South Carolina Electric & Gas Co, et al. – ‘424B1’ on 10/23/97

As of:  Thursday, 10/23/97   ·   Accession #:  1047642-97-6   ·   File #s:  333-37787, -01

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Prospectus   —   Rule 424(b)(1)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus                                            60    257K 

Document Table of Contents

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Rule 424(b)(1)          
            Registration Statement No. 333-37787
                                          333-37787-01

$50,000,000         

SCE&G TRUST I       

7.55% Trust Preferred Securities, Series A  
(Liquidation Amount $25 per Trust Preferred Security) 
fully and unconditionally guaranteed, as described herein, by       

SOUTH CAROLINA ELECTRIC & GAS COMPANY       
------------------      
The 7.55% Trust Preferred Securities, Series A (the "Trust            
Preferred Securities"), offered hereby represent preferred                      
undivided beneficial interests in the assets of SCE&G Trust I, a                
statutory business trust created under Delaware law (the "Issuer").             
South Carolina Electric & Gas Company, a South Carolina corporation             
(the "Company"), will be the owner of all of the common undivided               
beneficial interests in the assets of the Issuer ("Common                       
Securities" and, collectively with the Trust Preferred Securities,              
the "Trust Securities").  The Issuer exists for the sole purpose of             
issuing the Trust Securities and investing the proceeds thereof in              
$50,000,000 aggregate principal amount of 7.55% Junior Subordinated             
Deferrable Interest Debentures, Series A (the "Junior Subordinated              
Debentures"), to be issued by the Company. The Junior Subordinated              
Debentures will mature on September 30, 2027 (the "Stated                       
Maturity"). The Trust Preferred Securities will have a preference               
under certain circumstances with respect to cash distributions and              
amounts payable on liquidation, redemption or otherwise over the                
Common Securities.  See "Description of Trust Preferred Securities              
-- Subordination of Common Securities."                                         

               (Continued on inside facing page)

The Trust Preferred Securities have been approved for listing on                
The New York Stock Exchange ("NYSE") under the symbol SAC PrT.                  

For a discussion of certain factors that should be considered in                
connection with an investment in the Trust Preferred Securities,                
see "Risk Factors" on page 7 herein.                                            

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

              Underwriting
                     Price to    Discounts and   Proceeds to the
                      Public(1)   Commission      Issuer (1)(2)(3)

Per Trust Preferred Security  $ 25.00        (2)            $ 25.00             
Total                       $50,000,000      (2)          $50,000,000           
_________________________                                                       

(1)    Plus accrued Distributions, if any, from October 28, 1997.               
(2)    In view of the fact that the proceeds of the sale of the Trust           
Preferred Securities will be invested in the Junior Subordinated  
Debentures, the Company has agreed to pay to the Underwriters, as 
compensation for their arranging the investment therein of such   
proceeds, $0.7875 per Trust Preferred Security (or $1,575,000     
in the aggregate); provided, however, that compensation for sales 
of the Trust Preferred Securities to certain institutions         
will be $0.50 per Trust Preferred Security. See "Underwriting."   
(3)    Before deduction of expenses payable by the Company estimated at         
$156,000.                                                         

The Trust Preferred Securities are offered by the several               
Underwriters when, as and if issued by the Issuer, delivered to and             
accepted by the Underwriters and subject to their right to reject               
orders in whole or in part. It is expected that delivery of the                 
Trust Preferred Securities will be made through the facilities of               
The Depository Trust Company ("DTC") on or about October  28, 1997,             
against payment in immediately available funds.                                 

CREDIT SUISSE FIRST BOSTON               PAINEWEBBER INCORPORATED               

Prospectus dated October 22, 1997.              

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN          
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE             
OF THE SECURITIES OFFERED HEREBY, INCLUDING OVER-ALLOTMENT,                     
STABILIZING TRANSACTIONS, SYNDICATE SHORT COVERING TRANSACTIONS AND             
PENALTY BIDS.  FOR A DESCRIPTION OF THESE ACTIVITIES, SEE                       
"UNDERWRITING."                                                                 

2                                                                               

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Cover page continued                                                            

Pursuant to the Guarantee, the Company has guaranteed the             
payment of Distributions (as defined below) and payments on                     
liquidation or redemption of the Trust Preferred Securities, but                
only in each case to the extent of funds held by the Issuer, as                 
described herein. The obligations of the Company under the                      
Guarantee and the Junior Subordinated Debentures are unsecured and              
rank subordinate and junior in right of payment to all Senior Debt              
(as defined herein) of the Company.  The Company has, through the               
Guarantee, the Junior Subordinated Debentures, the Trust Agreement              
and the Indenture, taken together, fully, irrevocably and                       
unconditionally guaranteed all of the Issuer's obligations under                
the Trust Preferred Securities.  See "Description of Junior                     
Subordinated Debentures," "Description of Trust Preferred                       
Securities," "Description of Guarantee" and "Relationship Among the             
Trust Preferred Securities, the Junior Subordinated Debentures and              
the Guarantee."                                                                 

Holders of the Trust Preferred Securities will be entitled to         
receive preferred cumulative cash distributions ("Distributions")               
accumulating from the date of original issue and payable, unless                
deferred, quarterly in arrears on March 31, June 30, September 30,              
and December 31 of each year, commencing December 31, 1997, at the              
annual rate of 7.55% of the Liquidation Amount (as defined herein)              
of $25 per Trust Preferred Security.  Subject to certain                        
exceptions, as described herein, the Company has the right to defer             
payment of interest on the Junior Subordinated Debentures at any                
time or from time to time for a period not exceeding 20 consecutive             
quarterly periods with respect to each deferral period (each, an                
"Extension Period"), provided that no Extension Period may extend               
beyond the Stated Maturity of the Junior Subordinated Debentures.               
Upon the termination of any such Extension Period and the payment               
of all interest then accrued and unpaid (together with interest                 
thereon at the rate of 7.55% per annum, compounded quarterly, to                
the extent permitted by applicable law), the Company may elect to               
begin a new Extension Period subject to the requirements set forth              
herein. If interest payments on the Junior Subordinated Debentures              
are so deferred, Distributions on the Trust Preferred Securities                
will also be deferred and the Company will not be permitted,                    
subject to certain exceptions, to declare or pay any cash                       
distributions with respect to the Company's capital stock or debt               
securities that rank on a parity with or junior to the Junior                   
Subordinated Debentures.  During an Extension Period, interest on               
the Junior Subordinated Debentures will (to the extent permitted by             
law) continue to accrue (and the amount of Distributions to which               
holders of the Trust Preferred Securities are entitled will                     
accumulate) at the rate of 7.55% per annum, compounded quarterly                
from the relevant payment date for such interest, and holders of                
Trust Preferred Securities will be required to accrue interest                  
income for United States federal income tax purposes prior to the               
receipt of cash related to such interest income. See "Description               
of Junior Subordinated Debentures -- Option to Defer Interest                   
Payments" and " -- Restrictions on Certain Payments" and "Certain               
Federal Income Tax Consequences -- Interest Income and Original                 
Issue Discount."                                                                

3                                                                               

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The Trust Preferred Securities are subject to mandatory               
redemption, in whole or in part, upon repayment of the Junior                   
Subordinated Debentures at their Stated Maturity or their earlier               
redemption. The Junior Subordinated Debentures are redeemable prior             
to their Stated Maturity at the option of the Company (i) on or                 
after September 30, 2002, in whole at any time or in part from time             
to time, or (ii) prior to September 30, 2002, in whole (but not in              
part), at any time within 90 days following the occurrence of a Tax             
Event (as defined herein), in either case at a redemption price of              
100% of the principal amount thereof, plus accrued interest to the              
redemption date.  See "Description of Trust Preferred Securities --             
Redemption" and "Description of Junior Subordinated Debentures --               
Redemption."                                                                    

The Company will have the right at any time to dissolve the           
Issuer and, after satisfaction of liabilities to creditors of the               
Issuer as required by applicable law, cause the Junior Subordinated             
Debentures to be distributed to the holders of the Trust Preferred              
Securities in exchange therefor upon liquidation of the Issuer. See             
"Description of Trust Preferred Securities -- Dissolution and                   
Liquidation; Distribution Upon Dissolution."                                    

In the event of the dissolution of the Issuer, after                  
satisfaction of liabilities to creditors of the Issuer as required              
by applicable law, the holders of the Trust Preferred Securities                
will be entitled to receive the Liquidation Amount of $25 per Trust             
Preferred Security plus accumulated and unpaid Distributions                    
thereon to the date of payment, which may be in the form of a                   
distribution of such amount in Junior Subordinated Debentures in                
exchange therefor, subject to certain exceptions. See "Description              
of Trust Preferred Securities -- Dissolution and Liquidation;                   
Distribution Upon Dissolution."                                                 

If the Junior Subordinated Debentures are distributed to the          
holders of Trust Preferred Securities upon the liquidation of the               
Issuer, the Company will use its best efforts to list the Junior                
Subordinated Debentures on the NYSE or on such other stock                      
exchange, if any, on which the Trust Preferred Securities are then              
listed or traded.                                                               

The Trust Preferred Securities will be represented by global          
certificates registered in the name of DTC or its nominee.                      
Beneficial interests in the Trust Preferred Securities will be                  
shown on, and transfers thereof will be effected only through,                  
records maintained by participants in DTC. Except as described                  
herein, Trust Preferred Securities in certificated form will not be             
issued in exchange for the global certificates. See "Description of             
Trust Preferred Securities -- Book-Entry Issuance."                             

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AVAILABLE INFORMATION               

The Company is subject to the informational requirements of           
the Securities Exchange Act of 1934, as amended (the "Exchange                  
Act"), and in accordance therewith files reports and other                      
information with the Securities and Exchange Commission (the                    
"Commission").  Reports, proxy and information statements and other             
information filed by the Company can be inspected and copied at the             
public reference facilities maintained by the Commission at 450                 
Fifth Street NW, Washington, D.C. 20549 and the Commission's                    
regional offices at Seven World Trade Center, Suite 1300, New York,             
New York 10048, and at 500 West Madison Street, Suite 1400,                     
Chicago, Illinois 60661-2551.  Copies of such material can also be              
obtained by mail from the Public Reference Section of the                       
Commission at 450 Fifth Street NW, Washington, D.C. 20549, at                   
prescribed rates.  The Company's 5% Cumulative Preferred Stock, par             
value $50 per share, is listed for trading on the NYSE.  Reports,               
proxy and information statements, and other information containing              
the Company may also be inspected at the offices of the NYSE at 20              
Broad Street, New York, New York 10005.  The Commission maintains               
a Web site that contains reports, proxy and information statements              
and other information regarding registrants, like the Company, that             
file electronically with the Commission.  The address of the                    
Commission Web site is http.//www.sec.gov.                                      

The Company and the Issuer have filed with the Commission a           
Registration Statement on Form S-3 (together with all amendments                
and exhibits thereto, the "Registration Statement") under the                   
Securities Act of 1933, as amended (the "Securities Act"), with                 
respect to the securities offered hereby.  This Prospectus does not             
contain all the information set forth in the Registration                       
Statement, certain portions of which have been omitted as permitted             
by the rules and regulations of the Commission.  For further                    
information with respect to the Company and the securities offered              
hereby, reference is made to the Registration Statement and the                 
exhibits and the financial statements, notes and schedules filed as             
a part thereof or incorporated by reference therein, which may be               
inspected at the public reference facilities of the Commission at               
the addresses set forth above or through the Commission Web site.               
Statements made in this Prospectus concerning the contents of any               
documents referred to herein are not necessarily complete, and in               
each instance are qualified in all respects by reference to the                 
copy of such document filed as an exhibit to the Registration                   
Statement.                                                                      

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No separate financial statements of the Issuer have been              
included herein.  The Company and the Issuer do not consider that               
such financial statements would be material to holders of the Trust             
Preferred Securities because the Issuer is a newly formed special               
purpose entity, has no operating history or independent operations              
and is not engaged in and does not propose to engage in any                     
activity other than holding as trust assets Junior Subordinated                 
Debentures of the Company.  Furthermore, taken together, the                    
Company's obligations under the Junior Subordinated Debentures, the             
Indenture, the Trust Agreement and the Guarantee (as such terms are             
defined herein) provide, in the aggregate, a full, irrevocable and              
unconditional guarantee of payments of Distributions and other                  
amounts due on the Trust Preferred Securities. See "The Issuer,"                
"Description of Trust Preferred Securities," "Description of Junior             
Subordinated Debentures," "Description of Guarantee" and                        
"Relationship Among the Trust Preferred Securities, the Junior                  
Subordinated Debentures and the Guarantee." In addition, the                    
Company does not expect that the Issuer will be filing reports                  
under the Exchange Act with the Commission.                                     

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE               

The following documents, filed with the Commission by the             
Company pursuant to the Exchange Act (File No. 1-3375), are                     
incorporated herein by reference:                                               

1.  The Company's Annual Report on Form 10-K for the year             
ended December 31, 1996; and                                  

2.  The Company's Quarterly Reports on Form 10-Q for the              
quarters ended March 31, 1997 and June 30, 1997.              

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

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The Company hereby undertakes to provide without charge to            
each person, including any beneficial owner, to whom a copy of this             
Prospectus has been delivered, on the written or oral request of                
any such person, a copy of any and all of the documents referred to             
above that have been incorporated by reference in this reference to             
such documents.  Written or telephone requests for such copies                  
should be directed to H. John Winn, III, Manager - Investor                     
Relations and Shareholders Services, SCANA Corporation, Columbia,               
South Carolina 29218, telephone number (803) 748-3240.                          

PROSPECTUS SUMMARY              

The following summary is qualified in its entirety by the more        
detailed information appearing elsewhere in this Prospectus.                    

South Carolina Electric & Gas Company               

The Company, a wholly-owned subsidiary of SCANA Corporation           
("SCANA"), is a regulated utility engaged in the generation,                    
transmission, distribution and sale of electricity and in the                   
purchase and sale, primarily at retail, of natural gas in South                 
Carolina.  The Company also renders urban bus service in the                    
metropolitan area of Columbia, South Carolina.  The Company's                   
electric service covers over 15,000 square miles and extends into               
24 counties in central, southern and southwestern portions of South             
Carolina.  The service area for natural gas encompasses all or part             
of 30 counties of the 46 counties in South Carolina.  The total                 
population of the Company's combined electric and gas service area              
is approximately 2.4 million.  The Company is a South Carolina                  
corporation organized in 1924.                                                  

SCE&G Trust I                 

The Issuer is a statutory business trust created under                
Delaware law pursuant to the filing of a certificate of trust with              
the Delaware Secretary of State on October 8, 1997, and will be                 
governed by the Trust Agreement among the Company, as Depositor,                
The Bank of New York, as Property Trustee and The Bank of New York              
(Delaware), as Delaware Trustee, the Administrative Trustees named              
therein and the holders of the Trust Securities from time to time.              
The Issuer's business and affairs are conducted by its trustees.                
The Issuer exists for the exclusive purpose of (i) issuing and                  
selling the Trust Securities, (ii) using the proceeds from the sale             
of the Trust Securities to acquire the Junior Subordinated                      
Debentures and (iii) engaging in only those other activities                    
necessary or incidental thereto (such as registering the transfer               
of the Trust Securities).  Accordingly, the Junior Subordinated                 
Debentures will be the sole assets of the Issuer, and payments                  
under the Junior Subordinated Debentures will be the sole source of             
revenue of the Issuer.                                                          

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The Offering              
Securities Offered      $50,000,000 aggregate Liquidation Amount of             
          7.55% Trust Preferred Securities, Series A
           (Liquidation Amount $25 per Trust Preferred
Security).                      

Offering Price          $25 per Trust Preferred Security (Liquidation           
               Amount $25), plus accumulated Distributions, if
        any, from the date of original issuance.

Distribution Dates      March 31, June 30, September 30 and December            
              31 of each year, commencing December 31, 1997,
              payable to the holder of record as of (so long
             as the Trust Preferred Securities are held in
             book-entry form by DTC) the last Business Day
before such dates.              

Extension Periods       Distributions on Trust Preferred Securities             
       may be deferred for the duration of any
             Extension Period selected by the Company with
         respect to the payment of interest on the
             Junior Subordinated Debentures.  No Extension
             Period will exceed 20 consecutive quarters or
        extend beyond the Stated Maturity of the
    Junior Subordinated Debentures.  See
             "Description of Trust Preferred Securities --
      Distributions," "Description of Junior
          Subordinated Debentures -- Option to Defer
           Interest Payments" and " -- Restrictions on
             Certain Payments" and "Certain Federal Income
      Tax Consequences --Interest Income and
Original Issue Discount."       

Ranking                 Payments on the Trust Preferred Securities              
     will be made pro rata with the Common
    Securities except as described under
            "Description of Trust Preferred Securities--
         Subordination of Common Securities."  The
      Junior Subordinated Debentures will be
       unsecured and subordinate and junior in
         right of payment to the extent and in the
        manner set forth in the Indenture to all
       Senior Debt. See "Description of Junior
             Subordinated Debentures."  The Guarantee will
         constitute an unsecured obligation of the
            Company and will rank subordinate and junior
            in right of payment to the extent and in the
        manner set forth in the Indenture to all
             Senior Debt.  See "Description of Guarantee."

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Redemption              The Trust Preferred Securities are subject to           
             mandatory redemption in whole but not in part
            at the Stated Maturity upon repayment of the
              Junior Subordinated Debentures at a redemption
             price equal to 100% of the Liquidation Amount
       of such Trust Preferred Securities plus
            accumulated and unpaid Distributions thereon
             to the date fixed for redemption.  The Junior
      Subordinated Debentures are subject to
              redemption at the option of the Company (i) at
           any time on or after September 30, 2002 and
              (ii) within 90 days of the occurrence of a Tax
         Event, in each case at a redemption price
              equal to the principal amount plus accrued and
            unpaid interest to the redemption date.  See
      "Description of Preferred Securities--
      Redemption" and "Description of Junior
      Subordinated Debentures - Redemption."

             A "Tax Event" means the receipt by the Issuer
            of an opinion of counsel experienced in such
              matters to the effect that, as a result of any
      amendment to, or change (including any
           announced proposed change) in, the laws (or
         any regulations thereunder) of the United
             States or any political subdivision or taxing
            authority thereof or therein, or as a result
            of any official administrative pronouncement
             or judicial decision interpreting or applying
            such laws or regulations, which amendment or
            change is effective or such pronouncement or
             decision is announced on or after the date of
          issuance of the Trust Preferred Securities
             under the Trust Agreement, there is more than
             an insubstantial risk that (i) the Issuer is,
             or will be within 90 days of the date of such
         opinion, subject to United States federal
             income tax with respect to income received or
              accrued on the Junior Subordinated Debentures,
           (ii) interest payable by the Company on the
         Junior Subordinated Debentures is not, or
            within 90 days of such opinion, will not be,
         deductible by the Company, in whole or in
          part, for United States federal income tax
           purposes or (iii) the Issuer is, or will be
          within 90 days of the date of the opinion,
           subject to more than a de minimis amount of
         other taxes, duties or other governmental
charges.                        

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Junior Subordinated     The Company will have the right at any time to          
Debentures              dissolve the Issuer and,  after satisfaction            
            of liabilities to creditors of the Issuer as
            required by applicable law, cause the Junior
            Subordinated Debentures to be distributed to
             the holders of the Trust Preferred Securities
            in exchange therefor upon liquidation of the
            Issuer.  See "Description of Trust Preferred
          Securities -- Dissolution and Liquidation;
Distribution Upon Dissolution." 

Ratings                 The Trust Preferred Securities are expected to          
           be rated "a2" by Moody's Investors Service,
       Inc. ("Moody's") and "A-" by Standard &
          Poor's Ratings Services, a Division of The
       McGraw-Hill Companies, Inc.("Standard &
     Poor's").  A security rating is not a
              recommendation to buy, sell or hold securities
            and may be subject to revision or withdrawal
   at any time by the assigning rating
organization.                   

RISK FACTORS              

Prospective purchasers of the Trust Preferred Securities should       
carefully review the information contained elsewhere, or incorporated by        
reference, in this Prospectus and should particularly consider the              
following matters. In addition, because holders of Trust Preferred              
Securities may receive Junior Subordinated Debentures in exchange               
therefor upon liquidation of the Issuer, prospective purchasers of Trust        
Preferred Securities are also making an investment decision with regard         
to the Junior Subordinated Debentures and should carefully review all           
the information regarding the Junior Subordinated Debentures contained          
herein.                                                                         

Ranking of Subordinated Obligations                                             

The ability of the Issuer to pay amounts due on the Trust Preferred   
Securities is solely dependent upon the Company making payments on the          
Junior Subordinated Debentures as and when required. The obligations of         
the Company under the Guarantee and under the Junior Subordinated               
Debentures are unsecured and rank subordinate and junior in right of            
payment to all Senior Debt of the Company. Substantially all of the             
Company's existing indebtedness constitutes Senior Debt. None of the            
Indenture, the Guarantee or the Trust Agreement places any limitation on        
the amount of secured or unsecured debt, including Senior Debt, that may        
be incurred by the Company or its subsidiaries. See  "Description of            
Junior Subordinated Debentures -- Subordination" and "Description of            
Guarantee -- Status of the Guarantee."                                          

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Option to Defer Interest Payments; Tax Consequences; Market Price               
Consequences                                                                    

So long as no event of default under the Indenture (a "Debenture      
Event of Default," as more particularly defined herein) has occurred and        
is continuing, the Company has the right under the Indenture to defer           
payment of interest on the Junior Subordinated Debentures at any time or        
from time to time for a period not exceeding 20 consecutive quarterly           
periods with respect to each Extension Period, provided that no                 
Extension Period may extend beyond the Stated Maturity of the Junior            
Subordinated Debentures. As a consequence of any such deferral,                 
Distributions on the Trust Preferred Securities by the Issuer would also        
be deferred (and the amount of Distributions to which holders of the            
Trust Preferred Securities are entitled would accumulate additional             
Distributions thereon at the rate of 7.55% per annum, compounded                
quarterly from the relevant payment date for such Distributions) during         
any such Extension Period and the Company will not be permitted, subject        
to certain exceptions to declare or pay any distributions with respect          
to the Company's capital stock or debt securities that rank on a parity         
with or junior to the Junior Subordinated Debentures.  Upon the                 
termination of any Extension Period and the payment of all interest then        
accrued and unpaid (together with interest thereon at the annual rate of        
7.55%, compounded quarterly from the interest payment date for such             
interest, to the extent permitted by applicable law), the Company may           
elect to begin a new Extension Period subject to the above requirements         
and restrictions. There is no limitation on the number of                       
times that the Company may elect to begin an Extension Period. See              
"Description of Trust Preferred Securities -- Distributions" and                
"Description of Junior Subordinated Debentures -- Option to Defer               
Interest Payments" and "-- Restrictions on Certain Payments."                   

Should an Extension Period occur, a holder of Trust Preferred         
Securities will be required to accrue income (in the form of original           
issue discount) in respect of its pro rata share of the Junior                  
Subordinated Debentures held by the Issuer for United States federal            
income tax purposes. As a result, a holder of Trust Preferred Securities        
will be required to include such income in gross income for United              
States federal income tax purposes in advance of the receipt of cash            
attributable to such income, and will not receive the cash related to           
such income from the Issuer if the holder disposes of the Trust                 
Preferred Securities prior to the record date for the payment of                
Distributions. See "Certain Federal Income Tax Consequences -- Interest         
Income and Original Issue Discount" and "-- Sale or Redemption of Trust         
Preferred Securities."                                                          

The Company has no current intention of exercising its right to       
defer payments of interest on the Junior Subordinated Debentures.               
However, should the Company elect to exercise such right in the future,         
the market price of the Trust Preferred Securities is likely to be              
affected. A holder that disposes of its Trust Preferred Securities              
during an Extension Period, therefore, might not receive the same return        
on its investment as a holder that continues to hold its Trust Preferred        
Securities until the end of such Extension Period.                              

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Tax Event                                                                       

Upon the occurrence and continuation of a Tax Event prior to          
September 30, 2002, the Company has the right to redeem the Junior              
Subordinated Debentures in whole (but not in part) within 90 days               
following the occurrence of such Tax Event and thereby cause a mandatory        
redemption of the Trust Preferred Securities at a redemption price equal        
to the Liquidation Amount plus accrued Distributions to but excluding           
the date fixed for redemption. See "Certain Terms of Trust Preferred            
Securities -- Redemption" and "Certain Terms of Junior Subordinated             
Debentures -- Redemption."                                                      

Exchange of Trust Preferred Securities for Junior Subordinated                  
Debentures                                                                      

The Company will have the right at any time to dissolve the Issuer    
and, after satisfaction of liabilities to creditors of the Issuer as            
required by applicable law, cause the Junior Subordinated Debentures to         
be distributed to the holders of the Trust Preferred Securities in              
exchange therefor upon liquidation of the Issuer.  See "Description of          
Trust Preferred Securities -- Liquidation of Issuer and Distribution of         
Junior Subordinated Debentures to Holders."  Under current United States        
federal income tax law and interpretations, a distribution of the Junior        
Subordinated Debentures upon liquidation of the Issuer should not be a          
taxable event to holders of the Trust Preferred Securities. However, if         
a Tax Event were to occur which would cause the Issuer to be subject to         
United States federal income tax with respect to income received or             
accrued on the Junior Subordinated Debentures, a distribution of the            
Junior Subordinated Debentures by the Issuer could be a taxable event to        
the Issuer and the holders of the Trust Preferred Securities. See               
"Certain Federal Income Tax Consequences -- Distribution of the Junior          
Subordinated Debentures to Holders of Trust Preferred Securities."              

Market Prices                                                                   

There can be no assurance as to the market prices for Trust           
Preferred Securities or Junior Subordinated Debentures that may be              
distributed in exchange for Trust Preferred Securities upon liquidation         
of the Issuer. Accordingly, the Trust Preferred Securities that an              
investor may purchase, whether pursuant to the offer made hereby or in          
the secondary market, or the Junior Subordinated Debentures that a              
holder of Trust Preferred Securities may receive on liquidation of the          
Issuer, may trade at a discount to the price that the investor paid to          
purchase the Trust Preferred Securities offered hereby. As a result of          
the existence of the Company's right to defer interest payments, the            
market price of the Trust Preferred Securities (which represent                 
preferred undivided beneficial ownership interests in the Issuer) may be        
more volatile than the market prices of other securities that are not           
subject to such deferrals. See "Description of Trust Preferred                  
Securities -- Dissolution and Liquidation; Distribution Upon                    
Dissolution" and "Description of Junior Subordinated Debentures --              
Distribution of Junior Subordinated Debentures."                                

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Rights Under the Guarantee; Direct Action                                       

Pursuant to the Guarantee, the Company guarantees to the holders of   
the Trust Preferred Securities the following payments, to the extent not        
paid by the Issuer: (i) any accumulated and unpaid Distributions                
required to be paid on the Trust Preferred Securities, to the extent            
that the Issuer has funds on hand available therefor at such time, (ii)         
the redemption price with respect to any Trust Preferred Securities             
called for redemption, to the extent that the Issuer has funds on hand          
available therefor at such time and (iii) upon a voluntary or                   
involuntary dissolution, winding-up or liquidation of the Issuer (unless        
the Junior Subordinated Debentures are distributed to holders of the            
Trust Preferred Securities), the lesser of (a) the aggregate of the             
Liquidation Amount and all accumulated and unpaid Distributions to the          
date of payment (the "Liquidation Distribution"), to the extent that the        
Issuer has funds on hand available therefor at such time and (b) the            
amount of assets of the Issuer remaining available for distribution to          
holders of the Trust Preferred Securities.                                      

The holders of more than 50% of the aggregate Liquidation Amount of   
the Trust Preferred Securities have the right to direct the time, method        
and place of conducting any proceeding for any remedy available to the          
Guarantee Trustee (as herein defined) in respect of the Guarantee or to         
direct the exercise of any trust power conferred upon the Guarantee             
Trustee under the Guarantee.  Any holder of Trust Preferred Securities          
may institute a legal proceeding directly against the Company to enforce        
its rights under the Guarantee without first instituting a legal                
proceeding against the Issuer, the Guarantee Trustee or any other person        
or entity.  If the Company were to default on its obligation to pay             
amounts payable under the Junior Subordinated Debentures, the Issuer            
would lack funds for the payment of Distributions or amounts payable on         
redemption of the Trust Preferred Securities or otherwise, and, in such         
event, holders of the Trust Preferred Securities would not be able to           
rely upon the Guarantee for payment of such amounts. Instead, if a              
Debenture Event of Default shall have occurred and be continuing and            
such event is attributable to the failure of the Company to pay interest        
or premium, if any, on or principal of the Junior Subordinated                  
Debentures on the date on which such payment is due and payable, then a         
holder of Trust Preferred Securities may, pursuant to the Indenture,            
institute a legal proceeding directly against the Company for                   
enforcement of payment to such holder of the principal of or interest or        
premium, if any, on such Junior Subordinated Debentures having a                
principal amount equal to the aggregate Liquidation Amount of the Trust         
Preferred Securities of such holder (a "Direct Action").  In connection         
with such Direct Action, the Company will have a right of setoff under          
the Indenture to the extent of any payment made by the Company to such          
holder of Trust Preferred Securities in the Direct Action.  Except as           
described herein, holders of Trust Preferred Securities will not be able        
to exercise directly any other remedy available to the holders of the           
Junior Subordinated Debentures or assert directly any other rights in           
respect of the Junior Subordinated Debentures.  See "Description of             
Junior Subordinated Debentures -- Enforcement of Certain Rights by              
Holders of Trust Preferred Securities" and "-- Debenture Events of              
Default" and "Description of Guarantee."                                        

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Limited Voting Rights                                                           

Holders of Trust Preferred Securities generally will have limited     
voting rights relating only to the modification of the Trust Preferred          
Securities and the exercise of the Issuer's and the Guarantee Trustee's         
rights as holders of the Junior Subordinated Debentures and under the           
Guarantee, respectively.  Either or both of the Delaware Trustee or the         
Property Trustee, unless a Debenture Event of Default shall have                
occurred and be continuing, and any of the Property Trustees, may be            
removed and replaced at any time by the holders of the Common                   
Securities.  If a Debenture Event of Default shall have occurred and be         
continuing, either or both of the Property Trustee or the Delaware              
Trustee may be removed by act of the holders of more than 50% of the            
Trust Preferred Securities.  In no event will holders of the Trust              
Preferred Securities have the right to remove or replace the                    
Administrative   Trustees.  The  Property  Trustee, the   Administrative        
Trustees and the Company may amend the Trust Agreement without the              
consent of holders of Trust Preferred Securities to ensure that the             
Issuer will be classified for United States federal income tax purposes         
as a grantor trust or as other than as an association taxable as a              
corporation unless such action materially and adversely affects the             
interests of such holders. See "Description of Trust Preferred                  
Securities -- Resignation and Removal of Issuer Trustees; Appointment of        
Successors."                                                                    

THE COMPANY               

The Company, a wholly-owned subsidiary of SCANA, is a regulated       
utility engaged in the generation, transmission, distribution and sale          
of electricity and in the purchase and sale, primarily at retail, of            
natural gas in South Carolina.  The Company also renders urban bus              
service in the metropolitan area of Columbia, South Carolina.  The              
Company's electric service area covers over 15,000 square miles and             
extends into 24 counties in central, southern and southwestern portions         
of South Carolina.  The service area for natural gas encompasses all or         
part of 30 counties of the 46 counties in South Carolina.  The total            
population of the Company's combined electric and gas service area is           
approximately 2.4 million.  The Company is a South Carolina corporation         
organized in 1924 and has its principal executive offices at 1426 Main          
Street, Columbia, South Carolina 29201, telephone number (803) 748-3000.        

THE ISSUER                

The Issuer is a statutory business trust created under Delaware law   
on October 8, 1997 pursuant to (i) a trust agreement executed by the            
Company, as depositor (in such capacity, the "Depositor"), the Delaware         
Trustee and the Administrative Trustees named therein and (ii) the              
filing of a certificate of trust with the Delaware Secretary of State.          
The trust agreement will be amended and restated in its entirety (as so         
amended and restated, the "Trust Agreement") substantially in the form          
filed as an exhibit to the Registration Statement of which this                 
Prospectus forms a part.  The Issuer exists for the exclusive purposes          
of (i) issuing and selling the Trust Securities, (ii) using the proceeds        
from the sale of the Trust Securities to acquire Junior Subordinated            
Debentures and (iii) engaging in only those other activities necessary          
or  incidental  thereto  (such  as registering the transfer of the Trust        

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Securities).  Accordingly, the Junior Subordinated Debentures will be           
the sole assets of the Issuer, and payments under the Junior                    
Subordinated Debentures will be the sole source of revenue of the               
Issuer.  The Issuer may not borrow money or issue debt or mortgage or           
pledge any of its assets.                                                       

All of the Common Securities will be owned by the Company.            
Payments of Distributions (including Additional Amounts (as defined             
herein) on, the redemption price of and the Liquidation Distribution in         
respect of the Trust Securities, as applicable, will be made pro rata           
among the Common Securities and the Trust Preferred Securities except           
that upon the occurrence and continuance  of  an event of default under         
the  Trust  Agreement  (an "Event  of  Default," as  more  particularly         
defined herein) resulting from a Debenture Event of Default attributable        
to the failure of the Company to pay interest or premium, if any, on or         
principal of the Junior Subordinated Debentures on the date on which            
such payment is due and payable, the rights of the Company, as holder of        
the Common Securities, to payment in respect of Distributions and               
payments upon liquidation or redemption will be subordinated to the             
rights of the holders of the Trust Preferred Securities.  See                   
"Description of the Trust Preferred Securities -- Subordination of              
Common Securities."  The Company will acquire Common Securities in an           
aggregate Liquidation Amount equal to not less than 3% of the total             
capital of the Issuer.                                                          

The Issuer has a term of approximately 55 years, but may dissolve     
earlier as provided in the Trust Agreement.  The Issuer's business and          
affairs are conducted by its trustees, each appointed by the Company as         
holder of the Common Securities.  See "Description of the Trust                 
Preferred Securities -- Dissolution and Liquidation; Distribution Upon          
Dissolution."  The trustees for the Issuer will be The Bank of New York,        
as Property Trustee (the "Property Trustee"), The Bank of New York              
(Delaware), as Delaware Trustee (the "Delaware Trustee"), and individual        
administrative trustees (the "Administrative Trustees") who are                 
employees or officers of or affiliated with the Company (collectively,          
the "Issuer Trustees").  The Bank of New York, as Property Trustee, will        
act as sole indenture trustee under the Trust Agreement for purposes of         
compliance with the Trust Indenture Act of 1939, as amended (the "Trust         
Indenture Act"). The Bank of New York will also act as trustee under the        
Guarantee and the Indenture (in such capacity under the Guarantee, the          
"Guarantee Trustee," and in such capacity under the Indenture, the              
"Debenture Trustee").  The duties and obligations of the Issuer Trustees        
are governed by the Trust Agreement.  The Company will pay all fees and         
expenses related to the Issuer and the offering of the Trust Preferred          
Securities and will pay, directly or indirectly, all ongoing costs,             
expenses and liabilities of the Issuer.                                         

It is anticipated that the Issuer will not be subject to the          
reporting requirements under the Exchange Act.                                  

The principal executive office of the Issuer is c/o South Carolina    
Electric & Gas Company, 1426 Main Street, Columbia, South Carolina 29202        
and its telephone number is (803) 748-3000.                                     

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                                                        [Enlarge/Download Table]
                     SELECTED FINANCIAL DATA                                                   

                                                                                               

                                 Six Months Ended June 30,          Year Ended December 31,    

                                      1997        1996          1996         1995         1994 
                                                       (Thousands of Dollars)                  
                                                            (Unaudited)                        

Consolidated Statements of                                                                     
  Income Data:                                                                                 
  Operating Revenues.............$  626,893  $  664,829    $1,344,597   $1,211,087   $1,181,274
  Operating Income...............   125,922     138,633       285,525      255,854      230,418
  Income Before Interest Charges.   128,928     141,413       289,645      265,407      237,689
  Interest Charges...............    48,845      50,132        99,163       96,222       85,646
  AFC (includes allowance                                                                      
    for both equity and                                                                        
    borrowed funds)..............     5,518       5,239         9,408       20,962       14,893
  Net Income.....................    80,083      91,281       190,482      169,185      152,043
Net Utility Plant................ 3,243,293   3,129,484     3,196,897    3,157,657    2,998,132

                                                        As of June 30, 1997                    
                                            Actual     Percentage    Adjusted   Percentage     
                                              (Thousands of Dollars, Except Percentages)       
                                                             (Unaudited)                       
Capitalization:                                                                                
 Long-Term Debt                            $1,278,659     44.5%     $1,278,659      44.5%      
 Cumulative Preferred Stock (not subject                                                       
    (to purchase or sinking funds)            126,027      4.4         106,260       3.7       
 Cumulative Preferred Stock                                                                    
    (subject to purchase or sinking funds)     41,033      1.4          11,397        .4       
 Company Obligated Preferred Securities                                                        
    of Subsidiary Trust Holding Solely                                                         
    Junior Subordinated Debentures                -0-      -0-          50,000       1.7       
 Common Stock Equity                        1,430,273     49.7       1,430,273      49.7       
   Total                                   $2,875,992    100.0%     $2,876,589     100.0%      

                              RATIO OF EARNINGS TO FIXED CHARGES                               

     The following table sets forth the Company's historical ratio of earnings to fixed        
charges of the Company for each of the periods presented:                                      

                                                                                               

     Twelve Months                                                                             
         Ended                                                                                 
        June 30,                      Years Ended December 31,                                 
         1997         1996         1995         1994         1993         1992                 
         3.65         3.80         3.41         3.46         3.57         2.73                 

For purposes of this ratio, earnings represent net income plus taxes and fixed charges.        
Fixed charges represent interest charges and the estimated interest portion of annual          
rentals.                                                                                       


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USE OF PROCEEDS       

 All of the proceeds from the sale of Trust Preferred Securities and the
Common Securities will be invested by the Issuer in the Junior Subordinated     
Debentures.  The Company intends that the proceeds from the sale of the         
Junior Subordinated Debentures will be used to reimburse the Company for        
amounts deposited to redeem the Company's 7.70% Cumulative Preferred Stock      
outstanding at October 10, 1997 in the aggregate par amount of $8,100,000,      
8.12% Cumulative Preferred Stock outstanding at October 10, 1997 in the         
aggregate par amount of $11,436,800, 8.40% Cumulative Preferred Stock           
outstanding at October 10, 1997 in the aggregate par amount of $19,766,800,     
8.72% Cumulative Preferred Stock outstanding at October 10, 1997 in the         
aggregate par amount of $1,599,650 and 9.40% Cumulative Preferred Stock         
outstanding at October 10, 1997 in the aggregate par amount of $8,500,000,      
constituting all of the outstanding Preferred Stock of the respective series,   
at the applicable redemption prices to the redemption date, or for general      
corporate purposes.                                                             

ACCOUNTING TREATMENT    

For financial reporting purposes, the Issuer will be treated as a     
subsidiary of the Company and, accordingly, the accounts of the Issuer will     
be included in the consolidated financial statements of the Company.  The       
Trust Preferred Securities will be presented as a separate line item in the     
consolidated balance sheets of the Company entitled "Company Obligated          
Preferred Securities of Subsidiary Trust Holding Solely Junior Subordinated     
Debentures."  For financial reporting purposes, the Company will record         
Distributions payable on the Trust Preferred Securities as an expense in the    
consolidated statements of income.                                              

 DESCRIPTION OF TRUST PREFERRED SECURITIES

Pursuant to the Trust Agreement, the Issuer will issue the Trust      
Preferred Securities and the Common Securities.  The Trust Preferred            
Securities will represent preferred undivided beneficial interests in the       
assets of the Issuer and the holders thereof will be entitled to a preference   
in certain circumstances with respect to Distributions and amounts payable on   
redemption or liquidation over the Common Securities of the Issuer, as well     
as other benefits as described in the Trust Agreement.  This summary of         
certain provisions of the Trust Preferred Securities and the Trust Agreement,   
which summarizes the material terms thereof, does not purport to be complete    
and is subject to, and is qualified in its entirety by reference to, all the    
provisions of the Trust Agreement, including the definitions therein of         
certain terms, and the Trust Indenture Act, to which reference is hereby        
made.  Wherever particular defined terms of the Trust Agreement are referred    
to herein, such defined terms are incorporated herein or therein by             
reference.  The form of the Trust Agreement has been filed as an exhibit to     
the Registration Statement of which this Prospectus forms a part.               

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Distributions                                                                   

Distributions on the Trust Preferred Securities will be payable at the
annual rate of 7.55% of the stated liquidation amount (the "Liquidation         
Amount") of $25, payable quarterly in arrears on March 31, June 30, September   
30 and December 31 of each year (each a "Distribution Date"), commencing        
December 31, 1997.  Distributions on the Trust Preferred Securities with        
respect to a Distribution Date will be payable to the holders of record of      
the Trust Preferred Securities as they appear on the close of business on the   
fifteenth day next preceding the relevant Distribution Date; provided that so   
long as the Trust Preferred Securities are held in book-entry form by DTC       
Distributions will be payable to the holders of record on the last Business     
Day preceding such Distribution Date.  Distributions will accumulate from the   
date of original issuance.  The amount of Distributions payable for any         
period will be computed on the basis of a 360-day year of twelve 30-day         
months and the actual number of days elapsed in a partial month period.  In     
the event that any date on which Distributions are payable on the Trust         
Preferred Securities is not a Business Day, then payment of the Distributions   
payable on such date will be made on the next succeeding day that is a          
Business Day (and without any additional Distributions or other payment in      
respect of any such delay), except that, if such Business Day is in the next    
succeeding calendar year, such payment shall be made on the immediately         
preceding Business Day, in each case with the same force and effect as if       
made on the date such payment was originally payable.  As used herein,          
"Business Day" means a day other than (i) a Saturday or Sunday, (ii) a day on   
which banking institutions in the City of New York are authorized or required   
by law or executive order to remain closed or (iii) a day on which the          
Property Trustee's corporate trust office or the corporate trust office of      
the Debenture Trustee is closed for business.  Distributions in respect of      
the Trust Preferred Securities will be made pro rata with the Common            
Securities of the Issuer except as described under "-- Subordination of         
Common Securities."                                                             

The sole source of revenue of the Issuer available for distribution to
holders of the Trust Preferred Securities will be limited to payments under     
the Junior Subordinated Debentures. If the Company does not make interest       
payments on the Junior Subordinated Debentures, the Property Trustee will not   
have funds available to pay Distributions on the Trust Preferred Securities.    
The payment of Distributions (if and to the extent the Issuer has funds         
legally available for the payment of such Distributions and cash sufficient     
to make such payments) is guaranteed by the Company on a limited basis as set   
forth under "Description of Guarantee."                                         

  So long as no Debenture Event of Default has occurred and is continuing,
the Company has the right under the Indenture to defer payment of interest on   
the Junior Subordinated Debentures at any time or from time to time for an      
Extension Period of not exceeding 20 consecutive quarterly periods, provided    
that no Extension Period may extend beyond the Stated Maturity of the Junior    
Subordinated Debentures.  As a consequence of any such deferral of interest     
payments by the Company, Distributions on the Trust Preferred Securities        
would also be deferred by the Issuer during any such Extension Period, and      
the Company will not be permitted, subject to certain exceptions, to declare    
or pay any cash distributions with respect to the Company's capital stock or    
debt securities that rank on a parity with or junior to the Junior              
Subordinated  Debentures.  See "Description  of Trust Preferred Securities --   

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Restrictions on Certain Payments."  Distributions to which holders of the       
Trust Preferred Securities are entitled would accumulate additional             
Distributions thereon at the rate per annum of 7.55% thereof, compounded        
quarterly from the relevant payment date for such Distributions to but          
excluding the date of payment.  The term "Distributions" as used herein shall   
include any such additional Distributions.  Upon the termination of any such    
Extension Period and the payment of all interest then accrued and unpaid        
(together with interest thereon at the rate of 7.55% per annum, compounded      
quarterly, to the extent permitted by applicable law), the Company may elect    
to begin a new Extension Period.  There is no limitation on the number of       
times that the Company may elect to begin an Extension Period.  See             
"Description of Junior Subordinated Debentures -- Option to Defer Interest      
Payments" and "Certain Federal Income Tax Consequences -- Interest Income and   
Original Issue Discount."  Within five Business Days after the receipt of       
notice of the Company's exercise of its right to defer the payment of           
interest on the Junior Subordinated Debentures pursuant to the Indenture, the   
Administrative Trustees shall transmit, in the manner and to the extent         
provided in the Trust Agreement, notice of such exercise to the holders of      
the Trust Preferred Securities, unless such exercise shall have been revoked.   

The Company has no current intention of exercising its right to defer 
payments of interest by extending the interest payment period on the Junior     
Subordinated Debentures.                                                        

Redemption                                                                      

 While the Securities are outstanding, upon the repayment or redemption,
in whole or in part, of the Junior Subordinated Debentures, whether at Stated   
Maturity or upon earlier redemption as provided in the Indenture, the           
proceeds from such repayment or redemption shall be applied by the Property     
Trustee to redeem a Like Amount (as defined below) of the Trust Securities,     
at a redemption price, with respect to the Trust Preferred Securities equal     
to the aggregate Liquidation Amount of such Trust Preferred Securities plus     
accumulated and unpaid Distributions thereon to the date of redemption (the     
"Redemption Date").  If less than all of the Junior Subordinated Debentures     
are  to  be  repaid  or redeemed on a Redemption Date, then the proceeds from   
such repayment or redemption, including any premium paid by the Company,        
shall be allocated to the redemption pro rata of the Trust Preferred            
Securities and Common Securities based upon the relative Liquidation Amounts    
of such Trust Securities except as described under "-- Subordination of         
Common Securities."  Redemptions of the Trust Preferred Securities shall be     
made and the redemption price shall be payable on each Redemption Date only     
to the extent that the Issuer has funds on hand available for the payment of    
the redemption price.                                                           

The Company has the right to redeem the Junior Subordinated Debentures
(i) on or after September 30, 2002, in whole at any time or in part from time   
to time or (ii) prior to September 30, 2002, in whole (but not in part),        
within 90 days following the occurrence of a Tax Event.  A redemption of the    
Junior Subordinated Debentures would cause a mandatory redemption of the        
Trust Securities.  See "Description of Junior Subordinated Debentures --        
Redemption."                                                                    

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 In the event a Tax Event has occurred and is continuing and the Company
does not elect to redeem the Junior Subordinated Debentures and thereby cause   
a mandatory redemption of Trust Preferred Securities or to dissolve the         
Issuer and cause the Junior Subordinated Debentures to be distributed to        
holders of the Trust Securities in exchange therefor upon liquidation of the    
Issuer as described above, such Trust Securities will remain outstanding and    
Additional Sums (as defined below) may be payable on the Junior Subordinated    
Debentures.                                                                     

"Additional Sums" means the additional amounts as may be necessary in 
order that the amount of Distributions then due and payable by the Issuer on    
the outstanding Trust Securities shall not be reduced as a result of any        
additional taxes, duties and other governmental charges to which the Issuer     
has become subject as a result of a Tax Event.                                  

"Like Amount" means (i) with respect to a redemption of Trust         
Securities, Trust Securities having a Liquidation Amount equal to the           
principal amount of Junior Subordinated Debentures to be contemporaneously      
redeemed, the proceeds of which will be used to pay the redemption price of     
such Trust Securities, (ii) with respect to a distribution of Junior            
Subordinated Debentures to holders of any series of Trust Securities in         
connection with a dissolution or liquidation of the Issuer, Junior              
Subordinated Debentures having a principal amount equal to the Liquidation      
Amount of the Trust Securities in respect of which such distribution is made    
and (iii) with respect to any distribution of Additional Amounts (as defined    
herein), Junior Subordinated Debentures having a principal amount equal to      
the Liquidation Amount of the Trust Securities in respect of which such         
distribution is made.                                                           

Notice of redemption of Trust Preferred Securities not held in book-  
entry form shall be given not less than 30 nor more than 60 days notice prior   
to the Redemption Date. If the Property Trustee gives a notice of redemption    
in respect of Trust Preferred Securities, then, by 12:00 noon, New York City    
time, on the Redemption Date, to the extent funds are available, the Property   
Trustee will, with respect to Trust Preferred Securities held in book-entry     
form, deposit irrevocably with the Depositary funds sufficient to pay the       
redemption price and will give the Depositary irrevocable instructions and      
authority to pay the redemption price to the holders of such Trust Preferred    
Securities.  See "-- Book-Entry Issuance." If such Trust Preferred Securities   
are no longer in book-entry form, the Property Trustee, to the extent funds     
are available, will irrevocably deposit with the paying agent for the Trust     
Preferred Securities funds sufficient to pay the redemption price and will      
give such paying agent irrevocable instructions and authority to pay the        
redemption price to the holders thereof upon surrender of their certificates    
evidencing such Trust Preferred Securities.  Notwithstanding the foregoing,     
Distributions payable on or prior to the Redemption Date for any Trust          
Preferred Securities called for redemption shall be payable to the holders of   
such Trust Preferred Securities on the relevant record dates for the related    
Distribution Dates.  If notice of redemption shall have been given and funds    
deposited as required, then upon the date of such deposit, all rights of the    
holders of such Trust Preferred Securities so called for redemption will        
cease, except the right of the holders of such Trust Preferred Securities to    
receive the redemption price, but without interest on such redemption price,    
and such Trust Preferred Securities will cease to be outstanding.  In the       
event that any date fixed for redemption of Trust Preferred Securities is not   
a  Business  Day, then  payment  of the redemption price payable on such date   

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will be made on the next succeeding day which is a Business Day (and without    
any interest or other payment in respect of any such delay), except that, if    
such Business Day falls in the next calendar year, such payment will be made    
on the immediately preceding Business Day, in each case, with the same force    
and effect as if made on such date.  In the event that payment of the           
redemption price in respect of Trust Preferred Securities called for            
redemption is improperly withheld or refused and not paid either by the         
Issuer or by the Company pursuant to the Guarantee as described under           
"Description of Guarantee," Distributions on such Trust Preferred Securities    
will continue to accumulate at the then applicable rate from the Redemption     
Date originally established by the Issuer for such Trust Preferred Securities   
to the date such redemption price is actually paid, in which case the actual    
payment date will be the date fixed for redemption for purposes of              
calculating the redemption price.                                               

  If less than all of the Trust Preferred Securities and Common Securities
subject to redemption are to be redeemed on a Redemption Date, then with        
respect to Trust Preferred Securities not held in book-entry form, the          
particular Trust Preferred Securities to be redeemed shall be selected on a     
pro rata basis not more than 60 days prior to the Redemption Date by the        
Property Trustee from the outstanding Trust Preferred Securities not            
previously   called   for   redemption.  With   respect  to  Trust  Preferred   
Securities held in book-entry form, the Trust Preferred Securities to be        
redeemed shall be selected as described under "-- Book-Entry Issuance."  The    
Property Trustee shall promptly notify the securities registrar in writing of   
the Trust Preferred Securities selected for redemption and, in the case of      
any Trust Preferred Securities selected for partial redemption, the             
Liquidation Amount thereof to be redeemed.  For all purposes of the Trust       
Agreement, unless the context otherwise requires, the provisions relating to    
the redemption of Trust Preferred Securities shall relate, in the case of any   
Trust Preferred Securities redeemed or to be redeemed only in part, to the      
portion of the aggregate Liquidation Amount of Trust Preferred Securities       
which has been or is to be redeemed.                                            

Book-Entry Issuance                                                             

DTC will initially act as securities depositary for all of the Trust  
Preferred Securities.  The Trust Preferred Securities will be issued only as    
fully-registered securities registered in the name of Cede & Co. (DTC's         
nominee).  One or more fully-registered Trust Preferred Security certificate    
will be issued for the Trust Preferred Securities, representing in the          
aggregate the total number of Trust Preferred Securities, and will be           
deposited with DTC.                                                             

DTC is a limited purpose trust company organized under the New York   
Banking Law, a "banking organization" within the meaning of the New York        
Banking Law, a member of the Federal Reserve System, a "clearing corporation"   
within the meaning of the New York Uniform Commercial Code and a "clearing      
agency" registered pursuant to the provisions of Section 17A of the Exchange    
Act.  DTC holds securities that its participants (the "Participants") deposit   
with DTC.  DTC also facilitates the settlement among Participants of            
securities transactions, such as transfers and pledges, in deposited            
securities through electronic computerized book-entry changes in                
Participants' accounts, thereby eliminating the need for physical movement of   
securities certificates.  Direct Participants (the "Direct Participants")       
include  securities  brokers  and  dealers,  banks, trust companies, clearing   

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corporations and certain other organizations.  DTC is owned by a number of      
its Direct Participants and by The New York Stock Exchange, Inc., the           
American Stock Exchange, Inc. and the National Association of Securities        
Dealers, Inc.  Access to the DTC system is also available to others such as     
securities brokers and dealers, banks and trust companies that clear through    
or maintain custodial relationships with Direct Participants, either directly   
or indirectly ("Indirect Participants").  The rules applicable to DTC and its   
Participants are on file with the Commission.                                   

Purchases of Trust Preferred Securities within the DTC system must be 
made by or through Direct Participants, which will receive a credit for the     
Trust Preferred Securities on DTC's records.  The ownership interest of each    
actual purchaser of each Trust Preferred Security (the "Beneficial Owner") is   
in turn to be recorded on the Direct Participant and Indirect Participants'     
records.  Beneficial Owners will not receive written confirmation from DTC of   
their purchases, but Beneficial Owners are expected to receive written          
confirmations providing details of the transactions, as well as periodic        
statements of their holdings, from the Direct Participant or Indirect           
Participants through which the Beneficial Owners purchased Trust Preferred      
Securities.  Transfers of ownership interests in the Trust Preferred            
Securities are to be accomplished by entries made on the books of               
Participants acting on behalf of Beneficial Owners.  Beneficial Owners will     
not receive certificates representing their ownership interests in Trust        
Preferred Securities, except in the event that use of the book-entry system     
for the Trust Preferred Securities is discontinued.                             

To facilitate subsequent transfers, all Trust Preferred Securities    
deposited by Participants with DTC are registered in the name of DTC's          
partnership nominee, Cede & Co.  The deposit of Trust Preferred Securities      
with DTC and their registration in the name of Cede & Co. effect no change in   
beneficial ownership.  DTC has no knowledge of the actual Beneficial Owners     
of the Trust Preferred Securities; DTC's records reflect only the identity of   
the Direct Participants to whose accounts such Trust Preferred Securities are   
credited, which may or may not be the Beneficial Owners.  The Participants      
will remain responsible for keeping account of their holdings on behalf of      
their customers.                                                                

Conveyance of notices and other communications by DTC to Direct       
Participants, by Direct Participants to Indirect Participants, and by Direct    
Participants and Indirect Participants to Beneficial Owners and the voting      
rights of Direct Participants, Indirect Participants and Beneficial Owners      
will be governed by arrangements among them, subject to any statutory or        
regulatory requirements as may be in effect from time to time.                  

 Redemption notices will be sent to Cede & Co.  as the registered holder
of the Trust Preferred Securities.  If less than all of the Trust Preferred     
Securities are being redeemed, DTC's current practice is to determine by lot    
the amount of the interest of each Direct Participant to be redeemed.           

Neither DTC nor Cede & Co. will itself consent or vote with respect to
Trust Preferred Securities.  Under its usual procedures, DTC would mail an      
omnibus proxy (the "Omnibus Proxy") to the Issuer as soon as possible after     
the record date.  The Omnibus Proxy assigns Cede & Co.'s consenting or voting   
rights to those Direct Participants to whose accounts such Trust Preferred      
Securities are credited on the record date (identified in a listing attached    
to the Omnibus Proxy).                                                          

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 Redemption proceeds and distributions on the Trust Preferred Securities
held in book entry only form will be made to Cede & Co., as nominee of DTC.     
DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt   
of funds and correspondence detail information from the Issuer or the paying    
agent for the Trust Preferred Securities on the relevant payment date in        
accordance with their respective holdings shown on DTC's records has reason     
to believe that it will not receive payments on such payment date.  Payments    
by Participants to Beneficial Owners will be governed by standing               
instructions and customary practices and will be the responsibility of such     
Participant and not of DTC, the paying agent for the Trust Preferred            
Securities, the Issuer or the Company, subject to any statutory or regulatory   
requirements as may be in effect from time to time.  Payment of redemption      
proceeds and Distributions to DTC is the responsibility of the Issuer or the    
paying agent for the Trust Preferred Securities, disbursement of such           
payments to Direct Participants is the responsibility of DTC and                
disbursements of such payments to the Beneficial Owners is the responsibility   
of Direct and Indirect Participants.                                            

  DTC may discontinue providing its services as securities depositary with
respect to any of the Trust Preferred Securities at any time by giving          
reasonable notice to the Issuer or the paying agent for the Trust Preferred     
Securities.  Under such circumstances, in the event that a successor            
securities depositary is not obtained, definitive Trust Preferred Security      
certificates representing such Trust Preferred Securities are required to be    
printed and delivered.  The Company, at its option, may decide to discontinue   
use of the system of book-entry transfers through DTC (or a successor           
depositary).  After a Debenture Event of Default, any holder of a Trust         
Preferred Security may request his Trust Preferred Security in certificated     
form.  In any such event, definitive certificates for such Trust Preferred      
Securities will be printed and delivered.                                       

The information in this section concerning DTC and DTC's book-entry   
system has been obtained from sources that the Issuer and the Company believe   
to be accurate, but the Issuer and the Company assume no responsibility for     
the accuracy thereof.  The Issuer and the Company have no responsibility for    
the performance by DTC or the Participants of their respective obligations as   
described herein or under the rules and procedures governing their respective   
operations.                                                                     

Registrar and Transfer Agent                                                    

 The Property Trustee will initially act as registrar and transfer agent
for the Trust Preferred Securities.  Registration of transfers of Trust         
Preferred Securities not held in book-entry form will be effected, subject to   
such reasonable regulations as the Property Trustee may prescribe, without      
charge by or on behalf of the Issuer, but upon payment of any tax or other      
governmental charges that may be imposed in connection with any transfer or     
exchange.  The registrar and transfer agent shall not be required (i) to        
issue, register the transfer of or exchange any Trust Preferred Security not    
held in book-entry form during a period beginning at the opening of business    
15  days  before the day of selection for redemption  of such Trust Preferred   
Securities and ending at the close of business on the day of mailing of the     
notice of redemption or (ii) to register the transfer of or exchange any        
Trust Preferred Security so selected for redemption in whole or in part,        
except, in the case of any such Trust Preferred Security to be redeemed in      
part, any portion thereof not to be redeemed.  So long as the Trust Preferred   

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Securities are held in book-entry form by DTC, registrations and transfers of   
Trust Preferred Securities will be made as set forth under "-- Book-Entry       
Issuance."                                                                      

Subordination of Common Securities                                              

 Payment of Distributions (including any Additional Amounts) on, and the
redemption price of, and the Liquidation Distributions in respect of the        
Trust Securities, as applicable, shall be made subject to allocation            
provisions relating to the proceeds of partial redemptions of Junior            
Subordinated Debentures described under the first paragraph under "--           
Redemption," pro rata based on the Liquidation Amount of such Trust             
Securities; provided, however, that if on any Distribution Date, Redemption     
Date or Liquidation Date a Debenture Event of Default attributable to the       
failure of the Company to pay interest or premium, if any, on or principal of   
the Junior Subordinated Debentures on the date on which such payment is due     
and payable, shall have occurred and be continuing, no payment of any           
Distribution on, or redemption price of, or Liquidation Distribution in         
respect of, any Common Security, and no other payment on account of the         
redemption, liquidation or other acquisition of Common Securities, shall be     
made unless payment in full in cash of all accumulated and unpaid               
Distributions (including any Additional Amounts) on all of the outstanding      
Trust Preferred Securities for all Distribution periods terminating on or       
prior thereto, or in the case of payment of the redemption price the full       
amount of such redemption price on all of the outstanding Trust Preferred       
Securities then called for redemption, or in the case of payment of the         
Liquidation Distribution the full amount of such Liquidation Distribution on    
all outstanding Trust Preferred Securities, shall have been made or provided    
for, and all funds available to the Property Trustee shall first be applied     
to the payment in full in cash of all Distributions (including any Additional   
Amounts) on, or redemption price of, the Trust Preferred Securities then due    
and payable.                                                                    

 In the case of any Event of Default resulting from a Debenture Event of
Default, the Company as holder of the Common Securities will have no right to   
act with respect to any such Event of Default under the Trust Agreement until   
the effect of all such Events of Default with respect to such Trust Preferred   
Securities have been cured, waived or otherwise eliminated.  Until all such     
Events of Default with respect to the Trust Preferred Securities have been so   
cured, waived or otherwise eliminated, the Property Trustee shall act solely    
on behalf of the holders of such Trust Preferred Securities and not on behalf   
of the Company as holder of the Common Securities, and only the holders of      
such Trust Preferred Securities will have the right to direct the Property      
Trustee to act on their behalf.                                                 

Dissolution and Liquidation; Distribution Upon Dissolution                      

  Pursuant to the Trust Agreement, the Issuer shall automatically dissolve
upon the expiration of its term and shall dissolve on the first to occur of:    
(i) certain events of bankruptcy, dissolution or liquidation of the Company;    
(ii) the distribution of a Like Amount of the Junior Subordinated Debentures    
to the holders of the Trust Securities, if the Company, as holder of the        
Common Securities, has given written direction to the Property Trustee to       
dissolve the Issuer; (iii) redemption of all of the outstanding Trust           
Preferred Securities in connection with a redemption of all of the Junior       
Subordinated Debentures; and (iv) the entry of an order for the dissolution     
of the Issuer by a court of competent jurisdiction.                             

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Except as set forth in the following paragraph if an early dissolution
occurs as the result of an event described in clause (i), (ii) or (iv) above,   
or upon the expiration of the term of the Issuer, the Issuer shall be           
liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees       
determine to be possible by distributing, after satisfaction of liabilities     
to creditors of the Issuer as provided by applicable law, to the holders of     
such Trust Securities in exchange therefor a Like Amount of the Junior          
Subordinated Debentures. Notice of liquidation shall be given by the Property   
Trustee not less than 30 nor more than 60 days prior to the liquidation to      
each holder of Trust Securities (which, with respect to Trust Preferred         
Securities in book-entry form, will be DTC) at such holder's address as it      
appears in its register.                                                        

Notwithstanding the preceding paragraph, if the distribution of Junior
Subordinated Debentures is determined by the Property Trustee not to be         
practical, the holders of the Trust Securities will be entitled to receive      
out of the assets of the Issuer available for distribution to holders, after    
satisfaction of liabilities to creditors of the Issuer as provided by           
applicable law, an amount equal to the Liquidation Distribution in respect      
thereof.  If such Liquidation Distribution can be paid only in part because     
the Issuer has insufficient assets available to pay in full the aggregate       
Liquidation Distribution, then the amounts payable directly by the Issuer on    
the Trust Securities shall be paid on a pro rata basis (based upon              
Liquidation Amounts) except as provided under "-- Subordination of Common       
Securities."                                                                    

In order to effect the distribution of the Junior Subordinated        
Debentures to the Holders of Trust Securities, the Property Trustee, either     
itself acting as exchange agent or through the appointment of a separate        
exchange agent, shall establish a record date for such distribution (which      
shall be not more than 30 days prior to the liquidation date) and, establish    
such procedures as it shall deem appropriate to effect the distribution of      
Debentures in exchange for the outstanding Trust Securities.  After the         
liquidation date, (i) the Trust Securities will no longer be deemed to be       
outstanding under the Trust Agreement, (ii) certificates representing a Like    
Amount of Junior Subordinated Debentures will be issued to holders of Trust     
Securities upon  surrender  of  such  Trust  Securities to the exchange agent   
for exchange, (iii) the Company shall use its best efforts to have the Junior   
Subordinated Debentures listed on the national stock exchange, the Nasdaq       
National Market or on such other exchange, interdealer quotation system or      
self-regulatory organization as the Trust Preferred Securities are then         
listed, (iv) any Trust Securities not so surrendered for exchange will be       
deemed to represent a Like Amount of Junior Subordinated Debentures bearing     
accrued and unpaid interest in an amount equal to the accumulated and unpaid    
Distributions on such Trust Securities until such certificates are so           
surrendered (and until such certificates are so surrendered, no payments of     
interest or principal will be made to holders of Trust Securities with          
respect to such Junior Subordinated Debentures) and (v) all rights of holders   
holding Trust Securities will cease, except the right of such holders to        
receive Junior Subordinated Debentures upon surrender of Trust Securities.      
See "Description of Junior Subordinated Debentures -- Distribution of Junior    
Subordinated Debentures."                                                       

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Under current United States federal income tax law, a distribution of 
Junior Subordinated Debentures in exchange for Trust Preferred Securities       
should not be a taxable event to holders of the Trust Preferred Securities.     
Should there be a change in law, a change in legal interpretation, a Tax        
Event or other circumstances, however, the distribution of the Junior           
Subordinated Debentures could be a taxable event to holders of the Trust        
Preferred Securities.  See "Certain Federal Income Tax Consequences --          
Distribution of Junior Subordinated Debentures to Holders of Trust Preferred    
Securities." If the Company elects neither to redeem the Junior Subordinated    
Debentures prior to their Stated Maturity nor to dissolve the Issuer and        
distribute the Junior Subordinated Debentures to holders of the Trust           
Preferred Securities in exchange therefor, the Trust Preferred Securities       
will remain outstanding until the Stated Maturity of the Junior Subordinated    
Debentures.                                                                     

There can be no assurance as to the market prices for the Trust       
Preferred Securities or the Junior Subordinated Debentures that may be          
distributed in exchange for Trust Preferred Securities if a dissolution and     
liquidation of the Issuer were to occur.  Accordingly, the Trust Preferred      
Securities that an investor may purchase, or the Junior Subordinated            
Debentures that the investor may receive on dissolution and liquidation of      
the Issuer, may trade at a discount to the price that the investor paid to      
purchase the Trust Preferred Securities offered hereby.                         

Events of Default; Notice; Right to Direct Remedies                             

 Any one of the following events constitutes an "Event of Default" under
the Trust Agreement (whatever the reason for such Event of Default and          
whether it shall be voluntary or involuntary or be effected by operation of     
law or pursuant to any judgment, decree or order of any court or any order,     
rule or regulation of any administrative or governmental body):                 
  (i)  the occurrence of a Debenture Event of Default (see
"Description of Junior Subordinated Debentures -- Debenture Events of 
Default"); or                                                       

      (ii)  default by the Issuer in the payment of any Distribution
when it becomes due and payable and continuation of such default for
a period of 30 days; or                                             

   (iii)  default by the Issuer in the payment of any redemption
price of any Trust Security when it becomes due and payable; or     

    (iv)  default in the performance, or breach, in any material
respect, of any covenant or warranty of the Issuer Trustees in the  
Trust Agreement (other than those specified in clause (ii) or (iii) 
 above), and continuation of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to
the defaulting Issuer Trustees and the Company, as Depositor, by the
holders of at least 25% in aggregate Liquidation Amount of the      
outstanding Trust Preferred Securities, a written notice specifying 
such default or breach and requiring it to be remedied and stating  
that such notice is a "Notice of Default" under the Trust Agreement;
or                                                                  

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(v)  the occurrence of certain events of bankruptcy or
insolvency with respect to the Property Trustee and the failure by  
the Company to appoint a successor Property Trustee within 90 days  
thereof.                                                            

Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit     
in the manner specified in the Trust Agreement notice of such Event of          
Default to the holders of the Trust Preferred Securities, the Administrative    
Trustees and the Company, as Depositor, unless such Event of Default shall      
have been cured or waived.  The Property Trustee shall not be deemed to have    
knowledge of any Event of Default unless the Property Trustee shall have        
received written notice or a responsible officer of the Property Trustee        
charged with the administration of the Trust Agreement shall have obtained      
actual knowledge of such Event of Default.                                      

For so long as any Trust Preferred Securities remain outstanding, if, 
upon a Debenture Event of Default, the Debenture Trustee fails or the holders   
of not less than 25% in principal amount of the outstanding Junior              
Subordinated Debentures fail to declare the principal of all of the Junior      
Subordinated Debentures to be immediately due and payable, the holders of at    
least 25% in Liquidation Amount of the Trust Preferred Securities then          
outstanding shall have the right to make such declaration by a notice in        
writing to the Company and the Debenture Trustee.                               

At any time after a declaration of acceleration with respect to the   
Junior Subordinated Debentures has been made and before a judgment or decree    
for payment of the money due has been obtained by the Debenture Trustee as in   
the Indenture provided, if the Property Trustee fails to annul any such         
declaration and waive such default, the holders of more than 50% of the         
aggregate Liquidation Amount of the Trust Preferred Securities, by written      
notice to  the  Property Trustee, the Company,as Depositor, and the Debenture   
Trustee, may rescind and annul such declaration and its consequences if (i)     
the Company, as Depositor, has paid or deposited with the Debenture Trustee     
a sum sufficient to pay (a) all overdue installments of interest on all of      
the Junior Subordinated Debentures, (b) any accrued Additional Interest on      
all of the Junior Subordinated Debentures, (c) the principal of (and premium,   
if any, on) any Junior Subordinated Debentures that have become due otherwise   
than by such declaration of acceleration and interest and Additional Interest   
thereon at the rate borne by the Junior Subordinated Debentures and (d) all     
sums paid or advanced by the Debenture Trustee under the Indenture and the      
reasonable compensation, expenses, disbursements and advances of the            
Debenture Trustee and the Property Trustee, their agents and counsel; and       
(ii) all Events of Default with respect to the Junior Subordinated              
Debentures, other than the non-payment of the principal of the Junior           
Subordinated Debentures that has become due solely by such acceleration, have   
been cured or waived as provided in the Indenture.                              

 The Holders of more than 50% of the aggregate Liquidation Amount of the
Trust Preferred Securities may, on behalf of the holders of all the Trust       
Preferred Securities, waive any past default under the Indenture as to the      
Junior Subordinated Debentures, except a default in the payment of principal    
or interest (unless such default has been cured and a sum sufficient to pay     
all matured installments of interest and principal due otherwise than by        
acceleration has been deposited with the Debenture Trustee) or a default in     

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respect of a covenant or provision that under the Indenture cannot be           
modified or amended without the consent of the holder of each outstanding       
Junior Subordinated Debenture. No such rescission shall affect any subsequent   
default or impair any right consequent thereon.                                 

  For so long as any Trust Preferred Securities remain outstanding, to the
fullest extent permitted by law and subject to the terms of the Trust           
Agreement and the Indenture, upon a Debenture Event of Default attributable     
to the failure of the Company to pay interest or premium, if any, on or         
principal of the Junior Subordinated Debentures on the date on which such       
payment is due and payable, any holder of Trust Preferred Securities shall      
have the right to institute a Direct Action under the Indenture against the     
Company.  Except as set forth in this paragraph and the previous three          
paragraphs, the holders of Trust Preferred Securities shall have no right to    
exercise directly any right or remedy available to the holders of, or in        
respect of, the Junior Subordinated Debentures.                                 

Subject to the limitations described in the previous four paragraphs, 
the holders of more than 50% of the Liquidation Amount of the Trust Preferred   
Securities may, on behalf of the holders of all the Trust Preferred             
Securities, waive any past default or Event of Default and its consequences.    
Upon such waiver, any such default or Event of Default shall cease to exist     
and any default or Event of Default arising therefrom shall be deemed to have   
been cured for every purpose of the Trust Agreement, but no such waiver shall   
extend to any subsequent or other default or Event of Default or impair any     
right consequent thereon.                                                       

So long as any Junior Subordinated Debentures are held by the Property
Trustee, the Property Trustee shall not (i) direct the time, method and place   
of conducting any proceeding for any remedy available to the Debenture          
Trustee, or execute any trust or power conferred on the Property Trustee with   
respect to such Junior Subordinated Debentures, (ii) waive any past default     
that is waivable under the Indenture, (iii) exercise any right to rescind or    
annul a declaration that the principal of all the Junior Subordinated           
Debentures shall be due and payable or (iv) consent to any amendment,           
modification or termination of the Indenture or such Junior Subordinated        
Debentures, where such consent shall be required, without, in each case,        
obtaining the prior approval of the holders of more than 50% of the aggregate   
Liquidation Amount of all outstanding Trust Preferred Securities; provided,     
however, that where a consent under the Indenture would require the consent     
of each holder of Junior Subordinated Debentures affected thereby, no such      
consent shall be given by the Property Trustee without the prior consent of     
each holder of the Trust Preferred Securities.  The Property Trustee shall      
not revoke any action previously authorized or approved by a vote of the        
holders of the Trust Preferred Securities except by subsequent vote of the      
holders of the Trust Preferred Securities.  The Property Trustee shall notify   
each holder of Trust Preferred Securities of any notice of default with         
respect to the Junior Subordinated Debentures.  In addition to obtaining the    
foregoing approvals of the holders of the Trust Preferred Securities, prior     
to taking any of the foregoing actions, the Property Trustee shall obtain an    
opinion of counsel experienced in such matters to the effect that the Issuer    
will not be classified as an association taxable as a corporation for United    
States federal income tax purposes on account of such action and such action    
would not cause the Issuer to be classified as other than a grantor trust for   
United States federal income tax purposes.                                      

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Mergers, Consolidations, Amalgamations or Replacements of the Issuer            

The Issuer may not merge with or into, consolidate, amalgamate or be  
replaced by, or convey, transfer or lease its properties and assets             
substantially as an entirety to any corporation or other person, except as      
described below or as described in "Dissolution and Liquidation;                
Distribution Upon Dissolution."  The Issuer may, at the request of the          
Company, with the consent of the Administrative Trustees and without the        
consent of the holders of the Trust Preferred Securities, merge with or into,   
consolidate, amalgamate or be replaced by or convey, transfer or lease its      
properties and assets substantially as an entirety to a trust organized as      
such under the laws of any state provided that (i) such successor entity        
either (a) expressly assumes all of the obligations of the Issuer with          
respect to the Trust Preferred Securities or (b) substitutes for the Trust      
Preferred Securities other securities having substantially the same terms as    
the Trust Preferred Securities (the "Successor Securities") so long as the      
Successor Securities rank the same as the Trust Preferred Securities in         
priority with respect to distributions and payments upon liquidation,           
redemption and otherwise, (ii) the Company expressly appoints a trustee of      
such successor entity  possessing the same powers  and duties as the Property   
Trustee as the holder of the Junior Subordinated Debentures, (iii) such         
merger, consolidation, amalgamation, replacement, conveyance, transfer or       
lease does not cause the Trust Preferred Securities (including any Successor    
Securities) to be downgraded by any nationally recognized statistical rating    
organization which assigns ratings to the Trust Preferred Securities, (iv)      
the Successor Securities are listed, or any Successor Securities will be        
listed upon notification of issuance, on any national securities exchange or    
other self-regulatory organization on which the Trust Preferred Securities      
are then listed, if any, (v) such merger, consolidation, amalgamation,          
replacement, conveyance, transfer or lease does not adversely affect the        
rights, preferences and privileges of the holders of the Trust Preferred        
Securities (including any Successor Securities) in any material respect, (vi)   
such successor entity has a purpose substantially identical to that of the      
Issuer, (vii) prior to such merger, consolidation, amalgamation, replacement,   
conveyance, transfer or lease, the Company has received an opinion from         
independent counsel to the Issuer experienced in such matters to the effect     
that (a) such merger, consolidation, amalgamation, replacement, conveyance,     
transfer or lease does not adversely affect the rights, preferences and         
privileges of the holders of the Trust Preferred Securities (including any      
Successor Securities) in any material respect and (b) following such merger,    
consolidation, amalgamation, replacement, conveyance, transfer or lease,        
neither the Issuer nor such successor entity will be required to register as    
an investment company under the Investment Company Act of 1940, as amended      
(the "Investment Company Act") and (viii) the Company or any permitted          
successor or assignee owns all of the common securities of such successor       
entity and guarantees the obligations of such successor entity under the        
Successor Securities at least to the extent provided by the Guarantee (the      
"Successor Guarantees") or any permitted successor or assignee guarantees the   
obligations of the Company or such successor entity under the Successor         
Guarantees at least to the extent provided by the Guarantee.  Notwithstanding   
the foregoing, the Issuer shall not, except with the consent of holders of      
all of the Trust Preferred Securities, consolidate, amalgamate, merge with or   
into, or be replaced by, or convey, transfer or lease its properties and        
assets substantially as an entirety to any other entity or permit any other     
entity to consolidate, amalgamate, merge with or into, or replace it if such    

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consolidation, amalgamation, merger, replacement, conveyance, transfer or       
lease would cause the Issuer or the successor entity to be classified as an     
association taxable as a corporation or as other than a grantor trust for       
United States federal income tax purposes.                                      

Resignation and Removal of Issuer Trustees; Appointment of Successors           

  No resignation or removal of any Issuer Trustee (the "Relevant Trustee")
and no appointment of a successor Issuer Trustee pursuant to the Trust          
Agreement shall become effective until the acceptance of appointment by the     
successor Issuer Trustee in accordance with the applicable requirements of      
the Trust Agreement.                                                            

  Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders.  If an      
instrument of acceptance by the successor Trustee shall not have been           
delivered to the Relevant Trustee within 30 days after the giving of such       
notice of resignation, the Relevant Trustee may petition, at the expense of     
the Trust, any court of competent jurisdiction for the appointment of a         
successor Relevant Trustee.                                                     

Unless a Debenture Event of Default shall have occurred and be        
continuing, any Issuer Trustee may be removed at any time by act of the         
holders of the Common Securities.  If a Debenture Event of Default shall have   
occurred and be continuing, the Property Trustee or the Delaware Trustee, or    
both of them, may be removed at such time by act of the holders of more than    
50% of the Liquidation Amount of the Trust Preferred Securities.  An            
Administrative Trustee may be removed by the holders of Common Securities at    
any time.  In no event will the Holders of the Trust Preferred Securities       
have a right to vote to appoint, remove or replace the Administrative           
Trustees.                                                                       

Co-trustees and Separate Property Trustee                                       

  Unless an Event of Default shall have occurred and be continuing, at any
time or from time to time, for the purpose of meeting the legal requirements    
of the Trust Indenture Act or of any jurisdiction in which any part of the      
Trust Property (as defined below) may at the time be located, the Company, as   
Depositor, and the Administrative Trustees shall have power to appoint one or   
more persons either to act as a co-trustee, jointly with the Property           
Trustee, of all or any part of the Trust Property, or to the extent required    
by law, act as separate trustee of any such property, in either case with       
such powers as may be provided in the instrument of appointment, and to vest    
in such person or persons in such capacity any property, title, right or        
power deemed necessary or desirable, subject to the provisions of the Trust     
Agreement.  In case a Debenture Event of Default has occurred and is            
continuing, the Property Trustee alone shall have power to make such            
appointment.                                                                    

 "Trust Property" means (i) the Junior Subordinated Debentures, (ii) any
cash on deposit in, or owing to the payment account created under the Trust     
Agreement and (iii) all proceeds and rights in respect of the foregoing and     
any other property or assets held by the Property Trustee pursuant to the       
trusts of the Trust Agreement.                                                  

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Merger or Consolidation of Issuer Trustees                                      

 Any person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or            
converted or with which it may be consolidated, or any person resulting from    
any merger, conversion or consolidation to which such Trustee shall be a        
party, or any person succeeding to all or substantially all the corporate       
trust business of such Trustee, shall be the successor of such Trustee under    
the Trust Agreement, provided such person shall be otherwise qualified and      
eligible.                                                                       

Responsibilities of the Property Trustee                                        

The Property Trustee, other than during the occurrence and continuance
of an Event of Default, undertakes to perform only such duties as are           
specifically set forth in the Trust Agreement and, after such Event of          
Default, must exercise the same degree of care and skill as a prudent person    
would exercise or use in the conduct of his or her own affairs.  Subject to     
this provision, the Property Trustee is under no obligation to exercise any     
of the powers vested in it by the Trust Agreement at the request of any         
holder of Trust Preferred Securities unless it is offered reasonable            
indemnity against the costs, expenses and liabilities that might be incurred    
thereby; provided that, such right to indemnity shall in no event relieve the   
Property Trustee upon the occurrence of an Event of Default of its obligation   
to exercise the rights and powers vested in it by the Trust Agreement.  If no   
Event of Default has occurred and is continuing and the Property Trustee is     
required to decide between alternative causes of action, construe ambiguous     
provisions in the Trust Agreement or is unsure of the application of any        
provision of the Trust Agreement, and the matter is not one on which holders    
of Trust Preferred Securities are entitled under the Trust Agreement to vote,   
then the Property Trustee shall take such action as is directed by the          
Company and if not so directed, shall take such action as it deems advisable    
and in the best interests of the holders of the Trust Securities and will       
have no liability except for its own bad faith, gross negligence or willful     
misconduct.                                                                     

Amendment of Trust Agreement                                                    

  The Trust Agreement may be amended from time to time by the Company, the
Property Trustee and the Administrative Trustees, without the consent of the    
holders of the Trust Preferred Securities, (i) to cure any ambiguity, correct   
or supplement any provisions in the Trust Agreement that may be inconsistent    
with any other provision, or to make any other provisions with respect to       
matters or questions arising under the Trust Agreement, which shall not be      
inconsistent with the other provisions of the Trust Agreement or (ii) to        
modify, eliminate or add to any provisions of the Trust Agreement to such       
extent as shall be necessary to ensure that the Issuer will be classified for   
United States federal income tax purposes as a grantor trust or as other than   
an association taxable as a corporation at all times that any Trust             
Securities are outstanding or to ensure that the Issuer will not be required    
to register as an"investment company" under the Investment Company Act;         
provided, however, that in the case of either clause (i) or clause (ii), such   
action shall not adversely affect in any material respect the interests of      
any holder of Trust Preferred Securities, and any such amendments of such       
Trust Agreement shall become effective when notice thereof is given to the      

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holders of Trust Securities.  The Trust Agreement may be amended by the         
Issuer Trustees and the Company with (i) the consent of holders more than 50%   
of the aggregate Liquidation Amount of the outstanding Trust Securities and     
(ii) receipt by the Issuer Trustees of an opinion of counsel to the effect      
that such amendment or the exercise of any power granted to the Issuer          
Trustees in  accordance  with such  amendment  will  not  cause the Issuer to   
be taxable as a corporation or affect the Issuer's status as a grantor trust    
for United States federal income tax purposes or the Issuer's exemption from    
status as an "investment company" under the Investment Company Act; provided    
that without the consent of each holder of Trust Securities, the Trust          
Agreement may not be amended to (i) change the amount or timing of any          
Distribution on the Trust Securities or otherwise adversely affect the amount   
of any Distribution required to be made in respect of the Trust Securities as   
of a specified date or (ii) restrict the right of a holder of Trust             
Securities to institute suit for the enforcement of any such payment on or      
after such date.                                                                

Any required approval of holders of Trust Preferred Securities may be 
given at a meeting of holders of Trust Preferred Securities convened for such   
purpose or pursuant to written consent.  The Property Trustee will cause a      
notice of any meeting at which holders of Trust Preferred Securities are        
entitled to vote to be given to each holder of record of Trust Preferred        
Securities in the manner set forth in the Trust Agreement.                      

 No vote or consent of the holders of Trust Preferred Securities will be
required for the Issuer to redeem and cancel the Trust Preferred Securities     
in accordance with the Trust Agreement.                                         

Governing Law                                                                   

  The Trust Agreement will be governed by and construed in accordance with
the laws of the State of Delaware.                                              

Miscellaneous                                                                   

 The Company, as Depositor, and the Administrative Trustees are required
to file annually with the Property Trustee a certificate as to whether or not   
they are in compliance with all the conditions and covenants applicable to      
them under the Trust Agreement.                                                 

 The Property Trustee and the Administrative Trustees are authorized and
directed to conduct the affairs of and to operate the Issuer in such a way      
that no Issuer will be deemed to be an "investment company" required to be      
registered under the Investment Company Act or classified as an association     
taxable as a corporation or as other than a grantor trust for United States     
federal income tax purposes and so that the Junior Subordinated Debentures      
will be treated as indebtedness of the Company for United States federal        
income tax purposes.  In this connection, each Administrative Trustee, the      
Property Trustee and the holders of more than 50% of the aggregate              
Liquidation Amount of the Common Securities are authorized to take any          
action, not inconsistent with applicable law, the certificate of trust of the   
Issuer or the Trust Agreement, that the Administrative Trustees, the Property   
Trustee or the holders of more than 50% of the aggregate Liquidation Amount     
of the Common Securities determine in their discretion to be necessary or       
desirable for such purposes, as long as such action does not materially         
adversely affect the interests of the holders of the Trust Preferred            
Securities.                                                                     

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The Property Trustee will initially serve as paying agent under the   
Trust Agreement with respect to the Trust Preferred Securities.  Any paying     
agent with respect to the Trust Preferred Securities shall be permitted to      
resign as paying agent upon 30 days written notice to the Property Trustee      
and the Company.  In the event that the Property Trustee shall no longer be     
the paying agent, the Administrative Trustees shall appoint a successor         
(which shall be a bank or trust company acceptable to the Administrative        
Trustees and the Company) to act as paying agent.                               

 Holders of the Trust Preferred Securities have no preemptive or similar
rights.                                                                         

DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES     

The Junior Subordinated Debentures are to be issued under a Junior    
Subordinated Indenture, as supplemented from time to time (as so                
supplemented, the "Indenture"), between the Company and The Bank of New York,   
as trustee (the "Debenture Trustee").  This summary of certain terms and        
provisions of the Junior Subordinated Debentures and the Indenture, which       
summarizes the material provisions thereof, does not purport to be complete     
and is subject to, and is qualified in its entirety by reference to, the        
Indenture, the form of which is filed as an exhibit to the Registration         
Statement of which this Prospectus forms a part, and to the Trust Indenture     
Act, to each of which reference is hereby made.  Whenever particular defined    
terms of the Indenture are referred to herein, such defined terms are           
incorporated herein or therein by reference.                                    

 The Indenture permits the issuance from time to time of debt securities
thereunder in addition to the Junior Subordinated Debentures ("Additional       
Junior Subordination Debt Securities," which, together with the Junior          
Subordinated Debentures, will be referred to herein as the "Junior              
Subordinated Debt Securities"), and the Junior Subordinated Debentures will     
rank on a parity with such Additional Junior Subordinated Debt Securities,      
all of which  will be unsecured and subordinate and junior in right of          
payment to the extent and in the manner set forth in the Indenture to all       
Senior Debt of the Company.  The Indenture does not limit the incurrence or     
issuance of other secured or unsecured debt of the Company, including Senior    
Debt, whether under the Indenture, any other existing indenture or any other    
indenture that the Company may enter into in the future or otherwise.  See "    
-- Subordination."  The Company expects from time to time to incur additional   
indebtedness constituting Senior Debt.                                          

Concurrently with the issuance of the Trust Preferred Securities, the 
Issuer will invest the proceeds thereof, together with the consideration paid   
by the Company for the Common Securities, in the Junior Subordinated            
Debentures.  The Junior Subordinated Debentures will be issued in an            
aggregate principal amount equal to the aggregate Liquidation Amount of the     
Trust Preferred Securities plus the aggregate Liquidation Amount of the         
Common Securities.  The Junior Subordinated Debentures will mature on           
September 30, 2027 and will bear interest at the annual rate of 7.55% of the    
principal amount thereof, payable quarterly in arrears on March 31, June 30,    
September 30 and December 31 of each year (each, an "Interest Payment Date"),   
commencing December 31, 1997, to the person in whose name each Junior           
Subordinated Debenture is registered, subject to certain exceptions, at the     
close of business on the date that is 15 days preceding such Interest Payment   
Date.  It is anticipated that, until the liquidation, if any, of the Issuer,    

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the Junior Subordinated Debentures will be held in the name of the Property     
Trustee in trust for the benefit of the Issuer and the holders of the Trust     
Securities.  The amount of interest payable for any period will be computed     
on the basis of a 360-day year of twelve 30-day months.  In the event that      
any date on which interest is payable on the Junior Subordinated Debentures     
is not a Business Day, then payment of the interest payable on such date will   
be made on the next succeeding day that is a Business Day (and without any      
interest or other payment in respect of any such delay), except that, if such   
Business Day is in the next succeeding calendar year, such payment shall be     
made on the immediately preceding Business Day, in each case with the same      
force and effect as if made on the date such payment was originally payable.    
Accrued interest that is not paid on the applicable Interest Payment Date       
will bear additional interest on the amount thereof (to the extent permitted    
by law) at the rate per annum of 7.55% thereof, compounded quarterly from the   
relevant Interest Payment Date.  The term "interest" as used herein shall       
include quarterly interest payments, interest on quarterly interest payments    
not paid on the applicable Interest Payment Date and Additional Sums, as        
applicable.                                                                     

Redemption                                                                      

The Junior Subordinated Debentures are redeemable prior to Stated     
Maturity at the option of the Company (i) on or after September 30, 2002, in    
whole at any time or in part from time to time or (ii) prior to September 30,   
2002, in whole (but not in part) within 90 days following the occurrence of     
a Tax Event.  The Junior Subordinated Debentures will not be subject to any     
sinking or purchase fund.                                                       

Junior Subordinated Debentures in denominations larger than $25 may be
redeemed in part but only in integral multiples of $25.  The redemption price   
for any Junior Subordinated Debenture so redeemed shall equal any accrued and   
unpaid interest (including Additional Interest) thereon to the redemption       
date, plus 100% of the principal amount thereof.                                

Notice of any redemption will be mailed at least 45 days but not more 
than 75 days before the redemption date to each holder of Junior Subordinated   
Debentures to be redeemed at its registered address.  Unless the Company        
defaults in payment of the redemption price, on and after the redemption date   
interest shall cease to accrue on such Junior Subordinated Debentures or        
portions thereof called for redemption.                                         

Denominations, Registration and Transfer                                        

The Junior Subordinated Debentures will be issuable only in registered
form without coupons in denominations of $25 and any integral multiple          
thereof.  Junior Subordinated Debentures not held in book-entry form will be    
exchangeable for other Junior Subordinated Debentures of any authorized         
denominations, of a like aggregate principal amount, of the same original       
issue date and Stated Maturity and bearing the same interest rate.              

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Junior Subordinated Debentures not held in book-entry form may be     
presented for exchange as provided above and may be presented for               
registration of transfer (with the form of transfer endorsed thereon, or a      
satisfactory written instrument of transfer, duly executed) at the office of    
the securities registrar or at the office of any transfer agent designated by   
the Company for such purpose with respect to any series of Junior               
Subordinated Debentures without service charge and upon payment of any taxes    
and other governmental charges as described in the Indenture.  The Company      
will appoint the Debenture Trustee as securities registrar and transfer agent   
under the Indenture.  The Company may at any time rescind the designation of    
any such transfer agent or approve a change in the location through which any   
such transfer agent acts, provided that the Company maintains a transfer        
agent in each place of payment for such series.  The Company may at any time    
designate additional transfer agents with respect to any series of Junior       
Subordinated Debentures.                                                        

In the event of any redemption, neither the Company nor the Debenture 
Trustee shall be required to (i) issue, register the transfer of or exchange    
Junior Subordinated Debentures during the period beginning at the opening of    
business 15 days before the day of selection for redemption of the Junior       
Subordinated Debentures and ending at the close of business on the day of       
mailing of the relevant notice of redemption or (ii) transfer or exchange any   
Junior Subordinated Debentures so selected for redemption, except, in the       
case of any Junior Subordinated Debentures being redeemed in part, any          
portion thereof not to be redeemed.                                             

Option to Defer Interest Payments                                               

  So long as no Debenture Event of Default has occurred and is continuing,
the Company has the right under the Indenture at any time or from time to       
time during the term of the Junior Subordinated Debentures to defer payment     
of interest on the Junior Subordinated Debentures for a period not exceeding    
20 consecutive quarterly periods with respect to each Extension Period,         
provided that no Extension Period may extend beyond the Stated Maturity of      
the Junior Subordinated Debentures.  At the end of such Extension Period, the   
Company must pay all interest then accrued and unpaid on the Junior             
Subordinated Debentures (together with interest on such unpaid interest at      
the annual rate of 7.55%, compounded quarterly from the relevant Interest       
Payment Date, to the extent permitted by applicable law ("Additional            
Interest")).  During an Extension Period, interest will continue to accrue      
and holders of Junior Subordinated Debentures (or holders of Trust Preferred    
Securities  while  the Trust Preferred Securities are outstanding) will be      
required to accrue interest income for United States federal income tax         
purposes.  See "-- Restrictions on Certain Payments" and "Certain Federal       
Income Tax Consequences -- Interest Income and Original Issue Discount."        

During any such Extension Period, the Company will not be permitted,  
subject to certain exceptions, to declare or pay any cash distributions with    
respect to the Company's capital stock or debt securities that rank on a        
parity with or junior to the Junior Subordinated Debentures as described        
under "-- Restrictions on Certain Payments."  Prior to the termination of any   
such Extension Period, the Company may further defer the payment of interest    
on the Junior Subordinated Debentures, provided that no Extension Period may    
exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity    
of the Junior Subordinated Debentures or end on a date other than an Interest   
Payment Date.  Upon the termination of any such Extension Period and the        

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payment of all interest then accrued and unpaid and any Additional Interest     
then due on the Interest Payment Date, the Company may elect to begin a new     
Extension Period subject to the above conditions.  No interest or Additional    
Interest shall be due and payable during an Extension Period, except at the     
end thereof.                                                                    

 The Company must give the holders of the Junior Subordinated Debentures
and the Debenture Trustee notice of its election to begin such Extension        
Period at least one Business Day prior to the next succeeding Interest          
Payment Date, or with respect to the Junior Subordinated Debentures while       
held by the Property Trustee, at least one Business Day prior to the earlier    
of (i) the next succeeding date on which Distributions on the Trust Preferred   
Securities would be payable but for such deferral and (ii) the date on which    
the Property Trustee is required to give notice to any securities exchange or   
other applicable self-regulatory organization or to holders of the Trust        
Preferred Securities of the applicable record date or the date such             
Distribution is payable.  The Debenture Trustee shall give notice of the        
Company's election to begin a new Extension Period to the holders of the        
Junior Subordinated Debentures.  There is no limitation on the number of        
times that the Company may elect to begin an Extension Period.                  

Additional Sums                                                                 

If the Issuer is required to pay any additional taxes, duties or other
governmental charges as a result of a Tax Event, the Company will pay as        
Additional Sums on the Junior Subordinated Debentures such amounts as shall     
be required so that the Distributions payable by the Issuer shall not be        
reduced as a result of any such additional taxes, duties or other               
governmental charges.                                                           

Restrictions on Certain Payments                                                

 The Company will covenant as to the Junior Subordinated Debentures that
it will not (i) declare or pay any dividends or distributions on, or redeem,    
purchase, acquire or make a liquidation payment with respect to, any of the     
Company's  capital stock or (ii) make any payment of principal of or interest   
or premium, if any, on or repay or repurchase or redeem any debt securities     
of the Company (including other Junior Subordinated Debentures) that rank       
pari passu in all respects with or junior in interest to the Junior             
Subordinated Debentures (other than (a) repurchases, redemptions or other       
acquisitions of shares of capital stock of the Company in connection with any   
employment contract, benefit plan or other similar arrangement with or for      
the benefit of one or more employees, officers, directors or consultants, in    
connection with a dividend reinvestment or stockholder stock purchase plan or   
in connection with the issuance of capital stock of the Company (or             
securities convertible into or exercisable for such capital stock) as           
consideration in an acquisition transaction entered into prior to the           
applicable Extension Period, (b) as a result of an exchange or conversion of    
any class or series of the Company's capital stock (or any capital stock of     
a subsidiary of the Company) for any class or series of the Company's capital   
stock, or of any class or series of the Company's indebtedness for any class    
or series of the Company's capital stock, (c) the purchase of fractional        
interests in shares of the Company's capital stock pursuant to the conversion   
or exchange provisions of such capital stock or the security being converted    
or exchanged, (d) any declaration of a dividend in connection with any Rights   

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Plan (as defined below) or the issuance of rights, stock or other property      
under any Rights Plan, or the redemption or repurchase of rights pursuant       
thereto or (e) any dividend in the form of stock, warrants, options or other    
rights where the dividend stock or the stock issuable upon exercise of such     
warrants, options or other rights is the same stock as that on which the        
dividend is being paid or ranks pari passu with or junior to such stock), if    
at such time (i) there shall have occurred any event of which the Company has   
actual knowledge that with the giving of notice or the lapse of time, or        
both, would constitute an Event of Default with respect to the Junior           
Subordinated Debentures of such series and in respect of which the Company      
shall not have taken reasonable steps to cure, (ii) if such Junior              
Subordinated Debentures are held by the Issuer, the Company shall be in         
default with respect to its payment of any obligations under the Guarantee or   
(iii) the Company shall have given notice of its election to begin an           
Extension Period as provided in the Indenture with respect to the Junior        
Subordinated Debentures and shall not have rescinded such notice, or such       
Extension Period, or any extension thereof, shall be continuing.                

 "Rights Plan" means a plan of the Company providing for the issuance to
all holders of its common stock of rights entitling the holders thereof to      
subscribe for or purchase shares of any class or series of capital stock of     
the Company which rights (i) are deemed to be transferred with such shares of   
common stock and (ii) are also issued in respect of future issuances of such    
common stock, in each case until the occurrences of a specified event or        
events.                                                                         

Subordination                                                                   

 The Junior Subordinated Debt Securities will be subordinate in right of
payment, to the extent set forth in the Indenture, to all Senior Debt of the    
Company.  Substantially all of the existing indebtedness of the Company         
constitutes Senior Debt.  If the Company defaults in the payment of any         
principal, premium, if any, or interest, if any, or any other amount payable    
on any Senior Debt when the same becomes due and payable, whether at maturity   
or at a date fixed for redemption or by declaration of acceleration or          
otherwise, then, unless and until such default has been cured or waived or      
has ceased to exist or all Senior Debt of the Company has been paid, no         
direct or indirect payment (in cash, property, securities, by setoff or         
otherwise) may be made or agreed to be made on the Junior Subordinated Debt     
Securities or in respect of any redemption, repayment, retirement, purchase     
or other acquisition of any of the Junior Subordinated Debt Securities.         

"Senior Indebtedness" means any obligation of the Company to its      
creditors, whether now outstanding or subsequently incurred, other than any     
obligation as to which, in the instrument creating or evidencing the            
obligation or pursuant to which the obligation is outstanding, it is provided   
that such obligation is not Senior Indebtedness.  "Senior Subordinated          
Indebtedness" means any obligation of the Company to its creditors, whether     
now outstanding or subsequently incurred, where the instrument creating or      
evidencing the obligation or pursuant to which the obligation is outstanding,   
provides that it is subordinate and junior in right of payment to Senior        
Indebtedness.  Senior Subordinated Indebtedness also includes any               
subordinated debt securities issued in the future by the Company with           
substantially similar subordination terms, but does not include the Junior      
Subordinated Debt Securities of any series or any junior subordinated debt      

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securities issued in the future with subordination terms substantially          
similar to those of the Junior Subordinated Debt Securities.  Senior            
Indebtedness does not include Senior Subordinated Indebtedness or the Junior    
Subordinated Debt Securities.                                                   

"Senior Debt" means (i) Senior Indebtedness of the Company (but       
excluding trade accounts payable and accrued liabilities arising in the         
ordinary course of business) and (ii) the Allocable Amounts of Senior           
Subordinated Indebtedness of the Company.                                       

"Allocable Amounts," when used with respect to any Senior Subordinated
Indebtedness of the Company means the amounts necessary to pay all principal    
of (and premium, if any) and interest, if any, on such Senior Subordinated      
Indebtedness in full less, if applicable, any portion of such amounts which     
would have been paid to and retained by the holders of such Senior              
Subordinated Indebtedness (whether as a result of the receipt of payments by    
the holders of such Senior Subordinated Indebtedness from the Company or any    
other obligor thereon or from any holders of, or trustee in respect of, other   
indebtedness that is subordinate and junior in right of payment to such         
Senior  Subordinated   Indebtedness   pursuant   to  any  provision  of  such   
indebtedness for the payment over of amounts received on account of such        
indebtedness to the holders of such Senior Subordinated Indebtedness) but for   
the fact that such Senior Subordinated Indebtedness is subordinate or junior    
in right of payment to trade accounts payable or accrued liabilities arising    
in the ordinary course of business.                                             

In the event of (i) any insolvency, bankruptcy, receivership,         
liquidation, reorganization, readjustment, composition or other similar         
proceeding relating to the Company, its creditors or its property, (ii) any     
proceeding for the liquidation, dissolution or other winding up of the          
Company, voluntary or involuntary, whether or not involving insolvency or       
bankruptcy proceedings, (iii) any assignment by the Company for the benefit     
of creditors or (iv) any other marshalling of the assets of the Company, all    
Senior Debt (including any interest thereon accruing after the commencement     
of any such proceedings) of the Company shall first be paid in full before      
any payment or distribution, whether in cash, securities or other property,     
shall be made on account of the Junior Subordinated Debt Securities.  In such   
event, any payment or distribution on account of the Junior Subordinated Debt   
Securities, whether in cash, securities or other property (other than           
securities of the Company or any other corporation provided for by a plan of    
reorganization or readjustment the payment of which is subordinate, at least    
to the extent provided in these subordination provisions with respect to the    
indebtedness evidenced by the Junior Subordinated Debt Securities to the        
payment of all Senior Debt of the Company at the time outstanding and to any    
securities issued in respect thereof under any such plan of reorganization or   
readjustment), that would otherwise (but for the subordination provisions) be   
payable or deliverable in respect of the Junior Subordinated Debt Securities    
of any series will be paid or delivered directly to the holders of Senior       
Debt of the Company in accordance with the priorities then existing among       
such holders until all Senior Debt of the Company (including any interest       
thereon accruing after the commencement of any such proceedings) has been       
paid in full.                                                                   

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In the event of any such proceeding, after payment in full of all sums
owing with respect to Senior Debt of the Company, the holders of Junior         
Subordinated Debt Securities, together with the holders of any obligations of   
the Company ranking on a parity with the Junior Subordinated Debt Securities    
(which for this purpose only shall include the Allocable Amounts of Senior      
Subordinated Indebtedness), will be entitled to be paid from the remaining      
assets of the Company the amounts at the time due and owing on the Junior       
Subordinated Debt Securities and such other obligations before any payment or   
other distribution, whether in cash, property or otherwise, will be made on     
account of any capital stock or obligations of the Company ranking junior to    
the Junior Subordinated Debt Securities and such other obligations.  If any     
payment or distribution by the Company on account of any character or any       
security, whether in cash, securities or other property (other than             
securities of the Company or any other corporation provided for by a plan of    
reorganization or readjustment the payment of which is subordinate, at least    
to the extent provided in these subordination provisions with respect to the    
indebtedness evidenced by the Junior Subordinated Debt Securities to the        
payment of all Senior Debt of the Company  at  the  time  outstanding  and      
to any securities issued in respect thereof under any such plan of              
reorganization or readjustment) shall be received by the Debenture Trustee or   
any holder of any Junior Subordinated Debt Security in contravention of any     
of the terms of the Indenture and before all the Senior Debt of the Company     
has been paid in full, such payment or distribution or security will be         
received in trust for the benefit of, and must be paid over or delivered and    
transferred to, the holders of the Senior Debt of the Company at the time       
outstanding in accordance with the priorities then existing among such          
holders for application to the payment of all Senior Debt of the Company        
remaining unpaid to the extent necessary to pay all such Senior Debt of the     
Company in full.  By reason of such subordination, in the event of the          
insolvency of the Company, holders of Senior Debt of the Company may receive    
more, ratably, and holders of the Junior Subordinated Debt Securities may       
receive less, ratably, than the other creditors of the Company.  Such           
subordination will not prevent the occurrence of any Debenture Event of         
Default.                                                                        

Distribution of Junior Subordinated Debentures                                  

As described under "Description of Trust Preferred Securities --      
Termination and Liquidation; Distribution Upon Termination," under certain      
circumstances involving the termination of the Issuer, Junior Subordinated      
Debentures may be distributed to the holders of the Trust Preferred             
Securities in exchange therefor upon liquidation of the Issuer after            
satisfaction of liabilities to creditors of the Issuer as provided by           
applicable law.  If distributed to holders of Trust Preferred Securities, the   
Junior Subordinated Debentures will initially be issued in the form of one or   
more global securities and DTC, or any successor depositary for the Trust       
Preferred Securities, will act as depositary for the Junior Subordinated        
Debentures.  It is anticipated that the depositary arrangements for the         
Junior Subordinated Debentures would be substantially identical to those in     
effect for the Trust Preferred Securities.  See "Description of Trust           
Preferred Securities -- Book-Entry Issuance."  If Junior Subordinated           
Debentures are distributed to the holders of Trust Preferred Securities in      
exchange therefor upon liquidation of the Issuer, the Company will use its      
best efforts to include the Junior Subordinated Debentures for trading on       
such stock exchanges or automated quotation system, if any, on which the        

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Trust Preferred Securities are then listed or quoted.  There can be no          
assurance as to the market price of any Junior Subordinated Debentures that     
may be distributed to the holders of Trust Preferred Securities.                

Debenture Events of Default                                                     

The Indenture provides that any one or more of the following described
events with respect to a series of Junior Subordinated Debt Securities that     
has occurred and is continuing constitutes a "Debenture Event of Default"       
with respect to such series of Junior Subordinated Debt Securities:             

     (i)  default in the payment of any interest upon any Junior
Subordinated Debt Security of that series, including any Additional 
Interest in respect thereof, when it becomes due and payable, and   
continuance of such default for a period of 30 days (subject to the 
deferral of any due date in the case of an Extension Period); or    

     (ii)  default in the payment of the principal of (or premium,
if any, on) any Junior Subordinated Debt Security of that series at 
its maturity; or                                                    

  (iii)  failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the 
Company in the Junior Subordinated Debt Securities of that series or
in the Indenture for a period of 90 days after the date on which    
written notice of such failure, requiring the Company to remedy the 
same, shall have been give to the Company by the Trustee by         
registered or certified mail or to the Company and the Debenture    
Trustee by the holders of at least 25% in aggregate principal amount
of the outstanding Junior Subordinated Debt Securities of that      
series; or                                                          

(iv)  the entry of a decree or order by a court having  
jurisdiction in the premises adjudging the Company a bankrupt or    
insolvent, or approving as properly filed a petition seeking        
 reorganization of the Company under the Title 11 of the United States
Code or any successor statute, as amended (the "Bankruptcy Code") or
any other similar applicable federal or state law, which decree or  
order shall have continued undischarged and unstayed for a period of
60 days; or the entry of a decree or order of a court having        
jurisdiction in the premises for the appointment of a receiver or   
liquidator or trustee or assignee in bankruptcy or insolvency of the
Company or of its property, or for the winding-up or liquidation of 
its affairs, which decree or order shall have continued undischarged
and unstayed for a period of 60 days; or                            

       (v)  the commencement by the Company of voluntary proceedings
 to be adjudicated a bankrupt, or consent by the Company to the filing
of a bankruptcy proceeding against it, or the filing by the Company 
of a petition or answer or consent seeking reorganization under the 
 Bankruptcy Code or any other similar federal or state law, or consent
by the Company to the filing of any such petition, or the consent by
 the Company to the appointment of a receiver or liquidator or trustee
or assignee in bankruptcy or insolvency of it or of its property, or
the making by the Company of an assignment for the benefit of       
creditors, or the admission by the Company in writing of its        
inability to pay its debts generally as they become due; or         

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 (vi)  any other event of default provided with respect to
Junior Subordinated Debt Securities of that series.               

  If a Debenture Event of Default (other than a Debenture Event of Default
specified in clauses (iv) or (v) of the immediately preceding paragraph) with   
respect to Junior Subordinated Debt Securities of any series at the time        
outstanding occurs and is continuing, then and in every such case the Trustee   
or the holders of not less than 25% in aggregate principal amount of the        
outstanding Junior Subordinated Debt Securities of that series may declare      
the principal amount (or, such portion of the principal amount as may be        
specified in the terms of that series) of all the Junior Subordinated Debt      
Securities of that series to be due and payable immediately, by a notice in     
writing to the Company (and to the Trustee if given by holders), provided       
that, in the case of the Junior Subordinated Debt Securities of a series        
issued to a business trust, if, upon a Debenture Event of Default, the          
Debenture Trustee or the holders of not less than 25% in principal amount of    
the outstanding Junior Subordinated Debt Securities of such series fail to      
declare the principal of all the outstanding Junior Subordinated Debt           
Securities of such series to be immediately due and payable, the holders of     
at least 25% in aggregate liquidation amount of the related series of           
preferred beneficial interests issued by such Business Trust then outstanding   
shall have the right to make such declaration by a notice in writing to the     
Company and the Trustee; and upon any such declaration such principal amount    
(or specified portion thereof) of and the accrued interest (including any       
Additional Interest) on all the Junior Subordinated Debt Securities of such     
series shall become immediately due and payable. If a Debenture Event of        
Default specified in clauses (iv) or (v) of the immediately preceding           
paragraph with respect to Junior Subordinated Debt Securities of any series     
at the time outstanding occurs, the principal amount of all the Junior          
Subordinated Debt Securities of such series (or such portion of the principal   
amount of such Junior Subordinated Debt Securities as may be specified by the   
terms of that series) shall automatically, and without any declaration or       
other action on the part of the Debenture Trustee or any holder, become         
immediately due and payable.                                                    

At any time after such a declaration of acceleration with respect to  
Junior Subordinated Debt Securities of any series has been made and before a    
judgment or decree for payment of the money due has been obtained by the        
Debenture Trustee as in the Indenture provided, the holders of a majority in    
aggregate principal amount of the outstanding Junior Subordinated Debt          
Securities of that series, by written notice to the Company and the Debenture   
Trustee, may rescind and annul such declaration and its consequences if (i)     
the Company has paid or deposited with the Debenture Trustee a sum sufficient   
to pay  (a)  all overdue installments of interest on all Junior Subordinated    
Debt Securities of such series, (b)  any accrued Additional Interest on all     
Junior Subordinated Debt Securities of such series, (c)  the principal of       
(and premium, if any, on) any Junior Subordinated Debt Securities of such       
series that have become due otherwise than by such declaration of               
acceleration and interest and Additional Interest thereon at the rate borne     
by the Junior Subordinated Debt Securities and (d) all sums paid or advanced    
by the Debenture Trustee under the Indenture and the reasonable compensation,   
expenses, disbursements and advances of the Debenture Trustee, its agents and   
counsel  and  (ii)  all  Debenture  Events  of Default with respect to Junior   
Subordinated Debt Securities of that series, other than the non-payment of      
the principal of Junior Subordinated Debt Securities of that series that has    
become due solely by such acceleration, have been cured or waived as provided   
in the Indenture.                                                               

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  In the case of Junior Subordinated Debt Securities of a series initially
issued to a business trust if the holders of such Junior Subordinated Debt      
Securities fail to annul such declaration and waive such default, the holders   
of a majority in aggregate liquidation amount of the related series of          
preferred beneficial interests issued by such business trust then outstanding   
shall also have the right to rescind and annul such declaration and its         
consequences by written notice to the Company and the Debenture Trustee,        
subject to the satisfaction of the conditions set forth in clauses (i) and      
(ii) above of the immediately preceding paragraph.                              

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

Within 90 days after actual knowledge by a responsible officer of the 
Debenture Trustee of the occurrence of any default under the Indenture with     
respect to the Junior Subordinated Debt Securities of any series, the           
Debenture Trustee shall transmit by mail to all holders of Junior               
Subordinated Debt Securities of such series, as their names and addresses       
appear in the register, notice of such default, unless such default shall       
have been cured or waived; provided, however, that, except in the case of a     
default in the payment of the principal of (or premium, if any) or interest     
(including any Additional Interest) on any Junior Subordinated Debt Security    
of such series, the Debenture Trustee shall be protected in withholding such    
notice if and so long as the board of directors, the executive committee or     
a trust committee of directors and/or responsible officers of the Debenture     
Trustee in good faith determines that the withholding of such notice is in      
the interests of the holders of Junior Subordinated Debt Securities of such     
series; and provided, further, that, in the case of any covenant default, no    
such notice to holders of Junior Subordinated Debt Securities of such series    
shall be given until at least 30 days after the occurrence thereof. For the     
purpose of this paragraph, the term "default" means any event that is, or       
after notice or lapse of time or both would become, a Debenture Event of        
Default with respect to Junior Subordinated Debt Securities of such series.     
Enforcement of Certain Rights by Holders of Trust Preferred Securities          

 If a Debenture Event of Default with respect to the Junior Subordinated
Debentures has occurred and is continuing and such event is attributable to     
the failure of the Company to pay interest or principal on the Junior           
Subordinated Debentures on the date such interest or principal is due and       
payable, a holder of Trust Preferred Securities may institute a Direct Action   
against the Company under the Indenture.  The Company may not amend the         
Indenture to remove the foregoing right to bring a Direct Action without the    
prior written consent of the holders of all of the Trust Preferred Securities   
outstanding.  If the right to bring a Direct Action is removed, the Issuer      
may become subject to the reporting obligations under the Exchange Act.  The    
Company shall have the right under the Indenture to setoff any payment made     
to such holder of Trust Preferred Securities by the Company in connection       
with a Direct Action.                                                           

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The holders of the Trust Preferred Securities will not be able to     
exercise directly any remedies other than those set forth in the preceding      
paragraph available to the holders of the Junior Subordinated Debentures        
unless there shall have been an Event of Default under the Trust Agreement.     
See "Description of Trust Preferred Securities -- Events of Default; Notice;    
Right to Direct Remedies."                                                      

Consolidation, Merger, Sale of Assets and Other Transactions                    

The Indenture provides that the Company shall not consolidate with or 
merge into any other Person (as defined below) or convey, transfer or lease     
its properties and assets substantially as an entirety to any Person, and no    
Person shall consolidate with or merge into the Company or convey, transfer     
or lease its properties and assets substantially as an entirety to the          
Company unless (i) in case the Company consolidates with or merges into         
another Person or conveys or transfers its properties and assets                
substantially as an entirety to any Person, the successor Person is organized   
under the laws of the United States or any state or territory thereof or the    
District of Columbia and such successor Person expressly assumes the            
Company's obligations on the Junior Subordinated Debt Securities issued under   
the Indenture, (ii) immediately after giving effect thereto, no Debenture       
Event of Default, and no event which, after notice or lapse of time or both,    
would become a Debenture Event of Default, shall have occurred and be           
continuing and (iii) certain other conditions as prescribed by the Indenture    
are met.                                                                        

The general provisions of the Indenture do not afford holders of the  
Junior Subordinated Debentures protection in the event of a highly leveraged    
or other transaction involving the Company that may adversely affect holders    
of the Junior Subordinated Debentures.                                          

"Person," as used herein, means a legal person, including any         
individual, corporation, estate, partnership, joint venture, trust,             
unincorporated association, or government or any agency or political            
subdivision thereof or any other entity of whatever nature.                     

Resignation and Removal of Debenture Trustee; Appointment of a Successor        
 The Debenture Trustee may resign at any time with respect to the Junior
Subordinated Debentures by giving written notice thereof to the Company.  If    
an instrument of acceptance by a successor Debenture Trustee shall not have     
been delivered to the Debenture Trustee within 30 days after the giving of      
such notice of resignation, the resigning Debenture Trustee may petition any    
court of competent jurisdiction for the appointment of a successor Debenture    
Trustee with respect to the Junior Subordinated Debentures.                     

The Debenture Trustee may be removed at any time with respect to the  
Junior Subordinated Debentures of the holders of a majority in aggregate        
principal amount of the Junior Subordinated Debentures delivered to the         
Debenture Trustee and to the Company.  In addition, if at any time (i) the      
Debenture Trustee shall fail to comply with certain provisions of the           
Indenture relating to conflicts of interest under the Trust Indenture Act       
after written request therefor by the Company or by any holder who has been     
a bona fide holder of a Junior Subordinated Debenture for at least six          
months, (ii) the Debenture Trustee shall cease to meet the eligibility          

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requirements under the Indenture and shall fail to resign after written         
request therefor by the Company or by any such holder or (iii) the Debenture    
Trust shall become incapable of acting or shall be adjudged a bankrupt or       
insolvent or a receiver of the Debenture Trustee or of its property shall be    
appointed or any public officer shall take charge or control of the Debenture   
Trustee or of its property or affairs for the purpose of rehabilitation,        
conversation or liquidation, then, in any such case, (A) the Company may        
remove the Debenture Trustee with respect to the Junior Subordinated Debt       
Securities of all series issued under the Indenture or (B) subject to the       
provisions of the Indenture requiring the holder to undertake to pay certain    
related costs, any holder who has been a bona fide holder of a Junior           
Subordinated Debenture for at least six months may, on behalf of such holder    
and all others similarly situated, petition any court of competent              
jurisdiction for the removal of the Debenture Trustee with respect to the       
Junior Subordinated Debt Securities of all series issued under the Indenture    
and the appointment of a successor Debenture Trustee.                           

  If the Debenture Trustee shall resign, be removed or become incapable of
acting, of if a vacancy shall occur in the office of Debenture Trustee for      
any cause with respect to the Junior Subordinated Debt Securities of one or     
more series, the Company shall promptly appoint a successor Debenture Trustee   
with respect to the Junior Subordinated Debt Securities of that or those        
series.  If, within one year after such resignation, removal or incapability,   
or the occurrence of such vacancy, a successor Debenture Trustee with respect   
to the Junior Subordinated Debt Securities of any series shall be appointed     
by the holders of a majority in aggregate principal amount of the outstanding   
Junior Subordinated Debt Securities of such series delivered to the Company     
and the retiring Debenture Trustee, the successor Debenture Trustee so          
appointed shall, forthwith upon its acceptance of such appointment, become      
the successor Debenture Trustee with respect to the Junior Subordinated Debt    
Securities of such series and supersede the successor Debenture Trustee         
appointed by the Company.  If no successor Debenture Trustee with respect to    
the Junior Subordinated Debt Securities of any series shall have been so        
appointed by the Company or the holders and accepted appointment in the         
manner as in the Indenture provided, any holder who has been a bona fide        
holder of a Junior Subordinated Debt Security of such series for at least six   
months may, subject to the provisions of the Indenture requiring the holder     
to undertake to pay certain related costs, on behalf of such holder and all     
other similarly situated, petition any court of competent jurisdiction for      
the appointment of a successor Debenture Trustee with respect to the Junior     
Subordinated Debt Securities of such series.                                    

Merger or Consolidation of Debenture Trustee                                    

Any corporation into which the Debenture Trustee may be merged or     
converted or with which it may be consolidated, or any corporation resulting    
from any merger, conversion or consolidation to which the Debenture Trustee     
shall be a party, or any corporation succeeding to all or substantially all     
of the corporate trust business of the Debenture Trustee, shall be the          
successor of the Debenture Trustee under the Indenture, provided such           
corporation shall be otherwise qualified and eligible under the Indenture,      
without the execution or filing of any paper or any further act on the part     
of any of the parties to the Indenture.                                         

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Modification of Indenture                                                       

  From time to time the Company and the Debenture Trustee may, without the
consent of the holders of the Junior Subordinated Debt Securities, amend,       
waive or supplement the Indenture for specified purposes, including, (i) to     
evidence the succession of another person to the Company and the assumption     
by the successor of the covenants of the Company contained in the Indenture     
and the Junior Subordinated Debt Securities; (ii) to convey, transfer,          
assign, mortgage or pledge any property to or with the Debenture Trustee or     
surrender any  right  or  power  of  the  Company  contained in the             
Indenture; (iii) to provide for the issuance of and establish the form of any   
Junior Subordinated Debt Securities; (iv) to add to the covenants of the        
Company (which may be only for the benefit of a single series of Junior         
Subordinated Debt Securities);  (v) to add additional Debenture Events of       
Default (which may be only for its benefit of a single series of Junior         
Subordinated Debt Securities); (vi) to cure any ambiguity, to correct or        
supplement any provision of the Indenture, or to make provisions with respect   
to questions arising under the Indenture provided that such action does not     
materially affect the intent of the holders of any series of Junior             
Subordinated Debt Securities or, in the case of any Junior Subordinated Debt    
Securities held by a business trust, the holders of the preferred beneficial    
interests in such business trust; (vii) to evidence or provide for the          
acceptance of appointment of a successor Debenture Trustee or to provide for    
the administration of the trusts created under the Indenture by more than one   
trustee; or (viii) to comply with the requirements of the Commission in order   
to effect or maintain the qualification of the Indenture under the Trust        
Indenture Act.                                                                  

 The Indenture contains additional provisions permitting the Company and
the Debenture Trustee, with the consent of the holders of not less than a       
majority in aggregate principal amount of each outstanding series of Junior     
Subordinated Debt Securities affected, to modify the Indenture for the          
purpose of adding any provisions to or changing in any manner or eliminating    
any of the provisions of the Indenture or of modifying in any manner the        
rights of the holders of the Junior Subordinated Debt Securities of such        
series; provided, that no such modification may, without the consent of the     
holder of each outstanding Junior Subordinated Debt Security so affected:       

     (i)  change the Stated Maturity of the principal of, or any
installment of interest (including any Additional Interest) on, any 
Junior Subordinated Debt Security, or reduce the principal amount   
thereof or the rate of interest thereon or any premium payable upon 
the redemption thereof, or change the place of payment where, or the
coin or currency in which, any Junior Subordinated Debt Security or 
interest thereon is payable, or impair the right to institute suit  
for the enforcement of any such payment on or after the stated      
maturity thereof (or, in the case of redemption, on or after the    
redemption date);                                                   

    (ii)  reduce the percentage in aggregate principal amount of
the outstanding Junior Subordinated Debt Securities of any series,  
the consent of whose holders is required for any such supplemental  
 indenture, or the consent of whose holders is required for any waiver
(of compliance with certain provisions of the Indenture or certain  
defaults hereunder and their consequences) provided for in the      
Indenture; or                                                       

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    (iii)  modify any of the provisions of the Indenture described
in this paragraph or certain other provisions of the Indenture      
relating to waivers subject to the approval of a requisite principal
 amount of Junior Subordinated Debt Securities, except to increase any
such percentage or to provide that certain other provisions of the  
Indenture cannot be modified or waived without the consent of the   
holder of each Junior Subordinated Debt Security affected thereby;  

provided, that, in the case of the Junior Subordinated Debt Securities of a     
series issued to a business trust, so long as any of the corresponding series   
of preferred beneficial interests issued by such business trust remains         
outstanding, (a) no such amendment shall be made that adversely affects the     
holders of such preferred beneficial interests in any material respect, and     
no termination of the Indenture shall occur, and no waiver of any Debenture     
Event of Default or compliance with any covenant under the Indenture shall be   
effective, without the prior consent of the holders of at least a majority of   
the aggregate liquidation amount of such preferred beneficial interests then    
outstanding unless and until the principal of (and premium, if any, on) the     
Junior Subordinated Debt Securities of such series and all accrued and unpaid   
interest (including any Additional Interest) thereon have been paid in full     
and (b) no amendment shall be made to the provisions of the Indenture that      
would impair the rights of the holders of preferred beneficial interests        
issued by a business trust to institute a Direct Action without the prior       
consent of the holders of each such preferred beneficial interest then          
outstanding unless and until the principal of (and premium, if any, on) the     
Junior Subordinated Debt Securities of such series and all accrued and          
(subject to the provisions of the Indenture permitting the deferral of          
interest) unpaid interest (including any Additional Interest) thereon have      
been paid in full.                                                              

A supplemental indenture that changes or eliminates any covenant or   
other provision of the Indenture that has expressly been included solely for    
the benefit of one or more particular series of Junior Subordinated Debt        
Securities or any corresponding series of preferred beneficial interests of     
a business trust that holds the Junior Subordinated Debt Securities of any      
series, or that modifies the rights of the holders of Junior Subordinated       
Debt Securities of such series or holders of such preferred beneficial          
interests of such corresponding series with respect to such covenant or other   
provision, shall be deemed not to affect the rights under the Indenture of      
the holders of Junior Subordinated Debt Securities of any other series or       
holders or preferred beneficial interests of the corresponding series.          

Satisfaction and Discharge                                                      

The Indenture provides that when, among other things, all Junior      
Subordinated Debt Securities not previously delivered to the Debenture          
Trustee for cancellation (i) have become due and payable, (ii) will become      
due and payable at their Stated Maturity within one year or (iii) are to be     
called for redemption within one year under arrangements satisfactory to the    
Debenture Trustee for the giving of notice of  redemption  thereof,  and  the   
Company deposits or causes to be deposited with the Debenture Trustee funds,    
in trust, for the purpose and in an amount in the currency or  currencies in    
which the Junior Subordinated Debt Securities are payable sufficient to pay     
and discharge the entire indebtedness on the Junior Subordinated Debt           
Securities not previously delivered to the Debenture Trustee for                
cancellation, for the principal (and premium, if any) and interest (including   

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any Additional Interest) to the date of the deposit or to the stated maturity   
or redemption date, as the case may be, then the Indenture will cease to be     
of further effect (except as to the Company's obligations to pay all other      
sums due pursuant to the Indenture and to provide the officers' certificates    
and opinions of counsel described therein) and the Company will be deemed to    
have satisfied and discharged the Indenture.                                    

Responsibilities of the Debenture Trustee                                       

The Debenture Trustee shall have and be subject to all the duties and 
responsibilities specified with respect to an indenture trustee under the       
Trust Indenture Act.  Subject to such provisions, the Debenture Trustee is      
under no obligation to exercise any of the powers vested in it by the           
Indenture at the request of any holder of Junior Subordinated Debentures,       
unless offered reasonable indemnity by such holder against the costs,           
expenses and liabilities which might be incurred thereby.  The Debenture        
Trustee is not required to expend or risk its own funds or otherwise incur      
personal financial liability in the performance of its duties if the            
Debenture Trustee reasonably believes that repayment or adequate indemnity is   
not reasonably assured to it.                                                   

Continued Ownership of Common Securities                                        

  The Company will covenant, as to the Junior Subordinated Debentures, (i)
to maintain directly or indirectly 100% ownership of the Common Securities      
provided that certain successors are permitted pursuant to the Indenture to     
succeed to the Company's ownership of the Common Securities, (ii) not to        
voluntarily terminate, wind-up or liquidate the Issuer, except (a) in           
connection with a distribution of Junior Subordinated Debentures to the         
holders of the Trust Preferred Securities in exchange therefor upon             
liquidation of the Issuer or (b) in connection with certain mergers,            
consolidations or amalgamations permitted by the Trust Agreement and (iii) to   
use its reasonable efforts, consistent with the terms and provisions of the     
Trust Agreement, to cause the Issuer to be classified as a grantor trust and    
not as an association taxable as a corporation for United States federal        
income tax purposes.                                                            

Governing Law                                                                   

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

Miscellaneous                                                                   

The Company is required to file annually with the Debenture Trustee a 
certificate as to whether or not the Company is in compliance with all of the   
covenants and conditions applicable to it under the Indenture.                  

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DESCRIPTION OF GUARANTEE        

The Guarantee will be executed and delivered for the benefit of the   
holders from time to time of the Trust Preferred Securities by the Company,     
concurrently with the issuance of Trust Preferred Securities.  This summary     
of certain provisions of the Guarantee, which summarizes the material terms     
thereof, does not purport to be complete and is subject to, and qualified in    
its entirety by reference to, all of the provisions of the Guarantee,           
including the definitions therein of certain terms, and the Trust Indenture     
Act, to each of which reference is hereby made.  The form of the Guarantee      
has been filed as an exhibit to the Registration Statement of which this        
Prospectus forms a part.  The Guarantee Trustee will hold the Guarantee for     
the benefit of the holders of the Trust Preferred Securities.                   

General                                                                         

The Company will irrevocably agree to pay in full on a subordinated   
basis, to the extent set forth herein, the Guarantee Payments (as defined       
below) to the holders of the Trust Preferred Securities (without duplication    
of amounts theretofore paid by or on behalf of the Issuer), as and when due,    
regardless of any defense, right of setoff or counterclaim that the Issuer      
may have or assert other than the defense of payment.  The following payments   
with respect to the Trust Preferred Securities, to the extent not paid by or    
on behalf of the Issuer (the "Guarantee Payments"), will be subject to the      
Guarantee: (i) any accumulated and unpaid Distributions required to be paid     
on the Trust Preferred Securities, to the extent that the Issuer has funds on   
hand available therefor at such time, (ii) the redemption price with respect    
to any Trust Preferred Securities called for redemption, to the extent that     
the Issuer has funds on hand available therefor at such time or (iii) upon a    
voluntary or involuntary dissolution, winding-up or liquidation of the          
Issuer, unless the Junior Subordinated Debentures are distributed to holders    
of such Trust Preferred Securities in exchange therefor, the lesser of (a)      
the Liquidation Distribution to the extent that the Issuer shall have funds     
on hand available therefor at such time and (b) the amount of assets of the     
Issuer remaining available for distribution to holders of Trust Preferred       
Securities after satisfaction of liabilities to creditors of the Issuer as      
required by applicable law.                                                     

  The Company's obligation to make a Guarantee Payment may be satisfied by
direct payment of the required amounts by the Company to the holders of the     
applicable Trust Preferred Securities or by causing the Issuer to pay such      
amounts to such holders.                                                        

 The Company has, through the Guarantee, the Trust Agreement, the Junior
Subordinated Debentures and the Indenture, taken together, fully, irrevocably   
and unconditionally guaranteed all of the Issuer's obligations under the        
Trust Preferred Securities.  No single document standing alone or operating     
in conjunction with fewer than all of the other documents constitutes such      
guarantee.  It is only the combined operation of these documents that has the   
effect of providing a full, irrevocable and unconditional guarantee of the      
Issuer's obligations under the Trust Preferred Securities.  See "Relationship   
Among the Trust Preferred Securities, the Junior Subordinated Debentures and    
the Guarantee."                                                                 

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Status of the Guarantee                                                         

  The Guarantee will constitute an unsecured obligation of the Company and
will rank subordinate and junior in right of payment to all Senior              
Indebtedness of the Company in the same manner as Junior Subordinated           
Debentures.                                                                     

The Guarantee will constitute a guarantee of payment and not of       
collection (i.e., the guaranteed party may institute a legal proceeding         
directly against the Company to enforce its rights under the Guarantee          
without first instituting a legal proceeding against any other person or        
entity).  The Guarantee will be held for the benefit of the holders of the      
Trust Preferred Securities.  The Guarantee will not be discharged except by     
payment of the Guarantee Payments in full to the extent not paid by the         
Issuer or upon distribution to the holders of the Trust Preferred Securities    
of the Junior Subordinated Debentures.  The Guarantee places no limitation on   
the amount of additional Senior Debt that may be incurred by the Company.       
The Company expects from time to time to incur additional indebtedness          
constituting Senior Debt.                                                       

Amendments and Assignment                                                       

Except with respect to any changes which do not materially adversely  
affect the rights of holders of the related Trust Preferred Securities (in      
which case no vote will be required), the Guarantee may not be amended          
without the prior approval (given in the manner set forth in the Trust          
Agreement) of the holders of not less than more than 50% of the aggregate       
Liquidation Amount of the outstanding Trust Preferred Securities.  All          
guarantees and agreements contained in the Guarantee shall bind the             
successors, assigns, receivers, trustees and representatives of the Company     
and shall inure to the benefit of the holders of the Trust Preferred            
Securities then outstanding.                                                    

Events of Default; Control of Remedies                                          

An event of default under the Guarantee will occur upon the failure of
the Company to perform any of its payment obligations thereunder or to          
perform any non-payment obligations if such non-payment default remains         
unremedied for 30 days.                                                         

 The holders of more than 50% of the aggregate Liquidation Amount of the
Trust Preferred Securities have the right to direct the time, method and        
place of conducting any proceeding for any remedy available to the Guarantee    
Trustee in respect to the Guarantee or to direct the exercise of any trust      
power conferred upon the Guarantee Trustee under the Guarantee.  Any holder     
of the Trust Preferred Securities may institute a legal proceeding directly     
against the Company to enforce its rights under the Guarantee without first     
instituting a legal proceeding against the Issuer, the Guarantee Trustee or     
any other person.                                                               

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Termination of the Guarantee                                                    

 The Guarantee will terminate and be of no further force and effect upon
(i) full payment of the redemption price of the outstanding Trust Preferred     
Securities, (ii) upon full payment of the amounts payable upon liquidation of   
the Issuer or (iii) upon distribution of Junior Subordinated Debentures to      
the holders of the Trust Preferred Securities in exchange therefor.  The        
Guarantee will continue to be effective or will be reinstated, as the case      
may be, if at any time any holder of Trust Preferred Securities must restore    
payment of any sums paid under the Trust Preferred Securities or the            
Guarantee.                                                                      

Responsibilities of the Guarantee Trustee                                       

 The Guarantee Trustee, other than during the occurrence and continuance
of a default by the Company  in performance of the Guarantee, undertakes to     
perform only such duties as are specifically set forth in the Guarantee and,    
after default with respect to the Guarantee, must exercise the same degree of   
care and skill as a prudent person would exercise or use in the conduct of      
his or her own affairs.  Subject to this provision, the Guarantee Trustee is    
under no obligation to exercise any of the powers vested in it by the           
Guarantee at the request of any holder of any Trust Preferred Securities        
unless it is offered reasonable indemnity against the costs, expenses and       
liabilities that might be incurred thereby; provided, however, that such        
right to indemnity shall in no event relieve the Guarantee Trustee, upon the    
occurrence of an event of default under the Guarantee, of its obligation to     
exercise the rights and powers vested in it by the Guarantee Agreement.         

Governing Law                                                                   
The Guarantee will be governed by and construed in accordance with the
laws of the State of New York.                                                  

Miscellaneous                                                                   

The Company, as guarantor, is required to file annually with the      
Guarantee Trustee a certificate as to whether or not the Company is in          
compliance with all the conditions and covenants applicable to it under the     
Guarantee.                                                                      

RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE JUNIOR SUBORDINATED    
DEBENTURES AND THE GUARANTEE  

Full and Unconditional Guarantee                                                

Payments of Distributions and other amounts due on the Trust Preferred
Securities (to the extent the Issuer has funds available for the payment of     
such Distributions) are pursuant to the Guarantee irrevocably guaranteed by     
the Company as and to the extent set forth under "Description of Guarantee."    
Taken together, the Company's obligations under the Junior Subordinated         
Debentures, the Indenture, the Trust Agreement and the Guarantee provide, in    
the aggregate, a full, irrevocable and unconditional guarantee of payments of   
Distributions and other amounts due on the Trust Preferred Securities.  No      
single document standing alone or operating in conjunction with fewer than      
all of the other documents constitutes such guarantee.  It is only the          
combined operation of these documents that has the effect of providing a        

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full, irrevocable and unconditional guarantee of the Issuer's obligations       
under the Trust Preferred Securities.  If and to the extent that the Company    
does not make payments on any series of Junior Subordinated Debentures, the     
Issuer will not pay Distributions or other amounts due on the Trust Preferred   
Securities.  The Guarantee does not cover payment of Distributions when the     
Issuer does not have sufficient funds to pay such Distributions.  In such       
event, the remedy of a holder of Trust Preferred Securities is to institute     
a Direct Action against the Company.  The obligations of the Company under      
the Guarantee and the Junior Subordinated Debentures are subordinate and        
junior in right of payment to all Senior Debt of the Company.                   

Sufficiency of Payments                                                         

 As long as payments of interest and other payments are made when due on
the Junior Subordinated Debentures, such payments will be sufficient to cover   
Distributions and other payments due on the Trust Preferred Securities,         
primarily because (i) the aggregate principal amount of the Junior              
Subordinated Debentures will be equal to the sum of the aggregate stated        
Liquidation Amount of the Trust Securities; (ii) the interest rate and          
interest and other payment dates on the Junior Subordinated Debentures will     
match the Distribution rate and Distribution and other payment dates for the    
Trust Securities; (iii) the Company shall pay for all and any costs, expenses   
and liabilities of the Issuer except the Issuer's obligations to holders of     
the Trust Preferred Securities under the Trust Preferred Securities; and (iv)   
the Trust Agreement provides that the Issuer will not engage in any activity    
that is not consistent with the limited purposes of the Issuer.                 

Notwithstanding anything to the contrary in the Indenture, the Company
has the right to setoff any payment it is otherwise required to make            
thereunder with and to the extent the Company has theretofore made, or is       
concurrently on the date of such payment making, a payment under the            
Guarantee.                                                                      

Enforcement Rights of Holders of Trust Preferred Securities                     

A holder of any Trust Preferred Security may institute a legal        
proceeding directly against the Company to enforce its rights under the         
Guarantee without first instituting a legal proceeding against the Guarantee    
Trustee, the Issuer or any other person or entity.                              

  A default or event of default under any Senior Debt of the Company would
not constitute an Event of Default or Debenture Event of Default.  However,     
in the event of payment defaults under, or acceleration of, Senior Debt of      
the Company, the subordination provisions of the Indenture provide that no      
payments may be made in respect of the Junior Subordinated Debentures until     
such Senior Debt has been paid in full or any payment default thereunder has    
been cured or waived.  Failure to make required payments on any series of       
Junior Subordinated Debentures (absent a deferral of interest on the Junior     
Subordinated Debentures as permitted under the Indenture) would constitute a    
Debenture Event of Default.                                                     

Limited Purpose of Issuer                                                       

The Issuer exists for the sole purpose of issuing the Trust Preferred 
Securities and Common Securities, investing the proceeds thereof in Junior      
Subordinated  Debentures  and  engaging  in  those  activities  necessary  or   

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incidental thereto.  A principal difference between the rights of a holder of   
a Trust Preferred Security and a holder of a Junior Subordinated Debenture is   
that a holder of a Junior Subordinated Debenture is entitled to receive from    
the Company the principal amount of and interest accrued on Junior              
Subordinated Debentures held, while a holder of Trust Preferred Securities is   
entitled to receive Distributions from the Issuer (or from the Company under    
the Guarantee) if and to the extent the Issuer has funds available for the      
payment of such Distributions.                                                  

Rights Upon Dissolution                                                         

  Upon any voluntary or involuntary dissolution, winding-up or liquidation
of the Issuer involving the liquidation of the Junior Subordinated              
Debentures, after satisfaction of liabilities to creditors of the Issuer as     
provided by applicable law, the holders of the Trust Preferred Securities       
will be entitled to receive, out of the assets held by the Issuer, the          
Liquidation Distribution in cash.  See "Description of Trust Preferred          
Securities -- Dissolution and Liquidation; Distribution Upon Dissolution."      
Upon any voluntary or involuntary liquidation or bankruptcy of the Company,     
the Property Trustee, as holder of the Junior Subordinated Debentures would     
be an unsecured creditor of the Company subordinated in right of payment to     
all Senior Debt as set forth in the Indenture, but entitled to receive          
payment  in  full  of  principal and interest, before any stockholders of the   
Company receive payments or distributions.  Since the Company is the            
guarantor under the Guarantee, the positions of a holder of such Trust          
Preferred Securities and a holder of such Junior Subordinated Debentures        
relative to other creditors and to stockholders of the Company in the event     
of liquidation or bankruptcy of the Company are expected to be substantially    
the same.                                                                       

CERTAIN FEDERAL INCOME TAX CONSEQUENCES         

  The following is a summary of the principal United States federal income
tax consequences of the purchase, ownership and disposition of Trust            
Preferred Securities.  This summary only addresses the tax consequences to a    
person that acquires Trust Preferred Securities on their original issue at      
their original offering price and that is (i) an individual citizen or          
resident of the United States, (ii) a corporation or partnership organized in   
or under the laws of the United States or any state thereof or the District     
of Columbia or (iii) an estate or trust the income of which is subject to       
United States federal income tax regardless of source (a "United States         
Person").  This summary does not address all tax consequences that may be       
applicable to a United States Person that is a beneficial owner of Trust        
Preferred Securities, nor does it address the tax consequences to (i) persons   
that are not United States Persons, (ii) persons that may be subject to         
special treatment under United States federal income tax law, such as banks,    
insurance companies, thrift institutions, regulated investment companies,       
real estate investment trusts, tax-exempt organizations and dealers in          
securities or currencies, (iii) persons that will hold Trust Preferred          
Securities as part of a position in a "straddle" or as part of a "hedging,"     
"conversion" or other integrated investment transaction for federal income      
tax purposes, (iv) persons whose functional currency is not the United States   
dollar or (v) persons that do not hold Trust Preferred Securities as capital    
assets.                                                                         

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The statements of law or legal conclusion set forth in this summary   
constitute the opinion of the McNair Law Firm, P.A., special tax counsel to     
the Company and the Issuer.  This summary is based upon the Internal Revenue    
Code of 1986, as amended (the "Code"), Treasury Regulations, Internal Revenue   
Service ("IRS") rulings and pronouncements and judicial decisions now in        
effect, all of which are subject to change at any time.  Such changes may be    
applied retroactively in a manner that could cause the tax consequences to      
vary substantially from the consequences described below, possibly adversely    
affecting a beneficial owner of Trust Preferred Securities.  The authorities    
on which this summary is based are subject to various interpretations, and it   
is therefore possible that the federal income tax treatment of the purchase,    
ownership and disposition of Trust Preferred Securities may differ from the     
treatment described below.                                                      

  PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS
IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES AS TO THE FEDERAL TAX            
CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF TRUST PREFERRED      
SECURITIES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.      

Classification of the Issuer                                                    

Under current law and assuming compliance with the terms of the Trust 
Agreement, certain other documents and certain factual matters, the Issuer      
will not be taxable as a corporation for United States federal income tax       
purposes.  As a result, each beneficial owner of Trust Preferred Securities     
(a "Securityholder") will be required to include in its gross income its pro    
rata share of the interest income, including original issue discount, paid or   
accrued with respect to the Junior Subordinated Debentures whether or not       
cash is actually distributed to the Securityholders.  See "-- Interest Income   
and Original Issue Discount." No amount included in income with respect to      
the Trust Preferred Securities will be eligible for the dividends-received      
deduction.                                                                      

Interest Income and Original Issue Discount                                     

Under Treasury regulations applicable to debt instruments issued on or
after August 13, 1996 (the "Regulations"), a contingency that stated interest   
will not be timely paid that is "remote" because of the terms of the relevant   
debt instrument will be ignored in determining whether such debt instrument     
is issued with original issue discount ("OID").  As a result of terms and       
conditions of the Junior Subordinated Debentures that prohibit certain          
payments with respect to the Company's capital stock and indebtedness if the    
Company elects to extend interest payment periods, the Company believes that    
the likelihood of its exercising its option to defer payments is remote.        
Based on the foregoing, the Company believes that the Junior Subordinated       
Debentures will not be considered to be issued with OID at the time of their    
original issuance and, accordingly, a Securityholder should include in gross    
income such holder's allocable share of interest on the Junior Subordinated     
Debentures, in accordance with such Securityholder's method of accounting.      
The following discussion assumes that unless and until the Company exercises    
its option to defer interest on the Junior Subordinated Debentures, the         
Junior Subordinated Debentures will not be considered as issued with OID.       

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 Under the Regulations, if the Company exercises its option to defer any
payment of interest, then the Junior Subordinated Debentures would at that      
time be treated as issued with OID, and all stated interest on the Junior       
Subordinated Debentures would thereafter be treated as OID as long as the       
Junior Subordinated Debentures remain outstanding.  In such event, all of a     
Securityholder's taxable interest income with respect to the Junior             
Subordinated Debentures would be accounted for as OID on an economic-accrual    
basis regardless of such holder's method of tax accounting, and actual          
distributions of stated interest would not be reported as taxable income.       
Consequently, a Securityholder would be required to include in gross income     
OID even though the Company would not make any actual cash payments during an   
Extension Period.                                                               

The Regulations have not been addressed in any rulings or other       
interpretations by the IRS, and it is possible that the IRS could take a        
position contrary to the interpretation herein.                                 

Because income on the Trust Preferred Securities will constitute      
interest or OID, corporate Securityholders will not be entitled to a            
dividends-received deduction with respect to any income recognized with         
respect to the Trust Preferred Securities.                                      

Distribution of Junior Subordinated Debentures to Holders of Trust Preferred    
Securities                                                                      

Under current law, a distribution by the Issuer of the Junior         
Subordinated Debentures as described under the caption "Description of Trust    
Preferred Securities -- Dissolution and Liquidation; Distribution Upon          
Dissolution" will be non-taxable and will result in the Securityholder          
receiving directly its pro rata share of the Junior Subordinated Debentures     
previously held indirectly through the Issuer, with a holding period and        
aggregate-tax basis equal to the holding period and aggregate-tax basis such    
Securityholder had in its Trust Preferred Securities before such                
distribution.  If, however, the liquidation of the Issuer were to occur         
because the Issuer is subject to United States federal income tax with          
respect to income accrued or received on the Junior Subordinated Debentures,    
then the distribution of Junior Subordinated Debentures to Securityholders by   
the Issuer would be a taxable event to the Issuer and each Securityholder,      
and each Securityholder would recognize gain or loss as if the Securityholder   
had exchanged its Trust Preferred Securities for the Junior Subordinated        
Debentures it received upon the liquidation of the Issuer.  A Securityholder    
will include interest in income in respect of Junior Subordinated Debentures    
received from the Issuer in the manner described above under "-- Interest       
Income and Original Issue Discount."                                            

Sale or Redemption of Trust Preferred Securities                                

A Securityholder that sells (including a redemption for cash) Trust   
Preferred Securities will recognize gain or loss equal to the difference        
between its adjusted tax basis in the Trust Preferred Securities and the        
amount realized on the sale of such Trust Preferred Securities.  Assuming       
that the Company does not exercise its option to defer payment of interest on   
the Junior Subordinated Debentures, a Securityholder's adjusted tax basis in    
the Trust Preferred Securities generally will be its initial purchase price.    
If the Junior Subordinated Debentures are deemed to be issued with OID, as a    
result  of  the  Company's  deferral of interest payments, a Securityholder's   

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adjusted tax basis in the Trust Preferred Securities generally will be its      
initial purchase price, increased by OID previously includable in such          
Securityholder's gross income to the date of disposition and decreased by       
Distributions or other payments received on the Trust Preferred Securities      
since and including the date of the first Extension Period.  Such gain or       
loss generally will be a capital gain or loss, except to the extent any         
amount realized is treated as a payment of accrued interest with respect to     
such Securityholder's pro rata share of the Junior Subordinated Debentures      
required to be included in income.  Generally gain or losses from the           
disposition of Trust Preferred Securities held for more than one year will be   
a long-term capital gain or loss and gain from the disposition of such          
securities held for more the 18 months may be subject to tax at the lower       
adjusted net capital gains rate.                                                

 Should the Company exercise its option to defer any payment of interest
on the Junior Subordinated Debentures, the Trust Preferred Securities may       
trade at a price that does not accurately reflect the value of accrued but      
unpaid interest with respect to the underlying Junior Subordinated              
Debentures.  In the event of such a deferral, a Securityholder who disposes     
of its Trust Preferred Securities between record dates for payments of          
distributions thereon will be required to include in income as ordinary         
income accrued but unpaid interest on the Junior Subordinated Debentures to     
the date of disposition and to add such amount to its adjusted tax basis in     
its Trust Preferred Securities.  To the extent the selling price is less than   
the Securityholder's adjusted tax basis, such holder will recognize a capital   
loss.  Subject to certain limited exceptions, capital losses cannot be          
applied to offset ordinary income for United States federal income tax          
purposes.                                                                       

Backup Withholding Tax and Information Reporting                                

The amount of interest income paid and OID accrued on the Trust       
Preferred Securities held of record by United States Persons (other than        
corporations and other exempt Securityholders) will be reported to the IRS.     
"Backup" withholding at a rate of 31% will apply to payments of interest to     
nonexempt United States Persons unless the Securityholder furnishes its         
taxpayer identification number in the manner prescribed in applicable           
Treasury Regulations, certifies that such number is correct, certifies as to    
no loss of exemption from backup withholding and meets certain other            
conditions.                                                                     

Payment of the proceeds from the disposition of Trust Preferred       
Securities to or through the United States office of a broker is subject to     
information reporting and backup withholding unless the holder or beneficial    
owner establishes an exemption from information reporting and backup            
withholding.                                                                    

 Any amounts withheld from a Securityholder under the backup withholding
rules will be allowed as a refund or a credit against such Securityholder's     
United States federal income tax liability, provided the required information   
is furnished to the IRS.                                                        

 It is anticipated that income on the Trust Preferred Securities will be
reported to holders on Form 1099 and mailed to holders of the Trust Preferred   
Securities by January 31 following each calendar year.                          

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UNDERWRITING    

Under the terms and subject to the conditions contained in an         
Underwriting Agreement dated October 22, 1997 (the "Underwriting Agreement"),   
the underwriters named below (the "Underwriters") have severally but not        
jointly agreed to purchase from the Issuer, the following respective numbers    
of the Trust Preferred Securities.                                              

Underwriters                                         Number of Securities 

Credit Suisse First Boston Corporation                        1,200,000         
PaineWebber Incorporated                                        800,000         
Total                                                  2,000,000  

The Underwriting Agreement provides that the obligations of the       
Underwriters are subject to certain conditions precedent and that the           
Underwriters are committed to purchase all of the Trust Preferred Securities    
offered hereby if any are taken.                                                

The Issuer has been informed by the Underwriters that the Underwriters
propose to offer the Trust Preferred Securities to the public initially at      
the public offering price set forth on the cover page of this Prospectus and    
to certain dealers at such price less a concession of $0.50 per Trust           
Preferred Security, and the Underwriters and such dealers may allow a           
discount of $0.25 per Trust Preferred Security on sales to certain other        
dealers.  After the initial public offering, the offering price and             
concession and discount may be changed by the Underwriters.                     

In view of the fact that the proceeds from the sale of the Trust      
Preferred Securities will be used to purchase the Junior Subordinated           
Debentures issued by the Company, the Underwriting Agreement provides that      
the Company will pay as Underwriters' compensation for the Underwriters         
arranging the investment therein of such proceeds an amount of $0.7875 per      
Trust Preferred Security for the account of the Underwriters; provided,         
however, that compensation for sales of the Trust Preferred Securities to       
certain institutions will be $0.50 per Trust Preferred Security.                

  The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with             
Regulation M under the Exchange Act.  Over-allotment involves syndicate sales   
in excess of the offering size, which creates a syndicate short position.       
Stabilizing transactions permit bids to purchase the underlying security so     
long as the stabilizing bids do not exceed a specified maximum.  Syndicate      
covering transactions involve purchases of the Trust Preferred Securities in    
the open market after the distribution has been completed in order to cover     
syndicate short positions.  Penalty bids permit the Underwriters to reclaim     
a selling concession from a syndicate member when the Trust Preferred           
Securities originally sold by such syndicate member are purchased in a          
syndicate covering transaction to cover syndicate short positions.  Such        
stabilizing transactions, syndicate covering transactions and penalty bids      
may cause the price of the Trust Preferred Securities to be higher than it      
would otherwise be in the absence of such transactions.  These transactions     
may be effected on the NYSE or otherwise and, if commenced, may be              
discontinued at any time.                                                       

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The Trust Preferred Securities are a new issue of securities with no  
established trading market.  The Trust Preferred Securities have been           
approved for listing, subject to notice of issuance, on the NYSE, under the     
symbol SAC PrT.  In order to meet one of the requirements for listing the       
Trust Preferred Securities on the NYSE, the Underwriters have undertaken to     
sell lots of 100 or more Trust Preferred Securities to a minimum of 400         
beneficial holders.  No assurance can be given as to the liquidity of the       
trading market for the Trust Preferred Securities.                              

The Company and the Issuer have agreed to indemnify the Underwriters  
against certain liabilities, including civil liabilities under the Securities   
Act of 1933, as amended, or contribute to payments which the Underwriters may   
be required to make in respect thereof.                                         

The Underwriters or their affiliates have provided from time to time, 
and expect to provide in the future, investment or commercial banking           
services to the Company and its affiliates, for which the Underwriters or       
their affiliates have received or will receive customary fees and               
commissions.                                                                    

NOTICE TO CANADIAN RESIDENTS          

Resale Restrictions                                                             

The distribution of the Trust Preferred Securities in Canada is being 
made only on a private placement basis exempt from the requirement that the     
Company prepare and file a prospectus with the securities' regulatory           
authorities in each province where trades of Trust Preferred Securities are     
effected. Accordingly, any resale of the Trust Preferred Securities in Canada   
must be made in accordance with applicable securities laws which will vary      
depending on the relevant jurisdiction, and which may require resales to be     
made in accordance with available statutory exemptions or pursuant to a         
discretionary exemption granted by the applicable Canadian securities           
regulatory authority.  Purchasers are advised to seek legal advice prior to     
any resale of the Trust Preferred Securities.                                   

Representations of Purchasers                                                   

Each purchaser of Trust Preferred Securities in Canada who receives a   
purchase confirmation will be deemed to represent to the Company and the        
dealer from whom such purchase confirmation is received that (i) such           
purchaser is entitled under applicable provincial securities laws to purchase   
such Trust Preferred Securities without the benefit of a prospectus qualified   
under such securities laws, (ii) where required by law, that such purchaser     
is purchasing as principal and not as agent, and (iii) such purchaser has       
reviewed the text above under "-Resale Restrictions."                           

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Rights of Action (Ontario Purchasers)                                           

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by       
section 32 of the Regulation under the Securities Act (Ontario).  As a          
result, Ontario purchasers must rely on other remedies that may be available,   
including common law rights of  action for damages or rescission or rights of   
action under the civil liability provisions of the U. S. federal securities     
laws.                                                                           

Enforcement of Legal Rights                                                     

 All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be         
possible for Canadian purchasers to effect service of process within Canada     
upon the issuer or such persons.  All or a substantial portion of the assets    
of the issuer and such persons may be located outside of Canada and, as a       
result, it may not be possible to satisfy a judgment against the issuer or      
such persons in Canada or to enforce a judgment obtained in Canadian courts     
against such issuer or persons outside of Canada.                               

Notice to British Columbia Residents                                            

A purchaser of Trust Preferred Securities to whom the Securities Act  
(British Columbia) applies is advised that such purchaser is required to file   
with the British  Columbia Securities Commission a report within ten days of    
the sale of any Trust Preferred Securities acquired by such purchaser           
pursuant to this offering.  Such report must be in the form attached to         
British Columbia Securities Commission Blanket Order BOR #95/17, a copy of      
which may be obtained from the Company.  Only one such report must be filed     
in respect of Trust Preferred Securities acquired on the same date and under    
the same prospectus exemption.                                                  

Taxation and Eligibility for Investment                                         

Canadian purchasers of Trust Preferred Securities should consult their
own legal and tax advisors with respect to the tax consequence of an            
investment in the Trust Preferred Securities in their particular                
circumstances and with respect to the eligibility of the Trust Preferred        
Securities for investment by the purchaser under relevant Canadian              
legislation.                                                                    

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VALIDITY          

Certain legal matters in connection with this offering will be passed 
upon for the Company by the McNair Law Firm, P.A., Columbia, South Carolina     
and H. T. Arthur, Esquire, Columbia, South Carolina, who is General Counsel     
and a full-time employee of SCANA, and for the Underwriters by Reid & Priest    
LLP, New York, New York.  Certain matters of Delaware law relating to the       
validity of the Trust Preferred Securities, the enforceability of the Trust     
Agreement and the creation of the Issuer will be passed upon by Richards,       
Layton & Finger, Wilmington, Delaware, special Delaware counsel to the          
Company and the Issuer.  The McNair Law Firm, P.A., H. T. Arthur, Esquire and   
Reid & Priest LLP will rely as to certain matters of Delaware law upon the      
opinion of Richards, Layton & Finger, the McNair Law Firm, P.A. and H. T.       
Arthur, Esquire, will rely on the opinion of Reid & Priest LLP as to all        
matters of New York law, and Reid & Priest LLP will rely on the opinion of H.   
T. Arthur, Esquire, as to all matters of South Carolina law.  Certain matters   
relating to United States federal income tax considerations will be passed      
upon for the Company and the Issuer by the McNair Law Firm, P.A.                

EXPERTS         

  The consolidated financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended      
December 31, 1996 have been audited by Deloitte & Touche LLP, independent       
auditors, as stated in their report, which is incorporated herein by            
reference, and have been so incorporated in reliance upon the report of such    
firm given upon their authority as experts in accounting and auditing.          

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No dealer, salesperson or other                                                 
person has been authorized to give                                              
any information or to make any                                                  
representation not contained in                       $50,000,000               
this prospectus and, if given or                                                
made, such information or represen-                  SCE&G TRUST I              
tation must not be relied upon as                                               
having been authorized by the                            7.55%                  
Company, the Issuer or any under-       Trust Preferred Securities, Series A    
writer.  This prospectus does not            (Liquidation Amount $25            
constitute an offer to sell or a           per Trust Preferred Security)        
solicitation of an offer to buy        fully and unconditionally guaranteed     
any of the securities offered hereby           as described herein by           
in any jurisdiction to any person                                               
to whom it is unlawful to make such                                             
offer in such jurisdiction.  Neither          SOUTH CAROLINA ELECTRIC &         
the delivery of this prospectus nor                  GAS COMPANY                
any sale made hereunder shall, under                                            
any circumstances, create any impli-                                            
cation that the information herein is                                           
correct as of any time subsequent to                                            
the date hereof or that there has been                                          
no change in the affairs of the                                                 
Company or the Issuer since such date.                                          
____________________                                                

TABLE OF CONTENTS                                                 
                  Page                    PROSPECTUS
PROSPECTUS                                                  

Available Information...........  3                                             
Incorporation of Certain                                                        
Documents by Reference........  4                                           
Prospectus Summary..............  5                                             
Risk Factors....................  7                                             
The Company.....................  9             Credit Suisse First Boston      
The Issuer...................... 10                                             
Selected Financial Data......... 11              PaineWebber Incorporated       
Ratios of Earnings to Fixed                                                     
Charges....................... 11                                           
Use of Proceeds................. 12                                             
Accounting Treatment............ 12                                             
Description of Trust Preferred                                                  
Securities.................... 12                                           
Description of Junior                                                           
Subordinated Debentures....... 23                                           
Description of Guarantee........ 34                                             
Relationship  Among the Trust                                                   
Preferred Securities, the                                                   
Junior Subordinated Debentures                                              
and the Guarantee............. 36                                           
Certain Federal Income Tax                                                      
Consequences.................. 37                                           
Underwriting.................... 40                                             
Notice to Canadian Residents.... 41                                             
Validity........................ 42                                             
Experts......................... 42                                             

60                                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
		9/30/27		1		33
		9/30/02		4		34			10-Q
		12/31/97		3		33			10-K
		10/28/97		2
Filed on:		10/23/97
		10/22/97		2		56
		10/10/97		17
		10/8/97		7		14
		6/30/97		6		16			10-Q
		3/31/97		6					10-Q
		12/31/96		6		59			10-K
		8/13/96		53					10-Q
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