UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

     For the fiscal year ended:                   Commission File Number:
     --------------------------                   ------------------------
          January 1, 2000                                 01-07284

                    B A L D O R  E L E C T R I C  C O M P A N Y
                    -------------------------------------------
             (Exact name of registrant as specified in its charter)

            Missouri                                    43-0168840
            --------                                    ----------
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    Identification No.)

5711 R. S. Boreham, Jr. St, Fort Smith, Arkansas  72908         (501) 646-4711
-------------------------------------------------------          --------------
(Address of principal executive offices)      (Zip Code)      (Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange on
   Title of Each Class                                     which registered
   -------------------                                     ----------------
Common Stock, $0.10 Par Value                          New York Stock Exchange
Common Stock Purchase Rights                           New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No

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

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant based on the closing price on February 29, 2000, was $391,956,517.

At February 29, 2000, there were 34,110,183  shares of the  registrant's  common
stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders  for the fiscal year ended January
1, 2000 (the "Annual Report to  Shareholders  for 1999"),  are  incorporated  by
reference into Part II.

Portions of the Proxy  Statement for the Annual  Meeting of  Shareholders  to be
held April 29, 2000 (the "2000 Proxy Statement"),  are incorporated by reference
into Parts I and III.


<PAGE>


PART I

Item 1.    Business

Baldor Electric Company ("Baldor" or the "Company") was incorporated in Missouri
in 1920. The Company operates in one industry segment which includes the design,
manufacture, and sale of electric motors and drives and related products. Baldor
has made several  small  acquisitions;  however,  the majority of its growth has
come internally through broadening its markets and product lines.

Products

The AC motor product and controls line presently  ranges in size from 1/50 up to
1200  horsepower.  The DC motor product line presently  ranges from 1/50 through
700 horsepower.  The adjustable  speed controls product line ranges from 1/50 to
1000  horsepower.  The  Company's  industrial  control  products  include  servo
products, DC controls,  position controls,  and inverter and vector drives. With
these  products,  the Company  provides its  customers the ability to purchase a
"Drive" from one  manufacturer.  Baldor defines a "Drive" as an industrial motor
and an electronic  control.  Sales of  industrial  electric  motors  represented
approximately 79% of the Company's business in 1999 and 76% in each of the years
1998 and 1997. The bulk of the remaining sales are the results of sales from the
drives product line. In addition to electric motors and drive products, Baldor's
other  product  lines  include speed  reducers,  industrial  grinders,  buffers,
polishing lathes, stampings, castings, and repair parts.

Baldor's motors and drives are designed,  manufactured, and marketed for general
purpose uses ("stock  products") and for individual  customer  requirements  and
specifications   ("custom   products").    Stock   product   sales   represented
approximately  63% of sales for each of the years  1999,  1998,  and 1997.  Most
stock  product  sales are to  customers  who place  their  orders for  immediate
shipment from current  inventory.  Custom products  generally are shipped within
three  weeks  from the date of order.  Because of these and other  factors,  the
Company does not believe that its backlog  represents an accurate  indication of
future shipments.

Sales and Marketing

The products of the Company are  marketed  throughout  the United  States and in
more  than  60  foreign  countries.  The  Company's  field  sales  organization,
comprised  of  independent  manufacturer's  representatives  and  Company  sales
offices,  consists of more than 51 groups,  including 40 in North  America.  The
remainder of the  Company's  representatives  is located in various parts of the
world including Europe, Latin America, Australia, and the Far East.

Custom products and stock products are sold to original equipment  manufacturers
("OEMs") . Stock products are also sold to independent  distributors for resale,
often  as  replacement   components  in  industrial  machinery  which  is  being
modernized or upgraded for improved performance.

No single customer accounted for more than 5% of sales;  therefore,  the Company
does not  believe  that the loss of any  single  customer  would have a material
effect on its total business.


<PAGE>


Competition

The Company faces  substantial  competition  in the sales of its products in all
markets  served.  Some of the  Company's  competitors  are larger in size or are
divisions  of  large  diversified   companies  and  have  substantially  greater
financial  resources.  The Company  competes by providing its  customers  better
value through  product  quality and  efficiency  and better  services  including
availability,  shorter lead-times,  on-time delivery,  product  literature,  and
training.

The  Company  is not aware of any  industry-wide  statistics  from  which it can
precisely  determine  its relative  position in the  industrial  electric  motor
industry.  In the United States certain  industry  statistics are available from
the  U.S.  Department  of  Commerce  and  the  National  Electric  Manufacturers
Association.  However, these sources do not include all competitors or all sizes
of motors.  The Company believes that it is a significant  factor in the markets
it serves and that its share of the market has  increased  over the past several
years.

Manufacturing

The Company  manufactures many of the components used in its products  including
laminations,  motor hardware,  and aluminum die castings.  Manufacturing many of
its own  components  permits the Company to better  manage  cost,  quality,  and
availability.  In addition to the  manufacturing  of  components,  the Company's
motor manufacturing operations include machining,  welding, winding, assembling,
and finishing operations.

The raw  materials  necessary  for the Company's  manufacturing  operations  are
available from several sources. These materials include steel, copper wire, gray
iron castings,  aluminum, and insulating materials,  many of which are purchased
from more than one supplier.  The Company believes that alternative  sources are
available for such materials.

Research and Engineering

The Company's design and development of electric motors and drives includes both
the development of products which extend the product lines and the  modification
of  existing   products  to  meet  new  application   requirements.   Additional
development work is done to improve  production  methods.  Costs associated with
research, new product development, and product and cost improvements are treated
as expenses when incurred and amounted to  $24,881,000  in 1999,  $25,300,000 in
1998, and $22,900,000 in 1997.

Environment

Compliance with laws relating to the discharge of materials into the environment
or  otherwise  relating  to the  protection  of the  environment  has  not had a
material effect on capital expenditures,  earnings, or the financial position of
the Company and is not expected to have such an effect.

Employees

As of January 1, 2000, the Company had 3,854 employees.


<PAGE>


Executive Officers of the Registrant

Information  regarding executive officers is contained in Part III, Item 10, and
incorporated herein by reference.

International Operations

Sales from  international  operations  (foreign  affiliates  and  exports)  were
approximately  14% of total  sales in 1999 and 15% of total  sales  for 1998 and
1997. See also Note H on page 24 of the Annual Report to Shareholders for 1999.

The  Company's  products  are  distributed  in more than 60  foreign  countries,
principally in Canada,  Europe,  Australia,  the Far East, and Latin America. In
April 1997,  the Company  acquired the  UK-based  Optimised  Control  Ltd.  This
wholly-owned  affiliate  has  sales  offices  in New  Zealand  and  the UK and a
development  facility and a manufacturing  facility in the UK. The Baldor Europe
group of companies has sales offices in  Switzerland,  Germany,  Italy,  and the
United Kingdom,  and development and  manufacturing  operations in Germany.  The
Company owns majority  interests in Australian  Baldor Pty.  Limited,  which has
locations in Sydney and Melbourne.  The Company wholly owns Baldor Electric (Far
East) Pte. Ltd.,  located in Singapore,  and in the last two years,  the Company
has opened sales offices in Taiwan, Japan, and the Philippines. The Company also
wholly owns Baldor de Mexico, S.A. de C.V., located in Leon, Mexico.

The Company believes that it is in a position to act on global  opportunities as
they become available. The Company also believes that there are additional risks
attendant  to  international  operations  including  currency  fluctuations  and
possible  restrictions on the movement of funds.  However,  these risks have not
had a significant adverse effect on the Company's business.


<PAGE>


Item 2.  Properties

The Company believes that its facilities, including equipment and machinery, are
in good condition,  suitable for current operations,  adequately  maintained and
insured, and capable of sufficient  additional  production levels. The following
table contains information with respect to the Company's properties.
                                                                        AREA
LOCATION                  PRIMARY USE                                 (SQ.FT.)
--------                  -----------                                ----------

Fort Smith, AR           AC motor production                           298,150
                         Distribution   and  service
                         center                                        208,000
                         Administration and engineering offices         70,950
                         Aluminum die casting                           79,330
                         Drives production center                      162,000

St. Louis County, MO     Metal stamping and engineering toolroom       108,560
                         DC and miscellaneous motor production          78,825

Columbus, MS             AC motor production                           156,000

Westville, OK            AC and DC motor production                    207,250

Fort Mill, SC            DC motor, AC motor                            108,000
                         and tachometer production

Clarksville, AR          Subfractional motor, gear motor,             *165,735
                         and worm-gear speed reducer production

Ozark, AR                AC motor production                            84,070

Four other               Metal stamping and motor, drives,
domestic locations       and servomotor production                     133,158

Ten foreign              Sales and distribution centers
locations                and servodrive production                      84,200
                                                                     ---------
                                                                     1,944,228

Certain  properties listed above (*165,735 sq. ft. in the aggregate) are leased,
principally pursuant to Industrial Revenue Bond agreements,  and where material,
are accounted for as capitalized  lease  obligations.  Certain lease  agreements
contain  purchase  options at varying prices and/or  renewal  options at reduced
rentals  for  extended  additional  periods.  The  Company  also  has  available
approximately 350,000 sq. ft. of space available for expansion.

Item 3.  Legal Proceedings

The  Company  is party  to a  number  of  legal  proceedings  incidental  to its
business, none of which is deemed to be material to its operations or business.

Item 4.  Submission of Matters to a Vote of Security Holders

Not applicable.


<PAGE>


PART II

Item 5.  Market for the Registrant's Common Equity and Related
         Shareholder Matters


Information under the captions "Ticker",  "Dividends paid", "Common stock price
range",  and  "Shareholders" on page 29 of the Annual Report to Shareholders for
1999 is incorporated herein by reference.

Item 6.  Selected Financial Data

Information  concerning  net  sales,  net  earnings,  net  earnings  per  share,
dividends per share, long-term obligations, and total assets for the years ended
1995  through  1999 is  contained  under the  caption  "Eleven-Year  Summary  of
Financial Data" on page 14 of the Annual Report to Shareholders for 1999 and is
incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Information  under  the  captions  "Management's   Discussion  and  Analysis  of
Financial  Condition"  and  "Results  of  Operations"  on pages 16 and 17 of the
Annual Report to Shareholders for 1999 is incorporated herein by reference.

Item 7a.   Quantitative and Qualitative Disclosure about Market Risk

Information  under the sub-caption  "Market Risk" of the captions  "Management's
Discussion  and Analysis of Financial  Condition" and "Results of Operations" on
page 17 of the Annual Report to Shareholders for 1999 is incorporated  herein by
reference.

Item 8.  Financial Statements and Supplementary Data

The consolidated  financial statements of the Company and related notes on pages
18 through 26, the "Report of Ernst & Young LLP,  Independent  Auditors" on page
27, and the "Summary of Quarterly Results of Operations  (Unaudited)" on page 19
of the  Annual  Report  to  Shareholders  for 1999 are  incorporated  herein  by
reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure

None.


<PAGE>


PART III

Item 10.  Directors and Executive Officers of the Registrant

Information contained in the 2000 Proxy Statement under the caption "Proposal 1-
Election  of  Directors"  is  incorporated  herein  by  reference.  The  current
executive  officers  of the  Company,  each of whom is elected for a term of one
year or until his successor is elected and qualified, are:

                                                                    Served as
                                                                     Officer
Name                        Age    Position                           Since
----                        ---    --------                           -----

R. S. Boreham, Jr.          75     Chairman                            1961

R. L. Qualls                66     Vice Chairman                       1986

John A. McFarland           48     President and                       1990
                                   Chief Executive Officer

Charles H. Cramer           55     Vice President - Personnel          1984

Lloyd G. Davis              52     Executive Vice President,           1992
                                   Chief Operating Officer, and
                                   Secretary

Ronald E. Tucker            42     Chief Financial Officer and         1997
                                   Treasurer

Gene J. Hagedorn            52     Vice President - Materials          1994

James R. Kimzey             61     Executive Vice President -          1984
                                   Research and Reliability

Randy L. Colip              40     Vice President - Sales              1997

Jerry D. Peerbolte          43     Vice President - Marketing          1990

Randal G. Waltman           50     Vice President - Motor              1997
                                   Engineering and Operations

John L. Peeples, III        47     Vice President - International      1998

Eddie L. Holderfield, Sr.   60     Vice President - Fort Smith         1999
                                   Motor Manufacturing

Each of the  executive  officers  has served as an  officer  or in a  management
capacity  with  the  Company  for the  last  five  years.  There  are no  family
relationships among the directors or executive officers.


<PAGE>


Item 11.  Executive Compensation

Information  contained in the 2000 Proxy Statement under the caption  "Executive
Compensation",  except for the information contained in the sub-captions "Report
of the Board of Directors on Executive  Compensation" and "Performance Graph" is
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The  security  ownership by officers and  directors  included  under the caption
"Security  Ownership of Certain  Beneficial  Owners and  Management" of the 2000
Proxy Statement is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

None.


<PAGE>


PART IV

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

(a)      (1) The following  consolidated financial statements of Baldor Electric
         Company  and  its   affiliates,   included  in  the  Annual  Report  to
         Shareholders  for 1999, are incorporated by reference in Item 8 of this
         Report:

o        Consolidated Balance Sheets
              - January 1, 2000 and January 2, 1999

o        Consolidated Statements of Earnings
              - for each of the three years in the period ending January 1, 2000

o        Consolidated Statements of Cash Flows
              - for each of the three years in the period ending January 1, 2000

o        Consolidated Statements of Shareholders' Equity
              - for each of the three years in the period ending January 1, 2000

o        Notes for Consolidated Financial Statements

     (2) The  following  consolidated  financial  statement  schedule  of Baldor
         Electric  Company and its  affiliates is included in Item 14(d) of this
         Report:

o        Schedule II  Valuation and Qualifying Accounts

         All other  schedules  for  which  provision  is made in the  applicable
         accounting  regulations of the  Securities and Exchange  Commission are
         not required under the related instructions or are inapplicable.

     (3) See Exhibit Index at page 13 of this Report.

(b)  Reports on Form 8-K

     No  reports  on Form 8-K have been  filed  during  the last  quarter of the
     period covered by this Report.

(c)  Exhibits

     See Exhibit Index at page 13 of this Report.

(d)  Financial Statement Schedules

     The response to this portion of Item 14 is submitted as a separate  section
     of this Report at page 12 hereof.


<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                       BALDOR ELECTRIC COMPANY
                                             (Registrant)



                                        By   /s/     R. S. Boreham, Jr.
                                        -----------------------------
                                                 Chairman
                                        (Principal Executive Officer)





Date:  March 24, 2000



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  R. S.  Boreham,  Jr.,  R.  L.  Qualls,  and  John A.
McFarland,  and each of them, his true and lawful  attorneys-in-fact and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead, in any and all capacities,  to sign this Report and any and all
amendments to this Report, and to file the same, with all exhibits thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully to all intents and  purposes as
they might or could do in person,  hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


<PAGE>


Signature                         Title                           Date
---------                         -----                           ----

/s/    R. S. Boreham, Jr.         Chairman and                    March 24, 2000
------------------------------
       R. S. Boreham, Jr.         Director

/s/    R. L. Qualls               Vice Chairman and               March 24, 2000
------------------------------
       R. L. Qualls               Director

/s/    John A. McFarland          President,                      March 24, 2000
------------------------------
       John A. McFarland          Chief Executive Officer, and
                                  Director
                                  (Principal Executive Officer)

/s/    Lloyd G. Davis             Executive Vice President,       March 24, 2000
------------------------------
       Lloyd G. Davis             Chief Operating Officer, and
                                  Secretary

/s/    Ronald E. Tucker           Chief Financial Officer and     March 24, 2000
------------------------------
       Ronald E. Tucker           Treasurer
                                  (Principal Financial Officer)

/s/    Jefferson W. Asher, Jr.    Director                        March 24, 2000
------------------------------
       Jefferson W. Asher, Jr.

/s/    Fred C. Ballman            Director                        March 24, 2000
------------------------------
       Fred C. Ballman

/s/    O. A. Baumann              Director                        March 24, 2000
------------------------------
       O. A. Baumann

/s/    Richard E. Jaudes          Director                        March 24, 2000
------------------------------
       Richard E. Jaudes

/s/    Robert J. Messey           Director                        March 24, 2000
------------------------------
       Robert J. Messey

/s/    Robert L. Proost           Director                        March 24, 2000
------------------------------
       Robert L. Proost


<PAGE>
<TABLE>


                     BALDOR ELECTRIC COMPANY AND AFFILIATES

                                   SCHEDULE II

                        VALUATION AND QUALIFYING ACCOUNTS
<CAPTION>



Column A              Column B                   Column C                  Column D              Column E
--------              --------                   --------                  --------              --------

                                              Additions
                                     Charged to         Charged to
                      Balance at          Costs              Other                               Balance
                      Beginning            and            Accounts          Additions          at End of
Description           of Period        Expenses           Describe           Describe             Period
-----------           ---------        --------           --------           --------             ------
                                            (In thousands)

<S>               <C>            <C>                 <C>                   <C>              <C>
Deducted from current assets:
    Allowance for doubtful accounts

1999              $4,350         $ 568               $ 568(A)              $   0            $4,350
1998               3,525           511                 206(A)                520(C)          4,350
1997               3,200           509                 184(A)                                3,525


Included in current liabilities:
    Anticipated warranty costs

1999              $5,925         $    0                                                     $5,925
1998               5,200            725(B)                                                   5,925
1997               4,500            700(B)                                                   5,200

</TABLE>

(A)  Net uncollectible accounts written off during year.

(B)  Additions  to reserve  for  anticipated  warranty  costs,  net of expenses
     incurred.

(C)  Additions to reserve for acquisition, net of expenses incurred.



<PAGE>


                     BALDOR ELECTRIC COMPANY AND AFFILIATES

                                INDEX OF EXHIBITS




Exhibit No.       Description

3(i)              * Articles  of  Incorporation  (as  restated  and  amended) of
                  Baldor  Electric  Company,  effective  May 2,  1998,  filed as
                  Exhibit 3(i) to the  Registrant's  Current Report on Form 10-Q
                  for the quarter ended July 4, 1998.

3(ii)             * Bylaws of Baldor Electric Company (as restated and amended),
                  dated  August  2,  1999,   filed  as  Exhibit   3(ii)  to  the
                  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended October 2, 1999.

4(i)              * Rights Agreement, dated May 6, 1998, between Baldor Electric
                  Company and Wachovia Bank of North  Carolina,  N.A.  (formerly
                  Wachovia  Bank  &  Trust  Company,  N.A.),  as  Rights  Agent,
                  originally  filed as  Exhibit  1 to the  Registrant's  Current
                  Report on Form 8-K dated May 13, 1988,  and refiled as Exhibit
                  4(i) to the  Registrant's  Annual  Report on Form 10-K for the
                  year ended December 31, 1994.

4(ii)             * Amendment Number 1 to the Rights  Agreement,  dated February
                  5, 1996, filed as Exhibit 2 to the  Registrant's  Registration
                  Statement on Form 8-A/A dated March 21, 1996.

4(iii)            * Amendment  Number 2 to the Rights  Agreement,  dated June 1,
                  1999, filed as Exhibit 4(i)(c) to the  Registrant's  Quarterly
                  Report on Form 10-Q for the quarter ended July 3, 1999.

10(i)             * + 1982  Incentive  Stock  Option Plan,  originally  filed as
                  Exhibit 10.8 to the  Registrant's  Annual  Report on Form 10-K
                  for year ended  December 31, 1981,  refiled as Exhibit 10.1 to
                  the Registrant's Annual Report on Form 10-K for the year ended
                  December 28, 1991.

10(ii)            * + Officers  Compensation  Plan,  originally filed as Exhibit
                  10.6 to the  Registrant's  Annual Report on Form 10-K for year
                  ended December 31, 1988, and refiled as Exhibit  10(iii)(A)(2)
                  to the  Registrant's  Annual  Report on Form 10-K for the year
                  ended December 31, 1994.

10(iii)           * + 1987 Incentive Stock Plan,  originally filed as Appendix A
                  to  Registrant's  Proxy  Statement  dated  April 3, 1987,  and
                  refiled as Exhibit  10(iii)(A)(3) to the  Registrant's  Annual
                  Report on Form 10-K for the year ended December 31, 1994.


                            (continued on next page)


<PAGE>


                     BALDOR ELECTRIC COMPANY AND AFFILIATES

                                INDEX OF EXHIBITS

                         (continued from previous page)


Exhibit No.       Description

10(iv)     * +    1989 Stock Option Plan for  Non-Employee  Directors,  as
                  restated and amended at the Board of  Directors  Meeting on
                  August  10,  1998,  filed as Exhibit  10(iii)A.2 to the
                  Registrant's  Quarterly Report on Form 10-Q for the quarter
                  ended July 4, 1998.

10(v)      * +    1994 Incentive  Stock Option Plan, as restated and amended
                  at the  Company's  Annual  Meeting  on May 2,  1998,  filed as
                  Exhibit  10(iii)A.1 to the  Registrant's  Quarterly  Report on
                  Form 10-Q for the quarter ended July 4, 1998.

10(vi)     * +    1996 Stock Option Plan for  Non-Employee  Directors,  as
                  restated  and amended at the Board of  Directors  Meeting on
                  August 10,  1998, filed as Exhibit 10(iii)A.3 to the
                  Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended July 4, 1998.

11                Computation of Earnings Per Share,  incorporated by reference
                  in Note J of the Annual Report to Shareholders for 1999
                  filed as Exhibit 13.

13                Portions of the Annual Report to  Shareholders  for 1999.
                  The Annual Report is being filed as an exhibit  solely for
                  the  purpose  of  incorporating  certain  provisions  thereof
                  by  reference.  Portions  of  the  Annual  Report  not
                  specifically incorporated are not deemed "filed" for the
                  purposes of the Securities Exchange Act of 1934, as amended.

21                Affiliates of the Registrant.

23                Consent of Independent Auditors.

24                Powers of Attorney (set forth on signature page hereto).

27                Financial Data Schedule.

The Registrant agrees to furnish to the Securities and Exchange Commission, upon
request,  pursuant to Item  601(b)(iii) of Regulation S-K, copies of instruments
defining the rights of the holders of long-term  debt of the  Registrant and its
consolidated affiliates.

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

           *      Previously filed.

           +      Management contract or compensatory plan or arrangement.



<PAGE>