             GRID


Number                             Capital             Owner
of                                 (Giving Effect      (Giving Effect
Shares*       Transaction**        to Transaction)     to Transaction)
                                   


*    Shares will be numbered sequentially based upon date of Purchase.

**   Transactions  are  Purchases, Reductions in  Capital,  Assignments,
     Divisions of Shares and Combinations of Shares.


EXHIBIT B IS FILED AFTER EXHIBIT D AND SCHEDULE 1.

                           EXHIBIT C

           FORM OF OPINION OF COUNSEL FOR THE SELLER


                                                                   [Date]



Citibank, N.A.
450 Mamaroneck Avenue
Harrison, NY 10528

Citicorp North America, Inc.
  as Agent
450 Mamaroneck Avenue
Harrison, NY 10528

Katten Muchin & Zavis
525 West Monroe Street
Chicago, Illinois  60661-3693


                       IES Utilities Inc.

Ladies and Gentlemen:

           This  opinion is furnished to you pursuant to Section 3.02(e)
of  the  amendment and restatement, dated as of February 28,  1997  (the
"Agreement"), of the Receivables Purchase and Sale Agreement,  dated  as
of  June  30,  1989, among IES Utilities Inc. (the "Seller"),  Citibank,
N.A., and Citibank North America, Inc., individually and as Agent.   The
terms defined in the Agreement are used as defined in the Agreement.

           As  Attorney  for  the Seller, I have  acted  as  counsel  in
connection  with  the  preparation,  execution  and  delivery   of   the
Agreement.

          In that connection, I have examined:

          (1)  The Agreement and the Certificate.

          (2)  The documents of the Seller pursuant to Article III
               of the Agreement.

          (3)  The Articles of Incorporation of the Seller and all
               amendments thereto (the "Articles").

          (4)  The By-laws of the Seller and all amendments thereto
               (the "By-Laws").

          (5)  Oral  verification with the Secretary of  State  of
               Iowa,  dated  ____________, 1997,  as  to  the  continued
               existence and good standing of the Seller in such State.

           I  have  also examined all of the indentures, loan or  credit
agreements,  leases, guarantees, mortgages, security agreements,  bonds,
notes  and other agreements or instruments and all of the orders, writs,
judgments,   awards,   injunctions  and   decrees   (collectively,   the
"Documents"), which affect or purport to affect the Seller's ability  to
sell  or  otherwise  dispose of Receivables or the Seller's  obligations
under  the Agreement.  In addition, I have examined such other corporate
records  of the Seller, certificates of public officials and of officers
of  the  Seller, and agreements, instruments and other documents,  as  I
have  deemed necessary as a basis for the opinions expressed  below.   I
have   assumed  the  due  execution  and  delivery,  pursuant   to   due
authorization, of the Agreement by the Investor and the Agent.

          Based upon the foregoing and upon such investigation as I have
deemed necessary, I am of the following opinion:

          1.   The  Seller  is a corporation duly incorporated,  validly
    existing and in good standing under the laws of the State of Iowa.

          2.   The execution, delivery and performance by the Seller  of
    the  Agreement  and  the Certificate, and the Seller's  use  of  the
    proceeds  of  Purchases and reinvestments, are within  the  Seller's
    corporate  powers,  have  been  duly  authorized  by  all  necessary
    corporate action, and (A) do not contravene (i) the Articles or  the
    By-Laws  or  (ii)  any  law, rule or regulation  applicable  to  the
    Seller  or,  to  the best of my knowledge, (iii) any contractual  or
    legal  restriction contained in any Document listed  above;  (B)  do
    not  result  in or require the creation of any Adverse Claim  (other
    than  pursuant to the Agreement) upon or with respect to any of  the
    Seller's  properties;  and (C) do not require  compliance  with  any
    bulk  sales  act or similar law.  The Agreement and the  Certificate
    have been duly executed and delivered on behalf of the Seller.

          3.   No  authorization or approval or other action by, and  no
    notice  to  or filing with, any governmental authority or regulatory
    body is required for the due execution, delivery and performance  by
    the   Seller  of  the  Agreement  or  the  Certificate  or  for  the
    perfection  of  or the exercise by the Agent or any Owner  of  their
    respective  rights  and  remedies  under  the  Agreement   and   the
    Certificate.

          4.   The  Agreement and the Certificate are legal,  valid  and
    binding obligations of the Seller enforceable against the Seller  in
    accordance with their respective terms.

          5.   To  the  best of my knowledge, there are  no  pending  or
    overtly threatened actions or proceedings against the Seller or  any
    of  its  subsidiaries  before  any  court,  governmental  agency  or
    arbitrator which are likely to materially adversely affect  (i)  the
    financial  condition  or operations of the  Seller  or  any  of  its
    subsidiaries  or  (ii)  the ability of the  Seller  to  perform  its
    obligations  under  the  Agreement  or  the  Certificate,  or  which
    purport  to  affect  the  legality,  validity,  binding  effect   or
    enforceability of the Agreement or the Certificate.

          6.   Each  Share purchased prior to the date of  this  opinion
    constituted,  and  each  Share purchased pursuant  to  a  subsequent
    Purchase  will constitute, a valid undivided ownership interest  (an
    "Undivided  Interest"),  to  the  extent  of  the  Share   purchased
    pursuant  to such Purchase, in each Pool Receivable then exiting  or
    thereafter arising and in the Related Security and Collections.

          7.   The  nature of the Share is such that its  purchase  with
    the  proceeds  of  notes  would constitute a  "current  transaction"
    within  the  meaning  of Section 3(a)(3) of the  Securities  Act  of
    1933,  as amended (the "Securities Act"); since the date of  initial
    Purchase,  the  Pool  Receivables have not  been  and  will  not  be
    applied  by  the  Seller or any of its consolidated subsidiaries  in
    determining the total "current transactions" of the Seller  and  its
    consolidated   subsidiaries   in   claiming   an   exemption    from
    registration  under  the  Securities Act.  Each  Purchase  and  each
    reinvestment   of  Collections  pursuant  to  the   Agreement   will
    constitute  a  purchase  or  other  acquisition  of  notes,  drafts,
    acceptances,   open   accounts  receivable  or   other   obligations
    representing  part  or  all  of  the  sales  price  of  merchandise,
    insurance or services within the meaning of Section 3(c)(5)  of  the
    Investment Company Act of 1940, as amended.

           The  opinions  set forth above are subject to  the  following
qualifications:

          (a)  My opinion in paragraph 4 above is subject to the  effect
    of    any   applicable   bankruptcy,   insolvency,   reorganization,
    moratorium or similar law affecting creditors' rights generally.

          (b)  My opinion in paragraph 4 above is subject to the  effect
    of  general  principles  of equity, including  (without  limitation)
    concepts  of  materiality,  reasonableness,  good  faith  and   fair
    dealing (regardless of whether considered in a proceeding in  equity
    or at law).

          (c)  I  express no opinion as to the priority of the Undivided
    Interest as against any claim or lien in favor of the United  States
    or   any  agency  or  instrumentality  thereof  (including,  without
    limitation, federal tax liens and liens under Title IV of ERISA).


                                        Very truly yours,



                                        Stephen W. Southwick
                                        Attorney
                            


                                 EXHIBIT D

                        ASSIGNMENT AND ACCEPTANCE

                        Dated _____________, 19__





           Reference  is  made  to  the Receivables  Purchase  and  Sale
Agreement  dated  as  of  June  30,  1989,  as  amended  to  date   (the
"Agreement")  among IES UTILITIES INC. (formerly known as Iowa  Electric
Light  and Power Company), an Iowa corporation (the "Seller"), the Banks
(as  defined  in  the  Agreement) and Citicorp North  America,  Inc.,  a
Delaware corporation, individually and as Agent ("Agent") for the Banks.
Terms defined in the Agreement are used herein with the same meaning.

          ____________________ (the "Assignor") and ___________________
(the "Assignee") agree as follows:


           1.    The  Assignor hereby sells and assigns to the Assignee,
and  the  Assignee hereby purchases and assumes from the Assignor,  that
interest  in  and to all of the Assignor's rights and obligations  under
the  Agreement  as  of the date hereof which represents  the  percentage
interest  specified  on  Schedule  1  of  all  outstanding  rights   and
obligations  under  the Agreement, including, without  limitation,  such
interest  in the Assignor's Bank Commitment and the Shares or  interests
therein  owned  by the Assignor.  After giving effect to such  sale  and
assignment, the Assignee's Bank Commitment and the amount of the Capital
held by the Assignee will be as set forth in Section 2 of Schedule 1.


           2.    The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest assigned by it hereunder  and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to
any  statements, warranties or representations made in or in  connection
with the Agreement or the execution, legality, validity, enforceability,
genuineness,  sufficiency  or  value  of  the  Agreement  or  any  other
instrument  or  document  furnished pursuant  thereto;  (iii)  makes  no
representation or warranty and assumes no responsibility with respect to
the  financial condition of the Seller, or the performance or observance
by the Seller of any of its obligations under the Agreement or any other
instrument or document furnished pursuant thereto.


           3.   The Assignee (i) confirms that it has received a copy of
the Agreement, together with copies of the financial statements referred
to  in Section 5.02 thereto and such other documents and information  as
it  has  deemed appropriate to make its own credit analysis and decision
to  enter into this Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor  or  any
other Bank and based on such documents and information as it shall  deem
appropriate  at the time, continue to make its own credit  decisions  in
taking or not taking action under the Agreement; (iii) confirms that  it
is  an Eligible Assignee; (iv) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the
Agreement  as are delegated to the Agent by the terms thereof,  together
with  such powers as are reasonably incidental thereto; (v) agrees  that
it  will  perform in accordance with their terms all of the  obligations
which  by the terms of the Agreement are required to be performed by  it
as  a  Bank;  (vi) specifies as its address for notices the  office  set
forth  beneath its name on the signature pages hereof; (vii)  represents
that  this Assignment and Acceptance has been duly authorized,  executed
and  delivered  by  such Assignee pursuant to its corporate  powers  and
constitutes the legal, valid and binding obligation of such Assignee and
(viii)  if  the  Assignee is organized under the laws of a  jurisdiction
outside the United States, attaches the forms prescribed by the Internal
Revenue  Service  of the United States certifying as to  the  Assignee's
status   for  purposes  of  determining  exemption  from  United  States
withholding  taxes  with  respect to all payments  to  be  made  to  the
Assignee under the Agreement or such other documents as are necessary to
indicate  that  all such payments are subject to such rates  at  a  rate
reduced by an applicable tax treaty.


          4.   Following the execution of this Assignment and Acceptance
by  the Assignor and the Assignee, it will be delivered to the Agent for
acceptance  and  recording by the Agent.  The  effective  date  of  this
Assignment and Acceptance shall be the date of acceptance thereof by the
Agent,  unless otherwise specified on Schedule 1 hereto (the  "Effective
Date").


           5.    Upon such acceptance and recording by the Agent, as  of
the  Effective Date, (i) the Assignee shall be a party to the  Agreement
and, to the extent provided in this Assignment and Acceptance, have  the
rights and obligations of a Bank thereunder and (ii) the Assignor shall,
to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Agreement.


          6.   Upon such acceptance and recording by the Agent, from and
after  the  Effective Date, the Agent shall make all payments under  the
Agreement in respect of the interest assigned hereby (including, without
limitation,  all  payments  of  Capital, Yield  and  fees  with  respect
thereto)  to  the Assignee.  The Assignor and Assignee  shall  make  all
appropriate  adjustments  in payments under the  Agreement  for  periods
prior to the Effective Date directly between themselves.


          7.   The Assignee agrees to abide by any obligations set forth
in  the  Agreement  on  the part of a Bank.  Furthermore,  the  Assignee
understands  that  the Agreement itself is a confidential  document  and
will  not disclose it to any other Person except with the Agent's  prior
written  consent,  or to the Assignee's legal counsel  if  such  counsel
agrees  to hold it confidential, or as required by law.  Notwithstanding
the  foregoing, the Assignee may, in connection with any  assignment  or
participation or proposed assignment or participation, disclose  to  the
assignee  or  participant  or  proposed  assignee  or  participant   any
information relating to the Seller, including the Receivables, furnished
to  the Assignee by or on behalf of the Seller or by the Agent; provided
that,  prior  to  any such disclosure, the assignee  or  participant  or
proposed  assignee or participant agrees to preserve the confidentiality
of  any confidential information relating to the Seller received  by  it
any of the foregoing entities.


           8.    If,  pursuant to Section 11.01(b)(iv) of the Agreement,
the  Agreement shall be amended to increase the Commitment, then (i) the
Agent shall promptly notify each Bank of such amendment, and (ii) on the
effective date of such amendment, each Bank's Percentage Interest  under
its Assignment and Acceptance Agreement shall be proportionately reduced
and  each  Bank's Bank Commitment shall remain the same;  provided  that
each Bank may elect to maintain its Percentage Interest by executing and
delivering, within ten days after receipt of notice of such amendment, a
new  Schedule 1 to this Assignment and Acceptance Agreement  reaffirming
its Percentage Interest and indicating its new Bank Commitment.


           9.   THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


           IN  WITNESS  WHEREOF,  the parties hereto  have  caused  this
Assignment  and  Acceptance to be executed by their respective  officers
thereunto  duly  authorized, as of the date first  above  written,  such
execution being made on Schedule 1 hereto.



                             Schedule 1
                                to
                         IES Utilities Inc.
                     Assignment and Acceptance
                            Dated , 19__


Section 1.

     Percentage Interest: 1                                        __________%

Section 2.

     Assignee's Bank Commitment:                                   $__________
     Aggregate Outstanding Capital of
       Shares held by
       the Assignee:                                               $__________

Section 3.

     Effective Date: 2                                   _______________, 19__
 
                                                         [NAME OF ASSIGNOR]

                                                    By:_______________________
                                                       Title:
                                                    
                                                         [NAME OF ASSIGNEE]


                                                    By:_______________________
                                                       Title:

                                                    Address for Notices:

Accepted this _____ day
of ______________, 19__
CITICORP NORTH AMERICA, INC., as Agent

By:____________________
   Vice President


_______________________________
1    This  percentage  must  be  the same as the  Assignee's  percentage
     interest under the APA.
     
2    This  date should be no earlier than the date of acceptance by  the
     Agent.
     

                          EXHIBIT B

                        U.S. $65,000,000


            RECEIVABLES PURCHASE AND SALE AGREEMENT


                   Dated as of June 30, 1989


        As AMENDED and RESTATED as of FEBRUARY 28, 1997


                             Among


                       IES UTILITIES INC.


                           as Seller


                              and


                          CIESCO L.P.


                        as the Investor


                              and


                  CITICORP NORTH AMERICA, INC.


                            as Agent




                       TABLE OF CONTENTS
 
                                                                          Page

ARTICLE I  DEFINITIONS

          SECTION 1.01.  Certain Defined Terms                              2
          SECTION 1.02.  Other Terms                                       17
          SECTION 1.03.  Computation of Time Periods                       17

ARTICLE II  AMOUNTS AND TERMS OF THE PURCHASES

          SECTION 2.01.  Facility                                          17
          SECTION 2.02.  Making Purchases                                  18
          SECTION 2.03.  Termination or Reduction of the Purchase Limit    18
          SECTION 2.04.  Share                                             18
          SECTION 2.05.  Non-Liquidation Settlement Procedures             19
          SECTION 2.06.  Liquidation Settlement Procedures                 19
          SECTION 2.07.  General Settlement Procedures                     20
          SECTION 2.08.  Payments and Computations, Etc.                   21
          SECTION 2.09.  Dividing or Combining of Shares                   21
          SECTION 2.10.  Fees                                              21
          SECTION 2.11.  Recourse for Defaulted Receivables                22
          SECTION 2.12.  Eurodollar Increased Costs                        22

ARTICLE III  CONDITIONS OF PURCHASES

          SECTION 3.01.  Condition Precedent to Initial Purchase           23
          SECTION 3.02.  Conditions Precedent to the Effectiveness
               of the Amendment and Restatement of the Original
               Agreement                                                   24
          SECTION 3.03.  Conditions Precedent to All Purchases and
               Reinvestments                                               24
                         
ARTICLE IV  REPRESENTATIONS AND WARRANTIES
                         
          SECTION 4.01.  Representations and  Warranties  of  the
               Seller                                                      25

ARTICLE V  GENERAL COVENANTS OF THE SELLER

          SECTION 5.01.  Affirmative Covenants of the Seller               27
          SECTION 5.02.  Reporting Requirements of the Seller              28
          SECTION 5.03.  Negative Covenants of the Seller                  29

ARTICLE VI  ADMINISTRATION AND COLLECTION

          SECTION 6.01.  Designation of Collection Agent                   30
          SECTION 6.02.  Duties of Collection Agent                        30
          SECTION 6.03.  Rights of the Agent                               31
          SECTION 6.04.  Responsibilities of the Seller                    32
          SECTION 6.05.  Further Action Evidencing Purchases               32

ARTICLE VII  EVENTS OF INVESTMENT INELIGIBILITY

          SECTION 7.01.  Events of Investment Ineligibility                33

ARTICLE VIII  THE AGENT

          SECTION 8.01.  Authorization and Action                          35
          SECTION 8.02.  Agent's Reliance, Etc                             35
          SECTION 8.03.  CNAI and Affiliates                               35
          SECTION 8.04.  Investor's Purchase Decision                      35

ARTICLE IX  ASSIGNMENT OF SHARES

          SECTION 9.01.  Assignability                                     36
          SECTION 9.02.  Annotation of Certificate                         36

ARTICLE X  INDEMNIFICATION

          SECTION 10.01.  Indemnities by the Seller                        36

ARTICLE XI  MISCELLANEOUS

          SECTION 11.01.  Amendments, Etc.                                 38
          SECTION 11.02.  Notices, Etc.                                    38
          SECTION 11.03.  No Waiver; Remedies                              38
          SECTION 11.04.  Binding Effect; Assignability                    38
          SECTION 11.05.  Governing Law                                    38
          SECTION 11.06.  Costs and Expenses                               39
          SECTION 11.07.  No Proceedings                                   39
          SECTION 11.08.  Confidentiality                                  39
          SECTION 11.09.  Execution in Counterparts                        39
          SECTION 11.10.  Amendment of the Original Certificate            39


                  RECEIVABLES PURCHASE AND SALE AGREEMENT

                         Dated as of June 30, 1989

              as Amended and Restated as of February 28, 1997



           IES UTILITIES INC. (formerly known as Iowa Electric Light and
Power  Company), an Iowa corporation (the "Seller"), CIESCO L.P., a  New
York  limited partnership (the "Investor"), and CITICORP NORTH  AMERICA,
INC.,  a  Delaware corporation ("CNAI"), as agent (the "Agent") for  the
Owner (as defined below), agree as follows:

            PRELIMINARY   STATEMENTS.  (1)  Certain  terms   which   are
capitalized  and  used throughout this Agreement (in addition  to  those
defined above) are defined in Article I of this Agreement.

           (2)  The Seller has, and expects to have, Pool Receivables in
which the Seller intends to sell interests referred to herein as Shares.

           (3)  The Investor desires to purchase Shares from the Seller.

           (4)  In consideration of the reinvestment in Pool Receivables
of   daily  Collections  (other  than  with  regard  to  accrued  Yield,
Miscellaneous Fees and Collection Agent Fee) attributable  to  a  Share,
the Seller will sell to the Owner of such Share additional interests  in
the  Pool  Receivables as part of such Share until such reinvestment  is
terminated.  It is intended that such daily reinvestment of  Collections
be effected by an automatic daily adjustment to each Owner's Shares.
           
           (5)  CNAI has been requested and is willing to act as Agent.

           (6)  The Seller, the Investor and CNAI, as Agent, entered into
a  Receivables Purchase and Sale Agreement, dated as of June  30,  1989,
and  an  Amendment  No. 1 thereto, dated as of September  27,  1991  and
amended  and  restated the same as of April 15, 1994 (collectively,  the
"Original Agreement").
            
           (7)   The Seller, the Investor and CNAI, as Agent, desire  to
again amend and restate the Original Agreement.

         NOW, THEREFORE, the parties agree as follows:


                           ARTICLE I

                          DEFINITIONS

           SECTION  1.01.   Certain  Defined Terms.   As  used  in  this
Agreement,  the following terms shall have the following meanings  (such
meanings to be equally applicable to both the singular and plural  forms
of the terms defined):

           "Adverse  Claim"  means a lien, security  interest  or  other
charge or encumbrance, or other type of preferential arrangement.

           "Affiliate" means, as to any Person, any other Person,  that,
directly  or indirectly, is in control of, is controlled by or is  under
common  control  with such Person or is a director or  officer  of  such
Person.

           "Affiliated Obligor" means any Obligor which is an  Affiliate
of another Obligor.

           "Agent's  Account" means the special account (account  number
40519819) of the Agent maintained at the office of Citibank at 399  Park
Avenue, New York, New York.

           "Alternate  Base Rate" means, for any period,  a  fluctuating
interest  rate per annum as shall be in effect from time to time,  which
rate per annum shall at all times be equal to the higher of:

           (a)   the rate of interest announced publicly by Citibank  in
     New York, New York, from time to time as Citibank's base rate; or

           (b)   1/2  of one percent above the latest three-week  moving
     average  of  secondary market morning offering rates in the  United
     States  for  three-month certificates of deposit  of  major  United
     States  money  market banks, such three-week moving  average  being
     determined weekly on each Monday (or, if such day is not a Business
     Day, on the next succeeding Business Day) for the three-week period
     ending  on  the  previous Friday by Citibank on the basis  of  such
     rates  reported by certificate of deposit dealers to and  published
     by  the  Federal  Reserve Bank of New York or, if such  publication
     shall  be  suspended or terminated, on the basis of quotations  for
     such rates received by Citibank from three New York certificate  of
     deposit  dealers  of recognized standing selected by  Citibank,  in
     either case adjusted to the nearest 1/4 of one percent or, if there
     is  no  nearest 1/4 of one percent, to the next higher 1/4  of  one
     percent.

           "Assessment  Rate"  for  any Fixed Period  means  the  annual
assessment rate per annum estimated by Citibank on the first day of such
Fixed  Period for determining the then current annual assessment payable
by  Citibank  to  the  Federal  Deposit Insurance  Corporation  (or  any
successor)  for insuring U.S. dollar deposits of Citibank in the  United
States.

           "Assignee Rate" for any Fixed Period for any Share means  (i)
the  applicable  Fees Letter Fees Rate plus (ii) an  interest  rate  per
annum equal to

          (x)  the sum of:

          (a)  the rate per annum obtained by dividing (i) the consensus
     bid  rate  determined by Citibank (rounded upward  to  the  nearest
     whole multiple of 1/100 of 1% per annum, if such consensus bid rate
     is  not such a multiple) for the bid rates per annum, at 9:00  A.M.
     (New York City time) (or as soon thereafter as practicable) on  the
     Business  Day  immediately preceding the first day  of  such  Fixed
     Period  of  New  York certificate of deposit dealers of  recognized
     standing  selected by Citibank for the purchase at  face  value  of
     certificates of deposit of Citibank in New York City in  an  amount
     approximately equal or comparable to the Capital of such  Share  on
     such  first day and with a maturity equal to such Fixed Period,  by
     (ii) a percentage equal to 100% minus the CD Reserve Percentage for
     such Fixed Period, plus

           (b)   in the event that the Seller's long term public  senior
     debt  securities are not rated at least BBB- by Standard  &  Poor's
     Corporation  and Baa3 by Moody's Investors Services, Inc.  (or,  if
     none  of  the Seller's long-term public senior debt securities  are
     publicly  rated  at such time, the Agent shall have determined,  in
     its  sole discretion, that any of such securities would not receive
     at  least  the specified ratings if they were publicly rated),  1%,
     plus

          (c)  the Assessment Rate for such Fixed Period

      or, at the option of the Agent, upon notice to the Seller,
      
          (y)  the sum of:
      
          (a)  0.175% per annum above the Eurodollar Rate for such Fixed
      Period, plus

          (b)  in the  event  that the Seller's long-term public  senior
     debt  securities  are not rated at least BBB-by Standard  &  Poor's
     Corporation  and Baa3 by Moody's Investors Services, Inc.  (or,  if
     none  of  the Seller's long-term public senior debt securities  are
     publicly  rated  at such time, the Agent shall have determined,  in
     its  sole discretion, that any of such securities would not receive
     at least the specified ratings if they were publicly rated), 1%;

provided that

          (i)    for  any Fixed Period on or prior to the first  day  on
     which the Owner shall have notified the Agent that the introduction
     of  or  any  change  in  or in the interpretation  of  any  law  or
     regulation  makes  it  unlawful,  or  any  central  bank  or  other
     governmental authority asserts that it is unlawful, for  the  Owner
     to  fund  such Share at the Assignee Rate set forth above (and  the
     Owner  shall  not  have subsequently notified the Agent  that  such
     circumstances no longer exist),
           
          (ii) in the case of any Fixed Period of one to (and including)
     29 days,
            
          (iii)       in  the case of any Fixed Period as to  which  the
     Agent does not receive notice by 12:00 noon (New York City time) on
     the  third  Business  Day preceding the first  day  of  such  Fixed
     Period,  that the related Share will not be funded by  issuance  of
     commercial paper, and
           
          (iv)   in the case of any Fixed Period for a Share the Capital
     of which allocated to the Owner is less than $500,000,

the  "Assignee Rate" for such Fixed Period shall be an interest rate per
annum  equal  to the Alternate Base Rate in effect on the first  day  of
such  Fixed  Period plus the applicable Fees Letter Fees Rate;  provided
further that the Agent and the Seller may agree in writing from time  to
time upon a different "Assignee Rate".

           "Average  Maturity" means, on any day, that period (expressed
in  days) equal to the average maturity of the Pool Receivables as shall
be  calculated by the Collection Agent as set forth in the  most  recent
Seller Report in accordance with the provisions thereof; provided  that,
if  the  Agent shall disagree with any such calculation, the  Agent  may
recalculate the Average Maturity for such day.

           "Business  Day"  means any day on which  (i)  banks  are  not
authorized  or  required to close in New York  City  and  (ii)  if  this
definition  of  "Business  Day"  is  utilized  in  connection  with  the
Eurodollar  Rate,  dealings  are carried out  in  the  London  interbank
market.

           "Capital" of any Share means the original amount paid to  the
Seller  for  such Share at the time of its acquisition by  the  Investor
pursuant  to Sections 2.01 and 2.02, or such amount divided or  combined
by  any dividing or combining of such Share pursuant to Section 2.09, in
each  case  reduced  from  time  to time  by  Collections  received  and
distributed  on  account  of  such Capital  pursuant  to  Section  2.06;
provided that, if such Capital of such Share shall have been reduced  by
any  distribution  of  any portion of Collections  and  thereafter  such
distribution is rescinded or must otherwise be returned for any  reason,
such  Capital  of such Share shall be increased by the  amount  of  such
distribution, all as though such distribution had not been made.

          "CD Reserve Percentage" for any Fixed Period means the reserve
percentage  applicable  on  the first day of  such  Fixed  Period  under
regulations  issued from time to time by the Board of Governors  of  the
Federal  Reserve System (or any successor) for determining  the  maximum
reserve  requirement  (including, but not  limited  to,  any  emergency,
supplemental  or other marginal reserve requirement) for  Citibank  with
respect   to  liabilities  consisting  of  or  including  (among   other
liabilities) U.S. dollar nonpersonal time deposits in the United  States
with a maturity equal to such Fixed Period.

           "Certificate" means the Original Certificate, as  amended  by
the amendment and restatement of the Original Agreement.

            "Citibank"   means  Citibank,  N.A.,  a   national   banking
association.

           "Citibank Agreement" means the Receivables Purchase and  Sale
Agreement,  dated  as of June 30, 1989, as amended and  restated  as  of
February 28, 1997, among the Seller, Citibank and CNAI, individually and
as  Agent,  as the same may, from time to time, be amended, modified  or
supplemented.

          "Collection Agent" means at any time the Person (including the
Agent) then authorized pursuant to Article VI to service, administer and
collect Pool Receivables.

           "Collection Agent Fee" has the meaning specified  in  Section
2.10.

          "Collection Agent Fee Reserve" for any Share at any time means
the  sum  of (i) the Liquidation Collection Agent Fee for such Share  at
such  time  plus (ii) the unpaid Collection Agent Fee relating  to  such
Share accrued to such time.

           "Collections" means, with respect to any Pool Receivable, all
cash  collections  and  other cash proceeds  of  such  Pool  Receivable,
including,  without  limitation, all cash proceeds of  Related  Security
with  respect to such Pool Receivable, and any Collection of  such  Pool
Receivable deemed to have been received pursuant to Section 2.07.

           "Concentration  Account" means the special  account  (account
number  110-00010-6) of the Seller maintained at the office  of  Firstar
Bank  of  Cedar  Rapids, N.A., at Second Avenue and Third Street,  Cedar
Rapids, Iowa.

          "Concentration Limit" for any Obligor means at any time 3%, or
such  other percentage ("Special Concentration Limit") for such  Obligor
designated  by the Agent in a writing delivered to the Seller;  provided
that,  in  the  case  of  an  Obligor with any Affiliated  Obligor,  the
Concentration  Limit  shall be calculated as if such  Obligor  and  such
Affiliated Obligor are one Obligor; provided further that the Agent  may
cancel  any Special Concentration Limit upon three Business Days' notice
to the Seller.

          "Contract" means any of the Tariffs.

           "CP  Fixed  Period Date" means, for any Share,  the  date  of
Purchase  of  such  Share and thereafter the last day of  each  calendar
month (or, if such day is not a Business Day, the immediately succeeding
Business  Day) or any other day as shall have been agreed to in  writing
by  the  Agent  and the Seller prior to the first day of  the  preceding
Fixed  Period for such Share or, if there is no preceding Fixed  Period,
prior to the first day of such Fixed Period.

            "Credit  and  Collection  Policy"  means  those  credit  and
collection policies and practices in effect on the date hereof  relating
to  Contracts  and Receivables described in Schedule II to the  Original
Agreement, as modified in compliance with Section 5.03(c).

           "Debt"  means  (i)  indebtedness  for  borrowed  money,  (ii)
obligations  evidenced  by bonds, debentures,  notes  or  other  similar
instruments,  (iii) obligations to pay the deferred  purchase  price  of
property  or  services, (iv) obligations as lessee  under  leases  which
shall  have  been  or  should be, in accordance with generally  accepted
accounting principles, recorded as capital leases, (v) obligations under
direct or indirect guaranties in respect of, and obligations (contingent
or otherwise) to purchase or otherwise acquire, or otherwise to assure a
creditor  against  loss in respect of, indebtedness  or  obligations  of
others  of the kinds referred to in clauses (i) through (iv) above,  and
(vi)  liabilities  in  respect of unfunded vested benefits  under  plans
covered by Title IV of ERISA.

           "Default  Ratio" means the ratio (expressed as a  percentage)
computed as of the last day of each calendar month by dividing  (i)  the
aggregate  Outstanding  Balance  of  all  Pool  Receivables  that   were
Defaulted  Receivables  on  such  date  or  would  have  been  Defaulted
Receivables on such date had they not been written off the books of  the
Seller  during such month by (ii) the aggregate Outstanding  Balance  of
all Pool Receivables on such date.

          "Defaulted Receivable" means a Receivable:

           (i)  as to which any payment, or part thereof, remains unpaid
     for 90 days or more from the original due date for such payment;

           (ii) as to which the Obligor thereof has taken any action, or
     suffered  any  event  to occur, of the type  described  in  Section
     7.01(g); or
            
           (iii)      which,  consistent with the Credit and  Collection
     Policy, would be written off the Seller's books as uncollectible.

            "Delinquency  Ratio"  means  the  ratio  (expressed   as   a
percentage)  computed  as  of the last day of  each  calendar  month  by
dividing  (i) the aggregate Outstanding Balance of all Pool  Receivables
that  were Delinquent Receivables at the end of such month by  (ii)  the
aggregate Outstanding Balance of all Pool Receivables on such date.

           "Delinquent  Receivable" means a Receivable  that  is  not  a
Defaulted Receivable and:

           (i)  as to which any payment, or part thereof, remains unpaid
     for thirty days or more from the original due date of such payment;
     or

           (ii) which, consistent with the Credit and Collection Policy,
     would be classified as delinquent by the Seller.

           "Designated  Account" means an account in the  name  of,  and
owned  by,  CNAI, as Agent, designated by the Agent for the  purpose  of
receiving Collections of Pool Receivables.

           "Designated  Obligor"  means,  at  any  time,  each  Obligor;
provided  that any Obligor shall cease to be a Designated  Obligor  upon
three Business Days' notice by the Agent to the Seller.

           "Eligible Receivable" means, at any time and with respect  to
any Share, a Receivable:

          (i)  the Obligor of which (A) is a United States resident, (B)
     is  not  an Affiliate of any of the parties hereto (except  in  the
     case  of this clause (B) for such Receivables as shall not, in  the
     aggregate  for all Obligors that are Affiliates of parties  hereto,
     have  an  Outstanding Balance exceeding 5% of the Capital  of  such
     Share  at such time), and (C) is not a government or a governmental
     subdivision  or agency (except in the case of this clause  (C)  for
     such  Receivables as shall not, in the aggregate for  all  Obligors
     that are governments or governmental subdivisions or agencies, have
     an  Outstanding Balance exceeding 10% of the Capital of such  Share
     at such time);

           (ii) the Obligor of which at the time of the initial creation
     of an interest therein hereunder is a Designated Obligor;

           (iii)      the  Obligor of which at the time of  the  initial
     creation of an interest therein hereunder is not the Obligor of any
     Defaulted Receivables in the aggregate amount of 5% or more of  the
     aggregate  Outstanding  Balance of all  Pool  Receivables  of  such
     Obligor;

           (iv) which at the time of the initial creation of an interest
     therein hereunder is not a Defaulted or Delinquent Receivable;

           (v)   which,  according to the Contract related  thereto,  is
     required to be paid in full within 30 days of the original  billing
     date therefor;

           (vi) which is an account receivable representing all or  part
     of  the  sales price of merchandise, insurance and services  within
     the  meaning  of Section 3(c)(5) of the Investment Company  Act  of
     1940, as amended;

          (vii)     a purchase of which with the proceeds of notes would
     constitute  a "current transaction" within the meaning  of  Section
     3(a)(3) of the Securities Act of 1933, as amended;
           
          (viii)     which is an "account" within the meaning of Section
     9-106  of the UCC of the jurisdiction the law of which governs  the
     perfection of the interest created by a Share;
           
          (ix)   which is denominated and payable only in United  States
     dollars in the United States;
           
          (x)    which arises under a Contract which, together with such
     Receivable, is in full force and effect and constitutes the  legal,
     valid  and  binding  obligation of the Obligor of  such  Receivable
     enforceable against such Obligor in accordance with its  terms  and
     is  not  subject to any dispute, offset, counter-claim  or  defense
     whatsoever (except the discharge in bankruptcy of such Obligor);
           
          (xi)  which, together with the Contract related thereto,  does
     not  contravene  in  any  material  respect  any  laws,  rules   or
     regulations  applicable  thereto  (including,  without  limitation,
     laws, rules and regulations relating to usury, consumer protection,
     truth in lending, fair credit billing, fair credit reporting, equal
     credit opportunity, fair debt collection practices and privacy) and
     with  respect to which no party to the Contract related thereto  is
     in  violation  of any such law, rule or regulation in any  material
     respect;
           
          (xii)      which (A) satisfies all applicable requirements  of
     the  Credit and Collection Policy and (B) complies with such  other
     criteria  and  requirements  (other  than  those  relating  to  the
     collectibility of such Receivable) as the Agent may  from  time  to
     time specify to the Seller upon 30 days' notice; and
            
          (xiii)     as to which, at or prior to the time of the initial
     creation  of an interest therein through a Purchase, the Agent  has
     not  notified the Seller that the Agent has determined, in its sole
     discretion, that such Receivable (or class of Receivables)  is  not
     acceptable for purchase by the Investor hereunder.

           "ERISA" means the Employee Retirement Income Security Act  of
1974, as amended from time to time, and the regulations promulgated  and
rulings issued thereunder.

           "Eurocurrency Liabilities" has the meaning assigned  to  that
term  in  Regulation D of the Board of Governors of the Federal  Reserve
System, as in effect from time to time.

           "Eurocurrency  Liability Yield" means so long  as  any  Owner
shall  be  required under regulations of the Board of Governors  of  the
Federal  Reserve System to maintain reserves with respect to liabilities
or   assets   consisting  of  or  including  Eurocurrency   Liabilities,
additional Yield on the unpaid Capital of each Share of the Owner during
each Fixed Period in respect of which Yield is computed by reference  to
the Eurodollar Rate, for such Fixed Period, at a rate per annum equal at
all  times  during  such  Fixed  Period to  the  remainder  obtained  by
subtracting (i) the Eurodollar Rate for such Fixed Period from (ii)  the
rate obtained by dividing such Eurodollar Rate referred to in clause (i)
above by that percentage equal to 100% minus the Eurodollar Rate Reserve
Percentage of the Owner for such Fixed Period, payable on each  date  on
which  Yield is payable on such Share.  Such additional Yield  shall  be
determined  by  the Owner and notified to the Seller through  the  Agent
within  30  days after any Yield payment is made with respect  to  which
such additional Yield is requested.  A certificate as to such additional
Yield  submitted  to  the Seller and the Agent by  the  Owner  shall  be
conclusive and binding for all purposes, absent manifest error.

           "Eurodollar  Rate" means, for any Fixed Period,  an  interest
rate  per annum equal to the rate per annum at which deposits in  U.  S.
dollars  are  offered  by the principal office  of  Citibank,  N.A.,  in
London, England, to prime banks in the London interbank market at  11:00
A.M.  (London time) two Business Days before the first day of such Fixed
Period  in an amount substantially equal to the Capital associated  with
such Fixed Period on such first day and for a period equal to such Fixed
Period.

           "Eurodollar  Rate Reserve Percentage" of any  Owner  for  any
Fixed  Period in respect of which Yield is computed by reference to  the
Eurodollar  Rate  means the reserve percentage applicable  two  Business
Days  before the first day of such Fixed Period under regulations issued
from  time  to  time  by the Board of Governors of the  Federal  Reserve
System (or any successor) (or if more than one such percentage shall  be
applicable, the daily average of such percentages for those days in such
Fixed  Period  during which any such percentage shall be so  applicable)
for  determining  the  maximum reserve requirement  (including,  without
limitation,  any  emergency,  supplemental  or  other  marginal  reserve
requirement)  for  such  Owner with respect  to  liabilities  or  assets
consisting  of  or  including Eurocurrency  Liabilities  (or  any  other
category of liabilities that includes deposits by reference to which the
interest rate on Eurocurrency Liabilities is determined) having  a  term
equal to such Fixed Period.

           "Event of Investment Ineligibility" has the meaning specified
in Section 7.01.

          "Event of Purchase Ineligibility" means any failure to satisfy
the condition set forth in Section 3.03(b)(iii) or (iv).
           
          "Facility"  means the willingness of the Investor to consider,
in  its  sole discretion pursuant to Article II, the purchase  from  the
Seller of Shares from time to time.

          "Facility  Termination Date"  means the earlier of  April  14,
1999,  or  the date of termination of the Facility pursuant  to  Section
2.03 or Section 7.01.

          "Fee  Letter  Fees"   means the fees as  agreed  to  with  the
Investor pursuant to a separate letter agreement from time to time.

          "Fee Letter Fees Rate"  means the Fee Letter Fees expressed as
a per annum rate.

          "Fixed Period" means with respect to any Share:

          (a)  in the case of any Fixed Period in respect of which Yield
     is  computed  by  reference to the "Investor Rate" referred  to  in
     paragraph (a) of the definition of "Investor Rate", each successive
     period  commencing on each CP Fixed Period Date for such Share  and
     ending  on the next succeeding CP Fixed Period Date for such Share;
     and

          (b)  in the case of any Fixed Period in respect of which Yield
     is  computed  by  reference to the Investor  Rate  referred  to  in
     paragraph (b) of the definition of "Investor Rate", each successive
     period of from one to and including 14 days, or a period of 21, 30,
     60,  90  or 180 days, as the Seller shall select and the Agent  may
     approve  on  notice by the Seller received by the Agent  (including
     notice  by  telephone, confirmed in writing) not later  than  11:00
     A.M.  (New  York City time) on the day which occurs three  Business
     Days  before  the first day of such Fixed Period, each  such  Fixed
     Period  for  such  Share  to  commence  on  the  last  day  of  the
     immediately preceding Fixed Period for such Share (or, if there  is
     no  such  Fixed  Period, on the date of Purchase  of  such  Share),
     except  that if the Agent shall not have received such  notice,  or
     the  Agent and the Seller shall not have so mutually agreed, before
     11:00  A.M.  (New  York City time) on such day, such  Fixed  Period
     shall be one day;

provided that:

           (i)   Yield with respect to any Fixed Period at a Fixed  Rate
     shall  be  computed  by  reference  to  a  monthly,  quarterly,  or
     semi-annual interest period as the Seller may select and the  Agent
     shall approve;

           (ii)  any  Fixed Period (other than of one day)  which  would
     otherwise  end  on  a  day which is not a  Business  Day  shall  be
     extended to the next succeeding Business Day, except that, if Yield
     in  respect  of such Fixed Period is computed by reference  to  the
     Eurodollar Rate and such extension would cause the last day of such
     Fixed Period to occur in the next succeeding month, the last day of
     such Fixed Period shall occur on the immediately preceding Business
     Day;

           (iii)     in the case of any Fixed Period of one day for such
     Share,  (a)  if  such  Fixed Period is such Share's  initial  Fixed
     Period, such Fixed Period shall be the day of the related Purchase;
     (b) any subsequently occurring Fixed Period which is one day shall,
     if  the immediately preceding Fixed Period is more than one day, be
     the  last day of such immediately preceding Fixed Period,  and,  if
     the  immediately preceding Fixed Period is one day, be the day next
     following such immediately preceding Fixed Period; and (c) if  such
     Fixed  Period occurs on a day immediately preceding a day which  is
     not a Business Day, such Fixed Period shall be extended to the next
     succeeding Business Day; and

           (iv)  in  the case of any Fixed Period for such  Share  which
     commences  before  the Termination Date for such  Share  and  would
     otherwise end on a date occurring after such Termination Date, such
     Fixed  Period shall end on such Termination Date, and the  duration
     of  each  Fixed Period which commences on or after the  Termination
     Date  for such Share shall be of such duration as shall be selected
     by the Agent.

           "Fixed  Rate" means for any Fixed Period (i) the  Fee  Letter
Fees  Rate  plus  (ii) the rate per annum determined by  the  Agent  for
funding  by the Investor of the Purchase or maintenance of a  Share  for
such  Fixed Period as agreed between the Agent and the Seller;  provided
that, if the rate under (ii) above of this definition of "Fixed Rate" as
agreed between the Agent and the Seller and the Investor with regard  to
any  Fixed Period for any Share is a discount rate, the "Fixed Rate" for
such  Fixed Period shall be (x) the Fees Letter Fees Rate plus  (y)  the
rate resulting from converting such discount rate to an interest-bearing
equivalent  rate  per  annum.   The Seller  understands  that  upon  the
agreement  between  the Seller and Agent of a Fixed  Rate  for  a  Fixed
Period,  the  Agent  on  behalf of the Investor intends  to  enter  into
funding  arrangements with third parties on terms and  conditions  which
could result in loss to the Investor if the Capital with respect to such
Fixed  Period  does  not remain outstanding at the Fixed  Rate  for  the
entire Fixed Period at the amount of Capital paid to the Seller for such
Share  at  the time of its purchase.  Therefore, if (i) the  Capital  of
such Share paid to the Seller with respect to such Share at the time  of
its  purchase shall be reduced prior to the end of such Fixed Period  or
(ii)  the Termination Date for such Share shall occur before the end  of
such Fixed Period, the Fixed Rate shall be recomputed so as to indemnify
and hold harmless the Investor or the Agent for all losses, liabilities,
costs  and  expenses  related thereto (including, but  not  limited  to,
attorneys'  fees  and  expenses and the cost  of  interest  rate  swaps,
dollars, forward agreements and futures contracts in connection with the
Investor's  funding or maintenance of any Share at  a  Fixed  Rate)  and
shall  include as liquidated damages a fee equal to the sum of  (x)  the
accrued and unpaid applicable Fee Letter Fees plus (ii) the product of

                 [CLA x (F-R) x [1-(1+R/f)-n]
                        -----   -------------                          
                          f         R/f

where:

               CLA   =     Capital  Liquidation Amount,  as  hereinafter
               defined;

               F     =    Fixed Rate (computed without regard to the Fees
               Letter Fees Rate) for such Share for such Fixed Period;

               R    =     Redeployment Rate, as hereinafter defined;

               f     =    Fixed  Rate (determined without regard to  the
               Fee Letter Fees) payment frequency per annum; and

               n     =     Number of interest payment periods  remaining
               from Fee Determination Date to end of Fixed Period.

      The  parties  hereto  acknowledge  that  the  cost  of  any  early
termination of any funding arrangement with third parties prior  to  the
originally  scheduled  termination  date  thereof,  including,   without
limitation, interest rate swaps, collars, forward agreement and  futures
contracts  could  result  in a payment by the Agent  on  behalf  of  the
Investor  to  the  third party providing such funding arrangement.   Any
such breakage cost will be determined by such third party providing such
funding  arrangement  in its sole discretion, and such  amount  will  be
included  in the losses, liabilities, costs and expenses included  as  a
consequence  in such recomputed Fixed Rate.  "Redeployment  Rate"  shall
mean  the  rate of interest at which the Agent is able to  reinvest  the
Capital  Liquidation Amount for a period comparable to the  period  from
the  Fee  Determination Date to the last day of  such  Fixed  Period  in
compliance  with  the Investor's investment policy.  "Fee  Determination
Date"  means the date on which the Capital is not so maintained  or  the
date  on  which  an amount of Capital of such Share was paid.   "Capital
Liquidation Amount" means, the total amount of Capital of such Share not
so  maintained or the total amount of Capital of such Share  paid.   For
purposes  of this definition of "Fixed Rate", the Fixed Period shall  be
computed  without  regard  to clause (iv) of the  definition  of  "Fixed
Period".   The Agent's determination of the Redeployment Rate  shall  be
conclusive,  absent  manifest error.  The indemnification  provided  for
herein  shall  be  continuing and shall survive any termination  of  the
Agreement.

           "Indemnified  Party"  has the meaning  specified  in  Section
10.01.

           "Investor"  shall include Ciesco L.P. and  any  successor  or
assign of the Investor that is a receivables investment company which in
the  ordinary  course of its business issues commercial paper  or  other
securities to fund its acquisition and maintenance of receivables.

           "Investor Rate" for any Fixed Period for any Share means  (i)
the Fee Letter Fees Rate plus (ii):

                    (a) the per annum equivalent to the weighted average
          of  the per annum rates paid or payable by the Owner from time
          to time as interest on or otherwise (by means of interest rate
          hedges  or  otherwise)  in respect of those  promissory  notes
          issued  by the Owner that are allocated, in whole or in  part,
          by  CNAI  (on  behalf of the Owner) to fund  the  Purchase  or
          maintenance  of  such  Share  during  such  Fixed  Period,  as
          determined  by CNAI (on behalf of the Owner) and  reported  to
          the Seller and, if the Collection Agent is not the Seller, the
          Collection Agent, which rates shall reflect and give effect to
          the commissions of placement agents and dealers in respect  of
          such  promissory  notes, to the extent  such  commissions  are
          allocated,  in whole or in part, to such promissory  notes  by
          CNAI (on behalf of the Owner); provided that, if any component
          of  such rate is a discount rate, in calculating the "Investor
          Rate" for such Fixed Period CNAI shall for such component  use
          the  rate resulting from converting such discount rate  to  an
          interest bearing equivalent rate per annum; or
                     
                    (b)  the rate equivalent to the Fixed Rate as agreed
          between the Agent and the Seller; or

                    (c) if no Fixed Rate is agreed between the Agent and
          the  Seller and if such Owner is not able to fund its Purchase
          or  maintenance  of such Share for such Fixed  Period  by  its
          issuing promissory notes referred to in paragraph (a) above, a
          rate  equal to the Assignee Rate for such Fixed Period or such
          other  rate  as  the Agent and the Seller shall  agree  to  in
          writing;

provided  that,  if  such  Owner so requests  and  the  Seller  consents
thereto,  the "Investor Rate" for any Fixed Period of one day  shall  be
the Assignee Rate for such Fixed Period.

           "Seller Report" means a report, in substantially the form  of
Exhibit  B  hereto, furnished by the Collection Agent to the  Agent  for
each Owner pursuant to Section 2.07.

           "Liquidation Collection Agent Fee" means for any Share at any
date  an  amount equal to (i) the Capital of such Share as at such  date
multiplied  by (ii) the product of (a) the percentage per  annum  as  at
such  date of the Collection Agent Fee and (b) a fraction having as  its
numerator the Average Maturity and 360 as its denominator.

           "Liquidation  Day" for any Share means either  (i)  each  day
during any Settlement Period for such Share on which the conditions  set
forth  in Section 3.03 are not satisfied (and such failure of conditions
is  not waived by the Agent), provided that such conditions are also not
satisfied (and such failure of conditions is not waived by the Agent) on
any succeeding day during such Settlement Period, or (ii) each day which
occurs on or after the Termination Date for such Share.

           "Liquidation Fee" means, for each Share for any Fixed  Period
(computed  without  regard to clause (iv) of the  definition  of  "Fixed
Period")  during which any Liquidation Day or Termination Date for  such
Share  occurs,  the  amount, if any, by which (i) the  additional  Yield
(calculated without taking into account any Liquidation Fee) which would
have  accrued  on  the reductions of Capital of such Share  during  such
Fixed  Period  (as  so  computed) if such  reductions  had  remained  as
Capital, exceeds (ii) the income, if any, received by the Owner of  such
Share  from  such Owner's investing the proceeds of such  reductions  of
Capital.

           "Liquidation  Yield" means, for any Share  at  any  date,  an
amount equal to the product of (i) the Capital of such Share as at  such
date and (ii) the product of (a) the Assignee Rate for such Share for  a
Fixed Period deemed to commence at such time for a period of 30 days and
(b)  a fraction having as its numerator the Average Maturity and 360  as
its denominator.

           "Loss  Percentage"  means, for any Share  at  any  date,  the
greater of (i) three times the highest Default Ratio as of the last  day
of the three months ended immediately preceding such date, and (ii) 9%.

           "Miscellaneous Fees" for any Share at any time means, the sum
of the following:

           (a)  any unpaid reasonable fees and out of pocket expenses of
counsel for the Agent, the Investor, CNA and their respective Affiliates
with  respect  to advising the Agent, the Investor, Citibank,  CNAI  and
their  respective Affiliates as to their rights and remedies under  this
Agreement,  and  all  costs  and expenses, if  any  (including,  without
limitation,  reasonable counsel fees and expenses)  of  the  Agent,  the
Owner,  CNAI  and  their respective Affiliates, in connection  with  the
enforcement   (whether  through  negotiations,  legal   proceedings   or
otherwise) of this Agreement, the Certificate and the other documents to
be delivered hereunder;
            
           (b)    any  and  all  commissions  of  placement  agents  and
commercial  paper dealers in respect of commercial paper  notes  of  the
Investor issued to fund the Purchase or maintenance of any Share and any
and  all  stamp  and other taxes and fees payable or  determined  to  be
payable in connection with the execution, delivery, filing and recording
of  this  Agreement,  the  Certificate or  the  other  documents  to  be
delivered  hereunder, and any and all liabilities  with  respect  to  or
resulting  from  any delay in paying or omission to pay such  taxes  and
fees.       
            
           (c)   all  other costs, expenses and taxes (excluding  income
taxes)  incurred by the Owner or any shareholder of the Investor ("Other
Costs"),  including,  without  limitation,  the  cost  of  auditing  the
Investor's books by certified public accountants, the cost of rating the
Investor's  commercial paper by independent financial  rating  agencies,
the  taxes  (excluding  income  taxes)  resulting  from  the  Investor's
operations,  and  the  reasonable fees  and  out-of-pocket  expenses  of
counsel  for  the  Investor or any counsel for any  shareholder  of  the
Investor with respect to (i) advising the Investor or shareholder as  to
its  rights  and  remedies under this Agreement,  (ii)  the  enforcement
(whether through negotiations, legal proceedings or otherwise)  of  this
Agreement,  the  Certificate and the other  documents  to  be  delivered
hereunder,  or  (iii) advising the Investor or such  shareholder  as  to
matters  relating to the Investor's operations; provided  that,  if  the
Investor  enters  into  agreements for  the  purchase  of  interests  in
receivables  from  one  or  more other Persons  ("Other  Sellers"),  the
liability  for the Other Costs shall be attributed ratably in accordance
with  the  usage  under the respective facilities  of  the  Investor  to
purchase receivables or interests therein from the Seller and each Other
Seller;  and provided further that, if such Other Costs are attributable
to  the Seller and not attributable to any Other Seller, the computation
of  the Miscellaneous Fees shall provide for full payment of such  Other
Costs; however, if such Other Costs are attributable to any Other Seller
and  not to the Seller, the Other Seller shall be solely liable for such
Other Costs.

            "Net  Receivables  Pool  Balance"  means  at  any  time  the
Outstanding Balance of the Eligible Receivables in the Receivables  Pool
at such time reduced by the sum of (i) the aggregate Outstanding Balance
of  the  Defaulted Receivables in the Receivables Pool at such time  and
(ii)  the aggregate amount by which the then Outstanding Balance of  all
Pool  Receivables  (other than Defaulted Receivables)  of  each  Obligor
exceeds  the product of (A) the Concentration Limit for such Obligor  at
such  time  multiplied by (B) the Outstanding Balance  of  the  Eligible
Receivables in the Receivables Pool at such time.

           "Obligor" means a Person obligated to make payments  pursuant
to a Contract.

           "Original Certificate" means the certificate of assignment by
the  Seller  to  the Agent, dated as of June 30, 1989, pursuant  to  the
Original Agreement.

           "Outstanding Balance" of any Receivable at any time means the
then outstanding principal balance thereof.

           "Owner"  shall include the Investor and all other  owners  by
assignment  or otherwise of a Share and, to the extent of the  undivided
interests so purchased, shall include any participants.

            "Person"   means  an  individual,  partnership,  corporation
(including a business trust), joint stock company, trust, unincorporated
association,  joint  venture or other entity, or  a  government  or  any
political subdivision or agency thereof.

          "Pool Receivable" means a Receivable in the Receivables Pool.

          "Provisional Liquidation Day"  means any day which could be  a
Liquidation  Day but for the proviso in clause (i) of the definition  of
"Liquidation Day".

           "Purchase" means a purchase by the Investor of a  Share  from
the Seller pursuant to Article II.

           "Purchase  Limit" means $65,000,000, as such  amount  may  be
reduced pursuant to Section 2.03.

           "Receivable"  means the indebtedness of any Obligor  under  a
Contract  arising  from a sale of gas or electricity  or  steam  by  the
Seller,  and  includes the right to payment of any interest  or  finance
charges and other obligations of such Obligor with respect thereto.

           "Receivables Pool" means at any time the aggregation of  each
then  outstanding  Receivable in respect  of  which  the  Obligor  is  a
Designated  Obligor or, as to any Receivable in existence on such  date,
was  a  Designated Obligor on the date of any Purchase  or  reinvestment
pursuant to Section 2.05.

           "Reinvestment  Termination Date" for  any  Share  means  that
Business Day which the Seller designates or, if the conditions precedent
in  Section  3.03 are not satisfied, such Business Day which  the  Agent
designates,  as  the Reinvestment Termination Date  for  such  Share  by
notice  to the Agent (if the Seller so designates) or to the Seller  (if
the  Agent  so  designates)  at least one Business  Day  prior  to  such
Business Day.

          "Related Security" means with respect to any Receivable:

                (i) all security interests or liens and property subject
     thereto  from  time to time purporting to secure  payment  of  such
     Receivable,  whether  pursuant  to the  Contract  related  to  such
     Receivable  or  otherwise, together with all  financing  statements
     signed  by  an  Obligor  describing any  collateral  securing  such
     Receivable; and
                 
                (ii)  all guarantees, insurance and other agreements  or
     arrangements of whatever character from time to time supporting  or
     securing  payment  of  such  Receivable  whether  pursuant  to  the
     Contract related to such Receivable or otherwise.

          "Settlement Period" for any Share means each period commencing
on  the first day of each Fixed Period for such Share and ending on  the
last  day  of such Fixed Period or in the case of a Fixed Period  for  a
Fixed  Rate on such other day as the Investor and the Agent may mutually
agree,  and,  on  and after the Termination Date for  such  Share,  such
period (including, without limitation, a period of one day) as shall  be
selected  from time to time by the Agent or, in the absence of any  such
selection,  each  period  of  thirty days  from  the  last  day  of  the
immediately preceding Settlement Period.

           "Share" means, at any time, an undivided percentage ownership
interest  at  such  time  in (i) all then outstanding  Pool  Receivables
arising   prior   to  the  time  of  the  most  recent  computation   or
recomputation of such undivided percentage interest pursuant to  Section
2.04,  (ii)  all Related Security with respect to such Pool  Receivables
and  (iii) all Collections with respect to, and other proceeds of,  such
Pool  Receivables.  Such undivided percentage interest  for  such  Share
shall be computed as

                       C + YR + CAFR + MF
                       ------------------
                              NRPB

where:

                    C     =    the Capital of such Share at the time
                    of such computation;

                    YR    =    the Yield Reserve of such Share  at
                    the time of such computation;

                    CAFR  =    the Collection Agent Fee Reserve  of
                    such Share at the time of such computation;

                    MF    =    the accrued Miscellaneous Fees at the time
                    of such computation; and

                    NRPB  =    the Net Receivables Pool Balance  at
                    the time  of such computation.

Each  Share  shall  be  determined from time to  time  pursuant  to  the
provisions of Section 2.04.

           "Special  Account" means an account maintained at  a  Special
Account Bank for the purpose of receiving Collections.

           "Special Account Bank" means any of the banks holding one  or
more Special Accounts.

           "Tariff" means each of the Seller's tariffs pursuant to which
the Seller shall provide electricity or gas or steam to certain Obligors
from time to time and pursuant to which such Obligors shall be obligated
to  pay for such electricity or gas or steam from time to time, each  in
the form delivered to the Agent.

           "Termination Date" for any Share means the earlier of (i) the
Reinvestment  Termination  Date for such Share  and  (ii)  the  Facility
Termination Date.

           "UCC" means the Uniform Commercial Code as from time to  time
in effect in the specified jurisdiction.

          "Yield" means:

           (i)  for  each Share for any Fixed Period to the  extent  the
     Investor will be funding such Share on the first day of such  Fixed
     Period  through  the issuance of commercial paper  or  through  the
     issuance of notes at a Fixed Rate,
            
                    IR x C x  ED + LF + ELY
                              --
                              360
            
           (ii)  for  each Share for any Fixed Period to the extent  the
     Owner will not be funding such Share on the first day of such Fixed
     Period through the issuance of commercial paper or notes,

                    AR x C x  ED + LF + ELY
                              --
                              360

where:

               AR   =    the Assignee Rate for such Share for such Fixed
               Period;

               C    =    the  Capital of such Share during such  Fixed
               Period;   
                         
               IR   =    the Investor Rate for such Share for such Fixed
               Period;   
                          
               ED   =    the actual number of days elapsed during such
               Fixed  Period, provided that, in the case of Fixed Period
               at  a  Fixed  Rate,  the fraction shall  be  adjusted  to
               correspond to the calculation of interest on any note the
               proceeds  of which fund or maintain the Capital  of  such
               Share;     
                                  
               LF   =    the Liquidation Fee, if any, for such Share for
               such Fixed Period; and
                                             
               ELY  =    the Eurocurrency Liability Yield, if any,  for
               such Share for such Fixed Period.

provided  that,  with respect to any Fixed Period in  respect  of  which
Yield  is  computed  by reference to a Fixed Rate, Yield  shall  be  the
aggregate  of  all  such  computations for such  Fixed  Period  for  the
applicable  monthly,  quarterly, or semiannual interest  period  as  the
Seller may have selected and the Agent shall have approved; and provided
further  that  no  provision of this Agreement or the Certificate  shall
require the payment or permit the collection of Yield in excess  of  the
maximum permitted by applicable law; and provided further that Yield for
any  Share  shall not be considered paid by any distribution if  at  any
time  such  distribution is rescinded or must otherwise be returned  for
any reason.

          "Yield Reserve" for any Share at any time means the sum of (i)
the  Liquidation Yield at such time for such Share, and (ii) the accrued
and unpaid Yield for such Share.

            SECTION  1.02.  Other  Terms.    All  accounting  terms  not
specifically  defined  herein  shall be  construed  in  accordance  with
generally  accepted accounting principles.  All terms used in Article  9
of  the  UCC  in  the  State of New York, and not  specifically  defined
herein, are used herein as defined in such Article 9.
                            
            SECTION 1.03. Computation of Time Periods.  Unless otherwise
stated in this Agreement, in the computation of a period of time from  a
specified  date to a later specified date, the word "from"  means  "from
and  including"  and  the  words "to" and "until"  each  means  "to  but
excluding".
marked for toc1
                           ARTICLE II

               AMOUNTS AND TERMS OF THE PURCHASES

            SECTION  2.01.   Facility.   On  the  terms  and  conditions
hereinafter  set  forth, the Investor may, in its sole discretion,  make
Purchases  from time to time during the period from the date  hereof  to
the  Facility  Termination  Date.   Under  no  circumstances  shall  the
Investor make any Purchase if, after giving effect to such Purchase, the
aggregate  outstanding Capital of Shares, together  with  the  aggregate
outstanding  "Capital" of "Shares" under the Citibank  Agreement,  would
exceed  the  Purchase Limit.  The Owner of each Share  shall,  with  the
proceeds of Collections attributable to such Share, reinvest pursuant to
Section  2.05(ii)  in additional undivided percentage interests  in  the
Pool  Receivables by making an appropriate readjustment of  such  Share.
Nothing  in  this  Agreement shall be deemed to be  or  construed  as  a
commitment  by  the Investor to purchase any Share  at  any  time.   The
purchase  price  for each Share shall be equal to the  initial  purchase
price  payable  pursuant  to  Section 2.02,  the  reinvestment  payments
pursuant  to  Section 2.05 and the deferred purchase price  payment,  if
any, pursuant to Sections 2.04(a) and 2.06.

           SECTION 2.02.  Making Purchases.  Each Purchase shall be made
on  at  least three Business Days' notice (and, in the case of  a  Fixed
Period  at a Fixed Rate, seven Business Days' written notice)  from  the
Seller  to the Agent.  Each such notice of a Purchase for a Fixed Period
at  a Fixed Rate shall be by telecopier, telex or cable and confirmed in
writing  and  each such notice shall be substantially  in  the  form  of
Exhibit D hereto.  Each such notice of a proposed Purchase shall specify
the  desired  initial purchase price for such Share to be  paid  to  the
Seller,  and  the  date of purchase and duration of  the  initial  Fixed
Period  for  the  Share  to be purchased.  The Investor  shall  promptly
notify  the Agent whether it has determined to make such Purchase.   The
Agent  shall promptly thereafter notify the Seller whether the  Investor
has determined to make such Purchase and whether the desired duration of
the  initial  Fixed Period for the Share to be purchased is  acceptable.
On  the date of each Purchase, the Investor shall, upon satisfaction  of
the  applicable conditions set forth in Article III, make  available  to
the  Agent the initial purchase price by deposit of such amount in  same
day  funds  to the Agent's Account, and, after receipt by the  Agent  of
such  funds,  the  Agent will cause such funds to  be  made  immediately
available  to  the Seller at Citibank's office at 399 Park  Avenue,  New
York,  New  York.  The Investor shall on the date of each Purchase,  and
the  Owner  of  each Share shall on the first day of each  Fixed  Period
(other  than the initial Fixed Period) for such Share, notify the  Agent
of  the  Investor Rate for such Fixed Period.  The parties hereto intend
the  sale  of each Share to be a true sale thereof (and not the transfer
of  a  lien therein) and, accordingly, will treat the sale of each Share
as a sale for accounting purposes.

          SECTION 2.03.  Termination or Reduction of the Purchase Limit.
(a)  Optional.  The Seller may, upon at least two Business Days'  notice
to the Agent, terminate in whole or reduce in part the unused portion of
the Purchase Limit; provided that, for purposes of this Section 2.03(a),
the unused portion of the Purchase Limit shall be computed as the excess
of  (A)  the Purchase Limit immediately prior to giving effect  to  such
termination  or reduction over (B) the sum of (i) the aggregate  Capital
of  Shares  outstanding  at the time of such computation  and  (ii)  the
aggregate "Capital" of "Shares" outstanding under the Citibank Agreement
at  such time; provided further that each partial reduction shall be  in
an amount equal to $1,000,000 or an integral multiple thereof.  Any date
on  which  the  Purchase  Limit shall be reduced  to  zero  shall  be  a
"Facility Termination Date", and this Agreement shall terminate  on  the
first  day  thereafter when no Capital of any Share shall be outstanding
and  all  other amounts then due and payable under this Agreement  shall
have been paid in full.

           (b)  Mandatory.   On  each  day on which  the  Seller  shall,
pursuant  to Section 2.03(a) of the Citibank Agreement, reduce  in  part
the  unused  portion  of  the Commitment (as  defined  in  the  Citibank
Agreement),  the Purchase Limit shall automatically reduce by  an  equal
amount.   The Purchase Limit shall automatically terminate in  whole  on
any  day  on  which the Seller shall terminate in whole  the  Commitment
pursuant to Section 2.03(a) of the Citibank Agreement.

           SECTION  2.04.   Share.  (a) Each Share  shall  be  initially
computed  as of the opening of business of the Collection Agent  on  the
date  of Purchase of such Share.  Thereafter until the Termination  Date
for  such Share, such Share shall be automatically recomputed as of  the
close  of  business of the Collection Agent on each day  (other  than  a
Liquidation  Day  and Provisional Liquidation Day).   Such  Share  shall
remain  constant  from  the time as of which  any  such  computation  or
recomputation  is  made  until  the time  as  of  which  the  next  such
recomputation, if any, shall be made.  Any Share, as computed as of  the
day  immediately  preceding the Termination Date for such  Share,  shall
remain  constant at all times on and after such Termination Date.   Such
Share  shall  become zero at such time as the Owner of such Share  shall
have  received the accrued Yield and Miscellaneous Fees for  such  Share
and  shall  have recovered the Capital of such Share, and the Collection
Agent  shall  have received the accrued Collection Agent  Fee  for  such
Share  and all subsequent Collections received by the Collection  Agent,
if  any,  with  respect  to such Share as calculated  immediately  prior
thereto shall be distributed by the Collection Agent (on behalf  of  the
Owner)  to  the  Seller as a deferred purchase price  payment  for  such
Share.

           (b)  If  any Share would otherwise be reduced on any  day  on
account  of  Receivables arising as or becoming  Pool  Receivables,  the
Owner  of such Share may prevent such reduction by giving notice to  the
Collection  Agent, before the close of business of the Collection  Agent
on  such  day, that such Share's interest in such Receivables is  to  be
limited  so as to prevent such reduction.  If such notice is  given  for
any  day for any Share, the Receivables Pool for such Share and the  Net
Receivables Pool Balance for such Share, will include, with  respect  to
Receivables  arising as or becoming Pool Receivables on such  day,  only
such  number of such Receivables or such portion of such Receivables  as
shall  cause such Share to remain constant, such Receivables or  portion
thereof  being included in the Receivables Pool for such  Share  in  the
order  of  the Seller's account numbers for such Receivables  up  to  an
aggregate amount so as to cause such Share to remain constant,  and  the
remainder  of  such Receivables or portion thereof shall be  treated  as
Receivables arising on the next succeeding Business Day.

          SECTION 2.05.  Non-Liquidation Settlement Procedures.  On each
day  (other  than  a Liquidation Day or a Provisional  Liquidation  Day)
during  each  Settlement  Period for each Share,  the  Collection  Agent
shall:  (i) out of Collections of Pool Receivables attributable to  such
Share received on such day, set aside and hold in trust for the Owner of
such  Share  an  amount  equal  to  the Yield,  Miscellaneous  Fees  and
Collection Agent Fee accrued through such day for such Share and not  so
previously   set  aside  and  (ii)  reinvest  the  remainder   of   such
Collections,  for  the benefit of such Owner, by recomputation  of  such
Share pursuant to Section 2.04 as of the end of such day and the payment
of  such  remainder to the Seller.  On the last day of  each  Settlement
Period for each Share, the Collection Agent shall deposit to the Agent's
Account for the account of the Owner of such Share the amounts set aside
as  described in clause (i) of the first sentence of this Section  2.05.
Upon receipt of such funds by the Agent, the Agent shall distribute them
to  the  Owner  of  such  Share in payment  of  the  accrued  Yield  and
Miscellaneous Fees for such Share and to the Collection Agent in payment
of  the accrued Collection Agent Fee payable with respect to such Share.
If  there  shall  be  insufficient funds on deposit  for  the  Agent  to
distribute  funds in payment in full of the aforementioned amounts,  the
Agent   shall  distribute  funds,  first,  in  payment  of  the  accrued
Collection Agent Fee payable with respect to such Share, and second,  in
payment of the accrued Yield for such Share and third, in payment of the
accrued Miscellaneous Fees payable with respect to such Share.

           SECTION  2.06.  Liquidation Settlement Procedures.   On  each
Liquidation  Day  and on each Provisional Liquidation  Day  during  each
Settlement Period for each Share, the Collection Agent shall  set  aside
and  hold in escrow for the Owner of such Share the Collections of  Pool
Receivables  attributable to such Share received on such  day.   On  the
last  day of each Settlement Period for each Share, the Collection Agent
shall  deposit to the Agent's Account for the account of  the  Owner  of
such Share the amounts set aside pursuant to the preceding sentence  but
not  to exceed the sum of (i) the accrued Yield for such Share, (ii) the
Capital  of  such Share, (iii) the accrued Collection Agent Fee  payable
with  respect to such Share (iv) the accrued Miscellaneous Fees  payable
with respect to such Share and (v) the aggregate amount of other amounts
owed  hereunder by the Seller to the Owner of such Share.   Any  amounts
set  aside pursuant to the first sentence of this Section 2.06  and  not
required  to  be  deposited  to  the Agent's  Account  pursuant  to  the
preceding  sentence shall be paid to the Seller by the Collection  Agent
on  behalf  of the Owner as a deferred purchase price payment  for  such
Share; provided, however, that if amounts are set aside pursuant to  the
first  sentence of this Section 2.06 on any Provisional Liquidation  Day
which  is  subsequently  determined not to be a  Liquidation  Day,  such
amounts shall be applied pursuant to the first sentence of Section  2.05
on  the  day  of such subsequent determination.  Upon receipt  of  funds
deposited to the Agent's Account pursuant to the second sentence of this
Section  2.06, the Agent shall distribute them (A) to the Owner of  such
Share  (w)  in  payment  of the accrued Yield for  such  Share,  (x)  in
reduction (to zero) of the Capital of such Share, (y) in payment of  the
accrued Miscellaneous Fees with respect to such Share and (z) in payment
of  any other amounts owed by the Seller hereunder to such Owner and (B)
to  the Collection Agent in payment of the accrued Collection Agent  Fee
payable  with  respect  to such Share.  If there shall  be  insufficient
funds on deposit for the Agent to distribute funds in payment in full of
the aforementioned amounts, the Agent shall distribute funds, first,  in
payment of the accrued Collection Agent Fee payable with respect to such
Share, second, in payment of the Accrued Yield for such Share, third, in
reduction  of Capital of such Share, fourth, in payment of  the  accrued
Miscellaneous Fees with respect to such Share, and Fifth, in payment  of
other amounts payable to such Owner.

           SECTION 2.07.  General Settlement Procedures.  If on any  day
the Outstanding Balance of a Pool Receivable is either (i) reduced as  a
result of any defective, rejected or returned merchandise, insurance  or
services,  any cash discount, or any adjustment by the Seller,  or  (ii)
reduced  or canceled as a result of a setoff in respect of any claim  by
the Obligor thereof against the Seller (whether such claim arises out of
the  same  or  a  related transaction or an unrelated transaction),  the
Seller shall be deemed to have received on such day a Collection of such
Receivable in the amount of such reduction or cancellation (which  shall
be  remitted to the Collection Agent and distributed pursuant to Section
2.05  or  2.06  hereof,  as applicable).  If  on  any  day  any  of  the
representations or warranties in Section 4.01(h) is no longer true  with
respect  to  a  Pool  Receivable, the Seller shall  be  deemed  to  have
received  on  such  day  a Collection in full of such  Pool  Receivable.
Except as stated in the preceding sentences of this Section 2.07  or  as
otherwise  required by law or the underlying Contract,  all  Collections
received  from  an  Obligor  of  any  Receivable  shall  be  applied  to
Receivables then outstanding of such Obligor in the order of the age  of
such  Receivables, starting with the oldest such Receivable,  except  if
payment  is  designated  by  such Obligor for  application  to  specific
Receivables.   Prior  to  the  15th Business  Day  of  each  month,  the
Collection  Agent shall prepare and forward to the Agent for each  Owner
of a Share (A) an Seller Report, relating to each Share, as of the close
of  business  of the Collection Agent on the last day of the immediately
preceding  month, and (B) a listing by Obligor of all Pool  Receivables,
together  with  an analysis as to the aging of such Receivables,  as  of
such  last day.  On or prior to the day the Collection Agent is required
to  make  a  deposit  with respect to a Settlement  Period  pursuant  to
Section  2.05  or  2.06,  the  Seller will  advise  the  Agent  of  each
Liquidation  Day  and each Provisional Liquidation Day occurring  during
such  Settlement  Period and of the allocation of  the  amount  of  such
deposit to each outstanding Share; provided that, if the Seller  is  not
the  Collection Agent, the Seller shall advise the Collection  Agent  of
the  occurrence  of  each  such Liquidation  Day  and  each  Provisional
Liquidation Day occurring during such Settlement Period on or  prior  to
such day.

          SECTION 2.08.  Payments and Computations, Etc.  All amounts to
be  paid or deposited by the Seller hereunder shall be paid or deposited
in  accordance with the terms hereof no later than 11:00 A.M. (New  York
City  time) on the day when due in lawful money of the United States  of
America in same day funds to the Agent's Account.  The Seller shall,  to
the  extent  permitted by law, pay to the Agent interest on all  amounts
not  paid  or deposited when due hereunder at the Alternate  Base  Rate,
payable  on  demand, provided that such interest rate shall not  at  any
time exceed the maximum rate permitted by applicable law.  Such interest
shall be retained by the Agent except to the extent that such failure to
make  a  timely  payment or deposit has continued beyond  the  date  for
distribution by the Agent of such overdue amount to an Owner of a Share,
in  which case such interest accruing after such date shall be  for  the
account  of,  and  distributed by the Agent to, the  Owners  ratably  in
accordance with their respective interests in such overdue amount.   All
computations  of  interest and all computations  of  Yield,  Liquidation
Yield  and  fees hereunder shall be made on the basis of a year  of  360
days  for  the actual number of days (including the first but  excluding
the last day) elapsed.

           SECTION  2.09.  Dividing or Combining of Shares.  The  Seller
may, on notice received by the Agent not later than 11:00 A.M. (New York
City  time) three Business Days before the last day of any Fixed  Period
for  any then existing Share (an "Existing Share"), divide such Existing
Share  on such last day into two or more new Shares, each such new Share
having  Capital  as designated in such notice and all  such  new  Shares
collectively  having  aggregate Capital equal to  the  Capital  of  such
Existing  Share.  The Seller may, on notice received by  the  Agent  not
later  than  11:00 A.M. (New York City time) three Business Days  before
the last day of any Fixed Periods ending on the same day for two or more
Existing  Shares  owned by the same Owner or the date  of  any  proposed
Purchase  (if  the  last day of such Fixed Period is the  date  of  such
proposed  Purchase),  either (i) combine such Existing  Shares  or  (ii)
combine  such  Existing Share or Shares, if owned by the  Investor,  and
such  proposed  Share to be purchased, on such last  day  into  one  new
Share,  such new Share having Capital equal to the aggregate Capital  of
such Existing Shares, or such Existing Share or Shares and such proposed
Share, as the case may be.  On and after any division or combination  of
Shares  as  described above, each of the new Shares resulting from  such
division, or the new Share resulting from such combination, as the  case
may be, shall be a separate Share having Capital as set forth above, and
shall take the place of such Existing Share or Shares or proposed Share,
as  the  case  may be, in each case under and for all purposes  of  this
Agreement, and the Agent shall annotate the Certificate accordingly.

           SECTION  2.10.  Fees.  Each Owner shall pay to the Collection
Agent  a  collection fee (the "Collection Agent Fee") of 1/4 of  1%  per
annum on the average daily amount of Capital of each Share owned by such
Owner,  from the date of the initial Purchase hereunder until the  later
of  the  Facility Termination Date or the date on which such Capital  is
reduced  to zero, payable on the last day of each Settlement Period  for
such  Share;  provided that, upon three Business  Days'  notice  to  the
Agent, the Collection Agent may (if not the Seller) elect to be paid, as
such  fee,  another percentage per annum on the average daily amount  of
Capital  of  each such Share, but in no event in excess of 110%  of  the
costs  and expenses referred to in Section 6.02(b); and provided further
that  such fee shall be payable only from Collections pursuant  to,  and
subject to the priority of payment set forth in, Sections 2.05 and 2.06.

          SECTION 2.11.  Recourse for Defaulted Receivables.

           (a)  To  the extent of the Default Recourse Limit (as defined
below)  then  available, on the last day of each Settlement  Period  for
each  Share in which a Liquidation Day has occurred for such Share,  the
Seller  shall  be obligated to pay to the Agent for the account  of  the
Owner  of  such  Share, without prejudice to any other rights  that  any
Owner may have hereunder or under applicable law, an amount equal to the
interest of such Share in the Outstanding Balance of any Pool Receivable
that at such time is a Defaulted Receivable (but without duplication  of
amounts  previously paid under this subsection (a) with respect to  such
interest in such Defaulted Receivable).

          (b) "Default Recourse Limit" means at any time an amount equal
to.

           (i)  the applicable Loss Percentage multiplied by the Capital
of such Share at such time, provided that the foregoing amount shall not
be  recomputed (and shall remain fixed) on any day that is a Liquidation
Day  for  such Share, provided further that such amount shall  again  be
recomputed  (and no longer shall remain fixed) on any  day  that  is  no
longer a Liquidation Day for such Share;

          (ii) plus an amount equal to the interest of such Share in any
Collections  with  respect to each Defaulted Receivable  in  respect  of
which  payments shall have been made prior to such time  by  the  Seller
under  Section  2.11(a) above, provided that the Default Recourse  Limit
for any Share shall not at any time by reason of this clause (ii) exceed
the Default Recourse Limit that was in effect as of the then most recent
date of recomputation in accordance with clause (i) above.

           (c)  The  proceeds  of any payment made pursuant  to  Section
2.11(a)  above  shall be deemed to be a Collection in  respect  of  each
Receivable in respect of which such payments are made by the Seller, and
the  amount  of  each such Collection shall be applied  as  provided  in
Section 2.05 or 2.06, as applicable at the time of payment.

           SECTION 2.12.  Eurodollar Increased Costs.  If, due to either
(i)  the introduction of or any change (other than any change by way  of
imposition  or increase of reserve requirements referred to  in  Section
2.13)  in or in the interpretation of any law or regulation or (ii)  the
compliance with any guideline or request from any central bank or  other
governmental authority (whether or not having the force of  law),  there
shall  be  any increase in the cost to the Owner of agreeing to purchase
or  purchasing, or maintaining the ownership of, Shares  in  respect  of
which Yield is computed by reference to the Eurodollar Rate, then,  upon
demand  by  the  Owner  (with a copy to the  Agent),  the  Seller  shall
immediately  pay  to  the Agent, for the account  of  the  Owner  (as  a
third-party  beneficiary), from time to time  as  specified,  additional
amounts  sufficient  to compensate the Owner for such  increased  costs;
provided that (a) such costs of the Owner shall not be reimbursed to the
extent that they relate to the amount of capital required or expected to
be  maintained  by  the  Owner based upon  the  existence  of  any  such
commitment  or  any  such purchases, and (b) the Seller  shall  have  no
obligation  to  comply with any demand for reimbursement to  the  extent
that  any such demand relates to any period more than ninety days  prior
to  the date on which the Owner initially made demand for reimbursement.
A  certificate as to such amounts submitted to the Seller and the  Agent
by  the  Owner shall be conclusive and binding for all purposes,  absent
manifest error.


                          ARTICLE III

                    CONDITIONS OF PURCHASES

           SECTION 3.01.  Condition Precedent to Initial Purchase.   The
initial  Purchase hereunder was subject to the condition precedent  that
the Agent received on or before the date of such Purchase the following,
each  (unless otherwise indicated) to be dated such date,  in  form  and
substance satisfactory to the Agent:

          (a)  The Original Certificate.

          (b)  Certified  copies  of  the resolutions of  the  Board  of
Directors  of  the  Seller  approving the  Original  Agreement  and  the
Original  Certificate, and of all documents evidencing  other  necessary
corporate action and governmental approvals, if any, with respect to the
Original Agreement and the Original Certificate.

          (c)   A certificate of the Secretary or Assistant Secretary or
General  Counsel of the Seller certifying the names and true  signatures
of  the officers of the Seller authorized to sign the Original Agreement
and the Original Certificate and the other documents to be delivered  by
it thereunder.

          (d)  Acknowledgment copies or stamped receipt copies of proper
financing  statements, duly filed on or before the date of  the  initial
Purchase,  under  the  UCC of all jurisdictions that  the  Agent  deemed
necessary  or  desirable  in order to perfect  the  ownership  interests
created by the Original Agreement.

          (e)  Acknowledgment copies or stamped receipt copies of proper
financing  statements,  if  any,  necessary  to  release  all   security
interests  and other rights of any Person in the Receivables,  Contracts
or Related Security previously granted by the Seller.

          (f)  Completed  requests for  information, dated on or  before
the  date  of  the  initial Purchase, listing the  financing  statements
referred  to  in subsection (d) above and all other effective  financing
statements  filed  in the jurisdictions referred to  in  subsection  (d)
above  that  named the Seller as debtor, together with  copies  of  such
other financing statements (none of which were to cover any Receivables,
Contracts or Related Security).

          (g)   A   favorable  opinion of Thomas J. Pitner,  Esq.,  Vice
President and General Counsel for the Seller.

          (h)   A   favorable opinion of Kaye, Scholer, Fierman, Hays  &
Handler, counsel for the Agent.

          (i)   A   favorable opinion of Kaye, Scholer, Fierman, Hays  &
Handler, counsel for the Agent, addressed to the Investor and the dealer
for  the commercial paper of the Investor, as to the correctness of  the
representation and warranty of the Seller set forth in Section 4.01(m).

          (j)  Certified copies of the Tariffs.

           SECTION  3.02.  Conditions Precedent to the Effectiveness  of
the   Amendment   and  Restatement  of  the  Original  Agreement.    The
effectiveness of the amendment and restatement of the Original Agreement
is  subject  to  the  conditions precedent that  the  Agent  shall  have
received  on  or  before  the date hereof the  following,  each  (unless
otherwise  indicated)  dated  the date hereof,  in  form  and  substance
satisfactory to the Agent:

          (a)  The Certificate;

          (b)  A  certificate of the Secretary or Assistant Secretary or
     General  Counsel  of  the  Seller certifying  the  names  and  true
     signatures  of  the officers authorized to sign this Agreement  and
     the other documents to be delivered by it hereunder;

          (c)  A  favorable   opinion   of Stephen  W.  Southwick,  Vice
     President,  General Counsel and Secretary of the  Seller,  Attorney
     for  the Seller, substantially in the form of Exhibit C hereto  and
     as to such other matters as the Agent may reasonably request.

          (d)  A favorable opinion of Katten Muchin & Zavis, counsel for
     the Agent, as to such matters as the Agent may reasonably request.

          (e)  An executed copy of the Citibank Agreement.

          (f)  Certified  copies  of  the Tariffs  (to  the  extent  not
     previously delivered).

           SECTION  3.03.   Conditions Precedent to  All  Purchases  and
Reinvestments.  Each Purchase (including the initial Purchase) hereunder
and   the   reinvestment  in  Pool  Receivables  of   those  Collections
attributable  to  a Share pursuant to Sections 2.05  or  2.06  shall  be
subject to the further conditions precedent that (a) with respect to any
such  Purchase, on or prior to the date of such Purchase, the Collection
Agent  shall  have  delivered  to  the  Agent,  in  form  and  substance
satisfactory  to the Agent, a completed Seller Report,  dated  within  5
days  prior  to the date of such Purchase, together with  a  listing  by
Obligor of all Pool Receivables and such additional information  as  may
be  reasonably  requested by the Agent, and (b)  on  the  date  of  such
Purchase or reinvestment the following statements shall be true (and the
acceptance   by  the  Seller  of  the  proceeds  of  such  Purchase   or
reinvestment  shall  constitute a representation  and  warranty  by  the
Seller that on the date of such Purchase or reinvestment such statements
are true):

           (i)   The representations and warranties contained in Section
     4.01  of  this Agreement are correct on and as of the date of  such
     Purchase  or reinvestment, before and after giving effect  to  such
     Purchase  or  reinvestment and to the application of  the  proceeds
     therefrom, as though made on and as of such date,

           (ii) No event has occurred and is continuing, or would result
     from  such Purchase or reinvestment or from the application of  the
     proceeds  therefrom,  which  constitutes  an  Event  of  Investment
     Ineligibility   or   would  constitute  an  Event   of   Investment
     Ineligibility but for the requirement that notice be given or  time
     elapse or both,

           (iii)     The Agent shall not have delivered to the Seller  a
     notice  that  the  Investor shall not make  any  further  Purchases
     hereunder  and/or that the Collection Agent shall not  reinvest  in
     any Pool Receivables on behalf of the Owner, and

          (iv) On such date, all of the Seller's long-term public senior
     debt  securities  are  rated at least BBB-  by  Standard  &  Poor's
     Corporation and Baa3 by Moody's Investors Service, Inc.,

and (c) the Agent shall have received such other approvals, opinions  or
documents as the Agent may reasonably request.


                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

           SECTION 4.01.  Representations and Warranties of the  Seller.
The Seller represents and warrants as follows:

           (a)   The Seller is a corporation duly incorporated,  validly
     existing  and  in good standing under the laws of the  jurisdiction
     indicated at the beginning of this Agreement.

           (b)  The execution, delivery and performance by the Seller of
     this  Agreement and the Certificate, and the Seller's  use  of  the
     proceeds  of  Purchases and reinvestments, are within the  Seller's
     corporate  powers,  have  been  duly authorized  by  all  necessary
     corporate  action,  do not contravene (i) the Seller's  charter  or
     by-laws  or (ii) law or any contractual restriction binding  on  or
     affecting the Seller, and do not result in or require the  creation
     of  any  Adverse Claim (other than pursuant hereto)  upon  or  with
     respect  to  any of its properties; and no transaction contemplated
     hereby requires compliance with any bulk sales act or similar law.

           (c)  No authorization or approval or other action by, and  no
     notice  to or filing with, any governmental authority or regulatory
     body is required for the due execution, delivery and performance by
     the  Seller  of  this  Agreement or the  Certificate,  or  for  the
     perfection  of or the exercise by the Agent or any Owner  of  their
     respective  rights  and  remedies  under  this  Agreement  and  the
     Certificate,  except  for the filings of the  financing  statements
     referred  to in Article III, all of which, on or prior to the  date
     of  the  effectiveness  of the amendment  and  restatement  of  the
     Original  Agreement, will have been duly made and be in full  force
     and effect.

           (d)   This Agreement and the Certificate are the legal, valid
and binding obligations of the Seller enforceable against the Seller  in
accordance with their respective terms.

           (e)  The balance sheets of the Seller and its subsidiaries as
at September 30, 1996, and the related statements of income and retained
earnings  of  the Seller and its subsidiaries for the fiscal  year  then
ended,  copies of which have been furnished to the Agent, fairly present
the  financial condition of the Seller and its subsidiaries as  at  such
date  and  the  results  of  the  operations  of  the  Seller  and   its
subsidiaries  for the period ended on such date, all in accordance  with
generally accepted accounting principles consistently applied, and since
September  30, 1996, there has been no material adverse change  in  such
condition or operations.

           (f)   There  is no pending or threatened action or proceeding
affecting  the  Seller  or  any of its subsidiaries  before  any  court,
governmental agency or arbitrator which may materially adversely  affect
(i)  the financial condition or operations of the Seller or any  of  its
subsidiaries  or  (ii)  the  ability  of  the  Seller  to  perform   its
obligations  under this Agreement or the Certificate, or which  purports
to  affect the legality, validity or enforceability of this Agreement or
the Certificate.

           (g)  No proceeds of any Purchase or reinvestment will be used
to  acquire any equity security of a class which is registered  pursuant
to Section 12 of the Securities Exchange Act of 1934.

           (h)  The Seller is the legal and beneficial owner of the Pool
Receivables  and  Related Security free and clear of any  Adverse  Claim
except as created by this Agreement; upon each Purchase or reinvestment,
the  Owner making such Purchase or reinvestment will acquire a valid and
perfected first priority undivided percentage ownership interest to  the
extent  of the pertinent Share in each Pool Receivable then existing  or
thereafter  arising  and in the Related Security  and  Collections  with
respect thereto free and clear of any Adverse Claim except as created by
this  Agreement.   No effective financing statement or other  instrument
similar  in effect covering any Contract or any Pool Receivable  or  the
Related Security or Collections with respect thereto is on file  in  any
recording office, except documents, books, records and other information
reasonably  necessary  or  advisable for  the  collection  of  all  Pool
Receivables (including, without limitation, records adequate  to  permit
the daily identification of each new Pool Receivable and all Collections
of and adjustments to each existing Pool Receivable).

           (i)  Each Seller Report (if prepared by the Seller, or to the
extent  that  information contained therein is supplied by the  Seller),
information,  exhibit, financial statement, document,  book,  record  or
report  furnished or to be furnished at any time by the  Seller  to  the
Agent  or  any  Owner in connection with this Agreement is  or  will  be
accurate in all material respects as of its date or (except as otherwise
disclosed to the Agent or such Owner, as the case may be, at such  time)
as  of  the  date  so furnished, and no such document contains  or  will
contain any untrue statement of a material fact or omits or will omit to
state  a  material  fact  necessary in  order  to  make  the  statements
contained  therein, in light of the circumstances under which they  were
made, not misleading.

           (j)   The  chief place of business executive  office  of  the
Seller and the office where the Seller keeps its records concerning  the
Pool  Receivables are located at the address specified on the  signature
page  hereof  (or  at such other locations, notified  to  the  Agent  in
accordance  with  Section  5.01(f), in jurisdictions  where  all  action
required by Section 6.05 has been taken and completed).

          (k)  The names and addresses of all the Special Account Banks,
together with the account numbers of the Special Accounts of the  Seller
at  such  Special Account Banks, specified in Schedule I hereto  (or  at
such other Special Account Banks and/or with such other Special Accounts
as have been notified to the Agent in accordance with Section 5.03(e)).

          (l)  Neither   the Seller nor any Affiliate of the Seller  has
any  direct  or  indirect ownership or other financial interest  in  any
Owner.

          (m)   Each  Purchase  and each reinvestment of Collections  in
Pool Receivables will constitute (i) a "current transaction" within  the
meaning  of  Section 3(a)(3) of the Securities Act of 1933, as  amended,
and  (ii) a purchase or other acquisition of notes, drafts, acceptances,
open  accounts receivable or other obligations representing part or  all
of  the  sales  price of merchandise, insurance or services  within  the
meaning  of  Section 3(c)(5) of the Investment Company Act of  1940,  as
amended.


                           ARTICLE V

                GENERAL COVENANTS OF THE SELLER

          SECTION 5.01.  Affirmative Covenants of the Seller.  Until the
later  of  the  Facility Termination Date and the  date  upon  which  no
Capital  for  any Share shall be existing, the Seller will,  unless  the
Agent shall otherwise consent in writing:

           (a)   Compliance  with  Laws, Etc.  Comply  in  all  material
     respects  with all applicable laws, rules, regulations  and  orders
     with  respect  to  it,  its business and properties  and  all  Pool
     Receivables and related Contracts, Related Security and Collections
     with respect thereto.

           (b)   Preservation  of  Corporate  Existence.   Preserve  and
     maintain its corporate existence, rights, franchises and privileges
     in  the  jurisdiction of its incorporation, and qualify and  remain
     qualified  in  good  standing  as a  foreign  corporation  in  each
     jurisdiction  where  the  failure to  preserve  and  maintain  such
     existence,  rights, franchises, privileges and qualification  would
     materially  adversely affect the interests of  the  Owners  or  the
     Agent hereunder or in the Pool Receivables and Related Security, or
     the  ability of the Seller or the Collection Agent to perform their
     respective  obligations hereunder or the ability of the  Seller  to
     perform its obligations under the Contracts.

          (c)  Audits.  At any time and from time to time during regular
     business hours, permit the Agent, or its agents or representatives,
     (i)  to  examine and make copies of and abstracts from  all  books,
     records  and  documents  (including, without  limitation,  computer
     tapes  and  disks) in the possession or under the  control  of  the
     Seller  relating  to  Pool Receivables and  the  Related  Security,
     including, without limitation, the related Contracts, and  (ii)  to
     visit  the offices and properties of the Seller for the purpose  of
     examining  such  materials described in clause (i)  above,  and  to
     discuss  matters  relating  to  Pool Receivables  and  the  Related
     Security  or  the  Seller's  performance  hereunder  or  under  the
     Contracts  with  any  of the officers or employees  of  the  Seller
     having knowledge of such matters.

           (d)   Keeping of Records and Books of Account.  Maintain  and
     implement   administrative  and  operating  procedures  (including,
     without limitation, an ability to recreate records evidencing  Pool
     Receivables  in  the  event  of the destruction  of  the  originals
     thereof), and keep and maintain, all documents, books, records  and
     other  information  reasonably  necessary  or  advisable  for   the
     collection  of all Pool Receivables (including, without limitation,
     records  adequate to permit the daily identification  of  each  new
     Pool  Receivable  and  all Collections of and adjustments  to  each
     existing Pool Receivable).  The sale of each Share shall be treated
     as a sale for all record keeping purposes.

           (e)     Performance  and  Compliance  with  Receivables   and
Contracts.  At its expense timely and fully perform and comply with  all
material  provisions,  covenants  and  other  promises  required  to  be
observed by it under the Contracts related to the Pool Receivables.

           (f)   Location of Records.  Keep its chief place of  business
and  chief  executive office and the office where it keeps  its  records
concerning the Pool Receivables at the address of the Seller referred to
in  Section 4.01(j) or, upon 30 days' prior written notice to the Agent,
at  any  other locations in a jurisdiction where all action required  by
Section 6.05 shall have been taken.

           (g)   Credit and Collection Policies.  Comply in all material
respects  with its Credit and Collection Policy in regard to  each  Pool
Receivable and the related Contract.

          (h)  Collections.  Upon the request of the Agent, (i) instruct
all Obligors to cause all Collections to be deposited directly either to
a  Special  Account or to the Concentration Account,  (ii)  deposit,  or
cause  to be deposited, all Collections in the Special Accounts  to  the
Concentration Account, and (iii) deposit, or cause to be deposited,  all
Collections in the Concentration Account to the Designated Account.

           SECTION  5.02.  Reporting Requirements of the Seller.   Until
the  later of the Facility Termination Date and the date upon  which  no
Capital  for  any Share shall be existing, the Seller will,  unless  the
Agent shall otherwise consent in writing, furnish to the Agent:

           (a)   as  soon as available and in any event within  60  days
after the end of each of the first three quarters of each fiscal year of
the  Seller, balance sheets of the Seller and its subsidiaries as of the
end  of  such quarter and statements of income and retained earnings  of
the Seller and its subsidiaries for the period commencing at the end  of
the  previous  fiscal  year and ending with the  end  of  such  quarter,
certified by the chief financial officer of the Seller;

           (b)   as  soon as available and in any event within 120  days
after  the  end of each fiscal year of the Seller, a copy of the  annual
report  for  such  year for the Seller and its subsidiaries,  containing
financial  statements for such year certified in a manner acceptable  to
the  Agent  by  Arthur  Andersen  &  Co.  or  other  independent  public
accountants acceptable to the Agent;

           (c)   as  soon as possible and in any event within five  days
after the occurrence of each Event of Investment Ineligibility and  each
event  which, with the giving of notice or lapse of time, or both, would
constitute  an Event of Ineligibility, continuing on the  date  of  such
statement,  a  statement of the chief financial officer  of  the  Seller
setting forth details of such Event of Investment Ineligibility or event
and  the  action which the Seller has taken and proposes  to  take  with
respect thereto;

           (d)  promptly after the sending or filing thereof, copies  of
all  reports which the Seller sends to any of its security holders,  and
copies  of  all reports and registration statements which the Seller  or
any  subsidiary files with the Securities and Exchange Commission or any
national securities exchange;

           (e) promptly after the filing or receiving thereof, copies of
all  reports and notices which the Seller or any subsidiary files  under
ERISA  with the Internal Revenue Service or the Pension Benefit Guaranty
Corporation or the U.S. Department of Labor or which the Seller  or  any
subsidiary receives from such Corporation; and

           (f)   such  other information, documents, records or  reports
respecting the Receivables, the Related Security or the Contracts or the
condition or operations, financial or otherwise, of the Seller or any of
its subsidiaries as the Agent may from time to time reasonably request.

           SECTION  5.03.  Negative Covenants of the Seller.  Until  the
later  of  the  Facility Termination Date and the  date  upon  which  no
Capital  for  any Share shall be existing, the Seller will not,  without
the written consent of the Agent:

           (a)  Sales, Liens, Etc.  Except as otherwise provided herein,
     or  pursuant to the Citibank Agreement, sell, assign (by  operation
     of  law  or otherwise) or otherwise dispose of, or grant any option
     with  respect  to, or create or suffer to exist any  Adverse  Claim
     upon  or  with respect to, the Seller's undivided interest  in  any
     Pool  Receivable  or  Related Security or  Collections  in  respect
     thereof,  or  upon or with respect to any related Contract  or  any
     Lock-Box  Account to which any Collections of any  Pool  Receivable
     are sent, or assign any right to receive income in respect thereof.

           (b)   Extension  or  Amendment  of  Receivables.   Except  as
     otherwise  permitted in Section 6.02, extend,  amend  or  otherwise
     modify the terms of any Pool Receivable, or amend, modify or  waive
     any term or condition of any Contract related thereto.

           (c) Change in Business or Credit and Collection Policy.  Make
     any  change  in the character of its business or in the Credit  and
     Collection  Policy,  which  change  would,  in  either   case,   be
     reasonably  likely  to  impair  the  collectibility  of  any   Pool
     Receivable.

           (d)   Change  in  Payment Instruction to  Obligors.   Add  or
     terminate  any bank as a Special Account Bank from those listed  in
     Schedule  I  hereto,  or  make any change in  its  instructions  to
     Obligors regarding payments to be made to the Seller or payments to
     be  made  to  any  Special  Account Bank or  to  the  Concentration
     Account,  unless  the  Agent shall have  received  notice  of  such
     addition, termination or change.
           
           (e)  Deposits to Special Accounts, Concentration Account  and
     Designated  Accounts.  Deposit or otherwise  credit,  or  cause  or
     permit  to  be so deposited or credited, to the Designated  Account
     (or,  if  instructed by the Agent, to the Special Accounts  or  the
     Concentration   Accounts)  cash  or  cash   proceeds   other   than
     Collections of Pool Receivables.


                           ARTICLE VI

                 ADMINISTRATION AND COLLECTION

           SECTION  6.01.   Designation of Collection Agent.   The  Pool
Receivables shall be serviced, administered and collected by the  Person
(the  "Collection  Agent") designated to do so  from  time  to  time  in
accordance  with  this Section 6.01.  Until the Agent designates  a  new
Collection Agent, the Seller is hereby designated as, and hereby  agrees
to  perform the duties and obligations of, the Collection Agent pursuant
to the terms hereof.  The Agent may (on behalf of the Owner) at any time
designate  as Collection Agent any Person (including itself) to  succeed
the Seller or any successor Collection Agent, if such Person (other than
itself) shall agree in writing to perform the duties and obligations  of
the Collection Agent pursuant to the terms hereof.  The Collection Agent
may,  with  the prior consent of the Agent, subcontract with  any  other
Person  to service, administer or collect the Pool Receivables, provided
that the Collection Agent shall remain liable for the performance of the
duties  and  obligations of the Collection Agent pursuant to  the  terms
hereof.

          SECTION 6.02.  Duties of Collection Agent.  (a) The Collection
Agent  shall  take  or  cause to be taken all such  actions  as  may  be
necessary  or  advisable to collect each Pool Receivable  from  time  to
time,  all  in  accordance with applicable laws, rules and  regulations,
with  reasonable care and diligence, and in accordance with  the  Credit
and  Collection  Policy.  Each of the Seller, the Owner  and  the  Agent
hereby  appoints as its agent the Collection Agent, from  time  to  time
designated  pursuant to Section 6.01, to enforce its  respective  rights
and  interests  in and under the Pool Receivables, the Related  Security
and  the  related Contracts.  The Collection Agent shall set  aside  and
hold  in  trust  for  the account of the Seller  and  each  Owner  their
respective  allocable shares of the Collections of Pool  Receivables  in
accordance with Sections 2.05 and 2.06 but shall not be required (unless
otherwise  requested by the Agent) to segregate the  funds  constituting
such  portion  of  such Collections prior to the remittance  thereof  in
accordance  with  said  Sections.   If  instructed  by  the  Agent,  the
Collection Agent shall segregate and deposit with a bank (which  may  be
Citibank) designated by the Agent such allocable share of Collections of
Pool  Receivables  set aside for each Owner on the  first  Business  Day
following  receipt by the Collection Agent of such Collections.   If  no
Event  of  Investment  Ineligibility or Event of Purchase  Ineligibility
shall have occurred and be continuing, the Collection Agent, while it is
the  Seller,  may, in accordance with the Credit and Collection  Policy,
extend  the maturity or adjust the Outstanding Balance of any  Defaulted
Receivable  as  the Collection Agent may determine to be appropriate  to
maximize  Collections  thereof.   The  Seller  shall  deliver   to   the
Collection Agent, and the Collection Agent shall hold in trust  for  the
Seller and each Owner in accordance with their respective interests, all
documents,  instruments  and  records  (including,  without  limitation,
computer tapes or disks) which evidence or relate to Pool Receivables.

           (b)   The  Collection  Agent shall  as  soon  as  practicable
following  receipt  turn  over  to  the  Seller  (i)  that  portion   of
Collections  of  Pool  Receivables representing its  undivided  interest
therein, less, in the event the Seller is not the Collection Agent,  all
reasonable out-of-pocket costs and expenses of such Collection Agent  of
servicing,  administering and collecting the  Pool  Receivables  to  the
extent  not covered by the Collection Agent Fee received by it and  (ii)
the  Collections of any Receivable which is not a Pool Receivable.   The
Collection Agent, if other than the Seller, shall as soon as practicable
upon demand deliver to the Seller all documents, instruments and records
in  its  possession which evidence or relate to Pool  Receivables.   The
Collection  Agent's authorization under this Agreement shall  terminate,
after  the  Facility Termination Date, upon receipt by each Owner  of  a
Share  of  an  amount equal to the Capital plus accrued Yield  for  such
Share  plus  all  other amounts owed to the Agent, each  Owner  and  the
Seller  and  (unless  otherwise agreed by the Agent and  the  Collection
Agent) the Collection Agent under this Agreement.

           SECTION 6.03.  Rights of the Agent.  (a) The Agent is  hereby
authorized at any time to instruct the Obligors of Pool Receivables,  or
any  of  them,  to make payment of all amounts payable  under  any  Pool
Receivable to a Designated Account.  The Seller shall, promptly  at  the
Agent's  request, send notices to the Obligors of Pool  Receivables,  or
any of them, instructing them to make payment in the manner requested by
the  Agent.   Further,  the Agent may notify at  any  time  and  at  the
Seller's  expense the Obligors of Pool Receivables, or any of  them,  of
the ownership of Shares by the Owners.

           (b)   At  any time following the designation of a  Collection
     Agent other than the Seller pursuant to Section 6.01:

                     (i)   The  Agent  may direct the Obligors  of  Pool
          Receivables,  or any of them, to make payment of  all  amounts
          due  or  to become due to the Seller under any Pool Receivable
          directly to the Agent or its designee.

                    (ii) The Seller shall, at the Agent's request and at
          the  Seller's expense, give notice of such ownership  to  such
          Obligors and direct them to make such payments directly to the
          Agent or its designee.

                   (iii)     The   Seller shall, at the Agent's request,
          (A)  assemble  all  of  the documents, instruments  and  other
          records  (including, without limitation,  computer  tapes  and
          disks)  which evidence the Pool Receivables, and  the  related
          Contracts   and  Related  Security,  or  which  are  otherwise
          necessary  or desirable to collect such Pool Receivables,  and
          shall make the same available to the Agent at a place selected
          by  the  Agent  or its designee, and (B) segregate  all  cash,
          checks and other instruments received by it from time to  time
          constituting  Collections  of Pool  Receivables  in  a  manner
          acceptable  to  the  Agent and shall, promptly  upon  receipt,
          remit all such cash, checks and instruments, duly endorsed  or
          with  duly executed instruments of transfer, to the  Agent  or
          its designee.

                    (iv)   The Agent may take any and all steps  in  the
          Seller's  name  and  on behalf of the Seller  and  the  Owners
          necessary or desirable, in the determination of the Agent,  to
          collect  all  amounts due under any and all Pool  Receivables,
          including, without limitation, endorsing the Seller's name  on
          checks   and   other  instruments  representing   Collections,
          enforcing such Pool Receivables and the related Contracts, and
          adjusting,  settling  or compromising the  amount  or  payment
          thereof,  in  the same manner and to the same  extent  as  the
          Seller might have done.

          SECTION  6.04.   Responsibilities of  the   Seller.   Anything
herein to the contrary notwithstanding:

          (a)  The Seller shall perform all of its obligations under the
     Contracts related to the Pool Receivables to the same extent as  if
     Shares had not been sold hereunder and the exercise by the Agent of
     its  rights  hereunder  shall  not relieve  the  Seller  from  such
     obligations  or  its obligations with respect to Pool  Receivables;
     and

          (b)    Neither  the  Agent  nor  the  Owners  shall  have  any
     obligation  or  liability with respect to any Pool  Receivables  or
     related  Contracts, nor shall any of them be obligated  to  perform
     any of the obligations of the Seller thereunder.

     SECTION 6.05.  Further Action Evidencing Purchases.  (a) The Seller
agrees  that from time to time, at its expense, it will promptly execute
and  deliver all further instruments and documents, and take all further
action,  that  may  be necessary or desirable, or  that  the  Agent  may
reasonably request, in order to perfect, protect or more fully  evidence
the  Shares purchased by the Owners hereunder, or to enable any of  them
or  the Agent to exercise and enforce any of their respective rights and
remedies  hereunder  or  under the Certificate.   Without  limiting  the
generality  of  the foregoing, the Seller will upon the request  of  the
A.gent:  (i) execute and file such financing or continuation statements,
or amendments thereto or assignments thereof, and such other instruments
or  notices,  as  may be necessary or desirable, or  as  the  Agent  may
request, in order to perfect, protect or evidence such Shares; (ii) mark
conspicuously  each  invoice evidencing each  Pool  Receivable  and  the
related Contract with a legend, acceptable to the Agent, evidencing that
such  Shares have been sold in accordance with this Agreement; and (iii)
mark its master data processing records evidencing such Pool Receivables
and related Contracts with such legend.

           (b)   The Seller hereby authorizes the Agent to file  one  or
more  financing or continuation statements, and amendments  thereto  and
assignments  thereof, relating to all or any of the Contracts,  or  Pool
Receivables  and  the  Related  Security and  Collections  with  respect
thereto now existing or hereafter arising without the signature  of  the
Seller  where  permitted by law.  A photocopy or other  reproduction  of
this  Agreement or any financing statement covering all or  any  of  the
Contracts,  or Pool Receivables and the Related Security and Collections
with  respect thereto shall be sufficient as a financing statement where
permitted by law.

           (c)   If  the Seller fails to perform any agreement contained
herein,  the  Agent  may itself perform, or cause performance  of,  such
agreement,  and  the  expenses  of  the  Agent  incurred  in  connection
therewith shall be payable by the Seller under Section 10.01 or  Section
11.06, as applicable.


                          ARTICLE VII

               EVENTS OF INVESTMENT INELIGIBILITY

           SECTION 7.01.  Events of Investment Ineligibility.  If any of
the  following events ("Events of Investment Ineligibility") shall occur
and 'be continuing:

           (a)   the  Collection  Agent (if the Seller  or  any  of  its
Affiliates)  (i) shall fail to perform or observe any term, covenant  or
agreement  hereunder (other than as referred to in clause (ii)  of  this
Section  7.01(a))  and  such failure shall remain unremedied  for  three
Business  Days or (ii) shall fail to make any payment or deposit  to  be
made by it hereunder when due; or

           (b)   the  Seller shall fail to perform or observe any  term,
covenant  or agreement contained in Section 5.02(c), 5.03(e) or 6.03(a);
or

           (c)  any representation or warranty or statement made by  the
Seller  (or  any  of  its  officers) under or in  connection  with  this
Agreement  shall  prove to have been incorrect in any  material  respect
when made; or

           (d)   the  Seller shall fail to perform or observe any  other
term,  covenant or agreement contained in this Agreement on its part  to
be  performed  or observed and any such failure shall remain  unremedied
for  10  days after written notice thereof shall have been given to  the
Seller by the Agent; or

           (e)  the Seller shall fail to pay any principal of or premium
or  interest on any Debt when the same becomes due and payable  (whether
by  scheduled  maturity,  required prepayment, acceleration,  demand  or
otherwise),  and such failure shall continue after the applicable  grace
period,  if  any, specified in the agreement or instrument  relating  to
such Debt; or any other event shall occur or condition shall exist under
any agreement or instrument relating to any such Debt and shall continue
after  the  applicable grace period, if any, specified in such agreement
or  instrument,  if  the  effect  of  such  event  or  condition  is  to
accelerate, or to permit the acceleration of, the maturity of such Debt;
or any such Debt shall be declared to be due and payable, or required to
be  prepaid  (other than by a regularly scheduled required  prepayment),
prior to the stated maturity thereof; or

          (f)  any Purchase or any reinvestment pursuant to Section 2.05
shall for any reason (other than pursuant to the terms hereof) cease  to
create,  or  any  Share shall for any reason cease to be,  a  valid  and
perfected first priority undivided percentage ownership interest to  the
extent of the pertinent Share in each applicable Pool Receivable and the
Related Security and Collections with respect thereto or the Certificate
shall  for any reason cease to evidence in the Owner of such Share legal
and  equitable  title  to,  and ownership of,  an  undivided  percentage
ownership  interest  in  Pool Receivables and Related  Security  to  the
extent of such Share; or

           (g)   the Seller shall admit in writing its inability to  pay
its  debts generally, or shall make a general assignment for the benefit
of  creditors; or any proceeding shall be instituted by or  against  the
Seller  seeking  to  adjudicate it a bankrupt or insolvent,  or  seeking
liquidation,   winding  up,  reorganization,  arrangement,   adjustment,
protection,  relief,  or composition of it or its debts  under  any  law
relating  to  bankruptcy,  insolvency or  reorganization  or  relief  of
debtors,  or seeking the entry of an order for relief or the appointment
of  a  receiver, trustee, custodian or other similar official for it  or
for  any  substantial part of its property and, in the case of any  such
proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 30 days,
or  any  of  the  actions sought in such proceeding (including,  without
limitation, the entry of an order for relief against, or the appointment
of  a receiver, trustee, custodian or other similar official for, it  or
for  any  substantial part of its property) shall occur; or  the  Seller
shall  take  any  corporate action to authorize any of the  actions  set
forth above in this subsection (g); or

           (h)   the  Default Ratio as at the last day of  any  calendar
month shall exceed 6% or the Delinquency Ratio as at the last day of any
calendar month shall exceed 20%; or

           (i)   the  sum  of the Shares percentage hereunder  plus  the
"Shares"  percentage under the Citibank Agreement shall for a period  of
five consecutive Business Days be equal to or exceed 100%; or

           (j)  there shall have been any material adverse change in the
financial condition or operations of the Seller since December 31, 1993,
or  there  shall  have  occurred any event  which  materially  adversely
affects the collectibility of the Pool Receivables, or there shall  have
occurred any other event which materially adversely affects the  ability
of  the  Seller to collect Pool Receivables or the ability of the Seller
to perform hereunder;

then,  and  in  any such event, the Agent may, by notice to  the  Seller
declare  the  Facility Termination Date to have occurred, whereupon  the
Facility Termination Date shall forthwith occur, without demand, protest
or  further notice of any kind, all of which are hereby expressly waived
by  the Seller; provided that, in the event of an actual or deemed entry
of  an  order  for relief with respect to the Seller under  the  Federal
Bankruptcy  Code  or  the  occurrence of any event  described  above  in
subsection (f), the Facility Termination Date shall automatically occur,
without  demand,  protest or any notice of any kind, all  of  which  are
hereby expressly waived by the Seller.  Upon any such termination of the
Facility, the Agent and the Owners shall have, in addition to all  other
rights  and remedies under this Agreement or otherwise, all other rights
and  remedies provided under the UCC of the applicable jurisdiction  and
other  applicable  laws,  which  rights shall  be  cumulative.   Without
limiting  the  foregoing  or  the general applicability  of  Article  IX
hereof,  any  Owner may elect to assign any Share owned  by  such  Owner
pursuant  to  Section  9.01 following the occurrence  of  any  Event  of
Investment Ineligibility.


                          ARTICLE VIII

                           THE AGENT

           SECTION  8.01.  Authorization and Action.  The  Owner  hereby
appoints  and authorizes the Agent to take such action as agent  on  its
behalf and to exercise such powers under this Agreement as are delegated
to  the  Agent  by the terms hereof, together with such  powers  as  are
reasonably incidental thereto.

           SECTION 8.02.  Agent's Reliance, Etc.  Neither the Agent  nor
any  of its directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them as Agent under  or
in  connection  with this Agreement (including, without limitation,  the
Agent's  servicing,  administering or  collecting  Pool  Receivables  as
Collection Agent pursuant to Section 6.01), except for its or their  own
gross negligence or willful misconduct.  Without limiting the generality
of  the  foregoing,  the  Agent:  (i) may  consult  with  legal  counsel
(including  counsel for the Seller), independent public accountants  and
other  experts  selected by it and shall not be liable  for  any  action
taken or omitted to be taken in good faith by it in accordance with  the
advice  of such counsel, accountants or experts; (ii) makes no  warranty
or representation to any Owner and shall not be responsible to any Owner
for  any  statements, warranties or representations (whether written  or
oral) made in or in connection with this Agreement; (iii) shall not have
any  duty to ascertain or to inquire as to the performance or observance
of  any  of the terms, covenants or conditions of this Agreement on  the
part  of the Seller or to inspect the property (including the books  and
records)  of the Seller; (iv) shall not be responsible to any Owner  for
the  due  execution,  legality,  validity, enforceability,  genuineness,
sufficiency  or value of this Agreement, the Certificate  or  any  other
instrument or document furnished pursuant hereto; and (v) shall incur no
liability  under  or  in respect of this Agreement by  acting  upon  any
notice  (including notice by telephone), consent, certificate  or  other
instrument  or writing (which may be by telecopier, telegram,  cable  or
telex)  believed by it to be genuine and signed or sent  by  the  proper
party or parties.

          SECTION 8.03.  CNAI and Affiliates.  With respect to any Share
owned  by  it,  CNAI  shall have the same rights and powers  under  this
Agreement as any other Owner and may exercise the same as though it were
not the Agent.  CNAI and its Affiliates may generally engage in any kind
of  business  with  the Seller or any Obligor, any of  their  respective
Affiliates and any Person who may do business with or own securities  of
the Seller or any Obligor or any of their respective Affiliates, all  as
if  CNAI were not the Agent and without any duty to account therefor  to
the Owners.

           SECTION  8.04.  Investor's Purchase Decision.   The  Investor
acknowledges  that it has, independently and without reliance  upon  the
Agent,  any  of  its  Affiliates or any other Owner  and  based  on  the
financial  statements  referred  to  in  Section  4.01  and  such  other
documents  and information as it has deemed appropriate,  made  its  own
credit analysis and decision to enter into this Agreement and, if it  so
determines,  to  purchase  an  undivided  ownership  interest  in   Pool
Receivables  hereunder.   The  Owner also  acknowledges  that  it  will,
independently and without reliance upon the Agent, any of its Affiliates
or  any  other Owner and based on such documents and information  as  it
shall  deem  appropriate at the time, continue to make  its  own  credit
decisions in taking or not taking action under this Agreement.


                           ARTICLE IX

                      ASSIGNMENT OF SHARES

           SECTION  9.01.   Assignability.  (a) This Agreement  and  the
Owner's  rights  and  obligations herein (including  ownership  of  each
Share)  shall be assignable by the Owner and its successors and  assigns
to  Citibank,  CNAI,  any of their Affiliates,  any  Person  managed  by
Citibank,  CNAI  or  any  of  their  Affiliates,  or  to  any  financial
institution  or  other  entity  which is acceptable  to  the  Agent  and
approved  by  the  Seller,  which approval  shall  not  be  unreasonably
withheld.

           (b)   Each assignor of a Share or any interest therein  shall
notify the Agent and the Seller of any such assignment.

           SECTION  9.02.  Annotation of Certificate.  The  Agent  shall
annotate  the  Certificate to reflect any assignments made  pursuant  to
Section 9.01 or otherwise.


                           ARTICLE X

                        INDEMNIFICATION

           SECTION  10.01.  Indemnities by the Seller.  Without limiting
any  other  rights  which the Agent, any Owner or any Affiliate  of  any
thereof  (each,  an  "Indemnified Party") may have  hereunder  or  under
applicable  law, the Seller hereby agrees to indemnify each  Indemnified
Party  from  and  against  any and all claims,  losses  and  liabilities
(including  reasonable  attorneys' fees) (all  of  the  foregoing  being
collectively  referred to as "Indemnified Amounts") growing  out  of  or
resulting  from  this Agreement or the use of proceeds of  Purchases  or
reinvestments or the ownership of Shares or in respect of any Receivable
or  any  Contract, excluding, however, (a) Indemnified  Amounts  to  the
extent resulting from gross negligence or willful misconduct on the part
of   such   Indemnified  Party,  (b)  recourse  (except   as   otherwise
specifically  provided in this Agreement) for uncollectible  Receivables
(or delayed payment thereon) due to creditworthiness of the Obligors, or
(c)  any income taxes incurred by such Indemnified Party arising out  of
or  as  a  result  of this Agreement or the ownership of  Shares  or  in
respect  of any Receivable or any Contract.  Without limiting  or  being
limited  by the foregoing (but subject to the restrictions described  in
the  foregoing clauses (a) and (b)), the Seller shall pay on  demand  to
each  Indemnified Party (without duplication of any amounts  payable  by
the Sellers as a deemed Collection pursuant to Section 2.07) any and all
amounts  necessary to indemnify such Indemnified Party from and  against
any and all Indemnified Amounts relating to or resulting from any of the
following:

           (i)  the purported sale by the Seller (and acceptance of  any
     initial purchase price payment or reinvestment payment thereof)  of
     an  undivided percentage ownership interest in any Pool  Receivable
     if  at  the  time  of  such payment or reinvestment  the  aggregate
     percentage  interest in the Pool Receivables with  respect  to  all
     then  outstanding Shares plus all then outstanding  "Shares"  under
     the Parallel Purchase Commitment equals or exceeds 100%;

           (ii)  reliance on any representation or warranty or statement
     made or deemed made by the Seller (or any of its officers) under or
     in  connection with this Agreement which shall have been  incorrect
     in any material respect when made;

           (iii)      the  failure  by the Seller  to  comply  with  any
     applicable  law,  rule  or  regulation with  respect  to  any  Pool
     Receivable  or  the related Contract, or the nonconformity  of  any
     Pool  Receivable  or the related Contract with any such  applicable
     law, rule or regulation;

           (iv) the failure to vest in the Owner of a Share an undivided
     percentage ownership interest, to the extent of such Share, in  the
     Receivables  in, or purporting to be in, the Receivables  Pool  and
     the  Related Security and Collections in respect thereof, free  and
     clear of any Adverse Claim;

           (v)   the  failure  to have filed, or any  delay  in  filing,
     financing  statements  or  other similar instruments  or  documents
     under  the  UCC of any applicable jurisdiction or other  applicable
     laws  with respect to any Receivables in, or purporting to  be  in,
     the  Receivables Pool and the Related Security and  Collections  in
     respect   thereof,  whether  at  the  time  of  any   Purchase   or
     reinvestment or at any subsequent time;

           (vi)  any  dispute,  claim, offset  or  defense  (other  than
     discharge  in  bankruptcy of the Obligor) of  the  Obligor  to  the
     payment  of  any  Receivable  in,  or  purporting  to  be  in,  the
     Receivables Pool (including, without limitation, a defense based on
     such  Receivable or the related Contract not being a  legal,  valid
     and  binding obligation of such Obligor enforceable against  it  in
     accordance with its terms), or any other claim resulting  from  the
     sale  of the merchandise or services related to such Receivable  or
     the furnishing or failure to furnish such merchandise or services;

           (vii)      any failure of the Seller, as Collection Agent  or
     otherwise, to perform its duties or obligations in accordance  with
     the  provisions  of  Article  VI  or  to  perform  its  duties   or
     obligations under the Contracts;

           (viii)    any products liability claim arising out of  or  in
     connection  with merchandise, insurance or services which  are  the
     subject of any Contract;

           (ix)  any investigation, litigation or proceeding related  to
     this Agreement or the use of proceeds of Purchases or reinvestments
     or the ownership of Shares or in respect of any Receivable, Related
     Security or Contract;

          (x)  the commingling of Collections of Pool Receivables at any
     time with other funds; or

           (xi) any breakage and other expenses, if any, of the Investor
     (including,  without limitation, attorneys' fees and disbursements)
     in  the event Seller does not consummate a Purchase pursuant to the
     terms of this Agreement.


                           ARTICLE XI

                         MISCELLANEOUS

           SECTION  11.01.  Amendments, Etc.  No amendment or waiver  of
any  provision of this Agreement, and no consent to any departure by the
Seller  herefrom, shall in any event be effective unless the same  shall
be  in writing and signed by the Agent as agent for the Owner, and  then
such  amendment,  waiver  or consent shall  be  effective  only  in  the
specific instance and for the specific purpose for which given.

           SECTION  11.02.   Notices,  Etc.    All  notices  and   other
communications  provided  for hereunder shall, unless  otherwise  stated
herein, be in writing (including telecopier, telegraphic, telex or cable
communication) and mailed, telecopied, telegraphed, telexed,  cabled  or
delivered, as to each party hereto, at its address set forth  under  its
name on the signature pages hereof or at such other address as shall  be
designated  by  such  party in a written notice  to  the  other  parties
hereto.   All  such  notices  and  communications  shall,  when  mailed,
telecopied, telegraphed, telexed or cabled, be effective when  deposited
in  the mails, telecopied, delivered to the telegraph company, confirmed
by  telex  answerback  or delivered to the cable company,  respectively,
except  that notices and communications to the Agent pursuant to Article
II shall not be effective until received by the Agent.

           SECTION 11.03.  No Waiver; Remedies.  No failure on the  part
of  any Owner or the Agent to exercise, and no delay in exercising,  any
right  hereunder  or  under the Certificate shall operate  as  a  waiver
thereof;  nor  shall any single or is a partial exercise  of  any  right
hereunder preclude any other or further exercise thereof or the exercise
of any other right.  The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

          SECTION 11.04.  Binding Effect; Assignability.  This Agreement
shall  be binding upon and inure to the benefit of the Seller, the Agent
and  each Owner and their respective successors and assigns, except that
the  Seller  shall not have the right to assign its rights hereunder  or
any  interest  herein without the prior written consent  of  the  Agent.
This Agreement shall create and constitute the continuing obligation  of
the  parties  hereto in accordance with its terms, and shall  remain  in
full  force  and effect until such time, after the Facility  Termination
Date,  as  no  Capital of any Share shall be outstanding; provided  that
rights  and  remedies with respect to the provisions of  Article  X  and
Section 11.06, 11.07 and 11.08 shall be continuing and shall survive any
termination of this Agreement.

           SECTION  11.05.   Governing  Law.   This  Agreement  and  the
Certificate shall be governed by, and construed in accordance with,  the
laws of the State of New York, except to the extent that the validity or
perfection  of  the interests of the Owners, or remedies  hereunder,  in
respect  of the Receivables, any Related Security or any Collections  in
respect  thereof, are governed by the laws of a jurisdiction other  than
the State of New York.

          SECTION 11.06.  Costs and Expenses.  In addition to the rights
of  indemnification granted to the Indemnified Parties under  Article  X
hereof,  the  Seller agrees to pay on demand all costs and  expenses  in
connection  with  the  preparation, execution, delivery,  administration
(including  periodic  auditing),  modification  and  amendment  of  this
Agreement,  the  Certificate and the other  documents  to  be  delivered
hereunder,  including,  without  limitation,  the  reasonable  fees  and
out-of-pocket expenses of counsel for the Agent, the Investor, Citibank,
CNAI  and  their  respective Affiliates with respect  thereto  and  with
respect  to advising the Agent, the Investor, Citibank, CNAI  and  their
respective Affiliates with respect thereto.

           SECTION  11.07.   No Proceedings.  Each of  the  Seller,  the
Agent,  CNAI  and each assignee of a Share or any interest  therein  and
each  entity  which  enters  into a commitment  to  purchase  Shares  or
interests  therein hereby agrees that it will not institute against  the
Investor  any proceeding of the type referred to in Section  7.01(g)  so
long as any commercial paper issued by the Owner shall be outstanding or
there shall not have elapsed one year plus one day since the last day on
which any such commercial paper shall have been outstanding.

            SECTION  11.08.   Confidentiality.   Except  to  the  extent
otherwise required by applicable law, the Seller agrees to maintain  the
confidentiality of this Agreement (and all drafts thereof)  and  not  to
disclose this Agreement or such drafts to third parties (other  than  to
its  directors,  officers, employees, accountants or counsel);  provided
that  the Agreement may be disclosed to third parties to the extent such
disclosure  is  (i) required in connection with a sale of securities  of
the  Seller, (ii) made solely to persons who are legal counsel  for  the
purchaser or underwriter of such securities, (iii) limited in  scope  to
the  provisions of Articles V, VII, X and, to the extent  defined  terms
are  used  in Articles V, VII and X such terms defined in Article  I  of
this  Agreement  and  (iv)  made pursuant  to  a  written  agreement  of
confidentiality  in  form and substance reasonably satisfactory  to  the
Agent.

          SECTION 11.09.  Execution in Counterparts.  This Agreement may
be  executed  in  any  number of counterparts and by  different  parties
hereto in separate counterparts, each of which when so executed shall be
deemed  to  be  an original and all of which when taken  together  shall
constitute one and the same agreement.

           SECTION  11.10.  Amendment of the Original Certificate.   The
Original  Certificate is hereby amended in its entirety to read  as  set
forth in Exhibit A hereto and the Agent is authorized to endorse on  the
Original  Certificate the changes made pursuant hereto.  Each  reference
in   this  Agreement  to  "the  Certificate"  shall  mean  the  Original
Certificate as amended by the amendment and restatement of the  Original
Agreement.



      IN  WITNESS WHEREOF, the parties have caused this Agreement to  be
executed by their respective officer is hereunto duly authorized, as  of
the date first above written.


                              IES UTILITIES INC.


                              By:  _________________________
                                   Title:


                              By:  _________________________
                                   Title:

                              200 First Street, S.E.
                              Cedar Rapids, IA 52401



                              CIESCO L.P.

                              By:  CITICORP NORTH AMERICA, INC.,
                                   as Attorney-in-Fact



                                   By:  _______________________
                                        Vice President

                                   450 Mamaroneck Avenue
                                   Harrison, NY 10528
                                   Attention: Vice President
                                   Facsimile No. (914) 899-7890


                              CITICORP NORTH AMERICA, INC.



                              By:  _____________________________
                                   Vice President

                              450 Mamaroneck Avenue
                              Harrison, NY 10528
                              Attention: Corporate Asset
                                Funding Department
                              Facsimile No. (914) 899-7890


                           EXHIBIT A

                   CERTIFICATE OF ASSIGNMENT

                   Dated as of June 30, 1989
        As amended and restated as of February 28, 1997



           Reference  is  made  to  the Receivables  Purchase  and  Sale
Agreement  dated  as  of June 30, 1989, as amended and  restated  as  of
February  28, 1997 (the "Agreement") among IES UTILITIES INC.  (formerly
known  as  Iowa Electric Light and Power Company, the "Seller"),  CIESCO
L.P.   (formerly   known  as  Commercial  Industrial   Trade-receivables
Investment  Company) and Citicorp North America, Inc., as Agent.   Terms
defined in the Agreement are used herein as therein defined.

           The  Seller  hereby sells and assigns to the  Agent  for  the
account  of  the Owner each Share as determined from time to time  under
the Agreement.

          Each Purchase of a Share by the Investor from the Seller, each
assignment of such Share by its Owner to an Assignee and each  reduction
in  Capital in respect of each Share evidenced hereby shall be  endorsed
by  the  Agent  on  the  grid attached hereto  which  is  part  of  this
Certificate   of  Assignment.   Such  endorsement  shall  evidence   the
ownership  of  such  Share  initially  by  the  Investor  and  upon  any
assignment,  if any, thereof by the Assignee thereof and the  amount  of
Capital from time to time.

          This Certificate of Assignment is made without recourse except
as otherwise provided in the Agreement.

           This  Certificate  of Assignment shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

            IN   WITNESS  WHEREOF,  the  undersigned  has  caused   this
Certificate of Assignment to be duly executed and delivered by its  duly
authorized officer as of the date first above written.

                              IES UTILITIES INC.


                              By:___________________________________
                                 Title:_____________________________


                              By:___________________________________
                                 Title:_____________________________



                              GRID


Number                         Capital                Owner
of                             (Giving Effect         (Giving Effect
Shares*    Transaction**       to Transaction)        to Transaction)
                                   


*    Shares will be numbered sequentially based upon date of Purchase.

**   Transactions  are  Purchases, Reductions in  Capital,  Assignments,
     Divisions of Shares and Combinations of Shares.




                             EXHIBIT B

                       FORM OF SELLER REPORT







                             EXHIBIT C

              FORM OF OPINION OF COUNSEL FOR THE SELLER


                                                           [Date]


CIESCO L.P.
450 Mamaroneck Avenue
Harrison, NY  10528

Citicorp North America, Inc.,
  as Agent
450 Mamaroneck Avenue
Harrison, NY  10528

Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, IL 60661-3693

                       IES Utilities Inc.

Ladies and Gentlemen:

           This  opinion is furnished to you pursuant to Section 3.02(e)
of  the  amendment and restatement, dated as of February 28,  1997  (the
"Agreement"), of the Receivables Purchase and Sale Agreement,  dated  as
of  June 30, 1989, among IES Utilities Inc. (the "Seller'), CIESCO  L.P.
and  Citicorp North America, Inc., as Agent.  The terms defined  in  the
Agreement are used as defined in the Agreement.

           As  Attorney  for  the Seller, I have  acted  as  counsel  in
connection  with  the  preparation,  execution  and  delivery   of   the
Agreement.

          In that connection I have examined:

          (1)  The Agreement and the Certificate.

          (2)  The documents of the Seller pursuant to Article
               III of the Agreement.

          (3)  The Articles of Incorporation of the Seller and
               all amendments thereto (the "Articles").

          (4)  The  By-laws of the Seller and all amendments
               thereto (the "By-Laws").

          (5)  Oral verification with the Secretary of State
               of Iowa, dated _______________, 1997, as to the continued
               existence and good standing of the Seller in such State.

           I  have  also examined all of the indentures, loan or  credit
agreements,  leases, guarantees, mortgages, security agreements,  bonds,
notes  and other agreements or instruments and all of the orders, write,
judgments,   awards,   injunctions   and   decrees   (collectively   the
"Documents"), which affect or purport to affect the Seller's ability  to
sell  or  otherwise  dispose of Receivables or the Seller's  obligations
under  the Agreement.  In addition, I have examined such other corporate
records  of the Seller, certificates of public officials and of officers
of  the  Seller, and agreements, instruments and other documents,  as  I
have  deemed necessary as a basis for the opinions expressed  below.   I
have   assumed  the  due  execution  and  delivery,  pursuant   to   due
authorization, of the Agreement by the Investor and the Agent.

          Based upon the foregoing and upon such investigation as I have
deemed necessary, I am of the following opinion:

           1.    The  Seller is a corporation duly incorporated, validly
     existing and in good standing under the laws of the State of Iowa.

           2.   The execution, delivery and performance by the Seller of
     the  Agreement  and the Certificate, and the Seller's  use  of  the
     proceeds  of  Purchases and reinvestments, are within the  Seller's
     corporate  powers,  have  been  duly authorized  by  all  necessary
     corporate action, and (A) do not contravene (i) the Articles or the
     By-Laws  or  (ii)  any law, rule or regulation  applicable  to  the
     Seller  or,  to the best of my knowledge, (iii) any contractual  or
     legal  restriction contained in any Document listed above;  (B)  do
     not  result in or require the creation of any Adverse Claim  (other
     than pursuant to the Agreement) upon or with respect to any of  the
     Seller's  properties; and (C) do not require  compliance  with  any
     bulk  sales  act or similar law.  The Agreement and the Certificate
     have been duly executed and delivered on behalf of the Seller.

           3.   No authorization or approval or other action by, and  no
     notice  to or filing with, any governmental authority or regulatory
     body is required for the due execution, delivery and performance by
     the  Seller  of  the  Agreement  or  the  Certificate  or  for  the
     perfection  of or the exercise by the Agent or any Owner  of  their
     respective  rights  and  remedies  under  the  Agreement  and   the
     Certificate.

           4.    The Agreement and the Certificate are legal, valid  and
     binding obligations of the Seller enforceable against the Seller in
     accordance with their respective terms.

           5.    To  the  best of my knowledge, there are no pending  or
     overtly threatened actions or proceedings against the Seller or any
     of  its  subsidiaries  before  any court,  governmental  agency  or
     arbitrator which are likely to materially adversely affect (i)  the
     financial  condition  or operations of the Seller  or  any  of  its
     subsidiaries  or  (ii)  the ability of the Seller  to  perform  its
     obligations  under  the  Agreement or  the  Certificate,  or  which
     purport  to  affect  the  legality,  validity,  binding  effect  or
     enforceability of the Agreement or the Certificate.

           6.    Each Share purchased prior to the date of this  opinion
     constituted,  and  each Share purchased pursuant  to  a  subsequent
     Purchase will constitute, a valid undivided ownership interest  (an
     "Undivided  Interest"),  to  the  extent  of  the  Share  purchased
     pursuant to such Purchase, in each Pool Receivable then exiting  or
     thereafter arising and in the Related Security and Collections.

           7.    The nature of the Share is such that its purchase  with
     the  proceeds  of  notes  would constitute a "current  transaction"
     within  the  meaning of Section 3(a)(3) of the  Securities  Act  of
     1933,  as amended (the "Securities Act"); since the date of initial
     Purchase,  the  Pool  Receivables have not been  and  will  not  be
     applied  by  the Seller or any of its consolidated subsidiaries  in
     determining the total "current transactions" of the Seller and  its
     consolidated   subsidiaries   in   claiming   an   exemption   from
     registration  under  the Securities Act.  Each  Purchase  and  each
     reinvestment   of  Collections  pursuant  to  the  Agreement   will
     constitute  a  purchase  or  other acquisition  of  notes,  drafts,
     acceptances,   open   accounts  receivable  or  other   obligations
     representing  part  or  all  of  the sales  price  of  merchandise,
     insurance or services within the meaning of Section 3(c)(S) of  the
     Investment Company Act of 1940, as amended.

           The  opinions  set forth above are subject to  the  following
qualifications:

                (a)   My opinion in paragraph 4 above is subject to  the
     effect  of  any  applicable bankruptcy, insolvency, reorganization,
     moratorium or similar law affecting creditors' rights generally.

                (b)   My opinion in paragraph 4 above is subject to  the
     effect   of  general  principles  of  equity,  including   (without
     limitation) concepts of materiality, reasonableness, good faith and
     fair  dealing (regardless of whether considered in a proceeding  in
     equity or at law).

                (c)   I  express  no opinion as to the priority  of  the
     Undivided  Interest as against any claim or lien in  favor  of  the
     United  States or any agency or instrumentality thereof (including,
     without limitation, federal tax liens and liens under Title  IV  of
     ERISA).

                                   Very truly yours,



                                   Stephen W. Southwick
                                   Attorney



                                   EXHIBIT D

                             NOTICE OF PURCHASE OF
                            A SHARE AT A FIXED RATE


Citicorp North America, Inc.
  as Agent
450 Mamaroneck Avenue
Harrison, New York 10528

Attention:  ____________________

Ladies and Gentlemen:

          The undersigned, IES Utilities Inc., refers to the Receivables
Purchase  and Sale Agreement dated as of June 30, 1989, as  amended  and
restated  as  of February 28, 1997 (the "Agreement," the  terms  defined
therein  being  used herein as therein defined), among the  undersigned,
Ciesco L.P., and you, as Agent, and hereby gives you notice pursuant  to
Section  2.02  of  the  Agreement that the undersigned  hereby  requests
Ciesco  L.P.  to  make  a  Purchase under the  Agreement,  and  in  that
connection  sets  forth  below the terms on  which  such  Purchase  (the
"Proposed Purchase") is requested to be made:

     (A)  Date of purchase of
          Share                                   ______________
     (B)  Amount of Capital                       ______________
     (C)  Maturity date of Fixed Period           ______________
     (D)  Fixed Rate                              ______________
     (E)  Interest Payment Date(s)                ______________

      The undersigned hereby certifies that the following statements are
true  on  the date hereof, and will be true on the date of the  Proposed
Purchase of such Share:

           (a)  the representations and warranties contained in  Section
     4.01  are  correct, before and after giving effect to the  Proposed
     Purchase  and  to  the  application of the proceeds  therefrom,  as
     though made on and as of such date;

           (b)  no event has occurred and is continuing, or would result
     from  the Proposed Purchase or from the application of the proceeds
     therefrom,  which constitutes an Event of Investment  Ineligibility
     or  would constitute an Event of Investment Ineligibility  but  for
     the requirement that notice be given or time elapse or both.


The undersigned hereby confirms that the proposed Purchase of such Share
is  to  be made available to it in accordance with Section 2.02  of  the
Agreement.

                              Very truly yours,

                              IES UTILITIES INC.



                              By:  _________________________
                                   Title:



                           SCHEDULE I

                       IES UTILITIES INC.
                 LIST OF SPECIAL ACCOUNT BANKS


                                                       ACCOUNT NUMBER


Firstar Bank Iowa, N.A.                                110-00010-6
222 2nd Avenue S.E.
Cedar Rapids, IA 52401

Brenton Bank & Trust                                   136026
102 South Central Street
Marshalltown, IA 50158

Brenton National Bank                                  75130109
P.O. Box 149
Grinnell, IA 50112

Central State Bank                                     3228483
P.O. Box 146
Muscatine, IA 52761

Iowa State Bank and Trust                              296023
P.O. Box 927
Fairfield, IA 52556

First Bank and Trust                                   136026
P.O. Box AA
Spirit Lake, IA 51360

First National Bank                                    136042
5th and Burnett
Ames, IA 50010

Firstar Bank Ottumwa, N.A.                             01148109
123 East Third Street
Ottumwa, IA 52501

Firstar Bank Burlington, N.A.                          621021453
P.O. Box 1088
Burlington, IA 52601

Mercantile Bank                                        786209
100 E. Jackson
Centerville, IA 52544

Mercantile Bank                                        346217
P.O. Box 1166
Newton, IA 50208

Iowa Falls State Bank                                  307761
P.O. Box 129
Iowa Falls, IA 50126

Iowa State Savings Bank                                124109
P.O. Box 109
Creston, IA 50801

Iowa Trust & Savings Bank                              244007
200 N. 10th
Centerville, IA 52544

Lee County Bank & Trust, N.A.                          25577
8th Street & Avenue
Fort Madison, IA 52627

Security Bank                                          6101378
1402 Washington Street
Eldora, IA 50627

State Central Bank                                     3072121
601 Main Street
Keokuk, IA 52632

Washington State Bank                                  170054
Lock Box 311
Washington, IA 52353

Mercantile Bank                                        118079
101 South Filmore Street
Mount Ayr, IA  50854