Prospectus Supplement
(To Prospectus Dated June 29, 1994)

                                U.S. $300,000,000
                           General Signal Corporation
                       Medium-Term Senior Notes, Series A
                    Medium-Term Subordinated Notes, Series A
                Due Not Less Than Nine Months From Date of Issue

General Signal Corporation (the "Company") may offer from time to time up to
$300,000,000 aggregate issue price or its equivalent thereof in another
currency, including composite currencies, of its Medium-Term Senior Notes,
Series A and Medium-Term Subordinated Notes, Series A (collectively, the
"Notes"), subject to reduction as a result of the sale by the Company of other
Securities (as defined in the accompanying Prospectus). The Notes may be issued
either on parity with ("Senior Notes") or as subordinated to ("Subordinated
Notes") other unsecured and unsubordinated indebtedness of the Company, in each
case as set in a pricing supplement ("Pricing Supplement"). As of March 31,
1996, the aggregate amount of Senior Debt (as defined in the Subordinated
Indenture and summarized in the "Description of Debt Securities - Subordination"
in the accompanying Prospectus) outstanding was $254.1 million. The Notes may be
denominated in U.S. dollars or in such foreign currencies or currency units as
may be designated by the Company (the "Specified Currency"). See "Important
Currency Exchange Information" and "Special Provisions and Risks Relating to
Foreign Currency Notes." Each Note will mature on a day not less than nine
months from the date of issue, as specified in the applicable Pricing
Supplement, and may be subject to redemption by the Company or repayment at the
option of the Holder thereof, in each case, in whole or in part, prior to its
Stated Maturity, as set forth therein and specified in the applicable Pricing
Supplement.

The interest rate, if any, or the formula for the determination of any such
interest rate, applicable to each Note and other variable terms of the Notes as
described herein will be established by the Company at the date of issue of such
Note and will be set forth therein and specified in a Pricing Supplement.
Interest rates, interest rate formulae and such other variable terms are subject
to change by the Company, but no change will affect any Note already issued or
as to which an offer to purchase has been accepted by the Company.

Unless otherwise specified in the applicable Pricing Supplement, each Note will
be issued in fully registered book-entry form (a "Book-Entry Note") or in
definitive form (a "Definitive Note"), as set forth in the applicable Pricing
Supplement, in denominations of $1,000 or any integral multiple thereof or, in
the case of Notes denominated in a currency other than U.S. dollars, in the
denominations set forth in the applicable Pricing Supplement. Each Book-Entry
Note will be represented by one or more fully registered global securities
deposited with or on behalf of The Depository Trust Company (or such other
depositary as is identified in an applicable Pricing Supplement) (the
"Depositary") and registered in the name of the Depositary or the Depositary's
nominee. Interests in Book-Entry Notes will be shown on, and transfers thereof
will be effected only through, records maintained by the Depositary (with
respect to its participants) and the Depositary's participants (with respect to
beneficial owners). (continued on following page)

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY SUPPLEMENT HERETO, OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                Price to         Agents' Discounts     Proceeds to
                Public(1)        and Commissions(2)    to Company(2)(3)

Per Note....    100.000%         .125%-.875%           99.875%-99.125%
Total(4)....    $300,000,000     $375,000-$2,625,000   $299,625,000-$297,375,000

(1)  Unless otherwise specified in an applicable Pricing Supplement, the price
     to the public will be 100% of the principal amount.

(2)  Unless otherwise specified in the applicable Pricing Supplement, the
     Company will pay a commission to each agent named below and such other
     agents as may be named from time to time (each an "Agent" and collectively,
     the "Agents") a commission or grant of a discount, depending upon the
     Stated Maturity of the Note, ranging from .125% to .875% of the principal
     amount of any Note sold through such Agent. Commissions on Notes with a
     Stated Maturity in excess of 40 years will be negotiated at the time of
     sale. The Company may also sell Notes to an Agent, as principal, at a
     discount equal to the commission applicable to an agency sale of a Note of
     identical maturity unless otherwise agreed to between the Company and the
     Agent. The Company may also sell the Notes directly to investors on its own
     behalf; no commission will be paid on such sales. See "Plan of
     Distribution."

(3)  Before deduction of expenses payable by the Company estimated at $400,000.

(4)  Or the equivalent thereof in foreign or composite currencies.

   Chase Securities, Inc.                  CommerzBank Capital Markets Corp.
Donaldson, Lufkin & Jenrette              First Chicago Capital Markets, Inc.
  Securities Corporation                          Merrill Lynch & Co.
    Goldman, Sachs & Co.                   NatWest Capital Markets Limited
NationsBanc Capital Markets, Inc.          CIBC Wood Gundy Securities Corp.
    Salomon Brothers Inc.

            The date of this Prospectus Supplement is April 30, 1996.





Unless otherwise specified in an applicable Pricing Supplement, the Notes will
bear interest at fixed rates (the "Fixed Rate Notes") or at floating rates (the
"Floating Rate Notes"). The applicable Pricing Supplement will specify whether
the rate of interest for a Floating Rate Note will be determined by reference to
one or more of the CD Rate, the Commercial Paper Rate, the Federal Funds Rate,
LIBOR, the Prime Rate, CMT Rate or the Treasury Rate, or any other interest rate
basis or formula (each, an "Interest Rate Basis"), as adjusted by any Spread
and/or Spread Multiplier, and will specify such other terms applicable to such
Note. Notes may also be issued as Foreign Currency Notes, Indexed Notes or
Amortizing Notes. See "Description of Notes." Interest on Fixed Rate Notes will
accrue from their date of issue and, unless otherwise specified in the
applicable Pricing Supplement, will be payable semiannually in arrears on
January 15 and July 15 of each year and at Maturity. Unless otherwise specified
in an applicable Pricing Supplement, the rate of interest on each Floating Rate
Note will be reset daily, weekly, monthly, quarterly, semiannually or annually,
as set forth therein and specified in the applicable Pricing Supplement, and
interest on each Floating Rate Note will accrue from its date of issue and will
be payable in arrears monthly, quarterly, semiannually or annually, as specified
in the applicable Pricing Supplement, and at Maturity. Notes may also be issued
with original issue discount, and such Notes may or may not currently pay
interest.

The Notes are being offered on a continuous basis by the Company through the
Agents. The Company may also sell Notes to Agents, as principals, for resale to
investors and other purchasers at varying prices relating to prevailing market
prices at the time of resale as determined by such Agents, or, if so specified
in an applicable Pricing Supplement, for resale at a fixed public offering
price. The Company may also, on its own behalf, directly solicit offers to
purchase Notes. Unless otherwise specified in an applicable Pricing Supplement,
the Notes will not be listed on any securities exchange and there can be no
assurance that the Notes offered by this Prospectus Supplement will be sold or
that there will be a secondary market for the Notes. The Company reserves the
right to cancel or modify the offer made hereby without notice. The Company and
any Agent will have the right to reject any offer to purchase Notes in whole or
in part. See "Plan of Distribution."






          IN CONNECTION WITH THE OFFERING OF NOTES, AGENTS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

          NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT,
ANY PRICING SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY AN AGENT. THIS PROSPECTUS SUPPLEMENT, ANY
PRICING SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                     IMPORTANT CURRENCY EXCHANGE INFORMATION

          Purchasers are required to pay for the Notes in the Specified
Currency, and payments of principal of, premium, if any, and any interest on
such Notes will be made in the Specified Currency, unless otherwise provided in
the applicable Pricing Supplement. Currently, there are limited facilities in
the United States for the conversion of U.S. dollars into foreign currencies or
currency units, and vice versa, and few banks offer non-U.S. dollar denominated
checking or savings account facilities in the United States. However, if
requested by a prospective purchaser of Notes denominated in a Specified
Currency other than U.S. dollars, the Agent soliciting the offer to purchase
will arrange for the conversion of U.S. dollars into such Specified Currency to
enable the purchaser to pay for such Notes. Such request must be made on or
before the third Business Day (as defined below) preceding the date of delivery
of the Notes, or by such other date as determined by such Agent. Each such
conversion will be made by the relevant Agent on such terms and subject to such
conditions, limitations and charges as such Agent may from time to time
establish in accordance with its regular foreign exchange practice. All costs of
exchange will be borne by purchasers of the Notes. See "Special Provisions and
Risks Relating to Foreign Currency Notes" below.

          References herein to "U.S. dollars" or "U.S.$" or "$" are to the
currency of the United States of America.


                                       S-2




                              DESCRIPTION OF NOTES

          The following summary of certain provisions of the Notes and the
Indentures (as defined) does not purport to be complete and is qualified in its
entirety by reference to the Indentures, a copy of each of which has been filed
as an exhibit to the Registration Statement of which this Prospectus Supplement
and the accompanying Prospectus are a part. Capitalized terms used but not
defined herein have the meanings given to them in either the Senior Indenture,
the Subordinated Indenture or the Notes, as the case may be. The term "Debt
Securities," as used in this Prospectus Supplement, refers to all securities
issued and issuable from time to time under the Indentures and includes the
Notes and the term "Securities" refers to all securities issued and issuable
under the Registration Statement. The following description of Notes will apply
unless otherwise specified in an applicable Pricing Supplement.

General

          The Senior Notes offered hereby will be issued under the Senior
Indenture referred to in the accompanying Prospectus with Chemical Bank, as
Trustee ("Senior Trustee"). The Subordinated Notes offered hereby will be issued
under the Subordinated Indenture referred to in the accompanying Prospectus with
The Chase Manhattan Bank, N.A., as Trustee ("Subordinated Trustee"). The Senior
Indenture and Subordinated Indenture are herein sometimes referred to
collectively as the "Indenture". The Senior Trustee and Subordinated Trustee are
herein sometimes referred to collectively as the "Trustee". The Senior Notes
constitute a single series to be issued under the Senior Indenture and currently
may be issued in an aggregate issue price of up to U.S. $300,000,000, less an
amount equal to the aggregate issue price of any other Securities, including any
other series of medium-term notes (including any Subordinated Notes issued under
this Prospectus Supplement). The Subordinated Notes constitute a single series
to be issued under the Subordinated Indenture and currently may be issued in an
aggregate issue price of up to U.S. $300,000,000, less an amount equal to the
aggregate issue price of any other Securities, including any other series of
medium-term notes (including any Senior Notes issued under this Prospectus
Supplement). Neither Indenture limits the aggregate principal amount of Debt
Securities which may be issued thereunder and Debt Securities may be issued
thereunder from time to time in one or more series up to the aggregate principal
amount from time to time authorized by the Company for each series. As of the
date of this Prospectus Supplement, there are no Debt Securities outstanding
under either Indenture.

          The Notes are currently limited to $300,000,000 aggregate initial
offering price, or the equivalent thereof in one or more currencies, including
composite currencies. The Notes will be offered on a continuous basis and will
mature on any day not less than nine months from the date of issue, which
maturity date may be subject to extension at the option of the Company, all as
specified in an applicable Pricing Supplement. Each Note having a Specified
Currency of Pounds Sterling will mature in compliance with such regulations as
the Bank of England may promulgate from time to time. Unless otherwise specified
in an applicable Pricing Supplement, interest-bearing Notes will either be Fixed
Rate Notes or Floating Rate Notes as specified in the applicable Pricing
Supplement. Notes may be issued at significant discounts from their principal
amount payable at the Stated Maturity (or on any prior date on which the
principal or an installment of principal of a Note becomes due and payable,
whether by declaration of acceleration, call for redemption at the option of the
Company, repayment at the option of the Holder or otherwise) (each such date, a
"Maturity"), and some Notes may not bear interest.

          The applicable Pricing Supplement relating to a Note will describe the
following terms: (i) the Specified Currency for such Note (and, if the Specified
Currency is other than U.S. dollars, certain other terms relating to such Note
and such Specified Currency, including the authorized denominations of such
Note); (ii) whether such Note is a Fixed Rate Note, a Floating Rate Note, an
Amortizing Note and/or an Indexed Note; (iii) if other than 100%, the price
(expressed as a percentage of the aggregate principal amount or face amount
thereof) at which such Note will be issued; (iv) the date on which such Note
will be issued (the "Original Issue Date"); (v) the date on which such Note will
mature (the "Stated Maturity"); (vi) if such Note is a Fixed Rate Note,


                                       S-3




the rate per annum at which such Note will bear interest, if any, and whether
such rate may be changed prior to its Stated Maturity (as a result of a change
in the debt rating of the Notes or otherwise); (vii) if such Note is a Floating
Rate Note, the Interest Rate Basis, the Initial Interest Rate, the Interest
Reset Period, the Interest Payment Dates, the Index Maturity, the Maximum
Interest Rate, if any, the Minimum Interest Rate, if any, the Spread and/or
Spread Multiplier, if any (all as defined below), and any other terms relating
to the particular method of calculating the interest rate for such Note and
whether such Spread and/or Spread Multiplier may be changed prior to Stated
Maturity (as a result of a change in the debt rating of the Notes or otherwise);
(viii) if such Note is an Amortizing Note, whether payments of principal thereof
and interest thereon will be made quarterly or semiannually, and the repayment
information in respect thereof; (ix) whether such Note is an Original Issue
Discount Note (as defined); (x) if such Note is an Indexed Note, the manner in
which the amount of any indexed interest payment or, if the principal amount of
such Note payable at Stated Maturity is indexed, the manner in which such
principal amount will be determined; (xi) whether such Note may be redeemed at
the option of the Company, or repaid at the option of the Holder, prior to
Stated Maturity as described herein and, if so, the provisions relating to such
redemption or repayment, including, in the case of an Original Issue Discount
Note or Indexed Note, the information necessary to determine the amount due upon
redemption or repayment; (xii) whether such Note is subject to an optional
extension beyond its Stated Maturity as described under "Extension of Maturity"
below; and (xiii) any other terms of such Note not inconsistent with the
provisions of the Indenture under which such Note will be issued.

          "Business Day" with respect to any Note means any day, other than a
Saturday or Sunday, that is (i) not a day on which banking institutions are
authorized or required by law, regulation or executive order to be closed in (a)
The City of New York or (b) if the Specified Currency for such Note is other
than U.S. dollars, the principal financial center of the country issuing such
Specified Currency (which, in the case of European Currency Units ("ECUs"),
shall be Brussels, Belgium) and (ii) if such Note is a LIBOR Note (as defined
below), also a London Banking Day. "London Banking Day" with respect to any Note
means any day on which dealings in deposits in U.S. Dollars are transacted in
the London interbank market.

          Each Note, other than a Foreign Currency Note, will be issued in fully
registered form as a Book- Entry Note or a Definitive Note, in denominations of
$1,000 and integral multiples thereof, unless otherwise specified in the
applicable Pricing Supplement. The authorized denominations of Foreign Currency
Notes will be indicated in the applicable Pricing Supplement.

          Interest rates offered by the Company with respect to the Notes may
differ depending upon, among other things, the aggregate principal amount of the
Notes purchased in any single transaction.

          Book-Entry Notes may be transferred or exchanged only through the
Depositary. See "Book-Entry Notes." Registration of transfer of Definitive Notes
will be made at the office or agency of the Company maintained by the Company
for such purpose in the Borough of Manhattan, The City of New York. No service
charge will be made by the Company or the Registrar for any such registration of
transfer or exchange of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith (other than exchanges pursuant to the Indenture not
involving any transfer).

          Payments of principal of, and premium and interest, if any, on
Book-Entry Notes will be made by the Company through the Paying Agent to the
Depositary. See "Book-Entry Notes." In the case of Definitive Notes, payment of
principal or premium, if any, at the Maturity of each Definitive Note will be
made in immediately available funds upon presentation of the Definitive Note at
the office or agency of the Company maintained by the Company for such purpose
in the Borough of Manhattan, The City of New York or at such other place as the
Company may designate (or, in the case of any repayment on an Optional Repayment
Date, upon presentation of the Definitive Note in accordance with the provisions
thereof as described below). Payment of interest due at Maturity will be made to
the person to whom payment of the principal shall be made. Payment of interest
due on Definitive Notes (other than at Maturity) will be made at the office or
agency of the Company maintained by the Company for such purpose or, at the
option of the Company, may be made by check mailed to


                                       S-4




the address of the person entitled thereto as such address shall appear in the
registry books of the Company. Notwithstanding the foregoing, a Holder of
$10,000,000 or more in aggregate principal amount of Definitive Notes having the
same Interest Payment Dates will, at the option of the Holder, be entitled to
receive interest payments by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable Interest Payment Date.
Such wire instructions, upon receipt by the Trustee, shall remain in effect
until revoked by such Holder.

          For special payment terms applicable to Foreign Currency Notes, see
"Special Provisions and Risks Relating to Foreign Currency Notes" below.

Redemption at the Option of the Company

          Unless otherwise indicated in an applicable Pricing Supplement, Notes
will not be subject to any sinking fund. The Notes will be redeemable at the
option of the Company prior to the Stated Maturity only if an initial redemption
date is specified in the Note (the "Initial Redemption Date") and in the
applicable Pricing Supplement. If so indicated in the applicable Pricing
Supplement, Notes will be subject to redemption at the option of the Company on
any date on and after the applicable Initial Redemption Date specified in such
Pricing Supplement. On or after the Initial Redemption Date, if any, the related
Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 (unless otherwise specified in the applicable Pricing
Supplement) at the option of the Company at the applicable Redemption Price,
together with interest thereon payable to the date of redemption, on notice
given not more than 60 nor less than 30 days prior to the date of redemption and
in accordance with the provisions of the Indenture. "Redemption Price," with
respect to a Note, will initially mean a percentage (the "Initial Redemption
Percentage") of the principal amount of such Note to be redeemed specified in
the applicable Pricing Supplement and shall decline at each anniversary of the
Initial Redemption Date by a percentage (the "Annual Redemption Percentage
Reduction"), if any, specified in the applicable Pricing Supplement of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.

Repayment at the Option of the Holder; Repurchase

          If so indicated in an applicable Pricing Supplement, Notes will be
repayable by the Company in whole or in part at the option of the Holders
thereof on their respective optional repayment dates specified in such Pricing
Supplement (the "Optional Repayment Dates"). If no Optional Repayment Date is
indicated with respect to a Note, such Note will not be repayable at the option
of the Holder prior to the Stated Maturity. Any repayment in part will be in
increments of $1,000 (unless otherwise specified in the applicable Pricing
Supplement) provided that any remaining principal amount of such Note will be an
authorized denomination of such Note. Unless otherwise provided in an applicable
Pricing Supplement, the repayment price for any Note so repaid will be 100% of
the principal amount to be repaid, together with accrued interest thereon
payable to the date of repayment. For any Note to be so repaid the Note must be
received, together with the form thereon entitled "Option to Elect Repayment"
duly completed, by the Paying Agent at the Corporate Trust Office (or such other
address of which the Company shall from time to time notify the Holders) not
more than 60 nor less than 30 days prior to the Optional Repayment Date.
Exercise of such repayment option by the Holder will be irrevocable.

          While the Book-Entry Notes are represented by global securities held
by or on behalf of the Depositary, and registered in the name of the Depositary
or the Depositary's nominee, the Depositary or its nominee will be the Holder of
such Book-Entry Note and therefore will be the only entity that can exercise a
right to repayment. In order to ensure that the Depositary or its nominee will
timely exercise a right to repayment with respect to a particular Book-Entry
Note, the beneficial owner of such Book-Entry Note must instruct the participant
through which it holds an interest in such Book-Entry Note to notify the
Depositary of its desire to exercise a right of repayment. Different firms may
have different deadlines for accepting instructions from their customers.
Accordingly, beneficial owners of Book-Entry Notes should consult the
participants through which they own their interests in the Book-Entry Notes for
the respective deadlines for such participants. All notices shall be executed


                                       S-5




          by a duly authorized officer of such participant (with signature
guaranteed) and shall be irrevocable. In addition, such beneficial owners of
Book-Entry Notes shall effect delivery of such Book-Entry Notes at the time such
notices of election are given to the Depositary by causing the participant to
transfer such beneficial owner's interest in the Book-Entry Notes, on the
Depositary's records, to the Trustee. Conveyance of notices and other
communications by the Depositary to participants, by participants to indirect
participants and by participants and indirect participants to beneficial owners
of the Book-Entry Notes will be governed by agreements among them, subject to
any statutory or regulatory requirements as may be in effect from time to time.

          If applicable, the Company will comply with the requirements of Rule
14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any other securities laws or regulations in connection with any such
repayment.

          The Company may at any time purchase Notes at any price or prices in
the open market or otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the Trustee
for cancellation.

Interest

          General. Unless otherwise specified in an applicable Pricing
Supplement, each Note will bear interest from, and including, its Original Issue
Date at the rate per annum or, in the case of a Floating Rate Note, pursuant to
the interest rate formula stated therein and in the applicable Pricing
Supplement until the principal thereof is paid or made available for payment.
Interest will be payable in arrears on each Interest Payment Date specified in
the applicable Pricing Supplement on which an installment of interest is due and
payable and at Maturity. Unless otherwise specified in an applicable Pricing
Supplement, the first payment of interest on any Note originally issued between
a record date and the related Interest Payment Date will be made on the Interest
Payment Date immediately following the next succeeding record date to the
registered Holder on such next succeeding record date. Unless otherwise
specified in an applicable Pricing Supplement, a "Record Date" shall be the
fifteenth calendar day (whether or not a Business Day) immediately preceding the
related Interest Payment Date.

          Fixed Rate Notes. Unless otherwise specified in an applicable Pricing
Supplement, each Fixed Rate Note will bear interest from, and including, the
Original Issue Date, at the rate per annum stated on the face thereof until the
principal amount thereof is paid or made available for payment. Interest
payments on Fixed Rate Notes will equal the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of which interest
has been paid (or from and including the Original Issue Date, if no interest has
been paid with respect to such Fixed Rate Notes), to but excluding the related
Interest Payment Date or Maturity, as the case may be. Unless otherwise
specified in an applicable Pricing Supplement, interest on Fixed Rate Notes will
be computed on the basis of a 360-day year of twelve 30-day months.

          Unless otherwise specified in an applicable Pricing Supplement,
interest on Fixed Rate Notes will be payable semi-annually on January 15 and
July 15 of each year and at Maturity. If any Interest Payment Date or the
Maturity of a Fixed Rate Note falls on a day that is not a Business Day, the
related payment of principal, premium, if any, or interest will be made on the
next succeeding Business Day as if made on the date such payment was due, and no
interest will accrue on the amount so payable for the period from and after such
Interest Payment Date or Maturity, as the case may be.

          Floating Rate Notes. Each Floating Rate Note will bear interest from
its Original Issue Date to the first Interest Reset Date (as defined below) for
such Note at the Initial Interest Rate set forth on the face thereof and in the
applicable Pricing Supplement. Thereafter, the interest rate on such Note for
each Interest Reset Period (as defined below) will be determined by reference to
an interest rate basis (the "Interest Rate Basis"), plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any. The "Spread" is the
number of basis points


                                       S-6




(one basis point equals one one-hundredth of a percentage point) that may be
specified in the applicable Pricing Supplement as being applicable to such Note,
and the "Spread Multiplier" is the percentage that may be specified in the
applicable Pricing Supplement as being applicable to such Note. The applicable
Pricing Supplement will designate one or more of the following Interest Rate
Bases as applicable to a Floating Rate Note: (i) LIBOR (a "LIBOR Note"), (ii)
the Commercial Paper Rate (a "Commercial Paper Rate Note"), (iii) the Treasury
Rate (a "Treasury Rate Note"), (iv) the Prime Rate (a "Prime Rate Note"), (v)
the Federal Funds Rate (a "Federal Funds Rate Note"), (vi) the CD Rate (a "CD
Rate Note"), (vii) the CMT Rate (a "CMT Rate Note") or (viii) such other
Interest Rate Basis or formula as is set forth in such Pricing Supplement and in
such Note. The "Index Maturity" for any Floating Rate Note is the period of
maturity of the instrument or obligation from which the Interest Rate Basis is
calculated. "H.15 (519)" means the publication entitled "Statistical Release
H.15 (519), `Selected Interest Rates,'" or any successor publication, published
by the Board of Governors of the Federal Reserve System. "Composite Quotations"
means the daily statistical release entitled "Composite 3:30 p.m. Quotations for
U.S. Government Securities" published by the Federal Reserve Bank of New York.

          As specified in the applicable Pricing Supplement, a Floating Rate
Note may also have either or both of the following (in each case expressed as a
rate per annum on a simple interest basis): (i) a maximum limitation, or
ceiling, on the rate at which interest may accrue during any interest period
("Maximum Interest Rate") and (ii) a minimum limitation, or floor, on the rate
at which interest may accrue during any interest period ("Minimum Interest
Rate"). In addition to any Maximum Interest Rate that may be applicable to any
Floating Rate Note, the interest rate on a Floating Rate Note will in no event
be higher than the maximum rate permitted by applicable law, as the same may be
modified by United States law of general application. The Notes will be governed
by the law of the State of New York and, under such law as of the date of this
Prospectus Supplement, the maximum rate of interest under provisions of the
penal law, with certain exceptions, is 25% per annum on a simple interest basis.
Such maximum rate of interest only applies to obligations that are less than
$2,500,000.

          Unless otherwise specified in the applicable Pricing Supplement with
respect to any issue of Floating Rate Notes, Chemical Bank will be the
calculation agent for Senior Notes and The Chase Manhattan Bank, N.A. will be
the calculation agent for Subordinated Notes (collectively, in such capacity,
the "Calculation Agent"). All determinations of interest by the Calculation
Agent shall, in the absence of manifest error, be conclusive for all purposes
and binding on the Holders of the Floating Rate Notes.

          The interest rate on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semiannually or annually (such period being the
"Interest Reset Period" for such Note, and the first day of each Interest Reset
Period being an "Interest Reset Date"), as specified in the applicable Pricing
Supplement. Unless otherwise specified in the applicable Pricing Supplement, the
Interest Reset Dates will be, in the case of Floating Rate Notes that reset
daily, each Business Day; in the case of Floating Rate Notes (other than
Treasury Rate Notes) that reset weekly, Wednesday of each week; in the case of
Treasury Rate Notes that reset weekly, Tuesday of each week (except as provided
below under "Treasury Rate Notes"); in the case of Floating Rate Notes that
reset monthly, the third Wednesday of each month; in the case of Floating Rate
Notes that reset quarterly, the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate Notes that reset
semiannually, the third Wednesday of each of two months of each year specified
in the applicable Pricing Supplement; and, in the case of Floating Rate Notes
that reset annually, the third Wednesday of one month of each year specified in
the applicable Pricing Supplement. If an Interest Reset Date for any Floating
Rate Note would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding Business Day, except that,
in the case of a LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day.

          Unless otherwise specified in the applicable Pricing Supplement,
interest payments on Floating Rate Notes will equal the amount of interest
accrued from and including the next preceding Interest Payment Date in respect
of which interest has been paid (or from and including the Original Issue Date,
if no interest has been paid


                                       S-7




with respect to such Floating Rate Notes), to but excluding the related Interest
Payment Date or Maturity or date of redemption or repayment, as the case may be.

          With respect to a Floating Rate Note, accrued interest shall be
calculated by multiplying the principal amount of such Note (or, in the case of
an Indexed Note, unless otherwise specified in the applicable Pricing
Supplement, the Face Amount (as defined below) of such Indexed Note) by an
accrued interest factor. Such accrued interest factor will be computed by adding
the interest factors calculated for each day in the period for which accrued
interest is being calculated. Unless otherwise specified in the applicable
Pricing Supplement, the interest factor (expressed as a decimal) for each such
day is computed by dividing the interest rate in effect on such day by 360, in
the case of LIBOR Notes, Commercial Paper Rate Notes, Prime Rate Notes, Federal
Funds Rate Notes and CD Rate Notes, or by the actual number of days in the year,
in the case of CMT Rate Notes and Treasury Rate Notes. For purposes of making
the foregoing calculation, the interest rate in effect on any Interest Reset
Date will be the applicable rate as reset on such date.

          Unless otherwise specified in the applicable Pricing Supplement, all
percentages resulting from any calculation of the rate of interest on a Floating
Rate Note will be rounded, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward, and
all currency amounts used in or resulting from such calculation on Floating Rate
Notes will be rounded to the nearest one one-hundredth of a unit (with .005 of a
unit being rounded upward).

          Unless otherwise indicated in the applicable Pricing Supplement and
except as provided below, interest will be payable, in the case of Floating Rate
Notes that reset daily, weekly or monthly, on the third Wednesday of each month
or on the third Wednesday of March, June, September and December of each year,
as specified in the applicable Pricing Supplement; in the case of Floating Rate
Notes that reset quarterly, on the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate Notes that reset
semiannually, on the third Wednesday of each of two months of each year
specified in the applicable Pricing Supplement; and, in the case of Floating
Rate Notes that reset annually, on the third Wednesday of one month of each year
specified in the applicable Pricing Supplement (each such day being an "Interest
Payment Date") and in each case at Maturity. If an Interest Payment Date (other
than at Maturity) with respect to any Floating Rate Note would otherwise be a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day, except that, in the case of a LIBOR Note, if
such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day. If the Maturity
date of a Floating Rate Note falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and/or interest will be made on
the next succeeding Business Day as if made on the date such payment was due,
and no interest shall accrue on such payment for the period from and after the
Maturity date to the date of such payment on the next succeeding Business Day.

          Upon the request of the Holder of any Floating Rate Note, the
Calculation Agent for such Note will provide the interest rate then in effect
and, if determined, the interest rate that will become effective on the next
Interest Reset Date with respect to such Floating Rate Note. Unless otherwise
specified in the applicable Pricing Supplement, the "Calculation Date," if
applicable, pertaining to any Interest Reset Date will be the earlier of (i) the
tenth calendar day after such Interest Reset Date or, if such day is not a
Business Day, the next succeeding Business Day or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or the Maturity Date,
as the case may be.

          The principal amount payable at Stated Maturity, or any earlier
redemption or repayment, of a Floating Rate Note may be linked to an Index (as
defined below) in the case of a Floating Rate Note that is also an Indexed Note.
In the case of such a Floating Rate Note, the rate of interest payable will be
based on the Face Amount (defined below) of such Floating Rate Note unless
specified otherwise in the applicable Pricing Supplement. See "Indexed Notes"
below.



                                       S-8




          CD Rate Notes. Each CD Rate Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the CD Rate and
the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest
Rate and the Maximum Interest Rate, if any, specified in such Note and in the
applicable Pricing Supplement.

          Unless otherwise specified in the applicable Pricing Supplement, the
"CD Rate" for each Interest Reset Period shall be the rate as of the second
Business Day prior to the Interest Reset Date for such Interest Reset Period (a
"CD Rate Determination Date") for negotiable certificates of deposit having the
Index Maturity designated in the applicable Pricing Supplement as published in
H.15 (519) under the heading "CDs (Secondary Market)." In the event that such
rate is not published prior to 3:00 p.m., New York City time, on the Calculation
Date pertaining to such CD Rate Determination Date, then the CD Rate for such
Interest Reset Period will be the rate on such CD Rate Determination Date for
negotiable certificates of deposit of the Index Maturity designated in the
applicable Pricing Supplement as published in Composite Quotations under the
heading "Certificates of Deposit." If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15 (519) or
Composite Quotations, then the CD Rate for such Interest Reset Period will be
calculated by the Calculation Agent for such CD Rate Note and will be the
arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York
City time, on such CD Rate Determination Date of three leading nonbank dealers
in negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for such CD Rate Note for negotiable
certificates of deposit of major United States money center banks (in the market
for negotiable certificates of deposit) with a remaining maturity closest to the
Index Maturity designated in the Pricing Supplement in a denomination of
$5,000,000; provided, however, that if the dealers selected as aforesaid by such
Calculation Agent are not quoting offered rates as mentioned in this sentence,
the CD Rate for such Interest Reset Period will be the same as the CD Rate for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).

          Commercial Paper Rate Notes. Each Commercial Paper Rate Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier,
if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate,
if any, specified in such Note and in the applicable Pricing Supplement.

          Unless otherwise specified in the applicable Pricing Supplement, the
"Commercial Paper Rate" for each Interest Reset Period will be determined by the
Calculation Agent for such Commercial Paper Rate Note as of the second Business
Day prior to the Interest Reset Date for such Interest Reset Period (a
"Commercial Paper Rate Determination Date") and shall be the Money Market Yield
(as defined below) on such Commercial Paper Rate Determination Date of the rate
for commercial paper having the Index Maturity specified in the applicable
Pricing Supplement, as such rate shall be published in H.15 (519) under the
heading Commercial Paper. In the event that such rate is not published prior to
3:00 p.m., New York City time, on the Calculation Date (as defined below)
pertaining to such Commercial Paper Rate Determination Date, then the Commercial
Paper Rate for such Interest Reset Period shall be the Money Market Yield on
such Commercial Paper Rate Determination Date of the rate for commercial paper
of the specified Index Maturity as published in Composite Quotations under the
heading Commercial Paper. If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15 (519) or
Composite Quotations, then the Commercial Paper Rate for such Interest Reset
Period shall be the Money Market Yield of the arithmetic mean of the offered
rates, as of 11:00 a.m., New York City time, on such Commercial Paper Rate
Determination Date of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent for such Commercial Paper Rate Note
for commercial paper of the specified Index Maturity placed for an industrial
issuer whose bonds are rated "AA" or the equivalent by a nationally recognized
rating agency; provided, however, that if the dealers selected as aforesaid by
such Calculation Agent are not quoting offered rates as mentioned in this
sentence, the Commercial Paper Rate for such Interest Reset Period will be the
same as the Commercial Paper Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the Initial Interest
Rate).


                                       S-9




          "Money Market Yield" shall be a yield calculated in accordance with
the following formula:

                         D x 360       
Money Market Yield = -------------- x 100
                      360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the period for which accrued interest is being calculated.

          Federal Funds Rate Notes. Each Federal Funds Rate Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if
any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if
any, specified in such Note and in the applicable Pricing Supplement.

          Unless otherwise specified in the applicable Pricing Supplement, the
"Federal Funds Rate" for each Interest Reset Period shall be the effective rate
on the second Business Day prior to the Interest Reset Date for such Interest
Reset Period (a "Federal Funds Rate Determination Date") for federal funds as
published in H.15 (519) under the heading "Federal Funds (Effective)." In the
event that such rate is not published prior to 3:00 p.m., New York City time, on
the Calculation Date (as defined below) pertaining to such Federal Funds Rate
Determination Date, the Federal Funds Rate for such Interest Reset Period shall
be the rate on such Federal Funds Rate Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective Rate." If by
3:00 p.m., New York City time, on such Calculation Date such rate is not yet
published in either H.15 (519) or Composite Quotations, then the Federal Funds
Rate for such Interest Reset Period will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last transaction in
overnight United States dollar federal funds arranged by three leading brokers
of federal funds transactions in The City of New York (which may include the
Agents or the Calculation Agent) selected by the Calculation Agent prior to 9:00
a.m., New York City time, on such Federal Funds Rate Determination Date;
provided, however, that if the brokers so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the Federal Funds Rate as of such
Federal Funds Rate Determination Date will be the Federal Funds Rate in effect
on such Federal Funds Rate Determination Date.

          LIBOR Notes. Each LIBOR Note will bear interest at the interest rates
calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if
any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if
any, specified in such LIBOR Note and in the applicable Pricing Supplement.

          Unless otherwise indicated in the applicable Pricing Supplement,
"LIBOR" means the determination by the Calculation Agent in accordance with the
following provisions:

               A. With respect to a LIBOR Interest Determination Date (as
          defined below) relating to a LIBOR Note, either, as specified in the
          applicable Pricing Supplement: (a) the arithmetic mean of the offered
          rates for deposits in U.S. dollars for the period of the Index
          Maturity specified in the applicable Pricing Supplement, commencing on
          the second London Banking Day immediately following such LIBOR
          Interest Determination Date, which appears on the Reuters Screen LIBO
          Page as of 11:00 a.m., London time, on the LIBOR Interest
          Determination Date, if at least two such offered rates appear on the
          Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the rate for
          deposits in U.S. dollars having the Index Maturity designated in the
          applicable Pricing Supplement, commencing on the second London Banking
          Day immediately following that LIBOR Interest Determination Date,
          which appears on the Telerate Page 3750 as of 11:00 a.m., London time,
          on that LIBOR Interest Determination Date ("LIBOR Telerate"). Unless
          otherwise indicated in the applicable Pricing Supplement, "Reuters
          Screen LIBO Page" means the display designated as Page "LIBO" on the
          Reuters Monitor Money Rate Service (or such other page as may replace


                                      S-10






          the LIBO page on that service for the purpose of displaying London
          interbank offered rates of major banks). "Telerate Page 3750" means
          the display designated as page "3750" on the Telerate Service (or such
          other page as may replace the 3750 page on that service or such other
          service or services as may be nominated by the British Bankers'
          Association for the purpose of displaying London interbank offered
          rates for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR
          Telerate is specified in the applicable Pricing Supplement, LIBOR will
          be determined as if LIBOR Telerate has been specified. In the case
          where (a) above applies, if fewer than two offered rates appear on the
          Reuters Screen LIBO Page, or, in the case where (b) above applies, if
          no rate appears on the Telerate Page 3750, as applicable, LIBOR in
          respect of that LIBOR Interest Determination Date will be determined
          as if the parties had specified the rate described in B. below.

               B. With respect to a LIBOR Interest Determination Date on which
          this provision applies, LIBOR will be determined on the basis of the
          rates at which deposits in U.S. dollars having the Index Maturity
          designated in the applicable Pricing Supplement are offered at
          approximately 11:00 a.m., London time, on such LIBOR Interest
          Determination Date by four major banks ("Reference Banks") in the
          London interbank market selected by the Calculation Agent to prime
          banks in the London interbank market commencing on the second London
          Banking Day immediately following such LIBOR Interest Determination
          Date and in a principal amount of not less than U.S. $1,000,000 that
          is representative for a single transaction in such market at such
          time. The Calculation Agent will request the principal London office
          of each of the Reference Banks to provide a quotation of its rate. If
          at least two such quotations are provided, LIBOR for such LIBOR
          Interest Determination Date will be the arithmetic mean of such
          quotations. If fewer than two quotations are provided, LIBOR for such
          LIBOR Interest Determination Date will be the arithmetic mean of the
          rates quoted at approximately 11:00 a.m., New York City time, on such
          LIBOR Interest Determination Date by three major banks (which may
          include the Agents or the Calculation Agent) in The City of New York
          selected by the Calculation Agent for loans in U.S. dollars to leading
          European banks having the specified Index Maturity designated in the
          applicable Pricing Supplement commencing on the second London Banking
          Day immediately following such LIBOR Interest Determination Date and
          in a principal amount equal to an amount of not less than U.S.
          $1,000,000 that is representative for a single transaction in such
          market at such time; provided, however, that if the banks selected as
          aforesaid by the Calculation Agent are not quoting as mentioned in
          this sentence, LIBOR will be LIBOR then in effect on such LIBOR
          Interest Determination Date.

          Unless otherwise indicated in the applicable Pricing Supplement, the
"LIBOR Interest Determination Date" pertaining to an Interest Reset Date for a
LIBOR Note will be the second London Banking Day preceding such Interest Reset
Date.

          Prime Rate Notes. Prime Rate Notes will bear interest at the interest
rates (calculated with reference to the Prime Rate as described below, and then
applying the Spread and/or Spread Multiplier, if any, which is applicable to the
Interest Reset Period, and subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any) specified in the applicable Pricing Supplement.

          Unless otherwise indicated in the applicable Pricing Supplement,
"Prime Rate" means, with respect to any Prime Interest Determination Date (as
defined below) relating to a Prime Rate Note, the rate set forth on such date in
H.15(519) under the heading "Bank Prime Loan." In the event that such rate is
not published prior to 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Prime Interest Determination Date, then the Prime Rate will
be determined by the Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen USPRIME1 Page (as defined herein) as such bank's prime rate or base
lending rate as in effect for that Prime Interest Determination Date. If fewer
than four such rates appear on the Reuters Screen USPRIME1 Page for the Prime
Interest Determination Date, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the prime rates quoted on
the basis


                                      S-11






          of the actual number of days in the year divided by a 360-day year as
of the close of business on such Prime Interest Determination Date by at least
two of three major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such rates are quoted as aforesaid, the
Prime Rate will be determined by the Calculation Agent on the basis of the rates
furnished in The City of New York by one or two, as the case may be, substitute
banks or trust companies organized and doing business under the laws of the
United States, or any State thereof, having total equity capital of at least
U.S. $500,000,000 and being subject to supervision or examination by federal or
state authority, selected by the Calculation Agent to provide such rate or
rates; provided, however, that if the banks selected as aforesaid are not
quoting as set forth above, the Prime Rate will remain the Prime Rate then in
effect on such Prime Interest Determination Date. "Reuters Screen USPRIME1 Page"
means the display designated as page "USPRIME1" on the Reuters Monitor Money
Rates Services (or such other page as may replace the USPRIME1 Page on that
service for the purpose of displaying the prime rate or base lending rate of
major United States banks).

          Unless otherwise indicated in the applicable Pricing Supplement, the
"Prime Interest Determination Date" pertaining to an Interest Reset Date for a
Prime Rate Note will be the second Business Day preceding such Interest Reset
Date.

          CMT Rate Notes. The Interest Rate on any CMT Rate Note will be equal
to the then applicable CMT Rate (as defined below), as adjusted by the Spread
and/or Spread Multiplier, if any, as specified in the CMT Rate Note and in the
applicable Pricing Supplement.

          Unless otherwise specified in the applicable Pricing Supplement, "CMT
Rate" means, with respect to any CMT Rate Interest Determination Date (as
described below), the rate displayed on the Designated CMT Telerate Page (as
defined below) under the caption ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 p.m.," under
the column for the Designated CMT Maturity Index (as defined below) for (i) if
the Designated CMT Telerate Page is 7055, the rate on such Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week or the
month, as applicable, in which the applicable CMT Rate Interest Determination
Date occurs. If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such CMT Rate Interest Determination Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or if not published by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such CMT Rate Interest
Determination Date, then the CMT Rate for such CMT Rate Interest Determination
Date will be such treasury constant maturity rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the designated CMT
Maturity Index) for the CMT Rate Interest Determination Date with respect to
such CMT Rate Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such CMT Rate Interest
Determination Date, then the CMT Rate for the CMT Rate Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 p.m., New York City time, on the CMT Rate
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury


                                      S-12






Note quotations, the CMT Rate for such CMT Rate Interest Determination Date will
be calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York (from five
such Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of at least
$100,000,000. If three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate will be based on the arithmetic
mean of the offer prices obtained and neither the highest nor the lowest of such
quotes will be eliminated; provided however, that if fewer than three Reference
Dealers selected by the Calculation Agent are quoting as described herein, the
CMT Rate will be the CMT Rate in effect on such CMT Rate Interest Determination
Date. If two Treasury Notes with an original maturity as described in the second
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the Treasury Note with the shorter
remaining term to maturity will be used.

          Unless otherwise indicated in the applicable Pricing Supplement, the
"CMT Rate Interest Rate Determination Date" pertaining to an Interest Reset Date
for a CMT Rate Note will be the second Business Day preceding such Interest
Reset Date.

          "Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified in the applicable Pricing Supplement (or
any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as published in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as published in H.15(519). If
no such page is specified in the applicable Pricing Supplement, the Designated
CMT Telerate Page shall be 7052, for the most recent week.

          "Designated CMT Maturity Index" means the original period to maturity
of the Treasury Notes (either one, two, three, five, seven, ten, twenty or
thirty years) specified in the applicable Pricing Supplement with respect to
which the CMT Rate will be calculated. If no such maturity is specified in the
applicable Pricing Supplement, the Designated CMT Maturity Index shall be two
years.

          Treasury Rate Notes. Each Treasury Rate Note will bear interest for
each Interest Reset Period at the interest rate calculated with reference to the
Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to
the Minimum Interest Rate and the Maximum Interest Rate, if any, specified in
such Note and in the applicable Pricing Supplement.

          Unless otherwise specified in the applicable Pricing Supplement, the
"Treasury Rate" for each Interest Reset Period will be the rate for the auction
held on the Treasury Rate Determination Date (as defined below) for such
Interest Reset Period of direct obligations of the United States ("Treasury
bills") having the Index Maturity specified in the applicable Pricing
Supplement, as such rate shall be published in H.15(519) under the heading "U.S.
Government Securities-Treasury bills-auction average (investment)" or, in the
event that such rate is not published prior to 3:00 p.m., New York City time, on
the Calculation Date pertaining to such Treasury Rate Determination Date, the
auction average rate (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) on such Treasury
Rate Determination Date as otherwise announced by the United States Department
of the Treasury. In the event that the results of the auction of Treasury bills
having the specified Index Maturity are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date, or if no such
auction is held on such Treasury Rate Determination Date, then the Treasury Rate
for such Interest Reset Period shall be calculated by the Calculation Agent for
such Treasury Rate Note and shall be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) of the arithmetic mean of the secondary market bid rates, as
of


                                      S-13






approximately 3:30 p.m., New York City time, on such Treasury Rate Determination
Date, of three leading primary United States government securities dealers
selected by such Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the specified Index Maturity; provided, however,
that if the dealers selected as aforesaid by such Calculation Agent are not
quoting bid rates as mentioned in this sentence, then the Treasury Rate for such
Interest Reset Period will be the same as the Treasury Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the Initial Interest Rate).

          The "Treasury Rate Determination Date" for each Interest Reset Period
will be the day of the week in which the Interest Reset Date for such Interest
Reset Period falls on which Treasury bills would normally be auctioned. Treasury
bills are normally sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday. If, as
the result of a legal holiday, an auction is so held on the preceding Friday,
such Friday will be the Treasury Rate Determination Date pertaining to the
Interest Reset Period commencing in the next succeeding week. If an auction date
shall fall on any day that would otherwise be an Interest Reset Date for a
Treasury Rate Note, then such Interest Reset Date shall instead be postponed to
the Business Day immediately following such auction date.

Other Provisions; Addenda

          Any provisions with respect to Notes, including the determination of
an Interest Rate Basis, the specification of an Interest Rate Basis, calculation
of the interest rate applicable to a Floating Rate Note, its Interest Payment
Dates or any other matter relating thereto may be modified by the terms as
specified under "Other Provisions" on the face thereof or in an Addendum
relating thereto, if so specified on the face thereof and in the applicable
Pricing Supplement.

Amortizing Notes

          The Company may from time to time offer Notes ("Amortizing Notes") on
which a portion or all the principal amount is payable prior to Stated Maturity
in accordance with a schedule, by application of a formula, or by reference to
an Index (as defined below). Further information concerning additional terms and
conditions of any Amortizing Notes, including terms for repayment of principal
thereof, will be provided in the applicable Pricing Supplement.

Original Issue Discount Notes

          Notes may be issued at a price less than their redemption price at
Maturity, resulting in such Notes being treated as if they were issued with
original issue discount for Federal income tax purposes ("Original Issue
Discount Notes"). Such Original Issue Discount Notes may currently pay no
interest or interest at a rate which at the time of issuance is below market
rates. See "United States Taxation." Certain additional considerations relating
to any Original Issue Discount Notes may be described in the Pricing Supplement
relating thereto.

Indexed Notes

          The Company may from time to time offer Notes ("Indexed Notes") on
which certain or all interest payments, or the principal amount payable at
Stated Maturity or earlier redemption or repayment is determined by reference to
the amount designated in the applicable Pricing Supplement as the "Face Amount"
of such Indexed Notes and by reference to the price or prices of specified
commodities or stocks, the exchange rate of one or more specified currencies
(including a composite currency such as the ECU) relative to an indexed currency
or by such other objective price, economic or other measures as are described in
the applicable Pricing Supplement (the "Index"). Holders of such Notes may
receive a principal amount at Maturity that is greater than or less than the
Face Amount of the Notes depending upon the relative value at Maturity of the
specified indexed item. Information


                                      S-14






as to the method for determining the principal amount payable at Maturity,
certain historical information with respect to the specified indexed term and
tax considerations associated with investment in Indexed Notes will be set forth
in the applicable Pricing Supplement.

          An investment in Notes indexed, as to principal or interest or both,
to one or more values of currencies (including exchange rates between
currencies), commodities or interest rate indices entails significant risks that
are not associated with similar investments in a conventional fixed-rate debt
security. If the interest rate of such a Note is so indexed, it may result in an
interest rate that is less than that payable on a conventional fixed- rate debt
security issued at the same time, including the possibility that no interest
will be paid, and, if the principal amount of such a Note is so indexed, the
principal amount payable at Maturity may be less than the original purchase
price of such Note if allowed pursuant to the terms of such Note, including the
possibility that no principal will be paid. The secondary market for such Notes
will be affected by a number of factors, independent of the creditworthiness of
the Company and the value of the applicable Index, including the volatility of
the applicable Index, the time remaining to the maturity of such Notes, the
amount outstanding of such Notes and market interest rates. The value of the
applicable Index depends on a number of interrelated factors, including
economic, financial and political events, over which the Company has no control.
Additionally, if the formula used to determine the principal amount or interest
payable with respect to such Notes contains a multiple or leverage factor, the
effect of any change in the applicable Index may be increased. The historical
experience of the relevant currencies, commodities or interest rate indices
should not be taken as an indication of future performance of such currencies,
commodities or interest rate indices during the term of any Note. Accordingly,
prospective investors should consult their own financial and legal advisors as
to the risks entailed by an investment in such Notes and the suitability of such
Notes in light of their particular circumstances.

Extension of Maturity

          The Pricing Supplement relating to each Fixed Rate Note (other than an
Amortizing Note) will indicate whether the Company has the option to extend the
maturity of such Fixed Rate Note for one or more periods of one or more whole
years (each an "Extension Period") up to but not beyond the date (the "Final
Maturity Date") set forth in such Pricing Supplement. If the Company has such
option with respect to any such Fixed Rate Note (an "Extendible Note"), the
following procedures will apply, unless modified as set forth in the applicable
Pricing Supplement.

          The Company may exercise such option with respect to an Extendible
Note by notifying the Paying Agent of such exercise at least 45 but not more
than 60 days prior to the maturity date originally in effect with respect to
such Note (the "Original Maturity Date") or, if the maturity date of such Note
has already been extended, prior to the maturity date then in effect (an
"Extended Maturity Date"). No later than 38 days prior to the Original Maturity
Date or an Extended Maturity Date, as the case may be (each, a "Maturity Date"),
the Paying Agent will mail to the Holder of such Note a notice (the "Extension
Notice") relating to such Extension Period, first class mail, postage prepaid,
setting forth (a) the election of the Company to extend the maturity of such
Note; (b) the new Extended Maturity Date; (c) the interest rate applicable to
the Extension Period; and (d) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the mailing by the Paying Agent of an Extension
Notice to the Holder of an Extendible Note, the maturity of such Note shall be
extended automatically, and, except as modified by the Extension Notice and as
described in the next paragraph, such Note will have the same terms it had prior
to the mailing of such Extension Notice.

          Notwithstanding the foregoing, not later than 10:00 A.M., New York
City time, on the twentieth calendar day prior to the Maturity Date then in
effect for an Extendible Note (or, if such day is not a Business Day, not later
than 10:00 A.M., New York City time, on the immediately succeeding Business
Day), the Company may, at its option, revoke the interest rate provided for in
the Extension Notice and establish a higher interest rate for the Extension
Period by causing the Paying Agent to send notice of such higher interest rate
to the Holder of such


                                      S-15






Note by first class mail, postage prepaid, or by such other means as shall be
agreed between the Company and the Paying Agent. Such notice shall be
irrevocable. All Extendible Notes with respect to which the Maturity Date is
extended in accordance with an Extension Notice will bear such higher interest
rate for the Extension Period, whether or not tendered for repayment.

          If the Company elects to extend the maturity of an Extendible Note,
the Holder of such Note will have the option to require the Company to repay
such Note on the Maturity Date at a price equal to the principal amount thereof
plus any accrued and unpaid interest to such date. In order for an Extendible
Note to be so repaid on such Maturity Date, the Holder thereof must follow the
procedures set forth above under "Repayment at the Option of the Holder;
Repurchase" for optional repayment, except that the period for delivery of such
Note or notification to the Paying Agent shall be at least 25 but not more than
35 days prior to the Maturity Date then in effect and except that a Holder who
has tendered an Extendible Note for repayment pursuant to an Extension Notice
may, by written notice to the Paying Agent, revoke any such tender for repayment
until 3:00 p.m., New York City time, on the twentieth calendar day prior to the
Maturity Date then in effect (or, if such day is not a Business Day, until 3:00
p.m., New York City time, on the immediately succeeding Business Day).

Book-Entry Notes

          Upon issuance, all Book-Entry Notes of the same series and bearing
interest (if any) at the same rate or pursuant to the same formula and having
the same date of issuance, redemption provisions (if any), repayment provisions
(if any), Stated Maturity and other terms will be represented by a single global
security (each a "Global Security"). Each Global Security representing
Book-Entry Notes will be deposited with, or on behalf of, the Depositary and
will be registered in the name of the Depositary or a nominee of the Depositary.

          Upon the issuance of a Global Security, the Depositary will credit
accounts held with it with the respective principal or face amounts of the
Book-Entry Notes represented by such Global Security. The accounts to be
credited shall be designated initially by the Agent through which the Notes were
sold or, to the extent that such Notes are offered and sold directly, by the
Company. Ownership of beneficial interests by participants in a Global Security
will be shown on, and the transfer of that ownership interest will be effected
only through, records maintained by the Depositary for such Global Security.
Ownership of beneficial interest in such Global Security by persons that hold
through participants will be shown on, and the transfer of that ownership
interest within such participant will be effected only through, records
maintained by such participant.

          Payment of principal of, premium (if any) and interest (if any) on
Book-Entry Notes represented by any such Global Security will be made to the
Depositary or its nominee, as the case may be, as the sole registered holder of
the Book-Entry Notes represented thereby for all purposes under the Indenture.
None of the Company, the Trustee, the Paying Agent or any agent of the Company
or the Trustee will have any responsibility or liability for any acts or
omissions of the Depositary, any aspect of the Depositary's records relating to
or payments made on account of beneficial ownership interests in a Global
Security representing any Book-Entry Notes or any other aspect of the
relationship between the Depositary and its participants or the relationship
between such participants and the owner of beneficial interests in a Global
Security owning through such participants or for maintaining, supervising or
reviewing any of the Depositary's records relating to such beneficial ownership
interests.

          The Company has been advised by the Depositary that upon receipt of
any payment of principal of, premium (if any) or interest (if any) on any such
Global Security, the Depositary will immediately credit, on its book-entry
registration and transfer system, the accounts of participants with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of the Depositary.
Payments by participants to owners of beneficial interests in a Global Security
held through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held by such
participants for customer accounts registered in "street name," and will be the
sole responsibility of such participants.


                                      S-16







          No Global Security may be transferred except as a whole by a nominee
of the Depositary to the Depositary or to another nominee of the Depositary, or
by the Depositary or any such nominee to a successor of the Depositary of such
successor.

          Unless otherwise specified in the applicable Pricing Supplement, a
Global Security representing Book-Entry Notes is exchangeable for Definitive
Notes of the same series and bearing interest (if any) at the same rate or
pursuant to the same formula, having the same date of issuance, redemption
provisions (if any), repayment provisions (if any), Stated Maturity and other
terms and of differing authorized denominations aggregating a like amount, only
if (x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time the Depositary
ceases to be a clearing agency registered under the Exchange Act, (y) the
Company in its sole discretion determines that such Global Security shall be
exchangeable for Definitive Notes or (z) there shall have occurred and be
continuing an Event of Default with respect to the Notes. Such Definitive Notes
shall be registered in the names of the owners of the beneficial interest in
such Global Security as provided by the Depositary's relevant participants (as
identified by the Depositary).

          Except as provided above, owners of beneficial interest in a Global
Security will not be entitled to receive physical delivery of Notes in
certificated form and will not be considered the registered holders thereof for
any purpose under the Indenture, and no Global Security representing Book-Entry
Notes shall be exchangeable or transferable. Accordingly, each person owning a
beneficial interest in such a Global Security must rely on the procedures of the
Depositary and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any rights
of a registered holder under the Indenture. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in certificated form. Such limits and such laws may impair the
ability to transfer beneficial interest in a Global Security.

          The Depositary, as the registered holder of each Global Security, may
appoint agents and otherwise authorized participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action which a registered holder is entitled to give or take under the
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of registered holders or that an
owner of a beneficial interest in such a Global Security desires to give or take
any action which a registered holder is entitled to give or take under the
Indenture, the Depositary would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would
authorize beneficial owners owning through such participants to give or take
such action or would otherwise act upon the instructions of beneficial owners
owning through them.

          The Depositary has advised the Company that the Depositary is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the Exchange Act. The Depositary was created to hold the
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book- entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (including the
Agents), banks (including the Trustee), trust companies, clearing corporations
and certain other organizations some of whom (and/or their representatives) own
the Depositary. Access to the Depositary's book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant, either directly
or indirectly.

Trustees

          The Chase Manhattan Bank, N.A., the Subordinated Trustee, is a trustee
under another indenture under which unsecured debt of the Company is outstanding
and is a depositary of funds of the Company. The


                                      S-17






Chase Manhattan Bank, N.A. and Chemical Bank have each made loans from time to
time to the Company and its subsidiaries in the normal course of business.

          The Indenture provides that the Company may remove the applicable
Trustee, without cause, upon six months notice and provided that no Default
occurs under the Indenture during such six-month period.

                    SPECIAL PROVISIONS AND RISKS RELATING TO
                             FOREIGN CURRENCY NOTES

General

          Unless otherwise specified in an applicable Pricing Supplement, Notes
denominated in other than United States dollars or ECUs will not be sold in, or
to residents of, the country issuing the Specified Currency in which particular
Notes are denominated. The information set forth in this Prospectus Supplement
is directed to prospective purchasers who are United States residents, and the
Company disclaims any responsibility to advise prospective purchasers who are
residents of countries other than the United States with respect to any matters
that may affect the purchase, holding or receipt of payments of principal of and
any interest on the Notes. Such persons should consult their own financial and
legal advisors with regard to such matters.

          THIS PROSPECTUS SUPPLEMENT DOES NOT DESCRIBE ALL RISKS OF AN
INVESTMENT IN FOREIGN CURRENCY NOTES THAT RESULT FROM SUCH NOTES BEING
DENOMINATED OR PAYABLE IN A FOREIGN CURRENCY OR CURRENCY UNIT, EITHER AS SUCH
RISKS EXIST AT THE DATE OF THIS PROSPECTUS SUPPLEMENT OR AS SUCH RISKS MAY
CHANGE FROM TIME TO TIME. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN
FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN
FOREIGN CURRENCY NOTES. FOREIGN CURRENCY NOTES ARE NOT AN APPROPRIATE INVESTMENT
FOR INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY
TRANSACTIONS.

          The information set forth below is by necessity incomplete and
prospective purchasers of Foreign Currency Notes should consult their own
financial and legal advisors with respect to any matters that may affect the
purchase or holding of a Foreign Currency Note or the receipt of payments of
principal of and any premium and interest on a Foreign Currency Note in a
Specified Currency.

Exchange Rates and Exchange Controls

          An investment in Foreign Currency Notes entails significant risks that
are not associated with a similar investment in a security denominated in United
States dollars. Such risks include, without limitation, the possibility of
significant changes in rate of exchange between the United States dollar and the
Specified Currency and the possibility of the imposition or modification of
foreign exchange controls by either the United States or foreign governments.
Such risks generally depend on events over which the Company has no control,
such as economic and political events and the supply and demand for the relevant
currencies. In recent years, rates of exchange between the United States dollar
and certain foreign currencies have been highly volatile and such volatility may
be expected in the future. Fluctuations in any particular exchange rate that
have occurred in the past are not necessarily indicative, however, of
fluctuations in the rate that may occur during the term of any Foreign Currency
Notes. Depreciation of the Specified Currency applicable to a Foreign Currency
Note against the United States dollar would result in a decrease in the United
States dollar-equivalent yield of such Note, in the United States
dollar-equivalent value of the principal payable at Maturity of such Note, and,
generally, in the United States dollar- equivalent market value of such Note.



                                      S-18






          Governments have imposed from time to time exchange controls and may
in the future impose or revise exchange controls at or prior to a Foreign
Currency Note's Maturity which could affect exchange rates as well as the
availability of the Specified Currency at a Foreign Currency Note's Maturity. At
present, the Company has identified the following currencies in which payments
of principal, premium and interest on Registered Securities may be made: English
pounds sterling, ECU, French francs, German deutsche marks, Japanese yen and
U.S. dollars. However, the Company may determine at any time to issue Registered
Securities with Specified Currencies other than those listed. There can be no
assurance that exchange controls will not restrict or prohibit payments of
principal, premium or interest in any Specified Currency. Even if there are no
exchange controls, it is possible that the Specified Currency for any particular
Foreign Currency Note will not be available at such Note's Maturity due to other
circumstances beyond the control of the Company. In that event, the Company will
repay in United States dollars on the basis of the Market Exchange Rate on the
second Business Day prior to such payment, or if such Market Exchange Rate is
not then available, on the basis of the most recently available Market Exchange
Rate or as otherwise indicated in the applicable Pricing Supplement. See
"Payment Currency" below.

Judgments

          The Notes will be governed by and construed in accordance with the
laws of the State of New York. If an action based on Foreign Currency Notes were
commenced in a court of the United States, it is likely that such court would
grant judgment relating to such Notes only in United States dollars. It is not
clear, however, whether, in granting such judgment, the rate of conversion into
United States dollars would be determined with reference to the date of default,
the date judgment is rendered or some other date. Under current New York law, a
state court in the State of New York rendering a judgment on a Foreign Currency
Note would be required to render such judgment in the Specified Currency in
which such Foreign Currency Note is denominated, and such judgment would be
converted into United States dollars at the exchange rate prevailing on the date
of entry of the judgment. Holders of Foreign Currency Notes would bear the risk
of exchange rate fluctuations between the time the amount of the judgment is
calculated and the time the Paying Agent converts United States dollars to the
Specified Currency for payment of the judgment.

Payment of Principal and Premium, if any, and Interest

          The Company is obligated to make payments of principal of and premium,
if any, and interest on Foreign Currency Notes in the applicable Specified
Currency (or, if such Specified Currency is not at the time of such payment
legal tender for the payment of public and private debts, in such other coin or
currency of the country which issued such Specified Currency as at the time of
such payment is legal tender for the payment of such debts). Any such amounts
paid by the Company will, unless otherwise specified in the applicable Pricing
Supplement, be converted by the Exchange Rate Agent named in the applicable
Pricing Supplement into United States dollars for payment to Holders. However,
unless otherwise specified in the applicable Pricing Supplement, the Holder of a
Foreign Currency Note may elect to receive such payments in the applicable
Specified Currency as hereinafter described.

          Any United States dollar amount to be received by a Holder of a
Foreign Currency Note will be based on the highest bid quotation in The City of
New York received by the Exchange Rate Agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of whom may be the Exchange
Rate Agent) selected by the Exchange Rate Agent and approved by the Company for
the purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Foreign Currency Notes scheduled to
receive United States dollar payments and at which the applicable dealer commits
to execute a contract. All currency exchange costs will be borne by the Holder
of such Foreign Currency Note by deductions from such payments. If three such
bid quotations are not available, payments will be made in the Specified
Currency.



                                      S-19






          Unless otherwise specified in the applicable Pricing Supplement, a
Holder of a Foreign Currency Note may elect to receive payment of the principal
of and premium, if any, and/or interest on such Note in the Specified Currency
by submitting a written request for such payment to the Trustee at its corporate
trust office in The City of New York on or prior to the applicable Record Date
or at least fifteen calendar days prior to the Maturity date, as the case may
be. Such written request may be mailed or hand delivered or sent by cable, telex
or other form of facsimile transmission. A Holder of a Foreign Currency Note may
elect to receive payment in the applicable Specified Currency for all such
principal, premium, if any, and interest payments and need not file a separate
election for each payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the applicable Record Date or at least
fifteen calendar days prior to the Maturity date, as the case may be. Holders of
Foreign Currency Notes whose Notes are to be held in the name of a broker or
nominee should contact such broker or nominee to determine whether and how an
election to receive payments in the applicable Specified Currency may be made.

          Payments of the principal of and premium, if any, and interest on
Foreign Currency Notes which are to be made in United States dollars will be
made in the manner specified herein with respect to Notes denominated in United
States dollars. See "Description of Notes - General." Payments of interest on
Foreign Currency Notes which are to be made in the applicable Specified Currency
on an Interest Payment Date (other than the Maturity date) will be made by check
mailed at the address of the Persons entitled thereto as they appear in the
Security Register. Payments of principal of and premium, if any, and interest on
Foreign Currency Notes which are to be made in the applicable Specified Currency
on the Maturity date will be made by wire transfer of immediately available
funds to an account with a bank designated at least fifteen calendar days prior
to the Maturity date by the applicable Holder, provided that such bank has
appropriate facilities therefor and that the applicable Note is presented at the
principal corporate trust office of the Trustee in time for the Trustee to make
such payments in such funds in accordance with its normal procedures.

          Unless otherwise specified in the applicable Pricing Supplement, a
beneficial owner of a Global Security or Securities representing Book-Entry
Notes denominated in a Specified Currency other than United States dollars which
elects to receive payments of principal, premium, if any, and interest in such
Specified Currency must notify the participant through which its interest is
held on or prior to the applicable Record Date or at least fifteen calendar days
prior to the Maturity date, as the case may be, of such beneficial owner's
election to receive all or a portion of such payment in such Specified Currency.
Such participant must notify the Depositary of such election on or prior to the
third Business Day after such Record Date or at least 12 calendar days prior to
the Maturity date, as the case may be, and the Depositary will notify the
Trustee of such election on or prior to the fifth Business Day after such Record
Date or a least 10 calendar days prior to the Maturity date, as the case may be.
If complete instructions are received by the participant and forwarded by the
participant to the Depositary, and by the Depositary to the Trustee, on or prior
to such dates, then the beneficial owner will receive payments in such Specified
Currency.

Payment Currency

          Except as described below with respect to the replacement of the
currency of a European Community ("EC") member state by the Euro, if a Specified
Currency is not available for the payment of principal or any premium or
interest with respect to a Foreign Currency Note due to the imposition of
exchange controls or other circumstances beyond the control of the Company, the
Company will be entitled to satisfy its obligations to Holders of Foreign
Currency Notes by making such payment in United States dollars on the basis of
the Market Exchange Rate on the second Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated in the
applicable Pricing Supplement. Any payment made under such circumstances in
United States dollars where the required payment is in other than United States
dollars will not constitute an Event of Default under the Indenture.



                                      S-20






          Except as described below with respect to Notes denominated in ECU, if
payment in respect of a Note is required to be made in any currency unit, and
such currency unit is unavailable due to the imposition of exchange controls or
other circumstances beyond the Company's control, then the Company shall make
any payments in respect of such Note in United States dollars until such
currency unit is again available. The amount of each payment in United States
dollars shall be computed on the basis of the Market Exchange Rate on the second
Business Day prior to such payment, or if such Market Exchange Rate is not then
available, on the basis of the equivalent of the currency unit in United States
dollars, which shall be determined by the Company or its agent on the following
basis. The component currencies of the currency unit for this purpose (the
"Component Currencies" or, individually, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day on
which the currency unit was used. The equivalent of the currency unit in United
States dollars shall be calculated by aggregating the United States dollar
equivalents of the Component Currencies. The United States dollar equivalent of
each of the Component Currencies shall be determined by the Company or such
agent on the basis of the most recently available Market Exchange Rate for each
such Component Currency, or as otherwise indicated in the applicable Pricing
Supplement.

          If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.

          "Market Exchange Rate" means (A) with respect to a Specified Currency
that is the currency of a country other than the United States, the noon U.S.
dollar buying rate in The City of New York for cable transfers for such
Specified Currency on the applicable date as determined by the Federal Reserve
Bank of New York, (B) with respect to a Specified Currency that is the ECU, the
exchange rate between the ECU and the United States dollar reported for the
applicable date by the Council of the European Communities (the reports of which
currently are based on the rates in effect at 2:30 p.m., Brussels time, on the
exchange markets of the component currencies of the ECU) and (C) with respect to
a Specified Currency that is a composite currency other than the ECU, the
exchange rate specified in the applicable Pricing Supplement for the applicable
date.

          All determinations referred to above made by the Company or its agent
(including the Exchange Rate Agent) shall be at its sole discretion and shall,
in the absence of manifest error, be conclusive for all purposes and binding on
the Holders of the Notes.

Special Provisions Relating to Notes Denominated in ECU

          Valuation of the ECU. Subject to the provisions under "Payment in a
Component Currency" below, the value of the ECU, in which the Notes may be
denominated or may be payable, is equal to the value of the ECU that is
currently used as the unit of account of the EC and which is at the date hereof
valued on the basis of specified amounts of the currencies of 12 of the 15
member states of the EC.

          Under the treaty establishing the EC, as amended by the treaty on
European Union (the "Treaty"), the currency composition of the ECU may not be
changed. The Treaty provides that at or before January 1, 1999, and subject to
the fulfillment of certain conditions, the ECU may become a currency in its own
right, replacing all or some of the 15 currencies of the member states of the EC
(the Austrian schilling, the Belgian franc, the Danish krone, the Dutch guilder,
the Finnish markka, the French franc, the German mark, the Greek drachma, the
Irish pound, Italian lira, the Luxembourg franc, the Portuguese escudo, the
Spanish peseta, the Swedish krona and U.K. sterling). Such new currency is to be
named the "Euro", and references herein to the "Euro" are to such new


                                      S-21






currency adopted pursuant to the Treaty. If the ECU becomes a currency in its
own right in accordance with the Treaty, all references to ECU in the Notes
shall be construed as references to the Euro. Other changes as to the nature or
composition of the ECU may be made by the EC in conformity with the Treaty and
EC law (changes in the component currencies or their weightings could require
amendment of the Treaty), in which event the composition of the ECU will change
accordingly and references to ECU in the Notes shall thereafter be construed as
references to the ECU as so changed.

          Payment in a Component Currency. With respect to each due date for the
payment of principal of, or interest on, the Notes on or after the first
Business Day in London on which the ECU is used neither as the unit of account
of the EC nor as a currency in its own right, replacing all or some of the
currencies of the member states of the EC, the Company shall choose a substitute
currency (the "Chosen Currency"), which may be any currency which was, on the
last day on which the ECU was used as the unit of account of the EC, a component
currency of the ECU or U.S. dollars, in which all payments due on or after that
date with respect to the Notes and coupons shall be made. Notice of the Chosen
Currency so selected shall, where practicable, be published in the manner
described in "Notices" below. The amount of each payment in such Chosen Currency
shall be computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of the fourth business day in London prior to
the date on which such payment is due.

          On the first Business Day in London on which the ECU is used neither
as the unit of account of the EC nor as a currency in its own right, replacing
all or some of the currencies of the member states of the EC, the Company shall
choose a Chosen Currency in which all payments with respect to Notes and coupons
having a due date prior thereto but not yet presented for payment are to be
made. Notice of the Chosen Currency so selected shall, where practicable, be
published in the manner described in "Notices" below. The amount of each payment
in such Chosen Currency shall be computed on the basis of the equivalent of the
ECU in that currency, determined as described below, as of such first business
day.

          The equivalent of the ECU in the relevant Chosen Currency as of any
date (the "Day of Valuation") shall be determined by, or on behalf of, the
Exchange Rate Agent on the following basis. The amounts and components composing
the ECU for this purpose (the "Components") shall be the amounts and components
that composed the ECU as of the last date on which the ECU was used as the unit
of account of the EC. The equivalent of the ECU in the Chosen Currency shall be
calculated by, first, aggregating the United States dollar equivalents of the
Components; and then, in the case of a Chosen Currency other than United States
dollars, using the rate used for determining the United States dollar equivalent
of the Components in the Chosen Currency as set forth below, calculating the
equivalent in the Chosen Currency of such aggregate amount in United States
dollars.

          The United States dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
exchange rate between the ECU and the United States dollar recorded on the Day
of Valuation by the EC Commission (the reports of which currently are based on
the rates in effect at 2:15 p.m. Brussels time on the exchange markets of the
component currencies of the ECU). In the absence of such report by the EC
Commission, the United States dollar equivalent of the Components shall be
determined by or on behalf of the Exchange Rate Agent on the basis of the middle
spot delivery quotations prevailing at 2:30 p.m. London time on the Day of
Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or
more major banks, as selected by the Company, in the country of issue of the
Component Currency in question.

          If for any reason no direct quotations are available for a Component
as of a Day of Valuation from any of the banks selected for this purpose, in
computing the U.S. dollar equivalent of such Component, the Exchange Rate Agent
shall (except as provided below) use the most recent direct quotations for such
Component obtained by it or on its behalf, provided that such quotations were
prevailing in the country of issue not more than two Business Days before such
Day of Valuation. If such most recent quotations were so prevailing more than
two Business Days in the country of issue before such Day of Valuation, the
Exchange Rate Agent shall determine the


                                      S-22






U.S. dollar equivalent of such Component on the basis of cross rates derived
from the middle spot delivery quotations for such Component Currency and for the
U.S. dollar prevailing at 2:30 p.m. London time on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Company, in a country other than the country of issue
of such Component Currency. Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the basis
of such cross rates if the Company or such agent judges that the equivalent so
calculated is more representative than the U.S. dollar equivalent calculated as
provided in the first sentence of this paragraph. Unless otherwise specified by
the Company, if there is more than one market for dealing in any Component
Currency by reason of foreign exchange regulations or for any other reason, the
market to be referred to in respect of such currency shall be that upon which a
non-resident issuer of securities denominated in such currency would purchase
such currency in order to make payments in respect of such securities.

          Payments in the Chosen Currency will be made at the specified office
of a paying agent in the country of the Chosen Currency, or, if none, or at the
option of the Holder, at the specified office of any Paying Agent either by a
check drawn on, or by transfer to an account maintained by the Holder with, a
bank in the principal financial center of the country of the Chosen Currency.

          All determinations referred to above made by, or on behalf of, the
Company or by, or on behalf of, the Exchange Rate Agent shall be at its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on Holders of Notes.

          Notes Denominated in the Currencies of EC Member States. If, pursuant
to the Treaty, all or some of the currencies of the 15 member states of the EC
are replaced by the Euro, the payment of principal of, or interest on, the Notes
denominated in such currencies shall be effected in Euro in conformity with
legally applicable measures taken pursuant to, or by virtue of, the Treaty.

                             UNITED STATES TAXATION

          The following summary, which was prepared by Cahill Gordon & Reindel,
counsel to the Company, describes the principal United States federal income tax
consequences of ownership and disposition of the Notes to initial purchasers.
This summary is based on the Internal Revenue Code of 1986, as amended to the
date hereof (the "Code"), administrative pronouncements of the Internal Revenue
Service ("IRS"), judicial decisions and United States Treasury Regulations that
are now in effect, changes to any of which subsequent to the date hereof may
adversely affect the tax consequences described herein. References to specific
sections of the Treasury Regulations shall be denoted herein by "Treas. Reg.
Section." This summary discusses only Notes held as capital assets within the
meaning of Section 1221 of the Code. It does not discuss all of the tax
consequences that may be relevant to a Holder in light of his particular
circumstances or to Holders subject to special rules, such as certain financial
institutions, insurance companies, tax-exempt organizations, dealers in
securities or foreign currencies, persons holding Notes as a hedge, or hedged
against currency risks, persons holding Notes as part of a straddle within the
meaning of Section 1092 of the Code or as part of a conversion transaction
within the meaning of Section 1258(c) of the Code, or persons whose functional
currency (as defined in Code Section 985) is not the U.S. dollar. Persons
considering the purchase of Notes should consult their own tax advisors with
regard to the application of the United States federal income tax laws to their
particular situations as well as any tax consequences arising under the laws of
any state, local or foreign taxing jurisdiction.

          The United States federal income tax consequences of the ownership and
disposition of a particular Note may depend, in part, on the particular terms of
the Note as set forth in the applicable Pricing Supplement. Any material special
Federal income tax consequences of the purchase, ownership or disposition of the
Notes not discussed herein, or in any Prospectus Supplement, will be discussed
in the applicable Pricing Supplement. Special Federal tax considerations and
other restrictions or terms applicable to any Notes that are issuable as Bearer


                                      S-23






Securities offered exclusively to United States Aliens will be set forth in an
applicable Pricing Supplement or Prospectus Supplement.

          As used herein, the term "United States Holder" means an owner of a
Note that (a) is (i) for United States federal income tax purposes a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or of any
political subdivision thereof, or (iii) an estate or trust the income of which
is subject to United States federal income taxation regardless of its source or
(b) is not a Holder described in (a) above but whose income from a Note is
effectively connected with such Holder's conduct of a United States trade or
business. The term also includes certain former citizens of the United States
whose income and gain on the Notes will be taxable by the United States.

          As used herein, the term "United States Alien Holder" means an owner
of a Note that is for United States federal income tax purposes (i) a
nonresident alien individual, (ii) a foreign corporation, (iii) a nonresident
alien fiduciary of a foreign estate or trust or (iv) a foreign partnership one
or more of the members of which is, for United States federal income tax
purposes, a nonresident alien individual, a foreign corporation or a nonresident
alien fiduciary of a foreign estate or trust.

Tax Consequences to United States Holders

          Payments of Interest. Interest paid on a Note, other than interest on
an "Original Issue Discount Note" that is not "qualified stated interest" (as
such terms are defined below), will generally be taxable to a United States
Holder as ordinary interest income at the time it accrues or is received in
accordance with the United States Holder's method of accounting for federal
income tax purposes. All payments on a Note (including all payments of stated
interest) that matures one year or less from its date of issuance will be
included in the stated redemption price at maturity of the Notes and will be
taxed to accrual method Holders and certain other categories of Holders in the
manner described below under "Original Issue Discount Notes." Special rules
governing the treatment of interest paid with respect to Original Issue Discount
Notes, including certain Floating Rate Notes, Foreign Currency Notes and Indexed
Notes, are described under "Original Issue Discount Notes," "Foreign Currency
Notes" and "Indexed Notes (including Currency Indexed Notes) and Notes Linked to
Commodity Prices, Equity Indices or Other Factors" below.

          Original Issue Discount Notes. Under the Code, a Note other than a
Note with a term of one year or less (a "short-term Original Issue Discount
Note"), which has an issue price that is less than its stated redemption price
at maturity by more than a "de minimis amount" (as defined below) will generally
be considered to have been issued at an original issue discount for federal
income tax purposes (an "Original Issue Discount Note"). The "issue price" of a
Note will be the initial offering price to the public (excluding bond houses,
brokers and similar persons acting in a similar capacity) at which price a
substantial amount of debt instruments in the issue including such Note is sold.
The stated redemption price at maturity of a Note will equal the sum of all
payments required under the Note other than "qualified stated interest"
payments. In general, "qualified stated interest" is stated interest that is
unconditionally payable in cash or in property (other than debt instruments of
the issuer) at least annually at (i) a single fixed rate (as appropriately
adjusted to take into account the length of the interval between payments), (ii)
a qualified floating rate or single objective rate described in Treas. Reg. ss.
1.1275-5 or (iii) certain combinations of (i) and (ii). Special rules may apply
if a Floating Rate Note is issued at a premium or is subject to a cap, a floor,
a "governor" (i.e., a restriction on the amount of increase or decrease in the
stated interest rate) or a similar restriction that is not fixed throughout the
term of the Note.

          If (i) a portion of the initial purchase price of a Note is
attributable to pre-issuance accrued interest, (ii) the first stated interest
payment on the Note is to be made within one year of the Note's issue date and
(iii) the payment will equal or exceed the amount of pre-issuance accrued
interest, then the United States Holder may elect to decrease the issue price of
the Note by the amount of pre-issuance accrued interest. In that event, a


                                      S-24






portion of the first stated interest payment will be treated as a return of the
excluded pre-issuance accrued interest and not as an amount payable on the Note.

          If the excess of a Note's stated redemption price at maturity over its
issue price is less than 1/4 of 1% of the stated redemption price at maturity
multiplied by the number of complete years to maturity (a "de minimis amount"),
then the Note generally will not be considered to have original issue discount.
Holders of Notes with a de minimis amount of original issue discount will
generally include such original issue discount in income, as capital gain, on a
pro rata basis as principal payments are made on the Note.

          United States Holders of Original Issue Discount Notes that mature
more than one year from their date of issuance will be required to include
original issue discount in income for federal income tax purposes as it accrues,
in accordance with a constant yield method based on a compounding of interest,
before the receipt of cash payments attributable to such income. Under this
method, United States Holders of Original Issue Discount Notes generally will be
required to include in income increasingly greater amounts of original issue
discount in successive accrual periods.

          In general, a cash method United States Holder of a short-term
Original Issue Discount Note is not required to accrue original issue discount
for United States federal income tax purposes unless it elects to do so. A cash
method Holder of a short-term Original Issue Discount Note will, nevertheless,
be required to take stated interest into income as it is received. Holders who
make such an election, Holders who report income for federal income tax purposes
on the accrual method and certain other Holders, including banks, regulated
investment companies, common trust funds, United States Holders who hold Notes
as part of certain identified hedging transactions, certain pass-through
entities, and dealers in securities, are required to include original issue
discount on such short-term Original Issue Discount Notes in income as it
accrues on a straight-line basis, unless an election is made to accrue the
original issue discount according to a constant yield method based on daily
compounding. In the case of a Holder who is not required, and does not elect, to
include original issue discount in income currently, any gain realized on the
sale, exchange or retirement of the short-term Original Issue Discount Note will
be ordinary income to the extent of the original issue discount accrued on a
straight-line basis (or, if elected, according to a constant yield method based
on daily compounding) through the date of sale, exchange or retirement reduced
by any payments of stated interest or other interest received. In addition, such
Holders will be required to defer deductions for any interest paid on
indebtedness incurred to purchase or carry short-term Original Issue Discount
Notes in an amount not exceeding the deferred interest income, until such
deferred interest income is recognized.

          Certain of the Original Discount Notes may be redeemed prior to
maturity. Original Issue Discount Notes containing such a feature may be subject
to rules that differ from the general rules discussed above. Purchasers of
Original Issue Discount Notes with such a feature should carefully examine the
applicable Pricing Supplement and should consult their tax advisors with respect
to such a feature since the tax consequences with respect to original issue
discount will depend, in part, on the particular terms and the particular
features of the purchased Note.

          A United States Holder who purchases a Note for an amount that is
greater than its issue price but equal to or less than its stated redemption
price at maturity will be considered to have purchased such Note at an
"acquisition premium." Under the acquisition premium rules the amount of OID
which such Holder must include in its gross income with respect to such Note for
any taxable year will be reduced by the portion of such acquisition premium
properly allocable to such year. If a United States Holder purchases a Note for
an amount that is greater than the stated redemption price at maturity, such
Holder will be considered to have purchased such Note with "amortizable bond
premium" equal in amount to such excess and will not be required to include any
original issue discount in income. Such Holder may generally elect (in
accordance with applicable Code provisions) to amortize such premium, using a
constant yield method, over the remaining term of the Note (where such Note is
not optionally redeemable prior to its maturity date). If such Note may be
optionally redeemed prior to maturity after


                                      S-25






such Holder has acquired it, the amount of amortizable bond premium is
determined with reference to either the amount payable on maturity or, if it
results in a smaller premium (attributable to the period of earlier redemption
date), with reference to the amount payable on the earlier redemption date. A
Holder who elects to amortize bond premium must reduce his tax basis in the Note
by the amount of the premium amortized in any year. The amount amortized in any
year will be treated as a reduction of the Holder's interest income from the
Note. An election to amortize bond premium applies to all taxable debt
obligations then owned and thereafter acquired by the taxpayer and may be
revoked only with the consent of the Internal Revenue Service.

          If a United States Holder purchases a Note that matures one year or
more from its date of issuance at a price that is less than the issue price of
such Note, subject to a "de minimis" rule similar to that described above, the
Note generally will be considered to bear "market discount" in the hands of such
United States Holder. In such case, gain realized by the United States Holder on
the sale or retirement of the Note generally will be treated as ordinary income
to the extent of the market discount that accrued on the Note while held by such
Holder. In addition, if the Company exercises its option, if any, to extend the
maturity (or to reset the interest rate) of a Note (as discussed below), then a
United States Holder may be required to recognize as ordinary income the accrued
market discount on the Note at that time. Moreover, if such Note is disposed of
in certain nontaxable transactions, accrued market discount will be includible
as ordinary income to the Holder as if such Holder had sold the Note at its then
fair market value. Finally, the Holder could be required to defer the deduction
of a portion of the interest paid on any indebtedness incurred or continued to
purchase or carry the Note. A U.S. Holder may elect to accrue market discount
into income on a current basis (which election applies to all market discount
bonds acquired by the taxpayer during and after the first year to which the
election applies), in which case neither the ordinary income upon sale rule nor
the interest deferral rule described above will apply. Market discount on a Note
will generally be treated as accruing ratably over the term of such Note, or, at
the election of the Holder, under a constant yield method.

          A United States Holder who acquires a Note generally may elect to
include in gross income its entire return on the Note (i.e., the excess of all
payments to be received on the Note including any interest and discount over the
amount paid for the Note by such Holder) in accordance with a constant yield
method similar to the method used for accruing OID, but treating the Note as
issued on the Holder's acquisition date at a price equal to the Holder's initial
adjusted basis with no interest payments being qualified stated interest. Such
an election for a Note with amortizable bond premium or market discount will
constitute, respectively, an election to amortize bond premium or accrue market
discount income for all of the Holder's debt instruments with amortizable bond
premium or market discount.

          Regulations applicable to the Original Issue Discount Notes contain
aggregation rules stating that in certain circumstances if more than one type of
Note is issued as part of the same issuance of securities, some or all of such
Notes may be treated together as a single debt instrument with a single issue
price, maturity date, yield to maturity and stated redemption price at maturity
for purposes of calculating and accruing any original issue discount. Unless
otherwise provided in the related Pricing Supplement, the Company does not
expect to treat any of the Notes as being subject to the aggregation rules for
purposes of computing original issue discount.

          Sale, Exchange or Retirement of the Notes. Upon the sale, exchange or
retirement of a Note, a United States Holder will recognize taxable gain or loss
equal to the difference between the amount realized on the sale, exchange or
retirement (not including any amount attributable to accrued but unpaid
interest) and such Holder's adjusted tax basis in the Note. A United States
Holder's adjusted tax basis in a Note will generally equal the cost of the Note
to such Holder, increased by the amount of any original issue discount or market
discount previously included in income by the Holder with respect to such Note
and reduced by any amortized premium and any principal payments received by the
Holder and, in the case of an Original Issue Discount Note, by the amounts of
any other payments that do not constitute qualified stated interest. Amounts
attributable to accrued interest are treated as interest as described under
"Payments of Interest" above.


                                      S-26







          Subject to certain exceptions for short-term Original Issue Discount
Notes and Notes with market discount (discussed above), and Bearer Securities
and Foreign Currency Notes (discussed below), gain or loss realized on the sale,
exchange or retirement of a Note will generally be capital gain or loss, and
will generally be long-term capital gain or loss if at the time of sale,
exchange or retirement the Note has been held for more than one year. See
"Original Issue Discount Notes" above. Under current law, the excess of net
long-term capital gains over the net short-term capital losses is taxed at a
lower rate than ordinary income for certain non-corporate taxpayers. The
distinction between capital gain or loss and ordinary income or loss is also
relevant for purposes of, among other things, limitations on the deductibility
of capital losses.

          As described under "Description of Notes -- Extension of Maturity"
above, the issuer will have the option to extend the maturity of a Note in
certain circumstances and, if the issuer exercises such option, the Holder will
have the option to require the issuer to repay the Note on the Maturity Date.
Although the law is currently unclear, proposed Treasury Regulations suggest
that any such extension of the maturity of a Note that exceeds the lesser of 5
years or 50% of the original term will likely be treated as a taxable exchange.
Any discussion herein that otherwise makes reference to sales, exchanges or
other dispositions should be read to include any deemed disposition that would
result from an extension of maturity.

          Bearer Securities. Under Sections 165(j) and 1287(a) of the Internal
Revenue Code, a Holder that is a United States person generally will not be
entitled to deduct any loss on Bearer Securities (including for purposes of this
paragraph a Note in global form exchangeable for Bearer Securities) other than
Bearer Securities having a maturity of one year or less from their date of
issuance, and must treat as ordinary income any gain realized on the sale or
other disposition (including a retirement of the Note) of Bearer Securities
(other than Bearer Securities having a maturity of one year or less from their
date of issue). Holders intending to purchase a Bearer Security should refer to
the discussion relating to taxation in the applicable Pricing Supplement or
Prospectus Supplement.

          Foreign Currency Notes. The following summary relates to Notes that
are denominated, or provide for payments, in a currency or currency unit other
than the U.S. dollar ("Foreign Currency Notes").

          A United States Holder of a Foreign Currency Note who uses the cash
method of accounting and who receives a payment of interest (including a payment
of qualified stated interest, but not a payment in respect of original issue
discount) in U.S. dollars will be required to include the amount of such payment
in income upon receipt. A cash method Holder who receives such a payment in a
foreign currency will be required to include in income the U.S. dollar value of
such foreign currency payment (determined on the date such payment is received)
regardless of whether the payment is in fact converted to U.S. dollars at that
time, and such U.S. dollar value will be the United States Holder's tax basis in
the foreign currency.

          To the extent the above paragraph is not applicable, a United States
Holder will be required to include in income the U.S. dollar value of the amount
of interest income (including original issue discount, and adjusted for
acquisition premium and market discount to the extent applicable) that has
accrued and is otherwise required to be taken into account with respect to a
Foreign Currency Note during an accrual period. The U.S. dollar value of such
accrued income will generally be determined by translating such income at the
average rate of exchange for the accrual period or, with respect to an accrual
period that spans two taxable years, at the average rate for the partial period
within the taxable year. Such United States Holder will recognize ordinary
income or loss with respect to accrued interest income on the date such income
is actually received by payment or when the Note is disposed of. The amount of
ordinary income or loss recognized will equal the difference between the amount
received in respect of an accrual period (or, where the Holder receives foreign
currency, the U.S. dollar value of the foreign currency received (determined on
the date such amount is received) in respect of such accrual period) and the
U.S. dollar value of interest income that has accrued during such accrual period
(as determined above). A United States Holder may elect to translate interest
income (including original issue discount) into U.S.


                                      S-27






dollars at the spot rate on the last day of the interest accrual period (or, in
the case of a partial accrual period, the spot rate on the last date of the
taxable year) or, if the date of receipt is within five business days of the
last day of the interest accrual period, the spot rate on the date of receipt. A
United States Holder that makes such an election must apply it consistently to
all debt instruments from year to year and cannot change the election without
the consent of the Internal Revenue Service.

          Original issue discount, market discount and amortizable bond premium
of a Foreign Currency Note are to be determined in the relevant foreign
currency. Where the Holder elects to include market discount in income
currently, the amount of market discount will be determined for any accrual
period in the relevant foreign currency and then translated into United States
dollars on the basis of the average rate in effect during such accrual period.
Exchange gain or loss realized with respect to such accrued market discount
shall be determined in accordance with the rules relating to accrued interest
described above. The amount of accrued market discount (other than market
discount currently includible in income) taken into account upon receipt of any
partial principal payment or upon the sale, exchange, retirement or other
disposition of a Foreign Currency Note will be the United States dollar value of
such accrued market discount determined on the date of receipt of such partial
principal payment or upon the sale, exchange, retirement or other disposition.

          Any loss (net of foreign currency exchange gain, if any) realized on
the sale, exchange or retirement of a Foreign Currency Note with amortizable
bond premium by a United States Holder who has not elected to amortize such
premium under Section 171 of the Code will be a capital loss to the extent of
such bond premium. If such an election is made, amortizable bond premium taken
into account on a current basis shall reduce interest income in units of the
relevant foreign currency. Exchange gain or loss is realized on such amortized
bond premium with respect to any period by treating the bond premium amortized
in such period as a return of principal.

          A United States Holder's tax basis in a Foreign Currency Note, and the
amount of any subsequent adjustment to such Holder's tax basis, will be the
United States dollar value of the foreign currency amount paid for such Foreign
Currency Note, or of the foreign currency amount of the adjustment, determined
on the date of such purchase or adjustment (and, with respect to original issue
discount, market discount and bond premium, as discussed above). A United States
Holder who purchases a Foreign Currency Note with previously owned foreign
currency will recognize ordinary income or loss in an amount equal to the
difference, if any, between such United States Holder's tax basis in the foreign
currency and the United States dollar amount paid for the Foreign Currency Note
on date of purchase.

          Gain or loss realized upon the sale, exchange or retirement of a
Foreign Currency Note that is attributable to fluctuations in currency exchange
rates will be ordinary income or loss which will not be treated as interest
income or expense, but such income or loss will be taken into account only to
the extent of the total gain or loss on the disposition. Gain or loss
attributable to fluctuations in exchange rates will equal the difference between
(i) the United States dollar value of the foreign currency principal amount of
such Note, and any payment with respect to accrued interest, determined on the
date such payment is received or such Note is disposed of, and (ii) the United
States dollar value of the foreign currency principal amount of such Note,
determined on the date such United States Holder acquired such Note, and the
United States dollar value of the accrued interest received, determined by
translating such interest at the average exchange rate for the accrual period.
Such foreign currency gain or loss will be recognized only to the extent of the
total gain or loss realized by a United States Holder on the sale, exchange or
retirement of the Foreign Currency Note. The source of such foreign currency
gain or loss will be determined by reference to the residence of the Holder or
the "qualified business unit" of such Holder on whose books the Note is properly
reflected. Any gain or loss realized by such a Holder in excess of such foreign
currency gain or loss will be capital gain or loss (except in the case of a
short-term Original Issue Discount Note or market discount Note, to the extent
of any original issue discount or market discount not previously included in
such Holder's income).



                                      S-28






          A United States Holder will have a tax basis in any foreign currency
received on the sale, exchange or retirement of a Foreign Currency Note equal to
the United States dollar value of such foreign currency, determined at the time
of such sale, exchange or retirement. Regulations issued under Section 988 of
the Code provide a special rule for purchases and sales of publicly traded
Foreign Currency Notes by a cash method taxpayer under which units of foreign
currency paid or received are translated into United States dollars at the spot
rate on the settlement date of the purchase or sale. Accordingly, no exchange
gain or loss will result from currency fluctuations between the trade date and
the settlement of such a purchase or sale. An accrual method taxpayer may elect
the same treatment required of cash-method taxpayers with respect to the
purchases and sales of publicly traded Foreign Currency Notes provided the
election is applied consistently. Such election cannot be changed without the
consent of the Internal Revenue Service. Any gain or loss realized by a United
States Holder on a sale or other disposition of foreign currency (including its
exchange for United States dollars or its use to purchase Foreign Currency
Notes) will be ordinary income or loss.

          Indexed Notes (including Currency Indexed Notes) and Notes Linked to
Commodity Prices, Equity Indices or Other Factors. The United States federal
income tax consequences to a Holder of the ownership and disposition of indexed
notes and notes linked to commodity prices, equity indices or other factors may
vary depending on the exact terms of the Notes. Proposed regulations issued on
December 15, 1994 address, among other things, the accrual of original issue
discount on, and the character of gain realized on the sale, exchange or
retirement of, debt instruments providing for contingent payments. Such
regulations would apply to contingent payment debt instruments issued on or
after 60 days after the date final regulations are published. Holders intending
to purchase such Notes should refer to the discussion relating to taxation in
the applicable Pricing Supplement.

Tax Consequences to United States Alien Holders

          Under present United States federal income and estate tax law, and
subject to the discussion below concerning backup withholding:

               a. payments of principal, interest (including original issue
          discount, if any), excluding contingent interest described in Section
          871(h)(4) of the Code, and premium on the Notes by the Company or any
          paying agent to any United States Alien Holder will not be subject to
          United States federal withholding tax, provided that, in the case of
          interest (including original issue discount), (i) such Holder does not
          own, actually or constructively, 10 percent or more of the total
          combined voting power of all classes of stock of the Company entitled
          to vote, is not a controlled foreign corporation related, directly or
          indirectly, to the Company through stock ownership, and is not a bank
          receiving interest described in Section 881(c)(3)(A) of the Code and
          (ii) if the Note is a Registered Security, the beneficial owner
          thereof fulfills the statement requirement set forth in Section 871(h)
          or Section 881(c) of the Code;

               b. a United States Alien Holder of a Note will not be subject to
          United States federal income tax on gain realized on the sale,
          exchange or other disposition of such Note, unless (i) such Holder is
          an individual who is present in the United States for 183 days or more
          in the taxable year of disposition, and certain conditions are met or
          (ii) such gain is effectively connected with the conduct by such
          Holder of a trade or business in the United States; and

               c. except to the extent that interest on a Note constitutes
          contingent interest described in Section 871(h)(4) of the Code, a Note
          or coupon held by an individual who is not a citizen or resident of
          the United States at the time of his death will not be subject to
          United States federal estate tax as a result of such individual's
          death, provided that the individual does not own, actually or
          constructively, 10 percent or more of the total combined voting power
          of all classes of stock of the Company entitled to vote and, at the
          time of such individual's death, payments with respect to such Note or
          coupon would not have been effectively connected to the conduct by
          such individual of a trade or business in the United States.


                                      S-29







          Sections 871(h) and 881(c) of the Code require that, in order to
obtain the portfolio interest exemption from withholding tax described in
paragraph (a) above in the case of a Registered Security, either the beneficial
owner of the Note or a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary course of its trade
or business (a "Financial Institution") and that is holding the Note on behalf
of such beneficial owner, shall file a statement with the withholding agent to
the effect that the beneficial owner of the Note is not a United States Holder.
Under temporary United States Treasury Regulations, such requirement will be
fulfilled if the beneficial owner of a Note certifies on Internal Revenue
Service Form W-8, under penalties of perjury, that it is not a United States
Holder and provides its name and address, and any Financial Institution holding
the Note on behalf of the beneficial owner files a statement with the
withholding agent to the effect that it has received such a statement from the
Holder (and furnishes the withholding agent with a copy thereof).

          If a United States Alien Holder of a Note is engaged in a trade or
business in the United States, and if interest (including original issue
discount) on the Note is effectively connected with the conduct of such trade or
business, the United States Alien Holder, although exempt from the withholding
tax discussed in the preceding paragraph, will generally be subject to regular
United States income tax on interest (including any original issue discount) and
on any gain realized on the sale, exchange or other disposition of a Note in the
same manner as if it were a United States Holder. See "Tax Consequences to
United States Holders" above. In lieu of the certificate described in the
preceding paragraph, such a Holder will be required to provide to the Company a
properly executed Internal Revenue Service Form 4224 in order to claim an
exemption from withholding tax. In addition, if such United States Alien Holder
is a foreign corporation, it may be subject to a branch profits tax equal to 30%
(or such lower rate provided by an applicable treaty) of its effectively
connected earnings and profits for the taxable year, subject to certain
adjustments. For purposes of the branch profits tax, interest (including
original issue discount) on and any gain recognized on the sale, exchange or
other disposition of a Note will be included in the earnings and profits of such
United States Alien Holder if such interest is effectively connected with the
conduct by the United States Alien Holder of a trade or business in the United
States.

Backup Withholding and Information Reporting

          Under current United States federal income tax law, a 31% backup
withholding tax and information reporting requirements apply to certain payments
of principal, premium and interest (including original issue discount) made to,
and to the proceeds of sale before maturity by, certain Holders of the Notes.

          In the case of a noncorporate United States Holder, backup withholding
will apply only if such Holder (i) fails to furnish its Taxpayer Identification
Number ("TIN") which, for an individual, would be his Social Security number,
(ii) furnishes an incorrect TIN, (iii) is notified by the Internal Revenue
Service that it has failed to properly report payments of interest and dividends
or (iv) under certain circumstances, fails to certify, under penalties of
perjury, that it has furnished a correct TIN and has not been notified by the
Internal Revenue Service that it is subject to backup withholding for failure to
report interest and dividend payments. United States Holders should consult
their tax advisors regarding their qualification for exemption from backup
withholding and the procedure for obtaining such an exemption if applicable.

          The amount of any backup withholding from a payment to a United States
Holder will be allowed as a credit against such Holder's United States federal
income tax liability and may entitle such Holder to a refund, provided that the
required information is furnished to the Internal Revenue Service.

          In the case of a United States Alien Holder, under current Treasury
Regulations, backup withholding will not apply to (i) payments of principal,
premium or interest made by the Company or any paying agent thereof on a Note if
the certifications and statements required by Sections 871(h) and 881(c) are
received, or (ii) such payments made outside the United States by the Company or
any Paying Agent on a Bearer Security, provided in each case that the Company or
such paying agent, as the case may be, does not have actual knowledge


                                      S-30






that the payee is a United States person. The Company will, where required,
report to Holders of the Notes and the Internal Revenue Service the amount of
any interest paid or original issue discount accruing on the Notes in each
calendar year and the amounts of tax withheld, if any, with respect to such
payments.

          Under current Treasury Regulations, if payments of principal, premium
or interest are made to or through the foreign office of a custodian, nominee or
other agent acting on behalf of a beneficial owner of a Note, such custodian,
nominee or other agent will not be required to apply backup withholding to such
payments made to such beneficial owner and generally will not be subject to
information reporting requirements. However, if such custodian, nominee or other
agent is a United States person, a controlled foreign corporation for United
States tax purposes, or a foreign person 50 percent or more of whose gross
income is effectively connected with a United States trade or business for a
specified three-year period, such custodian, nominee or other agent may be
subject to certain information reporting requirements with respect to such
payments unless it has in its records documentary evidence that the beneficial
owner is not a United States person and certain conditions are met or the
beneficial owner otherwise establishes an exemption. Under proposed Treasury
Regulations, backup withholding may apply to any payment which such custodian,
nominee or other agent is required to report if such custodian, nominee or other
agent has actual knowledge that the payee is a United States person.

          Under current Treasury Regulations, payments on the sale, exchange or
other disposition of a Note made to or through a foreign office of a broker
generally will not be subject to backup withholding. However, if such broker is
a United States person, a controlled foreign corporation for United States tax
purposes or a foreign person 50 percent or more of whose gross income is
effectively connected with a United States trade or business for a specified
three-year period, information reporting will be required unless the broker has
in its records documentary evidence that the beneficial owner is not a United
States person and certain other conditions are met or the beneficial owner
otherwise establishes an exemption. Under proposed Treasury Regulations, backup
withholding may apply to any payment which such broker is required to report if
such broker has actual knowledge that the payee is a United States person.
Payments to or through the United States office of a broker will be subject to
backup withholding and information reporting unless the Holder certifies, under
penalties of perjury, that it is not a United States person or otherwise
establishes an exemption.

          United States Alien Holders of Notes should consult their tax advisers
regarding the application of information reporting and backup withholding in
their particular situations, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Any amounts withheld
from a payment to a United States Alien Holder under the backup withholding
rules will be allowed as a credit against such Holder's United States federal
income tax liability and may entitle such Holder to a refund, provided that the
required information is furnished to the United States Internal Revenue Service.


                                      S-31






                              PLAN OF DISTRIBUTION

          The Notes are being offered on a continuous basis for sale by the
Company through Chase Securities, Inc., CommerzBank Capital Markets Corp.,
Donaldson, Lufkin & Jenrette Securities Corporation, First Chicago Capital
Markets, Inc., Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, NatWest Capital Markets Limited, NationsBanc
Capital Markets, Inc., Salomon Brothers Inc, Wood Gundy Corporation, agents, and
by any other agent who may be appointed by the Company (collectively, the
"Agents"). Each Agent will agree to use its reasonable best efforts to solicit
offers to purchase the Notes. The Company will pay a commission to any such
Agent named in an applicable Pricing Supplement, in the form of a discount,
depending upon the Stated Maturity of the Note which, except as otherwise set
forth in a Pricing Supplement, will range from .125% to .875% of the principal
amount of any Note sold through such Agent. Commissions with respect to Notes
with maturities in excess of 40 years that are sold through an Agent will be
negotiated between the Company and such Agent at the time of such sale. The
Company may also, on its own behalf, directly solicit offers to purchase Notes,
at any time, in any manner, upon any terms, and to any person. No commission
will be payable on any sale of Notes directly solicited by the Company. The
Company may sell Notes to an Agent, as principal, for resale to investors and
other purchasers at varying prices relating to prevailing market prices at the
time of resale as determined by such Agent, or, if so specified in an applicable
Pricing Supplement, for resale at a fixed public offering price. Unless
otherwise specified in an applicable Pricing Supplement, any Note sold to an
Agent as principal will be purchased by such Agent at a price equal to 100% of
the principal amount thereof less a percentage of the principal amount equal to
the commission applicable to an agency sale (as described above) of a Note of
identical maturity.

          An Agent may sell Notes it has purchased from the Company as principal
to other dealers for resale to investors and other purchasers, and may allow any
portion of the discount received in connection with such purchase from the
Company to such dealers. After the initial public offering or Notes, the public
offering price (in the case of Notes to be resold at a filed public offering
price), the concession and the discount may be changed.

          The Company reserves the right to withdraw, cancel or modify the offer
made hereby without notice and may reject orders in whole or in part whether
placed directly with the Company or through an Agent. Each Agent will have the
right, in its discretion reasonably exercised, to reject in whole or in part any
offer to purchase Notes received by it on an agency basis.

          Unless otherwise specified in an applicable Pricing Supplement,
payment of the purchase price of the Notes will be required to be made in
immediately available funds in New York City on the date of settlement.

          No Note will have an established trading market when issued. Unless
otherwise specified in an applicable Pricing Supplement, the Notes will not be
listed on any securities exchange. An Agent may from time to time purchase and
sell Notes in the secondary market, but such Agent is not obligated to do so,
and there can be no assurance that there will be a secondary market for the
Notes or liquidity in the secondary market if one develops. From time to time,
one or more Agents may make a market in the Notes, but are not obligated to do
so and may discontinue any market-making activity at any time.

          The Agents and their affiliates may engage in transactions with and
perform services for the Company and certain of its affiliates in the ordinary
course of business. In addition, an affiliate of an Agent may be a lender to the
Company and may receive its proportionate share of any repayment by the Company
of amounts owed to such affiliate from the proceeds of an offering of Notes.
Chase Securities, Inc. is an affiliate of the Chase Manhattan Bank, N.A., the
Subordinated Trustee.

          An Agent may be deemed to be "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). The Company has
agreed to indemnify each Agent against certain liabilities


                                      S-32





including liabilities under the Securities Act, or to contribute to payments an
Agent may be required to make in respect thereof. The Company has agreed to
reimburse each Agent for certain other expenses.

          Concurrently with the offering of Notes through Agents as described
herein, the Company may issue other Debt Securities pursuant to the Indenture
referred to herein.


                                  LEGAL MATTERS

          Certain legal matters in connection with the Notes will be passed upon
for the Company by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York and for the Agents, by Davis Polk
& Wardwell, New York, New York.



                                      S-33






                        GENERAL SIGNAL CORPORATION

                              Debt Securities
                              Preferred Stock
                               Common Stock
                                    and
                                 Warrants


            General Signal Corporation (the "Company") may offer, from time
to time, in one or more series, its unsecured senior debt securities (the
"Senior Debt Securities"), warrants to purchase Senior Debt Securities (the
"Senior Debt Securities Warrants"), its unsecured subordinated debt
securities (the "Subordinated Debt Securities" and, together with the
Senior Debt Securities, the "Debt Securities"), warrants to purchase
Subordinated Debt Securities (the "Subordinated Debt Securities Warrants"
and, together with the Senior Debt Securities Warrants, the "Debt
Warrants"), shares of its Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), warrants to purchase Preferred Stock (the "Preferred
Stock Warrants" ), shares of its Common Stock, par value $1.00 per share
(the "Common Stock") and warrants to purchase Common Stock (the "Common
Stock Warrants").  The Debt Securities Warrants, together with the
Preferred Stock Warrants and the Common Stock Warrants are collectively
referred to herein as the "Securities Warrants."  The Senior Debt
Securities, the Subordinated Debt Securities, the Preferred Stock, the
Common Stock and the Securities Warrants are collectively referred to
herein as the "Securities."  The Securities will have a maximum aggregate
offering price of $300,000,000 (or the equivalent thereof in foreign
currency or currency units) and will be offered on terms to be determined
by market conditions at the time of sale.











            The Securities may be offered separately or together, in
separate series, in amounts and at prices and on terms to be set forth in
an accompanying prospectus supplement (a "Prospectus Supplement").  In
addition, the specific terms of the Securities in respect of which this
Prospectus is being delivered, and, whether such Securities will be listed
on a national securities exchange, will be set forth in an accompanying
Prospectus Supplement.  

            The Senior Debt Securities, if issued, will rank equally and
ratably with all other unsecured and unsubordinated indebtedness of the
Company, and, the Subordinated Debt Securities, if issued, will be
unsecured and subordinated to all present and future Senior Indebtedness
(as defined) of the Company.  See "Description of Debt Securities."

                            ___________________

       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
         SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
         COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                      CONTRARY IS A CRIMINAL OFFENSE.
                           ____________________

            The Securities may be sold directly, through agents from time
to time or through underwriters and/or dealers.  If any agent of the
Company or any underwriter is involved in the sale of the Securities, the
name of such agent or underwriter and any applicable commission or discount
will be set forth in the accompanying Prospectus Supplement.  See "Plan of
Distribution."
                        ____________________

           This Prospectus may not be used to consummate sales of 
                      Securities unless accompanied by 
                           a Prospectus Supplement.
                        ____________________

           The date of this Prospectus is June 29, 1994.















            No dealer, salesman, or any other person has been authorized
to give any information or to make any representations other than those
contained or incorporated by reference in this Prospectus and, if given or
made, such information or representations must not be relied upon as
having been authorized by the Company or any underwriter, dealer, or
agent.  This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy Securities by anyone in any jurisdiction
in which the offer or solicitation is not authorized or in which the
person making the offer or solicitation is not qualified to do so or to
any person to whom it is unlawful to make the offer or solicitation.

                          AVAILABLE INFORMATION

            The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission") relating to its business, financial
position, results of operations and other matters.  Such reports and other
information can be inspected and copied at the Public Reference Section
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at its Regional Offices located at Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661, and 7
World Trade Center, 15th Floor, New York, New York 10048.  Copies of such
material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.  The Common Stock of the Company is listed on the New
York Stock Exchange and the Pacific Stock Exchange and such material can
also be inspected at the offices of such exchanges.  The offices of such
exchanges are:  the New York Stock Exchange, 20 Broad Street, New York,
New York 10005 and the Pacific Stock Exchange, 115 Sansome Street, Suite
1104, San Francisco, California 94104.

            The Company has filed with the Commission a registration
statement (the "Registration Statement") under the Securities Act of 1933
with respect to the Securities covered by this Prospectus.   This
Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission.  Reference is made to
the Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Securities covered
by this Prospectus.












             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The Company hereby incorporates by reference herein its
(i) Annual Report on Form 10-K for the fiscal year ended December 31,
1993, (ii) Quarterly Report on Form  10-Q for the fiscal quarter ended
March 31, 1994, (iii) Amendment No. 1 on Form 10-Q/A dated June 10, 1994
to Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1994, (iv) report on Form 8-K dated March 7, 1986, previously filed with
the Commission under File No. 1-996 and (v) report on Form 8-K dated
June 21, 1990, previously filed with the Commission under File No. 1-996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and before
the termination of the offering of the securities offered hereby shall be
deemed incorporated herein by reference, and such documents shall be
deemed to be a part hereof from the date of filing such documents.  Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

            The Company will provide without charge to each person to whom
this Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the above documents incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the documents that this
Prospectus incorporates).  Written or oral requests should be directed to
General Signal Corporation, High Ridge Park, Box 10010, Stamford,
Connecticut 06904, Attention:  Vice President, General Counsel and
Secretary (telephone (203) 329-4100).
















                                    -2-



                                THE COMPANY

            The Company, incorporated in New York in 1904, designs,
manufactures and sells equipment and instruments for the process control,
electrical, automotive, mass transportation and telecommunications
industries.  The Company serves these markets through three product
sectors: Process Controls, Electrical Controls, and Industrial Technology.

            Process Controls' major markets include the chemical, pulp and
paper, industrial/municipal water and wastewater treatment, food and
beverage, petroleum and petrochemical, life sciences and industrial
laboratory research, electric utility and primary and fabricated metals
processing industries.  The Process Controls operating units, Aurora Pump,
DeZurik, Kinney Vacuum, Leeds & Northrup, Lightnin and Revco/Lindberg,
manufacture and sell centrifugal and wastewater pumps; industrial valves;
high vacuum pumps; electronic measurement and control instrumentation;
mechanical mixers, industrial aerators and electronically controlled
feeders and scales; ultra low temperature laboratory freezers and carbon
dioxide incubators; and heat processing equipment.

            Electrical Controls' major markets are the electronic
equipment, non-residential construction, electric utility, petroleum and
petrochemical, broadcast, and small appliance industries.  The Electrical
Controls operating units, Dielectric Communications, GS Building Systems
Corp., GS Electric, O-Z/Gedney and Sola Electric manufacture and sell
broadcast transmission equipment and antennas; fire alarm and emergency
lighting systems, and signalling devices; electric motors; firestop
products, heat-trace products, transformers, and power distribution
switching equipment; electrical fittings, specialty fittings and
enclosures; and power conditioning equipment.

            Industrial Technology's principal markets are the
telecommunications, auto and transit industries.  Telecommunications
products, manufactured by the Tau-tron and Telenex units, include a
comprehensive range of test instruments and systems, transmission
equipment, and data-network diagnostic and management systems.  The
GFI-Genfare and Metal Forge units' products include electronic fareboxes,
turnstiles and vending equipment, and cold-forged solid and tubular metal
components for automobiles and bicycles, respectively.










                                    -3-



            The Company's principal executive offices are located at High
Ridge Park, Stamford, Connecticut 06904.  The Company's phone number is
(203) 329-4100.

                              USE OF PROCEEDS

            Except as otherwise provided in the Prospectus Supplement, the
net proceeds from the sale of the Securities will be used for general
corporate purposes, which may include the reduction of outstanding
indebtedness, working capital increases, capital expenditures and possible
acquisitions.

                      DESCRIPTION OF DEBT SECURITIES

            Senior Debt Securities may be issued from time to time in
series under an indenture (the "Senior Indenture"), between the Company and
a trustee to be identified in the applicable Prospectus Supplement (the
"Senior Trustee").  The Senior Indenture has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part.  Subordi-
nated Debt Securities may be issued from time to time in series under an
indenture (the "Subordinated Indenture") between the Company and a trustee
to be identified in the applicable Prospectus Supplement (the "Subordinated
Trustee").  The Subordinated Indenture has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part.  The Senior
Indenture and the Subordinated Indenture are sometimes referred to
collectively as the "Indentures," and the Senior Trustee and the
Subordinated Trustee are sometimes referred to collectively as the
"Trustees."  The statements under this caption are brief summaries of
certain provisions contained in the Indentures, do not purport to be
complete and are qualified in their entirety by reference to the
Indentures, including the definitions therein of certain terms, copies of
which are included or incorporated by reference as exhibits to the
Registration Statement of which this Prospectus is a part.  Capitalized
terms used herein and not defined shall have the meanings assigned to them
in the relevant Indenture.  The particular terms of the Debt Securities and
any variations from such general provisions applicable to any series of
Debt Securities will be set forth in the Prospectus Supplement with respect
to such series.

General

            Each Indenture provides for the issuance of Debt Securities in
one or more series with the same or various






                                    -4-



maturities at par or at a discount.  Any Debt Securities bearing no
interest or interest at a rate which at the time of issuance is below
market rates will be sold at a discount (which may be substantial) from
their stated principal amount.  Federal income tax consequences and other
special considerations applicable to any such discounted Debt Securities
("Discounted Securities") will be described in the Prospectus Supplement
relating thereto.  Neither Indenture limits the amount of Debt Securities
that can be issued thereunder.

            Reference is made to the Prospectus Supplement for the
following terms, if applicable, of the Debt Securities offered thereby:
(1) the designation, aggregate principal amount, currency or composite
currency and denominations; (2) the price at which such Debt Securities
will be issued and, if an index formula or other method is used, the method
for determining amounts of principal or interest; (3) the maturity date and
other dates, if any, on which principal will be payable; (4) the interest
rate (which may be fixed or variable), if any; (5) the date or dates from
which interest will accrue and on which interest will be payable, and the
record dates for the payment of interest; (6) the manner of paying
principal or interest; (7) the place or places where principal and interest
will be payable; (8) the terms of any mandatory or optional redemption by
the Company; (9) the terms of any redemption at the option of Holders;
(10) whether such Debt Securities are to be issuable as registered Debt
Securities, bearer Debt Securities, or both, and whether and upon what
terms registered Debt Securities may be exchanged for bearer Debt
Securities and vice versa; (11) whether such Debt Securities are to be
represented in whole or in part by a Debt Security in global form and, if
so, the identity of the depositary ("Depositary") for any global Debt
Security; (12) any tax indemnity provisions; (13) if the Debt Securities
provide that payments of principal or interest may be made in a currency
other than that in which Debt Securities are denominated, the manner for
determining such payments; (14) the portion of principal payable upon
acceleration of a Discounted Security); (15) whether and upon what terms
Debt Securities may be defeased; (16) any events of default or restrictive
covenants in addition to or in lieu of those set forth in the Indentures;
(17) provisions for electronic issuance of Debt Securities or for Debt
Securities in uncertificated form; (18) the terms, if any, upon which the
Debt Securities will be convertible into or exchangeable for other
securities or other property of the Company or another person; and (19) any
additional provisions or other special terms not inconsistent with the
provisions of the Indentures,








                                    -5-

including any terms that may be required or advisable under United States
or other applicable laws or regulations, or advisable in connection with
the marketing of the Debt Securities.

Ranking of Debt Securities

            The Senior Debt Securities will be unsecured and will rank
equally and ratably with other unsecured and unsubordinated debt of the
Company.

            The obligations of the Company pursuant to any Subordinated
Debt Securities will be subordinate in right of payment to all Senior
Indebtedness of the Company.  "Senior Indebtedness" of the Company is
defined to mean the principal of (and premium, if any) and interest on (a)
any and all indebtedness and obligations of the Company (including
indebtedness of others guaranteed by the Company) other than the
Subordinated Debt Securities, whether or not contingent and whether
outstanding on the date of the Subordinated Indenture or thereafter cre-
ated, incurred or assumed, which (i) are for money borrowed; (ii) are
evidenced by any bond, note, debenture or similar instrument;
(iii) represent the unpaid balance on the purchase price of any property,
business, or asset of any kind; (iv) are obligations of the Company as
lessee under any and all leases of property, equipment or other assets
required to be capitalized on the balance sheet of the lessee under
generally accepted accounting principles; (v) are reimbursement obligations
of the Company with respect to letters of credit; and (b) any deferrals,
amendments, renewals, extensions, modifications and refundings of any
indebtedness or obligations of the types referred to above; provided that
Senior Indebtedness shall not include (i) the Subordinated Debt Securities;
(ii) any indebtedness or obligation of the Company which, by its express
terms or the express terms of the instrument creating or evidencing it, is
not superior in right of payment to the Subordinated Debt Securities; or
(iii) any indebtedness or obligation incurred by the Company in connection
with the purchase of assets, materials or services in the ordinary course
of business and which constitutes a trade payable.

            The Subordinated Indenture does not contain any limitation on
the amount of Senior Indebtedness which may be hereafter incurred by the
Company.

            In the event of any default in the payment of the principal of,
or interest on, any Senior Indebtedness in an







                                    -6-



aggregate principal amount of at least $5,000,000 or any default permitting
the acceleration of Senior Indebtedness in an aggregate amount of at least
$5,000,000 where notice of such default has been given to the Company, no
payment with respect to the principal of or interest on the Subordinated
Debt Securities will be made by the Company unless and until such default
has been cured or waived.  Upon any payment or distribution of the
Company's assets to creditors of the Company in a liquidation or
dissolution of the Company, or in a reorganization, bankruptcy, insolvency,
receivership or similar proceeding relating to the Company or its property,
whether voluntary or involuntary, the holders of Senior Indebtedness will
first be entitled to receive payment in full of all amounts due thereon
before the holders of the Subordinated Debt Securities will be entitled to
receive any payment upon the principal of or premium, if any, or interest
on the Subordinated Debt Securities.  By reason of such subordination, in
the event of insolvency of the Company, holders of Senior Indebtedness of
the Company may receive more, ratably, and holders of the Subordinated Debt
Securities may receive less, ratably, than the other creditors of the
Company.  Such subordination will not prevent the occurrence of any Event
of Default in respect of the Subordinated Debt Securities.

Covenants

            The Senior Indenture contains, among others, the covenants
summarized below, which will be applicable (unless waived or amended) so
long as any of the Senior Debt Securities are outstanding, unless stated
otherwise in the Prospectus Supplement.

            Limitations on Liens.  If the Company or any Restricted
Subsidiary shall incur, issue, assume or guarantee or suffer to exist any
evidence of indebtedness for money borrowed ("Debt") secured by a mortgage,
pledge or lien ("Mortgage") on any Principal Property of the Company or any
Restricted Subsidiary, or on any share of stock or Debt of any Restricted
Subsidiary, the Company will secure or cause such Restricted Subsidiary to
secure the Debt Securities equally and ratably with (or, at the Company's
option, prior to) such secured Debt, unless the aggregate amount of all
such secured Debt, together with all Attributable Debt with respect to sale
and leaseback transactions involving Principal Properties (with the
exception of such transactions which are excluded as described in
"Limitations on Sale and Lease-Back Transactions"










                                    -7-



below), would not exceed 20% of Consolidated Capitalization (as defined
below).

            The above restriction will not apply to, and there will be
excluded from secured Debt in any computation under such restrictions, Debt
secured by (a) Mortgages on property of, or on any shares of stock of or
Debt of, any corporation existing at the time such corporation becomes a
Restricted Subsidiary or Mortgages existing at the date of the Senior
Indenture, (b) Mortgages in favor of the Company or a Restricted
Subsidiary, (c) Mortgages in favor of governmental bodies to secure (i)
progress, advance or other payments pursuant to any contract or provision
of any statute or (ii) Debt incurred to finance the construction or
improvement of the property subject to the lien, (d) Mortgages on property,
shares of stock or Debt existing at the time of acquisition thereof
(including acquisition through merger or consolidation) and purchase money
and construction Mortgages which are entered into within 365 days of such
purchase or construction, (e) Mortgages in favor of any customer to secure
advance payments in the ordinary course of business, and (f) any extension,
renewal or refunding of any Mortgage referred to in the foregoing clauses
(a) through (e) inclusive.

            Limitations on Sale and Lease-Back Transactions.  Neither the
Company nor any Restricted Subsidiary (as defined below) may enter into any
sale and lease-back transaction with respect to a Principal Property (as
defined below) (except for transactions involving leases for a term,
including renewals, of not more than three years and except for
transactions between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries), the acquisition of which, or completion of
construction and commencement of full operation of which, has occurred more
than 365 days prior to such sale and lease-back transaction, unless (a) the
Company or such Restricted Subsidiary could create Indebtedness secured by
a Mortgage on such property pursuant to the "Limitations on Liens" covenant
in an amount equal to the Attributable Debt with respect to the sale and
lease-back transaction without equally and ratably securing the Debt
Securities, or (b) within 365 days of the sale, the Company applies an
amount equal to the net proceeds from the sale to the retirement (other
than in satisfaction of any mandatory sinking fund obligations) of the Debt
Securities, other indebtedness of the Company ranking on a parity with the
Debt Securities or any indebtedness of a Restricted Subsidiary, subject to
reduction as set forth in the Indenture, or expends an amount equal to such
net proceeds for








                                    -8-



the acquisition or construction of a Principal Property or effects a
combination of such retirements and expenditures.

            "Attributable Debt" means, as to any particular lease under
which any person is at the time liable, at any date as of which the amount
thereof is to be determined, the total net amount of rent (discounted from
the respective due dates thereof at the rate implicit in the term of such
lease) required to be paid by such person under such lease during the
remaining term thereof.

            "Consolidated Capitalization" means the sum of Consolidated
Debt and Consolidated Net Worth.

            "Consolidated Debt" means the sum of all Debt of the Company
and its Consolidated Subsidiaries, all indebtedness secured by assets of
(and whether or not assumed by) the Company or any Consolidated Subsidiary
(which indebtedness shall be valued at the lesser of the outstanding
principal amount thereof or the book value of such assets), all capitalized
lease liabilities of the Company and Consolidated Subsidiaries and all
outstanding obligations under guarantees and similar undertakings with
respect to any such indebtedness or liabilities of persons other than the
Company and Consolidated Subsidiaries which is required to be reflected on
the Company's balance sheet (excluding any note thereto) in accordance with
GAAP.

            "Consolidated Net Worth" means the par value (or value stated
on the books of the Company) of the Capital Stock of all classes of the
Company and its Consolidated Subsidiaries issued and outstanding, plus (or
minus in the case of a surplus deficit), the amount of the consolidated
surplus, whether capital or earned, of the Company and its Consolidated
Subsidiaries.

            "Consolidated Subsidiary" means any Subsidiary the accounts of
which are consolidated with those of the Company in accordance with GAAP.

            "Principal Property" means all real and tangible personal
property owned by the Company or a Restricted Subsidiary constituting a
part of any manufacturing or processing plant located within the United
States, exclusive of any property which the Company shall have determined
is not of material importance to the total business conducted by the
Company and its Subsidiaries as an entirety.  Such determination shall be








                                    -9-



evidenced by an Officers' Certificate delivered to the Trustee.  In the
absence of any such Officers' Certificate, the Senior Trustee may be
entitled to assume that any manufacturing or processing plant within the
United States of the Company or a Restricted Subsidiary is a Principal
Property.

            "Restricted Subsidiary" means (a) any Subsidiary of the Company
other than (i) any Subsidiary substantially all the physical property of
which is located, and substantially all the business of which is carried
on, outside the United States of America, (ii) any Subsidiary the primary
business of which consists of owning real property leased to the Company or
any Subsidiary, or (iii) any Subsidiary primarily engaged in the business
of a commercial finance company; and (b) any Subsidiary referred to in (i),
(ii) or (iii) above which the Company shall designate as a Restricted
Subsidiary.

            The term "Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries or by the Company and one or
more other Subsidiaries.

Global Securities

            The Debt Securities of a series may be issued in whole or in
part in the form of one or more global securities ("Global Securities")
that will be deposited with, or on behalf of, a Depositary identified in
the Prospectus Supplement relating to such series.  Global Securities will
be issued in registered form and in either temporary or definitive form.
Unless and until it is exchanged in whole or in part for Notes in
definitive form, a Global Security may not be transferred except as a whole
by the Depositary for such Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of
such Depositary or by such Depositary or any such nominee to a successor of
such Depositary or a nominee of such successor.

            The specific terms of the Depositary arrangement with respect
to Debt Securities of a series will be described in the Prospectus
Supplement relating to such series.  The Company anticipates that the
following provisions will apply to all Depositary arrangements.

            Upon the issuance of a Global Security, the Depositary for such
Global Security will credit, on its book-entry registration and transfer
system, the respective principal






                                   -10-



amounts of the Notes represented by such Global Security to the accounts of
institutions that have accounts with such Depositary ("Participants").  The
accounts to be credited shall be designated by the underwriters of such
Debt Securities, by certain agents of the Company or by the Company, if
such Debt Securities are offered and sold directly by the Company.  Own-
ership of beneficial interests in a Global Security will be limited to
Participants or persons that may hold interest through Participants.
Ownership of beneficial interest in such Global Security will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depositary with respect to Participants' to beneficial
owners' interests.  The laws of some states require that certain purchasers
of securities take physical delivery of such securities in definitive form.
Such ownership limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.

            So long as the Depositary for a Global Security, or its
nominee, is the holder of such Global Security, such Depositary or such
nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities represented by such Global Security for all purposes
under the Indenture governing such Debt Securities.  Except as set forth
below, owners of beneficial interests in a Global Security will not be
entitled to have Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to
receive physical delivery of Debt Securities of such series in definitive
form and will not be considered the owners or holders thereof under the
Indenture governing such Debt Securities.

            Principal and interest payments on Debt Securities registered
in the name of or held by a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of
the Global Security representing such Debt Securities.  The Company expects
that the Depositary for Debt Securities of a series, upon receipt of any
payment of principal or interest in respect of a Global Securities, will
immediately credit Participants' accounts with payments in amount
proportionate to their respective beneficial interest in the principal
amount of such Global Security as shown on the records of such Depositary.
The Company also expect that payments by Participants to owners of
beneficial interest in such Global Security held through such Participants
will be governed by standing instructions and customary practices, as is
now the case with securities held for the accounts









                                   -11-



of customers in bearer form or registered in "street name," and will be the
responsibility of such Participants.  None of the Company, the Trustee for
such Debt Securities, any paying agent or any registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interest in a Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

            If a Depositary for Debt Securities of a series is at any time
unwilling or unable to continue a Depositary and successor Depositary is
not appointed by the Company within 90 days, the Company will issue Debt
Securities of such series in definitive form in exchange for the Global
Security or Securities representing the Debt Securities of such a series
represented by one or more Global Securities and, in such event, will issue
Debt Securities of such series in definitive form in exchange for the
Global Security or Securities representing such Debt Securities.

Interest and Foreign Currency

            Principal, premium, if any, and interest will be payable, and
the Debt Securities will be transferable, in the manner described in the
Prospectus Supplement relating to such Debt Securities.

            If any of the Debt Securities are sold for any foreign currency
or currency unit or if principal of, premium, if any, or any interest on
any of the Debt Securities is payable in any foreign currency or currency
unit, the restrictions, elections, tax consequences, specific terms and
other information with respect to such issue of Debt Securities and such
foreign currency or currency unit will be specified in a Prospectus
Supplement.

Consolidation, Merger, Sale or Conveyance

            The Indentures provide that the Company may not consolidate
with or merge into any other person or convey, transfer or lease its
properties and assets substantially as an entirety to any person and the
Company shall not permit any person to consolidate with or merge into the
Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless (i) the successor
corporation shall be a corporation organized and validly existing under the








                                   -12-



laws of the United States, any State thereof or the District of Columbia,
and shall expressly assume by a supplemental indenture all obligations of
the Company under the applicable Indenture, the Debt Securities issued
under such Indenture and any coupons pertaining thereto; (ii) immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at
the time of such transaction, no Default, and no event which, after notice
or lapse of time or both would become an Event of Default, shall have
happened and be continuing; (iii) if, as a result of any such transaction a
Principal Property would become subject to a mortgage, pledge, lien,
security interest or other encumbrance which would not be permitted by the
Senior Indenture, the Company or such successor Person, as the case may be,
secures the Senior Debt Securities equally and ratably with or prior to
such Lien.  The successor shall be substituted for the Company and
thereafter all obligations of the Company under the applicable Indenture,
the Debt Securities issued under such Indenture and any coupons pertaining
thereto shall terminate.

Events of Default; Waiver and Notice Thereof;
Debt Securities in Foreign Currencies

            As to any series of Debt Securities, an Event of Default occurs
if 

            (1)   the Company defaults in any payment of interest on any
                  Securities of the series when the same becomes due and
                  payable and the Default continues for a period of 30
                  days;

            (2)   the Company defaults in the payment of the principal of
                  any Securities of the series when the same becomes due
                  and payable at maturity or upon redemption, acceleration
                  or otherwise and the Default continues for a period of
                  five days;

            (3)   the Company defaults in the performance of any of its
                  other agreements applicable to the series and the Default
                  continues for 90 days after notice is given by the
                  Holders of at least 25% in principal amount of the series
                  of Debt Securities issued under the applicable Indenture;
                  and







                                   -13-



            (4)   certain events of bankruptcy, insolvency and
                  reorganization occur with respect to the Company.

            If an Event of Default occurs and is continuing with respect to
any series of Debt Securities, the applicable Trustee, by notice to the
Company, or the holders of at least 25% in principal amount of the Debt
Securities of the series, by notice to the Company and the Trustee, may
declare the principal (or, in the case of Discounted Securities, the
portion thereof specified in the terms thereof) and accrued interest
thereon on all Debt Securities of the series to be immediately due and
payable.  Upon certain conditions such declarations may be annulled and
past defaults (except for defaults in the payment of principal of, any
premium on, or any interest on, such Debt Securities) may be waived by the
holders of a majority in principal amount of the Debt Securities of such
series.

            Under the Indentures, each Trustee must give to the holders of
each series of Debt Securities notice of all uncured defaults known to it
with respect to such series within 90 days after such a default occurs (the
term default to include the events specified above without notice or grace
periods); provided, that except in the case of a default in the payment of
principal of, any premium on, or any interest on, any of the Debt
Securities, or default in the payment of any sinking fund installment or
analogous obligations, a Trustee shall be protected from withholding such
notice if such Trustee in good faith determines that the withholding of
such notice is in the interests of the holders of the Debt Securities of
such series; provided, further, that in the case of a covenant default no
such notice shall be given until at least 90 days after the occurrence
thereof.

            No holder of any Debt Securities of any series may institute
any action under the applicable Indenture unless (a) such holder shall have
given the Trustee thereunder written notice of a continuing Event of
Default with respect to the Debt Securities of such series, (b) the holders
of not less than 25% in aggregate principal amount of the Debt Securities
of such series shall have requested the Trustee to pursue remedies in
respect of such Event of Default, (c) such holder or holders shall have
offered the Trustee indemnity satisfactory to such Trustee, (d) the Trustee
shall have failed to institute an action for 60 days thereafter and (e) no
inconsistent direction shall have been given to the Trustee during such 60-
day








                                   -14-



period by the holders of a majority in principal amount of outstanding Debt
Securities of such series.

            The holders of a majority in aggregate principal amount of the
Debt Securities of any series affected and then outstanding will have the
right, subject to certain limitations, to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to such
series of Debt Securities.  The Indentures provide that in case an Event of
Default shall occur and be continuing, each Trustee, in exercising its
rights and powers under the Indentures, will be required to use the degree
of care of a prudent man in the conduct of his own affairs.  The Indentures
further provide that the Trustee shall not be required to expand or risk
its own funds or otherwise incur any financial liability in the performance
of any of its duties under such Indenture unless it has reasonable grounds
for believing that repayment of such funds or adequate indemnity against
such risk or liability is reasonably assured to it.

            The Company must furnish to each Trustee within 120 days after
the end of such fiscal year of the Company a statement signed by certain
officers of the Company to the effect that the Company is not in default in
the performance and observance of the terms of the relevant Indenture or,
if the Company is in default, specifying such default.

            If any Debt Securities are denominated in currency other than
that of the United States, then for the purposes of determining whether the
holders of the requisite principal amount of Debt Securities have taken any
action as herein described, the principal amount of such Debt Securities
shall be deemed to be that amount of United States dollars that could be
obtained for such principal amount on the basis of the market rate of
exchange into United States dollars for the currency in which such Debt
Securities are denominated (as evidenced to the relevant Trustee by an
Officers' Certificate) as of the date the taking of such action by the
holders of such requisite principal amount is evidenced to the relevant
Trustee as provided in the applicable Indenture.

            If any Debt Securities are Discounted Securities, then for the
purposes of determining whether the holders of the requisite principal
amount of Debt Securities have taken any action herein described, the
principal amount of such Debt Securities shall be deemed to be the portion
of such principal








                                   -15-



amount that would be due and payable at the time of the taking of such
action upon a declaration of acceleration of maturity thereof.

Modification of Indentures

            Unless the resolution establishing the terms of a series
otherwise provides, the applicable Indenture and the Debt Securities or any
coupons of the series may be amended, and any default may be waived as
follows:  the Debt Securities and the applicable Indenture may be amended
with the consent of holders of a majority in principal amount of the Debt
Securities of all series affected voting as one class.  A default with
respect to a series may be waived with the consent of the holders of a
majority in principal amount of the Debt Securities of the series.
However, without the consent of each holder affected, no amendment or
waiver may (1) reduce the amount of Debt Securities whose holders must
consent to an amendment or waiver, (2) reduce the interest on or change the
time for payment of interest on any Debt Security, (3) change the fixed
maturity of any Debt Security, (4) reduce the principal of any non-
Discounted Security or reduce the amount of principal of any Discounted
Security that would be due on acceleration thereof, (5) change the currency
in which principal or interest on a Debt Security is payable, (6) waive any
default in payment of interest on or principal of a Debt Security or
(7) change certain provisions of the applicable Indenture regarding waiver
of past defaults and amendments with the consent of holders other than to
increase the principal amount of Debt Securities required to consent.
Without the consent of any holder, either Indenture, the Debt Securities or
any coupons may be amended to cure any ambiguity, omission, defect or
inconsistency; to provide for the assumption of Company obligations to
holders in the event of a merger or consolidation requiring such
assumption; to provide that specific provisions in the applicable Indenture
not apply to a series of Debt Securities not previously issued; to create a
series and establish its terms; to provide for a separate Trustee for one
or more series; or to make any change that does not materially adversely
affect the rights of any holder.

Defeasance

            Debt Securities of a series may be defeased in accordance with
their terms and, unless the resolution establishing the terms of the series
otherwise provides, as set forth below.  The Company at any time may
terminate as to a series all of its








                                   -16-



obligations (except for certain obligations with respect to the defeasance
trust and obligations to register the transfer or exchange of a Debt
Security, to replace destroyed, lost or stolen Debt Securities and coupons
and to maintain agencies in respect of the Debt Securities) with respect to
the Debt Securities of that series and any related coupons and the appli-
cable Indenture ("legal defeasance").  The Company at any time may
terminate as to a series its obligations with respect to the Debt
Securities and coupons of that series under the covenants described under
"Covenants" ("covenant defeasance").

            The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.  If
the Company exercises its legal defeasance option, a series may not be
accelerated because of an Event of Default.  If the Company exercises its
covenant defeasance option, a series may not be accelerated by reference to
the covenants described under "Covenants."

            To exercise either option as to a series, the Company must
deposit in the trust (the "defeasance trust") with the applicable Trustee
money or U.S. Government Obligations for the payment of principal, premium,
if any, and interest on the Debt Securities of the series to redemption or
maturity and must comply with certain other conditions.  In particular, if
the defeasance occurs more than twelve months prior to the earlier of the
maturity or the date fixed for redemption of the series to be defeased, the
Company must obtain an opinion of tax counsel that the defeasance will not
result in recognition for Federal income tax purposes of any gain or loss
to holders of the series.  "U.S. Government Obligations" are direct
obligations of the United States of America which have the full faith and
credit of the United States of America pledged for payment and which are
not callable at the issuer's option, or certificates representing an
ownership interest in such obligations.

Conversion Rights of Debt Securities

            If so indicated in the applicable Prospectus Supplement with
respect to a particular series of Debt Securities, holders of such series
of Debt Securities will be entitled, at any time prior to the date set
forth in the Prospectus Supplement relating to such series, subject to
prior redemption, to convert such Debt Securities or portions thereof
(which are $1,000 or integral multiples thereof) into Common Stock, at the
conversion rate stated in the Prospectus Supplement, subject to adjustment
as described below or in the applicable Prospectus







                                   -17-



Supplement.  The right to convert Debt Securities called for redemption
will terminate at the close of business on the redemption date, and will be
lost if not exercised prior to that time unless the Company defaults in
making the payments due upon redemption.

            To convert a Debt Security, a Holder must (i) complete and
manually sign the conversion notice (the "Conversion Notice") on the back
of the Debt Security (or complete and manually sign a facsimile thereof)
and deliver such notice to the Conversion Agent or any other office or
agency maintained for such purpose, (ii) surrender the Debt Security to the
Conversion Agent or at such other office or agency by physical delivery,
(iii) if required, furnish appropriate endorsements and transfer documents,
and (iv) if required, pay all transfer or similar taxes.  The date by which
such notice shall have been received and the Debt Security shall have been
so surrendered to the Conversion Agent is the Conversion Date.  Such
Conversion Notice shall be irrevocable and may not be withdrawn by a Holder
for any reason.

            Unless otherwise provided in the applicable Prospectus
Supplement, the conversion rate is subject to adjustment upon the
occurrence of certain events, including the issuance of Common Stock as a
dividend or distribution on the Common Stock; subdivisions, combinations
and certain reclassifications of Common Stock; the issuance to all holders
of Common Stock of shares or certain rights or warrants to subscribe for
shares of Common Stock at less than the then current Market Price per
share; and the distribution to all holders of Common Stock of any assets
(other than cash dividends paid out of retained earnings) or debt
securities or any rights or warrants to purchase assets or debt securities.
The Company may also increase the conversion rate at any time, temporarily
or otherwise, by any amount so long as the conversion rate does not cause
Common Stock to be issued at less than its par value.

            No adjustment in the conversion rate will be required unless
such adjustment would require a change of at least 1% of the price then in
effect; provided, however, that any adjustment that would otherwise be
required to be made shall be carried forward and taken into account in any
subsequent adjustment.

            If any Debt Security is converted between the record date for
the payment of interest and the next succeeding interest payment date, such
Debt Security must be accompanied by








                                   -18-



funds equal to the interest payable on such succeeding interest payment
date on the principal amount so converted (unless such Debt Security shall
have been called for redemption during such period, in which case no such
payment shall be required), and the interest on the principal amount of the
Debt Security being converted will be paid on such next succeeding interest
payment date to the registered holder of such Debt Security on the
immediately preceding record date.  A Debt Security converted on an
interest payment date need not be accompanied by any payment, and the
interest on the principal amount of the Debt Security being converted will
be paid on such interest payment date to the registered holder of such Debt
Security on the immediately preceding record date, except as otherwise
provided by the applicable Indenture.  Subject to the aforesaid right of
the registered holder to receive interest, no payment or adjustment will be
made on conversion for interest accrued on the converted Subordinated Debt
Security or for dividends on the Common Stock issued on conversion.

Limitations on Issuance of Bearer Securities

            In compliance with United States federal tax laws and
regulations, Bearer Securities (including Debt Securities in permanent
global bearer form) may not be offered, sold, resold or delivered in
connection with their original issuance in the United States or to United
States persons (each as defined below) other than to offices located
outside the United States of United States financial institutions (as
defined in Treasury Regulations Section 1.165.12(c)(1)(v)) that are
purchasing for their own account or for the account of a customer and that
agree in writing to comply with the requirements of Section 165(j)(3)(A),
(B), or (C) of the Internal Revenue Code of 1986, as amended (the "Code")
and the regulations thereunder.  Any underwriters, agents and dealers
participating in the offering of Bearer Securities must agree that such
person will not offer, sell, resell, or deliver any Bearer Securities in
the United States or to United States persons (other than the financial
institutions which are described above, and which agree to provide a
certificate to that effect) in connection with the original issuance
thereof.  In addition, any such underwriters, agents and dealers must agree
to send a confirmation to each purchaser of a Bearer Security confirming
that such purchaser represents that it is not a United States person or, if
it is a United States person, it is a financial institution described above
purchasing for its own account or the account of a customer and, if such
person is a dealer, that it will send similar confirmations to its
purchasers.  In








                                   -19-



connection with the original issuance of the Bearer Securities, such Bearer
Securities will be delivered in permanent form (or issued, if the
obligation is not in permanent form) to the person entitled to physical
delivery thereof only upon presentation of a certificate signed by such
person to the Company, underwriter, agent or dealer participating in the
offering of Bearer Securities, which certificate states that the Bearer
Security is not being acquired by or on behalf of a United States person,
or for offer to resell or for resale to a United States person or any
person inside the United States, or, if a beneficial interest in a Bearer
Security is being acquired by a United States person, that such person is a
financial institution as defined in Treasury Regulations Section
1.165.12(c)(1)(v) or is acquiring through a financial institution and that
the Bearer Security is held by a financial institution that has agreed to
comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the
Code and the regulations thereunder and that it is not purchasing for offer
to resell or for resale inside the United States, Bearer Securities and any
coupons appertaining thereto will bear a legend substantially to the
following effect:  "Any United States person who holds this obligation will
be subject to limitations under the United States income tax laws,
including the limitations provided in Sections 165(j) and 257(a) of the
Internal Revenue Code."  The Code Sections referred to in such legend
provide that a United States person (other than a United States financial
institution described above or a United States person holding through such
financial institution) who holds a Bearer Security will not be allowed to
deduct any loss realized on the sale, exchange or redemption of such Bearer
Security and any gain (which might otherwise be characterized as capital
gain) recognized on such sale, exchange or redemption will be treated as
ordinary income.

            As used herein, "United States person" means a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any
political subdivision thereof or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source,
and "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions, the
Commonwealth of Puerto Rico and other areas subject to its jurisdiction.












                                   -20-



Governing Law

            The Indentures and the Debt Securities will be governed by, and
construed in accordance with, the laws of the State of New York.

                       DESCRIPTION OF CAPITAL STOCK

General

            The Company is authorized to issue 150,000,000 shares of Common
Stock, par value $1.00 per share and 10,000,000 shares of Preferred Stock,
par value $1.00 per share.  All outstanding shares of Common Stock are
fully paid and nonassessable.

Common Stock

            Subject to any limitations prescribed in connection with the
issuance of any outstanding shares of Preferred Stock, dividends, as
determined by the Board of Directors of the Company, may be declared and
paid on the Common Stock from time to time out of any funds legally
available therefor.  The holders of Common Stock are entitled to one vote
per share and do not have cumulative voting or preemptive rights.  The
Company's Common Stock is not subject to further calls and all of the
outstanding shares of Common Stock are fully paid and nonassessable, except
to the extent that under Section 630 of the New York Business Corporation
Law, the ten largest shareholders of the Company, as determined by the fair
value of their respective beneficial interests, may under certain circum-
stances be held personally liable for certain debts of the Company.

            On March 7, 1986, the Board of Directors declared a dividend
distribution of one Common Stock Purchase Right (the "Right") for each
share of Common Stock outstanding on March 21, 1986.  Shares issued
subsequent to March 21, 1986 automatically receive these Rights.  A more
detailed description of the terms of the Company's Rights is contained in
the March 7, 1986 Form 8-K and the June 21, 1990 Form 8-K, both of which
are incorporated herein by reference.

            The Board of Directors of the Company is divided into three
classes having staggered three-year terms, so that the terms of
approximately one-third of the directors will expire each year.  The
Company's Certificate of Incorporation requires








                                   -21-



the affirmative vote of two-thirds of all outstanding shares entitled to
vote to remove directors or to adopt, amend or repeal any By-law, or any
provision of the Certificate of Incorporation, relating to (i) the number,
classification and terms of office of directors, (ii) the quorum of
directors required for the transaction of business, (iii) the filling of
newly created directorships and vacancies occurring in the Board of
Directors, (iv) the removal of directors, or (v) the power of the Board of
Directors to adopt, amend or repeal By-laws of the Company or the vote of
the Board of Directors required for any such adoption, amendment or repeal.

            The Company's Certificate of Incorporation authorizes the Board
of Directors from time to time to authorize the issuance of Preferred Stock
without any action of the shareholders and to fix the dividend and
liquidaton preferences, voting rights, concession privileges and redemption
terms of any series of Preferred Stock.  The existence of the Rights, the
division of the Board of Directors into classes and the ability to fix the
terms of a series of Preferred Stock could have the effect of delaying or
preventing a change in control of the Company.

            The Common Stock is listed on the New York Stock Exchange and
the Pacific Stock Exchange.  The Transfer Agent for the Common Stock is The
Bank of New York.

Preferred Stock

            As of the date of the Prospectus there are no outstanding
shares of Preferred Stock.  The Preferred Stock may be issued by resolution
of the Company's Board of Directors from time to time without any action of
the shareholders.  Such resolutions may authorize issuances in one or more
series, and may fix and determine dividend and liquidation preferences,
voting rights, conversion privileges, redemption terms, and other
privileges and rights of the shareholders of each class or series so
authorized.  The specific terms of any series of Preferred Stock will be
described in the Prospectus Supplement relating to such series.















                                   -22-



                    DESCRIPTION OF SECURITIES WARRANTS

            The Company may issue Securities Warrants for the purchase of
Debt Securities, Preferred Stock or Common Stock.  Securities Warrants may
be issued independently or together with Debt Securities, Preferred Stock
or Common Stock offered by any Prospectus Supplement and may be attached to
or separate from such Debt Securities, Preferred Stock or Common Stock.
Each series of Securities Warrants will be issued under a separate warrant
agreement (a "Warrant Agreement") to be entered into between the Company
and a bank or trust company, as Warrant Agent (the "Warrant Agent"), all as
set forth in the Prospectus Supplement relating to the particular issue of
offered Securities Warrants.  The Warrant Agent will act solely as an agent
of the Company in connection with the Securities Warrant certificates
relating to the Securities Warrants and will not assume any obligation or
relationship of agency or trust for or with any holders of Securities
Warrant certificates or beneficial owners of Securities Warrants.  The
following summaries of certain provisions of the Warrant Agreements and
Securities Warrants do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all the provisions of the
Warrant Agreement and the Securities Warrant certificates relating to each
series of Securities Warrants which will be filed with the Commission and
incorporated by reference as an exhibit to the Registration Statement of
which this Prospectus is a part at or prior to the time of the issuance of
such series of Securities Warrants.

General

            If Securities Warrants are offered, the applicable Prospectus
Supplement will describe the terms of such Securities Warrants, including,
in the case of Securities Warrants for the purchase of Debt Securities, the
following where applicable:  (i) the offering price; (ii) the denominations
and terms of the series of Debt Securities purchasable upon exercise of
such Securities Warrants and whether such Debt Securities are Senior Debt
Securities or Subordinated Debt Securities; (iii) the designation and terms
of any series of Debt Securities or Preferred Stock with which such
Securities Warrants are being offered and the number of such Securities
Warrants being offered with each such Debt Security or share of Preferred
Stock; (iv) the date, if any, on and after which such Securities Warrants
and the related series of Debt Securities or Preferred Stock will be
transferable separately; (v) the principal amount of the series of Debt
Securities purchasable








                                   -23-



upon exercise of each such Securities Warrant and the price at which such
principal amount of Debt Securities of such series may be purchased upon
such exercise; (vi) the date on which the right to exercise such Securities
Warrants shall commence and the date (the "Expiration Date") on which such
right shall expire; (vii) whether the Securities Warrants will be issued in
registered or bearer form; (viii) any special United States Federal income
tax consequences; (ix) the terms, if any, on which the Company may
accelerate the date by which the Securities Warrants must be exercised; and
(x) any other terms of such Securities Warrants.

            In the case of Securities Warrants for the purchase of
Preferred Stock or Common Stock, the applicable Prospectus Supplement will
describe the terms of such Securities Warrants, including the following
where applicable:  (i) the offering price; (ii) the aggregate number of
shares purchasable upon exercise of such Securities Warrants, the exercise
price and, in the case of Securities Warrants for Preferred Stock, the
designation, aggregate number and terms of the series of Preferred Stock
purchasable upon exercise of such Securities Warrants; (iii) the
designation and terms of the series of Debt Securities or Preferred Stock
with which such Securities Warrants are being offered and the number of
such Securities Warrants being offered with each such Debt Security or
share of Preferred Stock; (iv) the date, if any, on and after which such
Securities Warrants and the related series of Debt Securities or Preferred
Stock or Common Stock will be transferable separately; (v) the date on
which the right to exercise such Securities Warrants shall commence and the
Expiration Date; (vi) any special United States Federal income tax
consequences; and (vii) any other terms of such Securities Warrants.
Securities Warrants for the purchase of Preferred Stock or Common Stock
will be offered and exercisable for United States dollars only and will be
in registered form only.

            Securities Warrant certificates may be exchanged for new
Securities Warrant certificates of different denominations, may (if in
registered form) be presented for registration of transfer, and may be
exercised at the corporate trust office of the Warrant Agent or any other
office indicated in the applicable Prospectus Supplement.  Prior to the
exercise of any Securities Warrant to purchase Debt Securities, holders of
such Securities Warrants will not have any of the rights of Holders of the
Debt Securities purchasable upon such exercise, including the right to
receive payments of principal, of premium, if any, or interest, if any, on
such Debt Securities or to enforce








                                   -24-



covenants in the applicable Indenture.  Prior to the exercise of any
Securities Warrants to purchase Preferred Stock or Common Stock, holders of
such Securities Warrants will not have any rights of holders of such
Preferred Stock or Common Stock, including the right to receive payments of
dividends, if any, on such Preferred Stock or Common Stock, or to exercise
any applicable right to vote.

Exercise of Securities Warrants

            Each Securities Warrant will entitle the holder thereof to
purchase such principal amount of Debt Securities or number of shares of
Preferred Stock or Common Stock, as the case may be, at such exercise price
as shall in each case be set forth in, or calculable from, the Prospectus
Supplement relating to the offered Securities Warrants.  After the close of
business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Securities
Warrants will become void.

            Securities Warrants may be exercised by delivering to the
Warrant Agent payment as provided in the applicable Prospectus Supplement
of the amount required to purchase the Debt Securities, Preferred Stock or
Common Stock, as the case may be, purchasable upon such exercise together
with certain information set forth on the reverse side of the Securities
Warrant certificate.  Securities Warrants will be deemed to have been
exercised upon receipt of payment of the exercise price in cash or by
certified or official bank check, subject to the receipt within five (5)
business days of the Securities Warrant certificate evidencing such
Securities Warrants.  Upon receipt of such payment and the Securities
Warrant certificate properly completed and duly executed at the corporate
trust office of the Warrant Agent or any other office indicated in the
applicable Prospectus Supplement, the Company will, as soon as practicable,
issue and deliver the Debt Securities, Preferred Stock or Common Stock, as
the case may be, purchasable upon such exercise.  If fewer than all of the
Securities Warrants represented by such Securities Warrant certificate are
exercised, a new Securities Warrant certificate will be issued for the
remaining amount of Securities Warrants.

Amendments and Supplements to Warrant Agreements

            The Warrant Agreements may be amended or supplemented without
the consent of the holders of the Securities Warrants issued thereunder to
effect changes that are not inconsistent







                                   -25-



with the provisions of the Securities Warrants and that do not adversely
affect the interests of the holders of the Securities Warrants.

Warrant Adjustments

            The applicable Prospectus Supplement will specify the manner,
if any, in which the exercise price of, and the number or amount of
securities covered by, a Common Stock Warrant or Preferred Stock Warrants
are subject to adjustment in certain circumstances.

                           PLAN OF DISTRIBUTION

            The Company may sell the Securities (i) through underwriters or
dealers; (ii) through agents; (iii) directly to purchasers; or (iv) through
a combination of any such methods of sale.  Any such underwriter, dealer or
agent may be deemed to be an underwriter within the meaning of the
Securities Act of 1933, as amended.  The Prospectus Supplement relating to
the Securities will set forth their offering terms, including the name or
names of any underwriters, the purchase price of the Securities and the
proceeds to the Company from such sale, any underwriting discounts,
commissions and other items constituting underwriters' compensation, any
initial public offering price, and any underwriting discounts, commissions
and other items allowed or reallowed or paid to dealers and any securities
exchanges on which the Securities may be listed.

            If underwriters are used in the sale, the Securities will be
acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, at a fixed price or prices, which
may be changed, or at market prices prevailing at the time of sale, or at
prices related to such prevailing market prices, or at negotiated prices.
The Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by
one or more of such firms.  Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Securities
will be subject to certain conditions precedent and the underwriters will
be obligated to purchase all the Securities if any are purchased.  Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.











                                   -26-




            Securities may be sold directly by the Company or through
agents designated by the Company from time to time.  Any agent involved in
the offer or sale of the Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the accompanying Prospectus Supplement.  Unless
otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.

            If so indicated in the Prospectus Supplement, the Company will
authorize underwriters, dealers or agents to solicit offers by certain
specified institutions to purchase Securities from the Company at the
public offering price set forth in the accompanying Prospectus Supplement
pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future.  Such contracts will be subject to any
conditions set forth in the accompanying Prospectus Supplement and such
Prospectus Supplement will set forth the commission payable for
solicitation of such contracts.  The underwriters and other persons
soliciting such contracts will have no responsibility for the validity or
performance of any such contracts.

            Underwriters, dealers and agents may be entitled, under
agreements entered into with the Company, to indemnification by the Company
against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribution by the Company to
payments they may be required to make in respect thereof.

            Each underwriter, dealer and agent participating in the
distribution of any Debt Securities which are Bearer Securities will agree
that it will not offer, sell or deliver, directly or indirectly, Bearer
Securities in the United States or to United States persons (other than
qualifying financial institutions), in connection with the original
issuance of the Debt Securities.  See "Limitations on Issuance of Bearer
Securities."

            Debt Securities may not be offered or sold directly or
indirectly in Great Britain other than to purchasers whose ordinary
business it is to buy or sell shares or debentures (except in circumstances
which do not constitute an offer to the public within the meaning of the
Companies Act 1985), and this Prospectus and any Prospectus Supplement or
any other offering material relating to the Debt Securities may not be









                                   -27-



distributed in or from Great Britain other than to persons whose business
involves the acquisition and disposal, or the holding, of securities
whether as principal or as agent.

            Certain of the underwriters, agents or dealers and their
associates may be customers of, or engage in transactions with and perform
services for the Company in the ordinary course of business.

                               LEGAL MATTERS

            Certain legal matters in connection with the Securities will be
passed upon for the Company by Cahill Gordon & Reindel (a partnership
including a professional corporation), New York, New York, and for any
underwriters, by counsel named in the related Prospectus Supplement.

                                  EXPERTS

            The consolidated financial statements and schedules of General
Signal Corporation at December 31, 1993 and 1992, and for the years then
ended, appearing or incorporated by reference in General Signal
Corporation's Annual Report (Form 10-K) for the year ended December 31,
1993 have been audited by Ernst & Young, independent auditors, as set forth
in their reports thereon included or incorporated by reference therein and
incorporated herein by reference.  Such financial statements are
incorporated herein in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.

            The statements of earnings, shareholders' equity and cash flows
and related schedules of General Signal Corporation and consolidated
subsidiaries for the year ended December 31, 1991 (prior to the acquisition
of Revco Scientific, Inc.) which appear in the December 31, 1993 annual
report on Form 10-K of General Signal Corporation, incorporated by
reference herein and elsewhere in the Prospectus have been incorporated
herein and in the Prospectus in reliance upon the report of KMPG Peat
Marwick, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.












                                   -28-