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


                                   FORM 10-Q




                    QUARTERLY REPORT PURSUANT TO SECTION 13
                    OF THE SECURITIES EXCHANGE ACT OF 1934



                 For the Quarterly Period Ended March 29, 1997
                        Commission file number 1-11793



                             THE DIAL CORPORATION
            (Exact Name of Registrant as Specified in its Charter)



     DELAWARE                                                       51-0374887
(State  or  Other  Jurisdiction  of                           (I.R.S. Employer
Incorporation  or  Organization)                           Identification No.)

1850  NORTH  CENTRAL  AVENUE
     PHOENIX,  ARIZONA                                              85004-4525
(Address  of  Principal  Executive  Offices)                        (Zip Code)

Registrant's  Telephone  Number,  Including  Area  Code  (602)  207-2800

Indicate  by  check mark whether the registrant (1) has filed all Exchange Act
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
                    -----------                                -----------

The number of shares of Common Stock, $.01 par value, outstanding as the close
of  business  on  March  29,  1997  was  95,960,856.

<PAGE>
<TABLE>

<CAPTION>

PART  I.    FINANCIAL  INFORMATION
ITEM  1.    FINANCIAL  STATEMENTS

                              THE DIAL CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                 (000 omitted)


<S>                                                 <C>          <C>

                                                    March 29,     December 28,
                                                       1997            1996 
                                                    -----------  --------------
ASSETS
Current Assets:
  Cash and cash equivalents                         $    5,672   $      14,102 
  Receivables, less allowance of $4,153 and $3,170      26,153          28,689 
  Inventories                                          128,453         139,492 
  Deferred income taxes                                 53,593          61,379 
  Other current assets                                   1,543           4,119 
                                                    -----------  --------------

     Total current assets                              215,414         247,781 

Property and equipment, net                            227,333         226,551 
Deferred income taxes                                   63,840          63,918 
Intangibles                                            323,653         325,739 
Other assets                                             2,100           2,137 
                                                    -----------  --------------

                                                    $  832,340   $     866,126 
                                                    ===========  ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Trade accounts payable                            $   64,722   $      91,341 
  Income taxes payable                                   8,348           7,188 
  Other current liabilities                             95,718         108,145 
                                                    -----------  --------------

     Total current liabilities                         168,788         206,674 

Long-term debt                                         258,682         269,515 
Pension and other employee benefits                    241,320         233,306 
Other liabilities                                        9,212          15,974 
                                                    -----------  --------------
     Total liabilities                                 678,002         725,469 
                                                    -----------  --------------

Shareholders' Equity
  Common stock, $.01 par value, 300,000,000 shares
  authorized, 96,026,735 shares issued                     960             956 
  Additional capital                                   261,440         247,209 
  Retained deficit                                      (9,205)        (20,308)
  Unearned employee benefits                           (97,166)        (87,129)
  Cumulative translation adjustment                       (817)            575 
  Treasury stock, 65,879 shares held                      (874)           (646)
                                                    -----------  --------------
     Total shareholders' equity                        154,338         140,657 
                                                    -----------  --------------

                                                    $  832,340   $     866,126 
                                                    ===========  ==============
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
<TABLE>

                             THE DIAL CORPORATION
                     STATEMENT OF CONSOLIDATED OPERATIONS
                     (000 omitted, except per share data)
<CAPTION>



<S>                                               <C>             <C>

                                                       Quarter Ended
                                                  ---------------------------             
                                                    March 29,     March  30,
                                                       1997          1996
                                                  --------------  -----------

Net sales                                         $      316,242  $   352,392
                                                  --------------  -----------

Costs and expenses:
   Cost of products sold                                 169,290      175,284
   Selling, general and administrative expenses          110,295      140,582
                                                  --------------  -----------

                                                         279,585      315,866
                                                  --------------  -----------

Operating income                                          36,657       36,526
                                                  --------------  -----------

Interest and other expenses                                7,666        4,787
                                                  --------------  -----------


Income before income taxes                                28,991       31,739
Income taxes                                              10,668       12,131
                                                  --------------  -----------

NET  INCOME                                       $       18,323  $    19,608
                                                  ==============  ===========

NET INCOME PER SHARE                              $         0.20
                                                  ==============             

Average outstanding common and equivalent shares          91,943
                                                  ==============             
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
<TABLE>

                               THE DIAL CORPORATION
                       STATEMENT OF CONSOLIDATED CASH FLOWS
                                   (000 omitted)
<CAPTION>



<S>                                                   <C>              <C>

                                                           Quarter Ended
                                                      ----------------------------             
                                                         March 29,     March 30,
                                                            1997          1996 
                                                      ---------------  -----------
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
Net income                                            $       18,323   $   19,608 
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation and amortization                                7,613        7,330 
  Deferred income taxes                                        7,864       (1,232)
  Change in operating assets and liabilities:
   Receivables                                                10,736       (1,099)
   Inventories                                                11,039       (5,457)
   Trade accounts payable                                    (26,619)       8,183 
   Other assets and liabilities, net                          (7,842)      (3,055)
                                                      ---------------  -----------

Net cash provided by operating activities                     21,114       24,278 
                                                      ---------------  -----------

CASH FLOWS PROVIDED (USED) BY INVESTING  ACTIVITIES:
Capital expenditures                                          (6,795)      (7,909)
                                                      ---------------  -----------

Net cash used by investing activities                         (6,795)      (7,909)
                                                      ---------------  -----------

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Net payments on long-term borrowings                         (10,833)      (3,003)
Net change in short-term bank loans                                            (8)
Dividends paid on common stock                                (7,220)
Cash proceeds from stock options                               3,504 
Net change in receivables sold                                (8,200)       1,209 
Cash transfers (to) from parent, net                                      (16,125)
                                                      ---------------  -----------
Net cash used by financing activities                        (22,749)     (17,927)
                                                      ---------------  -----------

Net decrease in cash and cash equivalents                     (8,430)      (1,558)
Cash and cash equivalents, beginning of year                  14,102        5,884 
                                                      ---------------  -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD              $        5,672   $    4,326 
                                                      ===============  ===========
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
                             THE DIAL CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  A.    BASIS  OF  PREPARATION

On  July  25,  1996,  the  Board  of  Directors  of The Dial Corp ("the Former
Parent")  declared  a dividend (the "Distribution" or "the spinoff") to effect
the  spinoff  of  its  Consumer  Products  Business.  The dividend was paid on
August  15,  1996,  to shareholders of record as of August 5, 1996.  Each Dial
shareholder  received  a  dividend  of  one  share of common stock of The Dial
Corporation  ("the Company"), which, after the Distribution, owns and operates
the  Consumer  Products  Business  previously  conducted by the Former Parent.
Concurrently  with the Distribution, the name of the Former Parent was changed
to  Viad  Corp.

The  Consolidated Financial Statements present the financial position, results
of  operations and cash flows of the divisions and subsidiaries comprising The
Dial  Corporation,  as  if  it  had  been  formed as a separate entity for all
periods presented.  Dial's historical cost basis of the assets and liabilities
have  been carried over to the new company. All material intercompany balances
and  transactions  among  the  entities  comprising  the  Company  have  been
eliminated.

Net  income  (loss) per common share is computed by dividing net income (loss)
by  the  weighted  average number of common shares outstanding during the year
after  giving  effect  to stock options considered to be dilutive common stock
equivalents.      Fully  diluted  net  income  (loss)  per common share is not
materially  different  from primary net income (loss) per common share.    The
average  outstanding  and  equivalent shares do not include shares held by the
Employee  Equity  Trust  (the  "Trust").    Shares  held  by the Trust are not
considered  outstanding for net income (loss) per share calculations until the
shares  are  released  from  the  Trust.

Per  share  information  is not presented for the quarter ended March 30, 1996
because  the  Company  was  not  a  publicly  held company during such period.
Income  (loss) per share is presented for 1997, as the Company's common shares
were  issued  on  August  15,  1996.      Accounting  policies utilized in the
preparation  of  these  financial statements are the same as set forth in  the
Company's  annual  financial  statements  except  as  modified  for  interim
accounting  policies,  which are within the guidelines set forth in Accounting
Principles  Board  Opinion  No.  28,  "Interim  Financial  Reporting."

At  March  29,  1997,  there were 96,026,735 shares of common stock issued and
90,290,038  shares  outstanding.    At March 29, 1997, a total of 5,670,818 of
the  outstanding  shares  were  held  by  The Dial Corporation Employee Equity
Trust,  and  65,879  shares  were  held  in  treasury  by  the  Company.

In  addition  to  common  stock, the Company is authorized to issue 10,000,000
shares  of  preferred  stock,   par value of $.01 per share, none of which has
been  issued.

In  March  1997,  the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128"),
which  is  effective  for  financial  statements  for  both interim and annual
periods  ending  after  December 15, 1997.  Early adoption of the statement is
not  permitted.    This new standard requires dual presentation of "basic" and
"diluted" earnings per share ("EPS") on the face of the earnings statement and
requires  a  reconciliation  of  the  numerators and denominators of basic and
diluted  EPS  calculations.  The Company's current EPS calculation conforms to
SFAS No. 128's diluted EPS.  Basic EPS, which excludes the effects of dilutive
stock  options,  is not materially different than diluted EPS for the Company.

In June 1996, FASB issued Statement of Financial Accounting Standards No. 125,
"Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
Extinguishments  of  Liabilities"  ("SFAS No. 125")  SFAS No. 125 permits sale
accounting treatment for transfers of financial assets in which the transferor
surrenders  control  over those assets and consideration other than beneficial
interests  in  the  transferred  assets is received in exchange.  SFAS No. 125
defines  the  conditions  under  which  a  transferor has surrendered control.

The  Company  adopted  SFAS  No. 125 on January 1, 1997, as required.  Sale of
trade  accounts  receivables  entered into in 1997 are  structured in a manner
that  qualifies for  sale accounting under SFAS No. 125.  The adoption of SFAS
No.  125 has not had  a material effect on the Company's financial position or
results of operations in the first quarter of 1997 and is not expected to have
a material effect on the Company's financial position or results of operations
for  the  remainder  of  the  year.

The  interim  combined  financial statements are unaudited.  In the opinion of
management,  all  adjustments,  consisting  only of normal recurring accruals,
necessary  to  present  fairly the financial position as of March 29, 1997 and
the results of operations and cash flows  for the three months ended March 29,
1997 and March 30, 1996 have been included.  Interim results of operations are
not  necessarily  indicative  of  the results of operations for the full year.

Certain reclassifications have been made to 1996 balances to conform with 1997
presentations.

This  information  should be read in conjunction with the financial statements
set  forth  in  the Company's Annual Report to Shareholders for the year ended
December  28,  1996.







NOTE  B.  INVENTORIES

Inventories  consisted  of  the  following:
<TABLE>

<CAPTION>



                               March 29,      December 28,
                                 1997              1996
                            ----------------  -------------
                                     (000 omitted)
<S>                         <C>               <C>

Raw materials and supplies  $         36,327  $      37,744
Work in process                        9,828         10,939
Finished goods                        82,298         90,809
                            ----------------  -------------
                            $        128,453  $     139,492
                            ================  =============

</TABLE>


NOTE  C.    INCOME  TAXES

Reconciliations  between  the  statutory  federal  income  tax  rate  and  the
Company's  consolidated  effective  income tax rate for the three months ended
March    29,  1997  and  March  30,  1996  are  as  follows:
<TABLE>

<CAPTION>



                                            March 29,   March 30,
                                               1997        1996
                                            ----------  ----------
<S>                                         <C>         <C>

Federal statutory rate                           35.0%       35.0%
Nondeductible goodwill amortization               0.4         0.7 
FSC exclusion (benefit)                          (0.7)       (0.2)
State income taxes                                4.0         3.2 
Impact of lower foreign tax rate (benefit)       (0.3)       (0.8)
Other, net (benefit)                             (1.6)        0.3 
                                            ----------  ----------
Effective income tax rate                        36.8%       38.2%
                                            ==========  ==========

</TABLE>



NOTE  D.    RESTRUCTURING  CHARGES  AND  INVENTORY  AND    ASSET  WRITE-DOWNS

In the third quarter of 1996, the Company announced an administrative and line
of  business  reorganization  to  streamline its management and administrative
organization,  eliminate  approximately  250  positions, sell or discontinue a
number  of underperforming brands and exit the current corporate headquarters.
The  Company  recorded  restructuring  charges  and  asset write-downs of  $55
million  ($33.6  million after tax) in the third quarter of 1996 for severance
costs,  discontinuance  of  product  lines  and  building  exit  costs.
Approximately  $9.1  million in reserves for such costs remained at March  29,
1997.    These reserves are believed to be adequate and will be paid utilizing
cash  flow  from  operations.

Based upon the discontinuation and product rationalization analysis completed,
the  related  assets  and  intangibles were determined to be impaired and were
written  down  to  their net realizable value.  Severance pay and benefits and
exit  costs have been recognized in accordance with Emerging Issues Task Force
Issue  No.  94-3  (EITF No. 94-3), "Liability Recognition for Certain Employee
Termination  Benefits  and  Other Costs to Exit an Activity (including Certain
Costs  Incurred  in  a  Restructuring)."    Restructure costs charged  against
such  reserves in the first quarter of 1997 amounted to $5.9 million, of which
$1.4 million was severance and exit costs.

In  the  third quarter of 1995, the Company recorded restructuring charges and
asset  write-downs totaling $156 million  ($94.9 million after tax) to provide
for  a  business-based  reorganization  through  plant  closings,  work  force
reductions  and elimination of certain products.  The charges provided for the
closing of six plants and the reduction of the work force by approximately 700
people,  substantially  all of whom were based in the plants that were closed.

All  six plants have been closed.  Approximately $16.8 million in reserves for
environmental  costs  and  other plant post-closing expenses remained at March
29,  1997.    Such reserves are believed to be adequate and are expected to be
paid utilizing cash flow from operations.  Severance pay and benefits and exit
costs,  primarily  facility  closure costs, were also recognized in accordance
with  EITF  No.  94-3  and are included in the restructuring reserve described
above.  Restructure costs charged  against such  reserves in the first quarter
of 1997 amounted to $3.2 million, of which $1.3 million was severance and exit 
costs.

 





<PAGE>
ITEM  2.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS  OF  OPERATIONS

RESULTS  OF  OPERATIONS

Basis  of  Management's  Discussion  and  Analysis
In  the  line  of  business  reorganization undertaken in the third quarter of
1996,  the  Company identified certain products and lines of business on which
it  intends  to  focus the resources of the Company.  These businesses are the
retail  branded  products  which  the  Company operates under its Dial, Purex,
Renuzit  and  Armour  franchises  and  the  Company's  international  line  of
business.    The  Dial  franchise  includes  not only the Dial and Liquid Dial
brands  but  also  the  Tone,  Nature's  Accents, Pure & Natural, Fels Naptha,
Boraxo  and  Breck  brands.    The  Purex franchise includes the Trend, Dutch,
Borateem,  Vano, Sta-Flo, 20 Mule Team and La France brands in addition to the
Purex  brand.    The  Renuzit  franchise  includes only products that bear the
Renuzit name.  The Armour franchise includes the Armour, Armour Star and Cream
brands.   These products and lines of business were identified on the basis of
their  profitability,  strength  in the marketplace and potential growth.  The
Company  considers  its  Dial,  Purex, Renuzit and Armour franchises to be its
"core"  business.    Accordingly,  the Company's plan is that all products and
lines  of  business  outside  of  the identified core franchises (the "noncore
businesses") will be discontinued, sold or managed to maximize their near-term
cash  flow.

COMPARISON  OF  THE  FIRST  QUARTER  OF  1997  WITH  THE FIRST QUARTER OF 1996

Revenues  for  the  first  quarter  of 1997 were $316.2 million, a decrease of
$36.2  million  (or  10.3%) below the first quarter of 1996 revenues of $352.4
million.    Operating  income  for the first quarter of 1997 was $36.7 million
which  was  slightly higher than the first quarter of 1996 operating income of
$36.5 million.   Net income for the first quarter of 1997 was $18.3 million, a
decrease  of  approximately  $1.3  million below the first quarter of 1996 net
income  of  $19.6  million.

The Company's core business experienced a revenue decline of approximately $17
million (or 5.5%) from the first quarter of 1996 to the first quarter of 1997.
This  decline  was  driven  primarily  by a decline on Dial ( down 13.5%) as a
result  of  a  "Buy  three, get one free" promotional program executed  in the
first  quarter of 1996 that was not repeated in the first quarter of 1997 and,
a decline in Purex revenues of 15.6% as a result of the 15% price reduction on
detergent  products  initiated  late  in  the  first  quarter  of 1996.  After
adjustment  for  the  Purex  price reduction, core business revenues increased
2.1%  in  the  first  quarter  of  1997  as  compared  to  a  year  ago.

The  decreases  described above were offset by revenue growth from new product
introductions  in  the  Renuzit  business  (up 14.4% over the first quarter of
1996),  new   business on Armour (up 15.1% over the first quarter of 1996) and
strong  international  performance  (up  6.8% over the first quarter of 1996).

Noncore  revenues in the first quarter of 1997 of $24.3 million declined $19.2
million  (or 44.1%) from the first quarter of 1996 levels. The Company expects
that  revenues from noncore businesses will continue to decline during 1997 as
the  Company  completes  its initiative of discontinuing and divesting certain
brands.

Gross    profits  declined  $30.1  million,  from  $177.1 million in the first
quarter of 1996 to $147.0  million in the first quarter of 1997.  Gross profit
margins  declined    from  50.3%  in the first quarter of 1996 to 46.5% in the
first quarter of 1997. The 3.8% decline in the gross profit margin is  largely
the    result  of the price reduction initiative on detergent products to move
to  a modified everyday low pricing ("EDLP") for both Purex and Trend.   These
decreases  were   offset by  improvements in  cost of products sold driven  by
lower    costs   from improved distribution practices instituted in the second
quarter  of  1996  and  lower  manufacturing  costs.

Selling,  general and administrative expenses were $110.3 million in the first
quarter of 1997, a decrease of  approximately $30 million (or 21.5%) below the
first  quarter  of 1996 levels.  The decrease   was the result of decreases in
marketing  expenses  of approximately $28 million and decreases in selling and
administrative  expenses  of  approximately  $2  million.

The  decreases  in  marketing  expenses  from the first quarter of 1996 to the
first  quarter  of  1997  resulted from  lower trade promotion expenditures of
approximately  $15  million  on  Purex    which were no longer necessary  as a
result  of  the price reduction taken in the first quarter of 1996,  favorable
consumer  promotion  expenses  of  approximately $7 million as a result of not
repeating the "Buy three, get one free" promotion on Dial  in 1997, as well as
a  curtailment  of  marketing expenses on products that are being discontinued
or  divested.

The decrease in selling and administrative expenses of $2 million in the first
quarter  of    1997  versus  the  first  quarter  of  1996  is  comprised  of
administrative  savings  as  a  result  of  the  administrative  and  business
reorganization  undertaken  in 1996, partially offset by the incremental costs
associated  with    being  a  public  company.

Interest  and  other  expenses  increased  approximately $2.9 million from the
first quarter of 1996 to the first quarter of 1997 as a result of $1.9 million
in accretion costs related to Armour employee benefit liabilities assumed from
the  Former  Parent  company  in  the  spinoff,  as  well  as  $1.3 million in
additional sales of accounts receivable expenses.  This increase was offset in
part  by  a  decrease  in interest expense of  $.3 million in first quarter of
1997  compared  to  first  quarter  of  1996.

The  effective tax rate for the first quarter of 1997 was approximately 36.8%,
down  from  38.2% for the comparable period in 1996.  The net decrease of 1.4%
is  primarily due to an increase in income eligible for the Foreign Sales Corp
exclusion,  offset  by  higher state income taxes and lower foreign income not
subject  to  domestic  income  taxes.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  generated cash from operations of $21.1 million during the first
three months of 1997, a decrease of $3.2 million from the comparable period in
1996.    Capital expenditures for the first three months of 1997 (net of asset
dispositions)  were  $6.8  million,  a  decrease  of  $1.1  million  over  the
comparable  period of 1996.  The Company's financing plan includes the sale of
receivables  to  accelerate cash flow.  Receivables sold but not yet collected
under  this  plan at March  29, 1997 and March 30, 1996 were $66.7 million and
$77.9    million,  respectively.

The  Company  is  also party to a $350 million revolving credit agreement (the
"Credit  Agreement")  with  various  banks.   The Credit Agreement, which will
terminate on August 15, 2001 unless extended, contains certain covenants which
impose  limitations  on  the  Company with respect to, among other things, its
ability  to  place  liens  on  property,  its ability to merge, consolidate or
transfer  substantially  all  its  assets,  its  minimum  net  worth  and  the
incurrence  of  certain  indebtedness.   The Company, from time to time, makes
short-term borrowings that are supported by the Credit Agreement.  As of March
29,  1997,  the  Company had $258.7 million aggregate principal amount of such
short-term  borrowings  outstanding,  and  at such date, the Company had $91.3
million  available under the Credit Agreement.  Such short-term borrowings are
classified  as  long-term  debt  because  they  are supported by the long-term
Credit  Agreement.

The  Company  is planning  an equity offering of at least  $100 million during
1997.    The  Company anticipates the proceeds will be used to repay long-term
debt.    The  equity offering is being effected by the Company in an effort to
preserve  the  status  of the tax ruling received by the Former Parent and the
Company from the Internal Revenue Service in connection with the Distribution.
This  ruling  was  issued  on the basis of certain representations made by the
Former  Parent  and  the  Company, including a representation that the Company
would issue at least $100 million in additional equity securities by the first
anniversary of the Distribution (August 15, 1997).  The Company has petitioned
the  Internal  Revenue  Service  to  permit  it to extend the deadline for the
issuance of such equity  securities until December 31, 1997.   If the Internal
Revenue Service grants the Company's petition, the equity offering may proceed
on  the current schedule or, if the Company determines it would be beneficial,
on  a  delayed  schedule.

The Company intends to vacate its corporate headquarters in the Viad Tower and
move  to  more economical office space in Scottsdale, Arizona, during mid-year
1997.      The Company has  10 years remaining on the lease for the Viad Tower
space,  which  commits  the  Company  to  payments of approximately $2,676,000
annually  through  2006.      The  Company is actively marketing the space for
sublease.      Estimated  losses  on  this  lease  were  provided  for in  the
restructuring  charges  and asset write-downs recorded in the third quarter of
1996.

As  of  March    29, 1997, the Company had approximately $117.4 million in net
deferred  tax  benefits,  which  the  Company believes are fully realizable in
future  years.    The realization of such benefits will require average annual
taxable  income  of  approximately  $19.6 million over the next 15 years.  The
Company's  average  income  before  income taxes over the last three years was
approximately  $47.6  million.



<PAGE>
PART  II.    OTHER  INFORMATION

ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)    Exhibits

     11.    Statement  Re:    Computation of Per Share Earnings.

     27.    Financial  Data  Schedule.

     (B)    No Reports filed on Form 8-K have been filed by the Company during
            the  quarter  for  which  this  report  is  filed.

                                  SIGNATURES

Pursuant  to  the  requirements  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.


The  Dial  Corporation
(Registrant)

May  12,  1997
      

\s\ Lowell  L. Robertson
    Lowell  L. Robertson
    Senior  Vice  President  and  Controller
    (Chief  Accounting  Officer  and  Authorized  Officer)