SEC Filing | Southwest Gas Holdings

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As filed with the Securities and Exchange Commission on September 26, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

SOUTHWEST GAS CORPORATION
(Exact name of Registrant as specified in its charter)
____________________

California 88-0085720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237

(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
____________________

GEORGE C. BIEHL
Senior Vice President/Chief Financial Officer
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________

Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. _____

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. x
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CALCULATION OF REGISTRATION FEE

Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per unit aggregate offering price registration fee
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Debt Securities. . . . . . . . . (1)(2) (3) (1)(2) NA

Preferred Stock ($50 par value). (1)(4) (3) (1)(3)(4) NA

Depositary Shares. . . . . . . . (1)(4)(5) (3) (1)(3)(5) NA

Common Stock ($1 par value). . . (1)(6) (3) (1)(3)(6) NA

Total . . . . . . . . . . . $300,000,000 (3) $300,000,000 $103,449(7)

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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(Footnotes from preceding page)

(1) In no event will the aggregate maximum offering price of all securities
issued pursuant to this Registration Statement exceed $300,000,000 or,
if any Debt Securities are issued with original issue discount, such
greater amount as shall result in an aggregate offering price of
$300,000,000. Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder.

(2) Subject to Footnote (1), there is being registered hereunder an
indeterminate principal amount of Debt Securities.

(3) The proposed maximum offering price per unit will be determined, from
time to time, by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder.

(4) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of shares of Preferred Stock ($50 par value) as may
be sold, from time to time, by the Registrant. There is also being
registered hereunder an indeterminate number of shares of Preferred
Stock and Depositary Shares as shall be issuable upon conversion of Debt
Securities registered hereby.

(5) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of Depositary Shares to be issued pursuant to
Deposit Agreements. In the event the Registrant elects to offer to the
public fractional interests in shares of the Preferred Stock registered
hereunder, Depositary Receipts will be distributed to those persons
purchasing such fractional interests, and the shares of Preferred Stock
will be issued to the Depositary under any such Deposit Agreement.

(6) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time
to time, by the Registrant. There is also being registered hereunder an
indeterminate number of shares of Common Stock as shall be issuable upon
conversion of the Preferred Stock or Debt Securities registered hereby.

(7) Calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act of 1933, as amended.

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SUBJECT TO COMPLETION
DATED SEPTEMBER 26, 1994
Prospectus

SOUTHWEST GAS CORPORATION [LOGO]

Securities

Southwest Gas Corporation (the "Company") may offer from time to time,
in one or more series, its unsecured debt securities (the "Debt Securities"),
shares of its Preferred Stock, $50 par value (the "Preferred Stock"), and
shares of its Common Stock, $1 par value (the "Common Stock"). The Debt
Securities, the Preferred Stock and the Common Stock are collectively
referred to herein as the "Securities." Securities will have a maximum
aggregate offering price of $300,000,000 and will be offered on terms to be
determined at the time of offering.

In the case of Debt Securities, the specific title, the aggregate
principal amount, the purchase price, the maturity, the rate (or method of
calculation) and time of payment of interest, if any, any redemption or
sinking fund provisions, any conversion provisions, any covenants and any
other specific term of the Debt Securities will be set forth in the
accompanying supplement to this Prospectus (the "Prospectus Supplement"). In
the case of Preferred Stock, the specific number of shares, designation,
liquidation preference per share, issuance price, dividend rate (or method of
calculation), dividend payment dates, any redemption or sinking fund
provisions, any conversion rights and other specific terms of the series of
Preferred Stock will be set forth in the accompanying Prospectus Supplement.
In addition, the Prospectus Supplement will describe whether interests in the
Preferred Stock will be represented by depositary shares (the "Depositary
Shares") evidenced by depositary receipts ("Depositary Receipts"). In the
case of Common Stock, the specific number of shares, issuance price per share
and the initial dividend rate of any Special Common Stock, if Special Common
Stock is to be issued, will be set forth in the accompanying Prospectus
Supplement. The Prospectus Supplement will also disclose whether the
Securities will be listed on a national securities exchange and if they are
not to be listed, the possible effects thereof on their marketability.

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."

The Debt Securities, if issued, will rank on a parity with all other
unsecured and unsubordinated indebtedness 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 date of this Prospectus is , 1994

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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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, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at Room 1024 of the offices of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should be available for inspection and copying at the regional offices of the
Commission located at Seven World Trade Center 13th Floor, New York, New York
10048 and Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained from the
principal offices of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy materials and other
information concerning the Company may also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005 and at the
offices of the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104.

This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, and reference is hereby made to
such Registration Statement, including the exhibits thereto.

____________________

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There are incorporated herein by reference the following documents of the
Company filed with the Commission: (1) Annual Report on Form 10-K for the
fiscal year ended December 31, 1993; (2) Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994; and (3) all documents filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Securities.

Any statement contained 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,
in a Prospectus Supplement or in any subsequently filed document which is
incorporated by reference herein modifies or supersedes such statements. 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, including any
beneficial holder, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all the foregoing
documents incorporated by reference herein, including exhibits specifically
incorporated by reference in such documents but excluding all other exhibits to
such documents. Requests should be directed to George C. Biehl, Senior Vice
President and Chief Financial Officer, Southwest Gas Corporation, 5241 Spring
Mountain Road, P.O. Box 98510, Las Vegas, Nevada 89193-8510, telephone number
(702) 876-7237.

THE COMPANY

The Company, a California corporation, is comprised of two operating
segments: natural gas operations and financial services. The financial
services segment consists of PriMerit Bank, a Federal Savings Bank (the "Bank"),
a wholly owned subsidiary, which operates principally in the thrift industry.

The natural gas operations segment is engaged in the business of
purchasing, transporting, and distributing natural gas in portions of Arizona,
Nevada and California. Its several service areas are geographically as well as
economically diverse. The Company is the largest distributor in Arizona,
distributing and transporting gas in most of southern, central and northwestern
Arizona. The Company is also the largest distributor and transporter of natural
gas in Nevada. The Company also distributes and transports gas in portions of
California, including the Lake Tahoe area and the high desert and mountain areas
in San Bernardino County.
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The Company is subject to regulation by the Arizona Corporation Commission,
the Public Service Commission of Nevada (the "PSCN") and the California Public
Utilities Commission (the "CPUC"). The CPUC regulates the issuance of all
securities by the Company, with the exception of short-term borrowings. Certain
of the Company's accounting practices, transmission facilities and rates are
subject to regulation by the Federal Energy Regulatory Commission.

The Bank is a federally chartered stock savings bank conducting business
through branch offices in Nevada. The Bank's deposit accounts are insured to
the maximum extent permitted by law by the Federal Deposit Insurance Corporation
(the "FDIC") through the Savings Association Insurance Fund. The Bank is
regulated by the Office of Thrift Supervision (the "OTS") and the FDIC and is
a member of the Federal Home Loan Bank system.

The Bank's principal business is to attract deposits from the general
public and to make loans secured by real estate and other collateral that enable
borrowers to purchase, refinance, construct or improve such property. Revenues
are derived from interest on real estate loans and debt securities and, to a
lesser extent, from interest on nonmortgage loans, gains on sales of loans and
debt securities, and fees received in connection with loans and deposits. The
Bank's major expense is the interest it pays on savings deposits and borrowings.

The executive offices of the Company are located at 5241 Spring Mountain
Road, P.O. Box 98510, Las Vegas, Nevada 89193-8510, telephone number
(702) 876-7237.

USE OF PROCEEDS

Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of Securities offered hereby will be used to retire indebtedness
and for general corporate purposes, including the acquisition of property for
the construction, completion, extension or improvement of the Company's pipeline
systems and facilities located in and around the communities it serves.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratios of earnings to fixed charges for
(a) the natural gas operations segment of the Company and (b) the consolidated
gas and financial services operations of the Company (i) without deposit
interest included as a fixed charge and (ii) with deposit interest included as
a fixed charge.

For the Twelve Months Ended
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June 30, December 31,
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1994(3) 1993 1992 1991 1990 1989
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Ratios of earnings to fixed charges(1):

Company (natural gas operations segment). . . . 1.33 1.25 1.86 1.48 1.84 1.98

Consolidated

Without deposit interest . . . . . . . . . 1.53 1.32 1.42 (2) 1.45 1.44

With deposit interest. . . . . . . . . . . 1.33 1.18 1.20 (2) 1.24 1.26

(1) For purposes of computing the ratios of earnings to fixed charges,
earnings are defined as the sum of pretax income plus fixed charges.
Fixed charges consist of all interest expense including capitalized
interest, one-third of rent expense (which approximates the interest
component of such expense) and amortized debt costs.

(2) For the year ended December 31, 1991, consolidated earnings were
insufficient to cover fixed charges, excluding and including deposit
interest, by $13.5 million. This was primarily due to the recording of
additional valuation reserves during 1991 by the Bank.

(3) Twelve month ratios are presented in place of interim period ratios
because of the seasonal nature of the natural gas operations segment.
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The following table sets forth the ratios of earnings to combined fixed
charges and preferred and preference stock dividends for (a) the natural gas
segment of the Company and (b) the consolidated gas and financial services
operations of the Company (i) without deposit interest included as a fixed
charge and (ii) with deposit interest included as a fixed charge.

Ratios of earnings to combined fixed charges and
preferred and preference stock dividends(1)

Company (natural gas operations segment). . . . 1.31 1.23 1.81 1.42 1.75 1.87

Consolidated

Without deposit interest . . . . . . . . . 1.51 1.30 1.39 (2) 1.43 1.41

With deposit interest. . . . . . . . . . . 1.32 1.17 1.18 (2) 1.22 1.25

(1) See Note 1 above. Preferred and preference dividends have been adjusted
to represent the pretax earnings necessary to cover such dividend
requirements.

(2) For the year ended December 31, 1991, consolidated earnings were
insufficient to cover combined fixed charges and preferred and preference
stock dividends by $14.8 million. This was primarily due to the recording
of additional valuation reserves during 1991 by the Bank.

(3) See Note 3 above.

DESCRIPTION OF DEBT SECURITIES

Debt Securities may be issued from time to time in series under an
indenture (the "Indenture") between the Company and a bank or trust company
selected to act as trustee as specified in the Prospectus Supplement relating
thereto (the "Trustee"). The Indenture will be filed as an exhibit to or
incorporated by reference in the Registration Statement of which this Prospectus
is a part. As used under this caption, unless the context otherwise requires,
Offered Debt Securities shall mean the Debt Securities offered by this
Prospectus and the accompanying Prospectus Supplement. The statements under
this caption are brief summaries of certain provisions contained in the
Indenture, do not purport to be complete and are qualified in their entirety by
reference to the Indenture, including the definition therein of certain terms,
a copy of which is included or incorporated by reference as an exhibit 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
Indenture. The following sets forth certain general terms and provisions of the
Debt Securities. Further terms of the Offered Debt Securities will be set forth
in the Prospectus Supplement.

General

The Indenture provides for the issuance of Debt Securities in series, and
does not limit the principal amount of Debt Securities which may be issued
thereunder.

The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the series of Offered Debt Securities in respect
of which this Prospectus is being delivered: (a) the title of the Offered Debt
Securities; (b) whether any of the Offered Debt Securities are to be issuable
in bearer form or permanent global form and, if so, the terms and conditions,
if any, upon which interests in such Offered Debt Securities in such bearer form
or global form may be exchanged, in whole or in part, for the Offered Debt
Securities represented thereby; (c) the person to whom any interest on any
Offered Debt Security of the series shall be payable if other than the person
in whose name the Offered Debt Security is registered on the Regular Record
Date; (d) the date or dates on which the Offered Debt Securities will mature;
(e) the rate or rates at which the Offered Debt Securities will bear interest,
if any; (f) the date or dates from which any such interest will accrue, the
Interest Payment Dates on which any such interest on the Offered Debt Securities
will be payable and the Regular Record Date for any interest payable on any
Interest Payment Date; (g) each office or agency where the principal of, premium
(if any) and interest on the Offered Debt Securities will be payable; (h) the
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period or periods within which, the events upon the occurrence of which, and the
price or prices at which, the Offered Debt Securities may, pursuant to any
optional or mandatory provisions, be redeemed or purchased, in whole or in part,
by the Company and any terms and conditions relevant thereto; (i) the obligation
of the Company, if any, to redeem or repurchase the Offered Debt Securities at
the option of the Holders; (j) the denominations in which any Offered Debt
Securities will be issuable, if other than denominations of $1,000 and any
integral multiple thereof; (k) the currency or currencies, including composite
currencies, of payment of principal of and any premium and interest on the
Offered Debt Securities, if other than U. S. Dollars; (l) any index or formula
used to determine the amount of payments of principal of and any premium and
interest on the Offered Debt Securities; (m) if other than the principal amount
thereof, the portion of the principal amount of the Offered Debt Securities of
the series which will be payable upon declaration of the acceleration of the
Maturity thereof; (n) any provisions relating to the conversion or exchange of
the Offered Debt Securities into Common Stock, Preferred Stock or into Debt
Securities of another series; (o) any Events of Default with respect to the
Offered Debt Securities, if not otherwise set forth under "Events of Default";
(p) any material covenants with respect to the Offered Debt Securities; (q) the
applicability of the provisions described under "Defeasance"; and (r) any other
terms of the Offered Debt Securities not inconsistent with the provisions of the
Indenture.

Debt Securities may be issued at a discount from their principal amount.
Federal income tax considerations and other special considerations applicable
to any such Original Issue Discount Securities will be described in the
applicable Prospectus Supplement.

Debt Securities may be issued in bearer form, with or without coupons.
Federal income tax considerations and other special considerations applicable
to bearer securities will be described in the applicable Prospectus Supplement.

Unless otherwise indicated in this Prospectus or the Prospectus Supplement,
the Debt Securities will not have the benefit of any covenants that limit or
restrict the Company's business or operations, the pledging of the Company's
assets or the incurrence of indebtedness by the Company.

Conversion Rights

The terms, if any, on which Debt Securities of a series may be exchanged
for or converted into shares of Common Stock, Preferred Stock or Debt Securities
of another series will be set forth in the Prospectus Supplement relating
thereto.

Exchange, Registration, Transfer and Payment

Unless otherwise specified in the applicable Prospectus Supplement, payment
of principal, premium, if any, and interest on the Debt Securities will be
payable, and the exchange of and the transfer of Debt Securities will be
registerable, at the office or agency of the Company maintained for such purpose
in New York, New York and at any other office or agency maintained for such
purpose. Unless otherwise indicated in the applicable Prospectus Supplement,
the Debt Securities will be issued in denominations of $1,000 or integral
multiples thereof. No service charge will be made for any registration of
transfer or exchange of the Debt Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge imposed in
connection therewith.

All moneys paid by the Company to a Paying Agent for the payment of
principal of and any premium or interest on any Debt Security which remain
unclaimed for two years after such principal, premium or interest has become due
and payable may be repaid to the Company and thereafter the Holder of such Debt
Security may look only to the Company for payment thereof.

Book-Entry Debt Securities

The Debt Securities of a series may be issued in the form of one or more
Global Securities that will be deposited with a Debt Depositary or its nominee
identified in the applicable Prospectus Supplement. In such a case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of Outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Each Global Security will be deposited with such Debt Depositary
or nominee or a custodian therefor and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred to below
and any such other matters as may be provided for pursuant to the Indenture.
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Notwithstanding any provision of the Indenture or any Debt Security
described herein, no Global Security may be transferred to, or registered or
exchanged for Debt Securities registered in the name of, any Person other than
the Debt Depositary for such Global Security or any nominee of such Debt
Depositary, and no such transfer may be registered, unless (a) the Debt
Depositary has notified the Company that it is unwilling or unable to continue
as Debt Depositary for such Global Security or has ceased to be qualified to act
as such as required by the Indenture, (b) the Company executes and delivers to
the Trustee a Company Order that such Global Security shall be so transferable,
registrable and exchangeable, and such transfers shall be registrable, or (c)
there shall exist such circumstances, if any, as may be described in the
applicable Prospectus Supplement. All Debt Securities issued in exchange for
a Global Security or any portion thereof will be registered in such names as the
Debt Depositary may direct.

The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the applicable Prospectus Supplement. The Company expects
that the following provisions will apply to depositary arrangements.

Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Debt Depositary will be represented by a Global Security
registered in the name of such Debt Depositary or its nominee. Upon the
issuance of such Global Security, and the deposit of such Global Security with
or on behalf of the Debt Depositary for such Global Security, the Debt
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of institutions that have accounts with such Debt
Depositary or its nominee ("participants"). The accounts to be credited will
be designated by the underwriters or agents of such Debt Securities or by the
Company, if such Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in such Global Security will be limited to
participants or Persons that may hold interests through participants. Ownership
of beneficial interests by participants in such Global Security will be shown
on, and the transfer of that ownership interest will be effected only through,
records maintained by the Debt Depositary or its nominee for such Global
Security. Ownership of beneficial interests 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. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in such Global Securities.

So long as the Debt Depositary for a Global Security, or its nominee, is
the registered owner 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. Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such 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 certified form and will not be
considered the Holders thereof for any purposes under the Indenture.
Accordingly, each Person owning a beneficial interest in such Global Security
must rely on the procedures of the Debt 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 Holder under the Indenture. The
Company understands that under existing industry practices, if the Company
requests any action of Holders or an owner of a beneficial interest in such
Global Security desires to give any notice or take any action a Holder is
entitled to give or take under the Indenture, the Debt Depositary would
authorize the participants to give such notice or take such action, and
participants would authorize beneficial owners owning through such participants
to give such notice or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.

Notwithstanding any other provisions to the contrary in the Indenture, the
rights of the beneficial owners of the Debt Securities to receive payment of the
principal and premium, if any, of and interest on such Debt Securities, on or
after the respective due dates expressed in such Debt Securities, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
beneficial owners.

Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
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Consolidation, Merger and Sale of Assets

The Company, without the consent of any Holders of Outstanding Debt
Securities, may consolidate with or merge into, or transfer or lease its assets
substantially as an entirety to, any Person, and any other Person may
consolidate with or merge into, or transfer or lease its assets substantially
as an entirety to, the Company, provided (a) that the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or
which acquires or leases the assets of the Company substantially as an entirety
is a Person organized and existing under the laws of any United States
jurisdiction and assumes the Company's obligations on the Debt Securities and
under the Indenture, (b) that after giving effect to such transaction no Event
of 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, and (c) that
certain other conditions are met.

Covenants of the Company

The applicable Prospectus Supplement will describe any material covenants
in respect of a series of Offered Debt Securities. Other than the covenants of
the Company included in the Indenture as described above or as described in the
applicable Prospectus Supplement, there are no covenants or provisions in the
Indenture that may afford Holders protection in the event of a highly leveraged
transaction or leveraged buyout involving the Company.

Events of Default

Unless otherwise specified in the applicable Prospectus Supplement, the
following are Events of Default under the Indenture with respect to Debt
Securities of any series: (a) failure to pay principal of or premium, if any,
on any Debt Security of that series when due; (b) failure to pay any interest
on any Debt Security of that series when due, continued for 30 days; (c) failure
to make any sinking fund payment, when due, in respect of any Debt Security of
that series; (d) failure to perform any other covenant of the Company in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Debt Securities other than that series), continued for
60 days after written notice by the Trustee or Holders of at least 25% in
principal amount of the Outstanding Debt Securities of that series as provided
in the Indenture; (e) a default under any evidence of indebtedness for money
borrowed by the Company (including a default with respect to Debt Securities of
any other series) in an individual principal amount outstanding of at least
$15,000,000 or under any instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for money borrowed by the
Company (including the Indenture) in an individual principal amount outstanding
of at least $15,000,000, whether such indebtedness exists as of the date of the
Indenture or is thereafter created, which default results in the acceleration
of such indebtedness without such indebtedness having been discharged, or such
acceleration having been rescinded or annulled, within 10 Business Days after
written notice to the Company by the Trustee or by the Holders of at least 25%
in principal amount of the Outstanding Debt Securities of such series as
provided in the Indenture; (f) certain events of bankruptcy, insolvency or
reorganization; and (g) any other Event of Default provided with respect to Debt
Securities of that series. If an Event of Default with respect to Outstanding
Debt Securities of any series shall occur and be continuing, either the Trustee
or the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of that series by notice as provided in the Indenture may declare the
principal amount (or, if the Debt Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of all Debt Securities of that series to be due and
payable immediately. However, at any time after a declaration of acceleration
with respect to Debt Securities of any series has been made, but before a
judgment or decree based on such acceleration has been obtained, the Holders of
a majority in principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration. For
information as to waiver of defaults, see "Modification and Waiver" below.

The Indenture provides that, subject to the duty of the Trustee during an
Event of Default to act with the required standard of care, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request or direction of any of the Holders, unless such Holders shall
have offered to the Trustee reasonable security or indemnity. Subject to
certain provisions, including those requiring security or indemnification of the
Trustee, the Holders of a majority in principal amount of the Outstanding Debt
Securities of any series will have the right 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 the Debt
Securities of that series.
10
The Company will be required to furnish to the Trustee under the Indenture
annually a statement as to the performance by the Company of its obligations
under the Indenture and as to any default in such performance.

Modification and Waiver

Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of each series affected
thereby; provided, however, that no such modification or amendment may, without
the consent of the Holder of each Outstanding Debt Security affected thereby;
(a) change the Stated Maturity of the principal of, or any installment of
principal of, or interest on, any Debt Security; (b) reduce the principal amount
of, the rate of interest on, or the premium, if any, payable upon the redemption
of, any Debt Security; (c) reduce the amount of principal of an Original Issue
Discount Security payable upon acceleration of the Maturity thereof; (d) change
the currency of payment of principal of, or premium, if any, or interest on any
Debt Security; (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security on or after the Stated Maturity
or Redemption Date thereof; or (f) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of the Holders of which
is required for modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults.

The Holders of at least a majority in principal amount of the Outstanding
Debt Securities of any series may on behalf of the Holders of all Debt
Securities of that series waive, insofar as that series is concerned, compliance
by the Company with certain covenants of the Indenture. The Holders of not less
than a majority in principal amount of the Outstanding Debt Securities of any
series may, on behalf of the Holders of all Debt Securities of that series,
waive any past default under the Indenture with respect to that series, except
a default in the payment of the principal of, or premium, if any, or interest
on, any Debt Security of that series or in respect of a provision which under
the Indenture cannot be modified or amended without the consent of the Holder
of each Outstanding Debt Security of that series affected.

Defeasance

Unless otherwise specified in the applicable Prospectus Supplement with
respect to the Debt Securities of a series, the Company, at its option, (i) will
be discharged from any and all obligations in respect of the Debt Securities of
such series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, to replace destroyed, stolen, lost or
mutilated Debt Securities of such series, and to maintain Paying Agents and hold
moneys for payment in trust) or (ii) need not comply with certain covenants
specified in the applicable Prospectus Supplement with respect to the Debt
Securities of that series, and the occurrence of an event described in clause
(d) under "Events of Default" above with respect to any defeased covenant and
clauses (e) and (g) of the "Events of Default" above shall no longer be an Event
of Default if, in either case, the Company deposits with the Trustee, in trust,
money or U.S. Government Obligations that through the payment of interest
thereon and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay all the principal of (and premium, if any) and
any interest on the Debt Securities of such series on the dates such payments
are due (which may include one or more redemption dates designated by the
Company) in accordance with the terms of such Debt Securities. Such a trust may
only be established if, among other things, (a) no Event of Default or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default under the Indenture shall have occurred and be continuing on the date
of such deposit, (b) no Event of Default described under clause (f) under
"Events of Default" above or event which with the giving of notice or lapse of
time, or both, would become an Event of Default described under such clause (f)
shall have occurred and be continuing at any time during the period ending on
the 91st day following such date of deposit, and (c) the Company shall have
delivered an Opinion of Counsel to the effect that the Holders of the Debt
Securities will not recognize gain or loss for Federal income tax purposes as
a result of such deposit or defeasance and will be subject to Federal income tax
in the same manner as if such defeasance had not occurred. In the event the
Company omits to comply with its remaining obligations under the Indenture after
a defeasance of the Indenture with respect to the Debt Securities of any series
as described under clause (ii) above and the Debt Securities of such series are
declared due and payable because of the occurrence of any undefeased Event of
Default, the amount of money and U.S. Government Obligations on deposit with the
Trustee may be insufficient to pay amounts due on the Debt Securities of such
series at the time of the acceleration resulting from such Event of Default.
However, the Company will remain liable in respect of such payments.
11
Governing Law

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

Regarding the Trustee

The Indenture contains certain limitations on the right of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize for its own account on certain property received
in respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in certain other transactions; however, if it acquires any
conflicting interest and there is a default under the Debt Securities, it must
eliminate such conflict or resign.

DESCRIPTION OF PREFERRED STOCK

The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Company's Restated Articles of Incorporation (the "Articles of Incorporation"),
and the certificate of determination (a "Certificate of Determination") relating
to each series of the Preferred Stock 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 the Preferred Stock.

Authorized Capital Stock

The authorized capital stock of the Company consists of 30,000,000 shares
of Common Stock, $1 par value, 200,000 shares of preferred stock, $50 par value
("preferred stock of the Company," which term, as used herein, includes the
Preferred Stock offered hereby), 500,000 shares of cumulative preferred stock,
$100 par value ("Cumulative Preferred Stock"), 2,000,000 shares of preference
stock, $20 par value ("preference stock of the Company") and 500,000 shares of
second preference stock of the Company, $100 par value (the "Second Preference
Stock" and collectively with the preference stock of the Company, the
"Preference Stock"). As of September 22, 1994 there were outstanding 21,128,654
shares of Common Stock, 48,000 shares of Cumulative Preferred Stock and 32,580
shares of Second Preference Stock. No shares of preferred stock of the Company
or preference stock of the Company were outstanding on this date.

The Company is required to redeem 8,000 shares annually through 1999 of the
Cumulative Preferred Stock at par value plus accrued dividends. The Company is
also required to redeem the remaining 32,580 shares of its Second Preference
Stock on December 1, 1994 at par value plus accrued dividends.

All outstanding shares of Cumulative Preferred Stock are redeemable at the
option of the Company at any time upon 30 days' notice at par value plus accrued
dividends and a premium equal to the dividend rate in the first year commencing
December 1, 1979 and declining ratably each year thereafter to par value. In
addition, the Company may redeem up to 8,000 shares of Cumulative Preferred
Stock (but not more than 45,000 shares in the aggregate) at par value plus
accrued dividends on any mandatory redemption date without payment of a premium.
The Company may also redeem the Second Preference Stock at any time at its
option upon not more than 60 nor less than 30 days' notice at par value plus
accrued dividends.

The dividend rate on the Cumulative Preferred Stock is 9.5% and is
cumulative. The dividend rate on the Second Preference Stock is also cumulative
and varies from 3 percent to 16 percent based on a formula tied to operating
results with respect to the gas distribution system purchased from the Arizona
Public Service Corporation, the holder of the Second Preference Stock. During
each of the last three years, the dividend rate was 3 percent.

The Articles of Incorporation provide that in the event of involuntary
liquidation, (a) before distributions may be made to holders of any other class
of Junior Stock (as hereinafter defined), holders of Cumulative Preferred Stock
are entitled to payment in full at par value, together with accrued dividends,
and (b) before distributions may be made to holders of Common Stock, the holder
of the Second Preference Stock is entitled to payment in full at par value plus
accrued dividends.
12
The holders of shares of the Second Preference Stock and Cumulative
Preferred Stock are not entitled to notice of any meetings of shareholders or
to vote upon the election of directors or upon any question affecting the
management or affairs of the Company, except to the extent otherwise provided
by law or, with respect to holders of the Cumulative Preferred Stock, the
Certificate of Determination for the Cumulative Preferred Stock. The
Certificate of Determination for the Cumulative Preferred Stock provides that
the holders of all shares of Cumulative Preferred Stock, voting as a class, are
entitled to elect two directors to the Board of Directors of the Company
whenever four quarterly dividends upon any shares of Cumulative Preferred Stock
are in arrears or any mandatory redemption payment is one year in arrears, until
all dividends in default and mandatory redemption payments have been made. In
addition, an affirmative vote of the holders of all shares of Cumulative
Preferred Stock outstanding is required for the authorization or creation (or
increase in the authorized amount) of any class of stock ranking senior to the
Cumulative Preferred Stock. It is, however, permissible to issue up to 200,000
shares of preferred stock of the Company senior to the Cumulative Preferred
Stock. The affirmative vote of 66-2/3% of the outstanding shares of Cumulative
Preferred Stock is also required in order (a) to amend the Articles of
Incorporation in certain respects that would adversely affect the rights of the
holders of Cumulative Preferred Stock, (b) to increase the amount of Cumulative
Preferred Stock authorized by the Articles of Incorporation or the authorization
or creation of any class of stock ranking on a parity with the Cumulative
Preferred Stock, (c) for the Company to sell, lease or convey substantially all
of the business of the Company, the parting of control thereof or the merger
or consolidation of the Company into another corporation in which the Company
is not the surviving corporation, or (d) to issue or reissue any shares of
Cumulative Preferred Stock ranking on a parity with the Cumulative Preferred
Stock unless certain financial tests are met.

Issuance of Preferred Stock

Under the Articles of Incorporation, the Board of Directors of the Company
is authorized without further shareholder action to provide for the issuance of
up to 200,000 shares of preferred stock of the Company in preference to the
holders of Cumulative Preferred Stock, Preference Stock and Common Stock (the
Common Stock, Cumulative Preferred Stock and Preference Stock being herein
referred to as "Junior Stock"), in one or more series, with such dividend
rights, dividend rate, conversion rights, voting rights, rights and time of
redemption (including sinking fund provisions), redemption price or prices,
liquidation preferences and designation, as shall be stated in the resolution
or resolutions providing for the issue of a series of such preferred stock of
the Company adopted, at any time or from time to time, by the Board of Directors
of the Company. The Board of Directors may also increase or decrease (but not
below the number of shares of such series then outstanding) the number of shares
of any such series subsequent to the issue of that series.

As described under "Description of Depositary Shares," the Company may, at
its option, elect to offer Depositary Shares evidenced by depositary receipts
(the "Depositary Receipts"), each representing a fraction (to be specified in
the Prospectus Supplement relating to the particular series of the Preferred
Stock) of a share of the particular series of the Preferred Stock issued and
deposited with a depositary, in lieu of offering full shares of such series of
the Preferred Stock.

The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference
is made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered thereby for specific terms, including: (a) the
designation of such Preferred Stock and the number of shares offered; (b) the
amount of liquidation preference per share; (c) the initial public offering
price at which such Preferred Stock will be issued; (d) the dividend rate (or
method of calculation), the dates on which dividends shall be payable and the
dates from which dividends shall commence to cumulate, if any; (e) any
redemption or sinking fund provisions; (f) any conversion rights; (g) whether
the Company has elected to offer Depositary Shares as described below under
"Description of Depositary Shares;" and (h) any additional voting, dividend,
liquidation, redemption, sinking fund and other rights, preferences, privileges,
limitations and restrictions.

The Preferred Stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. The rights of the holders of each series of the
Preferred Stock to receive dividends and distributions of assets will be
subordinate to those of the Company's general creditors, but superior to the
rights of holders of Junior Stock. See "Description of Common Stock" for a
description of certain provisions of State and federal law and the Articles of
Incorporation and Bylaws of the Company which may affect holders of Preferred
Stock.
13
Dividend Rights

Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of funds
of the Company legally available therefor, cash dividends on such dates and at
such rates as are set forth in, or as are determined by the method described in,
the Prospectus Supplement relating to such series of the Preferred Stock. Such
rate may be fixed or variable or both. Each such dividend will be payable to
the holders of record as they appear on the stock books of the Company (or, if
applicable, the records of the Depositary (as hereinafter defined) referred to
under "Description of Depositary Shares") on such record dates, fixed by the
Board of Directors of the Company, as specified in the Prospectus Supplement
relating to such series of Preferred Stock.

Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the Board
of Directors of the Company fails to declare a dividend payable on a dividend
payment date on any series of Preferred Stock for which dividends are
noncumulative, then the right to receive a dividend in respect of the dividend
period ending on such dividend payment date will be lost, and the Company will
have no obligation to pay the dividend accrued for such period, whether or not
dividends on such series are declared payable on any future dividend payment
dates. Dividends on the shares of each series of Preferred Stock for which
dividends are cumulative will accrue from the date on which the Company
initially issues shares of such series.

Unless otherwise specified in the applicable Prospectus Supplement, so long
as the shares of any series of the Preferred Stock are outstanding, unless (a)
full dividends (including if such Preferred Stock is cumulative, dividends for
prior dividend periods) have been paid or declared and set apart for payment on
all outstanding shares of the Preferred Stock of such series and all other
classes and series of preferred stock of the Company (other than Junior Stock)
and (b) the Company is not in default or in arrears with respect to the
mandatory or optional redemption or mandatory repurchase or other mandatory
retirement of, or with respect to any sinking or other analogous fund for, any
shares of Preferred Stock of such series or any shares of any other preferred
stock of the Company of any class or series (other than Junior Stock), the
Company may not declare any dividends on any shares of Common Stock of the
Company or any other stock of the Company ranking as to dividends or
distributions of assets junior to such series of Preferred Stock, or make any
payment on account of, or set apart money for, the purchase, redemption or other
retirement of, or for a sinking or other analogous fund for, any shares of
Junior Stock or make any distribution in respect thereof, whether in cash or
property or in obligations or stock of the Company, other than Junior Stock
which is neither convertible into, nor exchangeable or exercisable for, any
securities of the Company other than Junior Stock.

Liquidation Preferences

Unless otherwise specified in the applicable Prospectus Supplement, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of each series of the Preferred Stock will
be entitled to receive out of the assets of the Company available for
distribution to shareholders, before any distribution of assets is made to the
holders of Junior Stock, the amount set forth in the Prospectus Supplement
relating to such series of the Preferred Stock. If, upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the amounts
payable with respect to the Preferred Stock of any series and any other shares
of preferred stock of the Company (including any other series of the Preferred
Stock) ranking as to any such distribution on a parity with such series of the
Preferred Stock are not paid in full, the holders of the Preferred Stock of such
series and of such other shares of preferred stock of the Company will share
ratably in any such distribution of assets of the Company in proportion to the
full respective preferential amounts to which they are entitled. After payment
to the holders of the Preferred Stock of each series of the full preferential
amounts of the liquidating distribution to which they are entitled, the holders
of each such series of the Preferred Stock will be entitled to no further
participation in any distribution of assets by the Company.

Redemption

A series of the Preferred Stock may be redeemable, in whole or from time
to time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the times and at the redemption prices set forth in the Prospectus Supplement
relating to such series. Unless otherwise provided in the applicable Prospectus
Supplement, shares of the Preferred Stock redeemed by the Company will be
restored to the status of authorized but unissued shares of preferred stock of
the Company.
14
In the event that fewer than all of the outstanding shares of a series of
the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or pro
rata (subject to rounding to avoid fractional shares) as may be determined by
the Company or by any other method as may be determined by the Company in its
sole discretion to be equitable. From and after the redemption date (unless
default is made by the Company in providing for the payment of the redemption
price plus accumulated and unpaid dividends, if any) dividends will cease to
accumulate on the shares of the Preferred Stock called for redemption and all
rights of the holders thereof (except the right to receive the redemption price
plus accumulated and unpaid dividends, if any) will cease.

Unless otherwise specified in the applicable Prospectus Supplement, so long
as any dividends on shares of any series of the Preferred Stock or any other
series of preferred stock of the Company ranking on a parity as to dividends and
distribution of assets with such series of the Preferred Stock are in arrears,
no shares of any such series of the Preferred Stock or such other series of
preferred stock of the Company will be redeemed (whether by mandatory or
optional redemption) unless all such shares are simultaneously redeemed, and the
Company will not purchase or otherwise acquire any such shares; provided,
however, that the foregoing will not prevent the purchase or acquisition of such
shares pursuant to a purchase or exchange offer made on the same terms to
holders of all such shares outstanding.

Conversion Rights

The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted (mandatorily or otherwise) into shares of Common
Stock or another series of Preferred Stock will be set forth in the Prospectus
Supplement relating thereto. See "Description of Common Stock."

Voting Rights

Except as indicated below or in a Prospectus Supplement relating to a
particular series of the Preferred Stock, or except as required by applicable
law, the holders of the Preferred Stock will not be entitled to vote for any
purpose.

Unless otherwise specified in the applicable Prospectus Supplement, so long
as any shares of the Preferred Stock of a series remain outstanding, the consent
or the affirmative vote of the holders of at least a majority of the votes
entitled to be cast with respect to the then outstanding shares of such series
of the Preferred Stock together with any Other Preferred Stock (as defined
below), voting as one class, either expressed in writing or at a meeting called
for that purpose, will be necessary (a) to permit, effect or validate the
authorization, or any increase in the authorized amount, of any class or series
of shares of the Company ranking prior to the Preferred Stock of such series as
to dividends, voting or upon distribution of assets and (b) to repeal, amend or
otherwise change any of the provisions applicable to the Preferred Stock of such
series in any manner which adversely affects the powers, preferences, voting
power or other rights or privileges of such series of the Preferred Stock. In
case any series of the Preferred Stock would be so affected by any such action
referred to in clause (b) above in a different manner than one or more series
of the Other Preferred Stock then outstanding, the holders of shares of the
Preferred Stock of such series, together with any series of the Other Preferred
Stock which will be similarly affected, will be entitled to vote as a class, and
the Company will not take such action without the consent or affirmative vote,
as above provided, of at least a majority of the total number of votes entitled
to be cast with respect to each such series of the Preferred Stock and the Other
Preferred Stock, then outstanding, in lieu of the consent or affirmative vote
hereinabove otherwise required.

Unless otherwise specified in the applicable Prospectus Supplement, with
respect to any matter as to which the Preferred Stock of any series is entitled
to vote, holders of the Preferred Stock of such series and any other series of
preferred stock of the Company ranking on a parity with such series of the
Preferred Stock as to dividends and distributions of assets and which by its
terms provides for similar voting rights (the "Other Preferred Stock") will be
entitled to cast the number of votes set forth in the Prospectus Supplement with
respect to that series of Preferred Stock. As a result of the provisions
described in the preceding paragraph requiring the holders of shares of a series
of the Preferred Stock to vote together as a class with the holders of shares
of one or more series of Other Preferred Stock, it is possible that the holders
of such shares of Other Preferred Stock could approve action that would
adversely affect such series of Preferred Stock, including the creation of a
class of capital stock ranking prior to such series of Preferred Stock as to
dividends, voting or distributions of assets.
15
As more fully described below under "Description of Depositary Shares," if
the Company elects to issue Depositary Shares, each representing a fraction of
a share of a series of the Preferred Stock, each such Depositary Share will, in
effect, be entitled to such fraction of a vote per Depositary Share.

Transfer Agent and Registrar

Unless otherwise indicated in a Prospectus Supplement relating thereto, the
Company will be the transfer agent, dividend and redemption price disbursement
agent and registrar for shares of each series of the Preferred Stock.

DESCRIPTION OF DEPOSITARY SHARES

The description set forth below and in any Prospectus Supplement of certain
provisions of the Deposit Agreement (as defined below) and of the Depositary
Shares and Depositary Receipts does not purport to be complete and is subject
to and qualified in its entirety by reference to the Deposit Agreement and
Depositary Receipts relating to each series of the Preferred Stock 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 the Preferred Stock. The forms of
Deposit Agreement and Depositary Receipt are filed as exhibits to the
Registration Statement of which this Prospectus is a part.

General

The Company may, at its option, elect to offer fractional shares of
Preferred Stock rather than full shares of Preferred Stock. In the event such
option is exercised, the Company will issue to the public receipts for
Depositary Shares, each of which will represent a fraction (to be set forth in
the Prospectus Supplement relating to a particular series of the Preferred
Stock) of a share of a particular series of the Preferred Stock as described
below.

The shares of any series of the Preferred Stock represented by Depositary
Shares will be deposited under a separate deposit agreement (the "Deposit
Agreement") among the Company, a bank or trust company selected by the Company
(the "Depositary") and the holders from time to time of the Depositary Receipts.
Subject to the terms of the Deposit Agreement, each owner of a Depositary Share
will in general be entitled, in proportion to the applicable fraction of a share
of Preferred Stock represented by such Depositary Share, to all the rights and
preferences of the Preferred Stock represented thereby (including dividend,
voting, redemption and liquidation rights).

The Depositary Shares relating to any series of the Preferred Stock will
be evidenced by Depositary Receipts issued pursuant to the related Deposit
Agreement. Depositary Receipts will be distributed to those persons purchasing
such Depositary Shares in accordance with the terms of the offering made by the
related Prospectus Supplement.

Upon surrender of Depositary Receipts at the office of the Depositary and
upon payment of the charges provided in the Deposit Agreement and subject to the
terms thereof, a holder of Depositary Receipts is entitled to have the
Depositary deliver to such holder the whole shares of Preferred Stock underlying
the Depositary Shares evidenced by the surrendered Depositary Receipts.
However, there may be no market for the underlying Preferred Stock and once the
underlying Preferred Stock is withdrawn from the Depositary, it may not be
redeposited.

Dividends and Other Distributions

The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Receipts relating to such Preferred Stock in proportion, insofar
as practicable, to the respective numbers of Depositary Shares evidenced by such
Depositary Receipts held by such holders on the relevant record date. The
Depositary will distribute only such amount, however, as can be distributed
without attributing to any holder of Depositary Receipts a fraction of one cent,
and any balance not so distributed will be added to and treated as part of the
next sum received by the Depositary for distribution to record holders of
Depositary Receipts then outstanding.

In the event of a distribution other than in cash, the Depositary will
distribute such amounts of the securities or property received by it as are, as
nearly as practicable, in proportion to the respective numbers of Depositary
16
Shares evidenced by the Depositary Receipts held by such holders on the relevant
record date, unless the Depositary determines that it is not feasible to make
such distribution, in which case the Depositary may, with the approval of the
Company, adopt such method as it deems equitable and practicable for the purpose
of effecting such distribution, including the sale of such securities or
property.

The Deposit Agreement will also contain provisions relating to the manner
in which any subscription or similar rights offered by the Company to holders
of the Preferred Stock will be made available to holders of Depositary Receipts.

The amount distributed in all of the foregoing cases will be reduced by any
amounts required to be withheld by the Company or the Depositary on account of
taxes and governmental charges.

Redemption of Depositary Shares

If a series of the Preferred Stock represented by Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The Depositary
will mail notice of redemption not less than 30 and not more than 60 days prior
to the date fixed for redemption to the record holders of the Depositary
Receipts evidencing the Depositary Shares to be so redeemed at their respective
addresses appearing in the Depositary's books. The redemption price per
Depositary Share will be equal to the applicable fraction of the redemption
price per share payable with respect to such series of the Preferred Stock plus
all money and other property, if any, payable with respect to such Depositary
Share, including all amounts payable by the Company in respect of any
accumulated but unpaid dividends. Whenever the Company redeems shares of
Preferred Stock held by the Depositary, the Depositary will redeem as of the
same redemption date the number of Depositary Shares representing shares of
Preferred Stock so redeemed. If less than all the Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected by lot or pro
rata (subject to rounding to avoid fractions of Depositary Shares) as may be
determined by the Depositary.

After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of Depositary Receipts evidencing such Depositary Shares will cease,
except the right to receive the moneys payable upon such redemption and any
moneys or other property to which such holders were entitled upon such
redemption upon surrender to the Depositary of the Depositary Receipts
evidencing such Depositary Shares.

Voting the Preferred Stock

Upon receipt of notice of any meeting or action to be taken by written
consent at or as to which the holders of the Preferred Stock are entitled to
vote or consent, the Depositary will mail the information contained in such
notice of meeting or action to the record holders of the Depositary Receipts
evidencing the Depositary Shares relating to such Preferred Stock. Each record
holder of such Depositary Receipts on the record date (which will be the same
date as the record date for the Preferred Stock) will be entitled to instruct
the Depositary as to the exercise of the voting rights or the giving or refusal
of consent, as the case may be, pertaining to the number of shares of the
Preferred Stock represented by the Depositary Shares evidenced by such holder's
Depositary Receipts. The Depositary will endeavor, insofar as practicable, to
vote, or give or withhold consent with respect to, the maximum number of whole
shares of the Preferred Stock represented by all Depositary Shares as to which
any particular voting or consent instructions are received, and the Company will
agree to take all action which may be deemed necessary by the Depositary in
order to enable the Depositary to do so. The Depositary will abstain from
voting, or giving consents with respect to, shares of the Preferred Stock to the
extent it does not receive specific instructions from the holders of Depositary
Receipts evidencing Depositary Shares representing such Preferred Stock.

Amendment and Termination of the Deposit Agreement

The form of Depositary Receipt evidencing the Depositary Shares relating
to any series of Preferred Stock and any provision of the related Deposit
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary in any respect which they may deem necessary or
desirable. However, any amendment which imposes or increases any fees, taxes
or charges upon holders of Depositary Shares or Depositary Receipts relating to
any series of Preferred Stock or which materially and adversely alters the
existing rights of such holders will not be effective unless such amendment has
been approved by the record holders of Depositary Receipts evidencing at least
17
a majority of such Depositary Shares then outstanding. Notwithstanding the
foregoing, no such amendment may impair the right of any holder of Depositary
Shares or Depositary Receipts to receive any moneys or other property to which
such holder may be entitled under the terms of such Depositary Receipts or the
Deposit Agreement at the times and in the manner and amount provided for
therein. A Deposit Agreement may be terminated by the Company or the Depositary
only after (a) all outstanding Depositary Shares relating thereto have been
redeemed and any accumulated and unpaid dividends on the Preferred Stock
represented by the Depositary Shares, together with all other moneys and
property, if any, to which holders of the related Depositary Receipts are
entitled under the terms of such Depositary Receipts or the related Deposit
Agreement, have been paid or distributed as provided in the Deposit Agreement
or provision therefor has been duly made, (b) there has been a final
distribution in respect of the Preferred Stock of the relevant series in
connection with any liquidation, dissolution or winding up of the Company and
such distribution has been distributed to the holders of the related Depositary
Receipts, or (c) in the event the Depositary Shares relate to a series of
Preferred Stock which is convertible into shares of Common Stock or another
series of Preferred Stock, all outstanding Depositary Shares have been converted
into shares of Common Stock or another series of Preferred Stock.

Miscellaneous

The Depositary will forward to record holders of Depositary Receipts, at
their respective addresses appearing in the Depositary's books, all reports and
communications from the Company which are delivered to the Depositary and which
the Company is required to furnish to the holders of the Preferred Stock or
Depositary Receipts.

The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay charges of the Depositary in connection with the initial deposit of the
Preferred Stock and the initial issuance of the Depositary Receipts evidencing
the Depositary Shares, any redemption of the Preferred Stock and any withdrawals
of Preferred Stock by the holders of Depositary Shares. Holders of Depositary
Shares will pay other transfer and other taxes and governmental charges and such
other charges as are expressly provided in the Deposit Agreement to be for their
accounts.

The Deposit Agreement will contain provisions relating to adjustments in
the fraction of a share of Preferred Stock represented by a Depositary Share in
the event of a change in par value, split-up, combination or other
reclassification of the Preferred Stock or upon any recapitalization, merger or
sale of substantially all of the assets of the Company as an entirety.

Neither the Depositary nor any of its agents nor any registrar nor the
Company will be (a) liable if it is prevented or delayed by law or any
circumstance beyond its control in performing its obligations under the Deposit
Agreement, (b) subject to any liability under the Deposit Agreement to holders
of Depositary Receipts other than for the relevant party's gross negligence or
willful misconduct, or (c) obligated to prosecute or defend any legal proceeding
in respect of any Depositary Receipts, Depositary Shares or the Preferred Stock
unless satisfactory indemnity is furnished. They may rely upon written advice
of counsel or accountants, or information provided by holders of Depositary
Receipts or other persons in good faith believed to be competent and on
documents reasonably believed to be genuine.

Resignation or Removal of Depositary

The Depositary may resign at any time by delivering to the Company notice
of its election to do so, and the Company may at any time remove the Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary and its acceptance of such appointment. Such successor
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal.

DESCRIPTION OF COMMON STOCK

General

The holders of the outstanding shares of Common Stock have full voting
rights, one vote for each share held of record. Upon liquidation, dissolution,
or winding up of the Company (but subject to the rights of holders of preferred
stock of the Company, Cumulative Preferred Stock and Preference Stock), the
assets legally available for distribution to holders of Common Stock will be
18
distributed ratably among such holders. Holders of Common Stock have no
preemptive or other subscription or conversion rights, and no liability for
further calls upon shares. The Common Stock is not subject to assessment.
Shares of Common Stock may be issued in series with a special initial dividend
rate as hereinafter described (any such series, being referred to herein as
"Special Common Stock"). No shares of Special Common Stock were outstanding on
September 26, 1994.

Subject to the rights of holders of preferred stock of the Company,
Cumulative Preferred Stock and Preference Stock, holders of Common Stock are
entitled to receive such dividends as may be declared by the Board of Directors
of the Company out of funds legally available therefor. Dividends on all series
of Common Stock must have the same record and payment dates. No series of
Common Stock may have preference over any other series as to the payment of
dividends, but the amount of cash dividends paid may vary among series.

Under the terms of the Articles of Incorporation, the initial dividend rate
on any Special Common Stock issued by the Company must be established by the
Board of Directors of the Company at or before the issuance thereof at an annual
rate greater than four times the last quarterly dividend paid on Common Stock
which is not Special Common Stock (referred to herein as "Original Common
Stock"). The initial dividend rate on any series of Special Common Stock
offered by any Prospectus Supplement will be described in such Prospectus
Supplement.

The initial dividend rate on each share of Special Common Stock must be
reduced if the quarterly dividend on a share of Original Common Stock is reduced
and on the same percentage basis. The initial dividend rate on each share of
Special Common Stock must also be increased if the dividend on a share of
Original Common Stock is increased and on the same percentage basis; provided
that at no time may the dividend on a share of Special Common Stock of any
series exceed the greater of (a) one-fourth of the initial annual dividend rate
established at the time of issuance of any such share of Special Common Stock,
or (b) the dividend rate concurrently being paid on each of the outstanding
shares of Original Common Stock. Shares of Special Common Stock of any series
will cease to be shares of Special Common Stock (and will thereafter be
considered to be shares of Original Common Stock) at any time that the aggregate
of all dividends paid during any fiscal year on shares of Special Common Stock
of that series fails to exceed the aggregate of all dividends paid by the
Company during such year on each share of Original Common Stock.

The Company is the transfer agent and registrar for the Common Stock.

Certain Provisions of the Articles of Incorporation and Bylaws

The Company's Articles of Incorporation contain provisions which require
a super-majority vote of the holders of Common Stock in order for certain types
of business combinations to be approved. These provisions are applicable to (a)
any merger or consolidation of the Company with or into a dominant stockholder
(as hereinafter defined) or any entity controlled by a dominant stockholder, (b)
any merger of a dominant stockholder with or into the Company or any corporation
controlled by or under common control with the Company, (c) any sale, lease,
exchange or transfer of all or substantially all of the property and assets of
the Company to a dominant stockholder or any entity controlled by or under
common control with a dominant stockholder, (d) any purchase, lease, exchange,
transfer or acquisition by the Company of all or substantially all of the
property and assets of a dominant stockholder or any entity controlled by or
under common control with a dominant stockholder, (e) any recapitalization of
the Company that would have the effect of increasing the voting power of a
dominant stockholder, and (f) any agreement, contract or other arrangement
providing for any of the foregoing. The term "dominant stockholder" is defined
as any person that, together with any affiliate or associate, beneficially owns
in the aggregate 10% or more of the outstanding Common Stock of the Company.

The affirmative vote of not fewer than 85% of the outstanding shares of
Common Stock must approve a business combination, unless (a) the Board of
Directors of the Company has approved the business combination by the
affirmative vote of (i) not fewer than 65% of its members if the business
combination is approved in advance of the dominant stockholder becoming a
dominant stockholder or the acquisition of shares of Common Stock that caused
the dominant stockholder to become a dominant stockholder has been approved in
advance, or (ii) not fewer than 85% of its members in all other circumstances,
or (b) the Board of Directors of the Company by an affirmative vote of not fewer
than 85% has determined that the cash or fair value of the properties,
securities or other consideration to be received by the holders of Common Stock
in the business combination is not less than the highest per share price paid
by the dominant stockholder in acquiring any of its holdings of the Common
Stock. These provisions may only be amended by an affirmative vote of 65% of
19
the outstanding shares of the Company's Common Stock, unless there is a dominant
stockholder at the time of the vote, in which event a vote of 85% of the
outstanding shares of Common Stock is required.

California law permits corporations to limit or eliminate the personal
liability of their directors in any action, including actions brought by the
corporation or its shareholders for monetary damages for breach of a director's
fiduciary duty of care. The duty of care requires that, when acting on behalf
of the corporation, a director must act in good faith, in a manner such director
believes to be in the best interests of the corporation and its shareholders and
with such care, including reasonable inquiry, as an ordinarily prudent person
in a like position would use under similar circumstances. As a result, the
available relief to a corporation and its shareholders may be limited to
equitable remedies such as injunction or rescission if a company indemnifies its
directors to the fullest extent permitted by California law.

Article VIII of the Company's Bylaws limits the liability of directors of
the Company to the Company or its shareholders (in their capacity as directors,
but not in their capacity as officers) to the fullest extent permitted by
California law. Specifically, directors of the Company are not personally
liable to the Company or its shareholders for monetary damages for breach of a
director's fiduciary duty as a director, except (a) on account of profits made
in connection with a purchase or sale of securities in violation of Section
16(b) of the Exchange Act, (b) if a court of competent jurisdiction determines
that indemnification is unlawful, (c) for acts or omissions involving
intentional misconduct or knowing and culpable violations of law, (d) for acts
or omissions that the director believed to be contrary to the best interests of
the Company or its shareholders or that involve the absence of good faith on the
part of the director, (e) for any transaction for which the director derived an
improper benefit, (f) for acts or omissions that show a reckless disregard for
the director's duty to the Company or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing his or her duties, of a risk of serious injury to the Company or its
shareholders, (g) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duties to the
corporation or its shareholders, (h) for liabilities arising out of transactions
in which the director had a personal interest, (i) for the approval of
distributions to the Company's shareholders in violation of California law, or
(j) for the approval of the making by the Company of any loan of money or
property to a director or officer of the Company or the guarantee of the
obligations of any such director or officer in violation of California law. The
inclusion of this provision in the Company's Bylaws may have the effect of
reducing the likelihood of litigation against directors of the Company, even
though such an action, if successful, might otherwise have benefited the Company
or its shareholders.

Certain Provisions of State and Federal Law

Arizona regulates certain business combinations by an "interested
shareholder" of a public corporation if the public corporation (a) has issued
securities under Section 12 of the Exchange Act, (b) has its principal place of
business in the State of Arizona, (c) owns or controls assets located within the
State of Arizona with a fair market value of at least one million dollars, and
(d) has more than 500 employees in the State of Arizona. The Company believes
that these provisions are currently applicable to the Company. A person becomes
an interested shareholder under the Arizona business combination statute upon
the acquisition of 10% or more of the outstanding voting shares of the public
corporation. The term "business combination" is broadly defined to include not
only acquisitions, but also restructuring transactions and transactions in which
the interested shareholder, or its associates or affiliates, receive financial
assistance or tax advantages from the public corporation. Business combinations
must be approved by a majority of the members of a committee of disinterested
directors in advance of the interested person becoming an interested person or
the consummation of the business combination must be delayed for three years and
the price to be paid must meet certain fair price criteria. The committee must
consider the long term interests of the public corporation in connection with
approving any such transaction. Additional restrictions are applicable to
acquisitions of control of 20% or more of a public corporation's voting stock.

Under California law, if a tender offer or a written proposal for approval
of a reorganization of a corporation or a sale of substantially all of its
assets is made by an "interested party", an affirmative opinion in writing as
to the fairness of the consideration to be received by the shareholders must be
delivered to each shareholder. The term "interested party" means a person who
is a party to the transaction and who (a) directly or indirectly controls the
corporation that is the subject of the tender offer or proposal, (b) is, or is
directly or indirectly controlled by, an officer or director of the corporation,
or (c) is an entity in which a material financial interest is held by any
director or executive officer.

No public utility or any of its affiliates may acquire any of the capital
stock of a public utility organized under California law, without CPUC
20
approval, if (a) the acquiror transacts business in California, or (b) the CPUC
determines that CPUC approval is otherwise required by the public interest. In
addition, a change in control application must be filed with the CPUC in
connection with any change in control of a public utility organized under
California law. PSCN approval is also required prior to any proposed transfer
of 15% or more of the common stock of a public utility doing business in Nevada.

No person may acquire 5% or more of the voting stock of a gas utility
(other than by merger), without Commission approval, if such person owns 5% or
more of the stock of another public utility or public utility holding company.
A registered public utility holding company may not acquire any security of
another gas utility without Commission approval, unless the transaction is
exempt under the Public Utilities Holding Company Act of 1935, as amended (the
"PUHCA"), or the regulations promulgated thereunder. A person becomes a holding
company required to be registered under PUHCA upon acquisition of 10% or more
of the voting stock of a gas utility, unless the Commission determines that the
person does not control the gas utility. The Commission may condition any such
determination upon the applicant refraining from exercising voting rights,
controlling proxies or designating officers or directors. The Commission may
not approve the acquisition of securities of a gas utility unless it determines
that the acquisition would tend toward the economical and efficient development
of an integrated public utility system and would not be detrimental to investor
interests. The Commission may also condition its approval of the acquisition
of the securities of a gas utility upon a fair offer being made for the other
securities of the utility.

In addition to being a gas utility, the Company is also a savings and loan
holding company. No person may acquire control of a savings and loan holding
company without the prior approval of the OTS, unless the transaction is exempt.
A person is conclusively deemed to have obtained control of a savings and loan
holding company if it (a) has acquired any combination of voting stock and
irrevocable proxies representing more than 25% of any class of voting stock of
the savings and loan holding company, or (b) controls in any manner the election
of a majority of the directors of the savings and loan holding company or
savings and loan association. A person who has acquired more than 10% of any
class of voting stock of the savings and loan holding company may also be deemed
to have control of the savings and loan holding company if certain control
factors are present.

PLAN OF DISTRIBUTION

The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale
of Securities will be named in the applicable Prospectus Supplement. The
Company has reserved the right to sell Securities directly to investors on its
own behalf in those jurisdictions where and in such manner as it is authorized
to do so.

Underwriters may offer and sell Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may offer and sell Securities in exchange for one or more of its
outstanding issues of the Securities or other securities. The Company also may,
from time to time, authorize dealers, acting as the Company's agents, to offer
and sell Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agent.

Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers, will be set
forth in the applicable Prospectus Supplement. Dealers and agents participating
in the distribution of Securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the Securities may be deemed to be underwriting discounts and
commissions. Underwriters, dealers and agents may be entitled, under agreements
entered into with the Company, to indemnification against and contribution
toward certain civil liabilities.

Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, or otherwise, by one or
more firms ("remarketing firms"), acting as principals for their own accounts
or as agents for the Company. Any remarketing firm will be identified and the
21
terms of its agreement, if any, with the Company and its compensation will be
described in the applicable Prospectus Supplement. Remarketing firms may be
deemed to be underwriters in connection with the Securities remarketed thereby.
Remarketing firms may be entitled under agreements which may be entered into
with the Company to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933, and may be customers of,
engage in transactions with or perform services for the Company in the ordinary
course of business.

If so indicated in the Prospectus Supplement, the Company will authorize
dealers acting as the Company's agents to solicit offers by certain institutions
to purchase the Securities from the Company at the public offering price set
forth in the applicable Prospectus Supplement pursuant to delayed delivery
contracts ("Contracts") providing for payment and delivery on the date or dates
stated in such Prospectus Supplement. Each Contract will be for an amount not
less than, and the aggregate principal amount of the Securities sold pursuant
to Contracts will be not less nor more than, the respective amounts stated in
the applicable Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions but will in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
(a) the purchase by an institution of the Securities covered by its Contract may
not at the time of delivery be prohibited under the laws of any jurisdiction in
the United States to which such institution is subject, and (b) if the
Securities are being sold to underwriters, the Company must have sold to such
underwriters the total principal amount of such Securities less the principal
amount thereof covered by Contracts.

LEGAL MATTERS

The validity of the Offered Securities will be passed upon for the Company
by O'Melveny & Myers.

EXPERTS

The consolidated financial statements and schedules of the Company
incorporated in this Prospectus by reference to its Annual Report on Form 10-K
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
22
- -------------------------------------- ---------------------------------------
No dealer, salesperson or other
individual has been authorized to give
any information or to make any
representations other than those
contained or incorporated by reference $300,000,000
in this Prospectus in connection with
the offer made by this Prospectus and,
if given or made, such information
or representations must not be relied
upon as having been authorized by the [LOGO]
Company or any agent, dealer or
underwriter. Neither the delivery of
this Prospectus nor any sale made
hereunder shall under any circumstances
create an implication that there has SOUTHWEST GAS CORPORATION
been no change in the affairs of the
Company since the date hereof. This
Prospectus does not constitute an offer
or solicitation by anyone in any
state in which such offer or solicitation SECURITIES
is not authorized or in which the person
making such offer or solicitation is
not qualified to do so or to anyone to
whom it is unlawful to make such offer
or solicitation. --------------
PROSPECTUS
_______________ --------------

TABLE OF CONTENTS
Page
----

Prospectus

Available Information. . . . . . . 2

Incorporation of Certain Documents
by Reference . . . . . . . . . . 2

The Company . . . . . . . . . . . 2

Use of Proceeds . . . . . . . . . 3

Ratios of Earnings to Fixed
Charges . . . . . . . . . . . . . 3

Description of Debt Securities . . 4

Description of Preferred Stock . . 9

Description of Depositary Shares . 13

Description of Common Stock . . . 15

Plan of Distribution . . . . . . . 18

Legal Matters . . . . . . . . . . 19

Experts . . . . . . . . . . . . . 19

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

23
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution*

Registration fee . . . . . . . . . . . . $103,449
Rating agency fees . . . . . . . . . . . **
Printing and engraving expenses . . . . . **
Accounting fees and expenses . . . . . . **
Legal fees and expenses . . . . . . . . . **
Blue sky fees and expenses . . . . . . . **
Fees and expenses of Transfer Agent,
Trustee and Depositary . . . . . . . . **
Miscellaneous . . . . . . . . . . . . . . **
--------
Total . . . . . . . . . . . . . . . **
--------
___________________________
*Expenses are estimated except for the registration fee.
**To be filed by amendment.

Item 15. Indemnification of Directors and Officers

Section 317 of the General Corporation Law of California provides that a
corporation has the power, and in some cases is required, to indemnify an agent,
including a director or officer, who was or is a party or is threatened to be
made a party to any proceeding, against certain expenses, judgments, fines,
settlements and other amounts under certain circumstances. Article VIII of the
Registrant's Bylaws provides for the indemnification of directors, officers and
agents as allowed by statute. In addition, the Registrant has purchased
directors and officers insurance policies which provide insurance against
certain liabilities for directors and officers.

Item 16. Exhibits.

Exhibit
Number Description of Exhibit
- ------- ----------------------

3.01 Restated Articles of Incorporation of the Company (included
as an exhibit to the Company's Registration Statement No.
2-92938 on Form S-2 and incorporated herein by reference).

4.01 Form of Deposit Agreement.

4.02 Form of Depositary Receipt (attached as Exhibit A to Deposit
Agreement included as Exhibit 4.01 hereto).

4.03 Form of Indenture relating to the Debt Securities.

* 5.01 Opinion of O'Melveny & Myers as to the validity of the
Securities.

12.01 Computation of Ratios of Earnings to Fixed Charges.

23.01 Consent of Arthur Andersen LLP

*23.02 Consent of O'Melveny & Myers (included in Exhibit 5.01).

24.01 Power of Attorney (included on pages II-3 and II-4).
__________________
* To be filed by amendment.

II-1
24
Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;

(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement, unless the information required
to be included in such post-effective amendment is contained in a
periodic report filed by Registrant pursuant to Section 13 or Section
15(d) of the Securities Act of 1934 and incorporated herein by
reference;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.

II-2

25
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on September 21, 1994.

SOUTHWEST GAS CORPORATION

By MICHAEL O. MAFFIE
_____________________________________
Michael O. Maffie
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Each person whose signature appears below authorizes Michael O. Maffie and
George C. Biehl, and each of them, as attorneys-in-fact, to sign any amendment,
including post-effective amendments, to this Registration Statement on his or
her behalf, individually and in each capacity stated below, and to file any such
amendment.

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

MICHAEL O. MAFFIE Director, President and September 21, 1994
______________________________ Chief Executive Officer
(Michael O. Maffie) (Principal Executive Officer)

GEORGE C. BIEHL Senior Vice President and September 21, 1994
______________________________ Chief Financial Officer
(George C. Biehl) (Principal Financial Officer)

EDWARD A. JANOV Controller and Chief September 21, 1994
______________________________ Accounting Officer
(Edward A. Janov) (Principal Accounting Officer)

RALPH C. BATASTINI Director September 19, 1994
______________________________
(Ralph C. Batastini)

MANUEL J. CORTEZ Director September 19, 1994
______________________________
(Manuel J. Cortez)

LLOYD T. DYER Director September 19, 1994
______________________________
(Lloyd T. Dyer)

II-3
26

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

KENNY C. GUINN Chairman of the Board September 19, 1994
______________________________ of Directors
(Kenny C. Guinn)

THOMAS Y. HARTLEY Director September 19, 1994
______________________________
(Thomas Y. Hartley)

______________________________ Director September __, 1994
(Michael B. Jager)

______________________________ Director September __, 1994
(Leonard R. Judd)

JAMES R. LINCICOME
______________________________ Director September 19, 1994
(James R. Lincicome)

CAROLYN M. SPARKS
______________________________ Director September 19, 1994
(Carolyn M. Sparks)

______________________________ Director September __, 1994
(Robert S. Sundt)

II-4

 1                        
                        [FORM OF DEPOSIT AGREEMENT]

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








                        SOUTHWEST GAS CORPORATION,



               ______________________________, As Depositary

                                    AND

                     THE HOLDERS FROM TIME TO TIME OF
                 THE DEPOSITARY RECEIPTS DESCRIBED HEREIN


                             _________________

                             Deposit Agreement
                             _________________














                       Dated as of __________, 199__

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

 2                             
                             TABLE OF CONTENTS
                             _________________




                                                                       Page

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

                                 ARTICLE I

                                Definitions. . . . . . . . . . . . . . .  1
     Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Deposit Agreement . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Depositary. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . .  2
     Depositary's Agent. . . . . . . . . . . . . . . . . . . . . . . . .  2
     Depositary's Office . . . . . . . . . . . . . . . . . . . . . . . .  2
     Receipt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     record holder . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

                                ARTICLE II

        Form of Receipts, Deposit of Stock, Execution and Delivery,
              Transfer, Surrender and Redemption of Receipts . . . . . .  2
     SECTION 2.01.  Form and Transfer of Receipts. . . . . . . . . . . .  2
     SECTION 2.02.  Deposit of Stock; Execution and Delivery of Receipts
          in Respect Thereof . . . . . . . . . . . . . . . . . . . . . .  3
     SECTION 2.03.  Redemption of Stock. . . . . . . . . . . . . . . . .  4
     SECTION 2.04.  Conversion of Stock into Common Stock. . . . . . . .  6
     SECTION 2.05.  Registration of Transfer of Receipts . . . . . . . .  6
     SECTION 2.06.  Split-ups and Combinations of Receipts; Surrender of
          Receipts and Withdrawal of Stock . . . . . . . . . . . . . . .  7
     SECTION 2.07.  Limitations on Execution and Delivery, Transfer,
          Surrender and Exchange of Receipts . . . . . . . . . . . . . .  8
     SECTION 2.08.  Lost Receipts, etc . . . . . . . . . . . . . . . . .  8
     SECTION 2.09.  Cancellation and Destruction of Surrendered Receipts  9

                                ARTICLE III

                    Certain Obligations of the Holders
                        of Receipts and the Company. . . . . . . . . . .  9
     SECTION 3.01.  Filing Proofs, Certificates and Other Information. .  9
     SECTION 3.02.  Payment of Taxes or Other Governmental Charges . . .  9
     SECTION 3.03.  Warranty as to Stock . . . . . . . . . . . . . . . . 10

                                       i
 3
     SECTION 3.04.  Covenants and Warranties as to Common Stock. . . . . 10

                                ARTICLE IV

                     The Deposited Securities; Notices . . . . . . . . . 10
     SECTION 4.01.  Cash Distributions . . . . . . . . . . . . . . . . . 10
     SECTION 4.02.  Distributions Other than Cash. . . . . . . . . . . . 10
     SECTION 4.03.  Subscription Rights, Preferences or Privileges . . . 11
     SECTION 4.04.  Notice of Dividends, etc.; Fixing of Record Date for
          Holders of Receipts. . . . . . . . . . . . . . . . . . . . . . 12
     SECTION 4.05.  Voting Rights. . . . . . . . . . . . . . . . . . . . 12
     SECTION 4.06.  Changes Affecting Deposited Securities and
          Reclassifications, Recapitalizations, etc. . . . . . . . . . . 13
     SECTION 4.07.  Delivery of Reports. . . . . . . . . . . . . . . . . 14
     SECTION 4.08.  List of Receipt Holders. . . . . . . . . . . . . . . 14

                                 ARTICLE V

                  The Depositary, the Depositary's Agents
                              and the Company. . . . . . . . . . . . . . 14
     SECTION 5.01.  Maintenance of Offices, Agencies and Transfer Books
          by the Depositary  . . . . . . . . . . . . . . . . . . . . . . 14
     SECTION 5.02.  Prevention of or Delay in Performance by the
          Depositary, the Depositary's Agents or the Company . . . . . . 15
     SECTION 5.03.  Obligations of the Depositary, the Depositary's
          Agents and the Company. .. . . . . . . . . . . . . . . . . . . 15
     SECTION 5.04.  Resignation and Removal of the Depositary;
          Appointment of Successor Depositary. . . . . . . . . . . . . . 16
     SECTION 5.05.  Corporate Notices and Reports. . . . . . . . . . . . 17
     SECTION 5.06.  Indemnification by the Company . . . . . . . . . . . 17
     SECTION 5.07.  Charges and Expenses . . . . . . . . . . . . . . . . 17

                                ARTICLE VI

                         Amendment and Termination . . . . . . . . . . . 18
     SECTION 6.01.  Amendment. . . . . . . . . . . . . . . . . . . . . . 18
     SECTION 6.02.  Termination. . . . . . . . . . . . . . . . . . . . . 18

                                ARTICLE VII

                               Miscellaneous . . . . . . . . . . . . . . 19
     SECTION 7.01.  Counterparts . . . . . . . . . . . . . . . . . . . . 19
     SECTION 7.02.  Exclusive Benefit of Parties . . . . . . . . . . . . 19
     SECTION 7.03.  Invalidity of Provisions . . . . . . . . . . . . . . 19
     SECTION 7.04.  Notices. . . . . . . . . . . . . . . . . . . . . . . 19
     SECTION 7.05.  Depositary's Agents. . . . . . . . . . . . . . . . . 20
     SECTION 7.06.  Holders of Receipts Are Parties. . . . . . . . . . . 20
     SECTION 7.07.  Governing Law. . . . . . . . . . . . . . . . . . . . 20
     SECTION 7.08.  Inspection of Deposit Agreement. . . . . . . . . . . 20

                                      ii
 4     
     SECTION 7.09.  Headings . . . . . . . . . . . . . . . . . . . . . . 20



TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

EXHIBIT A:  Form of Depositary Receipt

                                      iii
 5
                       DEPOSIT AGREEMENT dated as of
                         __________, 199__, among
                        SOUTHWEST GAS CORPORATION,
                         a California corporation,
                        _________________________,
                      a __________ ________________,
                   and the holders from time to time of
                      the Receipts described herein.


          WHEREAS it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of _____% __________ Preferred
Stock, $50 par value, of SOUTHWEST GAS CORPORATION with the Depositary (as
hereinafter defined) for the purposes set forth in this Deposit Agreement and
for the issuance hereunder of Receipts (as hereinafter defined) evidencing
Depositary Shares (as hereinafter defined) so deposited;

          NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:


                                 ARTICLE I

                                Definitions

          The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement and the
Receipts:

          "Certificate" shall mean the certificate of determination filed with
the Secretary of State of the State of California establishing the Stock as a
series of preferred stock of the Company.

          ["Common Stock" shall mean the shares of the Company's Common Stock,
$1 par value.]  [IF STOCK IS CONVERTIBLE INTO A SECURITY OTHER THAN COMMON
STOCK, SUBSTITUTE A DEFINITION OF THE OTHER SECURITY AND REVISE REFERENCES
THROUGHOUT.]

          "Company" shall mean Southwest Gas Corporation, a California
corporation, and its successors.

          "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

          "Depositary" shall mean ____________________, and any successor as
Depositary and registrar to register ownership and transfers of Depositary
Shares hereunder as herein provided.
 6
          "Depositary Shares" shall mean Depositary Shares, each representing a
__________ interest in a share of Stock and evidenced by a Receipt.

          "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.05.

          "Depositary's Office" shall mean the principal office of the
Depositary in __________, _______________, at which at any particular time its
depositary receipt business shall be administered.

          "Receipt" shall mean one of the depositary receipts issued hereunder,
whether in definitive or temporary form.

          "record holder" as applied to a Receipt shall mean the person in
whose name a Receipt is registered on the books of the Depositary maintained
for such purpose.

          "Stock" shall mean shares of the Company's _____% __________
Preferred Stock, $50 par value.


                                ARTICLE II

        Form of Receipts, Deposit of Stock, Execution and Delivery,
              Transfer, Surrender and Redemption of Receipts

          SECTION 2.01.  Form and Transfer of Receipts.  Definitive Receipts
shall be engraved or printed or lithographed and shall be substantially in the
form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided.  Pending the
preparation of definitive Receipts, the Depositary, upon the written order of
the Company delivered in compliance with Section 2.02, shall execute and
deliver temporary Receipts which are printed, lithographed, typewritten,
mimeographed or otherwise substantially of the tenor of the definitive Receipts
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the persons executing such
Receipts may determine, as evidenced by their execution of such Receipts.  If
temporary Receipts are issued, the Company and the Depositary will cause
definitive Receipts to be prepared without unreasonable delay.  After the
preparation of definitive Receipts, the temporary Receipts shall be
exchangeable for definitive Receipts upon surrender of the temporary Receipts
at an office described in the third paragraph of Section 2.02, without charge
to the holder.  Upon surrender for cancellation of any one or more temporary
Receipts, the Depositary shall execute and deliver in exchange therefor
definitive Receipts representing the same number of Depositary Shares as
represented by the surrendered temporary Receipt or Receipts.  Such exchange
shall be made at the Company's expense and without any charge therefor.
 7
Until so exchanged, the temporary Receipts shall in all respects be entitled to
the same benefits under this Deposit Agreement, and with respect to the Stock,
as definitive Receipts.

          Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary.  No Receipt shall be entitled
to any benefits under this Deposit Agreement or be valid or obligatory for any
purpose unless it shall have been executed manually by a duly authorized
officer of the Depositary.  The Depositary shall record on its books each
Receipt so signed and delivered as hereinafter provided.

          Receipts shall be in denominations of any number of whole Depositary
Shares.

          Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the
provisions of this Deposit Agreement as may be required by the Company or the
Depositary or required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange upon
which the Stock, the Depositary Shares or the Receipts may be listed or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject.

          Title to Depositary Shares evidenced by a Receipt which is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall
be transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.05, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to receive distributions of dividends or other
distributions, withdraw any Stock underlying the Depositary Shares, exercise
any conversion rights or to receive any notice provided for in this Deposit
Agreement and for all other purposes.

          SECTION 2.02.  Deposit of Stock; Execution and Delivery of Receipts
in Respect Thereof.  Subject to the terms and conditions of this Deposit
Agreement, the Company may from time to time deposit shares of Stock under this
Deposit Agreement by delivery to the Depositary of a certificate or
certificates for the Stock to be deposited,  properly endorsed or accompanied,
if required by the Depositary, by a duly executed instrument of transfer or
endorsement, in form satisfactory to the Depositary, together with all such
certifications as may be required by the Depositary in accordance with the
provisions of this Deposit Agreement, and together with a written order of the
Company directing the Depositary to execute and deliver to, or upon the
 8
written order of, the person or persons stated in such order a Receipt or
Receipts for the number of Depositary Shares relating to such deposited Stock.

          Deposited Stock shall be held by the Depositary at the Depositary's
Office or at such other place or places as the Depositary shall determine.

          Upon receipt by the Depositary of a certificate or certificates for
Stock deposited in accordance with the provisions of this Section, together
with the other documents required as above specified, and upon recordation of
the Stock so deposited on the books of the Company in the name of the
Depositary or its nominee, the Depositary, subject to the terms and conditions
of this Deposit Agreement, shall execute and deliver, to or upon the order of
the person or persons named in the written order delivered to the Depositary
referred to in the first paragraph of this Section, a Receipt or Receipts for
the number of Depositary Shares relating to the Stock so deposited and
registered in such name or names as may be requested by such person or persons. 
The Depositary shall execute and deliver such Receipt or Receipts at the
Depositary's Office or such other offices, if any, as the Depositary may
designate.  Delivery at other offices shall be at the risk and expense of the
person requesting such delivery.

          Other than in the case of splits, combinations or other
reclassifications affecting the Stock, or in the case of dividends or other
distributions of Stock, if any, there shall be deposited hereunder not more
than __________ shares of Stock.

          SECTION 2.03.  Redemption of Stock.  Whenever the Company shall elect
to redeem shares of Stock in accordance with the provisions of the Certificate,
it shall (unless otherwise agreed in writing with the Depositary) mail notice
to the Depositary of such proposed redemption, by first class mail, postage
prepaid not less than _____ nor more than _____ days prior to the date fixed
for redemption of Stock in accordance with Section 4 of the Certificate.  On
the date of such redemption, provided that the Company shall then have paid in
full to the Depositary the redemption price of the Stock to be redeemed, as set
forth in the Certificate, plus any accrued and unpaid dividends thereon to and
including the Redemption Date (as defined below), the Depositary shall redeem
the Depositary Shares relating to such Stock.  The Depositary shall mail notice
of such redemption and the proposed simultaneous redemption of the number of
Depositary Shares relating to the Stock to be redeemed, by first-class mail,
postage prepaid, not less than 30 and not more than 60 days prior to the date
fixed for redemption of such Stock and Depositary Shares (the "Redemption
Date"), to the record holders of the Receipts evidencing the Depositary Shares
to be so redeemed, at the addresses of such holders as they appear on the
records of the Depositary; but neither failure to mail any such notice to one
or more such holders nor any defect in any notice to one or more such holders
 9
shall affect the sufficiency of the proceedings for redemption as to other
holders.  Each such notice shall state:  (i) the Redemption Date; (ii) the
number of Depositary Shares to be redeemed and, if less than all the Depositary
Shares held by any such holder are to be redeemed, the number of such
Depositary Shares held by such holder to be so redeemed; (iii) the redemption
price (which shall include any accrued and unpaid dividends to and including
the Redemption Date); (iv) the place or places where Receipts evidencing
Depositary Shares are to be surrendered for payment of the redemption price;
(v) that dividends in respect of the Stock underlying the Depositary Shares to
be redeemed will cease to accumulate after the close of business on such
Redemption Date; and (vi) that the right to convert Depositary Shares into
shares of Common Stock or other securities will expire after the close of
business on the _____ day preceding the Redemption Date; the then-effective
conversion price and the place or places where Receipts evidencing such
Depositary Shares are to be surrendered for conversion.  In case less than all
the outstanding Depositary Shares are to be redeemed, the Depositary Shares to
be so redeemed shall be selected by lot or pro rata (subject to rounding to
avoid fractions of Depositary Shares) as may be determined by the Depositary to
be equitable.

          Notice having been mailed by the Depositary as aforesaid (unless the
Company shall have failed to redeem the shares of Stock to be redeemed by it as
set forth in the Company's notice provided for in the preceding paragraph), (i)
after the close of business on the _____ day preceding the Redemption Date, all
conversion rights in respect of the Depositary Shares called for redemption on
such Redemption Date will terminate and (ii) from and after the Redemption Date
all dividends in respect of the Depositary Shares so called for redemption
shall cease to accumulate, the Depositary Shares being redeemed from such
proceeds shall be deemed no longer to be outstanding, all remaining rights of
the holders of Receipts evidencing such Depositary Shares (except the right to
receive the redemption price without interest) shall, to the extent of such
Depositary Shares, cease and terminate and, upon surrender in accordance with
such notice of the Receipts evidencing any such Depositary Shares (properly
endorsed or assigned for transfer, if the Depositary shall so require), such
Depositary Shares shall be redeemed by the Depositary at a redemption price per
Depositary Share equal to __________ of the redemption price per share paid in
respect of the shares of Stock plus all money and other property, if any, paid
with respect to such Depositary Shares, including all amounts paid by the
Company in respect of dividends which on the Redemption Date have accumulated
on the shares of Stock to be so redeemed and have not theretofore been paid.
 10
          If less than all the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such
Receipt upon its surrender to the Depositary, together with the redemption
payment, a new Receipt evidencing the Depositary Shares evidenced by such prior
Receipt and not called for redemption.

          SECTION 2.04.  Conversion of Stock into Common Stock.  The Company
hereby agrees to accept the delivery of Receipts for purposes of effecting
conversions of the Stock utilizing the same procedures as those provided for
delivery of certificates for the Stock to effect such conversions in accordance
with the terms and conditions of the Stock as provided in the Certificate.  Any
whole number of Depositary Shares (whether or not evenly divisible by ____)
represented by a Receipt may be surrendered for conversion.  If the Depositary
Shares represented by a Receipt are to be converted in part only, a new Receipt
or Receipts will be issued by the Depositary for the Depositary Shares not to
be converted.  No fractional shares of Common Stock will be issued upon
conversion, and if such conversion will result in a fractional share being
issued, an amount will be paid in cash by the Company equal to the value of the
fractional interest based upon the closing price of the Common Stock on the
last business day prior to the conversion.  For this purpose, a holder of a
Receipt or Receipts must surrender such Receipt or Receipts to the Company,
together with a duly completed and executed Notice of Conversion in the form
included in the Receipt.  In all cases the foregoing shall be conditioned upon
compliance in full by the holders with the applicable terms and conditions of
the Stock as provided in the Certificate and of this Deposit Agreement.  The
Company and the Depositary will thereafter effect the cancellation of each
Receipt surrendered for such conversion and of the related Stock so converted. 
In the event that the conversion of Depositary Shares results in issuance of a
fraction of a share of Stock, the Depositary will make appropriate adjustment
in its records to reflect such issuance and, if appropriate, the combination of
any fractions of shares into one or more whole shares of Stock.

          Upon conversion no adjustments will be made for accrued dividends
and, therefore, Depositary Shares surrendered for conversion after the record
date next preceding a dividend payment date for the Stock and prior to such
dividend payment date must be accompanied by payment of an amount equal to the
applicable fraction of the dividend thereon which is to be paid on such
dividend payment date (unless the Depositary Shares surrendered for conversion
have been called for redemption prior to such dividend payment date).  No
adjustment of the conversion price will be required to be made in any case
until cumulative adjustment amounts to 1% or more of the conversion price.

          SECTION 2.05.  Registration of Transfer of Receipts.  Subject to the
terms and conditions of this Deposit Agreement, the Depositary shall register
 11
on its books from time to time transfers of Receipts upon any surrender thereof
by the holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer.  Thereupon the
Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver such new Receipt or Receipts to or upon the
order of the person entitled thereto.

          SECTION 2.06.  Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Stock.  Upon surrender of a Receipt or Receipts at
the Depositary's Office or at such other offices as it may designate for the
purpose of effecting a split-up or combination of such Receipt or Receipts, and
subject to the terms and conditions of this Deposit Agreement, the Depositary
shall execute and deliver a new Receipt or Receipts in the denominations
requested, evidencing the aggregate number of Depositary Shares evidenced by
the Receipt or Receipts surrendered.

          Any holder of a Receipt or Receipts evidencing at least __________
Depositary Shares may withdraw the number of whole shares of Stock underlying
such Depositary Shares and all money and other property, if any, relating
thereto by surrendering Receipts evidencing such Depositary Shares at the
Depositary's Office or at such other offices as the Depositary may designate
for such withdrawals.  Thereafter, without unreasonable delay, the Depositary
shall deliver to such holder, or to the person or persons designated by such
holder as hereinafter provided, the number of whole shares of Stock and all
money and other property, if any, relating to the Depositary Shares evidenced
by the Receipts so surrendered for withdrawal, but holders of such whole shares
of Stock will not thereafter be entitled to deposit such Stock hereunder or to
receive Receipts evidencing Depositary Shares therefor.  If a Receipt delivered
by a holder to the Depositary in connection with such withdrawal shall evidence
a number of Depositary Shares relating to other than a number of whole shares
of Stock, the Depositary shall at the same time, in addition to such number of
whole shares of Stock and such money and other property, if any, to be so
withdrawn, deliver to such holder, or (subject to Section 3.02) upon his order,
a new Receipt evidencing such excess number of Depositary Shares.  Delivery of
the Stock and money and other property being withdrawn may be made by delivery
of such certificates, documents of title and other instruments as the
Depositary may deem appropriate.

          HOLDERS ACKNOWLEDGE THAT THERE MAY BE NO MARKET FOR THE UNDERLYING
STOCK AND THAT UPON WITHDRAWAL OF THE STOCK, HOLDERS THEREOF WILL NOT BE
ENTITLED THEREAFTER TO DEPOSIT SUCH STOCK UNDER THIS DEPOSIT AGREEMENT.
 12
          If the Stock and the money and other property being withdrawn are to
be delivered to a person or persons other than the record holder of the
Receipts being surrendered for withdrawal of Stock, such holder shall execute
and deliver to the Depositary a written order so directing the Depositary, and
the Depositary may require that the Receipt or Receipts surrendered by such
holder for withdrawal of such shares of Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer.

          Delivery of the Stock and the money and other property, if any,
underlying the Depositary Shares evidenced by the Receipts surrendered for
withdrawal shall be made by the Depositary at the Depositary's Office, except
that, at the request, risk and expense of the holder surrendering such Receipts
and for the account of such holder, such delivery may be made at such other
place as may be designated by such holder.

          SECTION 2.07.  Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts.  As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender,
exchange or redemption of any Receipt, the withdrawal of any Stock underlying
the Depositary Shares or the exercise of any conversion rights, the Depositary,
any of the Depositary's Agents or the Company may require payment to it of a
sum sufficient for the payment (or, in the event that the Depositary or the
Company shall have made such payment, the reimbursement to it) of any charges
or expenses payable by the holder of a Receipt pursuant to Section 5.07, may
require the production of evidence satisfactory to it as to the identity and
genuineness of any signature and may also require compliance with such
regulations, if any, as the Depositary or the Company may establish consistent
with the provisions of this Deposit Agreement.

          The exercise of any conversion rights or the withdrawal of any Stock
underlying the Depositary Shares may be suspended, the delivery of Receipts
against Stock may be suspended, the registration of transfer of Receipts may be
refused and the registration of transfer, surrender, exchange or redemption of
outstanding Receipts may be suspended (i) during any period when the register
of shareholders of the Company is closed or (ii) if any such action is deemed
necessary or advisable by the Depositary, any of the Depositary's Agents or the
Company at any time or from time to time because of any requirement of law or
of any government or governmental body or commission or under any provision of
this Deposit Agreement.

          SECTION 2.08.  Lost Receipts, etc.  In case any Receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
 13
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt, of the authenticity thereof and
of his or her ownership thereof and (ii) the furnishing of the Depositary with
reasonable indemnification satisfactory to it.

          SECTION 2.09.  Cancellation and Destruction of Surrendered Receipts. 
All Receipts surrendered to the Depositary or any Depositary's Agent shall be
canceled by the Depositary.  Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so canceled.


                                ARTICLE III

                    Certain Obligations of the Holders
                        of Receipts and the Company

          SECTION 3.01.  Filing Proofs, Certificates and Other Information. 
Any holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the
Company may reasonably deem necessary or proper.  The Depositary or the Company
may withhold the delivery, or delay the registration of transfer, redemption or
exchange, of any Receipt, the exercise of any conversion rights, the withdrawal
of any Stock underlying the Depositary Shares or the distribution of any
dividend or other distribution or the sale of any rights or of the proceeds
thereof until such proof or other information is filed or such certificates are
executed or such representations and warranties are made.

          SECTION 3.02.  Payment of Taxes or Other Governmental Charges. 
Holders of Receipts shall be obligated to make payments to the Depositary of
certain taxes, charges and expenses, as provided in Section 5.07.  Registration
of transfer of any Receipt, the exercise of any conversion rights, any
withdrawal of Stock and delivery of all money or other property, if any,
represented by the Depositary Shares evidenced by such Receipt may be refused
until any such payment due is made, and any dividends, interest payments or
other distributions may be withheld or all or any part of the Stock or other
property relating to the Depositary Shares evidenced by such Receipt and not
theretofore sold may be sold for the account of the holder thereof (after
attempting by reasonable means to notify such holder prior to such sale), and
such dividends, interest payments or other distributions or the proceeds of any
such sale may be applied to any payment of such taxes, charges or expenses, the
holder of such Receipt remaining liable for any deficiency.
 14
          SECTION 3.03.  Warranty as to Stock.  The Company hereby represents
and warrants that the Stock, when issued, will be validly issued, fully paid
and nonassessable.  Such representation and warranty shall survive the deposit
of the Stock and the issuance of Receipts.

          SECTION 3.04.  Covenants and Warranties as to Common Stock.  The
Company covenants that it will keep reserved or otherwise available a
sufficient number of authorized and unissued shares of Common Stock to meet
conversion requirements in respect of the Depositary Shares and that it will
give written notice to the Depositary of any adjustments in the conversion
price made pursuant to the Certificate.  The Company represents and warrants
that the Common Stock issued upon conversion of the Depositary Shares will be
validly issued, fully paid and non-assessable.


                                ARTICLE IV

                     The Deposited Securities; Notices

          SECTION 4.01.  Cash Distributions.  Whenever the Depositary shall
receive any cash dividend or other cash distribution on the Stock, the
Depositary shall, subject to Sections 3.01 and 3.02, distribute to the record
holders of Receipts on the record date fixed pursuant to Section 4.04 such
amounts of such dividend or distribution as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required to withhold and shall withhold from any cash
dividend or other cash distribution in respect of the Stock an amount on
account of taxes and governmental charges, the amount made available for
distribution or distributed in respect of Depositary Shares shall be reduced
accordingly.  The Depositary shall distribute or make available for
distribution, as the case may be, only such amount, however, as can be
distributed without attributing to any holder of Receipts a fraction of one
cent, and any balance not so distributable shall be held by the Depositary
(without liability for interest thereon) and shall be added to and be treated
as part of the next sum received by the Depositary for distribution to record
holders of Receipts then outstanding.

          SECTION 4.02.  Distributions Other than Cash.   Whenever the
Depositary shall receive any distribution other than cash on the Stock, the
Depositary shall, subject to Sections 3.01 and 3.02, distribute to record
holders of Receipts on the record date fixed pursuant to Section 4.04 such
amounts of the securities or property received by it as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
 15
distribution.  If in the opinion of the Depositary such distribution cannot be
made proportionately among such record holders, or if for any other reason
(including any requirement that the Company or the Depositary withhold an
amount on account of taxes and governmental charges) the Depositary deems,
after consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, at such place or places and upon such terms
as it may deem proper.  The net proceeds of any such sale shall, subject to
Sections 3.01 and 3.02, be distributed or made available for distribution, as
the case may be, by the Depositary to record holders of Receipts as provided by
Section 4.01 in the case of a distribution received in cash.

          SECTION 4.03.  Subscription Rights, Preferences or Privileges.  If
the Company shall at any time offer or cause to be offered to the persons in
whose names Stock is recorded on the books of the Company any rights,
preferences or privileges to subscribe for or to purchase any securities or any
rights, preferences or privileges of any other nature, such rights, preferences
or privileges shall in each such instance be made available by the Depositary
to the record holders of Receipts in such manner as the Depositary may
determine, either by the issue to such record holders of warrants representing
such rights, preferences or privileges or by such other method as may be
approved by the Depositary in its discretion with the approval of the Company;
provided, however, that (i) if at the time of issue or offer of any such
rights, preferences or privileges the Depositary determines that it is not
lawful or (after consultation with the Company) not feasible to make such
rights, preferences or privileges available to holders of Receipts by the issue
of warrants or otherwise, or (ii) if and to the extent so instructed by holders
of Receipts who do not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with the approval of the
Company, in any case where the Depositary has determined that it is not
feasible to make such rights, preferences or privileges available), may, if
applicable laws or the terms of such rights, preferences or privileges permit
such transfer, sell such rights, preferences or privileges at public or private
sale, at such place or places and upon such terms as it may deem proper.  The
net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be
distributed by the Depositary to the record holders of Receipts entitled
thereto as provided by Section 4.01 in the case of a distribution received in
cash.

          If registration under the Securities Act of 1933, as amended (the
"Act"), of the securities to which any rights, preferences or privileges relate
is required in order for holders of Receipts to offer or sell the securities
 16
to which such rights, preferences or privileges relate, the Company agrees with
the Depositary that the Company will notify the Depositary and file promptly a
registration statement pursuant to such Act with respect to such rights,
preferences or privileges and securities and use its best efforts and take all
steps available to it to cause such registration statement to become effective
sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges.  In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such a registration statement shall have become
effective, or unless the offering and sale of such securities to such holders
are exempt from registration under the provisions of the Act.

          If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to
holders of Receipts, the Company agrees with the Depositary that the Company
will notify the Depositary and use its best efforts to take such action or
obtain such authorization, consent or permit sufficiently in advance of the
expiration of such rights, preferences or privileges to enable such holders to
exercise such rights, preferences or privileges.

          SECTION 4.04.  Notice of Dividends, etc.; Fixing of Record Date for
Holders of Receipts.  Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or if
rights, preferences or privileges shall at any time be offered, with respect to
the Stock, or whenever the Depositary shall receive notice of any meeting or
action to be taken by written consent at or as to which holders of Stock are
entitled to vote or consent, or of which holders of Stock are entitled to
notice, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
the Stock) for the determination of the holders of Receipts who shall be
entitled to receive a distribution in respect of such dividend, distribution,
rights, preferences or privileges or the net proceeds of the sale thereof, or
to give instructions for the exercise of any rights to vote or consent at any
such meeting or with respect to any such action, or who shall be entitled to
receive notice of such meeting or such action.

          SECTION 4.05.  Voting Rights.  Upon receipt of notice of any meeting
or action to be taken by written consent at or as to which the holders of the
Stock are entitled to vote or consent, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained in such notice of meeting
 17
or action and (ii) a statement informing holders of Receipts that they may
instruct the Depositary as to the exercise of the voting rights or the giving
or refusal of consent, as the case may be, pertaining to the amount of Stock
underlying their respective Depositary Shares and a brief statement as to the
manner in which such instructions may be given.  Upon the written request of
the holders of Receipts on the record date (which shall be the same date as the
record date for the Stock), the Depositary shall endeavor insofar as
practicable to vote or cause to be voted, or give or withhold consent with
respect to, in accordance with the instructions set forth in such requests, the
maximum number of whole shares of Stock underlying the Depositary Shares
evidenced by all Receipts as to which any particular voting or consent
instructions are received.  The Company hereby agrees to take all action which
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Stock or cause such Stock to be voted or give or withhold consent
with respect to such Stock.  In the absence of specific instructions from the
holder of a Receipt, the Depositary will abstain from voting, or giving
consents (but, at its discretion, not from appearing at any meeting with
respect to such Stock unless directed to the contrary by the holders of a
majority of the Receipts) to the extent of the Stock underlying the Depositary
Shares evidenced by such Receipt.  The Company also agrees that it will at all
times comply with the proxy rules of the Securities Exchange Act of 1934, as
amended.

          SECTION 4.06.  Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc.  Upon any change in par value,
split-up, combination or any other reclassification of the Stock, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party or sale of the Company's assets
substantially as an entirety, the Depositary may in its discretion, with the
approval of, and shall upon the instructions of, the Company, and (in either
case) in such manner as the Depositary may deem equitable, (i) make such
adjustments in (a) the fraction of an interest in one share of Stock underlying
one Depositary Share and (b) the ratio of the redemption price per Depositary
Share to the redemption price of a share of the Stock, in each case as may be
necessary fully to reflect the effects of such change in par value, split-up,
combination or other reclassification of the Stock, or of such
recapitalization, reorganization, merger, amalgamation or consolidation or sale
and (ii) treat any securities which shall be received by the Depositary in
exchange for or upon conversion of or in respect of the Stock as new deposited
securities so received in exchange for or upon conversion of or in respect of
such Stock.  In any such case the Depositary may in its discretion, with the
approval of the Company, execute and deliver additional Receipts, or may call
for the surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited securities.
 18
          SECTION 4.07.  Delivery of Reports.  The Depositary will forward to
record holders of Receipts, at their respective addresses appearing in the
Depositary's books, all notices, reports and communications received from the
Company which are delivered to the Depositary and which the Company is required
to furnish to the holders of Stock or Receipts.

          SECTION 4.08.  List of Receipt Holders.  Promptly  upon request from
time to time by the Company, the Depositary shall furnish to it a list, as of a
recent date, of the names, addresses and holdings of Stock of all persons in
whose names Receipts are registered on the books of the Depositary.


                                 ARTICLE V

                  The Depositary, the Depositary's Agents
                              and the Company

          SECTION 5.01.  Maintenance of Offices, Agencies and Transfer Books by
the Depositary.  Upon execution of this Deposit Agreement, the Depositary shall
maintain at the Depositary's Office, facilities for the execution and delivery,
registration and registration of transfer, surrender and exchange of Receipts,
and at the offices of the Depositary's Agents, if any, facilities for the
delivery, registration of transfer, surrender and exchange of Receipts, all in
accordance with the provisions of this Deposit Agreement.

          The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books at all
reasonable times shall be open for inspection by the record holders of
Receipts; provided, that any such holder requesting to exercise such right
shall certify to the Depositary that such inspection shall be for a proper
purpose reasonably related to such person's interest as an owner of Depositary
Shares evidenced by the Receipts.

          The Depositary may close such books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties hereunder.

          If the Receipts or the Depositary Shares evidenced thereby or the
Stock represented by such Depositary Shares shall be listed on the New York
Stock Exchange or any other stock exchange, the Depositary will, at the request
of the Company, arrange such facilities for the delivery, registration,
registration of transfer, surrender, exchange, redemption or conversion of such
Receipts, such Depositary Shares or such Stock as applicable and as may be
required by law or applicable stock exchange regulation.
 19
          SECTION 5.02.  Prevention of or Delay in Performance by the
Depositary, the Depositary's Agents or the Company.  Neither the Depositary nor
any Depositary's Agent nor the Company shall incur any liability to any holder
of any Receipt if by reason of any provision of any present or future law, or
regulation thereunder, of the United States of America or of any other
governmental authority or, in the case of the Depositary or any Depositary's
Agent, by reason of any provision, present or future, of the Company's Restated
Articles of Incorporation (including the Certificate) or by reason of any act
of God or war or other circumstance beyond the control of the relevant party,
the Depositary, any Depositary's Agent or the Company shall be prevented or
forbidden from doing or performing any act or thing which the terms of this
Deposit Agreement provide shall be done or performed; nor shall the Depositary,
any Depositary's Agent or the Company incur any liability to any holder of a
Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in
the performance of any act or thing which the terms of this Deposit Agreement
provide shall or may be done or performed, or (ii) by reason of any exercise
of, or failure to exercise, any discretion provided for in this Deposit
Agreement except, in case of any such exercise or failure to exercise
discretion not caused as aforesaid, if caused by the gross negligence or
willful misconduct of the party charged with such exercise or failure to
exercise.

          SECTION 5.03.  Obligations of the Depositary, the Depositary's Agents
and the Company.  Neither the Depositary nor any Depositary's Agent nor the
Company assumes any obligation or shall be subject to any liability under this
Deposit Agreement to holders of Receipts other than for the relevant party's
gross negligence or willful misconduct.

          Neither the Depositary nor any Depositary's Agent nor the Company
shall be under any obligation to appear in, prosecute or defend any action,
suit or other proceeding in respect of the Stock, the Depositary Shares or the
Receipts which in its opinion may involve it in expense or liability unless
indemnity satisfactory to it against all expense and liability be furnished as
often as may be required.

          Neither the Depositary nor any Depositary's Agent nor the Company
shall be liable for any action or any failure to act by it in reliance upon the
written advice of legal counsel or accountants, or information from any person
presenting Stock for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such information.  The
Depositary, any Depositary's Agent and the Company may each rely and shall each
be protected in acting upon any written notice, request, direction or other
document believed by it to be genuine and to have been signed or presented by
the proper party or parties.
 20
          The Depositary shall not be responsible for any failure to carry out
any instruction to vote or give or withhold consent, with respect to any of the
shares of Stock or for the manner or effect of any such vote or consent, as
long as any such action or non-action is in good faith.  The Depositary
undertakes to perform such duties and only such duties as are specifically set
forth in this Deposit Agreement, and no implied covenants or obligations shall
be read into this Deposit Agreement against the Depositary.  The Depositary
will indemnify the Company against any liability which may arise out of acts
performed or omitted by the Depositary or its agents due to its or their gross
negligence or willful misconduct.  The Depositary, the Depositary's Agents and
the Company may own and deal in any class of securities of the Company and its
affiliates and in Receipts.  The Depositary may also act as transfer agent and
registrar of any of the securities of the Company and its affiliates.

          SECTION 5.04.  Resignation and Removal of the Depositary; Appointment
of Successor Depositary.  The Depositary may at any time resign as Depositary
hereunder by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor Depositary
and its acceptance of such appointment as hereinafter provided.

          The Depositary may at any time be removed by the Company by written
notice of such removal delivered to the Depositary, such removal to take effect
upon the appointment of a successor Depositary and its acceptance of such
appointment as hereinafter provided.

          In case the Depositary acting hereunder shall at any time resign or
be removed, the Company shall, within 60 days after the delivery of the notice
of resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$50,000,000.  Every successor Depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor Depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Stock and any moneys or property held hereunder to
such successor and shall deliver to such successor a list of the record holders
of all outstanding Receipts.  Any successor Depositary shall promptly mail
notice of its appointment to the record holders of Receipts.
 21
          Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or, any further act.  Such successor
Depositary may authenticate the Receipts in the name of the predecessor
Depositary or in the name of the successor Depositary.

          SECTION 5.05.  Corporate Notices and Reports.  The Company agrees
that it will transmit to the Depositary all notices, reports and communications
(including without limitation financial statements) required by law, the rules
of any national securities exchange upon which the Stock, the Depositary Shares
or the Receipts are listed or by the Company's Restated Articles of
Incorporation (including the Certificate) to be furnished by the Company to
holders of the Stock or Receipts.

          SECTION 5.06.  Indemnification by the Company.  The Company shall
indemnify the Depositary and any Depositary's Agent against, and hold each of
them harmless from, any loss, liability or expense (including the costs and
expenses of defending itself) which may arise out of (i) acts performed or
omitted in connection with this Deposit Agreement and the Receipts (a) by the
Depositary or any Depositary's Agent, except for any liability arising out of
the gross negligence or willful misconduct on the respective parts of any such
person or persons, or (b) by the Company or any of its agents, or (ii) the
offer, sale or registration of the Receipts or the Stock pursuant to the
provisions hereof.

          SECTION 5.07.  Charges and Expenses.  The Company shall pay all
transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements.  The Company shall pay all charges of
the Depositary in connection with the initial deposit of the Stock and the
initial issuance of the Receipts, any redemption of the Stock at the option of
the Company and any withdrawals of Stock by holders of Receipts.  All other
transfer and other taxes and governmental charges shall be at the expense of
holders of Depositary Shares.  If, at the request of a holder of Receipts, the
Depositary incurs charges or expenses for which it is not otherwise liable
hereunder, such holder will be liable for such charges and expenses.  All other
charges and expenses of the Depositary and any Depositary's Agent hereunder
(including, in each case, fees and expenses of counsel) incident to the
performance of their respective obligations hereunder will be paid by the
Company after consultation and agreement between the Depositary and the Company
as to the amount and nature of such charges and expenses.  The Depositary shall
present its statement for charges and expenses to the Company once every three
months or at such other intervals as the Company and the Depositary may agree.
 22

                                ARTICLE VI

                         Amendment and Termination

          SECTION 6.01.  Amendment.  The form of the Receipts and any
provisions of this Deposit Agreement may at any time and from time to time be
amended by agreement between the Company and the Depositary in any respect
which they may deem necessary or desirable; provided, however, that no such
amendment which imposes or increases any fees, taxes or charges upon holders of
Depositary Shares or Receipts or which materially and adversely alters the
existing rights of such holders shall be effective unless such amendment shall
have been approved by the record holders of Receipts evidencing at least a
majority of the Depositary Shares then outstanding.  A holder of a Receipt at
the time any such amendment so becomes effective shall be deemed, by continuing
to hold such Receipt, to consent and agree to such amendment and to be bound by
this Deposit Agreement as amended thereby.  Notwithstanding the foregoing, no
such amendment may impair the right of any holder of Depositary Shares or
Receipts to receive any moneys or other property to which such holder may be
entitled under the terms of such Receipts or this Deposit Agreement at the
times and in the manner and amount provided for therein and herein.

          SECTION 6.02.  Termination.  This Deposit Agreement may be terminated
by the Company or the Depositary only after the occurrence of any of the
following events:  (i) all outstanding Depositary Shares shall have been
redeemed and any accumulated and unpaid dividends on the Stock represented by
the Depositary Shares, together with all other moneys and property, if any, to
which holders of the related Receipts are entitled under the terms of such
Receipts or this Deposit Agreement, have been paid or distributed as provided
in this Deposit Agreement or provision therefor has been duly made pursuant to
Section 2.03, (ii) there shall have been made a final distribution in respect
of the Stock in connection with any liquidation, dissolution or winding up of
the Company and such distribution shall have been distributed to the holders of
Receipts pursuant to Section 4.01 or 4.02, as applicable or (iii) all
outstanding Depositary Shares shall have been converted pursuant to Section
2.04 hereof.

          Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary and any Depositary's Agent under Sections 5.06
and 5.07.
 23

                                ARTICLE VII

                               Miscellaneous

          SECTION 7.01.  Counterparts.  This Deposit Agreement may be executed
in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument.

          SECTION 7.02.  Exclusive Benefit of Parties.  This Deposit Agreement
is for the exclusive benefit of the parties hereto, and their respective
successors hereunder, and shall not be deemed to give any legal or equitable
right, remedy or claim to any other person whatsoever.

          SECTION 7.03.  Invalidity of Provisions.  In case any one or more of
the provisions contained in this Deposit Agreement or in the Receipts should be
or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein or
therein shall in no way be affected, prejudiced or disturbed thereby.

          SECTION 7.04.  Notices.  Any and all notices to be given to the
Company hereunder or under the Receipts shall be in writing and shall be deemed
to have been duly given if personally delivered or sent by mail or telecopier
confirmed by letter, addressed to the Company at 5241 Spring Mountain Road, P.
O. Box 98510, Las Vegas, Nevada 89193-98510, to the attention of
____________________, or at any other address of which the Company shall have
notified the Depositary in writing.

          Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telecopier confirmed by letter,
addressed to the Depositary at the Depositary's Office, at __________________,
______________________________, ______________, to the attention of
___________________________________, or at any other address of which the
Depositary shall have notified the Company in writing.

          Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telecopier
confirmed by letter, addressed to such record holder at the address of such
record holder as it appears on the books of the Depositary, or if such holder
shall have filed with the Depositary a written request that notices intended
for such holder be mailed to some other address, at the address designated in
such request.
 24
          Delivery of a notice sent by mail or by telecopier shall be deemed to
be effected at the time when a duly addressed letter containing the same (or a
confirmation thereof in the case of a telecopier message) is deposited, postage
prepaid, in a post office letter box.  The Depositary or the Company may,
however, act upon any telecopier message received by it from the other or from
any holder of a Receipt, notwithstanding that such telecopier message shall not
subsequently be confirmed by letter or as aforesaid.

          SECTION 7.05.  Depositary's Agents.  The Depositary may from time to
time, with the prior approval of the Company appoint Depositary's Agents to act
in any respect for the Depositary for the purposes of this Deposit Agreement
and may at any time appoint additional Depositary's Agents and vary or
terminate the appointment of such Depositary's Agents.  The Depositary will
notify the Company of any such action.

          SECTION 7.06.  Holders of Receipts Are Parties.  The holders of
Receipts from time to time shall be parties to this Deposit Agreement and shall
be bound by all of the terms and conditions hereof and of the Receipts by
acceptance of delivery thereof.

          SECTION 7.07.  Governing Law. THIS DEPOSIT AGREEMENT AND THE RECEIPTS
AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
[CALIFORNIA][NEVADA].

          SECTION 7.08.  Inspection of Deposit Agreement.  Copies of this
Deposit Agreement shall be filed with the Depositary and the Depositary's
Agents and shall be open to inspection during business hours at the
Depositary's Office and the respective offices of the Depositary's Agents, if
any, by any holder of a Receipt.

          SECTION 7.09.  Headings.  The headings of articles and sections in
this Deposit Agreement and in the form of the Receipt set forth in Exhibit A
hereto have been inserted for convenience only and are not to be regarded as a
part of this Deposit Agreement or the Receipts or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the
Receipts.
 25
IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Deposit Agreement as of the day and year first above set forth, and all
holders of Receipts shall become parties hereto by and upon acceptance by them
of delivery of Receipts issued in accordance with the terms hereof.


                              SOUTHWEST GAS CORPORATION



                              By:  _________________________
                                   



                              ______________________________



                              By:  _________________________
 26                              
                        [FORM OF DEPOSIT RECEIPT]


                              [FORM OF FACE]

                                                  EXHIBIT A

                            DEPOSITARY RECEIPT
                                    FOR
                            DEPOSITARY SHARES,
                      EACH REPRESENTING A ___________
                        INTEREST IN A SHARE OF ___%
                        __________ PREFERRED STOCK
                              ($50 Par Value)

                                    OF

                         SOUTHWEST GAS CORPORATION

         (Incorporated under the Laws of the State of California)

                This Depositary Receipt is transferable in
   [Los Angeles, California and New York, New York][Las Vegas,  Nevada]

NUMBER                                                           DEPOSITARY
                                                                   SHARES  


THIS CERTIFIES THAT _______________ 
IS THE REGISTERED OWNER OF


                                                          DEPOSITARY SHARES



          ____________, with an office at the time of the execution of the
Deposit Agreement (as defined below) at _______________________
_______________________________, as Depositary and Registrar (the
"Depositary"), hereby certifies that the registered owner specified above is
the registered owner of Depositary Shares ("Depositary Shares"), each
Depositary Share representing a _________ interest in a share of ___%
__________ Preferred Stock, $50 par value (the "Stock"), of Southwest Gas
Corporation, a corporation duly organized and existing under the laws of the
State of California (the "Company"), on deposit with the Depositary, subject to
the terms and entitled to the benefits of the Deposit Agreement (the "Deposit
Agreement") dated as of ______, 199_ between the Company, the Depositary and
all holders from time to time of Depositary Receipts (the "Receipts").  By
 27
accepting this Receipt the holder hereof becomes a party to and agrees to be
bound by all the terms and conditions of the Deposit Agreement.

          Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share is entitled, proportionately, through the Depositary, to all
the rights and preferences of the Stock relating thereto, including dividend,
voting, conversion, redemption and liquidation rights contained in the
certificate of determination adopted by the Company's Board of Directors
setting forth the number, terms, powers, designations, rights, preferences,
qualifications, restrictions and limitations of the Stock (the "Certificate of
Determination"), copies of which are on file at the Depositary's Office.

          This receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the manual signature of a duly authorized officer of the
Depositary.


Dated:

                              ________________________________

                              Depositary and Registrar


                              By____________________________
                                   Authorized Officer



                             [FORM OF REVERSE]

          1.   The Deposit Agreement.  The Receipts, of which this Receipt is
one, are made available upon the terms and conditions set forth in the Deposit
Agreement.  The Deposit Agreement (copies of which are on file at the
Depositary's Office) sets forth the rights of holders of Receipts and the
rights and duties of the Depositary and the Company in respect of the Stock
deposited, and any and all other property and cash deposited from time to time,
thereunder.  The statements made on the face and the reverse of this Receipt
are summaries of certain provisions of the Deposit Agreement and are subject to
the detailed provisions thereof, to which reference is hereby made.  Unless
otherwise expressly herein provided, all defined terms used herein shall have
the meanings ascribed thereto in the Deposit Agreement.

          [INSERT THE FOLLOWING IF THE STOCK IS REDEEMABLE]

          [2.] Redemption.  Whenever the Company shall elect, in accordance
with the provisions of the Certificate of Determination relating to the Stock,
 28
to redeem shares of the Stock, it shall (unless otherwise agreed in writing
with the Depositary) mail notice to the Depositary of such redemption not less
than ___ nor more than ___ days prior to the date fixed for redemption.  The
Depositary shall mail notice of such redemption and the simultaneous redemption
of the number of Depositary Shares relating to the Stock to be redeemed not
less than 30 and not more than 60 days prior to the date fixed for redemption
to the holders of record of Receipts evidencing the number of Depositary Shares
to be redeemed.  Each such notice shall state:  (a) the date of such proposed
redemption; (b) the number of Depositary Shares to be redeemed; (c) the
redemption price (which shall include full cumulative dividends thereon to the
redemption date); (d) the place or places where Receipts evidencing Depositary
Shares are to be surrendered for payment of the redemption price; (e) that
dividends in respect of the Stock underlying the Depositary Shares to be
redeemed will cease to accumulate at the close of business on such redemption
date; and (f) that the right to convert Depositary Shares into shares of Common
Stock or other securities will expire at the close of business on the _____ day
preceding the redemption date; the then-effective conversion price and the
place or places where Receipts for such Depositary Shares are to be surrendered
for conversion.  In case less than all the outstanding Depositary Shares are to
be redeemed, the Depositary Shares to be so redeemed shall be selected by lot
or pro rata (subject to rounding to avoid fractions of Depositary Shares) as
may be determined by the Depositary to be equitable.  From and after the date
set for redemption, all dividends in respect of the Depositary Shares so called
for redemption shall cease to accumulate, such Depositary Shares shall no
longer be deemed outstanding and all remaining rights of the holders of
Receipts evidencing such Depositary Shares (except the right to receive the
redemption price and to convert Depositary Shares into Common Stock or other
securities until the close of business on the _______ day preceding the
redemption date) shall cease and terminate.  From and after the redemption
date, upon surrender in accordance with the redemption notice of the Receipts
evidencing any such Depositary Shares (properly endorsed or assigned for
transfer, if the Depositary shall so require), such Depositary Shares shall be
redeemed by the Depositary at a redemption price per share equal to ___________
of the redemption price per share paid in respect of the shares of Stock plus
any money or other property relating thereto.

          [3.] Transfer, Split-ups and Combinations.  This Receipt is
transferable on the books of the Depositary upon surrender of this Receipt to
the Depositary, properly endorsed or accompanied by a properly executed
instrument of transfer, and upon such transfer the Depositary shall execute a
new Receipt to or upon the order of the person entitled thereto, as provided in
the Deposit Agreement.  This Receipt may be split into other Receipts or
 29
combined with other Receipts into one Receipt, representing the same aggregate
number of Depositary Shares as the Receipt or Receipts surrendered.

          [4.] Surrender of Receipts and Withdrawal of Stock, Conversion of
Stock.  Any holder of a Receipt or Receipts evidencing at least ______
Depositary Shares may withdraw the number of whole shares of Stock underlying
such Depositary Shares and all money and other property relating thereto by
surrendering Receipts evidencing such Depositary Shares.  Thereafter, the
Depositary shall deliver to such holder the number of whole shares of Stock and
all money and other property underlying the Depositary Shares evidenced by the
Receipts so surrendered, but holders of such whole shares of Stock will not
thereafter be entitled to deposit such Stock under the Deposit Agreement or to
receive Receipts evidencing Depositary Shares therefor.  If a Receipt delivered
by a holder to the Depositary in connection with such withdrawal shall evidence
a number of Depositary Shares relating to other than a whole number of shares
of Stock, the Depositary shall at the same time, in addition to such number of
whole shares of Stock and such money and other property to be so withdrawn,
deliver to such holder a new Receipt evidencing such excess number of
Depositary Shares.  Delivery of the Stock and money and other property being
withdrawn may be made by delivery of such certificates, documents of title and
other instruments as the Depositary may deem appropriate.

          If the Stock and the money and other property being withdrawn are to
be delivered to a person other than the record holder of the Depositary Shares
evidenced by the Receipts being surrendered, such holder shall deliver a
written order so directing the Depositary.  The Depositary may require that
Receipts surrendered for withdrawal of Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer.

          Delivery of the Stock and the money and other property underlying the
Depositary Shares evidenced by the Receipts surrendered for withdrawal shall be
made by the Depositary at the Depositary's Office, except that, at the request,
risk and expense of the holder surrendering such Receipts and for the account
of such holder, such delivery may be made at such other place as may be
designated by such holder.

          THE HOLDER HEREOF ACKNOWLEDGES THAT THERE MAY BE NO MARKET FOR THE
UNDERLYING STOCK AND THAT UPON WITHDRAWAL OF THE STOCK, THE HOLDER HEREOF WILL
NOT BE ENTITLED THEREAFTER TO DEPOSIT SUCH STOCK UNDER THE DEPOSIT AGREEMENT.

          [INSERT THE FOLLOWING PARAGRAPH IF THE STOCK IS CONVERTIBLE INTO
COMMON STOCK.  IF CONVERTIBLE INTO OTHER SECURITIES, INCLUDE A MODIFIED VERSION
OF THIS PARAGRAPH.]
 30
          The Stock and Depositary Shares are convertible into the Common
Stock.  The Company has agreed in Section 2.04 of the Deposit Agreement to
accept the delivery of Receipts for purposes of effecting conversions of the
Stock utilizing the same procedures as those provided for delivery of
certificates for the Stock to effect such conversions in accordance with the
terms and conditions of the Stock as provided in the Certificate of
Determination.  Any whole number of Depositary Shares (whether or not evenly
divisible by _____) represented by a Receipt may be surrendered for conversion. 
If the Depositary Shares represented by a Receipt are to be converted in part
only, a new Receipt or Receipts will be issued by the Depositary for the
Depositary Shares not to be converted.  No fractional shares of Common Stock
will be issued upon conversion, and if such conversion will result in a
fractional share being issued, an amount will be paid in cash by the Company
equal to the value of the fractional interest based upon the closing price of
the Common Stock on the last business day prior to the conversion.  For this
purpose, a holder of a Receipt or Receipts must surrender such Receipt or
Receipts to the Company, together with a duly completed and executed Notice of
Conversion in the form included herein.  In all cases the foregoing shall be
conditioned upon compliance in full by the holder hereof with the terms and
conditions of the Stock as provided in the Certificate of Determination and the
Deposit Agreement.  As more fully set forth in Section 2.04 of the Deposit
Agreement, no adjustments will be made for accrued dividends upon conversion.

          [5.] Suspension of Delivery, Transfer, etc.  The transfer or
surrender of this Receipt may be suspended during any period when the register
of shareholders of the Company is closed or if any such action is deemed
necessary, or advisable by the Depositary, any Depositary's Agent, or the
Company at any time or from time to time because of any requirement of law or
of any government or governmental body or commission, or under any provision of
the Deposit Agreement.

          [6.] Filing Proofs, Certificates and Other Information.  Any holder
of a Depositary Receipt may be required to file such proof of residence, or
other matters or other information, to execute such certificates and to make
such representations and warranties as the Depositary or the Company may
reasonably deem necessary or proper.  The Depositary or the Company may
withhold the delivery, or delay the registration of transfer, redemption,
exchange or conversion, of any Receipts, the withdrawal of any Stock underlying
Depositary Shares or the distribution of any dividend or other distribution or
the sale of any rights or of the proceeds thereof until such proof or other
information is filed or such certificates are executed or such representations
and warranties are made.

          [7.] Payment of Taxes or Other Governmental Charges.  Except as
otherwise noted herein and in the Deposit Agreement, if any tax or other
 31
governmental charge shall become payable by or on behalf of the Depositary with
respect to this Receipt, such tax (including transfer taxes, if any) or
governmental charge shall be payable by the holder hereof.  Transfer of this
Receipt, any withdrawal of Stock and delivery of all money or other property,
if any, represented by the Depositary Shares evidenced by this Receipt may be
refused until such payment is made, and any dividends, interest payments or
other distributions may be withheld on all or any part of the Stock or other
property relating to this Receipt and not theretofore sold may be sold for the
account of the holder hereof (after attempting by reasonable means to notify
such holder prior to such sale), and such dividends, interest payments or other
distributions or the proceeds of any such sale may be applied to any payment of
such tax or charge, the holder of this Receipt remaining liable for any
deficiency.

          [INSERT THE FOLLOWING PARAGRAPH OR A MODIFIED VERSION THEREOF IF THE
STOCK IS CONVERTIBLE.]

          [8.] Warranty by Company.  The Company has warranted that the Stock
and the Common Stock issuable upon conversion of the Depositary Shares, when
issued, will be validly issued, fully paid and nonassessable.

          [9.] Amendment.  The form of the Receipts and any provisions of the
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such amendment which imposes
or increases any fees, taxes or charges upon holders of Depositary Shares or
Receipts or which materially and adversely alters the existing rights of such
holders shall be effective unless such amendment shall have been approved by
the record holders of Receipts evidencing at least a majority of the Depositary
Shares then outstanding.  Notwithstanding the foregoing, no such amendment may
impair the right of any holder of Depositary Shares or Receipts to receive any
moneys or other property to which such holder may be entitled under the terms
of such Receipts or the Deposit Agreement at the times and in the manner and
amount provided for therein.  A holder of a Receipt at the time any such
amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby.

          [10.]  Charges of Depositary.  The Company will pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements, and all charges of the Depositary in connection with
the initial deposit of the Stock and the initial issuance of the Receipts, any
redemption of the Stock at the option of the Company and any withdrawals of
 32
Stock by holders of the Receipts.  All other transfer and other taxes and other
governmental charges shall be at the expense of holders of Depositary Shares. 
Certain other charges and expenses of the Depositary and any Depositary's Agent
will be paid upon consultation and agreement between the Depositary and the
Company.

          [11.]  Title to Receipts.  This Receipt (and the Depositary Shares
evidenced hereby), when properly endorsed or accompanied by a properly executed
instrument of transfer, is transferable by delivery with the same effect as in
the case of a negotiable instrument; provided, however, that until transfer of
a Receipt shall be registered on the books of the Depositary, the Depositary
may, notwithstanding any notice to the contrary, treat the record holder of
such Receipt at such time as the absolute owner thereof for the purpose of
determining the person entitled to receive distributions of dividends or other
distributions, withdraw any Stock underlying the Depositary Shares, [exercise
any conversion rights] or to receive any notice provided for in the Deposit
Agreement and for all other purposes.

          [12.]  Dividends and Distributions.  Whenever the Depositary receives
any cash dividend or other cash distribution on the Stock, the Depositary will,
subject to the provisions of the Deposit Agreement, make such distribution to
the Receipt holders as nearly as practicable in proportion to the number of
Depositary Shares evidenced by the Receipts held by them; provided, however,
that the amount distributed will be reduced by any amounts required to be
withheld by the Company or the Depositary on account of taxes and governmental
charges.  Other distributions received on the Stock may be distributed to
holders of Receipts as provided in the Deposit Agreement.

          [13.]  Fixing of Record Date.  Whenever any cash dividend or other
cash distribution shall become payable or any distribution other than cash
shall be made, or if rights, preferences or privileges shall at any time be
offered, with respect to Stock, or whenever the Depositary shall receive notice
of any meeting or action to be taken by written consent at or as to which
holders of Stock are entitled to vote or consent, or of which holders of Stock
are entitled to notice, the Depositary shall in each instance fix a record date
(which shall be the record date fixed by the Company with respect to the
Stock), for the determination of the holders of Receipts who shall be entitled
to receive such dividend, distribution, rights, preferences or privileges or
the net proceeds of the sale thereof, or to give instructions for the exercise
of rights to vote or consent at any such meeting, or who shall be entitled to
notice of such meeting or action.

          [14.]  Voting Rights.  Upon receipt of notice of any meeting or
action to be taken by written consent at or as to which holders of Stock are
entitled to vote or consent, the Depositary shall, as soon as practicable
 33
thereafter, mail to the record holders of Receipts a notice which shall contain
(i) such information as is contained in such notice of meeting or action and
(ii) a statement informing holders of Receipts that they may instruct the
Depositary as to the exercise of the voting rights or the giving or refusal of
consent, as the case may be, pertaining to the amount of Stock underlying their
respective Depositary Shares and a brief statement as to the manner in which
such instructions may be given.  Upon the written request of a holder of a
Receipt on the record date (which will be the same date as the record date for
the Stock), the Depositary shall endeavor insofar as practicable to vote or
cause to be voted or give or withhold consent with respect to, the amount of
Stock underlying such Receipt in accordance with the instructions set forth in
such request.  In the absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting or giving consents (but, at
its discretion, not from appearing at any meeting with respect to such Stock
unless directed to the contrary by the holders of a majority of Receipts) to
the extent of the Stock underlying the Depositary Shares evidenced by such
Receipt.

          [15.]  Changes Affecting Deposited Stock.  Upon any change in par
value, split-up, combination or any other reclassification of the Stock or upon
any recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, or upon the sale of the
Company's assets substantially as an entirety, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the
Company, and in such manner as the Depositary may deem equitable, (i) make such
adjustments in (a) the fraction of an interest in one share of Stock underlying
one Depositary Share and (b) the ratio of the redemption price per Depositary
Share to the redemption price of a share of Stock, in each case as may be
necessary fully to reflect the effect of such change and (ii) treat any
securities which shall be received by the Depositary in exchange for or upon
conversion of or in respect of the Stock as new deposited securities so
received in exchange for or upon conversion of or in respect of such Stock.  In
any such case the Depositary may in its discretion, with the approval of the
Company, execute and deliver additional Receipts, or may call for the surrender
of outstanding Receipts to be exchanged for new Receipts specifically
describing such new deposited securities.

          [16.]  Liability and Obligations of the Depositary, the Depositary's
Agents or the Company.  Neither the Depositary nor any Depositary's Agent nor
the Company assumes any obligation or shall be subject to any liability under
the Deposit Agreement to any holder of any Receipt, other than for its gross
negligence or willful misconduct.  Neither the Depositary nor any Depositary's
Agent nor the Company shall incur any liability to any holder of any Receipt if
by reason of any provision of any present or future law or regulation
thereunder of the United States of America or any other governmental authority
 34
or, in the case of the Depositary or any Depositary's Agent, by reason of any
provision, present or future, of the Company's Articles of Incorporation
(including the Certificate of Determination) or by reason of any act of God or
war or other circumstance beyond their control, the Depositary, any
Depositary's Agent or the Company shall be prevented or forbidden from doing or
performing any act or thing which the terms of the Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any Depositary's Agent or
the Company incur any liability to any holder of a Receipt by reason of
nonperformance or delay, caused as aforesaid, in performance of any act or
thing which by the terms of the Deposit Agreement it is provided shall or may
be done or performed, or by reason of any exercise of, or failure to exercise,
any discretion provided for in the Deposit Agreement, other than for its gross
negligence or willful misconduct.  Neither the Depositary nor any Depositary's
Agent nor the Company shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of the Stock, the
Depositary Shares or the Receipts, which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense
and liability be furnished.  The Deposit Agreement contains various other
exculpatory, indemnification and related provisions, to which reference is
hereby made.

          [17.]  Resignation and Removal of Depositary.  The Depositary may at
any time (i) resign by written notice of its election to do so delivered to the
Company, such resignation to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment, or (ii) be removed by the
Company effective upon the appointment of a successor Depositary and its
acceptance of such appointment.

          [18.]  Termination of Deposit Agreement.  The Deposit Agreement may
be terminated by the Company or the Depositary only after the occurrence of any
of the following events:  (i) all outstanding Depositary Shares shall have been
redeemed and any accumulated and unpaid dividends on the Stock represented by
the Depositary Shares, together with all other moneys and property, if any, to
which holders of the related Receipts are entitled under the terms of such
Receipts or the Deposit Agreement, have been paid or distributed as provided in
the Deposit Agreement or provision therefor has been duly made or (ii) there
shall have been made a final distribution in respect of the Stock in connection
with any liquidation, dissolution or winding up of the Company and such
distribution shall have been distributed to the holders of the Receipts [or
(iii) all outstanding Depositary Shares shall have been converted].  Upon the
termination of the Deposit Agreement, the Company shall be discharged from all
obligations thereunder except for its obligations to the Depositary with
respect to indemnification, charges and expenses.
 35
          [19.]  Governing Law.  THIS RECEIPT AND THE DEPOSIT AGREEMENT AND ALL
RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
[CALIFORNIA][NEVADA].

          THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY DEPOSITED
STOCK.  THE DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE
FOREGOING DESCRIPTION WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY
SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT WHICH APPEARS IN THE
RECEIPTS.  THE DEPOSITARY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE
VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY STOCK AT ANY TIME DEPOSITED WITH
THE DEPOSITARY HEREUNDER OR OF THE DEPOSITARY SHARES, AS TO THE VALIDITY OR
SUFFICIENCY OF THE DEPOSIT AGREEMENT, AS TO THE VALUE OF THE DEPOSITARY SHARES
OR AS TO ANY RIGHT, TITLE OR INTEREST OF THE RECORDHOLDERS OF THE RECEIPTS TO
THE DEPOSITARY SHARES.

          THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE COMPANY
IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF
SUCH PREFERENCES AND/OR RIGHTS.  ANY SUCH REQUEST IS TO BE ADDRESSED TO THE
___________ OF THE COMPANY.

          The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship and not as tenants in
          common
UNIF GIFT MIN ACT - ________ Custodian _________
                     (Cust)             (Minor)
                    under the Uniform Gifts to Minors Act _______
                                                          (State)


          Additional abbreviations may also be used though not in the above
list.
 36

For value received, ________________ hereby sell(s), assign(s) and transfer(s)
unto ________________________________________
     (Please insert social security or
     other identifying number of Assignee)


____________________________________________________________
(Please print or typewrite Name and address including postal zip code of
Assignee)

__________ Depositary Shares represented by the within Receipt and all rights
thereunder, and do hereby irrevocably constitute and appoint _____________
Attorney to transfer said Depositary Shares on the books of the within-named
Depositary with full power of substitution in the premises.

Dated:  _______________



______________________________
NOTICE.  The signature(s) to this
assignment must correspond with
the name(s) as written upon the
face of this instrument in every
particular, without alteration
or enlargement or any change
whatever.


SIGNATURE(S) GUARANTEED


By:  _________________________



               [INCLUDE THE FOLLOWING OR A MODIFIED VERSION
                       IF THE STOCK IS CONVERTIBLE]


                           NOTICE OF CONVERSION

          The undersigned holder of this Receipt for Depositary Shares (the
"Depositary Shares") hereby irrevocably exercises the option to convert _______
Depositary Shares evidenced thereby into shares of Common Stock (and any other
applicable securities or property) of the Company in accordance with the terms
and conditions of the Deposit Agreement, dated as of _______, 199_, among the
Company, ___________________________, as Depositary, and the holders from time
to time of Receipts referred to in such Deposit Agreement, and directs that
certificates for the securities deliverable upon such conversion be registered
 37
in the name of and delivered, together with a check in payment for any
fractional shares and any other property deliverable upon which conversion to
the undersigned unless a different name has been indicated below.  If
securities are to be registered in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto.  If the number of Depositary Shares indicated above is less than the
number of Depositary Shares evidenced by this Receipt, the undersigned directs
the Depositary to issue to the undersigned, unless a different name is
indicated below, a new Receipt evidencing the Depositary Shares not so
converted.

Dated:  __________________    Signature _____________________________________
                              NOTE:  The signature(s) to this assignment must
                              correspond with the name(s) as written upon the
                              face of the Receipt in every particular, without
                              alteration or enlargement, or any change
                              whatever.

           (Please print name and address of registered holder)


Name _______________________________________________________
Taxpayer Identification Number _____________________________
Address ____________________________________________________

       (Please indicate other delivery instructions, if applicable)

Name _______________________________________________________
Address ____________________________________________________

                          
 1
                          Form of Indenture
                                   
     
     
     
     
     
     
     
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
     
     
                        SOUTHWEST GAS CORPORATION
                                    
                                    
                                   TO
                                    
                                    
                      ____________________________
                                    
                                              Trustee

                            _______________


                               INDENTURE
     

                      Dated as of September __, 1994
                            
                            _______________
     

                            DEBT SECURITIES
     


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

                     
 2
                       SOUTHWEST GAS CORPORATION
             Certain Sections of this Indenture relating to
               Sections 310 through 318, inclusive, of the
                      Trust Indenture Act of 1939:
                                     
     
     Trust Indenture
       Act Section                              Indenture Section               
     
     Sec. 310(a)(1)   .................    609
             (a)(2)   .................    609
             (a)(3)   .................    Not Applicable
             (a)(4)   .................    Not Applicable
             (b)      .................    608
                                           610
     
     Sec. 311(a)      .................    613
             (b)      .................    613
     Sec. 311(a)      .................    701
                                           702
             (b)      .................    702
             (c)      .................    702
     Sec. 313(a)      .................    703
             (b)      .................    703
             (c)      .................    703
             (d)      .................    703
     Sec. 314(a)      .................    704
             (a)(4)   .................    101
                                           1004
             (b)      .................    Not Applicable
             (c)(1)   .................    102
             (c)(2)   .................    102
             (c)(3)   .................    Not Applicable
             (d)      .................    Not Applicable
             (e)      .................    102
     Sec. 315(a)      .................    601
             (b)      .................    602
             (c)      .................    601
             (d)      .................    601
             (e)      .................    514
     Sec. 316(a)      .................    101
             (a)(1)(A).................    502
                                           512
             (a)(1)(B).................    513
             (a)(2)   .................    Not Applicable
             (b)      .................    508
             (c)      .................    104
                      .................    501
                      .................    502
                      .................    512
                             
                             
                                       i
 3     
     Sec. 317(a)(1)   .................    503
             (a)(2)   .................    504
             (b)      .................    1003
     Sec. 318(a)      .................    107
     
     ____________________
     NOTE:     This reconciliation and tie shall not, for any purpose, be deemed
               to be a part of the Indenture.
     
     
                                      ii 
 4                          
                          TABLE OF CONTENTS
     
                         ____________________
     
                                                                   Page
     
      PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     
      RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . .   1
     
                              ARTICLE ONE
     
                    Definitions and Other Provisions
                         of General Application . . . . . . . . . . . .   1
     
Section 101.  Definitions . . . . . . . . . . . . . . . . . . . . . . .   1
              "Act" . . . . . . . . . . . . . . . . . . . . . . . . . .   2
              "Affiliate" . . . . . . . . . . . . . . . . . . . . . . .   2
              "Authenticating Agent". . . . . . . . . . . . . . . . . .   2
              "Authorized Newspaper". . . . . . . . . . . . . . . . . .   2
              "Bearer Security" . . . . . . . . . . . . . . . . . . . .   2
              "Board of Directors". . . . . . . . . . . . . . . . . . .   2
              "Board Resolution". . . . . . . . . . . . . . . . . . . .   2
              "Business Day". . . . . . . . . . . . . . . . . . . . . .   3
              "Commission". . . . . . . . . . . . . . . . . . . . . . .   3
              "Company" . . . . . . . . . . . . . . . . . . . . . . . .   3
              "Company Request" or "Company Order". . . . . . . . . . .   3
              "Corporate Trust Office". . . . . . . . . . . . . . . . .   3
              "Corporation" . . . . . . . . . . . . . . . . . . . . . .   3
              "Coupon". . . . . . . . . . . . . . . . . . . . . . . . .   3
              "Covenant Defeasance" . . . . . . . . . . . . . . . . . .   3
              "Defaulted Interest". . . . . . . . . . . . . . . . . . .   3
              "Defeasance". . . . . . . . . . . . . . . . . . . . . . .   3
              "Defeasible Series" . . . . . . . . . . . . . . . . . . .   3
              "Depositary". . . . . . . . . . . . . . . . . . . . . . .   4
              "Event of Default". . . . . . . . . . . . . . . . . . . .   4
              "Exchange Act". . . . . . . . . . . . . . . . . . . . . .   4
              "Global Security" . . . . . . . . . . . . . . . . . . . .   4
              "Holder". . . . . . . . . . . . . . . . . . . . . . . . .   4
              "Indenture" . . . . . . . . . . . . . . . . . . . . . . .   4
              "Interest". . . . . . . . . . . . . . . . . . . . . . . .   4
              "Interest Payment Date" . . . . . . . . . . . . . . . . .   4
              "Maturity". . . . . . . . . . . . . . . . . . . . . . . .   4
              "Officers' Certificate" . . . . . . . . . . . . . . . . .   4
              "Opinion of Counsel". . . . . . . . . . . . . . . . . . .   5
              "Original Issue Discount Security". . . . . . . . . . . .   5
              "Outstanding" . . . . . . . . . . . . . . . . . . . . . .   5
              "Paying Agent". . . . . . . . . . . . . . . . . . . . . .   6
              "Person". . . . . . . . . . . . . . . . . . . . . . . . .   6
              "Place of Payment". . . . . . . . . . . . . . . . . . . .   6
             
                                       i
 5             
              "Predecessor Security". . . . . . . . . . . . . . . . . .   6
              "Redemption Date" . . . . . . . . . . . . . . . . . . . .   7
              "Redemption Price". . . . . . . . . . . . . . . . . . . .   7
              "Registered Security" . . . . . . . . . . . . . . . . . .   7
              "Regular Record Date" . . . . . . . . . . . . . . . . . .   7
              "Responsible Officer" . . . . . . . . . . . . . . . . . .   7
              "Securities". . . . . . . . . . . . . . . . . . . . . . .   7
              "Security Register" and "Security Registrar". . . . . . .   7
              "Special Record Date" . . . . . . . . . . . . . . . . . .   7
              "Stated Maturity" . . . . . . . . . . . . . . . . . . . .   7
              "Subsidiary". . . . . . . . . . . . . . . . . . . . . . .   8
              "Trustee" . . . . . . . . . . . . . . . . . . . . . . . .   8
              "Trust Indenture Act" . . . . . . . . . . . . . . . . . .   8
              "U.S. Government Obligations" . . . . . . . . . . . . . .   8
              "Vice President". . . . . . . . . . . . . . . . . . . . .   8
     
Section 102.  Compliance Certificates and Opinions. . . . . . . . . . .   8
     
Section 103.  Form of Documents Delivered to Trustee. . . . . . . . . .   9
     
Section 104.  Acts of Holders; Record Dates . . . . . . . . . . . . . .  10
     
Section 105.  Notices, Etc., to Trustee and Company . . . . . . . . . .  12
     
Section 106.  Notice to Holders; Waiver . . . . . . . . . . . . . . . .  12
     
Section 107.  Conflict with Trust Indenture Act . . . . . . . . . . . .  14
     
Section 108.  Effect of Headings and Table of Contents. . . . . . . . .  14
     
Section 109.  Successors and Assigns. . . . . . . . . . . . . . . . . .  14
     
Section 110.  Separability Clause . . . . . . . . . . . . . . . . . . .  14
     
Section 111.  Benefits of Indenture . . . . . . . . . . . . . . . . . .  14
     
Section 112.  Governing Law . . . . . . . . . . . . . . . . . . . . . .  14
     
Section 113.  Legal Holidays. . . . . . . . . . . . . . . . . . . . . .  15
     
     
                             ARTICLE TWO
     
                            Security Forms. . . . . . . . . . . . . . .  15
     
Section 201.  Forms Generally . . . . . . . . . . . . . . . . . . . . .  15
     
     ____________________
     NOTE:     This table of contents shall not, for any purpose, be deemed to
               be a part of the Indenture.

                                      ii
 6
Section 202.  Form of Legend for Global Securities. . . . . . . . . . .  16
     
Section 203.  Form of Trustee's Certificate of Authentication . . . . .  17
     
     
                             ARTICLE THREE
     
                             The Securities . . . . . . . . . . . . . .  17
     
Section 301.  Amount Unlimited; Issuable in Series. . . . . . . . . . .  17
     
Section 302.  Denominations . . . . . . . . . . . . . . . . . . . . . .  20
     
Section 303.  Execution, Authentication, Delivery and Dating. . . . . .  20
     
Section 304.  Temporary Securities. . . . . . . . . . . . . . . . . . .  22
     
Section 305.  Registration, Registration of
              Transfer and Exchange . . . . . . . . . . . . . . . . . .  23
     
Section 307.  Payment of Interest; Interest Rights Preserved. . . . . .  27
     
Section 308.  Persons Deemed Owners . . . . . . . . . . . . . . . . . .  29
     
Section 309.  Cancellation. . . . . . . . . . . . . . . . . . . . . . .  30
     
Section 310.  Computation of Interest . . . . . . . . . . . . . . . . .  30
     
                              ARTICLE FOUR
     
                       Satisfaction and Discharge . . . . . . . . . . .  30
     
Section 401.  Satisfaction and Discharge of Indenture . . . . . . . . .  30
     
Section 402.  Application of Trust Money. . . . . . . . . . . . . . . .  32
     
                              ARTICLE FIVE
     
                                Remedies. . . . . . . . . . . . . . . .  32
     
Section 501.  Events of Default . . . . . . . . . . . . . . . . . . . .  32
     
     ____________________
     NOTE:    This table of contents shall not, for any purpose, be deemed to
              be part of the Indenture.

                                      iii
 7
Section 502.  Acceleration of Maturity; Rescission and Annulment. . . .  35
     
Section 503.  Collection of Indebtedness and Suits for Enforcement
              by Trustee. . . . . . . . . . . . . . . . . . . . . . . .  37
     
Section 504.  Trustee May File Proofs of Claim. . . . . . . . . . . . .  37
     
Section 505.  Trustee May Enforce Claims 
              Without Possession of Securities. . . . . . . . . . . . .  38
     
Section 506.  Application of Money Collected. . . . . . . . . . . . . .  38
     
Section 507.  Limitation on Suits . . . . . . . . . . . . . . . . . . .  39
     
Section 508.  Unconditional Right of Holders to
              Receive Principal, Premium and Interest . . . . . . . . .  40
     
Section 509.  Restoration of Rights and Remedies. . . . . . . . . . . .  40
     
Section 510.  Rights and Remedies Cumulative. . . . . . . . . . . . . .  40
     
Section 511.  Delay or Omission Not Waiver. . . . . . . . . . . . . . .  40
     
Section 512.  Control by Holders. . . . . . . . . . . . . . . . . . . .  41
     
Section 513.  Waiver of Past Defaults . . . . . . . . . . . . . . . . .  41
     
Section 514.  Undertaking for Costs . . . . . . . . . . . . . . . . . .  42
     
Section 515.  Waiver of Usury, Stay or Extension Laws . . . . . . . . .  42
     
                              ARTICLE SIX
     
                              The Trustee . . . . . . . . . . . . . . .  43
     
Section 601.  Certain Duties and Responsibilities . . . . . . . . . . .  43
     
Section 602.  Notice of Defaults. . . . . . . . . . . . . . . . . . . .  43
     
Section 603.  Certain Rights of Trustee . . . . . . . . . . . . . . . .  43
     
Section 604.  Not Responsible for Recitals or Issuance of Securities. .  44

     ____________________
     NOTE:    This table of contents shall not, for any purpose, be deemed to
              be part of the Indenture.

                                      iv
 8
Section 605.  May Hold Securities or Coupons. . . . . . . . . . . . . .  45
     
Section 606.  Money Held in Trust . . . . . . . . . . . . . . . . . . .  45
     
Section 607.  Compensation and Reimbursement. . . . . . . . . . . . . .  45
     
Section 608.  Disqualification; Conflicting Interests . . . . . . . . .  46
     
Section 609.  Corporate Trustee Required; Eligibility . . . . . . . . .  46
     
Section 610.  Resignation and Removal;
              Appointment of Successor. . . . . . . . . . . . . . . . .  46
     
Section 611.  Acceptance of Appointment by Successor. . . . . . . . . .  48
     
Section 612.  Merger, Conversion, Consolidation
              or Succession to Business . . . . . . . . . . . . . . . .  49
     
Section 613.  Preferential Collection  
              of Claims Against Company . . . . . . . . . . . . . . . .  50
     
Section 614.  Appointment of Authenticating Agent . . . . . . . . . . .  50
     
                            ARTICLE SEVEN
     
          Holders' Lists and Reports by Trustee and Company . . . . . .  52
     
Section 701.  Company to Furnish Trustee
              Names and Addresses of Holders. . . . . . . . . . . . . .  52
     
Section 702.  Preservation of Information;
              Communications to Holders . . . . . . . . . . . . . . . .  52
     
Section 703.  Reports by Trustee. . . . . . . . . . . . . . . . . . . .  53
     
Section 704.  Reports by Company. . . . . . . . . . . . . . . . . . . .  53
     
                            ARTICLE EIGHT
     
         Consolidation, Merger, Conveyance, Transfer or Lease . . . . .  53
     
Section 801.  Company May Consolidate, 
              Etc., Only on Certain Terms . . . . . . . . . . . . . . .  53
     
Section 802.  Successor Substituted . . . . . . . . . . . . . . . . . .  55
     
                             ARTICLE NINE
     
                       Supplemental Indentures. . . . . . . . . . . . .  55
     
     ____________________
     NOTE:    This table of contents shall not, for any purpose, be deemed to
              be part of the Indenture.

                                       v
 9
Section 901.  Supplemental Indentures Without Consent of Holders. . . .  55
     
Section 902.  Supplemental Indentures
              with Consent of Holders . . . . . . . . . . . . . . . . .  56
     
Section 903.  Execution of Supplemental Indentures. . . . . . . . . . .  58
     
Section 904.  Effect of Supplemental Indentures . . . . . . . . . . . .  58
     
Section 905.  Conformity with Trust Indenture Act . . . . . . . . . . .  58
     
Section 906.  Reference in Securities to Supplemental Indentures. . . .  58
     
                             ARTICLE TEN
     
                              Covenants . . . . . . . . . . . . . . . .  59
     
Section 1001. Payment of Principal, Premium and Interest. . . . . . . .  59
     
Section 1002. Maintenance of Office or Agency . . . . . . . . . . . . .  59
     
Section 1003. Money for Securities 
              Payments to Be Held in Trust. . . . . . . . . . . . . . .  60
     
Section 1004. Statement by Officers as to Default . . . . . . . . . . .  61

Section 1005. Existence . . . . . . . . . . . . . . . . . . . . . . . .  62
     
Section 1006. Maintenance of Properties . . . . . . . . . . . . . . . .  62
     
Section 1007. Payment of Taxes and Other Claims . . . . . . . . . . . .  62
     
                            ARTICLE ELEVEN
     
                       Redemption of Securities . . . . . . . . . . . .  63
     
Section 1101. Applicability of Article. . . . . . . . . . . . . . . . .  63
     
Section 1102. Election to Redeem; Notice to Trustee . . . . . . . . . .  63
     
Section 1103. Selection by Trustee of 
              Securities to Be Redeemed . . . . . . . . . . . . . . . .  63
     
Section 1104. Notice of Redemption. . . . . . . . . . . . . . . . . . .  64
     
     ____________________
     NOTE:    This table of contents shall not, for any purpose, be deemed to
              be part of the Indenture.

                                      vi
 10
Section 1105. Deposit of Redemption Price . . . . . . . . . . . . . . .  65
     
Section 1106. Securities Payable on Redemption Date . . . . . . . . . .  65
     
Section 1107. Securities Redeemed in Part . . . . . . . . . . . . . . .  66
     
                            ARTICLE TWELVE
     
                            Sinking Funds . . . . . . . . . . . . . . .  67
     
Section 1201. Applicability of Article. . . . . . . . . . . . . . . . .  67
     
Section 1202. Satisfaction of Sinking 
              Fund Payments with Securities . . . . . . . . . . . . . .  67
     
Section 1203. Redemption of Securities for Sinking Fund . . . . . . . .  67
     
                           ARTICLE THIRTEEN
     
                  Defeasance and Covenant Defeasance. . . . . . . . . .  68
     
Section 1301. Company's Option to Effect 
              Defeasance or Covenant Defeasance . . . . . . . . . . . .  68
     
Section 1302. Defeasance and Discharge. . . . . . . . . . . . . . . . .  68
     
Section 1303. Covenant Defeasance . . . . . . . . . . . . . . . . . . .  69
     
Section 1304. Conditions to Defeasance 
              or Covenant Defeasance. . . . . . . . . . . . . . . . . .  69
     
Section 1305. Deposited Money and U.S. Government 
              Obligations to be Held in Trust;             
              Other Miscellaneous Provisions. . . . . . . . . . . . . .  72
     
Section 1306. Reinstatement . . . . . . . . . . . . . . . . . . . . . .  73
     
                           ARTICLE FOURTEEN
     
     
                  Meetings of Holders of Securities . . . . . . . . . .  73
     
Section 1401. Purpose for Which Meetings May be Called. . . . . . . . .  73
     
Section 1402. Call, Notice and Place of Meetings. . . . . . . . . . . .  73
     
     ____________________
     NOTE:    This table of contents shall not, for any purpose, be deemed to
              be part of the Indenture.

                                      vii
 11
Section 1403. Persons Entitled to Vote at Meetings. . . . . . . . . . .  74
     
Section 1404. Quorum; Action. . . . . . . . . . . . . . . . . . . . . .  74
     
Section 1405. Determination of Voting Rights; 
              Conduct and Adjournment of Meetings . . . . . . . . . . .  75
     
Section 1406. Counting Votes and Recording Action of Meetings . . . . .  76
     
     ____________________
     NOTE:    This table of contents shall not, for any purpose, be deemed to
              be part of the Indenture.

                                     viii
 12
        INDENTURE, dated as of September __, 1994, between Southwest Gas
Corporation, a corporation duly organized and existing under the laws of
the State of California (herein called the "Company"), having its principal
office at 5241 Spring Mountain Road, P. O. Box 98510, Las Vegas, Nevada
89193-98510, and _______________________________, a corporation duly
organized and existing under the laws of  _____________, as Trustee (herein
called the "Trustee").

                            RECITALS OF THE COMPANY

        The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.

        All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series
thereof, as follows:


                                ARTICLE ONE

                     Definitions and Other Provisions
                          of General Application

Section 101. Definitions.

        For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

        (1)  the terms defined in this Article have the meanings assigned
   to them in this Article and include the plural as well as the singular;

        (2)  all other terms used herein which are defined in the Trust
   Indenture Act, either directly or by reference therein, have the
   meanings assigned to them therein;

        (3)  all accounting terms not otherwise defined herein have the
   meanings assigned to them in accordance with generally accepted
   accounting principles, and, except as otherwise herein expressly
   provided, the term "generally accepted accounting principles" with
 13   
   respect to any computation required or permitted hereunder shall mean
   such accounting principles as are generally accepted at the date of
   such computation;

        (4)  the words "Article" and "Section" refer to an Article and Section, 
   respectively, of this Indenture; and

        (5)  the words "herein", "hereof" and "hereunder" and other words of 
   similar import refer to this Indenture as a whole and not to any particular 
   Article, Section or other subdivision.

        "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

        "Affiliate" of any specified Person means any other Person directly or 
indirectly controlling or controlled by or under direct or indirect common 
control with such specified Person.  For the purposes of this definition, 
"control" when used with respect to any specified Person means the power to 
direct the management and policies of such Person, directly or indirectly, 
whether through the ownership of voting securities, by contract or otherwise; 
and the terms "controlling" and "controlled" have meanings correlative to the 
foregoing.

        "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

        "Authorized Newspaper" means a newspaper, in an official language
of the place of publication or in the English language, customarily
published on each day that is a Business Day in the place of publication,
and of general circulation in each place in connection with which the term
is used or in the financial community of each such place.  Where successive
publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers
in the same city meeting the foregoing requirements and in each case on any
day that is a Business Day in the place of publication.

        "Bearer Security" means any Security in the form established pursuant 
to Section 201 which is payable to bearer.

        "Board of Directors" means either the board of directors of the Company 
or any duly authorized committee of that board.

        "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted
 14
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

        "Business Day", when used with respect to any Place of Payment, means 
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close or such other day as provided in or pursuant to an 
Officers' Certificate or supplemental indenture referred to in Section 301.

        "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act or, if at any
time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties at such time.

        "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor Person.

        "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

        "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall
be administered.

        "Corporation" means a corporation, association, company, joint-
stock company or business trust.

        "Coupon" means any interest coupon appertaining to a Bearer
Security.

        "Covenant Defeasance" has the meaning specified in Section 1303.

        "Defaulted Interest" has the meaning specified in Section 307.

        "Defeasance" has the meaning specified in Section 1302.

        "Defeasible Series" has the meaning specified in Section 1301.
 15
        "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities,
a clearing agency registered under the Exchange Act that is designated to
act as Depositary for such Securities as contemplated by Section 301.

        "Event of Default" has the meaning specified in Section 501.

        "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any statute successor thereto.

        "Global Security" means a Security that evidences all or part of
the Securities of any series and is authenticated and delivered to, and
registered in the name of, the Depositary for such Securities or a nominee
thereof.

        "Holder", in the case of any Registered Security, means a Person
in whose name such Security is registered in the Security Register and, in
the case of any Bearer Security, means the bearer thereof and, in the case
of any Coupon, means the bearer thereof.

        "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this instrument, and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively.  The term "Indenture" shall also include the terms
of particular series of Securities established as contemplated by
Section 301.

        "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

        "Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an instalment of interest on such Security.

        "Maturity", when used with respect to any Security, means the
date on which the principal of such Security or an instalment of principal
becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.

        "Officers' Certificate" means a certificate signed by the
President or a Vice President, and by the Treasurer, an Assistant
 16
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.  One of the officers signing an Officers'
Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.

        "Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company, and who shall be acceptable to the Trustee
(which acceptance shall not  unreasonably be withheld).

        "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502.

        "Outstanding", when used with respect to Securities, means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

        (1)  Securities theretofore cancelled by the Trustee or delivered
    to the Trustee for cancellation;

        (2)  Securities for whose payment or redemption money in the
    necessary amount has been theretofore deposited with the Trustee or
    any Paying Agent (other than the Company) in trust or set aside and
    segregated in trust by the Company (if the Company shall act as its
    own Paying Agent) for the Holders of such Securities and any Coupons
    appertaining thereto; provided that, if such Securities are to be
    redeemed, notice of such redemption has been duly given pursuant to
    this Indenture or provision therefor satisfactory to the Trustee has
    been made;

        (3)  Securities as to which Defeasance has been effected pursuant
    to Section 1302; and

        (4)  Securities which have been paid pursuant to Section 306 or
    in exchange for or in lieu of which other Securities have been
    authenticated and delivered pursuant to this Indenture, other than any
    such Securities in respect of which there shall have been presented to
    the Trustee proof satisfactory to it that such Securities are held by
    a bona fide purchaser in whose hands such Securities are valid
    obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
(A) the principal amount of an Original Issue Discount Security that shall
 17
be deemed to be Outstanding shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) the principal amount of a Security denominated in one or more foreign
currencies or currency units shall be the U.S. dollar equivalent,
determined in the manner provided as contemplated by Section 301 on the
date of original issuance of such Security, of the principal amount (or, in
the case of an Original Issue Discount Security, the U.S. dollar equivalent
on the date of original issuance of such Security of the amount determined
as provided in Clause (A) above) of such Security, and (C) Securities owned
by the Company or any other obligor upon the Securities or any Subsidiary
of the Company or of such other obligor shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee
knows to be so owned shall be so disregarded.  Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Coupon appertaining
thereto or any Subsidiary of the Company or of such other obligor.

        "Paying Agent" means any Person authorized by the Company to pay
the principal of or any premium or interest on any Securities or any Coupon
on behalf of the Company.

        "Person" means any individual, corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

        "Place of Payment", when used with respect to the Securities of
any series, means the place or places where the principal of and any
premium and interest on the Securities of that series are payable as
specified as contemplated by Section 301.

        "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
or any Security to which a mutilated, destroyed, lost or stolen Coupon
 18
appertains shall be deemed to evidence the same debt as the lost,
destroyed, mutilated or stolen Security or the Security to which a
mutilated, destroyed, lost or stolen Coupon appertains.

        "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

        "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

        "Registered Security" means any Security established pursuant to
Section 201 which is registered in the Security Register.

        "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date means the date specified for that
purpose as contemplated by Section 301.

        "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the
chairman or any vice-chairman of the executive committee of the board of
directors, the chairman of the trust committee, the president, any vice
president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer
or assistant trust officer, the controller or any assistant controller or
any other officer of the Trustee customarily performing functions similar
to those performed by any of the above designated officers and also means,
with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

        "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

        "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

        "Special Record Date" for the payment of any Defaulted Interest
on any Registered Security means a date fixed by the Trustee pursuant to
Section 307.

        "Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such instalment of principal or interest is due and payable.
 19
        "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.  For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

        "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become
such with respect to one or more series of Securities pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee hereunder, and if at any
time there is more than one such Person, "Trustee" as used with respect to
the Securities of any series shall mean exclusively the Trustee with
respect to Securities of that series.

        "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

        "U.S. Government Obligations" has the meaning specified in
Section 1304. 

        "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or
a word or words added before or after the title "vice president".

Section 102.   Compliance Certificates and Opinions.

        Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act.  Each such certificate or opinion shall be
given in the form of an Officers' Certificate, if to be given by an officer
of the Company, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other
requirements set forth in this Indenture.

        Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include
 20
        (1)  a statement that each individual signing such certificate or
    opinion has read such covenant or condition and the definitions herein
    relating thereto;

        (2)  a brief statement as to the nature and scope of the
    examination or investigation upon which the statements or opinions
    contained in such certificate or opinion are based;

        (3)  a statement that, in the opinion of each such individual, he
    has made such examination or investigation as is necessary to enable
    him to express an informed opinion as to whether or not such covenant
    or condition has been complied with; and

        (4)  a statement as to whether, in the opinion of each such
    individual, such condition or covenant has been complied with.

Section 103.   Form of Documents Delivered to Trustee.

        In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or
several documents.

        Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or
in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous.  Any such certificate or
opinion of counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

        Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.
 21
Section 104.   Acts of Holders; Record Dates.

        Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person
or by agent duly appointed in writing.  If, but only if, Securities of a
series are issuable as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Holders of Securities of such
series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders
of Securities of such series duly called and held in accordance with the
provisions of Article Fourteen, or a combination of such instruments and
any such record.  Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company.  Such instrument or instruments and any such
record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument
or instruments or so voting at any such meeting.  Proof of execution of any
such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if
made in the manner provided in this Section.  The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section
1406.

        The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof.  Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his authority.  The fact and date
of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

        The ownership, principal amount and serial number of Registered
Securities shall be proved by the Security Register.

        The ownership, principal amount and serial number of Bearer
Securities held by any person may be proved by the production of such
 22
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the
Company, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if
such certificate or affidavit is deemed by the Trustee to be satisfactory. 
The Trustee and the Company may assume that such ownership of any Bearer
Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or
(2) such Bearer Security is produced to the Trustee by some other Person,
or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding.  The
ownership of Bearer Securities held by the Person so executing such
instrument or writing and the date of the commencement and the date of the
termination of holding the same may also be proved in any other manner
which the Trustee deems sufficient.

        Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

        The Company may, in the circumstances permitted by the Trust
Indenture Act, set any day as the record date for the purpose of
determining the Holders of Outstanding Registered Securities of any series
entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action or permitted by this Indenture to
be given or taken by Holders of Securities of such series.  With regard to
any record date set pursuant to this paragraph, the Holders of Outstanding
Registered Securities of the relevant series on such record date (or their
duly appointed agents), and only such Persons, shall be entitled to give or
take the relevant action, whether or not such Holders remain Holders after
such record date.  With regard to any action that may be given or taken
hereunder only by Holders of a requisite principal amount of Outstanding
Securities of any series (or their duly appointed agents) and for which a
record date is set pursuant to this paragraph, the Company may, at its
option, set an expiration date after which no such action purported to be
given or taken by any Holder shall be effective hereunder unless given or
taken on or prior to such expiration date by Holders of the requisite
 23
principal amount of Outstanding Registered Securities of such series on
such record date (or their duly appointed agents).  On or prior to any
expiration date set pursuant to this paragraph, the Company may, on one or
more occasions at its option, extend such date to any later date.  Nothing
in this paragraph shall prevent any Holder (or any duly appointed agent
thereof) from giving or taking, after any expiration date, any action
identical to, or, at any time, contrary to or different from, any action
given or taken, or purported to have been given or taken, hereunder by a
Holder on or prior to such date, in which event the Company may set a
record date in respect thereof pursuant to this paragraph.  Notwithstanding
the foregoing or the Trust Indenture Act, the Company shall not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, any action to be given or taken by Holders pursuant to Sections
501, 502 or 512.  

        Without limiting the foregoing, a Holder entitled hereunder to
give or take any action hereunder with regard to any particular Security
may do so with regard to all or any part of the principal amount of such
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any different part of
such principal amount.

Section 105.   Notices, Etc., to Trustee and Company.

        Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

        (1)  the Trustee by any Holder or by the Company shall be
    sufficient for every purpose hereunder if made, given, furnished or
    filed in writing to or with the Trustee at its Corporate Trust Office,
    or

        (2)  the Company by the Trustee or by any Holder shall be
    sufficient for every purpose hereunder (unless otherwise herein
    expressly provided) if in writing and mailed, first-class postage
    prepaid, to the Company addressed to it to the attention of its
    Treasurer at the address of its principal office specified in the
    first paragraph of this instrument or at any other address previously
    furnished in writing to the Trustee by the Company.

Section 106.   Notice to Holders; Waiver.

        Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of
Securities of any event,
 24
        (1)  such notice shall be sufficiently given to Holders of
    Registered Securities if in writing and mailed, first-class postage
    prepaid, to each Holder of a Registered Security affected by such
    event, at his address as it appears in the Security Register, not
    later than the latest date, and not earlier than the earliest date,
    prescribed for the giving of such Notice; and

        (2)  such notice shall be sufficiently given to Holders of Bearer
    Securities, if any, if published in an Authorized Newspaper in The
    City of New York and, if such Securities are then listed on any stock
    exchange outside the United States, in an Authorized Newspaper in such
    city as the Company shall advise the Trustee that such stock exchange
    so requires, on a Business Day at least twice, the first such
    publication to be not earlier than the earliest date and not later
    than the latest date prescribed for the giving of such notice.

        In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder of a Registered Security
shall affect the sufficiency of such notice with respect to other Holders
of Registered Securities or the sufficiency of any notice to Holders of
Bearer Securities given as provided herein.  Any notice which is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given or provided.  In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for
every purpose hereunder.

        In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other
cause it shall be impracticable to publish any notice to Holders of Bearer
Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall
constitute sufficient notice to such Holders for every purpose hereunder. 
Neither the  failure to give notice by publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice mailed to Holders of Registered
Securities as provided above.

        Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders of Securities
 25
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

Section 107.   Conflict with Trust Indenture Act.

        If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be
a part of and govern this Indenture, the latter provision shall control. 
If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

Section 108.   Effect of Headings and Table of Contents.

        The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

Section 109.   Successors and Assigns.

        All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

Section 110.   Separability Clause.

        In case any provision in this Indenture, any Security or any
Coupon shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

Section 111.   Benefits of Indenture.

        Nothing in this Indenture, the Securities or any Coupon, express
or implied, shall give to any Person (including any Paying Agent or
Authenticating Agent appointed pursuant to Section 614), other than the
parties hereto and their successors hereunder and the Holders of Securities
or Coupons, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

Section 112.   Governing Law.

        This Indenture, the Securities and any Coupons shall be governed
by and construed in accordance with the law of the State of New York, but
without regard to principles of conflicts of laws.
 26
Section 113.   Legal Holidays.

        In any case where any Interest Payment Date, Redemption Date,
Repurchase Date or Stated Maturity of any Security shall not  be a Business
Day at any Place of Payment, then (notwithstanding any other provision of
this Indenture, any Security or any Coupon other than a provision of the
Security or Coupon which specifically states that such provision shall
apply in lieu of this Section) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment
Date, Redemption Date, Repurchase Date, or at the Stated Maturity, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date, Repurchase Date or Stated Maturity, as the
case may be.


                                ARTICLE TWO

                              Security Forms

Section 201.   Forms Generally.

        Each Registered Security, Bearer Security, Coupon and Global
Security issued pursuant to this Indenture shall be in substantially the
form established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted
by or pursuant to this Indenture or any indenture supplemental hereto and
may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistent herewith, be
determined by the officers executing such Security or Coupon as evidenced
by their execution of such Security or Coupon.  If the form of Securities
of any series or Coupons is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.  If all of the Securities of any series and Coupons established
by action taken pursuant to a Board Resolution are not to be issued at one
time, it shall not be necessary to deliver a record of such action at the
time of issuance of each Security of such series, but an appropriate record
of such action shall be delivered at or before the time of issuance of the
first Security of such series.
 27
        Unless otherwise provided in or pursuant to this Indenture, the
Securities shall be issuable in registered form without Coupons.

        Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by an combination of these methods or
may be produced in any other manner, all as determined by the officers of
the Company executing such Securities or Coupons, as evidenced by their
execution of such Securities or Coupons.

Section 202.   Form of Legend for Global Securities.

        Every Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:

        This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary.  This Global Security is
exchangeable for Securities registered in the name of a Person other than
the Depositary or its nominee only in the limited circumstances described
in the Indenture, and no transfer of this Security (other than a transfer
of this Security as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in such limited
circumstances.  Every Security delivered upon registration of transfer of,
or in exchange for, or in lieu of, this Global Security shall be a Global
Security subject to the foregoing, except in the limited circumstances
described above.

        Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Company or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is to be made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
 28
Section 203.   Form of Trustee's Certificate of Authentication.

        The Trustee's certificates of authentication shall be in
substantially the following form:

        This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                   _____________________________
                                                      As Trustee


                                   By...........................
                                              Authorized Officer


                               ARTICLE THREE

                              The Securities

Section 301.   Amount Unlimited; Issuable in Series.

        The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

        The Securities may be issued in one or more series.  There shall
be established in or pursuant to a Board Resolution and, subject to
Section 303, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

        (1)  the title of the Securities of the series (which shall
    distinguish the Securities of the series from Securities of any other
    series);

        (2)  any limit upon the aggregate principal amount of the
    Securities of the series which may be authenticated and delivered
    under this Indenture (except for Securities authenticated and
    delivered upon registration of transfer of, or in exchange for, or in
    lieu of, other Securities of the series pursuant to Section 304, 305,
    306, 906 or 1107 and except for any Securities which, pursuant to
    Section 303, are deemed never to have been authenticated and delivered
    hereunder);

        (3)  the Person to whom any interest on a Registered Security of
    the series shall be payable, if other than the Person in whose name
    that Registered Security (or one or more Predecessor Securities) is
 29
    registered at the close of business on the Regular Record Date for
    such interest;

        (4)  the date or dates on which the principal of the Securities
    of the series is payable;

        (5)  the rate or rates at which the Securities of the series
    shall bear interest, if any, the date or dates from which such
    interest shall accrue, the Interest Payment Dates on which any such
    interest shall be payable and the Regular Record Date for any interest
    payable on any Interest Payment Date;

        (6)  the place or places where the principal of and any premium
    and interest on Securities of the series shall be payable;

        (7)  the period or periods within which, the price or prices at
    which and the terms and conditions upon which Securities of the series
    may be redeemed, in whole or in part, at the option of the Company;

        (8)  the obligation, if any, of the Company to redeem or purchase
    Securities of the series pursuant to any sinking fund or analogous
    provisions or at the option of a Holder thereof and the period or
    periods within which, the price or prices at which and the terms and
    conditions upon which Securities of the series shall be redeemed or
    purchased, in whole or in part, pursuant to such obligation;

        (9)  if other than denominations of $1,000 and any integral
    multiple thereof, the denominations in which Securities of the series
    shall be issuable;

        (10)  the currency, currencies or currency units in which payment
    of the principal of and any premium and interest on any Securities of
    the series shall be payable if other than the currency of the United
    States of America and the manner of determining the equivalent thereof
    in the currency of the United States of America for purposes of the
    definition of "Outstanding" in Section 101;

        (11)  if the amount of payments of principal of or any premium or
    interest on any Securities of the series may be determined with
    reference to an index, the manner in which such amounts shall be
    determined;

        (12)  if the principal of or any premium or interest on any
    Securities of the series is to be payable, at the election of the
    Company or a Holder thereof, in one or more currencies or currency
 30    
    units other than that or those in which the Securities are stated to
    be payable, the currency, currencies or currency units in which
    payment of the principal of and any premium and interest on Securities
    of such series as to which such election is made shall be payable, and
    the periods within which and the terms and conditions upon which such
    election is to be made;

        (13)  if other than the principal amount thereof, the portion of
    the principal amount of Securities of the series which shall be
    payable upon declaration of acceleration of the Maturity thereof
    pursuant to Section 502;

        (14)  if applicable, that the Securities of the series shall be
    defeasible as provided in Article Thirteen;

        (15)  if and as applicable, that the Securities of the series
    shall be issuable in whole or in part in the form of one or more
    Global Securities and, in such case, the Depositary or Depositaries
    for such Global Security or Global Securities and any circumstances
    other than those set forth in Section 305 in which any such Global
    Security may be transferred to, and registered and exchanged for
    Securities registered in the name of, a Person other than the
    Depositary for such Global Security or a nominee thereof and in which
    any such transfer may be registered;

        (16)  the provisions, if any, relating to the conversion or
    exchange of the Securities of any series into Securities of another
    series or into any other debt or equity securities;

        (17)  if such Securities are to be issuable other than solely as
    Registered Securities (whether as Bearer Securities or alternatively
    as Bearer Securities or Registered Securities), and if such Securities
    are to be issued as Bearer Securities, whether the Bearer Securities
    are to be issuable with Coupons, without Coupons or both, and any
    restrictions applicable to the offer, sale or delivery of the Bearer
    Securities and the terms, if any, upon which Bearer Securities may be
    exchanged for Registered Securities and vice versa and the date as of
    which any such Bearer Security shall be dated (if other than its date
    of authentication);

        (18)  any deletions from, modifications of or additions to the
    Events of Default or covenants of the Company with respect to
    Securities of any series, whether or not such Events of Default or
    covenants are consistent with the Events of Default or covenants set
    forth herein;
 31
        (19)  the identity of the Trustee for the Securities of the
    series, and the identity of each Paying Agent and Securities Registrar
    for the Securities of the series; and

        (20)  any other terms of the series (which terms shall not be
    inconsistent with the provisions of this Indenture, except as
    permitted by Section 901(5)).

        All Securities of any one series and all Coupons, if any,
appertaining to Bearer Securities of such series shall be substantially
identical except as to denomination and except as may otherwise be provided
in or pursuant to the Board Resolution referred to above and (subject to
Section 303) set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any such indenture
supplemental hereto.

        If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

Section 302.   Denominations.

        In the absence of any specified denomination with respect to the
Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

Section 303.   Execution, Authentication, Delivery and Dating.

        The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant Secretaries.  Coupons
shall be executed on behalf of the Company by its Treasurer or any
Assistant Treasurer.  The signature of any of these officers on the
Securities or any Coupon may be manual or facsimile.

        Securities and any Coupons appertaining thereto bearing the
manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Securities or did not hold such
offices at the date of such Securities.

        At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any
 32
series, together with Coupons appertaining thereto, executed by the Company
to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities.  If the form or terms of the Securities of the series and any
Coupons appertaining thereto have been established in or pursuant to one or
more Board Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities and
any Coupons appertaining thereto, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating,

        (1)  if the form of such Securities and Coupons, if any, have
    been established by or pursuant to Board Resolution as permitted by
    Section 201, that such form or forms have been established in
    conformity with the provisions of this Indenture;

        (2)  if the terms of such Securities and Coupons, if any, have
    been established by or pursuant to Board Resolution as permitted by
    Section 301, that such terms have been established in conformity with
    the provisions of this Indenture; and

        (3)  that such Securities and Coupons, if any, when authenticated
    and delivered by the Trustee and issued by the Company in the manner
    and subject to any conditions specified in such Opinion of Counsel,
    will constitute valid and legally binding obligations of the Company
    enforceable in accordance with their terms, subject to bankruptcy,
    insolvency, fraudulent transfer, reorganization, moratorium and
    similar laws of general applicability relating to or affecting
    creditors' rights and to general equity principles.

        If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

        Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or prior to the time of authentication of each Security of
 33
such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series
to be issued.

        Each Registered Security shall be dated the date of its
authentication.  Each Bearer Security shall be dated as of the date
specified pursuant to Section 301.

        No Security or Coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.  Except as permitted by Section 306 or 307, the Trustee shall
not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled. 
Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 304.   Temporary Securities.

        Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form or, if
authorized in or pursuant to this Indenture, in bearer form with one or
more Coupons or without Coupons and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing
such Securities may determine, as evidenced by their execution of such
Securities.

        Every temporary Security shall be executed by the Company and
authenticated by the Trustee and registered by the Security Registrar, upon
the same conditions, and with like effect, as a definitive Security.

        If temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay.  After the preparation of definitive Securities of such
 34
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place
of Payment for that series, without charge to the Holder.  Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any unmatured Coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and
tenor; provided, however, that no definitive Bearer Security, except as
provided in or pursuant to this Indenture, shall be delivered in exchange
for a temporary Registered Security; and provided further that a definitive
Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in or pursuant to
this Indenture.  Until so exchanged the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of such series and tenor.

Section 305.   Registration, Registration of
               Transfer and Exchange.       

        The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being
herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities and of transfers
of Registered Securities.  The Trustee is hereby appointed "Security
Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities as herein provided.

        Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one
or more new Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor.

        At the option of the Holder, Registered Securities of any series
may be exchanged for other Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and
tenor, upon surrender of the Registered Securities to be exchanged at such
office or agency.  Whenever any Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate
 35
and deliver, the Registered Securities which the Holder making the exchange
is entitled to receive.

        If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of
such series may be exchanged for Registered Securities of such series
containing identical terms, denominated as authorized in or pursuant to
this Indenture and in the same aggregate principal amount, upon surrender
of the Bearer Securities to be exchanged at any office or agency in a Place
of Payment for such series, with all unmatured Coupons and all matured
Coupons in default thereto appertaining.  If the Holder of a Bearer
Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the
Company and the Trustee in an amount equal to the face amount of such
missing Coupon or Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there is furnished
to them such security or indemnity as they may require to save each of them
and any Paying Agent harmless.  If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing Coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 1002, interest represented by
Coupons shall be payable only upon presentation and surrender of those
Coupons at an office or agency in a Place of Payment for such series
located outside the United States.  Notwithstanding the foregoing, in case
a Bearer Security is surrendered at any such office or agency in a Place of
Payment for such series in exchange for a Registered Security of such
series and like tenor after the close of business at such office or agency
on (i) any Regular Record Date, or (ii) any Special Record Date and before
the opening of business at such office or agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date or proposed date
of payment, as the case may be (or, if such Coupon is so surrendered with
such Bearer Security, such Coupon shall be returned to the Person so
surrendering the Bearer Security), and interest or Defaulted Interest, as
the case may be, shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable
only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.

        If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered
Securities of such series may be exchanged for Bearer Securities upon such
 36
terms and conditions as may be provided in or pursuant to this Indenture
with respect to such series.

        Whenever any Securities are surrendered for exchange as
contemplated by the immediately preceding two paragraphs, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

        All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer
or exchange.

        Every Registered Security presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

        No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.

        The Company shall not be required (1) to issue, register the
transfer of or exchange Securities of any series during a period beginning
at the opening of business 15 days before the day of the mailing of a
notice of redemption of Securities of that series selected for redemption
under Section 1103 and ending at the close of business on the day of such
mailing, or (2) to register the transfer or exchange of any Registered
Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part or (3) to
exchange any Bearer Security so selected for redemption except, to the
extent provided with respect to such Bearer Security, that such Bearer
Security may be exchanged for a Registered Security of like tenor and the
same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instructions for payment consistent
with the provisions of this Indenture.

        Notwithstanding any other provision in this Indenture, no Global
Security may be transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary for such
Global Security or any nominee thereof, and no such transfer may be
 37
registered, unless (1) such Depositary (A) notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or
(B) ceases to be a clearing agency registered under the Exchange Act, (2)
the Company executes and delivers to the Trustee a Company Order that such
Global Security shall be so transferable, registrable and exchangeable, and
such transfers shall be registrable, (3) there shall have occurred and be
continuing an Event of Default with respect to the Securities evidenced by
such Global Security or (4) there shall exist such other circumstances, if
any, as have been specified for this purpose as contemplated by Section
301.  Notwithstanding any other provision in this Indenture, a Global
Security to which the restriction set forth in the preceding sentence shall
have ceased to apply may be transferred only to, and may be registered and
exchanged for Securities registered only in the name or names of, such
Person or Persons as the Depositary for such Global Security shall have
directed and no transfer thereof other than such a transfer may be
registered.

        Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security to which
the restriction set forth in the first sentence of the preceding paragraph
shall apply, whether pursuant to this Section, Section 304, 306, 906 or
1107 or otherwise, shall be authenticated, registered and delivered in the
form of, and shall be, a Global Security.

Section 306.   Mutilated, Destroyed,
               Lost and Stolen Securities.

        If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with Coupons
appertaining thereto corresponding to the Coupons, if any, appertaining to
the surrendered Security.

        If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or Coupon and (ii) such security or indemnity as may be required
by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such
Security or Coupon has been acquired by a bona fide purchaser, the Company
shall execute and the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Security or in exchange for the Security
to which a destroyed, lost or stolen Coupon appertains with all appurtenant
Coupons not destroyed, lost or stolen, a new Security of the same series
 38
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with Coupons corresponding to the Coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen Coupon appertains.

        In case any such mutilated, destroyed, lost or stolen Security or
Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or
Coupon.

        Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.

        Every new Security of any series, with any Coupons appertaining
thereto, issued pursuant to this Section in lieu of any mutilated,
destroyed, lost or stolen Security, or in exchange for a Security to which
a destroyed, lost or stolen Coupon appertains, shall constitute an original
additional contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Security or Coupon shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other
Securities of that series and any Coupons duly issued hereunder.

        The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities
or Coupons.

Section 307.   Payment of Interest; Interest Rights Preserved.

        Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Registered Security
which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that
Registered Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest. 
Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, in case a Bearer Security is surrendered in
exchange for a Registered Security after the close of business (at an
office or agency at a Place of Payment for such Security) on any Regular
Record Date therefor and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date therefor, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
 39
Payment Date and interest shall not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.

        Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to
be payable to the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) or (2)
below:

        (1)  The Company may elect to make payment of any Defaulted
    Interest to the Persons in whose names the Registered Securities of
    such series (or their respective Predecessor Securities) are
    registered at the close of business on a Special Record Date for the
    payment of such Defaulted Interest, which shall be fixed in the
    following manner.  The Company shall notify the Trustee in writing of
    the amount of Defaulted Interest proposed to be paid on each
    Registered Security of such series and the date of the proposed
    payment, and at the same time the Company shall deposit with the
    Trustee an amount of money equal to the aggregate amount proposed to
    be paid in respect of such Defaulted Interest or shall make
    arrangements satisfactory to the Trustee for such deposit prior to the
    date of the proposed payment, such money when deposited to be held in
    trust for the benefit of the Persons entitled to such Defaulted
    Interest as in this Clause provided.  Thereupon the Trustee shall fix
    a Special Record Date for the payment of such Defaulted Interest which
    shall be not more than 15 days and not less than 10 days prior to the
    date of the proposed payment and not less than 10 days after the
    receipt by the Trustee of the notice of the proposed payment.  The
    Trustee shall promptly notify the Company of such Special Record Date
    and, in the name and at the expense of the Company, shall cause notice
    of the proposed payment of such Defaulted Interest and the Special
    Record Date therefor to be mailed, first-class postage prepaid, to
    each Holder of Registered Securities of such series at his address as
    it appears in the Security Register, not less than 10 days prior to
    such Special Record Date.  Notice of the proposed payment of such
    Defaulted Interest and the Special Record Date therefor having been so
    mailed, such Defaulted Interest shall be paid to the Persons in whose
    names the Registered Securities of such series (or their respective
    Predecessor Securities) are registered at the close of business on
    such Special Record Date and shall no longer be payable pursuant to
 40    
    the following Clause (2).  In case a Bearer Security is surrendered at
    the office or agency at a Place of Payment for such Security in
    exchange for a Registered Security after the close of business at such
    office or agency on any Special Record Date and before the opening of
    business at such office or agency on the related proposed date for
    payment of Defaulted Interest, such Bearer Security shall be
    surrendered without the Coupon relating to such proposed date of
    payment and Defaulted Interest shall not be payable on such proposed
    date of payment in respect of the Registered Security issued in
    exchange for such Bearer Security, but shall be payable only to the
    Holder of such Coupon when due in accordance with the provisions of
    this Indenture.

        (2)  The Company may make payment of any Defaulted Interest on
    the Securities of any series in any other lawful manner not inconsistent 
    with the requirements of any securities exchange on which such
    Securities may be listed, and upon such notice as may be required by
    such exchange, if, after notice is given by the Company to the Trustee
    of the proposed payment pursuant to this Clause, such manner of
    payment shall be deemed practicable by the Trustee.  

        Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

Section 308.   Persons Deemed Owners.

        Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee 
may treat the Person in whose name such Registered Security is registered as 
the owner of such Security for the purpose of receiving payment of principal of 
and any premium and (except as contemplated by Section 301(3) and subject to 
Section 307) any interest on such Security and for all other purposes 
whatsoever, whether or not such Security be overdue, and neither the Company, 
the Trustee nor any agent of the Company or the Trustee shall be affected by 
notice to the contrary.

        The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security or the bearer of any
Coupon as the absolute owner of such Security or Coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not any payment with respect to such Security or
Coupon shall be overdue, and neither the Company, nor the Trustee or any
 41
agent of the Company or the Trustee shall be affected by notice to the
contrary.

        None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

Section 309.   Cancellation.

        All Securities and Coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it.  The
Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee.  No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture.  All cancelled
Securities and Coupons held by the Trustee shall be disposed of as directed
by a Company Order.

Section 310.   Computation of Interest.

        Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.


                               ARTICLE FOUR

                        Satisfaction and Discharge

Section 401.   Satisfaction and Discharge of Indenture.

        This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when
 42
        (1)  either

             (A)  all Securities theretofore authenticated and delivered
        (other than (i) Coupons appertaining to Bearer Securities
        surrendered in exchange for Registered Securities of such series
        and maturing after such exchange whose surrender is not required
        or has been waived as provided in Section 305, (ii) Securities or
        Coupons which have been destroyed, lost or stolen and which have
        been replaced or paid as provided in Section 306, (iii) Coupons
        appertaining to Securities called for redemption and maturing
        after the relevant Redemption Date whose surrender has been
        waived as provided in this Indenture, and (iv) Securities for
        whose payment money has theretofore been deposited in trust or
        segregated and held in trust by the Company and thereafter repaid
        to the Company or discharged from such trust, as provided in
        Section 1003) have been delivered to the Trustee for cancellation; or

             (B)  all such Securities and, in the case of (i) and (ii)
        below, any Coupons appertaining thereto not theretofore delivered
        to the Trustee for cancellation

                  (i)  have become due and payable, or

                  (ii)  will become due and payable at their Stated
             Maturity within one year, or

                  (iii)  are to be called for redemption within one year
             under arrangements satisfactory to the Trustee for the
             giving of notice of redemption by the Trustee in the name,
             and at the expense, of the Company,

        and the Company, in the case of (i), (ii) or (iii) above, has
        deposited or caused to be deposited with the Trustee as trust
        funds in trust for the purpose an amount sufficient to pay and
        discharge the entire indebtedness on such Securities and any
        Coupons appertaining thereto not theretofore delivered to the
        Trustee for cancellation, for principal and any premium and
        interest to the date of such deposit (in the case of Securities
        which have become due and payable) or to the Stated Maturity or
        Redemption Date, as the case may be;

        (2)  the Company has paid or caused to be paid all other sums
    payable hereunder by the Company; and
 43
        (3)  the Company has delivered to the Trustee an Officers'
    Certificate and an Opinion of Counsel, each stating that all conditions 
    precedent herein provided for relating to the satisfaction and discharge 
    of this Indenture have been complied with.

        Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614
and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

Section 402.   Application of Trust Money.

        Subject to provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the
principal and any premium and interest for whose payment such money has
been deposited with the Trustee.


                               ARTICLE FIVE

                                 Remedies

Section 501.   Events of Default.

        "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be occasioned by
the provisions of Article Fourteen or be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

        (1)  default in the payment of any interest upon any Security of
    that series when it becomes due and payable, and continuance of such
    default for a period of 30 days; or

        (2)  default in the payment of the principal of (or premium, if
    any, on) any Security of that series at its Maturity; or
 44    
        (3)  default in the payment of any sinking fund payment, when and
    as due by the terms of a Security of that series; or

        (4)  default in the performance, or breach, of any covenant or
    warranty of the Company in this Indenture (other than a covenant or
    warranty a default in whose performance or whose breach is elsewhere
    in this Section specifically dealt with or which has expressly been
    included in this Indenture solely for the benefit of series of Securities 
    other than that series), and continuance of such default or breach for a 
    period of 60 days after there has been given, by registered or certified 
    mail, to the Company by the Trustee or to the Company and the Trustee by 
    the Holders of at least 25% in principal amount of the Outstanding
    Securities of that series a written notice specifying such default or breach
    and requiring it to be remedied and stating that such notice is a "Notice of
    Default" hereunder; or

         (5)  a default under any bond, debenture, note or other evidence
    of indebtedness for money borrowed by the Company (including a default
    with respect to Securities of any series other than that series) in an
    individual principal amount outstanding of at least $15,000,000 or
    under any mortgage, indenture or instrument under which there may be
    issued or by which there may be secured or evidenced any indebtedness
    for money borrowed by the Company in an individual principal amount
    outstanding of at least $15,000,000, whether such indebtedness now
    exists or shall hereafter be created, which default shall have
    resulted in such indebtedness becoming or being declared due and
    payable prior to the date on which it would otherwise have become due
    and payable, without such acceleration having been rescinded or
    annulled, within a period of 10 Business Days after there shall have
    been given, by registered or certified mail, to the Company by the
    Trustee or to the Company and the Trustee by the Holders of at least
    25% in principal amount of the Outstanding Securities of that series a
    written notice specifying such default and requiring the Company to
    cause such acceleration to be rescinded or annulled and stating that
    such notice is a "Notice of Default" hereunder; provided, however,
    that, subject to the provisions of Sections 601 and 602, the Trustee
    shall not be deemed to have knowledge of such default unless either
    (A) a Responsible Officer of the Trustee shall have actual knowledge
    of such default or (B) the Trustee shall have received written notice
    thereof from the Company, from any Holder, from the holder of any such
    indebtedness or from the trustee under any such mortgage, indenture or
    other instrument; or
 45
        (6)  the entry by a court having jurisdiction in the premises of
    (A) a decree or order for relief in respect of the Company in an
    involuntary case or proceeding under any applicable Federal or State
    bankruptcy, insolvency, reorganization or other similar law or (B) a
    decree or order adjudging the Company a bankrupt or insolvent, or
    approving as properly filed a petition seeking reorganization,
    arrangement, adjustment or composition of or in respect of the Company
    under any applicable Federal or State law, or appointing a custodian,
    receiver, liquidator, assignee, trustee, sequestrator or other similar
    official of the Company or of any substantial part of its property, or
    ordering the winding up or liquidation of its affairs, and the
    continuance of any such decree or order for relief or any such other
    decree or order unstayed and in effect for a period of 60 consecutive
    days; or

        (7)  the commencement by the Company of a voluntary case or
    proceeding under any applicable Federal or State bankruptcy,
    insolvency, reorganization or other similar law or of any other case
    or proceeding to be adjudicated a bankrupt or insolvent, or the
    consent by it to the entry of a decree or order for relief in respect
    of the Company in an involuntary case or proceeding under any
    applicable Federal or State bankruptcy, insolvency, reorganization or
    other similar law or to the commencement of any bankruptcy or
    insolvency case or proceeding against it, or the filing by it of a
    petition or answer or consent seeking reorganization or relief under
    any applicable Federal or State law, or the consent by it to the
    filing of such petition or to the appointment of or taking possession
    by a custodian, receiver, liquidator, assignee, trustee, sequestrator
    or other similar official of the Company or of any substantial part of
    its property, or the making by it of an assignment for the benefit of
    creditors, or the admission by it in writing of its inability to pay
    its debts generally as they become due, or the taking of corporate
    action by the Company in furtherance of any such action; or

        (8)  any other Event of Default provided with respect to
    Securities of that series.

        Upon receipt by the Trustee of any Notice of Default pursuant to
this Section 501 with respect to Securities of any series, a record date
shall automatically and without any other action by any Person be set for
the purpose of determining the Holders of Outstanding Securities of such
series entitled to join in such Notice of Default, which record date shall
be the close of business on the day the Trustee receives such Notice of
Default.  The Holders of Outstanding Securities of such series on such
record date (or their duly appointed agents), and only such Persons, shall
 46
be entitled to join in such Notice of Default, whether or not such Holders
remain Holders after such record date; provided that, unless such Notice of
Default shall have become effective by virtue of Holders of the requisite
principal amount of Outstanding Securities of such series on such record
date (or their duly appointed agents) having joined therein on or prior to
the 90th day after such record date, such Notice of Default shall
automatically and without any action by any Person be cancelled and of no
further effect.  Nothing in this paragraph shall prevent a Holder (or a
duly appointed agent thereof) from giving, before or after the expiration
of such 90-day period, a Notice of Default contrary to or different from,
or, after the expiration of such period, identical to, a Notice of Default
that has been cancelled pursuant to the proviso to the preceding sentence,
in which event a new record date in respect thereof shall be set pursuant
to this paragraph.

Section 502.   Acceleration of Maturity; Rescission and Annulment.

        If an Event of Default with respect to Securities of any series
at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or,
if any of the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may
be specified in the terms thereof) of all of the Securities of that series
to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due
and payable.

        At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in
principal amount of the Outstanding Securities of that series, by written
notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if

        (1)  the Company has paid or deposited with the Trustee a sum
    sufficient to pay

             (A)  all overdue interest on all Securities of that series
        and any Coupons appertaining thereto,

             (B)  the principal of (and premium, if any, on) any
        Securities of that series which have become due otherwise than by
 47        
        such declaration of acceleration and any interest thereon at the
        rate or rates prescribed therefor in such Securities,

             (C)  to the extent that payment of such interest is lawful,
        interest upon overdue interest at the rate or rates prescribed
        therefor in such Securities, and 

             (D)  all sums paid or advanced by the Trustee hereunder and
        the reasonable compensation, expenses, disbursements and advances
        of the Trustee, its agents and counsel;

    and

        (2)  all Events of Default with respect to Securities of that
    series, other than the non-payment of the principal of Securities of
    that series which have become due solely by such declaration of
    acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

        Upon receipt by the Trustee of any declaration of acceleration,
or any rescission and annulment of any such declaration, pursuant to this
Section 502 with respect to Securities of any series, a record date shall
automatically and without any other action by any Person be set for the
purpose of determining the Holders of Outstanding Securities of such series
entitled to join in such declaration, or rescission and annulment, as the
case may be, which record date shall be the close of business on the day
the Trustee receives such declaration, or rescission and annulment, as the
case may be.  The Holders of Outstanding Securities of such series on such
record date (or their duly appointed agents), and only such Persons, shall
be entitled to join in such declaration, or rescission and annulment, as
the case may be, whether or not such Holders remain Holders after such
record date; provided that, unless such declaration, or rescission an
annulment, as the case may be, shall have become effective by virtue of
Holders of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such
declaration, or rescission and annulment, as the case may be, shall
automatically and without any action by any Person be cancelled and of no
further effect.  Nothing in this paragraph shall prevent a Holder (or a
duly appointed agent thereof) from giving, before or after the expiration
of such 90-day period, a declaration of acceleration, or a rescission and
annulment of any such declaration, contrary to or different from, or, after
the expiration of such period, identical to, a declaration, or rescission
 48
and annulment, as the case may be, that has been cancelled pursuant to the
proviso to the preceding sentence, in which event a new record date in
respect thereof shall be set pursuant to this paragraph.

Section 503.   Collection of Indebtedness and Suits for Enforcement by
               Trustee.

        The Company covenants that if

        (1)  default is made in the payment of any interest on any
    Security or any Coupon appertaining thereto when such interest becomes
    due and payable and such default continues for a period of 30 days, or 

        (2)  default is made in the payment of the principal of (or
    premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities and any Coupons appertaining thereto, the
whole amount then due and payable on such Securities and any Coupons
appertaining thereto for principal and any premium and interest and, to the
extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the
rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

        If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities
of such series and any Coupons appertaining thereto by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect
and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

Section 504.   Trustee May File Proofs of Claim.

        In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities or any Coupons appertaining thereto),
its property or its creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of
 49
the Holders and the Trustee allowed in any such proceeding.  In particular,
the Trustee shall be authorized to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 607.

        No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or any Coupon or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of any Holder
in any such proceeding; provided, however, that the Trustee may, on behalf
of the Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors' or other similar committee.

Section 505.   Trustee May Enforce Claims 
               Without Possession of Securities.

        All rights of action and claims under this Indenture or the
Securities or Coupons may be prosecuted and enforced by the  Trustee
without the possession of any of the Securities or Coupons or the
production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for
the ratable benefit of the Holders of the Securities or Coupons in respect
of which such judgment has been recovered.

Section 506.   Application of Money Collected.

        Any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of
principal or any premium or interest, upon presentation of the Securities
or Coupons, or both, as the case may be, and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

        FIRST:  To the payment of all amounts due the Trustee under
    Section 607; and
 50
        SECOND:  To the payment of the amounts then due and unpaid for
    principal of and any premium and interest on the Securities and any
    Coupon in respect of which or for the benefit of which such money has
    been collected, ratably, without preference or priority of any kind,
    according to the amounts due and payable on such Securities and
    Coupons for principal and any premium and interest, respectively.

Section 507.   Limitation on Suits.

        No Holder of any Security of any series or any Coupons
appertaining thereto shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless

        (1)  such Holder has previously given written notice to the
    Trustee of a continuing Event of Default with respect to the Securities 
    of that series;

        (2)  the Holders of not less than 25% in principal amount of the
    Outstanding Securities of that series shall have made written request
    to the Trustee to institute proceedings in respect of such Event of
    Default in its own name as Trustee hereunder;

        (3)  such Holder or Holders have offered to the
    Trustee reasonable indemnity against the costs, expenses and
    liabilities to be incurred in compliance with such request in such
    amount as shall be reasonably acceptable to the Trustee;

        (4)  the Trustee for 60 days after its receipt of such notice,
    request and offer of indemnity has failed to institute any such
    proceeding; and 

        (5)  no direction inconsistent with such written request has been
    given to the Trustee during such 60-day period by the Holders of a
    majority in principal amount of the Outstanding Securities of that
    series;

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.
 51
Section 508.   Unconditional Right of Holders to
               Receive Principal, Premium and Interest.

        Notwithstanding any other provision in this Indenture, the Holder
of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(except as contemplated by Section 301(3) and subject to Section 307)
interest on such Security or payment of such Coupon, as the case may be, on
the respective Stated Maturities expressed in such Security or Coupon (or,
in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder. 

Section 509.   Restoration of Rights and Remedies.

        If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has
been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had
been instituted.

Section 510.   Rights and Remedies Cumulative.

        Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or Coupons in
the last paragraph of Section 306, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.

Section 511.   Delay or Omission Not Waiver.

        No delay or omission of the Trustee or of any Holder of any
Securities or Coupons to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.  Every
right and remedy given by this Article or by law to the Trustee or to the
 52
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

Section 512.   Control by Holders.

        The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right 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 the Securities of such series, provided that

        (1)  such direction shall not be in conflict with any rule of law
    or with this Indenture, and 

        (2)  the Trustee may take any other action deemed proper by the
    Trustee which is not inconsistent with such direction.

        Upon receipt by the Trustee of any such direction with respect to
Securities of any series, a record date shall automatically and without any
other action by any Person be set for determining the Holders of
Outstanding Securities of such series entitled to join in such direction,
which record date shall be the close of business on the day the Trustee
receives such direction.  The Holders of Outstanding Securities of such
series on such record date (or their duly appointed agents), and only such
Persons, shall be entitled to join in such direction, whether or not such
Holders remain Holders after such record date; provided that, unless such
direction shall have become effective by virtue of Holders of the requisite
principal amount of Outstanding Securities of such series on such record
date (or their duly appointed agents having joined therein on or prior to
the 90th day after such record date, such direction shall automatically and
without any action by any Person be cancelled and of no further effect. 
Nothing in this paragraph shall prevent a Holder (or a duly appointed agent
thereof) from giving, before or after the expiration of such 90-day period,
a direction contrary to or different from, or, after the expiration of such
period, identical to, a direction that has been cancelled pursuant to the
proviso to the preceding sentence, in which event a new record date in
respect thereof shall be set pursuant to this paragraph.

Section 513.   Waiver of Past Defaults.

        The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may on behalf of the Holders of
 53
all the Securities of such series waive any past default hereunder with
respect to such series and its consequences, except a default

        (1)  in the payment of the principal of or any premium or
    interest on any Security of such series or any Coupons appertaining
    thereto, or 

        (2)  in respect of a covenant or provision hereof which under
    Article Nine cannot be modified or amended without the consent of the
    Holder of each Outstanding Security of such series affected.

        Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Section 514.   Undertaking for Costs.

        In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of such suit,
and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court
to require such an undertaking or to make such an assessment in any suit
instituted by the Company.

Section 515.   Waiver of Usury, Stay or Extension Laws.

        The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will
not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.

 54
                                  ARTICLE SIX

                                  The Trustee

Section 601.   Certain Duties and Responsibilities.

        The duties, responsibilities, rights, immunities and protection
of the Trustee shall be as provided by the Trust Indenture Act.  Prior to
any Event of Default the Trustee shall not be liable except for the
performance of such duties as are specifically set out herein and in the
Trust Indenture Act.  Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to it.  Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
this Section.

Section 602.   Notice of Defaults.

        The Trustee shall give notice of any default known to the Trustee
with respect to the Securities of any series when, as and to the extent
provided by the Trust Indenture Act and in the manner provided by
Section 106 hereof; provided, however, that in the case of any default of
the character specified in Section 501(4) with respect to Securities of
such series, no such notice to Holders shall be given until at least
30 days after the default is known to the Trustee.  For the purpose of this
Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

Section 603.   Certain Rights of Trustee.

        Subject to the provisions of Section 601:

        (1)  the Trustee may rely and shall be protected in acting or
    refraining from acting upon any resolution, certificate, statement,
    instrument, opinion, report, notice, request, direction, consent,
    order, bond, debenture, note, other evidence of indebtedness or other
    paper or document believed by it to be genuine and to have been signed
    or presented by the proper party or parties;

        (2)  any request or direction of the Company mentioned herein
    shall be sufficiently evidenced by a Company Request or Company Order
 55     
    and any resolution of the Board of Directors shall be sufficiently
    evidenced by a Board Resolution;

        (3)  whenever in the administration of this Indenture the Trustee
    shall deem it desirable that a matter be proved or established prior
    to taking, suffering or omitting any action hereunder, the Trustee
    (unless other evidence be herein specifically prescribed) may, in the
    absence of bad faith on its part, rely upon an Officers' Certificate;

        (4)  the Trustee may consult with counsel and the written advice
    of such counsel or any Opinion of Counsel shall be full and complete
    authorization and protection in respect of any action taken, suffered
    or omitted by it hereunder in good faith and in reliance thereon;

        (5)  the Trustee shall be under no obligation to exercise any of
    the rights or powers vested in it by this Indenture at the request or
    direction of any of the Holders pursuant to this Indenture, unless
    such Holders shall have offered to the Trustee reasonable security or
    indemnity against the costs, expenses and liabilities which might be
    incurred by it in compliance with such request or direction;

        (6)  the Trustee shall not be bound to make any investigation
    into the facts or matters stated in any resolution, certificate,
    statement, instrument, opinion, report, notice, request, direction,
    consent, order, bond, debenture, note, other evidence of indebtedness
    or other paper or document, but the Trustee, in its discretion, may
    make such further inquiry or investigation into such facts or matters
    as it may see fit, and, if the Trustee shall determine to make such
    further inquiry or investigation, it shall be entitled to examine the
    books, records and premises of the Company, personally or by agent or
    attorney upon 10 Business Days advance written notice and during
    regular business hours; and 

        (7)  the Trustee may execute any of the trusts or powers
    hereunder or perform any duties hereunder either directly or by or
    through agents or attorneys and the Trustee shall not be responsible
    for any misconduct or negligence on the part of any agent or attorney
    appointed with due care by it hereunder.

Section 604.   Not Responsible for Recitals or Issuance of Securities.  

        The recitals contained herein and in the Securities and Coupons,
except the Trustee's certificates of authentication, shall be taken as the
 56
statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of
the Securities or Coupons.  The Trustee or any Authenticating Agent shall
not be accountable for the use or application by the Company of Securities
or the proceeds thereof.

Section 605.   May Hold Securities or Coupons.

        The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities or
Coupons and, subject to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

Section 606.   Money Held in Trust.

        Money held by the Trustee, or by any Paying Agent (other than the
Company if the Company shall act as Paying Agent), in trust hereunder need
not be segregated from other funds except to the extent required by law. 
The Trustee shall be under no liability for interest on any money received
by it hereunder except as otherwise agreed with the Company.

Section 607.   Compensation and Reimbursement.

        The Company agrees

        (1)  to pay to the Trustee from time to time reasonable
    compensation for all services rendered by it hereunder (which
    compensation shall not be limited by any provision of law in regard to
    the compensation of a trustee of an express trust);

        (2)  except as otherwise expressly provided herein, to reimburse
    the Trustee upon its request for all reasonable expenses,
    disbursements and advances incurred or made by the Trustee in
    accordance with any provision of this Indenture (including the reasonable
    compensation and the expenses and disbursements of its agents and counsel),
    except any such expense, disbursement or advance as may be attributable to
    its negligence or bad faith; and 

        (3)  to indemnify the Trustee for, and to hold it harmless
    against, any loss, liability or expense incurred without negligence or
    bad faith on its part, arising out of or in connection with the
    acceptance or administration of the trust or trusts hereunder or
 57    
    performance of its duties hereunder, including the costs and expenses
    of defending itself against any claim or liability in connection with
    the exercise or performance of any of its powers or duties hereunder.

        As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a claim prior to the Securities
upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if
any) or interest on particular Securities or any coupons.

Section 608.   Disqualification; Conflicting Interests.

        If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture
and the Company shall take prompt action to have a successor Trustee
appointed in the manner provided herein.

Section 609.   Corporate Trustee Required; Eligibility.

        There shall at all times be one or more Trustees hereunder with
respect to the Securities of each series, at least one of which shall be a
Person that (i) is eligible pursuant to the Trust Indenture Act to act as
such, and (ii) has a combined capital and surplus of at least $50,000,000;
provided, however, that if the Trustee shall be a member of a bank holding
company group, such bank holding company group shall have combined capital
and surplus of at least $50,000,000 and the Trustee shall have a combined
capital and surplus of at least $10,000,000.  If such Person publishes
reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published.  If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 610.   Resignation and Removal;
               Appointment of Successor.

        No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.
 58
        The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company.  If
the instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

        The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Company or the Holders of a majority
in principal amount of the Outstanding Securities of such series, delivered
to the Trustee and to the Company.

        If at any time:

        (1)  the Trustee shall fail to comply with Section 608 after
    written request therefor by the Company or by any Holder who has been
    a bona fide Holder of a Security for at least six months, or

        (2)  the Trustee shall cease to be eligible under Section 609 and
    shall fail to resign after written request therefor by the Company or
    by any such Holder, or

        (3)  the Trustee shall become incapable of acting or shall be
    adjudged a bankrupt or insolvent or a receiver of the Trustee or of
    its property shall be appointed or any public officer shall take
    charge or control of the Trustee or of its property or affairs for the
    purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove
the Trustee with respect to all securities, or (B) subject to Section 514,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee
or Trustees.

        If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611.
 59
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with
the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company.  If no successor Trustee
with respect to the Securities of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.

        The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of
any series to all Holders of Securities of such series in the manner
provided in Section 106.  Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

Section 611.   Acceptance of Appointment by Successor.

        In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder.

        In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
 60
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-
trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of
the retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates.

        Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) and (b) of this Section, as the case may be.

        No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

Section 612.   Merger, Conversion, Consolidation
               or Succession to Business.       

        Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
 61
or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities.  In the event any
Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities, in
either its own name or that of its predecessor Trustee, with the full force
and effect which this Indenture provides for the certificate of
authentication of the Trustee.

Section 613.   Preferential Collection  
               of Claims Against Company.   

        If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities or any Coupons), the
Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other
obligor).

Section 614.   Appointment of Authenticating Agent.

        The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series
issued upon original issue and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
 62
by Federal or State authority.  If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.

        Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation
shall be otherwise eligible under this Section, without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.

        An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company.  The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall provide notice of such appointment to the Holders of Securities of
the series with respect to which such Authenticating Agent will serve, in
the manner provided in Section 106.  Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

        The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 607.

        If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:
 63
        This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                   ........................,
                                                  As Trustee


                                   By......................,
                                     As Authenticating Agent


                                   By......................
                                         Authorized Officer


                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

Section 701.   Company to Furnish Trustee
               Names and Addresses of Holders.

        The Company will furnish or cause to be furnished to the Trustee

        (1)  semi-annually, not more than 15 days after each Regular
    Record Date, a list for each series of Securities, in such form
    as the Trustee may reasonably require, of the names and addresses
    of the Holders of Securities of such series as of such Regular
    Record Date, and

        (2)  at such other times as the Trustee may request in
    writing, within 30 days after the receipt by the Company of any
    such request, a list of similar form and content as of a date not
    more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in
its capacity as Security Registrar.

Section 702.   Preservation of Information;
               Communications to Holders.  

        The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as
 64
Security Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.

        The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities or
Coupons, and the corresponding rights and privileges of the Trustee, shall
be as provided by the Trust Indenture Act.

        Every Holder of Securities or Coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any agent of either of them shall be held accountable
by reason of any disclosure of information as to names and addresses of
Holders made pursuant to the Trust Indenture Act.

Section 703.   Reports by Trustee.

        The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.

        A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the Commission and with the
Company.  The Company will notify the Trustee when any Securities are
listed on any stock exchange. 

Section 704.   Reports by Company.

        The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is so required to be
filed with the Commission.


                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.   Company May Consolidate, 
               Etc., Only on Certain Terms.       

        The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially
 65
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:

        (1)  in case the Company shall consolidate with or merge into
    another Person or convey, transfer or lease its properties and assets
    substantially as an entirety to any Person, the Person formed by such
    consolidation or into which the Company is merged or the Person which
    acquires by conveyance or transfer, or which leases, the properties
    and assets of the Company substantially as an entirety shall be a 
    corporation, partnership or trust, shall be organized and validly
    existing under the laws of the United States of America, any State
    thereof or the District of Columbia and shall expressly assume, by an
    indenture supplemental hereto, executed and delivered to the Trustee,
    in form satisfactory to the Trustee, the due and punctual payment of
    the principal of and any premium and interest on all the Securities
    and Coupons and the performance or observance of every covenant of
    this Indenture on the part of the Company to be performed or observed;

        (2)  immediately after giving effect to such transaction and
    treating any indebtedness which becomes an obligation of the Company
    as a result of such transaction as having been incurred by the Company
    at the time of such transaction, no Event of 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;

        (3)  if, as a result of any such consolidation or merger or such
    conveyance, transfer or lease, properties or assets of the Company
    would become subject to a mortgage, pledge, lien, security interest or
    other encumbrance which would not be permitted by this Indenture, the
    Company or such successor Person, as the case may be, shall take such
    steps as shall be necessary effectively to secure the Securities
    equally and ratably with (or prior to) all indebtedness secured
    thereby; and

        (4)  the Company has delivered to the Trustee an Officers'
    Certificate and an Opinion of Counsel, each stating that such
    consolidation, merger, conveyance, transfer or lease and, if a
    supplemental indenture is required in connection with such
    transaction, such supplemental indenture comply with this Article and
    that all conditions precedent herein provided for relating to such
    transaction have been complied with.
 66
Section 802.   Successor Substituted.

        Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture, the Securities and the Coupons.


                                  ARTICLE NINE

                            Supplemental Indentures

Section 901.   Supplemental Indentures Without Consent of Holders.

        Without the consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

        (1)  to evidence the succession of another Person to the Company
    and the assumption by any such successor of the covenants of the
    Company herein and in the Securities; or 

        (2)  to add to the covenants of the Company for the benefit of
    the Holders of all or any series of Securities (and if such covenants
    are to be for the benefit of less than all series of Securities,
    stating that such covenants are expressly being included solely for
    the benefit of such series) or to surrender any right or power herein
    conferred upon the Company; or

        (3)  to add any additional Events of Default; or

        (4)  to add to or change any of the provisions of this Indenture
    to provide that Bearer Securities may be registrable as to principal,
    to change or eliminate any restrictions on the payment of principal
    of, any premium or interest on Securities, to permit Registered
    Securities to be exchanged for Bearer Securities, to permit Bearer
    Securities to be exchanged for Bearer Securities of other authorized
 67    
    denominations or to permit or facilitate the issuance of Securities in
    uncertificated form, provided any such action shall not adversely
    affect the interests of the Holders of Securities of any series or any
    Coupons appertaining thereto in any material respect; or

        (5)  to add to, change or eliminate any of the provisions of this
    Indenture in respect of one or more series of Securities, provided
    that any such addition, change or elimination (A) shall neither
    (i) apply to any Security of any series or Coupon appertaining thereto
    created prior to the execution of such supplemental indenture and
    entitled to the benefit of such provision nor (ii) modify the rights
    of the Holder of any such Security or Coupon with respect to such
    provision or (B) shall become effective only when there is no such
    Security or Coupon Outstanding; or 

        (6)  to establish the form or terms of Securities of any series
    as permitted by Sections 201 and 301; or

        (7)  to evidence and provide for the acceptance of appointment
    hereunder by a successor Trustee with respect to the Securities of one
    or more series and to add to or change any of the provisions of this
    Indenture as shall be necessary to provide for or facilitate the
    administration of the trusts hereunder by more than one Trustee,
    pursuant to the requirements of Section 611; or 

        (8)  to cure any ambiguity, to correct or supplement any
    provision herein which may be inconsistent with any other provision
    herein, or to make any other provisions with respect to matters or
    questions arising under this Indenture, provided that such action
    pursuant to this clause (8) shall not adversely affect the interests
    of the Holders of Securities of any series (except a series consenting
    pursuant to Section 902) in any material respect. 

Section 902.   Supplemental Indentures
               with Consent of Holders.

        With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by
such supplemental indenture, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such
series and any Coupons under this Indenture; provided, however, that no
 68
such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

        (1)  change the Stated Maturity of the principal of, or any
    instalment of principal of or interest on, any Security, or reduce the
    principal amount thereof or the rate of interest thereon or any
    premium payable upon the redemption thereof, or reduce the amount of
    the principal of an Original Issue Discount Security that would be due
    and payable upon a declaration of acceleration of the Maturity thereof
    pursuant to Section 502, or change the coin or currency in which any
    Security or any premium or interest thereon is payable, or impair the
    right to institute suit for the enforcement of any such payment on or
    after the Stated Maturity thereof (or, in the case of redemption, on
    or after the Redemption Date), or modify the provisions of this
    Indenture with respect to the conversion or exchange of the Securities
    into Securities of another series or into any other debt or equity
    securities in a manner adverse to the Holders, or

        (2)  reduce the percentage in principal amount of the Outstanding
    Securities of any series, the consent of whose Holders is required for
    any such supplemental indenture, or the consent of whose Holders is
    required for any waiver (of compliance with certain provisions of this
    Indenture or certain defaults hereunder and their consequences)
    provided for in this Indenture, or

        (3)  modify any of the provisions of this Section or Section 513,
    except to increase any such percentage or to provide that certain
    other provisions of this Indenture cannot be modified or waived
    without the consent of the Holder of each Outstanding Security
    affected thereby, provided, however, that this clause shall not be
    deemed to require the consent of any Holder with respect to changes in
    the references to "the Trustee" and concomitant changes in this
    Section, or the deletion of this proviso, in accordance with the
    requirements of Sections 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities of any other
series.

        It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental
 69
indenture, but it shall be sufficient if such Act shall approve the
substance thereof.

Section 903.   Execution of Supplemental Indentures.

        In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The
Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 904.   Effect of Supplemental Indentures.

        Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

Section 905.   Conformity with Trust Indenture Act.

        Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

Section 906.   Reference in Securities to Supplemental Indentures.

        Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If
the Company shall so determine, new Securities of any series so modified as
to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.
 70
                                  ARTICLE TEN

                                   Covenants

Section 1001.  Payment of Principal, Premium and Interest.

        The Company covenants and agrees for the benefit of each series
of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with
the terms of the Securities or any Coupons appertaining thereto and this
Indenture.  Any interest due on any Bearer Security or before the maturity
thereof shall be payable only upon presentation and surrender of the
Coupons appertaining thereto for such interest as they severally mature.

Section 1002.  Maintenance of Office or Agency.

        The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series (but not
Bearer Securities, except as otherwise provided below, unless such Place of
Payment is located outside the United States) may be presented or
surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to
or upon the Company in respect of the Securities of that series and this
Indenture may be served.  If Securities of a series are issuable as Bearer
Securities, the Company shall maintain, subject to any laws or regulations
applicable thereto, an office or agency in a Place of Payment for such
series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and
surrendered for payment.  The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, except that
Bearer Securities of such series and any Coupons appertaining thereto may
be presented and surrendered for payment at the place specified for the
purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

        Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium or interest with respect to Bearer Securities
shall be made at any office or agency of the Company in the United States
or by check mailed to any address in the United States by transfer to an
 71
account maintained with a bank located in the United States; provided,
however, if amounts owing with respect to any Bearer Securities shall be
payable in United States Dollars, payment of principal of and any premium
or interest on any such Security may be made at the Corporate Trust Office
of the Trustee or any office or agency designated by the Company in the
United States, but only if payment of the full amount of such principal,
premium or interest at all offices outside the United States maintained for
such purpose by the Company in accordance with the Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

        The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes.  The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

Section 1003.  Money for Securities 
               Payments to Be Held in Trust.

        If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of
the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

        Whenever the Company shall have one or more Paying Agents for any
series of Securities and any Coupons appertaining thereto, it will, prior
to each due date of the principal of or any premium or interest on any
Securities of that series, deposit with a Paying Agent a sum sufficient to
pay such amount, such sum to be held as provided by the Trust Indenture
Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

        The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will (1) comply
 72
with the provisions of the Trust Indenture Act applicable to it as a Paying
Agent and (2) during the continuance of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, and upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust
by such Paying Agent for payment in respect of the Securities of that
series.

        The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by
the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

        Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any
premium or interest on any Security of any series and remaining unclaimed
for two years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request (including interest
income accrued on said funds to which the Company is otherwise entitled),
or (if then held by the Company) shall be discharged from such trust; and
the Holder of such Security or any Coupon appertaining thereto shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause
to be published once, in an Authorized Newspaper in each Place of Payment for
such series, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

Section 1004.  Statement by Officers as to Default.

        The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without
regard to any period of grace or requirement of notice provided hereunder)
 73
and, if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.

Section 1005.  Existence.

        Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right
or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business
of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.

Section 1006.  Maintenance of Properties.

        The Company will cause all properties used or useful in the
conduct of its business to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause
to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in
this Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business and not
disadvantageous in any material respect to the Holders.

Section 1007.  Payment of Taxes and Other Claims.

        The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company or
upon the income, profits or property of the Company, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.
 74                                 
                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101.  Applicability of Article.

        Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.

Section 1102.  Election to Redeem; Notice to Trustee.

        The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution.  In case of any redemption at the election
of the Company of less than all the Securities of any series, the Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed.  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

Section 1103.  Selection by Trustee of 
               Securities to Be Redeemed.

        If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor are
to be redeemed), the particular Securities to be redeemed shall be selected
not more than 45 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Registered Securities of that series or any
integral multiple thereof) of the principal amount of Registered Securities
of such series of a denomination larger than the minimum authorized
denomination for Registered Securities of that series.  If less than all of
the Securities of such series and of a specified tenor are to be redeemed,
the particular Securities to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the Outstanding
 75
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

        The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be
redeemed.

        For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.

Section 1104.  Notice of Redemption.

        Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed.

        All notices of redemption shall state:

        (1)  the Redemption Date,

        (2)  the Redemption Price,

        (3)  if less than all the Outstanding Securities of any series
    are to be redeemed, the identification (and, in the case of partial
    redemption of any Securities, the principal amounts) of the particular
    Securities to be redeemed,

        (4)  that on the Redemption Date the Redemption Price will become
    due and payable upon each such Security to be redeemed and, if
    applicable, that interest thereon will cease to accrue on and after
    said date,

        (5)  the place or places where such Securities, together (in the
    case of Bearer Securities) with all Coupons appertaining thereto, if
    any, maturing after the Redemption Date, are to be surrendered for
    payment of the Redemption Price, 

        (6)  that the redemption is for a sinking fund, if such is the
    case,

        (7)  if applicable, the conversion price and the date on which
    the right to convert the Securities to be redeemed will terminate,
 76
        (8)  that, unless otherwise specified in such notice, Bearer
    Securities of any series, if any, surrendered for redemption must be
    accompanied by all Coupons maturing subsequent to the date fixed for
    redemption or the amount of any such missing Coupon or Coupons will be
    deducted from the Redemption Price, unless security or indemnity
    satisfactory to the Company, the Trustee and any Paying Agent is
    furnished,

        (9)  if Bearer Securities of any series are to be redeemed and
    any Registered Securities of such series are not being redeemed, and
    if such Bearer Securities may be exchanged for Registered Securities
    not subject to redemption on the Redemption Date pursuant to Section
    305 or otherwise, the last date, as determined by the Company, on
    which such exchanges may be made, and

        (10) the CUSIP numbers of the Securities to be redeemed.

        Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request,
by the Trustee in the name and at the expense of the Company and shall be
irrevocable.

Section 1105.  Deposit of Redemption Price.

        Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Securities which are to be redeemed on that date.  

Section 1106.  Securities Payable on Redemption Date.

        Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such
date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Securities shall cease to bear interest
and the Coupons for such interest appertaining to any Bearer Securities to
be redeemed, except as provided below, shall be void.  Upon surrender of
any such Security for redemption in accordance with said notice, together
with all Coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest on Registered Securities
to the Redemption Date; provided, however, that, unless otherwise specified
 77
as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307 and provided,
further, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest at an office or
agency located outside of the United States except as otherwise provided in
Section 1002.

        If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an
amount equal to the face amount of all such missing Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as
they may require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing Coupon in respect of which a deduction
shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that any
interest represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an office or agency for such Security located
outside of the United States except as otherwise provided in Section 1002.

        If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

Section 1107.  Securities Redeemed in Part.

        Any Registered Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Registered Security without service charge, a new
Registered Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.
 78

                                 ARTICLE TWELVE

                                 Sinking Funds

Section 1201.  Applicability of Article.

        The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 301 for Securities of such series.

        The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to
as an "optional sinking fund payment".  If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 1202.  Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.

Section 1202.  Satisfaction of Sinking 
               Fund Payments with Securities.

        The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption), together in the case of
any Bearer Securities of such series with all unmatured Coupons
appertaining thereto, and (2) may apply as a credit Securities of a series
which have been redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in
each case in satisfaction of all or any part of any sinking fund payment
with respect to the Securities of such series required to be made pursuant
to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. 
Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

Section 1203.  Redemption of Securities for Sinking Fund.

        Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Company  will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, the
 79
portion thereof, if any, which is to be satisfied by payment of cash and
the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 1202 and will also
deliver to the Trustee any Securities to be so delivered.  Not less than 30
days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner
provided in Section 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

Section 1301.  Company's Option to Effect 
               Defeasance or Covenant Defeasance.

        The Company may elect, at its option by Board Resolution at any
time, to have either Section 1302 or Section 1303 applied to the
Outstanding Securities of any series and any Coupons appertaining thereto
designated pursuant to Section 301 as being defeasible pursuant to this
Article Thirteen (hereinafter called a "Defeasible Series"), upon
compliance with the conditions set forth below in this Article Thirteen.

Section 1302.  Defeasance and Discharge.

        Upon the Company's exercise of the option provided in Section
1301 to have this Section 1302 applied to the Outstanding Securities and
any Coupons appertaining thereto of any Defeasible Series, the Company
shall be deemed to have been discharged from its obligations with respect
to the Outstanding Securities of such series and any Coupons appertaining
thereto as provided in this Section on and after the date the conditions
set forth in Section 1304 are satisfied (hereinafter called "Defeasance"). 
For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series and any Coupons appertaining thereto
and to have satisfied all its other obligations under the Securities of
such series and any Coupons appertaining thereto and this Indenture insofar
as the Securities of such series and any Coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), subject to the following which
shall survive until otherwise terminated or discharged hereunder:  (1) the
 80
rights of Holders of Securities of such series and any Coupons appertaining
thereto to receive, solely from the trust fund described in Section 1304
and as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities of such series
and any Coupons appertaining thereto when payments are due, (2) the
Company's obligations with respect to the Securities of such series and any
Coupons appertaining thereto under Sections 304, 305, 306, 1002 and 1003,
(3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article Thirteen.  Subject to compliance with this
Article Thirteen, the Company may exercise its option provided in Section
1301 to have this Section 1302 applied to the Outstanding Securities and
any Coupons appertaining thereto of any Defeasible Series notwithstanding
the prior exercise of its option provided in Section 1301 to have Section
1303 applied to the Outstanding Securities of such series and any Coupons
appertaining thereto.

Section 1303.  Covenant Defeasance.

        Upon the Company's exercise of the option provided in Section
1301 to have this Section 1303 applied to the Outstanding Securities and
any Coupons appertaining thereto of any Defeasible Series, (i) the Company
shall be released from its obligations under Sections 1005 through 1007,
inclusive, and any other covenants specified in or pursuant to this
Indenture, and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Sections 1005 through 1007, inclusive, and
any other covenants specified in or pursuant to this Indenture), 501(5) and
501(8) shall be deemed not to be or result in an Event of Default, in each
case with respect to the Outstanding Securities of such series and any
Coupons appertaining thereto as provided in this Section on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter
called "Covenant Defeasance").  For this purpose, such Covenant Defeasance
means that the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such
specified Section (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any
such Section to any other provision herein or in any other document, but
the remainder of this Indenture and the Securities of such series and any
Coupons appertaining thereto shall be unaffected thereby.

Section 1304.  Conditions to Defeasance 
               or Covenant Defeasance. 

        The following shall be the conditions to application of either
Section 1302 or Section 1303 to the Outstanding Securities and any Coupons
appertaining thereto of any Defeasible Series:
 81
        (1)  The Company shall irrevocably have deposited or caused to be
    deposited with the Trustee (or another trustee that satisfies the
    requirements contemplated by Section 609 and agrees to comply with the
    provisions of this Article Thirteen applicable to it) as trust funds in
    trust for the purpose of making the following payments, specifically pledged
    as security for, and dedicated solely to, the benefit of the Holders of
    Outstanding Securities of such series and any Coupons appertaining thereto,
    (A) money in an amount, or (B) U.S. Government Obligations that through the
    scheduled payment of principal and interest in respect thereof in accordance
    with their terms will provide, not later than one day before the due date of
    any payment, money in an amount, or (C) a combination thereof, in each case
    sufficient, in the opinion of a nationally recognized firm of independent
    public accountants expressed in a written certification thereof delivered
    to the Trustee, to pay and discharge, and which shall be applied by the
    Trustee (or any such other qualifying trustee) to pay and discharge, the
    principal of and any premium and interest on the Securities of such series
    and any Coupons appertaining thereto on the respective Stated Maturities,
    in accordance with the terms of this Indenture and the Securities of such
    series and any Coupons appertaining thereto.  As used herein, "U.S.
    Government Obligation" means (x) any security that is (i) a direct
    obligation of the United States of America for the payment of which the
    full faith and credit of the United States of America is pledged or (ii) an
    obligation of a Person controlled or supervised by and acting as an agency
    or instrumentality of the United States of America the payment of which is
    unconditionally guaranteed as a full faith and credit obligation by the
    United States of America, which, in either case (i) or (ii), is not
    callable or redeemable at the option of the issuer thereof, and (y) any
    depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
    Securities Act of 1933, as amended) as custodian with respect to any U.S.
    Government Obligation specified in Clause (x) and held by such custodian
    for the account of the holder of such depositary receipt, or with respect
    to any specific payment of principal of or interest on any such U.S.
    Government Obligation, provided that (except as required by law) such
    custodian is not authorized to make any deduction from the amount payable
    to the holder of such depositary receipt from any amount received by the
    custodian in respect of the U.S. Government Obligation or the specific
    payment of principal or interest evidenced by such depositary receipt.

        (2)  In the case of an election under Section 1302, the Company
    shall have delivered to the Trustee an Opinion of Counsel stating that
    (A) the Company has received from, or there has been published by, the
 82     
    Internal Revenue Service a ruling or (B) since the date first set
    forth hereinabove, there has been a change in the applicable Federal
    income tax law, in either case (A) or (B) to the effect that, and
    based thereon such opinion shall confirm that, the Holders of
    the Outstanding Securities of such series and any Coupons appertaining
    thereto will not recognize gain or loss for Federal income tax
    purposes as a result of the deposit, Defeasance and discharge to be
    effected with respect to the Securities of such series and any Coupons
    appertaining thereto and will be subject to Federal income tax on the
    same amount, in the same manner and at the same times as would be the
    case if such deposit, Defeasance and discharge were not to occur.

        (3)  In the case of an election under Section 1303, the Company
    shall have delivered to the Trustee an Opinion of Counsel to the
    effect that the Holders of the Outstanding Securities of such series
    and any Coupons appertaining thereto will not recognize gain or loss
    for Federal income tax purposes as a result of the deposit and
    Covenant Defeasance to be effected with respect to the Securities of
    such series and any Coupons appertaining thereto and will be subject
    to Federal income tax on the same amount, in the same manner and at
    the same times as would be the case if such deposit and Covenant
    Defeasance were not to occur.

        (4)  The Company shall have delivered to the Trustee an Officer's
    Certificate to the effect that the Securities of such series, if then
    listed on any securities exchange, will not be delisted as a result of
    such deposit.

        (5)  No Event of Default or event that (after notice or lapse of
    time or both) would become an Event of Default shall have occurred and
    be continuing at the time of such deposit or, with regard to any Event
    of Default or any such event specified in Sections 501(6) and (7), at
    any time on or prior to the 90th day after the date of such deposit
    (it being understood that this condition shall not be deemed satisfied
    until after such 90th day).

        (6)  Such Defeasance or Covenant Defeasance shall not cause the
    Trustee to have a conflicting interest within the meaning of the Trust
    Indenture Act (assuming all Securities are in default within the
    meaning of the such Act).

        (7)  Such Defeasance or Covenant Defeasance shall not result in a
    breach or violation of, or constitute a default under, any other
    agreement or instrument to which the Company is a party or by which it
    is bound.
 83
        (8)  The Company shall have delivered to the Trustee an Officer's
    Certificate and an Opinion of Counsel, each stating that all
    conditions precedent with respect to such Defeasance or Covenant
    Defeasance have been complied with.

        (9)  Such Defeasance or Covenant Defeasance shall not result in
    the trust arising from such deposit constituting an investment company
    within the meaning of the Investment Company Act of 1940, as amended,
    unless such trust shall be qualified under such Act or exempt from
    regulation thereunder.

Section 1305.  Deposited Money and U.S. Government 
               Obligations to be Held in Trust;             
               Other Miscellaneous Provisions.    

        Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes
of this Section and Section 1306, the Trustee and any such other trustee
are referred to collectively as the "Trustee") pursuant to Section 1304 in
respect of the Securities and any Coupons appertaining thereto of any
Defeasible Series shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities of such series and any
Coupons appertaining thereto and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of
Securities of such series and any Coupons appertaining thereto, of all sums
due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other
funds except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge that by law is for the account of the Holders of Outstanding
Securities and any Coupons appertaining thereto.

        Anything in this Article Thirteen to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1304 with respect to Securities and any Coupons appertaining thereto
of any Defeasible Series that, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then
 84
be required to be deposited to effect an equivalent Defeasance or Covenant
Defeasance with respect to the Securities of such series and any Coupons
appertaining thereto.

Section 1306.  Reinstatement.

        If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article Thirteen with respect to the Securities of
any series and any Coupons appertaining thereto by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations
under this Indenture and the Securities of such series and any Coupons
appertaining thereto shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Thirteen with respect to Securities
of such series or any Coupons appertaining thereto until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust
pursuant to Section 1305 with respect to Securities of such series and any
Coupons appertaining thereto in accordance with this Article Thirteen;
provided, however, that if the Company makes any payment of principal of or
any premium or interest on any Security of such series or any Coupons
appertaining thereto following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of Securities of
such series and any Coupons appertaining thereto to receive such payment
from the money so held in trust.


                                ARTICLE FOURTEEN

                      Meetings of Holders of Securities

Section 1401.  Purpose for Which Meetings May be Called.

        A meeting of Holders of Securities of any series may be called at
any time and from time to time pursuant to this Article to make, give or
take any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.

Section 1402.  Call, Notice and Place of Meetings.

        (a)  The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1401, to be
held at such time and at such place in the Borough of Manhattan, The City
of New York, or, if Securities of such series are to be issued as Bearer
Securities, in London, as the Trustee shall determine.  Notice of every
meeting of Holders of Securities of any series, setting forth the time and
 85
the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in Section
106, not less than 21 nor more than 180 days prior to the date fixed for
the meeting.  The Trustee or the Company may fix, in advance of the giving
of such notice, a date as the record date for determining the Holders
entitled to notice or to vote at any such meeting not more than 15 days
prior to the date fixed for the giving of such notice.

        (b)  In case at any time the Company or the Holders of at least
10% in principal amount of the Outstanding Securities of any series shall
have requested the Trustee to call a meeting of the Holders of Securities
of any series for any purpose specified in Section 1401, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of the Securities of such series in
the amount above specified, as the case may be, may determine the time and
the place in the Borough of Manhattan, The City of New York, or, if
Securities of such series are to be issued as Bearer Securities, in London
for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

Section 1403.  Persons Entitled to Vote at Meetings.

        To be entitled to vote at any meeting of Holders of Securities of
any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in
writing as proxy for a Holder or Holders of one or more Outstanding
Securities of such series by such Holder or Holders.  The only Persons who
shall be entitled to be present or to speak at any meeting of Holders of
Securities of any series shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

Section 1404.  Quorum; Action.

        The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series.  In the absence of a
quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved.  In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting.  In the absence of a
 86
quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting. 
Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 1402(a), except that such notice need be given only
once not less than five days prior the date on which the meeting is
scheduled to be reconvened.

        Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a
quorum is present as aforesaid may be adopted only by the affirmative vote
of the Holders of a majority in principal amount of the Outstanding
Securities of that series, provided, however, that, except as limited by
the proviso to Section 902, any resolution with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action
which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted
at a meeting or an adjourned meeting duly reconvened and at which a quorum
is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of
such series.

        Any resolution passed or decision taken at any meeting of Holders
of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not present or represented at the meeting.

Section 1405.  Determination of Voting Rights; 
               Conduct and Adjournment of Meetings.

        (a)  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of such series in regard to proof of
the holding of Securities of such series and of the appointment of proxies
and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the
meetings as it shall deem appropriate.  Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved
in the manner specified in Section 104 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Section 104 to certify to the holding of
Bearer Securities.  Such regulations may provide that written instruments
 87
appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 104 or other proof.

        (b)  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been
called the Company or by Holders of Securities as provided in Section
1402(b), in which case the Company or the Holders of Securities of the
series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled
to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.

        (c)  At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding.  The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.

        (d)  Any meeting of Holders of Securities of any series duly
called pursuant to Section 1402 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented
at the meeting; and the meeting may be held as so adjourned without further
notice.

Section 1406.  Counting Votes and Recording Action of Meetings.

        The vote upon any resolution submitted to any meeting of Holders
of Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Securities of such series held or represented by them. 
The permanent chairman of the meeting shall appoint two inspectors of votes
who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their
verified written reports in triplicate of all votes cast at the meeting.  A
record, at least in triplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports
of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 1402 and, if applicable, Section 1404.  Each
 88
copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered
to the Company, and another to the Trustee to be preserved by the Trustee,
the latter to have attached thereto the ballots voted at the meeting.  Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.

        This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.


                         SOUTHWEST GAS CORPORATION


                         By:  _____________________________
                              


Attest:

__________________________
                         



                         __________________________________ 


                         By:  _____________________________
                              

Attest:

__________________________

 1
                                   
                                                        										 		 EXHIBIT 12.01
					                 SOUTHWEST GAS CORPORATION
			      COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
					                  (dollars in thousands)

                    							                  			                                      For the Twelve Months Ended
							                                                        ---------------------------------------------------------------------
       				                                                  			June 30,                         December 31,
							                                                        ---------   ---------------------------------------------------------
								                                                         1994        1993        1992        1991         1990       1989
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
                                                                                                          
Consolidated
1.  Fixed Charges:
    A) Interest expense                                        $  51,851   $  48,757   $  42,866   $  44,003   $  45,535   $  42,493
    B) Amortization                                                1,380       1,330       1,183       1,089       1,095       1,045
    C) Interest portion of rentals                                 5,656       5,589       5,456       5,346       5,020       5,370
    D) Interest on PriMerit debt                                  15,314      17,494      26,915      48,244      86,790     113,581
    E) Interest on PriMerit deposits                              44,900      57,643      85,974     114,744     127,143     106,269
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
    Total fixed charges                                        $ 119,101   $ 130,813   $ 162,394   $ 213,426   $ 265,583   $ 268,758
							                                                        =========   =========   =========   =========   =========   =========
2.  Earnings (as defined):                                                                                              
    F) Net income (loss)                                       $  24,280   $  15,406   $  17,661   $ (14,175)  $  37,171   $  42,685
    G) Income taxes                                               15,257       8,214      14,473         641      25,623      28,508
       Fixed Charges (1. above)                                  119,101     130,813     162,394     213,426     265,583     268,758
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
    Total earnings as defined                                  $ 158,638   $ 154,433   $ 194,528   $ 199,892   $ 328,377   $ 339,951
							                                                        =========   =========   =========   =========   =========   =========
3.  Ratio of earnings to fixed charges                              1.33        1.18        1.20        0.94        1.24        1.26
							                                                        =========   =========   =========   =========   =========   =========

										                                                                         For the Twelve Months Ended
							                                                        ---------------------------------------------------------------------
						                                                        		June 30,                         December 31,
							                                                        ---------   ---------------------------------------------------------
							                                                        	 1994        1993        1992        1991        1990        1989
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
                                                                                                         
Consolidated 
1.  Fixed Charges (without interest on deposits):
    A) Interest expense                                        $  51,851   $  48,757   $  42,866   $  44,003   $  45,535   $  42,493
    B) Amortization                                                1,380       1,330       1,183       1,089       1,095       1,045
    C) Interest portion of rentals                                 5,656       5,589       5,456       5,346       5,020       5,370
    D) Interest on PriMerit debt                                  15,314      17,494      26,915      48,244      86,790     113,581
                                                 							       ---------   ---------   ---------   ---------   ---------   ---------
    Total fixed charges                                        $  74,201   $  73,170   $  76,420   $  98,682   $ 138,440   $ 162,489
							                                                        =========   =========   =========   =========   =========   =========
2.  Earnings (as defined):                                                                                              
    F) Net income (loss)                                       $  24,280   $  15,406   $  17,661   $ (14,175)  $  37,171   $  42,685
    G) Income taxes                                               15,257       8,214      14,473         641      25,623      28,508
       Fixed Charges (1. above)                                   74,201      73,170      76,420      98,682     138,440     162,489
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
    Total earnings as defined                                  $ 113,738   $  96,790   $ 108,554   $  85,148   $ 201,234   $ 233,682
							                                                        =========   =========   =========   =========   =========   =========
3.  Ratio of earnings to fixed charges                              1.53        1.32        1.42        0.86        1.45        1.44
							                                                        =========   =========   =========   =========   =========   =========

 2

										                                                                              For the Twelve Months Ended
							                                                      ---------------------------------------------------------------------
				                                                      				June 30,                         December 31,
							                                                      ---------   ---------------------------------------------------------
						                                                      		 1994        1993        1992        1991        1990        1989
	                                               						       ---------   ---------   ---------   ---------   ---------   ---------
                                                                                                       
Company (natural gas operations)
1.  Fixed Charges 
    A) Interest expense                                      $  51,851   $  48,757   $  42,866   $  44,003   $  45,535   $  42,493
    B) Amortization                                              1,380       1,330       1,183       1,089       1,095       1,045
    C) Interest portion of rentals                               4,712       4,556       4,468       4,525       4,394       4,875
							                                                      ---------   ---------   ---------   ---------   ---------   ---------
    Total fixed charges                                      $  57,943   $  54,643   $  48,517   $  49,617   $  51,024   $  48,413
							                                                      =========   =========   =========   =========   =========   =========
2.  Earnings (as defined):                                                                                              
    D) Net income (loss)                                     $  24,280   $  15,406   $  17,661   $ (14,175)  $  37,171   $  42,685
    E) Less PriMerit earnings/loss                             (12,024)     (6,596)      9,818      28,400     (10,142)    (14,171)
    F) Income taxes                                              7,011       4,914      14,382       9,395      15,649      18,824
       Fixed Charges (1. above)                                 57,943      54,643      48,517      49,617      51,024      48,413
							                                                      ---------   ---------   ---------   ---------   ---------   ---------
    Total earnings as defined                                $  77,210   $  68,367   $  90,378   $  73,237   $  93,702   $  95,751
							                                                      =========   =========   =========   =========   =========   =========
3.  Ratio of earnings to fixed charges                            1.33        1.25        1.86        1.48        1.84        1.98
							                                                      =========   =========   =========   =========   =========   =========


 3                                                     

	                       					     SOUTHWEST GAS CORPORATION
			    COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
                       						      (dollars in thousands)

										                                                                          For the Twelve Months Ended
							                                                        ---------------------------------------------------------------------
				                                                        				June 30,                         December 31,
							                                                        ---------   ---------------------------------------------------------
					                                                        			 1994        1993        1992        1991        1990        1989
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
                                                                                                         
Consolidated
1.  Combined fixed charges                                                                                              
    A) Total fixed charges                                     $ 119,101   $ 130,813   $ 162,394   $ 213,426   $ 265,583   $ 268,758
    B) Preferred dividends*                                          990       1,416       1,840       1,222       2,618       2,915
                                                 							       ---------   ---------   ---------   ---------   ---------   ---------
    Total fixed charges and preferred dividends                $ 120,091   $ 132,229   $ 164,234   $ 214,648   $ 268,201   $ 271,673
							                                                        =========   =========   =========   =========   =========   =========
2.  Earnings                                                   $ 158,638   $ 154,433   $ 194,528   $ 199,892   $ 328,377   $ 339,951
							                                                        =========   =========   =========   =========   =========   =========
3.  Ratio of earnings to fixed charges and preferred dividends      1.32        1.17        1.18        0.93        1.22        1.25
							                                                        =========   =========   =========   =========   =========   =========
                                                              
										                                                                            For the Twelve Months Ended
							                                                        ---------------------------------------------------------------------
					                                                        			June 30,                         December 31,
							                                                        ---------   ---------------------------------------------------------
					                                                        			 1994        1993        1992        1991        1990        1989
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
                                                                                                         
Consolidated
1.  Combined fixed charge (without interest on deposits):
    A)  Total fixed charges                                    $  74,201   $  73,170   $  76,420   $  98,682   $ 138,440   $ 162,489
    B)  Preferred dividends*                                         990       1,416       1,840       1,222       2,618       2,915
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
    Total fixed charges and preferred dividends                $  75,191   $  74,586   $  78,260   $  99,904   $ 141,058   $ 165,404
							                                                        =========   =========   =========   =========   =========   =========
2.  Earnings                                                   $ 113,738   $  96,790   $ 108,554   $  85,148   $ 201,234   $ 233,682
							                                                        =========   =========   =========   =========   =========   =========
3.  Ratio of earnings to fixed charges and preferred dividends      1.51        1.30        1.39        0.85        1.43        1.41
							                                                        =========   =========   =========   =========   =========   =========
                                                              
									                                                                      	     For the Twelve Months Ended
							                                                        ---------------------------------------------------------------------
				                                                        				June 30,                         December 31,
							                                                        ---------   ---------------------------------------------------------
						                                                        		 1994        1993        1992        1991        1990        1989
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
                                                                                                         
Company (natural gas operations)
1.  Combined fixed charges                                                                                              
    A)  Total fixed charges                                    $  57,943   $  54,643   $  48,517   $  49,617   $  51,024   $  48,413
    B)  Preferred dividends*                                         956       1,154       1,540       2,125       2,447       2,902
							                                                        ---------   ---------   ---------   ---------   ---------   ---------
    Total fixed charges and preferred                                                                                            
      dividends                                                $  58,899   $  55,797   $  50,057   $  51,742   $  53,471   $  51,315
							                                                        =========   =========   =========   =========   =========   =========
2.  Earnings                                                   $  77,210   $  68,367   $  90,378   $  73,237   $  93,702   $  95,751
							                                                        =========   =========   =========   =========   =========   =========
3.  Ratio of earnings to fixed charges and preferred dividends      1.31        1.23        1.81        1.42        1.75        1.87
							                                                        =========   =========   =========   =========   =========   =========


* Preferred and preference dividends have been adjusted to represent the pretax
  earnings necessary to cover such dividend requirements.

                    
 1
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 25, 1994
included in Southwest Gas Corporation's Annual Report on Form 10-K for the year
ended December 31, 1993 and to all references to our Firm included in this
registration statement.





                                   ARTHUR ANDERSEN LLP



Las Vegas, Nevada
September 21, 1994


                                  
                                  
                                  Exhibit 23.01