Exhibit 99.2

                                  SUBSCRIPTION AGREEMENT



            Alliance Farms Cooperative Association
            c/o Farmland Industries, Inc.
            3315 North Oak Trafficway
            Department 47
            Kansas City, Missouri 64116
            Attention:  Wayne N. Snyder

            Gentlemen:

                 1.   Subscription.


                      a.   The undersigned understands that Alliance
            Farms Cooperative Association, a Colorado cooperative
            association (the "Company"), may offer up to (i) an
            aggregate of 51 shares (the "Class A Shares") of its (Class
            A) Common Stock, $.01 par value, on a "best efforts, all-or-
            none" basis for not less than 17 Class A Shares (a "Minimum
            Class A Block"), and thereafter may continue to offer Class
            A Shares on such basis with respect to successive Minimum
            Class A Blocks until 51 Class A Shares have been issued and
            sold, (ii) an aggregate of 54 shares (the "Class B Shares")
            of its Class B Common Stock, $.01 par value, on a "best
            efforts, all-or-none" basis for not less than 18 Class B
            Shares (a "Minimum Class B Block"), and thereafter may
            continue to offer Class B Shares on such basis with respect
            to successive Minimum Class B Blocks until 54 Class B Shares
            have been issued and sold, and (iii) an aggregate of 72
            shares (the "Class C Shares" and together with the Class A
            Shares and the Class B Shares, the "Shares") of its Class C
            Common Stock, $.01 par value, on a "best efforts, all-or-
            none" basis for not less than 24 Class C Shares (a "Minimum
            Class C Block"), and thereafter may continue to offer Class
            C Shares on such basis with respect to successive Minimum
            Class C Blocks until 72 Class C Shares have been issued and
            sold.  The undersigned acknowledges and agrees that prior to
            the execution of this Subscription Agreement, the
            undersigned has received the Company's Prospectus dated
            ______________, 1998 for the Shares, which Prospectus
            contains the form of this Subscription Agreement.

                      b.   The undersigned hereby subscribes for and
            agrees to purchase (i) ______ Class A Shares at a price of
            $80,000 per share, (ii) ______ Class B Shares at a price of
            $60,000 per share, and (iii) ______ Class C Shares at a
            price of $45,000 per share, pursuant to the terms and
            conditions of this Subscription Agreement (the
            "Subscription")<F1>  The undersigned understands and agrees
            that in order to subscribe for any Shares, the following
            items must be delivered to the Company on or before 5:00   
            p.m. on January 7, 1999 (or by 5:00 p.m. on July 6,
            1999 if the termination of the offering is extended by the
            Company):

            [FN]
            One Class A Share, one Class B Share or one Class C Share is
            the minimum number of Shares for which an investor may
            subscribe, as described in the Prospectus.


                           (A)  two completed and executed copies of
                 this Subscription Agreement;

                           (B)  the undersigned's check, bank draft or
                 wire transfer (contact the Company for wire transfer
                 instructions), payable to the order of "Alliance Farms
                 Cooperative Association Escrow No. 465450" in an amount
                 representing the aggregate purchase price of the Shares
                 being subscribed for hereunder (which amount is equal
                 to the sum of (i) the product obtained by multiplying
                 the number of Class A Shares being subscribed for by
                 $80,000 per Share, plus (ii) the product obtained by
                 multiplying the number of Class B Shares being
                 subscribed for by $60,000 per Share, plus (iii) the
                 product obtained by multiplying the number of Class C
                 Shares being subscribed for by $45,000 per Share);

                           (C)  two completed and executed copies of the
                 Pig Purchase Agreement in the form attached to the
                 Prospectus as Exhibit B;<F2>
            [FN]
            Please do not date the Feeder Pig Purchase Agreement; the
            Company will date the Feeder Pig Purchase Agreement upon
            acceptance of subscriptions.

                           (D)  one executed stock power respecting the
                 Class A Shares, Class B Shares and Class C Shares,
                 respectively, subscribed for by the undersigned

                                           
                 hereunder in favor of the Company as contemplated by
                 Section 17 of the Pig Purchase Agreement.<F3>
            [FN]
            Please do not date the Weaned Pig Purchase Agreement; the
            Company will date the Weaned Pig Purchase Agreement upon
            acceptance of subscriptions.

            In addition, if the undersigned is a resident of Iowa, or
            otherwise is subscribing for Shares in Iowa, the undersigned
            may be required to deliver to the Company a completed and
            executed Potential Investor Questionnaire with respect to
            the representation and warranty made pursuant to Section 3.l
            below.  The undersigned understands that pending the
            Company's acceptance of subscriptions for a Minimum Class A
            Block, a Minimum Class B Block or a Minimum Class C Block in
            this offering and the satisfaction of certain other
            conditions, all funds received by the Company in payment of
            the offering price for the Shares promptly will be deposited
            in an interest-bearing escrow account established at The
            Bank of New York (successor trustee to NationsBank, N. A.),
            New York, New York.  Payment of the applicable offering
            price must be made payable to the order of "Alliance Farms
            Cooperative Association Escrow No. 465450", the escrow
            account established at such bank.  Upon the Company's
            acceptance of subscriptions for a Minimum Class A Block of
            17 Class A Shares, for a Minimum Class B Block of 18 Class B
            Shares or for a Minimum Class C Block of 24 Class C Shares,
            and the satisfaction of certain other conditions, all funds
            deposited in the escrow account with respect to such Shares,
            together with any interest earned thereon, will be paid to
            the Company.  In the event that the Company does not issue

                                           A-4
            Shares for which funds have been deposited in the escrow
            account prior to the termination of the offering, such funds
            will be refunded to the respective subscribers, together
            with any interest earned thereon and without any deduction
            being made for expenses.

                      c.   The undersigned understands that this
            Subscription shall be irrevocable, except as otherwise
            provided by virtue of applicable federal and state
            securities laws, and shall survive the death or disability
            of the undersigned, in the case of an individual, or the
            dissolution or bankruptcy of the undersigned, in the case of
            an entity.

                 2.   Acceptance of Subscription.  The undersigned

            understands that if and to the extent this Subscription is
            not accepted by the Company, in whole or in part, prior to
            5:00 p.m. on [JWA2]January 7, 1999 (or by 5:00 p.m. on July
            6, 1999 if the termination date of the offering is extended
            by the Company), any amount so received by the Company will
            be returned to the undersigned.  The undersigned
            acknowledges that the management of the Company reserves the
            right, in its sole and absolute discretion, to accept or
            reject this Subscription, in whole or in part, and that this
            Subscription shall not be binding unless and until accepted
            by the Company.  The undersigned agrees that subscriptions
            need not be accepted in the order they are received.

                 3.   Representations, Warranties and Agreement.  The

            undersigned represents and warrants to the Company and its

                                          
            officers, directors, employees, agents and controlling
            persons, and agrees with such persons, as follows:

                      a.   The undersigned and his or her
                 representative, if any, have been furnished all
                 additional information relating to the Company,
                 its business and financial condition, the offering
                 of the Shares and any other matter set forth in
                 the Prospectus which they have requested.

                      b.   The undersigned agrees that the
                 certificates evidencing the Shares being purchased
                 by the undersigned shall be stamped or otherwise
                 imprinted with a conspicuous legend in
                 substantially the following form:

                      Sale, transfer or hypothecation of the
                      shares represented by this certificate
                      is restricted by the provisions of the
                      Colorado cooperative association law and
                      the Articles of Incorporation and Bylaws
                      of Alliance Farms Cooperative
                      Association (the "Company"), a copy of
                      which provisions may be inspected at the
                      principal offices of the Company, and
                      all provisions of which are hereby
                      incorporated by reference in this
                      certificate.

                 The undersigned agrees that the Shares or any of
                 them shall be sold, pledged, assigned,

                                          
                 hypothecated, or otherwise transferred (with or
                 without consideration) (a "Transfer") only if such
                 Transfer is permissible under the Colorado
                 cooperative association law and the Company's
                 Articles of Incorporation and Bylaws.  The
                 undersigned understands that the Company has not
                 agreed to register the Shares for distribution in
                 accordance with the provisions of certain
                 applicable state securities law (the "State
                 Acts"), that the Company is the only party who may
                 register the Shares under certain State Acts and
                 that the Company has not agreed to comply with any
                 exemption under the State Acts for the resale of
                 the Shares.  The undersigned understands that
                 there is and likely will be no market for the
                 (Class A) Common Stock, Class B Common Stock or
                 Class C Common Stock of the Company and that the
                 undersigned therefore may be unable to sell or
                 dispose of the Shares.

                      c.   The undersigned agrees that a stop
                 transfer order shall be placed on the transfer
                 books maintained with respect to the Shares which
                 gives effect to the restrictive legend set forth
                 in Section 3.b.

                      d.   The undersigned understands that no
                 federal or state agency has passed upon the Shares
                 or upon the accuracy or adequacy of the
                 Prospectus, or made any finding or determination
                 as to the fairness of the investment or any

                                           
                 recommendation or endorsement of the Shares.  The
                 undersigned understands that the Prospectus may
                 not have been filed with or reviewed by certain
                 state securities administrators.

                      e.   The undersigned is a producer of
                 agricultural products, an association of such
                 producers, or a federation of such associations.

                      f.   If a natural person, the undersigned is
                 a citizen of the United States of America, is at
                 least 21 years of age, and has the legal capacity
                 to execute, deliver and perform this Agreement,
                 and his or her principal residence is located
                 within the state designated under his or her name
                 below.

                      g.   If the undersigned is a corporation,
                 trust, partnership, or any other entity, such
                 entity is authorized and otherwise duly qualified
                 and empowered to execute and deliver this
                 Subscription Agreement and thereupon shall become
                 legally bound thereby, all necessary actions have
                 been taken to authorize and approve the investment
                 in the Shares, such entity was not formed for the
                 purpose of making the investment in the Shares and
                 such entity's principal place of business is
                 located at the address set forth on the signature
                 page hereof.

                      h.   The undersigned acknowledges and agrees

                                           A-8
                 that certain commissions as described in the
                 Prospectus may be due and payable to certain
                 selling agents or other representatives of the
                 Company in connection with this Subscription.

                      i.   The undersigned acknowledges that the
                 Company may assign the Company's rights in and to
                 the Pig Purchase Agreement executed by the
                 undersigned and any and all other assets of the
                 Company to any lender that may provide financing
                 to the Company in connection with the construction
                 of feeder or weaned pig production facilities or
                 the operation thereof, or both, and the
                 undersigned consents to any such assignment.

                      j.   If the undersigned is a resident of
                 Iowa, or otherwise is subscribing for Shares in
                 Iowa, the undersigned certifies that the
                 undersigned either (i) has a net worth, or joint
                 net worth with the undersigned's spouse, in either
                 case, exclusive of home, furnishings and
                 automobiles ("Adjusted Net Worth") of at least
                 $65,000 as of the date hereof, and an annual gross
                 income of at least $65,000 for each of the
                 undersigned's two most recent tax years; or
                 (ii) has Adjusted Net Worth of at least $250,000
                 as of the date hereof.

                 4.   Taxpayer Identification Number.  The undersigned 
            agrees to complete, execute and return to the Company a Form
            W-9, "Payer's Request for Taxpayer Identification Number and
            Certification", concurrently with the delivery of the
            executed copy of this Subscription Agreement.<F4>
            [FN]
             A Form W-9 is attached hereto as Annex 2 for your
            convenience.
                 5.   Indemnification.  The undersigned agrees to   
            indemnify and hold harmless the Company, its officers,
            directors, employees, shareholders and affiliates, and any
            person acting on behalf of the Company, from and against any
            and all damage, loss, liability, cost and expense (including
            attorneys' fees) which any of them may incur by reason of
            the failure by the undersigned to fulfill any of the terms
            or conditions of this Subscription Agreement.  All
            representations, warranties and covenants contained in this
            Subscription Agreement, and the indemnification contained in
            this Section 5 shall survive the acceptance of this
            Subscription.

                 6.   No Waiver.  Notwithstanding any of the  
            representations, warranties, acknowledgments or agreements
            made herein by the undersigned, the undersigned does not
            thereby or in any other manner waive any of the rights
            granted to the undersigned under federal or state securities
            law.

                 7.   Entire Agreement; Modification.  This Subscription     
            Agreement constitutes the entire agreement between the
            parties hereto with respect to the subject matter hereof,
            and neither this Subscription Agreement nor any provisions
            hereof shall be waived, changed, discharged or terminated
            except by an instrument in writing signed by the party
            against whom any waiver, change, discharge or termination is
            sought.

                 8.   Notices.  Any notice, demand or other  
            communication which any party hereto may be required, or may
            elect, to give to anyone interested hereunder shall be
            effective only if it is in writing and personally delivered
            or sent by certified or registered mail, return receipt
            requested, postage prepaid, or by a nationally recognized
            overnight delivery service, with delivery confirmed,
            addressed to:  in the case of the Company:  Alliance Farms
            Cooperative Association, c/o Farmland Industries, Inc., 3315
            North Oak Trafficway, Department 47, Kansas City, Missouri
            64116, Attention:  Wayne N. Snyder, or at such other address
            as the Company shall so notify the undersigned pursuant
            hereto, and in the case of the undersigned at the address
            set forth on the signature page thereof or at such other
            address as the undersigned shall so notify the Company
            pursuant hereto.  Any such notice, demand or other
            communication shall be deemed to have been given as of the
            date when so delivered.

                 9.   Binding Effect.  Except as otherwise provided   
            herein, this Subscription Agreement shall be binding upon
            and inure to the benefit of the parties hereto and their
            respective heirs, executors, administrators, successors,
            legal representatives and assigns.  If the undersigned is
            more than one person, the obligations of the undersigned
            shall be joint and several and the agreements,
            representations, warranties and acknowledgments herein
            contained shall be deemed to be made by and be binding upon
            each such person and the undersigned's respective heirs,
            executors, administrators, successors, legal representatives
            and assigns.

                 10.  Type of Ownership.  The Subscriber wishes to own   
            the Shares as follows (mark one):

                 [ ]  Separate or individual property;

                 [ ]  Joint tenants with right of survivorship (both   
                      parties must sign all required documents);


                 [ ]  Community property (both parties must sign all  
                      required documents);

                 [ ]  Trust (include name of trust, name of trustee, and
                      include a copy of the trust instrument);

                 [ ]  Corporation (include articles of incorporation,
                      bylaws and certified corporate resolution
                      authorizing the investment and signature);

                 [ ]  Partnership (include a copy of the partnership
                      agreement and a written consent of partners
                      authorizing the investment and signature);

                                                                    
                 [ ]  Other (specify):                             
                           .

            (Note:  Subscribers should seek the advice of their attorney
            in deciding in which of the above forms they should take
            ownership of the Shares, since different forms of ownership
            may have varying gift tax, estate tax, income tax and other
            consequences, depending on the state of the Subscriber's
            domicile and the Subscriber's particular personal
            circumstances.)

                 The name(s) in which the Shares are to be held is:





                 11.  Assignability.  The undersigned agrees not to

            transfer or assign this Subscription Agreement, or any of
            the undersigned's interest herein, and further agrees that
            the transfer or assignment of the Shares shall be made only
            in accordance with the terms and conditions of this
            Subscription Agreement, the Company's Articles of
            Incorporation and Bylaws, and all applicable laws.

                 12.  Applicable Law.  This Subscription Agreement shall

            be governed by and construed in accordance with the laws of
            the State of Colorado.

            [The remainder of this page intentionally has been left

                                          
            blank]


                 The undersigned hereby represents that the undersigned
            has read this Subscription Agreement in its entirety.

                 IN WITNESS WHEREOF, the undersigned has executed this
            Subscription Agreement this ___ day of _____________,
            199__,at _________________, ____________.
                                           (city)           (state)
            INDIVIDUALS SIGN HERE

            Note:  If the Subscriber wishes to own the Shares with
            another person as joint tenants, or as community property,
            both individuals must sign this Subscription Agreement.

















                                           A-14


            Signature


            Name (please print)


            Social Security Number

            Principal Residence Address of Subscriber


            Street Address


            City and State      Zip Code

            Additional Individual (if any)



            Signature


            Name (please print)


            Social Security Number

            Principal Residence Address of Subscriber

                                           
                                          
            Street Address


            City and State      Zip Code

                 The undersigned hereby represents that the undersigned
            has read this Subscription Agreement in its entirety.

                 IN WITNESS WHEREOF, the undersigned has executed this
            Subscription Agreement this ___ day of _____________, 199__,
            at _________________, .  
                                                   (city)
            (state)


















                                           
            ORGANIZATIONS SIGN HERE

            Note:  If signed on behalf
            of a corporation, please
            submit the corporation's         Printed Name of
            articles of incorporation,       Organization
            bylaws, and certified
            corporate resolution
            authorizing the investment       By:
            and signature.  If signed           Signature
            on behalf of a partnership,
            please submit a copy of the
            partnership agreement and a      Printed Name and Title
            written consent of partners
            authorizing the investment
            and signature.  If signed        By:
            on behalf of a trust,               (Additional signature
            please submit the name of        if required by
            the trust, name of the              governing instrument)
            trustee, and a copy of the
            trust instrument.

                                             Printed Name and Title


                                             Federal Taxpayer
                                             Identification Number

                                             Address of Principal Place
                                             of Business:


                                           


            Street Address



            City and State      Zip
            Code



            Country (if other than
            U.S.A.)



















                                         
































                                          
            ALLIANCE FARMS COOPERATIVE ASSOCIATION hereby
            [accepts][rejects] the above Subscription on this _____ day
            of _____________, 199__, at Yuma, Colorado.


                                          ALLIANCE FARMS COOPERATIVE
                                          ASSOCIATION


                                          By:
                                               Name:               
                                               Title:              


                                             ANNEX 1

                                       STOCK POWER


            FOR VALUE RECEIVED,                           hereby sell,
            assign and transfer unto      
                                                   
            (__________) Shares of the Class __ Common Capital Stock of
            the Alliance Farms Cooperative Association standing in its
            name on the books of said association represented by
            Certificate No.           herewith and do hereby irrevocably
            constitute and appoint
            attorney to transfer the said stock on the books of the
            within named Company with full power of substitution in the
            premises.
            Dated                19       

                                          
            In the Presence of   




                                           
                                       ANNEX 2


            Form  W-9
            (Rev. March 1994)
            Department of the Treasury
            Internal Revenue Service

            Request for Taxpayer
            Identification Number and Certification
            Give form to the requester.  Do NOT send to the IRS.
            Please print or type:

            Name (if joint names, list first and circle the name of the
            person or entity whose number you enter in Part 1 below.
            See instructions on page 2 if your name has changed.)


            Business name (Sole proprietors see instructions on page 2.

            Please check appropriate box:    [   ]  Individual/Sole
            proprietor     [  ]  Corporation
            [   ]  Partnership[  ]  Other      

            Address (number, street, and apt. or suite no.)
            Requester's name and address
            (optional)

            City, state and ZIP code

                                                                             
            Part I         Taxpayer Identification Number (TIN)
            List account numbers(s) here
            (optional)
            
            Enter your TIN in the appropriate box.  For  Social security
            number individuals, this is your social security number
            (SSN).  For sole proprietors, see the instructions
            on page 2.  For other entities, it is your employer
            identification number (EIN).  IF you do not have a number,
            How To Get a TIN below.
            
            Note:  If the account is in more than one name, see the
            chart on page 2 for guidelines on whose number
            to enter.

            Part II   For Payees Exempt
            From Backup Withholding (See, see  Part II Instructions on    
            page 2)

                 OR
                 Employer identification
                                ____ - _____________   >
                                                                             
            Part III  Certification                                          


            Under penalties of perjury, I certify that:

            1. The number shown on this form is my correct taxpayer
            identification number (or I am waiting for a number to be
            issued to me), and

            2. I am not subject to backup withholding because:  (a) I am
               exempt from backup withholding, or (b) I have not been
               notified by the Internal Revenue Service that I am
               subject to backup withholding as a result of a failure to
               report all interest or dividends, or (d) the IRS has
               notified me that I am no longer subject to backup
               withholding.
               
            Certification Instructions.--You must cross out item 2 above
            if you have been notified by the IRS that you are currently
            subject to backup withholding because of underreporting
            interest or dividends on your tax return.  For real estate
            transactions, item 2 does not apply.  For mortgage interest
            paid, the acquisition or abandonment of secured property,
            cancellation of debt, contributions to an individual
            retirement arrangement (IRA), and generally payments other
            than interest and dividends, you are not required to sign
            the Certification, but you must provide your correct TIN.
            (Also see Part III Instructions on page 2.)


            Sign
            Here     Signature >               Date >    


            Section references are to the Internal Revenue Code.

            Purpose of Form.--A person who is required to file an
            information return with the IRS must get your correct TIN to
            report income paid to you, real estate transactions,
            mortgage interest you paid, the acquisition or abandonment
            of secured property, cancellation of debt, or contributions
            you made to an IRA.  Use Form W-9 to give your correct TIN
            to the requester (the person requesting your TIN) and, when
            applicable, (1) to certify the TIN you are giving is correct
            (or you are waiting for a number to be issued), (2) to
            certify you are not subject to backup withholding, or (3) to
            claim exemption from backup withholding if you are an exempt
            payee.  Giving your correct TIN and making the appropriate
            certifications will prevent certain payments from being
            subject to backup withholding.

            Note:  If a requester gives you a form other than a W-9 to
            request your TIN, you must use the requester's form if it is
            substantially similar to this Form W-9.

            What Is Backup Withholding?--Persons making certain payments
            to you must withhold and pay to the IRS 31% of such payments
            under certain conditions.  This is called "backup
            withholding."  Payments that could be subject to backup
            withholding include interest, dividends, broker and barter
            exchange transactions, rents, royalties, nonemployee pay,
            and certain payments from fishing boat operators.  Real
            estate transactions are not subject to backup withholding.

            If you give the requester your correct TIN, make the proper
            certifications, and report all your taxable interest and
            dividends on your tax return, your payments will not be
            subject to backup withholding.  Payments you receive will be
            subject to backup withholding if:

                 1.   You do not furnish your TIN to the requestor, or

                 2.   The IRS tells the requester that you furnished an
            incorrect TIN, or

                 3.   The IRS tells you that you are subject to backup
            withholding because you did not report all your interest and
            dividends on your tax return (for reportable interest and
            dividends only), or


                                           A-26
                 4.   You do not certify to the requester that you are
            not subject to backup withholding under 3 above (for
            reportable interest and dividend accounts opened after 1983
            only), or

                 5.   You do not certify your TIN.  See the Part III
            instructions for exceptions.

                 Certain payees and payments are exempt from backup
            withholding and information reporting.  See the Part II
            instructions and the separate Instructions for the Requester
            of Form W-9.

                 How to Get a TIN.--If you do not have a TIN, apply for
            one immediately.  To apply, get Form SS-5, Application for a
            Social Security Number Card (for individuals), from your
            local office of the Social Security Administration, or Form
            SS-4, Application for Employer Identification Number (for
            businesses and all other entities), from your local IRS
            office.

                 If you do not have a TIN, write "Applied For" in the
            space for the TIN in Part I, sign and date the form, and
            give it to the requester.  Generally, you will then have 60
            days to get a TIN and give it to the requester.  If the
            requester does not receive your TIN within 60 days, backup
            withholding, if applicable, will begin and continue until
            you furnish your TIN.

            Note:  Writing "Applied For" on the form means that you have
            already applied for a TIN OR that you intend to apply for
            one soon.

                 As soon as you receive your TIN, complete another Form
            W-9, include your TIN, sign and date the form, and give it
            to the requester.

            Penalties

            Failure to Furnish TIN.--If you fail to furnish your correct
            TIN to a requester, you are subject to a penalty of $50 for
            each such failure unless your failure is due to reasonable
            cause and not to willful neglect.

            Civil Penalty for False Information With Respect to
            Withholding.--If you make a false statement with no
            reasonable basis that results in no backup withholding, you
            are subject to a $500 penalty.

            Criminal Penalty for Falsifying Information.--Willfully
            falsifying certifications or affirmations may subject you to
            criminal penalties including fines and/or imprisonment.

            Misuse of TINs.--If the requester discloses or uses TINs in
            violation of Federal law, the requester may be subject to
            civil and criminal penalties.

            Specific Instructions

            Name.--If you are an individual, you must generally enter
            the name shown on your social security card.  However, if
            you have changed your last name, for instance, due to
            marriage, without informing the Social Security
            Administration of the name change, please enter your first
            name, the last name shown on your social security card, and
            your new last name.

                 Sole Proprietor.--You must enter your individual name.
            (Enter either your SSN or EIN in Part I.)   You may also
            enter your business name or "doing business as" name on the
            business name line.  Enter your name as shown on your social
            security card and business name as it was used to apply for
            your EIN on Form SS-4.

            Part I--Taxpayer Identification Number (TIN)

            You must enter your TIN in the appropriate box.  If you are
            a sole proprietor, you may enter your SSN or EIN.  Also see
            the chart on this page for further clarification of name and
            TIN combinations.  If you do not have a TIN, follow the
            instructions under How To Get a TIN on page 1.

            Part II--For Payees Exempt From Backup Withholding

            Individuals (including sole proprietors) are not exempt from
            backup withholding.  Corporations are exempt from backup
            withholding for certain payments, such as interest and
            dividends.  For a complete list of exempt payees, see the
            separate Instructions for the Requestor of Form W-9.

                 If you are exempt from backup withholding, you should
            still complete this form to avoid possible erroneous backup
            withholding.  Enter your correct TIN in Part I, write
            "Exempt" in Part II, and sign and date the form.  If you are
            a nonresident alien or a foreign entity not subject to
            backup withholding, give the requester a completed Form W-8,
            Certificate of Foreign Status.

            Part III--Certification

            For a joint account, only the person whose TIN is shown in
            Part I should sign.

                 1.  Interest, Dividend, and Barter Exchange Accounts
            Opened Before 1984 and Broker Accounts Considered Active
            During 1983.  You must give your correct TIN, but you do not
            have to sign the certification.

                 2.  Interest, Dividend, Broker, and Barter Exchange
            Accounts Opened After 1983 and Broker Accounts Considered
            Inactive During 1983.  You must sign the certification or
            backup withholding will apply.  If you are subject to backup
            withholding and you are merely providing your correct TIN to
            the requester, you must cross out item 2 in the
            certification before signing the form.

                 3.  Real Estate Transactions.  You must sign the
            certification.  You may cross out item 2 of the
            certification.

                 4.  Other Payments.  You must give your correct TIN,
            but you do not have to sign the certification unless you
            have been notified of an incorrect TIN.  Other payments
            include payments made in the course of the requester's trade 
            or business for rents, royalties, goods (other than bills
            for merchandise), medical and health care services, payments
            to a nonemployee for services (including attorney and
            accounting fees), and payments to certain fishing boat crew
            members.

                 5.  Mortgage Interest Paid by You, Acquisition or
            Abandonment of Secured Property, Cancellation of Debt, or
            IRA Contributions.  You must give your correct TIN, but you
            do not have to sign the certification.


            Privacy Act Notice

            Section 6109 requires you to give your correct TIN to
            persons who must file information returns with the IRS to
            report interest, dividends, and certain other income paid to
            you, mortgage interest you paid, the acquisition or
            abandonment of secured property, cancellation of debt, or
            contributions you made to an  IRA.  The IRS uses the numbers
            for identification purposes and to help verify the accuracy
            of your tax return.  You must provide your TIN whether or
            not you are required to file a tax return.  Payers must
            generally withhold 31% of taxable interest, dividend, and
            certain other payments to a payee who does not give a TIN to
            a payer.  Certain penalties may also apply.

            What Name and Number To Give the Requester

            For this type of account           
                                               Give name and SSN of:

                                           
                                           

            1. Individual                                The individual

            2. Two or more individuals
             (joint account)                             The actual
                                                         owner of the account
                                                         or,
                                                         if combined funds, the
                                                         first individual on the
                                                         account(1)

            3. Custodian account of a minor (Uniform      The minor(2)
               Gift to Minors Act)

            4. a.The usual revocable savings (grantor    The grantor-tustee(1)
                 is also trustee)
               b.So-called trust account that is not a   The actual owner(1)
                 legal or valid trust under state law

            5. Sole proprietorship                        The owner(3)


            For this type of account:                     Give name and EIN of:

            6. Sole proprietorship                        The owner(3)

            7. A valid trust, estate, or pension trust    Legal entity(4)
            8. Corporate                                  The corporation

            9. Association, club, religious, charitable,
               educational, or other tax-exempt 
               organization                                The organization

                                           
            10.  Partnership                               The partnership

            11.  A broker or registered nominee            The broker or
            nominee

            12.  Account with the Department of             The public
               Agriculture entity in the name of a public
               entity (such as a state or local government,
               school district, or prison) that receives
               agricultural program payments

            (1)  List first and circle the name of the person whose
            number you furnish.
            
            (2)  Circle the minor's name and furnish the minor's SSN.

            (3)  You must show your individual name, but you may also
            enter your business or "doing business as" name.  You may
            use either your SSN or EIN.

            (4)  List first and circle the name of the legal trust,
            estate, or pension trust.  (Do not furnish the TIN of the
            personal representative or trustee unless the legal entity
            itself is not designated in the account title.)

            Note:  If no name is circled when more than one name is
            listed, the number will be considered to be that of the
            first name listed.