8-A12B/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                FORM 8-A/A
                             [Amendment No. 1]


             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


                         VALERO ENERGY CORPORATION
          (Exact name of registrant as specified in its charter)



            Delaware                             74-1244795
     (State of incorporation                 (I.R.S. Employer
      or organization)                        Identification No.)

          530 McCullough Avenue
             San Antonio, Texas                         78215
     (Address of principal executive offices)         (Zip Code)

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

Title of each class                Name of each exchange on which
to be so registered                each class is to be registered

$3.125 Convertible Preferred Stock New York Stock Exchange


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

                                   None




Item 1.   Description of Registrant's Securities to be
          Registered.

          The description of the $3.125 Convertible Preferred
Stock contained in the final Prospectus dated March 17, 1994,
filed by the Registrant with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securiites Exchange
Act of 1934, as amended, in connection with the Registrant's
Registration Statement on Form S-3, Registration No. 33-70454,
under the heading "Description of the New Preferred Stock" is
incorporated by reference herein.

Item 2.   Exhibits

      
      2.1+     Restated Certificate of Incorporation of Valero Energy Corporation--incorporated
               by reference from Exhibit 4.1 to the Valero Energy Corporation Registration
               Statement on Form S-8 (Commission File No. 33-53796, filed October 27, 1992).
      2.2*     Form of Certificate of Designation for the $3.125 Convertible Preferred Stock.
      2.3+     Amended and Restated Rights Agreement, dated as of October 17, 1991, between
               Valero Energy Corporation and Ameritrust Texas, N.A., successor to MBank
               Alamo, N.A. as Rights Agent--incorporated by reference from Exhibit 1 to the
               Valero Energy Corporation Current Report on Form 8-K (Commission File No.
               1-4718, filed October 18, 1991).
      2.4+     $160,000,000 Amended and Restated Credit Agreement, dated as of December
               4, 1992, among Valero Refining Company, Bankers Trust Company, as Agent,
               and certain other banks party thereto--incorporated by reference from Exhibit 4.3
               to the Valero Energy Corporation Annual Report on Form 10-K (Commission
               File No. 1-4718, filed February 26, 1993).
      2.5+     First Amendment to Amended and Restated Credit Agreement, dated as of August
               25, 1993--incorporated by reference from Exhibit 4.5 to the Valero Energy
               Corporation Registration Statement on Form S-3 (Commission File No. 33-70454,
               filed October 18, 1993).
      2.6+     Second Amendment to Amended and Restated Credit Agreement, dated as of
               December 31, 1993--incorporated by reference from Exhibit 4.5 to the Valero
               Energy Corporation Annual Report on Form 10-K (Commission File No. 1-4718,
               filed March 1, 1994).
      2.7+     $200,000,000 Senior Note Purchase Agreement, dated as of December 19, 1990--
               incorporated by reference from Exhibit 4.2 to the Valero Energy Corporation
               Annual Report on Form 10-K (Commission File No. 1-4718, filed February 21,
               1992).

      
____________
+Prevously filed.
*Filed herewith.

                                 SIGNATURE


          Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              VALERO ENERGY CORPORATION
                              (Registrant)


Date:  March 18, 1994         By  /s/ RAND C. SCHMIDT
                                 Rand C. Schmidt
                                 Corporate Secretary

EX-2.2

                       VALERO ENERGY CORPORATION

                       CERTIFICATE OF DESIGNATION
                     Pursuant to Section 151 of the
            General Corporation Law of the State of Delaware


     We, the undersigned, Don M. Heep, Senior Vice President and
Chief Financial Officer, and Rand C. Schmidt, Corporate Secretary
of Valero Energy Corporation, a Delaware corporation (herein
called the "corporation"), pursuant to the provisions of Section
151 of the General Corporation Law of the State of Delaware, do
hereby make this Certificate of Designation and do hereby state
and certify that pursuant to the authority expressly vested in
the Board of Directors of the corporation by the Restated
Certificate of Incorporation, the Board of Directors, at a
meeting thereof duly called and held on November 29, 1993, at
which meeting a quorum was present, duly adopted the following
resolutions providing for the issuance of a series of shares of
Preferred Stock as hereinafter referred to, and further providing
for the powers, designations, preferences and relative,
participating, optional or other special rights thereon, and the
qualifications, limitations or restrictions thereof, in addition
to those set forth in said Restated Certificate of Incorporation,
all in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware:

RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the corporation by the
provisions of the Restated Certificate of Incorporation of the
corporation, as amended, out of the authorized but unissued
shares of Preferred Stock of the corporation, this Board of
Directors hereby creates a series of the Preferred Stock, par
value $1.00 per share, of the corporation, and authorizes the
issuance thereof, and hereby fixes the powers, designations,
preferences and relative, participating, optional or other
special rights of the shares of such series, and the
qualifications, limitations, or restrictions thereof (in addition
to the powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, set forth in
the Restated Certificate of Incorporation of the corporation, as
amended, which are applicable to Preferred Stock of all series)
as follows:


                    $3.125 CONVERTIBLE PREFERRED STOCK 

     (1)  Designation and Amount.  The designation of the series
of Preferred Stock created by this resolution shall be "$3.125
Convertible Preferred Stock (hereinafter called the "$3.125
Convertible Preferred Stock"), and the number of shares
constituting such Series shall initially be 3,450,000.  The
number of authorized but unissued shares of $3.125 Convertible
Preferred Stock may be reduced by further resolution duly adopted
by the Board of Directors of the corporation or a duly authorized
committee thereof and by the filing of a certificate pursuant to
the provisions of the General Corporation Law of the State of
Delaware stating that such reduction has been so authorized, but
the number of authorized shares of $3.125 Convertible Preferred
Stock shall not be increased.

     (2)  Dividends.   The holders of the $3.125 Convertible
Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors out of the funds of the
corporation legally available therefor, cumulative preferential
dividends per share of $3.125 Convertible Preferred Stock in cash
at the rate per annum of $3.125 .  Dividends on the $3.125
Convertible Preferred Stock will be  cumulative, will accrue from
the date of original issuance and will be paid (when and as
declared by the Board of Directors of the corporation) quarterly,
in arrears, on the first day of each March, June, September and
December, commencing on June 1, 1994, except that if such date is
not a business day then such dividend shall be payable on the
first immediately succeeding business day (as used herein, the
term "business day" shall mean any day except a Saturday, Sunday
or day on which banking institutions are legally authorized to
close in the City of New York).  Each such dividend shall be paid
to the holders of record of shares of the $3.125 Convertible
Preferred Stock as they appear on the stock register of the
corporation on such record date, not exceeding 30 days preceding
the payment date thereof, as shall be fixed by the Board of
Directors of the corporation.  Dividends on account of arrears
for any past dividend periods may be declared and paid at any
time, without reference to any regular dividend payment date, to
holders of record on such date, not exceeding 45 days preceding
the payment date thereof, as may be fixed by the Board of
Directors of the corporation.  Accruals of dividends on the
$3.125 Convertible Preferred Stock shall not bear interest.

     (3)  Redemption.  The shares of $3.125 Convertible Preferred
Stock are not redeemable prior to June 1, 1997.  With respect to
redemption on or after June 1, 1997, the shares of $3.125
Convertible Preferred Stock are redeemable, in whole at any time
or from time to time in part at the option of the corporation, in
the manner provided in Article IV, Division A, subdivision (3) of
the Restated Certificate of Incorporation of the corporation, at
the following redemption prices:

     If redeemed during the 12-month period beginning June 1 of
the year specified:



Year                 Redemption Price    Year                         Redemption Price

                                                             
1997. . . . . . . .  $ 52.188            2001 . . . . . . . . . . .   $ 50.938
1998. . . . . . . .    51.875            2002 . . . . . . . . . . .     50.625
1999. . . . . . . .    51.563            2003 . . . . . . . . . . .     50.313
2000. . . . . . . .    51.250            2004 and thereafter. . . .     50.000



, plus in each case an amount equal to any accrued and unpaid
dividends thereon (whether or not declared) to the date fixed for
redemption.

     The corporation may not redeem less than all outstanding
shares of $3.125 Convertible Preferred Stock, and may not
purchase any shares of Preferred Stock or redeem or purchase any
shares of any class or series of capital stock of the corporation
ranking on a parity with or junior to the Preferred Stock as to
payment of dividends or distributions of assets upon liquidation,
dissolution or winding up of the affairs of the corporation,
unless full cumulative dividends shall have been declared or paid
or set apart for payment upon all outstanding shares of $3.125
Convertible Preferred Stock for all past quarterly dividend
periods (other than a purchase or redemption made solely with
shares of Common Stock or any other capital stock of the
corporation ranking junior to the $3.125 Convertible Preferred
Stock as to payment of dividends and distributions of assets upon
liquidation, dissolution or winding up of the affairs of the
corporation).  Shares of $3.125 Convertible Preferred Stock
redeemed by the corporation will be restored to the status of
authorized but unissued shares of Preferred Stock, without
designation as to series, and may thereafter be issued, but not
as shares of $3.125 Convertible Preferred Stock.

     (4)  Regarding Voting Rights.  The holders of the $3.125
Convertible Preferred Stock shall not, except as required by law
or as set forth in the Restated Certificate of Incorporation of
the corporation, have any right or power to vote on any question
or in any proceeding or to be represented at or to receive notice
of any meeting of stockholders.  On any matters on which the
holders of the $3.125 Convertible Preferred Stock shall be
entitled to vote, they shall be entitled to one vote for each
share held.

     (5)  Priority in Event of Dissolution.  In the event of any
liquidation, dissolution, or winding up of the affairs of the
corporation, after payment or provision for payment of the debts
and other liabilities of the corporation, the holders of the
Preferred Stock shall be entitled to receive, out of the
remaining net assets of the corporation, (i) in the event such
liquidation, dissolution or winding up of the affairs of the
corporation is involuntary, the amount of $50 in cash for each
share of Preferred Stock, or, (ii) in the event such liquidation,
dissolution or winding up of the affairs of the corporation is
voluntary, an amount in cash per share of Preferred Stock equal
to the redemption price of the Preferred Stock that would apply
to an optional redemption of the Preferred Stock on the date
fixed for redemption, plus in each case an amount equal to all
dividends accrued and unpaid on each such share (whether or not
declared) up to the date fixed for distribution, before any
distribution shall be made to the holders of the Serial
Preference Stock or the Common Stock or to the holders of any
other class of stock ranking junior to the $3.125 Convertible
Preferred Stock as to distribution of assets upon the
liquidation, dissolution or winding up of the affairs of the
corporation.  If upon any liquidation, dissolution or winding up
of the affairs of the corporation, the assets distributable among
the holders of any series of Preferred Stock shall be
insufficient to permit the payment in full to the holders of all
series of the Preferred Stock of all preferential amounts payable
to all such holders, then the entire assets of the corporation
thus distributable shall be distributed ratably among the holders
of all series of the Preferred Stock in proportion to the
respective amounts that would be payable per share if such assets
were sufficient to permit payment in full.

     (6)  Conversion.  (a) The holder of any shares of $3.125
Convertible Preferred Stock shall have the right at any time
prior to the redemption thereof, at his option, to convert,
subject to the terms and provisions of this Section (6), such
shares (valued for such purpose at $50.00 per share) into fully
paid and nonassessable shares of Common Stock (calculated to the
nearest 1/100th of a share), at the conversion price, fixed or
determined pursuant to the provisions of subparagraph (c) of this
Section (6), in effect at the time of conversion (except that
with respect to any share of $3.125 Convertible Preferred Stock
which shall be called for redemption, such right shall terminate
at the close of business on the fifth trading day preceding the
date fixed for redemption of such $3.125 Convertible Preferred
Stock, unless the corporation shall default in making the payment
due upon redemption thereof), upon surrender of the certificate
representing such shares of $3.125 Convertible Preferred Stock
which are to be so converted to the corporation at any time
during usual business hours at the principal offices of the
corporation in San Antonio, Texas, Attention: Shareholder
Services Department (or at such other place as the corporation
shall hereafter designate in writing to the registered holders of
the $3.125 Convertible Preferred Stock), accompanied by a written
instrument of transfer in form satisfactory to the corporation
duly executed by the registered holder or his duly authorized
legal representative.

     (b)  As promptly as practicable after the surrender, as
herein provided, of any shares of $3.125 Convertible Preferred
Stock for conversion, the corporation shall deliver or cause to
be delivered at the offices set forth above to or upon the
written order of the holder of such shares of $3.125 Convertible
Preferred Stock so surrendered a certificate or certificates
representing the number of fully paid and nonassessable shares of
Common Stock into which such shares of $3.125 Convertible
Preferred Stock may be converted in accordance with the
provisions of this Section (6).  Prior to delivery of such
certificate or certificates, the corporation shall require a
written notice at its said offices from the holder of the shares
of $3.125 Convertible Preferred Stock so surrendered indicating
his election to convert such shares and specifying the name or
names (with address) in which said certificate or certificates
are to be issued.  Such conversion shall be deemed to have been
made immediately prior to the close of business on the date that
such shares of $3.125 Convertible Preferred Stock shall have been
surrendered for conversion, so that the rights of the holders of
such shares as a holder of $3.125 Convertible Preferred Stock
shall cease with respect to such shares at such time, and the
person or persons entitled to receive the shares of Common Stock
upon conversion of such shares of $3.125 Convertible Preferred
Stock shall be treated for all purposes as having become the
record holder or holders of such shares of Common Stock at such
time, and such conversion shall be at the conversion price in
effect at such time.  No adjustments in respect of cash dividends
on Common Stock or $3.125 Convertible Preferred Stock shall be
made upon the conversion of any shares of $3.125 Convertible
Preferred Stock; provided, however, that in the event of a notice
of redemption being issued prior to June 1, 1997, holders of
shares of the $3.125 Convertible Preferred Stock called for
redemption as of the record date for the June 1, 1997 dividend
shall be entitled to receive such dividend, irrespective of
whether conversion of such $3.125 Convertible Preferred Stock
into Common Stock has occurred prior to such dividend payment
date.

     (c)  The price at which shares of Common Stock shall be
delivered upon conversion (herein called the "conversion price")
shall initially be $27.03  per share of Common Stock.  The
conversion price shall be subject to adjustment as follows:  if
the corporation shall (i) pay a stock dividend or stock dividends
or otherwise make a distribution or distributions on shares of
its capital stock payable in shares of its Common Stock (or in
securities convertible into shares of Common Stock), (ii) except
as set forth in clause (i) above, pay a dividend or make a
distribution on shares of its capital stock payable in shares of
its capital stock of any class other than Common Stock or a class
convertible into Common Stock, (iii) subdivide outstanding shares
of Common Stock of the corporation into a larger number of
shares, (iv) combine outstanding shares of Common Stock of the
corporation into a smaller number of shares, or (v) issue by
reclassification of shares of Common Stock of the corporation any
shares of capital stock of the corporation of any class or
classes, the conversion price in effect immediately prior to such
action shall be adjusted so that the holder of any $3.125
Convertible Preferred Stock thereafter surrendered for conversion
shall be entitled to receive the number and class or classes of
shares of the capital stock of the corporation which he would
have owned or have been entitled to receive immediately after the
happening of any of the events described above, had such $3.125
Convertible Preferred Stock been converted on or immediately
prior to the record date for such dividend or distribution or the
effective date of such subdivision, combination or
reclassification, as the case may be.  An adjustment made
pursuant to this subsection (c) shall become effective
immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
reclassification.  If, as a result of an adjustment made pursuant
to this subsection (c), the holder of any $3.125 Convertible
Preferred Stock thereafter surrendered for conversion shall
become entitled to receive shares of two or more classes of the
capital stock of the corporation, the Board of Directors of the
corporation (whose determination shall be conclusive and shall be
described in a statement provided to the registered holders of
the $3.125 Convertible Preferred Stock) shall determine the
allocation of the conversion price between and among shares of
such classes of capital stock.

     (d)  In case the corporation shall issue rights or warrants
to all holders of Common Stock entitling them (for a period
expiring within 45 days after the record date mentioned below) to
subscribe for or purchase shares of Common Stock of the
corporation at a price per share less than the then current
market price per share of Common Stock (as determined in
subsection (f) below) at the record date mentioned below, the
conversion price at which each share of $3.125 Convertible
Preferred Stock shall thereafter be convertible shall be reduced
by multiplying the conversion price in effect prior to such
record date by a fraction, of which the denominator shall be the
number of shares of Common Stock of the corporation (excluding
treasury shares, if any) outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of
Common Stock of the corporation offered for subscription or
purchase, and of which the numerator shall be the number of
shares of Common Stock of the corporation (excluding treasury
shares, if any) outstanding on the date of issuance of such
rights or warrants plus the number of shares which the aggregate
offering price of the total number of shares so offered would
purchase at such current market price.  Such adjustment shall be
made whenever such rights or warrants are issued, and shall
become effective immediately after the record date for the
determination of stockholders entitled to receive such rights or
warrants.  However, upon the expiration of any right or warrant
to purchase Common Stock the issuance of which resulted in an
adjustment in the conversion price of the $3.125 Convertible
Preferred Stock pursuant to this subsection (d), if any such
right or warrant shall expire and shall not have been exercised,
the conversion price per share of Common Stock at which each
share of $3.125 Convertible Preferred Stock shall thereafter be
convertible shall immediately upon such expiration be recomputed
and effective immediately upon such expiration be increased to
the price which it would have been (but reflecting any other
adjustments in the conversion price made pursuant to the
provisions of this Section (6) after the issuance of such rights
or warrants) had the adjustment of the conversion price made upon
the issuance of such rights or warrants been made on the basis of
offering for subscription or purchase only that number of shares
of Common Stock actually purchased upon the exercise of such
rights or warrants actually exercised.

     (e)  In case the corporation shall distribute to all holders
of Common Stock of the corporation evidences of its indebtedness
or assets (excluding cash dividends or cash distributions paid
out of earned surplus) or rights to subscribe (excluding those
referred to in subsection (d) above) or if the Distribution Date
(as defined below) with respect to the Preference Share Purchase
Rights shall occur, then in each such case the conversion price
per share of Common Stock of the corporation at which each share
of $3.125 Convertible Preferred Stock shall thereafter be
convertible shall be determined by multiplying the conversion
price in effect prior to the record date fixed for determination
of stockholders entitled to receive such distribution by a
fraction, of which the denominator shall be the current market
price per share of Common Stock of the corporation (as determined
in subsection (f) below) determined as of the record date
mentioned above, and of which the numerator shall be such current
market price per share of the Common Stock of the corporation (as
determined in subsection (f) below), less the then fair market
value (as determined by the Board of Directors of the corporation
in good faith, whose determination shall be conclusive if made in
good faith and shall be described in a statement provided to all
registered holders of $3.125 Convertible Preferred Stock) of the
portion of assets or evidences of indebtedness so distributed or
such subscription rights or Preference Share Purchase Rights
applicable to one share of the Common Stock of the corporation. 
Such adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record date
mentioned above.

     (f)  For the purpose of any computation under subsections
(d) and (e) above, the current market price per share of Common
Stock of the corporation at any date shall be deemed to be equal
to the average Price (as defined below) of the Common Stock for
the twenty (20) consecutive trading days ending on the last
trading day prior to the date of determination.  As used herein
the "Price" per share of Common Stock on any day shall mean the
average between the "high" and "low" sales prices for such shares
as reported in the Wall Street Journal's NYSE-Composite
Transaction listing for such day (corrected for typographical
errors), or if such shares are not reported in such listing, then
the average between the "high" and "low" sales prices reported on
the largest exchange (based on the aggregate dollar value of
securities listed) on which such shares are listed, or if such
shares are not listed or traded on any exchange, then the average
between the "high" and "low" sales prices for such shares in the
over-the-counter market, as reported on the National Association
of Securities Dealers Automated Quotations System, or, if such
price shall not be reported thereon, the average of the means
between the closing bid and asked prices so reported, or, if such
prices shall not be reported thereon, as the same shall be
reported by the National Quotation Bureau Incorporated, or, in
all other cases, the value set by the corporation.

     (g)  No adjustment otherwise required in the conversion
price shall be required unless such adjustment would require an
increase or decrease of at least 1% in such price; provided,
however, that any adjustment which by reason of this subsection
(g) is not required to be made shall be carried forward and taken
into account in any subsequent adjustment.  All calculations
under this Section (6) shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be.

     (h)  Whenever the conversion price is adjusted, as herein
provided, the corporation shall promptly mail to each registered
holder of $3.125 Convertible Preferred Stock a notice setting
forth the conversion price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment. 
Such notice prepared in good faith shall be conclusive evidence
of the correctness of such adjustment absent manifest error.

     (i)  For the purposes of this Section (6) the term "Common
Stock" or "Common Stock of the corporation" shall mean (i) the
class of stock designated as the Common Stock of the corporation
at the date of this certificate, or (ii) any other class of stock
resulting from successive changes or reclassifications of such
Common Stock consisting solely of changes in par value or from
par value to no par value, or from no par value to par value. 
Unless the context otherwise specifies or requires, all
references in this certificate to "Common Stock" include the
Common Stock and the Preference Share Purchase Rights trading
therewith.  As used herein, all references to "Preference Share
Purchase Rights" in this certificate shall mean the Preference
Share Purchase Rights issued pursuant to that certain Amended and
Restated Rights Agreement, dated as of October 17, 1991, between
the Corporation and Ameritrust Texas N.A., as successor Rights
Agent, as the same may hereafter be amended or supplemented (the
"Rights Agreement"), and any similar rights issued in exchange
for, upon conversion of or in substitution for such Preference
Share Purchase Rights.  As used herein, all references to the
term "Distribution Date" shall have the meaning set forth in the
Rights Agreement or in any successor agreement pertaining to any
similar rights issued in exchange for, upon conversion of or in
substitution for the Preference Share Purchase Rights.  In the
event that at any time, as a result of an adjustment made
pursuant to subsection (a) above, the holder of any $3.125
Convertible Preferred Stock thereafter surrendered for conversion
shall become entitled to receive any shares of the corporation
other than shares of Common Stock of the corporation, thereafter
the number of such other shares so receivable upon conversion of
any $3.125 Convertible Preferred Stock shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the
Common Stock of the corporation contained in subsections (a) to
(h) inclusive above and subsections (j) and (k) below, and the
provisions of said subsections (a) to (h) above and of
subsections (j) and (k) below shall apply on like terms to any
such other shares.

     (j)  No fractional shares or scrip representing fractional
shares shall be issued upon the conversion of $3.125 Convertible
Preferred Stock.  If more than one share of $3.125 Convertible
Preferred Stock shall be surrendered for conversion at one time
by the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed by dividing
the aggregate value of the shares of $3.125 Convertible Preferred
Stock so surrendered (valued for such purpose at $50.00 per
share) by the conversion price in effect at the time of
conversion.  If the conversion of any shares of $3.125
Convertible Preferred Stock results in a fraction, an amount
equal to such fraction multiplied by the average Price (as
defined in subparagraph (f) of this Section (6)) of the Common
Stock for the twenty (20) consecutive trading days ending on the
day prior to the date of conversion shall be paid to such holder
in cash by the corporation.  All shares of $3.125 Convertible
Preferred Stock delivered to the corporation pursuant to this
Section (6) shall be imprinted with a legend indicating such
conversion, and such converted shares shall be held by the
corporation.  Converted shares of $3.125 Convertible Preferred
Stock shall not be transferred except to the corporation or to
any subsidiary of the corporation.  Converted shares of $3.125
Convertible Preferred Stock shall not be further convertible into
Common Stock of the corporation.

     (k)  In case of any consolidation or merger of the
corporation with or into another person or in case of any sale or
transfer to another person of the property of the corporation as
an entirety or substantially as an entirety, then the holders of
the $3.125 Convertible Preferred Stock then outstanding shall
have the right thereafter to convert such shares only into the
kind and amount of shares of stock and other securities and
property receivable upon or deemed to be held following such
consolidation, merger, sale or transfer by a holder of a number
of shares of the Common Stock of the corporation into which such
shares of $3.125 Convertible Preferred Stock might have been
converted immediately prior to such consolidation, merger, sale
or transfer.  This provision shall similarly apply to successive
consolidations, mergers, sales or transfers.  

     (l)  The issuance of certificates for shares of Common Stock
of the corporation upon the conversion of shares of $3.125
Convertible Preferred Stock shall be made without charge to the
converting stockholders for such certificates or for any tax in
respect of the issuance of such certificates, and such
certificates shall be issued in the respective names of, or in
such names as may be directed by, the holders of the shares so
converted; provided, however, that the corporation shall not be
required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any such
certificate in a name other than that of the holder of the shares
converted, and the corporation shall not be required to issue or
deliver any such certificate unless and until the person or
persons requesting the issuance thereof shall have paid to the
corporation the amount of such tax or shall have established to
the satisfaction of the corporation that such tax has been paid,
and provided further, that the corporation shall not be required
to pay or reimburse the holder for any income tax payable by such
holder as a result of such issuance.  

     (m)  In case:

          (i)  the corporation shall declare a dividend (or any
other distribution) on the Common Stock payable otherwise than in
cash out of its earned surplus; or 

          (ii) the corporation shall declare a special
nonrecurring cash dividend on or a redemption of its Common
Stock; or

          (iii)     the corporation shall authorize the granting
to the holders of the Common Stock of rights or warrants to
subscribe for or purchase any shares of capital stock of any
class or of any other rights; or

          (iv) the approval of any stockholders of the
corporation shall be required in connection with any
reclassification of the Common Stock of the corporation (other
than a subdivision or combination of the outstanding shares of
Common Stock), any consolidation or merger to which the
corporation is a party or any sale or transfer of all or
substantially all of the assets of the corporation; or

          (v)  of the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the corporation;

then the corporation shall cause to be filed at each office or
agency maintained for the purpose of conversion of $3.125
Convertible Preferred Stock, and shall cause to be mailed to the
holders of record of the $3.125 Convertible Preferred Stock, at
their last addresses as they shall appear upon the stock books of
the corporation, at least 10 days prior to the applicable record
date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or, if a record is
not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution,
redemption, rights or warrants are to be determined, or (y) the
date on which such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation or winding up (but no
failure to mail such notice or any defect therein or in the
mailing thereof shall affect the validity of the corporate action
required to be specified in such notice).

     (n)  The corporation shall at all times reserve and keep
available out of its authorized but unissued Common Stock, solely
for the purpose of effecting the conversion of the shares of
$3.125 Convertible Preferred Stock, the full number of shares of
Common Stock then issuable upon the conversion of all outstanding
shares of $3.125 Convertible Preferred Stock.  For the purpose of
this subsection (n), the full number of shares of Common Stock
issuable upon the conversion of all outstanding shares of $3.215
Convertible Preferred Stock shall be computed as if at the time
of computation of such number of shares of Common Stock all
outstanding shares of $3.125 Convertible Preferred Stock were
held by a single holder.  The corporation shall from time to
time, in accordance with the laws of the State of Delaware,
increase the authorized amount of its Common Stock if at any time
the authorized amount of its Common Stock remaining unissued
shall not be sufficient to permit the conversion of all shares of
$3.125 Convertible Preferred Stock at the time outstanding.  If
any shares of Common Stock required to be reserved for issuance
upon conversion of shares of $3.125 Convertible Preferred Stock
hereunder require registration with or approval of any
governmental authority under any Federal or State law before such
shares may be issued upon such conversion, the corporation will
in good faith and as expeditiously as possible endeavor to cause
such shares to be so registered or approved.

     (7)  Sinking Fund.  The $3.125 Convertible Preferred Stock
shall not be entitled to any mandatory redemption or prepayment
(except on liquidation, dissolution or winding up of the affairs
of the corporation) or to the benefit of any sinking fund.   

RESOLVED FURTHER, that, before the corporation shall issue any
shares of the $3.125 Convertible Preferred Stock, a certificate
pursuant to Section 151 of the General Corporation Law of the
State of Delaware, to be entitled a "Certificate of Designation,"
shall be made, executed, acknowledged, filed and recorded in
accordance with the provisions of said Section 151; and that the
proper officers of the corporation are hereby authorized and
directed to do all acts and things which may be necessary or
proper in their opinion to carry into effect the purposes and
intent of this and the foregoing resolutions.

     IN WITNESS WHEREOF, this Certificate of Designation has been
made under the seal of the corporation and the hands of the
undersigned, said Don M. Heep, Senior Vice President and Chief
Financial Officer, and said Rand C. Schmidt, Corporate Secretary,
respectively, of the corporation, this _____ day of March, 1994.



                                          /s/ DON M. HEEP       
                                             Don M. Heep
                                       Senior Vice President and
                                       Chief Financial Officer



     /s/ RAND C. SCHMIDT                       
        Rand C. Schmidt
      Corporate Secretary