[EXECUTION    COPY]       




                         U.S. $65,000,000


             RECEIVABLES PURCHASE AND SALE AGREEMENT


                    Dated as of June 30, 1989


           As AMENDED and RESTATED as of APRIL 15, 1994


                              Among


                        IES UTILITIES INC.


                            as Seller


                               and


                           CIESCO L.P.


                         as the Investor


                               and


                   CITICORP NORTH AMERICA, INC.


                             as Agent  


                        TABLE OF CONTENTS



Section                                                      Page


Preliminary Statements  . . . . . . . . . . . . . . . . . . . . 1


                            ARTICLE I
                           DEFINITIONS


Section 1.01.  Certain Defined Terms  . . . . . . . . . . . . . 2

Section 1.02.  Other Terms  . . . . . . . . . . . . . . . . .  19

Section 1.03.  Computation of Time Periods  . . . . . . . . .  20


                            ARTICLE II
                AMOUNTS AND TERMS OF THE PURCHASES


Section 2.01.  Facility . . . . . . . . . . . . . . . . . . .  20

Section 2.02.  Making Purchases . . . . . . . . . . . . . . .  20

Section 2.03.  Termination or Reduction of the Purchase
               Limit  . . . . . . . . . . . . . . . . . . . .  21

Section 2.04.  Eligible Asset . . . . . . . . . . . . . . . .  21

Section 2.05   Non-Liquidation Settlement Procedures  . . . .  22

Section 2.06.  Liquidation Settlement Procedures  . . . . . .  23

Section 2.07.  General Settlement Procedures  . . . . . . . .  23

Section 2.08.  Payments and Computations, Etc.  . . . . . . .  24

Section 2.09.  Dividing or Combining of Eligible Assets . . .  25

Section 2.10.  Fees . . . . . . . . . . . . . . . . . . . . .  25

Section 2.11.  Recourse for Defaulted Receivables . . . . . .  26

Section 2.12.  Eurodollar Increased Costs . . . . . . . . . .  27

Section 2.13.  Additional Yield on Eligible Assets
                    Bearing a Eurodollar Rate . . . . . . . .  27


                           ARTICLE III
                     CONDITIONS OF PURCHASES


Section 3.01.  Condition Precedent to Initial Purchase  . . .  28

Section 3.02.  Conditions Precedent to the Effectiveness
               of the Amendment and Restatement of the
               Original Agreement . . . . . . . . . . . . . .  29

Section 3.03.  Conditions Precedent to All Purchases and
               Reinvestments  . . . . . . . . . . . . . . . .  30


                            ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES


Section 4.01.  Representations and Warranties of the
               Seller . . . . . . . . . . . . . . . . . . . .  31


                            ARTICLE V
                 GENERAL COVENANTS OF THE SELLER


Section 5.01.  Affirmative Covenants of the Seller  . . . . .  34

Section 5.02.  Reporting Requirements of the Seller . . . . .  35

Section 5.03.  Negative Covenants of the Seller . . . . . . .  36


                            ARTICLE VI
                  ADMINISTRATION AND COLLECTION


Section 6.01.  Designation of Collection Agent  . . . . . . .  37

Section 6.02.  Duties of Collection Agent . . . . . . . . . .  38

Section 6.03.  Rights of the Agent  . . . . . . . . . . . . .  39

Section 6.04.  Responsibilities of the Seller . . . . . . . .  40

Section 6.05.  Further Action Evidencing Purchases  . . . . .  40


                           ARTICLE VII
                EVENTS OF INVESTMENT INELIGIBILITY


Section 7.01.  Events of Investment Ineligibility . . . . . .  41


                           ARTICLE VIII
                            THE AGENT

Section 8.01.  Authorization and Action . . . . . . . . . . .  43

Section 8.02.  Agent's Reliance, Etc. . . . . . . . . . . . .  44

Section 8.03.  CNAI and Affiliates  . . . . . . . . . . . . .  44

Section 8.04.  Investor's Purchase Decision . . . . . . . . .  44


                            ARTICLE IX
                  ASSIGNMENT OF ELIGIBLE ASSETS


Section 9.01.  Assignment . . . . . . . . . . . . . . . . . .  45

Section 9.02.  Annotation of Certificate  . . . . . . . . . .  45


                            ARTICLE X
                         INDEMNIFICATION


Section 10.01.  Indemnities by the Seller . . . . . . . . . .  45


                            ARTICLE XI
                          MISCELLANEOUS


Section 11.01.  Amendments, Etc.  . . . . . . . . . . . . . .  47

Section 11.02.  Notices, Etc. . . . . . . . . . . . . . . . .  47

Section 11.03.  No Waiver; Remedies . . . . . . . . . . . . .  48

Section 11.04.  Binding Effect; Assignability . . . . . . . .  48

Section 11.05.  Governing Law . . . . . . . . . . . . . . . .  48

Section 11.06.  Costs, Expenses and Taxes . . . . . . . . . .  48

Section 11.07.  No Proceedings  . . . . . . . . . . . . . . .  50

Section 11.08.  Confidentiality . . . . . . . . . . . . . . .  50

Section 11.09.  Execution in Counterparts . . . . . . . . . .  50

Section 11.10.  Amendment of Original Certificate . . . . . .  50


                             EXHIBITS

EXHIBIT A      Form of Certificate

EXHIBIT B      Form of Investor Report

EXHIBIT C      Form of Opinion of Counsel for the Seller

EXHIBIT D      Notice of Purchase of an Eligible Asset at a Fixed
                     Rate

SCHEDULE I     List of Special Account Banks


             RECEIVABLES PURCHASE AND SALE AGREEMENT

                    Dated as of June 30, 1989

           as Amended and Restated as of April 15, 1994



          IES UTILITIES  INC.  (formerly known  as Iowa  Electric
Light  and Power  Company), an  Iowa corporation  (the "Seller"),
CIESCO L.P., a New York limited partnership (the "Investor"), and
CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as
agent  (the "Agent") for the  Owner (as defined  below), agree as
follows:


          PRELIMINARY STATEMENTS.   (1)  Certain terms  which are
capitalized and  used throughout  this Agreement (in  addition to
those defined above) are defined in Article I of this Agreement.

          (2)  The  Seller  has,   and  expects  to  have,   Pool
Receivables  in  which  the  Seller  intends  to  sell  interests
referred to herein as Eligible Assets.

          (3)  The Investor  desires to purchase  Eligible Assets
from the Seller.

          (4)  In  consideration  of  the  reinvestment  in  Pool
Receivables  of  daily Collections  (other  than  with regard  to
accrued  Yield  and  Collection  Agent Fee)  attributable  to  an
Eligible  Asset,  the  Seller will  sell  to  the  Owner of  such
Eligible Asset  additional interests  in the Pool  Receivables as
part  of   such  Eligible   Asset  until  such   reinvestment  is
terminated.   It  is  intended that  such  daily reinvestment  of
Collections  be effected by an automatic daily adjustment to each
Owner's Eligible Assets.

          (5)  CNAI has been requested and  is willing to act  as
Agent.

          (6)  The Seller,  the  Investor  and  CNAI,  as  Agent,
entered into a Receivables Purchase and  Sale Agreement, dated as
of June  30, 1989, and  an Amendment No.  1 thereto, dated  as of
September 27, 1991 (collectively, the "Original Agreement").

          (7)   The  Seller,  the Investor  and  CNAI, as  Agent,
desire to amend and restate the Original Agreement.

          NOW, THEREFORE, the parties agree as follows:


                            ARTICLE I

                           DEFINITIONS


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

          "Adverse  Claim" means  a  lien, security  interest  or
other  charge  or  encumbrance,  or other  type  of  preferential
arrangement.

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

          "Affiliated  Obligor"  means any  Obligor  which is  an
Affiliate of another Obligor.

          "Agent's  Account" means  the special  account (account
number  4051-9819)  of the  Agent  maintained  at  the office  of
Citibank at 399 Park Avenue, New York, New York.

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

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

          (b)  1/2  of one  percent above  the  latest three-week
     moving average of secondary market morning offering rates in
     the United States for three-month certificates of deposit of
     major  United States  money  market banks,  such  three-week
     moving average  being determined weekly on  each Monday (or,
     if such day  is not a Business  Day, on the next  succeeding
     Business  Day)  for  the  three-week period  ending  on  the
     previous  Friday  by Citibank  on  the basis  of  such rates
     reported by certificate of  deposit dealers to and published
     by  the Federal  Reserve  Bank  of  New  York  or,  if  such
     publication shall  be suspended or terminated,  on the basis
     of quotations for such rates received by Citibank from three
     New  York  certificate  of  deposit  dealers  of  recognized
     standing selected  by Citibank,  in either case  adjusted to
     the nearest 1/4  of one percent or,  if there is  no nearest
     1/4 of one percent, to the next higher 1/4 of one percent.

          "Assessment Rate" for any Fixed Period means the annual
assessment  rate per annum estimated by Citibank on the first day
of such  Fixed Period  for  determining the  then current  annual
assessment payable  by Citibank to the  Federal Deposit Insurance
Corporation (or any successor)  for insuring U.S. dollar deposits
of Citibank in the United States.

          "Assignee  Rate"  for any Fixed Period for any Eligible
Asset means an interest rate per annum equal to

          (x)  the sum of:

               (a)  the  rate per annum  obtained by dividing (i)
          the consensus bid rate  determined by Citibank (rounded 
          upward to the nearest whole multiple of 1/100 of 1% per
          annum,  if  such  consensus  bid  rate  is  not  such a
          multiple)  for the  bid rates  per annum, at  9:00 A.M.
          (New  York  City  time)   (or  as  soon  thereafter  as
          practicable)  on the Business Day immediately preceding
          the  first  day  of  such  Fixed  Period  of  New  York
          certificate  of deposit dealers  of recognized standing
          selected by Citibank  for the purchase at face value of
          certificates of deposit of Citibank in New York City in
          an  amount approximately  equal  or comparable  to  the
          Capital of such  Eligible Asset on  such first day  and
          with a maturity equal  to such Fixed Period, by  (ii) a
          percentage  equal  to   100%  minus   the  CD   Reserve
          Percentage for such Fixed Period, plus

               (b)  in  the event  that  the  Seller's long  term
          public senior  debt securities  are not rated  at least
          BBB-  by  Standard &  Poor's  Corporation  and Baa3  by
          Moody's Investors  Services, Inc.  (or, if none  of the
          Seller's  long-term public  senior debt  securities are
          publicly  rated  at such  time,  the  Agent shall  have
          determined, in  its sole  discretion, that any  of such
          securities  would not  receive at  least the  specified
          ratings if they were publicly rated), 1%, plus

               (c)  the Assessment Rate for such Fixed Period;

     or, at the option of the Agent, upon notice to the Seller,

          (y) the sum of:

               (a)  0.175%  per annum  above the  Eurodollar Rate
          for such Fixed Period, plus

               (b)  in  the event  that  the  Seller's  long-term
          public senior  debt securities  are not rated  at least
          BBB-by  Standard  &  Poor's  Corporation  and  Baa3  by
          Moody's Investors  Services, Inc.  (or, if none  of the
          Seller's  long-term public  senior debt  securities are
          publicly  rated  at such  time,  the  Agent shall  have
          determined, in  its sole  discretion, that any  of such
          securities  would not  receive at  least  the specified
          ratings if they were publicly rated), 1%;

provided that

          (i) for any Fixed Period  on or prior to the  first day
     on  which the Owner shall  have notified the  Agent that the
     introduction of or any change in or in the interpretation of
     any law or regulation makes it unlawful, or any central bank
     or other governmental authority asserts that it is unlawful,
     for  the Owner to fund  such Eligible Asset  at the Assignee
     Rate  set  forth   above  (and  the  Owner  shall  not  have
     subsequently notified the  Agent that such  circumstances no
     longer exist),

          (ii)  in the case  of any Fixed  Period of one  to (and
     including) 29 days, 

          (iii)  in the case of any  Fixed Period as to which the
     Agent does not receive  notice by 12:00 noon (New  York City
     time) on the third  Business Day preceding the first  day of
     such Fixed Period, that the  related Eligible Asset will not
     be funded by issuance of commercial paper, and

          (iv)  in the case of  any Fixed Period  for an Eligible
     Asset  the Capital of which  allocated to the  Owner is less
     than $500,000,

the  "Assignee Rate" for such  Fixed Period shall  be an interest
rate per annum equal to the  Alternate Base Rate in effect on the
first day of such  Fixed Period; provided further that  the Agent
and  the Seller  may agree in  writing from  time to  time upon a
different "Assignee Rate".

          "Average  Maturity"  means,  on  any  day,  that period
(expressed in days)  equal to  the average maturity  of the  Pool
Receivables as shall be calculated by the Collection Agent as set
forth in the most  recent Investor Report in accordance  with the
provisions thereof;  provided that,  if the Agent  shall disagree
with any such calculation, the  Agent may recalculate the Average
Maturity for such day.

          "Business Day" means any day on which (i) banks are not
authorized or required to close in New York City and (ii) if this
definition of "Business  Day" is utilized in  connection with the
Eurodollar Rate, dealings are carried out in the London interbank
market.

          "Capital"  of any  Eligible  Asset means  the  original
amount paid to the Seller for such Eligible Asset at  the time of
its acquisition  by the Investor  pursuant to  Sections 2.01  and
2.02,  or  such amount  divided or  combined  by any  dividing or
combining of  such Eligible  Asset pursuant  to Section 2.09,  in
each case reduced from  time to time by Collections  received and
distributed on account of such Capital pursuant  to Section 2.06;
provided  that, if such Capital of such Eligible Asset shall have
been reduced  by any distribution  of any portion  of Collections
and thereafter  such distribution is rescinded  or must otherwise
be returned for any  reason, such Capital of such  Eligible Asset
shall be increased  by the  amount of such  distribution, all  as
though such distribution had not been made.

          "CD Reserve Percentage" for  any Fixed Period means the
reserve percentage  applicable  on the  first day  of such  Fixed
Period under regulations issued from time to time by the Board of
Governors of  the Federal Reserve  System (or any  successor) for
determining the maximum reserve  requirement (including, but  not
limited to, any emergency, supplemental or other marginal reserve
requirement) for Citibank with  respect to liabilities consisting
of or including (among other liabilities) U.S. dollar nonpersonal
time deposits in  the United States with a maturity equal to such
Fixed Period.

          "Certificate"  means  the   Original  Certificate,   as
amended  by  the  amendment   and  restatement  of  the  Original
Agreement. 

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

          "Citibank Agreement" means the Receivables Purchase and
Sale  Agreement,  dated  as of  June  30,  1989,  as amended  and
restated as of  April 15,  1994, among the  Seller, Citibank  and
CNAI, individually and  as Agent, as  the same may, from  time to
time, be amended, modified or supplemented.

          "Collection  Agent"  means  at  any  time  the   Person
(including the  Agent) then authorized pursuant to  Article VI to
service, administer and collect Pool Receivables.

          "Collection  Agent Fee"  has the  meaning  specified in
Section 2.10.

          "Collection Agent  Fee Reserve" for  any Eligible Asset
at any time means the sum of (i) the Liquidation Collection Agent
Fee for  such Eligible Asset  at such time  plus (ii) the  unpaid
Collection Agent  Fee relating to such Eligible  Asset accrued to
such time.

          "Collections"   means,   with  respect   to   any  Pool
Receivable, all cash collections and other cash proceeds  of such
Pool Receivable, including, without limitation, all cash proceeds
of Related Security with respect to such Pool Receivable, and any
Collection of such  Pool Receivable deemed to  have been received
pursuant to Section 2.07.

          "Concentration  Account"  means  the   special  account
(account  number 110-00010-6)  of  the Seller  maintained at  the
office  of Firstar Bank of  Cedar Rapids, N.A.,  at Second Avenue
and Third Street, Cedar Rapids, Iowa.

          "Concentration Limit" for any Obligor means at any time
3%, or such other  percentage ("Special Concentration Limit") for
such  Obligor designated by the  Agent in a  writing delivered to
the Seller;  provided that, in  the case  of an Obligor  with any
Affiliated Obligor,  the Concentration Limit shall  be calculated
as if such Obligor  and such Affiliated Obligor are  one Obligor;
provided  further   that  the   Agent  may  cancel   any  Special
Concentration  Limit  upon three  Business  Days'  notice to  the
Seller.

          "Contract" means any of the Tariffs.

          "CP Fixed  Period Date" means, for  any Eligible Asset,
the  date of Purchase of  such Eligible Asset  and thereafter the
last day  of  each calendar  month  (or, if  such  day is  not  a
Business  Day, the  immediately succeeding  Business Day)  or any
other day  as shall have been  agreed to in writing  by the Agent
and  the Seller  prior to  the first day  of the  preceding Fixed
Period for such Eligible Asset or, if there is no preceding Fixed
Period, prior to the first day of such Fixed Period.

          "Credit and Collection Policy"  means those credit  and
collection policies  and practices in  effect on the  date hereof
relating to Contracts and Receivables described in Schedule II to 
the Original  Agreement, as  modified in compliance  with Section
5.03(c).

          "Debt" means (i) indebtedness  for borrowed money, (ii)
obligations  evidenced  by  bonds,  debentures,  notes  or  other
similar  instruments,  (iii)  obligations  to  pay  the  deferred
purchase  price  of property  or  services,  (iv) obligations  as
lessee  under leases  which  shall have  been  or should  be,  in
accordance   with   generally  accepted   accounting  principles,
recorded  as  capital leases,  (v)  obligations  under direct  or
indirect guaranties in respect of, and obligations (contingent or
otherwise)  to purchase  or  otherwise acquire,  or otherwise  to
assure a  creditor against  loss in  respect of,  indebtedness or
obligations of others  of the  kinds referred to  in clauses  (i)
through  (iv) above, and (vi) liabilities  in respect of unfunded
vested benefits under plans covered by Title IV of ERISA.

          "Default  Ratio"  means  the   ratio  (expressed  as  a
percentage) computed as of the last day of each calendar month by
dividing  (i)  the  aggregate  Outstanding Balance  of  all  Pool
Receivables that were Defaulted Receivables on such date or would
have  been Defaulted Receivables on  such date had  they not been
written off the books of the Seller during such month by (ii) the
aggregate  Outstanding Balance  of all  Pool Receivables  on such
date.

          "Defaulted Receivable" means a Receivable:

          (i)   as to which any payment, or part thereof, remains
     unpaid  for 90 days or  more from the  original due date for
     such payment;

          (ii)  as  to which  the Obligor thereof  has taken  any
     action,  or  suffered  any  event  to  occur,  of  the  type
     described in Section 7.01(g); or

          (iii) which, consistent with  the Credit and Collection
     Policy,  would   be  written  off  the   Seller's  books  as
     uncollectible.

          "Delinquency  Ratio"  means the  ratio (expressed  as a
percentage) computed as of the last day of each calendar month by
dividing  (i)  the  aggregate  Outstanding Balance  of  all  Pool
Receivables  that were Delinquent Receivables  at the end of such
month  by (ii)  the  aggregate Outstanding  Balance  of all  Pool
Receivables on such date.

          "Delinquent Receivable" means a Receivable  that is not
a Defaulted Receivable and:

          (i)  as to which any  payment, or part thereof, remains
     unpaid for thirty days or more from the original due date of
     such payment; or

          (ii) which,  consistent with the  Credit and Collection
     Policy, would be classified as delinquent by the Seller.

          "Designated Account"  means an account in  the name of,  
and owned  by, CNAI, as  Agent, designated by  the Agent  for the
purpose of receiving Collections of Pool Receivables.

          "Designated Obligor" means, at  any time, each Obligor;
provided  that any Obligor shall cease to be a Designated Obligor
upon three Business Days' notice by the Agent to the Seller.

          "Eligible  Asset"  means,  at  any  time, an  undivided
percentage  ownership  interest at  such  time  in (i)  all  then
outstanding  Pool Receivables arising  prior to  the time  of the
most  recent  computation  or  recomputation  of  such  undivided
percentage interest  pursuant to  Section 2.04, (ii)  all Related
Security  with respect  to such  Pool Receivables  and (iii)  all
Collections with respect  to, and  other proceeds  of, such  Pool
Receivables.    Such  undivided  percentage  interest   for  such
Eligible Asset shall be computed as


                          C + YR + CAFR
                               NRPB
where:

     C    =    the Capital of such Eligible Asset  at the time of
               such computation;

     YR   =    the Yield  Reserve of  such Eligible Asset  at the
               time of such computation;

     CAFR =    the Collection Agent Fee Reserve of  such Eligible
               Asset at the time of such computation; and

     NRPB =    the Net  Receivables Pool  Balance at the  time of
               such computation.

Each  Eligible  Asset shall  be  determined  from  time  to  time
pursuant to the provisions of Section 2.04.

          "Eligible  Receivable"  means,  at  any  time  and with
respect to any Eligible Asset, a Receivable:

          (i)  the  Obligor  of  which  (A) is  a  United  States
     resident,  (B) is  not an  Affiliate of  any of  the parties
     hereto  (except  in the  case of  this  clause (B)  for such
     Receivables as shall  not, in the aggregate for all Obligors
     that are  Affiliates of parties hereto,  have an Outstanding
     Balance exceeding 5% of the  Capital of such Eligible  Asset
     at such time), and (C) is not a government or a governmental
     subdivision or agency (except in the case of this clause (C)
     for  such Receivables as shall not, in the aggregate for all
     Obligors that are  governments or governmental  subdivisions
     or agencies,  have an  Outstanding Balance exceeding  10% of
     the Capital of such Eligible Asset at such time);

          (ii) the Obligor  of which at  the time of  the initial
     creation of  an interest  therein hereunder is  a Designated
     Obligor;

          (iii)       the Obligor  of which  at  the time  of the 
     initial creation of an interest therein hereunder is not the
     Obligor of any Defaulted Receivables in the aggregate amount
     of  5% or more of  the aggregate Outstanding  Balance of all
     Pool Receivables of such Obligor;

          (iv) which at  the time of  the initial creation  of an
     interest therein hereunder is  not a Defaulted or Delinquent
     Receivable;

          (v)  which, according to the Contract  related thereto,
     is  required  to be  paid  in  full within  30  days  of the
     original billing date therefor;

          (vi) which is an account receivable representing all or
     part  of  the  sales  price of  merchandise,  insurance  and
     services within  the  meaning of  Section  3(c) (5)  of  the
     Investment Company Act of 1940, as amended;

          (vii)     a  purchase  of which  with  the proceeds  of
     notes would constitute  a "current  transaction" within  the
     meaning of Section 3(a)  (3) of the Securities Act  of 1933,
     as amended;

          (viii)    which is  an "account" within  the meaning of
     Section  9-106 of  the UCC  of the  jurisdiction the  law of
     which  governs the perfection of  the interest created by an
     Eligible Asset;

          (ix) which  is denominated and  payable only  in United
     States dollars in the United States;

          (x)  which arises under a Contract which, together with
     such Receivable, is in full force and effect and constitutes
     the  legal, valid and  binding obligation of  the Obligor of
     such   Receivable  enforceable   against  such   Obligor  in
     accordance with its terms and is not subject to any dispute,
     offset,  counter-claim  or  defense  whatsoever  (except the
     discharge in bankruptcy of such Obligor);

          (xi) which, together with the Contract related thereto,
     does not contravene in any material  respect any laws, rules
     or  regulations  applicable   thereto  (including,   without
     limitation,  laws, rules and  regulations relating to usury,
     consumer protection, truth in  lending, fair credit billing,
     fair credit  reporting, equal credit  opportunity, fair debt
     collection practices and privacy)  and with respect to which
     no  party to the Contract related thereto is in violation of
     any such law, rule or regulation in any material respect;

          (xii)  which (A) satisfies all  applicable requirements
     of the  Credit and Collection  Policy and (B)  complies with
     such  other  criteria  and  requirements  (other  than those
     relating to  the collectibility  of such Receivable)  as the
     Agent may  from time to time  specify to the Seller  upon 30
     days' notice; and

          (xiii) as  to which,  at or prior  to the  time of  the
     initial creation of an  interest therein through a Purchase, 
     the Agent has  not notified  the Seller that  the Agent  has
     determined, in its sole discretion, that such Receivable (or
     class of  Receivables) is not acceptable for purchase by the
     Investor hereunder.

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

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

          "Eurodollar  Rate" means,  for  any  Fixed  Period,  an
interest rate  per annum  equal to  the rate  per annum at  which
deposits in U. S. dollars are  offered by the principal office of
Citibank,  N.A., in London, England, to prime banks in the London
interbank market  at 11:00 A.M.  (London time) two  Business Days
before   the  first  day  of  such  Fixed  Period  in  an  amount
substantially  equal to  the Capital  associated with  such Fixed
Period on  such first day  and for a  period equal to  such Fixed
Period.

          "Eurodollar Rate  Reserve Percentage" of  any Owner for
any  Fixed  Period  in respect  of  which  Yield  is computed  by
reference  to the  Eurodollar Rate  means the  reserve percentage
applicable two Business Days  before the first day of  such Fixed
Period under regulations issued from time to time by the Board of
Governors of the Federal Reserve System (or any successor) (or if
more than  one such  percentage shall  be  applicable, the  daily
average of such percentages  for those days in such  Fixed Period
during  which  any such  percentage shall  be so  applicable) for
determining the  maximum reserve requirement  (including, without
limitation, any emergency, supplemental or other marginal reserve
requirement) for such Owner with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities (or any other
category of  liabilities that  includes deposits by  reference to
which   the  interest   rate   on  Eurocurrency   Liabilities  is
determined) having a term equal to such Fixed Period.

          "Event  of  Investment Ineligibility"  has  the meaning
specified in Section 7.01.

          "Event of Purchase Ineligibility"  means any failure to
satisfy the condition set forth in Section 3.03(b)(iii) or (iv).

          "Facility" means  the willingness  of  the Investor  to
consider, in  its sole  discretion pursuant  to  Article II,  the
purchase from the Seller of Eligible Assets from time to time.

          "Facility Termination Date" means  the earlier of April
14,  1999, or the date of termination of the Facility pursuant to
Section 2.03 or Section 7.01.

          "Fixed  Period"   means  with respect  to any  Eligible
Asset:

          (a)  in  the case  of any  Fixed Period  in respect  of 
     which  Yield is computed  by reference to  the Investor Rate
     referred to in paragraph (a) of the definition of  "Investor
     Rate", each  successive period  commencing on each  CP Fixed
     Period Date for such  Eligible Asset and ending on  the next
     succeeding CP Fixed Period Date for such Eligible Asset; and

          (b)  in  the case  of any  Fixed  Period in  respect of
     which Yield is  computed by reference  to the Investor  Rate
     referred to in paragraph (b)  of the definition of "Investor
     Rate", each successive period of  from one to and  including
     14 days, or a  period of 21, 30, 60, 90 or  180 days, as the
     Seller shall select and  the Agent may approve on  notice by
     the  Seller  received  by  the Agent  (including  notice  by
     telephone, confirmed  in writing) not later  than 11:00 A.M.
     (New  York City time) on the day which occurs three Business
     Days  before the first day  of such Fixed  Period, each such
     Fixed Period for such Eligible Asset to commence on the last
     day  of  the immediately  preceding  Fixed  Period for  such
     Eligible Asset (or, if there is no such Fixed Period, on the
     date of Purchase of such Eligible Asset), except that if the
     Agent  shall not have received such notice, or the Agent and
     the Seller shall  not have so mutually  agreed, before 11:00
     A.M. (New York  City time)  on such day,  such Fixed  Period
     shall be one day;

provided that:

          (i)  Yield with respect to any Fixed Period  at a Fixed
     Rate shall be computed by reference to a monthly, quarterly,
     or semi-annual  interest period as the Seller may select and
     the Agent shall approve;

          (ii) any  Fixed Period  (other than  of one  day) which
     would otherwise  end on a  day which is  not a  Business Day
     shall  be  extended to  the  next  succeeding Business  Day,
     except that, if  Yield in  respect of such  Fixed Period  is
     computed  by  reference  to  the Eurodollar  Rate  and  such
     extension would cause the  last day of such Fixed  Period to
     occur in the  next succeeding  month, the last  day of  such
     Fixed  Period  shall  occur  on  the  immediately  preceding
     Business Day;

           (iii)   in the case of any Fixed Period of one day for
     such Eligible  Asset,  (a)  if such  Fixed  Period  is  such
     Eligible  Asset's initial  Fixed  Period, such  Fixed Period
     shall  be  the  day  of   the  related  Purchase;  (b)   any
     subsequently occurring Fixed Period  which is one day shall,
     if the immediately preceding  Fixed Period is more than  one
     day, be  the last  day of  such immediately  preceding Fixed
     Period, and,  if the  immediately preceding Fixed  Period is
     one  day,  be  the   day  next  following  such  immediately
     preceding  Fixed Period; and (c) if such Fixed Period occurs
     on a day immediately preceding a day which is not a Business
     Day,  such  Fixed  Period  shall be  extended  to  the  next
     succeeding Business Day; and

          (iv) in the  case of any Fixed Period for such Eligible
     Asset which  commences before the Termination  Date for such 
     Eligible Asset and would otherwise  end on a date  occurring
     after such Termination Date, such Fixed Period shall end  on
     such Termination Date, and the duration of each Fixed Period
     which commences  on or after  the Termination Date  for such
     Eligible  Asset  shall  be  of  such duration  as  shall  be
     selected by the Agent.

          "Fixed Rate" means  for any Fixed  Period the rate  per
annum determined by  the Agent for funding by the Investor of the
Purchase or  maintenance  of an  Eligible  Asset for  such  Fixed
Period as agreed between the Agent and the Seller; provided that,
if the  rate as agreed between  the Agent and the  Seller and the
Investor with regard to  any Fixed Period for any  Eligible Asset
is a  discount rate, the "Fixed Rate" for such Fixed Period shall
be  the rate resulting from  converting such discount  rate to an
interest-bearing  equivalent   rate  per   annum.     The  Seller
understands that upon  the agreement between the Seller and Agent
of a Fixed  Rate for a Fixed  Period, the Agent on  behalf of the
Investor intends  to enter  into funding arrangements  with third
parties on terms and conditions which could result in loss to the
Investor  if the Capital with  respect to such  Fixed Period does
not remain outstanding  at the  Fixed Rate for  the entire  Fixed
Period  at the  amount  of Capital  paid to  the Seller  for such
Eligible Asset at the time of its purchase. Therefore, if (i) the
Capital of such Eligible Asset paid to the Seller with respect to
such Eligible Asset at  the time of its purchase shall be reduced
prior to  the end of  such Fixed  Period or (ii)  the Termination
Date for such Eligible Asset  shall occur before the end of  such
Fixed Period, the  Seller shall indemnify  and hold harmless  the
Investor or  the Agent  for all  losses,  liabilities, costs  and
expenses  related   thereto  (including,  but   not  limited  to,
attorneys' fees and expenses and the cost of interest rate swaps,
dollars, forward agreements  and futures contracts  in connection
with  the Investor's funding or maintenance of any Eligible Asset
at a  Fixed Rate) and shall  pay two Business Days  after the Fee
Determination  Date  (as  defined  below)  to  the  Investor,  as
liquidated damages a fee equal to the product of

                    [CLA x (F-R) x [1 - (1+R/f) -n]                           
                             f                R/f

where:

     CLA  =    Capital   Liquidation   Amount,   as   hereinafter
               defined;

     F    =    Fixed Rate for such  Eligible Asset for such Fixed
               Period;

     R    =    Redeployment Rate, as hereinafter defined;

     f    =    Fixed Rate payment frequency per annum; and

     n    =    Number of interest payment periods  remaining from
               Fee Determination Date to end of Fixed Period.  

The  parties  hereto  acknowledge  that  the  cost of  any  early
termination of  any funding arrangement with  third parties prior
to the originally scheduled termination date thereof,  including,
without   limitation,  interest  rate   swaps,  collars,  forward
agreement  and futures contracts could result in a payment by the
Agent on behalf of the Investor to the third party providing such
funding arrangement.   Any such breakage cost will  be determined
by such  third party  providing such  funding arrangement in  its
sole  discretion, and such amount will be included in the losses,
liabilities, costs  and  expenses payable  by the  Seller to  the
Investor  or the Agent in  connection with the  occurrence of the
events   described  in  the  immediately  preceding  sentence  or
otherwise.

"Redeployment  Rate" shall mean the rate of interest at which the
Agent  is able to reinvest  the Capital Liquidation  Amount for a
period  comparable to the period  from the Fee Determination Date
to the  last day  of  such Fixed  Period in  compliance with  the
Investor's investment policy.  "Fee Determination Date" means the
date on which  the Capital is  not so maintained  or the date  on
which  an  amount of  Capital of  such  Eligible Asset  was paid.
"Capital Liquidation  Amount" means, the total  amount of Capital
of  such Eligible Asset not so  maintained or the total amount of
Capital  of such  Eligible  Asset paid.    For purposes  of  this
definition  of "Fixed Rate",  the Fixed Period  shall be computed
without  regard  to clause  (iv)  of  the  definition  of  "Fixed
Period".   The  Agent's  determination of  the Redeployment  Rate
shall be conclusive, absent  manifest error.  The indemnification
provided  for herein  shall be continuing  and shall  survive any
termination of the Agreement.

          "Indemnified   Party"  has  the  meaning  specified  in
Section 10.01.

          "Investor" shall  include Ciesco L.P. and any successor
or  assign  of the  Investor  that  is a  receivables  investment
company which  in  the ordinary  course  of its  business  issues
commercial paper or other securities to fund its acquisition  and
maintenance of receivables.

          "Investor Investment Fee" has the  meaning specified in
Section 2.10.

          "Investor Rate"  for any Fixed Period  for any Eligible
Asset means:

          (a)  the per annum  equivalent to the  weighted average
     of the per  annum rates  paid or payable  by the Owner  from
     time  to time  as  interest on  or  otherwise (by  means  of
     interest  rate  hedges or  otherwise)  in  respect of  those
     promissory notes issued by the Owner that are  allocated, in
     whole or in part, by  CNAI (on behalf of the Owner)  to fund
     the Purchase  or maintenance  of such Eligible  Asset during
     such Fixed Period, as  determined by CNAI (on behalf  of the
     Owner)  and reported to  the Seller  and, if  the Collection
     Agent is  not the Seller, the Collection  Agent, which rates
     shall  reflect  and  give   effect  to  the  commissions  of
     placement agents  and dealers in respect  of such promissory 
     notes,  to the  extent  such commissions  are allocated,  in
     whole  or  in part,  to such  promissory  notes by  CNAI (on
     behalf  of the  Owner); provided  that, if any  component of
     such rate is  a discount rate, in  calculating the "Investor
     Rate" for such  Fixed Period CNAI  shall for such  component
     use the rate resulting from converting such discount rate to
     an interest bearing equivalent rate per annum; or

          (b)  the rate  equivalent to  the Fixed Rate  as agreed
     between the Agent and the Seller; or

          (c)  if no Fixed Rate  is agreed between the Agent  and
     the  Seller  and  if such  Owner  is not  able  to  fund its
     Purchase  or maintenance  of  such Eligible  Asset for  such
     Fixed Period by its issuing promissory notes referred  to in
     paragraph (a) above, a  rate equal to the Assignee  Rate for
     such  Fixed Period or  such other rate as  the Agent and the
     Seller shall agree to in writing;

provided  that, if such Owner so requests and the Seller consents
thereto,  the "Investor  Rate" for  any Fixed  Period of  one day
shall be the Assignee Rate for such Fixed Period.

          "Investor Report" means a report, in substantially  the
form  of Exhibit B hereto,  furnished by the  Collection Agent to
the Agent for each Owner pursuant to Section 2.07.

          "Liquidation  Collection  Agent  Fee"  means   for  any
Eligible Asset at any date an amount equal to (i)  the Capital of
such  Eligible Asset  as  at such  date  multiplied by  (ii)  the
product of  (a) the percentage per  annum as at such  date of the
Collection Agent Fee and  (b) a fraction having as  its numerator
the Average Maturity and 360 as its denominator.

          "Liquidation Day" for any  Eligible Asset means  either
(i) each day during any Settlement Period for such Eligible Asset
on  which  the  conditions set  forth  in  Section  3.03 are  not
satisfied  (and such failure of  conditions is not  waived by the
Agent), provided that such conditions are also not satisfied (and
such failure of  conditions is not  waived by the  Agent) on  any
succeeding day during  such Settlement Period,  or (ii) each  day
which occurs on or  after the Termination Date for  such Eligible
Asset.

          "Liquidation Fee"  means, for each  Eligible Asset  for
any Fixed Period (computed  without regard to clause (iv)  of the
definition of "Fixed Period") during which any Liquidation Day or
Termination Date for such  Eligible Asset occurs, the amount,  if
any, by which (i) the additional Yield (calculated without taking
into account any Liquidation Fee) which would have accrued on the
reductions of  Capital of such  Eligible Asset during  such Fixed
Period  (as  so computed)  if  such  reductions  had remained  as
Capital, exceeds (ii) the  income, if any, received by  the Owner
of such Eligible  Asset from such Owner's  investing the proceeds
of such reductions of Capital.

          "Liquidation  Yield" means, for  any Eligible  Asset at
any date,  an amount equal to  the product of (i)  the Capital of 
such Eligible Asset as at  such date and (ii) the product  of (a)
the  Assignee Rate  for such  Eligible Asset  for a  Fixed Period
deemed to commence at such time for a period of 30 days and (b) a
fraction  having as its numerator the Average Maturity and 360 as
its denominator.

          "Loss Percentage" means, for  any Eligible Asset at any
date, the greater of (i) three times the highest Default Ratio as
of the last day  of the three months ended  immediately preceding
such date, and (ii) 9%.

          "Net Receivables  Pool Balance"  means at any  time the
Outstanding   Balance   of  the   Eligible  Receivables   in  the
Receivables  Pool at  such time  reduced by  the  sum of  (i) the
aggregate Outstanding Balance of the Defaulted Receivables in the
Receivables  Pool at such time  and (ii) the  aggregate amount by
which the then Outstanding Balance of all Pool Receivables (other
than Defaulted  Receivables) of each Obligor  exceeds the product
of  (A) the  Concentration Limit  for such  Obligor at  such time
multiplied  by  (B)  the  Outstanding  Balance  of  the  Eligible
Receivables in the Receivables Pool at such time.

          "Obligor"  means a  Person obligated  to make  payments
pursuant to a Contract.

          "Original   Certificate"   means  the   certificate  of
assignment by the Seller to the Agent, dated as of June 30, 1989,
pursuant to the Original Agreement.

          "Outstanding  Balance" of  any Receivable  at any  time
means the then outstanding principal balance thereof.

          "Owner" shall include the Investor and all other owners
by  assignment  or otherwise  of an  Eligible  Asset and,  to the
extent of the undivided interests so purchased, shall include any
participants.

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

          "Pool Receivable" means a Receivable in the Receivables
Pool.

          "Provisional Liquidation Day" means any day which could
be a Liquidation  Day but for  the proviso in  clause (i) of  the
definition of "Liquidation Day".

          "Purchase"  means  a purchase  by  the  Investor of  an
Eligible Asset from the Seller pursuant to Article II.

          "Purchase Limit" means $65,000,000,  as such amount may
be reduced pursuant to Section 2.03.

          "Receivable"  means the  indebtedness  of  any  Obligor
under  a Contract arising  from a sale  of gas or  electricity or
steam  by the  Seller, and includes  the right to  payment of any 
interest or finance charges and other obligations of such Obligor
with respect thereto.

          "Receivables Pool" means at any time the aggregation of
each then outstanding Receivable in respect  of which the Obligor
is a Designated Obligor or, as to any  Receivable in existence on
such date,  was a Designated Obligor on  the date of any Purchase
or reinvestment pursuant to Section 2.05.

          "Reinvestment Termination Date" for any  Eligible Asset
means  that Business Day which  the Seller designates  or, if the
conditions  precedent in  Section  3.03 are  not satisfied,  such
Business  Day which  the  Agent designates,  as the  Reinvestment
Termination Date for such  Eligible Asset by notice to  the Agent
(if the Seller  so designates) or to the Seller  (if the Agent so
designates) at least one Business Day prior to such Business Day.

          "Related   Security"   means   with  respect   to   any
Receivable:

          (i)  all  security  interests  or  liens  and  property
     subject  thereto  from time  to  time  purporting to  secure
     payment of such Receivable, whether pursuant to the Contract
     related to  such Receivable or otherwise,  together with all
     financing  statements signed  by an  Obligor describing  any
     collateral securing such Receivable; and

          (ii) all guarantees, insurance and other  agreements or
     arrangements  of  whatever  character  from  time   to  time
     supporting or  securing payment  of such  Receivable whether
     pursuant  to  the Contract  related  to  such Receivable  or
     otherwise.

          "Settlement Period" for  any Eligible Asset means  each
period commencing on the first day of each Fixed Period for  such
Eligible Asset and ending on the last day of such Fixed Period or
in the case of a Fixed Period for a Fixed Rate on such  other day
as the  Investor and the  Agent may  mutually agree, and,  on and
after the Termination Date  for such Eligible Asset, such  period
(including,  without limitation, a period of one day) as shall be
selected from time to time by the Agent or, in the absence of any
such selection, each period of thirty  days from the last day  of
the immediately preceding Settlement Period.

          "Special  Account" means  an  account maintained  at  a
Special Account Bank for the purpose of receiving Collections.

          "Special Account  Bank" means any of  the banks holding
one or more Special Accounts.

          "Tariff" means each of the Seller's tariffs pursuant to
which the Seller  shall provide  electricity or gas  or steam  to
certain Obligors from  time to  time and pursuant  to which  such
Obligors shall be obligated to pay for such electricity or gas or
steam from time to time, each in the form delivered to the Agent.

          "Termination Date"  for  any Eligible  Asset means  the
earlier  of  (i)  the  Reinvestment  Termination  Date  for  such 
Eligible Asset and (ii) the Facility Termination Date.

          "UCC" means the Uniform Commercial Code as from time to
time in effect in the specified jurisdiction.

          "Yield" means:

          (i)  for each  Eligible Asset  for any Fixed  Period to
     the extent the Investor will  be funding such Eligible Asset
     on the first day  of such Fixed Period through  the issuance
     of  commercial paper or through  the issuance of  notes at a
     Fixed Rate,

                        IR x C x ED  + LF
                                360 

          (ii) for each  Eligible Asset  for any Fixed  Period to
     the extent the Owner will not be funding such Eligible Asset
     on the first day  of such Fixed Period through  the issuance
     of commercial paper or notes,

                        AR x C x ED  + LF
                                360

where:

     AR   =    the Assignee Rate for such Eligible Asset for such
               Fixed Period;

     C    =    the  Capital of  such Eligible  Asset  during such
               Fixed Period;

     IR   =    the Investor Rate for such Eligible Asset for such
               Fixed Period;

     ED   =    the  actual  number of  days  elapsed  during such
               Fixed Period, provided that,  in the case of Fixed
               Period  at a  Fixed  Rate, the  fraction shall  be
               adjusted  to  correspond  to  the  calculation  of
               interest on any note the proceeds of which fund or
               maintain the Capital of such Eligible Asset; and

     LF   =    the  Liquidation  Fee, if  any, for  such Eligible
               Asset for such Fixed Period;

provided that, with  respect to  any Fixed Period  in respect  of
which Yield is computed by reference to a Fixed Rate, Yield shall
be the aggregate of  all such computations for such  Fixed Period
for  the applicable  monthly, quarterly, or  semi-annual interest
period  as the Seller may have  selected and the Agent shall have
approved;  and  provided  further   that  no  provision  of  this
Agreement or the Certificate shall  require the payment or permit
the collection of  Yield in  excess of the  maximum permitted  by
applicable law; and provided further that Yield for any  Eligible
Asset shall not be considered paid by any  distribution if at any
time such distribution is rescinded or must otherwise be returned
for any reason.

          "Yield  Reserve" for  any  Eligible Asset  at any  time
means the sum of (i) the Liquidation Yield at such  time for such
Eligible  Asset, and (ii) the  accrued and unpaid  Yield for such
Eligible Asset.


          SECTION 1.02.   Other Terms.  All  accounting terms not
specifically defined herein shall be construed in accordance with
generally  accepted accounting  principles.   All  terms used  in
Article  9  of the  UCC  in  the  State  of  New  York,  and  not
specifically  defined herein, are used  herein as defined in such
Article 9.


          SECTION 1.03.  Computation  of Time  Periods.    Unless
otherwise  stated in  this  Agreement, in  the  computation of  a  
period  of time from a specified  date to a later specified date,
the word "from" means "from and including" and the words "to" and
"until" each means "to but excluding".


                            ARTICLE II

                AMOUNTS AND TERMS OF THE PURCHASES


          SECTION 2.01.   Facility.  On the  terms and conditions
hereinafter set  forth, the Investor may, in its sole discretion,
make Purchases from time to time during the period from the  date
hereof to the Facility Termination Date.   Under no circumstances
shall the Investor make  any Purchase if, after giving  effect to
such  Purchase, the  aggregate  outstanding  Capital of  Eligible
Assets,  together with  the  aggregate outstanding  "Capital"  of
"Eligible Assets" under the  Citibank Agreement, would exceed the
Purchase Limit.  The Owner of each Eligible Asset shall, with the
proceeds  of  Collections attributable  to  such  Eligible Asset,
reinvest  pursuant   to  Section  2.05  in  additional  undivided
percentage  interests  in  the  Pool  Receivables  by  making  an
appropriate readjustment of such Eligible Asset.  Nothing in this
Agreement shall be  deemed to be or construed  as a commitment by
the Investor to purchase any Eligible Asset at any time.


          SECTION 2.02.   Making Purchases.   Each Purchase shall
be made on at least three Business Days' notice (and, in the case
of a Fixed Period  at a Fixed Rate, seven  Business Days' written
notice) from  the Seller to  the Agent.   Each such  notice of  a
Purchase  for  a  Fixed  Period  at a  Fixed  Rate  shall  be  by
telecopier, telex or cable and confirmed in writing and each such
notice  shall be substantially in  the form of  Exhibit D hereto.
Each such notice of a proposed Purchase shall specify the desired
amount to be paid to the Seller, and the date and duration of the
initial  Fixed Period for the Eligible Asset to be purchased. The
Investor  shall   promptly  notify  the  Agent   whether  it  has
determined  to make  such  Purchase.   The  Agent shall  promptly
thereafter notify the Seller  whether the Investor has determined
to make such  Purchase and  whether the desired  duration of  the
initial  Fixed Period for the  Eligible Asset to  be purchased is
acceptable.   On the date  of each Purchase,  the Investor shall,
upon  satisfaction  of the  applicable  conditions  set forth  in
Article  III, make  available  to the  Agent  the amount  of  its
Purchase  by deposit  of such  amount  in same  day funds  to the
Agent's Account, and, after  receipt by the Agent of  such funds,
the  Agent will cause such funds to be made immediately available
to the Seller at Citibank's office  at 399 Park Avenue, New York,
New  York.  The Investor shall on  the date of each Purchase, and
the Owner of  each Eligible Asset shall on the  first day of each
Fixed Period  (other  than the  initial  Fixed Period)  for  such
Eligible  Asset, notify the Agent  of the Investor  Rate for such
Fixed Period.


          SECTION 2.03.  Termination or Reduction of the Purchase
Limit.  (a) Optional.  The Seller may, upon at least two Business 
Days'  notice to the Agent, terminate  in whole or reduce in part
the unused  portion of  the  Purchase Limit;  provided that,  for
purposes  of this  Section  2.03(a), the  unused  portion of  the
Purchase  Limit  shall  be computed  as  the  excess  of (A)  the
Purchase  Limit  immediately  prior  to  giving  effect  to  such
termination  or reduction over (B)  the sum of  (i) the aggregate
Capital  of  Eligible Assets  outstanding  at  the  time of  such
computation and (ii) the aggregate "Capital" of "Eligible Assets"
outstanding under  the Citibank Agreement at  such time; provided
further that each partial  reduction shall be in an  amount equal
to $1,000,000 or an integral multiple thereof.

          (b)  Mandatory.  On each day on which the Seller shall,
pursuant to Section 2.03(a) of the  Citibank Agreement, reduce in
part  the unused  portion of  the Commitment  (as defined  in the
Citibank  Agreement),  the  Purchase  Limit  shall  automatically
reduce  by   an  equal   amount.     The  Purchase  Limit   shall
automatically terminate in whole  on any day on which  the Seller
shall  terminate  in whole  the  Commitment  pursuant to  Section
2.03(a) of the Citibank Agreement.


          SECTION  2.04.   Eligible  Asset.    (a)  Each Eligible
Asset shall be initially  computed as of the opening  of business
of the  Collection Agent on the date of Purchase of such Eligible
Asset. Thereafter  until the  Termination Date for  such Eligible
Asset, such  Eligible Asset shall be  automatically recomputed as
of the
close of business of the Collection Agent on each day (other than
a Liquidation  Day).  Such  Eligible Asset shall  remain constant
from the time as  of which any such computation  or recomputation
is made until  the time as of which the  next such recomputation,
if any, shall be made.  Any Eligible Asset, as computed as of the
day immediately preceding the  Termination Date for such Eligible
Asset,  shall  remain constant  at all  times  on and  after such
Termination  Date.  Such Eligible Asset shall become zero at such
time as the Owner  of such Eligible Asset shall have received the
accrued Yield for  such Eligible Asset  and shall have  recovered
the Capital  of such  Eligible Asset,  and  the Collection  Agent
shall have  received the  accrued Collection  Agent Fee  for such
Eligible Asset.

          (b) If any Eligible Asset would otherwise be reduced on
any day on  account of  Receivables arising as  or becoming  Pool
Receivables, the  Owner of such  Eligible Asset may  prevent such
reduction  by giving notice  to the Collection  Agent, before the
close of  business of the Collection Agent on such day, that such
Eligible Asset's interest in such Receivables is to be limited so
as to  prevent such reduction.   If such notice is  given for any
day  for  any  Eligible  Asset,  the Receivables  Pool  for  such
Eligible  Asset and  the  Net Receivables  Pool Balance  for such
Eligible Asset, will include, with respect to Receivables arising
as or becoming  Pool Receivables on such day, only such number of
such Receivables  or such  portion of  such Receivables  as shall
cause such Eligible Asset to remain constant, such Receivables or
portion thereof  being included in the Receivables  Pool for such
Eligible Asset in the  order of the Seller's account  numbers for
such Receivables  up to an aggregate  amount so as  to cause such
Eligible Asset  to  remain constant,  and the  remainder of  such
Receivables or  portion thereof  shall be treated  as Receivables
arising on the next succeeding Business Day.


          SECTION 2.05.   Non-Liquidation Settlement  Procedures.
On  each day  (other  than a  Liquidation  Day or  a  Provisional
Liquidation Day) during each  Settlement Period for each Eligible
Asset, the Collection Agent shall: (i) out of Collections of Pool
Receivables attributable to such  Eligible Asset received on such
day,  set aside and hold in trust  for the Owner of such Eligible
Asset  an  amount equal  to the  Yield  and Collection  Agent Fee
accrued  through  such day  for such  Eligible  Asset and  not so
previously  set  aside and  (ii) reinvest  the remainder  of such
Collections,  for the benefit of such  Owner, by recomputation of
such Eligible  Asset pursuant to  Section 2.04  as of the  end of
such  day  and  the payment  of  such  remainder  to the  Seller;
provided that, to the extent that the Agent or any Owner shall be
required for any  reason to  pay over any  amount of  Collections
which shall have  been previously reinvested  for the account  of
such  Owner pursuant hereto, such  amount shall be  deemed not to
have been so  applied but  rather to  have been  retained by  the
Seller  and  paid  over  for  the  account  of  such  Owner  and,
notwithstanding any provision hereof  to the contrary, such Owner
shall have  a claim for  such amount.   On the  last day  of each
Settlement Period  for each Eligible Asset,  the Collection Agent
shall deposit to the Agent's Account for the account of the Owner
of  such Eligible  Asset the  amounts set  aside as  described in
clause  (i) of  the first sentence  of this  Section 2.05.   Upon
receipt  of such funds by  the Agent, the  Agent shall distribute
them  to the  Owner of  such  Eligible Asset  in  payment of  the
accrued Yield for such Eligible Asset and to the Collection Agent
in  payment of  the  accrued Collection  Agent  Fee payable  with
respect to such Eligible  Asset.  If there shall  be insufficient
funds on deposit for the Agent to distribute funds in payment  in
full of  the aforementioned  amounts, the Agent  shall distribute
funds, first, in payment  of the accrued Yield for  such Eligible
Asset, and second, in payment of the accrued Collection Agent Fee
payable with respect to such Eligible Asset.


          SECTION 2.06.  Liquidation  Settlement Procedures.   On
each  Liquidation Day  and  on each  Provisional Liquidation  Day
during  each  Settlement  Period  for each  Eligible  Asset,  the
Collection Agent shall set aside and hold in escrow for the Owner
of  such  Eligible  Asset  the Collections  of  Pool  Receivables
attributable to such Eligible Asset received on such day.  On the
last day of each  Settlement Period for each Eligible  Asset, the
Collection Agent  shall deposit  to the  Agent's Account  for the
account of the Owner of such Eligible Asset the amounts set aside
pursuant to  the preceding sentence but not  to exceed the sum of
(i) the accrued Yield  for such Eligible Asset, (ii)  the Capital
of such Eligible  Asset, (iii) the  accrued Collection Agent  Fee
payable  with  respect  to  such  Eligible  Asset  and  (iv)  the
aggregate amount of other amounts owed hereunder by the Seller to
the Owner of such Eligible Asset.  Any amounts set aside pursuant
to the first sentence of this Section 2.06 and not required to be
deposited  to  the  Agent's  Account pursuant  to  the  preceding 
sentence shall be  paid to  the Seller by  the Collection  Agent;
provided that, if  amounts are  set aside pursuant  to the  first
sentence of  this Section 2.06 on any Provisional Liquidation Day
which is  subsequently determined  not to  be a  Liquidation Day,
such amounts shall be  applied pursuant to the first  sentence of
Section 2.05 on the  day of such subsequent determination.   Upon
receipt of funds deposited to the Agent's Account pursuant to the
second sentence of  this Section 2.06, the Agent shall distribute
them (A)  to the Owner of  such Eligible Asset (x)  in payment of
the accrued Yield for  such Eligible Asset, (y) in  reduction (to
zero) of the Capital of such Eligible Asset and (z) in payment of
any other amounts owed by the Seller hereunder to  such Owner and
(B)  to the Collection Agent in payment of the accrued Collection
Agent Fee  payable with respect to such Eligible Asset.  If there
shall  be  insufficient  funds  on  deposit  for  the   Agent  to
distribute  funds  in  payment  in  full  of  the  aforementioned
amounts,  the Agent shall distribute  funds, first, in payment of
the accrued Yield  for such Eligible Asset,  second, in reduction
of Capital of  such Eligible  Asset, third, in  payment of  other
amounts  payable to  such Owner,  and fourth,  in payment  of the
accrued  Collection  Agent  Fee  payable  with  respect  to  such
Eligible Asset.


          SECTION 2.07.   General  Settlement Procedures.   If on
any  day the Outstanding Balance  of a Pool  Receivable is either
(i)  reduced as a result  of any defective,  rejected or returned
merchandise,  insurance or  services, any  cash discount,  or any
adjustment by the Seller, or (ii) reduced or canceled as a result
of  a setoff  in  respect of  any  claim by  the  Obligor thereof
against the Seller  (whether such claim arises out of the same or
a related  transaction or  an unrelated transaction),  the Seller
shall be deemed to have received on such day a Collection of such
Receivable in the amount  of such reduction or cancellation.   If
on  any day any of  the representations or  warranties in Section
4.01(h) is  no longer true with respect to a Pool Receivable, the
Seller shall be deemed  to have received on such day a Collection
in  full of  such  Pool  Receivable.   Except  as  stated in  the
preceding sentences of this Section 2.07 or as otherwise required
by law or the underlying  Contract, all Collections received from
an Obligor of any Receivable shall be applied to Receivables then
outstanding of  such Obligor  in the  order of  the  age of  such
Receivables, starting with the  oldest such Receivable, except if
payment is designated by such Obligor for application to specific
Receivables.   Prior to the 15th  Business Day of each month, the
Collection  Agent shall prepare and forward to the Agent for each
Owner  of an Eligible Asset  (A) an Investor  Report, relating to
each  Eligible  Asset,  as  of  the  close  of  business  of  the
Collection Agent  on the  last day  of the  immediately preceding
month,  and (B)  a listing  by Obligor  of all  Pool Receivables,
together with an analysis as to the aging of such Receivables, as
of such last day.  On or prior to the day the Collection Agent is
required  to make a deposit  with respect to  a Settlement Period
pursuant  to Section  2.05 or  2.06, the  Seller will  advise the
Agent of  each Liquidation  Day and each  Provisional Liquidation
Day occurring during such Settlement Period and of the allocation
of the amount of such deposit to each outstanding Eligible Asset;
provided that, if  the Seller  is not the  Collection Agent,  the 
Seller  shall advise the  Collection Agent  of the  occurrence of
each such  Liquidation Day  and each Provisional  Liquidation Day
occurring during such Settlement Period on or prior to such day.


          SECTION  2.08.   Payments and  Computations, Etc.   All
amounts to be paid or deposited by the Seller hereunder  shall be
paid  or deposited in accordance  with the terms  hereof no later
than  11:00 A.M.  (New York  City time)  on the  day when  due in
lawful money of the United States of America in same day funds to
the Agent's Account.   The Seller shall, to the  extent permitted
by law,  pay to  the Agent  interest on all  amounts not  paid or
deposited when due hereunder at  the Alternate Base Rate, payable
on demand, provided that such interest rate shall not at any time
exceed  the  maximum  rate  permitted  by  applicable  law.  Such
interest shall be retained by the Agent except to the extent that
such  failure to make a  timely payment or  deposit has continued
beyond the date  for distribution  by the Agent  of such  overdue
amount to  an Owner  of an  Eligible  Asset, in  which case  such
interest  accruing after such date  shall be for  the account of,
and distributed by the Agent to, the Owners ratably in accordance
with  their respective  interests in  such overdue  amount.   All
computations  of   interest  and   all  computations   of  Yield,
Liquidation Yield and fees  hereunder shall be made on  the basis
of a  year of 360 days  for the actual number  of days (including
the first but excluding the last day) elapsed.


          SECTION  2.09.    Dividing  or  Combining  of  Eligible
Assets.   The  Seller may,  on notice received  by the  Agent not
later  than 11:00 A.M. (New  York City time)  three Business Days
before the  last day of  any Fixed  Period for any  then existing
Eligible  Asset  (an  "Existing  Eligible  Asset"),  divide  such
Existing Eligible  Asset on such  last day into  two or  more new
Eligible  Assets, each such new  Eligible Asset having Capital as
designated  in  such notice  and  all  such new  Eligible  Assets
collectively  having aggregate  Capital equal  to the  Capital of
such Existing Eligible Asset.  The Seller may, on notice received
by the Agent not later than 11:00 A.M. (New York City time) three
Business Days before the last day of any Fixed Periods  ending on
the  same day for two  or more Existing  Eligible Assets owned by
the same Owner or the date  of any proposed Purchase (if the last
day of such Fixed Period is  the date of such proposed Purchase),
either (i) combine  such Existing Eligible Assets or (ii) combine
such  Existing Eligible Asset or Eligible Assets, if owned by the
Investor,  and such proposed  Eligible Asset to  be purchased, on
such  last day  into one  new Eligible  Asset, such  new Eligible
Asset  having Capital  equal  to the  aggregate  Capital of  such
Existing  Eligible Assets,  or  such Existing  Eligible Asset  or
Eligible Assets and such proposed Eligible Asset, as the case may
be.  On and after any division or combination of  Eligible Assets
as described  above, each  of the new  Eligible Assets  resulting
from such division, or the new Eligible Asset resulting from such
combination, as the  case may  be, shall be  a separate  Eligible
Asset having Capital as set forth above, and shall take the place
of such Existing  Eligible Asset or  Eligible Assets or  proposed
Eligible Asset,  as the case may  be, in each case  under and for
all  purposes of this Agreement, and the Agent shall annotate the  
Certificate accordingly.


          SECTION  2.10.  Fees.  (a) The Seller shall pay certain
fees to the Agent as more fully set forth in a letter agreement.

          (b)  Each Owner  shall pay  to  the Collection  Agent a
collection  fee (the  "Collection Agent  Fee") of  1/4 of  1% per
annum on the  average daily  amount of Capital  of each  Eligible
Asset owned by such Owner, from  the date of the initial Purchase
hereunder until the later of the Facility Termination Date or the
date on  which such Capital  is reduced to  zero, payable  on the
last  day of  each  Settlement Period  for  such Eligible  Asset;
provided that, upon three Business Days' notice to the Agent, the
Collection Agent may  (if not  the Seller) elect  to be paid,  as
such fee,  another  percentage per  annum  on the  average  daily
amount of Capital of each such Eligible Asset, but in no event in
excess of  110% of the costs and  expenses referred to in Section
6.02(b); and provided further that such fee shall be payable only
from Collections  pursuant to,  and  subject to  the priority  of
payment set forth in, Sections 2.05 and 2.06.


          SECTION 2.11.  Recourse for Defaulted Receivables.

          (a) To  the extent  of the  Default Recourse Limit  (as
defined below) then available, on the last day of each Settlement
Period for each  Eligible Asset  in which a  Liquidation Day  has
occurred for  such Eligible Asset, the Seller  shall be obligated
to pay to the Agent for the account of the Owner of such Eligible
Asset, without prejudice to  any other rights that any  Owner may
have  hereunder or under applicable  law, an amount  equal to the
interest of such Eligible Asset in the Outstanding Balance of any
Pool  Receivable that at such time is a Defaulted Receivable (but
without  duplication   of  amounts  previously  paid  under  this
subsection (a)  with respect to  such interest in  such Defaulted
Receivable).

          (b)  "Default  Recourse Limit"  means  at  any time  an
amount equal to:

          (i) the  applicable Loss  Percentage multiplied by  the
     Capital of such  Eligible Asset at such time,  provided that
     the  foregoing amount  shall  not be  recomputed (and  shall
     remain fixed) on any day that is a Liquidation  Day for such
     Eligible  Asset, provided  further  that  such amount  shall
     again be recomputed  (and no longer  shall remain fixed)  on
     any  day  that  is no  longer  a  Liquidation  Day for  such
     Eligible Asset;

          (ii)  plus an  amount  equal to  the  interest of  such
     Eligible  Asset  in any  Collections  with  respect to  each
     Defaulted Receivable in respect of which payments shall have
     been made prior  to such  time by the  Seller under  Section
     2.11(a) above, provided that  the Default Recourse Limit for
     any  Eligible Asset shall not at  any time by reason of this
     clause (ii)  exceed the Default  Recourse Limit that  was in
     effect as of the  then most recent date of  recomputation in  
     accordance with clause (i) above.

          (c)  The  proceeds  of  any payment  made  pursuant  to
Section  2.11(a)  above shall  be deemed  to  be a  Collection in
respect  of each Receivable in respect of which such payments are
made by the Seller, and the amount of  each such Collection shall
be applied as provided in Section 2.05 or 2.06, as  applicable at
the time of payment.


          SECTION 2.12.  Eurodollar Increased Costs.  If, due  to
either  (i) the  introduction of  or any  change (other  than any
change by way  of imposition or increase  of reserve requirements
referred to in Section 2.13)  in or in the interpretation  of any
law  or regulation or (ii)  the compliance with  any guideline or
request  from any  central bank  or other  governmental authority
(whether  or not having  the force  of law),  there shall  be any
increase  in the  cost to the  Owner of  agreeing to  purchase or
purchasing, or  maintaining the ownership of,  Eligible Assets in
respect of which Yield is computed by reference to the Eurodollar
Rate, then, upon demand by the  Owner (with a copy to the Agent),
the Seller shall immediately pay to the Agent, for the account of
the  Owner (as a third-party  beneficiary), from time  to time as
specified, additional amounts sufficient to compensate the  Owner
for such increased  costs; provided  that (a) such  costs of  the
Owner  shall not be reimbursed to the  extent that they relate to
the  amount of capital required  or expected to  be maintained by
the Owner based upon the existence of any  such commitment or any
such  purchases, and (b) the  Seller shall have  no obligation to
comply with any demand  for reimbursement to the extent  that any
such demand relates  to any period more than ninety days prior to
the  date  on   which  the  Owner   initially  made  demand   for
reimbursement.  A certificate as to such amounts submitted to the
Seller and the Agent by the Owner shall be conclusive and binding
for all purposes, absent manifest error.


          SECTION  2.13.   Additional  Yield on  Eligible  Assets
Bearing a Eurodollar Rate.  The Seller shall pay to the Owner, so
long  as the  Owner shall  be required  under regulations  of the
Board  of  Governors of  the Federal  Reserve System  to maintain
reserves  with respect to liabilities or  assets consisting of or
including  Eurocurrency  Liabilities,  additional  Yield  on  the
unpaid  Capital of each Eligible  Asset of the  Owner during each
Fixed Period in respect  of which Yield is computed  by reference
to the  Eurodollar Rate,  for such Fixed  Period, at  a rate  per
annum  equal at  all  times  during  such  Fixed  Period  to  the
remainder  obtained by  subtracting (i)  the Eurodollar  Rate for
such  Fixed Period from (ii)  the rate obtained  by dividing such
Eurodollar  Rate  referred  to  in  clause   (i)  above  by  that
percentage  equal  to  100%  minus the  Eurodollar  Rate  Reserve
Percentage  of the Owner for  such Fixed Period,  payable on each
date  on which  Yield is  payable on  such Eligible Asset.   Such
additional Yield shall be determined by the Owner and notified to
the  Seller  through the  Agent within  30  days after  any Yield
payment  is made with respect  to which such  additional Yield is
requested. A certificate as to such additional Yield submitted to
the  Seller and  the Agent by  the Owner shall  be conclusive and  
binding for all purposes, absent manifest error.  


                           ARTICLE III

                     CONDITIONS OF PURCHASES


          SECTION 3.01.  Condition Precedent to Initial Purchase.
The  initial  Purchase hereunder  was  subject  to the  condition
precedent that the Agent  received on or before the  date of such
Purchase the following, each (unless otherwise
indicated)  to  be  dated  such  date,  in   form  and  substance
satisfactory to the Agent:

          (a)  The Original Certificate.

          (b)  Certified  copies of the  resolutions of the Board
of Directors of  the Seller approving the Original  Agreement and
the Original  Certificate, and of all  documents evidencing other
necessary corporate  action and  governmental approvals,  if any,
with  respect   to  the  Original  Agreement   and  the  Original
Certificate.

          (c)  A  certificate  of  the  Secretary   or  Assistant
Secretary or General Counsel  of the Seller certifying  the names
and true signatures of  the officers of the Seller  authorized to
sign  the Original Agreement and the Original Certificate and the
other documents to be delivered by it thereunder.

          (d)  Acknowledgment copies or stamped receipt copies of
proper  financing statements, duly filed on or before the date of
the initial Purchase, under the UCC of all jurisdictions that the
Agent  deemed necessary  or  desirable in  order  to perfect  the
ownership interests created by the Original Agreement.

          (e)  Acknowledgment copies or stamped receipt copies of
proper  financing statements,  if any,  necessary to  release all
security  interests  and  other  rights  of  any  Person  in  the
Receivables, Contracts or Related  Security previously granted by
the Seller.

          (f)  Completed  requests for  information, dated  on or
before the date  of the initial  Purchase, listing the  financing
statements  referred to  in  subsection (d)  above and  all other
effective   financing  statements  filed   in  the  jurisdictions
referred  to in  subsection (d)  above that  named the  Seller as
debtor, together  with copies of such  other financing statements
(none  of  which  were  to cover  any  Receivables,  Contracts or
Related Security).

          (g)  A  favorable opinion  of Thomas  J.  Pitner, Esq.,
Vice President and General Counsel for the Seller.

          (h)  A favorable  opinion  of Kaye,  Scholer,  Fierman,
Hays & Handler, counsel for the Agent.

          (i)  A favorable  opinion  of Kaye,  Scholer,  Fierman,
Hays  & Handler, counsel for the Agent, addressed to the Investor
and the dealer for  the commercial paper  of the Investor, as  to
the correctness of the representation  and warranty of the Seller 
set forth in Section 4.01(m).

          (j)  Certified copies of the Tariffs.


          SECTION 3.02.  Conditions     Precedent      to     the
Effectiveness of  the Amendment  and Restatement of  the Original
Agreement.  The effectiveness of the amendment and restatement of
the  Original Agreement  is subject  to the  conditions precedent
that the Agent  shall have received on or before  the date hereof
the following,  each (unless otherwise indicated)  dated the date
hereof, in form and substance satisfactory to the Agent:

          (a)  Certified copies of the resolutions adopted by the
     Board of  Directors of the Seller  approving this Agreement,
     and of  all documents  evidencing other  necessary corporate
     action and  governmental approvals, if any,  with respect to
     this Agreement.

          (b)  A   certificate  of  the  Secretary  or  Assistant
     Secretary or  General Counsel  of the Seller  certifying the
     names and true signatures of the officers authorized to sign
     this Agreement and the other documents to be delivered by it
     hereunder;

          (c)  Acknowledgment copies or stamped receipt copies of
     proper   financing   statements   or   financing   statement
     amendments (amending the financing statements referred to in
     Section  3.01(d)), duly filed on  or before the  date of the
     amendment and  restatement of the Original  Agreement, under
     the UCC of all jurisdictions  that the Agent deems necessary
     or  desirable in  order to  perfect the  ownership interests
     created hereby;

          (d)  Completed  requests  for  information  (Form  UCC-
     11)(or  a  similar  search   report  certified  by  a  party
     acceptable  to the Agent),  dated a date  reasonably near to
     the date of  the amendment and  restatement of the  Original
     Agreement, listing  the financing statements referred  to in
     Section  3.01(d) and  the financing statements  or financing
     statement amendments referred to in subsection (c) above and
     all  other  effective  financing  statements  filed  in  the
     jurisdictions referred to in  subsection (c) above that name
     the Seller (under its present name and any previous name) as
     debtor,  together  with  copies  of  such  other   financing
     statements  (none  of  which shall  cover  any  Receivables,
     Contracts or Related Security).

          (e)  A favorable opinion of Caroline D. Giddings, Esq.,
     Attorney  for  the  Seller,  substantially in  the  form  of
     Exhibit C  hereto and as to such  other matters as the Agent
     may reasonably request.

          (f)  A  favorable opinion  of D'Amato &  Lynch, counsel
     for  the  Agent,  as  to  such  matters  as  the  Agent  may
     reasonably request.

          (g)  An   executed  copy   of  the   Parallel  Purchase  
     Commitment.

          (h)  Certified copies of the Tariffs (to the extent not
     previously delivered).


          SECTION 3.03.   Conditions  Precedent to All  Purchases
and   Reinvestments.    Each   Purchase  (including  the  initial
Purchase)  hereunder and  the right  of the  Collection Agent  to
reinvest in Pool Receivables those Collections attributable to an
Eligible Asset pursuant to Sections 2.05 or 2.06 shall be subject
to  the further conditions precedent that (a) with respect to any
such Purchase,  on or  prior to the  date of  such Purchase,  the
Collection Agent shall have  delivered to the Agent, in  form and
substance satisfactory to the Agent, a completed Investor Report,
dated within 5 days prior to  the date of such Purchase, together
with  a listing  by  Obligor of  all  Pool Receivables  and  such
additional  information as  may  be reasonably  requested by  the
Agent, and (b) on  the date of such Purchase  or reinvestment the
following  statements shall  be true (and  the acceptance  by the
Seller  of the  proceeds of  such Purchase or  reinvestment shall
constitute a  representation and warranty  by the Seller  that on
the date of  such Purchase  or reinvestment  such statements  are
true):

          (i)  The  representations  and warranties  contained in
     Section 4.01 of this Agreement are  correct on and as of the
     date  of such  Purchase  or reinvestment,  before and  after
     giving effect to  such Purchase or  reinvestment and to  the
     application of the proceeds therefrom, as though made on and
     as of such date,

          (ii) No event has occurred  and is continuing, or would
     result  from  such  Purchase  or reinvestment  or  from  the
     application of  the proceeds therefrom, which constitutes an
     Event of  Investment  Ineligibility or  would constitute  an
     Event of  Investment Ineligibility  but for  the requirement
     that notice be given or time elapse or both,

          (iii)  The Agent shall not have delivered to the Seller
     a  notice  that  the Investor  shall  not  make any  further
     Purchases hereunder and/or that  the Collection Agent  shall
     not reinvest in any Pool Receivables on behalf of the Owner,
     and

          (iv)   On  such date,  all  of the  Seller's  long-term
     public  senior debt  securities are rated  at least  BBB- by
     Standard & Poor's Corporation  and Baa3 by Moody's Investors
     Service, Inc.,

and  (c) the  Agent  shall have  received  such other  approvals,
opinions or documents as the Agent may reasonably request.


                            ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES 

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

          (a)  The Seller  is  a corporation  duly  incorporated,
     validly  existing and in good standing under the laws of the
     jurisdiction indicated at the beginning of this Agreement.

          (b)  The  execution,  delivery and  performance  by the
     Seller  of  this  Agreement  and the  Certificate,  and  the
     Seller's use of the proceeds of Purchases and reinvestments,
     are  within the  Seller's corporate  powers, have  been duly
     authorized   by  all  necessary  corporate  action,  do  not
     contravene (i) the  Seller's charter or by-laws  or (ii) law
     or any  contractual restriction binding on  or affecting the
     Seller, and do not  result in or require the creation of any
     Adverse  Claim (other  than  pursuant hereto)  upon or  with
     respect  to  any  of  its  properties;  and  no  transaction
     contemplated hereby requires compliance  with any bulk sales
     act or similar law.

          (c)  No authorization or approval  or other action  by,
     and no notice to or  filing with, any governmental authority
     or  regulatory  body  is  required for  the  due  execution,
     delivery and performance by the Seller of this  Agreement or
     the Certificate, or for the perfection of or the exercise by
     the Agent  or  any  Owner of  their  respective  rights  and
     remedies under this  Agreement and  the Certificate,  except
     for the filings of the  financing statements referred to  in
     Article III,  all of which, on  or prior to the  date of the
     effectiveness  of  the  amendment  and  restatement  of  the
     Original  Agreement, will have been duly made and be in full
     force and effect.

          (d)  This Agreement and the Certificate  are the legal,
     valid  and  binding  obligations of  the  Seller enforceable
     against  the  Seller  in  accordance  with their  respective
     terms.

          (e)  The  balance   sheets  of   the  Seller   and  its
     subsidiaries  as  at  December  31, 1993,  and  the  related
     statements of income and retained earnings of the Seller and
     its  subsidiaries for the fiscal year  then ended, copies of
     which have been  furnished to the Agent, fairly  present the
     financial condition of the Seller and its subsidiaries as at
     such  date and the results  of the operations  of the Seller
     and  its subsidiaries for the period ended on such date, all
     in  accordance with generally accepted accounting principles
     consistently applied, and since December 31, 1993, there has
     been  no  material  adverse  change  in  such  condition  or
     operations.

          (f)  There  is  no  pending  or  threatened  action  or
     proceeding affecting  the Seller or any  of its subsidiaries
     before  any court,  governmental agency or  arbitrator which
     may materially adversely affect (i)  the financial condition
     or  operations of the Seller  or any of  its subsidiaries or
     (ii) the  ability of the  Seller to perform  its obligations
     under this  Agreement or the Certificate,  or which purports
     to affect  the legality, validity or  enforceability of this
     Agreement or the Certificate.

          (g)  No proceeds  of any Purchase or  reinvestment will
     be used to  acquire any equity security of a  class which is
     registered pursuant to Section 12 of the Securities Exchange
     Act of 1934.

          (h)  The Seller  is the  legal and beneficial  owner of
     the Pool Receivables and Related Security free  and clear of
     any Adverse Claim except as created by this Agreement;  upon
     each   Purchase  or  reinvestment,  the  Owner  making  such
     Purchase or reinvestment will  acquire a valid and perfected
     first  priority undivided  percentage ownership  interest to
     the  extent of  the  pertinent Eligible  Asset in  each Pool
     Receivable then  existing or  thereafter arising and  in the
     Related Security  and Collections with  respect thereto free
     and clear of  any Adverse  Claim except as  created by  this
     Agreement.    No  effective  financing  statement  or  other
     instrument similar  in effect  covering any Contract  or any
     Pool Receivable or the  Related Security or Collections with
     respect thereto is  on file in any  recording office, except
     those  filed  in  favor  of  the   Agent  relating  to  this
     Agreement.

          (i)  Each Investor Report  (if prepared by  the Seller,
     or  to  the extent  that  information  contained therein  is
     supplied by  the  Seller), information,  exhibit,  financial
     statement, document, book, record  or report furnished or to
     be furnished at  any time by the Seller to  the Agent or any
     Owner  in  connection with  this  Agreement  is or  will  be
     accurate  in all material respects as of its date or (except
     as  otherwise disclosed to the  Agent or such  Owner, as the
     case may  be, at such time) as of the date so furnished, and
     no  such  document  contains  or  will  contain  any  untrue
     statement of  a material fact or omits or will omit to state
     a  material fact necessary  in order to  make the statements
     contained therein,  in the light of  the circumstances under
     which they were made, not misleading.

          (j)  The chief place  of business  and chief  executive
     office of the Seller  and the office where the  Seller keeps
     its records  concerning the Pool Receivables  are located at
     the address specified  on the signature  page hereof (or  at
     such other  locations, notified  to the Agent  in accordance
     with  Section 5.01  (f), in  jurisdictions where  all action
     required by Section 6.05 has been taken and completed).

          (k)  The names and addresses of all the Special Account
     Banks,  together with  the  account numbers  of the  Special
     Accounts  of  the  Seller  at such  Special  Account  Banks,
     specified in  Schedule I  hereto (or at  such other  Special
     Account  Banks and/or  with such  other Special  Accounts as
     have been notified  to the Agent in  accordance with Section
     5.03(e)).

          (i)  Neither the Seller nor any Affiliate of the Seller
     has  any direct  or  indirect ownership  or other  financial  
     interest in any Owner.

          (m)  Each Purchase and each reinvestment of Collections
     in  Pool   Receivables  will   constitute  (i)   a  "current
     transaction" within  the meaning  of Section 3(a)(3)  of the
     Securities Act of 1933,  as amended, and (ii) a  purchase or
     other  acquisition  of  notes,  drafts,   acceptances,  open
     accounts receivable or  other obligations representing  part
     or  all of  the  sales price  of  merchandise, insurance  or
     services  within  the  meaning  of Section  3(c)(5)  of  the
     Investment Company Act of 1940, as amended. 


                            ARTICLE V

                 GENERAL COVENANTS OF THE SELLER


          SECTION  5.01.   Affirmative  Covenants of  the Seller.
Until the later  of the  Facility Termination Date  and the  date
upon which no Capital  for any Eligible Asset shall  be existing,
the  Seller will,  unless the  Agent shall  otherwise consent  in
writing:

          (a)  Compliance with Laws, Etc.  Comply in all material
     respects with all  applicable laws,  rules, regulations  and
     orders with respect to  it, its business and  properties and
     all Pool Receivables and related Contracts, Related Security
     and Collections with respect thereto.

          (b)  Preservation of Corporate Existence.  Preserve and
     maintain its  corporate  existence, rights,  franchises  and
     privileges  in  the jurisdiction  of its  incorporation, and
     qualify and remain qualified  in good standing as a  foreign
     corporation  in  each  jurisdiction  where  the  failure  to
     preserve  and maintain  such existence,  rights, franchises,
     privileges  and  qualification  would  materially  adversely
     affect the interests of the Owners or the Agent hereunder or
     in the Pool Receivables and Related Security, or the ability
     of  the Seller  or  the Collection  Agent  to perform  their
     respective  obligations hereunder  or  the  ability  of  the
     Seller to perform its obligations under the Contracts.

          (c)  Audits.   At any time and from time to time during
     regular business hours, permit  the Agent, or its  agents or
     representatives,  (i)  to examine  and  make  copies of  and
     abstracts from all books, records  and documents (including,
     without  limitation,   computer  tapes  and  disks)  in  the
     possession or  under the control  of the Seller  relating to
     Pool  Receivables  and  the  Related   Security,  including,
     without limitation, the related Contracts, and (ii) to visit
     the  offices and properties of the Seller for the purpose of
     examining such materials described  in clause (i) above, and
     to  discuss matters  relating  to Pool  Receivables and  the
     Related Security  or the  Seller's performance hereunder  or
     under the Contracts with any of the officers or employees of
     the Seller having knowledge of such matters.

          (d)  Keeping of Records and Books of Account.  Maintain
     and  implement  administrative   and  operating   procedures
     (including,  without  limitation,  an  ability  to  recreate
     records  evidencing Pool  Receivables  in the  event of  the
     destruction   of  the  originals   thereof),  and  keep  and
     maintain,   all   documents,   books,  records   and   other
     information  reasonably  necessary  or  advisable   for  the
     collection  of  all  Pool  Receivables  (including,  without
     limitation,   records   adequate   to   permit   the   daily
     identification  of  each   new  Pool   Receivable  and   all
     Collections  of   and  adjustments  to  each  existing  Pool
     Receivable).  

          (e)  Performance  and  Compliance with  Receivables and
     Contracts.   At its  expense  timely and  fully perform  and
     comply  with all  material  provisions, covenants  and other
     promises required to  be observed by it  under the Contracts
     related to the Pool Receivables.

          (f)  Location  of Records.    Keep its  chief place  of
     business and chief  executive office and the office where it
     keeps  its records  concerning the  Pool Receivables  at the
     address  of the Seller  referred to  in Section  4.01(j) or,
     upon  30 days'  prior written  notice to  the Agent,  at any
     other locations in a  jurisdiction where all action required
     by Section 6.05 shall have been taken.

          (g)  Credit and  Collection  Policies.   Comply in  all
     material respects  with its Credit and  Collection Policy in
     regard to each Pool Receivable and the related Contract.

          (h)  Collections.   Upon the request of  the Agent, (i)
     instruct  all  Obligors  to  cause  all  Collections  to  be
     deposited  directly either  to a  Special Account or  to the
     Concentration   Account,  (ii)  deposit,   or  cause  to  be
     deposited, all  Collections in  the Special Accounts  to the
     Concentration  Account, and  (iii) deposit,  or cause  to be
     deposited, all  Collections in the Concentration  Account to
     the Designated Account.


          SECTION  5.02.  Reporting  Requirements of  the Seller.
Until the later  of the  Facility Termination Date  and the  date
upon which no Capital  for any Eligible Asset shall  be existing,
the  Seller  will, unless  the Agent  shall otherwise  consent in
writing, furnish to the Agent:

          (a)  as soon as  available and in  any event within  60
     days after  the end of each  of the first  three quarters of
     each fiscal year of the Seller, balance sheets of the Seller
     and  its  subsidiaries as  of the  end  of such  quarter and
     statements of income and retained earnings of the Seller and
     its subsidiaries for the period commencing at the end of the
     previous  fiscal  year  and  ending  with the  end  of  such
     quarter,  certified by  the chief  financial officer  of the
     Seller;

          (b)  as soon as  available and in any  event within 120
     days after the end of each fiscal year of the Seller, a copy
     of the  annual report for such  year for the  Seller and its
     subsidiaries, containing financial  statements for such year
     certified  in a  manner acceptable  to the  Agent by  Arthur
     Andersen  &  Co.  or  other  independent public  accountants
     acceptable to the Agent;

          (c)  as  soon as possible and  in any event within five
     days  after  the  occurrence  of each  Event  of  Investment
     Ineligibility  and  each event  which,  with  the giving  of
     notice  or lapse of time, or both, would constitute an Event
     of Ineligibility, continuing on  the date of such statement,
     a statement  of the  chief financial  officer of  the Seller 
     setting  forth   details   of  such   Event  of   Investment
     Ineligibility or  event and the action which  the Seller has
     taken and proposes to take with respect thereto;

          (d)  promptly  after the  sending  or  filing  thereof,
     copies of all reports which  the Seller sends to any of  its
     security holders, and copies of all reports and registration
     statements which the Seller or any subsidiary files with the
     Securities   and  Exchange   Commission   or  any   national
     securities exchange;

          (e)  promptly  after the  filing or  receiving thereof,
     copies  of all reports and  notices which the  Seller or any
     subsidiary  files under  ERISA  with  the  Internal  Revenue
     Service or  the Pension Benefit Guaranty  Corporation or the
     U.S.  Department  of  Labor  or  which  the  Seller  or  any
     subsidiary receives from such Corporation; and

          (f)  such  other  information,  documents,  records  or
     reports respecting the Receivables, the  Related Security or
     the Contracts  or the condition or  operations, financial or
     otherwise, of the Seller  or any of its subsidiaries  as the
     Agent may from time to time reasonably request.


          SECTION 5.03.  Negative Covenants of the Seller.  Until
the  later of  the Facility  Termination Date  and the  date upon
which  no Capital for any  Eligible Asset shall  be existing, the
Seller will not, without the written consent of the Agent:

          (a)  Sales, Liens,  Etc.  Except  as otherwise provided
     herein, or pursuant to  the Citibank Agreement, sell, assign
     (by operation of law or otherwise) or otherwise  dispose of,
     or grant any option with respect to, or create  or suffer to
     exist  any  Adverse Claim  upon  or  with  respect  to,  the
     Seller's  undivided  interest  in  any  Pool  Receivable  or
     Related Security or Collections  in respect thereof, or upon
     or with  respect to  any  related Contract  or any  Lock-Box
     Account to  which any Collections of any Pool Receivable are
     sent,  or assign  any  right to  receive  income in  respect
     thereof.

          (b)  Extension or Amendment of Receivables.   Except as
     otherwise  permitted  in  Section  6.02,  extend,  amend  or
     otherwise modify the terms of any Pool Receivable, or amend,
     modify  or  waive  any  term or  condition  of  any Contract
     related thereto.

          (c)  Change  in  Business  or  Credit   and  Collection
     Policy.  Make any change in the character of its business or
     in the Credit and Collection Policy, which change  would, in
     either   case,   be   reasonably   likely   to   impair  the
     collectibility of any Pool Receivable.

          (d)  Change in Payment Instruction to Obligors.  Add or
     terminate any  bank as  a  Special Account  Bank from  those
     listed  in  Schedule I  hereto, or  make  any change  in its
     instructions to  Obligors regarding  payments to be  made to  
     the Seller or  payments to  be made to  any Special  Account
     Bank or to the Concentration Account, unless the Agent shall
     have  received  notice  of  such  addition,  termination  or
     change.

          (e)  Deposits   to   Special  Accounts,   Concentration
     Account  and Designated  Accounts.    Deposit  or  otherwise
     credit, or cause or  permit to be so deposited  or credited,
     to the Designated  Account (or, if instructed  by the Agent,
     to the Special Accounts  or the Concentration Accounts) cash
     or cash proceeds other than Collections of Pool Receivables.


                            ARTICLE VI

                  ADMINISTRATION AND COLLECTION


          SECTION 6.01.   Designation  of Collection Agent.   The
Pool Receivables shall be serviced, administered and collected by
the Person (the "Collection Agent") designated to do so from time
to time in  accordance with this Section  6.01.  Until the  Agent
designates  a   new  Collection  Agent,  the   Seller  is  hereby
designated as,  and  hereby  agrees  to perform  the  duties  and
obligations  of,  the  Collection  Agent pursuant  to  the  terms
hereof.  The Agent  may at any time designate as Collection Agent
any  Person  (including itself)  to  succeed  the Seller  or  any
successor Collection  Agent, if  such Person (other  than itself)
shall agree in writing  to perform the duties and  obligations of
the  Collection   Agent  pursuant  to  the  terms  hereof.    The
Collection  Agent  may, with  the  prior  consent of  the  Agent,
subcontract  with  any other  Person  to  service, administer  or
collect the Pool Receivables,  provided that the Collection Agent
shall remain  liable  for  the  performance  of  the  duties  and
obligations of the Collection Agent pursuant to the terms hereof.


          SECTION  6.02.   Duties of Collection  Agent.   (a) The
Collection Agent shall take or cause to be taken all such actions
as  may be necessary or advisable to collect each Pool Receivable
from  time to time, all in accordance with applicable laws, rules
and  regulations,  with reasonable  care  and  diligence, and  in
accordance  with the Credit and  Collection Policy.   Each of the
Seller, the Owner and the Agent hereby  appoints as its agent the
Collection  Agent,  from  time  to time  designated  pursuant  to
Section 6.01, to enforce its  respective rights and interests  in
and under  the Pool  Receivables,  the Related  Security and  the
related Contracts.  The Collection Agent shall set aside and hold
in  trust for  the account  of the  Seller and  each Owner  their
respective  allocable   shares   of  the   Collections  of   Pool
Receivables  in accordance with Sections 2.05  and 2.06 but shall
not  be required  (unless otherwise  requested  by the  Agent) to
segregate the funds constituting such portion of such Collections
prior to the remittance thereof in accordance with said Sections.
If instructed by the Agent, the Collection  Agent shall segregate
and deposit with a bank (which may be Citibank) designated by the
Agent such allocable share of Collections of Pool Receivables set
aside  for each Owner on the first Business Day following receipt
by the  Collection Agent of  such Collections.   If  no Event  of
Investment Ineligibility or Event of Purchase Ineligibility shall
have  occurred and  be continuing,  the Seller,  while it  is the
Collection  Agent,  may,  in   accordance  with  the  Credit  and
Collection Policy, extend the  maturity or adjust the Outstanding
Balance  of any Defaulted Receivable as  the Seller may determine
to  be appropriate to  maximize Collections thereof.   The Seller
shall  deliver to the Collection  Agent, and the Collection Agent
shall hold in trust for the  Seller and each Owner in  accordance
with their  respective interests, all  documents, instruments and
records (including, without limitation,  computer tapes or disks)
which evidence or relate to Pool Receivables.

     (b)  The  Collection  Agent  shall as  soon  as  practicable
following receipt turn  over to  the Seller (i)  that portion  of
Collections  of  Pool  Receivables  representing   its  undivided
interest  therein, less,  in  the event  the  Seller is  not  the
Collection Agent, all reasonable out-of-pocket costs and expenses
of  such  Collection   Agent  of  servicing,   administering  and
collecting  the Pool Receivables to the extent not covered by the
Collection Agent Fee received  by it and (ii) the  Collections of
any  Receivable which is not  a Pool Receivable.   The Collection
Agent, if other  than the  Seller, shall as  soon as  practicable
upon demand deliver to the Seller all documents,  instruments and
records  in  its possession  which  evidence  or  relate to  Pool
Receivables.   The Collection  Agent's  authorization under  this
Agreement shall terminate,  after the Facility Termination  Date,
upon  receipt by each  Owner of  an Eligible  Asset of  an amount
equal to the Capital  plus accrued Yield for such  Eligible Asset
plus  all other  amounts owed  to the Agent,  each Owner  and the
Seller  and  (unless  otherwise  agreed  by  the  Agent  and  the
Collection Agent) the Collection Agent under this Agreement.


          SECTION 6.03.   Rights of the Agent.   (a) The Agent is
hereby  authorized at any time  to instruct the  Obligors of Pool
Receivables,  or  any of  them, to  make  payment of  all amounts
payable under any Pool  Receivable to a Designated Account.   The
Seller shall,  promptly at the  Agent's request, send  notices to
the Obligors  of Pool  Receivables, or  any of  them, instructing
them  to make  payment  in the  manner  requested by  the  Agent.
Further, the  Agent may  notify at any  time and at  the Seller's
expense the Obligors of Pool Receivables,  or any of them, of the
ownership of Eligible Assets by the Owners.

     (b)  At any time  following the designation  of a Collection
Agent other than the Seller pursuant to Section 6.01:

          (i)  The  Agent  may  direct   the  Obligors  of   Pool
     Receivables,  or any of them, to make payment of all amounts
     due or to become due to the Seller under any Pool Receivable
     directly to the Agent or its designee.

          (ii) The Seller  shall, at  the Agent's request  and at
     the Seller's expense, give notice of such  ownership to such
     Obligors and  direct them to make such  payments directly to
     the Agent or its designee. 

          (iii)  The Seller  shall, at  the Agent's  request, (A)
     assemble all of the documents, instruments and other records
     (including,  without limitation,  computer tapes  and disks)
     which  evidence  the  Pool   Receivables,  and  the  related
     Contracts and  Related  Security,  or  which  are  otherwise
     necessary or desirable to collect such Pool Receivables, and
     shall  make the  same  available to  the  Agent at  a  place
     selected by the Agent or its designee, and (B) segregate all
     cash, checks and other instruments  received by it from time
     to time  constituting Collections  of Pool Receivables  in a
     manner  acceptable to  the  Agent and  shall, promptly  upon
     receipt, remit  all such cash, checks  and instruments, duly
     endorsed or  with duly executed instruments  of transfer, to
     the Agent or its designee.

          (iv)  The Agent  may  take any  and  all steps  in  the
     Seller's name and  on behalf  of the Seller  and the  Owners
     necessary or  desirable, in the determination  of the Agent,
     to  collect  all  amounts  due   under  any  and  all   Pool
     Receivables,  including,  without limitation,  endorsing the
     Seller's name on checks  and other instruments  representing
     Collections, enforcing such Pool Receivables and the related
     Contracts,  and  adjusting,  settling  or  compromising  the
     amount or payment  thereof, in  the same manner  and to  the
     same extent as the Seller might have done.


          SECTION   6.04.     Responsibilities  of   the  Seller.
Anything herein to the contrary notwithstanding:

          (a)  The Seller  shall perform all  of its  obligations
     under the Contracts related  to the Pool Receivables  to the
     same  extent  as  if  Eligible  Assets  had  not  been  sold
     hereunder  and  the exercise  by  the  Agent  of its  rights
     hereunder shall not relieve the Seller from such obligations
     or its obligations with respect to Pool Receivables; and

          (b)  Neither the  Agent nor  the Owners shall  have any
     obligation or liability with respect to any Pool Receivables
     or  related Contracts, nor shall any of them be obligated to
     perform any of the obligations of the Seller thereunder.


          SECTION  6.05.   Further  Action  Evidencing Purchases.
(a) The Seller agrees that from  time to time, at its expense, it
will  promptly execute  and deliver  all further  instruments and
documents,  and take all further action, that may be necessary or
desirable,  or that the Agent may reasonably request, in order to
perfect,  protect  or more  fully  evidence  the Eligible  Assets
purchased  by the Owners  hereunder, or to enable  any of them or
the  Agent to exercise and enforce any of their respective rights
and  remedies  hereunder  or  under  the  Certificate.    Without
limiting the generality  of the foregoing,  the Seller will  upon
the request of the Agent: (i)  execute and file such financing or
continuation statements,  or  amendments thereto  or  assignments
thereof,  and  such  other  instruments  or  notices,  as  may be
necessary or desirable, or as the Agent may request, in order  to
perfect,  protect or  evidence  such Eligible  Assets; (ii)  mark  
conspicuously  each invoice evidencing  each Pool  Receivable and
the related  Contract with  a  legend, acceptable  to the  Agent,
evidencing that such Eligible Assets have been sold in accordance
with this  Agreement; and (iii)  mark its master  data processing
records  evidencing such  Pool Receivables and  related Contracts
with such legend.

          (b) The Seller  hereby authorizes the Agent to file one
or  more financing  or  continuation  statements, and  amendments
thereto  and assignments thereof, relating  to all or  any of the
Contracts,  or  Pool Receivables  and  the  Related Security  and
Collections  with  respect  thereto  now  existing  or  hereafter
arising without  the signature of  the Seller where  permitted by
law.   A photocopy or other reproduction of this Agreement or any
financing statement covering all or any of the Contracts, or Pool
Receivables and the Related Security and Collections with respect
thereto  shall  be  sufficient  as a  financing  statement  where
permitted by law.

          (c)  If  the  Seller  fails to  perform  any  agreement
contained  herein,  the  Agent   may  itself  perform,  or  cause
performance of,  such agreement,  and the  expenses of  the Agent
incurred in connection therewith  shall be payable by  the Seller
under Section 10.01 or Section 11.06, as applicable.


                           ARTICLE VII

                EVENTS OF INVESTMENT INELIGIBILITY


          SECTION 7.01.  Events  of Investment Ineligibility.  If
any    of   the   following   events   ("Events   of   Investment
Ineligibility") shall occur and 'be continuing:

          (a)  the Collection Agent (if the  Seller or any of its
     Affiliates) (i) shall fail to  perform or observe any  term,
     covenant or  agreement hereunder (other than  as referred to
     in  clause (ii)  of this  Section 7.01(a)) and  such failure
     shall  remain unremedied  for  three Business  Days or  (ii)
     shall  fail to make any payment or  deposit to be made by it
     hereunder when due; or

          (b)  the Seller  shall fail  to perform or  observe any
     term, covenant  or agreement contained  in Section  5.02(c),
     5.03(e) or 6.03(a); or

          (c)  any representation  or warranty or  statement made
     by  the  Seller  (or  any  of  its  officers)  under  or  in
     connection  with this  Agreement  shall prove  to have  been
     incorrect in any material respect when made; or

          (d)  the Seller  shall fail  to perform or  observe any
     other  term,  covenant   or  agreement  contained   in  this
     Agreement  on its part to  be performed or  observed and any
     such  failure  shall remain  unremedied  for  10 days  after
     written notice thereof shall  have been given to the  Seller
     by the Agent; or 

          (e)  the Seller shall fail to  pay any principal of  or
     premium  or interest on any  Debt when the  same becomes due
     and  payable   (whether  by  scheduled   maturity,  required
     prepayment, acceleration,  demand  or otherwise),  and  such
     failure shall continue after the applicable grace period, if
     any, specified  in the  agreement or instrument  relating to
     such Debt; or any other event shall occur or condition shall
     exist under any agreement or instrument relating to any such
     Debt and  shall continue after the  applicable grace period,
     if  any, specified in  such agreement or  instrument, if the
     effect  of such event or  condition is to  accelerate, or to
     permit the  acceleration of, the  maturity of such  Debt; or
     any such Debt shall  be declared to  be due and payable,  or
     required to be prepaid (other than  by a regularly scheduled
     required prepayment), prior to the stated  maturity thereof;
     or

          (f)  any  Purchase  or  any  reinvestment  pursuant  to
     Section  2.05 shall for  any reason (other  than pursuant to
     the  terms hereof)  cease to create,  or any  Eligible Asset
     shall  for any  reason cease  to be,  a valid  and perfected
     first  priority undivided  percentage ownership  interest to
     the  extent   of  the  pertinent  Eligible   Asset  in  each
     applicable  Pool Receivable  and  the Related  Security  and
     Collections with  respect thereto  or the  Certificate shall
     for  any reason  cease  to evidence  in  the Owner  of  such
     Eligible Asset  legal and equitable title  to, and ownership
     of,  an undivided  percentage  ownership  interest  in  Pool
     Receivables  and  Related Security  to  the  extent of  such
     Eligible Asset; or

          (g)  the Seller shall admit in writing its inability to
     pay its debts generally, or shall make a  general assignment
     for the  benefit of  creditors; or any  proceeding shall  be
     instituted by or against the Seller seeking to adjudicate it
     a bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief,
     or composition of it or its  debts under any law relating to
     bankruptcy,  insolvency  or   reorganization  or  relief  of
     debtors, or seeking the entry of an order for relief  or the
     appointment  of  a  receiver,  trustee, custodian  or  other
     similar official for it  or for any substantial part  of its
     property  and, in the case of any such proceeding instituted
     against  it   (but  not  instituted  by   it),  either  such
     proceeding shall remain undismissed or unstayed for a period
     of 30 days, or any of the actions sought in such  proceeding
     (including, without  limitation, the  entry of an  order for
     relief against,  or the appointment of  a receiver, trustee,
     custodian  or other  similar  official for,  it  or for  any
     substantial part of its property) shall occur; or the Seller
     shall  take any  corporate  action to  authorize any  of the
     actions set forth above in this subsection (g); or

          (h)  the  Default  Ratio as  at  the  last day  of  any
     calendar month shall exceed 6%  or the Delinquency Ratio  as
     at the last day of any calendar month shall exceed 20%; or

          (i)  the   sum  of   the  Eligible   Assets  percentage 
     hereunder  plus the "Eligible  Assets" percentage  under the
     Citibank Agreement  shall for  a period of  five consecutive
     Business Days be equal to or exceed 100%; or

          (j)  there  shall have been any material adverse change
     in the financial condition or operations of the Seller since
     December  31, 1993, or  there shall have  occurred any event
     which materially adversely affects the collectibility of the
     Pool  Receivables, or  there shall  have occurred  any other
     event which materially adversely  affects the ability of the
     Seller  to collect  Pool Receivables or  the ability  of the
     Seller to perform hereunder;

then,  and in  any such event,  the Agent  may, by  notice to the
Seller declare  the Facility  Termination Date to  have occurred,
whereupon the  Facility Termination  Date shall  forthwith occur,
without demand, protest  or further  notice of any  kind, all  of
which are hereby  expressly waived by the  Seller; provided that,
in the event of an actual or deemed entry of an  order for relief
with respect to the  Seller under the Federal Bankruptcy  Code or
the occurrence  of any event  described above in  subsection (f),
the Facility Termination Date shall automatically  occur, without
demand,  protest or  any  notice of  any kind,  all of  which are
hereby expressly waived by the Seller.  Upon any such termination
of the Facility, the Agent and the Owners shall have, in addition
to  all  other  rights  and  remedies  under  this  Agreement  or
otherwise, all other  rights and remedies provided  under the UCC
of the  applicable jurisdiction and other  applicable laws, which
rights shall be  cumulative.  Without  limiting the foregoing  or
the  general applicability  of Article  IX hereof, any  Owner may
elect to assign any  Eligible Asset owned by such  Owner pursuant
to  Section  9.01  following  the  occurrence  of  any  Event  of
Investment Ineligibility.


                           ARTICLE VIII

                            THE AGENT


          SECTION  8.01.   Authorization and  Action.   The Owner
hereby appoints and authorizes  the Agent to take such  action as
agent  on its  behalf  and to  exercise  such powers  under  this
Agreement  as are  delegated to  the Agent  by the  terms hereof,
together with such powers as are reasonably incidental thereto.


          SECTION  8.02.   Agent's  Reliance, Etc.   Neither  the
Agent nor  any of  its directors,  officers, agents  or employees
shall be liable for any action taken or omitted to be taken by it
or  them  as Agent  under or  in  connection with  this Agreement
(including,   without   limitation,   the    Agent's   servicing,
administering or collecting Pool  Receivables as Collection Agent
pursuant  to Section  6.01), except  for its  or their  own gross
negligence  or  willful   misconduct.     Without  limiting   the
generality of  the foregoing,  the  Agent: (i)  may consult  with
legal counsel  (including  counsel for  the Seller),  independent
public accountants and other experts selected by it and shall not 
be  liable for any  action taken or  omitted to be  taken in good
faith  by it  in  accordance with  the  advice of  such  counsel,
accountants or experts; (ii)  makes no warranty or representation
to any  Owner and shall not  be responsible to any  Owner for any
statements,  warranties  or representations  (whether  written or
oral) made in or  in connection with this Agreement;  (iii) shall
not  have  any  duty  to  ascertain  or  to  inquire  as  to  the
performance  or  observance of  any  of the  terms,  covenants or
conditions  of this  Agreement on  the part  of the Seller  or to
inspect  the property (including  the books  and records)  of the
Seller; (iv) shall  not be responsible to  any Owner for the  due
execution,   legality,  validity,   enforceability,  genuineness,
sufficiency or  value of this  Agreement, the Certificate  or any
other instrument  or document furnished pursuant  hereto; and (v)
shall incur no liability under or in respect of this Agreement by
acting upon any notice  (including notice by telephone), consent,
certificate  or  other instrument  or  writing (which  may  be by
telecopier,  telegram,  cable or  telex)  believed  by it  to  be
genuine and signed or sent by the proper party or parties.


          SECTION 8.03.   CNAI and  Affiliates.  With  respect to
any  Eligible Asset owned by it,  CNAI shall have the same rights
and  powers under  this  Agreement as  any  other Owner  and  may
exercise the  same as though it were not the Agent.  CNAI and its
Affiliates  may generally engage in any kind of business with the
Seller or any Obligor, any of their respective Affiliates and any
Person who may do business  with or own securities of the  Seller
or any  Obligor or any of their  respective Affiliates, all as if
CNAI  were not the Agent and without any duty to account therefor
to the Owners.


          SECTION  8.04.    Investor's  Purchase Decision.    The
Investor  acknowledges  that  it has,  independently  and without
reliance upon the Agent, any of its Affiliates or any other Owner
and based on the financial statements referred to in Section 4.01
and  such  other  documents  and  information  as  it  has deemed
appropriate, made its own  credit analysis and decision to  enter
into  this Agreement  and, if  it so  determines, to  purchase an
undivided ownership interest in  Pool Receivables hereunder.  The
Owner also  acknowledges that it will,  independently and without
reliance upon the Agent, any of its Affiliates or any other Owner
and  based on  such documents  and information  as it  shall deem
appropriate  at  the  time,  continue  to  make  its  own  credit
decisions in taking or not taking action under this Agreement.


                            ARTICLE IX

                  ASSIGNMENT OF ELIGIBLE ASSETS


          SECTION 9.01.  Assignability.   (a)  This Agreement and
the Owner's rights and obligations herein (including ownership of
each Eligible Asset)  shall be  assignable by the  Owner and  its
successors  and   assigns  to   Citibank,  CNAI,  any   of  their
Affiliates,  any Person managed by Citibank, CNAI or any of their 
Affiliates, or to any financial institution or other entity which
is  acceptable to  the Agent  and approved  by the  Seller, which
approval shall not be unreasonably withheld.

          (b)  Each assignor of an Eligible Asset or any interest
therein  shall  notify  the Agent  and  the  Seller  of any  such
assignment.


          SECTION 9.02.   Annotation  of Certificate.   The Agent
shall annotate  the Certificate  to reflect any  assignments made
pursuant to Section 9.01 or otherwise.


                            ARTICLE X

                         INDEMNIFICATION


          SECTION  10.01.   Indemnities by  the Seller.   Without
limiting  any  other rights  which the  Agent,  any Owner  or any
Affiliate of any thereof (each,  an "Indemnified Party") may have
hereunder or under  applicable law, the  Seller hereby agrees  to
indemnify each  Indemnified Party from  and against  any and  all
claims,  losses and liabilities  (including reasonable attorneys'
fees) (all  of the  foregoing being  collectively referred to  as
"Indemnified  Amounts") growing  out  of or  resulting from  this
Agreement or the use of proceeds of Purchases or reinvestments or
the  ownership of Eligible Assets or in respect of any Receivable
or any  Contract, excluding, however, (a)  Indemnified Amounts to
the extent resulting from  gross negligence or willful misconduct
on  the part of such  Indemnified Party, (b)  recourse (except as
otherwise   specifically   provided   in  this   Agreement)   for
uncollectible  Receivables or  (c) any  income taxes  incurred by
such Indemnified  Party arising  out of or  as a  result of  this
Agreement  or the ownership of  Eligible Assets or  in respect of
any  Receivable  or  any  Contract.   Without  limiting  or being
limited by the foregoing, the Seller  shall pay on demand to each
Indemnified Party any and all amounts necessary to indemnify such
Indemnified  Party  from  and  against any  and  all  Indemnified
Amounts relating to or resulting from:

          (i)  the creation of an undivided  percentage ownership
     interest in any Receivable  which is not at the date  of the
     creation of  such interest  an Eligible Receivable  or which
     thereafter ceases to be an Eligible Receivable;

          (ii) reliance  on  any  representation or  warranty  or
     statement made or  deemed made by the Seller (or  any of its
     officers) under  or in connection with  this Agreement which
     shall have been incorrect in any material respect when made;

          (iii)     the failure by the  Seller to comply with any
     applicable law, rule or regulation  with respect to any Pool
     Receivable or the related  Contract, or the nonconformity of
     any Pool Receivable  or the related  Contract with any  such
     applicable law, rule or regulation;

          (iv) the  failure to vest  in the Owner  of an Eligible
     Asset  an undivided  percentage ownership  interest, to  the
     extent  of such  Eligible Asset,  in the Receivables  in, or
     purporting to  be in, the  Receivables Pool and  the Related
     Security and Collections in  respect thereof, free and clear
     of any Adverse Claim;

          (v)  the failure to have filed, or any delay in filing,
     financing  statements   or  other  similar   instruments  or
     documents under  the UCC  of any applicable  jurisdiction or
     other applicable laws with respect to any Receivables in, or
     purporting to  be in, the  Receivables Pool and  the Related
     Security and Collections in  respect thereof, whether at the
     time of any  Purchase or reinvestment  or at any  subsequent
     time;

          (vi) any dispute, claim, offset or defense (other  than
     discharge in  bankruptcy of the  Obligor) of the  Obligor to
     the  payment of any Receivable  in, or purporting  to be in,
     the  Receivables  Pool  (including,  without  limitation,  a
     defense based on such Receivable or the related Contract not
     being a legal, valid and  binding obligation of such Obligor
     enforceable against it in accordance with its terms), or any
     other claim  resulting from the  sale of the  merchandise or
     services  related to  such Receivable  or the  furnishing or
     failure to furnish such merchandise or services;

          (vii)     any  failure  of  the  Seller,  as Collection
     Agent or otherwise, to perform its duties or obligations  in
     accordance with the provisions  of Article VI or to  perform
     its duties or obligations under the Contracts;

          (viii)  any products liability claim arising out  of or
     in connection with merchandise, insurance  or services which
     are the subject of any Contract;

          (ix) any   investigation,   litigation  or   proceeding
     related  to  this  Agreement  or  the  use  of  proceeds  of
     Purchases  or reinvestments  or  the  ownership of  Eligible
     Assets or in respect of  any Receivable, Related Security or
     Contract;

          (x)  the commingling of Collections of Pool Receivables
     at any time with other funds; or

          (xi) any breakage  and other  expenses, if any,  of the
     Investor (including, without limitation, attorneys' fees and
     disbursements of the  costs, including accrued interest,  of
     interest rate  swaps, collars, forward agreements and future
     contracts) in  connection  with the  Investor's  funding  or
     maintenance of any Eligible Asset and the costs and expenses
     specifically set forth in the definition of Fixed Rate.


                            ARTICLE XI

                          MISCELLANEOUS 

          SECTION 11.01. Amendments, Etc.  No amendment or waiver
of  any  provision  of this  Agreement,  and  no  consent to  any
departure by the Seller herefrom, shall in any event be effective
unless the  same shall be in  writing and signed by  the Agent as
agent for the Owner,  and then such amendment, waiver  or consent
shall  be effective  only in  the specific  instance and  for the
specific purpose for which given.


          SECTION 11.02. Notices, Etc.    All notices  and  other
communications  provided  for hereunder  shall,  unless otherwise
stated  herein, be in writing (including telecopier, telegraphic,
telex   or   cable   communication)   and   mailed,   telecopied,
telegraphed,  telexed,  cabled or  delivered,  as  to each  party
hereto, at its address  set forth under its name on the signature
pages hereof or  at such other address as shall  be designated by
such party in a written notice to the other parties  hereto.  All
such notices  and communications shall, when  mailed, telecopied,
telegraphed, telexed  or cabled,  be effective when  deposited in
the  mails,  telecopied,  delivered  to  the  telegraph  company,
confirmed by  telex answerback or delivered to the cable company,
respectively, except that notices and communications to the Agent
pursuant to Article II  shall not be effective until  received by
the Agent.


          SECTION 11.03.  No Waiver; Remedies.  No failure on the
part  of any  Owner or  the Agent  to exercise,  and no  delay in
exercising, any  right hereunder  or under the  Certificate shall
operate  as a  waiver thereof;  nor shall  any single  or partial
exercise of  any right  hereunder preclude  any other  or further
exercise  thereof  or  the exercise  of  any  other  right.   The
remedies herein provided are cumulative and not exclusive  of any
remedies provided by law.


          SECTION 11.04.   Binding  Effect; Assignability.   This
Agreement shall be  binding upon and inure to the  benefit of the
Seller, the  Agent and each Owner and their respective successors
and assigns,  except that the Seller shall  not have the right to
assign its rights  hereunder or any  interest herein without  the
prior  written consent of the Agent.  This Agreement shall create
and constitute the continuing obligation of the parties hereto in
accordance with its  terms, and  shall remain in  full force  and
effect until such  time, after the Facility  Termination Date, as
no Capital of any Eligible  Asset shall be outstanding;  provided
that  rights and  remedies  with  respect  to the  provisions  of
Article  X and Section 11.06, 11.07 and 11.08 shall be continuing
and shall survive any termination of this Agreement.


          SECTION  11.05.  Governing Law.  This Agreement and the
Certificate  shall be  governed by,  and construed  in accordance
with, the  laws of the  State of New  York, except to  the extent
that the validity or  perfection of the interests of  the Owners,
or remedies hereunder, in respect of the Receivables, any Related
Security or any Collections  in respect thereof, are governed  by
the laws of a jurisdiction other than the State of New York. 


          SECTION 11.06.   Costs,  Expenses  and Taxes.   (a)  In
addition  to  the  rights   of  indemnification  granted  to  the
Indemnified Parties under Article X  hereof, the Seller agrees to
pay  on  demand all  costs and  expenses  in connection  with the
preparation,   execution,  delivery,   administration  (including
periodic auditing), modification and amendment of this Agreement,
the  Certificate   and  the  other  documents   to  be  delivered
hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses  of counsel  for the Agent,  the Investor,
Citibank,  CNAI  and  their respective  Affiliates  with  respect
thereto  and with  respect to  advising the Agent,  the Investor,
Citibank, CNAI and their respective Affiliates as to their rights
and  remedies under this Agreement.  The Seller further agrees to
pay  on demand all costs and expenses, if any (including, without
limitation, reasonable  counsel fees and expenses)  of the Agent,
the Owner,  CNAI and  their respective Affiliates,  in connection
with  the   enforcement  (whether  through   negotiations,  legal
proceedings or otherwise) of  this Agreement, the Certificate and
the other documents to be delivered hereunder, including, without
limitation, reasonable  counsel fees  and expenses in  connection
with the enforcement of rights under this Section 11.06(a).

          (b)  In  addition, the  Seller  shall pay  any and  all
commissions of  placement agents and commercial  paper dealers in
respect  of commercial paper notes of the Investor issued to fund
the Purchase or maintenance of any Eligible Asset and any and all
stamp  and other  taxes  and fees  payable  or determined  to  be
payable in  connection with  the execution, delivery,  filing and
recording  of  this  Agreement,  the  Certificate  or  the  other
documents  to be  delivered hereunder,  and agrees  to save  each
Indemnified  Party   harmless  from  and  against   any  and  all
liabilities with respect to or resulting from any delay in paying
or omission to pay such taxes and fees.

          (c)  In addition,  the Seller  shall pay on  demand all
other costs, expenses and taxes (excluding income taxes) incurred
by  the Owner or any shareholder of the Investor ("Other Costs"),
including,  without   limitation,  the   cost  of   auditing  the
Investor's  books by  certified public  accountants, the  cost of
rating the Investor's  commercial paper by independent  financial
rating  agencies, the  taxes (excluding  income  taxes) resulting
from  the Investor's operations, and the reasonable fees and out-
of-pocket expenses of counsel for the Investor or any counsel for
any  shareholder of the Investor with respect to (i) advising the
Investor  or shareholder as to its rights and remedies under this
Agreement,  (ii) the  enforcement (whether  through negotiations,
legal   proceedings   or  otherwise)   of  this   Agreement,  the
Certificate and the other documents to be delivered hereunder, or
(iii) advising the  Investor or  such shareholder  as to  matters
relating  to the  Investor's  operations; provided  that, if  the
Investor  enters into agreements for the purchase of interests in
receivables from one or more other Persons ("Other Sellers"), the
Seller and such Other Sellers shall each be liable for such Other
Costs ratably in accordance with  the usage under the  respective
facilities of  the Investor to purchase  receivables or interests
therein  from the  Seller  and each  Other  Seller; and  provided
further  that, if such Other Costs are attributable to the Seller 
and not attributable  to any  Other Seller, the  Seller shall  be
solely liable for such Other Costs.


          SECTION 11.07.   No Proceedings.   Each of the  Seller,
the  Agent, CNAI and  each assignee of  an Eligible  Asset or any
interest therein and  each entity which enters into  a commitment
to purchase  Eligible Assets  or interests therein  hereby agrees
that it will not institute against the Investor any proceeding of
the type referred to in Section 7.01(g) so long as any commercial
paper issued by the Owner shall be outstanding or there shall not
have elapsed  one year plus one  day since the last  day on which
any such commercial paper shall have been outstanding.


          SECTION 11.08.  Confidentiality.   Except to the extent
otherwise  required  by  applicable  law, the  Seller  agrees  to
maintain the  confidentiality of  this Agreement (and  all drafts
thereof) and not  to disclose  this Agreement or  such drafts  to
third parties (other than  to its directors, officers, employees,
accountants  or  counsel); provided  that  the  Agreement may  be
disclosed to third parties  to the extent such disclosure  is (i)
required in connection with  a sale of securities of  the Seller,
(ii)  made  solely  to persons  who  are  legal  counsel for  the
purchaser  or underwriter  of such  securities, (iii)  limited in
scope to the provisions of Articles V, VII, X and,  to the extent
defined  terms are  used in  Articles V,  VII and  X, such  terms
defined in Article I of this Agreement and  (iv) made pursuant to
a  written agreement  of  confidentiality in  form and  substance
reasonably satisfactory to the Agent.


          SECTION  11.09.    Execution  in  Counterparts.    This
Agreement  may be executed in  any number of  counterparts and by
different parties hereto in  separate counterparts, each of which
when so  executed shall be  deemed to be  an original and  all of
which when  taken  together shall  constitute  one and  the  same
agreement.


          SECTION 11.10. Amendment  of the  Original Certificate.
The Original  Certificate is hereby  amended in  its entirety  to
read as set forth in Exhibit A hereto and the Agent is authorized
to endorse on  the Original Certificate the changes made pursuant
hereto.   Each reference in  this Agreement to  "the Certificate"
shall mean the Original Certificate  as amended by the  amendment
and restatement of the Original Agreement.


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


                              IES UTILITIES INC.


                              By  /s/   Blake O. Fisher Jr.                    

          
                                  Title:

                              By  /s/   Robert J. Latham                       
          
                                  Title:

                              200 First Street, S.E.
                              Cedar Rapids, IA 52401


                              CIESCO L.P.

                              By:  CITICORP NORTH
                                     AMERICA, INC.,
                                     as Attorney-in-Fact

                
                              By  /s/   Arthur Bovino                        
      
                                           Vice President

                              450 Mamaroneck Avenue
                              Harrison, NY 10528
                                Attention: Vice President
                              Facsimile No. (914) 899-7890


                              CITICORP NORTH AMERICA,
                                INC.


                              By  /s/   Arthur Bovino                         
          
                                           Vice President

                              450 Mamaroneck Avenue
                              Harrison, NY 10528
                                Attention: Corporate Asset
                                   Funding Department
                              Facsimile No. (914) 899-7890  


                            EXHIBIT A

                    CERTIFICATE OF ASSIGNMENT

                    Dated as of June 30, 1989
           As amended and restated as of April 15, 1994



          Reference is made to  the Receivables Purchase and Sale
Agreement dated as of June 30,  1989, as amended and restated  as
of April  15,  1994 (the  "Agreement") among  IES UTILITIES  INC.
(formerly  known as  Iowa Electric Light  and Power  Company, the
"Seller"), CIESCO L.P.  (formerly known as  Commercial Industrial
Trade-receivables Investment Company) and Citicorp North America,
Inc., as Agent.  Terms  defined in the Agreement are  used herein
as therein defined.

          The Seller hereby  sells and assigns  to the Agent  for
the account  of the Owner  thereof each Eligible  Asset purchased
under the Agreement.

          Each Purchase of an Eligible Asset by the Investor from
the Seller, each assignment  of such Eligible Asset by  its Owner
to  an Assignee and each reduction  in Capital in respect of each
Eligible Asset evidenced hereby shall be endorsed by the Agent on
the grid attached  hereto which  is part of  this Certificate  of
Assignment.   Such  endorsement shall  evidence the  ownership of
such  Eligible  Asset initially  by  the  Investor and  upon  any
assignment, if  any,  thereof by  the  Assignee thereof  and  the
amount of Capital from time to time.

          This Certificate of Assignment is made without recourse
except as otherwise provided in the Agreement.

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

          IN  WITNESS WHEREOF,  the  undersigned has  caused this
Certificate of  Assignment to be  duly executed and  delivered by
its duly authorized officer as of the date first above written.

                              IES UTILITIES INC.

                              By                                 
     
                                  Title:

                              By                                 
     
                                  Title:  


                            EXHIBIT B


                     FORM OF INVESTOR REPORT  


                            EXHIBIT C


            FORM OF OPINION OF COUNSEL FOR THE SELLER



                                                  [Date]


CIESCO L.P
450 Mamaroneck Avenue
Harrison, NY 10528

Citicorp North America, Inc.,
  as Agent
450 Mamaroneck Avenue
Harrison, NY 10528

                        IES Utilities Inc.

Ladies and Gentlemen:

          This opinion  is furnished  to you pursuant  to Section
3.02(e) of the amendment  and restatement, dated as of  April 15,
1994  (the "Agreement"),  of  the Receivables  Purchase and  Sale
Agreement,  dated as of June  30, 1989, among  IES Utilities Inc.
(the "Seller"), CIESCO  L.P. and Citicorp North America, Inc., as
Agent.  The terms defined in the Agreement are used as defined in
the Agreement.

          As  Attorney for the Seller, I have acted as counsel in
connection with  the preparation,  execution and delivery  of the
Agreement.

          In that connection I have examined:

          (1)  The Agreement and the Certificate.

          (2)  The documents  of the Seller  pursuant to  Article
               III of the Agreement.

          (3)  The Articles of  Incorporation of  the Seller  and
               all amendments thereto (the "Articles"). 

          (4)  The  By-laws  of  the  Seller  and  all amendments
               thereto (the "By-Laws").

          (5)  Oral verification with  the Secretary of State  of
               Iowa,  dated  ______,  1994, as  to  the continued
               existence and good standing  of the Seller in such
               State.

          (6)  Acknowledgment copies of financing statements (the
               "Financing   Statements")    under   the   Uniform
               Commercial Code as in effect  in the State of Iowa
               naming the Seller as debtor and CNAI, as Agent, as
               secured  party,  which  Financing Statements  have
               been filed  in the  filing offices located  in the
               State of Iowa.

          (7)  Written  verification  from  Iowa  Public  Records
               Search,  L.P.,  as  to  the  copies  of  financing
               statements on file with the filing offices located
               in the State of Iowa and Linn County, Iowa.


          I have  also examined  all of the  indentures, loan  or
credit  agreements,  leases,   guarantees,  mortgages,   security
agreements, bonds, notes and  other agreements or instruments and
all  of the  orders,  write, judgments,  awards, injunctions  and
decrees  (collectively the "Documents"),  which affect or purport
to  affect the Seller's ability  to sell or  otherwise dispose of
Receivables or the Seller's obligations  under the Agreement.  In
addition, I have  examined such  other corporate  records of  the
Seller,  certificates of public officials and  of officers of the
Seller,  and agreements,  instruments and  other documents,  as I
have  deemed  necessary as  a  basis for  the  opinions expressed
below.  I have  assumed the due execution and  delivery, pursuant
to  due authorization, of the  Agreement by the  Investor and the
Agent.


          In my examination of  the filings referred to  above in
paragraph  (7), I  have  assumed that  all financing  statements,
other then the Financing Statements, in which the Seller is named
as debtor have been properly filed and indexed in the appropriate
filing  offices in the State of  Iowa and Linn County, Iowa, that
such filings are accurate and complete, and that none of you  has
knowledge of the contents of any other financing statement.

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

          1.   The  Seller  is a  corporation  duly incorporated,
     validly  existing and in good standing under the laws of the
     State of Iowa.

          2.   The  execution, delivery  and  performance by  the
     Seller  of  the  Agreement  and  the  Certificate,  and  the
     Seller's use of the proceeds of Purchases and reinvestments,
     are  within the  Seller's corporate  powers, have  been duly
     authorized by all necessary corporate action, and (A) do not
     contravene  (i) the Articles or the By-Laws or (ii) any law,
     rule  or regulation applicable to the Seller or, to the best
     of my knowledge, (iii)  any contractual or legal restriction
     contained in any Document listed above; (B) do not result in
     or require  the creation  of any  Adverse Claim  (other than
     pursuant  to the Agreement) upon  or with respect  to any of
     the Seller's  properties; and (C) do  not require compliance
     with any bulk  sales act or similar law.   The Agreement and
     the  Certificate have  been duly  executed and  delivered on
     behalf of the Seller.

          3.   No authorization  or approval or other  action by,
     and no notice  to or filing with, any governmental authority
     or  regulatory  body  is  required for  the  due  execution,
     delivery and performance by the  Seller of the Agreement  or
     the  Certificate or for the perfection of or the exercise by
     the  Agent  or  any Owner  of  their  respective  rights and
     remedies under the Agreement and the Certificate, except for
     the filings of the Financing Statements referred to above in
     paragraph (6).

          4.   The Agreement and the Certificate are legal, valid
     and  binding obligations of  the Seller  enforceable against
     the Seller in accordance with their respective terms.

          5.   To the  best of my knowledge, there are no pending
     or overtly  threatened actions  or  proceedings against  the
     Seller  or  any  of   its  subsidiaries  before  any  court,
     governmental  agency  or  arbitrator  which  are  likely  to
     materially  adversely affect (i)  the financial condition or
     operations  of the Seller or any of its subsidiaries or (ii)
     the ability of  the Seller to perform  its obligations under
     the Agreement or the Certificate, or which purport to affect
     the  legality, validity, binding effect or enforceability of
     the Agreement or the Certificate.

          6.   Each Eligible Asset purchased prior to the date of
     this opinion constituted, and each Eligible Asset purchased
     pursuant to a subsequent  Purchase will constitute, a valid
     undivided ownership interest (an "Undivided  Interest"), to
     the extent of the  Eligible Asset purchased pursuant  to such
     Purchase, in each  Pool Receivable then exiting  or thereafter
     arising and in the Related Security and Collections.

          7.   The  Financing  Statements  have been  duly  filed
     pursuant to the UCC, resulting  in the perfection and  first
     priority of each Undivided Interest.

          8.   The nature of the Eligible  Asset is such that its
     purchase  with  the proceeds  of  notes  would constitute  a
     "current transaction" within the meaning of  Section 3(a)(3)
     of the Securities  Act of 1933, as amended  (the "Securities
     Act");  since  the  date   of  initial  Purchase,  the  Pool
     Receivables have not  been and  will not be  applied by  the
     Seller  or   any  of   its   consolidated  subsidiaries   in
     determining the total  "current transactions" of the  Seller
     and its consolidated subsidiaries  in claiming an  exemption
     from registration  under the Securities Act.   Each Purchase
     and  each  reinvestment  of   Collections  pursuant  to  the
     Agreement will constitute a purchase or other acquisition of
     notes,  drafts,  acceptances,  open  accounts  receivable or
     other  obligations representing  part  or all  of the  sales
     price  of  merchandise,  insurance  or services  within  the
     meaning of Section 3(c)(5) of the Investment  Company Act of
     1940, as amended.


          The  opinions  set  forth  above  are  subject  to  the
following qualifications:

          (a)  My opinion in  paragraph 4 above is subject to the
     effect   of   any    applicable   bankruptcy,    insolvency,
     reorganization,   moratorium   or   similar  law   affecting
     creditors' rights generally.

          (b)  My opinion in paragraph 4  above is subject to the
     effect of general  principles of equity, including  (without
     limitation)  concepts  of materiality,  reasonableness, good
     faith and fair dealing  (regardless of whether considered in
     a proceeding in equity or at law).

          (c)  I  express no opinion  as to  the priority  of the
     Undivided  Interest as against any claim or lien in favor of
     the United States or any  
     agency  or  instrumentality   thereof  (including,   without
     limitation, federal  tax liens and  liens under Title  IV of
     ERISA).


                                   Very truly yours,


                                   Caroline D. Giddings
                                   Attorney 


                            EXHIBIT D

                      NOTICE OF PURCHASE OF
                AN ELIGIBLE ASSET AT A FIXED RATE



Citicorp North America, Inc.
     as Agent
450 Mamaroneck Avenue
Harrison, New York 10528

Attention: _____________

Ladies and Gentlemen:

          The undersigned,  IES  Utilities Inc.,  refers  to  the
Receivables  Purchase and  Sale Agreement  dated  as of  June 30,
1989,  as amended  and  restated  as  of  April  15,  1994,  (the
"Agreement,"  the  terms defined  therein  being  used herein  as
therein defined), among the undersigned, Ciesco L.P., and you, as
Agent,  and hereby gives you  notice pursuant to  Section 2.02 of
the Agreement that the undersigned hereby requests Ciesco L.P. to
make  a Purchase under the Agreement, and in that connection sets
forth  below  the terms  on  which such  Purchase  (the "Proposed
Purchase") is requested to be made:

     (A)  Date of purchase of
          Eligible Asset                               _________
     (B)  Amount of Capital                            _________
     (C)  Maturity date of Fixed Period                _________
     (D)  Fixed Rate                                   _________
     (E)  Interest Payment Date(s)                     _________

          The  undersigned hereby  certifies  that the  following
statements are true on the  date hereof, and will be true  on the
date of the Proposed Purchase of such Eligible Asset:

          (a)  the  representations  and warranties  contained in
     Section 4.01 are correct, before and after giving effect  to
     the Proposed Purchase and to the application of the proceeds
     therefrom, as though made on and as of such date;

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

          The  undersigned  hereby  confirms  that  the  proposed
Purchase of such Eligible Asset is to be made available  to it in
accordance with Section 2.02 of the Agreement.

                                   Very truly yours,

                                   IES UTILITIES INC.



                                   By:_______________________
                                                          
Title: