Effective November 17, 1999

                                                       Exhibit 3(i)(d)1

                  RESTATED ARTICLES OF INCORPORATION
                                  of
                       ENTERGY GULF STATES, INC.


                              ARTICLE I.

   The name of the Corporation is "ENTERGY GULF STATES, INC.".

                              ARTICLE II.

   The   purposes  for  which  the  Corporation  is  formed   are   the
generation, manufacture, transportation, distribution, supply and  sale
of  electric  current, light and power to the public;  the  production,
manufacture  and purchase of gas and the transportation,  distribution,
sale  and  supply  of  gas  to  the public; the  purchase,  generation,
manufacture, transportation, distribution and sale of steam; the  doing
of  all  such things as may be necessary or convenient in carrying  out
any and all of the foregoing purposes.

   The  foregoing shall be construed as objects, purposes  and  powers,
and it is hereby expressly provided that neither the foregoing specific
enumeration  nor anything in these Articles of Incorporation  contained
shall  be deemed to limit or exclude any power, right or privilege  not
permitted by the laws of the State of Texas, for the purposes for which
the Corporation is organized.

                             ARTICLE III.

   The  places  where  the  business  of  the  Corporation  is  to   be
transacted  are  in  Jefferson County, Texas, and elsewhere  within  or
without the State of Texas and its principal office is to be located in
the City of Beaumont, Jefferson County, State of Texas.

   The  post office address of the registered office of the Corporation
is  350  Pine  Street,  Beaumont, Texas, 77701  and  the  name  of  its
registered agent at such address is Jerry Wright.

                              ARTICLE IV.

   The period of duration of the Corporation is perpetual.

                              ARTICLE V.

   The  number of Directors of the Corporation shall not be  less  than
three  (3) and not more than the number fixed from time to time by  the
Bylaws  of the Corporation. The names and addresses of the persons  who
initially  served as Directors from the date of filing of the  original
Articles  of  Incorporation on August 25, 1925 until  their  successors
were  elected and qualified were: J. G. Holtzclaw and Y. D. Carroll  of
Beaumont,  Jefferson  County, Texas, and Palmer Hutcheson  of  Houston,
Harris County, Texas.

                              ARTICLE VI.

   A.   The total number of authorized shares of the capital stock of the
      Corporation shall be as follows:

            Class                       Par Value         Authorized
                                                            Shares
Preferred Stock -- $100 par value     $100                 6,000,000
Preferred Stock - without par value   Without par value   10,000,000
Preference Stock                      Without par value   20,000,000
Common Stock                          Without par value  200,000,000

     References in these Articles of Incorporation to "Preferred Stock"
shall refer to both classes of Preferred Stock except where otherwise
indicated.

   B.  The Corporation has received for shares issued consideration in
excess  of  $1,000 consisting of money paid, labor done,  or  property
actually received.

   C.  Subject  to  limitations in the Articles of Incorporation,  any
shares of stock of the Corporation now and hereafter authorized may be
issued and disposed of by the Board of Directors of the Corporation at
any  time or from time to time for such consideration in the  form  of
money  paid, labor done, or property actually received as may be fixed
at  any time or from time to time by the Board of Directors, provided,
that  as to any of such shares with par value the consideration so  to
be  received  shall  not  be  less than the  par  value  thereof;  and
authority  so  to  fix  such consideration is hereby  granted  by  the
stockholders  to  the Board of Directors; and any and  all  shares  so
issued and disposed of shall be fully paid and nonassessable.

   D.  The aggregate number of shares which the Corporation shall have
authority to issue may be increased or decreased at any time or  times
in  any manner then prescribed or permitted by existing laws of Texas,
subject,   however,   to   the  provisions  of   these   Articles   of
Incorporation.

   E.  The  descriptions of the different classes of capital stock  of
the  Corporation  and the preferences, designations, relative  rights,
privileges  and  powers  of,  and  the  restrictions,  limitations  or
qualifications on, said classes of stock are as follows:

                           PREFERRED STOCK.

   1.  Series and Limits of Variations Between Series of the Preferred
Stock. Subject to the provisions of this Article VI setting forth  the
provisions  of  the  established series of Preferred  Stock--$100  Par
Value (which said provisions, however, shall not continue effective as
to  any  shares which are redeemed or repurchased and restored to  the
status of authorized but unissued shares of such class), each class of
Preferred Stock may be issued in one series or divided into and issued
in  more than one series from time to time as herein provided.  Series
shall  be established by the Board of Directors. The authorized number
of  shares  of  any such series, the designation of such  series,  the
relative   rights   and  preferences  thereof  and   the   terms   and
characteristics thereof (in those respects in which the shares of  one
series  may  vary from the shares of other series as herein  provided)
shall  be  fixed  and  determined at any time prior  to  the  issuance
thereof by resolution or resolutions of the Board of Directors of  the
Corporation.  All  shares  of each series  shall  be  alike  in  every
particular. Preferred Stock of all series within each class  shall  be
of  equal rank and shall be identical in all respects, except  in  the
following particulars:

        (a)   The  designation  of  such  series,  which  may  be   by
     distinguishing number, letter or title;

        (b)  The  rate at which dividends are to accrue on the  shares
     of  such  series, hereinafter referred to as the "fixed  dividend
     rate";

        (c)  The  terms  and conditions on which the  shares  of  such
     series  may be redeemed and the amount payable in respect of  the
     shares  of such series in case of the redemption thereof  at  the
     option  of the Corporation, the amount so fixed being hereinafter
     referred  to  as  the "fixed redemption price",  and  the  amount
     payable  in respect of the shares of such series in case  of  the
     redemption  thereof for any sinking fund for such  series,  which
     amounts  in  respect  of  any series  may,  but  need  not,  vary
     according to the time or circumstances of such action;

        (d)  The  amount  payable in respect of  the  shares  of  such
     series in case of liquidation, dissolution, or winding up of  the
     Corporation,  or  reduction  or decrease  of  its  capital  stock
     resulting  in  any  distribution of  its  assets  to  its  Common
     Stockholders, the amount so fixed being hereinafter  referred  to
     as the "fixed liquidation price", and the amount payable, if any,
     in  addition  to the fixed liquidation price for each  series  in
     case  such  liquidation, dissolution, winding  up,  reduction  or
     decrease  be  voluntary,  the amount so fixed  being  hereinafter
     referred to as the "fixed liquidation premium", which amounts  in
     respect  of any series may, but need not, vary according  to  the
     time or circumstances of such action;

        (e)  Any  requirement as to any sinking fund or purchase  fund
     for,  or  the  redemption, purchase or other  retirement  by  the
     Corporation of, the shares of such series;

         (f)  The  right, if any, to convert the shares of such  series
    into shares of any other series of such class of Preferred Stock or
    into shares of any other class of stock of the Corporation and  the
    rate or basis, time, manner, terms and conditions of conversion  or
    the method by which the same shall be determined; and

        (g)  With  respect  to series of Preferred  Stock--without  par
    value, and only such class, the voting rights of the shares of such
    series;  provided that the vote per share fixed for the  shares  of
    any  series  of such class on such issues as to which it  is  given
    voting rights by these Articles of Incorporation or by law may  not
    exceed one one-hundredth of a vote per dollar of consideration  per
    share fixed by the Board of Directors for such shares upon original
    issuance  of such series which shall constitute the stated  capital
    value  of such share. Each share of Preferred Stock--$100 Par Value
    shall  have  one vote per share on such issues as to  which  it  is
    given voting rights by these Articles of Incorporation or by law.

    2.  Dividends  on  the Preferred Stock. Out of the  assets  of  the
Corporation  available for dividends, the holders  of  each  series  of
Preferred  Stock at the time outstanding shall be entitled to  receive,
if  and  when declared payable by the Board of Directors, dividends  in
lawful money of the United States of America at, but not exceeding, the
fixed  dividend  rate for the particular series, payable  quarterly  on
March  15,  June 15, September 15 and December 15 in each year,  before
any  dividends (other than a dividend payable in Common  Stock  of  the
Corporation) shall be paid upon or set apart for the Common Stock;  and
such  dividends on each series of Preferred Stock shall be  cumulative,
so  that, if in any past dividend period or periods full dividends upon
each  series of outstanding Preferred Stock at the fixed dividend  rate
or  rates  therefor  shall not have been paid, the deficiency  (without
interest)  shall be paid or declared and set apart for  payment  before
any  dividends  shall be paid upon or set apart for the  Common  Stock.
Dividends  on  all  shares of Preferred Stock of each  series  of  both
classes, other than the shares of the $4.40 Dividend Preferred  Stock--
$100  Par  Value (issued in 1944) and $4.50 Dividend Preferred  Stock--
$100  Par  Value  (issued in 1947), shall commence  to  accrue  and  be
cumulative  from the dividend date for such series next  preceding  the
date  of issue of the initial shares of such series, or from said  date
of  issue, if that be a dividend date; but in the event of the issue of
additional shares of Preferred Stock of any series, subsequent  to  the
date  of the initial issue of shares of such series, all dividends paid
on Preferred Stock of such series prior to the issue of such additional
shares, and all dividends declared payable to the holders of record  of
Preferred Stock of such series at a date prior to such issue, shall  be
deemed to have been paid in respect of the additional shares so issued,
and in the event any shares of Preferred Stock of any series are issued
on  any  date  other  than a dividend date, any dividends  accrued  and
cumulated  from the dividend date next preceding the date of  issue  to
the date of issue shall be deemed for all purposes to have been paid in
respect  of all such shares so issued and the dividend payable  thereon
on  the next dividend date shall be reduced by the amount so deemed  to
have been paid. Any dividends declared or paid on Preferred Stock in an
amount  less than full cumulative dividends accrued or in arrears  upon
all  Preferred  Stock outstanding shall, if more  than  one  series  be
outstanding, be divided among the different series in both classes then
outstanding  in  proportion to the aggregate  amounts  which  would  be
distributable  to  Preferred Stock of each series  if  full  cumulative
dividends were declared and paid thereon.

    3.  Preference of Preferred Stock on Liquidation, etc. In the event
of  any liquidation, dissolution, or winding up of the Corporation,  or
reduction  or decrease of its capital stock resulting in a distribution
of assets to its Common Stockholders other than by way of dividends out
of  the  net  profits  or out of the surplus of  the  Corporation,  the
holders  of  Preferred  Stock  of each  series  in  both  classes  then
outstanding  shall be entitled to receive, for each share thereof,  the
fixed   liquidation  price  for  such  series,  plus,  in   case   such
liquidation, dissolution, winding up, reduction or decrease shall  have
been  voluntary, the fixed liquidation premium for such series, if any,
together in all cases with all dividends accrued or in arrears thereon,
before  any distribution of the assets shall be made to the holders  of
the  Common Stock; but the holders of Preferred Stock shall be entitled
to  no  further  participation in such distribution. If upon  any  such
liquidation, dissolution, winding up, reduction or decrease, the assets
distributable   among  the  holders  of  Preferred   Stock   shall   be
insufficient  to  permit the payment of the full  preferential  amounts
aforesaid,  then the entire assets of the Corporation to be distributed
shall  be distributed among the holders of each series in both  classes
of  Preferred Stock then outstanding, ratably in proportion to the full
preferential amounts to which they are respectively entitled.  As  used
in this Article the expression "dividends accrued or in arrears" means,
in  respect of each share of Preferred Stock of any series, that amount
which shall be equal to simple interest upon the par or stated value at
an annual rate equal to the percentage that the fixed dividend rate for
such  series  is of the par or stated value, from the date  from  which
cumulative dividends thereon commence to accrue to the date as of which
the  computation  is  to  be made, less the aggregate  amount  (without
interest thereon) of all dividends theretofore paid (or deemed to  have
been paid) or declared and set aside for payment in respect thereof.  A
consolidation  or  merger of the Corporation, a  sale  or  transfer  of
substantially  all of its assets as an entirety, or the  repurchase  or
redemption  of  Preferred Stock in accordance with  the  provisions  of
Paragraph  4 below, or the purchase of Common Stock in accordance  with
the  provisions of Paragraph 14 below, whether or not the Preferred  or
Common Stock so redeemed or repurchased shall be retired, shall not  be
regarded  as  a  "liquidation,  dissolution,  or  winding  up  of   the
Corporation, or reduction or decrease of its capital stock resulting in
a  distribution of assets to its Common Stockholders other than by  way
of  dividends  out  of the net profits or out of  the  surplus  of  the
Corporation" within the meaning of this Paragraph 3.

    4.  Redemption  and Repurchase of Preferred Stock. The  Corporation
may, at its option expressed by vote of its Board of Directors, at  any
time  or  from time to time, redeem the whole or any part of either  or
both  classes of Preferred Stock or of any series thereof at the  fixed
redemption  price  for such series, together with  the  amount  of  any
dividends accrued or in arrears thereon to the date of such redemption.
Notice  of  any  proposed redemption of any series of  Preferred  Stock
shall  be given by publication at least once in a newspaper printed  in
the English language and customarily published on each business day and
of general circulation in each of the City of Beaumont, State of Texas,
and  the  Borough  of  Manhattan, City  and  State  of  New  York,  the
publication in each such newspaper to be at least 30 days, and not more
than  60 days, prior to the date fixed for such redemption. As a matter
of courtesy, but not a matter of right, the Corporation may mail a copy
of  such  notice to the holders of record of each series  of  Preferred
Stock  to be redeemed, at their respective addresses then appearing  on
the  books of the Corporation, to the extent that they may lawfully  do
so; but neither failure to mail such copy nor any defect therein or  in
the  mailing  thereof shall affect the validity of the proceedings  for
the redemption of any shares of each series of Preferred Stock so to be
redeemed. Any such redemption of any series of Preferred Stock shall be
in  such amount, at such places and by such method, whether by  lot  or
pro rata, as shall from time to time be determined by vote of its Board
of  Directors. From and after the date fixed in any such notice as  the
date of redemption, unless default shall be made by the Corporation  in
providing  funds sufficient for such redemption at or before  the  time
and  at  the place specified for the payment thereof pursuant  to  said
notice,  all dividends on the shares called for redemption shall  cease
to accrue; and from and after the date so fixed, unless default be made
as  aforesaid, or from and after the date of the earlier deposit by the
Corporation in trust, with a bank or trust company having an  aggregate
capital  and surplus of at least $5,000,000 and doing business  in  the
Borough  of  Manhattan, City and State of New York, or in the  City  of
Boston,  Commonwealth of Massachusetts, of funds  sufficient  for  such
redemption  (a  statement of the intention so to  deposit  having  been
included  in  said notice) all rights of the holders of the  shares  so
called  for redemption as stockholders of the Corporation, except  only
the  right to receive, without interest, when due the redemption  funds
to  which  they are entitled, shall cease and determine. Any  funds  so
deposited which shall remain unclaimed by the holders of such Preferred
Stock  at  the end of six (6) years after the redemption date, together
with  any interest thereon that shall have been allowed by the bank  or
trust  company  with which the deposit shall have been made,  shall  be
paid  by  it to the Corporation to be held by the Corporation for  such
holders.  The Corporation may also from time to time repurchase  shares
of its Preferred Stock at not exceeding the price at which the same may
be  redeemed.  Shares of Preferred Stock of either  class  redeemed  or
repurchased  by  the Corporation shall be restored  to  the  status  of
authorized but unissued shares of such class of Preferred Stock without
designation  thereof and may from time to time be reissued as  provided
in Paragraph 1 of this Article VI.

    5.  Restrictions  on Certain Corporation Action.  So  long  as  any
shares  of  any  series of such class of Preferred Stock  shall  remain
outstanding, the Corporation shall not, without the affirmative vote of
the  holders of two-thirds of the total number of shares of such  class
of  Preferred  Stock then outstanding, at a meeting of  such  class  of
Preferred Stockholders called for the purposes of approving such action
(but upon such vote, and any requisite vote at a meeting of the holders
of  all classes of stock then outstanding having the privilege to  vote
to authorize the Board of Directors to take such action, may):

         (a)  Authorize or issue any stock ranking prior to such  class
     of  Preferred Stock in respect of dividends or assets (such  stock
     being  hereinafter  in  this Paragraph 5 referred  to  as  "Senior
     Stock")  or authorize or issue any stock ranking on a parity  with
     such  class  of Preferred Stock (but not including any  series  or
     stock  of  Preferred  Stock--$100 Par Value or  Preferred  Stock--
     without  par value) in respect of dividends or assets (such  stock
     ranking  on a parity with but excluding Preferred Stock--$100  Par
     Value and Preferred Stock-- without par value being hereinafter in
     this  Paragraph 5 referred to as "Parity Stock"), except  (i)  the
     issue  of  Senior  Stock  or  Parity  Stock  upon  conversion   of
     obligations  or securities convertible into, or upon  exercise  of
     warrants,  rights or options to purchase or subscribe  to,  Senior
     Stock  or Parity Stock which has been authorized pursuant  to  (b)
     below,  and  (ii) the issue of any stock of any series  of  either
     class  of Preferred Stock up to the number of shares of such class
     then authorized hereunder, which issuance may be done by the Board
     of  Directors  as  provided  in these Articles  of  Incorporation,
     without any vote by holders of shares of either class of Preferred
     Stock  except as may be required by the provisions of  clause  (f)
     below;

          (b) Authorize or issue any obligation or security convertible
     into,  or any warrants, rights or options to purchase or subscribe
     to, shares of Senior Stock or Parity Stock;

          (c)   Reduce  the  amount  of  capital  represented  by   the
     outstanding  Preferred  Stock  of  such  class;  or  reduce  below
     $11,101,124 the aggregate amount of capital represented by  Common
     Stock, except in a case where any State or Federal regulatory body
     having   jurisdiction  shall  have  required  or   permitted   the
     Corporation to reduce the book value of any of its assets and,  in
     connection therewith, the amount of capital represented by  Common
     Stock  shall  be reduced by an amount or amounts not exceeding  in
     the  aggregate  the  amount of such reduction  in  book  value  of
     assets;  provided, however, that nothing herein shall require  any
     such vote of the holders of either class of Preferred Stock if the
     reduction of capital shall be in connection with the retirement of
     shares  of either class of Preferred Stock repurchased or redeemed
     in accordance with the provisions of this Article VI and shall not
     be  in  excess  of the capital represented by the  repurchased  or
     redeemed shares; references to "capital" in this clause (c)  being
     references to stated capital as defined by law; or

          (d)  Alter, amend, or repeal the provisions relating to  such
     class  of  Preferred Stock so as to affect adversely  any  of  the
     preferences or other rights of such class of Preferred Stock.

   So  long  as  any shares of any series of either class of  Preferred
Stock shall remain outstanding, the Corporation shall not:

          (e) Authorize or issue any obligation or security convertible
     into,  or any warrants, rights or options to purchase or subscribe
     to shares of any series of Preferred Stock or authorize any shares
     of  Preferred  Stock in excess of such amount as shall  have  been
     permitted from time to time by the affirmative vote, at a  meeting
     called for such purpose, of the holders of shares of each class of
     Preferred  Stock then outstanding having a majority of  the  votes
     entitled  to  be cast, at which meeting the holders of  shares  of
     each  such  class of Preferred Stock then outstanding having  one-
     third  or  more  of the votes entitled to be cast shall  not  have
     voted against such permission; or

          (f)  Issue  any  shares  of Preferred  Stock,  including  any
     shares  which  have  been  redeemed  or  repurchased  and  thereby
     restored  to the status of authorized but unissued shares,  within
     the  number  of  shares  permitted by action  of  the  holders  of
     Preferred  Stock  pursuant  to  clause  (e)  above  (except   upon
     conversion of obligations or securities convertible into, or  upon
     exercise  of warrants, rights or options to purchase or  subscribe
     to,  Preferred Stock), unless one of the two following  conditions
     shall have been satisfied, namely, that:

              (i)  The  specific  issue, sale or  disposition  proposed
          shall  have  been  approved by the  affirmative  vote,  at  a
          meeting called for such purpose, of the holders of each class
          of  Preferred Stock then outstanding having a majority of the
          votes  entitled to be cast, at which meeting the  holders  of
          shares of each such class of Preferred Stock then outstanding
          having  one-third or more of the votes entitled  to  be  cast
          shall not have voted against such action; or

             (ii)  For  a  period  of 12 consecutive  calendar  months
          within  the  15  calendar months immediately  preceding  the
          issuance  of  such additional shares or the contracting  for
          the  issuance  and sale thereof, (1) the net income  of  the
          Corporation   available  for  dividends  as  determined   in
          accordance with sound accounting practice is at least  2-1/2
          times  the  annual  dividend requirements on  all  Preferred
          Stock  of  all series in both classes, all Parity Stock  and
          all  Senior  Stock to be outstanding immediately  after  the
          issuance  of such additional shares; and (2) the balance  of
          earnings  of  the  Corporation available  (after  taxes  and
          depreciation)  for interest, amortization and  dividends  as
          determined  in accordance with sound accounting practice  is
          at  least  1-1/2 times the aggregate of the annual  interest
          requirements   on   its  indebtedness  to   be   outstanding
          immediately  after  the proposed issue  of  such  additional
          shares  and  the annual dividend requirements on all  Senior
          Stock, all Parity Stock and Preferred Stock of all series in
          both  classes  to  be  outstanding  immediately  after   the
          proposed   issue  of  such  additional  shares.  Where   the
          Corporation  shall  have acquired any  property  during  the
          period  of  the computation of such earnings  or  where  the
          proceeds of the sale of the shares to be issued are proposed
          to  be  applied  to  the purchase of any property,  the  net
          income or losses from such property for the whole period  of
          the computation shall be included or reflected therein.

   So  long  as any shares of any series of either class of  Preferred
Stock shall remain outstanding, the Corporation shall not, without the
affirmative vote, at a meeting called for such purpose, of the holders
of  shares of each class of Preferred Stock then outstanding having  a
majority of the votes entitled to be cast (but, upon such vote and any
requisite  vote of the holders of the shares of the Common Stock  then
outstanding, may):

   (g)  Merge  or consolidate the Corporation with or into  any  other
corporation,  or  sell  substantially  all  of  the  assets   of   the
Corporation,  unless  such merger or consolidation  or  sale,  or  the
issuance  and assumption of all securities to be issued or assumed  in
connection  with any such merger or consolidation or sale, shall  have
been  ordered, approved, or permitted by the Securities  and  Exchange
Commission under the Public Utility Holding Company Act of 1935, or by
any  successor commission or other regulatory authority of the  United
States  or  of  any State or governmental subdivision  thereof  having
jurisdiction  in  the  premises, after specific application  or  other
formal  presentation; but the provisions of this Clause (g) shall  not
apply  to  an acquisition by the Corporate or franchises or assets  in
any manner which does not involve a merger or consolidation.

   Notwithstanding  anything  elsewhere in  this  Article  VI,  if  in
connection with the accomplishment of any matter whatever provision is
to  be made for the redemption or retirement of all of Preferred Stock
of any series of either class at the time outstanding, nothing in this
Article  VI  shall be construed to confer on the holders of  Preferred
Stock of such series any power or right to vote in respect of any such
matter,  and the holders of Preferred Stock of such series  shall  not
have  any power or right to vote in respect of any such matter  except
where,  and to the extent that, a right to vote which cannot be waived
by  the  terms hereof is conferred by the then existing  laws  of  the
State of Texas.

   6.  Voting  Rights. The holders of shares of Preferred  Stock  shall
not  possess  voting power for any purpose other than those  for  which
voting power is conferred by Paragraph 5 of this Article VI and by this
Paragraph 6. In addition to the voting powers expressly conferred  upon
Preferred Stock by the provisions of Paragraph 5 of this Article VI and
in  addition  to voting rights granted to Preferred Stock in  statutory
proceedings as to which their vote may be mandatorily required  by  the
then  existing  laws of the State of Texas, in case  at  any  time  the
Corporation shall fail to declare and pay or set aside for  payment  in
full  any quarterly dividend on any series of either class of Preferred
Stock  and  shall  not  on  or before the fourth  succeeding  quarterly
dividend payment date declare and pay or set aside for payment in  full
said  dividend  in arrears and also all dividends which  shall  in  the
meantime  have  become  due  and payable  on  all  of  the  outstanding
Preferred  Stock of both classes, such holders of all  series  of  both
classes  of Preferred Stock shall thereupon have and continue  to  have
the  right,  voting together as a combined class for  such  purpose  by
plurality  vote,  with  each share of Preferred Stock--$100  Par  Value
having  for purposes of the combined class votes provided for  in  this
Paragraph  6  one  vote per share and each share of  Preferred  Stock--
without par value having for such purpose the vote per share fixed  for
such  share  pursuant to Paragraph l(g) above, to  elect  the  smallest
number  of  Directors  of  the Corporation necessary  to  constitute  a
majority  of the members of the Board of Directors, until all dividends
accrued and payable on both classes of Preferred Stock shall have  been
fully paid; and, during the continuance of such right of the holders of
all series of both classes of Preferred Stock to elect such majority of
the  Board of Directors, the holders of the Common Stock shall have the
right,  voting  as a class, by plurality vote, to elect  the  remaining
members  of the Board of Directors. The terms of office of all  persons
who may be Directors of the Corporation at any time when such right  to
elect  such  majority  of the Board of Directors shall  accrue  to  the
holders  of  both classes of Preferred Stock shall terminate  upon  the
election  of  their successors; and such election  may  be  held  at  a
special  meeting of all stockholders of the Corporation which shall  be
convened  at  any  time  after the accrual of such  right  upon  notice
similar  to that provided in the Bylaws of the Corporation for  calling
the  annual  meeting of the stockholders, at the request in writing  of
the  holders of record of at least 2% of the number of shares  of  both
classes  of Preferred Stock then outstanding. In default of the calling
of said meeting by a proper officer of the Corporation within five days
after  the making of such request, such meeting may be called  on  like
notice by any holder of record of either class of Preferred Stock,  for
which  purpose any such holder of Preferred Stock shall have the  right
to  have  access to the stock books of the Corporation. If such special
meeting be not called prior to the next annual meeting, the holders  of
both classes of Preferred Stock as one combined class for such purpose,
and  the  holders  of  the  Common Stock  as  a  second  class,  shall,
respectively, elect such majority and such minority of the  members  of
the  Board  of  Directors as aforesaid, at such annual meeting,  unless
previously  thereto  all such dividend defaults shall  have  been  made
good. At all meetings of stockholders held, for the purpose of electing
Directors,  during  the period Preferred Stockholders  shall  have  the
right to elect a majority of the members of the Board of Directors, the
holders of shares having a majority of the votes entitled to be cast by
the then issued and outstanding Preferred Stock as a combined class and
of  the  Common  Stock as a class shall constitute a  quorum  of  those
classes, respectively, for the purposes of such meetings and lack of  a
quorum  as  to  either of such classes at any such  meeting  shall  not
interfere  with  the  holding  of such  meeting  and  the  election  of
Directors by the class having a quorum present; provided that  in  such
election  the  specific Directors to be succeeded shall be  designated.
Upon  the termination at any time of such right of the holders of  both
classes  of  Preferred Stock to elect such majority  of  the  Board  of
Directors, the term of office of all Directors elected by vote  of  the
holders  of  both  classes of Preferred Stock as a combined  class  (or
elected  to fill a vacancy which might have been so filled)  shall  end
upon  the  election  and qualification of their  successors;  and  such
election  may be held at a special meeting of holders of Common  Stock,
convened  on  like notice at the request in writing of the  holders  of
record  of  at  least 2% of the total number of shares of Common  Stock
then  outstanding, or, if such special meeting is not called  prior  to
the  next  annual meeting, at such annual meeting. In  default  of  the
calling  of said meeting by a proper officer of the Corporation  within
five  days after the making of such request, such meeting may be called
on  like  notice  by any holder of record of the Common  Stock  of  the
Corporation,  for which purpose any such holder of Common  Stock  shall
have  the  right to have access to the stock books of the  Corporation.
Whenever,  by  reason  of  the resignation, death  or  removal  of  any
Director  or  Directors or any increase in the number of Directors,  at
any  time  while the holders of Preferred Stock are entitled  to  elect
such  majority  of the Board of Directors as aforesaid, the  number  of
Directors in office who have been elected by either the holders of both
classes  of Preferred Stock as a combined class or the holders  of  the
Common Stock as a class shall become less than the total number subject
to  election  by such respective classes, the vacancy or  vacancies  so
resulting may be filled by plurality vote of such respective classes of
stockholders at a meeting thereof called for the purpose,  or,  pending
such action, by the affirmative vote of a majority of the Directors  at
the  time  in  office who were elected by the vote  of  such  class  of
stockholders, although such Directors shall be less than  a  quorum  of
the Board of Directors, at a meeting called by any such Director in the
manner  provided in the Bylaws for the calling of special  meetings  of
the Board of Directors. During the continuance of such voting rights, a
Director  elected by holders of both classes of Preferred  Stock  as  a
combined  class or the Common Stock as a class (or elected  to  fill  a
vacancy which might have been so filled) shall be subject to removal by
majority vote of both classes of Preferred Stock or of the Common Stock
at  the  time outstanding, as appropriate, at a special meeting  called
for  the  purpose, but not otherwise. A special meeting of stockholders
to fill a vacancy or to remove a Director as last above provided may be
called  at  any  time  by the holder or holders  of  record  of  shares
entitled  to  cast  at least 5% of the votes of the class  or  combined
classes  of stock entitled to vote thereat or in such other  manner  as
may be provided for in the Bylaws. The term of office of any officer of
the Corporation shall terminate upon the election and qualification  of
his  successor;  and such election may be held at any  meeting  of  the
Board  of Directors following any special meeting of stockholders  held
upon the accrual or termination of the voting rights of the holders  of
the Preferred Stock to elect such majority of the Board of Directors so
that new Directors elected at any such meeting of stockholders shall be
empowered  to choose new officers of the Corporation or any thereof  in
their discretion.

                 DIFFERENT SERIES OF PREFERRED STOCK.

   7.  $4.40 Dividend Preferred Stock -- $100 Par Value. 120,000 shares
of  the authorized stock classified as Preferred Stock--$100 Par  Value
as  provided  in  Paragraph A of this Article VI shall  constitute  the
first  series of Preferred Stock--$100 Par Value and are designated  as
"$4.40  Dividend Preferred Stock--$100 Par Value"; the  fixed  dividend
rate on the shares of such series is $4.40 per share per annum and such
dividends are cumulative from the date of the initial issuance  of  any
shares  of  such series, with the first dividend payable  December  15,
1944 in respect of the period from the date of the initial issuance  of
any  shares  of  such  series  to said December  15,  1944;  the  fixed
redemption  price on the shares of such series is $111 per share  prior
to October 1, 1949, $109.50 per share on October 1, 1949 and thereafter
prior  to  October 1, 1954, and $108 per share on October 1,  1954  and
thereafter; the fixed liquidation price on the shares of such series is
$100 per share; and the fixed liquidation premium on the shares of such
series  is $11 per share prior to October 1, 1949, $9.50 per  share  on
October  1,  1949 and thereafter prior to October 1, 1954, and  $8  per
share  on  October 1, 1954 and thereafter. The $4.40 Dividend Preferred
Stock--$100 Par Value has no exchange or conversion rights.

   7a.  $4.50 Dividend Preferred Stock -- $100 Par Value. 50,000 shares
of  the authorized stock classified as Preferred Stock--$100 Par  Value
as  provided  in  Paragraph A of this Article VI shall  constitute  the
second series of Preferred Stock--$100 Par Value and are designated  as
"$4.50  Dividend Preferred Stock--$100 Par Value"; the  fixed  dividend
rate on the shares of such series is $4.50 per share per annum and such
dividends are cumulative from the date of the original issuance of such
series,  with the first dividend payable in respect to the period  from
the date of the original issuance of such series to March 15, 1948; the
fixed  redemption price on the shares of such series is $105 per share;
the  fixed liquidation price on the shares of such series is  $100  per
share;  and the fixed liquidation premium on the shares of such  series
is $5 per share. The $4.50 Dividend Preferred Stock--$100 Par Value has
no exchange or conversion rights.

   7b.  $4.40 Dividend Preferred Stock, 1949 Series -- $100 Par  Value.
60,000  shares of the authorized stock classified as Preferred  Stock--
$100  Par  Value  as provided in Paragraph A of this Article  VI  shall
constitute the third series of Preferred Stock--$100 Par Value and  are
designated  as  "$4.40 Dividend Preferred Stock, 1949 Series--$100  Par
Value";  the fixed dividend rate on the shares of such series is  $4.40
per  share  per annum and such dividends are cumulative from  September
15,  1949, with the first dividend payable December 15, 1949; the fixed
redemption  price on the shares of such series is $105 per share  prior
to  September  15,  1954,  $104 per share on  September  15,  1954  and
thereafter prior to September 15, 1959, and $103 per share on September
15,  1959 and thereafter; the fixed liquidation price on the shares  of
such series is $100 per share; and the fixed liquidation premium on the
shares  of such series is $5 per share prior to September 15, 1954,  $4
per  share on September 15, 1954 and thereafter prior to September  15,
1959,  and $3 per share on September 15, 1959 and thereafter. The $4.40
Dividend  Preferred Stock, 1949 Series--$100 Par Value has no  exchange
or conversion rights.

   7c.  $4.20 Dividend Preferred Stock -- $100 Par Value. 70,000 shares
of  the authorized stock classified, as Preferred Stock--$100 Par Value
as  provided  in  Paragraph A of this Article VI shall  constitute  the
fourth series of Preferred Stock--$100 Par Value and are designated  as
"$4.20  Dividend Preferred Stock--$100 Par Value"; the  fixed  dividend
rate on the shares of such series is $4.20 per share per annum and such
dividends  are  cumulative  from September 15,  1950,  with  the  first
dividend payable December 15, 1950; the fixed redemption price  on  the
shares  of such series is $104.818 per share prior to October 1,  1955,
$103.818  per share on October 1, 1955 and thereafter prior to  October
1,  1960, and $102.818 per share on October 1, 1960 and thereafter; the
fixed liquidation price on the shares of such series is $100 per share;
and  the  fixed  liquidation premium on the shares of  such  series  is
$4.818  per share prior to October 1, 1955, $3.818 per share on October
1,  1955 and thereafter prior to October 1, 1960, and $2.818 per  share
on October 1, 1960 and thereafter. The $4.20 Dividend Preferred Stock--
S100 Par Value has no exchange or conversion rights.

   7d.  $4.44 Dividend Preferred Stock -- $100 Par Value. 50,000 shares
of  the authorized stock classified as Preferred Stock--$100 Par  Value
as  provided  in  Paragraph A of this Article VI shall  constitute  the
fifth  series of Preferred Stock--$100 Par Value and are designated  as
"$4.44  Dividend Preferred Stock--$100 Par Value"; the  fixed  dividend
rate on the shares of such series is $4.44 per share per annum and such
dividends  are  cumulative from June 15, 1952, with the first  dividend
payable September 15, 1952; the fixed redemption price on the shares of
such  series  is $105.75 per share prior to July 1, 1957,  $104.75  per
share  on  July  1,  1957, and thereafter prior to July  1,  1962,  and
$103.75 per share on July 1, 1962 and thereafter; the fixed liquidation
price  on  the shares of such series is $100 per share; and  the  fixed
liquidation  premium on the shares of such series is  $5.75  per  share
prior  to  July 1, 1957, $4.75 per share on July 1, 1957 and thereafter
prior  to  July  1,  1962, and $3.75 per share  on  July  1,  1962  and
thereafter. The $4.44 Dividend Preferred Stock--$100 Par Value  has  no
exchange or conversion rights.

   7e.  $5.00 Dividend Preferred Stock -- $100 Par Value. 75,000 shares
of  the authorized stock classified as Preferred Stock--$100 Par  Value
as  provided  in  Paragraph A of this Article VI shall  constitute  the
sixth  series  of Preferred Stock--$100 Par Value declared  designated:
"$500  Dividend  Preferred Stock--$100 Par Value"; the  fixed  dividend
rate on the shares of such series is $5.00 per share per annum and such
dividends  are  cumulative  from December  15,  1957,  with  the  first
dividend  payable  March 15, 1958; the fixed redemption  price  on  the
shares  of such series is $108.25 per share prior to February 1,  1963,
$106.25  per share on February 1, 1963 and thereafter prior to February
1,  1968, and $104.25 per share on February 1, 1968 and thereafter; the
fixed liquidation price on the shares of such series is $100 per share;
and the fixed liquidation premium on the shares of such series is $8.25
per  share  prior to February 1, 1963, $6.25 per share on  February  1,
1963  and thereafter prior to February 1, 1968, and $4.25 per share  on
February  1, 1968 and thereafter. The $5.00 Dividend Preferred  Stock--
$100 Par Value has no exchange or conversion rights.

    7f.  $5.08  Dividend  Preferred Stock -- $100  Par  Value.  100,000
shares of the authorized stock classified as Preferred Stock--$100  Par
Value  as  provided in Paragraph A of this Article VI shall  constitute
the   seventh  series  of  Preferred  Stock--$100  Par  Value  and  are
designated  as  "$5.08 Dividend Preferred Stock--$100 Par  Value";  the
fixed dividend rate on the shares of such series is $5.08 per share per
annum  and  such dividends are cumulative from December 15, 1958,  with
the  first dividend payable March 15, 1959; the fixed redemption  price
on  the shares of such series is $108.63 per share if redeemed prior to
January  1, 1964; $106.63 per share if redeemed on January 1,  1964  or
thereafter and prior to January 1, 1969; $104.63 per share if  redeemed
on  January 1, 1969 or thereafter. The fixed liquidation price for  the
shares  of  such  series is $100 per share; and the  fixed  liquidation
premium  on  the  shares of such series is $8.63  per  share  prior  to
January  1,  1964,  $6.63 per share on January 1, 1984  and  thereafter
prior  to  January 1, 1969, and $4.63 per share on January 1, 1969  and
thereafter. The $5.08 Dividend Preferred Stock--$100 Par Value  has  no
exchange or conversion rights.

   7g.  $4.52 Dividend Preferred Sock -- $100 Par Value. 100,000 shares
of  authorized stock classified as Preferred Stock--$100 Par  Value  as
provided  in Paragraph A of Article VI of the Articles of Incorporation
shall  constitute the eighth series of Preferred Stock--$100 Par  Value
and are designated as "$4.52 Dividend Preferred Stock--$100 Par Value";
the fixed dividend rate on the shares of such series is $4.52 per share
per  annum  and such dividends are cumulative from September 15,  1963,
with the first dividend payable December 15, 1963; the fixed redemption
price  on  the shares of such series is $106.57 per share  if  redeemed
prior  to October 1, 1968; $105.57 per share if redeemed on October  1,
1968  or thereafter and prior to October 1, 1973; $103.57 per share  if
redeemed on October 1, 1973 or thereafter. The fixed liquidation  price
for  the  shares  of  such  series is $100 per  share;  and  the  fixed
liquidation  premium on the shares of such series is  $6.57  per  share
prior  to  October  1,  1968, $5.57 per share on October  1,  1968  and
thereafter prior to October 1, 1973, and S3.57 per share on October  1,
1973 and thereafter. The $4.52 Dividend Preferred Stock--$100 Par Value
has no exchange or conversion rights.

   7h.  $6.08  Dividend  Preferred Stock --  $100  Par  Value.  200,000
shares  of  authorized  stock classified as Preferred  Stock--$100  Par
Value  as  provided  in Paragraph A of Article VI of  the  Articles  of
Incorporation  shall constitute the ninth series of  Preferred  Stock--
$100  Par Value and are designated as "$6.08 Dividend Preferred Stock--
$100  Par Value"; the fixed dividend rate on the shares of such  series
is  $6.08  per  share per annum and such dividends are cumulative  from
June 15, 1967, with the first dividend payable September 15, 1967;  the
fixed  redemption  price on the shares of such series  is  $107.42  per
share  if redeemed prior to July 1, 1972; $105.34 per share if redeemed
on  July  1, 1972 or thereafter and prior to July 1, 1977; $103.34  per
share  if redeemed on July 1, 1977 or thereafter. The fixed liquidation
price  for  the shares of such series is $100 per share; and the  fixed
liquidation  premium on the shares of such series is  $7.42  per  share
prior  to  July 1, 1972, $5.34 per share on July 1, 1972 and thereafter
prior  to  July  1,  1977, and $3.34 per share  on  July  1,  1977  and
thereafter. The $6.08 Dividend Preferred Stock--$100 Par Value  has  no
exchange or conversion rights.

   7i.  $7.56  Dividend  Preferred Stock --  $100  Par  Value.  350,000
shares  of  authorized  stock classified as Preferred  Stock--$100  Par
Value  as  provided  in Paragraph A of Article VI of  the  Articles  of
Incorporation  shall constitute the tenth series of  Preferred  Stock--
$100  Par Value and are designated as "$7.56 Dividend Preferred Stock--
$100  Par Value"; the fixed dividend rate on the shares of such  series
is  $7.56  per  share per annum and such dividends are cumulative  from
September 15, 1972, with the first dividend payable December 15,  1972;
the  fixed redemption price on the shares of such series is $108.36 per
share  if  redeemed prior to September 1, 1977; $106.80  per  share  if
redeemed  on September 1, 1977 or thereafter and prior to September  1,
1982;  $103.80 per share if redeemed on September 1, 1982 or thereafter
and  prior  to September 1, 1987; and $101.80 per share if redeemed  on
September  1,  1987 or thereafter; provided, however, that  unless  all
shares  of Preferred Stock of each series then outstanding are redeemed
or otherwise retired, no shares of the $7.56 Dividend Preferred Stock--
$100 Par Value shall be redeemed at the option of the Company prior  to
September 1, 1977, directly or indirectly out of the proceeds of or  in
anticipation  of any refunding involving the incurring of  indebtedness
or  the  issuance  of additional shares of Preferred  Stock  having  an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial principles) of less than 7.50% per  annum.
The  fixed liquidation price for the shares of such series is $100  per
share;  and the fixed liquidation premium on the shares of such  series
is  $8.36  per  share prior to September 1, 1977, $6.80  per  share  on
September 1, 1977 and thereafter prior to September 1, 1982, $3.80  per
share  on September 1, 1982 and thereafter prior to September 1,  1987,
and  $1.80  per  share on September 1, 1987 and thereafter.  The  $7.56
Dividend  Preferred Stock--$100 Par Value has no exchange or conversion
rights.

   7j.  Adjustable Rate Cumulative Preferred Stock, Series  A  --  $100
Par  Value. 300,000 shares of authorized stock classified as  Preferred
Stock--$100 par value as provided in Paragraph A of Article VI  of  the
Restated  Articles of Incorporation, as amended, shall  constitute  the
eighteenth series of Preferred Stock--$100 par value and are designated
as  "Adjustable  Rate Cumulative Preferred Stock,  Series  A--$100  par
value";  the fixed dividend rate on the shares of such series for  each
dividend  period  shall be the rate determined in accordance  with  the
provisions of these resolutions and such dividends are cumulative  from
March  15,  1983, (subject to the provision in Article VI E.2 regarding
deemed  payment prior to the date of issue) with the first  and  second
dividends payable September 15, 1983 and December 15, 1983, at the rate
per  share  (based on par value) of 11-1/2% per annum for  the  initial
dividend  period  ending September 14, 1983 and second dividend  period
ending  December 14, 1983, and at 0.65 of 1% above the Applicable  Rate
(as  hereinafter  defined)  from  time  to  time  in  effect  for  each
subsequent dividend period; however, the dividend rate for any dividend
period  will in no event be less than 7% per annum or greater than  13%
per annum.

   Except  as provided below in this paragraph, the "Applicable  Rate''
for  any dividend period will be the highest of the Treasury Bill Rate,
the  Ten  Year  Constant  Maturity Rate and the  Twenty  Year  Constant
Maturity  Rate (each as hereinafter defined) for such dividend  period.
In  the  event  the Corporation determines in good faith that  for  any
reason  one or more of such rates cannot be determined for any dividend
period,  then the Applicable Rate for such dividend will be the  higher
of  whichever  of  such rates can be so determined. In  the  event  the
Corporation  determines in good faith that none of such  rates  can  be
determined for any dividend period, then the Applicable Rate in  effect
for  the  preceding dividend period will be continued for such dividend
period.

   Except  as  provided  below in this paragraph,  the  "Treasury  Bill
Rate"  for each dividend period will be the arithmetic average  of  the
two  most  recent weekly per annum market discount rates  (or  the  one
weekly  per  annum  market discount rate, if  only  one  such  rate  is
published  during the relevant Calendar Period (as defined below))  for
three-month  U.S. Treasury bills, as published weekly  by  the  Federal
Reserve  Board during the Calendar Period immediately prior to the  ten
calendar  days  immediately preceding the March 15, June 15,  September
15,  or  December 15, as the case may be, prior to the dividend  period
for which the dividend rate on the eighteenth series of Preferred Stock
is  being determined. In the event that the Federal Reserve Board  does
not  publish  such a weekly per annum market discount rate  during  any
such  Calendar  Period, then the Treasury Bill  Rate  for  the  related
dividend  period will be the arithmetic average of the two most  recent
weekly  per  annum market discount rates (or the one weekly  per  annum
market  discount  rate, if only one such rate is published  during  the
relevant  Calendar  Period) for three-month  U.S.  Treasury  bills,  as
published  weekly  during such Calendar Period by any  Federal  Reserve
Bank  or  by any U.S. Government department or agency selected  by  the
Corporation.  In  the event that a per annum market discount  rate  for
three-month  U.  S.  Treasury bills is not  published  by  the  Federal
Reserve  Board or by any Federal Reserve Bank or by any U.S. Government
department  or  agency during such Calendar Period, then  the  Treasury
Bill  Rate  for such dividend period will be the arithmetic average  of
the  two most recent weekly per annum market discount rates (or the one
weekly  per  annum  market discount rate, if  only  one  such  rate  is
published  during the relevant Calendar Period) for  all  of  the  U.S.
Treasury  bills, then having maturities of not less than  80  nor  more
than  100 days, as published during such Calendar Period by the Federal
Reserve  Board or, if the Federal Reserve Board does not  publish  such
rates, by any Federal Reserve Bank or by any U.S. Government department
or  agency  selected by the Corporation. In the event  the  Corporation
determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar Period, then
the  Treasury Bill Rate for such dividend period will be the arithmetic
average  of the per annum market discount rates based upon the  closing
bids  during such Calendar Period for each of the issues of  marketable
non-interest  bearing U.S. Treasury securities with a maturity  of  not
less  than  80  nor  more  than 100 days from the  date  of  each  such
quotation, as quoted daily for each business day in New York  City  (or
less frequently if daily quotations are not generally available) to the
Corporation  by  at  least three recognized U.S. Government  securities
dealers  selected  by  the Corporation. In the  event  the  Corporation
determines  in  good  faith that for any reason the Corporation  cannot
determine  the Treasury Bill Rate for any dividend period  as  provided
above  in  this  paragraph, the Treasury Bill Rate  for  such  dividend
period  will be the arithmetic average of the per annum market discount
rates  based  upon the closing bids during the related Calendar  Period
for  each  of  the issues of marketable interest bearing U.S.  Treasury
securities with a maturity of not less than 80 nor more than  100  days
from the date of each such quotation, as quoted daily for each business
day  in  New York City (or less frequently if daily quotations are  not
generally  available) to the Corporation by at least  three  recognized
U.S. Government securities dealers selected by the Corporation.

   Except  as provided below in this paragraph, the "Ten Year  Constant
Maturity Rate" for each dividend period will be the arithmetic  average
of the two most recent weekly per annum Ten Year Average Yields (or the
one weekly per annum Ten Year Average Yield, if only one such Yield  is
published during the relevant Calendar Period), as published weekly  by
the  Federal Reserve Board during the Calendar Period immediately prior
to  the ten calendar days immediately preceding the March 15, June  15,
September 15 or December 15, as the case may be, prior to the  dividend
period  for  which  the  dividend rate  on  the  eighteenth  series  of
Preferred  Stock  is being determined. In the event  that  the  Federal
Reserve Board does not publish such a weekly per annum Ten Year Average
Yield  during such Calendar Period, then the Ten Year Constant Maturity
Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum Ten Year Average Yields (or the one weekly
per  annum  Ten Year Average Yield, if only one such Yield is published
during  the relevant Calendar Period), as published weekly during  such
Calendar  Period by any Federal Reserve Bank or by any U.S.  Government
department or agency selected by the Corporation. In the event  that  a
per  annum  Ten  Year  Average Yield is not published  by  the  Federal
Reserve  Board or by any Federal Reserve Bank or by any U.S. Government
department  or agency during such Calendar Period, then  the  Ten  Year
Constant  Maturity Rate for such dividend period will be the arithmetic
average  of  the  two most recent weekly per annum  average  yields  to
maturity (or the one weekly average yield to maturity, if only one such
yield is published during the relevant Calendar Period) for all of  the
actively traded marketable U.S. Treasury fixed interest rate securities
(other   than  Special  Securities  (as  defined  below))  then  having
maturities  of  not  less than eight nor more  than  twelve  years,  as
published during such Calendar Period by the Federal Reserve Board  or,
if  the  Federal  Reserve Board does not publish such  yields,  by  any
Federal  Reserve  Bank or by any U.S. Government department  or  agency
selected by the Corporation. In the event the Corporation determines in
good faith that for any reason the Corporation cannot determine the Ten
Year  Constant Maturity Rate for any dividend period as provided  above
in  this  paragraph, then the Ten Year Constant Maturity Rate for  such
dividend period will be the arithmetic average of the per annum average
yields  to  maturity based upon, the closing bids during such  Calendar
Period  for  each  of  the  issues of actively traded  marketable  U.S.
Treasury fixed interest rate securities (other than Special Securities)
with  a  final maturity date not less than eight nor more  than  twelve
years  from the date of each such quotation, as quoted daily  for  each
business  day in New York City (or less frequently if daily  quotations
are  not  generally  available) to the Corporation by  at  least  three
recognized   U.S.  Government  securities  dealers  selected   by   the
Corporation.

   Except  as  provided  below  in  this paragraph,  the  "Twenty  Year
Constant Maturity Rate" for each dividend period will be the arithmetic
average  of  the two most recent weekly per annum Twenty  Year  Average
Yields (or the one weekly per annum Twenty Year Average Yield, if  only
one  such  Yield is published during the relevant Calendar Period),  as
published  weekly  by  the Federal Reserve Board  during  the  Calendar
Period immediately prior to the ten calendar days immediately preceding
the March 15, June 15, September 15 or December 15, as the case may be,
prior  to  the  dividend  period for which the  dividend  rate  on  the
eighteenth series of Preferred Stock is being determined. In the  event
the  Federal  Reserve Board does not publish such a  weekly  per  annum
Twenty  Year Average Yield during such Calendar Period, then the Twenty
Year  Constant  Maturity  Rate for such dividend  period  will  be  the
arithmetic average of the two most recent weekly per annum Twenty  Year
Average Yields (or the one weekly per annum Twenty Year Average  Yield,
if  only  one  such  Yield is published during  the  relevant  Calendar
Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the  Corporation.  In  the event that a per annum Twenty  Year  Average
Yield  is not published by the Federal Reserve Board or by any  Federal
Reserve Bank or by any U.S. Government department or agency during such
Calendar  Period, then the Twenty Year Constant Maturity Rate for  such
dividend  period will be the arithmetic average of the two most  recent
weekly  per annum average yields to maturity (or the one weekly average
yield  to  maturity,  if only one such yield is  published  during  the
relevant  Calendar  Period) for all of the actively  traded  marketable
U.S.  Treasury  fixed  interest  rate securities  (other  than  Special
Securities) then having maturities of not less than eighteen  nor  more
then twenty-two years, as published during such Calendar Period by  the
Federal Reserve Board or, if the Federal Reserve Board does not publish
such  yields,  by  any Federal Reserve Bank or by any  U.S.  Government
department or agency selected by the Corporation. In the event that the
Corporation  determines  in  good  faith  that  for  any   reason   the
Corporation cannot determine the Twenty Year Constant Maturity Rate for
any  dividend  period  as provided above in this  paragraph,  then  the
Twenty Year Constant Maturity Rate for such dividend period will be the
arithmetic  average of the per annum average yields to  maturity  based
upon  the  closing bids during such Calendar Period  for  each  of  the
issues of actively traded marketable U. S. Treasury fixed interest rate
securities  (other than Special Securities) with a final maturity  date
not less than eighteen nor more than twenty-two years from the date  of
each  quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations are not generally available) to
the Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.

   The  Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Twenty  Year Constant Maturity Rate will each be rounded to the nearest
five hundredths of a percentage point.

   The  fixed dividend rate per share payable for each dividend  period
will be computed by dividing the dividend rate for such dividend period
(determined in accordance with these resolutions) by four and  applying
such  rate against the par value per share of the eighteenth series  of
Preferred  Stock. The dividend payable for the initial dividend  period
or  any  period longer or shorter than a full quarterly dividend period
will  be  computed on the basis of a 360-day year consisting of  30-day
months.

   The  dividend  rate  with respect to each dividend  period  will  be
calculated  as promptly as practicable by the Corporation according  to
the  appropriate method described herein. The mathematical accuracy  of
each  such  calculation  will be confirmed in  writing  by  independent
certified  public accountants of recognized standing.  The  Corporation
will cause each dividend rate to be published in a newspaper of general
circulation  in  New  York City prior to the commencement  of  the  new
dividend  period  to  which it applies and will cause  notice  of  such
dividend  rate  to  be enclosed with the dividend payment  checks  next
mailed to the holders of the eighteenth series of Preferred Stock.

   As  used  herein,  the  term "Calendar Period"  means  a  period  of
fourteen  calendar days the term "Special Securities" means  securities
which can, at the option of the holder, be surrendered at face value in
payment of any Federal estate tax or which provide tax benefits to  the
holder  and  are  priced  to reflect such tax benefits  or  which  were
originally issued at a deep or substantial discount; the term "Ten Year
Average Yield" means the average yield to maturity for actively  traded
marketable  U.S. Treasury fixed interest rate securities  (adjusted  to
constant  maturities of ten years); and the term "Twenty  Year  Average
Yield"  means  the  average  yield  to  maturity  for  actively  traded
marketable  U.S. Treasury fixed interest rate securities  (adjusted  to
constant maturities of twenty years).

   The  fixed  redemption price on the shares of the eighteenth  series
is  $111.50  per share if redeemed prior to May 15, 1984;  $109.80  per
share  if redeemed from May 15, 1984 through May 14, 1985; $108.10  per
share  if redeemed from May 15, 1985 through May 14, 1986; $106.40  per
share  if redeemed from May 15, 1986 through May 14, 1987; $104.70  per
share  if redeemed from May 15, 1987 through May 14, 1988; $103.00  per
share  if redeemed from May 15, 1988 through May 14, 1993; and  $100.00
per  share  if  redeemed  on  May 15, 1993,  or  thereafter;  provided,
however, that unless all shares of Preferred Stock of each series  then
outstanding  are  redeemed  or otherwise  retired,  no  shares  of  the
eighteenth series of Preferred Stock shall be redeemed at the option of
the  Corporation prior to May 15, 1988, directly or indirectly  out  of
the  proceeds  of  or  in anticipation of any refunding  involving  the
incurring  of  indebtedness or the issuance  of  additional  shares  of
Preferred  Stock  having an effective interest cost  or  dividend  rate
(calculated  in accordance with generally accepted financial  practice)
of  less  than  11-1/2% per annum. The fixed redemption  price  on  the
shares  of  such series is $100 per share plus any accrued  and  unpaid
dividends,  if  redeemed in satisfaction of the  Corporation's  Sinking
Fund  obligation  or  pursuant to optional  redemption  right  provided
below.

   Subject  to  the provision of Article VI of the Restate Articles  of
Incorporation, as amended, so long as any of this eighteenth series  of
Preferred Stock shall remain outstanding, on September 15, 1989, and on
September 15 in each year thereafter, the Corporation shall redeem as a
Sinking  Fund obligation, 4% of the number of shares of such eighteenth
series  of  Preferred  Stock originally issued and,  in  addition,  the
Corporation  may,  at  its option, redeem on  each  such  September  15
additional  shares of this eighteenth series of Preferred  Stock  in  a
number  not  exceeding  such percentage, but the  right  to  make  such
optional redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption  provided
for  above; provided that the Corporation shall not declare or  pay  or
set  apart for, or make or order any dividend or other distribution  in
respect  of, or purchase or otherwise acquire for value any shares  of,
the  Common Stock of the Corporation, or any class of stock as to which
the  Preferred Stock of the Corporation has priority as to payments  of
dividends,  unless all redemptions required to be made in  satisfaction
of  the  Sinking  Fund obligation provided above have  been  made.  The
Corporation  may  elect  to reduce its obligation  in  respect  of  the
redemption  of  shares so required to be redeemed  as  a  Sinking  Fund
obligation  by making direct purchases in the open market or  otherwise
of  shares  of  this eighteenth series of Preferred Stock  (other  than
shares  previously  applied  as  a  credit  against  the  Sinking  Fund
obligation) and designating such shares to be applied as a  credit,  in
whole or in part, in an amount equal to the aggregate par value of  the
shares  so  applied,  against the aggregate par  value  of  the  shares
required  to  be  redeemed in such year pursuant to  the  Sinking  Fund
obligation.

   In  all  cases  in  which redemptions of less than  all  outstanding
shares of this eighteenth series are to be made by the Corporation, the
shares to be redeemed shall be selected by lot in accordance with  such
procedures  as  may  be  approved by the Board  of  Directors  of  this
Corporation.

   The  fixed liquidation price for the shares of such series  is  $100
per share; and the fixed liquidation premium per share on the shares of
eighteenth  series is the excess over $100 of the redemption  price  at
the time in effect.

   The  Adjustable Rate Cumulative Preferred Stock, Series A--$100  par
value has no exchange or conversion rights.

   7k.  Adjustable Rate Cumulative Preferred Stock, Series  B  --  $100
Par  Value. 450,000 shares of authorized stock classified as  Preferred
Stock--$100 par value as provided in Paragraph A of Article VI  of  the
Restated  Articles of Incorporation, as amended, shall  constitute  the
nineteenth series of Preferred Stock--$100 par value and are designated
as  "Adjustable  Rate Cumulative Preferred Stock,  Series  B--$100  par
value";  the fixed dividend rate on the shares of such series for  each
dividend  period  shall be the rate determined in accordance  with  the
provisions of these resolutions and such dividends are cumulative  from
December  15,  1983,  (subject  to the  provision  in  Article  VI  E.2
regarding deemed payment prior to the date of issue) with the first and
second dividends payable March 15, 1984 and June 15, 1984, at the  rate
per  share  (based on par value) of 12.50% per annum  for  the  initial
dividend period ending March 14, 1984 and second dividend period ending
June  14,  1984,  and  at the rate per share of .70  of  1%  above  the
Applicable Rate per annum (as hereinafter defined) from time to time in
effect for each subsequent dividend period; however, the dividend  rate
for any dividend period will in no event be less than 7.0% per annum or
greater than 13.5% per annum.

   Except  as  provided below in this paragraph, the "Applicable  Rate"
for  any dividend period will be the highest of the Treasury Bill Rate,
the  Ten  Year  Constant  Maturity Rate and the  Twenty  Year  Constant
Maturity  Rate (each as hereinafter defined) for such dividend  period.
In  the  event  the Corporation determines in good faith that  for  any
reason  one or more of such rates cannot be determined for any dividend
period,  then the Applicable Rate for such dividend will be the  higher
of  whichever  of  such rates can be so determined. In  the  event  the
Corporation  determines in good faith that none of such  rates  can  be
determined for any dividend period, then the Applicable Rate in  effect
for  the  preceding dividend period will be continued for such dividend
period.

   Except  as  provided  below in this paragraph,  the  "Treasury  Bill
Rate"  for each dividend period will be the arithmetic average  of  the
two  most  recent weekly per annum market discount rates  (or  the  one
weekly  per  annum  market discount rate, if  only  one  such  rate  is
published  during the relevant Calendar Period (as defined below))  for
three-month  U.S. Treasury bills, as published weekly  by  the  Federal
Reserve  Board during the Calendar Period immediately prior to the  ten
calendar  days  immediately preceding the March 15, June 15,  September
15,  or  December 15, as the case may be, prior to the dividend  period
for which the dividend rate on the nineteenth series of Preferred Stock
is  being determined. In the event that the Federal Reserve Board  does
not  publish  such a weekly per annum market discount rate  during  any
such  Calendar  Period, then the Treasury Bill  Rate  for  the  related
dividend  period will be the arithmetic average of the two most  recent
weekly  per  annum market discount rates (or the one weekly  per  annum
market  discount  rate, if only one such rate is published  during  the
relevant  Calendar  Period) for three-month  U.S.  Treasury  Bills,  as
published  weekly  during such Calendar Period by any  Federal  Reserve
Bank  or  by any U.S. Government department or agency selected  by  the
Corporation.  In .the event that a per annum market discount  rate  for
three-month U.S. Treasury bills is not published by the Federal Reserve
Board  or  by  any  Federal  Reserve Bank or  by  any  U.S.  Government
department  or  agency during such Calendar Period, then  the  Treasury
Bill  Rate  for such dividend period will be the arithmetic average  of
the  two most recent weekly per annum market discount rates (or the one
weekly  per  annum  market discount rate, if  only  one  such  rate  is
published  during the relevant Calendar Period) for  all  of  the  U.S.
Treasury  bills, then having maturities of not less than  80  nor  more
than  100 days, as published during such Calendar Period by the Federal
Reserve  Board or, if the Federal Reserve Board does not  publish  such
rates, by any Federal Reserve Bank or by any U.S. Government department
or  agency  selected by the Corporation. In the event  the  Corporation
determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar Period, then
the  Treasury Bill Rate for such dividend period will be the arithmetic
average  of the per annum market discount rates based upon the  closing
bids  during such Calendar Period for each of the issues of  marketable
non-interest  bearing U.S. Treasury securities with a maturity  of  not
less  than  80  nor  more  than 100 days from the  date  of  each  such
quotation, as quoted daily for each business day in New York  City  (or
less frequently if daily quotations are not generally available) to the
Corporation  by  at least three recognized U. S. Government  securities
dealers  selected  by  the Corporation. In the  event  the  Corporation
determines  in  good  faith that for any reason the Corporation  cannot
determine  the Treasury Bill Rate for any dividend period  as  provided
above  in  this  paragraph, the Treasury Bill Rate  for  such  dividend
period  will be the arithmetic average of the per annum market discount
rates  based  upon the closing bids during the related Calendar  Period
for  each  of  the issues of marketable interest bearing U.S.  Treasury
securities with a maturity of not less than 80 nor more than  100  days
from the date of each such quotation, as quoted daily for each business
day  in  New York City (or less frequently if daily quotations are  not
generally  available) to the Corporation by at least  three  recognized
U.S. Government securities dealers selected by the Corporation.

   Except  as provided below in this paragraph, the "Ten Year  Constant
Maturity Rate" for each dividend period will be the arithmetic  average
of the two most recent weekly per annum Ten Year Average Yields for the
one weekly per annum Ten Year Average Yield, if only one such Yield  is
published during the relevant Calendar Period), as published weekly  by
the  Federal Reserve Board during the Calendar Period immediately prior
to  the ten calendar days immediately preceding the March 15, June  15,
September 15 or December 15, as the case may be, prior to the  dividend
period  for  which  the  dividend rate  on  the  nineteenth  series  of
Preferred  Stock  is being determined. In the event  that  the  Federal
Reserve Board does not publish such a weekly per annum Ten Year Average
Yield  during such Calendar Period, then the Ten Year Constant Maturity
Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum Ten Year Average Yields (or the one weekly
per  annum  Ten Year Average Yield, if only one such Yield is published
during  the relevant Calendar Period), as published weekly during  such
Calendar  Period by any Federal Reserve Bank or by any U.S.  Government
department or agency selected by the Corporation. In the event  that  a
per  annum  Ten  Year  Average Yield is not published  by  the  Federal
Reserve  Board or by any Federal Reserve Bank or by any U.S. Government
department  or agency during such Calendar Period, then  the  Ten  Year
Constant  Maturity Rate for such dividend period will be the arithmetic
average  of  the  two most recent weekly per annum  average  yields  to
maturity (or the one weekly average yield to maturity, if only one such
yield is published during the relevant Calendar Period) for all of  the
actively traded marketable U.S. Treasury fixed interest rate securities
(other   than  Special  Securities  (as  defined  below))  then  having
maturities  of  not  less than eight nor more  than  twelve  years,  as
published during such Calendar Period by the Federal Reserve Board  or,
if  the  Federal  Reserve Board does not publish such  yields,  by  any
Federal  Reserve  Bank or by any U.S. Government department  or  agency
selected by the Corporation. In the event the Corporation determines in
good faith that for any reason the Corporation cannot determine the Ten
Year  Constant Maturity Rate for any dividend period as provided  above
in  this  paragraph, then the Ten Year Constant Maturity Rate for  such
dividend period will be the arithmetic average of the per annum average
yields  to  maturity based upon the closing bids during  such  Calendar
Period  for  each  of  the  issues of actively traded  marketable  U.S.
Treasury fixed interest rate securities (other than Special Securities)
with  a  final maturity date not less than eight nor more  than  twelve
years  from the date of each such quotation, as quoted daily  for  each
business  day in New York City (or less frequently if daily  quotations
are  not  generally  available) to the Corporation by  at  least  three
recognized   U.S.  Government  securities  dealers  selected   by   the
Corporation.

   Except  as  provided  below  in  this paragraph,  the  "Twenty  Year
Constant Maturity Rate" for each dividend period will be the arithmetic
average  of  the two most recent weekly per annum Twenty  Year  Average
Yields (or the one weekly per annum Twenty Year Average Yield, if  only
one  such  Yield is published during the relevant Calendar Period),  as
published  weekly  by  the Federal Reserve Board  during  the  Calendar
Period immediately prior to the ten calendar days immediately preceding
the March 15, June 15, September 15 or December 15, as the case may be,
prior  to  the  dividend  period for which the  dividend  rate  on  the
nineteenth series of Preferred Stock is being determined. In the  event
the  Federal  Reserve Board does not publish such a  weekly  per  annum
Twenty  Year Average Yield during such Calendar Period, then the Twenty
Year  Constant  Maturity  Rate for such dividend  period  will  be  the
arithmetic average of the two most recent weekly per annum Twenty  Year
Average Yields (or the one weekly per annum Twenty Year Average  Yield,
if  only  one  such  Yield is published during  the  relevant  Calendar
Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the  Corporation.  In  the event that a per annum Twenty  Year  Average
Yield  is not published by the Federal Reserve Board or by any  Federal
Reserve Bank or by any U.S. Government department or agency during such
Calendar  Period, then the Twenty Year Constant Maturity Rate for  such
dividend  period will be the arithmetic average of the two most  recent
weekly  per annum average yields to maturity (or the one weekly average
yield  to  maturity,  if only one such yield is  published  during  the
relevant  Calendar  Period) for all of the actively  traded  marketable
U.S.  Treasury  fixed  interest  rate securities  (other  than  Special
Securities) then having maturities of not less than eighteen  nor  more
then twenty-two years, as published during such Calendar Period by  the
Federal Reserve Board or, if the Federal Reserve Board does not publish
such  yields,  by  any Federal Reserve Bank or by any  U.S.  Government
department or agency selected by the Corporation. In the event that the
Corporation  determines  in  good  faith  that  for  any   reason   the
Corporation cannot determine the Twenty Year Constant Maturity Rate for
any  dividend  period  as provided above in this  paragraph,  then  the
Twenty Year Constant Maturity Rate for such dividend period will be the
arithmetic  average of the per annum average yields to  maturity  based
upon  the  closing bids during such Calendar Period  for  each  of  the
issues of actively traded marketable U.S. Treasury fixed interest  rate
securities  (other than Special Securities) with a final maturity  date
not less than eighteen nor more than twenty-two years from the date  of
each  quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations are not generally available) to
the Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.

   The  Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Twenty  Year Constant Maturity Rate will each be rounded to the nearest
five hundredths of a percentage point.

   The  fixed dividend rate per share payable for each dividend  period
will be computed by dividing the dividend rate for such dividend period
(determined in accordance with these resolutions) by four and  applying
such  rate against the par value per share of the nineteenth series  of
Preferred  Stock. The dividend payable for the initial dividend  period
or  any  period longer or shorter than a full quarterly dividend period
will  be  computed on the basis of a 360 day year consisting of  30-day
months.

   The  dividend  rate  with respect to each dividend  period  will  be
calculated  as promptly as practicable by the Corporation according  to
the  appropriate method described herein. The mathematical accuracy  of
each  such  calculation  will be confirmed in  writing  by  independent
certified  public accountants of recognized standing.  The  Corporation
will cause each dividend rate to be published in a newspaper of general
circulation  in  New  York City prior to the commencement  of  the  new
dividend  period  to  which it applies and will cause  notice  of  such
dividend  rate  to  be enclosed with the dividend payment  checks  next
mailed to the holders of the nineteenth series of Preferred Stock.

   As  used  herein,  the  term "Calendar Period"  means  a  period  of
fourteen  calendar days the term "Special Securities" means  securities
which can, at the option of the holder, be surrendered at face value in
payment of any Federal estate tax or which provide tax benefits to  the
holder  and  are  priced  to reflect such tax benefits  or  which  were
originally issued at a deep or substantial discount; the term "Ten Year
Average Yield" means the average yield to maturity for actively  traded
marketable  U.S. Treasury fixed interest rate securities  (adjusted  to
constant  maturities of ten years); and the term "Twenty  Year  Average
Yield"  means  the  average  yield  to  maturity  for  actively  traded
marketable  U.S. Treasury fixed interest rate securities  (adjusted  to
constant maturities of twenty years).

   The  fixed  redemption price on the shares of the nineteenth  series
is  $112.50 per share if redeemed prior to March 14, 1985; $110.60  per
share  if redeemed from March 15, 1985 through March 14, 1986;  $108.70
per  share  if  redeemed from March 15, 1986 through  March  14,  1987;
$106.80  per  share if redeemed from March 15, 1987 through  March  14,
1988;  $104.90 per share if redeemed from March 15, 1988 through  March
14,  1989;  $103.00 per share if redeemed from March 15,  1989  through
March  14, 1994; and $100.00) per share if redeemed on March 15,  1994,
or  thereafter; provided, however, that unless all shares of  Preferred
Stock  of  each  series  then  outstanding are  redeemed  or  otherwise
retired, no shares of the nineteenth series of Preferred Stock shall be
redeemed  at  the  option of the Corporation prior to March  15,  1989,
directly or indirectly out of the proceeds of or in anticipation of any
refunding  involving the incurring of indebtedness or the  issuance  of
additional shares of Preferred Stock having an effective interest  cost
or  dividend  rate  (calculated in accordance with  generally  accepted
financial practice) of less than 12.50% per annum. The fixed redemption
price  on the shares of such series is $100 per share plus any  accrued
and  unpaid dividends, if redeemed in satisfaction of the Corporation's
Sinking  Fund  obligation  or  pursuant to  optional  redemption  right
provided below.

   Subject to the provisions of Article VI of the Restated Articles  of
Incorporation, as amended, so long as any of this nineteenth series  of
Preferred  Stock shall remain outstanding, on March 15,  1990,  and  on
March  15  in each year thereafter, the Corporation shall redeem  as  a
Sinking  Fund obligation, 5% of the number of shares of such nineteenth
series  of  Preferred  Stock originally issued and,  in  addition,  the
Corporation may, at its option, redeem on each such March 15 additional
shares  of  this nineteenth series of Preferred Stock in a  number  not
exceeding  such  percentage  but  the  right  to  make  such   optional
redemption  shall  not  be  cumulative and  shall  not  be  applied  in
reduction of any subsequent mandatory Sinking Fund redemption  provided
for  above; provided that the Corporation shall not declare or  pay  or
set  apart for, or make or order any dividend or other distribution  in
respect  of, or purchase or otherwise acquire for value any shares  of,
the  Common Stock of the Corporation, or any class of stock as to which
the  Preferred Stock of the Corporation has priority as to payments  of
dividends,  unless all redemptions required to be made in  satisfaction
of  the  Sinking  Fund obligation provided above have  been  made.  The
Corporation  may  elect  to reduce its obligation  in  respect  of  the
redemption  of  shares so required to be redeemed  as  a  Sinking  Fund
obligation  by making direct purchases in the open market or  otherwise
of  shares  of  this nineteenth series of Preferred Stock  (other  than
shares  previously  applied  as  a  credit  against  the  Sinking  Fund
obligation) and designating such shares to be applied as a  credit,  in
whole or in part, in an amount equal to the aggregate par value of  the
shares  so  applied,  against the aggregate par  value  of  the  shares
required  to  be  redeemed in such year pursuant to  the  Sinking  Fund
obligation.

   In  all  cases  in  which redemptions of less than  all  outstanding
shares of this nineteenth series are to be made by the Corporation, the
shares to be redeemed shall be selected by lot in accordance with  such
procedures  as  may  be  approved by the Board  of  Directors  of  this
Corporation.

   The  fixed liquidation price for the shares of such series  is  $100
per share; and the fixed liquidation premium per share on the shares of
nineteenth  series is the excess over $100 of the redemption  price  at
the time in effect.

   The  Adjustable Rate Cumulative Preferred Stock, Series B--$100  par
value has no exchange or conversion rights.

                           PREFERENCE STOCK.

   8.  Series  and  Limits of Variations Between Series  of  Preference
Stock.  Subject to the provisions of this Article VI setting forth  the
provisions  of the established series of Preference Stock  (which  said
provisions,  however, shall not continue effective  as  to  any  shares
which  are  redeemed  or  repurchased and restored  to  the  status  of
authorized but unissued shares of such class), the Preference Stock may
be  issued  in one series or divided into and issued in more  than  one
series  from  time  to  time  as  herein  provided.  Series  shall   be
established by the Board of Directors. Subject to the prior  rights  of
holders  of Preferred Stock as set forth in this Article VI or  in  any
resolution of the Board of Directors providing for the issuance of  any
series of Preferred Stock, the authorized number of shares of any  such
series  of  Preference  Stock,  the designation  of  such  series,  the
relative   rights   and  preferences  thereof   and   the   terms   and
characteristics thereof (in those respects in which the shares  of  one
series  may  vary  from the shares of other series as herein  provided)
shall be fixed and determined at any time prior to the issuance thereof
by  resolution  or  resolutions  of  the  Board  of  Directors  of  the
Corporation.  All  shares  of  each series  shall  be  alike  in  every
particular. Preference Stock of all series shall be of equal  rank  and
shall   be   identical  in  all  respects,  except  in  the   following
particulars:

   (a)  The  designation of such series, which may be by distinguishing
number, letter or title;

   (b)  The rate at which dividends are to accrue on the shares of such
series, hereinafter referred to as the "fixed dividend rate";

   (c)  The terms and conditions on which the shares of such series may
be  redeemed  and the amount payable in respect of the shares  of  such
series  in  case  of  the  redemption thereof  at  the  option  of  the
Corporation, the amount so fixed being hereinafter referred to  as  the
"fixed  redemption price"', and the amount payable in  respect  of  the
shares of such series in case of the redemption thereof for any sinking
fund  for such series, which amounts in respect of any series may,  but
need not, vary according to the time or circumstances of such action;

   (d)  The  amount payable in respect of the shares of such series  in
case of liquidation, dissolution, or winding up of the Corporation,  or
reduction   or  decrease  of  its  capital  stock  resulting   in   any
distribution  of its assets to its Common Stockholders, the  amount  so
fixed  being hereinafter referred to as the "fixed liquidation  price",
and  the  amount payable, if any, in addition to the fixed  liquidation
price  for  each series in case such liquidation, dissolution,  winding
up,  reduction  or  decrease be voluntary, the amount  so  fixed  being
hereinafter  referred  to  as  the "fixed liquidation  premium",  which
amounts  in respect of any series may, but need not, vary according  to
the time or circumstances of such action;

   (e) Any requirement as to any sinking fund or purchase fund for,  or
the redemption, purchase or other retirement by the Corporation of, the
shares of such series;

   (f)  The  right, if any, to convert the shares of such  series  into
shares of any other series of Preference Stock or into shares of Common
Stock of the Corporation and the rate or basis, time, manner, terms and
conditions  of  conversion or the method by which  the  same  shall  be
determined; and

   (g)  The  voting  rights,  if any, of the  shares  of  such  series;
provided that the vote per share fixed for the shares of any series  of
such  class  on  such issues as to which it is given voting  rights  by
these  Articles  of Incorporation, by the resolution establishing  such
series  or by law may not exceed one one-hundredth of a vote per dollar
of  consideration  per share fixed by the Board of Directors  for  such
shares upon original issuance of such series which shall constitute the
stated capital value of such share.

   9.  Dividends  on  the Preference Stock. Out of the  assets  of  the
Corporation  available for dividends, subject to the  prior  rights  of
holders  of Preferred Stock as set forth in this Article VI or  in  any
resolution of the Board of Directors providing for the issuance of  any
series  of  Preferred Stock, the holders of each series  of  Preference
Stock at the time outstanding shall be entitled to receive, if and when
declared  payable by the Board of Directors, dividends in lawful  money
of  the  United  States  of America at, but not  exceeding,  the  fixed
dividend rate for the particular series, payable quarterly on March 15,
June  15,  September  15  and December 15  in  each  year,  before  any
dividends  (other  than  a dividend payable  in  Common  Stock  of  the
Corporation) shall be paid upon or set apart for the Common Stock;  and
such  dividends on each series of Preference Stock shall be cumulative,
so  that, if in any past dividend period or periods full dividends upon
each  series of outstanding Preference Stock at the fixed dividend rate
or  rates  therefor  shall not have been paid, the deficiency  (without
interest)  shall be paid or declared and set apart for  payment  before
any  dividends  shall be paid upon or set apart for the  Common  Stock.
Dividends  on  all  shares of Preference Stock  of  each  series  shall
commence  to  accrue  and be cumulative from the  date  of  issue.  Any
dividends  declared or paid on Preference Stock in an amount less  than
full  cumulative  dividends accrued or in arrears upon  all  Preference
Stock  outstanding  shall, if more than one series be  outstanding,  be
divided  among  the different series then outstanding in proportion  to
the  aggregate amounts which would be distributable to Preference Stock
of  each  series  if full cumulative dividends were declared  and  paid
thereon.

   10.  Preference  of  Preference Stock on Liquidation,  etc.  In  the
event   of  any  liquidation,  dissolution,  or  winding  up   of   the
Corporation, or reduction or decrease of its capital stock resulting in
a  distribution of assets to its Common Stockholders other than by  way
of  dividends  out  of  the net profit or out of  the  surplus  of  the
Corporation, subject to the prior rights of holders of Preferred  Stock
as  set  forth in this Article VI or in any resolution of the Board  of
Directors providing for the issuance of any series of Preferred  Stock,
the  holders of Preference Stock of each series then outstanding  shall
be  entitled  to receive, for each share thereof, the fixed liquidation
price  for  such  series,  plus in case such liquidation,  dissolution,
winding up, reduction or decrease shall have been voluntary, the  fixed
liquidation premium for such series, if any, together in all cases with
all dividends accrued or in arrears thereon, before any distribution of
the  assets shall be made to the holders of the Common Stock;  but  the
holders   of   Preference  Stock  shall  be  entitled  to  no   further
participation  in  such  distribution. If upon  any  such  liquidation,
dissolution,   winding   up,  reduction   or   decrease,   the   assets
distributable   among  the  holders  of  Preference  Stock   shall   be
insufficient  to  permit the payment of the full  preferential  amounts
aforesaid,  then the assets of the Corporation remaining after  payment
of the full preferential amounts then due to holders of Preferred Stock
shall  be  distributed among the holders of each series  of  Preference
Stock then outstanding, ratably in pro portion to the full preferential
amounts  to  which  they are respectively entitled.  As  used  in  this
Article  the  expression "dividends accrued or in  arrears"  means,  in
respect  of  each share of Preference Stock of any series, that  amount
which  shall  be equal to simple interest upon the stated value  at  an
annual  rate equal to the percentage that the fixed dividend  rate  for
such series is of the stated value, from the date from which cumulative
dividends  thereon  commence to accrue to the  date  as  of  which  the
computation is to be made, less the aggregate amount (without  interest
thereon)  of all dividends theretofore paid or declared and  set  aside
for  payment  in  respect thereof.  A consolidation or  merger  of  the
Corporation, a sale or transfer of substantially all of its  assets  as
an  entirety,  or  the repurchase or redemption of Preferred  Stock  in
accordance  with the provisions of Paragraph 4 above, or the repurchase
or  redemption of Preference Stock in accordance with the provisions of
Paragraph  11 below or the purchase of Common Stock in accordance  with
the  provisions  of Paragraph 14 below, whether or not  the  Preferred,
Preference or Common Stock so redeemed or repurchased shall be retired,
shall not be regarded as a "liquidation, dissolution, or winding up  of
the  Corporation,  or  reduction  or  decrease  of  its  capital  stock
resulting in a distribution of assets to its Common Stockholders  other
than  by  way of dividends out of the net profits or out of the surplus
of the Corporation" within the meaning of this Paragraph 10.

    11.  Redemption and Repurchase of Preference Stock. The Corporation
may, at its option expressed by vote of its Board of Directors, at  any
time  or  from  time  to time, redeem the whole  or  any  part  of  the
Preference Stock or of any series thereof at the fixed redemption price
for  such series, together with the amount of any dividends accrued  or
in  arrears  thereon  to  the date of such redemption.  Notice  of  any
proposed redemption of any series of Preference Stock shall be given by
publication  at  least  once  in a newspaper  printed  in  the  English
language and customarily published on each business day and of  general
circulation  in each of the City of Beaumont, State of Texas,  and  the
Borough  of  Manhattan, City and State of New York, the publication  in
each  such newspaper to be at least 30 days, and not more than 60 days,
prior  to  the date fixed for such redemption. As a matter of courtesy,
but  not  a  matter of right, the Corporation may mail a copy  of  such
notice  to the holders of record of each series of Preference Stock  to
be  redeemed, at their respective addresses then appearing on the books
of  the  Corporation, to the extent that they may lawfully do  so;  but
neither  failure  to mail such copy nor any defect therein  or  in  the
mailing  thereof shall affect the validity of the proceedings  for  the
redemption of any shares of each series of Preference Stock  so  to  be
redeemed.  Any such redemption of any series of Preference Stock  shall
be in such amount, at such places and by such method, whether by lot or
pro rata, as shall from time to time be determined by vote of its Board
of  Directors. From and after the date fixed in any such notice as  the
date of redemption, unless default shall be made by the Corporation  in
providing  funds sufficient for such redemption at or before  the  time
and  at  the place specified for the payment thereof pursuant  to  said
notice,  all dividends on the shares called for redemption shall  cease
to accrue; and from and after the date so fixed, unless default be made
as  aforesaid, or from and after the date of the earlier deposit by the
Corporation in trust, with a bank or trust company having an  aggregate
capital  and surplus of at least $5,000,000 and doing business  in  the
Borough  of  Manhattan, City and State of New York, or in the  City  of
Boston,  Commonwealth of Massachusetts, of funds  sufficient  for  such
redemption  (a  statement of the intention so to  deposit  having  been
included  in  said notice) all rights of the holders of the  shares  so
called  for redemption as stockholders of the Corporation, except  only
the  right to receive, without interest, when due the redemption  funds
to  which  they are entitled, shall cease and determine. Any  funds  so
deposited  which  shall  remain  unclaimed  by  the  holders  of   such
Preference Stock at the end of six (6) years after the redemption date,
together with any interest thereon that shall have been allowed by  the
bank  or  trust  company with which the deposit shall have  been  made,
shall  be  paid by it to the Corporation to be held by the  Corporation
for such holders. The Corporation may also from time to time repurchase
shares of its Preference Stock at not exceeding the price at which  the
same   may  be  redeemed.  Shares  of  Preference  Stock  redeemed   or
repurchased  by  the Corporation shall be restored  to  the  status  of
authorized but unissued shares of Preference Stock and may from time to
time be reissued as provided in Paragraph 8 of this Article VI.

    12. Restrictions on Certain Corporate Action. So long as any shares
of  any  series  of  Preference  Stock shall  remain  outstanding,  the
Corporation shall not, without the affirmative vote of the  holders  of
shares  of Preference Stock then outstanding having two-thirds  of  the
votes  entitled  to be cast by such class, at a meeting  of  Preference
Stockholders called for the purpose of approving such action (but  upon
such  vote, and any requisite vote at a meeting of the holders  of  all
classes  of  stock  then outstanding having the privilege  to  vote  to
authorize the Board of Directors to take such action, may):

         (a)  Create or authorize any additional class of stock  (other
     than the Preferred Stock) ranking prior to the Preference Stock in
     respect  to  dividends  or liquidation rights  (other  than  stock
     issuable upon conversion of obligations or securities, or upon the
     exercise  of  warrants, rights or options to purchase,  authorized
     pursuant to (b) below);

         (b) Create or authorize any obligation or security convertible
     into,  or any warrants, rights or options to purchase or subscribe
     to,  any  stock  referred to in (a) above  ranking  prior  to  the
     Preference Stock in respect to dividends or liquidation rights; or

         (c)  Alter, amend or repeal the provisions hereof relative  to
     the  Preference Stock, or any series thereof, which  would  change
     the  express  terms  and provisions of such stock  in  any  manner
     prejudicial  to the holders thereof, including any change  in  the
     provisions  of Sections 12 and 13 of this Paragraph E  of  Article
     VI;  provided, however, that if such prejudicial change appertains
     to outstanding shares of one or more, but not all, of such series,
     then  for  the  purposes of this Section 12 such change  shall  be
     deemed  to  be authorized if holders of two-thirds of  the  shares
     prejudicially affected shall vote favorably with respect thereto.

    Notwithstanding  anything  elsewhere in  this  Article  VI,  if  in
connection with the accomplishment of any matter whatever, provision is
to  be  made  for the redemption or retirement of all of the Preference
Stock of any series at the time outstanding, nothing in this Article VI
shall be construed to confer on the holders of the Preference Stock  of
such  series  any power or right to vote in respect of any such  matter
except  where, and to the extent that, a right to vote which cannot  be
waived  by the terms hereof is conferred by the then existing  laws  of
the State of Texas.

   13.  Voting Rights. The holders of shares of Preference Stock  shall
not  possess voting power for any purposes other than those  for  which
voting  power  is  conferred by Paragraph 12 of  this  Paragraph  E  of
Article  VI,  by  this  Paragraph 13 or on  a  series  thereof  by  the
resolution  of  the  Board of Directors establishing  such  series.  In
addition  to  the voting powers so expressly conferred upon  Preference
Stock  and in addition to voting rights granted to Preference Stock  in
statutory  proceedings  as  to  which their  vote  may  be  mandatorily
required  by the then existing laws of the State of Texas, in  case  at
any time the Corporation shall fail to declare and pay or set aside for
payment  in  full  any quarterly dividend on any series  of  Preference
Stock  and  shall  not  on  or  before the sixth  succeeding  quarterly
dividend payment date declare and pay or set aside for payment in  full
said  dividend  in arrears and also all dividends which  shall  in  the
meantime  have  become  due  and payable  on  all  of  the  outstanding
Preference Stock, such holders of all series of Preference Stock  shall
thereupon  have  and continue to have, subject to  the  rights  of  the
holders  of Preferred Stock, the right, voting together as a class  for
such  purpose  by  plurality vote, with each share of Preference  Stock
having  for purposes of the class votes provided for in this  Paragraph
13,  the vote per share fixed for such share pursuant to Paragraph 8(g)
above,  to  elect two Directors of the Corporation until all  dividends
accrued and payable on the Preference Stock shall have been fully paid;
and,  during the continuance of such right of the holders of all series
of  Preference Stock to elect such Directors, the holders of the Common
Stock  shall  have, subject to the rights of the holders  of  Preferred
Stock,  the right, voting as a class, by plurality vote, to  elect  the
remaining  members of the Board of Directors which the holders  of  the
Preferred  Stock and Preference Stock are not entitled  to  elect.  The
terms  of office of all persons who may be Directors of the Corporation
at any time when such right to elect such Directors shall accrue to the
holders of Preference Stock shall terminate upon the election of  their
successors; and such election may be held at a special meeting  of  all
stockholders  of the Corporation which shall be convened  at  any  time
after the accrual of such right upon notice similar to that provided in
the  Bylaws  of the Corporation for calling the annual meeting  of  the
stockholders, at the request in writing of the holders of record of  at
least  2% of the number of shares of Preference Stock then outstanding.
In  default of the calling of said meeting by a proper officer  of  the
Corporation  within  five days after the making of such  request,  such
meeting  may  be  called  on like notice by any  holder  of  record  of
Preference Stock, for which purpose any such holder of Preference Stock
shall  have  the  right  to  have access to  the  stock  books  of  the
Corporation. If such special meeting be not called prior  to  the  next
annual  meeting, the holders of Preference Stock as one class for  such
purpose, and the holders of the Common Stock as a second class, subject
to the rights of holders of Preferred Stock, shall elect members of the
Board  of  Directors  as  aforesaid, at  such  annual  meeting,  unless
previously  thereto  all such dividend defaults shall  have  been  made
good. At all meetings of stockholders held, for the purpose of electing
Directors,  during the period Preference Stockholders  shall  have  the
right  to  elect two members of the Board of Directors, the holders  of
shares  having a majority of the votes entitled to be cast by the  then
issued  and  outstanding Preference Stock as a class and of the  Common
Stock   as  a  class  shall  constitute  a  quorum  of  those  classes,
respectively, for the purposes of such meetings and lack of a quorum as
to  either of such classes at any such meeting shall not interfere with
the  holding of such meeting and the election of Directors by the class
having  a  quorum present; provided that in such election the  specific
Directors to be succeeded shall be designated. Upon the termination  at
any  time of such right of the holders of Preference Stock to elect two
members  of the Board of Directors, the term of office of all Directors
elected  by  vote of the holders of Preference Stock  as  a  class  (or
elected  to fill a vacancy which might have been so filled)  shall  end
upon  the  election  and qualification of their  successors;  and  such
election  may  be held at a special meeting of holders  of  the  Common
Stock, convened on like notice at the request in writing of the holders
of  record  of at least 2% of the total number of shares of the  Common
Stock then outstanding, or, if such special meeting is not called prior
to  the next annual meeting, at such annual meeting. In default of  the
calling  of said meeting by a proper officer of the Corporation  within
five  days after the making of such request, such meeting may be called
on  like  notice  by any holder of record of the Common  Stock  of  the
Corporation,  for  which purpose any such holder of  the  Common  Stock
Shall  have  the  right  to  have access to  the  stock  books  of  the
Corporation. Whenever, by reason of the resignation, death  or  removal
of  any  Director  or  Directors  or any  increase  in  the  number  of
Directors,  at  any  time  while the holders of  Preference  Stock  are
entitled  to elect two members of the Board of Directors as  aforesaid,
the  number of Directors in office who have been elected by either  the
holders of the Preference Stock as a class or the holders of the Common
Stock  as  a  class shall become less than the total number subject  to
election  by  such  respective classes, the  vacancy  or  vacancies  so
resulting may be filled by plurality vote of such respective classes of
stockholders  at a meeting thereof called for the purpose,  or  pending
such action, by the affirmative vote of a majority of the Directors  at
the  time  in  office who were elected by the vote  of  such  class  of
stockholders, although such Directors shall be less than  a  quorum  of
the Board of Directors, at a meeting called by any such Director in the
manner  provided in the Bylaws for the calling of special  meetings  of
the Board of Directors. During the continuance of such voting rights, a
Director elected by holders of the Preference Stock as a class  or  the
Common Stock as a class (or elected to fill a vacancy which might  have
been  so  filled) shall be subject to removal by majority vote  of  the
Preference  Stock  or  of the Common Stock at the time  outstanding  as
appropriate,  at  a  special meeting called for the  purpose,  but  not
otherwise.  A special meeting of stockholders to fill a vacancy  or  to
remove  a Director as last above provided may be called at any time  by
the holder or holders of record of shares entitled to cast at least  5%
of  the votes of the class of stock entitled to vote thereat or in such
other  manner as may be provided for in the Bylaws. The term of  office
of any officer of the Corporation shall terminate upon the election and
qualification of his successor; and such election may be  held  at  any
meeting  of  the  Board of Directors following any special  meeting  of
stockholders held upon the accrual or termination of the voting  rights
of  the  holders  of the Preference Stock to elect two members  of  the
Board  of  Directors so that new Directors elected at any such  special
meeting  of  stockholders shall be empowered to choose new officers  of
the Corporation or any thereof in their discretion.

   On  all  matters  as to which no voting power is  conferred  on  the
Preference Stock by this Article VI or by the resolution of  the  Board
of  Directors  establishing such series as  to  which  a  vote  of  the
Preference  Stock is mandatorily required by the laws of the  State  of
Texas, the authorization of such matter by the Preference Stock may  be
granted  by  the vote of the holders of shares of the Preference  Stock
then  outstanding having a majority of the votes (as fixed pursuant  to
Paragraph 8(g) above) entitled to be cast by the Preference Stock.

                 DIFFERENT SERIES OF PREFERENCE STOCK.

   13a.  $1.75 Dividend Preference Stock, without par value.  6,000,000
shares of authorized stock classified as Preference Stock, without  par
value,  as  provided  in  Paragraph A of Article  VI  of  the  Restated
Articles  of  Incorporation shall constitute  a  series  of  Preference
Stock,  without  par  value,  and  are designated  as  "$1.75  Dividend
Preference  Stock, without par value"; the fixed dividend rate  on  the
shares  of  such series is $1.75 per share per annum and such dividends
are  cumulative from the date of original issue with the first dividend
payable  September  15,  1993; such shares  are  subject  to  mandatory
redemption in full on June 15, 2000 and the fixed redemption  price  on
the  shares of such series for such mandatory redemption, is $25.00 per
share.  No  shares of the $1.75 Dividend Preference Stock, without  par
value,  may  be  redeemed in whole or in part prior  to  the  date  for
mandatory redemption.

   The fixed liquidation-price for the shares of such series is $25
per share.

   The $1.75 Dividend Preference Stock, without par value, has no
exchange or conversion rights.

   The   amount  of  consideration  received  by  the  Corporation  for
issuance  of  the $1.75 Dividend Preference Stock, without  par  value,
that  exceeds $25.00 per share, if any, shall be allocated  to  capital
surplus,  the balance to constitute stated capital. A vote of 25/100ths
per  share  is hereby fixed for each share of $1.75 Dividend Preference
Stock, without par value on such matters, and only such matters  as  to
which the shares of such series are entitled to vote under the Restated
Articles of Incorporation.

                           THE COMMON STOCK.

   14.  Dividends on Common Stock. Dividends may be paid on the  Common
Stock  to the exclusion of both classes of the Preferred Stock and  the
class  of  Preference  Stock  out  of any  assets  of  the  Corporation
available for dividends on the Common Stock; provided, however, that so
long as any shares of either class of Preferred Stock or any shares  of
the  class  of  Preference Stock shall be outstanding, the  Corporation
shall  not declare or pay any dividend or make any distribution to  the
holders  of the Common Stock (other than a dividend payable  in  Common
Stock  of the Corporation), or purchase or acquire or otherwise  retire
for  a consideration (otherwise than from the proceeds of new financing
from  the issuance and sale of any shares of any class of stock of  the
Corporation ranking junior to both classes of Preferred Stock  and  the
class  of  Preference  Stock) any shares of its Common  Stock  (such  a
dividend,  distribution,  purchase, acquisition,  or  retirement  being
hereinafter  referred to as "Common Stock Dividend"), if the  aggregate
amount  of  all  Common  Stock Dividends so  paid,  distributed  and/or
applied after May 31, 1958, would exceed in the aggregate either

        (a)  the  net income of the Corporation available for dividends
     on its Common Stock, or

        (b)  75%  of  the net income of the Corporation  available  for
     dividends on its Common Stock if, after giving effect thereto, the
     aggregate of the following: (1) Common Capital Stock Account,  (2)
     Earned  Surplus Account, and (3) Capital Surplus Account, is  less
     than  25%  of  the aggregate of (a) the principal amount  of  then
     outstanding  debt, (b) Preferred Capital Stock Account  (excluding
     Premiums   and   Assessments  on  Capital  Stock  Accounts),   (c)
     Preference   Capital   Stock  Account  (excluding   Premiums   and
     Assessments  on Capital Stock Accounts), (d) Common Capital  Stock
     Account,  (e)  Earned  Surplus Account, and  (f)  Capital  Surplus
     Account,  as  such  Accounts were defined  or  prescribed  by  the
     Federal Power Act or Regulations thereunder in effect on June  30,
     1944.

   Net  income of the Corporation available for dividends on its Common
Stock for the purpose of this Paragraph 14 Shall mean the aggregate  of
$28,262,987.53  and  the  sum of operating  revenues  and  nonoperating
income--net  of the Corporation from May 31, 1958 to and including  the
second  calendar month preceding the date (hereinafter referred  to  as
the  "Declaration  Date")  on which the Directors  of  the  Corporation
consider the declaration or making of a Common Stock Dividend, less:

        (1)  All  proper  deductions  for  such  period  for  operating
     expenses (including maintenance), depreciation (which shall not be
     less  than  15% of the total operating revenues of the Corporation
     after deducting from such operating revenues the cost of purchased
     power  of  the Corporation, less the aggregate of all expenditures
     made  by  the  Corporation for maintenance  and  repairs),  taxes,
     interest  charges, and other income deductions (including  amounts
     charged   against  income  for  amortization  of   utility   plant
     acquisition  adjustments) and such other deductions,  if  any,  as
     shall be determined in accordance with such system of accounts  as
     may  be prescribed by governmental authorities having jurisdiction
     in  the  premises  or  in the absence thereof in  accordance  with
     recognized accounting practice applicable to companies engaged  in
     a business similar to that of the Corporation; and

        (2)  An  amount  equal to dividends accrued  on  all  Preferred
     Stock  of the Corporation from March 15, 1958 through the  current
     quarterly  dividend  period  during  which  the  Declaration  Date
     occurs; and

        (3)  An  amount  equal to dividends accrued on  all  Preference
     Stock  of  the Corporation from June 15, 1980 through the  current
     quarterly  dividend  period  during  which  the  Declaration  Date
     occurs;

provided that in computing the amount of such net income available  for
dividends no adjustment or deduction shall be made for or on account of
(i)  any  profits  realized or losses sustained  in  the  sale  of  any
investment securities, property or other capital assets, or taxes on or
in respect of any such profits, (ii) any change in the book value of or
any  appreciation or depreciation in the value of any assets  owned  by
the  Corporation for any reason whatsoever (other than depreciation  on
the books or on the basis stated above, whichever is greater), or (iii)
dividends aggregating $2,511,824.66 paid on Preferred and Common Stocks
in June, 1958.

   15.  Distribution of Assets to the Common Stock. In the event of any
liquidation,  dissolution  or winding up of  the  Corporation,  or  any
reduction  or decrease of its capital stock resulting in a distribution
of assets to its Common Stockholders other than by way of dividends out
of  the  net  profits  or out of the surplus of the Corporation,  after
there  shall  have been paid to or set aside for the  holders  of  both
classes  of  Preferred Stock and the holders of the class of Preference
Stock  the  full  preferential amounts to which they  are  respectively
entitled  under the provisions of Paragraphs 3 and 10 of Section  E  of
this  Article VI, the holders of the Common Stock shall be entitled  to
receive,  pro  rata,  all of the remaining assets  of  the  Corporation
available for distribution to its stockholders. The Board of Directors,
by vote of a majority of the members thereof, may distribute in kind to
the   holders  of  the  Common  Stock  such  remaining  assets  of  the
Corporation or may sell, transfer or otherwise dispose of all or any of
the  remaining  property  and assets of the Corporation  to  any  other
corporation  and  receive payment therefor wholly  or  partly  in  cash
and/or in stock and/or in obligations of such corporation and may  sell
all  or  any part of the consideration received therefor and distribute
the balance thereof in kind to the holders of the Common Stock.

   16.  Voting Rights of the Common Stock. Subject to the voting rights
expressly  conferred  upon (i) Preferred Stock  by  the  provisions  of
Paragraphs  5  and  6  of  this Article VI, (ii)  Preference  Stock  by
provisions  of  Paragraphs  12 and 13 of this  Article  VI,  and  (iii)
Preferred  Stock--without  par value pursuant  to  Paragraph  l(g)  and
Preference  Stock  pursuant to Paragraph 8(g), holders  of  the  Common
Stock  shall  exclusively  possess voting power  for  the  election  of
directors and for all other purposes. Such holders are prohibited  from
cumulative  voting for the election of directors so that no  holder  of
Common  Stock  shall be permitted to cumulate his votes by  giving  one
candidate  as many votes as the number of such directors multiplied  by
his  shares  shall  equal, or by distributing such votes  on  the  same
principle among any number of candidates.

            PROVISIONS APPLICABLE TO ALL CLASSES OF STOCK.

   17.  Reserves. The Board of Directors shall have authority from time
to  time  to  set apart out of any assets of the Corporation  otherwise
available for dividends a reserve or reserves as working capital or for
any other proper purpose or purposes, and to reduce, abolish or add  to
any  such reserve or reserves from time to time as said Board may  deem
to  be  in  the  interests  of the Corporation;  and,  subject  to  the
provisions hereof, said Board shall likewise have power to determine in
its discretion what part of the assets of the Corporation available for
dividends  in excess of such reserve or reserves shall be  declared  as
dividends and paid to the stockholders of the Corporation.

   18.  Pre-emptive  Rights. No holder of any stock of the  Corporation
shall be entitled as of right to purchase or subscribe for any part  of
any unissued or treasury stock of the Corporation, or of any additional
stock  of  any  class  to be issued by reason of any  increase  of  the
authorized  capital stock of the Corporation or of bonds,  certificates
of  indebtedness, debentures or other securities convertible into stock
of  the Corporation or carrying a right to subscribe to or acquire  any
such  stock,  but  any  such unissued or treasury  stock  or  any  such
additional  authorized issue of new stock or of securities  convertible
into  stock  or  carrying a right to subscribe to or acquire  any  such
stock, may be issued and disposed of by the Board of Directors to  such
persons, firms, corporation or associations, and upon such terms as the
Board  of Directors may, in its discretion, determine, without offering
to  the stockholders then of record, or any class of stockholders,  any
thereof, on the same terms or on any terms.

   19.  Votes  Per Share, etc. Each holder of record of shares  of  any
class  of stock entitled to vote at any meeting of stockholders, or  of
holders of any class of stock or of one or more series thereof,  shall,
as  to all matters in respect of which such stock has voting power,  be
entitled  to  one vote per share, or the vote otherwise fixed  therefor
pursuant  to  Paragraph l(g) or 8(g) above, for each of the  shares  of
such stock standing in his name on the books of the Corporation at  the
time  of the meeting, or if a record of the stockholders shall be taken
for  the purposes of such meeting, as of the time of the taking of such
record; and may cast such vote in person or by written proxy. Except as
herein  otherwise expressly provided, or as may be mandatorily provided
by  the laws of Texas, a quorum of any class of stock or of one or more
series thereof entitled to vote as a class at any meeting shall consist
of shares of such class or such one or more series, as the case may be,
entitled  to cast a majority of the votes entitled to be cast  by  such
class or series, and a plurality vote of such quorum shall govern.

                             ARTICLE VII.

   The  Corporation may sell, lease or exchange all of its property and
franchises  upon  the consent of, and for such consideration  and  upon
such  terms as may be approved by, two-thirds of the Board of Directors
and  the  holders  of  a majority in number of the  outstanding  shares
entitled to vote (or if the consent of and approval by a larger  number
of  such shares shall at the time be required by the laws of the  State
of Texas or if other consent or approval shall at the time be required,
notwithstanding  the  above  agreement  of  the  stockholders  of   the
Corporation  to  the contrary, then upon such consent and  approval  so
required), expressed in writing or by vote of the stockholders  at  any
annual  or  special  meeting  called for that  purpose  in  the  manner
provided  by  the  Bylaws  of  the Corporation  for  such  meetings  of
stockholders.

      Upon  like vote, that is, the vote specified and defined  in  the
next  preceding  paragraph of this Article VII, all,  or  substantially
all, the property, franchises, rights and assets of the Corporation may
be  sold,  conveyed, assigned and transferred as an entirety to  a  new
company to be organized under the laws of the United States, the  State
of  Texas or of any other State of the United States for the purpose of
so  taking  over such property, franchises, rights and  assets  of  the
Corporation, with the same or a different authorized number  of  shares
of  stock, and with substantially the same preferences, voting  powers,
restrictions  and  qualifications thereof as may  then  attach  to  the
classes and series of stock of the Corporation then outstanding so  far
as  the same shall be consistent with such laws of the United States or
of  Texas or of such other State provided that the whole or any part of
such  stock or of any class thereof may be stock with a nominal or  par
value),  the  consideration for such sale  and  conveyance  to  be  the
assumption  by  such  new  company  of  all  of  the  then  outstanding
liabilities of the Corporation and the issuance and delivery by the new
company  of shares of stock (any or all thereof either with or  without
nominal  or  par value) of such new company of the several classes  and
series into which the stock of the Corporation is then divided equal in
number  to  the  number of shares of stock of the Corporation  of  said
several classes and series then outstanding. In the event of such  sale
each holder of stock of the Corporation agrees, so far as he may be  so
permitted by the laws of Texas, forthwith to surrender for cancellation
his certificate or certificates for shares of stock of the Corporation,
properly  endorsed, and to receive and accept in exchange therefor,  as
his  full and final distributive share of the proceeds of such sale and
conveyance and of the assets of the Corporation, a number of shares  of
stock  of the new company or the class and series corresponding to  the
class  and  series  of the shares surrendered equal in  number  to  the
shares of stock of the Corporation so surrendered, and in such event no
holder of any of the stock of the Corporation shall have any rights  or
interest  in or against the Corporation except the right upon surrender
of  his  certificates as aforesaid, properly endorsed, to receive  from
the  Corporation certificates for such shares of said  new  company  as
herein provided. Such new company may have all or any of the powers  of
the  Corporation, and the charter and bylaws of such  new  company  may
contain  all  or  any of the provisions contained in  the  Articles  of
Incorporation and Bylaws of the Corporation.

   Upon  the  like  vote,  the Corporation shall  have  power,  as  the
attorney  and agent of the holders of all of its outstanding stock,  to
sell,  assign  and  transfer all such stock to a new company  organized
under  the laws of the United States, the State of Texas, or any  other
State, and to receive as the consideration therefor shares of stock  of
such new company of the several classes and series into which the stock
of  the  Corporation is then divided equal in number to the  number  of
shares  of stock of the Corporation of said several classes and  series
then outstanding, such shares of said new company to have substantially
the  same  preferences, voting powers, restrictions and  qualifications
thereof  as may then attach to the classes and series of stock  of  the
Corporation  then  outstanding so far as the same shall  be  consistent
with  such  laws  of the United States or of Texas, or  of  such  other
State,  except that the whole or any part of such stock  or  any  class
thereof may be stock with or without par value.

   In  order  to  make effective such a sale, assignment and  transfer,
the  Corporation  shall have the right to transfer all its  outstanding
stock  on  its books and to issue and deliver new certificates therefor
in  such  names and amounts as such new company may direct, whether  or
not  it  receives  for  cancellation the certificates  for  such  stock
previously issued and then outstanding.

    Upon  completion of such sale, assignment and transfer, the holders
of the stock of the Corporation shall have no rights or interests in or
against   the   Corporation,  except  the  right,  upon  surrender   of
certificates  for  stock  of  the Corporation,  properly  endorsed,  to
receive  from the Corporation certificates for shares of stock of  such
new  company of the class and series substantially corresponding to the
class  and  series  of the surrendered shares equal in  number  to  the
number of shares of stock of the Corporation so surrendered.

                             ARTICLE VIII

    Upon the written consent or the votes of the holders of shares  of
stock  then outstanding which are entitled to cast a majority  of  the
votes  entitled  to  be voted, notwithstanding any contrary  provision
which may at the time be contained in these Articles of Incorporation,
except  as otherwise expressly provided in, or by resolution  pursuant
to,  Article  VI  in  respect of Preferred Stock  and  in  respect  of
Preference  Stock,  (1) any or every statute of  the  State  of  Texas
hereafter  enacted, whereby the rights, powers or  privileges  of  the
stockholders of corporations organized under the general laws of  said
State  are  increased, diminished, or in any way affected  or  whereby
effect  is given to the action taken by any part less than all of  the
stockholders  of any such corporation, shall apply to the Corporation,
and  shall  be  binding not only upon the Corporation but  upon  every
stockholder thereof to the same extent as if such statute had been  in
force  at  the  date  of  the making and filing  of  the  Articles  of
Incorporation,   and/or   (2)   amendments   to   said   Articles   of
Incorporation, authorized by the then existing laws of Texas,  may  be
made.

                              ARTICLE IX.

The Corporation shall indemnify Directors, officers, employees, agents,
nominees  and  designees of the Corporation and purchase  and  maintain
liability  insurance  for  them as, and  to  the  extent  permitted  or
required  by  law  and provided for by the Bylaws of  the  Corporation,
general or specific action of the Board of Directors, or contract.

                              ARTICLE X.

   A  Director  of  the  Corporation shall  not  be  liable  to  the
Corporation or its shareholders for monetary damages for an  act  or
omission in the Director's capacity as a Director, except for:

   1. a breach of a Director's duty of loyalty to the Corporation or
its shareholders;

   2.  an  act  or  omission  not in good  faith  or  that  involves
intentional misconduct or a knowing violation of the law;

   3.  a  transaction  from which a Director  received  an  improper
benefit,  whether or not the benefit resulted from an  action  taken
within the scope of the Director's office;

   4. an act or omission for which the liability of a Director is
expressly provided for by statute; or

   5. an act related to an unlawful stock repurchase or payment of a
dividend.

   This  Article  shall apply with respect to any  act  or  omission
occurring on or after August 31, 1987. Any repeal or modification of
this  Article  by  the  shareholders of  the  Corporation  shall  be
prospective  only, and shall not adversely affect any limitation  on
the personal liability of a Director of the Corporation existing  at
the time of such repeal or repeal or modification.

   If  the  law  of  the  State  of Texas is  amended  hereafter  to
authorize the further elimination or limitation of the liability  of
Directors, then the liability of a Director of the Corporation shall
automatically  be  eliminated  or  limited  to  the  fullest  extent
authorized by the law of the State of Texas, as so amended.

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