SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                1998 FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1998       Commission file number 1-164


                               ASARCO Incorporated

             (Exact name of registrant as specified in its charter)

         New Jersey                                        13-4924440
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)


                     180 Maiden Lane, New York, N. Y. 10038
              (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code       (212) 510-2000


           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                 Name of each exchange on
      Title of each class                            which registered
Common Stock, without par value                  New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                                                Yes   X        No_____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

As of February 26, 1999, there were of record 39,669,569 shares of Common Stock,
without par value, outstanding,  and the aggregate market value of the shares of
Common  Stock  (based upon the closing  price of Asarco  Common Stock on the New
York Stock  Exchange  Composite  Transactions)  of ASARCO  Incorporated  held by
nonaffiliates was approximately $0.6 billion.

PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:

Part III:  Proxy  statement in connection  with the Annual Meeting to be held on
April 28, 1999. Part IV: Exhibit index is on pages C1 through C3.


<PAGE>



                               ASARCO Incorporated

                                   FORM 10-K/A
                                December 31, 1998


                                      INDEX


                                                                  Page
                                                                 Number

FORM 10-K/A                                                        i


ITEM 14                                                            ii


EXHIBIT INDEX                                                    C1-C3


FORM 11-K                                                       C44-C60



                                        1
<PAGE>


                      ASARCO Incorporated and Subsidiaries

                                   FORM 10-K/A
                                December 31, 1998



The undersigned  registrant hereby amends the 1998 Annual Report on Form 10-K as
set  forth  in the  pages  attached  hereto  to add the  information,  financial
statements and exhibits  required by Form 11-K filed with respect to the Savings
Plan of ASARCO  Incorporated  and  Participating  Subsidiaries  pursuant to Rule
15d-21.

The following item has been refiled to reflect such amendments:


Item 14.  Exhibits, Financial Statements Schedules and Reports on Form 8-K.

     The Exhibit  Index has been  amended and is refiled  herewith to include as
Exhibit  99 the  report  in 11-K  relating  to the  Savings  Plan  for  Salaried
Employees of ASARCO Incorporated and Participating Subsidiaries,  which is filed
herewith.

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    ASARCO Incorporated


                                    By  /s/  W. Dowd
                                             W. Dowd
                                             Vice President and
                                             Chief Financial Officer


Date: June 28, 1999




                                       i
<PAGE>



                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K





                                       ii
<PAGE>




                               ASARCO Incorporated
                                  EXHIBIT INDEX

Exhibit                                                                  Indexed
  No.                              Description                           on Page

3.  Certificate of Incorporation and By-Laws

    (a)    Certificate of  Incorporation  - restated,  filed June 26,
           1998
           (Filed as an Exhibit to the Company's  Report on Form
           10-Q for the quarter ended June 30, 1998 and  incorporated
           herein by reference)


     (b)  By-Laws as last  amended on June 26,  1991
          (Filed as an Exhibit to the Company's 1991 Annual Report
          on Form 10-K and  incorporated  herein by reference)

4.   Instruments defining the rights of security holders,
     including indentures

    (a)    There   are   currently   various   separate   indentures,
           agreements or similar  instruments  under which  long-term
           debt of Asarco is currently  outstanding.  The  Registrant
           hereby agrees to furnish to the Commission,  upon request,
           a copy of any of the  instruments  which define the rights
           of  holders  of  long-term  debt  securities.  None of the
           outstanding    instruments    represent   long-term   debt
           securities  in excess of 10% of the total assets of Asarco
           as of December 31, 1998

    (b)    Form  of  Rights  Agreement  dated  as of July  26,  1989,
           between the Company and First Chicago Trust Company of New
           York, as Rights Agent, defining the rights of shareholders
           under a July 1989  Shareholders'  Rights plan and dividend
           declaration  (Filed as an Exhibit to the Company's  report
           on Form 8-K filed on July 28, 1989 and incorporated herein
           by reference)

    (c)    Rights Agreement Amendment dated as of September 24, 1992,
           between the Company and The Bank of New York, as Successor
           Rights  Agent  under the  Rights  Agreement  listed  above
           (Filed as an Exhibit to the  Company's  1992 Annual Report
           on Form 10-K and incorporated herein by reference)




                                      C1
<PAGE>


                               ASARCO Incorporated
                                 EXHIBIT INDEX
Exhibit                                                                  Indexed
  No.                             Description                            on Page

    (d)    Second Rights Agreement Amendment dated as of February 23,
           1995,  between the Company and The Bank of New York (Filed
           as an Exhibit to the Company's report on Form 8-K filed on
           February 24, 1995, and incorporated herein by reference)

    (e)    Form of Rights  Agreement  dated as of January  28,  1998,
           between the  Company  and The Bank of New York,  as Rights
           Agent,  defining  the  rights  of  shareholders'  under  a
           January  1998  Stockholders'   Rights  plan  and  dividend
           declaration (Filed as an Exhibit to the Company's Form 8-K
           filed  on  March  2,  1998,  and  incorporated  herein  by
           reference)

    (f)    Indenture  Agreement  dated as of February 1, 1993 between
           the  Company  and  Bankers  Trust  Company,   as  Trustee,
           covering the issuance of debt securities registered by the
           Company in April 1992,  not to exceed $250 million  (Filed
           as an Exhibit to the Company's  1992 Annual Report on Form
           10-K and incorporated herein by reference)

    (g)    Indenture  Agreement  dated as of October 1, 1994  between
           the Company and  Chemical  Bank,  as Trustee  covering the
           issuance of debt  securities  registered by the Company in
           October  1994,  not to exceed  $300  million  (Filed as an
           Exhibit to the  Company's  registration  statement on Form
           S-3 filed on October 12, 1994, and incorporated  herein by
           reference)

     Material Contracts

10. (a)    Stock Option Plan as last amended on November 30, 1994
           (Filed as an Exhibit to the Company's 1994 Annual Report
           on Form 10-K and incorporated herein by reference)

    (b)    Form of Amended Employment Agreement dated February 26,
           1997, between the Company and currently 11 of its
           executive officers, including Messrs. R. de J. Osborne,
           F.R. McAllister, K.R. Morano, and A.B. Kinsolving
           (Filed as an Exhibit to the Company's 1996 Annual Report
           on Form 10-K and incorporated herein by reference)

    (c)    Deferred Fee Plan for Directors, as amended through
           April 29,1998                                                 C9-C14


    (d)    Director's  Deferred  Payment Plan, as amended through
           April 29, 1998.                                               C15-C20


    (e)    Retirement  Plan for  Non-Employee  Directors,  as amended
           through January 28, 1998. Effective December 31, 1995, the
           Company   terminated  the  plan  for  current  and  future
           directors.

                                       C2
<PAGE>


                               ASARCO Incorporated
                                  EXHIBIT INDEX
Exhibit                                                                  Indexed
  No.                              Description                           on Page

    (f)    Directors'  Stock Award Plan, as amended  through January
           27, 1993
           (Filed as an Exhibit to the  Company's  1992 Annual Report
           on Form 10-K and incorporated herein by reference)

    (g)    Stock   Incentive   Plan   adopted   by   the   Company's
           Shareholders  on  April  25,  1990,  as last  amended  on
           November  29, 1995
           (Filed as an Exhibit to the  Company's 1995 Annual
           Report on Form 10-K and  incorporated  herin by
           reference)

    (h)    Supplemental Pension Plan for Designated  Mid-Career
           Officers, as amended through April 29, 1998                   C21-C28

    (i)    Incentive Compensation Plan for Senior Officers,
           effective
           January 1, 1996
           (Filed on Exhibit B to the Company's 1996 Proxy
           Statement filed on March 12, 1996 and incorporated
           herein by reference)

    (j)    1996 Stock Incentive Plan, effective April 24, 1996
           (Filed as an Exhibit to the Company's Registration
           Statement on Form S-8 filed on December 17, 1996, and
           incorporated herein by reference)

    (k)    Compensation Deferral Plan, as amended through April 29,
           1998                                                          C29-C35

    (l)    Supplemental Retirement Plan, as amended through April
           29, 1998                                                      C36-C41
    (m)    Consulting agreement between the Company and Mr. R.           C42-C43
           de J. Osborne dated November 24, 1998

11.            Statement re Computation of Earnings Per Share              C4

12.            Statement re Computation of Ratios                          C5

21.            Subsidiaries of the Registrant                             C6-C8

23.        Consent of Independent Accountants is included on page
           A72 of this Annual Report on Form 10-K.

99.        Report on Form 11-K  relating to the Savings Plan for
           Salaried Employees of ASARCO Incorporated and Participating
           Subsidiaries.                                                 C44-C60

Copies of exhibits may be acquired upon written request to the Treasurer and the
payment of processing and mailing costs.

                                      C3


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                               ------------------


                                    FORM 11-K

                               ------------------


                                  ANNUAL REPORT


                        PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               ------------------


                            Commission File No. 1-164


                               ------------------


                   For the fiscal year ended December 31, 1998



                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries



                               ASARCO Incorporated
                                 180 Maiden Lane
                            New York, New York 10038



                                      C44
<PAGE>







                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries


                       Financial Statements and Schedules

                           December 31, 1998 and 1997

                                        C45
<PAGE>











                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries


                                      INDEX



                                                                     Page
                                                                    Number

Report of Independent Accountants                                     C47

Statement of Net Assets Available for
 Benefits with Fund Information at December 31, 1998                  C48

Statement of Net Assets Available for
 Benefits with Fund Information at December 31, 1997                  C49

Statement of Changes in Net Assets Available
 for Benefits with Fund Information for the year ended
 December 31, 1998                                                    C50

Notes to Financial Statements                                       C51-C57

Supplemental Schedules:
  Form 5500 Item 27a*-Schedule of Assets Held
   for Investment Purposes at December 31, 1998                       C58

  Form 5500 Line 27d*-Schedule of Reportable
   Transactions for the year ended December 31, 1998                  C59

Consent of Independent Accountants                                    C60



   *     Refers to item number in Form 5500 ("Annual  Return/Report  of Employee
         Benefit  Plan")  filed with the  Department  of Labor for the plan year
         ended December 31, 1998.


                                      C46
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS
                                   -------------


To the Participants and Administrator of the Savings Plan of ASARCO Incorporated
and Participating Subsidiaries:


In our opinion, the accompanying statements of net assets available for benefits
and the  related  statements  of changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of the Savings Plan of ASARCO  Incorporated and Participating  Subsidiaries (the
"Plan") at December 31, 1998 and 1997,  and the changes in net assets  available
for benefits for the year ended  December 31, 1998 in conformity  with generally
accepted   accounting   principles.   These   financial   statements   are   the
responsibility  of the Plan's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements  in  accordance  with  generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedules, as listed in
the index on the  preceding  page,  are  presented for the purpose of additional
analysis and are not a required part of the basic  financial  statements but are
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security  Act of 1974.  The fund  information  in the  statements  of net assets
available for benefits and the statement of changes in net assets  available for
benefits is presented for purposes of additional analysis rather than to present
the net assets  available for plan benefits and changes in net assets  available
for benefits of each fund. These supplemental schedules and fund information are
the responsibility of the Plan's management. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial  statements and, in our opinion, are fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


                                                     PricewaterhouseCoopers LLP


New York, New York
June 28, 1999

                                       C47

<PAGE>



       Savings Plan of ASARCO Incorporated and Participating Subsidiaries
      Statement of Net Assets Available for Benefits with Fund Information
                              at December 31, 1998
                             (dollars in thousands)



<TABLE>
<CAPTION>
                                                                                      Participant Directed

                                                  ----------------------------------------------------------------------------------
                                                                                          Vanguard          Vanguard
                                               Vanguard      Vanguard        Asarco      Money Market    Short Term U.S.   Vanguard
                                                Index       International    Common      Reserves        Treasury Bond    Wellington
                                             500 Portfolio     Fund           Fund       Portfolio         Portfolio         Fund
                                             -------------   -----------    ----------   ---------         ---------         ----
<S>                                               <C>            <C>        <C>           <C>                 <C>             <C>

Investments, at fair value: ..............         --          --              --           --                   --           --
 Asarco Common Stock (cost $26,211) ......         --          --        $  3,208           --                   --           --
 Registered investment companies: ........         --          --              --           --                   --           --
   Vanguard Money Market Reserves Prime ..         --          --              --           --                   --           --
    Portfolio (cost approximates market) .         --          --             20      $ 17,831                   --           --
   Vanguard Index Trust 500 Portfolio ....         --          --              --           --                   --           --
    (cost $21,975) .......................   $ 44,654          --              --           --                   --           --
   Vanguard International Growth Fund ....         --          --              --           --                   --           --
    (cost $215) ..........................         --      $  225              --           --                   --           --
   Vanguard Short Term U.S. Treasury .....         --          --              --           --                   --           --
    Bond Portfolio (cost $7,889) .........         --          --              --           --             $  8,005           --
   Vanguard Wellington Fund (cost $10,704)         --          --              --           --                   --     $ 12,373
   Vanguard Index Extended Market Fund ...         --          --              --           --                   --           --
    (cost $3,281) ........................         --          --              --           --                   --           --
   Vanguard U.S. Growth Fund (cost $5,385)         --          --              --           --                   --           --
   Vanguard Windsor II Fund (cost $11,793)         --          --              --           --                   --           --
   Vanguard Bond Index Fund (cost $2,457)          --          --              --           --                   --           --
 Loans to Participants ...................         --          --              --           --                   --           --
                                             --------     -------        --------     --------             --------     --------
     Total Investments ...................     44,654         225           3,228       17,831                8,005       12,373
Contributions Receivable: ................         --          --              --           --                   --           --
  Participants ...........................        151           4              18           57                   35           76
  Company ................................          1          --              --           --                   --            1
Interest receivable ......................         --          --              --           --                   --           --
Loans receivable .........................         43          --               7           23                   17           39
                                             --------     -------        --------     --------             --------      -------

NET ASSETS AVAILABLE FOR PLAN BENEFITS ...   $ 44,849     $   229        $  3,253     $ 17,911             $  8,057     $ 12,489
                                             ========     =======        ========     ========             ========     ========



</TABLE>
<TABLE>

<CAPTION>
                                                                                                                    Non-
                                                                                                                Participant
                                                                                         Participant Directed     Directed
                                                  ------------------------------------------------------------- --------------
                                                   Vanguard
                                                    Index      Vanguard U.S.    Vanguard     Vanguard               Asarco
                                             -     Extended        Growth       Windsor II   Bond Index   Loan    Common
                                                  Market Fund       Fund           Fund         Fund      Fund  Stock Fund    Total
<S>                                               <C>                 <C>            <C>         <C>       <C>      <C>         <C>
                                                  -----------       ----           ----         ----      ----  ----------    -----
Investments, at fair value: ..............
 Asarco Common Stock (cost $26,211) ......                                                                         12,334   $15,542
 Registered investment companies: ........
   Vanguard Money Market Reserves Prime ..          -                 --              --           --        --
    Portfolio (cost approximates market) .         --                 --              -            --        --     77       17,928
   Vanguard Index Trust 500 Portfolio ....         --                 --              --           --        --     --        --
    (cost $21,975) .......................         --                 --              --           --        --     --       44,654
   Vanguard International Growth Fund ....         --                 --              --           --        --     --        --
    (cost $215) ..........................         --                 --              --           --        --     --          225
   Vanguard Short Term U.S. Treasury .....         --                 --              --           --        --     --        --
    Bond Portfolio (cost $7,889) .........         --                 --              --           --        --     --        8,005
   Vanguard Wellington Fund (cost $10,704)         --                 --              --           --        --     --       12,373
   Vanguard Index Extended Market Fund ...         --                 --              --           --        --     --        --
    (cost $3,281) ........................   $  3,994                 --              --           --        --     --        3,994
   Vanguard U.S. Growth Fund (cost $5,385)         --           $  8,109              --           --        --     --        8,109
   Vanguard Windsor II Fund (cost $11,793)         --                 --        $ 14,911           --        --     --       14,911
   Vanguard Bond Index Fund (cost $2,457)          --                 --              --      $  2,509       --     --        2,509
 Loans to Participants ...................         --                 --              --           --   $  4,431    --        4,431
                                             --------           --------        --------      --------   --------  -------   -------
     Total Investments ...................      3,994              8,109          14,911         2,509     4,431   12,411   132,681
Contributions Receivable: ................         --                 --             --            --       --      --        --
  Participants ...........................         28                 52             87            8        --      --         516
  Company ................................         --                  1              1           --        --      162        166
Interest receivable ......................         --                 --             --           --        27      --          27
Loans receivable .........................          6                 10             41            1      (187)     --        --
                                             --------           --------       --------      --------    --------   -------   ------

NET ASSETS AVAILABLE FOR PLAN BENEFITS ...   $  4,028           $  8,172       $ 15,040      $  2,518   $  4,271  $ 12,573  $133,390
                                             ========           ========       ========      ========   ========  =======   ========

</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      C48
<PAGE>


<TABLE>
<CAPTION>
       Savings Plan of ASARCO Incorporated and Participating Subsidiaries
      Statement of Net Assets Available for Benefits with Fund Information
                              at December 31, 1997
                             (dollars in thousands)



                                                                            Participant Directed Directed
                                                  -------------------------------------------------------------------------------
                                                                               Vanguard       Vanguard
                                                  Vanguard        Asarco      Money Market   Short Term                  Vanguard
                                                    Index         Common      Reserves     U.S. Treasury   Vanguard       Index
                                                 500 Portfolio     Fund        Portfolio     Portfolio     Fund         Market Fund
                                                  -----------     ----------   ---------     ---------     ----        -----------
<S>                                                     <C>       <C>           <C>             <C>           <C>            <C>

Investments, at fair value: .....................       --         --             --          --            --           --
Asarco Common Stock (cost $25,211) ..............       --     $  3,260           --          --            --           --
Shares of registered investment .................       --         --             --          --            --           --
companies: ......................................       --         --             --          --            --           --
   Vanguard Money Market Reserves Prime .........       --         --             --          --            --           --
    Portfolio (cost approximates market) ........       --           29       $ 17,869        --            --           --
   Vanguard Index Trust 500 Portfolio ...........       --         --             --          --            --           --
    (cost $22,581) ..............................   $ 39,654       --             --          --            --           --
   Vanguard Short Term U.S. Treasury ............       --         --             --          --            --           --
    Bond Portfolio (cost $7,452) ................       --         --             --      $  7,476          --           --
   Vanguard Wellington Fund (cost $9,952) .......       --         --             --          --        $ 12,282         --
   Vanguard Index Extended Market Fund ..........       --         --             --          --            --           --
    (cost $3,113) ...............................       --         --             --          --            --       $  4,026
   Vanguard U.S. Growth Fund (cost $3,971) ......       --         --             --          --            --           --
   Vanguard Windsor II Fund (cost $10,560) ......       --         --             --          --            --           --
   Vanguard Bond Index Fund (cost $1,661) .......       --         --             --          --            --           --
Loans to Participants ...........................    _______    _______         ______       _____        ______       ______

     Total Investments ..........................     39,654      3,289         17,869       7,476       12,282        4,026
Contributions Receivable: .......................       --         --             --          --             --           --
  Participants ..................................        167         22             69          39           90           35
  Company .......................................       --         --             --          --            --           --
Interest receivable .............................       --         --             --          --            --           --
Loans receivable ................................         52          8             28          16            9            8
                                                    --------   --------       --------    --------      --------     --------

NET ASSETS AVAILABLE FOR PLAN BENEFITS ..........   $ 39,873   $  3,319       $ 17,966    $  7,531      $12,401      $  4,069
==============================================================   ========      ========    ========    ========      ========

</TABLE>
<TABLE>
<CAPTION>
                                                                                                            Non-
                                                                                                         Participant
                                                             Participant Directed Directed                 Directed
                                                  ------------------------------------------------------ --------------
                                                  Vanguard U.S.    Vanguard      Vanguard                   Asarco
                                                     Growth       Windsor II    Bond Index      Loan        Common
                                                      Fund            Fund          Fund         Fund      Stock Fund        Total
<S>                                                    <C>            <C>            <C>            <C>            <C>       <C>
                                                       ---            ----          ----         ----      ----------        -----
Investments, at fair value: ......................       --                --        --            --           --
Asarco Common Stock (cost $25,211) ...............       --                --        --            --       $ 17,763       $ 21,023
Shares of registered investment ..................       --                --        --            --           --             --
companies: .......................................       --                --        --            --           --             --
   Vanguard Money Market Reserves Prime ..........       --                --        --            --           --             --
    Portfolio (cost approximates market) .........       --                --        --            --            158         18,056
   Vanguard Index Trust 500 Portfolio ............       --                --        --            --           --             --
    (cost $22,581) ...............................       --                --        --            --           --           39,654
   Vanguard Short Term U.S. Treasury .............       --                --        --            --           --             --
    Bond Portfolio (cost $7,452) .................       --                --        --            --           --            7,476
   Vanguard Wellington Fund (cost $9,952) ........       --                --        --            --           --           12,282
   Vanguard Index Extended Market Fund ...........       --                --        --            --           --             --
    (cost $3,113) ................................       --                --        --            --           --            4,026
   Vanguard U.S. Growth Fund (cost $3,971) .......   $  5,399              --        --            --           --            5,399
   Vanguard Windsor II Fund (cost $10,560) .......       --            $ 13,870      --            --           --           13,870
   Vanguard Bond Index Fund (cost $1,661) ........       --                --       $1,694         --          --           1,694
Loans to Participants ............................     ______      $     ______    ______         $4,765      _______         4,765

     Total Investments ...........................      5,399            13,870     1,694         4,765       17,921        128,245
Contributions Receivable: ........................       --                --        --            --           --             --
  Participants ...................................         48               101         5          --           --              576
  Company ........................................       --                --        --            --            199            199
Interest receivable ..............................       --                --        --              31         --               31
Loans receivable .................................         16                33         1          (191)        --             --
                                                     --------      --- --------  --------         -----     --------       --------

NET ASSETS AVAILABLE FOR PLAN BENEFITS ...........   $  5,463      $   $ 14,004  $  1,700        $4,605     $ 18,120       $129,051
==================================================   ========      === ========  ========         =====     ========       ========

</TABLE>
The  accompanying  notes are an  integral  part of these financial statements.


                                      C49
<PAGE>




       Savings Plan of ASARCO Incorporated and Participating Subsidiaries
 Statement of Changes in Net Assets Available for Benefits with Fund Information
                      for the year ended December 31, 1998
                             (dollars in thousands)


<TABLE>
<CAPTION>

                                                                                            Vanguar        Vanguard
                                              Vanguard        Vanguard       Asarco       Money Marke      Short Term      Vanguard
                                             Index Trust     International  Common       Reserves Prime   U.S. Treasury  Wellington

ADDITIONS:                                  500 Portfolio    Growth Fund    Stock Fund    Portfolio       Bond Portfolio     Fund
                                            -------------    -----------    ----------    ---------       --------------     ----
<S>                                           <C>                <C>            <C>            <C>            <C>            <C>

Investment Income
   Net appreciation (depreciation) in the        --                --           --             --                --            --
     fair value of investments ..........   $  10,020       $      13    $  (7,161)            --         $     115    $      40
  Dividends and Interest ................         723               4          695      $     934               419         1,406
  Interest (participant loans) ..........      ______          ______      _______         _______              ___         _____

    Total ...............................      10,743              17       (6,466)           934               534          1,446

Contributions ...........................        --                --           --             --                --            --
  Participants ..........................       2,130              54          258            809               447          1,073
  Company ...............................           7              --        2,354              2               --            5

Loan Repayments .........................         725               5          124            410               214          390

Transfers from other plan ...............         185              --           63             24                 8          --

Interfund transfers .....................      (2,254)            162        1,117          1,540              559          (792)

     TOTAL ADDITIONS ....................      11,536             238      (2,550)          3,719             1,762         2,122


DEDUCTIONS:
  Benefit payments ......................       5,841               5        2,933          3,425             1,084        1,691
  General and administrative ............           1              --           --              5                 1          1
  Loans .................................         718               4          130            344               151         342

     TOTAL DEDUCTIONS ...................       6,560               9        3,063          3,774             1,236        2,034


Net increase (decrease) .................       4,976             229       (5,613)           (55)             526          88

NET ASSETS AVAILABLE FOR PLAN BENEFITS, .        --                --           --             --                --
   BEGINNING OF YEAR ....................      39,873               0       21,439         17,966             7,531        12,401


NET ASSETS AVAILABLE FOR PLAN BENEFITS, .        --                --           --             --                --          --
   END OF YEAR ..........................   $  44,849       $     229    $  15,826      $  17,911         $   8,057        12,489


</TABLE>
<TABLE>
<CAPTION>


                                                Vanguard
                                                 Index                             Vanguard         Vanguard
                                                Extended          Vanguard U.S.    Windsor II       Bond Index      Loan
                                               Market Fund        Growth Fund       Fund              Fund          Fund      Total
                                              -----------           ----            ----              ----          ----      -----
<S>                                                <C>                <C>            <C>                 <C>        <C>      <C>

Investment Income
   Net appreciation (depreciation) in the          --                   --            --               --          --           --
     fair value of investments ..........   $     (44)           $   1,724     $      673       $      28          --      $   5,408
  Dividends and Interest ................         314                  519          1,529             135          --          6,678
  Interest (participant loans) ..........         ___              _____ _              _             __          $339           339
                                                                                                                   --
    Total ...............................         270                2,243          2,202             163          339        12,425

Contributions ...........................         --                    --             --              --           --           --
  Participants ..........................         426                  639          1,273             116          --          7,225
  Company ...............................           1                 4              6                 --           --         2,379

Loan Repayments .........................         121                  205            471              11       (2,488)          188

Transfers from other plan ...............           3                    5             20              --          33            341

Interfund transfers .....................         (369)                369        (1,066)             734
                                               ---------         ---------      ---------       ---------    ---------       -------
     TOTAL ADDITIONS ....................         452                3,465          2,906           1,024       (2,116)       22,558

                                               ---------         ---------       --------       --------    ---------      ---------

DEDUCTIONS:
  Benefit payments ......................         431                  631          1,575             194          399        18,209
  General and administrative ............           2                   --             --              --           --            10
  Loans .................................          60                  125            295              12        (2,181)

                                              ---------          ---------      ---------       ---------    ---------       -------
     TOTAL DEDUCTIONS ...................         493    _            756           1,870             206     (1,782)         18,219

                                              ---------          ---------    -  --------       ---------    ---------    ---------

Net increase (decrease) .................         (41)               2,709          1,036             818        (334)         4,339

NET ASSETS AVAILABLE FOR PLAN BENEFITS, .        --                     --             --              --          --           --
   BEGINNING OF YEAR ....................        4,069               5,463         14,004           1,700        4,605       129,051

                                             ---------           ---------      ---------       ---------    ---------     ---------

NET ASSETS AVAILABLE FOR PLAN BENEFITS, .        --                     --             --             --           --           --
   END OF YEAR ..........................   $   4,028            $   8,172      $  15,040       $   2,518    $   4,271     $ 133,390

                                             =========           =========      =========       =========    =========     =========

</TABLE>




 The accompanying notes are an integral part of these financial statements

                                      C50
<PAGE>


                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                          Notes to Financial Statements

1.       Plan Description

         The following  description  of the Savings Plan of ASARCO  Incorporated
         and  Participating  Subsidiaries  (the  "Plan")  provides  only general
         information.  Reference  should  be made  to the  Plan  document  for a
         complete  description  of  the  Plan  and  Plan  amendments,  including
         eligibility requirements and vesting provisions.

         General:

         Effective  January  1,  1980,   ASARCO   Incorporated  (the  "Company")
         established the Savings Plan of ASARCO  Incorporated and  Participating
         Subsidiaries,   which  has  been  amended   thereafter.   Contributions
         commenced in July 1980. The Plan is a defined  contribution plan and is
         administered  by the Company's  Savings Plan  Committee of the Board of
         Directors in  accordance  with  authority  delegated  by the  Fiduciary
         Committee.  The Plan is  designed  to  provide a method of  savings  by
         eligible  employees for their retirement and other needs, and to enable
         them to acquire an ownership interest in the Company.

         Contributions:

         Employees are eligible for  participation  in the Plan after completing
         thirty days of service.  Each eligible  employee wishing to participate
         in  the  Plan  must  elect  to  authorize   pre-tax   and/or   post-tax
         contributions by payroll  deduction.  Contributions are stated in whole
         percentages of 1% to 17% effective  October 1,1998 of the participant's
         basic  earnings,  as  defined.  A  participant  may elect to  increase,
         decrease or suspend the pre-tax or post-tax  contributions on the first
         day of any month.  The Internal  Revenue Code of 1986 (the "Code"),  as
         amended,  limited the maximum  amount an employee may  contribute  on a
         pre-tax basis to $10,000 and $9,500 in 1998 and 1997, respectively.

         Matching  Company  Contribution - The Company matches the first 6% of a
         participant's  monthly  contribution  at the rate of 50%.  The matching
         contribution  may be made in either cash or Asarco  Common Stock and in
         the case of cash, the Plan's trustee,  Vanguard Fiduciary Trust Company
         ("Vanguard"),  is required to purchase  Asarco  Common  Stock.  Company
         contributions for the year ended December 31, 1998 consisted of cash in
         the amount of $2,379,583.

         The Company is not obligated to make a  contribution  during any period
         in  which  it has  no  accumulated  retained  earnings.  The  Company's
         contributions  are subject to all legal  restrictions  which may apply,
         including  Sections  401 and 415 of the Code,  which  limit the  annual
         contributions to an employee's account.



                                      C51
<PAGE>


                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                    Notes to Financial Statements - Continued

         Participants  are  100%  vested  in both  their  contributions  and the
         Company's matching contribution and earnings thereon upon participation
         in the Plan.

         Benefit Payments:

         Upon  retirement or  termination  of  employment  (other than by death)
         prior to age 65, a  participant  must  consent  in writing to receive a
         distribution  of account  balances.  If  participants do not consent in
         writing, payment of a distribution is made upon the earlier of death or
         attainment  of age 65.  Participants  who  retire  may elect to receive
         payments in annual cash  installments  over a period of up to 10 years.
         Participants  receiving  lump sum  distributions  may choose to receive
         cash  equal to the  value of their  interest  in all  accounts  or full
         shares of Asarco Common Stock equal to all or part of their interest in
         the Asarco Common Stock Fund plus cash equal to the remaining  value of
         their  interest  in all  Accounts.  In the  event  of  the  death  of a
         participant,  his or her  entire  interest  in the Plan will be paid to
         their designated beneficiary in either a single lump sum or annual cash
         installments not to exceed 10 years.

         Loans:

         The Plan provides for loans to  participants  who have  participated in
         the Plan for at least one year,  subject  to certain  limitations.  The
         maximum  loan allowed to each  participant  is limited to the lesser of
         50% of the  total  value  of the  participant's  accounts,  or  $50,000
         reduced  by  the  outstanding   balance  of  any  plan  loans  to  such
         participant.

         A  participant's  loan is  repayable  within a maximum of five years or
         immediately  upon  termination  of  employment.  Interest is  currently
         accrued at the prime rate,  which was in  existence on the first day of
         the month in which the loan was issued.  Loans are secured by a lien on
         the  participant's  interest  in the  Plan.  Loan  repayments  are made
         through  payroll  withholdings  from  the  participant's   earnings.  A
         participant may pre-pay a loan at any time without penalty.


2.  Significant Plan Amendments

         On August 26,1998 the Plan was amended,  effective  October 1, 1998, to
         increase  the  maximum  permissible  contribution  to 17%  from 12% for
         salaried employees.

         On November 25, 1997 the Plan was amended, effective January 1, 1998 to
         change the eligibility waiting period from six months of service to the
         first day of any month following  completion of 30 days of service;  to
         permit employees to change contribution rates on a monthly, rather than
         quarterly,  basis;  to  allow  employees  who  have  reached  age 64 to
         transfer  Company matching  contributions  from the Asarco Common Stock
         fund to other  investment  options  under the Plan; to add the Vanguard
         International  Growth Fund as an investment  option;  to permit express
         loans and automated  withdrawals;  and to increase,  in accordance with
         the Taxpayer  Relief Act of 1997,  the account  balance  threshold  for
         automatic cash-outs of terminating  employees from $3,500 to $5,000. In
         addition,  on July 30, 1997, the Plan was amended to recognize  service
         by new hires with  Southern  Peru Copper  Corporation  for  purposes of
         satisfying  eligibility  requirements,  and  to  make  other  technical
         changes to comply with changes in law.




                                      C52
<PAGE>


                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                    Notes to Financial Statements - Continued

3.  Summary of Significant Accounting Policies

       Valuation of Investments:

       The Plan's  investments  are stated at fair  value.  Units of  registered
       investment  companies are valued at quoted market prices which  represent
       the net asset  value of shares held by the Plan at  year-end.  The Asarco
       Common Stock Fund is valued at its year-end unit closing price (comprised
       of year-end  market price plus  uninvested  cash  position).  Participant
       loans are valued at cost which approximates fair value.


       Basis of Accounting:

       The  financial  statements  of the Plan are  prepared  under the  accrual
       method of accounting.

       Investment Transactions and Investment Income:

       Transactions are accounted for on a trade-date basis. Average cost is the
       basis  used  in  the  determination  of  gains  or  losses  on  sales  of
       securities.  Interest  income is accrued when earned.  Dividend income is
       recorded on the ex-dividend date. Capital gain distributions are included
       in dividend income.

       Net  appreciation   (depreciation)  in  the  fair  value  of  the  Plan's
       investments, as shown in the Statement of Changes in Net Assets Available
       for Benefits, consists of the realized gains or losses and the unrealized
       appreciation (depreciation) on those investments.

       Contributions:

       The  Company's  matching  contributions  are measured by reference to the
       participant contributions and are not discretionary.

       Loans to Participants:

       Loans to  participants  are  presented  in the  Statement  of Net  Assets
       Available for Plan Benefits as Plan assets.

       Benefit Payments:

       Benefit payments are recorded when paid.

       Plan Expenses:

       The Company pays all administrative expenses of the Plan including trust,
       recordkeeping,  consulting,  audit and legal fees,  with the exception of
       loan  administration  fees  which are  charged  to  participants.  Taxes,
       excluding  transfer taxes on shares of Asarco Common Stock distributed to
       participants  or their  beneficiaries,  and  investment  fees  related to
       Vanguard Funds are paid from the net assets of such funds.


                                      C53
<PAGE>


                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                    Notes to Financial Statements - Continued

       Use of Estimates:

       The  preparation  of financial  statements in conformity  with  generally
       accepted  accounting  principles  requires management to make significant
       estimates and assumptions  that affect the reported amounts of assets and
       liabilities and  disclosures of contingent  assets and liabilities at the
       date of the financial  statements and the reported amounts of revenue and
       expenses  during the reporting  period.  Actual results could differ from
       those estimates.

       Risks and Uncertainties:

       The Plan  provides  for  investment  options  in  various  mutual  funds.
       Investment  securities  are  exposed to various  risks,  such as interest
       rate, market and credit. Due to the level of risk associated with certain
       investment  securities and the level of uncertainty related to changes in
       the value of investment  securities,  it is at least reasonably  possible
       that  changes  in  risks  in  the  near  term  would  materially   affect
       participants'  account balances and the amounts reported in the Statement
       of Net Assets  Available for Benefits and the Statement of Changes in Net
       Assets  Available  for  Benefits.  Participants  are  advised  to  read a
       Vanguard  prospectus  or  the  Plan's  summary  plan  description  before
       investing in any fund.

4.  Investment Funds

       Vanguard is the investment  manager and participant  recordkeeper for all
       investment funds of the Plan.  Vanguard is also the trustee of all of the
       funds.

       Upon enrollment in the Plan throughout 1998,  participants directed their
       elected  contributions  to be  invested  in one or more of the  following
       funds in multiples of 5%:

     o    Vanguard  Index Trust 500  Portfolio  - A fund  invested in all of the
          stocks  included  in the  Standard & Poor's 500  Composite  Index (the
          "Index") in approximately the same proportions as they are represented
          in the  Index.  At  December  31,  1998 and 1997,  the  number of Plan
          participants  who held an  interest  in this fund was 1,322 and 1,413,
          respectively.

     o    Vanguard Money Market  Reserves Prime Portfolio - A fund invested in a
          portfolio of high quality money market  instruments with maturities of
          one year or less.  At December  31, 1998 and 1997,  the number of Plan
          participants  who held an  interest  in this  fund was 897 and  1,055,
          respectively.

     o    Vanguard  Short Term U.S.  Treasury  Bond  Portfolio - A fund invested
          primarily  in  short-term  U.S.  Treasury  securities  with an average
          maturity of two to three  years.  At December  31, 1998 and 1997,  the
          number of Plan  participants who held an interest in this fund was 484
          and 540, respectively.

     o    Vanguard Wellington Fund - A fund invested in bonds and common stocks.
          The bonds are held for  relative  stability  of income and  principal,
          while the common stocks are held for  potential  growth of capital and
          income. At December 31, 1998 and 1997, the number of Plan participants
          who held an interest in this fund was 849 and 903, respectively.


                                      C54
<PAGE>


                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                    Notes to Financial Statements - Continued

    o             Vanguard  Index  Extended  Market Fund - A fund which provides
                  investment  results that correspond to the aggregate price and
                  yield  performance  of the Wilshire  4500 Index.  The Wilshire
                  4500  Index   consists  of  over  4,500  U.S.   common  stocks
                  (primarily  medium and small  capitalization  stocks) that are
                  not  included  in the  Standard & Poor's 500  Composite  Stock
                  Price Index. At December 31, 1998 and 1997, the number of Plan
                  participants  who held an  interest  in this  fund was 435 and
                  470, respectively.

    o             Vanguard  U.S.  Growth Fund - A fund  invested  primarily in a
                  diversified  portfolio  of common  stocks  with  above-average
                  growth potential. At December 31, 1998 and 1997, the number of
                  Plan  participants  who held an  interest in this fund was 589
                  and 555, respectively.

    o             Vanguard Windsor II Fund - A fund invested in common stocks to
                  provide capital  appreciation and dividend income. At December
                  31, 1998 and 1997, the number of Plan participants who held an
                  interest in this fund was 954 and 1,014, respectively.

    o             Asarco Common Stock Fund - A fund that invests  exclusively in
                  ASARCO  Incorporated common stock with a small amount invested
                  in the Vanguard Money Market Reserves Prime Portfolio to allow
                  for timely  responsiveness to Plan  transactions.  At December
                  31, 1998 and 1997, the number of Plan participants who held an
                  interest in this fund was 1,914 and 2,105, respectively.

    o             Vanguard Bond Index Fund - A fund that holds a combination  of
                  securities  which,  taken  together,  are  expected to perform
                  similarly  to the Lehman  Brothers  Aggregate  Bond Index.  At
                  December  31, 1998 and 1997,  the number of Plan  participants
                  who  held  an   interest   in  this  fund  was  131  and  104,
                  respectively.

    o             Vanguard  International  Growth  Fund - This fund  invests  in
                  stocks of high quality,  seasonal  companies based outside the
                  United States.  It includes stocks with records of exceptional
                  growth  from  more than 15  countries  (including  Japan,  the
                  United Kingdom, the Netherlands,  Switzerland and Germany.) At
                  December  31, 1998 and 1997,  the number of plan  participants
                  who held an interest in this fund was 39 and 0 respectively.


The Plan also maintains the following fund:

    o             Loan Fund - A fund  designed to facilitate  the  recordkeeping
                  and other  administrative  functions relating to loans made to
                  participants  based on their  account  balances  (See Note 1).
                  These loans are recorded as receivables of the Plan.

                                      C55
<PAGE>


                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                    Notes to Financial Statements - Continued

Vanguard as recordkeeper  maintains  individual  account records reflecting each
participant's  net  interest in each fund of the Plan in which such  participant
invests.  Participant's  net interest in each fund of the Plan is represented by
units of participation. The following schedule shows the number of units and the
net asset value per unit in each fund:
<TABLE>
<CAPTION>

                                                     December 31, 1998                  December 31, 1997
                                                     -----------------                  -----------------
                                                                      Net Asset                          Net Asset
                                                       Number of        Value          Number of           Value
                                                       Units           Per Unit          Units            Per Unit

<S>                                                     <C>                <C>            <C>                 <C>

Asarco Common Stock Fund*                            2,782,722          $5.62          2,530,926            $8.38

Vanguard Index Trust
 500 Portfolio*                                       391,870         $113.95           440,254            $90.07

Vanguard International
  Growth Fund                                          11,987          $18.77               N/A               N/A

Vanguard Money Market Reserves Prime
  Portfolio*                                       17,831,043           $1.00      17,869,282               $1.00

Vanguard Short Term U.S. Treasury Bond
  Portfolio*                                           771,936         $10.37            732,259           $10.21

Vanguard Wellington Fund*                              421,577         $29.35            417,054           $29.45

Vanguard Windsor II Fund*                              499,540         $29.85            484,616           $28.62

Vanguard U.S. Growth Fund**                            216,296         $37.49            188,118           $28.70

Vanguard Index Extended
  Market Fund                                          130,441         $30.62            130,939           $30.75

Vanguard Bond Index Fund                               244,273         $10.27            167,917           $10.09

</TABLE>

*    Represents  5% or more of net  assets  available  for plan  benefits  as of
     December 31, 1998 and 1997

**   Represents  5% or more of net  assets  available  for plan  benefits  as of
     December 31, 1998


                                      C56
<PAGE>


                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                    Notes to Financial Statements - Continued

5.  Tax Status

       The Plan,  as amended  through  July 27,  1994,  has received a favorable
       determination  from the  Internal  Revenue  Service  ("IRS") that it is a
       qualified  plan and trust  under  Section  401(a) of the Code and,  thus,
       exempt from federal  income taxes under  provisions of Section  501(a) of
       the Code.  The Plan has been amended since  receiving  the  determination
       letter. However, the Plan's management believes that the Plan is designed
       and is  currently  being  operated  in  compliance  with  the  applicable
       requirements of the Code.

6.  Termination Priorities

       Although it has not expressed  any intent to do so, the Company  reserves
       the right to amend or discontinue  the Plan by action of the Board at any
       time. In the event of termination or partial termination of the Plan or a
       complete discontinuance of matching Company contributions under the Plan,
       each affected participant shall be 100% vested in all amounts credited to
       their account at the date of such termination,  partial  termination,  or
       complete discontinuance of matching Company contributions.

7.  Related Party Transactions

       The Plan  invests in shares of mutual  funds  managed by an  affiliate of
       Vanguard.  Vanguard acts as trustee for only those investments as defined
       by   the   Plan.    Transactions   in   such   investments   qualify   as
       party-in-interest  transactions  which  are  exempt  from the  prohibited
       transaction rules.


                                      C57
<PAGE>



                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                               Form 5500 Item 27a
                 Schedule of Assets Held for Investment Purposes
                              at December 31, 1998
<TABLE>
<CAPTION>


                                                            Cost or                 Market
     Identity of Issue or Borrower                          Book Value              Value
<S>                                                              <C>                 <C>
     Vanguard Index Trust 500 Portfolio                    $21,974,805           $44,653,571

     Asarco Common Stock Fund                               26,211,253            15,638,899

     Vanguard Money Market Reserves Prime Portfolio         17,831,043            17,831,043

     Vanguard Short Term U.S. Treasury Bond Portfolio        7,888,679             8,004,979

     Vanguard Wellington Fund                               10,704,304            12,373,283

     Vanguard Index Extended Market Fund                     3,281,368             3,994,095

     Vanguard U.S. Growth Fund                               5,385,277             8,108,922

     Vanguard Windsor II Fund                               11,793,336            14,911,264

     Vanguard Bond Index Fund                                2,456,557             2,508,679

     Vanguard International Growth Fund                        214,874               225,002

   Loan Fund
     Participants' Loans (interest rates range from 6%
                               to 9%)
                                                                     -             4,431,542
                                                           -----------           ------------

     TOTAL INVESTMENTS                                    $107,741,496          $132,681,279
                                                          ============          ============

</TABLE>









                                      C58
<PAGE>


                       Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries
<TABLE>
<CAPTION>

                               Form 5500 Line 27d
                       Schedule of Reportable Transactions
                      for the year ended December 31, 1998


                                 Purchase           Selling            Basis of        Net
  Description of Asset            Price              Price               Asset      Gain (Loss)
<S>                                   <C>              <C>                 <C>            <C>
Vanguard Index Trust
 500 Portfolio                   $10,016,644       $15,036,962        $10,630,214    $4,406,748

Vanguard Money Market
 Reserves Prime Portfolio        11,997,908        12,036,147         12,036,147          -

Vanguard Wellington Fund         3,651,906         3,600,870          2,900,566        700,304

Vanguard Windsor II              4,082,237          3,713,661          2,853,154        860,507

Asarco Common Stock Fund         8,067,993          6,476,632          7,060,825       (584,193)



</TABLE>


                                      C59
<PAGE>



                       CONSENT OF INDEPENDENT ACCOUNTANTS




         We  consent  to the  incorporation  by  reference  in the  Registration
Statements of ASARCO Incorporated on Form S-3 (File Nos. 33-45631,  33-55993 and
333-02359) and on Form S-8 (File Nos.  2-67732,  2-83782,  33-34606,  333-16875,
333-18083 and  333-46181) of our report dated June 28, 1999 on our audits of the
Statements  of Net Assets  Available  for Benefits of the Savings Plan of ASARCO
Incorporated  and  Participating  Subsidiaries as of December 31, 1998 and 1997,
the  Supplemental  Schedules as of December 31, 1998 and for the year then ended
and the  Statement of Changes in Net Assets  Available for Benefits for the year
ended December 31, 1998,  which report is included in this Annual Report on Form
11-K.


                                                  PricewaterhouseCoopers LLP




New York, New York
June 28, 1999




                                      C60