As filed with the Securities and Exchange Commission on May 16, 1996
                                                 Registration No. 333-03591
===========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                           --------------------
                             AMENDMENT NO. 1
                                    TO
                                 FORM S-4

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                           --------------------
                        Continental Airlines, Inc.
          (Exact name of registrant as specified in its charter)

           Delaware                4512                74-2099724
        (State or other     (Primary standard       (I.R.S. employer
        jurisdiction of         industrial           identification
       incorporation or     classification code          number)
         organization)            number)

                      2929 Allen Parkway, Suite 2010
                           Houston, Texas 77019
                              (713) 834-2950
            (Address, including zip code, and telephone number,
                   including area code, of registrant's
                       principal executive offices) 
                            -------------------
                          Jeffery A. Smisek, Esq.
           Senior Vice President, General Counsel and Secretary
                        Continental Airlines, Inc.
                      2929 Allen Parkway, Suite 2010
                           Houston, Texas 77019
                              (713) 834-2950
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)

                       Copies of correspondence to:

                           Michael L. Ryan, Esq.
                    Cleary, Gottlieb, Steen & Hamilton
                             One Liberty Plaza
                         New York, New York  10006
                             -----------------
     Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
                             -----------------
  If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box:  (   )

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

<PAGE>
                      INTRODUCTORY NOTE

     This Amendment No. 1 to Registration Statement 333-03591 is
being filed with the Securities and Exchange Commission in order
to include Exhibits 5.1 and 25.1 thereto.  The Prospectus which forms
a part of this Amendment No. 1 is identical to the Prospectus as
filed with the Securities and Exchange Commission on May 13, 1996,
which Prospectus is not separately included in this Amendment No. 1.

<PAGE>
             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers.

     The Company's Certificate of Incorporation and bylaws
provide that the Company will indemnify each of its directors and
officers to the full extent permitted by the laws of the State of
Delaware and may indemnify certain other persons as authorized by
the Delaware General Corporation Law (the "GCL").  Section 145 of
the GCL provides as follows:

     "(a)  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted  in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

     (b)  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     (c)  To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     (d)  Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections
(a) and (b). Such determination shall be made (1) by a majority
vote of the board of directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.

     (e)  Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate. 


     (f)  The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.

     (g)  A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this
section.  

     (h)  For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent for such constituent corporation, or
is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had
continued. 

     (i)  For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to
in this section.  

     (j)  The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (k)  The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under
any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.  The Court of Chancery may summarily
determine a corporation's obligation to advance expenses
(including attorneys' fees)."

     The Certificate of Incorporation and bylaws also limit the
personal liability of directors to the Company and its
stockholders for monetary damages resulting from certain breaches
of the directors' fiduciary duties.  The bylaws of the Company
provide as follows:

     "No Director of the Corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a Director, except for liability (i)
for any breach of the Director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the GCL, or
(iv) for any transaction from which the Director derived any
improper personal benefit. If the GCL is amended to authorize
corporate action further eliminating or limiting the personal
liability of Directors, then the liability of Directors of the
Corporation shall be eliminated or limited to the full extent
permitted by the GCL, as so amended."  

     The Company maintains directors' and officers' liability
insurance.

Item 21.  Exhibits.

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

4.1*      Indenture dated September 28, 1995 for the 10.22%
          Series A Senior Unsecured Notes and the 10.22% Series B
          Senior Unsecured Notes between Continental and the
          Trustee

4.2*      Form of 10.22% Series B Senior Unsecured Sinking Fund
          Note

5.1**     Opinion of Cleary, Gottlieb, Steen & Hamilton as to the
          validity of the Series B Notes

10.1*     Form of Exchange Agreement among Continental and the
          holders of the Series A Notes

10.2*     Registration Rights Agreement among Continental and the
          holders of the Series A Notes

10.3      Amendment to Stockholders' Agreement dated April 19,
          1996 among the Company, Air Partners and Air Canada
          (incorporated by reference to the Company's
          Registration Statement on Form S-3 (File No. 333-
          02701))

10.4      Amended and Restated Registration Rights Agreement
          dated April 19, 1996 among the Company, Air Partners
          and Air Canada (incorporated by reference to the
          Company's Registration Statement on Form S-3 (File No.
          333-02701))

10.5      Form of Warrant Purchase Agreement between the Company
          and Air Partners (incorporated by reference to the
          Company's Registration Statement on Form S-3 (File No.
          333-02701))

12.1*     Computation of Ratio of Earnings to Fixed Charges

23.1*     Consent of Ernst & Young LLP

23.2**    Consent of Cleary, Gottlieb, Steen & Hamilton (included
          in its opinion filed as Exhibit 5.1)

24.1*     Powers of Attorney

25.1**    Form T-1, Statement of Eligibility under the Trust
          Indenture Act of Bank One, Texas, N.A.

99.1*     Form of Letter of Transmittal

99.2*     Form of Notice of Guaranteed Delivery

99.3*     Form of Letter to Brokers, Dealers, Commercial Banks,
          Trust Companies and Other Nominees

99.4*     Form of Letter to Clients

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

*    Previously filed

**   Filed herewith


Item 22.  Undertakings.

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 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.

     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
foregoing provisions, 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 any such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether or not such indemnification is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

     The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form,
within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally
prompt means.  This includes information contained in documents
filed subsequent to the effective date of the registration
statement through the date of responding to the request.

     The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.

     The undersigned registrant hereby undertakes that:

          (1)  For purposes 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 a 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.

          (2)  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.


<PAGE>

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-4 and has duly caused this amendment to the Registration Statement 
to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Houston, State of Texas, on May 16, 1996.

                              CONTINENTAL AIRLINES, INC.


                              By:  /s/ Jeffery A. Smisek
                                 ---------------------------
                                  Jeffery A. Smisek
                                  Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933,
this amendment to the Registration Statement has been signed by 
the following persons in the capacities and on the dates indicated, 
on May 16, 1996.

Signature                        Title
- ---------                        -----

            *
- -----------------------------
Gordon M. Bethune                President, Chief Executive
                                 Officer (Principal Executive
                                 Officer) and Director
/s/ Lawrence W. Kellner
- -----------------------------    
Lawrence W. Kellner              Senior Vice President and Chief
                                 Financial Officer (Principal
                                 Financial Officer)

/s/ Michael P. Bonds
- -----------------------------    
Michael P. Bonds                 Staff Vice President and
                                 Controller
                                 (Principal Accounting Officer)

            *
- -----------------------------
Thomas J. Barrack, Jr.           Director

            *
- -----------------------------
David Bonderman                  Director

            *
- -----------------------------
Gregory D. Brenneman             Director

            *
- -----------------------------
Joel H. Cowan                    Director

            *
- -----------------------------
Patrick Foley                    Director

            *
- -----------------------------
Rowland C. Frazee, C.C.          Director

            *
- -----------------------------
Hollis L. Harris                 Director

            *
- -----------------------------
Dean C. Kehler                   Director

            *
- -----------------------------
Robert L. Lumpkins               Director

            *
- -----------------------------
Douglas H. McCorkindale          Director

            *
- -----------------------------
David E. Mitchell, O.C.          Director

            *
- -----------------------------
Richard W. Pogue                 Director

            *
- -----------------------------
William S. Price III             Director

            *
- -----------------------------
Donald L. Sturm                  Director

            *
- -----------------------------
Claude I. Taylor, O.C.           Director

            *
- -----------------------------
Karen Hastie Williams            Director

            *
- -----------------------------
Charles A. Yamarone              Director
                                 

*By: /s/ SCOTT R. PETERSON
    ------------------------------------
    Scott R. Peterson, Attorney-in-fact

<PAGE>

                          EXHIBIT INDEX

Exhibit
Number    Exhibit Description
- -------   -------------------
4.1*      Indenture dated September 28, 1995 for the 10.22%
          Series A Senior Unsecured Notes and the 10.22% Series B
          Senior Unsecured Notes between Continental and the
          Trustee

4.2*      Form of 10.22% Series B Senior Unsecured Sinking Fund
          Note

5.1**     Opinion of Cleary, Gottlieb, Steen & Hamilton as to the
          validity of the Series B Notes

10.1*     Form of Exchange Agreement among Continental and the
          holders of the Series A Notes

10.2*     Registration Rights Agreement among Continental and the
          holders of the Series A Notes

10.3      Amendment to Stockholders' Agreement dated April 19,
          1996 among the Company, Air Partners and Air Canada
          (incorporated by reference to the Company's
          Registration Statement on Form S-3 (File No. 333-
          02701))

10.4      Amended and Restated Registration Rights Agreement
          dated April 19, 1996 among the Company, Air Partners
          and Air Canada (incorporated by reference to the
          Company's Registration Statement on Form S-3 (File No.
          333-02701))

10.5      Warrant Purchase Agreement dated May 2, 1996 between
          the Company and Air Partners (incorporated by reference
          to the Company's Registration Statement on Form S-3
          (File No. 333-02701))

12.1*     Computation of Ratio of Earnings to Fixed Charges

23.1*     Consent of Ernst & Young LLP

23.2**    Consent of Cleary, Gottlieb, Steen & Hamilton (included
          in its opinion filed as Exhibit 5.1)

24.1*     Powers of Attorney

25.1**    Form T-1, Statement of Eligibility under the Trust
          Indenture Act of Bank One, Texas, N.A.

99.1*     Form of Letter of Transmittal

99.2*     Form of Notice of Guaranteed Delivery

99.3*     Form of Letter to Brokers, Dealers, Commercial Banks,
          Trust Companies and Other Nominees

99.4*     Form of Letter to Clients

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

*    Previously filed

**   Filed herewith





Writer's Direct Dial:  (212) 225-2420



                          May 16, 1996


Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019

          Re:  Continental Airlines, Inc. 
               Registration Statement on Form S-4

Ladies and Gentlemen:

          We have acted as your counsel in connection with the
above-referenced Registration Statement on Form S-4 (File No.
333-03591) (the "Registration Statement") filed on May 13, 1996
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), in respect of the
10.22% Series B Senior Unsecured Sinking Fund Notes due July 1,
2000 (the "Series B Notes"), to be offered by Continental
Airlines, Inc. (the "Company") in exchange for all of its
outstanding 10.22% Series A Senior Unsecured Sinking Fund Notes
due July 1, 2000 (the "Series A Notes").  The Series B Notes are
to be issued under an indenture (the "Indenture") between the
Company and Bank One, Texas, N.A., as trustee (the "Trustee").

          We have participated in the preparation of the
Registration Statement and have reviewed originals or copies
certified or otherwise identified to our satisfaction of such
documents and records of the Company and such other instruments
and other certificates of public officials, officers and
representatives of the Company
 and such other persons, and we
have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.

          Based on the foregoing, and subject to the further
assumptions and qualifications set forth below, it is our opinion
that when the Series B Notes, in the form filed as an exhibit to
the Registration Statement, have been duly executed and
authenticated in accordance with the Indenture, and duly issued
and delivered by the Company in exchange for an equal principal
amount of Series A Notes pursuant to the terms of the
Registration Rights Agreement filed as an exhibit to the
Registration Statement, the Series B Notes will be legal, valid,
binding and enforceable obligations of the Company, entitled to
the benefits of the Indenture, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally
and to general principles of equity.

          The foregoing opinion is limited to the law of the
State of New York and the General Corporation Law of the State of
Delaware.

          We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the reference to
this firm in the Registration Statement and the related
prospectus under the heading "Legal Matters," without admitting
that we are "experts" within the meaning of the Act or the rules
and regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration
Statement, including this Exhibit.

                              Very truly yours,
                              
                              CLEARY, GOTTLIEB, STEEN & HAMILTON


                              By /s/ Stephen H. Shalen
                                -------------------------------
                                  Stephen H. Shalen, a partner










                                         Registration No. 333-03591

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                                  FORM T-1

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

                            BANK ONE, TEXAS, NA

                         Not Applicable 75-2270994
                  (State of Incorporation (I.R.S. Employer
                if not a national bank) Identification No.)

                 1717 Main, 7th Floor, Dallas, Texas 75201
       (Address of trustee's principal (Zip Code) executive offices)


                                Ted Kravits
                               Trust Officer
                       c/o Bank One Trust Company, NA
                           100 East Broad Street
                         Columbus, Ohio 43271-0181
                               (614) 248-2566
         (Name, address and telephone number of agent for service)


                         Continental Airlines, Inc.
            (Exact name of obligor as specified in its charter)

                   Delaware                       74-2099724
        (State or other jurisdiction of        (I.R.S.Employer
        incorporation or organization)       Identification No.)


                       2929 Allen Parkway, Suite 2010
                      Houston, Texas 77019 (Zip Code)
                  (Address of principal executive offices)


            10.22% Series B Senior Unsecured Sinking Fund Notes
                              due July 1, 2000

                    (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.

               Comptroller of the Currency, Washington,
 D.C.
               Federal Reserve Bank, Dallas, Texas
               Federal Deposit Insurance Corporation, Washington, D.C.
               National Bank Examiners, Dallas, Texas

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

               The trustee is authorized to exercise corporate trust
               powers.

     2.   Affiliations with Obligor and Underwriters.
          If the obligor is an affiliate of the trustee, describe each
          such affiliation.

          The obligor is not an affiliate of the trustee.

     16.  List of Exhibits
          List below all exhibits filed as a part of this statement of
          eligibility and qualification.  (Exhibits identified in
          parentheses, on file with the Commission, are incorporated
          herein by reference as exhibits hereto.)

     Exhibit 1 - A copy of the Articles of Association of the trustee
     as now in effect.
     Exhibit 1 to Form T-1, filed as a part of the Registration
     Statement (Registration No. 33-40838) on Form S-1 of Dr Pepper
     Company and Dr Pepper/Seven-Up Companies, Inc.

     Exhibit 2 - A copy of the Certificate of Authority of the trustee
     to commence business, see Exhibit 2 to Form T-1, filed as a part
     of the Registration Statement (Registration No. 33-40838) on Form
     S-1 of Dr Pepper Company and Dr Pepper/Seven-Up Companies, Inc.

     Exhibit 3 - A copy of the Authorization of the trustee to
     exercise corporate trust powers, Exhibit 3 to Form T-1, filed as
     a part of the Registration Statement (Registration No. 33-40838)
     on Form S-1 of Dr Pepper Company and Dr Pepper/Seven-Up
     Companies, Inc.

     Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.
     Exhibit 4 to Form T-1, filed as a part of the Registration
     Statement (Registration No. 33-40838) on Form S-1 of Dr Pepper
     Company and Dr Pepper/Seven-Up Companies, Inc.

     Exhibit 5 - Not applicable.
<PAGE>





     Exhibit 6 - The consent of the trustee required by Section 321(b)
     of the Trust Indenture Act of 1939, as amended.

     Exhibit 7 - Report of Condition of the trustee as of the close of
     business on December 31, 1995, published pursuant to the
     requirements of the Comptroller of the Company.

     Exhibit 8 - Not applicable.

     Exhibit 9 - Not applicable.

     Items 3 through 15 are not answered pursuant to General
     Instruction B which requires responses to Item 1, 2 and 16 only,
     if the obligor is not in default.
<PAGE>





                                 SIGNATURE

          Pursuant to the requirements of the Trust Indenture Act of
     1939, as amended, the Trustee, Bank One, Texas, NA, a national
     banking association organized under the National Banking Act, has
     duly caused this statement of eligibility and qualification to be
     signed on its behalf by the undersigned, thereunto duly
     authorized, all in Houston, Texas on May 16, 1996.


                                   Bank One, Texas, NA


                                   By: /s/ Roark Ashie
                                      ----------------------------
                                      Roark Ashie
                                      Vice President
<PAGE>






                                 EXHIBIT 6


     Securities and Exchange Commission
     Washington, D.C. 20549


     CONSENT


     The undersigned, designated to act as Trustee under the Indenture
     for Continental Airlines, Inc. described in the attached
     Statement of Eligibility and Qualification, does hereby consent
     that reports of examinations by Federal, State, Territorial, or
     District Authorities may be furnished by such authorities to the
     Commission upon the request of the Commission.

     This Consent is given pursuant to the provision of Section 321(b)
     of the Trust Indenture Act of 1939, as amended.


                              Bank One, Texas, NA


     Dated: May 16, 1996      By: /s/ Roark Ashie
                                 ------------------------------
                                 Roark Ashie
                                 Vice President
<PAGE>

   Board of Governors of the Federal Reserve System
   OMB Number:  7100-0036

   Federal Deposit Insurance Corporation
   OMB Number: 3064-0052

   Office of the Comptroller of the Currency
   OMB Number:  1557-0081

   Expires March 31, 1999

   Federal Financial Institutions Examination Council
   -----------------------------------------------------------------
     
                 INTERNAL           Please refer to page i,   /1/
                                    Table of Contents, for           
                                    the required disclosure
                                    of estimated burden

   -----------------------------------------------------------------
   Consolidated Reports of Condition and Income for
   A Bank With Domestic and Foreign Offices -- FFIED 031

   Report at the close of business March 31, 1996    (960331)
                                                     (RCR 9999)

   This report is required by law:  12 U.S.C. Sec. 324 (State member 
   banks); 12 U.S.C. Sec. 1817 (State nonmember banks); and 12 U.S.C. 
   Sec. 161 (National banks).

   This report form is to be filed by banks with branches and
   consolidated subsidiaries in U.S. territories and possessions,
   Edge or Agreement subsidiaries, foreign branches, consolidated
   foreign subsidiaries, or International Banking Facilities.
   -----------------------------------------------------------------
   NOTE:  The Reports of Condition and Income must be signed by an
   authorized officer and the Report of Condition must be attested
   to by not less than two directors (trustees) for State nonmember
   banks and three directors for State member and National banks.

   I,   Bobby Doxey
      ---------------------------------------------------------
      Name and Title of Officer Authorized to Sign Report

   of the named bank do hereby declare that these Reports of
   Condition and Income (including the supporting schedules) have
   been prepared in conformance with the instructions issued by the
   appropriate Federal regulatory authority and are true to the best
   of my knowledge and belief.

      /s/  Bobby Doxey
      ----------------------------------------------------------


          4/30/96
      ----------------------------------------------------------
      Date of Signature

   The Reports of Condition and Income are to be prepared in
   accordance with Federal regulatory authority instructions.
<PAGE>

   NOTE:  These instructions may in some cases differ from generally
   accepted accounting principles.

   We, the undersigned directors (trustees), attest to the
   correctness of this Report of Condition (including the supporting
   schedules) 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 appropriate Federal
   regulatory authority and is true and correct.

      /s/  Ronald G. Steinhart
      -----------------------------------------------------------
      Director (Trustee)

      /s/
      -----------------------------------------------------------
      Director (Trustee)

      /s/
      -----------------------------------------------------------
      Director (Trustee)

   -----------------------------------------------------------------
   For Banks Submitting Hard Copy Report Forms:

   State Member Banks:  Return the original and one copy to the
   appropriate Federal Reserve District Bank.

   State Nonmember Banks:  Return the original only in the special
   return address envelope provided.  If express mail is used in
   lieu of the special return address envelope, return the original
   only to the FDIC, c/o Quality Data Systems, 2127 Espey Court
   Suite 204, Crofton, MD 21114.

   National Banks:  Return the original only in the special return
   address envelope provided.  If express mail is used in lieu of
   the special return address envelope, return the original only to
   the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite 204,
   Crofton, MD 21114.
   -----------------------------------------------------------------
<PAGE>

   FDIC Certificate Number   27474

   CALL NO. 195                   31          03-31-96

   STBK:  48-1996  00088 STCERT:  48-27474

   BANK ONE, TEXAS, NATIONAL ASSOCIATION
   P.O. BOX 225415
   DALLAS, TX  75222-5415

   Board of Governors of the Federal Reserve System, Federal Deposit Insurance
   Corporation, Office of the Comptroller of the Currency
<PAGE>

   Bank One, Texas, N.A.   Call Date: 03/31/96   ST-BK:  48-1996   FFIEC  031
   1717 Main Street
   Dallas, TX  75201       Vendor ID: D          CERT: 27474      Page RI - 4

   Transit Number: 11100061


   Consolidated Report of Income
   For the period January 1, 1996 - March 31, 1996

   All Report of Income schedules are to be reported on a calendar year-to-
   date basis in thousands of dollars.

   Schedule RI - Income Statement                                   I480  <-  
                                                  Dollar Amounts in Thousands
                                                               
                                                 RIAD          
    1.  Interest income:                                       
        a.  Interest and fee income on loans:                        
            (1) In domestic offices:                                 
                (a) Loans secured by real
                    estate                       4011       74,793    1.a.1a
                (b) Loans to depository
                    institutions                 4019          129    1.a.1b
                (c) Loans to finance
                    agricultural production
                    and other loans to
                    farmers                      4024        1,257    1.a.1c
                (d) Commercial and industrial
                    loans                        4012       59,433    1.a.1d
                (e) Acceptances of other
                    banks                        4026          122    1.a.1e
                (f) Loans to individuals for
                    household, family and
                    other personal
                    expenditures:
                    (1) Credit cards and
                        related plans            4054       34,968    1.a.1f1
                    (2) Other                    4055       51,965    1.a.1f2
                (g) Loans to foreign
                    governments and official
                    institutions                 4056            0    1.a.1g
                (h) Obligations (other than
                    securities and leases) of
                    states and political
                    subdivisions in the U.S.:
                    (1) Taxable obligations      4503          205    1.a.1h1
                    (2) Tax-exempt
                        obligations              4504          236    1.a.1h2
                (i) All other loans in
                    domestic offices             4058        8,140    1.a.1i
            (2) In foreign offices, Edge and
                Agreement subsidiaries, and
                IBFs                             4059            0    1.a.2
        b.  Income from lease financing
            receivables:
            (1) Taxable leases                   4505        5,313    1.b.1
            (2) Tax-exempt leases                4307          563    1.b.2
        c.  Interest income on balances due
            from depository institutions: (1)
            (1) In domestic offices              4105        4,972    1.c.1
<PAGE>

                                                  Dollar Amounts in Thousands
                                                               
                                                 RIAD                 
            (2) In foreign offices, Edge and
                Agreement subsidiaries, and
                IBFs                             4106            0    1.c.2
        d.  Interest and dividend income on
            securities:
            (1) U.S. Treasury securities and
                U.S. Government agency and
                corporation obligations          4027       51,423    1.d.1
            (2) Securities issued by states
                and political subdivisions in
                the U.S.:
                (a) Taxable securities           4506          392    1.d.2a
                (b) Tax-exempt securities        4507        6,583    1.d.2b
            (3) Other domestic debt
                securities                       3657       32,022    1.d.3
            (4) Foreign debt securities          3658        1,214    1.d.4
            (5) Equity securities (including
                investments in mutual funds)     3659          455    1.d.5
        e.  Interest income from trading
            assets                               4069            0    1.e
        f.  Interest income on 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            4020        1,641    1.f
        g.  Total interest income (sum of
            items 1.a through 1.f)               4107      335,826    1.g

   ____________
   (1) Includes interest income on time certificates of deposit not held for
   trading.
<PAGE>

                                       RIAD   Year-to date
    2.  Interest expense:                              
        a.  Interest on deposits:                      
            (1) Interest on deposits
                in domestic offices:                   
                (a) Transaction
                    accounts (NOW
                    accounts, ATS
                    accounts, and
                    telephone and
                    preauthorized
                    transfer
                    accounts)          4508       1,739               2.a.1a
                (b) Nontransaction
                    accounts:
                    (1) Money market
                        deposit
                        accounts
                        (MMDAs)        4509      53,102               2.a.1b1
                    (2) Other savings
                        deposits       4511       3,343               2.a.1b2
                    (3) Time
                        certificates
                        of deposit of
                        $100,000 or
                        more           4174      10,709               2.a.1b3
                    (4) All other
                        time deposits  4512      47,994               2.a.1b4
            (2) Interest on deposits
                in foreign offices,
                Edge and Agreement
                subsidiaries, and
                IBFs                   4172       7,279               2.a.2
        b.  Expense of 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   4180      13,793               2.b
        c.  Interest on demand notes
            issued to the U.S.
            Treasury, trading
            liabilities, and other
            borrowed money             4185       9,392               2.c
        d.  Interest on mortgage
            indebtedness and
            obligations under
            capitalized leases         4072           3               2.d
        e.  Interest on subordinated
            notes and debentures       4200           0               2.e
        f.  Total interest expense
            (sum of items 2.a through
            2.e)                       4073     147,354               2.f
    3.  Net interest income (item 1.g
        minus 2.f)                     4074                188,472    3.
    4.  Provisions:
        a.  Provision for loan and
            lease losses               4230                 27,309    4.a
        b.  Provision for allocated
            transfer risk              4243                      0    4.b
<PAGE>

                                       RIAD   Year-to date
    2.  Interest expense:                              
        a.  Interest on deposits:                                     
    5.  Noninterest income:
        a.  Income from fiduciary
            activities                 4070       7,141               5.a
        b.  Service charges on
            deposit accounts in
            domestic offices           4080      44,389               5.b
        c.  Trading revenue (must
            equal Schedule RI, sum of
            Memorandum items 8.a
            through 8.d)               A220         691               5.c
        d.  Other foreign transaction
            gains (losses)             4076           0               5.d
        e.  Not applicable
        f.  Other noninterest income:
            (1) Other fee income       5407      25,944               5.f.1
            (2) All other noninterest
                income                 5408       5,892               5.f.2
        g.  Total noninterest income
            (sum of items 5.a through
            5.f)                       4079                 84,057    5.g
    6.  a.  Realized gains (losses)
            on held-to-maturity
            securities                 3521                      0    6.a
        b.  Realized gains (losses)
            on available-for-sale
            securities                 3196                    408    6.b
    7.  Noninterest expense:
        a.  Salaries and employee
            benefits                   4135      41,819               7.a
        b.  Expenses of premises and
            fixed assets (net of
            rental income) (excluding
            salaries and employee
            benefits and mortgage
            interest)                  4217      15,461               7.b
        c.  Other noninterest
            expense*                   4092     124,434               7.c
        d.  Total noninterest expense
            (sum of items 7.a through
            7.c)                       4093                181,714    7.d
    8.  Income (loss) before income
        taxes and extraordinary items
        and other adjustments (item 3
        plus or minus items 4.a, 4.b,
        5.g, 6.a, 6.b, and 7.d)        4301                 63,914    8.
    9.  Applicable income taxes (on
        item 8)                        4302                 19,973    9.
    10. Income (loss) before
        extraordinary items and other
        adjustments (item 8 minus 9)   4300                 43,941    10.
    11. Extraordinary items and other
        adjustments:
        a.  Extraordinary items and
            other adjustments, gross
            of income taxes*           4310           0               11.a
        b.  Applicable income taxes
            (on item 11.a)*            4315           0               11.b
<PAGE>

                                       RIAD   Year-to date
    2.  Interest expense:                              
        a.  Interest on deposits:                                     
        c.  Extraordinary items and
            other adjustments, net of
            income taxes (item  11.a
            minus 11.b)                4320                      0    11.c
    12. Net income (loss) (sum of
        items 10 and 11.c)             4340                 43,941    12.

   _________________
   *   Describe on Schedule RI-E - Explanations
<PAGE>


   Memoranda

                                                                      I481 <- 
                                            Dollar Amounts in Thousands
                                                 
                                                       Year-to
                                               RIAD      date
    1.  Interest expense incurred to carry
        tax-exempt securities, loans, and
        leases acquired after August 7,
        1986, that is not deductible for
        federal income tax purposes            4513     1,250    M.1
    2.  Income from the sale and servicing
        of mutual funds and annuities in
        domestic offices (included in
        Schedule RI, item 8)                   8431      983     M.2
    3.  Not applicable                                      
    4.  Not applicable
                                                        Number
    5.  Number of full-time equivalent
        employees on payroll at end of
        current period (round to nearest
        whole number)                          4150    4,218     M.5

    6.  Not applicable.                                MM DD YY
    7.  If the reporting bank has restated
        its balance sheet as a result of
        applying push down accounting this
        calendar year, report the date of
        the bank's acquisition                9,106      N/A     M.7
                                                           
    8.  Trading revenue (from cash
        instruments and off-balance sheet
        derivative instruments)                RIAD     Year-to-date
        (Sum of Memorandum items 8.a through
        8.d must equal Schedule RI, item
        5.c):
        a.  Interest rate exposures            8757        0     M.8.a
        b.  Foreign exchange exposures         8758      691     M.8.b
        c.  Equity security and index
            exposures                          8759        0     M.8.c
        d.  Commodity and other exposures      8760        0     M.8.d
    9.  Impact on income of off-balance
        sheet derivatives held for purposes
        other than trading:
        a.  Net increase (decrease) to
            interest income                    8761   (4,709)    M.9.a
        b.  Net (increase) decrease to
            interest expense                   8762     (785)    M.9.b
        c.  Other (noninterest) allocations    8763    2,870     M.9.c
    10. Credit losses on off-balance sheet
        derivatives (see instructions)         A251        0     M.10
<PAGE>

   Schedule RI-A - Changes in Equity Capital
   Indicate decreases and losses in parentheses.
                                                                       I483 <-

                                                   Dollar Amounts in Thousands
                                                      RIAD
   1.  Total equity capital originally reported 
       in the December 31, 1995, Reports of                            
       Condition and Income                           3215    1,418,257    1.
   2.  Equity capital adjustments from amended 
       Reports of Income, net*                        3216            0    2.
   3.  Amended balance end of previous calendar 
       year (sum of items 1 and 2)                    3217    1,418,257    3.
   4.  Net income (loss) (must equal Schedule RI, 
       item 12)                                       4340       43,941    4.
   5.  Sale, conversion, acquisition, or retirement 
       of capital stock, net                          4346            0    5.
   6.  Changes incident to business combinations, 
       net                                            4356            0    6.
   7.  LESS: Cash dividends declared on preferred 
       stock                                          4470            0    7.
   8.  LESS: Cash dividends declared on common 
       stock                                          4460            0    8.
   9.  Cumulative effect of changes in accounting 
       principles from prior years* (see
       instructions for this schedule)                4411            0    9.
   10. Corrections of material accounting errors 
       from prior years* (see instructions for
       this schedule)                                 4412            0   10.
   11. Change in net unrealized holding gains 
       (losses) on available--for--sales 
       securities                                     8433     (26,906)   11.
   12. Foreign currency translation 
       adjustments                                    4414            0   12.
   13. Other transactions with parent holding 
       company* (not included in items 5, 7, 
       or 8 above)                                    4415            0   13.
   14. Total equity capital end of current 
       period (sum of items 3 through 13) (must 
       equal Schedule RC, item 28)                    3210    1,435,292   14.

   ________________
   *  Describe on Schedule RI-E - Explanations.
<PAGE>

   Schedule RI-B - Charge-offs and Recoveries and Changes in Allowance for
   Loan and Lease Losses

   Part I.  Charge-offs and Recoveries on Loans and Leases

   Part I excludes charge-offs and recoveries through the allocated transfer
   risk reserve.                                                        I486<-

                                                   Dollar Amounts in Thousands

                                            -----calendar year-to-date--------

                                                   (Column                     

                                              (Column 
                                                        A)           B)
                                                    Charge       Recov-
                                                     -offs        eries

                                              RIAD          RIAD
   1.  Loans secured by real estate:
       a.  To U.S. addresses (domicile)       4651   1,727  4661    524  1.a
       b.  To non-U.S. addresses (domicile)   4652       0  4662      0  1.b
   2.  Loans to depository institutions 
       and acceptance of other banks:
       a.  To U.S. banks and other U.S. 
           depository institutions            4653       0  4663      0  2.a
       b.  To foreign banks                   4654       0  4664      0  2.b
   3.  Loans to finance agricultural 
       production and other loans to 
       farmers                                4655      70  4665      0   3.
   4.  Commercial and industrial loans:
       a.  To U.S. addresses (domicile)       4645   1,277  4617    341  4.a
       b.  To non-U.S. addresses (domicile)   4646       0  4618      0  4.b
   5.  Loans to individuals for household, 
       family and other personal 
       expenditures:
       a.  Credit cards and related plans     4656  10,244  4666  1,146  5.a
       b.  Other (includes single payment, 
           installment, and all student 
           loans)                             4657  10,336  4667  3,897  5.b
   6.  Loans to foreign governments and 
       official institutions                  4643       0  4627      0   6.
   7.  All other loans                        4644       0  4628     18   7.
   8.  Lease financing receivables:
       a.  Of U.S. addresses (domicile)       4658     489  4668     78  8.a
       b.  Of non-U.S. addresses (domicile)   4659       0  4669      0  8.b
   9.  Total (sum of items 1 through 8)       4635  24,143  4605  6,004   9.
<PAGE>

   Part I. Continued

   Memoranda


                                                   Dollar Amounts in Thousands

                                            -----calendar year-to-date--------

                                                (Column                        

                                       (Column 
                                                     A)          B)
                                                 Charge      Recov-
                                                  -offs       eries

                                            RIAD         RIAD
   1.-3.   Not applicable.
   4.  Loans to finance commercial real 
       estate, construction and land 
       development activities (not secured 
       by real estate) included in Schedule 
       RI-B, part I, items 4 and 7, above   5409      0  5410     7      M.4
   5.  Loans secured by real estate in 
       domestic offices (included in 
       Schedule RI-B, part I, item 1, 
       above):
       a.  Construction and land 
           development                      3582      0  3583    83    M.5.a
       b.  Secured by farmland              3584      0  3585     4    M.5.b
       c.  Secured by 1-4 family 
           residential properties:
           (1) Revolving, open-end loans 
               secured by 1-4 family 
               residential properties and 
               extended under lines of 
               credit                       5411    110  5412     5   M.5.c1
           (2) All other loans secured 
               by 1-4 family
               residential properties       5413  1,521  5414   348    M.5c2
       d.  Secured by multifamily (5 or 
           more) residential properties     3588      0  3589     1    M.5.d
       e.  Secured by nonfarm 
           nonresidential properties        3590     96  3591    83    M.5.e

   Part II.  Changes in Allowance for Loan and Lease Losses


                                                   Dollar Amounts in Thousands
                                                         RIAD
   1.  Balance originally reported in the 
       December 31, 1995, Reports of Condition 
       and Income                                        3124   109,788   1.
   2.  Recoveries (must equal part I, item 9, 
       column B above)                                   4605     6,004   2.
   3.  LESS: Charge-offs (must equal part I, 
       item 9, column A above)                           4635    24,143   3.
   4.  Provision for loan and lease losses 
       (must equal Schedule R1, item 4.a)                4230    27,309   4.
   5.  Adjustments* (see instructions for 
       this schedule)                                    4815         0   5.
   6.  Balance end of current period (sum of 
       items 1 through 5) must equal Schedule RC,
<PAGE>

       item 4.b)                                         3123   118,958   6.
   ____________
   *  Describe on Schedule RI-E - Explanations.
<PAGE>

   Schedule RI-C - Applicable Income Taxes by Taxing Authority
                                                                               

                                                            I489<-

   Schedule RI-C is to be reported 
   with the December Report of Income.             Dollar Amounts in Thousands
                                                         RIAD
   1.  Federal                                           4780       N/A   1.
   2.  State and Local                                   4790       N/A   2.
   3.  Foreign                                           4795       N/A   3.
   4.  Total (sum of items 1 through 3) 
       (must equal sum of Schedule RI, items 9 
       and 11.b)                                         4770       N/A   4.
   5.  Deferred portion of item 4                        4772       N/A   5.
<PAGE>

   Schedule RI-D - Income from International Operations

   For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
   where international operations account for more than 10 percent of total
   revenues, total assets, or net income.
                                                                        I492<-

   Part I.  Estimated Income from 
   International Operations                        Dollar Amounts in Thousands
                                                         RIAD      Year
                                                                   -to-
                                                                   Date
   1.  Interest income and expense booked 
       at foreign offices, Edge and Agreement
       subsidiaries and IBFs:
       a.  Interest income booked                        4837       N/A  1.a
       b.  Interest expense booked                       4838       N/A  1.b
       c.  Net interest income booked at foreign 
           offices, Edge and Agreement subsidiaries
           and IBFs (item 1.a minus 1.b)                 4839       N/A  1.c
   2.  Adjustments for booking location of 
       international operations:
       a.  Net interest income attributable to 
           international operations booked at 
           domestic offices                              4840       N/A  2.a
       b.  Net interest income attributable to 
           domestic business booked at foreign
           offices                                       4841       N/A  2.b
       c.  Net booking location adjustment 
           (item 2.a minus 2.b)                          4842       N/A  2.c
   3.  Noninterest income and expense attributable 
       to international operations
       a.  Noninterest income attributable to 
           international operations                      4097       N/A  3.a
       b.  Provision for loan and lease losses 
           attributable to international operations      4235       N/A  3.b
       c.  Other noninterest expense attributable 
           to international operations                   4239       N/A  3.c
       d.  Net noninterest income (expense) 
           attributable to international operations 
           (item 3.a minus 3.b and 3.c)                  4843       N/A  3.d
   4.  Estimated pretax income attributable to 
       international operations before capital 
       allocation adjustment (sum of items 1.c, 2.c, 
       and 3.d)                                          4844       N/A   4.
   5.  Adjustment to pretax income attributable to 
       international operations to reflect the 
       effects of equity capital on overall bank 
       funding costs                                     4845       N/A   5.
   6.  Estimated pretax income attributable to 
       international operations after capital
       allocation adjustment (sum of items 4 and 5)      4846       N/A   6.
   7.  Income taxes attributable to income from 
       international operations as estimated in 
       item 6                                            4797       N/A   7.
   8.  Estimated net income attributable to 
       international operations (item 6 minus 7)         4341       N/A   8.
<PAGE>

   Memoranda


                                                   Dollar Amounts in Thousands
                                                         RIAD
   1.  Intracompany interest income included 
       in item 1.a above                                 4847       N/A  M.1
   2.  Intracompany interest expense included 
       in item 1.b above                                 4848       N/A  M.2



   Part II.  Supplementary Details on Income from International Operations
   Required by the Departments of Commerce and Treasury for Purposes of the
   U.S. International Accounts and the U.S. National Income and Product
   Accounts

                                                   Dollar Amounts in Thousands
                                                         RIAD      Year
                                                                   -to-
                                                                   date
   1.  Interest income booked at IBFs                    4849       N/A   1.
   2.  Interest expense booked at IBFs                   4850       N/A   2.
   3.  Noninterest income attributable to 
       international operations booked at domestic
       offices (excluding IBFs):
       a.  Gains (losses) and extraordinary 
       items                                             5491       N/A  3.a
       b.  Fees and other noninterest income             5492       N/A  3.b
   4.  Provision for loan and lease losses 
       attributable to international operations booked 
       at domestic offices (excluding IBFs)              4852       N/A   4.
   5.  Other noninterest expense attributable 
       to international operations booked at 
       domestic offices (excluding IBFs)                 4853       N/A 5.  
<PAGE>

   Schedule RI - E Explanations

   Schedule RI-E is to be completed each quarter on a calendar year-to-date
   basis.

   Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items
   and other adjustments in Schedule RI, and all significant items of other
   noninterest income and other noninterest expense in Schedule RI.  (See
   instructions for details.)                                    I495<-

                                                   Dollar Amounts in Thousands



   1.  All other noninterest income (from 
       Schedule RI, item 5.f.(2))
       Report amounts that exceed 10% of 
       Schedule RI, item 5.f.(2):                        RIAD     Year
                                                                  -to-
                                                                  date
       a.  Net gains on other real estate owned          5415        0    1.a
       b.  Net gains on sales of loans                   5416        0    1.b
       c.  Net gains on sales of premises and 
           fixed assets                                  5417        0    1.c
       Itemize and describe the three largest 
       other amounts that exceed 10% of Schedule 
       RI, item 5.f.(2):
           TEXT:                                         RIAD
       d.  4461: Securitization Reserve 
                 Fund Releases                           4461    3,925    1.d
       e.  4462: Corporate Owned Life Insurance          4462    1,162    1.e
       f.  4463:                                         4463      N/A    1.f
   2.  Other noninterest expense (from Schedule R1, 
       item 7.c):
       a.  Amortization expense of intangible assets     4531    1,413    2.a
       Report amounts that exceed 10% of Schedule 
       RI, item 7.c:
       b.  Net losses on other real estate owned         5418        0    2.b
       c.  Net losses on sales of loans                  5419   32,604    2.c
       d.  Net losses on sales of premises 
           and fixed assets                              5420        0    2.d
       Itemize and describe the three largest 
       other amounts that exceed 10% of
       Schedule RI, item 7.c:
           TEXT:                                         RIAD
       e.  4464: Intercompany Item Processing            4464   35,315    2.e
       f.  4467:                                         4467      N/A    2.f
       g.  4468:                                         4468      N/A    2.g
   3.  Extraordinary items and other adjustments 
       (from Schedule RI, item 11.a) and applicable
       income tax effect (from Schedule RI, 
       item 11.b) (itemize and describe all 
       extraordinary items and other adjustments):
           TEXT:                                         RIAD
       a.  (1) 4469:                                     4469        0  3.a.1
           (2) Applicable income tax effect              4486        0  3.a.2
       b.  (1) 4487:                                     4487        0  3.b.1
           (2) Applicable income tax income              4488        0  3.b.2
       c.  (1) 4489:                                     4489        0  3.c.1
           (2) Applicable income tax effect              4491        0  3.c.2
   4.  Equity capital adjustments from amended 
<PAGE>

       Reports of Income (from Schedule RI-A, 
       item 2) (itemize and describe all adjustments):
           TEXT:                                         RIAD
       a.  (1) 4492:                                     4492      N/A    4.a
           (2) 4493:                                     4493      N/A    4.b
   5.  Cumulative effect of changes in accounting 
       principles from prior years (from Schedule
       RI-A, item 9) (itemize and describe all 
       changes in accounting principles):
           TEXT:                                         RIAD
       a.  4494:                                         4494      N/A    5.a
       b.  4495:                                         4495      N/A    5.b
   6.  Corrections of material accounting errors 
       from prior years (from Schedule RI-A, item
       10) (itemize and describe all corrections):
           TEXT:                                         RIAD
       a.  4496:                                         4496      N/A    6.a
       b.  4497:                                         4447      N/A    6.b
   7.  Other transactions with parent holding company 
       (from Schedule RI-A, item 13) (itemize
       and describe all such transactions):
           TEXT:                                         RIAD
       a.  4498:                                         4498      N/A    7.a
       b.  4499:                                         4499      N/A    7.b
   8.  Adjustments to allowance for loan and lease 
       losses (from Schedule RI-B, part II,
       item 5) (itemize and describe all adjustments):
           TEXT:                                         RIAD
       a.  4521:                                         4521      N/A    8.a
       b.  4522:                                         4522      N/A    8.b

   9.  Other explanations (the space below is provided for the bank to briefly
       describe, at it option, any other significant items affecting the
       Report of Income):                     I498 I499<-    
       No comment:                           X    (RIAD 4769)
       Other explanations (please type or print clearly):
       (TEXT 4769)
<PAGE>

   Consolidated Report of Condition for Insured Commercial and 
   State-Chartered Savings Banks for March 31, 1996

   All schedules are to be reported in thousands of dollars.  Unless otherwise
   indicated, report the amount outstanding as of the last business day of the
   quarter.                                                            C400 <-

   Schedule RC-B Balance Sheet

                                                   Dollar Amounts in Thousands
   ASSETS

   1.  Cash and balances due from depository 
       institutions (from Schedule RC-A):              RCAD
       a.  Noninterest-bearing balances and 
           currency and coin (1)                       0081    900,723    1.a
       b.  Interest-bearing balances (2)               0071    304,954    1.b
   2.  Securities:
       a.  Held-to-maturity securities (from 
       Schedule RC-B, column A)                        1754    188,444    2.a
       b.  Available-for-sale securities (from 
           Schedule RC-B, column D)                    1773  5,853,871    2.b
   3.  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                          0276    224,914    3.a
       b.  Securities purchased under agreements 
           to resell                                   0277      1,142    3.b
   4.  Loans and lease financing receivables:
       a.  Loans and leases, net of unearned 
           income                                                 RCFD
           (from Schedule RC-C)                        2122 10,737,544    4.a
       b.  LESS:  Allowance for loan and lease 
           losses                                                 3123118,958
   4.b
       c.  LESS:  Allocated transfer risk reserve      3128          0    4.c
       d.  Loans and leases, net of unearned 
           income, allowance, and reserve (item 
           4.a minus 4.b and 4.c)                      2125 10,618,586    4.d
   5.  Trading assets (from Schedule RC-D)             3545          0     5.
   6.  Premises and fixed assets (including 
       capitalized leases)                             2145    178,638     6.
   7.  Other real estate owned (from Schedule RC-M)    2150      5,113     7.
   8.  Investments in unconsolidated subsidiaries 
       and associated companies (from Schedule 
       RC-M)                                                      2130    693
   8.
   9.  Customers' liability to this bank on 
       acceptances outstanding                         2155      3,427     9.
   10. Intangible assets (from Schedule RC-M)          2143     16,328    10.
   11. Other assets (from Schedule RC-F)               2160    359,098    11.
   12. Total assets (sum of items 1 through 11)        2170 18,655,931    12.
   ___________________
   (1) Includes cash items in process of collection and unposted debits.
   (2) Includes time certificates of deposit not held for trading.  
<PAGE>

   Schedule RC - Continued
                                                   Dollar Amounts in Thousands

   LIABILITIES

   13. Deposits:
       a.  In domestic offices (sum of totals          RCON
           of columns A and C from Schedule RC-E, 
           part 1)                                     2200 14,967,073   13.a
                                  RCON
           (1) Noninterest
               -bearing (1)       6631    3,505,812                    13.a.1
           (2) Interest
               -bearing           6636   11,461,261                    13.a.2
                                                                               

                                         RCFN  
       b.  In foreign offices, Edge and Agreement 
           subsidiaries, and IBFs (from Schedule 
           RC-E, part II)                              2200    489,220   13.b
                                  RCFN
           (1) Noninterest
               -bearing           6631            0                    13.b.1
           (2) Interest
               -bearing           6636      489,220                    13.b.2
   14. 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:
                                                       RCFD
       a.  Federal funds purchased                     0278    562,829   14.a
       b.  Securities sold under agreements 
           to repurchase                               0279          7   14.b
                                                       RCON
   15. a.  Demand notes issued to the U.S. 
           Treasury                                    2840    313,333   15.a
                                                       RCFD
       b.  Trading liabilities (from Schedule 
           RC-D)                                       3548        645   15.b
   16. Other borrowed money:
       a.  With a remaining maturity of one 
           year or less                                2332    301,905   16.a
       b.  With a remaining maturity of more 
           than one year                               2333          0   16.b
   17. Mortgage indebtedness and obligations 
       under capitalized leases                        2910        140    17.
   18. Bank's liability on acceptances executed 
       and outstanding                                 2920      3,427    18.
   19. Subordinated notes and debentures               3200          0    19.
   20. Other liabilities (from Schedule RC-G)          2930    582,060    20.
   21. Total liabilities (sum of items 13 
       through 20)                                     2948 17,220,639    21.
   22. Limited-life preferred stock and related 
       surplus                                         3282          0    22.

   EQUITY CAPITAL
                                                       RCFD
   23. Perpetual preferred stock and related 
       surplus                                         3838          0    23.
   24. Common stock                                    3230    224,000    24.
   25. Surplus (exclude all surplus related to 
       preferred stock)                                3839    786,541    25.
   26. a.  Undivided profits and capital 
<PAGE>

           reserves                                    3632    401,295   26.a
       b.  Net unrealized holding gains (losses) 
           on available-for-sale securities            8434     23,456   26.b
   27. Cumulative foreign currency translation 
       adjustments                                     3284          0    27.
   28. Total equity capital (sum of items 23 
       through 27)                                     3210  1,435,292    28.
   29. Total liabilities, limited-life preferred 
       stock and equity capital (sum of items 
       21, 22, and 28)                                 3300 18,655,931    29.

   Memorandum
   To be reported only with the March Report 
   of Condition.
   1.  Indicate in the box at the right the 
       number of the statement below that best 
       describes the most comprehensive level 
       of auditing work performed for the bank 
       by independent external auditors as of          RCFD     Number
       any date during 1995                            6724          2    M.1

   ___________________
   (1) Includes total demand deposits and noninterest-bearing time and savings
       deposits.
<PAGE>

   1 = Independent audit of the bank conducted in accordance with generally
       accepted standards by a certified public accounting firm which submits
       a report on the bank
   2 = Independent audit of the bank's parent holding company conducted in
       accordance with generally accepted auditing standards by a certified
       public accounting firm which submits a report on the consolidated
       holding company (but not on the bank separately)
   3 = Directors' examination of the bank conducted in accordance with
       generally accepted auditing standards by a certified public accounting
       firm (may be required by state chartering authority)
   4 = Directors' examination of the bank performed by other external auditors
       (may be required by state chartering authority)
   5 = Review of the bank's financial statements by external auditors
   6 = Compilation of the bank's financial statements by external auditors
   7 = Other audit procedures (excluding tax preparation work)
   8 = No external audit work
<PAGE>


   Schedule RC-A - Cash and Balances Due From Depository Institutions

   Exclude assets held for trading.
                                                                       C405 <-
                                                   Dollar Amounts in Thousands
                                           (Column A)        (Column B)
                                    RCFD Consolidated   RCON   Domestic
                                                 Bank           Offices
   1.  Cash items in process 
       of collection, unposted 
       debits, and currency 
       and coin                     0022      774,439                     1.
       a.  Cash items in process 
           of collection and 
           unposted debits                              0020    537,777  1.a
       b.  Currency and coin                            0080    236,662  1.b
   2.  Balances due from depository 
       institutions in the U.S.                         0082     64,945   2.
       a.  U.S. branches and 
           agencies of foreign 
           banks (including 
           their IBFs)          008302.a
       b.  Other commercial banks 
           in the U.S. and other 
           depository institutions 
           in the U.S. (including 
           their IBFs)              0085       64,945                    2.b
   3.  Balances due from banks 
       in foreign countries and 
       foreign central banks                            0070    288,303   3.
       a.  Foreign branches of 
           other U.S. banks         0073      283,500                    3.a
       b.  Other banks in foreign 
           countries and foreign 
           central banks            0074        4,803                    3.b
   4.  Balances due from Federal 
       Reserve                      0090       77,990   0090     77,990   4.
   5.  Total (sum of items 1 
       through 4) (total of 
       column A must equal 
       Schedule RC, sum of 
       items 1.a and 1.b)           0010    1,205,677   0010  1,205,677   5.


   Memorandum
                                                   Dollar Amounts in Thousands
   1.  Noninterest-bearing balances 
       due from commercial banks 
       in the U.S. (included in                         RCON
       item 2, column B above)                          0050     43,491  M.1


   Schedule RC-B - Securities

   Exclude assets held for trading.
                                                                       C410 <-
                                                   Dollar Amounts in Thousands

                                                           Held-to-maturity    

                                                                     Available
for Sale   
                                          (Column A)                           

         (Column B)     (Column C)     (Column D)
<PAGE>

                                           Amortized      Fair        
Amortized        Fair   
                       Cost        Value            Cost                       

                                                        Value  (1)   
                  RCFD         RCFD         RCFD           RCFD
   1.  U.S. 
       Treasury
       securities
                  0211       0 0213         1286   475,997 1287   474,782  1.
   2.  U.S. 
       Government
       agency and
       corporation
       obligations 
       (exclude
       mortgage-
       backed
       securities):
       a. Issued by 
          U.S.
          Government
          agencies
          (2)
                  RCFD         RCFD         RCFD           RCFD
                  1289       0 1290       0 1291   120,801 1293   121,869 2.a
       b. Issued by 
          U.S.
          Government-
          sponsored
          agencies (3)
                  1294       0 1295       0 1297    48,547 1298    49,358 2.b

   ___________________
   (1) Includes equity securities without readily determinable fair values at
       historical cost in item 6.c, column D.
   (2) Includes Small Business Administration "Guaranteed Loan Pool
       Certificates," U.S. Maritime Administration obligations, and Export-
       Import Bank participation Certificates.
   (3) Includes obligations (other than mortgage-backed securities) issued by
       the Farm Credit System, the Federal Home Loan Bank System, the Federal
       Home Loan Mortgage Corporation, the Federal National Mortgage
       Association, the Financing Corporation, Resolution Funding Corporation,
       the Student Loan Marketing Association, and the Tennessee Valley
       Authority.
<PAGE>

                                                           Held-to-maturity    

                                                                     Available
for Sale   
                                          (Column A)                           

         (Column B)     (Column C)     (Column D)
                                           Amortized      Fair        
Amortized        Fair   
                       Cost        Value            Cost                       

                                                        Value  (1)   
   3.  Securities
       issued by
       states and
       political
       subdivisions 
       in the U.S.:
       a. General
          obligations
                  RCFD         RCFD         RCFD           RCFD
                  1676 107,084 1677 106,437 1678   449,245 1679   445,566 3.a
       b. Revenue
         obligations
                  1681  20,347 1686  20,319 1690    85,666 1691    84,858 3.b
       c. Industrial
          development
          and similar
          obligations
                  1694       0 1695       0 1696         0 1697         0 3.c

   4.  Mortgage-backed
       securities (MBS):
       a. Pass-through
          securities:
       (1) Guaranteed
           by GNMA
                  1698       0 1699       0 1701   305,246 1702   317,891 4a1
       (2) Issued by
           FNMA and
           FHLMC
                  1703  56,766 1705  57,941 1706   963,264 1707   979,421 4a2
       (3) Other pass-
           through
           securities
                  1709     547 1710     546 1711    43,309 1713    43,328 4a3
       b. Other
          mortgage-
          backed 
          securities
          (include CMOs,
          REMICs, and
          stripped MBS):
         (1) Issued or
             guaranteed
             by FNMA,
             FHLMC, or
             GNMA
                  RCFD         RCFD         RCFD           RCFD
                  1714       0 1715       0 1716 1,275,770 1717 1,286,623 4b1
         (2) Collateralized
             by MBS issued
             or guaranteed
             by FNMA,
             FHLMC,
             or GNMA
                  RCFD         RCFD         RCFD           RCFD
                  1718     360 1719     367 1731       320 1732       321 4b2
         (3) All other 
<PAGE>

             mortgage-
             backed
             securities
                  1733       0 1734       6 1735 1,002,689 1736 1,004,471 4b3
   5.  Other debt 
       securities:
       a. Other 
          domestic
          debt
          securities
                  RCFD         RCFD         RCFD           RCFD
                  1737       0 1738       0 1739   971,777 1741   970,123 5.a
       b. Foreign debt
          securities
                  1742   3,340 1743   3,340 1744    44,670 1746    44,775 5.b
   6.  Equity 
       securities:
       a. Investment
          in mutual
          funds                             1747         0 1748         0 6.a
       b. Other equity
          securities
          with readily
          determinable
          fair values
                                            1749         0 1751         0 6.b
       c. All other
          equity
          securities(1)                     1752    30,485 1753    30,485 6.c
   7.  Total (sum of items
       1 through 6)(total 
       of column A must 
       equal Schedule RC,
       item 2.a)(total
       of column D must
       equal Schedule RC,
       item 2.b)
                  1754 188,444 1771 188,956 1772 5,817,786 1773 5,853,871  7.
   ________________
   (1) Includes equity securities without readily determinable fair values at
       historical cost in itme 6.3, column D.
<PAGE>

   Schedule RC-B - Continued

   Memoranda
                                                                       C412 <-

                                                   Dollar Amounts in Thousands

                                                   RCFD
   1.  Pledged securities (2)                      0416   2,303,096       M.1
   2.  Maturity and repricing data for debt 
       securities (2,3,4)(excluding those in 
       nonaccrual status):
       a.  Fixed rate debt securities with a 
           remaining maturity of:
           (1) Three months or less                0343      12,599    M.2.a1
           (2) Over three months through 
               12 months                           0344      42,271    M.2.a2
           (3) Over one year through five years    0345   1,078,314    M.2.a3
           (4) Over five years                     0346   2,284,154    M.2.a4
           (5) Total fixed rate debt securities 
               (sum of Memorandum items 2.a.(1)
               through 2.a.(4))                    0347   3,417,338    M.2.a5
       b.  Floating rate debt securities with 
           a repricing frequency of:
           (1) Quarterly or more frequently        4544   2,431,230    M.2.b1
           (2) Annually or more frequently, but 
               less frequently than quarterly      4545     163,261    M.2.b2
           (3) Every five years or more 
               frequently, but less frequently 
               than annually                       4551           0    M.2.b3
           (4) Less frequently than every five 
               years                               4552           0    M.2.b4
           (5) Total floating rate debt 
               securities (sum of Memorandum 
               items 2.b.(1) through 2.b.(4))      4553   2,594,491    M.2.b5
       c.  Total debt securities (sum of 
           Memorandum items 2.a.(5) and 2.b.(5)) 
           (must equal total debt securities 
           from Schedule RC-B, sum of items 1 
           through 5, columns A and D, minus 
           nonaccrual debt securities included 
           in Schedule RC-N, item 9, column C)     0393   6,011,829     M.2.c
   3.  Not applicable
   4.  Held-to-maturity debt securities 
       restructured and in compliance with 
       modified terms (included in Schedule 
       RC-B, items 3 through 5, column A, 
       above                                     5,365.           0       M.4
   5.  Not applicable
   6.  Floating rate debt securities with a 
       remaining maturity of one year or less 
       (2,4) (included in Memorandum items 
       2.b.(1) through 2.b.(4) above)              5519       3,615       M.6
   7.  Amortized cost of held-to-maturity 
       securities sold or transferred to 
       available-for-sale or trading securities 
       during the calendar year-to-date 
       (report the amortized cost at
       date of sale or transfer)                   1778           0       M.7
   8.  High-risk mortgage securities (included 
       in the held-to-maturity and available-
<PAGE>

       for-sale accounts in Schedule RC-B, 
       item 4.b):
       a.  Amortized cost                          8780           0     M.8.a
       b.  Fair value                              8781           0     M.8.b
   9.  Structured notes (included in the held-
       to-maturity and available-for-sale
       accounts in Schedule RC-B, items 2, 
       3, and 5):
       a.  Amortized cost                          8782           0     M.9.a
       b.  Fair value                              8783           0     M.9.b


   ________________
   (2) Includes held-to-maturity securities at amortized cost and available-
       for-sale securities at fair value.
   (3) Exclude equity securities, e.g., investments in mutual funds, Federal
       Reserve stock, common stock and preferred stock.
   (4) Memorandum items 2 and 6 are not applicable to saviongs banks that must
       complete supplement Schedule RC-J.
<PAGE>

   Schedule RC-C - Loans and Lease Financing Receivables

   Part I.  Loans and Leases

   Do not deduct the allowance for loan and lease losses from amounts reported
   in this schedule.  Report total loans and leases, net of unearned income. 
   Exclude assets held for trading.
                                                                       C415 <-
                                                   Dollar Amounts in Thousands

                                           (Column A)        (Column B)
                                    RCFD Consolidated   RCON   Domestic
                                                 Bank           Offices
   1.  Loans secured by real 
       estate                       1410    3,989,931                      1.
       a.  Construction and 
           land development                             1415    475,070   1.a
       b.  Secured by farmland 
           (including farm 
           residential and
           other improvements)                          1420      4,616   1.b
       c.  Secured by 1-4 family 
           residential properties:
           (1) Revolving, open-end 
               loans secured by 
               1-4 family 
               residential 
               properties and 
               extended under 
               lines of credit                          1797    483,632  1.c1
           (2) All other loans 
               secured by 1-4 
               family
               residential 
               properties:
               (a) Secured by 
                   first liens                          5367  1,601,269 1.c2a
               (b) Secured by 
                   junior liens                         5368    428,490 c.c2b
       d.  Secured by multifamily 
           (5 or more) residential
           properties                                   1460    142,932   1.d
       e.  Secured by nonfarm 
           nonresidential properties                    1480    853,922   1.e
   2.  Loans to depository 
       institutions:
       a.  To commercial banks 
           in the U.S.                                  1505      2,833   2.a
           (1) To U.S. branches 
               and agencies of 
               foreign banks        1506            0                    2.a1
           (2) To other commercial 
               banks in the U.S.    1507        2,833                    2.a2
       b.  To other depository 
           institutions in 
           the U.S.                 1517        2,005   1517      2,005   2.b
       c.  To banks in foreign 
           countries                                    1510     14,478   2.c
           (1) To foreign branches 
               of other U.S. banks  1513            0                    2.c1
           (2) To other banks in 
<PAGE>

               foreign countries    1516       14,478                    2.c2
   3.  Loans to finance 
       agricultural production 
       and other loans to farmers   1590       56,877   1590     56,877    3.
   4.  Commercial and industrial 
       loans:
       a.  To U.S. addresses 
           (domicile)               1763    3,166,728   1763  3,166,728   4.a
       b.  to non-U.S. addresses 
           (domicile)               1764       65,731   1764     65,731   4.b
   5.  Acceptances of other 
       banks:
       a.  Of U.S. banks            1756            0   1756          0   5.a
       b.  Of foreign banks         1757        3,547   1757      3,547   5.b
   6.  Loans to individuals for 
       household, family and other
       personal expenditures 
       (i.e., consumer loans) 
       (includes purchased paper)                       1975  2,302,528    6.
       a.  Credit cards and 
           related plans 
           (includes check
           credit and other 
           revolving credit 
           plans)                   2008      892,664                     6.a
       b.  Other (includes 
           single payment, 
           installment, and 
           all student loans)       2011    1,409,864                     6.b
   7.  Loans to foreign 
       governments and official 
       institutions (including 
       foreign central banks)       2081            0   2081          0    7.
   8.  Obligations (other than 
       securities and leases) of
       states and political 
       subdivisions in the U.S. 
       (includes nonstated 
       industrial development 
       obligations)                 2107       22,026   2107     22,026    8.
   9.  Other loans                  1563      783,758                      9.
       a.  Loans for purchasing 
           or carrying securities 
           (secured and unsecured)                      1545     25,655   9.a
       b.  All other loans 
           (exclude consumer 
           loans)                                       1564    758,103   9.b
   10. Lease financing receivables 
       (net of unearned income)                         2165    327,102   10.
       a.  Of U.S. addresses 
           (domicile)               2182      327,102                    10.a
       b.  Of non-U.S. addresses 
           (domicile)               2183            0                    10.b
   11. LESS:  Any unearned income 
       on loans reflected in items
       1-9 above                    2123            0   2123          0   11.
   12. Totals loans and leases, 
       net of unearned income 
       (sum of items 1 through 
       10 minus item 11) (total 
       of column must equal 
<PAGE>

       Schedule RC, item 4.a)       2122   10,737,544   2122 10,737,544   12.
<PAGE>

   Schedule RC-C - Continued

   Part I.  Continued

   Memoranda                                       Dollar Amounts in Thousands

                                           (Column A)        (Column B)
                                    RCFD Consolidated   RCON   Domestic
                                                 Bank           Offices
   1.  Commercial paper included 
       in Schedule RC-C, part I,
       above                        1946            0   1946          0   M.1
   2.  Loans and leases 
       restructured and in 
       compliance with modified 
       terms (included in 
       Schedule RC-C, part I,
       above, and not reported 
       as past due or nonaccrual
       in Schedule RC-N, 
       Memorandum item 1):
       a.  Loans secured 
           by real estate:
           (1) To U.S. addresses 
               (domicile)           1687            0                  M.2.a1
           (2) To non-U.S. 
               addresses 
               (domicile)           1689            0                  M.2.a2
       b.  All other loans and 
           all lease financing 
           receivables (exclude 
           loans to individuals 
           for household, family,
           and other personal 
           expenditures)            8691            0                   M.2.b
       c.  Commercial and 
           industrial loans to 
           and lease financing 
           receivables of non-
           U.S. addresses
           (domicile) included 
           in Memorandum item 
           2.b above                8692            0                   M.2.c
   3.  Maturity and repricing 
       data for loans and 
       lease (1) (excluding 
       those in nonaccrual 
       status):
       a.  Fixed rate loans 
           and leases with a 
           remaining maturity
           of:
           (1) Three months 
               or less              0348      157,066                  M.3.a1
           (2) Over three months 
               through 12 months    0349      291,338                  M.3.a2
           (3) Over one year 
               through five years   0356    1,806,292                  M.3.a3
           (4) Over five years      0357      929,846                  M.3.a4
           (5) Total fixed rate 
               loans and leases 
<PAGE>

               (sum of Memorandum 
               items 3.a.(1) 
               through 3.a.(4))     0358    3,184,542                  M.3.a5
       b.  Floating rate loans 
           with a repricing 
           frequency of:
           (1) Quarterly or 
               more frequently      4554    5,899,351                  M.3.b1
           (2) Annually or more 
               frequently, but 
               less frequently
               than quarterly       4555    1,376,861                  M.3.b2
           (3) Every five years 
               or more frequently, 
               but less frequently 
               than annually        4561      246,714                  M.3.b3
           (4) Less frequently 
               than every five 
               years                4564        2,029                  M.3.b4
           (5) Total floating rate 
               loans (sum of 
               Memorandum
               items 3.b.(1) 
               through 3.b.(4))     4567    7,514,955                  M.3.b5
       c.  Total loans and leases 
           (sum of Memorandum items
           3.a.(5) and 3.b.(5)) 
           (must equal the sum of 
           total loans and leases, 
           net from Schedule RC-R,
           part I, item 12, plus 
           unearned income from 
           Schedule RC-C, part I, 
           item 11, minus total 
           accrual loans and
           leases from Schedule 
           RC-N, sum of items 1 
           through 8, column C)     1479   10,699,497                   M.3.c
       d.  Floating rate loans 
           with a remaining 
           maturity of
           one year or less 
           (included in Memorandum
           items 3.b.(1) through 
           3.b.(4) above            A246    1,728,254                   M.3.d
   4.  Loans to finance commercial 
       real estate, construction,
       and land development 
       activities (not secured by 
       real estate) (included in 
       Schedule RC-C, part I, 
       items 4 and 9, column A, 
       page RC-6(2)                 2746       23,645                     M.4
   5.  Loans and leases held 
       for sale (included in
       Schedule RC-C, part I, 
       above)                       5369            0                     M.5
   6.  Adjustable rate closed-end 
       loans secured by first liens
       on 1-4 family residential 
       properties (included in
<PAGE>

       Schedule RC-C part I, 
       item 1.c.(2)(a), column B,
       page RC-6)                   5370      956,462                     M.6


   ________________
   (1) Memorandum item 3 is not applicable to savings banks that must complete
       supplemental Schedule RC-J.
   (2) Exclude loans secured by real estate that are included in Schedule RC-
       C, part I, item 1, column A.
<PAGE>

   Schedule RC-D - Trading Assets and Liabilities
   Schedule RC-D is to be completed only by banks with $1 billion or more in
   total assets or with $2 billion or more in par/notional amount of off-
   balance sheet derivative contracts (as reported in Schedule RC-L, items
   14.a through 14.e, columns A through D).
                                                                       C420 <-

                                                   Dollar Amounts in Thousands

   ASSETS
                                                               RCON
   1.  U.S. Treasury securities in domestic 
       offices                                     3531           0        1.
   2.  U.S. Government agency and corporation 
       obligations in domestic offices (exclude
       mortgage-backed securities                  3532         N/A        2.
   3.  Securities issued by states and political 
       subdivisions in the U.S. in domstic
       offices                                     3533           0        3.
   4.  Mortgage-backed securities (MBS) in 
       domestic offices:
       a.  Pass-through securities issued or 
           guaranteed by FNMA, FHLMC, or GNMA      3534         N/A       4.a
       b.  Other mortgage-backed securities 
           issued or guaranteed by FNMA, FHLMC, 
           or GNMA (include CMOs, REMICs, and 
           stripped MBS)                           3535         N/A       4.b
       c.  All other mortgage-backed securities    3536         N/A       4.c
   5.  Other debt securities in domestic offices   3537         N/A        5.
   6.  Certificates of deposit in domestic 
       offices                                     3538         N/A        6.
   7.  Commercial paper in domestic offices        3539         N/A        7.
   8.  Bankers acceptances in domestic offices     3540         N/A        8.
   9.  Other trading assets in domestic offices    3541           0        9.
   10. Trading assets                              RCFN
       in foreign offices                          3542         N/A       10.
   11. Revaluation gains on interest rate, 
       foreign exchange rate, and other commodity 
       and equity contracts:                       RCON
       a.  In domestic office                      3543         N/A      11.a
       b.  In foreign                              RCFN
           offices                                 3544         N/A      11.b
   12. Total trading assets (sum of items 
       1 through 11)                               RCFD
       (must equal Schedule RC, item 5)            3545           0       12.


   LIABILITIES
   13. Liability for short positions               3546         645       13.
   14. Revaluation losses on interest rate, 
       foreign exchange rate, and other 
       commodity and equity contracts              3547         N/A       14.
   15. Total trading liabilities (sum of 
       items 13 and 14)(must equal Schedule RC,
       item 15.b)                                  3548         645       15.
<PAGE>

   Schedule RC-E - Deposit Liabilities

   Part I.  Deposits in Domestic Offices
                                                                       C425 <-

                                                   Dollar Amounts in Thousands

                                                                               

                                       Nontransaction
                                                                         
Transaction Accounts               Accounts
                                                                  
- --------------------------------                                               

                --------------
                            (Column A)       (Column B)        (Column C)
                                 Total
                           transaction                                         

      Total demand             Total
                              accounts                                         

   demand deposits                                                             

  nontransaction
                                                 (including total       
(included          accounts
                                                  Demand Deposits      in
column a                                                             
(including MMDAs)
                                                 ----------------              

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

                           ----------------
                       RCON             RCON             RCON
   Deposits of:
   1. Individuals, 
      partnerships 
      and 
      corporations     2201  3,566,022  2240  3,222,475  2346  11,077,384  1.
   2. U.S. Government  2202     25,290  2280     25,259  2520         295  2.
   3. States and 
      political 
      subdivisions in
      the U.S.         2203     52,017  2290     35,883  2530      54,589  3.
   4. Commercial banks 
      in the U.S.      2206    121,766  2310    121,714  2550       1,419  4.
   5. Other depository 
      institutions in 
      the U.S.         2207      2,715  2312      2,707  2349         598  5.
   6. Banks in foreign 
      countries        2213      6,394  2320      6,394  2236           0  6.
   7. Foreign 
      governments and 
      official institu-
      tions (including 
      foreign central 
      banks)           2216        147  2300        147  2377           0  7.
   8. Certified and 
      official checks  2330     58,437  2330     58,437                    8.
   9. Total (sum of 
      items 1 through 
      8) (sum of
      columns A and C 
      must equal 
      Schedule RC,
      item 13.a)       2215  3,832,788  2210  3,473,016  2385  11,134,285  9.


   Memoranda
                                                   Dollar Amounts in Thousands

   1.  Selected components of total deposits 
       (i.e., sum of item 9, columns A and C):     RCON
       a.  Total Individual Retirement Accounts 
           (IRAs) and Keogh Plan accounts          6835   1,011,373     M.1.a
       b.  Total brokered deposits                 2365          46     M.1.b
       c.  Fully insured brokered deposits 
<PAGE>

           (included in Memorandum item 1.b 
           above):
           (1) Issued in denominations of less 
               than $100,000                       2343          46    M.1.c1
       (2) Issued either in denominations 
           of $100,000 or in denominations 
           greater than $100,000 and participated 
           out by the broker in shares of 
           $100,000 or less                        2344           0    M.1.c2
       d.  Maturity date for brokered deposits:
           (1) Brokered deposits issued in 
               denominations of less than 
               $100,000 with a remaining 
               maturity of one year or less 
               (included in Memorandum item
               1.c.(1) above                       A243          46    M.1.d1
           (2) Brokered deposits issued in 
               denominations of less than 
               $100,000 or more with a remaining 
               maturity of one year or less 
               (included in Memorandum item
               1.b above                           A244           0    M.1.d2
       e.  Preferred deposits (uninsured 
           deposits of states and political 
           subdivisions in the U.S. reported 
           in item 3 above which are secured 
           or collateralized as required under
           state law)                              5590      84,957     M.1.e
   2.  Components of total nontransaction 
       accounts (sum of Memorandum items 2.a 
       through 2.d must equal item 9, column 
       C above):
       a.  Savings deposits:
           (1) Money market deposit 
               accounts (MMDAs)                    6810   6,068,960    M.2.a1
           (2) Other savings deposits 
               (excludes MMDAs)                    0352     709,940    M.2.a2
       b.  Total time deposits of less 
           than $100,000                           6648   3,527,506     M.2.b
       c.  Time certificates of deposit of 
           $100,000 or more                        6645     782,311     M.2.c
       d.  Open-account time deposits of 
           $100,000 or more                        6646      45,568     M.2.d
   3.  All NOW accounts (included in 
       column A above)                             2398     359,772       M.3
   4.  Not applicable
<PAGE>

   Schedule RC-E - continued

   Part I.  Continued

   Memorandum (Continued)
                                                   Dollar Amounts in Thousands


   5.  Maturity and repricing data for 
       time deposits of less than $100,000 
       (sum of Memorandum items 5.a.(1) 
       through 5.b.(3) must equal 
       Memorandum item 2.b above): (1)
       a.  Fixed rate time deposits of 
           less than $100,000 with a 
           remaining maturity of:                  RCON
           (1) Three months or less                A225     573,055    M.5.a1
           (2) Over three months through 
               12 months                           A226   1,526,673    M.5.a2
           (3) Over one year                       A227   1,414,322    M.5.a3
       b.  Floating rate time deposits 
           of less than $100,000 with 
           a repricing frequency of:
           (1) Quarterly or more 
               frequently                          A228      13,456    M.5.b1
           (2) Annually or more frequently, 
               but less frequently than
               quarterly                           A229           0    M.5.b2
           (3) Less frequently than annually       A230           0    M.5.b3
       c.  Floating rate time deposits of 
           less than $100,000 with a remaining 
           maturity of one year or less 
           (included in Memorandum items 5.b.(1) 
           through 5.b.(3) above)                  A231      11,600     M.5.c
   6.  Maturity and repricing data for time 
       deposits of $100,000 or more (i.e., time
       certificates of deposit of $100,000 or 
       more and open-account time deposits of
       $100,000 or more) (sum of Memorandum 
       items 6.a.(1) through 6.b.(4) must equal
       the sum of Memorandum items 2.c and 2.d 
       above):(1)
       a.  Fixed rate time deposits of $100,000 
           or more with a remaining maturity of:
           (1) Three months or less                A232     211,865    M.6.a1
           (2) Over three months through 
               12 months                           A233     312,227    M.6.a2
           (3) Over one year through five 
               years                               A234     257,187    M.6.a3
           (4) Over five years                     A235      41,858    M.6.a4
       b.  Floating rate time deposits of 
           $100,000 or more with a repricing 
           frequency of:
           (1) Quarterly or more frequently        A236       4,742    M.6.b1
           (2) Annually or more frequently, 
               but less frequently than
               quarterly                           A237           0    M.6.b2
           (3) Every five years or more 
               frequently, but less frequently 
               than annually                       A238           0    M.6.b3
           (4) Less frequently than every 
<PAGE>

               five years                          A239           0    M.6.b4
       c.  Floating rate time deposits of 
           $100,000 or more with a remaining 
           maturity of one year or less 
           (included in Memorandum items 6.b(1) 
           through 6.b(4) above)                   A240           0     M.6.c

   ________________
   (1) Memorandum items 5 and 6 are not applicable to savings banks that must
       complete supplemental Schedule RC-J.
<PAGE>

   Schedule RC-E - continued

   Part II.  Deposits in Foreign Offices (including Edge and
   Agreement subsidiaries and IBFs)

                                                   Dollar Amounts in Thousands


   Deposits of:                                    RCFN
   1.  Individuals, partnerships and 
       corporations                                2621     489,220        1.
   2.  U.S. banks (including IBFs and foreign 
       branches of U.S. banks)                     2623           0        2.
   3.  Foreign banks (including U.S. branches 
       and agencies of foreign banks,
       including their IBFs)                       2625           0        3.
   4.  Foreign governments and official 
       institutions (including foreign central 
       banks)                                      2650           0        4.
   5.  Certified and official checks               2330           0        5.
   6.  All other deposits                          2668           0        6.
   7.  Total (sum of items 1 through 6) (must 
       equal Schedule RC, item 13.b)               2200     489,220        7.


   Memorandum
                                                   Dollar Amounts in Thousands

                                                   RCFN
   1.  Time deposits with a remaining maturity 
       of one year or less (included in Part II,
       item 7 above)                               A245           0       M.1


   Schedule RC-F - Other Assets
                                                                       C430 <-
                                                   Dollar Amounts in Thousands

                                                   RCFD
   1.  Income earned, not collected on loans       2164      76,532        1.
   2.  Net deferred tax assets (1)                 2148      33,685        2.
   3.  Excess residential mortgage servicing 
       fees receivable                             5371           0        3.
   4.  Other (itemize and describe amounts 
       that exceed 25% of this item)               2168     248,881        4.
           TEXT
       a.  3549:  CORPORATE 
           OWNED LIFE INSURANCE   3549   131,594                          4.a
       b.  3550:                  3550     N/A                            4.b
       c.  3551:                  3551     N/A                           4.c.
   5.  Total (sum of items 1 through 4) (must 
       equal Schedule RC, item 11)                 2160     359,098        5.


   Memorandum
                                                   Dollar Amounts in Thousands

                                                   RCFD
   1.  Deferred tax assets disallowed for 
       regulatory capital purposes                 5610           0       M.1
<PAGE>

   Schedule RC-G - Other Liabilities
                                                                       C435 <-
                                                   Dollar Amounts in Thousands

                                                   RCON
   1.  a.  Interest accrued and unpaid on 
           deposits in domestic offices (2)        3645      61,933       1.a
       b.  Other expenses accrued and unpaid 
           (includes accrued RCFD income 
           taxes payable)                          3646     109,293       1.b
   2.  Net deferred tax liabilities (1)            3049           0        2.
   3.  Minority interest in consolidated 
       subsidiaries                                            3000         0
   3.
   4.  Other (itemize and describe amounts 
       that exceed 25% of this item)               2938     410,834        4.
           TEXT               RCFD
       a.  3552:  A/P TRADE 
           DATE               3552     377,258                            4.a
       b.  3553:              3553       N/A                              4.b
       c.  3554:              3554       N/A                             4.c.
   5.  Total (sum of items 1 through 4) (must 
       equal Schedule RC, item 20)                 2930     582,060        5.


   _________________
   (1) See discussion of deferred income taxes in Glossary entry on "income
       taxes."
   (2) For savings banks, include "dividends" accrued and unpaid on deposits.
<PAGE>

   Schedule RC-H - Selected Balance Sheet Items for Domestic Offices

                                                                        C440<-
                                                   Dollar Amounts in Thousands

                                                                               

                         Domestic Offices
                                                   RCON

   1.  Customer's liability to this bank on 
       acceptances outstanding                     2155       3,427        1.
   2.  Bank's liability on acceptances executed 
       and outstanding                             2920       3,427        2.
   3.  Federal funds sold and securities 
       purchased under agreements to resell        1350     226,056        3.
   4.  Federal funds purchased and securities 
       sold under agreements to repurchase         2800     562,836        4.
   5.  Other borrowed money                        3190     301,905        5.
       EITHER
   6.  Net due from own foreign offices, Edge 
       and Agreement subsidiaries, and IBFs        2163         N/A        6.
       OR
   7.  Net due to own foreign offices, Edge 
       and Agreement subsidiaries, and IBFs        2941     489,220        7.
   8.  Total assets (excludes net due from 
       foreign offices, Edge and Agreement
       subsidiaries, and IBFs)                     2192  18,655,931        8.
   9.  Total liabilities (excludes net due to 
       foreign offices, Edge and Agreement 
       subsidiaries, and IBFs)                     3129  16,731,419        9.

   Items 10-17 include held-to-maturity and available-for-sale securities in
   domestic offices.

   10. U.S. Treasury securities                    1779     474,782       10.
   11. U.S. Government agency and corporation 
       obligations (excludes mortgage-backed
       securities)                                 1785     171,227       11.
   12. Securities issued by states and 
       political subdivisions in the U.S.          1786     657,855       12.
   13. Mortgage-backed securities (MBS):
       a.  Pass-through securities:
           (1) Issued or guaranteed by FNMA, 
               FHLMC, or GNMA                      1787   1,354,078    13.a.1
           (2) Other pass-through securities       1869      43,875    13.a.2
       b.  Other mortgage-backed securities 
           (include CMOs, REMICs, and stripped 
           MBS):
           (1) Issued or guaranteed by FNMA, 
               FHLMC, or GNMA                      1877   1,286,623    13.b.1
           (2) All other mortgage-backed 
               securities                          2253   1,005,152    13.b.2
   14. Other domestic debt securities              3159     970,123       14.
   15. Foreign debt securities                     3160      48,115       15.
   16. Equity securities:
       a.  Investments in mutual funds             3161           0      16.a
       b.  Other equity securities with 
           readily determinable fair values        3162           0      16.b
       c.  All other equity securities             3169      30,485      16.c
   17. Total held-to-maturity and available-
       for-sale securities (sum of items 10 
       through 16)                                 3170   6,042,315       17.
<PAGE>

   Memorandum (to be completed only by banks with IBFs and other "foreign"
   offices)
                                                   Dollar Amounts in Thousands
   EITHER
   1.  Net due from the IBF of the domestic 
       offices of the reporting bank               3051         N/A       M.1
       OR
   2.  Net due to the IBF of the domestic 
       offices of the reporting bank               3059           0       M.2
<PAGE>

   Schedule RC-I - Selected Assets and Liabilities of IBFs

   To be completed only by banks with IBFs and other "foreign" offices.
                                                                        C445<-
                                                   Dollar Amounts in Thousands

                                                   RCFN
   1.  Total IBF assets of the consolidated 
       bank (component of Schedule RC, 
       item) 12                                                2133       N/A
   1.

   2.  Total IBF loans and lease financing 
       receivables (component of Schedule RC-C, 
       part I,                       item 12, column A,        2076       N/A
   2.

   3.  IBF commercial and industrial loans 
       (component of Schedule RC-C, part 1, 
       item 4, column A)                           2077         N/A        3.

   4.  Total IBF liabilities (component of 
       Schedule RC, item 21)                       2898         N/A        4.

   5.  IBF deposit liabilities due to banks, 
       including other IBFs (component of 
       Schedule RC-E, part II, items 2 and 3)      2379         N/A        5.

   6.  Other IBF deposit liabilities (component 
       of Schedule RC-E, part II, items 1, 4, 5,
       and 6)                                                  2381       N/A
   6.


   Schedule RC-K - Quarterly Averages (1)
                                                                        C455<-
                                                   Dollar Amounts in Thousands

   ASSETS                                          RCFD

   1.  Interest-bearing balances due from 
       depository institutions                     3381     364,062        1.

   2.  U.S. Treasury securities and U.S. 
       Government agency  and corporation 
       obligations(2)                                          3382 2,983,686
   2.

   3.  Securities issued by states and 
       political subdivisions in the U.S.(2)       3383     620,414        3.

   4.  a.  Other debt securities(2)                3647   1,904,189       4.a
       b.  Equity securities (3)(includes 
           investments in mutual funds and 
           Federal Reserve stock)                  3648      30,316       4.b

   5.  Federal funds sold and securities 
       purchased under agreements to resell 
       in domestic offices of the bank and 
       of its Edge and Agreement subsidiaries, 
<PAGE>

       and in IBFs                                             3365   121,295
   5.

   6.  Loans:
       a.  Loans in domestic offices:              RCON
           (1) Total loans                         3360  10,667,138     6.a.1
           (2) Loans secured by real estate        3385   3,663,538     6.a.2
           (3) Loans to finance agricultural 
               production and other loans to 
               farmers                             3386      55,378     6.a.3
           (4) Commercial and industrial loans     3387   3,161,680     6.a.4
           (5) Loans to individuals for 
               household, family, and other 
               personal expenditures               3388   3,047,279     6.a.5
       b.  Total loans in foreign offices, 
           Edge and Agreement subsidiaries,        RCFN
           and IBFs                                3360           0       6.b

   7.  Trading                                                 RCFD
       assets                                                  3401         0
   7.

   8.  Lease financing receivables (net of 
       unearned income)                            3484     309,935        8.

   9.  Total assets(4)                                         336818,365,835
   9.

   LIABILITIES

   10. Interest-bearing transaction accounts 
       in domestic offices (NOW accounts, ATS
       accounts, and telephone and preauthorized 
       transfer accounts) (exclude demand          RCON
       deposits)                                               3485   328,233
   10.

   11. Nontransaction accounts in domestic 
       offices:
       a.  Money market deposit accounts 
           (MMDAs)                                 3486   5,847,054      11.a
       b.  Other savings deposits                  3487     725,739      11.b
       c.  Time certificates of deposit 
           of $100,000 or more                     3345     809,352      11.c
       d.  All other time deposits                 3469   3,576,573      11.d

   12. Interest-bearing deposits in foreign 
       offices, Edge and Agreement                 RCFN
       subsidiaries, and IBFs                      3404     540,980       12.

   13. Federal funds purchased and securities 
       sold under agreements to repurchase in                  RCFD
       domestic offices of the bank and of 
       its Edge and Agreement subsidiaries, 
       and in IBFs                                             3353 1,029,146
   13.

   14. Other borrowed money                        3355     328,977       14.

   _________________
<PAGE>

   (1) For all items, banks have the option of reporting either (1) an average
       of daily figures for the quarter, or (2) an average of weekly figures
       (i.e., the Wednesday of each week of the quarter).
   (2) Quarterly averages for all debt securities should be based on amortized
       cost.
   (3) Quarterly averages for all equity securities should be based on
       historical cost.
   (4) The quarterly average for total assets should reflect all debt
       securities (not held for trading) at amortized cost, equity securities
       with readily determinable fair values at the lower of cost or fair
       value, and equity securities without readily determinable fair values
       at historical cost.
<PAGE>

   Schedule RC-L - Off-Balance Sheet Items
                                                                        C460<-
                                                   Dollar Amounts in Thousands

   1.  Unused commitments:
       a.  Revolving, open-end lines secured 
           by 1-4 family residential properties,   RCFD
           e.g., home equity loans                 3814     330,585       1.a
       b.  Credit card lines                       3815   3,104,689       1.b
       c.  Commercial real estate, construction, 
           and land development:
           (1) Commitments to fund loans secured 
               by real estate                      3816     435,606     1.c.1
           (2) Commitments to fund loans not 
               secured by real estate              6550      96,119     1.c.2
       d.  Securities underwriting                 3817           0       1.d
       e.  Other unused commitments                3818   3,657,242       1.e

   2.  Financial standby letters of credit and 
       foreign office guarantees
       a.  Amount of financial standby letters     RCFD
           of credit conveyed to others            3820         870

   3.  Performance standby letters of credit 
       and foreign office guarantees               3821     432,656        3.
       a.  Amount of performance standby 
           letters of credit conveyed to others    3822         900       3.a

   4.  Commercial and similar letters of credit    3411      60,808        4.

   5.  Participations in acceptances (as 
       described in the instructions) conveyed 
       to others by the reporting bank             3428           0        5.

   6.  Participations in acceptances (as 
       described in the instructions) acquired 
       by the reporting (nonaccepting) bank        3429         909        6.

   7.  Securities borrowed                         3429           0        7.

   8.  Securities lent (including customer's 
       securities lent where the customer is
       indemnified against loss by the reporting 
       bank)                                       3433           0        8.

   9.  Loans transferred (i.e., sold or swapped) 
       with recourse that have been treated as 
       sold for Call Report purposes:
       a.  FNMA and FHLMC residential mortgage 
           loan pools:
           (1) Outstanding principal balance 
               of mortgages transferred as of 
               the report date                     3650           0     9.a.1
           (2) Amount of recourse exposure 
               on these mortgages as of the 
               report date                         3651           0     9.a.2
       b.  Private nongovernment-issued or 
           -guaranteed) residential mortgage 
           loan pools:
           (1) Outstanding principal balance 
               of mortgages as of the report
<PAGE>

               date                                3652           0     9.b.1
           (2) Amount of recourse exposure 
               on these mortgages as of the 
               report date                         3653           0     9.b.2
       c.  Farmer Mac agricultural mortgage 
           loan pools:
           (1) Outstanding principal balance 
               of mortgages as of the report
               date                                3654           0     9.c.1
           (2) Amount of recourse exposure on 
               these mortgages transferred as 
               of the report date                  3655           0     9.c.2
       d.  Small business obligations 
           transferred with recourse under 
           Section 208 of the Riegle Community
           Development and Regulatory Improvement 
           Act of 1994:
           (1) Outstanding principal balance 
               of small business obligations 
               transferred as of the report 
               date                                A249           0     9.d.1
           (2) Amount of retain recourse on 
               these obligations as of the 
               report date                         A250           0     9.d.2

   10. When-issued securities:
       a.  Gross commitments to purchase           3434     160,786      10.a
       b.  Gross commitments to sell               3435           0      10.b

   11. Spot foreign exchange contracts             8765       4,276       11.

   12. All other off-balance sheet liabilities 
       (exclude off-balance sheet derivatives)
       (itemize and describe each component of 
       this item over 25% of Schedule RC,
       item 28, "Total equity capital")            3430           0       12.

           TEXT             RCFD
       a.  3555:            3555           N/A                           12.a
       b.  3556:            3556           N/A                           12.b
       c.  3557:            3557           N/A                           12.c
       d.  3558:            3558           N/A                           12.d

   13. All other off-balance sheet assets 
       (exclude off-balance sheet 
       derivatives) (itemize and describe 
       each component of this item over 
       25% of Schedule RC, item 28, "Total 
       equity capital")                            5591           0       13.
           TEXT             RCON
       a.  5592:            5592           N/A                           13.a
       b.  5593:            5593           N/A                           13.b
       c.  5594:            5594           N/A                           13.c
       d.  5595:            5595           N/A                           13.d

                                                                       C461 <-
                                                   Dollar Amounts in Thousands
   Off-balance 
   Sheet                  (Column A) (Column B) (Column C) (Column D)
   Derivatives              Interest    Foreign     Equity  Commodity
   Position                     Rate   Exchange Derivative  And Other
<PAGE>

   Indicators              Contracts  Contracts  Contracts  Contracts

   14. Gross amounts 
       (e.g., notional 
       amounts) (for
       each column, 
       sum of items 
       14.a through 
       14.e must equal 
       sum of items 
       15, 16.a and 
       16.b):
       a.  Futures 
           contracts               0          0          0          0    14.a
                           RCFD 8693  RCFD 8694  RCFD 8695  RCFD 8697
       b.  Forward 
           contracts               0      9,855          0          0    14.b
                           RCFD 8697  RCFD 8698  RCFD 8699  RCFD 8700
       c.  Exchange-
           traded
           option 
           contracts:
           (1) written
               options             0          0          0          0   14.c1
                           RCFD 8701  RCFD 8702  RCFD 8703   RCFD8704
           (2) Purchased
               options             0          0          0          0   14.c2
                           RCFD 8705  RCFD 8706  RCFD 8707  RCFD 8708
       d.  Over-the-
           counter
           option 
           contracts:
           (1) written
               options       227,010          0          0          0   14.d1
                           RCFD 8709  RCFD 8710  RCFD 8711   RCFD8712
           (2) Purchased
               options       915,235          0          0          0   14.d2
                           RCFD 8713  RCFD 8714  RCFD 8715  RCFD 8716
       e.  Swaps           5,472,915          0          0          0    14.e
                           RCFD 3450   RCFD3826   RCFD8719   RCFD8720

   15. Total gross notional
       amount of derivative
       contracts held for 
       trading                     0      9,855          0          0     15.
                           RCFD A126  RCFD A127  RCFD 8723  RCFD 8724
   16. Total gross notional
       amount of derivative
       contracts held for 
       purposes other than 
       trading:
       a.  Contracts 
           marked 
           to market         641,193          0          0          0    16.a
                           RCFD 8725  RCFD 8726  RCFD 8727  RCFD 8728
       b.  Contracts not 
           marked to 
           market          5,973,967          0          0          0    16.b
                           RCFD 8729  RCFD 8730  RCFD 8731  RCFD 8732
   17. Gross fair
       values of 
<PAGE>

       derivative 
       contracts:
       a.  Contracts
           held for
           trading:
           (1) Gross
               positive
               fair
               value               0      4,986          0          0   17.a1
                           RCFD 8733  RCFD 8734  RCFD 8735  RCFD 8736
           (2) Gross
               negative
               fair 
               value               0      4,708          0          0   17.a2
                           RCFD 8737  RCFD 8738  RCFD 8739  RCFD 8740
       b.  Contracts
           held for 
           purposes
           other than
           trading that
           are marked to
           market:
           (1) Gross
               positive
               fair
               value           5,220          0          0          0   17.b1
                           RCFD 8741  RCFD 8742  RCFD 8743  RCFD 8744
       (2) Gross
           negative
           fair 
           value               7,857          0          0          0   17.b2
                           RCFD 8745  RCFD 8746  RCFD 8747  RCFD 8748
       c.  Contracts
           held for
           purposes
           other than
           trading that
           are not 
           marked
           to market
           (1) Gross
               positive
               fair
               value           5,633          0          0          0   17.c1
                           RCFD 8749  RCFD 8750  RCFD 8751  RCFD 8752
       (2) Gross
           negative
           fair 
           value              32,697          0          0          0   17.c2
                           RCFD 8753  RCFD 8754  RCFD 8755  RCFD 8756

   Memoranda
                                                   Dollar Amounts in Thousands

                                                   RCFD
   1.-2.   Not applicable
   3.  Unused commitments with an original 
       maturity exceeding one year that are 
       reported in Schedule RC-L, items 1.a 
       through 1.e, above (report only the 
       unused portions of commitments that 
<PAGE>

       are fee paid or otherwise legally
       binding)                                    3833   3,352,682       M.3
       a.  Participations in commitments 
           with an original maturity exceeding 
           one year conveyed to others             3834     111,249      M.3a
   4.  To be completed only by banks with 
       $1 billion or more in total assets:
       Standby letters of credit and foreign 
       office guarantees (both financial and
       performance) issued to non-U.S. 
       addressees (domicile) included in 
       Schedule RC-L, items 2 and 3, above         3377         437       M.4
   5.  Installment loans to individuals for 
       household, family, and other personal
       expenditures that have been securitized 
       and sold without recourse (with servicing 
       retained), amounts outstanding by type of 
       loan:
       a.  Loans to purchase private passenger 
           automobiles (to be completed for 
           the September report only)              2741         N/A     M.5.a
       b.  Credit cards and related plans 
           (TO BE COMPLETED QUARTERLY)             2742           0     M.5.b
       c.  All other consumer installment 
           credit (including mobile home 
           loans) (to be completed
           for the September report only)          2743         N/A     M.5.c
<PAGE>

   Schedule RC-M - Memoranda
                                                                       C465 <-
                                                   Dollar Amounts in Thousands


   1.  Extensions of credit by the reporting 
       bank to its executive officers, 
       directors principal shareholders, and 
       their related interests as of the report 
       date:
       a.  Aggregate amount of all extensions 
           of credit to all executive officers, 
           directors, principal shareholders,      RCFD
           and their related interests             6164       1,469       1.a
       b.  Number of executive officers, 
           directors, and principal 
           shareholders to whom the amount of 
           all extensions of credit by the 
           reporting bank (including extensions 
           of credit to related interests) 
           equals or exceeds the lesser of 
           $ 500,000 or 5 percent of total 
           capital as defined for this purpose 
           in agency regulations                   6165           0       1.b

   2.  Federal funds sold and securities 
       purchased under agreements to resell 
       with U.S. branches and agencies of 
       foreign banks (1) (including in 
       Schedule RC, items 3.a and 3.b)             3405           0        2.

   3.  Not applicable.

   4.  Outstanding principal balance of 
       1-4 family residential mortgage 
       loans serviced for others (include 
       both retained servicing and 
       purchased servicing):
       a.  Mortgages serviced under a 
           GNMA contract:                          5500           0       4.a
       b.  Mortgages serviced under a 
           FHLMC contract:
           (1) Serviced with recourse 
               to servicer                         5501           0     4.b.1
           (2) Serviced without recourse to
            servicer                               5502           0     4.b.2
       c.  Mortgages serviced under FNMA 
           contract:
           (1) Serviced under a regular option
               contract                            5503           0     4.c.1
           (2) Serviced under a special option
               contract                            5504           0     4.c.2
       d.  Mortgages serviced under other 
           servicing contracts                     5505           0       4.d

   5.  To be completed only by banks with 
       $1 billion or more in total assets:
       Customers' liability to this bank on 
       acceptances outstanding (sum of items 5.a 
       and 5.b must equal Schedule RC, item 9):
       a.  U.S. addressees (domicile)              2103       1,270       5.a
<PAGE>

       b.  Non-U.S. addressees (domicile)          2104       2,157       5.b

   6.  Intangible assets:
       a.  Mortgage servicing rights               3164           0       6.a
       b.  Other identifiable intangible assets:
           (1) Purchased credit card 
               relationships                       5506       3,942     6.b.1
           (2) All other identifiable intangible
               assets                              5507       9,384     6.b.2
       c.  Goodwill                                3163       3,002       6.c
       d.  Total (sum of items 6.a through 6.c) 
           (must equal Schedule RC, item 10)       2143      16,328       6.d
       e.  Amount of intangible assets (included 
           in item 6.b.(2) above) that have been
           grandfathered or are otherwise 
           qualifying for regulatory capital
           purposes                                6442           0       6.e

   7.  Mandatory convertible debt, net of 
       common or perpetual preferred stock 
       dedicated to redeem the debt                3295           0        7.

   ______________________
   (1) do not report federal funds sold and securities purchased under
       agreements to 
       resell with other commercial banks in the U.S. in this item.
<PAGE>

   Schedule RC-M - Continued

                                                   Dollar Amounts in Thousands


   8.  a.  Other real estate owned:                RCFD
           (1) Direct and indirect investments 
               in real estate ventures             5372           0     8.a.1
           (2) All other real estate owned:        RCON
               (a) Construction and land 
                   development in domestic 
                   offices                         5508           0    8.a.2a
               (b) Farmland in domestic 
                   offices                         5509           0    8.a.2b
               (c) 1-4 family residential 
                   properties in domestic 
                   offices                         5510       3,466    8.a.2c
               (d) Multifamily (5 or more) 
                   residential properties in 
                   domestic offices                5511           2    8.a.2d
               (e) Nonfarm nonresidential 
                   properties in domestic 
                   offices                         5512       1,645    8.a.2e
               (f) In foreign                      RCFN
                   offices                         5513           0    8.a.2f
           (3) Total (sum of items 8.a.(1) 
               and 8.a.(2))                        RCFD
               (must equal Schedule RC, item 7)    2150       5,113     8.a.3
       b.  Investments in unconsolidated 
           subsidiaries and associated companies:
           (1) Direct and indirect investments 
               in real estate ventures             5374           0     8.b.1
           (2) All other investments in 
               unconsolidated subsidiaries and 
               associated companies                5375         693     8.b.2
           (3) Total (sum of items 8.b.(1) 
               and 8.b.(2)) (must equal 
               Schedule RC, item 8)                2130         693     8.b.3
       c.  Total assets of unconsolidated 
           subsidiaries and associated companies   5376      19,606       8.c

   9.  Noncumulative perpetual preferred stock 
       and related surplus included in Schedule 
       RC, item 23, "Perpetual preferred stock 
       and related surplus"                        3778           0        9.

   10. Mutual fund and annuity sales in 
       domestic offices during the quarter 
       (include proprietary, private label, 
       and third party mutual funds):
                                                   RCON
       a.  Money market funds                      6441         252      10.a
       b.  Equity securities funds                 8427      28,355      10.b
       c.  Debt securities funds                   8428      18,249      10.c
       d.  Other mutual funds                      8429           0      10.d
       e.  Annuities                               8430      22,900      10.e
       f.  Sales of proprietary mutual funds 
           and annuities (included in items 
           10.a through 10.e above)                8784      17,606      10.f

   Memorandum
<PAGE>

                                                   Dollar Amounts in Thousands


   1.  Interbank holdings of capital 
       instruments (to be completed for 
       the December report only):
                                                   RCFD
       a.  Reciprocal holdings of banking 
           organizations' capital instruments      3836         N/A     M.1.a
       b.  Nonreciprocal holdings of banking 
           organizations' capital instruments      3837         N/A     M.1.b
<PAGE>

   Schedule RC-N - Past Due and Nonaccrual Loans, Leases, and Other Assets

   The FFIEC regards the information reported in all of Memorandum item 1, in
   items 1 through 10, column A, and in Memorandum items 2 through 4, column
   A, as confidential.

                                                                        C470<-
                                                   Dollar Amounts in Thousands


                                                                        
(Column A)                                                         (Column B)  

                                                                      (Column
C)
                                                                        Past
due 30       Past due                                                          

              Nonaccrual
                                       through        90 days
                                       89 days        or more
                                     and still      and still
                                      accruing       accruing
                                                                     
- -------------                                                     
- -------------                                                                  

   -------------
   1.  Loans secured by real 
       estate:                   RCFD           RCFD            RCFD
       a.  To U.S. addressees 
           (domicile)            1245   59,645  1246    8,403   1247
       b.  To non-U.S. 
           addressees 
           (domicile)            1248        0  1249        0   1250
   2.  Loans to depository 
       institutions and
       acceptances of 
       other banks:
       a.  To U.S. banks 
           and other U.S.
           depository 
           institutions          5377       26  5378        0   5379
       b.  To foreign banks      5380    2,000  5381        0   5382
   3.  Loans to finance 
       agricultural production
       and other loans to 
       farmers                   1594      136  1597       30   1583
   4.  Commercial and 
       industrial loans:
       a.  To U.S. addressees 
           (domicile)            1251   13,305  1252    1,195   1253
       b.  To non-U.S. 
           addressees 
           (domicile)            1254   35,750  1255       97   1256
   5.  Loans to individuals 
       for household,
       family, and other 
       personal expenditures:
       a.  Credit cards and 
           related plans         5383   21,003  5384   12,893   5385
       b.  Other (includes 
           single payment,
           installment, and 
           all student loans)    5386   18,182  5387    4,283   5388
   6.  Loans to foreign 
       governments official 
       institutions              5389        0  5390        0   5391
   7.  All other loans           5459        0  5460        0   5461
   8.  Lease financing 
       receivables:
       a.  Of U.S. addressees 
<PAGE>

           (domicile)            1257    3,534  1258      357   1259
       b.  On non-U.S. 
           addressees 
           (domicile)            1271        0  1272        0   1791
   9.  Debt securities and 
       other assets (exclude 
       other real estate owned 
       and other repossessed 
       assets)                   3505        1  3506        0   3507

   Amounts reported in items 1 through 8 above include guaranteed and
   unguaranteed portions of past due and nonaccrual loans and leases.  Report
   in item 10 below certain guaranteed loans and leases that have already been
   included in the amounts reported in items 1 through 8.

   10. Loans and leases 
       reported in items 
       1 through 8 above 
       which are wholly or
       partially guaranteed 
       by the U.S.               RCFD           RCFD            RCFD
       Government                5612    5,805  5613    3,055   5614
       a.  Guaranteed portion 
           of loans and leases
           included in item 10 
           above                 5615    5,152  5616    3,023   5617
<PAGE>

   Schedule RC-N - Continued

   Memoranda                                                            C473<-
                                                   Dollar Amounts in Thousands


                                                                   (Column A)  

                                                  (Column B)         (Column C)
                                                                  Past due 30  

   Past due         Nonaccrual
                                    through        90 days
                                    89 days        or more
                                  and still      and still
                                   accruing       accruing
                                                                -------------  

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

                                                  -------------
   1.  Restructured loans and 
       leases included in
       Schedule RC-N, items 
       1 through 8, above
       (and not reported in 
       Schedule RC-C, Part I,          RCFD           RCFD               RCFD
       Memorandum item 2)     1658        0  1659        0   1661        0M.1
   2.  Loans to finance 
       commercial real 
       estate, construction, 
       and land development
       activities (not 
       secured by real 
       estate) included 
       in Schedule RC-N, 
       items 4 and 7, above   6558       62  6559      124   6560       32M.2
   3.  Loans secured by 
       real estate in 
       domestic offices 
       (included in 
       Schedule RC-N, item
       1, above):             RCON           RCON            RCON
       a.  Construction 
           and land 
           development        2759    1,401  2769      109   3492     723M.3a
       b.  Secured by 
           farmland           3493       46  3494        0   3495       1M.3b
       c.  Secured by 1-4 
           family 
           residential
           properties:
           (1) Revolving, 
           open-end loans 
           secured by 1-4 
           family residential 
           properties and 
           extended under 
           lines of credit    5398   10,498  5399    1,881   5400  1,926M.3c1
           (2) All other 
               loans secured 
               by 104
               family 
               residential 
               properties     5401   45,500  5402    5,210   5403 17,210M.3c2
       d.  Secured by 
           multifamily 
           (5 or more)
           residential 
<PAGE>

           properties         3499      244  3500      585   3501     717M.3d
       e.  Secured by 
           nonfarm 
           nonresidential
           properties         3502    1,965  3503      618   3504   2,689M.3e


                                                                   (Column A)  

                                                  (Column B)
                                                                  Past due 30  

   Past due
                                    through        90 days
                                    89 days        or more
                                                                -------------  

                                               -------------
   4.  Interest rate, 
       foreign exchange 
       rate, and
       other commodity 
       and equity contracts:
       a.  Book value of 
           amounts carried    RCFD           RCFD
           as assets          3522        0  3528        0  M.4.a
       b.  Replacement cost 
           of contracts with 
           a positive 
           replacement cost   3529        0  3530        0  M.4.b
<PAGE>

   Schedule RC-O - Other Data for Deposit Insurance Assessments
                                                                       C475 <-
                                                   Dollar Amounts in Thousands


   1.  Unposted debits (see instructions):         RCON
       a.  Actual amount of all unposted 
           debits                                  0030           0       1.a
           OR
       b.  Separate amount of unposted debits:
           (1) Actual amount of unposted 
               debits to demand deposits           0031         N/A      1.b1
           (2) Actual amount of unposted debits 
               to time and savings deposits(1)     0032         N/A      1.b2

   2.  Unposted credits (see instructions):
       a.  Actual amount of all unposted 
           credits                                 3510       6,667       2.a
           OR
       b.  Separate amount of unposted credits:
           (1) Actual amount of unposted credits 
               to demand deposits                  3512         N/A      2.b1
           (2) Actual amount of unposted credits 
               to time and savings deposits (1)    3514         N/A      2.b2

   3.  Uninvested trust funds (cash) held in 
       bank's own trust department not included 
       in total deposits in domestic offices)      3520       2,848        3.

   4.  Deposits of consolidated subsidiaries 
       in domestic offices and in insured 
       branches in Puerto Rico and U.S. 
       territories and possessions (not 
       included in total deposits):
       a.  Demand deposits of consolidated 
           subsidiaries                            2211          67       4.a
       b.  Time and savings deposits (1) 
           of consolidated subsidiaries            2351           0       4.b
       c.  Interest accrued and unpaid 
           on deposits of consolidated 
           subsidiaries                            5514           0       4.c

   5.  Deposits in insured branches in 
       Puerto Rico and U.S. territories 
       and possessions:
       a.  Demand deposits in insured 
           branches (included in Schedule 
           RC-E, Part II)                          2229           0       5.a
       b.  Time and savings deposits (1)
           in insured branches (included in 
           Schedule RC-E, Part II)                 2383           0       5.b
       c.  Interest accrued and unpaid on 
           deposits in insured branches 
           (included in Schedule RC-G, 
           item 1.b)                               5515           0       5.c

   Item 6 is not applicable to state nonmember banks that have not been
   authorized by the Federal Reserve to act as pass-through correspondents.

   6.  Reserve balances actually passed 
       through to the Federal Reserve by 
<PAGE>

       the reporting bank on behalf of its 
       respondent depository institutions 
       that are also reflected as deposit
       liabilities of the reporting bank:
       a.  Amount reflected in demand 
           deposits (included in Schedule 
           RC-E, Part I,                           RCON
           Memorandum item 4.a)                    2314           0       6.a
       b.  Amount reflected in time and 
           savings deposits (1) (included 
           in Schedule RC-E, Part I, 
           Memorandum item 4.b)                    2315           0       6.b

   7.  Unamortized premiums and discounts 
       on time and savings deposits:(1)
       a.  Unamortized premiums                    5516      24,899       7.a
       b.  Unamortized discounts                   5517           0       7.b

   8.  To be completed by banks with 
       "Oakar deposits."
       Total "Adjusted Attributable Deposits" 
       of all institutions acquired under
       Section 5(d)(3) of the Federal Deposit 
       insurance Act (from most recent FDIC 
       Oakar Transaction Worksheet(s))             5518   4,154,367        8.

   9.  Deposits in lifeline accounts                                       9.

   10. Benefit-responsive "Depository 
       Institution Investment Contracts" 
       (included in total deposits in 
       domestic offices)                           8432           0       10.

   ___________________
   (1) For FDIC insurance assessment purposes, "time and savings deposits"
       consists of nontransaction accounts and all transaction accounts other
       than demand deposits.
<PAGE>

   Schedule RC-O - Continued




                                                   Dollar Amounts in Thousands

                                                       
   11. Adjustments to demand deposits 
       reported in Schedule RC-E for certain
       reciprocal demand balances:
       a.  Amount by which demand deposits 
           would be reduced if reciprocal 
           demand balances between the 
           reporting bank and savings 
           associations were reported 
           on a net basis rather than a            RCON
           gross basis in Schedule RC-E            8785           0      11.a
       b.  Amount by which demand deposits 
           would be increased if reciprocal 
           demand balances between the 
           reporting bank and U.S. branches 
           and agencies of foreign banks were 
           reported on a gross basis rather 
           than a net basis in Schedule RC-E       A181           0      11.b
       c.  Amount by which demand deposits 
           would be increased if cash items 
           in process of collection were 
           included in the calculation of net 
           reciprocal demand balances between 
           the reporting bank and the domestic 
           offices of U.S. banks and savings 
           associations in Schedule RC-E           A182           0      11.c

   Memoranda


   (to be completed each quarter 
   except as noted)                                Dollar Amounts in Thousands

                                                       
   1.  Total deposits in domestic offices of 
       the bank (sum of Memorandum items 
       1.a(1) and 1.b.(1) must equal 
       Schedule RC, item 13.a):
       a.  Deposit accounts of $100,000 
           or less:                                RCON
           (1) Amount of deposit accounts 
               of $100,000 or less                 2702  10,728,184    M.1.a1
           (2) Number of deposit accounts 
               of $100,000 or less
               (to be completed for June 
               report only)                        3779         N/A     M.1a2
       b.  Deposit accounts of more than 
           $100,000:
           (1) Amount of deposit accounts 
               of more than $100,000:              2722      14,320     M.1b2
           (2) Number of deposit accounts 
               of more than $100,000:              2722      14,320    M.1.b2

   2.  Estimated amount of uninsured deposits 
<PAGE>

       in domestic offices of the bank:
       a.  An estimate of your bank's 
           uninsured deposits can be determined 
           by multiplying the number of deposit 
           accounts of more than $100,000 
           reported in Memorandum item 1.b.(2) 
           above by $100,000 and subtracting 
           the result from the amount of deposit 
           accounts of more than $100,000 reported 
           in Memorandum item 1.b.(1) above.

           Indicate in the appropriate box at 
           the right whether your bank has a 
           method or procedure for determining 
           a better estimate of uninsured 
           deposits than the estimate described 
           above                                   RCON         Yes        No
       b.  If the box marked YES has been 
           checked, report the estimate of         6861           X     M.2.a
           uninsured deposits determined by 
           using your bank's method or 
           procedure                               5597         N/A     M.2.b


                                                                        C477<-

   Person to whom questions about the Reports of Condition and Income should
   be directed:
                                                                               

                           (214) 290-7615
   Sharon Dean, Senior Manager

   Name and Title (TEXT 8901)     Area code/phone number/extension (TEXT 8902)
<PAGE>

   Schedule RC-R - Regulatory Capital

   This schedule must be completed by all banks as follows:  Banks that
   reported total assets of $1 billion or more in Schedule RC, item 12, for
   June 30, 1995, must complete items 2 through 9 and Memoranda items 1 and 2. 
   Banks with assets of less than $1 billion must complete items 1 through 3
   below or Schedule RC-R in its entirety, depending on their response to item
   1 below.

   1.  Test for determining the extent 
       to which Schedule RC-R must be 
       completed. 
       To be completed only by banks with 
       total assets of less than $1 billion.                            C480<-
       Indicate in the appropriate box at 
       the right whether the bank has total
       capital greater than or equal to 
       eight percent of adjusted total             RCFD         Yes        No
       assets                                      6056         N/A        1.
           For purposes of this test, 
       adjusted total assets equals total 
       assets less cash, U.S. Treasuries, 
       U.S. Government agency obligations, 
       and 80 percent of U.S. Government-
       sponsored agency obligations plus 
       the allowance for loan and lease 
       losses and selected off-balance sheet 
       items as reported on Schedule RC-L 
       (see instructions).
           If the box marked YES has been 
       checked, then the bank only has to 
       complete items 2 and 3 below.  If 
       the box marked NO has been checked, 
       the bank must complete the remainder 
       of this schedule.
           A NO response to item 1 does not 
       necessarily mean that the bank's 
       actual risk-based capital ratio is 
       less than eight percent or that the 
       bank is not in compliance with 
       the risk-based capital guidelines.

Items 2 and 3 are to be completed
by all banks.

                                                   Dollar Amounts in Thousands

                                           (Column A)       (Column B)
                                                                               

                                         Subordinated
                                                 Debt
                                         Intermediate            Other
                                                 Term     Limited-Life
                                            Preferred          Capital
                                                Stock      Instruments
                                        -------------     ------------
   2.  Subordinated debt(1) and 
       other limited-life capital
       instruments (original 
       weighted average maturity 
       of at least five years) 
       with a remaining maturity 
       of:                            RCFD             RCFD
       a.  One year or less           3780          0  3786          0    2.a
<PAGE>

       b.  Over one year through 
           two years                  3781          0  3787               2.b
       c.  Over two years through 
           three years                3782          0  3788          0    2.c
       d.  Over three years through 
           four years                 3783          0  3789          0    2.d
       e.  Over four years through 
           five years                 3784          0  3790          0    2.e
       f.  Over five years            3785          0  3791          0    2.f

   3.  Amounts used in calculating 
       regulatory capital ratios 
       (report amounts determined 
       by the bank for its own 
       internal regulatory capital 
       analyses):                     RCFD
       a.  Tier 1 capital             8274                                     

                      1,399,450               3.a
       b.  Tier 2 capital             8275                                     

                        118,958               3.b
       c.  Total risk-based capital   3792                                     

                      1,518,408               3.c
       d.  Excess allowance for 
           loan and lease losses      A222                0               3.d
       e.  Risk-weighted assets       A223                                     

                     14,374,257               3.e
       f.  "Average total assets"     A224                                     

                     18,353,449               3.f


Items 4-9 and Memoranda items 1 and 2 are
to be completed by banks that answered NO
to item 1 above and by banks with total
assets of $1 billion or more.

                                           (Column A)       (Column B)
                                                                Credit
                                               Assets       Equivalent
                                             Recorded        Amount of
                                               on the      Off-Balance
                                              Balance            Sheet
                                                Sheet        Items (2)
                                                                               

 -------------                                                               
- ------------
   4.  Assets and credit equivalent 
       amounts of off-balance
       sheet items assigned to 
       the Zero percent risk 
       category:
       a.  Assets recorded on 
           the balance sheet:
           (1) Securities issued by, 
               other claims on, 
               and claims 
               unconditionally 
               guaranteed by, the 
               U.S. Government 
               and its agencies       RCFD             RCFD
               and other OECD 
               central governments    3794    910,689                   4.a.1
           (2) All other              3795    476,755                   4.a.2
       b.  Credit equivalent amount 
           of off-balance sheet 
           items                                       3796    132,917    4.b
   ___________________
   (1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
   (2) Do not report in column B the risk-weighted amount of assets reported
       in column A.
<PAGE>

   Schedule RC-R - Continued
                                                   Dollar Amounts in Thousands


                                           (Column A)       (Column B)
                                                                Credit
                                               Assets       Equivalent
                                             Recorded        Amount of
                                               on the      Off-Balance
                                              Balance            Sheet
                                                Sheet        Items (2)
                                                                               

 -------------                                                               
- ------------
   5.  Assets and credit equivalent 
       amounts of off-balance
       sheet items assigned to the 
       20 percent risk category:
       a.  Assets recorded on the 
           balance sheet:
           (1) Claims conditionally 
               guaranteed by the U.S.
               Government and its 
               agencies and other 
               OECD central           RCFD             RCFD
               governments            3798    281,276                   5.a.1
               by, the U.S. 
               Government and 
               its agencies
           (2) Claims collateralized 
               by securities issued 
               by the U.S. Government 
               and its agencies
               and other OECD central 
               governments; by 
               securities issued by 
               U.S. Government-
               sponsored agencies; 
               and by cash on 
               deposit                3799          0                   5.a.2
           (3) All other              3800  4,059,062                   5.a.3
       b.  Credit equivalent amount 
           of off-balance sheet 
           items                                       3801     87,567    5.b
   6.  Assets and credit equivalent 
       amounts of off-balance
       sheet items assigned to 
       the 50 percent risk 
       category:
       a.  Assets recorded on 
           the balance sheet          3802  2,763,265                     6.a
       b.  Credit equivalent 
           amount of off-balance 
           sheet items                                 3803     74,334    6.b
   7.  Assets and credit equivalent 
       amounts of off-balance
       sheet items assigned to the 
       100 percent risk category:
       a.  Assets recorded on 
           the balance sheet          3804 10,287,386                     7.a
       b.  Credit equivalent amount 
           of off-balance sheet
           items                                       3805  1,808,375    7.b
<PAGE>

   8.  On-balance sheet asset values 
       excluded from the calculation 
       of the risk-based capital 
       ratio(2)                       3806     23,456                      8.
   9.  Total assets recorded on the 
       balance sheet (sum of 
       items 4.a, 5.a, 6.a, 7.a 
       and 8, column A) (must equal 
       Schedule RC, item 12 plus 
       items 4.b and 4.c)             3807 18,774,889                      9.


   Memoranda                                                                   

                                                                               

           Dollar Amounts in Thousands


                                      RCFD
   1.  Current credit exposure 
       across all off-balance
       sheet derivative contracts 
       covered by the risk-based 
       capital standards              8764                      10,858    M.1

                                                                
- ------------------------------                               With a remaining
Maturity of                                
- -------------------------------------
                -------(Column B)---------                 
       ------(Column A)------                                                  

 Over one year                                                                 

 --------(Column C)--------
           One year or less                                                    

             through five years                  
   Over five years                        

                               (Column A)       (Column B)                     

                                             (Column C)
                                 One year         Over one          Over
                                  or less             year          Five
                                                   through         Years
                                                five years
                                                           -------------       

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

                                        ------------
   2.  Notional 
       principal 
       amounts
       of off-
       balance sheet
       derivative 
       contracts:(3)
                           RCFD            RCFD             RCFD
       a.  Interest 
           rate 
           contracts       3809 1,890,751  8766  3,609,931  8767 174,011 M.2a
       b.  Foreign 
           exchange
           contracts       3812     6,963  8769          0  8770       0 M.2b
       c.  Gold 
           contracts       8771         0  8772          0  8773       0 M.2c
       d.  Other 
           precious 
           metals
           contracts       8774         0  8775          0  8776       0 M.2d
       e.  Other 
           commodity 
           contracts       8777         0  8778          0  8779       0 M.2e
       f.  Equity 
           derivative 
           contracts       A000         0  A001          0  A002       0 M.2f
   ______________
<PAGE>

   (1) Do not report in column B the risk-weighted amount of assets reported
       in column A.
   (2) Include the difference between the fair value and the amortized cost of
       available-for-sale securities in item 8 and report the amortized cost
       of these securities in items 4 through 7 above.  Item 8 also includes
       on-balance sheet asset values (or portions thereof) of off-balance
       sheet interest rate, foreign exchange rate, and commodity contracts and
       those contracts (e.g. future contracts) not subject to risk-based
       capital.  Exclude from item 8 margin amount that may be included in
       Tier 2 capital.
   (3) Exclude foreign exchange contracts with an original maturity of 14 days
       or less and all futures contracts.  
<PAGE>

               Optional Narrative Statement Concerning the Amounts
                 Reported in the Reports of Condition and Income

                      at close of business on March 31, 1996

   Bank One, Texas, N.A.                   Dallas         TX
   ---------------------------             ----------     -------
   Legal Title of Bank                     City           State

   The management of the reporting bank may, if it wishes, submit a brief
   narrative statement on the amounts reported in the Reports of Condition and
   Income.  This optional statement will be made available to the public,
   along with the publicly available data in the Reports of Condition and
   Income, in response to any request for individual bank report data. 
   However, the information reported in column A and in all of Memorandum item
   1 of Schedule RC-N is regarded as confidential and will not be released to
   the public.  BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE
   THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF
   INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE
   CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE
   NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF
   THEIR CUSTOMERS.  Banks choosing not to make a statement may check the "No
   comment" box below and should make no entries of any kind in the space
   provided for the narrative statement; i.e., DO NOT enter in this space such
   phrases as "No statement," "Not applicable," "N/A," "No comment," and
   "None."

   The optional statement must be entered on this sheet.  The statement should
   not exceed 100 words.  Further, regardless of the number of words, the
   statement must not exceed 750 characters, including punctuation,
   indentation, and standard spacing between words and sentences.  If any
   submission should exceed 750 characters, as defined, it will be truncated
   at 750 characters with no notice to the submitting bank and the truncated
   statement will appear as the bank's statement both on agency computerized
   records and in computer-file releases to the public.

   All information furnished by the bank in the narrative statement must be
   accurate and not misleading.  Appropriate efforts shall be taken by the
   submitting bank to ensure the statement's accuracy.  The statement must be
   signed, in the space provided below, by a senior officer of the bank who
   thereby attests to its accuracy.  

   If, subsequent to the original submission, material changes are submitted
   for the data reported in the Reports of Condition and Income, the existing
   narrative statement will be deleted from the files, and from disclosure;
   the bank, at its option, may replace it with a statement, under signature,
   appropriate to the amended data.

   The optional narrative statement will appear in agency records and in
   release to the public exactly as submitted (or amended as described in the
   preceding paragraph) by the management of the bank (except for the
   truncation of statements exceeding the 750-character limit described
   above).  THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE
   SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE, DISCLOSURE OF THE STATEMENT
   SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR
   CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN.  A STATEMENT
   TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT
   SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK.  


                                                   Dollar Amounts in Thousands
<PAGE>

   No comment:        (RCON 6979)           C471                        C472<-
   BANK MANAGEMENT STATEMENT (Please type or print clearly) (TEXT 6980)

   Schedule RC-N, Item 9 Column C represents an other asset, as opposed to a
   debt security, on a nonaccrual status; therefore, total debt securities per
   Schedule RC-B do not agree to total debt securities and other assets per
   Schedule RC-N.



         ________________________          _____________
         Signature of Executive            Date of Signature
         Officer of Bank
<PAGE>

                      THIS PAGE TO BE COMPLETED BY ALL BANKS
   --------------------------------------------------------------------------

                            OMB No. for OCC:              1557-0081
                            OMB No. for FDIC:             3064-0052
                            OMB No. for Federal Reserve:  7100-0036
                            Expiration Date:              03/31/96

                                            SPECIAL REPORT
                                    (Dollar Amounts in Thousands)
                      CLOSE OF BUSINESS DATE:         FDIC Certificate Number:
                         March 31, 1996                     27474    C700     
   --------------------------------------------------------------------------
   LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
   --------------------------------------------------------------------------
   The following information is required by Public Laws 90-44 and 102-242, but
   does not constitute a part of the Report of Condition.  With each Report of
   Condition, these Laws require all banks to furnish a report of all loans or
   other extensions of credit to its executive officers made since the date of
   the previous Report of Condition.  Data regarding individual loans or other
   extensions of credit are not required.  If no such loans or other
   extensions of credit were made during the period, insert "none" against
   subitem (a).  (Exclude the first $15,000 of indebtedness of each executive
   officer under bank credit card plan).  See Sections 215.2 and 215.3 of
   Title 12 of the Code of Federal Regulations (Federal Reserve Board
   Regulation O) for the definitions of "executive officer" and "extension of
   credit," respectively.  Exclude loans and other extensions of credit to
   directors and principals shareholders who are not executive officers.
   --------------------------------------------------------------------------
                                   RCFD
   a.  Number of loans made 
       to executive officers 
       since the previous 
       Call Report date            3561                   NONE         a.
   b.  Total dollar amount of 
       above loans (in thousands 
       of dollars)                 3562                      0         b.
   c.  Range of interest charged 
       on above loans (example: 
       9-3/4% = 9.75)              7701/7702      0.00% to 0.00%        c.


   --------------------------------------------------------------------------
   SIGNATURE AND TITLE OF OFFICER 
   AUTHORIZED TO SIGN REPORT                           DATE (Month, Day, Year)


   _________________________________                    ______________________

   NAME AND TITLE OF PERSON TO WHOM                    AREA CODE/PHONE NUMBER/
   INQUIRIES MAY BE DIRECTED: (TEXT 8903)                           EXTENSION:
                                                       (TEXT 8904)            
                                                        (214) 290-7615        
   Sharon Dean, Senior Manager
<PAGE>

   --------------------------------------------------------------------------
   Comptroller of the Currency
   Administrator of National Banks
   --------------------------------------------------------------------------
   REPORT OF CONDITION
   --------------------------------------------------------------------------
   Consolidating domestic and foreign subsidiaries of the
   Bank One, Texas, N.A. of Dallas
   in the state Texas, at the close of business on March 31, 1996
   published in response to call made by Comptroller of the Currency, under
   Title 12, United States Code, Section 161.
   Charter Number 27474, Comptroller of the Currency, District.


   Statement of Resources and Liabilities
   --------------------------------------------------------------------------

                                                  Dollars Amounts in Thousands

   ASSETS

   Cash and balances due from depository 
   institutions:
       Noninterest-bearing balances and currency 
       and coin                                                       900,723
       Interest-bearing balances                                      304,954
   Securities:
       Held-to-maturity securities                                    188,444
       Available-for-sale securities                                5,853,871
   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:
       Federal funds sold                                             224,914
       Securities purchased under agreements to 
       resell                                                           1,142
   Loans and lease financing receivables:
       Loan and leases, net of unearned income                     10,737,544
       LESS:  Allowance for loan and lease losses                     118,958
       LESS:  Allocated transfer risk reserve                               0
       Loans and leases, net of unearned income, 
       allowance, and reserve                                      10,618,586
   Assets held in trading accounts                                          0
   Premises and fixed assets (including 
   capitalized leases)                                                178,638
   Other real estate owned                                              5,113
   Investments in unconsolidated subsidiaries 
   and associated companies                                               693
   Customers' liability to this bank on 
   acceptances outstanding                                              3,427
   Intangible assets                                                   16,328
   Other assets                                                       359,098
   Total assets                                                    18,655,931
<PAGE>

   --------------------------------------------------------------------------
   Administrator of National Banks
   --------------------------------------------------------------------------
   Bank One, Texas, N.A.
   REPORT OF CONDITION (Continued)
                                                  Dollars Amounts in Thousands

   LIABILITIES

   Deposits:
       In domestic offices                                         14,967,073
         Noninterest-bearing                        3,505,812
         Interesting-bearing                       11,461,261
       In foreign offices, Edge and 
       Agreement subsidiaries, and IBFs                               489,220
         Noninterest-bearing                                0
         Interest-bearing                             489,220
   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:
       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 Federal funds purchased                            562,829
       Securities sold under agreements 
       to repurchase                                                        7
   Demand notes issued to the U.S. Treasury                           313,333
   Trading liabilities                                                    645
   Other borrowed money:
       With original maturity of one year 
       or less                                                        301,905
       With original maturity of more than 
       one year                                                             0
   Mortgage indebtedness and obligations under 
   capitalized leases                                                     140
   Bank's liability on acceptances executed and 
   outstanding                                                          3,427
   Subordinated notes and debentures                                        0
   Other liabilities                                                  582,060
   Total liabilities                                               17,220,639
   Limited-life preferred stock and related 
   surplus                                                                  0

   EQUITY CAPITAL

   Perpetual preferred stock and related 
   Surplus                                                                  0
   Common stock                                                       224,000
   Surplus                                                            786,541
   Undivided profits and capital reserves                             401,295
   Net unrealized holding gains (losses) 
   on available-for-sale securities                                    23,456
   Cumulative foreign currency translation 
   adjustments                                                              0
   Total equity capital                                             1,435,292
   Total Liabilities, Limited-Life preferred 
   stock and equity capital                                        18,655,931 
<PAGE>

   We, the undersigned directors, attest to the correctness of this statement
   of resources and liablities.  We 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 and is true and correct.

   _________________________________

   _________________________________

   _________________________________
    

   I, Bobby Doxey

   of the above-named bank do hereby declare that this Report of Condition is
   true and correct to the best of mu knowledge and belief.


   _________________________________
            Signature


   _________________________________
            Date