AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1994
                                                 REGISTRATION NO. 33-
=============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

                          ADVANCED MICRO DEVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

    DELAWARE                       One AMD Place                 94-1692300
(State or other         Sunnyvale, California 94088-3453      (I.R.S. Employer
jurisdiction of                  (408) 732-2400           Identification Number)
incorporation)         (Address, including zip code, and
                          telephone number, including
                       area code, of Registrant's principal
                                executive offices)

                               MARVIN D. BURKETT
                             Senior Vice President
                   Chief Administrative Officer and Secretary
                     Chief Financial Officer and Treasurer
                                 One AMD Place
                        Sunnyvale, California 94088-3453
                                 (408) 732-2400
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                                   ----------
      The Commission is requested to send copies of all communications to:

    VICTOR J. BACIGALUPI, ESQ.                RICHARD H. LOVGREN, ESQ.
  Bronson, Bronson & McKinnon                  Acting General Counsel
     505 Montgomery Street                   Advanced Micro Devices, Inc.
  San Francisco, California 94111           One AMD Place, P.O. Box 3453
        (415) 986-4200                     Sunnyvale, California 94088-3453
                                                  (408) 749-2343

        Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
                                   ----------
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 /
                                    ---------

<TABLE>
                       CALCULATION  OF  REGISTRATION  FEE
<CAPTION>
===========================================================================================
                                                    Proposed     Proposed
            Title of                                 Maximum      Maximum
          Each Class of                Amount        Offering    Aggregate      Amount of
           Securities                   to be         Price       Offering     Registration
         to be Registered             Registered     Per Unit     Price(1)        Fee
- -------------------------------------------------------------------------------------------
<S>                                        <C>          <C>    <C>           <C>
Debt Securities......................
Preferred Stock, $0.10 par value.....
Depositary Shares....................
Common Stock, $0.01 par value(2) ...
Warrants to Purchase Common
  Stock ..............................
  Total..............................      (3)           (3)   $400,000,000  $137,931.03
=============================================================================================
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(o).

(2) Includes Preferred Stock Purchase Rights, which prior to the occurrence of
    certain events will not be exercisable or evidenced separately from the
    Common Stock.

(3) Not applicable pursuant to General Instruction II(D) to Form S-3 under the
    Securities Act of 1933.
</TABLE>

                                   ----------

    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 SECTION 8(A), MAY DETERMINE.

===============================================================================

<PAGE>

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.



                   SUBJECT TO COMPLETION, DATED APRIL 1, 1994

PROSPECTUS                                                            [logo]


                          ADVANCED MICRO DEVICES, INC.
                                DEBT SECURITIES
                                PREFERRED STOCK
                               DEPOSITARY SHARES
                                  COMMON STOCK
                       WARRANTS TO PURCHASE COMMON STOCK
                                   ----------

   Advanced Micro Devices, Inc. (the "Company"), directly or through
agents, dealers or underwriters designated from time to time, may offer,
issue and sell, together or separately, up to $400,000,000 in the aggregate of
(a) secured or unsecured debt securities (the "Debt Securities") of the
Company, which may be either senior debt securities (the "Senior Debt
Securities"), senior subordinated debt securities (the "Senior Subordinated
Debt Securities") or subordinated debt securities (the "Subordinated Debt
Securities"), (b) shares of preferred stock, par value $0.10 per share (the
"Preferred Stock"), of the Company in one or more series, (c) depositary
shares of the Company (the "Depositary Shares") evidencing fractions of
shares of Preferred Stock, (d) shares of common stock, par value $0.01 per
share (the "Common Stock"), of the Company accompanied by preferred
stock purchase rights ("Rights"), and (e) warrants to purchase Common
Stock (the "Warrants"), or any combination of the foregoing, either
individually or as units consisting of one or more of the foregoing, each on
terms to be determined at the time of sale. The Debt Securities may be
issued as exchangeable and/or convertible Debt Securities exchangeable for
or convertible into shares of Common Stock, Preferred Stock or any other
Security. The Preferred Stock may also be exchangeable for and/or
convertible into shares of Common Stock, Preferred Stock or any other
Security. The Debt Securities, the Preferred Stock, the Depositary Shares,
the Common Stock and the Warrants are collectively referred to herein as
the "Securities."

   When a particular series of Securities is offered, a supplement to this
Prospectus (each a "Prospectus Supplement") will be delivered with this
Prospectus. For Debt Securities, the Prospectus Supplement will set forth
with respect to such series (the "Offered Debt Securities"): the designation
(including whether senior, senior subordinated or subordinated and whether
convertible or exchangeable); the nature and terms of the security for any
secured Offered Debt Securities; aggregate principal amount; authorized
denominations; maturity; rate or rates (or method of determining the same)
and the time or times of payment of any interest; the purchase price; any
optional or mandatory redemption provisions; any sinking fund provisions;
provisions relating to any conversion or exchange feature of the Offered
Debt Securities; and any other specific terms of the Offered Debt Securities.
For Preferred Stock and Depositary Shares, the Prospectus Supplement will
set forth with respect to such series (the "Offered Preferred Stock" or the
"Offered Depositary Shares"): aggregate number of shares offered; the
public offering price; designation, rights, preferences and limitations,
including rate or rates (or method of determining the same) and the time or
times of payment of dividends; voting rights, if any; liquidation preference;
any conversion, exchange, redemption or sinking fund provisions; and any
other specific terms of the Offered Preferred Stock or the Offered
Depositary Shares. In addition, with respect to the Offered Depositary
Shares, the Prospectus Supplement will set forth the fraction of a share of
Preferred Stock represented by each of the Offered Depositary Shares. For
Common Stock, the Prospectus Supplement will set forth the terms of the
offering and sale. For Warrants, the Prospectus Supplement will set forth
with respect to such series (the "Offered Warrants"): offering price, exercise
price, duration, detachability, call provisions and any other specific terms of
the Offered Warrants.

   SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PROSPECTIVE INVESTOR.

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

   The Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. The
Company reserves the sole right to accept, and together with its agents,
from time to time, to reject in whole or in part any proposed purchase of
Securities to be made directly or through agents. See "Plan of Distribution."
If any such agents or underwriters are involved in the sale of any Securities,
the names of such agents or underwriters and any applicable fees,
commissions or discounts will be set forth in the applicable Prospectus
Supplement.

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

            The date of this Prospectus is             , 1994.

<PAGE>


   IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.


                             AVAILABLE INFORMATION

   Advanced Micro Devices, Inc. (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 the public reference room of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and the public reference facilities in the New York
Regional Office, Seven World Trade Center, 13th Floor, New York, New
York 10048, and Chicago Regional Office, Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates by writing to the Securities and
Exchange Commission, Public Reference Section, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Such material can also be inspected
at the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

   This Prospectus constitutes a part of a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company under the Securities Act of
1933, as amended, with respect to the Securities offered hereby. This
Prospectus does not contain all the information included in such Registration
Statement, certain items of which are omitted in accordance with the rules
and regulations of the Commission. For further information with respect to
the Company and the Securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference: (a) Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, filed pursuant to Section 13 of the
Exchange Act; (b) Current Reports on Form 8-K dated February 10 and March 10,
1994, filed pursuant to Section 13 of the Exchange Act; (c) the description of
the Company's Common Stock contained in the Company's Registration Statement on
Form 8-A filed September 14, 1979; (d) the description of the Company's
Depositary Convertible Exchangeable Preferred Shares, each representing 1/10th
share of $30.00 Convertible Exchangeable Preferred Stock, $0.10 par value,
contained in the Company's Registration Statement on Form 8-A filed February 18,
1987, and Amendment No. 1 thereto filed March 25, 1987; and (e) the description
of the Company's Series A Junior Participating Preferred Stock, $0.10 par value,
and shareholder rights plan contained in the Company's Registration Statement on
Form 8-A filed February 21, 1990.

   All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering covered by this Prospectus shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein, or
contained in this Prospectus, shall be deemed to be modified or superseded
for purposes of the Registration Statement or this Prospectus to the extent
that a statement contained herein or in any other document subsequently
filed with the Commission which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or this
Prospectus.

   The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the foregoing documents incorporated herein by
reference other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests should
be directed to: Corporate Secretary, Advanced Micro Devices, Inc., One
AMD Place, Sunnyvale, California 94088-3453 (telephone: (408) 732-2400).
The information relating to the Company contained in this Prospectus does
not purport to be comprehensive and should be read together with the
information contained in the documents incorporated or deemed to be
incorporated by reference herein.

<PAGE>


                           THE COMPANY

   Advanced Micro Devices, Inc. ("AMD" or the "Company"), a Delaware
corporation, was founded in 1969, became a publicly held company in 1972
and since 1979 has been listed on the New York Stock Exchange ("NYSE")
with the trading symbol of AMD. The Company designs, develops,
manufactures and markets complex monolithic integrated circuits for use by
manufacturers of a broad range of electronic equipment and systems.

   The Company has sales offices worldwide, and has manufacturing or
testing facilities in Sunnyvale and Santa Clara, California; Austin, Texas;
Atsugi, Japan; Bangkok, Thailand; Penang, Malaysia; Singapore; and
Basingstoke, England. The Company employs approximately 11,895 people
worldwide. Its executive offices and corporate headquarters are located at
One AMD Place, Sunnyvale, California 94088-3453, and its telephone number
is (408) 732-2400.


                          INVESTMENT CONSIDERATIONS

   Potential investors are encouraged to consider information concerning
the Company's on-going legal proceedings and litigation, including the
litigation with Intel Corporation ("Intel"), described in the Company's
Current Report on Form 8-K dated March 10, 1994, and the factors
described under "Factors That May Affect Future Results of Operations and
Financial Condition" in "Management's Discussion and Analysis of Results of
Operations and Financial Condition" contained in Exhibit 13 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
26, 1993 (the "1993 10-K"), all as modified and superseded by any document
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Prospectus.

   The Company is dependent upon a foundry arrangement with Digital
Equipment Corporation ("DEC") to provide sufficient production capacity to
meet the expected demand in 1995 for its Am486TM microprocessor products.
The Company has entered into a strategic alliance with Hewlett-Packard
Corporation ("HP") to collaborate on the development of advanced process
technology to enable the Company to produce microprocessors and logic
devices with 0.35 micron CMOS logic technology, and the Company is
dependent upon this alliance with respect to the development of this
technology. Additional information concerning the Company's relationships
with DEC and HP is set forth under "Business-Process Technology and
Manufacturing" in the 1993 10-K. The Company has entered into a joint
venture relationship with Fujitsu Limited for the development and
manufacturing of EPROMS and Flash memory devices and is dependent on
this relationship with respect to such devices. For additional information
concerning this joint venture, see "Business- Products-Joint Venture with
Fujitsu Limited" in the 1993 10-K.

   The Company is currently developing its next generation of central
processing unit ("CPU") microprocessor products, known as the "K series."
The CPU microprocessor products currently produced by the Company
primarily for use in personal computers and workstations are based on the
iAPX architecture originally developed by Intel. The K series products,
however, will be based on superscalar RISC-type architecture. The K series
will face competition not only from iAPX products but also from products
based upon an increased number of different architectures which have been
developed or are under development by HP, IBM Corporation, Motorola,
Inc., Sun Microsystems, Inc. and other manufacturers of integrated circuits. No
assurance can be given that the Company's K series products will achieve market
acceptance. See "Business-Products-Microprocessors" in the 1993 10-K.


                         USE OF PROCEEDS

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


              RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS


Ratio of Earnings to Fixed Charges:

   The following table sets forth the ratios of earnings to fixed charges for
the Company for the periods indicated.


                                  Fiscal Year Ended
- -----------------------------------------------------------------------------
December 31,    December 30,    December 29,     December 27,    December 26,
   1989            1990            1991              1992            1993
- -----------      ----------     ----------        ----------      ----------
  2.71 x            (a)            5.11 x            9.43 x         18.59 x
- ----------
(a) The amount of additional earnings required to cover fixed charges in the
    fiscal year ended December 30, 1990, was $63,731,000.



Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends:

   The following table sets forth the ratios of earnings to combined fixed
charges and preferred stock dividends for the periods indicated.

                                  Fiscal Year Ended
- -----------------------------------------------------------------------------
December 31,    December 30,    December 29,     December 27,    December 26,
   1989            1990            1991              1992            1993
- -----------      ----------     ----------        ----------      ----------
   1.94 x           (a)            3.94 x            6.93 x         10.30 x
- ----------
(a) The amount of additional earnings required to cover fixed charges and
    preferred stock dividends in the fiscal year ended December 30, 1990,
    was $74,081,000.


   The ratio of earnings to fixed charges has been computed by dividing
earnings by fixed charges. The ratio of earnings to fixed charges and
preferred stock dividends has been computed by dividing earnings by the
sum of fixed charges and preferred stock dividend requirements. Earnings
consist of income before income taxes, amortization of capitalized interest
plus fixed charges other than capitalized interest. Fixed charges consist of
interest on all indebtedness, amortization of debt issuance costs and the
portion of rental expense representative of interest.


                       GENERAL DESCRIPTION OF SECURITIES

   The Company, directly or through agents, dealers or underwriters
designated from time to time, may offer, issue and sell, together or
separately, up to $400,000,000 in the aggregate of (a) secured or unsecured
debt securities (the "Debt Securities") of the Company, which may be senior
debt securities (the "Senior Debt Securities"), senior subordinated debt
securities (the "Senior Subordinated Debt Securities") or subordinated debt
securities (the "Subordinated Debt Securities"), (b) shares of preferred
stock, par value $0.10 per share (the "Preferred Stock"), of the Company in
one or more series, (c) depositary shares of the Company (the "Depositary
Shares") evidencing fractions of shares of Preferred Stock, (d) shares of
common stock, par value $0.01 per share (the "Common Stock") of the
Company, accompanied by preferred stock purchase rights ("Rights"), and
(e) warrants to purchase Common Stock (the "Warrants"), or any
combination of the foregoing, either individually or as units consisting of one
or more of the foregoing, each on terms to be determined at the time of sale.
The Debt Securities may be issued as exchangeable and/or convertible Debt
Securities exchangeable for or convertible into shares of Common Stock,
Preferred Stock or any other Security. The Preferred Stock may also be
exchangeable for and/or convertible into shares of Common Stock, Preferred
Stock or any other Security. The Debt Securities, the Preferred Stock, the
Depositary Shares, the Common Stock and the Warrants are collectively
referred to herein as the "Securities."


                         DESCRIPTION OF DEBT SECURITIES

   The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions do not
apply to the Debt Securities so offered will be described in the Prospectus
Supplement relating to such Debt Securities.

   Debt Securities may be issued from time to time in series under an
indenture, and one or more indentures supplemental thereto (collectively,
the "Indenture"), between the Company and a trustee to be identified in the
applicable Prospectus Supplement (the "Trustee"). The terms of the Debt
Securities will include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (the "TIA")
as in effect on the date of the Indenture. The Debt Securities will be subject
to all such terms, and potential investors in the Debt Securities are referred
to the Indenture and the TIA for a statement thereof. The following
summary of certain provisions of the Indenture does not purport to be
complete and is qualified in its entirety by reference to the Indenture,
including the definitions therein of certain terms used below. A copy of the
proposed form of Indenture has been filed as an exhibit to 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.


GENERAL

   The Indenture will provide for the issuance of Debt Securities in series
and will 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: (1) the title of the
Offered Debt Securities; (2) whether the Offered Debt Securities are Senior
Debt Securities, Senior Subordinated Debt Securities or Subordinated Debt
Securities or any combination thereof; (3) any limit upon the aggregate
principal amount of the Offered Debt Securities; (4) the date or dates on
which the principal of the Offered Debt Securities is payable; (5) the rate or
rates at which the Offered Debt Securities will bear interest, if any, or the
manner in which such rate or rates are determined; (6) 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 record dates for the determination of holders to whom interest is
payable; (7) the obligation of the Company, if any, to redeem, purchase or
repay the Offered Debt Securities, in whole or in part, pursuant to any
sinking fund or analogous provisions or at the option of the holders and the
price or prices at which and the period and periods within which and the
terms and conditions upon which the Offered Debt Securities shall be
redeemed, purchased or repaid pursuant to such obligation; (8) the place or
places where the principal of and any interest on the Offered Debt Securities
will be payable; (9) the denominations in which any Offered Debt Securities
will be issuable, if other than denominations of U.S. $1,000 and any integral
multiple thereof; (10) 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;
(11) any addition to or change in the covenants which apply to the Offered
Debt Securities; (12) any Events of Default with respect to the Offered Debt
Securities, if not otherwise set forth under "Events of Default;" (13) whether
the Offered Debt Securities will be issued in whole or in part in global form;
the terms and conditions, if any, upon which such global Offered Debt
Securities may be exchanged in whole or in part for other individual
securities, and the depositary for such Offered Debt Securities; (14) the
terms and conditions, if any, upon which the Offered Debt Securities may be
exchanged for or converted into other securities or property; (15) the nature
and terms of the security for any secured Offered Debt Securities; and (16)
any other terms of the Offered Debt Securities, which terms shall not be
inconsistent with the provisions of the Indenture.

   Debt Securities may be issued at a discount from their principal amount
("Original Issue Discount Securities"). 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 a Prospectus
Supplement, the Debt Securities will be unsecured and 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.


STATUS OF DEBT SECURITIES

   The Senior Debt Securities will be unsubordinated obligations of the
Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company.

   The obligations of the Company pursuant to Senior Subordinated Debt
Securities will be subordinate and junior in right of payment, to the extent
and in the manner set forth in the Indenture, to all Senior Indebtedness of
the Company. Except to the extent set forth in the Prospectus Supplement,
"Senior Indebtedness" of the Company is defined to mean the principal of,
and premium, if any, and any interest (including interest accruing
subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency
or similar law now or hereafter in effect) on (a) all indebtedness of the
Company whether heretofore or hereafter incurred (i) for borrowed money
or (ii) incurred in connection with the acquisition by the Company or a
subsidiary of assets other than in the ordinary course of business, for the
payment of which the Company is liable directly or indirectly by guarantee,
letter of credit, obligation to purchase or acquire or otherwise, or the
payment of which is secured by a lien, charge or encumbrance on assets
acquired by the Company, (b) amendments, modifications, renewals,
extensions and deferrals of any such indebtedness, and (c) any indebtedness
issued in exchange for any such indebtedness (clauses (a) through (c) hereof
being collectively referred to herein as "Debt"); provided, however, that the
following will not constitute Senior Indebtedness with respect to Senior
Subordinated Debt Securities: (1) any Debt as to which, in the instrument
evidencing such Debt or pursuant to which such Debt was issued, it is
expressly provided that such Debt is subordinate in right of payment to all
Debt of the Company not expressly subordinated to such Debt; (2) any Debt
which by its terms refers explicitly to the Senior Subordinated Debt
Securities and states that such Debt shall not be senior in right of payment;
and (3) any Debt of the Company in respect of the Senior Subordinated Debt
Securities or any Subordinated Debt Securities. The Company will not issue
Debt which is subordinated in right of payment to any other Debt of the
Company and which is not expressly made pari passu with, or subordinate
and junior in right of payment to, the Senior Subordinated Debt Securities.

   The obligations of the Company pursuant to Subordinated Debt
Securities will be subordinate in right of payment to all Senior Indebtedness
of the Company and to any Senior Subordinated Debt Securities; provided,
however, that the following will not constitute Senior Indebtedness with
respect to Subordinated Debt Securities: (1) any Debt as to which, in the
instrument evidencing such Debt or pursuant to which such Debt was
issued, it is expressly provided that such Debt is subordinate in right of
payment to all Debt of the Company not expressly subordinated to such
Debt; and (2) any Debt of the Company in respect of Subordinated Debt
Securities and any Debt which by its terms refers explicitly to the
Subordinated Debt Securities and states that such Debt shall not be senior
in right of payment.

   No payment pursuant to the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, as the case may be, may be made unless all
amounts of principal, premium, if any, and interest then due on all applicable
Senior Indebtedness of the Company shall have been paid in full or if there
shall have occurred and be continuing beyond any applicable grace period a
default in any payment with respect to any such Senior Indebtedness, or if
there shall have occurred any event of default with respect to any such
Senior Indebtedness permitting the holders thereof to accelerate the
maturity thereof, or if any judicial proceeding shall be pending with respect
to any such default. However, the Company may make payments pursuant
to the Senior Subordinated Debt Securities or the Subordinated Debt
Securities, as the case may be, if a default in payment or an event of default
with respect to the Senior Indebtedness permitting the holder thereof to
accelerate the maturity thereof has occurred and is continuing and judicial
proceedings with respect thereto have not been commenced within a certain
number of days of such default in payment or event of default. Upon any
distribution of the assets of the Company upon dissolution, winding-up,
liquidation or reorganization, the holders of Senior Indebtedness of the
Company will be entitled to receive payment in full of principal, premium, if
any, and interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of
the Company under any applicable bankruptcy, insolvency or similar law
now or hereafter in effect) before any payment is made on the Senior
Subordinated Debt Securities or Subordinated Debt Securities, as applicable.
By reason of such subordination, in the event of insolvency of the Company,
holders of Senior Indebtedness of the Company may receive more, ratably,
and holders of the Senior Subordinated Debt Securities or Subordinated
Debt Securities, as applicable, having a claim pursuant to the Senior
Subordinated Debt Securities or Subordinated Debt Securities, as applicable,
may receive less, ratably, than the other creditors of the Company. Such
subordination will not prevent the occurrence of any Event of Default in
respect of the Senior Subordinated Debt Securities or the Subordinated
Debt Securities.


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 any other Security 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 any interest on the Debt
Securities will be payable, and the exchange of and the transfer of Debt
Securities will be registrable, at the office of the Trustee or at any other
office or agency maintained by the Company for such purpose subject to the
limitations of the Indenture. Unless otherwise indicated in the applicable
Prospectus Supplement, the Debt Securities will be issued in denominations
of U.S. $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 transfer tax
or similar governmental charge imposed in connection therewith.


SECURED DEBT SECURITIES

   The terms, if any, on which Debt Securities of a series may be secured
will be set forth in the Prospectus Supplement relating thereto. The terms
of the Company's current credit agreements generally prohibit the Company
from encumbering its assets. With certain limited exceptions, so long as
these provisions are in effect, the Company may not issue secured Debt
Securities without having first obtained modifications or waivers of these
provisions.


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 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
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 applicable Indenture.

   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 depositary for such Global Security or any nominee of such
depositary, and no such transfer may be registered, unless (i) the depositary
has notified the Company that it is unwilling or unable to continue as
depositary for such Global Security or has ceased to be qualified to act as
such as required by the applicable Indenture, (ii) the Company executes and
delivers to the Trustee an order that such Global Security shall be so
transferable, registrable and exchangeable, and such transfers shall be
registrable, or (iii) 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 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 depositary will be represented by a Global
Security registered in the name of such depositary or its nominee. Upon the
issuance of such Global Security, and the deposit of such Global Security
with or on behalf of the depositary for such Global Security, the 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
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 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 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 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 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 interest on a Global Security will be payable in the
manner described in the applicable Prospectus Supplement.


CONSOLIDATION, MERGER AND SALE OF ASSETS

   The Company, without the consent of a percentage of the holders of
outstanding Debt Securities, may not consolidate with or merge into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its property or assets to any person unless (a) the Company is the
surviving corporation or the entity or the person formed by or surviving any
such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have
been made is a corporation organized and existing under the laws of the
United States, any state thereof or the District of Columbia; (b) the entity
or person formed by or surviving any such consolidation or merger (if other
than the Company) or the entity or person to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made
assumes all the obligations of the Company under the Debt Securities and
the Indenture; and (c) immediately prior to and after the transaction no
Default or Event of Default exists.


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 will constitute Events of Default under the Indenture with respect
to Debt Securities of any series:(a) failure to pay any interest on any Debt
Security of that series when due, and the Default continues for 30 days; (b)
failure to pay principal of any Debt Security of that series when due and
payable at maturity, upon redemption or otherwise; (c) an Event of Default,
as defined in the Debt Securities of that series, occurs and is continuing, or
the Company fails to comply with any of its other agreements in the Debt
Securities of that series or in the Indenture with respect to that series and
the Default continues for the period and after the notice provided therein;
and (d) certain events of bankruptcy, insolvency or reorganization. If an
Event of Default with respect to outstanding Debt Securities of any series
(other than an Event or Default relating to certain events of bankruptcy,
insolvency or reorganization) 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 to the Company and the Trustee, as
provided in the Indenture, may declare the unpaid principal amount (or, if
the Debt Securities of that series are Original Issue Discount Securities,
such lesser amount as may be specified in the terms of that series) of and
any accrued interest on 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 will provide 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 applicable 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.

   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 that Indenture and as to any default in such performance.


MODIFICATION AND WAIVER

   Subject to certain exceptions, the Company and the Trustee may
supplement or amend the Indenture or the Debt Securities with the written
consent of the holders of a majority in principal amount of the then
outstanding Debt Securities of each series affected by the amendment with
each series voting as a separate class. The holders of a majority in principal
amount of the then outstanding Debt Securities of any series may also waive
compliance in a particular instance by the Company with any provision of
the Indenture with respect to the Debt Securities of that series; provided,
however, that without the consent of each holder of Debt Securities affected,
an amendment or waiver may not (i) reduce the percentage of the principal
amount of Debt Securities whose holders must consent to an amendment or
waiver; (ii) reduce the rate or change the time for payment of interest on
any Debt Security; (iii) reduce the principal of or change the fixed maturity
of any Debt Security, or alter the redemption provisions with respect
thereto; (iv) make any Debt Security payable in money other than that
stated in the Debt Security; (v) make any change in the provisions
concerning waivers of Default or Events of Default by holders or the rights
of holders to recover the principal of or interest on any Debt Security; or
(vi) waive a default in the payment of the principal of, or interest on, any
Debt Security, except as otherwise provided in the Indenture. The Company
and the Trustee may amend the Indenture or the Debt Securities without
notice to or the consent of any holder of a Debt Security: (i) to cure any
ambiguity, defect or inconsistency; (ii) to comply with the Indenture's
provisions with respect to successor corporations; (iii) to comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the TIA; (iv) to provide for Debt Securities in addition to
or in place of certificated Debt Securities; (v) to add to, change or eliminate
any of the provisions of the Indenture in respect of one of more series of
Debt Securities, provided, however, that any such addition, change or
elimination (A) shall neither (1) apply to any Debt Security of any series
created prior to the execution of such amendment and entitled to the benefit
of such provision, nor (2) modify the rights of a holder of any such Debt
Security with respect to such provision, or (B) shall become effective only
when there is no outstanding Debt Security of any series created prior to
such amendment and entitled to the benefit of such provision; (vi) to make
any change that does not adversely affect in any material respect the
interests of the holders of any series of Debt Securities; or (vii) to establish
additional series of Debt Securities as permitted by the Indenture.

   Subject to certain exceptions, the holders of a majority in principal
amount of the then outstanding Debt Securities of any series, by notice to
the Trustee, may waive an existing Default or Event of Default and its
consequences with respect to the Debt Securities of that series except a
Default or Event of Default in the payment of the principal of or interest on
any Debt Security.


TERMINATION OF THE COMPANY'S OBLIGATIONS UNDER THE DEBT SECURITIES AND THE
INDENTURE

   Except as otherwise described below, the Company may terminate its
obligations under the Debt Securities of any series and the Indenture with
respect to that series if:

     (a) all Debt Securities of that series previously authenticated and
   delivered (other than destroyed, lost or stolen Debt Securities which
   have been replaced or Debt Securities of that series which are paid or
   Debt Securities of that series for whose payment money or securities has
   theretofore been held in trust and thereafter repaid to the Company)
   have been delivered to the Trustee for cancellation and the Company has
   paid all sums payable by it under the Indenture with respect to such
   series; or

     (b)  (1)  the Debt Securities of that series mature within one year or
   all of them are to be called for redemption within one year after
   arrangements satisfactory to the Trustee for giving notice of redemption;
   and

          (2)   the Company irrevocably deposits in trust with the Trustee
   during such one-year period, under the terms of an irrevocable trust
   agreement in form and substance satisfactory to the Trustee, as trust
   funds solely for the benefit of the holders of Debt Securities of that
   series for that purpose, money or U.S. Government Obligations, or a
   combination thereof, with the U.S. Government Obligations maturing as
   to principal and interest in such amounts and at such times as are
   sufficient, without consideration of any reinvestment of such interest, to
   pay principal of and interest on the Debt Securities of that series to
   maturity or redemption, as the case may be, and to pay all other sums
   payable by it under the Indenture; or

     (c)  (1)  the Company irrevocably deposits in trust with the Trustee
   under the terms of an irrevocable trust agreement in form and substance
   satisfactory to the Trustee, as trust funds solely for the benefit of the
   holders of Debt Securities of that series for that purpose, money or U.S.
   Government Obligations, or a combination thereof, with the U.S.
   Government Obligations maturing as to principal and interest in such
   amounts and at such times as are sufficient, without consideration of any
   reinvestment of such interest, to pay principal of and interest on the
   Debt Securities of that series to maturity or redemption, as the case may
   be;

          (2)  The Company shall have delivered to the Trustee either (A)
   a ruling directed to the Trustee received from the Internal Revenue
   Service to the effect that the holders of the Debt Securities of that series
   will not recognize income, gain or loss for federal income tax purposes as
   a result of the Company's exercise of its option under this clause (c) and
   will be subject to federal income tax on the same amount and in the
   same manner and at the same times as would have been the case if such
   option had not been exercised, or (B) an opinion of counsel to the same
   effect as the ruling described in subclause (A) above accompanied by a
   ruling to that effect published by the Internal Revenue Service, unless
   there has been a change in the applicable federal income tax law since
   the date of the Indenture such that a ruling from the Internal Revenue
   Service is no longer required;

          (3)  The Company has paid or caused to be paid all sums then
   payable by the Company under the Indenture; and

          (4)   the Company has delivered to the Trustee an officers'
   certificate and an opinion of counsel, each stating that all conditions
   precedent provided for in this clause (c) relating to termination of
   obligations of the Company have been complied with.

   The Company's obligations under sections of the Indenture relating to
the registrar and the paying agent, their obligations, the maintenance of a
list of holders, transfers of Debt Securities, replacement of securities,
payment (together with payment obligations under the Debt Securities of
that series), compensation and indemnity of the Trustee (Section 7.07),
replacement of the Trustee and repayment to the Company of excess money
held by the Trustee or the paying Agent (Section 8.03), shall survive until
the Debt Securities of that series are no longer outstanding. Thereafter, and
after any discharge pursuant to clause (a) above, only the Company's
obligations in Sections 7.07 and 8.03 of the Indenture shall survive. If the
ruling from the Internal Revenue Service or opinion of counsel referred to in
clause (c)(2) above is based on or assumes that the Company's payment
obligations under the Indenture or its payment obligations under the Debt
Securities will continue (or is silent with respect thereto), then such
discharge shall constitute only a "covenant defeasance" and, consequently,
the Company shall remain liable for the payment of the Debt Securities of
that series. However, if and when a ruling from the Internal Revenue
Service or opinion of counsel referred to in clause (c)(2) above is able to be
provided specifically without regard to, and not in reliance upon, the
continuance of the Company's payment obligations under the Indenture and
its payment obligations under the Debt Securities of that series, then the
Company's payment obligations under the Indenture and the Debt Securities
of that series shall cease upon delivery to the Trustee of such ruling or
opinion of counsel and compliance with the other conditions precedent
provided for in clause (c) above relating to the satisfaction and discharge of
the Indenture. In such a case (a "legal defeasance") holders would be able to
look only to the trust fund for payment of principal or interest on the Debt
Securities.


REGARDING THE TRUSTEES

   The Company intends that the Trustee with respect to the first series of
Debt Securities will be United States Trust Company of New York, and its
address is 114 West 47th Street, New York, New York 10036. Other
Trustees may be designated for any subsequent series of Debt Securities.
The Indenture and provisions of the TIA incorporated by reference therein
contain certain limitations on the rights of the Trustee, should it become a
creditor of the Company, to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim, as security
or otherwise. The Trustee and its affiliates engage in, and will be permitted
to continue to engage in, other transactions with the Company and its
affiliates; provided, however, that if it acquires any conflicting interest (as
defined), it must eliminate such conflict or resign.

   The holders of a majority in principal amount of the then outstanding
Debt Securities of any series will have the right to direct the time, method
and place of conducting any proceeding for exercising any remedy available
to the Trustee. The TIA and the Indenture provide that in case an Event of
Default shall occur (and be continuing), the Trustee will be required, in the
exercise of its rights and powers, to use the degree of care and skill of a
prudent man in the conduct of his own affairs. Subject to such provision, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request of any of the holders of the Debt
Securities of any series issued thereunder, unless they have offered to the
Trustee indemnity satisfactory to it.


                         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 Certificate of Incorporation (the "Certificate of
Incorporation"), and the certificate of designations (a "Certificate of
Designations") relating to each series of the Preferred Stock which will be
filed with the Commission and incorporated by reference in 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.


GENERAL

   The authorized capital stock of the Company consists of 250,000,000 shares of
Common Stock, $0.01 par value per share, and 1,000,000 shares of preferred
stock, $0.10 par value per share ("preferred stock of the Company," which term,
as used herein, includes the Preferred Stock offered hereby). As of March 30,
1994, the Company had 92,979,749 shares of Common Stock and 344,975 shares of
preferred stock outstanding, of which 171,085 shares of Common Stock were owned
by the Company as treasury stock, and has authorized the issuance of up to
150,000 additional shares of preferred stock pursuant to its shareholder rights
plan. See "-Outstanding Preferred Stock" and "Description of Common Stock."

   Under the Certificate of Incorporation, the Board of Directors of the
Company is authorized without further stockholder action to provide for the
issuance of up to 505,000 shares of preferred stock of the Company, in one
or more series, with such voting powers, full or limited, and with such
designations, preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be
stated in the resolution or resolutions providing for the issue of a series of
such stock adopted, at any time or from time to time, by the Board of
Directors of the Company (as used herein the term "Board of Directors of
the Company" includes any duly authorized committee thereof). Under the
terms of the Company's currently outstanding $30.00 Convertible
Exchangeable Preferred Stock, the Company may not issue Preferred Stock
which by its terms is expressly made senior to the $30.00 Convertible
Exchangeable Preferred Stock either as to dividends or as to the
distribution of assets on any voluntary or involuntary liquidation of the
Company.

   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: (i) the
designation and stated value per share of such Preferred Stock and the
number of shares offered; (ii) the amount of liquidation preference per share;
(iii) the initial public offering price at which such Preferred Stock will be
issued; (iv) 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; (v) any redemption or sinking fund provisions;
(vi) any conversion or exchange rights; (vii) whether the Company has
elected to offer Depositary Shares as described below under "Description of
Depositary Shares;" and (viii) 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 will be subordinate to those of the Company's general
creditors.


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 any dividend 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.

   The terms of the Company's current credit agreement prohibit the
Company from paying cash dividends on its capital stock, other than
mandatory current dividend payments to the holders of the shares of
Preferred Stock which are currently outstanding. So long as the provision is
in effect, the Company may not offer Preferred Stock with dividend rights
without having first obtained a modification or waiver of this provision.

   Unless otherwise specified in the applicable Prospectus Supplement, so
long as the shares of any series of the Preferred Stock are outstanding,
unless (i) 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, as defined below) and (ii) 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 funds 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, as defined below), 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 (the Common
Stock and any such other stock being herein referred to as "Junior 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 of stock of the Company, other
than in Junior Stock which is neither convertible into, nor exchangeable or
exercisable for, any securities of the Company other than Junior Stock.
<PAGE>
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 stockholders, before any distribution of assets is made to
the holders of Common Stock or any other shares of stock of the Company
ranking junior as to such distribution to such series of the Preferred 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, unless otherwise provided in the applicable Prospectus Supplement,
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. 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.

   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 AND EXCHANGE RIGHTS

   The terms, if any, on which shares of Preferred Stock of any series may
be exchanged for or converted into shares of Common Stock, or another
series of Preferred Stock, or any other Security will be set forth in the
Prospectus Supplement relating thereto. Such terms may include provisions
for conversion, either mandatory, at the option of the holder, or at the
option of the Company, in which case the number of shares of Common
Stock, the shares of another series of Preferred Stock or the amount of any
other securities to be received by the holders of Preferred Stock would be
calculated as of a time and in the manner stated in the Prospectus
Supplement.


VOTING RIGHTS

   Except as indicated 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.


OUTSTANDING PREFERRED STOCK

   As of the date hereof, the Company has issued and outstanding 344,975
shares of $30.00 Convertible Exchangeable Preferred Stock which are fully
paid and nonassessable. The Company has also authorized up to 150,000
shares of Series A Junior Participating Preferred Stock in connection with
its preferred stock purchase rights plan. See "Description of Common
Stock-Rights Agreement."

   The $30.00 Convertible Exchangeable Preferred Stock bears a
cumulative dividend of $30.00 per share per annum. It is senior to the
Common Stock and to any Series A Junior Participating Cumulative
Preferred Stock which may be issued, as to the payment of dividends and
distributions of assets on liquidation, dissolution and winding up of the
Company. Shares of the $30.00 Convertible Exchangeable Preferred Stock
provide for a liquidation preference of $500.00 per share, plus accrued and
unpaid dividends.

   Holders of $30.00 Convertible Exchangeable Preferred Stock have no
general voting rights but have the right to vote in certain events. Whenever
dividends have not been paid on such shares or any other class or series of
stock on a parity with such shares both as to dividends and as to the
distribution of assets upon liquidation ("Parity Shares") in an aggregate
amount equal to six quarterly dividends (whether or not consecutive), the
number of members of the Company's Board of Directors will be increased
by two, and the holders of such shares, voting separately as a class with the
holders of such Parity Shares, will be entitled to elect such two additional
directors. Such voting rights will continue until all dividends in default have
been paid in full.

   Each holder of $30.00 Convertible Exchangeable Preferred Stock has the
right, at the holder's option, to convert any or all such shares into Common
Stock at any time at a ratio (subject to adjustment) of 19.873 shares of
Common Stock for each share of $30.00 Convertible Exchangeable Preferred
Stock. The $30.00 Convertible Exchangeable Preferred Stock is
exchangeable at the option of the Company, in whole but not in part, on any
dividend payment date for 6% Convertible Subordinated Debentures due
2012 at the rate of $500 principal amount of debentures for each preferred
share. If exchanged, commencing the first March 15 following the date of
initial issuance of the debentures, the Company is required to make annual
payments into a sinking fund in the amount of 5% of the aggregate principal
amount of debentures issued to provide for the redemption of the
debentures.

   The $30.00 Convertible Exchangeable Preferred Stock is redeemable for
cash at any time at the option of the Company, in whole or in part. The
redemption price declines from the current redemption price of $509 per share
to $500 per share on and after March 15, 1997, plus unpaid dividends.

   The $30.00 Convertible Exchangeable Preferred Stock is held by The
First National Bank of Boston, as depositary, and 3,450,000 depositary
shares have been issued of which 3,449,750 are outstanding and are listed on
the New York Stock Exchange. Each depositary share represents one-tenth
of a preferred share, with the holder entitled, proportionately, to all the
rights and preferences of the underlying preferred stock.
<PAGE>
                        DESCRIPTION OF DEPOSITARY SHARES

   The following description sets forth certain general terms and provisions
of the Depositary Shares to which any Prospectus Supplement may relate.
The particular terms of the Depositary Shares offered by any Prospectus
Supplement and the extent, if any, to which such general provisions do not
apply to the Depositary Shares so offered will be described in the
Prospectus Supplement relating to such Depositary Shares.

   Depositary Shares may be issued from time to time under a Deposit Agreement
(the "Deposit Agreement") between the Company and a depositary (the
"Depositary") to be identified in the applicable prospectus supplement. The
terms of the Depositary Shares will be stated in the Deposit Agreement. A copy
of the proposed form of Deposit Agreement has been filed as an exhibit 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 ("Depositary Receipts"), 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 the Deposit Agreement which will
be a separate agreement among the Company, a bank or trust company
selected by the Company to act as 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 to
all the rights and preferences of the Preferred Stock represented thereby
(including dividend, voting, redemption and liquidation rights), in proportion
to the applicable fraction of a share of Preferred Stock represented by such
Depositary Share.

   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 and any money or other property represented by the Depositary
Shares evidenced by the surrendered Depositary Receipts. Owners of
Depositary Shares will be entitled to receive only whole shares of Preferred
Stock. In no event will fractional shares of Preferred Stock be distributed by
the Depositary.


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 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 and distribution of the net proceeds from
such sale to such holders.

   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 shall 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 within a specified period 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 the 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 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 money 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 at which the holders of the
Preferred Stock are entitled to vote, the Depositary will mail the
information contained in such notice of meeting 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 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 the number of shares of the Preferred Stock represented
by all Depositary Shares as to which any particular voting 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 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. 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 (other than taxes and other governmental charges, fees and
other expenses payable by such holders as stated in the relevant Prospectus
Supplement) or which otherwise prejudices any substantial existing right of
such holders will not take effect as to outstanding Depositary Shares until
the expiration of 90 days after notice of such amendment has been mailed to
the record holders of outstanding Depositary Shares.

   Whenever directed by the Company, the Depositary will terminate the
Deposit Agreement by mailing notice of such termination to the owners of
all outstanding Depositary Shares at least 60 days prior to the date of
termination. The Depositary may likewise terminate the Deposit Agreement
at any time 60 days after the Depositary shall have delivered to the
Company a written notice of its election to resign and if a successor
depositary shall not theretofore have been appointed and accepted its
appointment. If any Depositary Shares remain outstanding after the date of
termination, the Depositary thereafter will discontinue the transfer of
Depositary Receipts, will suspend the distribution of dividends to the
owners thereof, and will not give any further notices (other than notice of
such termination) or perform any further acts under the Deposit Agreement
except that the Depositary will continue (i) to collect dividends on the
Preferred Shares and any other distributions with respect thereto and (ii) to
deliver Preferred Shares together with such dividends and distributions, and
the net proceeds of any sales of rights, preferences, privileges or other
property, without liability for interest, in exchange for Depositary Shares
surrendered. At any time after the expiration of two years from the date of
termination, the Depositary may sell the Preferred Shares then held by it,
at public or private sales, at such place or places and upon such terms as it
deems proper and may thereafter hold the net proceeds of any such sale,
together with any money and other property then held by it, without
liability for interest, for the pro rata benefit of the owners of Depositary
Shares which shall not theretofore have been surrendered. The Company
does not intend to terminate the Deposit Agreement or to permit the
resignation of the Depositary without appointing a successor depositary.


GENERAL

   The Depositary will make available for inspection by holders of
Depositary Shares all reports and communications from the Company which
are delivered to the Depositary and made generally available to the holders
of Preferred Shares.

   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 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 stated 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.

   Neither the Depositary nor the Company will be liable if it is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of the Company
and the Depositary under the Deposit Agreement are limited to performance
in good faith of their duties thereunder and they are not obligated to
prosecute or defend any legal proceeding in respect of any Depositary
Shares or Preferred Shares unless satisfactory indemnity is furnished. They
may rely upon advice of or information from counsel, accountants or other
persons believed to be competent and on documents believed to be genuine.

   The Depositary and the Depositary's agents may own and deal in any
class of securities of the Company and its affiliates and in Depositary
Shares. The Depositary may also act as transfer agent or registrar of any of
the securities of the Company and its affiliates, may loan money to the
Company and its affiliates and may engage in any other business with or for
the Company and its affiliates.

   The Depositary may at any time resign or be removed by the Company,
effective upon the acceptance by its successor of its appointment.


                          DESCRIPTION OF COMMON STOCK

   The Company has authority to issue 250,000,000 shares of Common Stock, par
value $0.01 per share, and 1,000,000 shares of preferred stock, $0.10 par value
per share. As of March 30, 1994, the Company had 92,979,749 shares of Common
Stock and 344,975 shares of Preferred Stock outstanding, of which 171,085 shares
of Common Stock were owned by the Company as treasury stock. See "Description of
Preferred Stock." The holders of Common Stock are entitled to one vote per share
on all matters to be voted on by shareholders, including the election of
directors. Shareholders are not entitled to cumulative voting rights, and,
accordingly, the holders of a majority of the shares voting for the election of
directors can elect the entire Board if they choose to do so and, in that event,
the holders of the remaining shares will not be able to elect any person to the
Board of Directors.


   The holders of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors, in its
discretion, from funds legally available therefor and subject to prior dividend
rights of holders of any shares of preferred stock which may be outstanding.
However, the terms of the Company's current credit agreement prohibit the
Company from paying cash dividends on its Common Stock. Upon liquidation
or dissolution of the Company subject to prior liquidation rights of the
holders of preferred stock, the holders of Common Stock are entitled to
receive on a pro rata basis the remaining assets of the Company available
for distribution. Holders of Common Stock have no preemptive or other
subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to such shares. All outstanding shares
of Common Stock are, and all shares being offered by this Prospectus will
be, fully paid and not liable to further calls or assessment by the Company.


RIGHTS AGREEMENT

   The Company adopted a stockholder rights plan (the "Rights Plan") in
February 1990. The plan is intended to enhance long term stockholder value
and to protect stockholders from unfair or coercive takeover practices. In
accordance with this plan, the Company paid a dividend of one preferred
stock purchase right on each outstanding share of Common Stock pursuant
to a Rights Agreement (the "Rights" and the "Rights Agreement"). Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock,
$0.10 par value, for a price of $65.00, subject to adjustment. Although the
Rights are not intended to prevent a takeover of the Company at a full and
fair price, they may have certain anti-takeover effects. They may deter an
attempt to acquire the Company in a manner which seeks to deprive the
Company's stockholders of the full and fair value of their investment and
may deter attempts by significant stockholders to take advantage of the
Company and its stockholders through certain selfdealing transactions. The
Rights may cause substantial dilution to a person or group that acquires or
attempts to acquire the Company unless the Rights are redeemed by the
Board of Directors. Accordingly, the Rights should encourage any potential
acquiror to seek to negotiate with the Board of Directors of the Company.
Unless the approval is first obtained from the Board of Directors, the Rights
may deter transactions, including tender offers, which the majority of
stockholders may believe are beneficial to them. The Rights are redeemable
by the Company and expire on December 31, 2000. Under the Rights
Agreement, one Right will be issued with each share of Common Stock
issued by the Company.

   A stockholder of the Company has notified the Company that it intends
to offer a proposal regarding the Rights Plan for consideration and approval
by the stockholders of the Company at its Annual Meeting of Stockholders
to be held on April 27, 1994. The proposal, if approved by the affirmative
vote of a majority of the shares present in person or represented by proxy
and entitled to vote on the matter, would request the Board of Directors of
the Company to redeem the Rights unless their issuance is approved by a
binding vote of the stockholders. The Board of Directors of the Company has
recommended that stockholders vote against the proposal. Even if approved,
the proposal would not, by its terms, require the Company to redeem the
Rights or cause them to be redeemed, but would request that the
Board of Directors redeem the Rights unless their issuance is approved by a
binding vote of the stockholders.


                   DESCRIPTION OF WARRANTS

   The following description sets forth certain general terms and provisions
of the Warrants to which any Prospectus Supplement may relate. The
particular terms of the Warrants offered by any Prospectus Supplement
and the extent, if any, to which such general provisions do not apply
to the Warrants so offered will be described in the Prospectus
Supplement relating to such warrants.

   Any Warrants offered pursuant to this Prospectus will be warrants to
purchase shares of Common Stock. The following statements with respect to
the Warrants are summaries of, and subject to, the detailed provisions of a
warrant agent agreement ("Warrant Agent Agreement") to be entered into
by the Company and a warrant agent to be selected at the time of issue (the
"Warrant Agent") which Warrant Agent Agreement may include or
incorporate by reference standard warrant provisions substantially in the
form of the Standard Common Stock Warrant Agent Provisions filed as an
exhibit to the Registration Statement.


GENERAL

   The Warrants, evidenced by warrant certificates (the "Warrant
Certificates"), may be issued under the Warrant Agent Agreement
independently or together with any other Securities offered by any
Prospectus Supplement and may be attached to or separate from such other
Securities. If Warrants are offered, the related Prospectus Supplement will
describe the terms of the Warrants, including the following: (1) the offering
price, if any; (2) the number of shares of Common Stock purchasable upon
exercise of one Warrant and the initial price at which such shares may be
purchased upon exercise; (3) the date on which the right to exercise the
Warrants shall commence and the date on which such right shall expire; (4)
federal income tax consequences; (5) call provisions, if any; (6) the
antidilution provisions of the Warrants; and (7) any other terms of the
Warrants. The shares of Common Stock issuable upon exercise of the
Warrants will, when issued in accordance with the Warrant Agent
Agreement, be fully paid and nonassessable.


EXERCISE OF WARRANTS

   Warrants may be exercised by surrendering to the Warrant Agent the
Warrant Certificate signed by the warrantholder, or its duly authorized
agent, indicating the warrantholder's election to exercise all or a portion of
the Warrants evidenced by the Warrant Certificate. Surrendered Warrant
Certificates shall be accompanied by payment of the aggregate exercise price
of the Warrants to be exercised, as set forth in the related Prospectus
Supplement, which payment may be made in the form of cash or a check
equal to the exercise price. A certificate or certificates evidencing duly
exercised Warrants will be delivered by the Warrant Agent to the transfer
agent for the Common Stock. Upon receipt thereof, the transfer agent shall
deliver or cause to be delivered to, or upon the written order of, the
exercising warrantholder, a certificate representing the number of shares of
Common Stock purchased. If fewer than all of the Warrants evidenced by
any Warrant Certificate are exercised, the Warrant Agent shall deliver to
the exercising warrantholder a new Warrant Certificate or Warrant
Certificates representing the unexercised Warrants.


ANTIDILUTION PROVISIONS

   The exercise price payable and the number of shares of Common Stock
purchasable upon the exercise of each Warrant will be subject to adjustment
in certain events, including the issuance of a stock dividend to holders of
Common Stock or a stock split, reverse stock split, combination, subdivision
or reclassification of Common Stock. In lieu of adjusting the number of
shares of Common Stock purchasable upon exercise of each Warrant, the
Company may elect to adjust the number of Warrants. No adjustments in
the number of shares purchasable upon exercise of the Warrants will be
required until cumulative adjustments require an adjustment of at least 1%
thereof. The Company may, at its option, reduce the exercise price at any
time. No fractional shares will be issued upon exercise of Warrants, but the
Company will pay the cash value of any fractional shares otherwise issuable.
Notwithstanding the foregoing, in case of any consolidation, merger, or sale
or conveyance of the property of the Company as an entirety or
substantially as an entirety, the holder of each outstanding Warrant shall
have the right to the kind and amount of shares of stock and other securities
and property (including cash) receivable by a holder of the number of shares
of Common Stock into which such Warrants were exercisable immediately
prior thereto.


NO RIGHTS AS STOCKHOLDERS

   Holders of Warrants will not be entitled, by virtue of being such holders,
to vote, to consent, to receive dividends, to receive notice as stockholders
with respect to any meeting of stockholders for the election of directors of
the Company or any other matter, or to exercise any rights whatsoever as
stockholders of the Company.


                      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 or underwriters 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
including liabilities under the Securities Act of 1933.

   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 terms of its agreement, if any, with the Company
and its compensation will be described in the Prospectus Supplement.
Remarketing firms may be entitled under agreements which may be entered
into with the Company to indemnification against and contribution toward
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 shall not be 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 (i) the purchase by an
institution of the Securities covered by its Contract shall 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 (ii) if the Securities are
being sold to underwriters, the Company shall have sold to such underwriters
the total principal amount of such Securities less the principal amount
thereof covered by Contracts.


                          LEGAL MATTERS

   Certain legal matters with respect to the Offered Securities will be
passed upon by Bronson, Bronson & McKinnon, San Francisco, California,
counsel for the Company, and for any agents or underwriters by Latham &
Watkins, San Francisco, California.


                              EXPERTS

   The consolidated financial statements and related schedules of Advanced
Micro Devices, Inc. incorporated by reference in the Company's Annual
Report (Form 10-K) for the year ended December 26, 1993, have been
audited by Ernst & Young, independent auditors, as set forth in their report
thereon (which contains an explanatory paragraph with respect to the
lawsuits mentioned in Note 12 to the consolidated financial statements)
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting
and auditing.

<PAGE>
==============================================================================

   NO DEALER, SALESPERSON OR OTHER INDIVIDUAL PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY AGENT, DEALER OR UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

            ----------

         TABLE OF CONTENTS
                                         PAGE
                                        -----
          PROSPECTUS
Available Information .................    2
Incorporation of Certain Documents
  by Reference ........................    2
The Company ...........................    3
Investment Considerations  ............    3
Use of Proceeds .......................    4
Ratios of Earnings to Fixed Charges
  and Earnings to Combined Fixed
  Charges and Preferred Stock
  Dividends  ..........................    4
General Description of Securities ....     4
Description of Debt Securities ........    5
Description of Preferred Stock .......    11
Description of Depositary Shares ....     14
Description of Common Stock .........     17
Description of Warrants ...............   18
Plan of Distribution ..................   19
Legal Matters .........................   20
Experts ...............................   20




         $ 400,000,000




    ADVANCED MICRO DEVICES, INC.



          DEBT SECURITIES
          PREFERRED STOCK
         DEPOSITARY SHARES
            COMMON STOCK
 WARRANTS TO PURCHASE COMMON STOCK
RRANTS TO PURCHASE COMMON STOCK




        ---------------------
             PROSPECTUS
        ---------------------




                    , 1994
                                  
<PAGE>



                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.


 Securities and Exchange Commission Registration Fee ....        $137,931.03
*Rating Agency Fees......................................         150,000.00
*Printing Expenses ......................................          28,000.00
*Blue Sky Fees and Expenses (including legal fees) ......           5,000.00
*Trustee Fees and Expenses  .............................          35,000.00
*Fees of Depositary and Transfer Agent ..................           4,000.00
*Legal Fees .............................................         175,000.00
*Accountants' Fees ......................................          80,000.00
*Miscellaneous...........................................          15,000.00
                                                                  ----------
  Total .................................................        $629,931.03
- ----------
* Estimated


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The Delaware Corporation Law provides for the indemnification of
directors and officers under certain conditions. The By-Laws of the
Company permit indemnification to the maximum extent permitted by
Delaware law. In addition, the Company is bound by agreements with
certain of its directors and officers which obligate the Company to indemnify
such persons in various circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the "Act"),
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

   The Company has in effect a directors and officers liability insurance
policy indemnifying the directors and officers of the Company and the
directors and officers of the Company's subsidiaries within a specific limit for
certain liabilities incurred by them, including liabilities under the Act. The
Company pays the entire premium of this policy.

   The Company's Certificate of Incorporation contains a provision which
eliminates the personal liability of directors of the Company for monetary
damages for certain breaches of fiduciary duty, as permitted by Section
102(b)(7) of the General Corporation Law of Delaware.

<PAGE>
ITEM 16. EXHIBITS

EXHIBIT
NUMBER
- --------
 4.1....Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the
        Company's Annual Report on Form 10-K for the fiscal period ended
        December 27, 1987, is hereby incorporated herein by reference.

 4.2....Certificate of Designations for Series A Junior Participating Preferred
        Stock, filed as Exhibit 3.3 to the Company's Annual Report on Form 10-K
        for the fiscal period ended December 31, 1989, is hereby incorporated
        herein by reference.

 4.3....By-Laws, as amended, filed as Exhibit 3.4 to the Company's Annual Report
        on Form 10-K for the fiscal period ended December 27, 1987, are hereby
        incorporated herein by reference.

 4.4....Rights Agreement, dated as of February 7, 1990, between the Company and
        Bank of America N.T. & S.A., filed as Exhibit 1 to the Company's
        Registration Statement on Form 8-A filed on February 21, 1990, is hereby
        incorporated herein by reference.

 4.5....Rights Certificate relating to the Company's shareholder rights plan
        (attached as Exhibit B to Exhibit 4.4 hereto).

 4.6 ...Form of Indenture Agreement.

 4.7 ...Form of Deposit Agreement.

 4.8 ...Form of Depositary Receipt (attached as Exhibit A to Deposit Agreement
        included as Exhibit 4.7 hereto).

 4.9 ...Standard Common Stock Warrant Agent Provisions.

 5 .....Opinion of Bronson, Bronson & McKinnon.

 12.....Statement of Computation of Ratios of Earnings to Fixed Charges and
        Earnings to Fixed Charges and Preferred Stock Dividends.

 23.1...Consent of Bronson, Bronson & McKinnon (included in its opinion filed as
        Exhibit 5 hereto).

 23.2...Consent of Ernst & Young.

 24.....Powers of Attorney (See page II-4).

 25.....Statement of Eligibility and Qualification of Trustee under Trust
        Indenture Act of 1939.


ITEM 17. UNDERTAKINGS.

   (a) 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;

        (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;

       (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;

provided, however, that the information required to be included in a
post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be
contained in periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 the purpose 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 (and, where applicable, each filing of an employee benefit plan's
   annual report pursuant to 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;

       (5) That, for the purpose of determining any liability under the
   Securities Act of 1933, the information omitted from the form of
   prospectus filed as part of this Registration Statement in reliance upon
   Rule 430A and contained in the form of prospectus filed by the registrant
   pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
   1933 shall be deemed to be part of this Registration Statement as of the
   time it was declared effective;

       (6) That, for the purpose of determining any liability under the
   Securities Act of 1933, each post-effective amendment that contains a
   form of prospectus 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; and

       (7) 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 (the "Act") in accordance with the rules and regulations
   prescribed by the Commission under Section 305(b)(2) of the Act.

   (b) 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 referred to above at Item 15, 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 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.

<PAGE>



                             SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sunnyvale and the State of California, on this 31st
day of March, 1994. ADVANCED MICRO DEVICES, INC.

                                      By  /s/   Marvin D. Burkett
                                         ------------------------------------
                                                  MARVIN D. BURKETT
                                                 Senior Vice President
                                     Chief Administrative Officer and Secretary
                                        Chief Financial Officer and Treasurer

                         POWER OF ATTORNEY

   Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints W.J. Sanders III and Marvin D. Burkett, and each
of them, his true and lawful attorneys-in-fact, and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto and documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do so or cause to be done by virtue hereof.

   PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:

     SIGNATURE                           TITLE                      DATE
     ---------                           -----                      ----

/s/ W.J. SANDERS III         Chairman of the Board and Chief     March 31, 1994
- ------------------------       Executive Officer (Principal
   (W.J. SANDERS III)          Executive Officer)

/s/ ANTHONY B. HOLBROOK      Vice Chairman and Chief Technical   March 31, 1994
- ------------------------       Officer
   (ANTHONY B. HOLBROOK)

/s/ RICHARD PREVITE          Director, President and Chief       March 31, 1994
- ------------------------     Operating Officer
   (RICHARD PREVITE)

/s/ CHARLES M. BLALACK       Director                            March 31, 1994
- -------------------------
   (CHARLES M. BLALACK)

/s/   R. GENE BROWN          Director                            March 31, 1994
- -------------------------
     (R. GENE BROWN)

/s/    JOE L. ROBY           Director                            March 31, 1994
- -------------------------
      (JOE L. ROBY)

/s/ MARVIN D. BURKETT        Senior Vice President, Chief        March 31, 1994
- -------------------------      Administrative Officer and
   (MARVIN D. BURKETT)         Secretary, Chief Financial
                               Officer and Treasurer
                               (Principal Financial Officer)

/s/  LARRY R. CARTER         Vice President and Corporate        March 31, 1994
- -------------------------      Controller (Principal Accounting
    (LARRY R. CARTER)          Officer)



<PAGE>


              CONSENT OF NOMINEE FOR DIRECTOR

   The undersigned has been nominated for election as a Director of
Advanced Micro Devices, Inc. (the "Corporation") and is named as a
nominee for Director in the Proxy Statement of the Corporation with
respect to its Annual Meeting of stockholders to be held April 27, 1994. The
Proxy Statement is incorporated by reference in the Registration Statement
(Form S-3) and related Prospectus of the Corporation. The undersigned
consents to the reference to him as a nominee for Director contained in the
Registration Statement and the related Prospectus of the Corporation by
means of the incorporation by reference therein of the Proxy Statement.

                                       /s/     Friedrich Baur
                                       -------------------------------
                                               FRIEDRICH BAUR


March 31, 1994


<PAGE>


              CONSENT OF NOMINEE FOR DIRECTOR

   The undersigned has been nominated for election as a Director of
Advanced Micro Devices, Inc. (the "Corporation") and is named as a
nominee for Director in the Proxy Statement of the Corporation with
respect to its Annual Meeting of stockholders to be held April 27, 1994. The
Proxy Statement is incorporated by reference in the Registration Statement
(Form S-3) and related Prospectus of the Corporation. The undersigned
consents to the reference to him as a nominee for Director contained in the
Registration Statement and the related Prospectus of the Corporation by
means of the incorporation by reference therein of the Proxy Statement.

                                       /s/   Leonard Silverman
                                       ----------------------------------
                                             LEONARD SILVERMAN


March 31, 1994

<PAGE>


<TABLE>

                               INDEX TO EXHIBITS

<CAPTION>
                                                                                Sequentially
                                                                                  Numbered
 Number                              Exhibit                                        Page
 ------                             ----------                                   ----------
 <S>     <C>                                                                       <C>
  4.1....Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the
         Company's Annual Report on Form 10-K for the fiscal period ended
         December 27, 1987, is hereby incorporated herein by reference.

  4.2....Certificate of Designations for Series A Junior Participating Preferred
         Stock, filed as Exhibit 3.3 to the Company's Annual Report on Form 10-K
         for the fiscal period ended December 31, 1989, is hereby incorporated
         herein by reference.

  4.3....By-Laws, as amended, filed as Exhibit 3.4 to the Company's Annual
         Report on Form 10-K for the fiscal period ended December 27, 1987, are
         hereby incorporated herein by reference.

  4.4....Rights Agreement, dated as of February 7, 1990, between the Company and
         Bank of America N.T. & S.A., filed as Exhibit 1 to the Company's
         Registration Statement on Form 8-A filed on February 21, 1990, is
         hereby incorporated herein by reference.

  4.5....Rights Certificate relating to the Company's shareholder rights plan
         (attached as Exhibit B to Exhibit 4.4 hereto).

  4.6....Form of Indenture Agreement.

  4.7....Form of Deposit Agreement.

  4.8....Form of Depositary Receipt (attached as Exhibit A to Deposit Agreement
         included as Exhibit 4.7 hereto).

  4.9 ...Standard Common Stock Warrant Agent Provisions.

  5......Opinion of Bronson, Bronson & McKinnon.

 12......Statement of Computation of Ratios of Earnings to Fixed Charges and
         Earnings to Fixed Charges and Preferred Stock Dividends.

 23.1 ...Consent of Bronson, Bronson & McKinnon (included in its opinion filed
         as Exhibit 5 hereto).

 23.2....Consent of Ernst & Young.

 24......Powers of Attorney (See page II-4).

 25......Statement of Eligibility and Qualification of Trustee under Trust
         Indenture Act of 1939.


</TABLE>












                  ADVANCED MICRO DEVICES, INC.,
                            as Issuer

                               and

              [                                   ],
                            as Trustee




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




                            INDENTURE

                  dated as of ___________, 1994




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








                            
<PAGE>

                      CROSS-REFERENCE TABLE*

TRUST INDENTURE
  ACT SECTION                                       INDENTURE SECTION
- ---------------                                     ------------------
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . .   7.10
  (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . .   7.10
  (a)(3)  . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
  (a)(4)  . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
  (a)(5)  . . . . . . . . . . . . . . . . . . . . . . . .   7.10
  (b)   . . . . . . . . . . . . . . . . . . . . . .   7.08; 7.10
  (c)   . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
311(a)  . . . . . . . . . . . . . . . . . . . . . . . . .   7.11
  (b)   . . . . . . . . . . . . . . . . . . . . . . . . .   7.11
  (c)   . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
312(a)  . . . . . . . . . . . . . . . . . . . . . . . . .   2.05
  (b)   . . . . . . . . . . . . . . . . . . . . . . . . .  10.03
  (c)   . . . . . . . . . . . . . . . . . . . . . . . . .  10.03
313(a)  . . . . . . . . . . . . . . . . . . . . . . . . .   7.06
  (b)   . . . . . . . . . . . . . . . . . . . . . . . . .   7.06
  (c)   . . . . . . . . . . . . . . . . . . . . . .  7.06; 10.02
  (d)   . . . . . . . . . . . . . . . . . . . . . . . . .   7.06
314(a)  . . . . . . . . . . . . . . . . . . . . . .  4.03; 10.02
  (b)   . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
  (c)(1)    . . . . . . . . . . . . . . . . . . . . . . .  10.04
  (c)(2)  . . . . . . . . . . . . . . . . . . . . . . . .  10.04
  (c)(3)    . . . . . . . . . . . . . . . . . . . . . . .   N.A.
  (d)   . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
  (e)   . . . . . . . . . . . . . . . . . . . . . . . . .  10.05
  (f)   . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315(a)  . . . . . . . . . . . . . . . . . . . . . .  7.01(b)(ii)
  (b)   . . . . . . . . . . . . . . . . . . . . . .  7.05; 10.02
  (c)   . . . . . . . . . . . . . . . . . . . . . . . .  7.01(a)
  (d)   . . . . . . . . . . . . . . . . . . . . . . . .  7.01(d)
  (e)   . . . . . . . . . . . . . . . . . . . . . . . . .   6.11
316(a)(last sentence)   . . . . . . . . . . . . . . . . .   2.09
  (a)(1)(A)   . . . . . . . . . . . . . . . . . . . . . .   6.05
  (a)(1)(B)   . . . . . . . . . . . . . . . . . . . . . .   6.04
  (a)(2)    . . . . . . . . . . . . . . . . . . . . . . .   N.A.
  (b)   . . . . . . . . . . . . . . . . . . . . . . . . .   6.07
  (c)   . . . . . . . . . . . . . . . . . . . . . .   2.13; 9.03
317(a)(1)   . . . . . . . . . . . . . . . . . . . . . . .   6.08
  (a)(2)    . . . . . . . . . . . . . . . . . . . . . . .   6.09
  (b)   . . . . . . . . . . . . . . . . . . . . . . . . .   2.04
318(a)  . . . . . . . . . . . . . . . . . . . . . . . . .  10.01
  (b)   . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
  (c)   . . . . . . . . . . . . . . . . . . . . . . . . .  10.01
N.A. means not applicable.
____________________________
*THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.



<PAGE>
                      TABLE OF CONTENTS
                                                           Page
                                                           -----
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE  . . .   1
          Section 1.01.  Certain Definitions. . . . . . . .   1
          Section 1.02.  Other Definitions. . . . . . . . .   4
          Section 1.03.  Incorporation by Reference of
                         Trust Indenture Act. . . . . . . .   4
          Section 1.04.  Rules of Construction. . . . . . .   4

ARTICLE 2 THE SECURITIES  . . . . . . . . . . . . . . . . .   5
          Section 2.01.  Unlimited In Amount, Issuable In
                         Series, Form and
                         Dating.  . . . . . . . . . . . . .   5
          Section 2.02.  Execution and Authentication . . .   7
          Section 2.03.  Registrar and Paying Agent . . . .   7
          Section 2.04.  Paying Agent to Hold Money in
          Trust . . . . . . . . . . . . . . . . . . . . . .   8
          Section 2.05.  Securityholder Lists . . . . . . .   8
          Section 2.06.  Transfer and Exchange  . . . . . .   9
          Section 2.07.  Replacement Securities . . . . . .   9
          Section 2.08.  Outstanding Securities . . . . .    10
          Section 2.09.  Treasury Securities  . . . . . . .  10
          Section 2.10.
  Temporary Securities.  . . . . . .  10
          Section 2.11.  Cancellation . . . . . . . . . . .  11
          Section 2.12.  Defaulted Interest . . . . . . . .  11
          Section 2.13.  Special Record Dates.  . . . . . .  11

ARTICLE 3 REDEMPTION  . . . . . . . . . . . . . . . . . . .  12
          Section 3.01.  Notices to Trustee . . . . . . . .  12
          Section 3.02.  Selection of Securities to Be
          Redeemed  . . . . . . . . . . . . . . . . . . . .  12
          Section 3.03.  Notice of Redemption . . . . . . .  13
          Section 3.04.  Effect of Notice of Redemption . .  14
          Section 3.05.  Deposit of Redemption Price  . . .  14
          Section 3.06.  Securities Redeemed in Part  . . .  14

ARTICLE 4 COVENANTS . . . . . . . . . . . . . . . . . . . .  14
          Section 4.01.  Payment of Securities  . . . . . .  14
          Section 4.02.  Maintenance of Office or Agency. .  15
          Section 4.03.  Commission Reports . . . . . . . .  15
          Section 4.04.  Compliance Certificate . . . . . .  16
          Section 4.05.  Taxes  . . . . . . . . . . . . . .  16
          Section 4.06.  Stay, Extension and Usury Laws . .  16
          Section 4.07.  Corporate Existence  . . . . . . .  16
          Section 4.08.  Payments for Consent . . . . . . .  17

                              i
<PAGE>

ARTICLE 5 SUCCESSORS  . . . . . . . . . . . . . . . . . . .  17
          Section 5.01.  When Company May Merge, etc. . . .  17
          Section 5.02.  Successor Corporation Substituted . 18

ARTICLE 6 DEFAULTS AND REMEDIES . . . . . . . . . . . . . .  18
          Section 6.01.  Events of Default  . . . . . . . .  18
          Section 6.02.  Acceleration . . . . . . . . . . .  19
          Section 6.03.  Other Remedies.  . . . . . . . . .  20
          Section 6.04.  Waiver of Past Defaults. . . . . .  20
          Section 6.05.  Control by Majority. . . . . . . .  20
          Section 6.06.  Limitation on Suits. . . . . . . .  21
          Section 6.07.  Rights of Holders to Receive
          Payment . . . . . . . . . . . . . . . . . . . . .  21
          Section 6.08.  Collection Suit by Trustee.  . . .  21
          Section 6.09.  Trustee May File Proofs of
          Claim.  . . . . . . . . . . . . . . . . . . . . .  22
          Section 6.10.  Priorities.  . . . . . . . . . . .  22
          Section 6.11.  Undertaking for Costs. . . . . . .  23

ARTICLE 7 TRUSTEE . . . . . . . . . . . . . . . . . . . . .  24
          Section 7.01.  Duties of Trustee. . . . . . . . .  24
          Section 7.02.  Rights of Trustee. . . . . . . . .  25
          Section 7.03.  Individual Rights of Trustee.  . .  25
          Section 7.04.  Trustee's Disclaimer.  . . . . . .  26
          Section 7.05.  Notice of Defaults.  . . . . . . .  26
          Section 7.06.  Reports by Trustee to Holders  . .  26
          Section 7.07.  Compensation and Indemnity . . . .  26
          Section 7.08.  Replacement of Trustee.  . . . . .  27
          Section 7.09.  Successor Trustee by Merger, etc .  29
          Section 7.10.  Eligibility; Disqualification. . .  29
          Section 7.11.  Preferential Collection of Claims
          Against Company.  . . . . . . . . . . . . . . . .  29

ARTICLE 8 DISCHARGE OF INDENTURE  . . . . . . . . . . . . .  29
          Section 8.01.  Termination of Company's
          Obligations . . . . . . . . . . . . . . . . . . .  29
          Section 8.02.  Application of Trust Money . . . .  31
          Section 8.03.  Repayment to Company . . . . . . .  31

ARTICLE 9 SUPPLEMENTS, AMENDMENTS AND WAIVERS . . . . . . .  32
          Section 9.01.  Without Consent of Holders . . . .  32
          Section 9.02.  With Consent of Holders  . . . . .  32
          Section 9.03.  Revocation and Effect of
          Consents  . . . . . . . . . . . . . . . . . . . .  33
          Section 9.04.  Notation on or Exchange of
                         Securities.  . . . . . . . . . . .  34
          Section 9.05.  Trustee To Sign Amendments, etc. .  34

                              ii
<PAGE>

ARTICLE 10     MISCELLANEOUS  . . . . . . . . . . . . . . .  34
          Section 10.01. Indenture Subject to Trust
                         Indenture Act. . . . . . . . . . .  34
          Section 10.02. Notices  . . . . . . . . . . . . .  34
          Section 10.03. Communication By Holders With
                         Other Holders. . . . . . . . . . .  35
          Section 10.04. Certificate and Opinion as to
                         Conditions Precedent.  . . . . . .  35
          Section 10.05. Statements Required in
                         Certificate or Opinion . . . . . .  36
          Section 10.06. Rules by Trustee and Agents  . . .  36
          Section 10.07. Legal Holidays . . . . . . . . . .  36
          Section 10.08. No Recourse Against Others.  . . .  37
          Section 10.09. Counterparts.  . . . . . . . . . .  37
          Section 10.10. Governing Law. . . . . . . . . . .  37
          Section 10.11. Severability.  . . . . . . . . . .  37
          Section 10.12. Effect of Headings, Table of
          Contents, etc.  . . . . . . . . . . . . . . . . .  37
          Section 10.13. Successors and Assigns.  . . . . .  37
          Section 10.14. No Interpretation of Other
          Agreements  . . . . . . . . . . . . . . . . . . .  37



























                             iii
<PAGE>

     INDENTURE dated as of _____________, 1994 between Advanced Micro Devices,
Inc., a Delaware corporation (the "Company"), and ____________________________,
a ______________________, as Trustee (the "Trustee").

     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 to be issued in one or more
series (the "Securities"), as herein provided, up to such principal amount as
may from time to time be authorized in or pursuant to one or more resolutions of
the Board of Directors or by supplemental indenture.

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of each series of the Securities:


                                   ARTICLE 1

                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE


Section 1.01.  Certain Definitions.
- -----------------------------------

     "Affiliate" means any Person directly or indirectly controlling or
      ---------
controlled by or under direct or indirect common control with the Company.  For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by" and "under common control with"), as
used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting stock, by
agreement or otherwise; provided, however, that beneficial ownership of 20% or
                        -----------------
more of the voting stock of a Person shall be deemed to be control.

     "Agent" means any Registrar, Paying Agent, authenticating agent or
      -----
co-Registrar.

     "Board of Directors" means the Board of Directors of the Company or any
      ------------------
authorized committee thereof.

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


     "Commission" means the Securities and Exchange Commission.
      ----------

     "Company" means the party named as such above until a successor replaces it
      -------
pursuant to this Indenture and thereafter means the successor.

                                       1
<PAGE>
     "Default" means any event that is, or with the passage of time or the
      -------
giving of notice or both would be, an Event of Default.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
      ------------
time to time.

     "GAAP" means generally accepted accounting principles set forth in the
      ----
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

     "Global Security" shall mean a Security issued to evidence all or a part of
      ---------------
any series of Securities that is executed by the Company and authenticated and
delivered by the Trustee to a depositary or pursuant to such depositary's
instructions, all in accordance with this Indenture and pursuant to an Officer's
Certificate, which shall be registered as to principal and interest in the name
of such depositary or its nominee.

     "Holder" or "Securityholder" means a Person in whose name a Security is
      ------      --------------
registered in the register of Securities kept by the Registrar.

     "Indenture" means this Indenture, as amended or supplemented from time to
      ---------
time.

     "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.

     "Officer" means the Chairman of the Board, the Chief Executive Officer,
      -------
the President, the Chief Operating Officer, the Chief Financial Officer, any
Vice-President, the Treasurer, the Controller, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Company.

     "Officers' Certificate" means a certificate signed by two Officers, one of
      ---------------------
whom must be the Chief Executive Officer, the President, the Chief Financial
Officer, the Treasurer or principal accounting officer of the Company.

     "Opinion of Counsel" means a written opinion from legal counsel who is
      ------------------
reasonably acceptable to the Trustee.   The counsel may be an employee of or
counsel to the Company or the Trustee.

     "Original Issue Discount Security" means any Security which provides that
      --------------------------------
an amount less than its principal amount is due and payable upon acceleration
after an Event of Default.

                                       2
<PAGE>
     "Person" means any individual, corporation, partnership, joint venture,
      ------
association, limited liability company, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "principal" of a Security means the principal amount due on the stated
      ---------
maturity of the Security plus the premium, if any, on the Security.

     "Securities" means the Securities authenticated and delivered under this
      ----------
Indenture.

     "Securities Act" means the Securities Act of 1933, as amended from time to
      --------------
time.

     "Subsidiary" means any corporation or partnership of which the Company, or
      ----------
the Company and one or more Subsidiaries, or any one or more Subsidiaries,
directly or indirectly own (i) in the case of a corporation, voting securities
entitling the holders thereof to elect a majority of the directors, either at
all times or so long as there is no default or contingency which permits the
holders of any other class of securities to vote for the election of one or more
directors, or (ii) in the case of a partnership, at least a majority of the
general partnership interests and at least a majority of total outstanding
partnership interests.

     "TIA" means the Trust Indenture Act of 1939, as amended from time to time,
      ---
and as in effect on the date of execution of this Indenture.

     "Trustee" means the party named as such above until a successor becomes
      -------
such pursuant to this Indenture and thereafter means or includes each party who
is then a trustee hereunder, and if at any time there is more than one such
party, "Trustee" as used with respect to the Securities of any series means the
Trustee with respect to Securities of that series.  If Trustees with respect to
different series of Securities are trustees under this Indenture, nothing herein
shall constitute the Trustees co-trustees of the same trust, and each Trustee
shall be the trustee of a trust separate and apart from any trust administered
by any other Trustee with respect to a different series of Securities.

     "Trust Officer" means the Chairman of the Board, the President or any other
      -------------
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

                                       3
<PAGE>
Section 1.02.  Other Definitions.
- ---------------------------------

                      Term                   Defined in Section
                      ----                   -------------------
 "Bankruptcy Law"  . . . . . . . . . . . . . .         6.01
 "Custodian" . . . . . . . . . . . . . . . . .         6.01
 "Event of Default"  . . . . . . . . . . . . .         6.01
 "Legal Holiday" . . . . . . . . . . . . . . .        10.07
 "Paying Agent"  . . . . . . . . . . . . . . .         2.03
 "redemption price"  . . . . . . . . . . . . .         3.03
 "Registrar" . . . . . . . . . . . . . . . . .         2.03
 "U.S. Government Obligations" . . . . . . . .         8.01


Section 1.03.  Incorporation by Reference of Trust Indenture Act.
- -----------------------------------------------------------------

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.  The following
TIA terms used in this Indenture have the following meanings:

          "indenture securities" means the Securities.
           --------------------

          "indenture securityholder" means a Securityholder.
           ------------------------

          "indenture to be qualified" means this Indenture.
           -------------------------

          "indenture trustee" or "institutional trustee" means the Trustee.
           -----------------      ---------------------

          "obligor" on the Securities means the Company.
           -------

All other terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them.


Section 1.04.  Rules of Construction.
- -------------------------------------
     Unless the context otherwise requires:

     (i)   a term has the meaning assigned to it;

     (ii)  an accounting term not otherwise defined has the meaning assigned to
           it in accordance with GAAP;

     (iii) "or" is not exclusive;
                                       4
<PAGE>

     (iv)  words in the singular include the plural, and in the plural include
           the singular; and

     (v)   provisions apply to successive events and transactions.


                           ARTICLE 2

                         THE SECURITIES

Section 2.01.  Unlimited In Amount, Issuable In Series, Form and Dating.
- ------------------------------------------------------------------------

     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
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:

          (a)  the title of the Securities of the series (which shall
     distinguish the Securities of the series from all other Securities);

          (b)  any limit upon the aggregate principal amount of 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 this Article 2);

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

          (d)  the rate or rates at which the Securities of the series shall
     bear interest, if any, or the manner in which such rate or rates shall be
     determined, the date or dates from which such interest shall accrue, the
     interest payment dates on which such interest shall be payable and the
     record dates for the determination of Holders to whom interest is payable;

          (e)  the place or places where the principal of and any interest on
     Securities of the series shall be payable, if other than as provided
     herein;

          (f)  the price or prices at which (if any), the period or periods
     within which (if any) and the terms and conditions upon which (if other
     than as provided herein) Securities of the series may be redeemed, in whole
     or in part, at the option, or as an obligation, of the Company;

                                       5
<PAGE>

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

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

          (i)  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
     6.02 hereof;

          (j) any addition to or change in the covenants set forth in Article 4
     which applies to Securities of the series;

          (k)  any Events of Default with respect to the Securities of a
     particular series, if not set forth herein;

          (l)  the Trustee for the series of Securities;

          (m)  whether the Securities of the series shall be issued in whole or
     in part in the form of a Global Security or Securities; the terms and
     conditions, if any, upon which such Global Security or Securities may be
     exchanged in whole or in part for other individual Securities, and the
     depositary for such Global Security and Securities;

          (n)  the terms and conditions, if any, upon which any Securities of
     such series may or shall be converted into other Securities or property;
     and

          (o) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, but which may modify or
     delete any provision of this Indenture with respect to such series;
     provided, however, that no such term may modify or delete any provision
     ------------------
     hereof if imposed by the TIA; and provided, further, that any modification
                                   ----------------------
     or deletion of the rights, duties or immunities of the Trustee hereunder
     shall have been consented to in writing by the Trustee).

     All Securities of any series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any such indenture supplemental hereto.

                                       6
<PAGE>

     The principal of and any interest on the Securities shall be payable at the
office or agency of the Company designated in the form of Security for the
series (each such place herein called the "Place of Payment"); provided,
                                                               ---------
however, that payment of interest may be made at the option of the Company by
- --------
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Securities referred to in Section 2.03 hereof.

     Each Security shall be in one of the forms approved from time to time by or
pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto. Prior to the delivery of a Security to the Trustee for
authentication in any form approved by or pursuant to a Board Resolution, the
Company shall deliver to the Trustee the Board Resolution by or pursuant to
which such form of Security has been approved, which Board Resolution shall have
attached thereto a true and correct copy of the form of Security which has been
approved by or pursuant thereto, or, if a Board Resolution authorizes a specific
officer or officers to approve a form of Security, a certificate of such officer
or officers approving the form of Security attached thereto.

     The Securities may have notations, legends or endorsements required by law,
stock exchange rule or usage.  Each Security shall be dated the date of its
authentication.


Section 2.02.  Execution and Authentication.
- --------------------------------------------

     Two Officers shall sign the Securities for the Company by manual or
facsimile signature.  The Company's seal shall be reproduced on the Securities.

     If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid.

     A Security shall not be valid until authenticated by the manual signature
of the Trustee.  The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.

     The Trustee shall authenticate Securities for original issue upon a written
order of the Company signed by two Officers.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities.  An authenticating agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.


Section 2.03.  Registrar and Paying Agent.
- ------------------------------------------

     The Company shall maintain an office or agency where Securities of a
particular series may be presented for registration of transfer or for exchange
(the "Registrar") and an office or agency where Securities of that series may be
presented for payment (a "Paying Agent").  The Registrar for a particular series

                                       7
<PAGE>

of Securities shall keep a register of the Securities of that series and of
their transfer and exchange. The Company may appoint one or more co-Registrars
and one or more additional paying agents for each series of Securities. The term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent, Registrar or co-Registrar without prior notice to any
Securityholder.  The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture.

     If the Company fails to maintain a Registrar or Paying Agent for any series
of Securities, the Trustee shall act as such.  The Company or any of its
Subsidiaries may act as Paying Agent, Registrar or co-Registrar.


Section 2.04.  Paying Agent to Hold Money in Trust.
- ---------------------------------------------------

     Whenever the Company has one or more Paying Agents it will, prior to each
due date of the principal of or interest on, any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, 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 shall require each Paying Agent other than the Trustee to agree
in writing that such Paying Agent will hold in trust for the benefit of the
Securityholders of the particular series for which it is acting, or the Trustee,
all money held by the Paying Agent for the payment of principal or interest on
the Securities of such series, and that such Paying Agent will notify the
Trustee of any Default by the Company or any other obligor of the series of
Securities in making any such payment and at any time during the continuance of
any such Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.  If the Company or an
Affiliate acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Securityholders of the particular series for which
it is acting all money held by it as Paying Agent.  The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee.  Upon so
doing, the Paying Agent (if other than the Company or an Affiliate of the
Company) shall have no further liability for such money.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Securities.


Section 2.05.  Securityholder Lists.
- ------------------------------------

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders, separately by series, and shall otherwise comply with TIA
Section 312(a).  If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such

                                       8
<PAGE>

form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders, separately by series, relating to such interest
payment date or request, as the case may be.


Section 2.06.  Transfer and Exchange.
- -------------------------------------

     Where Securities are presented to the Registrar or a co-Registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of like series of other authorized denominations, the Registrar
shall register the transfer or make the exchange if its requirements for such
transactions are met.  To permit registrations of transfers and exchanges, the
Company shall issue and the Trustee shall authenticate Securities at the
Registrar's request.

     No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.10, 3.06 or 9.04).

     The Company need not issue, and the Registrar or co-Registrar need not
register the transfer or exchange of, (i) any Security of a particular series
during a period beginning at the opening of business 15 days before the day of
any selection of Securities of that series for redemption under Section 3.02 and
ending at the close of business on the day of selection, or (ii) any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security of that series being redeemed in part.


Section 2.07.  Replacement Securities.
- --------------------------------------

     If a mutilated Security is surrendered to the Trustee or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security of like series if the Company's and the Trustee's requirements are met.
The Trustee or the Company may require an indemnity bond to be furnished which
is sufficient in the judgment of both to protect the Company, the Trustee, and
any Agent from any loss which any of them may suffer if a Security is replaced.
The Company may charge such Holder for its expenses in replacing a Security.

     Every replacement Security is an additional obligation of the Company and
shall be entitled to all the benefit of the Indenture equally and
proportionately with any and all other Securities of the same series.

                                       9
<PAGE>

Section 2.08.  Outstanding Securities.
- --------------------------------------

     The Securities of any series outstanding at any time are all the Securities
of that series authenticated by the Trustee except for those cancelled by it,
those delivered to it for cancellation, and those described in this Section as
not outstanding.

     If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

     Except as set forth in Section 2.09 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate holds the Security.

     For each series of Original Issue Discount Securities, the principal amount
of such Securities that shall be deemed to be outstanding and used to determine
whether the necessary Holders have given any request, demand, authorization,
direction, notice, consent or waiver shall be the principal amount of such
Securities that could be declared to be due and payable upon acceleration upon
an Event of Default as of the date of such determination.  When requested by the
Trustee, the Company will advise the Trustee of such amount, showing its
computations in reasonable detail.


Section 2.09.  Treasury Securities.
- -----------------------------------

     In determining whether the Holders of the required principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities owned by the Company or an Affiliate shall be considered as though
they are not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Securities which the Trustee knows are so owned shall be so
considered.


Section 2.10.  Temporary Securities.
- ------------------------------------

     Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities upon a written order of
the Company signed by two Officers of the Company.  Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities.  Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities.

     Holders of temporary securities shall be entitled to all of the benefits of
this Indenture.

                                      10
<PAGE>


Section 2.11.  Cancellation.
- ----------------------------

     The Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment.  The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall destroy
such Securities (subject to the record retention requirements of the Exchange
Act).  Certification of the destruction of all cancelled Securities shall be
delivered to the Company.  The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.


Section 2.12.  Defaulted Interest.
- ----------------------------------

     If the Company fails to make a payment of interest on any series of
Securities, it shall pay such defaulted interest plus (to the extent lawful) any
interest payable on the defaulted interest, in any lawful manner. It may elect
to pay such defaulted interest, plus any such interest payable on it, to the
Persons who are Holders of such Securities on which the interest is due on a
subsequent special record date.  The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each such Security.
The Company shall fix any such record date and payment date for such payment.
At least 15 days before any such record date, the Company shall mail to
Securityholders affected thereby a notice that states the record date, payment
date, and amount of such interest to be paid.


Section 2.13.  Special Record Dates.
- ------------------------------------

     (a)  The Company may, but shall not be obligated to, set a record date for
the purpose of determining the identity of Holders entitled to consent to any
supplement, amendment or waiver permitted by this Indenture.  If a record date
is fixed, the Holders of Securities of that series outstanding on such record
date, and no other Holders, shall be entitled to consent to such supplement,
amendment or waiver or revoke any consent previously given, whether or not such
Holders remain Holders after such record date.  No consent shall be valid or
effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Securities of that series required hereunder
for such amendment or waiver to be effective shall have also been given and not
revoked within such 90-day period.

     (b)  The Trustee may, but shall not be obligated to, fix any day as a
record date for the purpose of determining the Holders of any series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction.  If a record date is fixed, the Holders of Securities

                                      11
<PAGE>

of that series outstanding on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
                                                        ------------------
no such action shall be effective hereunder unless taken on or prior to the date
90 days after such record date.



                                   ARTICLE 3

                                   REDEMPTION

Section 3.01.  Notices to Trustee.
- ----------------------------------

     If the Company elects to redeem Securities of any series pursuant to any
optional redemption provisions thereof, it shall notify the Trustee of the
redemption date and the principal amount of Securities of that series to be
redeemed.

     The Company shall give each notice provided for in this Section in an
Officers' Certificate at least 45 days before the redemption date (unless a
shorter notice period shall be satisfactory to the Trustee), which notice shall
specify the provisions of such Security pursuant to which the Company elects to
redeem such Securities.

     If the Company elects to reduce the principal amount of Securities of any
series to be redeemed pursuant to mandatory redemption provisions thereof, it
shall notify the Trustee of the amount of, and the basis for, any such
reduction.  If the Company elects to credit against any such mandatory
redemption Securities it has not previously delivered to the Trustee for
cancellation, it shall deliver such Securities with such notice.


Section 3.02.  Selection of Securities to Be Redeemed.
- ------------------------------------------------------

     If less than all the Securities of any series are to be redeemed, the
Trustee shall select the Securities of that series to be redeemed by a method
that complies with the requirements of any exchange on which the Securities of
that series are listed, or, if the Securities of that series are not listed on
an exchange, on a pro rata basis or by lot.  The Trustee shall make the
                  --------
selection not more than 75 days and not less than 30 days before the redemption
date from Securities of that series outstanding and not previously called for
redemption.  Except as otherwise provided as to any particular series of
Securities, Securities and portions thereof that the Trustee selects shall be in
amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof.  Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.  The Trustee shall notify the Company
promptly in writing of the Securities or portions of Securities to be called for
redemption.

                                       12
<PAGE>

Section 3.03.  Notice of Redemption.
- ------------------------------------

     Except as otherwise provided as to any particular series of Securities, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose Securities are to be
redeemed.

     The notice shall identify the Securities to be redeemed and shall state:

          (1)  the redemption date;

          (2)  the redemption price fixed in accordance with the terms of the
     Securities of the series to be redeemed, plus accrued interest, if any, to
     the date fixed for redemption (the "redemption price");

          (3)  if any Security is being redeemed in part, the portion of the
     principal amount of such Security to be redeemed and that, after the
     redemption date, upon surrender of such Security, a new Security or
     Securities in principal amount equal to the unredeemed portion will be
     issued;

          (4)  the name and address of the Paying Agent;

          (5)  that Securities called for redemption must be surrendered to the
     Paying Agent to collect the redemption price;

          (6)  that, unless the Company defaults in payment of the redemption
     price, interest on Securities called for redemption ceases to accrue on and
     after the redemption date;

          (7)  The paragraph of the series of Securities and/or Section of any
     supplemental indenture pursuant to which such Securities called for
     redemption are being redeemed; and

          (8)  the CUSIP number, if any, of the Securities to be redeemed.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
                                          ------------------
shall have delivered to the Trustee, at least 45 days prior to the redemption
date, an Officer's Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.  The notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder receives
such notice.  In any case, failure to give such notice by mail or any defect in
the notice of the Holder of any Security shall not affect the validity of the
proceeding for the redemption of any other Security.

                                       13
<PAGE>

Section 3.04.  Effect of Notice of Redemption.
- ----------------------------------------------

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities called for redemption become due and payable on the redemption date
for the redemption price.  Upon surrender to the Paying Agent, such Securities
will be paid at the Redemption Price.


Section 3.05.  Deposit of Redemption Price.
- -------------------------------------------

     On or before the redemption date, the Company shall deposit with the Paying
Agent (or, if the Company or any Subsidiary is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of all
Securities called for redemption on that date other than Securities which have
previously been delivered by the Company to the Trustee for cancellation.  The
Paying Agent shall return to the Company any money not required for that
purpose.


Section 3.06.  Securities Redeemed in Part.
- -------------------------------------------

     Upon surrender of a Security that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Security of like series equal in principal amount to the
unredeemed portion of the Security surrendered.


                                   ARTICLE 4

                                   COVENANTS

Section 4.01.  Payment of Securities.
- -------------------------------------

     The Company shall pay or cause to be paid the principal of and interest on
the Securities on the dates and in the manner provided in this Indenture and the
Securities.  Principal and interest shall be considered paid on the date due if
the Paying Agent, if other than the Company or an Affiliate, holds as of 10:00
a.m. Eastern Time on that date immediately available funds designated for and
sufficient to pay all principal and interest then due.

     To the extent lawful, the Company shall pay interest on overdue principal
and overdue installments of interest at the rate per annum borne by the
applicable series of Securities.

                                      14
<PAGE>

Section 4.02.  Maintenance of Office or Agency.
- -----------------------------------------------

          The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served.  The
Company shall 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.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities 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 the
Borough of Manhattan, the City of New York for such purposes.  The Company shall
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.

          The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.


Section 4.03.  Commission Reports.
- ----------------------------------

     The Company shall deliver to the Trustee within 15 days after the required
filing date copies of the annual reports and of the information, documents, and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;
provided, however the Company shall not be required to deliver to the Trustee
any materials for which the Company has sought and received confidential
treatment by the Commission.  The Company will cause any quarterly and annual
reports which it mails to its stockholders to be mailed to the Holders of the
Securities.  If the Company is not subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall continue to file with the Trustee
(in each case within 15 days after the time that such documents would have been
filed with the Commission) such reports, information and other documents as it
would file if it were subject to the requirements of Section 13 or 15(d) of the
Exchange Act (other than such confidential materials referenced above).  The
Company also shall comply with the other provisions of TIA Section 314(a).

                                       15
<PAGE>

Section 4.04.  Compliance Certificate.
- --------------------------------------

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, an Officers' Certificate (one of the signers of
which shall be the principal accounting officer, principal financial officer or
principal executive officer) stating that in the course of the performance by
the signers of their duties as officers of the Company, they would normally have
knowledge of any failure by the Company to comply with all conditions, or
default by the Company with respect to any covenants, under this Indenture, and
further stating whether or not they have knowledge of any such failure or
default and, if so, specifying each such failure or default and the nature
thereof.  For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided for in
this Indenture.  The certificate need not comply with Section 10.04.

     The first certificate delivered pursuant to this Section 4.03 shall be for
the fiscal year ending on _________, 199__.


Section 4.05.  Taxes.
- ---------------------

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except (i) as contested in good faith by appropriate proceedings and with
respect to which appropriate reserves have been taken in accordance with GAAP or
(ii) where the failure to effect such payment is not adverse in any material
respect to the Holders.


Section 4.06.  Stay, Extension and Usury Laws.
- ----------------------------------------------

     The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that 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 shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.


Section 4.07.  Corporate Existence.
- -----------------------------------

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of each Subsidiary and (ii) the rights

                                      16
<PAGE>

(charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to
              ------------------
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, 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 its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.


Section 4.08.  Payments for Consent.
- ------------------------------------

     Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of the Securities for or as an
inducement to any consent, waiver or amendment of any terms or provisions of
this Indenture or of the Securities or any series thereof unless such
consideration is offered to be paid or agreed to be paid to all Holders of the
Securities of such series that so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.


                                   ARTICLE 5

                                   SUCCESSORS

Section 5.01.  When Company May Merge, etc.
- -------------------------------------------

     The Company shall not consolidate or merge with or into (whether or not the
Company is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions to any Person unless:

          (1)  the Company is the surviving corporation or the entity or Person
     formed by or surviving any such consolidation or merger (if other than the
     Company) or to which such sale, assignment, transfer, lease, conveyance or
     other disposition shall have been made is a corporation organized and
     existing under the laws of the United States, any state thereof or the
     District of Columbia;

          (2)  the entity or Person formed by or assuming any such consolidation
     or merger (if other than the Company) or the entity or Person to which such
     sale, assignment, transfer, lease, conveyance or other disposition shall
     have been made assumes by supplemental indenture all the obligations of the
     Company under the Securities and this Indenture; and

          (3)  immediately prior to and after the transaction no Default or
     Event of Default exists.

                                      17
<PAGE>
The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.


Section 5.02.  Successor Corporation Substituted.
- -------------------------------------------------

     Upon any consolidation or merger, or any transfer by the Company (other
than by lease) of all or substantially all of the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer 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 corporation had been named as the Company herein.  In the event of any
such transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in respect of the Securities and the Indenture, and
the predecessor Company may be dissolved, wound up or liquidated at any time
thereafter.


                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.
- ---------------------------------

     An "Event of Default" occurs with respect to Securities of any particular
series if:

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

          (2)  the Company defaults in the payment of the principal of any
     Security of that series when the same becomes due and payable at maturity,
     upon redemption or otherwise;

          (3)  an Event of Default, as defined in the Securities of that series,
     occurs and is continuing, or the Company fails to comply with any of its
     other agreements in the Securities of that series or in this Indenture with
     respect to that series and the Default continues for the period and after
     the notice specified below;

          (4)  the Company pursuant to or within the meaning of any Bankruptcy
     Law:

               (A)   commences a voluntary case;

                                       18
<PAGE>
               (B)   consents to the entry of an order for relief against it in
          an involuntary case;

               (C)   consents to the appointment of a Custodian of it or for all
          or substantially all of its property;

               (D)   makes a general assignment for the benefit of its
          creditors; or

               (E)   admits in writing its inability generally to pay its debts
          as the same become due.

          (5)  a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (A)   is for relief against the Company in an involuntary case;

               (B)   appoints a Custodian of the Company or for all or
          substantially all of its property; or

               (C)   orders the liquidation of the Company;

     and the order or decree remains unstayed and in effect for 60 days.

     The term "Bankruptcy Law" means Title 11, U.S. Code or any similar federal
or state law for the relief of debtors.  The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     A Default under clause (3) above is not an Event of Default with respect to
a particular series of Securities until the Trustee or the Holders of at least
25% in principal amount of the then outstanding Securities of that series notify
the Company of the Default and the Company does not cure the Default within 30
days after receipt of the notice.  The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."


Section 6.02.  Acceleration.
- ----------------------------

     If an Event of Default with respect to Securities of any series (other than
an Event of Default specified in clauses (4) and (5) of Section 6.01) occurs and

                                      19
<PAGE>

is continuing, the Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the then outstanding Securities of that series by
notice to the Company and the Trustee, may declare the unpaid principal (or, in
the case of Original Issue Discount Securities, such lesser amount as may be
provided for in such Securities) of and any accrued interest on all the
Securities of that series to be due and payable on the Securities of that
series.  Upon such declaration the principal (or such lesser amount) and
interest shall be due and payable immediately.  If an Event of Default specified
in clause (4) or (5) of Section 6.01 occurs, all of such amount shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder.  The Holders of a majority in principal amount of
the then outstanding Securities of that series by notice to the Trustee may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default with
respect to that series have been cured or waived except nonpayment of principal
(or such lesser amount) or interest that has become due solely because of the
acceleration.


Section 6.03.  Other Remedies.
- ------------------------------

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal or interest on the Securities of that series or to enforce
the performance of any provision of the Securities of that series or this
Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.


Section 6.04.  Waiver of Past Defaults.
- ---------------------------------------

     Subject to Section 9.02, the Holders of a majority in principal amount of
the then outstanding Securities of any series by notice to the Trustee may waive
an existing Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default in the payment of the
principal (including any mandatory sinking fund or like payment) of or interest
on any Security of that series.


Section 6.05.  Control by Majority.
- -----------------------------------

     The Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy with respect to that series available to the Trustee
or exercising any trust or power conferred on it.  However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that
is unduly prejudicial to the rights of another Holder of Securities of that
series, or that may involve the Trustee in personal liability.  The Trustee may
take any other action which it deems proper which is not inconsistent with any
such direction.

                                      20
<PAGE>

Section 6.06.  Limitation on Suits.
- -----------------------------------

     A Holder of Securities of any series may not pursue a remedy with respect
to this Indenture or the Securities unless:

          (1)  the Holder gives to the Trustee written notice of a continuing
     Event of Default with respect to that series;

          (2)  the Holders of at least 25% in principal amount of the then
     outstanding Securities of that series make a written request to the Trustee
     to pursue the remedy;

          (3)  such Holder or Holders offer to the Trustee indemnity
     satisfactory to the Trustee against any loss, liability or expense;

          (4)  the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and, if requested, the provision of
     indemnity; and

          (5)  during such 60-day period the Holders of a majority in principal
     amount of the then outstanding Securities of that series do not give the
     Trustee a direction inconsistent with the request.

No Holder of any series of Securities may use this Indenture to prejudice the
rights of another Holder of Securities of that series or to obtain a preference
or priority over another Holder of Securities of that series.


Section 6.07.  Rights of Holders to Receive Payment.
- ----------------------------------------------------

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of and interest, if any, on
the Security, on or after the respective due dates expressed in the Security, or
to bring 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
Holder.


Section 6.08.  Collection Suit by Trustee.
- ------------------------------------------

     If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal (or such portion of the principal as may be
specified as due upon acceleration at that time in the terms of that series of
Securities) and interest, if any, remaining unpaid on the Securities of that
series then outstanding, together with (to the extent lawful) interest on
overdue principal and interest, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07.

                                      21
<PAGE>

Section 6.09.  Trustee May File Proofs of Claim.
- ------------------------------------------------

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor on the Securities), its creditors or its property and shall be
entitled to and empowered to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian in any such judicial proceedings 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 to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07.  Nothing contained herein shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding.


Section 6.10.  Priorities.
- --------------------------

     If the Trustee collects any money with respect to Securities of any series
pursuant to this Article, it shall pay out the money in the following order:

          First:         to the Trustee, its agents and attorneys for amounts
                         due under Section 7.07, including payment of all
                         compensation, expense and liabilities incurred, and all
                         advances made, by the Trustee and the costs and
                         expenses of collection;

          Second:        to Securityholders for amounts due and unpaid on the
                         Securities of such series for principal and interest,
                         ratably, without preference or priority of any kind,
                         according to the amounts due and payable on the
                         Securities of such series for principal and interest,
                         respectively; and

          Third:         to the Company or to such party as a court of competent
                         jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section.  The Trustee shall
notify the Company in writing reasonably in advance of any such record date and
payment date.


                                       22
<PAGE>

Section 6.11.  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 or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defense made by the party litigant.  This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in principal amount of the then
outstanding Securities.


                                      23
<PAGE>


                                   ARTICLE 7

                                    TRUSTEE


Section 7.01.  Duties of Trustee.
- ---------------------------------

     (a)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

     (b)  Except during the continuance of an Event of Default known to the
Trustee:

          (i)  the duties of the Trustee shall be determined solely by the
               express provisions of this Indenture or the TIA and the Trustee
               need perform only those duties that are specifically set forth in
               this Indenture or the TIA and no others, and no implied covenants
               or obligations shall be read into this Indenture against the
               Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, upon certificates
               or opinions furnished to the Trustee and conforming to the
               requirements of this Indenture.  However, the Trustee shall
               examine the certificates and opinions to determine whether or not
               they conform to the requirements of this Indenture.

     (c)  The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i)  this paragraph does not limit the effect of paragraph (b) of this
               Section;

          (ii) the Trustee shall not be liable for any error of judgment made in
               good faith by a responsible officer of the Trustee, unless it is
               proved that the Trustee was negligent in ascertaining the
               pertinent facts; and

         (iii) the Trustee shall not be liable with respect to any action it
               takes or omits to take in good faith in accordance with a
               direction received by it pursuant to Section 6.05 hereof.

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

                                       24
<PAGE>
     (e)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee may refuse to perform any
duty or exercise any right or power unless it receives security and indemnity
satisfactory to it against any loss, liability or expense.

     (f)  The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company.  Absent written
instruction from the Company, the Trustee shall not be required to invest any
such money. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


Section 7.02.  Rights of Trustee.
- ---------------------------------

     Subject to TIA Section 315(a) through (d):

     (a)  The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper person.  The Trustee need not
investigate any fact or matter stated in the document.

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel, or both.  The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel.

     (c)  The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

     (d)  The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers, unless the Trustee's conduct constitutes negligence.

     (e)  Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice form the Company shall be sufficient if signed by
an Officer of the Company.


Section 7.03.  Individual Rights of Trustee.
- --------------------------------------------

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee.  Any Agent may do the
same with like rights.  However, the Trustee is subject to TIA Sections 310(b)
and 311.

                                      25
<PAGE>

Section 7.04.  Trustee's Disclaimer.
- ------------------------------------

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.


Section 7.05.  Notice of Defaults.
- ----------------------------------

     If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to all Holders of Securities of that series a notice of the Default
or Event of Default within 90 days after it occurs.  Except in the case of a
Default or Event of Default in payment on any such Security, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of such
Securityholders.


Section 7.06.  Reports by Trustee to Holders.
- ---------------------------------------------

     Within 60 days after each _________ beginning with ___________, 1994, the
Trustee with respect to any series of Securities shall mail to Holders of
Securities of that series as provided in TIA Section 313(c) a brief report dated
as of such ______ that complies with TIA Section 313(a) (if such report is
required by TIA Section 313(a)).  The Trustee shall also comply with TIA Section
313(b).

     A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed with the Commission and each stock exchange
on which any of the Securities are listed, as required by TIA Section 313(d).
The Company shall notify the Trustee when the Securities are listed on any
stock exchange.


Section 7.07.  Compensation and Indemnity.
- ------------------------------------------

     The Company shall pay to the Trustee from time to time such compensation as
shall be agreed upon in writing for its services hereunder.  The Company shall
reimburse the Trustee upon written request for all reasonable out-of-pocket
expenses incurred by it.  Such expenses shall include the reasonable
compensation and out-of-pocket expenses of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee for any loss or liability incurred
by it, without negligence or bad faith on its part, in connection with the
administration of this Indenture and its duties hereunder.  The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.  The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel.  The Company need not pay for any settlement
made without its consent.

                                      26
<PAGE>

     To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee in its capacity as Trustee, except money or property
held in trust to pay principal and interest on particular Securities.  Such lien
will survive the satisfaction and discharge of this Indenture.

     If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.


Section 7.08.  Replacement of Trustee.
- --------------------------------------

     A resignation or removal of the Trustee with respect to one or more or all
series of Securities and appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

     The Trustee may resign with respect to one or more or all series of
Securities by so notifying the Company in writing. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee as to that series by so notifying the Trustee in writing and may appoint
a successor Trustee with the Company's consent.  The Company may remove the
Trustee with respect to one or more or all series of Securities if:

          (1)  the Trustee fails to comply with Section 7.10;

          (2)  the Trustee is adjudged a bankrupt or an insolvent;

          (3)  a receiver or other public officer takes charge of the Trustee or
     its property; or

          (4)  the Trustee becomes incapable of acting.

     If, as to any series of Securities, the Trustee resigns or is removed or if
a vacancy exists in the office of Trustee for any reason, the Company shall
promptly appoint a successor Trustee for that series.  Within one year after the
successor Trustee with respect to any series takes office, the Holders of a
majority in principal amount of the then outstanding Securities of that series
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.  If a successor Trustee as to a particular series does not take
office within 60 days after the retiring Trustee resigns or is removed, the

                                       27
<PAGE>
retiring Trustee, the Company or the Holders of at least 10% in principal amount
of the then outstanding Securities of that series may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with Section 7.10 with respect to any
series, any Holder of Securities of that series who satisfies the requirements
of TIA Section 310(b) may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for that
series.

     A successor Trustee as to any series of Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Immediately after that, the retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee (subject to the lien
provided for in Section 7.07), the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture as to that series.
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

     Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee.

     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 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) shall contain such
provisions as shall be 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 or desirable to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; provided, however, that nothing herein or in such supplemental
                  ------------------
Indenture shall constitute such Trustee co-trustees of the same trust and that
each such Trustee shall be trustee of a trust hereunder separate and apart from
any trust hereunder administered by any other such Trustee.

     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.

                                      28
<PAGE>

Section 7.09.  Successor Trustee by Merger, etc.
- ------------------------------------------------

     If the Trustee as to any series of Securities consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee as to that series.


Section 7.10.   Eligibility; Disqualification.
- ----------------------------------------------

     Each series of Securities shall always have a Trustee who satisfies the
requirements of TIA Section 310(a).  The Trustee as to any series of Securities
shall always have a combined capital and surplus of at least [$100,000,000]
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5).  The Trustee is subject to TIA Section
310(b).


Section 7.11.  Preferential Collection of Claims Against Company.
- -----------------------------------------------------------------

     The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b).  A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.


                                   ARTICLE 8

                             DISCHARGE OF INDENTURE

Section 8.01.  Termination of Company's Obligations.
- ----------------------------------------------------

     Except as otherwise provided in this Section, the Company may terminate its
obligations under the Securities of any series and this Indenture with respect
to that series, if:

          (a)  all Securities of that series previously authenticated and
     delivered (other than destroyed, lost or stolen Securities which have been
     replaced or Securities of that series which are paid pursuant to Section
     4.01 or Securities of that series for whose payment money or securities has
     theretofore been held in trust and thereafter repaid to the Company, as
     provided in Section 8.03) have been delivered to the Trustee for
     cancellation and the Company has paid all sums payable by it hereunder with
     respect to such series; or

                                      29
<PAGE>

          (b)  (1)   the Securities of that series mature within one year or all
     of them are to be called for redemption within one year after arrangements
     satisfactory to the Trustee for giving the notice of redemption; and

          (2)  the Company irrevocably deposits in trust with the Trustee during
     such one-year period, under the terms of an irrevocable trust agreement in
     form and substance satisfactory to the Trustee, as trust funds solely for
     the benefit of the Holders of Securities of that series for that purpose,
     money or U.S. Government Obligations, or a combination thereof, with the
     U.S. Government Obligations maturing as to principal and interest in such
     amounts and at such times as are sufficient, without consideration of any
     reinvestment of such interest, to pay principal of and interest on the
     Securities of that series to maturity or redemption, as the case may be,
     and to pay all other sums payable by it hereunder; or

          (c)  (1)   the Company irrevocably deposits in trust with the Trustee
     under the terms of an irrevocable trust agreement in form and substance
     satisfactory to the Trustee, as trust funds solely for the benefit of the
     Holders of Securities of that series for that purpose, money or U.S.
     Government Obligations, or a combination thereof, with the U.S. Government
     Obligations maturing as to principal and interest in such amounts and at
     such times as are sufficient, without consideration of any reinvestment of
     such interest, to pay principal of and interest on the Securities of that
     series to maturity or redemption, as the case may be;

          (2)  the Company shall have delivered to the Trustee either (A) a
     ruling directed to the Trustee received from the Internal Revenue Service
     to the effect that the Holders of the Securities of that series will not
     recognize income, gain or loss for federal income tax purposes as a result
     of the Company's exercise of its option under this clause (c) and will be
     subject to federal income tax on the same amount and in the same manner and
     at the same times as would have been the case if such option had not been
     exercised, or (B) an Opinion of Counsel to the same effect as the ruling
     described in subclause (A) above accompanied by a ruling to that effect
     published by the Internal Revenue Service, unless there has been a change
     in the applicable federal income tax law since the date of this Indenture
     such that a ruling from the Internal Revenue Service is no longer required;

          (3)  the Company has paid or caused to be paid all sums then payable
     by the Company hereunder; and

          (4)  the Company has delivered to the Trustee for that series an
     Officers' Certificate and an Opinion of Counsel, each stating that all
     conditions precedent provided for in this clause (c) relating to
     termination of obligations of the Company have been complied with.

                                      30
<PAGE>

     The Company's obligations under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.01
(together with its payment obligations under the Securities of that series),
7.07, 7.08, 8.03 and 8.04 shall survive until the Securities of that series are
no longer outstanding.  Thereafter, and after any discharge pursuant to clause
(a) above, only the Company's obligations in Sections 7.07 and 8.03 shall
survive.  If and when a ruling from the Internal Revenue Service or Opinion of
Counsel referred to in clause (c)(2) above is able to be provided specifically
without regard to, and not in reliance upon, the continuance of the Company's
obligations under Section 4.01 and its payment obligations under the Securities
of that series, then the Company's payment obligations under such Section 4.01
and the Securities of that series shall cease upon delivery to the Trustee of
such ruling or Opinion of Counsel and compliance with the other conditions
precedent provided for in clause (c) above relating to the satisfaction and
discharge of this Indenture.

     After any such irrevocable deposit the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of that series and under this Indenture except for those surviving
obligations specified above.

     "U.S. Government Obligations" means direct obligations of the United States
      ---------------------------
of America for the payment of which the full faith and credit of the United
States of America is pledged. U.S. Government Obligations shall not be callable
at the issuer's option.


Section 8.02.  Application of Trust Money.
- ------------------------------------------

     The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01 with respect to Securities of any
series.  It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal and interest on the Securities of that series.


Section 8.03.  Repayment to Company.
- ------------------------------------

     The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.

     The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years after the date upon which such payment shall have become
due. After payment to the Company, Securityholders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another Person, provided, however, that the
                                                  ------------------
Trustee or such Paying Agent before being required to make such repayment may at
the expense of the Company mail to each such holder a 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 mailing any unclaimed balance of such
money then remaining will be repaid to the Company.

                                      31
<PAGE>


                                   ARTICLE 9

                      SUPPLEMENTS, AMENDMENTS AND WAIVERS


Section 9.01.  Without Consent of Holders.
- ------------------------------------------

     The Company and the Trustee as to any series of Securities may supplement
or amend this Indenture or the Securities without notice to or the consent of
any Securityholder:

          (1)  to cure any ambiguity, defect or inconsistency;

          (2)  to comply with Article 5;

          (3)  to comply with any requirements of the Commission in connection
     with the qualification of this Indenture under the TIA;

          (4)  to provide for uncertificated Securities in addition to or in
     place of certificated Securities;

          (5)  to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, provided,
                                                               ---------
     however, that any such addition, change or elimination (A) shall neither
     --------
     (i) apply to any Security of any series 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 with respect
     to such provision or (B) shall become effective only when there is no
     outstanding Security of any series created prior to the execution of such
     supplemental indenture and entitled to the benefit of such provision;

          (6)  to make any change that does not adversely affect in any material
     respect the interests of the Securityholders of any series; or

          (7)  to establish additional series of Securities as permitted by
     Section 2.01.


Section 9.02.  With Consent of Holders.
- ----------------------------------------

     Subject to Section 6.07, the Company and the Trustee as to any series of
Securities may amend this Indenture or the Securities of that series with the
written consent of the Holders of a majority in principal amount of the then
outstanding Securities of each series affected by the amendment, with each such
series voting as a separate class. The Holders of a majority in principal amount
of the then outstanding Securities of any series may also waive compliance in a
particular instance by the Company with any provision of this Indenture with
respect to that series or the Securities of that series; provided, however, that
                                                         ------------------

                                      32
<PAGE>

without the consent of each Securityholder affected, an amendment or waiver may
not:

          (1)  reduce the percentage of the principal amount of Securities whose
     Holders must consent to an amendment or waiver;

          (2)  reduce the rate of, or change the time for payment of interest
     on, any Security;

          (3)  reduce the principal of or change the fixed maturity of any
     Security or alter the redemption provisions with respect thereto;

          (4)  make any Security payable in money other than that stated in the
     Security;

          (5)  make any change in Section 6.04, 6.07 or 9.02 (this sentence); or

          (6)  waive a default in the payment of the principal of, or interest
     on, any Security, except to the extent otherwise provided for in Section
     6.02.

     An amendment or waiver under this Section which waives, 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 the consent of the Holders under this Section
to approve the particular form of any proposed amendment or waiver, but it shall
be sufficient if such consent approves the substance thereof.

     After an amendment or waiver under this Section becomes effective, the
Company shall mail to Holders of Securities of each series affected thereby a
notice briefly describing the amendment or waiver.  The Company will mail
supplemental indentures to Holders upon request.  Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.


Section 9.03.  Revocation and Effect of Consents.
- -------------------------------------------------

     Until an amendment or waiver becomes effective, a consent to it by a Holder
of a Security is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security; provided, however, that unless a record date shall have been
          ------------------
                                      33
<PAGE>

established pursuant to Section 2.13(a), any such Holder or subsequent Holder
may revoke the consent as to his Security or portion of a Security if the
Trustee receives the notice of revocation before the date on which the amendment
or waiver becomes effective.  An amendment or waiver shall become effective on
receipt by the Trustee of consents from the Holders of the requisite percentage
principal amount of the outstanding Securities of any series, and thereafter
shall bind every Holder of Securities of that series.


Section 9.04.  Notation on or Exchange of Securities.
- -----------------------------------------------------

     If an amendment, or waiver changes the terms of a Security:  (a) the
Trustee may require the Holder of the Security to deliver it to the Trustee, the
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or (b) if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.


Section 9.05.  Trustee To Sign Amendments, etc.
- -----------------------------------------------

     The Trustee shall receive an Opinion of Counsel stating that the execution
of any amendment or waiver proposed pursuant to this Article is authorized or
permitted by this Indenture. Subject to the preceding sentence, the Trustee
shall sign such amendment or waiver if the same does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  The Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.


                                   ARTICLE 10

                                 MISCELLANEOUS


Section 10.01. Indenture Subject to Trust Indenture Act.
- --------------------------------------------------------

     This Indenture is subject to the provisions of the TIA which are required
to be part of this Indenture, and shall, to the extent applicable, be governed
by such provisions.


Section 10.02. Notices.
- -----------------------

     Any notice or communication is duly given if in writing and delivered in
person or sent by first-class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
addressed as follows:

                                      34
<PAGE>

     If to the Company:

                     Advanced Micro Devices, Inc.
                     One AMD Place
                     Sunnyvale, California  94088-3453
                     Attention:

     If to the Trustee:

                     _______________________________
                     _______________________________
                     _______________________________
                     _______________________________
                     Attention:[___________________]


     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given:  at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

     Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.


Section 10.03. Communication By Holders With Other Holders.
- -----------------------------------------------------------

     Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Securities.  The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).


Section 10.04. Certificate and Opinion as to Conditions Precedent.
- ------------------------------------------------------------------

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

                                      35
<PAGE>

          (a)  an Officers' Certificate stating that, in the opinion of the
     signers, all conditions precedent, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (b)  an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent have been complied with.


Section 10.05. Statements Required in Certificate or Opinion.
- -------------------------------------------------------------

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificate provided for
in Section 4.03) shall include:

          (1)  a statement that the Person making such certificate or opinion
     has read such covenant or condition;

          (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 such Person, he or she has
     made such examination or investigation as is necessary to enable him or her
     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 or not, in the opinion of such Person,
     such condition or covenant has been complied with; provided, however, that
                                                        ------------------
     with respect to matters of fact an Opinion of Counsel may rely on an
     Officer's Certificate or certificates of public officials.


Section 10.06. Rules by Trustee and Agents.
- -------------------------------------------

     The Trustee as to Securities of any series may make reasonable rules for
action by or at a meeting of Holders of Securities of that series.  The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.


Section 10.07. Legal Holidays.
- ------------------------------

     A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York, New York or San Francisco, California, are not
required to be open.  If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

                                      36
<PAGE>


Section 10.08. No Recourse Against Others.
- ------------------------------------------

     A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation.  Each Securityholder by accepting a Security
waives and releases all such liability.  The waiver and release are part of the
consideration of issuance of the Securities.  Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.


Section 10.09. Counterparts.
- ----------------------------

     This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


Section 10.10. Governing Law.
- -----------------------------

     The internal laws of the State of New York shall govern this Indenture and
the Securities, without regard to the conflict of laws provisions thereof.


Section 10.11. Severability.
- ----------------------------

     In case any provision in this Indenture or in the Securities 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 10.12. Effect of Headings, Table of Contents, etc.
- ----------------------------------------------------------

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


Section 10.13. Successors and Assigns.
- --------------------------------------

     All covenants and agreements of the Company in this Indenture and the
Securities shall bind its successors and assigns.  All agreements of the Trustee
in this Indenture shall bind its successor.


Section 10.14. No Interpretation of Other Agreements.
- -----------------------------------------------------

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

                                       37
<PAGE>

                                   SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have executed this Indenture as of
the date first above written.

                                   ADVANCED MICRO DEVICES, INC.




                                     By____________________________
                                     Name:
                                     Title:


                                   [                        ],
                                     as Trustee




                                     By____________________________
                                     Name:
                                     Title:


                                      S-1
<PAGE>


STATE OF CALIFORNIA  )
                     )  ss.
CITY OF SUNNYVALE    )


     On this _____ day of _____________, before me personally
came __________________, to me known, who being by me duly
sworn, did depose and say that he is _________________ of
Advanced Micro Devices, Inc., one of the entities described in
and which executed the above instrument; and that he signed his
name thereto by authority of the Board of Directors of such
entity.


                              ______________________________
                                        Notary Public

(Notarial Seal)



STATE OF __________  )
                     )   ss.
CITY OF ___________  )


     On this _____ day of _____________, before me personally
came __________________, to me known, who being by me duly
sworn, did depose and say that he is Trust Officer of
____________________________, one of the entities described in
and which executed the above instrument; and that he signed his
name thereto by authority of the Board of Directors of such
entity.


                              ______________________________
                                        Notary Public

(Notarial Seal)






                                      S-2





          =================================================================








                             ADVANCED MICRO DEVICES, INC.

                                         and

                             ____________________________

                                    as Depositary

                                         and

                            HOLDERS OF DEPOSITARY RECEIPTS









                                ______________________

                                  DEPOSIT AGREEMENT
                                ______________________






                              Dated as of ________, 19__








          =================================================================



 
<PAGE>
                                  TABLE OF CONTENTS


                                                                       Page

          Parties   . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
          Recitals  . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

                                      ARTICLE I

                                     Definitions

          SECTION 1.01 "Authorizing Resolution" . . . . . . . . . . . . . 1
          SECTION 1.02 "Certificate of Incorporation" . . . . . . . . . . 1
          SECTION 1.03 "Company"  . . . . . . . . . . . . . . . . . . . . 1
          SECTION 1.04 "Deposit Agreement"  . . . . . . . . . . . . . . . 2
          SECTION 1.05 "Depositary"; "Depositary's Office"  . . . . . . . 2
          SECTION 1.06 "Depositary's Agent"   . . . . . . . . . . . . . . 2
          SECTION 1.07 "Depositary Shares"  . . . . . . . . . . . . . . . 2
          SECTION 1.08 "Receipt"  . . . . . . . . . . . . . . . . . . . . 2
          SECTION 1.09 "record holder"  . . . . . . . . . . . . . . . . . 2
          SECTION 1.10 "Registrar"  . . . . . . . . . . . . . . . . . . . 2
          SECTION 1.11 "Securities Act of 1933"   . . . . . . . . . . . . 2
          SECTION 1.12 "Stock"  . . . . . . . . . . . . . . . . . . . . . 2

                                      ARTICLE II

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

          SECTION 2.01 Form and Transferability of Receipts   . . . . . . 3
          SECTION 2.02 Deposit of Stock; Execution and Delivery
                           of Receipts in Respect thereof   . . . . . . . 4
          SECTION 2.03 Redemption of Stock  . . . . . . . . . . . . . . . 5
          SECTION 2.04 Transfer of Receipts   . . . . . . . . . . . . . . 6
          SECTION 2.05 Combinations and Split-ups of Receipts . . . . . . 7
          SECTION 2.06 Surrender of Receipts and Withdrawal
                           of Stock   . . . . . . . . . . . . . . . . . . 7
          SECTION 2.07 Limitations on Execution and Delivery,
                           Transfer, Surrender and Withdrawal
                           of Receipts  . . . . . . . . . . . . . . . . . 8
          SECTION 2.08 Lost Receipts, Etc.  . . . . . . . . . . . . . . . 8
          SECTION 2.09 Cancellation and Destruction
                           of Surrendered Receipts  . . . . . . . . . . . 9





                                       i
<PAGE>


                                     ARTICLE III

                     Certain Obligations of Holders of Receipts
                                   and the Company

          SECTION 3.01 Filing Proofs, Certificates
                           and Other Information  . . . . . . . . . . . . 9
          SECTION 3.02 Payment of Taxes or Other
                           Governmental Charges   . . . . . . . . . . . . 9
          SECTION 3.03 Warranties as to Stock   . . . . . . . . . . . . . 9

                                      ARTICLE IV

                          The Deposited Securities; Notices

          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; 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 Reports  . . . . . . . . . . . . . . . . . . . .  13
          SECTION 4.08 Lists of Receipt Holders   . . . . . . . . . . .  14

                                      ARTICLE V

                            The Depositary and the Company

          SECTION 5.01 Maintenance of Offices, Agencies,
                           Transfer Books by the Depositary;
                           Registrar  . . . . . . . . . . . . . . . . .  14
          SECTION 5.02 Prevention 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   . . . . . . . . . . .  17
          SECTION 5.05 Corporate Notices and Reports  . . . . . . . . .  18
          SECTION 5.06 Deposit of Stock by the Company  . . . . . . . .  18
          SECTION 5.07 Indemnification by the Company   . . . . . . . .  18
          SECTION 5.08 Charges and Expenses   . . . . . . . . . . . . .  19


                                      ii
<PAGE>


                                      ARTICLE VI

                              Amendment and Termination

          SECTION 6.01 Amendment  . . . . . . . . . . . . . . . . . . .  19
          SECTION 6.02 Termination  . . . . . . . . . . . . . . . . . .  20

                                     ARTICLE VII

                                    Miscellaneous

          SECTION 7.01 Counterparts   . . . . . . . . . . . . . . . . .  21
          SECTION 7.02 Exclusive Benefit of Parties   . . . . . . . . .  21
          SECTION 7.03 Invalidity of Provisions   . . . . . . . . . . .  21
          SECTION 7.04 Notices  . . . . . . . . . . . . . . . . . . . .  21
          SECTION 7.05 Depositary's Agents  . . . . . . . . . . . . . .  22
          SECTION 7.06 Holders of Receipts Are Parties  . . . . . . . .  22
          SECTION 7.07 Governing Law  . . . . . . . . . . . . . . . . .  22
          SECTION 7.08 Headings   . . . . . . . . . . . . . . . . . . .  22

          Testimonium   . . . . . . . . . . . . . . . . . . . . . . . .  23
          Signatures  . . . . . . . . . . . . . . . . . . . . . . . . .  23

          Exhibit A




















                                      iii
<PAGE>


                                  DEPOSIT AGREEMENT


               DEPOSIT  AGREEMENT,  dated  as  of  _____  __,  19__,  among
          ADVANCED MICRO  DEVICES, INC.,  a corporation duly  organized and
          existing under the laws of the State of Delaware, _______________
          _________________________________________________________________
          _________________________________________________________________
          _______________________________,  and all  holders  from time  to
          time of Depositary Receipts issued hereunder.

                                     WITNESSETH:

               WHEREAS, it is  desired to provide, as hereinafter set forth
          in this Deposit Agreement, for the deposit of ____________ shares
          of  Preferred  Stock, Series  __, par  value  $.10 per  share, of
          A d v a n c e d   M i c r o   D e v i c e s ,   I n c .   w i t h
          ________________________________________
          _____________________, as Depositary, for the purposes  set forth
          in  this  Deposit Agreement  and  for the  issuance  hereunder of
          Depositary Receipts  evidencing Depositary Shares,  in respect of
          the ____ shares of Preferred Stock so deposited; and

               WHEREAS, the Depositary Receipts  are to be substantially in
          the  form   of  Exhibit   A  annexed  hereto,   with  appropriate
          insertions,  modifications and omissions, as hereinafter provided
          in this Deposit Agreement;

               NOW,  THEREFORE, in  consideration  of the  premises, it  is
          agreed by and among the parties hereto as follows:

                                      ARTICLE I

                                     DEFINITIONS

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

               SECTION 1.01.  The  term "Authorizing Resolution" shall mean
          the resolution  adopted by  the Company's  Board of Directors  on
          ___________,  19__, establishing  and  setting forth  the powers,
          designations, preferences and rights of the Stock.

               SECTION 1.02.  The term "Certificate of Incorporation" shall
          mean the  Certificate of Incorporation,  as amended from  time to
          time, of the Company.

               SECTION  1.03.  The term "Company" shall mean Advanced Micro
          Devices, Inc.,  incorporated  under  the laws  of  the  State  of



                                       1
<PAGE>

          Delaware  and having at the  date hereof its  principal office at
          One  AMD   Place,  Sunnyvale,  California   94088-3453,  and  its
          successors.

               SECTION 1.04.  The term "Deposit Agreement" shall  mean this
          Agreement, as the same  may be amended or supplemented  from time
          to time.

               SECTION 1.05.  The  term "Depositary" shall mean ___________
          _________________________________________________________________
          _________________________________________________________________
          _______________________________,  with  its principal  office for
          the  administration of  depositary  receipts  (the  "Depositary's
          Office") at the date hereof located at __________________________
          _________________________________________________________,    and
          any successor as depositary hereunder.

               SECTION 1.06.  The term  "Depositary's Agent" shall mean  an
          agent  appointed by  the  Depositary  as  provided, and  for  the
          purposes specified, in Section 7.05.

               SECTION 1.07.  The  term "Depositary Shares" shall  mean the
          Depositary Shares,  evidenced by the  Depositary Receipts  issued
          hereunder and representing the  interests in Stock deposited with
          the   Depositary  hereunder.  Each  Depositary  Share  shall,  as
          provided herein, represent an interest  in one-____ (1/__) of one
          share of Stock and the same proportionate interest in any and all
          other property  received by  the  Depositary in  respect of  such
          shares  of  Stock  and  held  at  the  time  under  this  Deposit
          Agreement.

               SECTION 1.08.  The term "Receipt" shall  mean one or more of
          the Depositary Receipts issued hereunder.

               SECTION  1.09.   The term  "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.

               SECTION 1.10.  The  term "Registrar" shall mean any  bank or
          trust company  which shall be  appointed to register  Receipts as
          herein provided.

               SECTION  1.11.  The term "Securities Act of 1933" shall mean
          the Act of May 27,  1933 (15 U.S. Code, Secs. 77a-77aa),  as from
          time to time amended.

               SECTION 1.12.   The term  "Stock" shall mean  shares of  the
          Company's  Preferred Stock,  Series  ______, par  value $.10  per
          share, heretofore validly issued, fully paid and nonassessable.


                                       2
<PAGE>

                                     ARTICLE II

                         FORM OF RECEIPTS, DEPOSIT OF STOCK,
                          EXECUTION AND DELIVERY, TRANSFER,
                               SURRENDER AND REDEMPTION
                                     OF RECEIPTS

               SECTION  2.01.    Form   and  Transferability  of  Receipts.
                                 ------------------------------------------
          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.   Receipts
          shall be  executed by the Depositary by the manual signature of a
          duly  authorized officer  of the  Depositary, provided  that such
          signature  may be  a facsimile  if a  Registrar for  the Receipts
          (other than the  Depositary) shall have  been appointed and  such
          Receipts  are  countersigned  by   manual  signature  of  a  duly
          authorized signatory  of  the Registrar.    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  or, if  a Registrar  for the  Receipts (other  than the
          Depositary)  shall  have  been  appointed, by  facsimile  by  the
          Depositary  by the signature of a duly authorized officer and, if
          executed  by facsimile  signature of  the Depositary,  shall have
          been countersigned manually by such Registrar by the signature of
          a duly  authorized signatory.   Receipts executed as  provided in
          this Section  may be  issued notwithstanding that  any authorized
          officer of the Depositary signing such Receipts shall have ceased
          to hold  office at the  time of issuance  of such Receipts.   The
          Depositary shall record on  its books each Receipt so  signed and
          delivered as hereinafter provided.

               Except  as  the Depositary  and  the  Company may  otherwise
          determine, Receipts shall  be in denominations  of any number  of
          whole Depositary Shares.

               All Receipts shall be dated the date of their execution.

               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 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 or  the Depositary
          Shares 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 by  reason of  the
          date of issuance of the Stock or otherwise.

               Title to a Receipt which is properly endorsed or accompanied
          by  a  properly  executed  instrument  of  transfer  and  to  the
          Depositary  Shares evidenced  thereby, shall  be transferable  by

                                       3
<PAGE>
          delivery with  the same  effect as in  the case  of a  negotiable
          instrument;  provided, however,  that  until a  Receipt shall  be
                       ------------------
          transferred on the books of the Depositary as provided in Section
          2.04,  the Depositary,  each Depositary's  Agent and  the Company
          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  distribution of
          dividends or other  distributions, or to 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,  any holder of Stock may  deposit such
          Stock  under  this  Deposit  Agreement  by  a  delivery   to  the
          Depositary of a certificate  or certificates for the Stock  to be
          deposited, properly endorsed or  accompanied, if required by law,
          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  directing the Depositary to  execute and deliver
          to, or upon the written order of, the person or persons stated in
          such order a  Receipt or  Receipts for the  number of  Depositary
          Shares representing such deposited Stock.

               If required  by the Depositary, Stock  presented for deposit
          at any time, whether or  not the register of stockholders of  the
          company is closed, shall  also be accompanied by an  agreement or
          assignment, or  other instrument satisfactory to  the Depositary,
          which will provide for  the prompt transfer to the  Depositary or
          its  nominee of any dividend or right to subscribe for additional
          Stock or to receive other property which any person in whose name
          the Stock is or has been recorded may thereafter  receive upon or
          in  respect  of such  deposited Stock,  or  in lieu  thereof such
          agreement   of  indemnity   or  other   agreement  as   shall  be
          satisfactory to the Depositary.

               Subject  to  the  terms   and  conditions  of  this  Deposit
          Agreement, Stock  may also  be deposited hereunder  in connection
          with the  delivery of  Receipts to represent  distributions under
          Section  4.02  and  upon  exercise  of  the  rights to  subscribe
          referred to in Section 4.03.

               Upon each  delivery to  the Depositary  of a  certificate or
          certificates for  Stock to be deposited  hereunder, together with
          the  other documents  above specified,  the Depositary  shall, as
          soon  as transfer  and recordation  can be  accomplished, present
          such certificate or certificates to  the Company for transfer and
          recordation in the name of  the Depositary or its nominee of  the
          Stock  being deposited.   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.

                                       4
<PAGE>

               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 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 representing 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 and  at such other offices, if any, as it
          may designate.   Delivery at other  offices shall be at  the risk
          and  expense of the person requesting such delivery.  However, in
          each case, any  such delivery of  a Receipt or  Receipts will  be
          made  only  upon  payment to  the  Depositary  of  all taxes  and
          governmental  charges and  fees payable  in connection  with such
          deposit and the transfer of the deposited Stock.

               SECTION 2.03.   Redemption of Stock.   Whenever the  Company
                               --------------------
          shall elect to redeem shares of Stock for cash pursuant to Clause
          (iii) of the Authorizing Resolution, it shall give the Depositary
          not less than 45 nor more than  90 days' notice of the date fixed
          by the Company for such redemption, the number of shares of Stock
          held by the Depositary to be so redeemed and the redemption price
          for the Stock to be redeemed (which shall include full cumulative
          dividends thereon to the  redemption date).  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, the  Depositary shall  redeem the number  of Depositary
          Shares representing such Stock.  The Depositary shall mail notice
          of such redemption  and the simultaneous redemption of the number
          of Depositary Shares representing the Stock to be redeemed, 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 holders  of
          record on the record date for such redemption determined pursuant
          to Section 4.04 of the Receipts  evidencing the Depositary Shares
          to be so  redeemed, at the addresses of such  holders as the same
          appear on the records  of the Depositary; but neither  failure to
          mail any such  notice, nor any  defect in any  notice, to one  or
          more holders shall affect the  sufficiency of the proceedings for
          redemption as to other holders.  Each such notice shall state the
          record date  for the purposes of such  redemption, the redemption
          date, the number  of Depositary  Shares to be  redeemed, and,  if
          less than all the Depositary Shares evidenced by Receipts held by
          any such holder are to be redeemed, the number of such Depositary
          Shares  held by  such holder  to be  so redeemed;  the redemption
          price, the place or  places where Receipts are to  be surrendered
          for payment  of  the  redemption price;  and  that  dividends  in
          respect     of     the       Stock     represented     by     the

                                       5
<PAGE>
          Depositary Shares  to  be  redeemed will  cease to accrue on  the
          redemption  date.     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 (as nearly
                                                        --------
          as  may  be)   or in any other equitable manner determined by the
          Depositary.

               At  the close  of business  on the  redemption date,  if the
          Company shall have redeemed the  shares of underlying Stock,  the
          Depositary Shares being redeemed from proceeds equal in amount to
          the  redemption  price  of the  shares  of  Stock  so called  for
          redemption  shall be  deemed  no longer  to  be outstanding,  all
          rights  of the  holders  of Receipts  evidencing such  Depositary
          Shares (except the right to receive the redemption  price) shall,
          to the extent of such Depositary Shares, cease and terminate and,
          upon surrender  in accordance  with said  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 one-________ (1/__) (as such
          fraction may from time to time be adjusted, in certain events, so
          as to equal at all times the fraction of  an interest represented
          by one Depositary Share in one share of Stock) of the  redemption
          price per share paid in  respect of the shares of Stock  plus all
          money and  other property, if any,  represented thereby including
          all amounts paid by the Company  in respect of dividends which to
          the redemption date have accrued on the shares  to be so redeemed
          and have not theretofore been paid.

               If less than  all of  the Depositary Shares  evidenced by  a
          Receipt are called for redemption, the Depositary will deliver to
          the  holder  of  such   Receipt,  without  service  charge,  upon
          surrender of  such  Receipt  to  the  Depositary  (with,  if  the
          Depositary  so  requires,  due   endorsement  by,  or  a  written
          instrument of  transfer in form satisfactory  to, the Depositary,
          duly  executed  by  the  holder  thereof  or  his  attorney  duly
          authorized in  writing), 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.  Transfer  of Receipts.  Subject to  the terms
                              ----------------------
          and conditions  of this  Deposit Agreement, the  Depositary shall
          register the transfer on its books from  time to time of Receipts
          upon  any surrender thereof at the Depositary's Office or at such
          other offices as it may designate for such purpose by the  holder
          in person or  by duly authorized  attorney, properly endorsed  or
          accompanied by  a properly  executed instrument of  transfer, and
          duly stamped as may be required by law.  Thereupon the Depositary
          shall execute a new Receipt  or Receipts and deliver the same  to
          or upon the order  of the person entitled thereto  evidencing the
          same  aggregate number of Depositary Shares as those evidenced by
          the Receipt or Receipts surrendered.

                                       6
<PAGE>
               SECTION  2.05.    Combinations and  Split-ups  of  Receipts.
                                 ------------------------------------------
          Subject to  the terms and  conditions of this  Deposit Agreement,
          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, by the holder in person or by duly authorized attorney,
          properly   endorsed  or  accompanied   by  a   properly  executed
          instrument  of  transfer,   together  with  written  instructions
          specifying  the  number  of  Receipts to  be  received  upon such
          split-up or combination, the Depositary shall execute and deliver
          a  new  Receipt  or  Receipts  in  the  authorized  denominations
          requested,  evidencing  the same  aggregate number  of Depositary
          Shares evidenced by the Receipt or Receipts surrendered.

               SECTION  2.06.   Surrender  of  Receipts  and Withdrawal  of
                                -------------------------------------------
          Stock.   Any  holder of  a Receipt  or Receipts  representing any
          ------
          number of whole  shares of Stock  may withdraw the Stock  and all
          money  and  other  property,   if  any,  represented  thereby  by
          surrendering such Receipt or Receipts, at the Depositary's Office
          or at such other offices as the Depositary may designate for such
          withdrawals (unless  the  Depositary Shares  represented  thereby
          shall have been theretofore  called for redemption).  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, represented by the  Receipt or
          Receipts  so  surrendered  for  withdrawal.   If  the  Receipt or
          Receipts delivered by the holder to the Depositary in  connection
          with such withdrawal shall evidence a number of Depositary Shares
          in excess  of the  number of  Depositary Shares  representing the
          number  of  whole  shares  of  Stock  to  be  so  withdrawn,  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  2.04) 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 the
          delivery  of  such certificates,  documents  of  title and  other
          instruments  as the  Depositary may  deem appropriate,  which, if
          required by law,  shall be  properly endorsed  or accompanied  by
          proper instruments of transfer.

               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 Receipt or  Receipts being surrendered
          for withdrawal of Stock, such holder shall execute and deliver to
          the  Depositary  a  written  order (accompanied  by  a  signature
          guarantee)  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 in blank.

                                       7
<PAGE>
               Delivery of the Stock  and the money and other  property, if
          any, represented by 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
          Receipt  and for the account of the holder thereof, 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 Withdrawal of Receipts.   As a condition
          ------------------------------------------------
          precedent  to  the execution  and  delivery, transfer,  split-up,
          combination,  surrender  or   withdrawal  of  any  Receipt,   the
          Depositary or 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  tax  or   other
          governmental charge with respect  thereto (including any such tax
          or  charge with respect  to Stock being  deposited or withdrawn),
          may require the  production of proof 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 may
          establish  consistent   with  the  provisions  of   this  Deposit
          Agreement.

               The  deposit of  Stock may  be refused,  or the  delivery of
          Receipts  against  Stock may  be  suspended  or the  transfer  of
          Receipts may be refused  (a) during any period when  the register
          of  stockholders of  the Company is  closed, or  (b) 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, or, with the approval of the Company, for any
          other  reason.     Without  limitation  of   the  foregoing,  the
          Depositary  shall not  knowingly  accept for  deposit under  this
          Deposit Agreement any shares of  Stock the distribution of  which
          is  required to be registered  under the Securities  Act of 1933,
          unless a registration statement under such Act is in effect as to
          such shares of Stock.

               SECTION  2.08.   Lost Receipts,  Etc.   In case  any Receipt
                                --------------------
          shall be mutilated or destroyed or 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 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 ownership thereof, and  (ii) the
          furnishing  of  the  Depositary with  reasonable  indemnification
          satisfactory  to it, and  payment of any  expense (including fees
          and expenses of the  Depositary notwithstanding the provisions of
          Section 5.08) in connection therewith.
                                       8
<PAGE>
               SECTION 2.09.   Cancellation and Destruction  of Surrendered
                               --------------------------------------------
          Receipts.    All Receipts  surrendered to  the Depositary  or any
          ---------
          Depositary's Agent shall be cancelled by the Depositary.   Except
          as  prohibited by applicable law or regulation, the Depositary is
          authorized to destroy such Receipts so cancelled.

                                     ARTICLE III

                            CERTAIN OBLIGATIONS OF HOLDERS
                             OF RECEIPTS AND THE COMPANY

               SECTION  3.01.    Filing  Proofs,  Certificates   and  Other
                                 ------------------------------------------
          Information.   Any  person presenting  Stock  for deposit  or 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 may  reasonably deem  necessary or
          proper.   The Depositary may  withhold the delivery  or delay the
          transfer, redemption or exchange of any Receipt or the withdrawal
          of the Stock  represented by the  depositary Shares evidenced  by
          any Receipt or the distribution or sale of any dividend or  other
          distribution  or 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.   If any tax  or other governmental  charge shall become
          --------
          payable by  or on  behalf of the  Depositary with respect  to any
          Receipt  evidencing  Depositary Shares  or  with  respect to  the
          Depositary Shares  evidenced by such  Receipt or with  respect to
          the  Stock (or  any fractional  interest therein)  represented by
          such Depositary  Shares, such  tax (including transfer  taxes, if
          any) or governmental  charge shall  be payable by  the holder  of
          such Receipt.  Transfer of any Receipt or any withdrawal of Stock
          and  all  money or  other property,  if  any, represented  by the
          Depositary Shares  evidenced by such Receipt may be refused until
          such payment  is made, and  any dividends or  other distributions
          may  be  withheld, or  any  part or  all  of the  Stock  or other
          property represented  by 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  or
          other  distributions  or the  proceeds of  any  such sale  may be
          applied  to any payment of such tax or other governmental charge,
          the holder of such Receipt remaining liable for any deficiency.

               SECTION  3.03.  Warranties as to Stock.   In the case of the
                               -----------------------
          initial deposit of  the Stock, the  Company and, in  the case  of
          subsequent  deposits thereof,  each  person so  depositing  Stock
                                       9
<PAGE>
          under   this  Deposit  Agreement  shall  be   deemed  thereby  to
          represent and  warrant  that  such  Stock  and  each  certificate
          therefor  are   valid,  that  the  person  making  such  deposit,
          or the  person on whose behalf such deposit is made, has good and
          marketable  title to  such Stock, free and  clear  of  any  liens,
          claims  or  encumbrances, and that the person  making such deposit
          is duly authorized so to do. The Company hereby further represents
          and  warrants  that  the  Stock,   when  issued,  will be  validly
          issued, fully  paid   and nonassessable. Such representations  and
          warranties shall survive the deposit of the Stock and the issuance
          of Receipts.

                                      ARTICLE IV

                          THE DEPOSITED SECURITIES; NOTICES

               SECTION 4.01.  Cash  Distributions.  Whenever the Depositary
                              --------------------
          shall receive  any cash  dividend or  other cash  distribution on
          Stock, the  Depositary shall,  subject to Section  3.02, promptly
          distribute to record holders of Receipts on the record date fixed
          pursuant to  Section 4.04  such amounts  of such  sum 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 does withhold  from any  cash
          dividend  or other cash distribution  in respect of  the Stock an
          amount  on  account  of  taxes, 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 owner
          of Depositary Shares  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 upon
          Stock, the  Depositary shall,  subject to Section  3.02, promptly
          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 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) the  Depositary deems,  after consultation
          with the  Company,  such distribution  not  to be  feasible,  the
                                     10
<PAGE>
          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 Section 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 on
          the record date  fixed pursuant to Section 4.04 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 (a) 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 (b) 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  and 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 Section 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  of the
          securities to which any  rights, preferences or privileges relate
          is  required in order  for holders of  Receipts to be  offered or
          sold  the  securities  to   which  such  rights,  preferences  or
          privileges relate, the Company agrees with the Depositary that it
          will 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,
                                      11
<PAGE>
          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 such 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 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; 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 Stock, or whenever
          the Depositary shall receive  notice of (a) any meeting  at which
          holders of  Stock are  entitled to  vote or  of which  holders of
          Stock are entitled to notice  or (b) any election on the  part of
          the Company to redeem any shares of Stock, the record  date 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  such  dividend,
          distribution,  rights,  preferences  or  privileges  or  the  net
          proceeds of the  sale thereof,  or to give  instructions for  the
          exercise of voting rights  at any such  meeting, or who shall  be
          entitled to  notice of such  meeting, or whose  Depositary Shares
          are to be redeemed.

               SECTION 4.05.  Voting Rights.  Upon receipt of notice of any
                              --------------
          meeting at  which the holders of Stock  are entitled to vote, the
          Depositary shall, as soon as practicable  thereafter, mail to the
          record holders of Receipts  a notice (which shall be  provided by
          the Company)  which  shall contain  (a)  such information  as  is
          contained in such notice of meeting, and (b) a statement that the
          holders  of  Receipts at  the close  of  business on  a specified
          record date determined pursuant to Section 4.04 will be entitled,
          subject  to any applicable provisions of law and of the Company's
          Certificate of Incorporation  or the  Authorizing Resolution,  to
          instruct the Depositary as  to the exercise of the  voting rights
          pertaining to the amount of Stock represented by their respective
          Receipts, and a  brief statement as  to the manner in  which such
          instructions may  be given, including an  express indication that
          instructions  may  be   given  to  the   Depositary  to  give   a
          discretionary  proxy to a person designated by the Company.  Upon
                                      12
<PAGE>
          the written request of a holder of a Receipt on such record date,
          the Depositary shall  endeavor insofar as practicable  to vote or
          cause  to be  voted  the  amount  of  Stock  represented  by  the
          Depositary Shares  evidenced by  such Receipt in  accordance with
          the instructions set forth  in such request.  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.
          The  Depositary   shall  not  vote  to  the  extent  of  the Stock
          represented  by  the  Depositary  Shares evidenced by any Receipts
          except  in  accordance with  written instructions  from  a  holder
          entitled hereunder  to  give  such instructions.

               SECTION 4.06.   Changes  Affecting Deposited  Securities and
                               --------------------------------------------
          Reclassifications, Recapitalizations,  etc.  Upon  any change  in
          -------------------------------------------
          par  or  stated  value,  split-up,  consolidation  or  any  other
          reclassification   of  Stock,   or  upon   any  recapitalization,
          reorganization, merger, amalgamation or consolidation  or sale of
          all or  substantially all of  the Company's assets  affecting the
          Company  or to which  it is a  party, 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, 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  under  this  Deposit  Agreement,  and  Receipts  then
          outstanding  shall  thenceforth   represent  the  new   deposited
          securities so received in  exchange for or upon conversion  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 call  for the  surrender of  all
          outstanding   Receipts   to  be   exchanged   for   new  Receipts
          specifically describing  such new deposited securities.  Anything
          to the contrary herein notwithstanding, holders of Receipts shall
          have the  right from  and after  the effective  date of any  such
          change in  par or stated value, split-up,  consolidation or other
          reclassification  of  the  Stock or  any  such  recapitalization,
          reorganization,  merger, amalgamation or consolidation or sale of
          substantially  all of the assets of the Company to surrender such
          Receipts to the Depositary with instructions to convert, exchange
          or surrender the Stock  represented thereby only into or  for, as
          the case may be, the kind and amount of shares of stock and other
          securities and property and cash into which the Stock represented
          by  such Receipts  might have  been converted  or for  which such
          Stock might have been  exchanged or surrendered immediately prior
          to the effective  date of  such transaction.   The Company  shall
          cause  effective  provision  to  be  made  by  the  resulting  or
          surviving corporation (if other  than the Company) for protection
          of the conversion  rights of holders  of Stock or such  rights as
          may be  applicable upon  exchange of such  Stock for  securities,
          cash or other property of the surviving corporation in connection
          with the transactions set  forth above.  The Company  shall cause
          any  such  surviving  corporation  (if other  than  the  Company)
          expressly to assume the obligations of the Company hereunder.

              SECTION 4.07.  Reports.  The Depositary shall make available
                              --------
          for inspection by holders of Receipts at the Depositary's Office,
          and   at   such   other  places  as  it  may  from time  to  time
          deem advisable,  any  reports  and communications  received  from
          the   Company    which   are    both    (a)   received   by   the
          Depositary  as  the  holder  of  Stock  and  (b)  made  generally
          available to  the holders of Stock by the Company.
                                     13
<PAGE>

               SECTION  4.08.   Lists  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  Depositary Shares  by all persons  in
          whose  names  Receipts  are  registered   on  the  books  of  the
          Depositary.
                                      ARTICLE V

                            THE DEPOSITARY AND THE COMPANY

               SECTION 5.01.   Maintenance  of Offices,  Agencies, Transfer
                               --------------------------------------------
          Books by the  Depositary; Registrar.   Until termination of  this
          ------------------------------------
          Deposit Agreement  in accordance  with its terms,  the Depositary
          shall maintain in [______________________________], an  office or
          agency for  the execution  and delivery, transfer,  surrender and
          exchange, split-up,  combination and  redemption of  Receipts and
          deposit  and withdrawal of Stock  and for any  other purposes for
          which such an office or agency is required under the rules of any
          national securities  exchange on which the  Depositary Shares are
          listed.

               The  Depositary   shall  maintain,  or  cause   one  of  the
          Depositary's Agents to maintain,  appropriate records which shall
          reflect  registrations,  registrations  of transfers,  exchanges,
          split-ups  and combinations  of Receipts.   The  Depositary shall
          make   available    at   its    said   office   or    agency   in
          [______________________________]  for inspection by any holder of
          a Receipt  in the  same manner  and for  the  same purposes  that
          holders of Stock  are entitled to inspect the list  of holders of
          Stock  of  the  Company, a  list  of  holders  of  record of  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, the Depositary  may, with
          the  approval of the Company, appoint a Registrar for registry of
          such  Receipts  or  Depositary  Shares  in  accordance  with  any
          requirements  of such Exchange.  Such Registrar (which may be the
                                      14
<PAGE>
          Depositary if  so permitted by the requirements of such Exchange)
          may  be  removed and  a  substitute  registrar appointed  by  the
          Depositary  upon the request or with the approval of the Company.
          If  the  Receipts or  such Depositary  Shares  or such  Stock are
          listed on one or more other stock exchanges, the Depositary will,
          at  the request of the  Company, arrange such  facilities for the
          delivery, transfer, surrender and exchange of such Receipts, such
          Depositary Shares  or such  Stock as  may be  required by  law or
          applicable stock exchange regulations.

               SECTION 5.02.   Prevention  or Delay  in Performance  by the
                               --------------------------------------------
          Depositary, the Depositary's Agents or the  Company.  Neither the
          ----------------------------------------------------
          Depositary  nor any  Depositary's  Agents 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 the
          Depositary's  Agent,  by  reason  of any  provision,  present  or
          future,  of the  Company's  Certificate of  Incorporation or  the
          Authorizing Resolution 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 any Receipt  by
          reason of  any non-performance 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
          by  reason  of  any exercise  of,  or  failure  to exercise,  any
          discretion provided for in this Deposit Agreement.

               SECTION   5.03.     Obligations  of   the   Depositary,  the
                                   ----------------------------------------
          Depositary's  Agents  and  the  Company.    The  Depositary,  any
          ----------------------------------------
          Depositary's Agent and the Company each assumes no obligation and
          shall  be subject to no liability under this Deposit Agreement or
          any  Receipt,   other  than  to   perform  such  duties   as  are
          specifically set forth for it to perform and undertaken by  it to
          perform in this Deposit Agreement.

               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 Stock,
          Depositary Shares or 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.

               The Depositary undertakes the duties and obligations imposed
          by this Agreement upon the following terms and conditions, by all
          of which the  Company and  the holders of  Depositary Shares,  by
          their acceptance thereof, shall be bound:
                                      15
<PAGE>
                    (a)  the Depositary  may consult with counsel  (who may
               be  counsel for the Company) and the opinion of such counsel
               shall be  full and complete authorization  and protection to
               the Depositary as  to any action taken, suffered  or omitted
               by it in  good faith  and in accordance  with such  opinion;
               provided, however, that the  Depositary shall have exercised
               reasonable care in the selection of such counsel;

                    (b)  whenever  in the  performance of its  duties under
               this  Agreement the  Depositary shall  deem it  necessary or
               desirable  that   any    fact  or   matter   be   proved  or
               established by  the Company  prior  to taking  or  suffering
               any  action  hereunder,  such fact  or matter  (unless other
               evidence in respect thereof be herein specifically prescribed)
               may be deemed to be  conclusively  proved and established by
               a certificate signed by  the  Chairman  of  the Board  or  a
               President  or a  Vice  President  or  the Secretary  of  the
               Company   and  delivered   to  the   Depositary;   and  such
               certification shall be full authorization to  the Depositary
               for any action taken or suffered  in good  faith by it under
               the  provisions  of this  Agreement  in  reliance upon  such
               certificate;

                    (c)  the Depositary shall be liable  hereunder only for
               its own negligence, bad faith or wilful misconduct;

                    (d)  the  Depositary  shall not  be  liable  for or  by
               reason  of  any  of  the  statements  of  fact  or  recitals
               contained in this Agreement  or in the Depositary  Shares or
               be  required to verify the same, but all such statements and
               recitals are  and shall be  deemed to have been  made by the
               Company only;

                    (e)  the   Depositary   shall   not   be    under   any
               responsibility in respect of  the validity of this Agreement
               or  the  execution  and  delivery  hereof  (except  the  due
               execution  hereof  by  the  Depositary);  nor  shall  it  be
               responsible for any breach by the Company of any covenant or
               condition contained  in this Agreement or  in any Depositary
               Share; nor shall  it by any act hereunder be  deemed to make
               any representation  or warranty  as to the  authorization or
               reservation  of any  shares  of Common  Stock  to be  issued
               pursuant to this Agreement or any Depositary Shares or as to
               whether  any shares  of Common Stock  will, when  issued, be
               validly issued, fully paid and non-assessable;

                    (f)  the Depositary is  hereby authorized and  directed
               to accept  instructions with  respect to the  performance of
               its duties hereunder  from the  Chairman of the  Board or  a
               President or  a  Vice  President or  the  Secretary  of  the
               Company,  and  to  apply  to  such  officers  for  advice or
               instructions in connection with its duties, and it shall not
               be liable for any action taken, suffered or omitted by it in
               good  faith  in accordance  with  instructions  of any  such
               officer;
                                      16
<PAGE>
                    (g)  the Depositary may execute and exercise any of the
               rights or powers  hereby vested  in it or  perform any  duty
               hereunder  either itself or  by or through  its attorneys or
                agents,  and  the  Depositary  shall not  be  answerable  or
               accountable for  any act, default, neglect  or misconduct of
               any such attorneys or agents or for any loss to the  Company
               resulting  from  such   neglect  or  misconduct;   provided,
                                                                  ---------
               however, that  reasonable  care  shall  have  been exercised
               --------
               in   the   selection  and    continued  employment  of  such
               attorneys and agents; and

                    (h)  the Depositary  will not  incur  any liability  or
               responsibility  to the  Company  or  to  any holder  of  any
               Depositary  Share for  any action  taken, or any  failure to
               take action, in reliance  on any notice, resolution, waiver,
               consent,  order, certificate,  or other  paper, document  or
               instrument  reasonably  believed  by  the  Depositary  to be
               genuine  and to have been  signed, sent or  presented by the
               proper party or parties.

               The Depositary will indemnify  the Company against, and hold
          it  harmless  from, any  liability which  may  arise out  of acts
          performed or omitted by the Depositary due to its own negligence,
          bad faith or wilful misconduct.

               The Depositary and the Depositary's Agents 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  or
          registrar  of  any  of the  securities  of  the  Company and  its
          affiliates,  may loan money to the Company and its affiliates and
          may engage in any other business with or for 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 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
          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 at  any time the  Depositary acting hereunder  shall
          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
                                     17
<PAGE>

          $50,000,000.    If  no   successor  depositary  shall  have  been
          appointed  and  accepted appointment  within  60  days after  the
          delivery of the notice of resignation or removal, as the case may
          be, the  Depositary or any  holder of  any Receipt (on  behalf of
          himself and all other holders of Receipts) may petition any court
          of  competent jurisdiction  for  the appointment  of a  successor
          depositary, and  such  court  may  thereupon,  after  such notice
          (if  any)  as  it  may   deem   proper,  appoint  such  successor
          depositary.       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 money or property
          held  hereunder  to  such  successor,  and  shall  deliver to such
          successor a list of the record holders of all outstanding Receipts.
          Thereupon,  the predecessor Depositary  shall  be  relieved of all
          obligations  and  duties  under  this  Deposit  Agreement  and the
          Receipts  and  shall incur no liability in respect of action taken
          or  omitted to be taken on any  date subsequent  to  the  date  of
          such  instrument.  Any successor  depositary  shall  promptly mail
          notice  of   its appointment to the record holders of Receipts.

               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.

               SECTION 5.05.  Corporate  Notices and Reports.   The Company
                              -------------------------------
          agrees that it will deliver to the Depositary, and the Depositary
          will,  promptly after  receipt  thereof, transmit  to the  record
          holders of Receipts, in each case at  the address recorded in the
          Depositary's books, copies of all notices and reports (including,
          without limitation, financial statements) required by law, by the
          rules of  any national securities exchange upon  which the Stock,
          the  Depositary Shares  or  the Receipts  are  listed or  by  the
          Company's  Certificate  of  Incorporation  and   the  Authorizing
          Resolution  to be furnished by  the Company to  holders of Stock.
          Such transmission  will  be  at  the Company's  expense  and  the
          Company will provide the Depositary with such number of copies of
          such  documents as  the Depositary  may reasonably  request.   In
          addition, the Depositary will transmit to the holders of Receipts
          (at  the Company's  expense)  such  other  documents  as  may  be
          requested by the Company.

               SECTION 5.06.  Deposit of Stock by the Company.  The Company
                              --------------------------------
          agrees with  the  Depositary that  neither  the Company  nor  any
          company  controlled by the Company  will at any  time deposit any
          Stock,  if  such Stock  is required  to  be registered  under the
          provisions of  the  Securities Act  of 1933  and no  registration
          statement is at such time in effect as to such Stock.

               SECTION 5.07.  Indemnification by  the Company.  The Company
                              --------------------------------
          agrees to indemnify the Depositary against,  and hold it harmless
          from, (i) any liability  which may arise out of acts performed or
          omitted  in  connection  with   this  Deposit  Agreement  or  the
          Receipts,   as    the   same   may   be   amended,   modified  or
                                        18
<PAGE>
          supplemented from time to  time, (a) by  the Depositary, except to
          the extent such liability  results  from its  own negligence,  bad
          faith or willful misconduct,  or (b) by the  Company or any of its
          agents, or  (ii)  any liability  or  expense which  may arise  out
          of or in connection with the registration of Stock or the offer or
          sale  to  the  public of  the Stock or  the offer  or sale  of the
          Receipts except to the extent that such liability or expense arises
          out of information furnished by  the Depositary, Registrar  or any
          of their respective agents (including any Depositary's Agent).

               SECTION  5.08.    Charges  and  Expenses.   No  charges  and
                                 -----------------------
          expenses of  the Depositary or any  Depositary's Agent hereunder,
          or those of any  Registrar, shall be payable by  any person other
          than  the Company  except for  any taxes  and other  governmental
          charges, any fees and expenses of  the Depositary as set forth in
          Section  2.08 and as set  forth in the  next succeeding sentence.
          If,  at the  election  of a  holder  of  Stock or  Receipts,  any
          delivery  or communication from the  Depositary to such holder is
          by  telegram  or telex  or if  the  Depositary incurs  charges or
          expenses  for which it is  not otherwise liable  hereunder at the
          election  of such  holder, such  holder will  be liable  for such
          charges  and expenses.   All  other charges  and expenses  of the
          Depositary  and  any  Depositary's  Agent hereunder  and  of  any
          Registrar (including, in each case, fees and expenses of counsel)
          incident  to the  performance  of  their  respective  obligations
          hereunder will  be paid  upon 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
          month.

                                      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.  Upon the execution of  any such agreement to so amend
          this  Deposit  Agreement, except  as  hereinafter  provided, such
          amendment  shall become effective and  shall form a  part of this
                                      19
<PAGE>
          Deposit  Agreement for  all  purposes.   Any amendment,  however,
          which  shall impose or increase any fees, taxes or charges (other
          than  fees and charges provided  for herein) upon  the holders of
          the Receipts, or which  shall otherwise prejudice any substantial
          existing right of holders of Receipts, shall not become effective
          as  to outstanding Receipts until the expiration of 90 days after
          notice of such  amendment shall  have been mailed  to the  record
          holders of outstanding Receipts.  Every holder of  an outstanding
          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.   In no event  shall any amendment
          impair the right, subject  to the provisions of Section  2.06 and
          Article III hereof  or of Paragraphs 9 and 10  of any Receipt, of
          any  owner of  any  Depositary Shares  to  surrender the  Receipt
          evidencing  such  Depositary  Shares  with  instructions  to  the
          Depositary to deliver  to the holder the Stock  and all money and
          other property, if  any, represented thereby, except in  order to
          comply with mandatory provisions of applicable law.

               SECTION  6.02.  Termination.   Whenever  so directed  by the
                               ------------
          Company, the Depositary will  terminate this Deposit Agreement by
          mailing notice of such  termination to the record holders  of all
          Receipts  then outstanding  at least  60 days  prior to  the date
          fixed  in such notice for  such termination.   The Depositary may
          likewise  terminate this Deposit Agreement if at any time 60 days
          shall have expired  after the Depositary shall have  delivered to
          the Company  a written  notice of its  election to  resign and  a
          successor depositary  shall not have been  appointed and accepted
          its  appointment  as  provided  in   Section  5.04.    Upon   the
          termination of this Deposit Agreement pursuant to this paragraph,
          the  holders of  Receipts  shall  have  the  immediate  right  to
          surrender  Receipts  and  receive  therefor the  Stock  or  other
          property to which such holders are entitled.

               If any Receipts  shall remain outstanding after the  date of
          termination of  the Deposit Agreement, the  Depositary thereafter
          shall  discontinue the  transfer of  Receipts, shall  suspend the
          distribution of dividends to the  holders thereof, and shall  not
          give any further notices (other than notice of such  termination)
          or perform  any further acts under this Deposit Agreement, except
          that the Depositary shall continue to collect dividends and other
          distributions pertaining to the  Stock or if applicable principal
          of  and interest  on  and other  distributions pertaining  to the
          Debentures,  shall  sell  rights,  preferences  or  privileges as
          provided in this  Deposit Agreement and shall continue to deliver
          the  Stock  and  any  money  and  other  property  represented by
          Receipts,  including, if  applicable,  the Debentures  and  other
          property  deliverable  upon  surrender  thereof  by  the  holders
          thereof.  At any time after the expiration of two  years from the
          date of termination,  the Depositary  may sell the  Stock or,  if
          applicable,  the Debentures,  then  held hereunder  at public  or
          private  sale, at such place or places  and upon such terms as it
                                      20
<PAGE>
          deems proper and may thereafter hold the net proceeds of any such
          sale, together with any money and  other property then held by it
          hereunder, without  liability for interest, for  the benefit, pro
          rata  in accordance  with  their  holdings,  of  the  holders  of
          Receipts  which have  not  theretofore been  surrendered.   After
          making such sale,  the Depositary  shall be  discharged from  all
          obligations under  this Deposit Agreement, except  to account for
          such  net  proceeds  and money  and  other  property.   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,  any  Depositary's  Agent  and  any  Registrar  under
          Sections 5.07 and 5.08.

                                     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.  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 7.02.  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 Depositary Receipts  shall be
          in  writing  and shall  be  deemed  to have  been  duly given  if
          personally  delivered  or  sent  by  mail  or  telegram  or telex
          confirmed by letter, addressed  to the Company at One  AMD Place,
          Sunnyvale, California 94088-3453, Attention: Treasurer, or at any
          other  place  to  which  the  Company may  have  transferred  its
          principal executive office.
                                      21
<PAGE>
               Any  and all notices to be given to the Depositary hereunder
          or under the Depositary Receipts shall be in writing and shall be
          deemed to have been duly given if personally delivered or sent by
          mail  or by telegram or  telex confirmed by  letter, addressed to
          the Depositary at the Depositary's Office.

               Any and  all notices to be  given to any record  holder of a
          Receipt hereunder  or under the  Depositary Receipts shall  be in
          writing and shall be deemed to have been duly given if personally
          delivered  or sent by  mail or by telegram  or telex 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.

               Delivery of a notice  sent by mail  or by telegram or  telex
          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 telegram or telex message) is deposited, postage prepaid, in
          a  post office letter  box.  The  Depositary or  the Company may,
          however,  act upon any telegram  or telex message  received by it
          from the other or  from any holder of a  Receipt, notwithstanding
          that such  telegram or  telex message  shall not  subsequently be
          confirmed by letter or as aforesaid.

               SECTION 7.05.  Depositary's Agents.  The Depositary may from
                              --------------------
          time  to time 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 in advance of any such action
          and shall not  take any such  action of which  the Company  shall
          disapprove.

               SECTION 7.06.  Holders of Receipts Are Parties.  The holders
                              --------------------------------
          of Receipts  from time to time  shall be deemed to  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.  The 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 [____________________].


               SECTION  7.08.   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 part of this Deposit Agreement
          or to have any bearing upon the meaning  or interpretation of any
          provision contained herein or in the Receipts.
                                         22

<PAGE>
               IN  WITNESS  WHEREOF,  ADVANCED   MICRO  DEVICES,  INC.  and
          ___________________________________________  have  duly  executed
          this  Agreement  and   affixed   their  respective  seals  hereto
          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.

          [Seal]                        ADVANCED MICRO DEVICES, INC.

          Attest:


          ____________________   By: __________________________________________
          Assistant Secretary        Marvin D. Burkett
                                     Senior Vice President
                                     Chief Administrative Officer and Secretary
                                     Chief Financial Officer and Treasurer


          [Seal]                        _____________________________


          Attest:


          ___________________________   By: _________________________


                                      23
<PAGE>
                                                                  EXHIBIT A
                                                                  ---------
                                  DEPOSITARY RECEIPT
                                         FOR
                                     DEPOSITARY
                                        SHARES
                     EACH REPRESENTING ONE-_____ (1/__) SHARE OF
                             PREFERRED STOCK, SERIES ___
                              ($.10 par value per share)

                                          OF

                             ADVANCED MICRO DEVICES, INC.
                (Incorporated under the Laws of the State of Delaware)

          No. ___________     Depositary Shares (each representing
                              one-_____ (1/__) share of Preferred Stock,
                              Series __ ($.10 par value per share)

               1. _________________________________________________________
          _________________________________________________________________
          _____________________________________________________________, as
          Depositary  (the "Depositary"), hereby certifies that ___________
          ___________________ is the  registered owner of _________________
          ___________________ Depositary Shares ("Depositary Shares"), each
          Depositary  Share representing one-_____ (1/__) (as such fraction
          may  from time  to  time  be adjusted  in  the  event of  certain
          amendments to the Certificate of  Incorporation) of one share  of
          the  Preferred Stock, Series __  ($.10 par value  per share) (the
          "Stock"),  of ADVANCED  MICRO DEVICES,  INC., a  corporation duly
          organized  and existing under the  laws of the  State of Delaware
          (the "Company") deposited with, and held by, the Depositary.  The
          rights, preferences and limitations of the Stock are set forth in
          the resolution adopted  by the Company's Board of  Directors (the
          "Authorizing Resolution"),  copies of  which are  on file at  the
          Depositary's    Office    at   ___________________    ________
          ____________________.

               2.   The  Deposit  Agreement.     Depositary  Receipts  (the
                    ------------------------
          "Receipts"), of  which this  Receipt is  one, are  made available
          upon the terms and conditions set forth in the Deposit Agreement,
          dated as of _____ __   19__ (the "Deposit Agreement"), among  the
          Company,  the Depositary  and all  holders from  time to  time of
          Receipts.  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  in respect
          of the  Stock deposited and any  and all other  property and cash
          from time to time  held 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
          shall  have   the  meanings  ascribed  thereto   in  the  Deposit
          Agreement.
                                      A-1
<PAGE>
               3.   Redemption  at  the  Company's Option.    Whenever  the
                    --------------------------------------
          Company shall elect  to redeem  shares of Stock  pursuant to  the
          Authorizing  Resolution, it  shall give  the Depositary  not less
          than 45 nor  more than 90 days'  notice of the date  fixed by the
          Company for such redemption,  the number of shares of  Stock held
          by the Depositary to be redeemed and the redemption price for the
          Stock  to be  so redeemed  (which shall  include  full cumulative
          dividends thereon to the redemption  date).  The Depositary shall
          mail notice of such redemption and the simultaneous redemption of
          a corresponding number of Depositary Shares from the proceeds  of
          such redemption  of Stock not less  than 30 and not  more than 60
          days  prior to the  date fixed for  redemption of such  Stock and
          Depositary Shares to the holders of record on the record date for
          such redemption (determined as provided in Paragraph 17 below) of
          the Depositary Shares to be  so redeemed.  In case less  than all
          the  outstanding Depositary  Shares are  to be  so  redeemed, the
          Depositary Shares  to be so redeemed shall  be selected by lot or
          pro rata (as nearly as  may be) or in any other  equitable manner
          selected  by the  Depositary.   At the  close of business  on the
          redemption date, if the Company shall have redeemed the shares of
          underlying  Stock,  the  Depositary  Shares  being redeemed  from
          proceeds equal in amount to the redemption price of the shares of
          Stock as called for  redemption shall be  deemed to be no  longer
          outstanding, all  rights of  holders of Receipts  evidencing such
          Depositary  Shares (except  the right  to receive  the redemption
          price)  shall, to the extent of such Depositary Shares, cease and
          terminate  and upon surrender  in accordance with  said notice of
          the Receipts evidencing 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 the
          redemption  price therefor  specified  in said  notice, plus  all
          money and other property, if any, represented by  such Depositary
          Shares, including all amounts  paid by the Company in  respect of
          dividends which to the redemption date have accrued on the shares
          to be  so redeemed and have  not theretofore been paid.   If less
          than all of the  Depositary Shares evidenced by this  Receipt are
          called for redemption, the Depositary will deliver to the  record
          holder  of  this  Receipt,   without  service  charge,  upon  its
          surrender to the Depositary (with, if the Depositary so requires,
          due  endorsement by or a  written instrument of  transfer in form
          satisfactory  to  the Depositary,  duly  executed  by the  holder
          thereof  or his  attorney duly  authorized in  writing), together
          with  the  redemption  payment,  a  new  Receipt  evidencing  the
          Depositary Shares evidenced by such  prior Receipt and not called
          for redemption.

               4.   Surrender of  Receipts and  Withdrawal of Stock.   Upon
                    ------------------------------------------------
          surrender of this  Receipt to the Depositary  at the Depositary's
          Office, or at such other offices as it may designate, and subject
          to the provisions of the Deposit Agreement (unless the Depositary
          Shares  evidenced   hereby  have  been   theretofore  called  for
          redemption), the holder  hereof is entitled  to withdraw, and  to
          obtain delivery,  to or  upon the order  of such  holder, of  the
                                      A-2
<PAGE>
          Stock and   all  money  and  other  property,  if  any,   at  the
          time represented thereby;  provided, however,  that in the  event
                                     ------------------
          this  Receipt  shall  evidence  a  number  of  Depositary  Shares
          in  excess  of  the number  of Depositary Shares representing the
          number  of  whole  shares  of  Stock  to  be  so  withdrawn,  the
          Depositary  shall, in addition  to such number of  whole shares of
          Stock  and  the  money  and  other  property,  if  any,  to be  so
          withdrawn, deliver, to or upon  the order  of such  holder,  a new
          Receipt evidencing such excess number of Depositary Shares.

               5.   Transfers,  Split-ups, 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 sign  and deliver a  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 combined with other Receipts into one Receipt, evidencing  the
          same aggregate number of  Depositary Shares and evidenced by  the
          Receipt or Receipts surrendered.

               6.   Conditions to Signing and Delivery, Transfer, etc.,  of
                    -------------------------------------------------------
          Receipts.   Prior to the execution and delivery, transfer, split-
          ---------
          up,  combination,  surrender,  withdrawal  or  exchange  of  this
          Receipt, the  Depositary, or 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 tax
          or other governmental charge  with respect thereto (including any
          such  tax  or charge  with respect  to  Stock being  deposited or
          withdrawn,   converted   or   exchanged),   may   require   proof
          satisfactory  to it  as to  the identity  and genuineness  of any
          signature and may also  require compliance with such regulations,
          if  any, as it may  establish pursuant to  the Deposit Agreement.
          Any  person presenting Stock for  deposit, or any  holder of this
          Receipt, may be required to file such information, and to execute
          such  certificates,   as  the  Depositary  or   the  Company  may
          reasonably deem necessary or proper.

               7.   Suspension of Delivery, Transfer,  etc.  The deposit of
                    ---------------------------------------
          Stock,  the delivery of this Receipt against Stock, the transfer,
          surrender or exchange of this Receipt may be refused or suspended
          (a)  during any period when  the register of  stockholders of the
          Company is closed, or (b) 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 the Deposit  Agreement or,
          with the approval of the Company, for any other reason.

                                      A-3
<PAGE>
              8.   Payment of Taxes or Other Governmental Charges.  If any
                   -----------------------------------------------
          tax  or other governmental charge  shall become payable  by or on
          behalf of the  Depositary with  respect to this  Receipt or  with
          respect to the Depositary Shares evidenced hereby or with respect
          to the Stock (or any fractional  interest therein) represented by
          such Depositary  Shares, such  tax (including transfer  taxes, if
          any)  or  governmental charge  shall  be  payable  by the  holder
          hereof. Transfer of this  Receipt or any withdrawal of  the Stock
          and  all money  and other  property, if  any, represented  by the
          Depositary Shares evidenced by this Receipt may  be refused until
          such payment is  made, and any  dividends or other  distributions
          may  be withheld,  or  any part  or  all of  the  Stock or  other
          property represented  by the Depositary Shares  evidenced by this
          Receipt and not theretofore sold  may be sold for the  account of
          the  holder hereof, and such dividends  or other distributions or
          the proceeds  of any such sale  may be applied to  any payment of
          such tax or other governmental charge, the holder of this Receipt
          remaining liable for any deficiency.

               9.   Warranties by Depositor.   In the  case of the  initial
                    ------------------------
          deposit  of Stock,  the Company  and, in  the case  of subsequent
          deposits  thereof,  each person  so  depositing  Stock under  the
          Deposit  Agreement  shall  be  deemed thereby  to  represent  and
          warrant that such Stock and each certificate therefor  are valid,
          that  the  person making  such deposit,  or  the person  on whose
          behalf such deposit  is made,  has good and  marketable title  to
          such  Stock, free and clear of any liens, claims or encumbrances,
          and that the person making such deposit is  duly authorized so to
          do.

               10.  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.   Any
          amendment, however, which imposes or increases any fees, taxes or
          charges (other than fees,  taxes and charges provided for  in the
          Deposit  Agreement) upon the  holders of  the Receipts,  or which
          shall  otherwise  prejudice  any  substantial  existing  right of
          holders of Receipts, shall not become effective as to outstanding
          Receipts until the  expiration of  90 days after  notice of  such
          amendment  shall  have  been  given  to  the  record  holders  of
          outstanding Receipts.  The holder of this Receipt at the time any
          such  amendment   so  becomes  effective  shall   be  deemed,  by
          continuing to hold  this Receipt,  to consent and  agree to  such
          amendment and to  be bound  by the Deposit  Agreement as  amended
          thereby.    In no  event shall  any  amendment impair  the right,
          subject  to the  provisions of Paragraphs  7 and 8  hereof and of
          Section 2.06 and  Article III  of the Deposit  Agreement, of  the
          owner  of the  Depositary  Shares evidenced  by  this Receipt  to
          surrender  this Receipt  with instructions  to the  Depositary to
          convert such shares into Common Stock or to deliver to the holder
          the Stock and all  money and other property, if  any, represented
                                    A-4
<PAGE>
          thereby,  except in order to  comply with mandatory provisions of
          applicable law.

               11.  Charges of Depositary.  No  charges and expenses of the
                    ----------------------
          Depositary or any Depositary's Agent under the Deposit Agreement,
          or those of any Registrar,  shall be payable by any person  other
          than the  Company, except  for any taxes  and other  governmental
          charges,  any fees and expenses of the Depositary as set forth in
          Section 2.08 and as set forth  in the next succeeding sentence.
          If,  at the  election  of  a holder  of  Stock  or Receipts,  any
          delivery or  communication from the Depositary to  such holder is
          by  telegram  or telex  or if  the  Depositary incurs  charges or
          expenses  for which it is  not otherwise liable  hereunder at the
          election  of such  holder, such  holder will  be liable  for such
          charges  and expenses.   All  other charges  and expenses  of the
          Depositary  and  any  Depositary's  Agent hereunder  and  of  any
          Registrar (including, in each case, fees and expenses of counsel)
          incident  to  the  performance of  their  respective  obligations
          hereunder will  be paid  upon consultation and  agreement between
          the Depositary  and the  Company as to  the amount and  nature of
          such charges and expenses.

               12.  Title  to Receipts.  It is a condition of this Receipt,
                    -------------------
          and  every successive holder thereof by  accepting or holding the
          same consents  and agrees, that title to this Receipt (and to 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 this Receipt
                                 ------------------
          shall be transferred on  the books of the Depositary  as provided
          in Section  2.04 of the  Deposit Agreement, the  Depositary, each
          Depositary's  Agent  and  the Company  may,  notwithstanding  any
          notice  to the contrary, treat  the record holder  hereof at such
          time  as the absolute owner hereof for the purpose of determining
          the  person  entitled  to  distribution  of  dividends  or  other
          distributions  or  to any  notice  provided  for in  the  Deposit
          Agreement and for all other purposes.

               13.  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, promptly make such distribution to the holders
          of Receipts  as  nearly  as  practicable  in  proportion  to  the
          respective numbers of Depositary Shares evidenced by the Receipts
          held  by  such  holders;   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.
          Other distributions received on  the Stock may be distributed  to
          such holders of Receipts as provided in the Deposit Agreement.
                                      A-5
<PAGE>
               14.  Subscription Rights, Preferences or Privileges.  If the
                    -----------------------------------------------
          Company  shall at  any time  offer to the  record holders  of the
          Stock  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,  subject  to  the
          provisions   of  the   Deposit   Agreement,  be   made  available
          by     the     Depositary    to    the    record    holders    of
          Receipts   on     the    record    date  fixed  as  determined in
          Paragraph   15   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 (a) 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 (b)
          if and to the extent so instructed by holders of  Receipts who do
          not desire  to exercise  such rights, preferences  or privileges,
          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 the provisions of
          Paragraph  8 hereof,  be  distributed by  the  Depositary to  the
          record  holders of Receipts  entitled hereto as in  the case of a
          distribution received in cash.

               If any  other action  (including the registration  under the
          Securities Act of  1933 of  the securities to  which any  rights,
          preferences  or   privileges  relate)  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  will use  its best  efforts and  take all
          steps available to it to obtain such registration, authorization,
          consent or  permit sufficiently in  advance of the  expiration of
          such  rights,  preferences or  privileges  to  enable holders  of
          Receipts 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  or   until  the  relevant
          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 such Act.
                                      A-6
<PAGE>
               15.  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 the
          Stock, or whenever the Depositary shall receive notice of (a) any
          meeting at  which holders  of Stock are  entitled to  vote or  of
          which holders of Stock are entitled to notice or (b) any election
          on  the part of  the Company to  redeem any shares  of Stock, 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  such  dividend,  distribution,    rights,
          preferences  or  privileges  or  the  net  proceeds of the  sale
          thereof,  or to give  instructions  for  the exercise  of voting
          rights  at such  meeting,  or who  shall  be entitled to  notice
          of such meeting, or whose  Depositary Shares are to be redeemed.

               16.  Voting  Rights.  Upon receipt of  notice of any meeting
                    ---------------
          at  which  the  holders  of  Stock  are  entitled  to  vote,  the
          Depositary  shall, as  soon as  practicable, mail  to  the record
          holders  of  Receipts  a  notice which  shall  contain  (a)  such
          information  as is contained in such notice of meeting, and (b) a
          statement that the holders  of Receipts at the close  of business
          on a specified record date determined as provided in Paragraph 15
          will be entitled, subject to any applicable provisions of law and
          of the Company's Certificate  of Incorporation or the Authorizing
          Resolution,  to instruct the Depositary as to the exercise of the
          voting  rights pertaining to  the amount of  Stock represented by
          the Depositary Shares evidenced by their respective Receipts, 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
          such  record  date,  the  Depositary shall  endeavor  insofar  as
          practicable  to vote  or cause  to be voted  the amount  of Stock
          represented by the Depositary Shares evidenced by 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 to the extent of
          the Stock represented  by the Depositary Shares evidenced by such
          Receipt.

               17.  Changes  Affecting  Deposited  Securities.    Upon  any
                    ------------------------------------------
          change  in par  or stated  value, split-up, consolidation  or any
          other    reclassification   of    the   Stock,   or    upon   any
          recapitalization,   reorganization,   merger,   amalgamation   or
          consolidation  or  sale  of  all  or  substantially  all  of  the
          Company's assets affecting the Company or to which it is a party,
          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, treat any
          securities which shall be received by the Depositary in  exchange
          for or in respect  of the Stock as new deposited securities under
                                      A-7
<PAGE>
          the  Deposit  Agreement,  and  Receipts  then  outstanding  shall
          thenceforth represent the new deposited securities so received in
          exchange for  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.

               18.  Reports;  Inspection of Transfer Books.  The Depositary
                    ---------------------------------------
          shall make available for inspection by holders of Receipts at the
          Depositary's Office and at such other places as it may  from time
          to time  deem advisable  any reports and  communications received
          from the Company which are both (a) received by the Depositary as
          the  holder  of Stock  and (b)  made  generally available  to the
          holders of Stock by the Company.   The Depositary shall also send
          to record holders of Receipts copies of such notices, reports and
          other financial statements to the  extent provided in the Deposit
          Agreement when furnished  by the Company.   The Depositary  shall
          maintain, or  cause one of  the Depositary's Agents,  to maintain
          appropriate   records   which   shall    reflect   registrations,
          registrations  of  transfers,   split-ups  and  combinations   of
          Receipts.  The Depositary  shall make available at its  office or
          agency in [                  ] for inspection by any  holder of a
          Receipt in the same manner and for the same purposes that holders
          of Stock are entitled to inspect  the list of holders of Stock of
          the Company, a list of holders of record of the Receipts.

               19.  Liability  of the  Depositary, the  Depositary's Agents
                    -------------------------------------------------------
          and  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 of any governmental authority or, in the
          case  of the Depositary or  the Depositary's Agent,  by reason of
          any provision, present or future, of the Company's Certificate of
          Incorporation or the  Authorizing Resolution 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 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 any  non-performance or delay,
          caused as aforesaid, in the performance of any act or thing which
          the terms  of the Deposit Agreement provide  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.

               20.  Obligations  of the Depositary, the Depositary's Agents
                    -------------------------------------------------------
          and  the Company.  The Depositary, any Depositary's Agent and the
          -----------------
          Company each assumes  no obligation  and shall be  subject to  no
                                      A-8
<PAGE>

          liability under  the Deposit Agreement or any  Receipt, except to
          perform  such  duties  as  are  specifically  set  forth  in  and
          undertaken by it to perform in the Deposit Agreement.

               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 Stock,
          Depositary Shares  or 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  will be liable for any action taken, suffered or omitted
          by it in  reliance upon the advice  of or information  from legal
          counsel, accountants,  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  advice or information.
          The Company  will indemnify the  Depositary against, and  hold it
          harmless  from, (i)  any liability  which may  arise out  of acts
          performed or omitted in connection with the Deposit  Agreement or
          the   Receipts,  as  the   same  may  be   amended,  modified  or
          supplemented from time to  time (a) by the Depositary,  except to
          the extent  that liability results  from its own  negligence, bad
          faith or wilful misconduct, or  (b) by the Company or any  of its
          agents, or (ii) any liability or  expense which may arise out  of
          or in connection  with the registration of Stock or  the offer or
          sale  to the  public of  the Stock or  the offer  or sale  of the
          Receipts  except  to the  extent that  such liability  or expense
          arises out of information  furnished by the Depositary, Registrar
          or  any of  their respective  agents (including  any Depositary's
          Agent).

               The Depositary will indemnify  the Company against, and hold
          it  harmless  from, any  liability which  may  arise out  of acts
          performed or omitted by the Depositary due to its own negligence,
          bad faith or wilful misconduct.

               The Depositary and the Depositary's Agents 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  or
          registrar  of  any  of the  securities  of  the  Company and  its
          affiliates,  may loan money to the Company and its affiliates and
          may engage in any other business with or for the  Company and its
          affiliates.

               21.  Resignation and Removal of Depositary.   The Depositary
                    --------------------------------------
          may  at any time  (a) resign by  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, or (b) be removed  by the Company by notice of
          such  removal delivered to  the Depositary, such  removal to take
                                      A-9
<PAGE>

          effect  upon the  appointment of a  successor depositary  and its
          acceptance of  such appointment, all  as provided in  the Deposit
          Agreement.

               22.  Termination of Deposit Agreement.  Whenever so directed
                    ---------------------------------
          by  the  Company,  the  Depositary  will  terminate  the  Deposit
          Agreement by  mailing notice  of such  termination to the  record
          holders of all Receipts  then outstanding at least 60  days prior
          to  the date  fixed in  such notice  for  such termination.   The
          Depositary may likewise terminate the Deposit Agreement if at any
          time 60 days shall  have expired after the Depositary  shall have
          delivered to the Company a notice of its election to resign and a
          successor depositary  shall not have been  appointed and accepted
          its appointment.   Upon the termination of the Deposit Agreement,
          the Company  shall be discharged from  all obligations thereunder
          except for  its obligations  to the Depositary,  any Depositary's
          Agent and any Registrar  with respect to indemnification, charges
          and expenses. Upon the termination of the Deposit Agreement,  the
          holders of Receipts  shall have the immediate  right to surrender
          their Receipts and receive  therefor the Stock or  other property
          to which such holders are entitled.

               If  any  Receipts  remain  outstanding  after  the  date  of
          termination,  the  Depositary  thereafter shall  discontinue  all
          functions and be discharged from  all obligations as provided  in
          the Deposit Agreement, except as specifically provided therein.

               23.  Governing Law.  The  Deposit Agreement and this Receipt
                    --------------
          and all  rights thereunder  and hereunder and  provisions thereof
          and  hereof shall  be  governed by,  and construed  in accordance
          with, the laws of the State of [                  ].

               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 manually,  or if a
          Registrar for the Receipts (other than the Depositary) shall have
          been appointed, by  facsimile by the Depositary  by the signature
          of  a  duly  authorized officer  and,  if  executed by  facsimile
          signature  of  the  Depositary,  shall  have  been  countersigned
          manually  by such Registrar by the signature of a duly authorized
          signatory.

          Dated:                             ___________________________
                                             Depositary

                                             By ___________________________
                                                  Authorized Officer


                                      A-10
<PAGE>

                (Please print name and address of registered holder)


          Name ________________________________________________________

          Address _____________________________________________________

          (Please indicate other delivery instructions, if applicable)

          Name ________________________________________________________

          Address _____________________________________________________






                                     A-11
<PAGE>






                                 [FORM OF ASSIGNMENT]

               FOR VALUE  RECEIVED, the  undersigned hereby  sells, assigns
          and transfers unto __________________________________  the within
          Receipt  and   all  rights  and  interests   represented  by  the
          Depositary  Shares  evidenced  thereby,  and  hereby  irrevocably
          constitutes  and  appoints  ________________________________  his
          attorney, to transfer the  same on the books of  the within-named
          Depositary, with full power of substitution in the premises.

          Dated:

                                   Signature ___________________________
                                             NOTE:   The  above   signature
                                             should correspond exactly with
                                             the name on  the face of  this
                                             Receipt.











                                      A-12





         STANDARD COMMON STOCK WARRANT AGENCY PROVISIONS


     From time to time, Advanced Micro  Devices, Inc., a Delaware corporation
(the "Company"), may enter into  one or more warrant agreements that  provide
for  the issuance and  sale of  warrants ("Warrants") to  purchase shares  of
the Company's  Common Stock, par value $0.01  per share (such shares  are
hereinafter referred to as the "Shares"  and, where appropriate, such term
shall also mean  the  other  securities  or property  purchasable  upon  the
exercise  of the Warrants upon the happening of certain events as provided  for
herein,  and  such  Common  stock  is  hereinafter referred to as the  "Stock").
The standard provisions  set forth herein  may be  incorporated  by reference
in  any such  warrant agreement  (a  "Warrant  Agreement").    The  Warrant
Agreement, including the  provisions incorporated therein  by reference,  is
herein referred to as this "Agreement."  The person named  as the "Warrant
Agent" in the first  paragraph of the Warrant  Agreement is herein referred to
as the "Warrant Agent."   Unless otherwise defined in this  Agreement or  in the
Warrant  Agreement, as  the case  may be,  terms defined  in the  Warrant
Agreement  are used herein  as therein defined and  terms defined herein  are
used in the Warrant
 Agreement as herein defined.

     SECTION 1. Number of  Warrants Unlimited; Issuable from Time to  Time.
                -----------------------------------------------------------
The  number  of  Warrants  which  may be  issued  and delivered under this
Agreement is unlimited.

     There shall be established in or pursuant to a resolution of the Board  of
Directors  of the Company  or of a  duly authorized committee  thereof   or
established  in  one   or  more  Warrant Agreements  supplemental hereto,  prior
to the  issuance of  any Warrants:

          (1)  the Designation of such Warrants,

          (2)  if the Warrants are issued together as a unit with any other
securities  of the  Company, the date  after which  the Warrants  shall be
freely  tradable separately  from such  other securities (the "Distribution
Date") and if  the Company may  at its option  or under circumstances described
therein provide for an earlier Distribution Date,

          (3)  the Expiration Date pursuant to Section 6,

          (4)  the Exercise Price pursuant to Section 6,

          (5)  the Call Price, Call  Date and Call Terms pursuant to Section 7,
if any,

          (6)  the limitations, if any, upon the Reduced Exercise Price  and the
Reduced Exercise  Price Period pursuant to Section 8,

          (7)  the  circumstances,  if   any,  under  which   the Exercise Price
and the  number of  Shares  purchasable upon  the exercise of each  Warrant and
the number  of Warrants outstanding are  subject  to adjustment  and the  manner
of making  any such adjustment.
                                       1
<PAGE>

     SECTION 2.   Form of Warrant Certificates.  The certificates evidencing
                  -----------------------------
the  Warrants  (the  "Warrant  Certificates")  to  be delivered pursuant to this
Agreement shall be  in registered form only.  The  Warrant Certificates shall
be in substantially  such form or forms as shall be established by the Company
from time to time  pursuant to  one  or  more  resolutions  of  the  Board  of
Directors  of  the  Company or  of  a  duly authorized  committee thereof or in
one or more Warrant Agreements supplemental hereto, in  each  case  with   such
appropriate  insertions,  omissions, substitutions and  other variations as are
required or permitted by  this Agreement, and may  have such letters,  numbers
or other marks of  identification and such legends  or endorsements placed
thereon as may  be required to  comply with any  law or with  any rules made
pursuant thereto  or with any rules of  any securities exchange or as  may,
consistently herewith, be  determined by the officers executing such Warrants,
as evidenced by their execution of the Warrants.

     SECTION  3.   Execution  of Warrant  Certificates.   Warrant Certificates
                   ------------------------------------
shall be  signed on  behalf of  the Company  by its Chairman of the Board of
Directors, its  Chief Executive Officer, its  President, a Vice President or its
Treasurer and attested by its Secretary  or Assistant Secretary, under  its
corporate seal. Each such signature upon  the Warrant Certificates may be  in
the form  of a  facsimile  signature of  the  current or  any  future Chairman
of  the Board, Chief Executive  Officer, President, Vice President, Treasurer,
Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on
the Warrant Certificates and for  that purpose  the Company  may adopt  and use
the facsimile signature  of  any person  who shall  have  been Chairman  of the
Board,   Chief  Executive  Officer,  President,  Vice  President, Treasurer,
Secretary of  Assistant Secretary, notwithstanding the fact  that  at  the  time
the  Warrant  Certificates  shall  be countersigned and delivered or disposed of
such person shall have ceased to hold such office.   The seal of  the Company
may be  in the  form of a facsimile  thereof and may  be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.

     If any officer  of the Company who shall  have signed any of the Warrant
Certificates  shall cease to  be such officer  before the Warrant Certificates
so  signed shall have been countersigned by the Warrant Agent or disposed  of by
the Company, such Warrant Certificates  nevertheless may be  countersigned and
delivered or disposed of  as though  such  person had  not ceased  to be  such
officer of the Company; and any Warrant Certificate may be signed on behalf of
the Company by any person who, at the actual date of the execution  of such
Warrant  Certificate, shall  be a  proper officer of the Company to sign such
Warrant Certificate, although at the date of  the execution of this  Agreement
any such  person was not such officer.

                                       2
<PAGE>
     SECTION  4.    Registration and  Countersignature.   Warrant Certificates
                    -----------------------------------
shall  be manually countersigned and  dated the date of countersignature by the
Warrant Agent and shall not  be valid for any purpose unless  so countersigned.
The Warrants  shall be numbered and  shall be  registered  in a  register (the
"Warrant Register") to be maintained by the Warrant Agent.

     The Warrant Agent's countersignature  on all Warrants  shall be in
substantially the following form:

                            [NAME OF WARRANT AGENT]
                                as Warrant Agent



                 By ___________________________________________
                              Authorized Signatory

     The Company and  the Warrant  Agent may deem  and treat  the registered
holder of  a Warrant Certificate as the absolute owner thereof  (notwithstanding
any  notation  of ownership  or  other writing  thereon made by anyone), for the
purpose of any exercise thereof or any  distribution to  the holder thereof  and
for  all other  purposes, and  neither the  Company nor the  Warrant Agent shall
be affected by any notice to the contrary.

     SECTION 5.   Registration of  Transfers and Exchanges.   The Warrant  Agent
                  -----------------------------------------
shall from time  to time register  the transfer of any  outstanding Warrant
Certificates in  the  Warrant Register, upon surrender  of such Warrant
Certificates,  duly endorsed, and accompanied by a written instrument or
instruments of transfer in form  satisfactory to  the  Warrant  Agent,  duly
signed  by  the registered  holder or  holders thereof  or by the  duly
appointed legal representative  thereof or  by a duly  authorized attorney, such
signature to be  guaranteed by (a) a bank  or trust company, (b)  a  broker or
dealer  that  is  a  member  of  the  National Association of  Securities
Dealers,  Inc. (the "NASD")  or (c)  a member  of  a  national  securities
exchange.    Upon  any  such registration  of transfer,  a  new Warrant
Certificate shall  be issued to the transferee.

     Warrant Certificates may be  exchanged at the option of  the holder or
holders thereof, when  surrendered to the Warrant Agent at  its  offices  or
agency  maintained  for  the   purpose  of exchanging, transferring and
exercising  the Warrants (a "Warrant Agent Office") or at  the offices of any
successor  Warrant Agent as provided in Section 19 hereof, for another Warrant
Certificate or other  Warrant Certificates of like tenor  and representing in
the aggregate a like number of Warrants.

                                       3
<PAGE>

     The Warrant  Agent is  hereby authorized to  countersign, in accordance
with the provisions  of this Section 5 and  of Section 4,  and deliver the new
Warrant Certificates required pursuant to the  provisions of  this  Section, and
for  the purpose  of  any distribution of Warrant Certificates contemplated by
Section 14.

     SECTION 6.  Duration and Exercise of Warrants.  The Warrants shall expire
                 ----------------------------------
on  (a) the close of business on  the date set forth pursuant  to  Section  1,
or  (b)  such later  date  as  shall be determined  in the sole discretion  of
the Company,  in a written statement  to the  Warrant  Agent and  with notice
to registered holders  of Warrants  in the  manner provided  for in  Section 16
(such  date  of  expiration  being  herein  referred  to  as  the "Expiration
Date").   On  and after  the Distribution  Date, each Warrant may be exercised
on  any business day on or prior  to the close of  business on  the Expiration
Date.   After the  close of business on  the Expiration Date,  the Warrants will
become void and of no value.

     Subject  to  the  provisions  of  this  Agreement, including Section 14,
the holder of each  Warrant shall have  the right to purchase from the Company
(and the Company shall issue  and sell to such holder  of a  Warrant) one fully
paid and  nonassessable Share at the price set  forth pursuant to Section 1
(such  price, as  may be adjusted from time to  time as provided in Section 14,
being  the "Exercise  Price")  upon depositing  with the  Warrant Agent  at   a
Warrant  Agent  Office   the  Warrant  Certificate evidencing such Warrant, with
the form of election to purchase on the  reverse thereof duly completed and
signed by the registered holder  or  holders  thereof  or  by  the  duly
appointed  legal representative  thereof or  by a  duly authorized  attorney,
such signature  to be  guaranteed by  a bank  or  trust company,  by a broker or
dealer which is a member of the NASD or by a  member of a national securities
exchange, and upon payment of the  Exercise Price for the number of Shares in
respect  of which such Warrants are being  exercised.   Payment of  the
aggregate  Exercise Price shall be made in lawful money of the United States of
America.

     Subject  to Section  10, upon  such  surrender of  a Warrant Certificate
and payment  of the Exercise Price, the Warrant Agent shall requisition  from
the  Company's Stock transfer  agent (the "Transfer  Agent")  for  issuance  and
delivery  to  or  upon the written  order   of  the   registered  holder  of
such  Warrant Certificate and in such  name or names as such  registered holder
may designate,  a certificate  or certificates  for the  Share or Shares
issuable  upon the  exercise of  the Warrant  or Warrants evidenced  by  such
Warrant  Certificate.    Such certificate  or certificates shall be deemed  to
have been issued and  any person so designated to  be named therein shall be
deemed to have become the holder of record  of such Share or  Shares as of the
date  of the  surrender of such  Warrant  Certificate  duly executed  and
payment  of  the Exercise Price.   The  Warrants evidenced  by a Warrant
Certificate shall be exercisable, at  the election of the registered  holder
thereof, either as an entirety or from time to time for a  portion of the
number of Warrants  specified in  the Warrant  Certificate.  If less than all of

                                       4
<PAGE>

the Warrants evidenced by  a  Warrant Certificate  surrendered  upon  the
exercise  of Warrants  are  exercised  at any  time  prior  to  the  date  of
expiration  for  the  Warrants,  a  new Warrant  Certificate  or Certificates
shall be issued for the remaining number of Warrants evidenced  by the  Warrant
Certificate so  surrendered, and  the Warrant Agent  is hereby  authorized to
countersign  the required new   Warrant Certificate  or   Certificates  pursuant
to  the provisions of Section 5 and this Section 6.

     The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently pay  or deliver to the Company all moneys
received by  it on the purchase of  Shares through the exercise of Warrants.

     SECTION 7.   Call of  Warrants by the Company.   The Company shall have the
                  ---------------------------------
right to call and repurchase  any or all Warrants at  the price (the  "Call
Price") and  on or after  the date (the "Call Date") and upon  the terms (the
"Call  Terms") as shall  be set forth pursuant to Section 1.  Notice of such
Call Price, Call Date  and  Call Terms  shall be  given  to registered  holders
of Warrants in the manner provided in Section 16.

     SECTION 8. Optional Reduction of Exercise Price.  Subject to the limits, if
                -------------------------------------
any, set forth  pursuant to Section 1, the Company shall  have  the  right,  at
any  time or  from  time  to  time, voluntarily to  reduce the  then current
Exercise  Price to  such amount  (the "Reduced  Exercise Price")  and for  such
period or periods of  time, which may be  through the close  of business on the
Expiration Date (the "Reduced Exercise Price  Period") as may be deemed
appropriate by the Company.  Notice of any such Reduced Exercise Price and
Reduced  Exercise Price Period shall be  given to  registered holders  of
Warrants in  the  manner provided  in Section  16.  After the termination of the
Reduced Exercise Price Period,  the Exercise  Price  shall be  such Exercise
Price that would have been in effect, as adjusted pursuant to the provisions of
Section 14, had there been no  reduction in the Exercise Price pursuant to  the
provisions of  this Section 8.   No reduction of the  then current Exercise
Price pursuant  to the  provisions of this  Section 8  shall be deemed  for the
purposes  of Section 14 hereof to alter or adjust the Exercise Price.

     SECTION  9.  Cancellation of Warrants.  If the Company shall purchase or
                  -------------------------
otherwise acquire Warrants, the  Warrant Certificate representing such  Warrants
shall  thereupon be delivered  to the Warrant Agent  and be  canceled by it  and
retired.   The Warrant Agent  shall  cancel  all Warrant  Certificates
surrendered  for exchange, substitution, transfer or exercise in whole or in
part. Such canceled  Warrant Certificates shall thereafter  be disposed of in a
manner satisfactory to the Company.
                                       5
<PAGE>

     SECTION 10.   Payment of Taxes.   The Company  will pay  all documentary
                   -----------------
stamp  taxes attributable to the  initial issuance of Warrants and  of Shares
upon  the exercise of  Warrants; provided that the  Company shall not be
                                 --------
required to pay any  tax or taxes which may be payable  in respect of any
transfer involved  in the issue of  any Warrant Certificates or any certificates
for Shares in  a  name  other  than  the  registered  holder  of  a  Warrant
Certificate surrendered upon the  exercise of a Warrant,  and the Company
shall  not  be  required  to   issue  or  deliver  such certificates unless or
until the person or persons requesting the issuance thereof shall  have paid  to
the Company  the amount  of such tax or  shall have  established to the
satisfaction of  the Company that such tax has been paid.

     SECTION 11.  Mutilated or Missing Warrant  Certificates.  If any of the
                  -------------------------------------------
Warrant Certificates  shall be mutilated, lost, stolen or  destroyed, the
Company may  in its discretion  issue, and the Warrant  Agent shall  countersign
and deliver,  in exchange  and substitution for  and upon cancellation of  the
mutilated Warrant Certificate,  or  in lieu  of  and substitution  for  the
Warrant Certificate lost, stolen or  destroyed, a new Warrant Certificate of
like tenor and representing an equivalent  number of Warrants, but only upon
receipt of evidence satisfactory to the Company and the  Warrant Agent  of such
loss, theft  or destruction  of such Warrant  Certificate and  indemnity or
bond, if  requested, also satisfactory  to them.   Applicants  for such
substitute Warrant Certificates   shall  also  comply  with  such  other
reasonable regulations  and pay such other reasonable charges as the Company or
the Warrant Agent may prescribe.

     SECTION  12.   Reservation of  Shares.   For the  purpose of enabling  it
                    -----------------------
to  satisfy  any  obligation  to issue  Shares  upon exercise of Warrants, the
Company will at all times  through the close  of  business on  the  Expiration
Date, reserve  and  keep available, free from preemptive  rights and out of  its
aggregate authorized  but unissued or treasury shares  of Stock, the number of
Shares  deliverable  upon  the exercise  of  all  outstanding Warrants,  and
the Transfer  Agent  for  such  Stock  is  hereby irrevocably authorized and
directed at  all times to reserve such number  of authorized and  unissued or
treasury  shares of Common Stock as  shall be required for  such purpose.   The
Company will keep a copy of  this Agreement on file  with such Transfer  Agent
and with every  transfer agent  for any shares  of the  Company's capital stock
issuable upon the exercise  of Warrants pursuant to Section  14.  The Warrant
Agent  is hereby irrevocably authorized to requisition from time  to time from
such Transfer  Agent stock certificates issuable upon exercise  of outstanding
Warrants, and the Company will  supply such Transfer  Agent with duly  executed
stock certificates for such purpose.

                                       6
<PAGE>

     Before  taking any  action  that would  cause an  adjustment pursuant to
Section 14 reducing the Exercise Price below the then par value (if  any) of the
Shares issuable upon exercise  of the Warrants, the Company will take any
corporate action that may, in the  opinion of  its  counsel, be  necessary  in
order  that  the Company   may  validly   and   legally  issue   fully  paid
and nonassessable Shares at the Exercise Price as so adjusted.

     The Company  covenants that all Shares  issued upon exercise of the
Warrants will,  upon issuance in accordance ith  the terms of  this Agreement,
be fully paid and nonassessable and free from all  taxes, liens, charges  and
security interests  created by or imposed upon the Company with respect to the
issuance and holding thereof.

     SECTION 13.   Obtaining of Governmental  Approvals and Stock Listings.
                   --------------------------------------------------------
So  long as  any  Warrants  remain  outstanding, the Company  will take  all
necessary  steps (a)  to obtain  and keep effective  any  and  all   permits,
consents  and  approvals  of governmental agencies  and authorities and to  make
filings under federal  and  state securities  acts and  laws,  which may  be or
become requisite in connection  with the issuance, sale, transfer and delivery
of the  Warrant Certificates,  the exercise  of the Warrants  and the issuance,
sale, transfer  and delivery  of the Shares  issued upon  exercise of  Warrants,
and  (b) to  have the shares of Stock, immediately upon their issuance upon
exercise of Warrants,  (i) listed  on  each national  securities exchange  on
which  the Stock is then listed or (ii)  if the Stock is not then listed on any
national  securities exchange, listed for quotation on  the  NASD  Automated
Quotations System  ("NASDAQ")  National Market  System  ("NASDAQ/NMS")  or  such
other  over-the-counter quotation system on which the Stock may then be listed.

     SECTION 14.   Adjustment  of  Exercise Price  and Number  of Shares
                   -----------------------------------------------------
Purchasable  or Number  of Warrants.    Except as  may be otherwise  provided in
- ------------------------------------
accordance with  Section 1,  the Exercise Price, the number of Shares
purchasable upon the exercise of each Warrant and  the number of  Warrants
outstanding  are subject  to adjustment  from time to time  upon the occurrence
of the events enumerated in this Section 14.

          (a)  If  the Company shall  (i) pay  a dividend  on its capital  stock
     (including  Stock) in  shares of  Stock, (ii) subdivide its outstanding
     shares of Stock, (iii) combine its outstanding shares of Stock into  a
     smaller number of shares of Stock or (iv) issue any shares of its capital
     stock in a reclassification of  the Stock  (including any  such reclas-
     sification in  connection with a consolidation  or merger in which the
     Company is the continuing corporation), the number of  Shares   purchasable
     upon  exercise  of   each  Warrant immediately prior thereto  shall  be
     adjusted  so that  the holder of each Warrant shall be entitled to receive
     the kind and  number  of Shares  or other securities of  the Company which
     such holder would have owned or have been entitled to receive after the

                                       7
<PAGE>

     happening of any of the  events described above, had such Warrant  been
     exercised immediately prior to the  happening of such event or any record
     date with respect thereto.  An adjustment made pursuant to  this paragraph
     (a) shall become effective immediately  after the effective date of  such
     event retroactive to  the record date,  if any, for such event.

          (b)  In the event of  any capital reorganization or any
     reclassification  of  the  Stock   (except  as  provided  in paragraph  (a)
     above or paragraph  (h) below), any holder of Warrants upon exercise
     thereof shall be entitled to receive, in  lieu of the Stock to which he
     would have become entitled upon exercise immediately  prior to  such
     reorganization  or reclassification, the shares   (of any class or classes)
     or other securities  or property of  the Company that  he would have been
     entitled to receive at the same aggregate Exercise Price upon  such
     reorganization or  reclassification if  his Warrants had  been exercised
     immediately prior  thereto; and in any  such case,  appropriate provision
     (as  determined in good faith  by the Board  of Directors  of the Company
     or a duly authorized committee thereof, whose determination shall be
     conclusive  and shall be evidenced by  a resolution filed with the Warrant
     Agent) shall be made for the application of this Section  14 with  respect
     to  the rights  and interests thereafter  of  the  holders   of  Warrants
     (including  the allocation of  the adjusted Exercise Price  between or
     among shares  of classes of capital  stock), to the  end that this Section
     14  (including the  adjustments  of  the number  of shares  of Stock  or
     other securities  purchasable and  the Exercise Price  thereof) shall
     thereafter be  reflected, as nearly   as  reasonably   practicable,  in
     all  subsequent exercises of  the Warrants for  any shares or  securities
     or other property thereafter  deliverable upon the  exercise of Warrants.

          (c)  Except  for adjustments required  by paragraph (h) hereof, no
     adjustment in  the number of  Shares purchasable hereunder  shall be
     required  unless such  adjustment would require an increase or decrease of
     at least one percent (1%) in  the number  of Shares purchasable  upon the
     exercise of each Warrant; provided, however, that  any adjustments which by
     reason of this paragraph (c)  are not required to be made shall  be
     carried forward  and  taken into  account  in any subsequent adjustment.
     All  calculations shall be  made to the nearest  cent  and to  the  nearest
     one-hundredth  of  a Share, as the case may be.

          (d)  Whenever the number of Shares purchasable upon the exercise  of
     each  Warrant  is adjusted  as herein  provided (whether or  not the
     Company then  or thereafter  elects to issue  additional Warrants in
     substitution for an adjustment in the number of  Shares as provided in
     paragraph  (f)), the Exercise Price  payable upon exercise of  each Warrant
     shall be  adjusted by multiplying  such Exercise Price immediately prior to
     such adjustment  by a  fraction, the  numerator of which  shall be the
     number of  Shares purchasable  upon the exercise  of   each  Warrant
     immediately  prior   to  such adjustment, and the denominator of which
     shall be the number of Shares so purchasable immediately thereafter.

                                       8
<PAGE>

          (e)  For  the  purpose of  this  Section  14, the  term "shares of
     Stock"  shall mean  (i) the Common  Stock of  the Company  or (ii)  any
     other  class of  stock  resulting from successive  changes  or
     reclassification  of  such  shares consisting solely of changes in par
     value, of from par value to no par value, or  from no par value to par
     value.   If at any  time, as  a result  of an  adjustment made  pursuant to
     paragraph (a)  or (b) above,  the holders of  Warrants shall become
     entitled to purchase any shares  of the Company other than shares  of
     Stock, thereafter  the number of  such other shares  so purchasable upon
     exercise of each Warrant and the Exercise Price of such shares shall be
     subject to adjustment from  time to  time  in  a manner  and  on  terms as
     nearly equivalent as practicable to  the provisions with respect to the
     Shares  contained  in   paragraphs  (a)  through  (d), inclusive, above,
     and the  provisions of Section 6, 10,  12, 13(a) and 16,  with respect  to
     the Shares,  shall apply  on like terms to any such other shares.

          (f)  The Company may elect, on or after the date of any adjustment
     required  by paragraphs  (a) through (b)  of this Section 14, to adjust the
     number of Warrants in substitution for an adjustment in the  number of
     Shares purchasable  upon the exercise of a Warrant.  Each of the Warrants
     outstanding after  such adjustment  of the  number of Warrants  shall be
     exercisable  for the  same number  of Shares  as immediately prior to such
     adjustment.  Each Warrant held of record prior to such  adjustment of the
     number of Warrants  shall become that   number  of  Warrants   (calculated
     to   the  nearest hundredth) obtained by dividing the Exercise Price in
     effect prior to  adjustment of the  Exercise Price by  the Exercise Price
     in effect after adjustment of the Exercise Price.  The Company  shall
     notify  the holders of  Warrants in  the same manner  as provided in the
     first paragraph of Section 16, of its election  to adjust  the number of
     Warrants, indicating the record date  for the  adjustment, and, if  known
     at  the time, the amount of the adjustment to be made.   This record date
     may be the date on which the Exercise Price is adjusted or any day
     thereafter.   Upon each adjustment of  the number of  Warrants  pursuant to
     this  paragraph  (f) the  Company shall, as promptly as practicable, cause
     to be distributed to holders of record of Warrants on such record date
     Warrant Certificates   evidencing,  subject to  Section   15,  the
     additional Warrants to which  such holders shall be entitled as a result
     of such adjustment,  or, at the  option of  the Company, shall cause  to be
     distributed  to such holders  of record  in substitution  and replacement
     for  the  Warrant Certificates held  by such holders  prior  to the  date
     of adjustment, and  upon surrender thereof, if  required by the Company,
     new   Warrant  Certificates evidencing   all  the Warrants to be issued,
     executed and registered in the manner specified in  Sections 4 and 5  (and
     which may  bear, at the option of the  Company,  the adjusted  Exercise
     Price)  and shall be registered in the names of the holders of record of
     Warrant  Certificates on  the record date specified  in the notice.
                                       9
<PAGE>

          (g)  Except  as  provided  in  paragraph  (a)  of  this Section 14,
     no adjustment in respect of any dividends shall be made during the  terms
     of a Warrant or upon  the exercise of a Warrant.

          (h)  In case  of any consolidation of  the Company with or merger of
     the Company into another corporation or in case of  any sale  or conveyance
     to another  corporation of  the property of the Company as  an entirety or
     substantially  as an  entirety, the  Company or  such successor  or
     purchasing corporation, as  the case  may be,  shall  execute with  the
     Warrant Agent  an agreement  that each  holder of  a Warrant shall have the
     right thereafter upon payment of the Exercise Price in effect immediately
     prior to such action to purchase upon  exercise of each Warrant the kind
     and amount of shares and other securities  and property which he would have
     owned or have been entitled to receive after the happening of such
     consolidation, merger,  sale or conveyance had  such Warrant been
     exercised  immediately  prior  to such  action.    The Company shall  mail
     by first class mail, postage prepaid, to each holder of  a Warrant,  notice
     of the  execution of  any such   agreement.     Such   agreement  shall
     provide  for adjustments,  which shall be as nearly  equivalent as may be
     practicable   to  the  adjustments   provided  for  in  this Section 14.
     The  provisions  of this  paragraph (h)  shall similarly apply to
     successive consolidations, mergers, sales or conveyances.  The Warrant
     Agent shall be under no duty or responsibility   to   determine  the
     correctness   of  any provisions contained in  any such agreement relating
     either to the kind or amount of shares of stock or other securities or
     property receivable  upon exercise  of Warrants  or with respect to the
     method employed and provided therein  for any adjustments  and   shall  be
     entitled  to   rely  upon  the provisions contained in any such agreement.

          (i)  Irrespective  of any  adjustments in  the Exercise Price or the
     number  or kind of shares purchasable  upon the exercise of the Warrants,
     Warrants theretofore or thereafter issued may continue to express the same
     price and number and kind  of shares  as  are stated  in  the Warrants
     initially issuable pursuant to this Agreement.

     SECTION 15.  Fractional Warrants and Fractional Shares.
                  -----------------------------------------

          (a)  The  Company  shall  not   be  required  to  issue fractions  of
     Warrants  on any  distribution of  Warrants to holders of Warrant
     Certificates pursuant to Section 14(f) or to  distribute Warrant
     Certificates that evidence fractional Warrants.   In lieu of such
     fractional Warrants there shall be   paid  to   the  registered   holders
     of   the  Warrant Certificates with  regard to which  such fractional
     Warrants would  otherwise be issuable, an amount in cash equal to the same
     fraction of the current market value of a full Warrant. For purposes of
     this Section 15(a), the current market value of a Warrant  shall be the

                                      10
<PAGE>

     closing price of  one Warrant (as determined pursuant to paragraph  (c)
     below) for the trading day immediately prior to  the date on which  such
     fractional Warrant would have been otherwise issuable.

          (b)  Notwithstanding  any adjustment  to Section  14 in the  number of
     Shares purchasable  upon the  exercise of  a Warrant,  the  Company  shall
     not  be  required  to  issue fractions of  Shares upon  exercise  of the
     Warrants or  to distribute  certificates  which evidence  fractional
     Shares. In lieu of  fractional Shares,  there shall be  paid to  the
     registered holders of Warrant  Certificates at the time such Warrant
     Certificates  are exercised  as  herein provided  an amount in cash  equal
     to  the same fraction  of the  current market value  of a  share of Stock.
     For  purposes of  this Section  15(b), the current market value of a share
     of Stock shall  be  the  closing  price  of  a  share  of  Stock  (as
     determined pursuant to paragraph  (c) below) for the trading day
     immediately prior to the date of such exercise.

          (c)  The closing price for  each day shall be  the last sale price,
     regular  way, or, if no such sale takes place on such day, the average  of
     the closing bid and  asked prices, regular way, for such day, in either
     case as reported in the principal  consolidated  transaction  reporting
     system  with respect to securities listed or  admitted to trading on  the
     New York Stock Exchange or, if the Warrants or Stock, as the case may be,
     is  not listed or admitted  to trading on  such exchange,   as  reported
     on  the   principal  consolidated transaction  reporting system  with
     respect  to  securities listed  on the  principal  national  securities
     exchange  on which  the Warrants  or  Stock, respectively,  is listed  or
     admitted to trading,  or if  the Warrants or  Stock, as  the case  may be,
     is  not listed or  admitted to trading  on any national securities
     exchange, as reported on NASDAQ/NMS  or, if the  Warrants or Stock, as the
     case may be, is not listed or admitted to trading on NASDAQ/NMS, as
     reported on NASDAQ.

     SECTION 16.  Notices to Warrantholders.  Upon any adjustment of  the
                  --------------------------
number of  Shares  purchasable  upon  exercise  of  each Warrant, the Exercise
Price or the number of Warrants outstanding pursuant to Section 14, the  Company
within twenty (20)  calendar days  thereafter shall  (i) cause  to be  filed
with  the Warrant Agent a certificate of  a firm of independent public
accountants of  recognized standing selected by  the Company (who  may be the
regular auditors of the Company) setting forth the Exercise Price and either the
number of Shares purchasable upon exercise of each Warrant or the  additional
number  of Warrants to  be issued  for each previously outstanding  Warrant, as
the  case may be,  after such adjustment and setting forth in reasonable detail
the method of calculation and the facts upon which such adjustment was made,
which certificate shall be conclusive evidence of the correctness of the matters
set forth therein,  and (iii) cause to be given to each of  the registered

                                      11
<PAGE>

holders of  the Warrant  Certificates at such holder's  address appearing on the
Warrant Register written notice of such adjustments by first class mail,
postage prepaid. Where  appropriate,  such notice  may  be  given  in advance
and included as a part of the notice required to be  mailed under the other
provisions of this Section 16.

     Pursuant to Sections 1, 6, 7 and 8, the Company  shall cause written
notice  of  such  later Distribution  Date,  such  later Expiration  Date, such
Call Price,  Call Date and  Call Terms and such Reduced Exercise Price and
Reduced Exercise Price Period, as the  case may  be, to  be  given as  soon as
practicable to  the Warrant  Agent and  to  each of  the  registered holders  of
the Warrant  Certificates by  first class  mail, postage  prepaid, at such
holder's address  appearing on  the Warrant  Register.   In addition to  the
written notice  referred  to in  the  preceding sentence, the Company shall make
a public announcement in a daily morning  newspaper of general circulation in
New York City and in San  Francisco  of such  earlier  Distribution  Date, such
later Expiration  Date, such Call Price,  Call Date and  Call Terms and such
Reduced Exercise Price and Reduced Exercise Price Period, as the case  may be,
at least  once a week for  two successive weeks prior to the implementation of
such terms.

     If:

          (a)  The Company shall declare any  dividend payable in any
     securities  upon  its  shares  of  Stock  or  make  any distribution (other
     than a cash dividend)  to the holders of its shares of Stock, or

          (b)  the  Company shall  offer  to the  holders of  its shares of
     Stock any additional shares of Stock or securities convertible into shares
     of Stock or any  right to subscribe thereto, or

          (c)  there  shall  be  a  dissolution,  liquidation  or winding up of
     the  Company (other than in connection  with a consolidation, merger or
     sale of all or substantially all of its property, assets and business as an
     entirety),

then the Company shall (i) cause written notice of  such event to be filed with
the Warrant Agent and shall cause written notice of such  event to be given to
each  of the registered holders of the Warrant Certificates  at such  holder's
address appearing  on the Warrant  Register, by first class mail, postage
prepaid, and (ii) make a  public  announcement  in a  daily  newspaper  of
general circulation in New York City and in San Francisco of  such event, such
giving of notice and  publication to be  completed at least ten (10) calendar
days (or twenty (20) calendar days in any case specified  in clause  (c) above)
prior to  the date  fixed as  a record date or  the date of  closing the
transfer books for  the determination  of the  stockholders  entitled  to such

                                      12
<PAGE>

dividend, distribution or subscription rights,  or for the determination of
stockholders  entitled  to  vote on  such  proposed  dissolution, liquidation or
winding up.  Such notice shall specify such record date or the  date of closing
the transfer books,  as the case may be.  The failure to  give the notice
required by this  Section 16 or any defect therein  shall not affect the
legality  or validity of any distribution, right,  warrant, dissolution,
liquidation or winding  up  or  the  vote  upon or  any  other  action  taken in
connection therewith.

     SECTION  17.   Merger, Consolidation  or  Change of  Name of Warrant
                    -----------------------------------------------------
Agent.  Any corporation into which the Warrant 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 the Warrant Agent shall be
a party, or any corporation  succeeding to  the corporate  trust business  of
the Warrant  Agent,  shall be  the  successor  to the  Warrant  Agent hereunder
without the  execution or  filing of any  paper or  any further act on  the part
of any  of the parties  hereto, provided that  such corporation  would be
eligible  for appointment  as a successor Warrant Agent under  the provisions of
Section 19.   If at the time  such successor  to the Warrant  Agent shall
succeed under this Agreement, any of the Warrant  Certificates shall have been
countersigned  but not delivered, any such  successor to the Warrant  Agent may
adopt  the countersignature  of the  original Warrant  Agent;  and  if   at
that  time  any  of   the  Warrant Certificates shall not have  been
countersigned, any successor to the  Warrant  Agent  may countersign  such
Warrant  Certificates either in  the name of  the predecessor Warrant  Agent or
in  the name of the successor Warrant Agent;  and in all such cases  such
Warrant Certificates shall  have the full  force provided in  the Warrant
Certificates and in this Agreement.

     If  at any  time  the name  of the  Warrant  Agent shall  be changed  and
at such time  any of the  Warrant Certificates shall have  been countersigned
but  not delivered,  the Warrant  Agent whose  name has changed may  adopt the
countersignature under its prior name; and if at that  time any of the Warrant
Certificates shall  not  have  been   countersigned,  the  Warrant  Agent  may
countersign such Warrant Certificates either in its prior name or in  its
changed  name;  and  in  all  such  cases  such  Warrant Certificates shall
have the full  force provided in  the Warrant Certificates and in this
Agreement.

     SECTION  18.  Warrant  Agent.  The  Warrant Agent undertakes the duties
                   ---------------
and obligations  imposed by  this Agreement upon  the following terms and
conditions,  by all of which the  Company and the  holders of Warrants,  by
their acceptance  thereof, shall be bound:

                                      13
<PAGE>

          (a)  The statements contained herein and in the Warrant Certificates
     shall  be taken  as statements of  the Company, and  the Warrant  Agent
     assumes no  responsibility for  the correctness of any of  the same except
     such as  describe the Warrant Agent or action taken or to be taken by  it.
     Except as herein  otherwise provided, the Warrant  Agent assumes no
     responsibility with  respect to  the execution, delivery  or distribution
     of the Warrant Certificates.

          (b)  The Warrant Agent shall not be responsible for any failure of the
     Company  to comply with any of  the covenants contained in  this Agreement
     or in  the Warrant Certificates to be  complied with by the Company nor
     shall it at any time be  under  any duty  or responsibility  to  any holder
     of a Warrant to  make or cause to  be made any  adjustment in the Exercise
     Price  or  in the  number of  Shares issuable  upon exercise  of  any
     Warrant  (except  as  instructed  by  the Company), or  to determine
     whether any facts exist which may require any such adjustments, or  with
     respect to the nature or  extent  of  or  method  employed   in  making
     any  such adjustments when made.

          (c)  The  Warrant Agent  may consult  at any  time with counsel
     satisfactory to  it  (who may  be  counsel for  the Company) and the
     Warrant Agent  shall incur no liability  or responsibility to  the Company
     or any holder  of any Warrant Certificate  in respect  of  any action
     taken, suffered  or omitted by it hereunder in good faith and in accordance
     with the opinion or the advice of such counsel.

          (d)  The  Warrant Agent  shall  incur no  liability  or responsibility
     to  the  Company  or to  any  holder  of  any Warrant Certificate for any
     action taken in reliance on  any notice, resolution,  waiver, consent,
     order,  certificate or other paper,  document or  instrument believed  by
     it  to be genuine  and to have been  signed, sent or  presented by the
     proper party or parties.

          (e)  The  Company agrees  to pay  to the  Warrant Agent reasonable
     compensation for  all services  rendered by  the Warrant Agent under this
     Agreement, to reimburse the Warrant Agent upon  demand for all expenses,
     taxes and governmental charges and other charges of any kind and nature
     incurred by the Warrant  Agent in  the performance  of its  duties under
     this Agreement and to  indemnify the Warrant Agent  and save it  harmless
     against  any  and all  losses, liabilities  and expenses, including
     judgments, costs and  reasonable counsel fees,  for anything  done or
     omitted by  the  Warrant Agent arising out of  or in connection with  this
     Agreement except as a result of its negligence or bad faith.

                                      14
<PAGE>


          (f)  The Warrant Agent shall  be under no obligation to institute any
     action, suit or  legal proceeding or  to take any  other  action  likely
     to involve  expense  unless  the Company  or  one  or  more  registered
     holders  of  Warrant Certificates shall furnish the Warrant Agent with
     reasonable security  and indemnity for any  costs or expenses which may be
     incurred.  All  rights of action under this  Agreement or under any of  the
     Warrants  may be enforced  by the  Warrant Agent  without   the  possession
     of  any   of  the  Warrant Certificates or the production thereof at any
     trial or other proceeding relative  thereto, and  any such action,  suit or
     proceeding instituted by the  Warrant Agent shall be brought in its name as
     Warrant Agent, and any recovery  or judgment shall be for  the ratable
     benefit of the  registered holders of the Warrants, as their respective
     rights or interests may appear.

          (g)  The  Warrant Agent, and any stockholder, director, officer or
     employee thereof, may buy, sell or deal in any of the Warrants  or other
     securities  of the Company  or become pecuniarily  interested  in  any
     transaction in  which  the Company may be interested, or contract with or
     lend money to the Company or otherwise  act as fully and freely  as though
     they were not the  Warrant Agent under this Agreement,  or a stockholder,
     director,  officer or employee  of the  Warrant Agent,  as the case may
     be.  Nothing  herein shall preclude the  Warrant Agent from acting in any
     other capacity for the Company or for any other legal entity.

          (h)  The  Warrant Agent shall  act hereunder  solely as agent for  the
     Company, and  its duties shall  be determined solely  by the provisions
     hereof.  The  Warrant Agent shall not be liable for anything which  it may
     do or refrain  from doing in  connection with this Agreement except  for
     its own negligence or bad faith.

          (i)  The  Company agrees that it will perform, execute, acknowledge
     and deliver or  cause to be performed, executed, acknowledged and delivered
     all  such further and other acts, instruments and assurances as  may
     reasonably be required by the  Warrant Agent for the carrying out or
     performing of the provisions of this Agreement.

          (j)  The   Warrant  Agent   shall  not  be   under  any responsibility
     in respect of  the validity of this Agreement or  the  execution  and
     delivery  hereof  (except  the  due execution  hereof by the Warrant Agent)
     or in respect of the validity or execution of any Warrant Certificate
     (except its countersignature thereof),  nor shall the  Warrant Agent  by
     any act  hereunder be deemed  to make any  representation or warranty  as
     to the  authorization  or  reservation of  the Shares  to be  issued
     pursuant  to  this Agreement  or  any Warrant Certificate  or as to
     whether the Shares  will when issued be validly issued, fully paid and
     nonassessable or as to  the Exercise Price or the number of Shares issuable
     upon exercise of any Warrant.

                                      15
<PAGE>

          (k)  The  Warrant  Agent   is  hereby  authorized   and directed  to
     accept   instructions  with  respect  to   the performance of its duties
     hereunder from the Chairman of the Board, the Chief Executive  Officer, the
     President, any Vice President,  the Treasurer,  the Secretary  or any
     Assistant Secretary  of the Company, and to apply to such officers for
     advice or  instructions in  connection with its  duties, and shall not be
     liable  for any action taken or suffered  to be taken by it in good faith
     in accordance with instructions of any  such  officer  or  in  good  faith
     reliance  upon  any statement  signed by any one of such officers of the
     Company with respect to any fact or matter (unless other evidence in
     respect thereof is herein specifically prescribed) which may be deemed  to
     be conclusively proved and established by such signed statement.

     SECTION 19.   Change of Warrant Agent.  If the Warrant Agent shall resign
                   ------------------------
(such resignation  to become effective  not earlier than sixty (60) days  after
the giving of written  notice thereof to   the  Company   and   the  registered
holders  of   Warrant Certificates)  or shall  become  incapable of  acting as
Warrant Agent  or if  the Board  of Directors  of the  Company or  a duly
authorized  committee  thereof  shall  by resolution  remove  the Warrant Agent
(such removal to  become effective not earlier than thirty  (30) days after  the
filing of  a certified  copy of such resolution  with the  Warrant  Agent and
the  giving of  written notice of  such  removal to  the  registered holders  of
Warrant Certificates),  the  Company shall  appoint  a  successor to  the
Warrant   Agent.    If  the  Company  shall  fail  to  make  such appointment
within  a  period of  thirty  (30)  days  after such removal  or after  it has
been so  notified in  writing  of such resignation  or  incapacity  by  the
Warrant  Agent  or  by  the registered holder  of  a  Warrant  Certificate (in
the  case  of incapacity),   then  the   registered  holder   of   any  Warrant
Certificate may apply  to any court of competent jurisdiction for the
appointment of  a successor  to the Warrant  Agent.   Pending appointment  of a
successor to  the Warrant Agent,  either by the Company or by such a court, the
duties of the Warrant Agent shall be  carried out  by the  Company.   Any
successor  Warrant Agent, whether appointed by the Company  or by such a court,
shall  be a bank or trust company,  in good standing, incorporated  under the
laws of any state or of the United States of America.  As soon as practicable
after appointment of the successor Warrant Agent, the Company shall cause
written  notice of the change in  the Warrant Agent  to  be given  to  each of
the  registered holders  of the Warrant Certificates  at such  holder's address
appearing  on the Warrant Register.  After appointment, the successor Warrant
Agent shall  be  vested  with  the  same  powers,  rights,  duties  and
responsibilities as  if it had  been originally named  as Warrant Agent  without
further  act or  deed.   The former  Warrant Agent shall deliver  and transfer
to  the successor  Warrant Agent  any property  at  the  time held  by  it
hereunder  and execute  and deliver, at the  expense of the  Company, any
further  assurance, conveyance,  act or deed necessary  for the purpose.
Failure to give  any notice provided  for in this  Section 19  or any defect
therein, shall not affect the legality or validity of the removal of  the
Warrant Agent or  the appointment of  a successor Warrant Agent, as the case may
be.

                                      16
<PAGE>

     SECTION   20.    Warrantholder  Not  Deemed  a  Stockholder. Nothing
                      -------------------------------------------
contained in  this Agreement  or in  any of  the Warrant Certificates shall  be
construed  as conferring upon  the holders thereof the right to vote  or to
receive dividends or  to consent to or receive notice  as stockholders in
respect of  the meetings of stockholders or for  the election of directors of
the Company or  any other matter, or any rights whatsoever as stockholders of
the Company.

     SECTION  21.   Delivery of  Prospectus.   If the  Company is required
                    ------------------------
under applicable  federal or  state securities  laws to deliver a prospectus
upon exercise of Warrants, the Company will furnish to the  Warrant Agent
sufficient copies  of a prospectus, and  the Warrant  Agent  agrees that  upon
the exercise  of  any Warrant Certificate by the holder thereof, the Warrant
Agent will deliver  to such  holder,  prior  to  or  concurrently  with  the
delivery of the certificate or certificates for the Shares issued upon such
exercise, a copy of the prospectus.

     SECTION  22.   Notices to  Company and  Warrant Agent.   Any notice or
                    ---------------------------------------
demand authorized by this Agreement to be given or made by the Warrant  Agent or
by any registered  holder of any Warrant Certificate to or on  the Company shall
be sufficiently  given or made if sent by mail, first class or registered,
postage prepaid, addressed  (until  another address  is filed in  writing  by
the Company with the Warrant Agent), as follows:

          Advanced Micro Devices, Inc.
          One AMD Place
          P.O. Box 3453
          Sunnyvale, CA  94088-3453
          Attention:  Secretary

     If  the Company shall fail to maintain such office or agency or shall fail
to give such notice of any  change in the location thereof,  presentation may be
made and notices and demands may be served at the principal office of the
Warrant Agent.

     Any notice pursuant  to this  Agreement to be  given by  the Company or by
any registered holder of any Warrant Certificate to the  Warrant Agent shall be
sufficiently given if  sent by mail, first class  or  registered, postage
prepaid,  addressed  (until another address is filed in writing by the Warrant
Agent with the Company)  to the Warrant  Agent at the  address set forth  in the
Warrant Agreement.

                                      17
<PAGE>
     SECTION 23.   Supplements and  Amendments.  The  Company and the Warrant
                   ----------------------------
Agent may from time to time  supplement or amend this Agreement  without  the
approval   of  any  holders  of  Warrant Certificates  in   order  to
designate  Warrants   pursuant  to Section 1, to cure any ambiguity, manifest
error or other mistake in  this  Agreement, or  to correct  or supplement  any
provision contained  herein that may be defective  or inconsistent with any
other provision herein, or to make any other provisions in regard to matters or
questions arising hereunder  that the Company  and the  Warrant Agent may deem
necessary or desirable and that shall not  adversely  affect,  alter  or change
the  interests  of the holders of the Warrant Certificates.

     SECTION 24.   Successors.  All the  covenants and provisions of this
                   -----------
Agreement  by or for  the benefit of  the Company or  the Warrant  Agent shall
bind  and inure  to  the benefit  of  their respective successors and assigns
hereunder.

     SECTION 25.  Termination.  This Agreement shall terminate at the  close of
                  ------------
business  on the Expiration  Date.  Notwithstanding the foregoing, this
Agreement will terminate on any earlier  date when  all Warrants  have  been
exercised.    The  provisions  of Section 18 shall survive such termination.

     SECTION 26.  Governing Law.  This Agreement and each Warrant Certificate
                  --------------
issued  hereunder shall  be deemed to  be a  contract made  under the  laws of
the  State of  California  and for  all purposes shall be construed  in
accordance with the laws  of such State.

     SECTION  27.  Benefits of  this Agreement.   Nothing in this Agreement
                   ----------------------------
shall be construed to give to any person or corporation other  than the
Company, the  Warrant  Agent and  the registered holders of the Warrant
Certificates any legal or equitable right, remedy or claim under this Agreement,
and this Agreement shall be for  the sole and exclusive  benefit of the
Company, the Warrant Agent and the registered holders of the Warrant
Certificates.

     SECTION 28.   Counterparts.  This Agreement  may be executed in any number
                   -------------
of counterparts and each of such counterparts shall for   all  purposes  be
deemed  to  be  an  original,  and  such counterparts  shall  together
constitute  but  one  and the  same instrument.

     SECTION 29.   Headings.   The headings of  sections of  this Agreement have
                   ---------
been inserted for convenience  of reference only, are not to be considered a
part hereof and shall in no way modify or restrict any of the terms or
provisions hereof.

       --End of Standard Common Stock Warrant Provisions--


GENBUS\WTM\32636\0200\WARNT1-2.AGT 4456sn

                                      18





                                 LAW OFFICES OF
                          BRONSON, BRONSON & MCKINNON
               A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

FAX                           505 MONTGOMERY STREET               LOS ANGELES
(415) 982-1394        SAN FRANCISCO, CALIFORNIA 94111-2514        LAKEPORT
                             TELEPHONE (415) 986-4200             WALNUT CREEK
TELEX                                                             SANTA ROSA
255921 KINBR UR                                                   SAN JOSE


                                   April 1, 1994



          Advanced Micro Devices, Inc.
          One AMD Place
          Sunnyvale, California  94088-3453


          Ladies and Gentlemen:

               This opinion is being delivered in connection with the
          registration under the Securities Act of 1933 by Advanced Micro
          Devices, Inc., a Delaware corporation ("AMD" or the "Company"),
          of (a) secured or unsecured debt securities (the "Debt Securities")
          which may be either senior debt securities (the "Senior Debt
          Securities"), senior subordinated debt securities (the "Senior
          Subordinated Debt Securities") or subordinated debt securities (the
          "Subordinated Debt Securities"), (b) shares of preferred stock, par
          value $0.10 per share (the "Preferred Stock"), of the Company in one
          or more series, (c) depositary shares of the Company (the "Depositary
          Shares"), each representing fractional interests in Preferred Stock,
          (d) shares of common stock, par value $0.01 per share, of the Company
          (the "Common Stock") accompanied by preferred stock purchase rights
          ("Rights"), and (e) warrants
 to purchase Common Stock (the
          "Warrants"), or any combination of the foregoing, either individually
          or as units consisting of one or more of the foregoing, each on terms
          to be determined at the time of sale.  The Debt Securities, the
          Preferred Stock, the Depositary Shares, the Common Stock, and the
          Warrants are sometimes hereinafter referred to, individually, as a
          "Security," and, collectively, as the "Securities."  The Securities
          shall be offered by the Company from time to time at an aggregate
          initial public offering price of up to $400,000,000. The Securities
          are to be issued pursuant to a Registration Statement on Form S-3 (the
          "Registration Statement") to be filed by the Company with the
          Securities and Exchange Commission on or about April 1, 1994.

               We are familiar with the proceedings to date by the Company
          with respect to the issuance and sale of the Securities and have
          examined such records, documents and matters of law as we have
          deemed necessary for purposes of this opinion.

               Based upon the foregoing, we are of the opinion that:

               
<PAGE>
                          BRONSON, BRONSON & MCKINNON

          Advanced Micro Devices, Inc.
          April 1, 1994
          Page 2


               1.   AMD is a corporation duly organized and validly
          existing under the laws of the State of Delaware.

               2.   When (a) appropriate additional proceedings have been
          taken as now contemplated by us as your counsel, (b) an indenture
          in the form of the indenture filed as Exhibit 4.6 to the
          Registration Statement under which the Debt Securities will be
          issued (the "Indenture") has been duly executed and delivered,
          (c) the terms of the Debt Securities have been established in
          accordance with the Indenture and duly adopted resolutions of
          AMD's Board of Directors authorizing the creation, issuance and
          sale of the Debt Securities, (d) the Debt Securities have been
          executed and authenticated in accordance with the terms of the
          Indenture, and (e) the Debt Securities have been issued, sold and
          delivered in the manner and for the consideration stated in the
          Registration Statement, any prospectus supplement relating
          thereto and the Indenture, the Debt Securities will be legal,
          valid and binding obligations of the Company.

               3.   When (a) the terms of any particular series of
          Preferred Stock have been established in accordance with the
          resolutions of AMD's Board of Directors authorizing the issuance
          and sale of Preferred Stock, (b) a statement of designation
          conforming to the Delaware General Corporation Law regarding the
          Preferred Stock has been filed with the Secretary of State of the
          State of Delaware, and (c) the Preferred Stock has been issued,
          sold and delivered in the manner and for the consideration stated
          in the Registration Statement, and any prospectus supplement
          relating thereto, and in accordance with the terms of the
          particular series as established by AMD's Board of Directors, the
          Preferred Stock will be duly and validly issued, fully paid and
          nonassessable.

               4.   When (a) Preferred Stock has been duly and validly
          issued pursuant to Paragraph 3 above, (b) the Preferred Stock has
          been deposited with a bank or trust company (which meets the
          requirements set forth in the Registration Statement) under one
          or more deposit agreements, substantially in the form of the form
          of the Deposit Agreement filed as Exhibit 4.7 to the Registration
          Statement, which have been duly authorized and validly executed,
          and (c) Depositary Shares, evidenced by depositary receipts, are
          issued, sold and delivered in the manner and for the
          consideration stated in the Registration Statement, and any
          prospectus supplement relating thereto, and in accordance with
          the appropriate depositary agreements, the Depositary Shares will
          be duly and validly issued, fully paid and nonassessable.

               5.   The Common Stock and accompanying Rights, when (a)

               
<PAGE>
                          BRONSON, BRONSON & MCKINNON

          Advanced Micro Devices, Inc.
          April 1, 1994
          Page 3

          appropriate additional proceedings have been taken as now
          contemplated by us as your counsel, (b) duly authorized by
          appropriate resolutions of AMD's Board of Directors, and (c)
          issued, sold and delivered in the manner and for the
          consideration stated in the Registration Statement, and any
          prospectus supplement relating thereto, will be duly and validly
          issued, fully paid and nonassessable.

               6.   When (a) appropriate additional proceedings have been
          taken as now contemplated by us as your counsel, (b) one or more
          warrant agreements (incorporating the form of Standard Common
          Stock Warrant Agent Provisions filed as Exhibit 4.9 to the
          Registration Statement) under which the Common Stock Warrants
          will be issued have been duly executed and delivered by the
          Company and a warrant agent, (c) the terms of the Common Stock
          Warrants have been established in accordance with the appropriate
          warrant agreement and duly adopted resolutions of AMD's Board of
          Directors authorizing the issuance and sale of the Common Stock
          Warrants and reserving an appropriate number of shares of Common
          Stock to be issued upon the exercise of the Common Stock
          Warrants, (d) the Common Stock Warrant certificates have been
          executed and authenticated in accordance with the terms of the
          appropriate warrant agreement, and (e) the Common Stock Warrants
          have been issued, sold and delivered in the manner and for the
          consideration stated in the Registration Statement, any
          prospectus supplement relating thereto and the appropriate
          warrant agreement, the Common Stock Warrants will be legal, valid
          and binding obligations of the Company and the shares of Common
          Stock that may be issuable upon the exercise of such Common Stock
          Warrants, when so issued in accordance with the terms of the
          appropriate warrant agreement and against payment of the exercise
          price or other consideration set forth therein, will be duly and
          validly issued, fully paid and nonassessable.

               In connection with our opinions expressed above, we have
          assumed that, at or prior to the time of the delivery of any such
          Security, the Registration Statement has been declared effective
          and there will not have occurred any change in law affecting the
          validity or enforceability of such Security.  We have also
          assumed that none of the terms of any Security to be established
          subsequent to the date hereof, nor the issuance and delivery of
          such Security, nor the conversion of such Security into another
          Security, nor the exercise of any right under such Security to
          acquire another Security, nor the compliance by the Company with
          the terms of such Security, will violate any applicable law or
          will result in a violation of any provision of any instrument or
          agreement then binding upon the Company or any restriction
          imposed by any court or governmental body having jurisdiction
          
<PAGE>
                          BRONSON, BRONSON & MCKINNON

          Advanced Micro Devices, Inc.
          April 1, 1994
          Page 4

          over the Company.  In addition, we express no opinion as to the
          effect of applicable bankruptcy, insolvency, fraudulent transfer,
          moratorium, reorganization or other laws of general applicability
          relating to or affecting creditors' rights and to general
          principles of equity.

               We are members of the Bar of the State of California and the
          foregoing opinion is limited to the laws of the State of
          California, the federal laws of the United States of America,
          the General Corporation Law of the State of Delaware and,
          solely with respect to the Indenture, the laws of the
          State of New York, without reference to choice of law provisions.

               We hereby consent to the filing of this opinion with the
          Securities and Exchange Commission in connection with the filing
          of the Registration Statement referred to above.  We also consent
          to the use of our name in the related prospectus and any
          prospectus supplement under the heading "Legal Matters."


                                   Bronson, Bronson & McKinnon



          VJB/ph

          GENBUS\AJM\32636\0200\OPIN-1.LTR
                 4209-Harris




<TABLE>
                                   ADVANCED MICRO DEVICES, INC.
               STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND
                    EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

                                   (in thousands, except ratio data)
<CAPTION>
Ratio  of earnings to fixed charges                                    Fiscal Years Ended
- -----------------------------------              -------------------------------------------------------------------
                                                 December 31,  December 30,  December 29,  December 27,  December 26,
                                                     1989          1990         1991           1992         1993
                                                 --------------------------------------------------------------------
<S>                                               <C>           <C>           <C>           <C>          <C>
Earnings:
  Income before taxes                               49,855       (53,552)      145,287       271,631      317,752
  Fixed charges per below                           28,242        29,282        34,859        31,848       17,871
    Less interest capitalized                       (3,097)      (11,876)       (4,299)       (6,026)      (7,084)
  Amortization of capitalized interest               1,460         1,697         2,420         2,953        3,758
                                                 --------------------------------------------------------------------
                                                    76,460       (34,449)      178,267       300,406      332,297
                                                 --------------------------------------------------------------------
Fixed charges:
  Interest expense per annual report                15,790         8,282        20,880        17,227        2,701
  Capitalized interest                               3,097        11,876         4,299         6,026        7,084
  Rent expense representative of interest            9,265         9,034         9,590         8,520        8,083
  Amortization of financing cost                        90            90            90            75            3
                                                 --------------------------------------------------------------------
                                                    28,242        29,282        34,859        31,848       17,871
                                                 --------------------------------------------------------------------
Ratio of earnings to fixed charges                    2.71          (a)           5.11          9.43        18.59


Ratio of earnings to combined fixed charges and
preferred stock dividends
- ------------------------------------------------

Earnings per above                                  76,460       (34,449)      178,267       300,406      332,297
                                                 --------------------------------------------------------------------
Fixed charges per above                             28,242        29,282        34,859        31,848       17,871
"Grossed-up" Preferred  stock dividends             11,250        10,350        10,350        11,500       14,375
                                                 --------------------------------------------------------------------
                                                    39,492        39,632        45,209        43,348
       32,246
                                                 --------------------------------------------------------------------
Earnings to fixed charges and preferred
  stock dividend ratio                                1.94          (a)           3.94          6.93        10.30

<FN>

(a) The amount of additional earnings required to cover fixed charges in the
    fiscal year ended December 30, 1990, was $63,731,000. The amount of additional
    earnings required to cover fixed charges and preferred stock dividends
    in the fiscal year ended December 30, 1990, was $74,081,000.

</TABLE>




              CONSENT OF INDEPENDENT AUDITORS

   We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Advanced Micro
Devices, Inc. and to the incorporation by reference therein of our reports dated
January 6, 1994, with respect to the consolidated financial statements of
Advanced Micro Devices, Inc. incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 26, 1993, and the related financial
statement schedules included therein, filed with the Securities and Exchange
Commission.

                                      ERNST & YOUNG


San Jose, California
April 1, 1994






                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                           SECTION 305(b)(2)_________

                    UNITED STATES TRUST COMPANY OF NEW YORK
             (Exact name of trustee as specified in its charter)


           New York                             13-5459866
(Jurisdiction of incorporation                (I.R.S. Employer
   or organization if not a                Identification Number)
     U.S. national bank)


      114 West 47th Street                       10036-1532
          New York, NY                           (Zip Code)
     (Address of principal
       executive offices)

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

                          Advanced Micro Devices, Inc.
              (Exact name of obligor as specified in its charter)

          Delaware                                      94-1692300
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                    Identification Number)


       One AMD Place                                    94088-3453
    Sunnyvale, California                               (Zip Code)
(Address of principal executive offices)

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

                                Debt Securities
                      (Title of the indenture securities)

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

<PAGE>

                                    GENERAL

1. GENERAL INFORMATION

   Furnish the following information as to the trustee:

   (a) Name and address of each examining or supervising authority to which it
       is subject.
         Federal Reserve Bank of New York (2nd District), New York, New York
           (Board of Governors of the Federal Reserve System)

         Federal Deposit Insurance Corporation, Washington, D.C.
         New York State Banking Department, Albany, New York

   (b) Whether it is authorized to exercise corporate trust powers.

       The Trustee is authorized to exercise corporate trust powers.


2.  AFFILIATIONS WITH THE OBLIGOR

       If the obligor is an affiliate of the trustee, describe each
       such affiliation.

       None

3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15.

       Advanced Micro Devices, Inc. is currently not in default under any of
       its outstanding securities for which United States Trust Company of
       New York is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9,
       10, 11, 12, 13, 14 and 15 of Form T-1 are not reqired under General
       Instruction B.

16. LIST OF EXHIBITS.

    T-1.1 - "Chapter 204, Laws of 1853, An Act to Incorporate United States
            Trust Company of New York, as Amended", is incorporated by reference
            to Exhibit T-1.1 to Form T-1 filed on September 20, 1991 with the
            Securities and Exchange Commission (the "Commission") pursuant to
            the Trust Indenture Act of 1939 (Registration No. 2221291).

    T-1.2 - The trustee was organized by a special act of the New York
            Legislature in 1853 prior to the time that the New York Banking Law
            was revised to require a Certificate of authority to commence
            business. Accordingly, under New York Banking Law, the Charter
            (Exhibit T-1.1) constitutes an equivalent of a certificate of
            authority to commence business.

    T-1.3 - The authorization of the trustee to exercise corporate trust powers
            is contained in the Charter (Exhibit T-1.1).

    T-1.4 - The By-laws of United States Trust Company of New York, as amended
            to date, are incorporated by reference to Exhibit T-1.4 to form
            T-1 filed on September 20, 1991 with the Commission pursuant to
            the Trust Indenture Act of 1939 (Registration No. 2221291).

    T-1.6 - The consent of the trustee required by Section 321(b) of the Trust
            Indenture Act of 1939.

    T-1.7 - A copy of the latest report of condition of the trustee published
            pursuant to law or the requirements of its supervising or examining
            authority.


<PAGE>

NOTE

As of March 23, 1994, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2 refers to each of United States Trust
Company of New York and its parent company, U.S. Trust Corporation.

In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon informaton furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.

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

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 23rd day
of March, 1994.


                          UNITED STATES TRUST COMPANY OF
                             NEW YORK, Trustee


                          By: /s/  Louis P. Young
                             -----------------------
                              Louis P. Young
                              Vice President

<PAGE>


                                 Exhibit T-1.6

             The consent of the trustee required by Section 321 (b)
                                  of the Act.

                    United States Trust Company of New York
                              114 West 47th Street
                                    New York
                                    NY 10036


March 31, 1992

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

Pursuant to the provisions of Section 321 (b) of the Trust Indenture Act of
1939, as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U. S.
Trust") hereby consents that reports of examinations of U. S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.

Very truly yours,

UNITED STATES TRUST COMPANY
      OF NEW YORK

By:  /s/ Gerard F. Ganey
    ------------------------
    Gerard F. Ganey
    Senior Vice President

<PAGE>

                                                      Exhibit T-1.7

                        American Banker, February 9, 1994
                        --------------------------------
                      CONSOLIDATED REPORT OF CONDITION OF
                              UNITED STATES TRUST
                              COMPANY OF NEW YORK

and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System,
at the close of business December 31, 1993, published in accordance with a call
made by the Federal Reserve Bank of this District pursuant to the provisions of
the Federal Reserve Act.

                                                            Dollar Amounts
                                                             in Thousands
                   ASSETS
Cash and balances due from depository institutions
  a. Noninterest-bearing balances and currency and coin..      $176,527
  b. Interest-bearing balances...........................        50,000
Securities...............................................       833,859
Federal funds sold and securities purchased under
  agreements to resell in domestic offices of the
  bank and of its Edge and Agreement subsidiaries and in IBFs:
  a. Federal funds sold...................................      205,000
  b. Securities purchased under agreements to resell......       32,000
Loans and lease financing receivables:
  a. Loans and leases, net of unearned income..  1,271,077
  b. LESS: Allowance for loan and lease losses.     11,928
  c. Loans and leases, net of unearned income, allowance,
     and reserve .........................................    1,259,149
Premises and fixed assets (including capitalized leases)..       98,896
Other real estate owned...................................       11,543
Investments in unconsolidated subsidiaries and
  associated companies....................................          725
Intangible assets.........................................          856
Other assets..............................................      256,699
                                                             ----------
 TOTAL ASSETS.............................................   $2,925,254
                                                             ==========

                   LIABILITIES
Deposits:
  a. In domestic offices...................................  $2,345,177
     (1) Noninterest-bearing.......1,228,335
     (2) Interest-bearing..........1,116,842
  b. In foreign offices, Edge and Agreement subsidiaries,
     and IBFs..............................................       5,617
     (1) Interest-bearing..............5,617
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
  a. Federal funds purchased...............................     211,921
  b. Securities sold under agreements to repurchase........      15,016
Demand notes issued to the U.S. Treasury...................      33,824
Other borrowed money.......................................          10
Mortgage indebtedness and obligations under capitalized
  leases...................................................       2,429
Subordinated notes and debentures..........................      12,453
Other liabilities..........................................     118,457
                                                              ---------
TOTAL LIABILITIES..........................................   2,744,904
                                                              ---------
                   EQUITY CAPITAL
Common stock...............................................      14,995
Surplus....................................................      41,500
Undivided profits and capital reserves....................      123,855
                                                              ----------
TOTAL EQUITY CAPITAL......................................      180,350
                                                              ----------
TOTAL LIABILITIES AND EQUITY CAPITAL.......................   $2,925,254
                                                              ==========


<PAGE>
   I, Richard E. Brinkmann, Senior Vice President & Comptroller of the
above-named bank do hereby declare that this report of condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                RICHARD E. BRINKMANN, SVP, Comptroller
                January 31, 1994

   We, the undersigned trustees, attest the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
    H.MARSHALL SCHWARZ
    JEFFREY S. MAURER                Trustees
    FREDERICK S. WONHAM