8-K

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
             
             
             
                          FORM 8-K




                       CURRENT REPORT





           Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934
           
           
           
           
           
      Date of Report (Date of earliest event reported)
                        September 7, 1994
      
      
      
                   ILLINOIS POWER COMPANY
    (Exact name of registrant as specified in its charter)
                               
                               
                               
                               
   State of Illinois         1-3004            37-0344645
 (State or jurisdiction   (Commission       (I.R.S. Employer
   of incorporation)      File Number)    Identification No.)



    500 South 27th Street, Decatur, Illinois      62525-1805
    (Address of principal executive offices)      (Zip Code)
     
     
     
     
     
     
     
     Registrant's telephone number, including area code
                                            217-424-6600


Item 5.    Other Events
- ------     ------------

     On September 7, 1994, the Registrant filed amended and
restated Articles of Incorporation with the Office of the
Illinois Secretary of State.  A copy of the Articles is filed
herewith as Exhibit 3(a).


Item 7.   Financial Statements and Exhibits
- -------   ---------------------------------

                       Exhibit
                       -------

          3(a)         Amended and Restated
                       Articles of Incorporation
                       of Illinois Power Company


                         SIGNATURES

     Pursuant to the requirements of the Securities Exchange

Act  of 1934, the Registrant has duly caused this report  to

be  signed  on  its behalf by the undersigned hereunto  duly

authorized.

                                  ILLINOIS POWER COMPANY
                                       (Registrant)
                                  
                                  
                                  
                                  
                                  
     September 29, 1994          By  \s\Alec G. Dreyer
- --------------------------          ----------------------
         (Date)                      Alec G. Dreyer
                                     Controller

EX-3

                      AMENDED AND RESTATED
                   ARTICLES OF INCORPORATION
                               OF
                     ILLINOIS POWER COMPANY


     1.   Illinois Power Company (the "Corporation" or the
"Company" ) was incorporated on May 25, 1923 under the name of
Illinois Power and Light Corporation.

     2.   The Corporation adopted the name Illinois Iowa Power
Company, effective May 1, 1937, and the name Illinois Power
Company, effective November 1, 1943.

     3.   The address of the registered office of the Corporation
is 500 South 27th Street, Decatur, Illinois 62525 and the name of
the registered agent of the Corporation is Leah Manning Stetzner.

     4.   The amendment to the Articles of Incorporation is a
restatement, and the Articles of Incorporation are restated on
August 10, 1994, in their entirety, to read as follows:


                           ARTICLE I

     The name of the Corporation is Illinois Power Company.


                           ARTICLE II

     The duration of the Corporation is perpetual.


                          ARTICLE III

     The location of the principal office of the Corporation is
500 South 27th Street, Decatur, Illinois 62525.


                           ARTICLE IV

     The purposes for which the Corporation is organized are to
engage in the businesses of (a) manufacturing, generating,
producing, buying, transmitting, distributing and selling
electric energy and artificial and natural gas for light, heat,
power and other purposes, (b) buying, selling and dealing in real
and personal property of every kind and description and (c) any
kind in which corporations are permitted or may hereafter be
permitted to engage under the laws of the State of Illinois.



                           ARTICLE V

     The aggregate number of shares which the Corporation is
authorized to issue is 115,000,000, divided into four classes.
The designation of each class, the number of shares of each
class, and the par value, if any, of the shares of each class, or
a statement that the shares of any class are without par value,
are as follows:

     (a)  5,000,000 shares of Serial Preferred Stock of the par
value of $50 per share (the "Serial Preferred Stock");

     (b)  5,000,000 shares of Serial Preferred Stock without par
value (the "Serial Preferred Stock without par value");

     (c)  5,000,000 shares of Preference Stock without par value
(the "Preference Stock"); and

     (d)  100,000,000 shares of Common Stock without par value
(the "Common Stock").

     There are now issued and outstanding 75,643,937 shares of
Common Stock and  6,420,300 shares of Preferred Stock, and the
paid-in capital for all outstanding shares of the Corporation is
$1,763,623,496.

     The authorized shares of Serial Preferred Stock and Serial
Preferred Stock without par value include the following described
shares now issued and outstanding:

     Number of        Designation
       Shares          of Series

       300,000           4.08% Serial Preferred Stock
       150,000.      4.26% Serial Preferred Stock
       200,000       4.70% Serial Preferred Stock
       150,000       4.42% Serial Preferred Stock
       180,000       4.20% Serial Preferred Stock
       600,000       8.24% Serial Preferred Stock
       700,000       7.56% Serial Preferred Stock
      1,000,000          8     % Serial Preferred Stock
      1,000,000      Adj. Rate Series A Serial Preferred Stock without
par value
       910,300       Adj. Rate Series B Serial Preferred Stock without
par value
       360,000       8.00%          Serial Preferred Stock without par
value
       870,000       7 3/4% Serial Preferred Stock

All shares of Serial Preferred Stock shall constitute one class
of stock and all shares of Serial Preferred Stock without par
value shall constitute one class of stock, in each case,
regardless of the designation thereof.  All shares of Serial
Preferred Stock and all shares of Serial Preferred Stock without
par value shall be of equal rank and shall confer equal rights
upon the holders thereof except as to variations between
different series and the relative rights and preferences thereof
as permitted or contemplated by the resolutions of the Board of
Directors of the Corporation fixing and determining the relative
rights and preferences of the shares of any such series.  The
term "Preferred Stock", when hereafter used, shall mean the
Serial Preferred Stock and the Serial Preferred Stock without par
value.


     The term "subordinate stock", when hereinafter used with
reference to stock  junior to the Serial Preferred Stock and the
Serial Preferred Stock without par value, means the Preference
Stock, the Common Stock and stock of any other class, which may
hereafter be authorized, ranking junior to the Serial Preferred
Stock, and Serial Preferred Stock without par value with respect
to the payment of dividends or the distribution of assets; and,
when hereinafter used with reference to stock junior to the
Preference Stock, means the Common Stock and stock of any other
class, which may hereafter be authorized, ranking junior to the
Preference Stock with respect to the payment of dividends or the
distribution of assets.

     The preferences, qualification, limitations, restrictions,
and the special and relative rights in respect of the shares of
each class are as follows:

           1.  PROVISIONS RELATING TO PREFERRED STOCK

     (a)   Authority is hereby expressly vested in the Board of
Directors of the Corporation to divide, and to provide for the
issue from time to time of, the Serial Preferred Stock and Serial
Preferred Stock without par value in series and to fix and
determine as to each series:

       (i) The annual dividend rate for the particular series and
the date from which                     dividends on all shares
of such series issued prior to the record date for the first
dividend payment date for such series shall be cumulative;

       (ii)                             The redemption price per
share for the particular series, which (exclusive of accrued and
unpaid dividends) shall not exceed 120% of the amount per share
of the consideration for which shares of such series are to be
issued;

       (iii)    The amount or amounts per share for the
particular series payable to the   holders thereof in case of
dissolution, liquidation or winding up of the affairs of the
Corporation or upon any distribution of its capital, but such
amount or amounts (exclusive of  accrued and unpaid dividends)
shall not exceed the par value of the shares which are to be
issued if such shares have a par value;

       (iv)    The rights, if any, of the holders of the shares
of the particular series to convert such shares into shares of
stock of the Corporation of another class, with any provision for
the subsequent adjustment of such conversion rights;

       (v) The sinking fund provisions, if any, for the
redemption or purchase of such shares (the term "sinking fund",
as used herein, includes any analogous fund, however designated);

       (vi)    Any other variations in the relative rights and
preferences as between different series, not inconsistent with
the provisions of the Restated Articles of Incorporation, as
amended, to the full extent which may hereafter be permitted by
the laws of Illinois; and

       (vii)   The number of shares constituting the particular
series.


     The Board of Directors is also authorized, from time to
time, to fix and determine the relative rights and preferences of
the authorized but unissued shares of Preferred Stock of any
series theretofore established, in respect of which either the
relative rights and preferences have not been fixed and
determined or the relative rights and preferences theretofore
fixed and determined are to be changed.

     Shares of Preferred Stock redeemed, or purchased and
cancelled, or converted into shares of stock of the Corporation
of another class, as may have been theretofore provided, shall be
and shall be deemed to be authorized but unissued shares of
Serial Preferred Stock or Serial Preferred Stock without par
value, as the case may be, undesignated as to series.

     All shares of the Preferred Stock of any one series shall be
identical with each other in all respects, except that shares of
any one series issued at different times may differ as to the
dates from which dividends thereon shall be cumulative.  No
dividend shall be declared on any series of the Preferred Stock
in respect of any quarter-yearly dividend period unless there
shall likewise be or have been declared on all shares of the
Preferred Stock of each other series at the time outstanding like
proportionate dividends ratably in proportion to the respective
annual dividend rates fixed therefor, as hereinbefore provided.
On any liquidation, dissolution or winding up of the Corporation,
in the event that the amounts payable with respect to all series
of the Preferred Stock are not paid in full, the shares of all
series of the Preferred Stock shall share ratably in accordance
with the respective amounts which would be payable on said shares
if all amounts payable were discharged in full.

     (b)   Before any dividends on subordinate stock shall be
paid or declared, the holders of Preferred Stock at the time
outstanding shall be entitled to receive, but only when and as
declared, out of any surplus legally available for the
declaration of dividends, cumulative dividends at the annual
dividend rate for the particular series theretofore fixed by the
Board of Directors as hereinbefore provided, payable quarter-
yearly on the first days of February, May, August and November in
each year, to shareholders of record on the respective dates, not
exceeding forty and not less than ten days preceding such
dividend payment dates, fixed for the purpose by the Board of
Directors in advance of the payment of each particular dividend.
Such dividends on shares of Preferred Stock shall be cumulative,
in the case of all shares of each particular series:

       (i) if issued prior to the record date for the first
dividend on the shares of such series, then from the date
theretofore fixed for the purpose by the Board of Directors as
hereinbefore provided;

       (ii)    if issued during the period commencing immediately
after a record date for a dividend on the shares of such series
and terminating at the close of the payment date for such
dividend, then from said last mentioned dividend payment date;
and

       (iii)   otherwise from the quarter-yearly dividend payment
date next preceding the date of issue of such shares;

so that if dividends on all outstanding shares of each particular
series of Preferred Stock, at the annual dividend rate fixed as
hereinbefore provided, shall not have been paid for all past
quarter-yearly dividend periods, and the full dividends thereon
at said rate for the current quarter-yearly dividend period shall
not have been paid, or declared and set apart for payment, the
deficiency shall be fully paid or dividends equal thereto
declared and set apart for payment at said rate, but without
interest on cumulative dividends, before any dividends shall be
declared or any distribution made on subordinate stock.  The
holders of Preferred Stock shall not be entitled to receive any
dividends thereon other than the dividends referred to in this
subdivision (b).

     (c)   After all dividends on Preferred Stock of all series
for all past quarter-yearly dividend periods shall have been paid
or declared, and not otherwise, such dividends (payable in cash,
stock or otherwise) as may be determined by the Board of
Directors may be declared and paid on subordinate stock from time
to time out of surplus legally available for the declaration of
dividends.

     (d)   The Corporation, at the option of the Board of
Directors, may redeem the whole or any part of the Preferred
Stock at the time outstanding, or the whole or any part of any
series thereof, at any time or from time to time, by paying such
redemption price therefor as shall have been fixed by the Board
of Directors as hereinbefore provided, together with a sum in the
case of each share so to be redeemed, computed at the annual
dividend rate for the series of which the particular share is a
part from the date from which dividends on such share became
cumulative to the date fixed for such redemption, less the
aggregate of the dividends theretofore or on such redemption date
paid thereon.  Notice of every such redemption shall be given by
publication, published at least once in a daily newspaper printed
in the English language and published and of general circulation
in The City of Chicago, Illinois, such publication to be at least
thirty days and not more than sixty days prior to the date fixed
for such redemption.  At least thirty days' and not more than
sixty days' previous notice of every such redemption shall also
be mailed to the holders of record of the Preferred Stock to be
redeemed, at their respective addresses as the same shall appear
on the books of the Corporation; but no failure to mail such
notice nor any defect therein or in the mailing thereof shall
affect the validity of the proceedings for the redemption of any
shares of Preferred Stock so to be redeemed.  In case of the
redemption of a part only of any series of Preferred Stock at the
time outstanding, the Corporation shall select by lot or in such
other manner as the Board of Directors may determine, the shares
so to be redeemed.  The Board of Directors shall have full power
and authority, subject to the limitations and provisions herein
contained, to prescribe the manner in which and the terms and
conditions upon which Preferred Stock shall be redeemed from time
to time.  If such notice of redemption shall have been duly given
by publication, and if on or before the redemption date specified
in such notice all funds necessary for such redemption shall have
been set aside so as to be available therefor, then,
notwithstanding that any certificate for the shares of Preferred
Stock so called for redemption shall not have been surrendered
for cancellation, the shares represented thereby shall no longer
be deemed outstanding, the right to receive dividends thereon
shall cease to accrue from and after the date of redemption so
fixed, and all rights with respect to such shares of Preferred
Stock so called for redemption shall forthwith on such redemption
date cease and terminate, except only the right of the holders
thereof to receive the amount payable upon redemption thereof,
but without interest; provided, however, that the Corporation
may, after giving notice by publication of any such redemption
and prior to the redemption date specified in such notice,
deposit in trust, for the account of the holders of Preferred
Stock to be redeemed, with a bank or trust company in good
standing organized under the laws of the United States of America
or of the State of Illinois, doing business in The City of
Chicago, Illinois, having a capital surplus and undivided profits
aggregating at least $5,000,000 all funds necessary for such
redemption, and thereupon all shares of Preferred Stock with
respect to which such deposit shall have been made shall no
longer be deemed to be outstanding, and all rights with respect
to such shares of Preferred Stock shall forthwith upon such
deposit in trust cease and terminate, except the rights of the
holders thereof to receive the amount payable upon the redemption
thereof, but without interest, and to convert such shares into
shares of stock of the Corporation of another class within the
limitations for the particular series theretofore prescribed by
the Board of Directors as hereinbefore provided.

     (e)   In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation or any distribution
of its capital, then before any distribution shall be made to the
holders of subordinate stock the holders of shares of Preferred
Stock at the time outstanding shall be entitled to be paid in
cash such amount as shall have been fixed by the Board of
Directors as hereinbefore provided, together with a sum in the
case of each such share, computed at the annual dividend rate for
the series of which the particular share is a part from the date
from which dividends on such shares became cumulative to the date
fixed for the payment of such distributive amounts, less the
aggregate of dividends theretofore or on such date paid thereon.
After such payment to the holders of Preferred Stock the
remaining assets and funds of the Corporation shall be divided
and distributed among the holders of subordinate stock then
outstanding, according to their respective rights.

     (f) (1)   The Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of the
holders of at least a majority of the total number of shares of
Preferred Stock then outstanding, issue any unsecured notes,
debentures or other securities representing unsecured
indebtedness, or assume any such unsecured indebtedness, for
purposes other than

       (A) the refunding of outstanding unsecured indebtedness
theretofore issued or assumed by the Corporation,

       (B) the reacquisition, redemption or other retirement of
any indebtedness which reacquisition, redemption or other
retirement has been approved by any regulatory authority having
jurisdiction in the premises, or

       (C) the reacquisition, redemption or other retirement of
all outstanding shares of  Preferred Stock or of any other class
of stock ranking prior to, or on a parity with, Preferred Stock
as to dividends or other distributions,

if immediately after such issue or assumption the total principal
amount of all unsecured notes, debentures or other securities
representing unsecured indebtedness issued or assumed by the
Corporation including unsecured indebtedness then to be issued or
assumed would exceed twenty per cent (20%) of the aggregate of

       (a) the total principal amount of all bonds or other
securities representing secured indebtedness issued or assumed by
the Corporation and then to be outstanding, and

       (b) the capital and surplus of the Corporation as then to
be stated on the books of account of the Corporation.

     (2)   The Corporation shall not, without the consent (given
by vote at a meeting called for that purpose) of the holders of
at least two-thirds of the total number of shares of Preferred
Stock then outstanding, issue, sell, or otherwise dispose of any
shares of Preferred Stock, or of any other class of stock ranking
prior to, or on a parity with, Preferred Stock as to dividends,
in liquidation, dissolution, winding up or distribution, unless
the net income of the Corporation determined in conformity with
generally accepted accounting principles, adjusted for
miscellaneous income and expense net, plus the gross amount
deducted for interest on all interest bearing indebtedness of the
Corporation in determining net income for a period of twelve (12)
consecutive calendar months within the fifteen (15) calendar
months immediately preceding the issuance, sale or disposition of
such stock, to be available for the payment of interest shall
have been at least one and one-half (1 1/2) times the sum of (a)
the annual interest charges on all interest-bearing indebtedness
of the Corporation and (b) the annual dividend requirements on
all outstanding shares of Preferred Stock and of all other
classes of stock ranking prior to, or on a parity with, Preferred
Stock as to dividends or distributions, including the shares
proposed to be issued; provided that, there shall be excluded
from the foregoing computation, interest charges on all
indebtedness and dividends on all shares of stock which are to be
retired in connection with the issue of such additional shares of
Preferred Stock or other class of stock ranking prior to, or on a
parity with, Preferred Stock as to dividends or distributions;
and provided, further, that in any case where such additional
shares  of Preferred Stock or other class of stock ranking prior
to, or on a parity with, Preferred Stock as to dividends or
distributions, are to be issued in connection with the
acquisition of new property, the net income of the property to be
so acquired, determined and adjusted in the same manner as the
net income of the Corporation is to be determined and adjusted as
set forth above, may be included on a pro forma basis in the
foregoing computation.

     (g)   If any shares of Preferred Stock are outstanding, the
Corporation shall not create any new class of stock having rights
and preferences prior and superior to Preferred Stock, or change
the preferences, qualifications, limitations, restrictions, or
special or relative rights of the shares of Preferred Stock,
without the affirmative consent (given in writing or at a meeting
duly called for that purpose) of the holders of two-thirds of the
aggregate number of shares of Preferred Stock (regardless of
series) then outstanding; provided, however, that if any such
change shall affect less than all series of Preferred Stock, then
such affirmative consent shall also be required of the holders of
two-thirds of the aggregate number of shares of Preferred Stock
of the particular series so affected.  Subject to the foregoing
provisions, the Corporation reserves the right to amend, alter,
change or repeal in the manner now or hereafter prescribed by law
any provision contained in the Restated Articles of Incorporation
or in any resolution of the Board of Directors establishing and
designating a series of Preferred Stock and fixing or determining
the relative rights and preferences thereof contained in any
statement filed with the Secretary of State of Illinois as
required by the laws of Illinois; and all rights herein conferred
upon the stockholders are granted subject to this reservation.

     (h) No holder of Preferred Stock shall be entitled as such
as a matter of right to subscribe for or purchase any part of any
new or additional issue of stock or securities convertible into
stock, of any class whatever, whether now or hereafter
authorized, and whether issued for cash, property, services or
otherwise.


     (i)   4.08% Cumulative Preferred Stock.  A series of Serial
Preferred Stock is designated as "4.08% Cumulative Preferred
Stock" and has the following relative rights and preferences:

       (a) The number of shares constituting the 4.08% Cumulative
Preferred Stock is   300,000.

       (b) The annual dividend rate on the 4.08% Cumulative
Preferred Stock shall be $2.04 per share in cash, and no more,
and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment
date on such series shall be cumulative shall be the date of
issue thereof.

       (c) The redemption price for the 4.08% Cumulative
Preferred Stock (exclusive of accrued and unpaid dividends), to
be paid in cash, shall be $51.50 per share.

       (d) The amount payable to the holders of the 4.08%
Cumulative Preferred  Stock upon voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the
Corporation or upon any distribution of its capital shall be at
the rate of $50 per share in cash (exclusive of accrued and
unpaid dividends).

     (j)   4.26% Cumulative Preferred Stock.  A series of Serial
Preferred Stock is designated as "4.26% Cumulative Preferred
Stock" and has the following relative rights and preferences:

       (a) The number of shares constituting the 4.26% Cumulative
Preferred Stock  is 150,000.

       (b) The annual dividend rate on the 4.26% Cumulative
Preferred Stock shall be $2.13 per share in cash, and no more,
and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment
date on such series shall be cumulative shall be the date of
issue thereof.

       (c) The redemption price for the 4.26% Cumulative
Preferred Stock (exclusive    of   accrued and unpaid dividends),
to be paid in cash, shall be $51.50 per share.

       (d) The amount payable to the holders of the 4.26%
Cumulative Preferred  Stock upon voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the
Corporation or upon any distribution of its capital shall be at
the rate of $50 per share in cash (exclusive of accrued and
unpaid dividends).

     (k)   4.70% Cumulative Preferred Stock.  A series of Serial
Preferred Stock is designated as "4.70% Cumulative Preferred
Stock" and has the following relative rights and preferences:
       (a) The number of shares constituting the 4.70% Cumulative
Preferred Stock  is 200,000.

       (b) The annual dividend rate on the 4.70% Cumulative
Preferred Stock shall be $2.35 per share in cash, and no more,
and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment
date on such series shall be cumulative shall be the date of
issue thereof.


       (c) The redemption price for the 4.70% Cumulative
Preferred Stock (exclusive    of   accrued and unpaid dividends),
to be paid in cash, shall be $51.50 per share.

       (d) The amount payable to the holders of the 4.70%
Cumulative Preferred  Stock upon voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the
Company or upon any distribution of its capital shall be at the
rate of $50 per share in cash (exclusive of accrued and unpaid
dividends).

     (l)   4.42% Cumulative Preferred Stock.   A series of Serial
Preferred Stock is designated as "4.42% Cumulative Preferred
Stock" and has the following relative rights and preferences:

       (a) The number of shares constituting the 4.42% Cumulative
Preferred Stock  is 150,000.

       (b) The annual dividend rate on the 4.42% Cumulative
Preferred Stock shall be $2.21 per share in cash, and no more,
and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment
date on such series shall be cumulative shall be the date of
issue thereof.

       (c) The redemption price for the 4.42% Cumulative
Preferred Stock (exclusive    of   accrued and unpaid dividends),
to be paid in cash, shall be $51.50 per share.

       (d) The amount payable to the holders of the 4.42%
Cumulative Preferred  Stock upon voluntary  or involuntary
dissolution, liquidation or winding up of the affairs of the
Company or upon any distribution of its capital shall be at the
rate of $50 per
     share in cash (exclusive of accrued and unpaid dividends).

       (m) 4.20% Cumulative Preferred Stock.   A series of Serial
Preferred Stock is designated as "4.20% Cumulative Preferred
Stock" and has the following relative rights and preferences:

       (a) The number of shares constituting the 4.20% Cumulative
Preferred Stock  is 180,000.

       (b) The annual dividend rate on the 4.20% Cumulative
Preferred Stock shall be $2.10 per share in cash, and no more,
and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment on
such series shall be cumulative shall be the date of issue
thereof.

       (c) The redemption price for the 4.20% Cumulative
Preferred Stock (exclusive    of   accrued and unpaid dividends),
to be paid in cash, shall be $52.00 per share.

       (d) The amount payable to the holders of the 4.20%
Cumulative Preferred  Stock upon voluntary  or involuntary
dissolution, liquidation or winding up of the affairs of the
Corporation or upon any distribution of its capital shall be at
the rate of $50 per
     share in cash (exclusive of accrued and unpaid dividends).




     (n)   8.24% Cumulative Preferred Stock.   A series of Serial
Preferred Stock is designated as "8.24% Cumulative Preferred
Stock" and has the following relative rights and preferences:
       (a) The number of shares constituting the 8.24% Cumulative
Preferred Stock  is 600,000.

       (b) The annual dividend rate on the 8.24% Cumulative
Preferred Stock shall be $4.12 per share in cash, and no more,
and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment on
such series shall be cumulative shall be the date of issue
thereof.

       (c) The redemption price for the 8.24% Cumulative
Preferred Stock (exclusive    of   accrued and unpaid dividends),
to be paid in cash, shall be $51.90 per share.

       (d) The amount payable to the holders of the 8.24%
Cumulative Preferred  Stock upon voluntary  or involuntary
dissolution, liquidation or winding up of the affairs of the
Company or upon any distribution of its capital shall be at the
rate of $50 per
     share in cash (exclusive of accrued and unpaid dividends).

     (o)   7.56% Cumulative Preferred Stock.   A series of Serial
Preferred Stock is designated as "7.56% Cumulative Preferred
Stock" and has the following relative rights and preferences:
       (a) The number of shares constituting the 7.56% Cumulative
Preferred Stock  is 700,000.

       (b) The annual dividend rate on the 7.56% Cumulative
Preferred Stock shall be $3.78 per share in cash, and no more,
and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment on
such series shall be cumulative shall be the date of issue
thereof.

       (c) The redemption price for the 7.56% Cumulative
Preferred Stock (exclusive    of   accrued and unpaid dividends),
to be paid in cash, shall be $51.685 per share.

       (d) The amount payable to the holders of the 7.56%
Cumulative Preferred  Stock upon voluntary  or involuntary
dissolution, liquidation or winding up of the affairs of the
Corporation or upon any distribution of its capital shall be at
the rate of $50 per
     share in cash (exclusive of accrued and unpaid dividends).

     (p)  8% Cumulative Preferred Stock.  A series of Serial
Preferred Stock is designated  as "8% Cumulative Preferred Stock"
and has the following rights and preferences:

       (a) The number of shares constituting the 8% Cumulative
Preferred Stock is 1,000,000.

       (b) The annual dividend rate on the 8% Cumulative
Preferred Stock shall be $4.00 per share in cash, and no more,
and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment on
such series shall be cumulative shall be the date of issue
thereof.

       (c) The redemption price for the 8% Cumulative Preferred
Stock (exclusive    of   accrued and unpaid dividends), to be
paid in cash, shall be $52.29 per share.

       (d) The amount payable to the holders of the 8% Cumulative
Preferred  Stock upon voluntary  or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation or
upon any distribution of its capital shall be at the rate of $50
per
     share in cash (exclusive of accrued and unpaid dividends).

     (q)   Cumulative Preferred Stock, Adjustable Rate Series A.
A series of Serial Preferred Stock without par value is
designated as "Cumulative Preferred Stock, Adjustable Rate Series
A"  (such series being called in this subdivision (q) the "New
Preferred Stock"), and has the following relative rights and
preferences:

       (a) The number of shares constituting the New Preferred
Stock is 1,000,000.

       (b) (i) The annual dividend rate on the New Preferred
Stock shall be the amount per share, in cash, computed in
accordance with the provisions of this paragraph (b), and no
more, and the date from which dividends on all shares of the New
Preferred Stock issued prior to the record date for the first
dividend payment on the New Preferred Stock shall be cumulative
shall be the date of issue thereof.  The amount of dividends per
share on each share of the New Preferred Stock for each dividend
period shall be computed by dividing the dividend rate for such
dividend period, as determined in accordance with the provisions
of this paragraph (b), by four, and applying the quotient thus
obtained against $50.00.  The amount of dividends payable on each
share of the New Preferred Stock for the initial dividend period
or any dividend period shorter than a full quarterly dividend
period shall be computed on the basis of 30-day months and a 360-
day year.

           (ii) The dividend rate for the initial dividend period
ending April 30, 1983 and the quarterly dividend period ending
July 31, 1983 shall be 9.75%.  The dividend rate for each
subsequent dividend period shall be the Applicable Rate (as
defined below) for such dividend period, except that in no event
shall the dividend rate for any dividend period be less than 6%
or greater than 12%.

           (iii) Except as provided below in this clause (iii),
the "Applicable Rate" for any dividend period shall be (A) 3.35%
less than (B) the highest of (1) the Treasury Bill Rate, (2) the
Ten Year Constant Maturity Rate and (3) the Twenty Year Constant
Maturity Rate (each as hereinafter defined) for such dividend
period.  In the event that the Company determines in good faith
that for any reason one or more of such Rates cannot be
determined for any dividend period, then the Applicable Rate for
such dividend period shall be calculated based upon the higher of
whichever of such Rates can be determined.  In the event that the
Company determines in good faith that none of such Rates can be
determined for any dividend period, then the Applicable Rate for
such dividend period shall be the Applicable Rate in effect for
the preceding dividend period.

           (iv) Except as provided below in this clause (iv), the
"Treasury Bill Rate" for each dividend period shall be the
arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate,
if only one such rate shall be published during the relevant
Calendar Period (as defined below)) for three-month U. S.
Treasury bills, as published weekly by the Federal Reserve Board
during the Calendar Period immediately prior to the ten calendar
days immediately preceding the first day of February, May, August
or November, as the case may be, prior to the dividend period for
which the dividend rate on the New Preferred Stock is being
determined.  In the event that the Federal Reserve Board does not
publish a weekly per annum market discount rate during any such
Calendar Period, then the Treasury Bill Rate for the related
dividend period shall be the arithmetic average of the two most
recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate shall be
published during the relevant Calendar Period) for three-month U.
S. Treasury bills, as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U. S. Government
department or agency selected by the Company.  In the event that
a per annum market discount rate for three-month U. S. Treasury
bills shall not be published by the Federal Reserve Board or by
any Federal Reserve Bank or by any U. S. Government department or
agency during such Calendar Period, then the Treasury Bill Rate
for such dividend period shall be the arithmetic average of the
two most recent weekly per annum market discount rates (or the
one weekly per annum market discount rate, if only one such rate
shall be published during the relevant Calendar Period) for all
of the U. S. Treasury bills then having maturities of not less
than 80 or more than 100 days, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve
Board shall not publish such rates, by any Federal Reserve Bank
of by any U. S. Government department or agency selected by the
Company.  In the event that the Company determines in good faith
that for any reason no such U. S. Treasury bill rates are
published as provided above during such Calendar Period, then the
Treasury Bill Rate for such dividend period shall be the
arithmetic average of the per annum market discount rates based
upon the closing bids during such Calendar Period for each of the
issues of marketable non-interest bearing U. S. Treasury
securities with a maturity of not less than 80 or more than 100
days from the date of each such quotation, as quoted daily for
each business day in New York City (or less frequently if daily
quotations shall not be generally available) to the Company by at
least three recognized U. S. Government securities dealers
selected by the Company.  In the event that the Company
determines in good faith that for any reason the Company cannot
determine the Treasury Bill Rate for any dividend period as
provided above in this clause (iv), then the Treasury Bill Rate
for such dividend period shall be the arithmetic average of the
per annum market discount rates based upon the closing bids
during the related Calendar Period for each of the issues of
marketable interest-bearing U. S. Treasury securities with a
maturity of not less than 80 or more than 100 days from the date
of each such quotation, as quoted daily for each business day in
New York City (or less frequently if daily quotations shall not
be generally available) to the Company by at least three
recognized U. S. Government securities dealers selected by the
Company.

           (v) Except as provided below in this clause (v), the
"Ten Year Constant Maturity Rate" for each dividend period shall
be the arithmetic average of the two most recent weekly per annum
Ten Year Average Yields (or the one weekly per annum Ten Year
Average Yield, if only one such Yield shall be published during
the relevant Calendar Period as provided below), as published
weekly by the Federal Reserve Board during the Calendar Period
immediately prior to the ten calendar days immediately preceding
the first day of February, May, August, or November, as the case
may be, prior to the dividend period for which the dividend rate
on the New Preferred Stock is being determined.  In the event
that the Federal Reserve Board does not publish such a weekly per
annum Ten Year Average Yield during such Calendar Period, then
the Ten Year Constant Maturity Rate for such dividend period
shall be the arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (or the one weekly per annum Ten
Year Average Yield, if only one such Yield shall be published
during  such Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U. S.
Government department or agency selected by the Company.  In the
event that a per annum Ten Year Average Yield shall not be
published by the Federal Reserve Board or by any Federal Reserve
Bank or by any U. S. Government department or agency during such
Calendar Period, then the Ten Year Constant Maturity Rate for
such dividend period shall be the arithmetic average of the two
most recent weekly per annum average yields to maturity (or the
one weekly average yield to maturity, if only one such yield
shall be published during such Calendar Period) for all of the
actively traded marketable U. S. Treasury fixed interest rate
securities (other than Special Securities (as defined below) )
then having maturities  of not less than eight or more than
twelve years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board shall not
publish such yields,  by any Federal Reserve Bank or by any U. S.
Government department or agency selected by the Company.  In the
event that the Company determines in good faith that for any
reason the Company cannot determine the Ten Year Constant
Maturity Rate for any dividend period as provided above in this
clause (v), then the  Ten Year Constant Maturity Rate for such
dividend period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded
marketable U. S. Treasury fixed interest rate securities (other
than Special Securities) with a final maturity date not less than
eight or more than twelve years from the date of each such
quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations  shall not be generally
available) to the Company by at least three recognized U. S.
Government securities dealers selected by the Company.

           (vi) Except as provided below in this clause (vi), the
"Twenty Year Constant Maturity Rate" for each dividend period
shall be the arithmetic average of the two most recent weekly per
annum Twenty Year Average Yields (or the one weekly per annum
Twenty Year Average Yield, if only one such Yield shall be
published during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the Calendar Period
immediately prior to the ten calendar days immediately preceding
the first day of February, May, August or November, as the date
may be, prior to the dividend period for which the dividend rate
on the New Preferred Stock is being determined.    In the event
that the Federal Reserve Board does not publish such a weekly per
annum Twenty Year Average Yield during such Calendar Period, then
the Twenty Year Constant Maturity Rate for such dividend period
shall be the arithmetic average of the two most recent weekly per
annum Twenty Year Average Yields (or the one weekly per annum
Twenty Year Average Yield, if only one such Yield shall be
published during  such Calendar Period), as published weekly
during such Calendar Period by any Federal Reserve Bank or by any
U. S. Government department or agency selected by the Company.
In the event that a per annum Twenty Year Average Yield shall not
be published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U. S. Government department or agency
during such Calendar Period, then the Twenty Year Constant
Maturity Rate for such dividend period shall be the arithmetic
average of the two most recent weekly per annum average yields to
maturity (or the one weekly average yield to maturity, if only
one such yield shall be published during such Calendar Period)
for all of the actively traded marketable U. S. Treasury fixed
interest rate securities (other than Special Securities) then
having maturities  of not less than eighteen or more than twenty-
two years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board shall not
publish such yields, by any Federal Reserve Bank or by any U. S.
Government department or agency selected by the Company.  In the
event that the Company determines in good faith that for any
reason the Company cannot determine the Twenty Year Constant
Maturity Rate for such dividend period as provided above in this
clause (vi), then the Twenty Year Constant Maturity Rate for such
dividend period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded
marketable U. S. Treasury fixed interest rate securities (other
than Special Securities) with a final maturity date not less than
eighteen or more than twenty-two years from the date of each such
quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations  shall not be generally
available) to the Company by at least three recognized U. S.
Government securities dealers selected by the Company.

           (vii) The Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Twenty Year Constant Maturity Rate shall
each be rounded to the nearest five one-hundredths of a
percentage point.

           (viii) The dividend rate with respect to each dividend
period will be calculated as promptly as practicable by the
Company according to the appropriate method described herein.
The mathematical accuracy of each such calculation will be
confirmed in writing by Price Waterhouse, or by any other
independent accountants selected by the Company.  The Company
will cause each dividend rate to be published in a newspaper of
general circulation in New York City prior to the commencement of
the new dividend period to which it applies and will cause notice
of such dividend rate to be enclosed with the dividend payment
checks next mailed to the holders of the  New Preferred Stock.

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


     (c)    The redemption price for the shares of the New
Preferred Stock (exclusive of accrued and unpaid dividends), to
be paid in cash, shall be $50.00 per share.

       (d) The amount payable to the holders of the shares of the
New Preferred Stock upon voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company or upon
any distribution of its capital shall be at the rate of $50.00
per share in cash, together with accrued and unpaid dividends.

     (r)   Cumulative Preferred Stock, Adjustable Rate Series B.
A series of Serial Preferred Stock without par value is
designated as "Cumulative Preferred Stock, Adjustable Rate Series
B" (such series being called in this subdivision (r) the "New
Preferred Stock"), and has the following relative rights and
preferences:

       (a) The number of shares constituting the New Preferred
Stock is 1,000,000.

       (b) (i) The annual dividend rate on the New Preferred
Stock shall be the amount per share, in cash, computed in
accordance with the provisions of this paragraph (b), and no
more, and the date from which dividends on all shares of the New
Preferred Stock issued prior to the record date for the first
dividend payment on the New Preferred Stock shall be cumulative
shall be the date of issue thereof.  The amount of dividends per
share on each share of the New Preferred Stock for each dividend
period shall be computed by dividing the dividend rate for such
dividend period, as determined in accordance with the provisions
of this paragraph (b), by  four, and applying the quotient this
obtained against $50.00.  The amount of dividends payable on each
share of the New Preferred Stock for the initial dividend period
or any dividend period shorter than a full quarterly dividend
period shall be computed on the basis of 30-day months and a 360-
day year.

           (ii) The dividend rate for the initial dividend period
ending July 31, 1985 shall be 10.10%.  The dividend rate for each
subsequent dividend period shall be the Applicable Rate (as
defined below) for such dividend period, except that in no event
shall the dividend rate for any dividend period be less than 7%
or greater than 14.5%.

           (iii) Except as provided below in this clause (iii),
the "Applicable Rate" for any  dividend period shall be (A) 1.50%
less than (B) the highest of (1) the Treasury Bill Rate, (2) the
Ten Year Constant Maturity Rate and (3) the Twenty Year Constant
Maturity Rate (each as hereinafter defined) for such dividend
period.  In the event that the Company determines in good faith
that for any reason one or more of such Rates cannot be
determined for any dividend period, then the Applicable Rate for
such dividend period shall be calculated based upon the higher of
whichever of such Rates can be determined.  In the event that the
Company determines in good faith that none of such Rates can be
determined for any dividend period, then the Applicable Rate for
such dividend period shall be the Applicable Rate in effect for
the preceding dividend period.

           (iv) Except as provided below in this clause (iv), the
"Treasury Bill Rate" for each dividend period shall be the
arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate,
if only one such rate shall be published during the relevant
Calendar Period (as defined below) ) for three-month U. S.
Treasury bills, as published weekly by the Federal Reserve Board
during the Calendar Period immediately prior to the ten calendar
days immediately preceding the first day of February, May, August
or November, as the case may be, prior to the dividend period for
which the dividend rate on the New Preferred Stock is being
determined.  In the event that the Federal Reserve Board does not
publish a weekly per annum market discount rate during any such
Calendar Period, then the Treasury Bill Rate for the related
dividend period shall be the arithmetic average of the two most
recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate shall be
published during the relevant Calendar Period) for three-month U.
S. Treasury bills, as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U. S. Government
department or agency selected by the Company.  In the event that
a per annum market discount rate for three-month U. S. Treasury
bills shall not be published by the Federal Reserve Board or by
any Federal Reserve Bank or by any U. S. Government department or
agency during such Calendar Period, then the Treasury Bill Rate
for such dividend period shall be the arithmetic average of the
two most recent weekly per annum market discount rates (or the
one weekly per annum market discount rate, if only one such rate
shall be published during the relevant Calendar Period) for all
of the U. S. Treasury bills then having maturities of not less
than 80 or more than 100 days, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve
Board shall not publish such rates, by any Federal Reserve Bank
or by any U. S. Government department or agency selected by the
Company.  In the event that the Company determines in good faith
that for any reason no such U. S. Treasury bill rates are
published as provided above during such Calendar Period, then the
Treasury Bill Rate for such dividend period shall be the
arithmetic average of the per annum market discount rates based
upon the closing bids during such Calendar Period for each of the
issues of marketable non-interest bearing U. S. Treasury
securities with a maturity of not less than 80 or more than 100
days from the date of each such quotation, as quoted daily for
each business day in New York City (or less frequently if daily
quotations shall not be generally available) to the Company by at
least three recognized U. S. Government securities dealers
selected by the Company.  In the event that the Company
determines in good faith that for any reason the Company cannot
determine the Treasury Bill Rate for any dividend period as
provided above in this clause (iv), then the Treasury Bill Rate
for such dividend period shall be the arithmetic average of the
per annum market discount rates based upon the closing bids
during the related Calendar Period for each of the issues of
marketable interest-bearing U. S. Treasury securities with a
maturity of not less than 80 or more than 100 days from the date
of each such quotation, as quoted daily for each business day in
New York City (or less frequently if daily quotations shall not
be generally available) to the Company by at least three
recognized U. S. Government securities dealers selected by the
Company.

       (v) Except as provided below in this clause (v), the "Ten
Year Constant Maturity Rate" for each dividend period shall be
the arithmetic average of the two most recent weekly per annum
Ten Year Average Yields (or the one weekly per annum Ten Year
Average Yield, if only one such Yield shall be published during
the relevant Calendar Period as provided below), as published
weekly by the Federal Reserve Board during the Calendar Period
immediately prior to the ten calendar days immediately preceding
the first day of February, May, August, or November, as the case
may be, prior to the dividend period for which the dividend rate
on the New Preferred Stock is being determined.  In the event
that the Federal Reserve Board does not publish such    a weekly
per annum Ten Year Average Yield during such Calendar Period,
then the Ten Year Constant Maturity Rate for such dividend period
shall be the arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (or the one weekly per annum Ten
Year Average Yield, if only one such Yield shall be published
during  such Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U. S.
Government department or agency selected by the Company.  In the
event that a per annum Ten Year Average Yield shall not be
published by the Federal Reserve Board or by any Federal Reserve
Bank or by any U. S. Government department or agency during such
Calendar Period, then the Ten Year Constant Maturity Rate for
such dividend period shall be the arithmetic average of the two
most recent weekly per annum average yields to maturity (or the
one weekly average yield to maturity, if only one such yield
shall be published during such Calendar Period) for all of the
actively traded marketable U. S. Treasury fixed interest rate
securities (other than Special Securities (as defined below) )
then having maturities  of not less than eight or more than
twelve years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board shall not
publish such yields,  by any Federal Reserve Bank or by any U. S.
Government department or agency selected by the Company.  In the
event that the Company determines in good faith that for any
reason the Company cannot determine the Ten Year Constant
Maturity Rate for any dividend period as provided above in this
clause (v), then the  Ten Year Constant Maturity Rate for such
dividend period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded
marketable U. S. Treasury fixed interest rate securities (other
than Special Securities) with a final maturity date not less than
eight or more than twelve years from the date of each such
quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations  shall not be generally
available) to the Company by at least three recognized U. S.
Government securities dealers selected by the Company.

        (vi) Except as provided below in this clause (vi), the
"Twenty Year Constant Maturity Rate" for each dividend period
shall be the arithmetic average of the two most recent weekly per
annum Twenty Year Average Yields (or the one weekly per annum
Twenty Year Average Yield, if only one such Yield shall be
published during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the Calendar Period
immediately prior to the ten calendar days immediately preceding
the first day of February, May, August or November, as the date
may be, prior to the dividend period for which the dividend rate
on the New Preferred Stock is being determined.    In the event
that the Federal Reserve Board does not publish such a weekly per
annum Twenty Year Average Yield during such Calendar Period, then
the Twenty Year Constant Maturity Rate for such dividend period
shall be the arithmetic average of the two most recent weekly per
annum Twenty Year Average Yields (or the one weekly per annum
Twenty Year Average Yield, if only one such Yield shall be
published during  such Calendar Period), as published weekly
during such Calendar Period by any Federal Reserve Bank or by any
U. S. Government department or agency selected by the Company.
In the event that a per annum Twenty Year Average Yield shall not
be published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U. S. Government department or agency
during such Calendar Period, then the Twenty Year Constant
Maturity Rate for such dividend period shall be the arithmetic
average of the two most recent weekly per annum average yields to
maturity (or the one weekly average yield to maturity, if only
one such yield shall be published during such Calendar Period)
for all of the actively traded marketable U. S. Treasury fixed
interest rate securities (other than Special Securities) then
having maturities  of not less than eighteen or more than twenty-
two years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board shall not
publish such yields,  by any Federal Reserve Bank or by any U. S.
Government department or agency selected by the Company.  In the
event that the Company determines in good faith that for any
reason the Company cannot determine the Twenty Year Constant
Maturity Rate for such dividend period as provided above in this
clause (vi), then the Twenty Year Constant Maturity Rate for such
dividend period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded
marketable U. S. Treasury fixed interest rate securities (other
than Special Securities) with a final maturity date not less than
eighteen or more than twenty-two years from the date of each such
quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations shall not be generally
available) to the Company by at least three recognized U. S.
Government securities dealers selected by the Company.

               (vii) The Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Twenty Year Constant Maturity Rate
shall each be rounded to the nearest five one-hundredths of a
percentage point.

               (viii) The dividend rate with respect to each
dividend period will be calculated as promptly as practicable by
the Company according to the appropriate method described herein.
The mathematical accuracy of each such calculation will be
confirmed in writing by Price Waterhouse, or by any other
independent accountants selected by the Company.  The Company
will cause each dividend rate to be published in a newspaper of
general circulation in New York City prior to the commencement of
the new dividend period to which it applies and will cause notice
of such dividend rate to be enclosed with the dividend payment
checks next mailed to the holders of the  New Preferred Stock.

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




     (c)    The redemption prices for the shares of the New
Preferred Stock (exclusive of accrued and unpaid dividends), to
be paid in cash, shall be $51.50 per share if redeemed on or
after May 1, 1990, but prior to May 1, 1995 and $50.00 per share
if redeemed on or after May 1, 1995.

       (d) The amount payable to the holders of the shares of the
New Preferred Stock upon voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company or upon
any distribution of its capital shall be at the rate of $50.00
per share in cash, together with accrued and unpaid dividends.

     (s)   8.00% Cumulative Preferred Stock.  A series of Serial
Preferred Stock without par value is designated as "8.00%
Cumulative Preferred Stock" (such series being called in this
subdivision (s) the "New Preferred Stock"), and has the following
relative rights and preferences:

       (a) The number of shares constituting the New Preferred
Stock when originally    issued prior to February 1, 1993 was
600,000 and on  the date of this restatement of the Articles of
Incorporation is 360,000.

       (b) The annual dividend rate on the New Preferred Stock
shall be $8.00 per share      in cash, and no more, and the date
from which dividends on all shares of the New Preferred Stock
issued prior to the record date for the first dividend payment on
the New Preferred Stock shall be cumulative shall be the date of
issue thereof.

       (c)  Except in the case of sinking fund redemptions, the
redemption prices for the     New Preferred Stock (exclusive of
accrued and unpaid dividends), to be paid in cash, shall be
$101.00 per share if redeemed on or after February 1, 1994 but
prior to February 1, 1995; and $100.00 per share if redeemed on
or after February 1, 1995.

       (d) So long as any shares of the New Preferred Stock are
outstanding, the    Company shall, as a sinking fund for the New
Preferred Stock, redeem on February 1, 1993, and on each February
1 thereafter to and including February 1, 1997, 120,000 shares of
the New Preferred Stock, or such lesser number of shares as shall
be outstanding on any such date (such required redemptions being
herein called the "sinking fund requirements"), at a sinking fund
redemption price of $100.00 per share, together with a sum in the
case of each share so to be redeemed, computed at the annual
dividend rate of the New Preferred Stock from the date from which
dividends on such share became cumulative to the date fixed for
such redemption, less the aggregate of the dividends theretofore
or on such redemption date paid thereon.  Sinking fund
requirements shall be cumulative, so that if the Company shall
fail in any year to redeem the number of shares required by the
sinking fund requirements applicable to that year, the amount of
the deficiency shall be added to the sinking fund requirements
applicable to the next succeeding year or years until such
deficiency shall be made good.  The Company may, at its option,
increase the sinking fund requirements applicable to any year by
not more than 120,000 additional shares of the New Preferred
Stock at the sinking fund redemption price of $100.00 per share,
together with a sum in the case of each share so to be redeemed,
computed at the annual dividend rate for the New Preferred Stock
from the date from which dividends on such share became
cumulative to the date fixed for such redemption, less the
aggregate of the dividends theretofore or on such redemption date
paid thereon.  The right to increase any such sinking fund
requirements shall not be cumulative and shall not reduce the
sinking fund requirements in any subsequent year.  The sinking
fund requirements may be satisfied in whole or in part by shares
of the New Preferred Stock redeemed other than through the
sinking fund, or otherwise purchased or acquired and cancelled by
the Company, and not theretofore applied in satisfaction of any
sinking fund requirements.  Notwithstanding any of the other
provisions of this subdivision (s), if any February 1 referred to
above in this paragraph (d) shall be a Saturday, a Sunday, or a
legal holiday for banking institutions in the State of Illinois,
the sinking fund requirements to be effected on such February 1
shall be effected on the next succeeding date which is not a
Saturday, a Sunday or such a legal holiday.  No redemptions shall
be made through the sinking fund, or funds set aside for such
purpose,  unless dividends on all shares of the Company's
Preferred Stock for all past dividend periods shall have been
paid in full or declared and funds set aside for payment.  Except
to the extent required by the provisions of this paragraph (d),
the provisions of subdivision (d) of Section 1 of Article V of
the Company's Restated Articles of Incorporation shall apply to
all sinking fund redemptions.

       (e) The amount payable to the holders of the New Preferred
Stock upon voluntary     or involuntary dissolution, liquidation
or winding up of the affairs of the Company or upon any
distribution of its capital shall be at the rate of $100.00 per
share in cash (exclusive of accrued and unpaid dividends).

     (t)   7 3/4% Cumulative Preferred Stock.  A series of Serial
Preferred Stock is designated as "7 3/4% Cumulative Preferred
Stock" (such series being called in this subdivision (t), the
"New Preferred Stock"), and has the following relative rights and
preferences:

       (a) The number of shares constituting the New Preferred
Stock is 870,000.

       (b) The annual dividend rate on the New Preferred Stock
shall be $3.875 per share     in cash, and no more, and the date
from which dividends on all shares of the New Preferred Stock
issued prior to the record date for the first dividend payment on
the New Preferred Stock shall be cumulative shall be the date of
issue thereof.

       (c) The New Preferred Stock is not redeemable prior to
July 1, 2003.  On or after    July 1, 2003, the New Preferred
stock shall be redeemable, in whole or in part, at the option of
the Company.  The redemption price for the New Preferred Stock
(exclusive of accrued and unpaid dividends), to be paid in cash,
shall be $50 per share.

       (d) The amount payable to the holders of the New Preferred
Stock upon voluntary     or involuntary dissolution, liquidation
or winding up of the affairs of the Company or upon any
distribution of its capital shall be at the rate of $50 per share
in cash (exclusive of accrued and unpaid dividends).




          2.  PROVISIONS RELATING TO PREFERENCE STOCK

     (a)   Issue of Preference Stock in Series.  Authority is
hereby expressly vested in the Board of Directors of the
Corporation to divide, and to provide for the issue from time to
time of, the Preference Stock in series and to fix and determine
as to each such series:

       (1) the designation of, and the number of shares to be
issuable in, such series;  provided, however, that if the Board
of Directors of the Corporation, at any time after the initial
issue of shares of any series with the privilege of conversion
into shares of the Common Stock, shall provide for the issue of
additional shares of such series, such additional shares shall
not be offered by the Corporation at a price per share less than
that at which the shares of such series initially issued shall
have been offered;

       (2) the dividend rate per annum for the shares of such
series;

       (3) the price or prices at which, and the terms and
conditions on which, such shares may be redeemed;

       (4) the amount payable upon each of such shares in the
event of voluntary dissolution, liquidation or winding up of the
Corporation;

       (5) the amount payable upon each of such shares in the
event of involuntary dissolution, liquidation or winding up of
the Corporation;

       (6) sinking fund provisions, if any, for the redemption or
purchase of such shares (the term "sinking fund", as used herein,
includes any analogous fund, however, designated);

       (7) if such shares are to be issued with the privilege of
conversion into shares of the Common Stock, the terms and
conditions on which such shares may be so converted; and

       (8) Any other variations in the relative rights and
preferences as between different series, not inconsistent with
the provisions of the Restated Articles of Incorporation, as
amended, to the full extent which may hereafter be permitted by
the laws of Illinois.

In all other respects the shares of Preference Stock of all
series shall be identical.

     So long as any shares of any series of the Preference Stock
established by resolution of the Board of Directors of the
Corporation shall be outstanding, such resolution shall not be
amended so as to affect any of the preferences or other rights of
the holders of the shares of such series without the affirmative
vote or the written consent of the holders of at least two-thirds
of the shares of such series outstanding at the time or as of a
record date fixed by the Board of Directors of the Corporation,
but such resolution may be so amended with such vote or consent.

     (b)   Dividends.  Subject to the preferential rights of the
holders of Preferred Stock with  respect to the payment of
dividends, holders of the Preference Stock of each series shall
be entitled to receive cash dividends, out of funds legally
available therefor, when and as declared by the Board of
Directors of the Corporation, at such rate per annum as shall
have been fixed by the Board of Directors of the Corporation for
the shares of such series.  Dividends on the Preference Stock of
all series shall be payable quarterly on the first day of each of
the months of February, May, August and November in each year,
each such quarterly payment to be in respect of the quarterly
period ending with the day next preceding the date of such
payment, except in the case of the first dividend payable on
shares of any series issued between quarterly dividend payment
dates, in which case such dividend shall be for the period
beginning with the date of issue of such shares or the next
preceding quarterly dividend payment date for the Preference
Stock, as determined by the Board of Directors of the
Corporation, and ending with the day next preceding either, as
determined by the Board of Directors of the Corporation, the
first or the second quarterly dividend payment date for the
Preference Stock succeeding the date of issue of such shares.
Dividends on the Preference Stock of each series shall be
cumulative with respect to each share from the beginning date of
the period for which the first dividend thereon was payable.
Accumulations of dividends shall not bear interest.  Whenever
there shall be paid on the shares of any series of the Preference
Stock the full amount or any part of the dividends payable
thereon, there shall also be paid at the same time on the shares
of each other series, if any, then outstanding the full amount or
a like proportionate part, as the case may be, of the dividends
payable thereon.

     No funds shall be paid into or set aside for any sinking
fund created for any series of the Preference Stock or for any
subordinate stock or stock of any class ranking on a parity with
the Preference Stock with respect to the payment of dividends or
the distribution of assets, unless all dividends on the
Preference Stock for all past quarterly dividend periods, and
(subject to the limitation hereinafter stated) for the current
quarterly dividend period, shall have been paid or shall have
been declared and funds sufficient for such payment set aside by
the Corporation, separate and apart from its other funds.

     No dividend shall be paid or other distribution made on any
subordinate stock, other than a dividend or distribution solely
of shares of subordinate stock, and no subordinate stock shall be
purchased or otherwise acquired by the Corporation for a
consideration, unless (1) all dividends on the Preference Stock
for all past quarterly dividend periods, and (subject to the
limitation hereinafter stated) for the currently quarterly
dividend period, shall have been paid or shall have been declared
and funds sufficient for such payment set aside by the
Corporation, separate and apart from its other funds, and (2) all
funds then and theretofore required to be paid into or set aside
for any sinking fund or funds created for one or more series of
the Preference Stock shall have been so paid or set aside.

     If the date of any payment or setting aside of funds,
referred to in the second preceding paragraph, or the date of
payment of any dividend or making of any other distribution or
any purchase or other acquisition, referred to in the next
preceding paragraph, shall be a quarterly dividend payment date,
the references in such paragraphs to "the current quarterly
dividend period" shall be inapplicable for all of the purposes
thereof.

     (c)   Redemption of Preference Stock.  Subject to the
limitations stated in subdivisions (d) and (e) of this Section 2,
and except as may be otherwise provided by the Board of Directors
of the Corporation in respect of the shares of a particular
series established by resolution of the Board of Directors of the
Corporation, shares of any one or more series of the Preference
Stock may be called for redemption and redeemed, at the option of
the Corporation, in whole at any time or in part from time to
time, by the payment therefor in cash of the then applicable
optional redemption price fixed by the Board of Directors of the
Corporation for the shares of such series, together with a sum in
the case of each share so to be redeemed, computed at the annual
dividend rate for the series at which the particular share is a
part from the date from which dividends on such share became
cumulative to the date fixed for such redemption, less the
aggregate of the dividends theretofore or on such redemption date
paid thereon, each redemption to be effected upon notice the same
as that provided in Section 1 in respect of the redemption of
shares of Preferred Stock.  All other provisions with respect to
the method and effect of redemption of shares of the Preferred
Stock shall be applicable to the redemption of shares of the
Preference Stock in the same manner and with the same force and
effect as though such provisions were set forth in full in this
subdivision (c).

     (d)   Limitations on Redemption and Purchase of Preference
Stock.  If and so long as the Corporation shall be in default in
the payment of any quarterly dividend on shares of any series of
the Preference Stock, or shall be in default in the payment of
funds into or the setting aside of funds for any sinking fund
created for any series of the Preference Stock, the Corporation
shall not (other than by the use of unapplied funds, if any, paid
into or set aside for a sinking fund or funds prior to such
default);

       (1) redeem any shares of the Preference Stock unless all
shares thereof are redeemed; or

       (2) purchase or otherwise acquire for a consideration any
shares of the Preference Stock, except pursuant to offers of sale
made by holders of the Preference Stock in response to an
invitation for tenders given simultaneously by the Corporation by
mail to the holders of record of all shares of the Preference
Stock then outstanding at their respective addresses then
appearing on the records of the Corporation.

     (e)   Status of Preference Stock Redeemed or Purchased.  All
shares of the Preference Stock which shall be redeemed pursuant
to any sinking fund created for any series of the Preference
Stock, all shares of the Preference Stock which shall be
purchased pursuant to any such sinking fund or applied in lieu of
the payment of funds into or the setting aside of funds for any
such sinking fund, and all shares of the Preference Stock of any
series, issued with the privilege of conversion into shares of
the Common Stock which shall be so converted, shall be retired
and cancelled and shall not be reissued.  Shares of the
Preference Stock otherwise redeemed, purchased or acquired by the
Corporation shall have the status of authorized and unissued
shares or shall be retired and cancelled as may be determined by
the Board of Directors of the Corporation.

     (f)   Liquidation Preferences.  in the event of dissolution,
liquidation or winding up of the Corporation, whether voluntary
or involuntary, holders of the Preference Stock of each series
shall be entitled to receive out of the assets of the
Corporation, before any payment or distribution shall be made to
the holders of any subordinate stock, such amount per share  as
shall have been fixed by the Board of Directors of the
Corporation as the voluntary liquidation price or the involuntary
liquidation price, as the case may be, for the shares of such
series; provided, however, that no such payment to holders of the
Preference Stock shall be made until payment in full shall have
been made to the holders of the Preferred Stock, or funds or
other assets sufficient for such payment shall have been set
aside by the Corporation, separate and apart from its other
assets, in accordance with the provisions of Section 1.  If upon
any such dissolution, liquidation or winding up, the assets of
the Corporation available for payment to stockholders are not
sufficient to make payment in full to holders of the Preference
Stock as above provided, payment shall be made to such holders
ratably in accordance with the numbers of shares held by them
respectively, and, in case there shall then be outstanding more
than one series of Preference Stock, ratably in accordance with
the respective distributive amounts to which such holders shall
be entitled.

     (g) Restrictions on Certain Corporate Action.  So long as
any shares of the Preference Stock shall be outstanding the
Corporation shall not, without the affirmative vote or the
written consent of the holders of at least two-thirds of the
shares of the Preference Stock outstanding at the time or as of a
record date fixed by the Board of Directors of the Corporation:

       (1) create or authorize any stock of any class, other than
Preferred Stock, ranking prior to or on a parity with the
Preference Stock with respect to the payment of dividends or the
distribution of assets; or

       (2) amend the Restated Articles of Incorporation of the
Corporation so as to  affect any of the preferences or other
rights of the holders of the Preference Stock; provided, however,
that if any such amendment would affect any of the preferences or
other rights of the holders of one or more, but less than all, of
the series of the Preference Stock then outstanding, the
affirmative vote or the written consent of, and only of, the
holders of at least two-thirds of the shares of each series so
affected shall be required.

     So long as any shares of the Preference Stock shall be
outstanding the Corporation shall not, without the affirmative
vote or the written consent of the holders of a majority of the
shares of the Preference Stock outstanding at the time or as of a
record date fixed by the Board of Directors of the Corporation,
consolidate with or merge into any other corporation, under
applicable summary procedure, or make any sale or transfer of the
property and business of the Corporation as or substantially as
an entirety; provided, however, that this restriction shall not
apply to a consolidation of the Corporation with or its merger
into any corporation 50% or more of the voting securities of
which are owned by the Corporation directly, or indirectly,
through one or more corporations, or the sale or transfer of the
property and business of the Corporation as or substantially as
an entirety to a Corporation 50% or more of the voting securities
of which are so owned by the Corporation, or any consolidation of
the Corporation with or its merger into any other corporation or
any sale or transfer of the property or business of the
Corporation as or substantially as an entirety, which may be
required by order or regulation of any commission or other
governmental agency having jurisdiction in the premises.  The
term "sale or transfer", as used in this subdivision, includes a
lease or exchange but does not include a mortgage or pledge.

     (h)   Preemptive Rights.  No holder of Preference Stock
shall be entitled as a matter of right to subscribe for or
purchase any part of any new or additional issue of stock or
securities convertible into stock, or of any class whatever,
whether now or hereafter authorized, and whether issued for cash,
property, services or otherwise.



            3.  PROVISIONS RELATING TO COMMON STOCK

     (a)   Dividends.  Subject to the preferential rights of the
holders of the Preferred Stock and the Preference Stock with
respect to the payment of dividends, as set forth in subdivision
(b) of Section 1 and subdivision (b) of Section 2, respectively,
holders of the Common Stock shall be entitled to receive
dividends, out of funds legally available therefore, when and as
declared by the Board of Directors of the Corporation.

     (b)   Liquidation Preferences.  In the event of dissolution,
liquidation or winding up of the Corporation, whether voluntary
or involuntary, holders of the Common Stock shall be entitled to
receive, ratably in accordance with the numbers of shares held by
them respectively, the assets of the Corporation, available for
payment to stockholders, remaining after payment in full shall
have been made to holders of Preferred Stock and the Preference
Stock in accordance with the provisions of subdivision (e) of
Section 1 and subdivision (f) of Section 2.

     (c)   Preemptive Rights. No holder of Common Stock shall be
entitled as a matter of right to subscribe for or purchase any
part of any new or additional issue of stock or securities
convertible into stock, or of any class whatever, whether now or
hereafter authorized, and whether issued for cash, property,
services or otherwise.

                           ARTICLE VI

     All right to vote and all voting power shall be vested in
the shares of stock of every class, and each holder thereof shall
be entitled to vote at the same rate of one vote for each share
of stock held.

                          ARTICLE VII

     The Board of Directors of the Corporation may fill one or
more vacancies in the Board of Directors of the Corporation
arising between meetings of stockholders by reason of an increase
in the number of directors, or otherwise, to the extent and in
the manner provided by law.

                          ARTICLE VIII

     (a)   A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Corporation or its shareholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 8.65 of the
Business Corporation Act of the State of Illinois, or (iv) for
any transaction from which the director derived an improper
personal benefit.  If the Business Corporation Act of the State
of Illinois is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be
eliminated or limited to the full extent permitted by the
Business Corporation Act of the State of Illinois, as so amended.
Any repeal or modification of this paragraph (a) by the
shareholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.

     (b)   Each person who is or was or had agreed to become a
director or officer of the Corporation, and each person who is or
was serving or who had agreed to serve at the request of the
Board of Directors or an officer of the Corporation as an
employee or agent of the Corporation or as a director, officer,
employee, or agent, trustee or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise (including
the heirs, executors, administrators or estate of such person),
shall be indemnified by the Corporation to the full extent
permitted by the Business Corporation Act of the State of
Illinois or any other applicable laws as presently or hereafter
in effect.  Without limiting the generality of the foregoing, the
Corporation may enter into one or more agreements with any person
which provide for indemnification greater or different than that
provided in this paragraph (b).  Any repeal or modification of
this paragraph (b) shall not adversely affect any right or
protection existing hereunder immediately prior to such repeal or
modification.