EXHIBIT 99.1

FERRELLGAS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet as of July 31, 1998, and Independent
Auditors' Report

FERRELLGAS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE

INDEPENDENT AUDITORS' REPORT 1
CONSOLIDATED BALANCE SHEET AS OF JULY 31, 1998 2
NOTES TO CONSOLIDATED BALANCE SHEET 3-12

INDEPENDENT AUDITORS' REPORT

Board of Directors
Ferrellgas, Inc. and Subsidiaries
Liberty, Missouri

We have audited the accompanying consolidated balance sheet of Ferrellgas, Inc.
and subsidiaries (the "Company") as of July 31, 1998. This balance sheet is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated balance sheet presents fairly, in all material
respects, the financial position of the Company as of July 31, 1998, in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
October 2, 1998

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FERRELL GAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JULY 31, 1998
(in thousands, except share data)

ASSETS

CURRENT ASSETS:
Cash and cash equivalents.......................................................... $ 16,961
Accounts and notes receivable (net of allowance for doubtful accounts of $1,381)... 50,097
Inventories........................................................................ 34,727
Prepaid expenses and other current assets.......................................... 8,706
---------
Total current assets........................................................... 110,491

PROPERTY, PLANT AND EQUIPMENT, NET.................................................... 469,345

INTANGIBLE ASSETS, NET................................................................ 362,454

OTHER ASSETS, NET..................................................................... 9,222
---------
TOTAL ASSETS.......................................................................... $ 951,512
=========

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
Accounts payable................................................................... $ 48,017
Other current liabilities.......................................................... 41,752
Short-term borrowings.............................................................. 21,150
---------
Total current liabilities...................................................... 110,919

LONG-TERM DEBT........................................................................ 507,222

DEFERRED INCOME TAXES................................................................. 134,941

OTHER LIABILITIES..................................................................... 12,640

CONTINGENCIES AND COMMITMENTS

MINORITY INTEREST..................................................................... 23,050

PARENT INVESTMENT IN SUBSIDIARY....................................................... 300,859

SHAREHOLDER'S EQUITY:
Common stock, one dollar par value; 10,000 shares authorized; 990 shares issued.... 1
Additional paid-in capital......................................................... 10,007
Note receivable from parent........................................................ (147,821)
Accumulated deficit................................................................ (306)
---------
Total stockholder's equity..................................................... (138,119)
---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY............................................ $ 951,512
=========

See notes to consolidated balance sheet.

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FERRELLGAS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED BALANCE SHEET
JULY 31, 1998
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION

The accompanying consolidated balance sheet and related notes present the
consolidated financial position of Ferrellgas, Inc. (the "Company"), its
subsidiaries and its partnership interest in Ferrellgas Partners, L.P and
subsidiaries. The Company is a wholly-owned subsidiary of Ferrell
Companies, Inc. ("Ferrell" or "Parent").

On July 5, 1994, Ferrellgas Partners, L.P. (the "Partnership" or "MLP")
completed an initial public offering of 13,100,000 common units
representing limited partner interests (the "Common Units") at $21 per
Common Unit. As of the date of the offering, the 13,100,000 Common Units
represented a 41.8% limited partner interest in the Partnership. Ferrellgas
Partners, L.P. was formed April 19, 1994, owning a 99% limited partner
interest in Ferrellgas, L.P. (the "Operating Partnership" or "OLP").
Ferrellgas Partners, L.P. was formed to acquire and hold a limited partner
interest in the Operating Partnership. The Operating Partnership was formed
to own and operate the propane business and substantially all of the assets
of the Company. Both are Delaware limited partnerships, and are
collectively known as the Partnership.

Concurrent with the closing of the offering, the Company contributed all of
its propane business and assets to the Partnership in exchange for
1,000,000 Common Units, 16,593,721 subordinated units and incentive
distribution rights representing a 56.2% limited partner interest in the
Partnership as well as a 2% general partner interest in the Partnership and
the Operating Partnership on a combined basis.

In July 1998, the Company transferred its entire limited partnership
ownership of the MLP to Ferrell. Also during July, 100% of the outstanding
common stock of Ferrell was purchased from Mr. James E. Ferrell and his
family by a newly established leveraged employee stock ownership trust (the
"ESOT") established pursuant to the Ferrell Companies, Inc. Employee Stock
Ownership Plan (the "ESOP"). The purpose of the ESOP is to provide
employees of the Company an opportunity for ownership in Ferrell and
indirectly in the Partnership. As contributions are made by Ferrell to the
ESOP in the future, shares of Ferrell will be allocated to employees' ESOP
accounts. As a result of these transactions, the Parent no longer intends
to repay its intercompany note with the Company. The note receivable from
Parent is therefore reported in stockholder's equity as of July 31, 1998.

As a result of the 100% change in ownership of Ferrell, effective July 17,
1998, the Company established a new basis in the net assets of the Company
based on the purchase price paid by the ESOT for the common stock of its
parent, Ferrell. The new basis in the equity of the Company was established
at $10,000,000 which resulted in an increase in the basis of property,
plant and equipment of $73,692,000, and goodwill of $198,620,000.
Amortization on the goodwill related to the purchase price allocation is
calculated using the straight-line method based on an estimated useful life
of forty years. The accumulated deficit reflected herein represents the net
loss of the Company subsequent to the July 17, 1998 change in ownership.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS - The Company's operations are limited to those
activities associated with the Partnership. The Partnership is engaged
primarily in the sale, distribution, marketing and trading of propane and
other natural gas liquids throughout the United States. The retail market
is seasonal because propane is used primarily for heating in residential
and commercial buildings. The Partnership serves more than 800,000
residential, industrial/commercial and agricultural customers.

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ACCOUNTING ESTIMATES - The preparation of the balance sheet in conformity
with generally accepted accounting principles ("GAAP") requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities
at the date of the balance sheet. Actual results could differ from these
estimates. Significant estimates impacting the balance sheet include
reserves that have been established for product liability and other claims.

PRINCIPLES OF CONSOLIDATION - The consolidated balance sheet includes the
accounts of the Company, its subsidiaries and the Partnership. The 56.5%
limited partner interest contributed to Ferrell is reflected as "Parent
investment in subsidiary" in the accompanying balance sheet. All material
intercompany transactions and balances have been eliminated.

INVENTORIES - Inventories are stated at the lower of cost or market using
average cost and actual cost methods.

PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS - Property, plant and
equipment is stated at cost less accumulated depreciation. Depreciation is
calculated using the straight-line method based on the estimated useful
lives of the assets ranging from two to thirty years. Intangible assets,
consisting primarily of customer location values and goodwill, are stated
at cost, net of amortization calculated using the straight-line method over
periods ranging from 5 to 40 years. Accumulated amortization of intangible
assets totaled $123,896,000 as of July 31, 1998. The Company, using its
best estimates based on reasonable and supportable assumptions and
projections, reviews for impairment of long-lived assets and certain
identifiable intangibles to be held and used whenever events or changes in
circumstances indicate that the carrying amount of its assets might not be
recoverable and has concluded no balance sheet adjustment is required.

ACCOUNTING FOR DERIVATIVE COMMODITY CONTRACTS - The Partnership enters into
commodity forward and futures purchase/sale agreements and commodity
options involving propane and related products which are used both for
trading and overall risk management purposes. To the extent such contracts
are entered into at fixed prices and thereby subject the Partnership to
market risk, the contracts are accounted for using the fair value method.
Under the fair value method, derivatives are carried on the balance sheet
at fair value with changes in that value recognized in earnings.

INCOME TAXES - The Company files a consolidated Federal income tax return
with its parent and affiliates. Income taxes are computed as though each
company filed its own income tax return in accordance with the Company's
tax sharing agreement. Deferred income taxes are provided as a result of
temporary differences between financial and tax reporting as described in
Note 5, using the asset/liability method. See Note 5 for the accounting
treatment for deferred income taxes subsequent to the Subchapter S
Corporation election that was made by Ferrell for the tax year ended July
31, 1999.

UNIT-BASED COMPENSATION - The Company accounts for its Unit Option Plan
under the provisions of Accounting Principles Board ("APB") No. 25,
"Accounting for Stock Issued to Employees."

ADOPTION OF NEW ACCOUNTING STANDARDS - The Financial Standards Accounting
Board recently issued the following new accounting standards: SFAS No. 130,
"Reporting Comprehensive Income", SFAS No. 131, "Disclosures About Segments
of an Enterprise and Related Information", SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits" and SFAS No.
133 "Accounting for Derivative Instruments and Hedging Activities". SFAS
Nos. 130, 131 and 132 are required to be adopted by the Company for the
fiscal year ended July 31, 1999. The adoption of SFAS Nos. 130 and 132 is
not expected to have a material effect on the Company's financial position
or results of operations. The Company is currently assessing the impact of
SFAS No. 131 on disclosure requirements for the next fiscal year. SFAS No.
133 is required to be adopted by the Company for the fiscal year ended July
31, 2000. The Company is currently assessing the impact of SFAS No. 133 on
its financial position and results of operations.

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3. SUPPLEMENTAL BALANCE SHEET INFORMATION

Inventories consist of (in thousands):

Liquefied propane gas and related products..... $26,316
Appliances, parts and supplies................. 8,411
-------
Total inventories........................... $34,727
=======

In addition to inventories on hand, the Partnership enters into contracts
to buy product for supply purposes. Nearly all such contracts have terms of
less than one year and most call for payment based on market prices at the
date of delivery. All fixed price contracts have terms of less than one
year. As of July 31, 1998, in addition to the inventory on hand, the
Partnership had committed to purchase approximately 20,812,000 gallons of
its estimated future retail propane sales at a fixed price.

Property, plant and equipment consist of (in thousands):

Land and improvements........................ $ 30,368
Buildings and improvements................... 40,557
Vehicles..................................... 50,810
Furniture and fixtures....................... 22,397
Bulk equipment and district facilities....... 66,150
Tanks and customer equipment................. 478,224
Other........................................ 5,969
--------
694,475
Less accumulated depreciation................ 225,130
--------
Total Property, Plant and Equipment....... $469,345
========

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Other current liabilities consist of (in thousands):

Accrued insurance............................. $ 4,563
Accrued interest.............................. 12,914
Accrued payroll............................... 8,635
Other......................................... 15,640
-------
Total Other Current Liabilities......... $41,752
=======

4. LONG-TERM DEBT

Long-term debt consists of (in thousands):

Senior Notes:
Fixed rate, 10%, due 2001 (1).............. $200,000
Fixed rate, 9.375%, due 2006 (2)........... 160,000

Credit Agreement:
Term loan, 8.5%, due 2001 (3).............. 50,000
Revolving credit loan, 8.5%, due 1999 (3).. 85,850

Notes payable, 6.7% weighted average interest
rate, due 1998 to 2007 (4)................. 13,558
--------
509,408
Less current portion.......................... 2,186
--------
Total Long-Term Debt....................... $507,222
========

(1) The OLP fixed rate Senior Notes ("OLP Senior Notes"), issued in June
1994, are general unsecured obligations of the OLP and rank on an equal
basis in right of payment with all senior indebtedness of the OLP and
senior to all subordinated indebtedness of the OLP. The OLP Senior Notes
were redeemed at the option of the OLP on August 5, 1998 with a 5% premium
payable concurrent with the issuance of $350,000,000 of new unsecured OLP
Senior Notes ("New OLP Senior Notes").

(2) The MLP fixed rate Senior Secured Notes ("MLP Senior Secured Notes")
issued in April 1996, will be redeemable at the option of the MLP, in
whole or in part, at any time on or after June 15, 2001. The notes are
secured by the MLP's partnership interest in the OLP. The MLP Senior
Secured Notes bear interest from the date of issuance, payable semi-
annually in arrears on June 15 and December 15 of each year. Due to a
change of control in the ownership of the Company on July 17, 1998, as a
result of the ESOP transaction as described in Note 1, the MLP was
required, pursuant to the MLP fixed rate Senior Secured Note Indenture, to
offer to purchase the outstanding MLP fixed rate Senior Secured Notes at a
price of 101% of the principal amount thereof plus accrued and unpaid
interest. The offer to purchase was made on July 27, 1998 and expired
August 26, 1998. Upon the expiration of the offer, the MLP accepted for
purchase $65,000 of the notes which were all of the notes tendered pursuant
to the offer. The MLP assigned its right to purchase the notes to a third
party.

(3) On July 31, 1998, the unsecured $255,000,000 Credit Facility ("OLP
Credit Facility") consisted of a $50,000,000 term loan facility, a
$185,000,000 revolving credit facility for general corporate,

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working capital and acquisition purposes (of which $50,000,000 is available
to support letters of credit) and a $20,000,000 revolving working capital
facility, which is subject to an annual reduction in outstanding borrowings
to zero for thirty consecutive days. On August 4, 1998, outstanding
borrowings under the OLP Credit Facility were refinanced with the issuance
of New Senior Notes and the refinancing with existing lenders of the
existing OLP Credit Facility with a new $145,000,000 revolving credit
facility ("New OLP Credit Facility"). All borrowings under the current
pricing arrangement bear interest at either LIBOR plus an applicable margin
varying from 0.425% to 1.375% or the bank's base rate, depending on the
nature of the borrowing. The bank's base rate at July 31, 1998 was 8.50%.
To offset the variable rate characteristic of the OLP Credit Facility and
the New OLP Credit Facility, the OLP entered into interest rate collar
agreements, expiring between October 1998 and December 2001, with two major
banks limiting the floating rate portion of LIBOR-based loan interest rates
on a notional amount of $100,000,000 to between 4.9% and 6.5%.

(4) The notes payable are secured by approximately $3,729,000 of property and
equipment at July 31, 1998.

On July 1, 1998, the OLP entered into an agreement for the issuance of $350
million of privately placed fixed rate senior notes ("New OLP Senior
Notes") funded August 4, 1998 in five series with maturities ranging from
year 2005 through 2013. The proceeds of the offering were used to redeem
the fixed rate OLP Senior Notes issued in June 1994, and to repay
outstanding indebtedness under the OLP Credit Facility.

The OLP also entered into an agreement on July 2, 1998 with the lenders
under the existing OLP Credit Facility for a New OLP Credit Facility
effective August 4, 1998. The New OLP Credit Facility provides for (i) a
$40,000,000 unsecured working capital facility subject to an annual
reduction in borrowings to zero for thirty consecutive days, (ii) a
$50,000,000 unsecured working capital and general corporate facility,
including a letter of credit facility, and (iii) a $55,000,000 unsecured
general corporate and acquisition facility. The New OLP Credit Facility
matures July 2, 2001.

At July 31, 1998, $21,150,000 of short-term borrowings were outstanding
under the revolving line of credit and letters of credit outstanding, used
primarily to secure obligations under certain insurance arrangements,
totaled $29,056,000.

The MLP Senior Secured Notes, the OLP Senior Notes and the OLP Credit
Facility Agreement contain various restrictive covenants applicable to the
MLP and OLP and its subsidiaries, the most restrictive relating to
additional indebtedness, sale and disposition of assets, and transactions
with affiliates. In addition, the Partnership is prohibited from making
cash distributions if a default or event of default exists or would exist
upon making such distribution, or if the Operating Partnership fails to
meet certain coverage tests. The Partnership is in compliance with all
requirements, tests, limitations and covenants related to the Senior
Secured Note Indenture, the Senior Note Indenture, the OLP Indenture and
the Credit Facility agreement. The New OLP Senior Notes and New OLP Credit
Facility agreements have similar restrictive covenants to the OLP Senior
Note Indenture and OLP Credit Facility Agreement that were replaced.

Taking into account the effects of the New OLP Senior Note and New OLP
Credit Facility, the annual principal payments on long-term debt for each
of the next five fiscal years are $2,186,000 in 1999, $2,269,000 in 2000,
$3,145,000 in 2001, $1,037,000 in 2002 and $1,114,000 in 2003.

5. INCOME TAXES

The significant components of the net deferred tax asset (liability)
included in the Consolidated Balance Sheet are as follows (in thousands):

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Deferred tax liabilities:
Partnership basis difference............... $(165,443)
Other...................................... (3,663)
---------
Total deferred tax liabilities......... (169,106)

Deferred tax assets:
Operating loss and credit carryforwards.... 39,951
Valuation allowance........................ (5,786)
---------
Total deferred tax assets.............. 34,165
---------
Net deferred tax liability.................... $(134,941)
=========

In connection with the public offering described in Note 1, the Company's
tax basis in the assets and liabilities contributed became its tax basis in
the units received. Partnership basis differences are primarily
attributable to differences in the tax and book basis of fixed assets and
amortizable intangibles.

For Federal income tax purposes, the Company has net operating loss
carryforwards of approximately $100,000,000 at July 31, 1998 available to
offset future taxable income. These net operating loss carryforwards expire
at various dates through 2011.

The Company's parent, Ferrell, elected Subchapter S status for federal
income tax purposes, effective August 1, 1998. In conjunction with this
election, Ferrell elected to treat the Company as a qualified Subchapter S
subsidiary. For income tax purposes, the Company is deemed liquidated into
the Parent on July 31, 1998. As a result of these elections, Ferrell and
its subsidiaries will no longer be liable for federal income tax. Thus, the
deferred tax balance of $134,941,000 as of July 31, 1998 will be eliminated
and recognized as income from continuing operations during fiscal 1999.

6. CONTINGENCIES AND COMMITMENTS

The Company is threatened with or named as a defendant in various lawsuits
which, among other items, claim damages for product liability. It is not
possible to determine the ultimate disposition of these matters; however,
management is of the opinion that there are no known claims or known
contingent claims that are likely to have a material adverse effect on the
results of operations or financial condition of the Company.

Certain property and equipment is leased under noncancellable operating
leases that require fixed monthly rental payments which expire at various
dates through 2017. Future minimum lease commitments for such leases are
$14,949,000 in 1999, $13,128,000 in 2000, $10,940,000 in 2001, $7,749,000
in 2002, $3,014,000 in 2003 and $533,000 thereafter.

7. EMPLOYEE BENEFITS

On July 17, 1998, Ferrell formed an Employee Stock Ownership Plan ("ESOP").
Ferrell is expected to make future contributions to the Ferrell Companies,
Inc. Employee Stock Ownership Trust ("ESOT") which will cause a release of
a portion of the shares of Ferrell owned by the ESOT to be allocated to
employees' accounts over time. The release of Ferrell shares to employee
accounts will cause a non-cash compensation charge to be incurred by
Ferrell, equivalent to the fair value of such shares allocated.

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The Company and its parent have a defined contribution profit-sharing plan
(the "Plan") which covers substantially all employees with more than one
year of service. Contributions are made to the Plan at the discretion of
Ferrell's Board of Directors. With the establishment of the ESOP in July
1998, the Board of Directors decided to suspend future contributions to the
Plan beginning with fiscal year 1998. This Plan, which qualifies under
section 401(k) of the Internal Revenue Code, also provides for matching
contributions under a cash or deferred arrangement based upon participant
salaries and employee contributions to the Plan.

8. UNIT OPTIONS

The Ferrellgas, Inc. Unit Option Plan (the "Unit Option Plan") currently
authorizes the issuance of options (the "Unit Options") covering up to
850,000 of the MLP's Subordinated Units to certain officers and employees
of the Company. The Unit Options are exercisable beginning after July 31,
1999, assuming the Subordination Period has elapsed, at exercise prices
ranging from $16.80 to $21.67 per unit, which is an estimate of the fair
market value of the Subordinated Units at the time of the grant. The
options vest immediately or over a one to five year period, and expire on
the tenth anniversary of the date of the grant. Upon conversion of the
Subordinated Units held by the Company and its affiliates, outstanding
Subordinated Unit Options granted will convert to the MLP's Common Unit
Options.

NUMBER
OF UNITS
--------
Outstanding, July 31, 1998........... 782,000
--------

Options exercisable, July 31, 1998... 0
--------

OPTIONS OUTSTANDING AT JULY 31, 1998
------------------------------------
Range of option prices at end of year....... $16.80-$21.67
Weighted average remaining contractual life. 7.8 years

9. TRANSACTIONS WITH RELATED PARTIES

The Company has two notes receivable from Ferrell on an unsecured basis.
These notes are due on demand and bear interest at the prime rate (8.5% at
July 31, 1998). The balances outstanding on these notes at July 31, 1998
were $147,821,000. As discussed in Note 1, the note receivable from Parent
is reported in stockholder's equity as of July 31, 1998.

10. DISCLOSURES ABOUT OFF BALANCE SHEET RISK AND FAIR VALUE OF FINANCIAL
INSTRUMENTS

The carrying amount of current financial instruments approximates fair
value because of the short maturity of the instruments. The estimated fair
value of the Partnership's long-term debt was $524,612,000, as of July 31,
1998. The fair value is estimated based on quoted market prices.

INTEREST RATE COLLAR AGREEMENTS - The Partnership has entered into various
interest rate collar agreements involving the exchange of fixed and
floating interest payment obligations without the exchange of the
underlying principal amounts. At July 31, 1998, the total notional
principal amount of these agreements was $100,000,000, and the fair value
of these agreements was immaterial to the financial position of the
Company. The counterparties to these agreements are large financial
institutions. The interest rate collar agreements

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subject the Partnership to financial risk that will vary during the life of
these agreements in relation to market interest rates. The mark to market
adjustment applicable to the portion of the notional amount in excess of
variable rate indebtedness at July 31, 1998 was not material to the
financial position of the Company.

OPTION COMMODITY CONTRACTS - The Partnership is a party to certain option
contracts, involving various energy commodities, for overall risk
management purposes in connection with its supply and trading activities.
Contracts are executed with private counterparties and to a lesser extent
on national mercantile exchanges. Open contract positions are summarized
below.

FORWARD, FUTURES AND SWAPS COMMODITY CONTRACTS - The Partnership is a party
to certain forward, futures and swaps contracts for trading purposes. Such
contracts permit settlement by delivery of the commodity. Open contract
positions are summarized below (assets are defined as purchases or long
positions and liabilities are sales or short positions).

(IN THOUSANDS, EXCEPT PRICE PER GALLON DATA)

DERIVATIVE COMMODITY DERIVATIVE COMMODITY
INSTRUMENTS HELD FOR PURPOSES INSTRUMENTS HELD FOR
OTHER THAN TRADING TRADING PURPOSES
(OPTIONS) (FORWARD, FUTURES AND SWAPS)
----------------------------- ----------------------------
ASSET LIABILITY ASSET LIABILITY
---------- ----------- ------------ ------------

Volume (gallons)............. 3,927 (13,444) 568,949 (628,573)

Price (cents/gallon)......... 22-18 49-19 36-23 35-24

Maturity Dates............... 8/98-12/98 8/98-2/99 8/98-12/99 8/98-12/99

Contract Amounts ($)......... 8,295 (19,757) 181,541 (201,497)

Unrealized gain(loss) ($).... (394) 219 5,155 (1,665)

Risks related to these contracts arise from the possible inability of
counterparties to meet the terms of their contracts and changes in
underlying product prices. The Partnership attempts to minimize market risk
through the enforcement of its trading policies, which include total
inventory limits and loss limits, and attempts to minimize credit risk
through application of its credit policies.

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11. SUPPLEMENTAL INFORMATION

The following balance sheet of the Company includes its investment in the
Partnership on an equity basis. Such presentation is included to provide
additional information with respect to the Company's financial position on
a stand alone basis (dollars in thousands):

ASSETS

INVESTMENT IN SUBSIDIARIES...................... $ (3,193)

OTHER ASSETS, NET............................... 235
---------
TOTAL ASSETS.................................... $ (2,958)
=========

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES............................. $ 220

DEFERRED INCOME TAXES........................... 134,941

CONTINGENCIES AND COMMITMENTS

STOCKHOLDER'S EQUITY:
Common stock, one dollar par value;
10,000 shares authorized; 990 shares issued.. 1
Additional paid-in-capital................... 10,007
Note receivable from parent.................. (147,821)
Accumulated deficit.......................... (306)
---------
Total stockholder's equity............... (138,119)
---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY...... $ (2,958)
=========

******

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