EXHIBIT 4(l)


                      WELLS FARGO & COMPANY
                         FIXED RATE NOTE
REGISTERED                                                           REGISTERED

THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FDIC OR
ANY OTHER FEDERAL AGENCY.

UNLESS THIS SECURITY IS DESIGNATED BELOW AS "BOOK-ENTRY," THEN
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) ("THE DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR
DEPOSITARY FOR THE SECURITIES) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR
IN LIEU OF, THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO.
OR OTHER SUCH NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY AND ANY PAYMENT MADE HEREON IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS THIS SECURITY IS DESIGNATED BELOW AS "BOOK-ENTRY," THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

NOTE NO.:  __________________              REGISTERED HOLDER: ________________

CUSIP NO.:  ____________________           PRINCIPAL AMOUNT U.S.$: ___________

FORM:     / / Book-Entry
          / / Certificated                 INTEREST RATE:  ___% per annum
RANKING:  / / Senior
          / / Subordinated

TRADE DATE:  _________________             ORIGINAL ISSUANCE DATE:  _____

ISSUE PRICE:  ________________             STATED MATURITY:  ____________

SELLING AGENT'S DISCOUNT
  OR COMMISSION:  ________%                REGULAR RECORD DATES:  _______

NET PROCEEDS TO ISSUER:  $____________     INTEREST PAYMENT DATES: ______

REDEMPTION:                                

     / / The Note cannot be redeemed prior to maturity
 
     / / The Note may be redeemed prior to maturity 
         Earliest Redemption Date:  _____________
         Initial Redemption Price:  _______%
         Annual Redemption Price Reduction:  ___%
         Sinking Fund Redemption Dates:  ________ 
         Sinking Fund Amounts:  _______
         
REPAYMENT:

     / / The Note cannot be repaid prior to maturity
     / / The Note may be repaid prior to maturity at the option of
         the holder of the Note

         Repayment Date(s):  _______
         Repayment Price:  _________%

DISCOUNT NOTE:  / /  Yes    / /  No

    Total Amount of OID:  _________  
    Yield to Maturity:  ___________
    Initial Accrual Period:  ______

OTHER PROVISIONS:




                  WELLS FARGO & COMPANY, a corporation duly
organized and existing under the laws of the State of Delaware
(the "Company," which term includes any successor corporation
under the Indenture (as defined below)), for value received,
hereby promises to pay to the registered holder named above or
registered assigns, the principal amount specified above (the
"Principal Amount") on the Stated Maturity specified above (the
"Stated Maturity") (unless earlier redeemed or repaid) and to pay
the registered holder hereof as hereinafter provided interest on
said Principal Amount at the per annum Interest Rate specified
above until said principal sum has been paid or made available
for payment. Interest on this Security will accrue from the
Original Issuance Date specified above (the "Original Issuance
Date") or, if later, from the most recent Interest Payment Date
(as defined below) to which interest has been paid or duly
provided for, and will be payable on each Interest Payment Date
and on the Stated Maturity and on any earlier Redemption Dates or
Repayment Dates (as defined below) (but only as to the principal
due on such earlier dates); provided, however, that if the
Original Issuance Date falls between a Regular Record Date (as
defined below) and an Interest Payment Date, the first payment of
interest will be made on the Interest Payment Date following the
next succeeding Regular Record Date. The "Interest Payment Dates"
for any regular payment of interest shall be, unless otherwise
specified above, each April 1, October 1 and the date fixed for
redemption pursuant to the Indenture (as defined below) (the
"Redemption Date"), the Repayment Date (as defined above) and the
Stated Maturity. The "Regular Record Dates" for any regular
payment of interest on any Interest Payment Date shall be, unless
otherwise specified above, the March 15 or September 15, as the
case may be (whether or not a Business Day), next preceding such
Interest Payment Date. The interest so payable on this Security,
and punctually paid of duly provided for, on any Interest Payment
Date shall, as provided in the Indenture, be paid to the person
in whose name this Security (or one or more predecessor
Securities in exchange for or upon transfer of which this
Security was issued between the Regular Record Date for payment
of such interest and the Interest Payment Date), is registered at
the close of business on the Regular Record Date for payment of
such interest; provided, however, that interest payable on this
Security at the Stated Maturity or upon earlier redemption or
repayment, if applicable, shall be paid to the person to whom the
principal is paid. Interest on this Security shall be calculated
on the basis of a 360-day year of twelve 30-day months. Any such
interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the registered holder hereof on
such Regular Record Date and shall be paid to the person in whose
name this Security (or one or more predecessor Securities, in
exchange for or upon transfer of which this Security was issued
between the record date for the payment of such defaulted
interest and the date fixed for the payment of such defaulted
interest) is registered at the close of business on the record
date for the payment of such defaulted interest. The record date
for the payment of defaulted interest shall be the fifth day next
preceding the date fixed by the Company for the payment of the
defaulted interest, established by notice given by first-class
mail to the holder of this Security not less than 10 days
preceding such record date, or if such fifth day is not a
Business Day, the Business Day next preceding such fifth day.

                  This Security may be presented for the payment
of principal and premium, if any, and interest payable at the
Stated Maturity or at any earlier Redemption Date or Repayment
Date at the offices or agencies of the Company maintained for
such purposes in San Francisco and New York City, in immediately
available funds and in such coin or currency of the United States
as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the
Company, payment of interest on this Security may be made by
United States dollar check mailed on the applicable Interest
Payment Date to the address of the person entitled thereto as
such address shall appear in the Register. The Company may also
appoint additional paying agents. For interest payments on a
Security of U.S. $5,000,000 dollars or more in principal amount,
the holder of such Security may elect at any time to have payment
made in immediately available funds; where the principal of the
Security is less than U.S. $5,000,000 dollars, payment will be
made in immediately available funds only if agreed to on a
case-by-case basis by the Company. Interest payments on
Securities shall not be made in immediately available funds
unless written instructions have been presented to the Trustee
(as defined below) (or any other paying agent duly appointed) at
least 15 days prior to the relevant Regular Record Date.


                               2.






                  Notwithstanding the provisions of the
immediately preceding paragraph, if this Security is designated
on the face hereof as "Book-Entry," then so long as this Security
is registered in the name of The Depositary Trust Company (the
"Depositary," which term includes any successor depositary) or a
nominee of the Depositary, (A) payment of the principal of,
premium, if any, and interest on this Security due at Stated
Maturity or any earlier Redemption Date or Repayment Date will be
made by wire transfer of immediately available funds upon
presentation and surrender of this Security to the Trustee at its
office in San Francisco or to the designated office of any
additional paying agent; provided that this Security is presented
to the Trustee or other such paying agent in time for it to make
such payment in accordance with its normal procedures; and 
(B) payments of interest on this Security (other than at Stated
Maturity or at any earlier Redemption Date or Repayment Date),
will be made by wire transfer to such account as has been
appropriately designated to the Trustee or other paying agent by
the person entitled to such payments (and, if such person is the
Depositary or a nominee of the Depositary, such payments of
interest will be made in accordance with the Depositary's
customary practices).

                  This Security is one of a duly authorized
issuance of Securities of the Company (as defined on the reverse
hereof), which have been issued under and are governed by the
terms of (i) if this Security is designated above as "Senior," an
indenture dated as of September 1, 1984, as amended by the First
Supplemental Indenture dated as of April 15, 1986, the Second
Supplemental Indenture dated as of June 30, 1987, and the Third
Supplemental Indenture dated as of January 23, 1991 between the
Company and Chemical Bank, as successor Trustee, (the
"Medium-Term Notes") or (ii) if this Security is designated above
as "Subordinated," an indenture dated, as of December 10, 1992
between the Company and Marine Midland Bank, as Trustee (the
"Medium-Term Notes, Series B") (the relevant indenture is herein
called the "Indenture" and the relevant Trustee is called the
"Trustee," which term includes any successor trustee under the
Indenture).

         If this Security is designated above as "Subordinated,"
then the indebtedness of the Company evidenced by this Security,
including the principal thereof and interest thereon, is, to the
extent and in the manner set forth in the Indenture, subordinate
and junior in right of payment to the Company's obligations to
the holders of Senior Indebtedness of the Company and each holder
of a Security of this series, by acceptance thereof, agrees to
and shall be bound by such provisions of the Indenture and all
other provisions of the Indenture.

         If this Security is designated above as "Subordinated,"
then (i) payment of principal may be accelerated only in the case
of certain events of bankruptcy, insolvency or reorganization of
the Company or of Wells Fargo Bank, National Association and 
(ii) there is no right of acceleration in the case of a default 
in the performance of any covenant, including a default in the 
payment of interest or principal.

         The provisions of this Security are continued on the
reverse hereof and the provisions there set forth shall for all
purposes have the same effect as though fully set forth at this
place. References herein to "this Security", "hereof", "herein"
and comparable terms shall include an Addendum hereto if an
Addendum is specified under "Other Provisions" above.

         Any provision contained herein with respect to the
calculation of the rate of interest applicable to this Security,
its payment dates or any other matter relating hereto may be
modified as specified in an Addendum relating hereto if so
specified above.

         Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee under the Indenture, or
its successor thereunder, by the manual signature of one of its,
or its Authenticating Agent's, authorized signatories, this
Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.


                               3.




         IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused this 
instrument to be signed manually or in facsimile, by its Chairman of 
the Board or its President or a Vice President and by its Secretary 
or an Assistant Secretary and a facsimile of its corporate seal to be
imprinted thereon.

DATED:                     WELLS FARGO & COMPANY



    [Corporate Seal]       By __________________
                              Chairman


                           By __________________
                              Secretary
Attest:

___________________
Secretary


                  CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities, of the series
designated herein, referred to in the within-mentioned Indenture.

[if this Security is designated above as "Senior":]

CHEMICAL BANK,              or         CHEMICAL TRUST COMPANY
  as Trustee                              OF CALIFORNIA,
                                       as Authenticating Agent for the Trustee

By _______________________             By ___________________________
    Authorized Officer                      Authorized Officer


[if this Security is designated above as "Subordinated":]


MARINE MIDLAND BANK,  or   CHEMICAL BANK,            or  CHEMICAL TRUST COMPANY
as Trustee                 as Authenticating Agent         OF CALIFORNIA, as
                           for the Trustee               Authenticating Agent 
                                                         for the Trustee

By:__________________      By:__________________         By:___________________
   Authorized Officer         Authorized Officer            Authorized Officer




                                     4.









                         Reverse of Note

                      WELLS FARGO & COMPANY

                        MEDIUM-TERM NOTE



                  If this Security is designated above as
"Senior," it is one of a duly authorized issuance of securities
of the Company designated as its Medium-Term Notes. If this
Security is designated above as "Subordinated," it is one of a
duly authorized issuance of securities of the Company designated
as its Subordinated Medium-Term Notes, Series B (the Medium-Term
Notes or the Subordinated Medium-Term Notes, Series B, as the
case may be, are hereinafter referred to as the "Securities").
The Securities will be issued only in registered form in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof.

                  If so indicated on the face hereof, this
Security may be redeemed at the option of the Company prior to
its Stated Maturity. This Security may not be redeemed before the
earliest redemption date, if any, stated on the face hereof (the
"Earliest Redemption Date"). If no Earliest Redemption Date is
indicated hereon, this Security is not redeemable at the option
of the Company prior to the Stated Maturity hereof. On and after
the Earliest Redemption Date specified on the face hereof, if
any, this Security may be redeemed at the option of the Company
as a whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security
shall be at least $1,000) at the applicable Redemption Price. The
"Redemption Price" shall initially be the Initial Redemption
Price set forth on the face hereof and shall decline, at each
anniversary of the Earliest Redemption Date, to an amount equal
to the prior Redemption Price less the Annual Redemption Price
Reduction indicated on the face hereof, or if no Initial
Redemption Price is indicated on the face hereof, at 100% of the
principal amount to be redeemed, in each case together with
accrued interest to the Redemption Date. The Company shall redeem
the principal amount of this Security set forth on the face
hereof ("Sinking Fund Amount") on each of the sinking fund
redemption dates, if any, set forth on the face hereof ("Sinking
Fund Redemption Dates") together with accrued interest to the
applicable Sinking Fund Redemption Date. If no Sinking Fund
Amount is set forth on the face hereof, the Company shall not
have any obligation to redeem this Security before its Stated
Maturity. The Company may reduce the Sinking Fund Amount to be
redeemed on any Sinking Fund Redemption Date by subtracting 100%
of the principal amount (excluding premium) of any Security owned
by the Company and surrendered to the Trustee for cancellation or
that the Company has redeemed or repaid other than pursuant to
the second preceding sentence, in each case on or before the
applicable Sinking Fund Redemption Date. The Company may so
credit the same principal amount of the Security only once.
Notice of any redemption pursuant to this paragraph will be given
by first class mail, postage prepaid, mailed not less than 30 nor
more than 60 days prior to the date fixed for redemption as
provided in the Indenture. In the event of redemption of this
Security in part only, a new Security or Securities of this
series, of like tenor and terms and in authorized denominations,
for unredeemed portion hereof will be issued in the name of the
registered holder hereof upon the cancellation hereof. In case of
redemption at the option of the Company of less than all of the
Securities of this series at the time outstanding the Company
may, by written notice to the Trustee, direct that the Securities
of such series to be redeemed shall be selected from among groups
of such Securities having specified tenor or terms, and the
Trustee shall thereafter select the particular Securities to be
redeemed in such manner as the Trustee deems fair, as provided in
the Indenture. As used herein, the term "Redemption Date" means
any Sinking Fund Redemption Date and any date fixed for
redemption of all or any of the Securities at the option of the
Company.

                  This Security is subject to repayment in whole
or in part in any whole multiple of $1,000 (provided that any
remaining principal amount of this Security shall be at least
$1,000) on the Repayment Dates set forth on the face hereof at
the option of the holder hereof, at a price (the "Repayment
Price") set forth on the face hereof or if no Repayment Price is
so set forth, at 100% of the principal amount, in each case
together

                               5.






with interest payable to the date of repayment. To be repaid at
the option of the holder this Security must be received, with the
form at the foot of this Security titled "Option to Elect
Repayment" duly completed, by the Company at any office or agency
of the Company maintained for the payment of principal and
interest, transfer and exchange in the City and County of San
Francisco, State of California, or in the Borough of Manhattan,
the City of New York, State of New York (or at such additional
addresses of which the Company shall notify the holders of the
Securities of this series) not less than 15 nor more than 45 days
prior to the date of repayment. Effective exercise of the
repayment option by the holder of this Security be irrevocable.
In any case where any Repayment Dates set forth on the face
hereof is not a Business Day (notwithstanding any other provision
of the Indenture of the Securities of this series) then payment
of the Repayment Price and interest need not be made on such
date, but may be made on the next succeeding Business Day with
the same force and effect as if made on such date, and, if such
payment is so made, no interest shall accrue for the period from
and after such Repayment Date. If no Repayment Dates are
indicated on the face hereof, this Security is not subject to
repayment at the option of the holder.

                  Upon surrender of this Security for repayment
in accordance with the provisions set forth above, this Security
(or portion thereof surrendered for repayment) shall, on the
Repayment Date, become due and payable at the Repayment Price,
together with accrued interest to the Repayment Date, and the
Company shall pay such amounts on the Repayment Date.

                  In the event of repayment of this Security in
part only, a new Security or Securities of this series, of like
tenor and terms and in authorized denominations, for the unrepaid
portion hereof will be issued in the name of the registered
holder hereof upon the cancellation hereof.

                  (A) If this Security is designated above as
"Senior," in case an Event of Default with respect to the
Securities of this series, as defined in the Senior Indenture, or
(B) if this Security is designated above as "Subordinated," in
case of certain events of bankruptcy, insolvency or
reorganization of the Company or Wells Fargo Bank, National
Association, shall have occurred and be continuing, then in
either such case the principal of all of the Securities of this
series, together with accrued interest, may be declared, and upon
such declaration shall become due and payable, in the manner with
the effect and subject to the conditions provided in the
Indenture. The Indenture provides that in certain events such
declaration and its consequences may be rescinded and annulled by
the holders of a majority in principal amount of the Securities
of the series (such series or all series voting as one class, if
more than one series are so entitled), as were entitled to
declare such Event of Default, then outstanding (determined for
any series of Securities as in the Indenture provided). It is
also provided in the Indenture that the holders of a majority in
principal amount of the Securities of all series as to which a
default has occurred (all series voting as one class) at the time
outstanding (determined for any series of securities as in the
Indenture provided) may, on behalf of the holders of all of the
Securities of such series, waive any past default in respect of
such Securities under the Indenture and its consequences, except
a default in the payment of the principal of or interest on any
of such Securities or in respect of a covenant or provision of
the Indenture which cannot be modified or amended without the
consent of the holder of each Security so affected and except as
otherwise provided therein.

                  The Indenture contains provisions permitting
the Company and the Trustee, with the consent of the holders of
not less than 66-2/3% in principal amount of the Securities of
all series at the time outstanding (determined for any series of
Securities and evidenced as in the Indenture provided) so
affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of
the holders of the Securities of each such series; provided,
however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Securities, or reduce the rate or extend
the time of payment of interest thereon or on any overdue
principal amount, or reduce the principal amount thereof, or
change the provisions pursuant to which the rate of interest on
any Security is determined if such change could reduce the rate
of interest thereon, or reduce the minimum or maximum rate of
interest thereon or reduce any amount payable

                               6.






upon redemption or repayment thereof, or make the principal
thereof or interest thereon or any overdue principal amount
payable in any coin or currency other than that therein
prescribed, without the consent of the holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities,
the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of all
Securities then outstanding. The Indenture also contains a
provision permitting the holders of a majority in principal
amount of all of the Securities of all series affected (all
series voting as one class) at the time outstanding (determined
for any series of Securities and evidenced as in the Indenture
provided) to waive compliance with any covenant or condition
contained in the Indenture before the time for such compliance.

                  No recourse shall be had for the payment of the
principal of (and premium, if any) or the interest on this
Security, or for any liability based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator,
stockholder, officer, director or employee, as such, past,
present or future, of the Company, or of any successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issuance hereof,
expressly waived and released.

                  The transfer of this Security is registrable by
the registered owner hereof in person or by his attorney duly
authorized in writing at the office of the Company or at the
office of any registrar of the Securities or any transfer agent
designated by the Company for such purpose. Subject to the terms
of the Indenture, upon payment of a sum sufficient to reimburse
the Company for any tax or other governmental charge incident to
transfer, and upon surrender of this Security upon any such
registration of transfer, a new Security or Securities of
authorized denomination or denominations, for the same aggregate
principal amount, will be issued to the transferee in exchange
hereof.

                  Prior to due presentation of this Security for
registration of transfer, the Company, the Trustee, the
Authenticating Agent, if any, and any agent of the Company or the
Trustee may treat the person in whose name this Security shall be
registered upon the Register as the absolute owner of this
Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing
hereon) for the purpose of receiving payment of or on account of
the principal hereof (and premium, if any) and, subject to the
provisions on the face hereof, interest due hereon and for all
other purposes, and neither the Company, the Trustee, the
Authenticating Agent, if any, nor any agent of the Company or the
Trustee shall be affected by any notice or knowledge to the
contrary.

                  As set forth in, and subject to, the provisions
of the Indenture, no holder of any Security of this series will
have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder, unless such holder shall
have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the
holders of not less than 25% in aggregate principal amount of the
outstanding Securities (considered as one class) shall have made
written request, and offered reasonable indemnity, to the Trustee
to institute such proceeding as Trustee, the Trustee shall not
have received from the holders of a majority in aggregate
principal amount of the outstanding Securities a direction
inconsistent with such request and the Trustee shall have failed
to institute such proceeding within 60 days; provided, however,
that such limitations do not apply to a suit instituted by the
registered holder hereof for the enforcement of payment of the
principal of (and premium, if any) or interest on this Security
on or after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay or provide for the payment of the principal of (and
premium, if any) and interest on this Security at the times,
places and rate, and in the coin or currency, herein prescribed.


                               7.






         If this Security is designated on its face hereof as
"Senior," then this Security will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. If this
Security is designated on the face hereof as "Subordinated," then
the indebtedness of the Company evidenced by this Security is, to
the extent and in the manner set forth in the Indenture,
subordinated and junior in right of payment to its obligations to
holders of Senior Indebtedness of the Company.

         Terms used herein and not otherwise defined herein,
which are defined in the Indenture shall have the respective
meanings assigned thereto in the Indenture. By acceptance of this
Security, the holder hereof agrees to be bound by the provisions
of the Indenture.

         This Security shall be deemed to be a contract made
under the laws of the State of California and for all purposes
shall be construed in accordance with the laws of said State.


                               8.






                     -----------------------

                    OPTION TO ELECT REPAYMENT

                  The undersigned hereby requests and irrevocably
instructs the Company to repay the within Security on the first
Repayment Date set forth on the face hereof occurring not less
than 15 nor more than 45 days after the date of receipt of the
within Security by the Company at an office or agency of the
Company maintained for the payment of principal and interest,
transfer and exchange in the City and County of San Francisco,
State of California or in the Borough of Manhattan, The City of
New York, State of New York (or at such other addresses of which
the Company shall notify the registered holders of the Securities
of this series).

         (     )           In whole

         (      )          In part equal to $___________________________ 
                           must be a whole multiple of $1,000; remaining
                           principal amount must be at least $1,000)

at a price equal to the Repayment Price set forth on the face
hereof, or if no Repayment Price is so set forth, at 100% of the
principal amount, in each case, together with interest accrued to
the date of repayment.


Signature


NOTICE:  The signature on this Option
         to Elect Repayment must
         correspond with the name as
         written upon the face of the
         within instrument in every
         particular without alteration
         or enlargement or any change
          whatever.

Please print or type name and address:

______________________________________

______________________________________

______________________________________


                           ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

Please insert Social Security or other 
entifying number of assignee:


______________________________________


______________________________________________________________________________
       (Name and Address of Assignee, including zip code,
                 must be printed or typewritten)


                               9






______________________________________________________________________________

the within Note, and all rights thereunder, hereby irrevocable constituting 
and appointing


_____________________Attorney to transfer said Note on the
Security Register of the Company, with full power of substitution
in the premises.

Dated:




                   _____________________________

         NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within Note in
every particular, without alteration or enlargement or any change
whatever.


                               10.