Second Amended and Restated Credit Agreement - The Walt Disney Co. and Citicorp USA Inc.


          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                   Dated as of April 12, 1995

                             Among

                    THE WALT DISNEY COMPANY

                          as Borrower

                              and

            THE FINANCIAL INSTITUTIONS NAMED HEREIN

                           as Lenders

                              and

                       CITICORP USA, INC.

                            as Agent






                       TABLE OF CONTENTS

Section                                                     Page
                                                            

                           ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS

1.01     Certain Defined Terms                                 1
1.02     Computation of Time Periods                           8
1.03     Accounting Terms                                      8

                           ARTICLE II
               AMOUNTS AND TERMS OF THE ADVANCES

2.01    The Advances                                           9
2.02    Making the Advances                                    9
2.03    Facility Fee                                          10
2.04    Reduction of the Commitments                          10
2.05    Repayment of Advances                                 10
2.06    Interest on Advances                                  10
2.07    Additional Interest on Eurodollar Rate
          Advances                                            10
2.08    Interest Rate Determination                           11
2.09    Voluntary Conversion of Advances                      12
2.10    Prepayments of Advances                               12
2.11    Increased Costs                                       12
2.12    Illegality                                            13
2.13    Payments and Computations                             13
2.14    Taxes                                                 14
2.15    Sharing of Payments, Etc.                             15
2.16    Mandatory Assignment by a Lender; Mitigation          16
2.17    Evidence of Debt                                      16
2.18    Use of Proceeds                                       17
2.19    Extension of Termination Date                         17
2.20    Withdrawing Lenders                                   17

                          ARTICLE III
            CONDITIONS OF EFFECTIVENESS AND LENDING

3.01    Conditions Precedent to Effectiveness
               of this Agreement                              17
3.02    Conditions Precedent to Each
               Borrowing                                      18

                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES

4.01    Representations and Warranties of the Borrower        18
4.02    Additional Representation and Warranty
               of the Borrower                                19


Section                                                      Page

                           ARTICLE V
                   COVENANTS OF THE BORROWER

5.01    Affirmative Covenants                                 19
5.02    Negative Covenant                                     21

                           ARTICLE VI
                       EVENTS OF DEFAULT

6.01    Events of Default                                     21

                          ARTICLE VII
                           THE AGENT

7.01    Authorization and Action                              22
7.02    Agent's Reliance, Etc                                 23
7.03    CUSA and Affiliates                                   23
7.04    Lender Credit Decision                                23
7.05    Indemnification                                       23
7.06    Successor Agent                                       24

                          ARTICLE VIII
                         MISCELLANEOUS
8.01    Amendments, Etc.                                      24
8.02    Notices, Etc.                                         24
8.03    No Waiver; Remedies                                   25
8.04    Costs and Expenses                                    25
8.05    Right of Set-off                                      25
8.06    Binding Effect                                        25
8.07    Assignments and Participations                        26
8.08    Indemnification                                       27
8.09    Confidentiality                                       28
8.10    Consent to Jurisdiction and Service of Process        28
8.11    Governing Law                                         29
8.12    Execution in Counterparts                             29


                     SCHEDULES AND EXHIBITS


Schedule I     -    List of Applicable Lending Offices
Exhibit A      -    Notice of Borrowing
Exhibit B      -    Assignment and Acceptance
Exhibit C      -    Form of Opinion of Counsel for the Borrower
Exhibit D-1    -    Form of Foreign Lender Certificate
Exhibit D-2    -    Form of Foreign Lender Certificate
Exhibit E      -    Form of Withdrawal Agreement


          SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                   Dated as of April 12, 1995


     THE WALT DISNEY COMPANY, a Delaware corporation (the
"Borrower"), the financial institutions (the "Initial Lenders")
listed on the signature pages hereof under the heading "Initial
Lenders", and CITICORP USA, INC., a Delaware corporation
("CUSA"), as agent (the "Agent") for the Lenders hereunder, agree
as follows:

                     PRELIMINARY STATEMENTS

      The  parties hereto are parties to an Amended and  Restated
Credit Agreement dated as of October 3, 1994.  The parties hereto
now  wish  to amend and restate such Amended and Restated  Credit
Agreement in its entirety as follows:


                           ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS

      SECTION  1.01.   Certain Defined Terms.  As  used  in  this
Agreement, the following terms shall have the following  meanings
(such meanings to be equally applicable to both the singular  and
plural forms of the terms defined):

           "Advance" means an advance by a Lender to the Borrower
     as  part of a Borrowing and refers to a Base Rate Advance or
     a  Eurodollar Rate Advance, each of which shall be a  "Type"
     of Advance.

           "Affiliate" means, as to any Person, any other  Person
     that, directly or indirectly, controls, is controlled by  or
     is under common control with such Person or is a director or
     officer of such Person.

           "Agent's  Account"  means such account  of  the  Agent
     maintained  by  the Agent at the office of Citibank  at  399
     Park  Avenue, New York, New York, as the Agent shall  notify
     the Borrower and the Lenders from time to time.

           "Agreement"  means  this Second Amended  and  Restated
     Credit Agreement, as it may be amended from time to time  in
     accordance with Section 8.01 hereof.

          "Anniversary Date" means February 15, 1996 and February
     15  in  each  succeeding calendar year occurring during  the
     term of this Agreement.

          "Applicable Lending Office" means, with respect to each
     Lender, such Lender's Domestic Lending Office in the case of
     a  Base  Rate  Advance and such Lender's Eurodollar  Lending
     Office in the case of a Eurodollar Rate Advance.

           "Assignment  and Acceptance" means an  assignment  and
     acceptance  entered  into  by  a  Lender  and  an   Eligible
     Assignee,  and  accepted by the Agent, in substantially  the
     form of Exhibit B hereto.

           "Base  Rate"  means, for each day  in  any  period,  a
     fluctuating  interest rate per annum as shall be  in  effect
     from  time  to time which rate per annum shall at all  times
     for such day during such period be equal to the highest of:

                     (a)  the rate of interest announced publicly
          by  Citibank in New York, New York, from time to  time,
          as Citibank's base rate as in effect for such day; or

                     (b)  The sum (adjusted to the nearest 1/4 of
          one  percent  or,  if there is no nearest  1/4  of  one
          percent, to the next higher 1/4 of one percent) of  (i)
          1/2  of  one  percent  per annum, plus  (ii)  the  rate
          obtained  by dividing (A) the latest three-week  moving
          average  of secondary market morning offering rates  in
          the  United  States  for  three-month  certificates  of
          deposit of major United States money market banks, such
          three-week moving average (adjusted to the basis  of  a
          year  of  365  or 366 days, as the case may  be)  being
          determined weekly on each Monday (or, if any  such  day
          is  not a Business Day, on the next succeeding Business
          Day)  for  the three-week period ending on the previous
          Friday  by Citibank on the basis of such rates reported
          by  certificate of deposit dealers to and published  by
          the  Federal  Reserve  Bank of New  York  or,  if  such
          publication  shall be suspended or terminated,  on  the
          basis of quotations for such rates received by Citibank
          from  three New York certificate of deposit dealers  of
          recognized  standing selected by  Citibank,  by  (B)  a
          percentage equal to 100% minus the average of the daily
          percentages specified during such three-week period  by
          the  Board  of Governors of the Federal Reserve  System
          (or  any successor) for determining the maximum reserve
          requirement  (including,  but  not  limited   to,   any
          emergency,  supplemental  or  other  marginal   reserve
          requirement)  for  Citibank in respect  of  liabilities
          consisting  of  or including (among other  liabilities)
          three-month  U.S. dollar nonpersonal time  deposits  in
          the  United States, plus (iii) the average during  such
          three-week  period  of  the  annual  assessment   rates
          estimated by Citibank for determining the then  current
          annual  assessment payable by Citibank to  the  Federal
          Deposit  Insurance Corporation (or any  successor)  for
          insuring U.S. dollar deposits of Citibank in the United
          States; or

                     (c)  0.50% per annum above the Federal Funds
          Rate for such day.

           "Base  Rate  Advance"  means an  Advance  which  bears
     interest as provided in Section 2.06(a)(i).

            "Borrowing"   means   a   borrowing   consisting   of
     simultaneous Advances of the same Type made by each  of  the
     Lenders pursuant to Section 2.01.

           "Business Day" means a day of the year on which  banks
     are  not  required or authorized to close  in  Los  Angeles,
     California,  or  New York City, New York, or San  Francisco,
     California,  or, if the applicable Business Day  relates  to
     any  Eurodollar Rate Advances, on which dealings are carried
     on in the London interbank market.

           "Citibank"  means Citibank, N.A., a  national  banking
     association.

          "Commitment" has the meaning specified in Section 2.01.

           "Consolidated Adjusted Indebtedness" means, as of  any
     date of determination, all indebtedness of the Borrower  and
     its  subsidiaries on a consolidated basis  which  would,  in
     accordance  with  GAAP be classified as a liability  of  the
     Borrower  and its subsidiaries, excluding, however  (i)  all
     deferred  income taxes and unearned deposits  and  advances,
     (ii) subordinated indebtedness represented by the Borrower's
     Liquid Yield Option Notes due 2005, (iii) other indebtedness
     of  the  Borrower  for borrowed money which is  subordinated
     upon  and otherwise containing terms and conditions no  less
     favorable  to  the Lenders than the provisions contained  in
     the  Borrower's Liquid Option Yield Notes due 2005, and (iv)
     indebtedness for borrowed money which is secured by any Lien
     upon  any  asset  of the Borrower or its subsidiaries  which
     asset is not included in Consolidated Unencumbered Assets.

           "Consolidated EBIT" means, for any accounting  period,
     net income (or net loss, as the case may be) of the Borrower
     and  its  subsidiaries  on  a consolidated  basis  for  such
     period,  as determined in accordance with GAAP, plus amounts
     which,  in the determination of such consolidated net income
     (or net loss, as the case may be) for such period, have been
     deducted  for  (i)  Consolidated Interest Expense  and  (ii)
     consolidated income tax expense.

           "Consolidated Interest Expense" means, for any period,
     total  interest expense of the Borrower and its subsidiaries
     on  a consolidated basis for such period with respect to all
     outstanding  Debt of the Borrower and its subsidiaries,  all
     as determined in conformity with GAAP.

           "Consolidated Unencumbered Assets" means,  as  of  any
     date of determination, the sum of all amounts which are,  in
     accordance  with  GAAP,  included  under  "assets"  on   the
     consolidated   balance  sheet  of  the  Borrower   and   its
     subsidiaries, provided, however, that such amounts shall  be
     net of all amounts attributable to (without duplication) (i)
     accumulated depreciation, (ii) any asset or group of  assets
     that  is  subject to Liens securing obligations in aggregate
     amount equal to more than 33 1/3% of the


     aggregate  net book value of such asset or group of  assets,
     (iii)  any  asset  that is included under  the  consolidated
     captions  "Film Production Costs - In process" and "Projects
     in  Progress"  (or  alternative  similar  captions)  on  the
     consolidated   balance  sheet  of  the  Borrower   and   its
     subsidiaries, (iv) goodwill, trademarks, tradenames, and all
     other  similar  items which are treated  as  intangibles  in
     conformity with GAAP, (v) all prepaid expenses, deferred  or
     capitalized  costs, unamortized debt discount  and  progress
     payments, and work in process on the date hereof,  and  (vi)
     any items not included in clauses (ii) through (v) which are
     treated as intangibles in conformity with GAAP.

           "Convert", "Conversion" and "Converted" each refers to
     a  conversion  of  Advances of one  Type  into  Advances  of
     another Type pursuant to Section 2.08 or 2.09.

           "Debt" means (i) indebtedness for borrowed money, (ii)
     obligations evidenced by bonds, debentures, notes  or  other
     similar  instruments, (iii) obligations to pay the  deferred
     purchase  price  of property or services (other  than  trade
     payables incurred in the ordinary course of business),  (iv)
     obligations as lessee under leases which shall have been  or
     should  be,  in  accordance with GAAP, recorded  as  capital
     leases,   and  (v)  obligations  under  direct  or  indirect
     guaranties  in  respect of, and obligations  (contingent  or
     otherwise) to purchase or otherwise acquire, or otherwise to
     assure  a  creditor against loss in respect of, indebtedness
     or obligations of others of the kinds referred to in clauses
     (i) through (iv) above.

           "Domestic Lending Office" means, with respect  to  any
     Lender, the office of such Lender specified as its "Domestic
     Lending Office" opposite its name on Schedule I hereto or in
     the Assignment and Acceptance pursuant to which it became  a
     Lender,  or such other office of such Lender as such  Lender
     may from time to time specify to the Borrower and the Agent.

           "Effective Date" means April 12, 1995, or  such  later
     date on or before May 1, 1995 as shall be agreed upon by the
     Agent and the Borrower.

          "Eligible Assignee" means (i) any Initial Lender or any
     Affiliate of any Initial Lender and (ii) any bank  or  other
     financial institution, or any other Person, which  has  been
     approved  in  writing by the Borrower and the  Agent  as  an
     Eligible  Assignee for purposes of this Agreement; provided,
     however,  that  neither  the  Borrower's  approval  nor  the
     Agent's   approval  shall  be  unreasonably  withheld;   and
     provided,  further, however, that Borrower may withhold  its
     approval  if Borrower reasonably believes that an assignment
     to  such  Eligible  Assignee pursuant to Section  8.07  will
     result  in the incurrence of increased costs payable by  the
     Borrower pursuant to Sections 2.11 or 2.14.

            "Environmental   Claim"  means  any   administrative,
     regulatory  or judicial action, suit, demand,  claim,  lien,
     notice  or proceeding relating to any Environmental  Law  or
     any Environmental Permit.

           "Environmental Law" means any federal, state or  local
     statute,  law,  rule,  regulation,  ordinance,  code,   duly
     promulgated policy or rule of common law now or hereafter in
     effect  and  in  each case as amended, and any  judicial  or
     administrative interpretation thereof, including any  order,
     consent  decree  or judgment, relating to  the  environment,
     health, safety or any Hazardous Material.

           "Environmental  Permit" means  any  permit,  approval,
     identification   number,  license  or  other   authorization
     required under any applicable Environmental Law.

           "ERISA"  means the Employee Retirement Income Security
     Act  of  1974,  as  amended  from  time  to  time,  and  the
     regulations promulgated and rulings issued thereunder.

           "ERISA Affiliate" means any Person who for purposes of
     Title  IV  of ERISA is a member of the Borrower's controlled
     group, or under common control with the Borrower, within the
     meaning of Section 414 of the Internal Revenue Code of 1986,
     as amended.

           "ERISA Event" means (a) the occurrence with respect to
     a  Plan of a reportable event, within the meaning of Section
     4043  of  ERISA,  unless the 30-day notice requirement  with
     respect thereto  has  been  waived  by  the  Pension Benefit 
     Guaranty Corporation; (b) the provision by the administrator
     of any Plan of a notice of  intent  to  terminate such Plan,
     pursuant to Section 4041(a) (2) of ERISA (including any such
     notice  with  respect  to  a  plan  amendment referred to in 
     Section  4041(e) of ERISA);  (c) the cessation of operations
     by the Borrower or any  ERISA Affiliate at a facility in the
     circumstances described in Section 4062(e) of ERISA; (d) the
     withdrawal by  the  Borrower or  any ERISA  Affiliate from a
     Multiple Employer Plan during a  plan year for which it  was
     a substantial  employer, as defined in Section 4001(a)(2) of
     ERISA;  (e)  the  failure  by  the  Borrower  or  any  ERISA
     Affiliate to  make  a payment to a Plan described in Section
     302(f)(1)(A) of ERISA;  (f) the adoption of an  amendment to
     a Plan  requiring  the  provision  of security to such Plan,
     pursuant to Section 307  of ERISA; or (g) the institution by
     the Pension Benefit  Guaranty  Corporation of proceedings to
     terminate a  Plan, pursuant to Section 4042 of ERISA, or the
     occurrence of any  event or  condition  which is  reasonably
     likely to constitute grounds under Section 4042 of ERISA for
     the termination  of, or  the  appointment  of  a  trustee to
     administer, a Plan.

           "Eurocurrency Liabilities" has the meaning assigned to
     that  term in Regulation D of the Board of Governors of  the
     Federal Reserve System, as in effect from time to time.

           "Eurodollar Lending Office" means, with respect to any
     Lender,  the  office  of  such  Lender  specified   as   its
     "Eurodollar Lending Office" opposite its name on Schedule  I
     hereto or in the Assignment and Acceptance pursuant to which
     it  became a Lender (or, if no such office is specified, its
     Domestic  Lending  Office), or such  other  office  of  such
     Lender  as such Lender may from time to time specify to  the
     Borrower and the Agent.

           "Eurodollar Rate" means, for any Interest  Period  for
     each  Eurodollar Rate Advance comprising part  of  the  same
     Borrowing,  an interest rate per annum equal to the  average
     (rounded upward to the nearest whole multiple of 1/16 of  1%
     per  annum, if such average is not such a multiple)  of  the
     rate per annum at which deposits in U.S. dollars are offered
     by  the  principal office of each of the Reference Banks  in
     London,  England  to  prime banks in  the  London  interbank
     market  at 11:00 A.M. (London time) two Business Days before
     the first day of such Interest Period for a period equal  to
     such Interest Period and in an amount substantially equal to
     such  Reference Bank's (or in the case of Citibank,  CUSA's)
     Eurodollar  Rate Advance comprising part of such  Borrowing.
     The  Eurodollar  Rate  for  any  Interest  Period  for  each
     Eurodollar  Rate  Advance  comprising  part  of   the   same
     Borrowing shall be determined by the Agent on the  basis  of
     applicable rates furnished to and received by the Agent from
     the  Reference Banks two Business Days before the first  day
     of such Interest Period, subject, however, to the provisions
     of Section 2.08.

           "Eurodollar Rate Advance" means an Advance which bears
     interest as provided in Section 2.06(a)(ii).

           "Eurodollar Rate Margin" means, for any day, the  rate
     per  annum  opposite  the  higher  of  the  ratings  of  the
     Borrower's long-term public senior debt securities  as  most
     recently announced by S&P and Moody's:

               Rating                        Rate Per Annum

        S&P               Moody's

    A+ or higher        A1 or higher             0.125%

    A/A-                A2/A3                    0.200%

    BBB+/BBB            Baa1/Baa2                0.250%

    BBB- or lower       Baa3 or lower            0.500%
    or no rating        or no rating


           "Eurodollar Rate Reserve Percentage" of any Lender for
     any  Interest  Period for any Eurodollar Rate Advance  means
     the  reserve  percentage  applicable  during  such  Interest
     Period  (or  if more than one such percentage  shall  be  so
     applicable, the daily average of such percentages for  those
     days   in  such  Interest  Period  during  which  any   such
     percentage shall be so applicable) under regulations  issued
     from  time to time by the Board of Governors of the  Federal
     Reserve  System  (or  any  successor)  for  determining  the
     maximum  reserve requirement (including, without limitation,
     any   emergency,  supplemental  or  other  marginal  reserve
     requirement) for such Lender with respect to liabilities  or
     assets  consisting of or including Eurocurrency  Liabilities
     having a term equal to such Interest Period.

           "Events  of  Default"  has the  meaning  specified  in
     Section 6.01.

           "Existing  Credit  Agreement" means  the  Amended  and
     Restated Credit Agreement dated as of October 3, 1994  among
     the  Borrower, the financial institutions party thereto  and
     Citicorp USA, Inc. as Agent, as amended to the date hereof.

           "Facility Fee Percentage" means, for any day, the rate
     per  annum  opposite  the  higher  of  the  ratings  of  the
     Borrower's long-term public senior debt securities  as  most
     recently announced by S&P and Moody's:
                 Rating                           Rate Per Annum

          S&P              Moody's

      A+ or higher        A1 or higher             0.070%

      A/A-                A2/A3                    0.100%

      BBB+/BBB            Baa1/Baa2                0.150%

      BBB- or lower       Baa3 or lower            0.250%
      or no rating        or no rating


            "Federal  Funds  Rate"  means,  for  any  period,   a
     fluctuating  interest  rate per annum  equal  for  each  day
     during  such period to the weighted average of the rates  on
     overnight  Federal funds transactions with  members  of  the
     Federal Reserve System arranged by Federal funds brokers, as
     published  for such day (or, if such day is not  a  Business
     Day,  for  the next preceding Business Day) by  the  Federal
     Reserve  Bank  of  New  York, or, if such  rate  is  not  so
     published  for any day which is a Business Day, the  average
     of the quotations for such day on such transactions received
     by  the Agent from three Federal funds brokers of recognized
     standing selected by the Agent.

           "GAAP"  means generally accepted accounting principles
     consistent  with  those applied in the  preparation  of  the
     financial  statements referred to in Section  4.01(c)  dated
     September  30, 1994, subject, however, to the provisions  of
     Section 1.03.

            "Hazardous  Material"  means  (i)  any  petroleum  or
     petroleum product, natural or synthetic gas, asbestos in any
     form that is or could become friable, urea formaldehyde foam
     insulation, or radon gas; or (ii) any substance  defined  as
     or  included  in  the definition of "hazardous  substances,"
     hazardous wastes," hazardous materials," "toxic substances,"
     "contaminants" or "pollutants," or words of similar  import,
     under  any applicable Environmental Law; or (iii) any  other
     substance to which exposure is regulated by any governmental
     activity.

           "Interest  Period"  means, for  each  Eurodollar  Rate
     Advance  comprising part of the same Borrowing,  the  period
     commencing  on the date of such Eurodollar Rate  Advance  or
     the  date  of  the Conversion of any Base Rate Advance  into
     such a Eurodollar Rate Advance and ending on the last day of
     the   period  selected  by  the  Borrower  pursuant  to  the
     provisions  below  and, thereafter, each  subsequent  period
     commencing  on  the  last day of the  immediately  preceding
     Interest  Period and ending on the last day  of  the  period
     selected  by the Borrower pursuant to the provisions  below.
     The duration of each such Interest Period shall be one, two,
     three, six or, if generally available, twelve months as  the
     Borrower  may, upon notice received by the Agent  not  later
     than  1:00  P.M. (New York City time) on the third  Business
     Day  prior to the first day of such Interest Period, select;
     provided, however, that:

                     (i)  Interest Periods commencing on the same
          date  for Eurodollar Rate Advances comprising  part  of
          the same Borrowing shall be of the same duration;

                     (ii)  Whenever the last day of any  Interest
          Period  would  otherwise occur on a day  other  than  a
          Business  Day,  the  last day of such  Interest  Period
          shall  be  extended  to occur on  the  next  succeeding
          Business  Day,  provided, that if such extension  would
          cause the last day of such Interest Period to occur  in
          the next following calendar month, the last day of such
          Interest  Period  shall  occur on  the  next  preceding
          Business Day; and

                    (iii)     The Borrower may not select for any
          Advance  any  Interest  Period  which  ends  after  the
          Termination Date.

           "Lenders"  means  the Initial Lenders  listed  on  the
     signature pages hereof and each Eligible Assignee that shall
     become  a  party hereto pursuant to Section 8.07;  provided,
     however, that for purposes of any determination to  be  made
     under  Sections 2.07, 2.11, 2.12 or 8.04(b) with respect  to
     CUSA  in its capacity as a Lender, "Lender" shall be  deemed
     to include Citibank.

           "Lien"  means  any lien, security interest,  or  other
     charge  or  encumbrance of any kind, or any  other  type  of
     preferential arrangement which has the same effect as a lien
     or  security  interest, including, without  limitation,  any
     conditional   sale   or  title  retention   agreement,   any
     capitalized lease, and the filing of, or agreement to  give,
     any financing statement under the Uniform Commercial Code or
     comparable law of any jurisdiction, but excluding,  however,
     (i)  materialmen's, suppliers', tax and other similar  liens
     arising  in  the  ordinary course of business  and  securing
     obligations which are not overdue or are being contested  in
     good faith by appropriate proceedings, (ii) liens arising in
     connection   with   workmen's   compensation,   unemployment
     insurance,  and  appeal and release bonds, and  (iii)  liens
     incurred   in  the  ordinary  course  of  business  securing
     obligations  or  claims aggregating at any  time  less  than
     $50,000,000.

           "Majority Lenders" means at any time Lenders  owed  at
     least  66 2/3% of the then aggregate unpaid principal amount
     of  the  Advances owing to Lenders, or, if no such principal
     amount is then outstanding, Lenders having at least 66  2/3%
     of  the  Commitments (provided that, for  purposes  of  this
     definition, neither the Borrower, nor any of its Affiliates,
     if a Lender, shall be included in the Majority Lenders).

            "Material  Subsidiary"  means  a  subsidiary  of  the
     Borrower whose total assets exceed $50,000,000.

          "Moody's" means Moody's Investors Service, Inc. and its
     successors.

           "Multiemployer  Plan" means a multiemployer  plan,  as
     defined  in  Section  4001(a)(3)  of  ERISA,  to  which  the
     Borrower  or  any ERISA Affiliate is making or  accruing  an
     obligation to make contributions, or has within any  of  the
     preceding  five plan years made or accrued an obligation  to
     make contributions.

           "Multiple Employer Plan" means a single employer plan,
     as  defined  in Section 4001(a)(15) of ERISA,  that  (i)  is
     maintained  for  employees  of the  Borrower  or  any  ERISA
     Affiliate  and at least one Person other than  the  Borrower
     and  its ERISA Affiliates or (ii) was so maintained  and  in
     respect  of  which the Borrower or an ERISA Affiliate  could
     have  liability under Section 4064 or 4069 of ERISA  in  the
     event such plan has been or were to be terminated.

           "Notice  of  Borrowing" has the meaning  specified  in
     Section 2.02(a).

           "Person" means an individual, partnership, corporation
     (including  a  business trust), joint stock company,  trust,
     unincorporated association, joint venture, or other  entity,
     or  a  government  or  any political subdivision  or  agency
     thereof.

           "Plan"  means  a Single Employer Plan  or  a  Multiple
     Employer Plan.

           "Reference  Banks"  means Bank of  America  NT  & SA,
     Bankers  Trust  Company, Citibank and Morgan Guaranty  Trust
     Company of New York.

            "Register"  has  the  meaning  specified  in  Section
     8.07(c).

           "S&P"  means Standard & Poor's Ratings Group  and  its
     successors.

          "Single Employer Plan" means a single employer plan, as
     defined  in  Section  4001(a)(15)  of  ERISA,  that  (i)  is
     maintained  for  employees  of  the  Borrower  or  an  ERISA
     Affiliate  and  no  Person other than the Borrower  and  its
     ERISA Affiliates or (ii) was so maintained and in respect of
     which  the  Borrower  or  an  ERISA  Affiliate  could   have
     liability under Section 4069 of ERISA in the event such plan
     has been or were to be terminated.

           "Termination  Date" means, subject  to  Section  2.19,
     February  15,  2000  or the earlier date of  termination  in
     whole of the Commitments pursuant to Section 2.04 or 6.01.

           "United  States" or "U.S." each mean United States  of
     America.

            "Withdrawal   Agreement"  means   an   agreement   in
     substantially the form of Exhibit E hereto.

           "Withdrawing Lender" means each financial  institution
     which   was   a  party  to  the  Existing  Credit  Agreement
     immediately prior to the effectiveness of this Agreement but
     is not a party to this Agreement, as identified in Exhibit E
     hereto.

      SECTION  1.02.   Computation  of  Time  Periods.   In  this
Agreement  in the computation of periods of time from a specified
date  to a later specified date, the word "from" means "from  and
including"  and  the words "to" and "until" each  means  "to  but
excluding".

      SECTION 1.03.  Accounting Terms.  All accounting terms  not
specifically defined herein shall be construed in accordance with
generally  accepted accounting principles consistent  with  those
applied  in the preparation of the financial statements  referred
to  in  Section  4.01(c)  dated  September  30,  1994;  provided,
however, that if any changes in accounting principles from  those
used  in  the preparation of such financial statements  hereafter
occur  by  reason  of  the  promulgation of  rules,  regulations,
pronouncements, opinions or other requirements by  the  Financial
Accounting Standards Board or the American Institute of Certified
Public  Accountants  (or  successors  thereto  or  agencies  with
similar  functions)  and  result in a change  in  the  method  of
calculation  of financial covenants or the terms related  thereto
contained  in  this Agreement, the Borrower shall, at  Borrower's
option, (i) furnish to the Agent, together with each delivery  of
the  consolidated, financial statements of the Borrower  and  its
subsidiaries  required  to  be  delivered  pursuant  to   Section
5.01(f),  a  written reconciliation setting forth the differences
that  would have resulted if such financial statements  had  been
prepared   utilizing  accounting  principles  and   policies   in
conformity  with  those used to prepare the financial  statements
referred to in Section 4.01(c) dated September 30, 1994  or  (ii)
enter  into negotiations with the Agent and the Lenders to  amend
such  financial  covenants  or terms equitably  to  reflect  such
changes  so  that  the  criteria  for  evaluating  the  financial
condition of the Borrower and its subsidiaries shall be the  same
after  such  changes  as  if  such changes  had  not  been  made;
provided,  however, that at all times in the case of  clause  (i)
above,  and in the case of clause (ii) above until the  amendment
referred  to in such clause (ii) becomes effective, all covenants
and related calculations under this Agreement shall be performed,
observed  and determined as though no such changes in  accounting
principles had been made.


                           ARTICLE II
                AMOUNTS AND TERMS OF THE ADVANCES

      SECTION 2.01.  The Advances.  Each Lender severally agrees,
on  the  terms  and  conditions hereinafter set  forth,  to  make
Advances  to  the Borrower from time to time on any Business  Day
during the period from the date hereof until the Termination Date
in  an aggregate amount not to exceed at any time outstanding the
amount  set  opposite such Lender's name on the  signature  pages
hereof  or,  if  such Lender has entered into any Assignment  and
Acceptance, set forth for such Lender in the Register  maintained
by  the Agent pursuant to Section 8.07(c), as such amount may  be
reduced  pursuant  to Section 2.04 (such Lender's  "Commitment").
Each  Borrowing  shall be in an aggregate amount  not  less  than
$5,000,000  or  an  integral multiple  of  $1,000,000  in  excess
thereof  and shall consist of Advances of the same Type  made  on
the same day by the Lenders ratably according to their respective
Commitments.  Within the limits of each Lender's Commitment,  the
Borrower may from time to time borrow, prepay pursuant to Section
2.10 and reborrow under this Section 2.01.

      SECTION  2.02.   Making the Advances.  (a)  Each  Borrowing
shall be made on notice, given not later than 1:00 p.m. (New York
City  time)  on the Business Day prior to the date of a  proposed
Borrowing  comprised  of  Base Rate Advances  and  on  the  third
Business  Day prior to the date of a proposed Borrowing comprised
of  Eurodollar Rate Advances, by the Borrower to the Agent, which
shall  give  to each Lender prompt notice thereof by  telecopier,
telex  or  cable.  Each such notice of a Borrowing (a "Notice  of
Borrowing")  shall  be  by telecopier,  telex  or  cable,  or  by
telephone, confirmed immediately by telecopier, telex  or  cable,
in substantially the form of Exhibit A hereto, specifying therein
the  requested (i) date of such Borrowing, (ii) Type of  Advances
comprising  such  Borrowing,  (iii)  aggregate  amount  of   such
Borrowing,  and  (iv)  in  the case of a Borrowing  comprised  of
Eurodollar Rate Advances, initial Interest Period for  each  such
Advance.   Each  Lender shall, before 1:00 p.m.  (New  York  City
time)  on  the  date  of such Borrowing, make available  for  the
account  of  its Applicable Lending Office to the  Agent  at  the
Agent's Account, in same day funds, such Lender's ratable portion
of  such Borrowing.  After the Agent's receipt of such funds  and
upon  fulfillment  of  the  applicable conditions  set  forth  in
Article  III,  the  Agent will make such funds available  to  the
Borrower at the office where the Agent's Account is maintained.

     (b)  Anything in subsection (a) above or Section 2.01 to the
contrary  notwithstanding, the Borrower may not select Eurodollar
Rate  Advances for any Borrowing if the aggregate amount of  such
Borrowing is less than $20,000,000.

      (c)   Each  Notice  of Borrowing shall be  irrevocable  and
binding on the Borrower.  In the case of any Borrowing which  the
related  Notice  of  Borrowing specifies is to  be  comprised  of
Eurodollar  Rate  Advances,  the Borrower  shall  indemnify  each
Lender  against any loss, cost or expense incurred by such Lender
as  a  result  of  any failure to fulfill on or before  the  date
specified  in  such  Notice of Borrowing for such  Borrowing  the
applicable  conditions  set  forth  in  Article  III,  including,
without limitation, any loss, cost or expense incurred by  reason
of  the  liquidation or reemployment of deposits or  other  funds
acquired  by such Lender to fund the Advance to be made  by  such
Lender  as part of such Borrowing when such Advance, as a  result
of such failure, is not made on such date.

      (d)   Unless  the Agent shall have received notice  from  a
Lender  prior to the date of any Borrowing that such Lender  will
not make available to the Agent such Lender's ratable portion  of
such  Borrowing, the Agent may assume that such Lender  has  made
such portion available to the Agent on the date of such Borrowing
in  accordance with subsection (a) of this Section 2.02  and  the
Agent  may,  in reliance upon such assumption, make available  to
the  Borrower on such date a corresponding amount.  If and to the
extent  that  such  Lender shall not have so  made  such  ratable
portion available to the Agent, such Lender agrees to pay to  the
Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is  made
available to the Borrower until the date such amount is  paid  to
the Agent, at the Federal Funds Rate; provided, however, that (i)
within two Business Days after any Lender shall fail to make such
ratable  portion available to the Agent, the Agent  shall  notify
the  Borrower of such failure and (ii) if such Lender  shall  not
pay  such  corresponding amount to the Agent within two  Business
Days after such demand by the Agent, the Borrower agrees to repay
to the Agent forthwith, upon demand by the Agent to the Borrower,
such  corresponding  amount together with interest  thereon,  for
each  day  from  the date such amount is made  available  to  the
Borrower  until the date such amount is repaid to the  Agent,  at
the  interest rate applicable at the time to Advances  comprising
such  Borrowing.  If and to the extent such corresponding  amount
shall be paid by such Lender to the Agent in accordance with this
Section  2.02(d),  such  amount so  paid  shall  constitute  such
Lender's Advance as part of such Borrowing for purposes  of  this
Agreement.

      (e)   The failure of any Lender to make the Advance  to  be
made  by it as part of any Borrowing shall not relieve any  other
Lender  of its obligation, if any, hereunder to make its  Advance
on the date of such Borrowing, but no Lender shall be responsible
for  the  failure of any other Lender to make the Advance  to  be
made by such other Lender on the date of any Borrowing.

      SECTION 2.03.  Facility Fee.  The Borrower agrees to pay to
each Lender a facility fee on the amount (whether used or unused)
of  such Lender's Commitment from the Effective Date in the  case
of  each Initial Lender and from the effective date specified  in
the  Assignment  and Acceptance pursuant to  which  it  became  a
Lender  in  the  case of each other Lender until the  Termination
Date,  payable quarterly in arrears on the first Business Day  of
each  January, April, July and October during the  term  of  such
Lender's  Commitment, commencing on July  3,  1995,  and  on  the
Termination Date, at the rate per annum equal to the Facility Fee
Percentage in effect from time to time.

      SECTION  2.04.  Reduction of the Commitments.  The Borrower
shall  have the right, upon at least three Business Days'  notice
to the Agent, to terminate in whole or reduce ratably in part the
unused  portions  of the respective Commitments of  the  Lenders,
provided  that  each partial reduction shall be in the  aggregate
amount  of  $5,000,000 or an integral multiple of  $1,000,000  in
excess thereof.

      SECTION  2.05.  Repayment of Advances.  The Borrower  shall
repay  to  each  Lender  on the Termination  Date  the  aggregate
principal amount of the Advances then owing to such Lender.

       SECTION   2.06.   Interest  on  Advances.   (a)   Ordinary
Interest.  The Borrower shall pay to each Lender interest on  the
unpaid principal amount of each Advance owing to such Lender from
the  date  of such Advance until such principal amount  shall  be
paid in full, at the following rates per annum:

           (i)   Base Rate Advances.  During such periods as such
     Advance  is a Base Rate Advance, a rate per annum  equal  at
     all  times  to the remainder of (A) the Base Rate in  effect
     from  time to time minus (B) the Facility Fee Percentage  in
     effect  from time to time, payable quarterly in  arrears  on
     the  first  Business Day of each January, April,  July,  and
     October  during such periods and on the date such Base  Rate
     Advance shall be Converted or paid in full.

           (ii) Eurodollar Rate Advances.  During such periods as
     such  Advance is a Eurodollar Rate Advance, a rate per annum
     equal  at  all  times during each Interest Period  for  such
     Advance  to the sum of the Eurodollar Rate for such Interest
     Period  plus the Eurodollar Rate Margin in effect from  time
     to time, payable in arrears on the last day of such Interest
     Period  and, if such Interest Period has a duration of  more
     than  three  months, on the date which occurs  three  months
     and,  if  applicable, six months and nine months  after  the
     first day of such Interest Period.

      (b)  Default Interest.  The Borrower shall pay interest  on
the unpaid principal amount of each Advance that is not paid when
due  and  on  the unpaid amount of all interest, fees  and  other
amounts  payable hereunder that is not paid when due, payable  on
demand, at a rate per annum equal at all times to (i) in the case
of any amount of principal, the greater of (x) 2% per annum above
the   rate  per  annum  required  to  be  paid  on  such  Advance
immediately prior to the date on which such amount became due and
(y)  2% per annum above the Base Rate in effect from time to time
and (ii) in the case of all other amounts, 2% per annum above the
Base Rate in effect from time to time.

      SECTION  2.07.   Additional  Interest  on  Eurodollar  Rate
Advances.  The Borrower shall pay to each Lender, so long as such
Lender  shall  be  required under regulations  of  the  Board  of
Governors of the Federal Reserve System to maintain reserves with
respect  to  liabilities  or assets consisting  of  or  including
Eurocurrency  Liabilities,  additional  interest  on  the  unpaid
principal amount of each Eurodollar Rate Advance of such  Lender,
from the date of such Advance until such principal amount is paid
in  full, at an interest rate per annum equal at all times to the
remainder obtained by subtracting (i) the Eurodollar Rate for the
Interest  Period for such Advance from (ii) the rate obtained  by
dividing such Eurodollar Rate by a percentage equal to 100% minus
the  Eurodollar Rate Reserve Percentage of such Lender  for  such
Interest  Period,  payable  on each date  on  which  interest  is
payable  on  such  Advance.  Such additional  interest  shall  be
determined  by such Lender and notified in reasonable  detail  to
the Borrower through the Agent.

      SECTION  2.08.   Interest  Rate  Determination.   (a)  Each
Reference  Bank agrees to furnish to the Agent timely information
for  the purpose of determining each Eurodollar Rate.  If any one
or  more  of  the Reference Banks shall not furnish  such  timely
information  to  the  Agent for the purpose of  determining  such
interest  rate, the Agent shall determine such interest  rate  on
the  basis  of  timely  information furnished  by  the  remaining
Reference Banks.

      (b)  The Agent shall give prompt notice to the Borrower and
the  Lenders  of the applicable interest rate determined  by  the
Agent  for  purposes  of  Section 2.06(a)(i)  or  (ii),  and  the
applicable rate, if any, furnished by each Reference Bank for the
purpose of determining the applicable interest rate under Section
2.06(a)(ii).

      (c)   If  fewer  than  two Reference Banks  furnish  timely
information to the Agent for determining the Eurodollar Rate  for
any  Eurodollar  Rate  Advances, (i) the  Agent  shall  forthwith
notify the Borrower and the Lenders that the interest rate cannot
be  determined for such Eurodollar Rate Advances, (ii) each  such
Advance  will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance (or if
such Advance is then a Base Rate Advance, will continue as a Base
Rate  Advance), and (iii) the obligation of the Lenders to  make,
or  to  Convert Advances into, Eurodollar Rate Advances shall  be
suspended  until  the  Agent shall notify the  Borrower  and  the
Lenders that the circumstances causing such suspension no  longer
exist.

      (d)  If, with respect to any Eurodollar Rate Advances,  the
Majority  Lenders notify the Agent that the Eurodollar  Rate  for
any Interest Period for such Advances will not adequately reflect
the  cost to such Majority Lenders (which cost each such Majority
Lender  reasonably  determines in  good  faith  is  material)  of
making,  funding or maintaining their respective Eurodollar  Rate
Advances  for such Interest Period, the Agent shall forthwith  so
notify  the  Borrower  and  the Lenders,  whereupon,  unless  the
Eurodollar  Rate Margin shall be increased to reflect such  costs
as  determined  by  such Majority Lenders and as  agreed  by  the
Borrower, (i) each Eurodollar Rate Advance will automatically, on
the  last  day  of  the then existing Interest  Period  therefor,
Convert into a Base Rate Advance, and (ii) the obligation of  the
Lenders  to  make, or to Convert Advances into,  Eurodollar  Rate
Advances  shall  be  suspended until the Majority  Lenders  shall
notify the Agent, and the Agent shall notify the Borrower and the
Lenders, that the circumstances causing such suspension no longer
exist.  The Agent shall use reasonable efforts to determine  from
time to time whether the circumstances causing such suspension no
longer  exist  and,  promptly after  the  Agent  knows  that  the
circumstances causing such suspension no longer exist, the  Agent
shall so notify the Borrower and the Lenders.

      (e)   If the Borrower shall fail to select the duration  of
any   Interest  Period  for  any  Eurodollar  Rate  Advances   in
accordance  with  the provisions contained in the  definition  of
"Interest  Period" in Section 1.01, the Agent will  forthwith  so
notify  the  Borrower  and the Lenders  and  such  Advances  will
automatically,  on  the  last day of the then  existing  Interest
Period therefor, Convert into Base Rate Advances.

      (f)   On  the date on which the aggregate unpaid  principal
amount of Eurodollar Rate Advances comprising any Borrowing shall
be  reduced, by payment or prepayment or otherwise, to less  than
$20,000,000,  such  Eurodollar Rate Advances shall  automatically
Convert  into Base Rate Advances, and on and after such date  the
right  of  the Borrower to Convert such Advances into  Eurodollar
Rate Advances shall terminate; provided, however, that if and  so
long  as  each such Eurodollar Rate Advance shall have  the  same
Interest  Period  as Eurodollar Rate Advances comprising  another
Borrowing  or  Borrowings,  and the  aggregate  unpaid  principal
amount of all such Eurodollar Rate Advances shall equal or exceed
$20,000,000,  the Borrower shall have the right to  continue  all
such Eurodollar Rate Advances as, or to Convert all such Advances
into, Eurodollar Rate Advances having such Interest Period.

      SECTION  2.09.   Voluntary  Conversion  of  Advances.   The
Borrower may on any Business Day, upon notice given to the  Agent
not later than 1:00 P.M. (New York City time) on the Business Day
prior  to  the date of the proposed Conversion in the case  of  a
Conversion of Eurodollar Rate Advances to Base Rate Advances, and
not  later  than  1:00 P.M. (New York City  time)  on  the  third
Business Day prior to the date of the proposed Conversion in  the
case  of  a  Conversion of Base Rate Advances to Eurodollar  Rate
Advances,  and  subject to the provisions of  Sections  2.08  and
2.12,  Convert  all  Advances of one  Type  comprising  the  same
Borrowing into Advances of another Type; provided, however,  that
any  Conversion  of any Eurodollar Rate Advances into  Base  Rate
Advances  shall  be  made on, and only on, the  last  day  of  an
Interest Period for such Eurodollar Rate Advances.  Promptly upon
receipt  from  the Borrower of a notice of a proposed  Conversion
hereunder,   the  Agent  shall  give  notice  of  such   proposed
Conversion  to  each Lender.  Each such notice  of  a  Conversion
shall,  within the restrictions specified above, specify (i)  the
date  of such Conversion, (ii) the Advances to be Converted,  and
(iii)  if  such Conversion is into Eurodollar Rate Advances,  the
duration  of  the  Interest Period for each  such  Advance.   The
Borrower  may  Convert all Eurodollar Rate Advances  of  any  one
Lender into Base Rate Advances of such Lender in accordance  with
the  provisions of Section 2.12 by complying with the  procedures
set  forth in this Section 2.09 as though each reference in  this
Section 2.09 to Advances of any Type was to such Advances of such
Lender.

      SECTION 2.10.  Prepayments of Advances.  The Borrower  may,
upon  at least one Business Day's notice to the Agent in the case
of  Borrowings consisting of Base Rate Advances and upon at least
three  Business  Days'  notice  to  the  Agent  in  the  case  of
Borrowings  consisting of Eurodollar Rate Advances,  stating  the
proposed  date and aggregate principal amount of the  prepayment,
and  if  such  notice  is given the Borrower  shall,  prepay  the
outstanding  principal amounts of the Advances constituting  part
of  the same Borrowing in whole or ratably in part, together with
accrued  interest to the date of such prepayment on the principal
amount   prepaid;  provided,  however,  that  (x)  each   partial
prepayment  shall be in an aggregate principal  amount  not  less
than  $1,000,000 or an integral multiple of $1,000,000 in  excess
thereof,  and  (y)  in  the  case of any  such  prepayment  of  a
Eurodollar  Rate  Advance, the Borrower  shall  be  obligated  to
reimburse  the  Lenders in respect thereof  pursuant  to  Section
8.04(b).

      SECTION  2.11.   Increased Costs.  (a) If  after  the  date
hereof,  due  to  either (i) the introduction of  or  any  change
(other  than  any  change  by way of imposition  or  increase  of
reserve  requirements  included in the  Eurodollar  Rate  Reserve
Percentage) in or in the interpretation of any law or  regulation
or  (ii)  the compliance with any hereafter promulgated guideline
or  request from any central bank or other governmental authority
(whether  or  not having the force of law), there  shall  be  any
increase  in  the  cost  (excluding any allocation  of  corporate
overhead)  to  any  Lender  (which cost  such  Lender  reasonably
determines  in  good faith is material) of agreeing  to  make  or
making,  funding  or maintaining Eurodollar Rate  Advances,  then
such  Lender  shall  so notify the Borrower promptly  after  such
Lender knows of such increased cost and determines that such cost
is material and the Borrower shall from time to time, upon demand
by  such Lender (with a copy of such demand to the Agent), pay to
the  Agent  for  the  account of such Lender  additional  amounts
sufficient to compensate such Lender for such increased cost.   A
certificate  of  such Lender as to the amount of  such  increased
cost  in reasonable detail and stating the basis upon which  such
amount  has  been  calculated and certifying that  such  Lender's
method  of allocating such costs is fair and reasonable and  that
such  Lender's demand for payment of such costs hereunder is  not
inconsistent with its treatment of other borrowers  which,  as  a
credit  matter,  are substantially similar to  the  Borrower  and
which  are  subject  to  similar  provisions,  submitted  to  the
Borrower  and  the Agent by such Lender, shall be conclusive  and
binding for all purposes, absent manifest error.

      (b)  If, after the date hereof, either (i) the introduction
of or change in or in the interpretation of any law or regulation
or   (ii)  the  compliance  by  any  Lender  with  any  hereafter
promulgated guideline or request from any central bank  or  other
governmental authority (whether or not having the force  of  law)
affects  or  would  affect  the amount  of  capital  required  or
expected  to  be  maintained by such Lender  or  any  corporation
controlling  such  Lender  and the  amount  of  such  capital  is
materially  increased  by or based upon  the  existence  of  such
Lender's  commitment to lend hereunder and other  commitments  of
this  type,  then,  such  Lender shall  so  notify  the  Borrower
promptly  after  such Lender makes such determination  and,  upon
demand  by such Lender (with a copy of such demand to the Agent),
the  Borrower shall pay to such Lender within five days from  the
date  of  such  demand, from time to time as  specified  by  such
Lender,  additional amounts sufficient to compensate such  Lender
or  such corporation in the light of such circumstances,  to  the
extent  that  such Lender reasonably determines such increase  in
capital  to  be  allocable  to  the existence  of  such  Lender's
commitment to lend hereunder.  A certificate of such Lender as to
such amount in reasonable detail and stating the basis upon which
such amount has been calculated and certifying that such Lender's
method  of  allocating  such increase  of  capital  is  fair  and
reasonable  and  that such Lender's demand for  payment  of  such
increase  of  capital  hereunder is  not  inconsistent  with  its
treatment  of  other  borrowers which, as a  credit  matter,  are
substantially  similar to the Borrower and which are  subject  to
similar  provisions, submitted to the Borrower and the  Agent  by
such  Lender,  shall be conclusive and binding for all  purposes,
absent manifest error.

      (c)   The Borrower shall not be obligated to pay under this
Section  2.11  any amounts which relate to costs or increases  of
capital incurred prior to 12 months preceding the date of  demand
for payment, unless the applicable law, regulation, guideline  or
request  resulting  in  such costs or  increases  of  capital  is
imposed  retroactively.   In the case  of  any  law,  regulation,
guideline  or request which is imposed retroactively, the  Lender
making  demand for payment of any amount under this Section  2.11
shall notify the Borrower not later than 12 months from the  date
that  such  Lender  should reasonably have  known  of  such  law,
regulation, guideline or request and the Borrower's obligation to
compensate  such Lender for such amount is contingent  upon  such
Lender's  so notifying the Borrower, provided, however, that  any
failure  by  such Lender to provide such notice shall not  affect
the  Borrower's obligations under this Section 2.11 with  respect
to  amounts resulting from costs or increases of capital incurred
after  the date which occurs 12 months before the date  on  which
such  Lender  did  notify the Borrower of such  law,  regulation,
guideline or request.

      (d)   If any Lender shall subsequently recoup costs  (other
than  from  the  Borrower) for which such Lender has  theretofore
been  compensated by the Borrower under this Section  2.11,  such
Lender   shall  remit  to  the  Borrower  the  amounts  of   such
recoupment.  Amounts required to be paid by the Borrower pursuant
to  this  Section 2.11 shall be paid in addition to, and  without
duplication  of,  any  amounts required to be  paid  pursuant  to
Section 2.14.

       SECTION  2.12.   Illegality.   Notwithstanding  any  other
provision of this Agreement, if any Lender shall notify the Agent
that   the   introduction  of  or  any  change  in  or   in   the
interpretation  of any law or regulation after  the  date  hereof
makes  it  unlawful,  or any central bank or  other  governmental
authority  asserts  that it is unlawful, for any  Lender  or  its
Eurodollar Lending Office to perform its obligations hereunder to
make  Eurodollar Rate Advances or to fund or maintain  Eurodollar
Rate  Advances  hereunder, (i) the obligation of such  Lender  to
make,  or  to  Convert Base Rate Advances into,  Eurodollar  Rate
Advances  shall be suspended until such Lender shall  notify  the
Agent,  and  the Agent shall notify the Borrower  and  the  other
Lenders  (which  notice shall be given promptly after  the  Agent
knows  that the circumstances causing such suspension  no  longer
exist), that the circumstances causing such suspension no  longer
exist  and (ii) the Borrower shall forthwith prepay in  full  all
Eurodollar   Rate  Advances  of  such  Lender  then  outstanding,
together  with  interest accrued thereon,  unless  the  Borrower,
within  five  Business  Days of notice  from  the  Agent  or,  if
permitted by law, on and as of the last day of the then  existing
Interest  Period for such Eurodollar Rate Advances, Converts  all
Eurodollar  Rate  Advances of such Lender then  outstanding  into
Base Rate Advances in accordance with Section 2.09.

      SECTION 2.13.  Payments and Computations.  (a) The Borrower
shall make each payment hereunder not later than 11:00 A.M.  (New
York  City time) on the day when due in U.S. dollars to the Agent
at  the  Agent's  Account  in same day  funds.   The  Agent  will
promptly  thereafter cause to be distributed like funds  relating
to  the payment of principal or interest or facility fees ratably
(other  than  amounts payable pursuant to Section 2.07,  2.11  or
2.14)  to  the  Lenders  for  the  account  of  their  respective
Applicable  Lending  Offices, and  like  funds  relating  to  the
payment of any other amount payable to any Lender to such  Lender
for the account of its Applicable Lending Office, in each case to
be  applied in accordance with the terms of this Agreement.  Upon
its  acceptance of an Assignment and Acceptance and recording  of
the  information  contained therein in the Register  pursuant  to
Section  8.07(d), from and after the effective date specified  in
such Assignment and Acceptance, the Agent shall make all payments
hereunder  in  respect of the interest assigned  thereby  to  the
Lender  assignee  thereunder, and the parties to such  Assignment
and  Acceptance  shall make all appropriate adjustments  in  such
payments  for  periods  prior  to such  effective  date  directly
between themselves.

      (b)   All  computations of interest based on the Base  Rate
shall  be made by the Agent on the basis of a year of 365 or  366
days,  as the case may be, and all computations of interest based
on  the Eurodollar Rate or the Federal Funds Rate and of facility
fees shall be made by the Agent, and all computations of interest
pursuant to Section 2.07 shall be made by a Lender, on the  basis
of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in
the  period for which such interest or facility fees are payable.
Each determination by the Agent (or, in the case of Section 2.07,
by  a  Lender) of an interest rate hereunder shall be  conclusive
and binding for all purposes, absent manifest error.

      (c)   Whenever any payment hereunder shall be stated to  be
due  on  a  day other than a Business Day, such payment shall  be
made  on the next succeeding Business Day, and such extension  of
time shall in such case be included in the computation of payment
of  interest  or  facility fee, as the  case  may  be;  provided,
however, if such extension would cause payment of interest on  or
principal  of  Eurodollar Rate Advances to be made  in  the  next
following calendar month, such payment shall be made on the  next
preceding Business Day.

      (d)   Unless the Agent shall have received notice from  the
Borrower  prior to the date on which any payment is  due  to  the
Lenders hereunder that the Borrower will not make such payment in
full,  the  Agent  may  assume that the Borrower  has  made  such
payment  in full to the Agent on such date and the Agent may,  in
reliance  upon  such  assumption, cause to  distributed  to  each
Lender  on such due date an amount equal to the amount  then  due
such  Lender.  If and to the extent that the Borrower  shall  not
have so made such payment in full to the Agent, each Lender shall
repay to the Agent forthwith on demand such amount distributed to
such Lender together with interest thereon, for each day from the
date  such  amount is distributed to such Lender until  the  date
such Lender repays such amount to the Agent, at the Federal Funds
Rate.

      SECTION  2.14.   Taxes.  (a) Any and all  payments  by  the
Borrower  hereunder  shall be made, in  accordance  with  Section
2.13,  free  and clear of and without deduction for any  and  all
present or future taxes, levies, imposts, deductions, charges  or
withholdings,   and   all  liabilities  with   respect   thereto,
excluding,  in  the  case of each Lender  and  the  Agent,  taxes
imposed on its income, and franchise taxes imposed on it, by  the
jurisdiction under the laws of which such Lender or the Agent (as
the  case  may  be)  is  organized or any  political  subdivision
thereof  and,  in the case of each Lender, taxes imposed  on  its
income, and franchise taxes imposed on it, by the jurisdiction of
such   Lender's  Applicable  Lending  Office  or  any   political
subdivision  thereof or by any other jurisdiction in  which  such
Lender  or the Agent is doing business that is unrelated to  this
Agreement   (all   such  non-excluded  taxes,  levies,   imposts,
deductions,   charges,   withholdings   and   liabilities   being
hereinafter  referred to as "Taxes").  If the Borrower  shall  be
required by law to deduct any Taxes from or in respect of any sum
payable hereunder to any Lender or the Agent, (i) the sum payable
shall  be increased as may be necessary so that after making  all
required   deductions   (including   deductions   applicable   to
additional sums payable under this Section 2.14) such  Lender  or
the  Agent (as the case may be) receives an amount equal  to  the
sum it would have received had no such deductions been made, (ii)
the  Borrower  shall make such deductions and (iii) the  Borrower
shall  pay  the  full  amount deducted to the  relevant  taxation
authority or other authority in accordance with applicable law.

      (b)  In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property
taxes,  charges  or similar levies which arise from  any  payment
made  hereunder  or from the execution, delivery or  registration
of,  or  otherwise  with respect to, this Agreement  (hereinafter
referred to as "Other Taxes").

      (c)   The Borrower will indemnify each Lender and the Agent
for  the  full amount of Taxes or Other Taxes (including, without
limitation,  any Taxes or Other Taxes imposed by any jurisdiction
on  amounts payable under this Section 2.14) paid by such  Lender
or  the  Agent (as the case may be) and any liability  (including
penalties to the extent not imposed as a result of such  Lender's
or  the  Agent's (as the case may be) gross negligence or willful
misconduct,  interest  and expenses) arising  therefrom  or  with
respect  thereto, whether or not such Taxes or Other  Taxes  were
correctly  or  legally asserted.  This indemnification  shall  be
made  within 30 days from the date such Lender or the  Agent  (as
the case may be) makes written demand therefor.

      (d)  Within 30 days after the date of any payment of Taxes,
the  Borrower will furnish to the Agent, at its address  referred
to in Section 8.02, the original or a certified copy of a receipt
evidencing payment thereof.

      (e)  Each Lender that is not created or organized under the
laws of the United States or a political subdivision thereof  and
that  was  not  a  party to the Existing Credit  Agreement  shall
deliver to the Borrower and the Agent on or prior to the date  of
its  execution  and delivery of this Agreement, and  each  Lender
that  is  not a party hereto on the date hereof shall deliver  to
the  Borrower and the Agent on or prior to the date on which such
Lender  becomes a Lender pursuant to Section 8.07 hereof, a  true
and   accurate  certificate  executed  in  duplicate  by  a  duly
authorized officer of such Lender in substantially the  form  set
out in Exhibit D-1 or D-2, as applicable, to the effect that such
Lender  is  eligible under the provisions of  an  applicable  tax
treaty  concluded  by  the  United  States  (in  which  case  the
certificate shall be accompanied by two executed copies  of  Form
1001  (or  any  successor or substitute form  or  forms)  of  the
Internal  Revenue Service (the "IRS") of the United  States),  or
under  Section 1441(c) or 1442 of the Internal Revenue  Code  (in
which case the certificate shall be accompanied by two copies  of
Form  4224 (or any successor or substitute form or forms) of  the
IRS)  to  receive, as of the date hereof or as of the  date  such
party  becomes  a  Lender hereto pursuant  to  Section  8.07,  as
appropriate, payments hereunder without deduction or  withholding
of  United States federal income tax.  Each Lender further agrees
to  deliver to the Borrower and the Agent from time to  time,  as
reasonably  requested by the Borrower or the Agent,  and  in  any
case  before  or  promptly  upon the  occurrence  of  any  events
requiring  a  change  in  the most recent certificate  previously
delivered  pursuant to this Section 2.14(e), a true and  accurate
certificate executed in duplicate by a duly authorized officer of
such Lender in substantially the form set out in Exhibit D-1 or D-
2, as applicable.  Further, each Lender which delivers Exhibit D-
1  agrees,  to  the extent permitted by law, to  deliver  to  the
Borrower  and  the  Agent within 15 days  prior  to  every  third
anniversary of the date of delivery of the initial Form  1001  by
such  Lender  (or more often if required by law)  on  which  this
Agreement is still in effect, two accurate and complete  original
signed  copies of Form 1001 (or any successor or substitute  form
or  forms  required under the Code or the applicable  regulations
promulgated thereunder) and such Exhibit D-1 and each Lender that
delivers  such Exhibit D-2 agrees to deliver to the Borrower  and
the  Agent, to the extent permitted by law, within 15 days  prior
to  the  beginning of each subsequent taxable year of such Lender
(or more often if required by law) during which this Agreement is
still in effect, two accurate and complete original signed copies
of  IRS  Form 4224 (or any successor or substitute form or  forms
required  under  the  Internal Revenue  Code  or  the  applicable
regulations promulgated thereunder) and such Exhibit  D-2.   Each
such certificate shall certify as to one of the following:

           (i)   that such Lender is eligible to receive payments
     hereunder without deduction or withholding of United  States
     federal income tax;

           (ii)  that  such  Lender is not  eligible  to  receive
     payments  hereunder  without  deduction  or  withholding  of
     United  States federal income tax as specified  therein  but
     does  not  require additional payments therefor pursuant  to
     Section  2.14(a) or (c) because it is eligible and  able  to
     recover the full amount of any such deduction or withholding
     from a source other than the Borrower; or

           (iii)  that  such  Lender is not eligible  to  receive
     payments  hereunder  without  deduction  or  withholding  of
     United  States federal income tax as specified  therein  and
     that  it is not eligible and able to recover the full amount
     of the same from a source other than the Borrower.

If  any  form  or  document referred to in  this  subsection  (e)
requires  the  disclosure of information, other than  information
necessary to compute the tax payable and information required  on
the  date  hereof  by  IRS Form 1001 or  4224,  that  any  Lender
reasonably  considers  to be confidential, such  Lender  promptly
shall give notice thereof to the Borrower and the Agent and shall
not  be  obligated  to  include in such  form  or  document  such
confidential information, provided that such Lender certifies  to
the  Borrower  that  the  failure to disclose  such  confidential
information  does not increase the obligations  of  the  Borrower
under this Section 2.14.

      (f)   Without  prejudice  to  the  survival  of  any  other
agreement   of   the  Borrower  hereunder,  the  agreements   and
obligations of the Borrower contained in this Section 2.14  shall
survive the payment in full of principal and interest until  such
date  that all applicable statutes of limitations (including  any
extensions  thereof) have expired with respect to such agreements
and obligations of the Borrower contained in this Section 2.14.

     SECTION 2.15.  Sharing of Payments Etc.  If any Lender shall
obtain  any payment (whether voluntary, involuntary, through  the
exercise of any right of set-off, or otherwise) on account of the
Advances made by it (other than pursuant to Section 2.07, 2.11 or
2.14)  in  excess of its ratable share of payments on account  of
the  Advances  obtained  by all the Lenders,  such  Lender  shall
forthwith purchase from the other Lenders such participations  in
the  Advances  made by them as shall be necessary to  cause  such
purchasing Lender to share the excess payment ratably  with  each
of  them, provided, however, that if all or any portion  of  such
excess  payment  is  thereafter recovered  from  such  purchasing
Lender,  such  purchase from each Lender shall be  rescinded  and
such  Lender  shall repay to the purchasing Lender  the  purchase
price  to  the  extent of such recovery together with  an  amount
equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the
total  amount  so recovered from the purchasing  Lender)  of  any
interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered.  The Borrower agrees
that any Lender so purchasing a participation from another Lender
pursuant  to  this  Section  2.15  may,  to  the  fullest  extent
permitted  by law, exercise all its rights of payment  (including
the right of set-off) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the
amount of such participation.

      SECTION 2.16. Mandatory Assignment by a Lender; Mitigation.
If  any  Lender  requests  from the Borrower  either  payment  of
additional  interest  on  Eurodollar Rate  Advances  pursuant  to
Section  2.07, or reimbursement for increased costs  pursuant  to
Section  2.11, or payment of or reimbursement for Taxes  pursuant
to  Section 2.14, or if any Lender notifies the Agent that it  is
unlawful  for  such  Lender or its Eurodollar Lending  Office  to
perform  its obligations hereunder pursuant to Section 2.12,  (i)
such  Lender  will,  upon  three Business  Days'  notice  by  the
Borrower  to  such  Lender  and the  Agent,  to  the  extent  not
inconsistent with such Lender's internal policies, use reasonable
efforts  to  make, fund or maintain its Eurodollar Rate  Advances
through another Eurodollar Lending Office of such Lender  if  (A)
as  a  result thereof the additional amounts required to be  paid
pursuant to Section 2.07, 2.11 or 2.14, as applicable, in respect
of  such Eurodollar Rate Advances would be materially reduced  or
the provisions of Section 2.12 would not apply to such Lender, as
applicable)  and (B) as determined by such Lender in  good  faith
but  in  its sole discretion, the making or maintaining  of  such
Eurodollar  Rate  Advances through such other Eurodollar  Lending
Office  would  not  otherwise materially  adversely  affect  such
Eurodollar  Rate  Advances or such Lender and  (ii)  unless  such
Lender  has  theretofore taken steps to remove or cure,  and  has
removed or cured, the conditions creating such obligation to  pay
such additional amounts or the circumstances described in Section
2.12, the Borrower may designate an Eligible Assignee to purchase
for  cash (pursuant to an Assignment and Acceptance) all, but not
less than all, of the Advances then owing to such Lender and such
Lender's  rights  and  obligations  hereunder  related  to   such
Advances, without recourse to or warranty by, or expense to, such
Lender,  for a purchase price equal to the outstanding  principal
amount  of each such Advance then owing to such Lender  plus  any
accrued but unpaid interest thereon, and a proportionate part  of
accrued  but  unpaid  facility fee,  expense  reimbursements  and
indemnities in respect of that Lender's Commitment hereunder.

      SECTION  2.17.   Evidence of Debt.  (a) Each  Lender  shall
maintain  in  accordance with its usual practice  an  account  or
accounts  evidencing  the indebtedness of the  Borrower  to  such
Lender resulting from each Advance owing to such Lender from time
to  time, including the amounts of principal and interest payable
and  paid  to  such  Lender from time  to  time  hereunder.   The
Borrower  agrees that upon notice by any Lender to  the  Borrower
(with  a copy of such notice to the Agent) to the effect  that  a
promissory note or other evidence of indebtedness is required  or
appropriate  in  order for such Lender to evidence  (whether  for
purposes of pledge, enforcement or otherwise) the Advances  owing
to,  or  to be made by, such Lender, the Borrower shall  promptly
execute  and  deliver to such Lender a promissory note  or  other
evidence  of  indebtedness,  in  form  and  substance  reasonably
satisfactory  to  the Borrower and such Lender,  payable  to  the
order of such Lender in a principal amount equal to the aggregate
principal  amount  of  the Advances then owing  to  such  Lender;
provided,  however,  that  the execution  and  delivery  of  such
promissory note or other evidence of indebtedness shall not be  a
condition  precedent  to  the making of any  Advance  under  this
Agreement.

      (b)   The  Register  maintained by the  Agent  pursuant  to
Section 8.07(c) shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall
be  recorded  (i)  the  date and amount of  each  Borrowing  made
hereunder, the Type of Advances comprising such Borrowing and the
Interest  Period  applicable thereto,  (ii)  the  terms  of  each
Assignment and Acceptance delivered to and accepted by it,  (iii)
the  amount  of any principal or interest due and payable  or  to
become   due  and  payable  from  the  Borrower  to  each  Lender
hereunder, and (iv) the amount of any sum received by  the  Agent
from the Borrower hereunder and each Lender's share thereof.

      (c) Entries made in good faith by the Agent in the Register
pursuant  to  subsection (b) above, and by  each  Lender  in  its
account  or accounts pursuant to subsection (a) above,  shall  be
prima facie evidence of the amount of principal and interest  due
and payable or to become due and payable from the Borrower to, in
the  case of the Register, each Lender and, in the case  of  such
account  or  accounts, such Lender, under this Agreement,  absent
manifest error; provided, however, that the failure of the  Agent
or  such Lender to make an entry, or any finding that an entry is
incorrect, in the Register or such account or accounts shall  not
limit  or otherwise affect the obligations of the Borrower  under
this Agreement.

      SECTION  2.18.   Use  of Proceeds.   The  proceeds  of  the
Advances  shall  be available (and the Borrower  agrees  that  it
shall  use such proceeds) (i) to support the obligations  of  the
Borrower  in  respect of commercial paper issued by the  Borrower
and (ii) for general corporate purposes of the Borrower.

     SECTION 2.19.  Extension of Termination Date.  (a)  At least
45  but not more than 75 days prior to the next Anniversary Date,
the  Borrower, by written notice to the Agent, may  request  that
the  Termination Date be extended one calendar year from its then
current  scheduled expiration.  The Agent shall  promptly  notify
each  Lender of such request, and each Lender shall in turn,  not
later  than  15 days prior to such next Anniversary Date,  notify
the  Borrower and the Agent in writing as to whether such  Lender
will consent to such extension.
      (b)   If any Lender shall fail to notify the Agent and  the
Borrower  in writing of its consent to such request at  least  15
days  prior  to the next Anniversary Date, such Lender  shall  be
deemed  to have not consented to such request.  Any nonconsenting
Lender  will,  upon  not  less than three  Business  Days'  prior
written  notice  by the Borrower to such Lender  and  the  Agent,
assign  to  an Eligible Assignee which shall have been designated
by  the  Borrower in such notice and which shall have  agreed  to
accept  such assignment and to consent to the requested extension
of  the  Termination  Date,  all  of  such  Lender's  rights  and
obligations  hereunder, without recourse to or  warranty  by,  or
expense to, such Lender, for a cash purchase price equal  to  the
outstanding principal amount of each Advance then owing  to  such
Lender  plus  any  accrued but unpaid interest  thereon,  plus  a
proportionate  part  of  any accrued  but  unpaid  facility  fee,
expense  reimbursements  and  indemnities  in  respect  of   that
Lender's Commitment hereunder and any other amounts then due  and
payable to such Lender hereunder.

      (c)   If  all  of the Lenders (after giving effect  to  any
assignments pursuant to subsection (b) above) consent in  writing
to  a  requested  extension  not  later  than  the  Business  Day
immediately preceding such Anniversary Date, the Agent  shall  so
advise  the Borrower and the Lenders, the Termination Date  shall
be  so  extended  for such one calendar year, and all  references
herein, and in any promissory note executed and delivered by  the
Borrower  pursuant  to Section 2.17 hereof, to  the  "Termination
Date" shall refer to the Termination Date as so extended.  If any
Lender  (after  giving  effect  to any  assignments  pursuant  to
subsection  (b)  above)  shall not so consent  in  writing,  such
Lender  shall  be deemed not to have consented to such  requested
extension and the Termination Date shall not be so extended.

      SECTION  2.20.   Withdrawing Lenders.  Each Initial  Lender
consents  to  the  effectiveness of the Withdrawal  Agreement  in
accordance with the terms thereof.
                                
                                
                           ARTICLE III
             CONDITIONS OF EFFECTIVENESS AND LENDING

      SECTION 3.01.  Condition Precedent to Effectiveness of this
Agreement.   This  Agreement shall become  effective  as  of  the
Effective  Date, subject to the satisfaction on  or  before  such
date of the following conditions precedent:

      (a)   the  Agent  shall have received  the  following:  (i)
counterparts of this Agreement executed by the Borrower and  each
Lender (or, as to any of the Lenders, advice satisfactory to  the
Agent  that  such  Lenders have executed  this  Agreement);  (ii)
certified copies of the resolutions of the Board of Directors  of
the Borrower or the Executive Committee of such Board authorizing
the execution and delivery of this Agreement; (iii) a certificate
of  the  Secretary  or  an Assistant Secretary  of  the  Borrower
certifying  the  name and true signature of the  officer  of  the
Borrower  executing  this Agreement on its behalf;  and  (iv)  an
opinion  of counsel to the Borrower in substantially the form  of
Exhibit C hereto;

      (b)   the  Agent  shall have received counterparts  of  the
Withdrawal   Agreement  executed  by  the   Borrower   and   each
Withdrawing Lender;

      (c)   the  Borrower shall have paid or prepaid any Advances
outstanding  on  the  Effective Date under  the  Existing  Credit
Agreement, together with accrued interest thereon and any amounts
payable  in connection with such prepayment under Section 8.04(b)
thereof;

      (d)   the Borrower shall have paid all facility fees  under
Section  2.03  of  the Existing Credit Agreement  to  the  extent
accrued and unpaid through the Effective Date.

      SECTION 3.02.  Conditions Precedent to Each Borrowing.  The
obligation  of each Lender to make an Advance on the occasion  of
each Borrowing (including the initial Borrowing) shall be subject
to  the  further conditions precedent that on the  date  of  such
Borrowing the following statements shall be true (and each of the
giving  of  the applicable Notice of Borrowing and the acceptance
by   the  Borrower  of  the  proceeds  of  such  Borrowing  shall
constitute a representation and warranty by the Borrower that  on
the date of such Borrowing such statements are true):

     (a)  The representations and warranties contained in Section
4.01  are correct in all material respects on and as of the  date
of  such  Borrowing,  before  and after  giving  effect  to  such
Borrowing  and  to the application of the proceeds therefrom,  as
though  made  on and as of such date (except to the  extent  that
such  representations and warranties relate to an  earlier  date,
which representations and warranties were correct in all material
respects on and as of such earlier date), and

      (b)   No  event  has occurred and is continuing,  or  would
result  from  such  Borrowing  or from  the  application  of  the
proceeds  therefrom,  which constitutes an Event  of  Default  or
would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.


                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES

       SECTION  4.01.   Representations  and  Warranties  of  the
Borrower.  The Borrower represents and warrants as follows:

      (a)   The Borrower is a corporation duly organized, validly
existing  and  in good standing under the laws of  the  State  of
Delaware and is duly qualified and in good standing as a  foreign
corporation authorized to do business in each jurisdiction (other
than  the jurisdiction of its incorporation) in which the  nature
of  its activities or the character of the properties it owns  or
leases  makes  such  qualification necessary  and  in  which  the
failure so to qualify would have a material adverse effect on the
financial  condition  or  operations  of  the  Borrower  and  its
subsidiaries taken as a whole.

     (b)  The execution, delivery and performance by the Borrower
of  this  Agreement  are within the Borrower's corporate  powers,
have been duly authorized by all necessary corporate action,  and
do  not contravene (i) the Borrower's charter or by-laws or  (ii)
any  law,  rule,  regulation, order, writ, judgment,  injunction,
decree,  determination  or award or any  contractual  restriction
binding  on  or  affecting  the  Borrower;  no  authorization  or
approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due
execution,  delivery  and performance by  the  Borrower  of  this
Agreement;  and  this Agreement is the legal, valid  and  binding
obligation  of the Borrower enforceable against the  Borrower  in
accordance  with  its  terms, subject to  applicable  bankruptcy,
reorganization, insolvency, moratorium or similar laws  affecting
creditors' rights generally and general principles of equity.

      (c)   The Borrower's most recent annual report on Form 10-K
containing the consolidated balance sheet of the Borrower and its
subsidiaries, and the related consolidated statements  of  income
and of cash flows of the Borrower and its subsidiaries, copies of
which have been furnished to each Lender prior to the date hereof
or  pursuant  to Section 5.01(f), fairly present the consolidated
financial  condition of the Borrower and its subsidiaries  as  at
the  date  of such balance sheet and the consolidated results  of
operations  of the Borrower and its subsidiaries for  the  fiscal
year  ended  on  such  date,  all in  accordance  with  generally
accepted accounting principles consistently applied.

      (d)   There  is no pending or to the Borrower's  knowledge,
threatened claim, action or proceeding affecting the Borrower  or
any  of  its subsidiaries, which could reasonably be expected  to
adversely  affect  the financial condition or operations  of  the
Borrower  and  its subsidiaries taken as a whole or  which  could
reasonably  be  expected  to  affect the  legality,  validity  or
enforceability   of  this  Agreement;  and  to   the   Borrower's
knowledge,  the  Borrower  and  each  of  its  subsidiaries  have
complied, and are in compliance, with all applicable laws, rules,
regulations,  permits,  orders, consent  decrees  and  judgments,
except  for  matters which have not, and would not reasonably  be
expected  to  have, a material adverse effect  on  the  financial
condition  or  operations of the Borrower  and  its  subsidiaries
taken as a whole.

     (e)  The Borrower and its ERISA Affiliates have not incurred
and  are  not reasonably expected to incur any material liability
in  connection  with their Single Employer or  Multiple  Employer
Plans, other than ordinary liabilities for benefits; neither  the
Borrower  nor  any ERISA Affiliate has incurred or is  reasonably
expected  to incur any material withdrawal liability (as  defined
in   Part  I  of  Subtitle  E  of  Title  IV  of  ERISA)  to  any
Multiemployer Plan; and no Multiemployer Plan of the Borrower  or
any   ERISA   Affiliate  is  reasonably   expected   to   be   in
reorganization or to be terminated, within the meaning  of  Title
IV of ERISA.

     SECTION 4.02.  Additional Representation and Warranty of the
Borrower.   The  Borrower represents and warrants solely  on  the
date of this Agreement (and at no subsequent time) that as of the
date of this Agreement, except as disclosed in periodic and other
reports  filed  by the Borrower and its subsidiaries  during  the
period  from  December 31, 1994 to and including the date  hereof
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, copies of which have been furnished to the Agent,  there
has  been  no material adverse change in the business,  financial
condition, or operations of the Borrower since December 31, 1994.


                            ARTICLE V
                    COVENANTS OF THE BORROWER

      SECTION  5.01.   Affirmative Covenants.   So  long  as  any
Advance  shall  remain  unpaid  or  any  Lender  shall  have  any
Commitment  hereunder,  the Borrower will,  unless  the  Majority
Lenders shall otherwise consent in writing:

      (a)   Compliance with Laws Etc.  Comply, and cause each  of
its  subsidiaries  to comply, in all material respects  with  all
applicable  laws,  rules, regulations, permits,  orders,  consent
decrees   and   judgments  binding  on  the  Borrower   and   its
subsidiaries  the  failure with which  to  comply  would  have  a
material  adverse effect on the financial condition or operations
of the Borrower and its subsidiaries taken as a whole.

      (b)   Payment of Taxes Etc.  Pay and discharge,  and  cause
each  of  its subsidiaries to pay and discharge, before the  same
shall  become delinquent, if the failure to so pay and  discharge
would  have a material adverse effect on the financial  condition
or  operations of the Borrower and its subsidiaries  taken  as  a
whole  (i)  all  taxes, assessments and governmental  charges  or
levies  imposed upon it or upon its property, and (ii) all lawful
claims  which,  if unpaid, will by law become  a  Lien  upon  its
property;  provided, however, that neither the Borrower  nor  any
subsidiary  shall be required to pay or discharge any  such  tax,
assessment,  charge  or claim which is being  contested  in  good
faith  and  by  proper  proceedings and as to  which  appropriate
reserves
are being maintained as may be required by GAAP.

      (c)  Preservation of Corporate Existence, Etc.  Subject  to
Section  5.02(a), preserve and maintain its corporate  existence,
rights (charter and statutory) and franchises; provided, however,
that the Borrower shall not be required to preserve any right  or
franchise  if  the loss thereof does not have a material  adverse
effect  on the financial condition or operations of the  Borrower
and its subsidiaries taken as a whole.

     (d)  Maintenance of Interest Coverage Ratio.  Maintain as of
the  last  day of each fiscal quarter of the Borrower a ratio  of
(i)  Consolidated EBIT for the period of four consecutive  fiscal
quarters of the Borrower ending with such fiscal quarter to  (ii)
Consolidated Interest Expense for such period, of not  less  than
3.0 to 1.0.

      (e)   Maintenance  of Unencumbered Assets  Coverage  Ratio.
Maintain   a  ratio  of  Consolidated  Unencumbered   Assets   to
Consolidated Adjusted Indebtedness of not less than 1.3 to 1.0.

      (f)   Reporting Requirements.  Furnish to the Agent,  which
shall furnish to the Lenders:

           (i)   as soon as available and in any event within  50
     days  after  the end of each of the first three quarters  of
     each  fiscal year of the Borrower, the Borrower's  quarterly
     report  to  shareholders  on Form 10-Q  as  filed  with  the
     Securities and Exchange Commission (the "SEC") containing  a
     consolidated   balance  sheet  of  the  Borrower   and   its
     subsidiaries  as of the end of such quarter and consolidated
     statements  of income and of cash flows of the Borrower  and
     its subsidiaries for the period commencing at the end of the
     previous  fiscal  year  and ending  with  the  end  of  such
     quarter, and a certificate of any of the Borrower's Chairman
     of  the  Board  of  Directors,  President,  Chief  Financial
     Officer,  Treasurer, Assistant Treasurer or  Controller  (i)
     stating  that  no  Event of Default, or  event  which,  with
     notice or lapse of time, or both, would constitute an  Event
     of   Default,  has  occurred  and  is  continuing  and  (ii)
     containing a schedule which shall set forth the computations
     used  by  the  Borrower in determining compliance  with  the
     covenants contained in Sections 5.01(d) and 5.01(e);

           (ii)  as  soon as soon as available and in  any  event
     within  100  days after the end of each fiscal year  of  the
     Borrower,  a  copy  of  the  Borrower's  annual  report   to
     shareholders on Form 10-K as filed with the SEC,  containing
     consolidated  financial  statements  for  such  year  and  a
     certificate of any of the Borrower's Chairman of  the  Board
     of Directors, President, Chief Financial Officer, Treasurer,
     Assistant Treasurer or Controller (i) stating that no  Event
     of default, or event which, with notice or lapse of time, or
     both, would constitute an Event of Default, has occurred and
     is continuing and (ii) containing a schedule which shall set
     forth  the  computations used by the Borrower in determining
     compliance with the covenants contained in Sections  5.01(d)
     and 5.01(e);

           (iii)      promptly after the Borrower obtains  actual
     knowledge  of  the occurrence of each Event of Default,  and
     each  event which with the giving of notice or lapse of time
     or both would constitute an Event of Default, a statement of
     any  of  the  Borrower's Chairman of the Board of Directors,
     President,  Chief  Financial Officer,  Treasurer,  Assistant
     Treasurer or Controller setting forth details of such  Event
     of   Default  or  event  continuing  on  the  date  of  such
     statement, and the action which the Borrower has  taken  and
     proposes to take with respect thereto;

          (iv) promptly after the commencement thereof, notice of
     any  actions,  suits  and proceedings before  any  court  or
     governmental  department, commission, board, bureau,  agency
     or  instrumentality,  domestic  or  foreign,  affecting  the
     Borrower or any subsidiary of the type described in  Section
     4.01(d);

            (v)   promptly  after  the  Borrower  obtains  actual
     knowledge   thereof,  written  notice  of  any  pending   or
     threatened Environmental Claim against the Borrower  or  any
     of  its  subsidiaries or any of their respective  properties
     which  could reasonably be expected to materially  adversely
     affect the financial condition or operations of the Borrower
     and its subsidiaries taken as a whole;

            (vi)  promptly  after  the  Borrower  obtains  actual
     knowledge  of the occurrence of any ERISA Event which  could
     reasonably  be expected to materially adversely  affect  the
     financial  condition or operations of the Borrower  and  its
     subsidiaries  taken as a whole, a statement of  any  of  the
     Borrower's  Chairman  of the Board of Directors,  President,
     Chief  Financial Officer, Treasurer, Assistant Treasurer  or
     Controller  describing such ERISA Event and the  action,  if
     any,  which the Borrower has taken and proposes to take with
     respect thereto;

            (vii)      promptly  after  receipt  thereof  by  the
     Borrower  or  any  ERISA Affiliate from  the  sponsor  of  a
     Multiemployer  Plan, a copy of each notice received  by  the
     Borrower   or  any  ERISA  Affiliate  concerning   (A)   the
     imposition of withdrawal liability (as defined in Part I  of
     Subtitle  E  of Title IV of ERISA) by a Multiemployer  Plan,
     which  withdrawal liability could reasonably be expected  to
     materially  adversely  affect  the  financial  condition  or
     operations of the Borrower and its subsidiaries taken  as  a
     whole,  (B)  the reorganization or termination,  within  the
     meaning  of  Title  IV of ERISA, of any Multiemployer  Plan,
     which  reorganization  or termination  could  reasonably  be
     expected   to  materially  adversely  affect  the  financial
     condition or operations of the Borrower and its subsidiaries
     taken as a whole or (C) the amount of liability incurred, or
     which  may  be  incurred,  by  the  Borrower  or  any  ERISA
     Affiliate  in connection with any event described in  clause
     (A) or (B) above; and

           (viii)     such other material information  reasonably
     related  to any Lender's credit analysis of the Borrower  or
     any  of its subsidiaries as any Lender through the Agent may
     from time to time reasonably request.

      SECTION  5.02.  Negative Covenant.  So long as any  Advance
shall  remain  unpaid  or any Lender shall  have  any  Commitment
hereunder, the Borrower will not, without the written consent  of
the Majority Lenders:

      (a)   Mergers, Etc.  Merge or consolidate with or into,  or
convey, transfer, lease or otherwise dispose of (whether  in  one
transaction  or in a series of transactions) all or substantially
all of the assets of the Borrower and its subsidiaries taken as a
whole  (whether now owned or hereafter acquired) to, any  Person,
or  permit  any of its subsidiaries to do so, unless  immediately
after  giving effect to such proposed transaction,  no  Event  of
Default  or  event which, with the giving of notice or  lapse  of
time,  or both, would constitute an Event of Default would  exist
and  in  the case of any such merger to which the Borrower  is  a
party,  the  Borrower is the surviving corporation or the  Person
into  which  the Borrower shall be merged or formed by  any  such
consolidation shall be a corporation organized and existing under
the  laws  of  the United States or any State thereof  and  shall
assume  the  Borrower's obligations hereunder in an agreement  or
instrument reasonably satisfactory in form and substance  to  the
Majority Lenders.


                           ARTICLE VI
                       EVENTS OF DEFAULT

      SECTION  6.01.  Events of Default.  If any of the following
events ("Events of Default") shall occur and be continuing:

      (a)   The Borrower shall fail to pay any principal  of  any
Advance  when  the same becomes due and payable; or the  Borrower
shall fail to pay any interest on any Advance or any fee or other
amount  payable under this Agreement, in each case  within  three
Business  Days  after such interest, fee or other amount  becomes
due and payable; or

      (b)   Any  representation or warranty made by the  Borrower
herein  or by the Borrower (or any of its officers) delivered  in
writing  and  identified  as delivered in  connection  with  this
Agreement  shall  prove to have been incorrect  in  any  material
respect when made; or

      (c)   The  Borrower shall fail to perform  or  observe  any
covenant  contained  in  Section 5.01(d) or  Section  5.01(e)  or
Section 5.01(f)(iii) or Section 5.02; or

     (d)  The Borrower shall fail to perform or observe any other
term,  covenant or agreement contained in this Agreement  on  its
part  to  be  performed or observed if the failure to perform  or
observe  such  other  term, covenant or  agreement  shall  remain
unremedied  for 30 days after written notice thereof  shall  have
been given to the Borrower by the Agent or any Lender; or

      (e)  The Borrower or any of its subsidiaries shall fail  to
pay any principal of or premium or interest on any Debt which  is
outstanding in a principal amount of at least $100,000,000 in the
aggregate (but excluding Debt arising hereunder) of the  Borrower
or  such  subsidiary (as the case may be), when the same  becomes
due   and   payable  (whether  by  scheduled  maturity,  required
prepayment, acceleration, demand or otherwise), and such  failure
(i)  shall  continue after the applicable grace period,  if  any,
specified  in the agreement or instrument relating to  such  Debt
and  (ii) shall not have been cured or waived; or any other event
shall  occur  or  condition shall exist under  any  agreement  or
instrument relating to any such Debt and shall continue after the
applicable  grace period, if any, specified in such agreement  or
instrument,  if  the  effect of such event  or  condition  is  to
accelerate,  or  to permit the acceleration of, the  maturity  of
such  Debt;  or  any such Debt shall be declared to  be  due  and
payable,  or  required to be prepaid (other than by  a  regularly
scheduled  required prepayment), redeemed, purchased or defeased,
or  an  offer  to prepay, redeem, purchase or defease  such  Debt
shall  be  required to be made, in each case prior to the  stated
maturity thereof; or

      (f)  The Borrower or any of its Material Subsidiaries shall
generally  not pay its debts as such debts become due,  or  shall
admit  in  writing its inability to pay its debts  generally,  or
shall make a general assignment for the benefit of creditors;  or
any proceeding shall be instituted by or against the Borrower  or
any  of  its  Material Subsidiaries seeking to  adjudicate  it  a
bankrupt  or  insolvent,  or  seeking  liquidation,  winding  up,
reorganization, arrangement, adjustment, protection,  relief,  or
composition  of  it  or  its  debts under  any  law  relating  to
bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of  a
receiver, trustee, custodian or other similar official for it  or
for  substantially all of its property and, in the  case  of  any
such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a
period  of  60  days,  or  any  of the  actions  sought  in  such
proceeding (including, without limitation, the entry of an  order
for  relief  against, or the appointment of a receiver,  trustee,
custodian  or  other  similar  official  for,  it  or   for   any
substantial part of its property) shall occur; or the Borrower or
any  of its Material Subsidiaries shall take any corporate action
to  authorize  any  of  the  actions  set  forth  above  in  this
subsection (f); or

      (g)   Any money judgment, writ or warrant of attachment  or
similar  process  against  the  Borrower,  any  of  its  Material
Subsidiaries or any of their respective assets involving  in  any
case  an  amount  in excess of $50,000,000 is entered  and  shall
remain undischarged, unvacated, unbonded or unstayed for a period
of 30 days or in any case within five days of any pending sale or
disposition of any asset pursuant to any such process;

then,  and in any such event, the Agent (i) shall at the request,
or  may  with the consent, of the Majority Lenders, by notice  to
the  Borrower,  declare the obligation of  each  Lender  to  make
Advances  to  be  terminated, whereupon the same shall  forthwith
terminate,  and  (ii)  shall at the  request,  or  may  with  the
consent,  of  the  Majority Lenders, by notice to  the  Borrower,
declare  the Advances, all interest thereon and all other amounts
payable  under  this Agreement to be forthwith due  and  payable,
whereupon  the Advances, all such interest and all  such  amounts
shall   become   and  be  forthwith  due  and  payable,   without
presentment, demand, protest or further notice of any  kind,  all
of  which  are hereby expressly waived by the Borrower; provided,
however,  that in the event of an actual or deemed  entry  of  an
order  for relief with respect to the Borrower under the  Federal
Bankruptcy  Code,  (A)  the obligation of  each  Lender  to  make
Advances  shall automatically be terminated and (B) the Advances,
all such interest and all such amounts shall automatically become
and  be due and payable, without presentment, demand, protest  or
notice  of any kind, all of which are hereby expressly waived  by
the Borrower.


                          ARTICLE VII
                           THE AGENT

     SECTION 7.01.  Authorization and Action.  Each Lender hereby
appoints and authorizes the Agent to take such action as agent on
its  behalf  and to exercise such powers under this Agreement  as
are  delegated  to the Agent by the terms hereof,  together  with
such  powers  as are reasonably incidental thereto.   As  to  any
matters  not expressly provided for by this Agreement (including,
without  limitation, enforcement of this Agreement or  collection
of the Advances), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or
refraining  from  acting) upon the instructions of  the  Majority
Lenders, and such instructions shall be binding upon all Lenders;
provided, however, that the Agent shall not be required  to  take
any action which exposes the Agent to personal liability or which
is  contrary  to  this Agreement or applicable  law.   The  Agent
agrees to give to each Lender prompt notice of each notice  given
to it by the Borrower pursuant to the terms of this Agreement.

      SECTION 7.02.  Agent's Reliance Etc.  Neither the Agent nor
any  of  its  directors, officers, agents or employees  shall  be
liable to any Lender for any action taken or omitted to be  taken
by  it or them under or in connection with this Agreement, except
for  its  or  their  own gross negligence or willful  misconduct.
Without limitation of the generality of the foregoing, the Agent:
(i) may treat the Lender which made any Advance as the holder  of
the Debt resulting therefrom until the Agent receives and accepts
an  Assignment  and Acceptance entered into by  such  Lender,  as
assignor,  and an Eligible Assignee, as assignee, as provided  in
Section  8.07;  (ii)  may consult with legal  counsel  (including
counsel  for  the  Borrower), independent public accountants  and
other  experts  selected by it and shall not be  liable  for  any
action  taken  or  omitted to be taken in good  faith  by  it  in
accordance  with  the  advice  of such  counsel,  accountants  or
experts; (iii) makes no warranty or representation to any  Lender
and  shall  not be responsible to any Lender for any  statements,
warranties or representations (whether written or oral)  made  in
or  in  connection with this Agreement; (iv) shall not  have  any
duty  to  ascertain  or  to  inquire as  to  the  performance  or
observance of any of the terms, covenants or conditions  of  this
Agreement on the part of the Borrower or to inspect the  property
(including the books and records) of the Borrower; (v) shall  not
be  responsible  to  any Lender for the due execution,  legality,
validity,  enforceability, genuineness, sufficiency or  value  of
this  Agreement or any instrument or document furnished  pursuant
hereto; and (vi) shall incur no liability under or in respect  of
this Agreement by acting upon any notice, consent, certificate or
other   instrument  or  writing  (which  may  be  by  telecopier,
telegram, cable or telex) believed by it to be genuine and signed
or sent by the proper party or parties.

      SECTION  7.03.  CUSA and Affiliates.  With respect  to  its
Commitment and the Advances made by it, CUSA shall have the  same
rights  and  powers under this Agreement as any other Lender  and
may  exercise the same as though it were not the Agent;  and  the
term  "Lender"  or  "Lenders" shall, unless  otherwise  expressly
indicated, include CUSA in its individual capacity.  CUSA and its
Affiliates  may  accept  deposits from, lend  money  to,  act  as
trustee   under   indentures   of,  accept   investment   banking
engagements  from, and generally engage in any kind  of  business
with,  the  Borrower, any of its subsidiaries and any Person  who
may  do  business with or own securities of the Borrower  or  any
such  subsidiary, all as if CUSA were not the Agent  and  without
any duty to account therefor to the Lenders.

       SECTION  7.04.   Lender  Credit  Decision.   Each   Lender
acknowledges that it has, independently and without reliance upon
the  Agent  or  any  other  Lender and  based  on  the  financial
statements  referred  to  in  Section  4.01(c)  and  such   other
documents and information as it has deemed appropriate, made  its
own  credit  analysis and decision to enter into this  Agreement.
Each  Lender  also  acknowledges that it will, independently  and
without reliance upon the Agent or any other Lender and based  on
such  documents  and information as it shall deem appropriate  at
the time, continue to make its own credit decisions in taking  or
not taking action under this Agreement.

      SECTION  7.05.   Indemnification.   The  Lenders  agree  to
indemnify  the  Agent  (to  the  extent  not  reimbursed  by  the
Borrower), ratably according to the respective principal  amounts
of  Advances then owing to each of them (or if no Advances are at
the time outstanding or if any Advances are then owing to Persons
which  are  not  Lenders,  ratably according  to  the  respective
amounts  of  their  Commitments), from and against  any  and  all
liabilities,  obligations, losses, damages,  penalties,  actions,
judgments, suits, costs, expenses or disbursements of any kind or
nature  whatsoever  which  may be imposed  on,  incurred  by,  or
asserted against the Agent in any way relating to or arising  out
of  this  Agreement or any action taken or omitted by  the  Agent
under this Agreement, provided that no Lender shall be liable for
any  portion  of such liabilities, obligations, losses,  damages,
penalties,   actions,  judgments,  suits,  costs,   expenses   or
disbursements  resulting  from the Agent's  gross  negligence  or
willful  misconduct.  Without limitation of the  foregoing,  each
Lender agrees to reimburse the Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including reasonable
counsel  fees)  incurred  by the Agent  in  connection  with  the
preparation,  execution, delivery, administration,  modification,
amendment or enforcement (whether through negotiations, legal  or
bankruptcy  proceedings  or otherwise) of,  or  legal  advice  in
respect  of rights or responsibilities under, this Agreement,  to
the extent that the Agent is not reimbursed for such expenses  by
the Borrower.

     SECTION 7.06.  Successor Agent.  The Agent may resign at any
time  by  giving  written notice thereof to the Lenders  and  the
Borrower  and  such  resignation  shall  be  effective  upon  the
appointment  of a successor Agent as provided herein.   Upon  any
such  resignation, the Majority Lenders shall have the  right  to
appoint a successor Agent.  If no successor Agent shall have been
so  appointed  by the Majority Lenders, and shall  have  accepted
such  appointment,  within  30 days after  the  retiring  Agent's
giving of notice of resignation, then the retiring Agent may,  on
behalf  of the Lenders, appoint a successor Agent.  Any successor
Agent appointed hereunder shall be a commercial bank organized or
licensed  under  the laws of the United States or  of  any  State
thereof, or an Affiliate of such bank, having a combined  capital
and surplus of at least $500,000,000.  Upon the acceptance of any
appointment  as  Agent  hereunder  by  a  successor  Agent,  such
successor Agent shall thereupon succeed to and become vested with
all  the rights, powers, discretion, privileges and duties of the
retiring  Agent, and the retiring Agent shall be discharged  from
its  duties  and  obligations under this  Agreement.   After  any
retiring  Agent's resignation hereunder as Agent, the  provisions
of  this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under  this
Agreement.


                          ARTICLE VIII
                         MISCELLANEOUS

      SECTION 8.01.  Amendments, Etc.  No amendment or waiver  of
any provision of this Agreement, nor consent to any departure  by
the  Borrower  therefrom, shall in any event be effective  unless
the  same shall be in writing and signed by the Majority Lenders,
and  then such waiver or consent shall be effective only  in  the
specific  instance and for the specific purpose for which  given;
provided,  however, that no amendment, waiver or  consent  shall,
unless  in writing and signed by all the Lenders, do any  of  the
following:  (a) waive any of the conditions specified in  Section
3.01  or  3.02,  (b) increase the Commitments of the  Lenders  or
subject the Lenders to any additional obligations, (c) reduce the
principal  of, or interest on, the Advances or the facility  fees
payable hereunder, (d) postpone any date fixed for any payment of
principal  of,  or  interest on, the  Advances,  (e)  change  the
percentage  of  the  Commitments  or  of  the  aggregate   unpaid
principal  amount  of Advances, or the number of  Lenders,  which
shall  be  required for the Lenders or any of them  to  take  any
action  hereunder or (f) amend this Section 8.01;  and  provided,
further,  that no amendment, waiver or consent shall,  unless  in
writing  and  signed  by  the Agent in addition  to  the  Lenders
required  above to take such action, affect the rights or  duties
of the Agent under this Agreement.

       SECTION  8.02.   Notices,  Etc.   All  notices  and  other
communications  provided  for  hereunder  shall  be  in   writing
(including telecopier, telegraphic, telex or cable communication)
and   mailed,   telecopied,  telegraphed,  telexed,   cabled   or
delivered, if to the Borrower, at its address at:

                         The Walt Disney Company
                         500 South Buena Vista Street
                         Burbank, California 91521
                         Attention:  Mr. Edward Philip
                         Telecopy Number: (818) 563-1682

if  to  any  Initial  Lender,  at  its  Domestic  Lending  Office
specified opposite its name on Schedule I hereto; if to any other
Lender,  at  its  Domestic  Lending  Office  specified   in   the
Assignment and Acceptance pursuant to which it became  a  Lender;
if to the Agent, at its address at:

                         Citicorp USA, Inc.
                         One Court Square
                         Long Island City, New York 11120
                         Attention: Jeff Stern
                         Telecopy Number: (718) 248-4844
with a copy to:

                         Citicorp Securities, Inc.
                         One Sansome Street
                         San Francisco, CA  94104
                         Attention: Mark Wilson
                         Telecopy Number: (415) 433-0344

or,  as  to  each  party,  at  such other  address  as  shall  be
designated  by  such  party  in a written  notice  to  the  other
parties.  All such notices and communications shall, when mailed,
telecopied,  telegraphed, telexed or cabled,  be  effective  when
deposited  in  the mails, telecopied, delivered to the  telegraph
company, confirmed by telex answerback or delivered to the  cable
company, respectively, except that notices and communications  to
the  Agent  pursuant to Article II or VII shall not be  effective
until received by the Agent.

      SECTION 8.03.  No Waiver; Remedies.  No failure on the part
of  any  Lender  or  the  Agent to  exercise,  and  no  delay  in
exercising,  any  right  hereunder  shall  operate  as  a  waiver
thereof;  nor shall any single or partial exercise  of  any  such
right  preclude  any  other or further exercise  thereof  or  the
exercise  of  any other right.  The remedies herein provided  are
cumulative and not exclusive of any remedies provided by law.

      SECTION 8.04.  Costs and Expenses.  (a) The Borrower agrees
to  pay  within  five  Business Days of  demand  all  actual  and
reasonable  costs  and  expenses,  if  any  (including,   without
limitation, actual and reasonable counsel fees and expenses),  of
the  Agent  and  each Lender in connection with  the  enforcement
(whether  through  legal  proceedings  or  otherwise)   of   this
Agreement and the other instruments and documents to be delivered
hereunder, including, without limitation, reasonable counsel fees
and  expenses in connection with the enforcement of rights  under
this Section 8.04(a).

      (b)  If any payment of principal of, or Conversion of,  any
Eurodollar Rate Advance is made other than on the last day of the
Interest  Period for such Advance, as a result of  a  payment  or
Conversion  pursuant  to Section 2.08(f) or acceleration  of  the
maturity  of  the Advances pursuant to Section 6.01  or  for  any
other  reason  (other  than by reason of a  payment  pursuant  to
Section  2.12), the Borrower shall, within five Business Days  of
demand  by any Lender (with a copy of such demand to the  Agent),
pay to such Lender any amounts required to compensate such Lender
for  any  additional  losses, costs  or  expenses  which  it  may
reasonably  incur  as  a  result of such payment  or  Conversion,
including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender to fund or maintain such Advance.

      SECTION  8.05.  Right of Set-off.  Upon (i) the  occurrence
and  during the continuance of any Event of Default and (ii)  the
making of the request or the granting of the consent specified by
Section  6.01 to authorize the Agent to declare the Advances  due
and  payable  pursuant to the provisions of  Section  6.01,  each
Lender  (and, in the case of CUSA, Citibank) is hereby authorized
at  any  time  and  from  time to time,  to  the  fullest  extent
permitted  by  law,  to set off and apply any  and  all  deposits
(general  or special, time or demand, provisional or  final,  but
excluding trust accounts) at any time held and other indebtedness
at  any  time  owing by such Lender (and, in the  case  of  CUSA,
Citibank)  to  or for the credit or the account of  the  Borrower
against  any  and all of the obligations of the Borrower  now  or
hereafter  existing  under this Agreement, whether  or  not  such
Lender  shall  have made any demand under this  Agreement.   Each
Lender agrees promptly to notify the Borrower after any such set-
off  and  application  made  by such Lender,  provided  that  the
failure to give such notice shall not affect the validity of such
set-off  and application.  The rights of each Lender  under  this
Section  are in addition to other rights and remedies (including,
without  limitation, other rights of set-off) which  such  Lender
may have.

      SECTION 8.06.  Binding Effect.  This Agreement shall become
effective in accordance with the provisions of Section 3.01,  and
thereafter shall be binding upon and inure to the benefit of  the
Borrower,   the  Agent  and  each  Lender  and  their  respective
successors and permitted assigns, except that the Borrower  shall
not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders.

      SECTION  8.07.  Assignments and Participations.   (a)  Each
Lender  may and, if requested by the Borrower upon notice by  the
Borrower  delivered  to  such Lender and the  Agent  pursuant  to
clause (ii) of Section 2.16, will, assign to one or more Eligible
Assignees  all  or a portion of its rights and obligations  under
this  Agreement (including, without limitation, all or a  portion
of  its  Commitment  and  the Advances owing  to  it);  provided,
however,  that (i) each such assignment shall be of  a  constant,
and not a varying, percentage of all rights and obligations under
this  Agreement,  (ii)  the  amount  of  the  Commitment  of  the
assigning  Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance  with
respect  to  such  assignment) shall in no  event  be  less  than
$5,000,000,  (iii) each such assignment shall be to  an  Eligible
Assignee,  and  (iv)  the parties to each such  assignment  shall
execute  and  deliver  to  the  Agent,  for  its  acceptance  and
recording in the Register, an Assignment and Acceptance, together
with  a  processing  and recordation fee of  $2,000.   Upon  such
execution, delivery, acceptance and recording, from and after the
effective  date specified in each Assignment and Acceptance,  (x)
the  assignee  thereunder shall be a party  hereto  and,  to  the
extent  that rights and obligations hereunder have been  assigned
to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder and (y) the Lender assignor
thereunder  shall,  to  the extent that  rights  and  obligations
hereunder  have  been assigned by it pursuant to such  Assignment
and Acceptance, relinquish its rights (other than any rights such
Lender  assignor may have under Sections 2.14 and  8.08)  and  be
released from its obligations under this Agreement (and,  in  the
case  of  an  Assignment  and  Acceptance  covering  all  or  the
remaining portion of an assigning Lender's rights and obligations
under  this  Agreement, such Lender shall cease  to  be  a  party
hereto).

       (b)   By  executing  and  delivering  an  Assignment   and
Acceptance,  the  Lender  assignor thereunder  and  the  assignee
thereunder  confirm to and agree with each other  and  the  other
parties  hereto  as follows: (i) other than as provided  in  such
Assignment  and  Acceptance,  such  assigning  Lender  makes   no
representation  or  warranty and assumes no  responsibility  with
respect to any statements, warranties or representations made  in
or  in connection with this Agreement or the execution, legality,
validity,  enforceability, genuineness, sufficiency or  value  of
this  Agreement or any instrument or document furnished  pursuant
hereto;  (ii)  such  assigning Lender makes no representation  or
warranty  and  assumes  no responsibility  with  respect  to  the
financial  condition  of  the  Borrower  or  the  performance  or
observance  by the Borrower of any of its obligations under  this
Agreement  or  any  instrument  or  document  furnished  pursuant
hereto; (iii) such assignee confirms that it has received a  copy
of   this  Agreement,  together  with  copies  of  the  financial
statements referred to in Section 4.01(c) and
such other documents and information as it has deemed appropriate
to  make its own credit analysis and decision to enter into  such
Assignment and Acceptance; (iv) such assignee will, independently
and without reliance upon the Agent, such assigning Lender or any
other  Lender and based on such documents and information  as  it
shall  deem  appropriate at the time, continue to  make  its  own
credit  decisions  in  taking or not  taking  action  under  this
Agreement;  (v)  such assignee confirms that it  is  an  Eligible
Assignee; (vi) such assignee appoints and authorizes the Agent to
take  such  action  as agent on its behalf and to  exercise  such
powers under this Agreement as are delegated to the Agent by  the
terms  hereof,  together  with  such  powers  as  are  reasonably
incidental thereto; and (vii) such assignee agrees that  it  will
perform  in  accordance with their terms all of  the  obligations
which by the terms of this Agreement are required to be performed
by it as a Lender.

      (c)  The Agent shall maintain at its address referred to in
Section  8.02 a copy of each Assignment and Acceptance  delivered
to  and accepted by it and a register for the recordation of  the
names  and  addresses of the Lenders and the Commitment  of,  and
principal amount of the Advances owing to, each Lender from  time
to  time (the "Register").  The entries in the Register shall  be
conclusive  and binding for all purposes, absent manifest  error,
and the Borrower, the Agent and the Lenders may treat each Person
whose name is recorded in the Register as a Lender hereunder  for
all  purposes of this Agreement.  The Register shall be available
for  inspection  by the Borrower or any Lender at any  reasonable
time and from time to time upon reasonable prior notice.

      (d)   Upon  its  receipt  of an Assignment  and  Acceptance
executed by an assigning Lender and an assignee representing that
it  is  an Eligible Assignee, the Agent shall, if such Assignment
and  Acceptance  has been completed and is in  substantially  the
form  of  Exhibit  B  hereto,  (i)  accept  such  Assignment  and
Acceptance, (ii) record the information contained therein in  the
Register and (iii) give prompt notice thereof to the Borrower.

      (e)   Each  Lender may sell participations to one  or  more
banks  or other entities in or to all or a portion of its  rights
and   obligations   under  this  Agreement  (including,   without
limitation,  all or a portion of its Commitment and the  Advances
owing   to   it);  provided,  however,  that  (i)  such  Lender's
obligations  under this Agreement (including, without limitation,
its Commitment to the Borrower hereunder) shall remain unchanged,
(ii)  such  Lender shall remain solely responsible to  the  other
parties hereto for the performance of such obligations, (iii) the
Borrower, the Agent and the other Lenders shall continue to  deal
solely  and  directly  with such Lender in connection  with  such
Lender's  rights and obligations under this Agreement,  and  (iv)
such  Lender shall not agree in any participation agreement  with
any participant or proposed participant to obtain the consent  of
such  participant before agreeing to the amendment,  modification
or  waiver  of any of the terms of this Agreement, consenting  to
any  action or failure to act by the Borrower or any other party,
or  exercising any rights it may have in respect thereof,  unless
such  amendment, modification, waiver, consent or exercise  would
(i)  increase  the amount of such participant's portion  of  such
Lender's Commitment, (ii) reduce the principal amount of or  rate
of  interest on the Advances or any fee or other amounts  payable
hereunder to which such participant would be entitled to  receive
a share under such participation agreement, or (iii) postpone any
date  fixed  for any payment of principal of or interest  on  the
Advances  or any fee or other amounts payable hereunder to  which
such  participant would be entitled to receive a share under such
participation agreement payable under this Agreement.

      (f)   Any Lender may, in connection with any assignment  or
participation or proposed assignment or participation pursuant to
this  Section  8.07, disclose to the assignee or  participant  or
proposed assignee or participant, any information relating to the
Borrower furnished to such Lender by or on behalf of the Borrower
in  writing and directly related to the transactions contemplated
hereunder;  provided  that, prior to  any  such  disclosure,  the
assignee or participant or proposed assignee or participant shall
agree   to  preserve  the  confidentiality  of  any  confidential
information  relating to the Borrower received by  it  from  such
Lender.

      (g)  No participation or assignment hereunder shall be made
in  violation of the Securities Act of 1933, as amended from time
to time, or any applicable state securities laws, and each Lender
hereby  represents  that it will make any  Advance  for  its  own
account  in  the ordinary course of its business and not  with  a
view to the public distribution or sale thereof.

       (h)    Anything   in  this  Agreement  to   the   contrary
notwithstanding,  any Lender may at any time  create  a  security
interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it) and any
promissory  notes  or other evidences of indebtedness  issued  to
such  Lender  hereunder in favor of any Federal Reserve  Bank  in
accordance  with  Regulation A of the Board of Governors  of  the
Federal  Reserve  System (or any successor  regulation)  and  the
applicable operating circular of such Federal Reserve Bank.

      SECTION  8.08.   Indemnification.  The Borrower  agrees  to
indemnify and hold harmless the Agent and each Lender and each of
their   Affiliates  and  their  respective  officers,  directors,
employees,  agents  and advisors (each, an  "Indemnified  Party")
from and against any and all claims, damages, losses, liabilities
and  expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted  against
any  Indemnified  Party,  in  each case  arising  out  of  or  in
connection  with  or  by  reason of, or in  connection  with  the
preparation  for a defense of, any investigation,  litigation  or
proceeding  (whether  or  not an Indemnified  Party  is  a  party
thereto)  arising  out of, related to or in connection  with  the
Commitments hereunder or the Advances made pursuant hereto or any
transactions  done  in  connection herewith,  including,  without
limitation, any transaction in which any proceeds of the Advances
are,   or   are  proposed,  to  be  applied  (collectively,   the
"Indemnified Matters"); provided that the Borrower shall have  no
obligation to any Indemnified Party under this Section 8.08  with
respect to (i) matters for which such Indemnified Party has  been
compensated pursuant to any other provision of this Agreement  or
(ii)  Indemnified  Matters  caused  by  or  resulting  from   the
intentional  wrongful act or gross negligence of such Indemnified
Party.   If any action is brought against any Indemnified  Party,
such  Indemnified  Party shall promptly notify  the  Borrower  in
writing of the institution of such action and the Borrower  shall
thereupon  have the right, at its option, to elect to assume  the
defense  of  such  action.  If the Borrower so elects,  it  shall
promptly  assume  the  defense  of  such  action,  including  the
employment   of   counsel  (reasonably   satisfactory   to   such
Indemnified  Party)  and payment of expenses.   Such  Indemnified
Party shall have the right to employ its or their own counsel  in
any such case, but the fees and expenses of such counsel shall be
at   the  expense  of  such  Indemnified  Party  unless  (i)  the
employment of such counsel shall have been authorized in  writing
by  the Borrower in connection with the defense of such action or
(ii)  the  Borrower  shall  not have  properly  employed  counsel
reasonably satisfactory to such Indemnified Party to have  charge
of  the  defense  of  such action, in which case  such  fees  and
expenses  shall  be  paid by the Borrower.  If  such  Indemnified
Party  shall have reasonably concluded (based upon the advice  of
counsel)   that  the  representation  by  one  counsel   of   the
Indemnified Party and the Borrower creates a conflict of interest
for  such  counsel,  the reasonable fees  and  expenses  of  such
counsel shall be borne by the Borrower and the Borrower shall not
have the right to direct the defense of such action on behalf  of
the  Indemnified Party (but shall retain the right to direct  the
defense  of such action on behalf of the Borrower).  Anything  in
this  Section 8.08 to the contrary notwithstanding, the  Borrower
shall  not be liable for the fees and expenses of more  than  one
counsel for any Indemnified Party in any jurisdiction as  to  any
Indemnified  Matter  or  for any settlement  of  any  Indemnified
Matter effected without its written consent.  All Obligations  of
the Borrower under this Section 8.08 shall survive the making and
repayment of the Advances and the termination of this Agreement.

      SECTION  8.09.  Confidentiality.  Subject to the provisions
of  Section  8.07(f), each Lender shall, and shall  instruct  its
Affiliates,  successors, assigns, advisors, officers,  employees,
directors, agents, legal counsel and other professional  advisors
(the  "Informed  Parties")  to, hold  all  nonpublic  information
obtained  pursuant  to  this Agreement  in  accordance  with  its
customary  procedures  for handling confidential  information  of
this  nature  and  in  accordance with  safe  and  sound  banking
practices  and  in  any  event  may  make  disclosure  reasonably
required  by a bona fide transferee or participant in  connection
with the contemplated transfer or participation or to an Informed
Party agreeing to hold such nonpublic information as confidential
or  as  required  or  requested by law  or  to  any  governmental
authority or representative thereof or pursuant to legal process;
provided that unless specifically prohibited by applicable law or
court order, each Lender shall notify the Borrower of any request
by  any  governmental authority or representative thereof  (other
than  any such request in connection with an examination  of  the
financial   condition  of  such  Lender  by   such   governmental
authority) for disclosure of any such nonpublic information prior
to disclosure of such information; and further, provided, that in
no  event shall any Lender be obligated or required to return any
materials furnished by the Borrower.

      SECTION  8.10.   Consent  to Jurisdiction  and  Service  of
Process.   All judicial proceedings brought against the  Borrower
with  respect  to  this  Agreement or  any  instrument  or  other
documents  delivered hereunder may be brought  in  any  state  or
federal  court in the Borough of Manhattan in the  State  of  New
York,  and  by  execution  and delivery of  this  Agreement,  the
Borrower   accepts,  for  itself  and  in  connection  with   its
properties,   generally  and  unconditionally,  the  nonexclusive
jurisdiction of the aforesaid courts, and irrevocably  agrees  to
be  bound  by  any final judgment rendered thereby in  connection
with this Agreement or any instrument or other document delivered
hereunder  from which no appeal has been taken or  is  available.
The  Borrower agrees to receive service of process  in  any  such
proceeding  in any such court at its office at 114 Fifth  Avenue,
New York, New York 10011 (or at such other address in the Borough
of  Manhattan  in  the State of New York as  the  Borrower  shall
notify  the  Agent from time to time) and, if the  Borrower  ever
ceases  to  maintain  such office in the  Borough  of  Manhattan,
irrevocably  designates and appoints CT Corporation System,  1633
Broadway, New York, New York 10019, or any other address  in  the
State  of New York communicated by CT Corporation System  to  the
Agent,  as  its  agent to receive on its behalf  service  of  all
process  in  any such proceeding in any such court, such  service
being  hereby  acknowledged by the Borrower to be  effective  and
binding service in every respect.

      SECTION  8.11.   Governing Law.  This  Agreement  shall  be
governed  by, and construed in accordance with, the laws  of  the
State of New York.

      SECTION  8.12.  Execution in Counterparts.  This  Agreement
may  be  executed in any number of counterparts and by  different
parties  hereto in separate counterparts, each of which  when  so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.  A full set
of  executed counterparts of this Agreement shall be lodged  with
the Agent and the Borrower.

     [the balance of this page is intentionally left blank]
      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement  to be executed by their respective officers  thereunto
duly authorized, as of the date first above written.


                              THE WALT DISNEY COMPANY

                              By:
                              Title:

                              CITICORP USA, INC., as Agent

                              By:
                              Title:


     Commitment               Initial Lenders


     $36,100,000              CITICORP USA, INC.

                              By:
                              Title:

     $35,700,000              ABN AMRO BANK, N.V.

                              By:
                              Title:

                              By:
                              Title:

     $35,700,000              BANK OF AMERICA NT & SA

                              By:
                              Title:

     $35,700,000              THE MITSUBISHI BANK, LTD.

                              By:
                              Title:

     $35,700,000              BANKERS TRUST COMPANY

                              By:
                              Title:

     $35,700,000              BANQUE NATIONALE DE PARIS

                              By:
                              Title:

                              By:
                              Title:

     $35,700,000              BARCLAYS BANK PLC

                              By:
                              Title:

     $35,700,000              CHEMICAL BANK

                              By:
                              Title:


     $35,700,000              CREDIT SUISSE

                              By:
                              Title:

                              By:
                              Title:

     $35,700,000              THE DAI-ICHI KANGYO BANK, LTD.
                              LOS ANGELES AGENCY

                              By:
                              Title:

     $35,700,000              DEUTSCHE BANK AG
                              LOS ANGELES AND CAYMAN ISLAND BRANCHES

                              By:
                              Title:

                              By:
                              Title:

     $35,700,000              THE FIRST NATIONAL BANK OF CHICAGO

                              By:
                              Title:

     $35,700,000              FIRST INTERSTATE BANK OF CALIFORNIA

                              By:
                              Title:

                              By:
                              Title:

     $35,700,000              THE FUJI BANK LIMITED
                              LOS ANGELES AGENCY

                              By:
                              Title:

     $35,700,000              THE INDUSTRIAL BANK OF JAPAN, LIMITED
                              LOS ANGELES AGENCY

                              By:
                              Title:

     $35,700,000              THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
                              LOS ANGELES AGENCY

                              By:
                              Title:

     $35,700,000              MELLON BANK, N.A.

                              By:
                              Title:

     $35,700,000              THE MITSUI TRUST & BANKING CO., LTD.

                              By:
                              Title:

     $35,700,000              MORGAN GUARANTY TRUST COMPANY 
                                    OF NEW YORK

                              By:
                              Title:

     $35,700,000              NATIONSBANK OF TEXAS, N.A.

                              By:
                              Title:

     $35,700,000              THE SAKURA BANK, LTD.
                              LOS ANGELES AGENCY

                              By:
                              Title:

                              By:
                              Title:

     $35,700,000              SOCIETE GENERALE

                              By:
                              Title:

     $35,700,000              THE SUMITOMO BANK, LIMITED

                              By:
                              Title:

     $35,700,000              THE SUMITOMO TRUST & BANKING
                                   CO., LTD.
                              LOS ANGELES AGENCY

                              By:
                              Title:

     $35,700,000              SUNBANK, NATIONAL ASSOCIATION

                              By:
                              Title:

     $35,700,000              SWISS BANK CORPORATION
                              SAN FRANCISCO BRANCH

                              By:
                              Title:

                              By:
                              Title:

     $35,700,000              TORONTO DOMINION (TEXAS), INC.

                              By:
                              Title:

     $35,700,000              THE YASUDA TRUST & BANKING CO., LTD.
                              LOS ANGELES BRANCH

                              By:
                              Title:


    $1,000,000,000

                               SCHEDULE I

                        The Walt Disney Company
                    $1,000,000,000 Credit Agreement

                         Domestic                   Eurodollar
    Name of Bank         Lending Office             Lending Office

    ABN AMR0 Bank, N.V.  ABN AMR0 Bank, N.V.        ABN AMR0 Bank, N.V.
                         Los Angeles/Int'l Branch   Los Angeles/Int'l Branch
                         300 S. Grand Ave., #1115   300 S. Grand Ave., #1115
                         Los Angeles, CA 90071      Los Angeles, CA 90071
    
    Bank of America      Bank of America, NT & SA   Bank of America, NT & SA
     NT & SA             PSO Acct. Admin. #5693     PSO Acct. Admin. #5693
                         1850 Gateway Bl., 4th Fl.  1850 Gateway Bl., 4th Fl.
                         Concord, CA 94520          Concord, CA 94520
    
    Bankers Trust        Bankers Trust Company       Bankers Trust Company
     Company             1 Bankers Trust Plaza       1 Bankers Trust Plaza
                         New York, NY 10006          New York, NY 10006
    
    Banque Nationale     Banque Nationale de Paris   Banque Nationale de Paris
     de Paris            725 S. Figueroa, #2090      725 S. Figueroa, #2090
                         Los Angeles, CA 90017       Los Angeles, CA 90017
    
    Barclays Bank PLC    Barclays Bank PLC           Barclays Bank PLC
                         New York, NY                Nassau, Bahamas
    
    Chemical Bank        Chemical Bank               Chemical Bank
                         52 Broadway                 52 Broadway
                         New York, NY  10015         New York, NY  10015
                         Attn: Loan Services Dept.   Attn: Loan Services Dept.
                         Pedro Valentin, A.T.        Pedro Valentin, A.T.
    
    Citicorp USA, Inc.   Citicorp USA, Inc.          Citicorp USA, Inc.
                         399 Park Avenue             399 Park Avenue
                         New York, New York 10043    New York, NY 10043
    
    Credit Suisse        Credit Suisse               Credit Suisse
                         633 W. 5th Street           633 W. 5th Street
                         64th Floor                  64th Floor
                         Los Angeles, CA 90071       Los Angeles, CA 90071
    
    Deutsche Bank AG     Deutsche Bank AG            Deutsche Bank AG
                         300 S. Grand Avenue         Cayman Islands Branch
                         Los Angeles, CA 90071       c/o New York Branch
                                                     31 W. 52nd St.
                                                     New York, NY 10019
    
    The Dai-Ichi Kangyo  The Dai-Ichi Kangyo Bank,   The Dai-Ichi Kangyo Bank,
    Bank, Ltd.           Ltd., Los Angeles Agency    Ltd., Los Angeles Agency
    Los Angeles Agency   555 W. 5th Street           555 W. 5th Street
                         5th Floor                   5th Floor
                         Los Angeles, CA 90013       Los Angeles, CA 90013
    
    The First National   The First National Bank     The First National Bank
     Bank of Chicago       of Chicago                  of Chicago
                         One First National Plaza    One First National Plaza
                         Suite 0324                  Suite 0324
                         Chicago, Illinois 60670     Chicago, Illinois 60670
    
    First Interstate    First Interstate Bank of    First Interstate Bank of
     Bank of California    California                   California
                        1200 W. 7th Street          1200 W. 7th Street
                        Los Angeles, CA 90017       Los Angeles, CA 90017
    
    The Fuji Bank,      The Fuji Bank, Limited      The Fuji Bank, Limited
    Limited             Los Angeles Agency          Los Angeles Agency
                        333 South Grand Avenue      333 South Grand Avenue
                        Suite 2500                  Suite 2500
                        Los Angeles, CA 90071       Los Angeles, CA 90071
                            Lending Office              Lending Office


The Industrial Bank     The Industrial Bank of      The Industrial Bank of
 of Japan, Limited         Japan, Limited              Japan, Limited
Los Angeles Agency      Los Angeles Agency          Los Angeles Agency
                        350 South Grand Avenue      350 South Grand Avenue
                        Suite 1500                  Suite 1500
                        Los Angeles, CA 90071       Los Angeles, CA 90071

The Long-Term Credit    The Long Term Credit        The Long Term Credit
 Bank of Japan, Ltd.     Bank of Japan, Ltd.         Bank of Japan, Ltd.
Los Angeles Agency      Los Angeles Agency          Los Angeles Agency
                        444 S. Flower St., #3700    444 S. Flower St., #3700
                        Los Angeles, CA 90071       Los Angeles, CA 90071

Mellon Bank, N.A.       Mellon Bank, N.A.           Mellon Bank, N.A.
                        Mellon Bank Center          1 Mellon Bank Center
                        Pittsburgh, PA 15258        Pittsburgh, PA 15258

The Mitsubishi Bank     The Mitsubishi Bank, Ltd.   The Mitsubishi Bank, Ltd.
Los Angeles Agency      Los Angeles Agency          Los Angeles Agency
                        550 S. Hope St., 5th Fl.    550 S. Hope St., 5th Fl.
                        Los Angeles, CA  90071      Los Angeles, CA  90071
                        Attn: Anna Bagdasarian      Attn: Anna Bagdasarian

The Mitsui Trust & The Mitsui Trust & The Mitsui Trust & Banking Co., Ltd.       Banking Co., Ltd.           Banking Co., Ltd.
                        611 West 6th Street         611 West 6th Street
                        Los Angeles, CA 90017       Los Angeles, CA 90017

Morgan Guaranty Trust   Morgan Guaranty Trust       Morgan Guaranty Trust
 Company of New York     Company of New York         Company of New York
                        60 Wall Street              Nassau, Bahamas Office
                        New York, NY 10260-0060     c/o J.P. Morgan
                                                    Attention: Loan Department
                                                    Services, Inc.
                                                    Euro-Loan Servicing
                                                    902 Market Street
                                                    Wilmington, DE 19801

NationsBank of          NationsBank of Texas, N.A.  NationsBank of Texas, N.A.
 Texas, N.A.            901 Main Street, 11th Fl.   901 Main Street, 11th
                        Dallas, Texas 75206         Dallas, Texas 75206
                        Attn: Commercial Loans      Attn: Commercial Loans

The Sakura Bank, Ltd.   The Sakura Bank, Ltd.       The Sakura Bank, Ltd.
                        Los Angeles Agency          Los Angeles Agency
                        515 S. Figueroa Street      515 S. Figueroa Street
                        Suite 400                   Suite 400
                        Los Angeles, CA  90071      Los Angeles, CA  90071

Societe Generale        Societe Generale            Societe Generale
                        2029 Century Park East      2029 Century Park East
                        Suite 2900                  Suite 2900
                        Los Angeles, CA 90067       Los Angeles, CA 90067

The Sumitomo Bank,      The Sumitomo Bank,          The Sumitomo Bank,
 Limited                 Limited                     Limited
                        611 West 6th Street         611 West 6th Street
                        Los Angeles, CA 90017       Los Angeles, CA 90017

The Sumitomo Trust & The Sumitomo Trust & The Sumitomo Trust & Banking Co., Ltd.       Banking Co., Ltd.           Banking Co., Ltd.
Los Angeles Agency      Los Angeles Agency          Los Angeles Agency
                        333 S. Grand Av., #5300     333 S. Grand Av. #5300
                        Los Angeles, CA 90071       Los Angeles, CA 90071

Sunbank, National       Sunbank, National           Sunbank, National
 Association             Association                 Association
                        P.0. Box 3833               P.0. Box 3833
                        200 S. Orange Avenue        200 S. Orange Avenue
                        Orlando, FL  32802          Orlando, FL  32802

Swiss Bank Corporation  Swiss Bank Corporation      Swiss Bank Corporation
San Francisco Branch    San Francisco Branch        San Francisco Branch
                        101 California Street       101 California Street
                        Suite 1700                  Suite 1700
                        San Francisco, CA  94111    San Francisco, CA 94111

Toronto Dominion        Toronto Dominion            Toronto Dominion 
   Texas, Inc.             Texas, Inc.                 Texas, Inc.
                        909 Fannin, Suite 1700      909 Fannin, Suite 1700
                        Houston, TX  77010          Houston, TX 77010

The Yasuda Trust & The Yasuda Trust & The Yasuda Trust & Banking Co., Ltd.       Banking Co., Ltd.           Banking Co., Ltd.
Los Angeles Branch      Los Angeles Branch          Los Angeles Branch
                        725 S. Figueroa Street      725 S. Figueroa Street
                        Suite 3990                  Suite 3990
                        Los Angeles, CA  90017      Los Angeles, CA  90017


                                      
                                  EXHIBIT A
                                      
                             NOTICE OF BORROWING

[Date]

Citicorp USA, Inc., as Agent
  for the Lenders party to the Second Amended and
  Restated Credit Agreement referred to below
399 Park Avenue
New York, New York 10043

Attention: ___________________

Ladies and Gentlemen:

     The  undersigned, The Walt Disney Company, refers to the  Second
Amended  and  Restated Credit Agreement, dated as of April  12,  1995
(said  Agreement as it may be amended, modified or supplemented  from
time to time, being the "Credit Agreement", the terms defined therein
being  used  herein as therein defined), among the  undersigned,  the
financial  institutions party thereto as Lenders  and  Citicorp  USA,
Inc.,  as  Agent  for  such  Lenders, and hereby  gives  you  notice,
irrevocably,  pursuant to Section 2.02 of the Credit  Agreement  that
the   undersigned  hereby  requests  a  Borrowing  under  the  Credit
Agreement,  and  in that connection sets forth below the  information
relating to such Borrowing (the "Proposed Borrowing") as required  by
Section 2.02(a) of the Credit Agreement:

       (i)     The  Business  Day  of  the  Proposed  Borrowing  is
        _____________ 19___.

       (ii)    The Type of Advances comprising the Proposed Borrowing is
       [Base Rate Advances] [Eurodollar Rate Advances].

       (iii)   The  aggregate  amount of the  Proposed  Borrowing  is
       $___________.

        *[(iv)  The initial Interest Period for each Advance made  as
    part  of  the  Proposed Borrowing is [one]  [two]  [three]  [six]
    [twelve] months.]

     The  undersigned hereby certifies that, pursuant to Section 3.02
of  the  Credit Agreement, each of the following statements is  true,
and will be true on the date of the Proposed Borrowing:

    (A)  the representations and warranties contained in Section 4.01
of  the Credit Agreement are correct in all material respects on  and
as  of  the  date of the Proposed Borrowing, before and after  giving
effect  to  the  Proposed Borrowing, and to the  application  of  the
proceeds therefrom, as though made on and as of such date (except  to
the  extent  that such representations and warranties  relate  to  an
earlier  date), which representations and warranties were correct  in
all material respects on and as of such earlier date); and

     (B)   no  event has occurred and is continuing, or would  result
from  such Proposed Borrowing or from the application of the proceeds
therefrom,  which constitutes an Event of Default or would constitute
an  Event of Default but for the requirement that notice be given  or
time elapse or both.

                                             Very truly yours,

                                             THE WALT DISNEY COMPANY

                                             By:____________________
                                             Title: ________________


*   To  be  included for a Proposed Borrowing comprised of Eurodollar
    Rate Advances.
                           EXHIBIT B

                   ASSIGNMENT AND ACCEPTANCE

            Dated ___________________, 19___


     Reference  is  made  to the Second Amended and  Restated  Credit
Agreement  dated as of April 12, 1995 (said Agreement as  it  may  be
amended,  modified  or  supplemented from time  to  time,  being  the
"Credit  Agreement")  among  The  Walt  Disney  Company,  a  Delaware
corporation  (the  "Borrower"),  the  financial  institutions   party
thereto  as Lenders, and Citicorp USA, Inc., as Agent for the Lenders
(the "Agent").  Terms defined in the Credit Agreement are used herein
with the same meanings.

     _______________(the "Assignor") and________________(the "Assignee")
agree as follows:

    1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee  hereby  purchases  and  assumes  from  the  Assignor,  that
interest in and to all of the Assignor's rights and obligations under
the  Credit  Agreement  as of the date hereof  which  represents  the
percentage interest specified on Schedule 1 of all outstanding rights
and  obligations  under  the  Credit  Agreement  (including,  without
limitation,  such  interest  in  the Assignor's  Commitment  and  the
Advances  owing to the Assignor).  After giving effect to  such  sale
and  assignment,  the Assignee's Commitment and  the  amount  of  the
Advances owing to the Assignee will be as set forth in Section  2  of
Schedule 1.

     2. The Assignor (i) represents and warrants that it is the legal
and  beneficial owner of the interest being assigned by it  hereunder
and  that such interest is free and clear of any adverse claim;  (ii)
makes  no  representation or warranty and assumes  no  responsibility
with respect to any statements, warranties or representations made in
or  in  connection  with  the  Credit  Agreement  or  the  execution,
legality, validity, enforceability, genuineness, sufficiency or value
of  the  Credit  Agreement or any instrument  or  document  furnished
pursuant  thereto; and (iii) makes no representation or warranty  and
assumes no responsibility with respect to the financial condition  or
operations  of the Borrower or the performance or observance  by  the
Borrower of any of its obligations under the Credit Agreement or  any
instrument or document furnished pursuant thereto.

     3.  The Assignee (i) confirms that it has received a copy of the
Credit  Agreement,  together with copies of the financial  statements
referred to in Section 4.01(c) thereof, and such other documents  and
information  as  it  has deemed appropriate to make  its  own  credit
analysis  and decision to enter into this Assignment and  Acceptance;
(ii) agrees that it will, independently and without reliance upon the
Agent,  the Assignor or any other Lender and based on such  documents
and information as it shall deem appropriate at the time, continue to
make  its  own credit decisions in taking or not taking action  under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee;
(iv)  appoints and authorizes the Agent to take such action as  agent
on  its behalf and to exercise such powers under the Credit Agreement
as  are  delegated to the Agent by the terms thereof,  together  with
such powers as are reasonably incidental thereto; (v) agrees that  it
will  perform  in accordance with their terms all of the  obligations
which  by  the  terms  of the Credit Agreement  are  required  to  be
performed  by it as a Lender; (vi) specifies as its Domestic  Lending
Office  (and address for notices) and Eurodollar Lending  Office  the
offices set forth beneath its name on the signature pages hereof; and
(vii)  if the Assignee is not created or organized under the laws  of
the United States or a political subdivision thereof, attaches hereto
the  certificates  and forms required under Section  2.14(e)  of  the
Credit  Agreement  and  represents  that  the  information  contained
therein is accurate and complete.

     4. Following the execution of this Assignment and Acceptance  by
the  Assignor and the Assignee, it will be delivered to the Agent for
acceptance  and recording by the Agent.  The effective date  of  this
Assignment and Acceptance shall be the date of acceptance thereof  by
the  Agent,  unless  otherwise specified on Schedule  l  hereto  (the
"Effective Date").

     5.  Upon such acceptance and recording by the Agent, as  of  the
Effective  Date,  (i)  the Assignee shall be a party  to  the  Credit
Agreement  and,  to  the  extent  provided  in  this  Assignment  and
Acceptance,  have  the rights and obligations of a Lender  thereunder
and  (ii)  the  Assignor  shall,  to  the  extent  provided  in  this
Assignment  and  Acceptance, relinquish its rights  (other  than  any
rights  the  Assignor may have under Sections 2.14 and  8.08  of  the
Credit  Agreement)  and  be released from its obligations  under  the
Credit Agreement.

     6.  Upon  such acceptance and recording by the Agent,  from  and
after the Effective Date, the Agent shall make all payments under the
Credit   Agreement  in  respect  of  the  interest  assigned   hereby
(including,  without limitation, all payments of principal,  interest
and  facility  fees  with  respect thereto)  to  the  Assignee.   The
Assignor  and  Assignee  shall make all  appropriate  adjustments  in
payments  under  the  Credit  Agreement  for  periods  prior  to  the
Effective Date directly between themselves.

     7.  This  Assignment and Acceptance shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

       IN WITNESS WHEREOF, the Assignor and Assignee have caused this
Assignment  and Acceptance to be executed by the respective  officers
thereunto duly authorized, as of the date first above written.

                                        [NAME OF ASSIGNOR]

                                        By: ___________________
                                        Title: ________________


                                        [NAME OF ASSIGNEE]

                                        By: ___________________
                                        Title: ________________


                                        Domestic Lending Office (and
                                        address for notices):

                                        ____________________________
                                        ____________________________
                                        ____________________________


                                        Eurodollar Lending Office

                                        ____________________________
                                        ____________________________
                                        ____________________________

Accepted this ____ day
of ______________, 19


CITICORP USA, INC.,
as Agent

By: __________________
Title:________________
                                 Schedule 1
                        to Assignment and Acceptance
                     Dated _____________, 19___ between
                 ________________________, as Assignor, and
                    ________________________, as Assignee



Section 1.

     Percentage Interest
        assigned:                             __________%



Section 2.

     Assignee's Commitment:                   $__________

     Aggregate Outstanding Principal
        Amount of Advances owing to the
        Assignee                              $__________



Section 3.

     Effective Date*:                         ________________, 19___










  * This date should be no earlier than the date of acceptance by the
    Agent.



                                  EXHIBIT C
                                      
                             FORM OF OPINION OF
                           COUNSEL TO THE BORROWER

[Effective Date]

To each of the Lenders as defined in and party to the Second
    Amended and Restated Credit Agreement referred to
    below and to Citicorp USA, Inc., as Agent
    c/o Citicorp USA, Inc.
    399 Park Avenue
    New York, New York 10043

    Re: The Walt Disney Company

Ladies and Gentlemen:

     This opinion is furnished to you pursuant to Section 3.01(a)(iv) of
the  Second Amended and Restated Credit Agreement dated as of April  12,
1995  (the  "Credit  Agreement") among  The  Walt  Disney  Company  (the
"Borrower"), the Lenders party thereto, and Citicorp USA, Inc., as Agent
for  such  Lenders.   Terms  defined in the  Credit  Agreement  and  not
otherwise defined herein are used herein as therein defined.

     I am Vice President - Assistant General Counsel of the Borrower and
in  that capacity I have acted as counsel for the Borrower in connection
with the preparation, execution and delivery of the Credit Agreement.

     In  that  connection,  I have examined the  Credit  Agreement,  the
documents furnished by the Borrower pursuant to Section 3.01(a)  of  the
Credit Agreement, the Certificate of Incorporation of the Borrower  (the
"Charter"),  and  the  by-laws  of the  Borrower  (the  "By-laws").   In
addition,  I  have  examined the originals, or copies  certified  to  my
satisfaction,   of  such  other  corporate  records  of  the   Borrower,
certificates  of public officials and of officers of the  Borrower,  and
agreements, instruments and other documents, as I have deemed  necessary
as  a  basis for the opinions expressed below.  As to questions of  fact
material  to  such  opinions,  I  have, when  relevant  facts  were  not
independently  established  by  me,  relied  upon  certificates  of  the
Borrower or its officers or of public officials.  I have assumed the due
execution  and  delivery, pursuant to due authorization, of  the  Credit
Agreement by the Lenders and the Agent.

     Based  upon  the foregoing and upon such investigation  as  I  have
deemed necessary, I am of the following opinion:

     1.   The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and is duly
qualified and in good standing as a foreign corporation authorized to do
business  in  each  jurisdiction (other than  the  jurisdiction  of  its
incorporation) in which the nature of its activities or the character of
the  properties it owns or leases makes such qualification necessary and
in  which the failure to so qualify would have a material adverse effect
on  the  financial  condition or operations  of  the  Borrower  and  its
subsidiaries taken as a whole.

     2.   The execution, delivery and performance by the Borrower of the
Credit  Agreement are within the Borrower's corporate powers, have  been
duly authorized by all necessary corporate action, and do not contravene
(i)  the  Charter  or the By-laws or (ii) any applicable  law,  rule  or
regulation  or  (iii) to the best of my knowledge,  any  contractual  or
legal  restriction  contained in any agreement  or  instrument,  or  any
order,  judgment or decree, binding on or affecting the  Borrower.   The
Credit  Agreement has been duly executed and delivered on behalf of  the
Borrower.

     3.   No authorization or approval or other action by, and no notice
to  or  filing  with, any governmental authority or regulatory  body  is
required for the due execution, delivery and performance by the Borrower
of the Credit Agreement.

    4.   The Credit Agreement is the legal, valid and binding obligation
of  the Borrower enforceable against the Borrower in accordance with its
terms.

     The  opinions  set forth in paragraph 4 above are  subject  to  the
effect   of   any  applicable  bankruptcy,  insolvency,  reorganization,
moratorium or similar law affecting creditors' rights generally  and  to
the   effect  of  general  principles  of  equity,  including,   without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing  (regardless of whether considered in a proceeding in equity  or
at law).

     My opinions expressed above are limited to the law of the State  of
New  York and the Federal law of the United States, and I do not express
any  opinion  herein  concerning any other law.   Without  limiting  the
generality  of the foregoing, I express no opinion as to the  effect  of
the  law  of any jurisdiction other than the State of New York,  wherein
any Lender may be located or wherein enforcement of the Credit Agreement
may  be sought which limits the rates of interest legally chargeable  or
collectible.   This  opinion is rendered to you in connection  with  the
execution  and delivery of the Credit Agreement; this opinion is  solely
for  your benefit and is not to be used, circulated, quoted or otherwise
referred  to for any other purpose without, in each instance,  my  prior
written consent.

                                                  Very truly yours,


                            EXHIBIT D-1

                              FORM OF
                     FOREIGN LENDER CERTIFICATE


To: The Walt Disney Company

     Reference  is  made  to  the  Second Amended  and  Restated  Credit
Agreement  dated  as of April 12, 1995 (said Agreement,  as  it  may  be
amended, supplemented or otherwise modified from time to time being  the
"Credit  Agreement"), among The Walt Disney Company,  as  Borrower  (the
"Borrower"), the financial institutions from time to time party  thereto
as  Lenders  (the "Lenders") and Citicorp USA, Inc., as  agent  for  the
Lenders  (the  "Agent"). Terms defined in the Credit Agreement  and  not
otherwise defined herein are used herein as therein defined.

    Pursuant to Section 2.14(e) of the Credit Agreement, the undersigned
Lender  hereby  certifies to the Borrower and the Agent that  under  the
provisions  of the income tax convention between the United  States  and
[Name of Country] the undersigned Lender

     *  [is  eligible  to  receive payments under the  Credit  Agreement
without  deduction  or withholding of the United States  federal  income
tax]

     *  [is  not eligible to receive payments under the Credit Agreement
without deduction or withholding of United States federal income tax but
does  not  require  additional  payments therefor  pursuant  to  Section
2.14(a)  or (c) of the Credit Agreement because it is eligible and  able
to  recover the full amount of any such deduction or withholding from  a
source other than the Borrower.]

                                           [or]

     *  [is not eligible to receive payments under the Agreement without
deduction or withholding of United States federal income tax and is  not
eligible  and able to recover the full amount of the same from a  source
other than the Borrower.]

     The undersigned Lender is a corporation organized under the laws of
[Name  of Country] and [is not acting through a branch, agency or office
in  the  United  States] [has a branch, agency or office in  the  United
States  but  its activities in connection with the Credit Agreement  are
not connected effectively with such branch, agency, or office.]

     Accompanying this Certificate are two copies of Form 1001  (or  any
successor  or  substitute  form) of the United States  Internal  Revenue
Service,   properly  completed  and  duly  executed  by  an  appropriate
representative of the undersigned Lender.


         Dated:    _____________, 19


                                            [NAME OF LENDER]

                                            By: __________________
                                            Title: _______________




*  Insert applicable statement.

                          EXHIBIT D-2

                            FORM OF
                   FOREIGN LENDER CERTIFICATE


To: The Walt Disney Company

     Reference  is  made  to the Second Amended and  Restated  Credit
Agreement  dated as of April 12, 1995 (said Agreement, as it  may  be
amended, supplemented or otherwise modified from time to time,  being
the  "Credit Agreement"), among The Walt Disney Company, as  Borrower
(the  "Borrower"), the financial institutions from time to time party
thereto  as Lenders (the "Lenders") and Citicorp USA, Inc., as  agent
for  the Lenders (the "Agent"). Terms defined in the Credit Agreement
and not otherwise defined herein are used herein as therein defined.

     Pursuant  to  Section  2.14(e)  of  the  Credit  Agreement,  the
undersigned  Lender hereby certifies to the Borrower  and  the  Agent
that under the provisions of Sections 1441(c) or 1442 of the Internal
Revenue  Code of 1986 of the United States, as amended, and  Treasury
Regulation 1.1441-4, as amended, the undersigned Lender

     *  [is  eligible to receive payments under the Credit  Agreement
without deduction or withholding of the United States federal  income
tax.]

    * [is not eligible to receive payments under the Credit Agreement
without deduction or withholding of United States federal income  tax
as  specified  therein  but  does  not  require  additional  payments
therefor  pursuant to Section 2.14(a) or (c) of the Credit  Agreement
because  it  is eligible and able to recover the full amount  of  any
such deduction or withholding from a source other than the Borrower.

                              [or]

    * [is not eligible to receive payments under the Credit Agreement
without deduction or withholding of United States federal income  tax
and  is not eligible and able to recover the full amount of the  same
from a source other than the Borrower.]

     The undersigned Lender is a corporation organized under the laws
of [Name of Country] and is acting through a branch, agency or office
operating in the United States in respect of the Credit Agreement and
any  payment received or to be received by it in connection with  the
Credit Agreement is effectively connected with its conduct of a trade
or business in the United States.

    Accompanying this Certificate are two copies of Form 4224 (or any
successor  or substitute form) of the United States Internal  Revenue
Service,  properly  completed and duly  executed  by  an  appropriate
representative of the undersigned Lender.


         Dated:    _____________, 19


                                                 [NAME OF LENDER]


                                              By:  __________________
                                              Title: ________________

*  Insert applicable statement.

                                  EXHIBIT E
                                      
                                   FORM OF
                            WITHDRAWAL  AGREEMENT
                                      

            This Agreement is executed by__________________________
and ______________________________   (each  a "Withdrawing  Lender"),
THE  WALT DISNEY COMPANY (the "Borrower") and CITICORP USA, INC.,  as
Agent  for  the  financial institutions party to the Existing  Credit
Agreement referred to below (in such capacity, the "Agent").

     PRELIMINARY STATEMENTS.  The Borrower, the Withdrawing  Lenders,
certain other financial institutions and the Agent are parties to  an
Amended and Restated Credit Agreement dated as of October 3, 1994 (as
amended,  the "Existing Credit Agreement").  The parties hereto  wish
to   terminate  the  Commitments  of  the  Withdrawing   Lenders   as
hereinafter  set forth in connection with the effectiveness  of  that
certain  Second  Amended and Restated Credit Agreement  dated  as  of
April  12,  1995 (the "Amended and Restated Credit Agreement")  among
the  Borrower, the financial institutions party thereto and  Citicorp
USA, Inc. as Agent for such financial institutions.  Terms defined in
the  Existing Credit Agreement are used in this Agreement as  defined
in  the Existing Credit Agreement and, except as otherwise indicated,
all  references  to Sections and Articles refer to the  corresponding
Sections and Articles of the Existing Credit Agreement.

    The parties hereto therefore agree as follows:

     SECTION  1.   Termination  of  Commitments  of  the  Withdrawing
Lenders.   Effective on the Agreement Effective Date (as  defined  in
Section  2  hereof) and subject to the satisfaction of the conditions
precedent  set  forth  in Section 2 hereof, the  Commitment  of  each
Withdrawing  Lender  is reduced to zero, and each Withdrawing  Lender
shall  relinquish  its  rights and be released from  its  obligations
under  the  Existing Credit Agreement and shall cease to be  a  party
thereto,  provided  that each Withdrawing Lender  shall  continue  to
enjoy  the  benefits of Sections 2.14 and 8.08 with  respect  to  any
period ending on or prior to the Agreement Effective Date.

    SECTION 2.  Conditions to Effectiveness.  This Agreement shall be
effective  as  of  the date on which the Amended and Restated  Credit
Agreement  becomes  effective  in  accordance  with  its  terms  (the
"Agreement  Effective  Date") subject  to  the  satisfaction  of  the
following conditions precedent:

    (a)  the Borrower shall have paid all facility fees under Section
2.03 to the extent accrued and unpaid through the Agreement Effective
Date;

     (b)   the  Borrower  shall  have paid or  prepaid  any  Advances
outstanding  on the Agreement Effective Date, together  with  accrued
interest  thereon  and  any amounts payable in connection  with  such
prepayment under Section 8.04(b); and

    (c)  all other conditions to the effectiveness of the Amended and
Restated  Credit  Agreement (except for the condition  under  Section
3.01(b)) shall have been satisfied or waived.

     SECTION  3.  Execution in Counterparts.  This Agreement  may  be
executed in any number of counterparts and by any combination of  the
parties  hereto in separate counterparts, each of which  counterparts
shall be an original and all of which taken together shall constitute
one and the same Agreement.

     SECTION 4.  Governing Law.  This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to   be   executed  by  their  respective  officers  thereunto   duly
authorized, as of the date first above written.


                                             THE WALT DISNEY COMPANY

                                             By: __________________
                                             Title: _______________


                                             CITICORP  USA, INC., as Agent

                                             By: __________________
                                                 Vice President


                                             Withdrawing Lenders:

                                             _______________________

                                             By: ___________________ 
                                             Title: ________________


                                             _______________________

                                             By: ___________________
                                             Title: ________________


                                             _______________________

                                             By: ___________________
                                             Title: ________________