Floating Rate Note ( )  7.38%                  Fixed Rate Note (X)
Senior Medium-Term Note ( )                       Subordinated Medium-Term Note ( )

Principal Amount:       $20,000,000                  Issue Price 100%
Original Issue Date:    May 10, 1995             Specified Currency:  U.S. Dollars
Interest Accrual Date:  May 10, 1995             Maturity Date:  May 10, 2005

Redemption Date(s):   None                         New           Notice of
Redemption Price(s):  N/A                           Maturity        Renewal
Authorized Denominations (if other than       Date(s):      Dates(s):
  denominations of $1,000 and integral          ----------        ------------
  multiples of $1,000 in excess thereof
  in U.S. Dollars):   N/A

Prepayment Date(s):   None                         Interest Payment Period:
Prepayment Price(s):  N/A                           Semi-Annual

Original Issue Discount Note:                   Interest Payment Dates:
( ) Yes    (X) No                                   May 1 and November 1
Total Amount of OID:         N/A
Yield to Maturity:           N/A                     Global Security: (X) Yes   ( ) No
Initial Accrual Period OID:  N/A                     Exchange Rate Agent:       N/A
Method Used to Determine Yield                 Historical Exchange Rate:  N/A
  to Maturity and Initial
  Accrual Period OID:        N/A

For Floating Rate Notes Only:                   Spread (plus or minus):    N/A
  Initial Interest Rate:     N/A                     Spread Multiplier:         N/A
  Index Maturity:            N/A                     Maximum Interest Rate:     N/A
  Base Rate(s):              N/A                     Minimum Interest Rate:     N/A
  If LIBOR, Designated LIBOR Page:                 Calculation Rate Agent:    N/A
  ( ) LIBOR Reuters                               Names of Agents:  Goldman Sachs;
  ( ) LIBOR Telerate                             Lehman Brothers; Morgan Stanley
Index Currency:  U.S. Dollars                   Agent's Discount or Commission:
Interest Reset Period:       N/A                       $   125,000 (.625%)
Interest Reset Dates:        N/A                     Net Proceeds to Company:
                                                  $19,875,000