UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
COMMISSION FILE NUMBER 0-255

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1994.
-----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ------------------- to -------------------.

GRAYBAR ELECTRIC COMPANY, INC.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

NEW YORK 13-0794380
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

34 North Meramec Avenue, St. Louis, Missouri 63105
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Post Office Box 7231, St. Louis, Missouri 63177
- -------------------------------------------------------------------------------
(Mailing Address) (Zip Code)

Registrant's telephone number, including area code: (314) 727-3900
-------------------

Securities registered pursuant to Section 12(b) of the Act: None
----------

Securities registered pursuant to Section 12(g) of the Act:

Preferred Stock - Par Value $20

Common Stock - Par Value $1 Per Share with a Stated Value
of $20

Voting Trust Certificates relating to such Shares of Common Stock of
the Registrant

Common Stock outstanding at March 27, 1995 - 4,564,371 Shares

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.

Yes (X) No ( )

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Paragraph 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)

The aggregate stated value of the Common Stock outstanding and,
with respect to rights of disposition, beneficially owned by
nonaffiliates (as defined in Rule 405 under the Securities Act of
1933) of the registrant on March 27, 1995, was approximately
$91,287,420. Pursuant to a Voting Trust Agreement, dated as of April
15, 1987, approximately 95% of the outstanding shares of Common Stock
are held of record by four Voting Trustees who are each directors of
the registrant and who collectively exercise all voting rights with
respect to such shares. The registrant is 100% owned by its active
and retired employees, and there is no public trading market for the
registrant's Common Stock. The registrant has the option to
repurchase, at the price at which it was issued, each outstanding
share of Common Stock in the event of the owner's death, termination
of employment other than by retirement, or desire to dispose of such
shares. Historically all shares of Common Stock have been issued for
$20 per share, and the registrant has always exercised its repurchase
option and expects to continue to do so.

The documents listed below have been incorporated by reference
into the indicated Part of this Annual Report on Form 10-K:

(1) Annual Report to Shareholders Part II, Items 5-8 for the
fiscal year ended December 31, 1994.

(2) Information Statement relating Part III, Items 10-13 to the
1995 Annual Meeting of Shareholders.

PART I
------

Item 1. Business
- ------- --------

Graybar Electric Company, Inc. (the "Company") is engaged
internationally in the distribution of electrical and communications
equipment and supplies primarily to contractors, industrial plants,
telephone companies, power utilities, and commercial users. All
products sold by the Company are purchased by the Company from others.

The Company was incorporated under the laws of the State of New
York on December 11, 1925 to take over the wholesale supply department
of Western Electric Company, Incorporated. The location and telephone
number of the principal executive offices of the Company are 34 North
Meramec Avenue, St. Louis, Missouri (314) 727-3900, and the mailing
address of the principal executive offices is P.O. Box 7231, St.
Louis, Missouri 63177.

Suppliers
- ---------

The Company acts as a distributor of the products of more than
1,000 manufacturers. The relationship of the Company with a number of
its principal suppliers goes back many years. It is customarily a
nonexclusive national or regional distributorship terminable upon 30
to 90 days notice by either party.

During 1994, the Company purchased a significant portion of its
products from its three largest suppliers. The termination by any of
these companies, within a short period of time, of a significant
number of their agreements with the Company might have an immediate
material adverse effect on the business of the Company, but the
Company believes that within a reasonable period of time it could find
alternate sources of supply adequate to alleviate such adverse effect.

2
3

Products Distributed
- --------------------

The Company distributes more than 100,000 different products
and, therefore, is able to supply its customers with a wide variety of
electrical and communications products. The products distributed by
the Company consist primarily of wire, conduit, wiring devices,
tools, motor controls, transformers, lamps, lighting fixtures and
hardware, power transmission equipment, telephone station apparatus,
key systems, PBXs, data products for local area networks or wide
area networks, fiber optic products, and CATV products. These
products are sold to customers such as contractors (both industrial
and residential), industrial plants, telephone companies, private
and public utilities, and commercial users.

On December 31, 1994 and 1993, the Company had orders on hand
which totalled approximately $189,349,000 and $174,928,000,
respectively. The Company believes that the increase from 1993 to
1994 reflects the improvements in the market sectors of the economy in
which the Company operates. The Company expects that approximately
85% of the orders on hand at December 31, 1994 will be filled within
the twelve-month period ending December 31, 1995. Historically,
orders on hand for the Company's products have been firm, but
customers from time to time request cancellation and the Company has
historically allowed such cancellations.

Marketing
- ---------

The Company sells its products through a network of
distributing houses located in 15 geographical districts throughout
the United States. In each district the Company maintains a main
distributing house and a number of branch distributing houses, each of
which carries an inventory of supply materials and operates as a
wholesale distributor for the territory in which it is located. The
main distributing house in each district carries a substantially
larger inventory than the branch houses so that the branch houses can
call upon the main distributing house for additional items of
inventory. In addition, the Company maintains two (2) zone warehouses
with special inventories so all locations can call upon them for
additional items. The Company also has subsidiary operations with
distribution facilities located in Puerto Rico, Mexico, Panama, Guam,
Singapore and Canada.

3
4

The distribution facilities operated by the Company are shown
in the following table:

Location of Main Number of Distributing Number of
Distributing House Houses in District Distributing Houses
- ------------------ ---------------------- -------------------

Graybar Holdings Limited
------------------------
Boston, MA 9 Canada 2
Cincinnati, OH 9
Dallas, TX 29 Graybar Electric (Ontario) Ltd.
-------------------------------
Glendale Heights, IL 14 Canada 5
Miami, FL 1
Minneapolis, MN 17 Graybar Electric Ltd.
---------------------
New York, NY 12 Canada 21
Norcross, GA 18
Philadelphia, PA 7
Phoenix, AZ 24 Graybar International Guam, Inc.
--------------------------------
Pittsburgh, PA 8 Tamuning, Guam 1
Richmond, VA 13
Seattle, WA 20 Graybar de Mexico, S.A. de CV.
------------------------------
St. Louis, MO 14 Juarez, Mexico 1
Tampa, FL 24 Mexico City, Mexico 1

Zone Distributing Graybar-P&M International
- ----------------- -------------------------
Houses PTE, Ltd.
- ------ ---------
Bethlehem, PA 1 Singapore 1
Peoria 1

Graybar International, Inc. Graybar Free Zone, S.A.
- --------------------------- -----------------------
Puerto Rico 1 Panama 1

Where the specialized nature or size of a particular shipment
warrants, the Company has products shipped directly from its suppliers
to the place of use, while in other cases orders are filled from the
Company's inventory. On a dollar volume basis, over one-half of the
orders are filled from the Company's inventory and the remainder are
shipped directly from the supplier to the place of use. The Company
generally finances its inventory from internally generated funds and
from long and short-term borrowings.

4
5

The Company distributes its products to more than 200,000
customers, which fall into five general classes. The following list
shows the estimated percentage of the Company's total sales for each
of the three years ended December 31, attributable to each of these
classes:

CLASS OF CUSTOMERS PERCENTAGE OF SALES
------------------ -------------------

1994 1993 1992
----------- --------- ----------

Electrical contractors 39.2% 40.8% 42.4%
Industrial plants 30.9 31.3 29.9
Telecommunication companies 21.7 18.7 17.3
Private and public power utilities 6.3 7.0 7.8
Miscellaneous 1.9 2.2 2.6
----------- --------- ----------
100.0% 100.0% 100.0%
=========== ========= ==========

At December 31, 1994, the Company employed approximately 2,100
persons in sales capacities. Approximately 950 of these sales
personnel were sales representatives who work in the field making
sales to customers at the work site. The remainder of the sales
personnel were sales and marketing managers, and telemarketing,
advertising, quotation, counter and clerical personnel.

Competition
- -----------

The Company believes that it is the largest distributor of
electrical products not affiliated with a manufacturing company, and
one of the three largest distributors of such products in the United
States. The field is highly competitive, and the Company estimates
that the three largest distributors of electrical products account for
only a small portion of the total market, with the balance of the
market being accounted for by independent distributors and
manufacturers operating on a local, state-wide or regional basis.

The Company believes that its competitive position is primarily a
result of its ability to supply its customers through a network of
conveniently located distribution facilities with a broad range of
electrical and telecommunications materials within a short period of
time. Price is also important, particularly where the Company is
asked to submit bids to contractors in connection with large
construction jobs.

5
6
Employees
- ---------

At December 31, 1994, the Company employed approximately 5,600
persons on a full-time basis. Approximately 140 of these persons were
covered by union contracts. The Company has not had a material work
stoppage and considers its relations with its employees to be good.

Item 2. Properties
- ------- ----------

As of December 31, 1994 the Company operated offices and
distribution facilities in 238 locations. Of these, 132 were owned by
the Company, and the balance were leased. The leases are for varying
terms, the majority having a duration of less than five years.

The Company's distribution facilities consist primarily of
warehouse space. A small portion of the space in each facility is
used for offices. Distribution facilities vary in size from
approximately 2,400 square feet to 129,000 square feet, the average
being approximately 29,000 square feet.

As of December 31, 1994, approximately $45.2 million in debt of the
Company was secured by mortgages on thirty-three buildings. Twenty of
these facilities are subject to a first mortgage securing a 12.25%
note, of which approximately $12.5 million in principal amount remains
outstanding. Seven of these facilities are subject to a first
mortgage securing a 9.23% note, of which $30.0 million in principal
amount remains outstanding.

Distribution houses in Salt Lake City, Utah; Pinellas County and
Polk County, Florida; Tucson, Arizona; Beaumont, Texas and Glendale
Heights, Illinois are subject to mortgages securing Industrial Revenue
Bonds at variable interest rates with payments totaling $2.7 million
due periodically to 2004.

Item 3. Legal Proceedings
- ------- -----------------

The Company has been named, together with numerous other companies,
as a co-defendant in actions by approximately 1,000 plaintiffs which
have been filed in various federal and state courts in Arkansas,
Louisiana, Maryland, Minnesota, Mississippi, New Hampshire, New
Jersey, New York, Ohio, Pennsylvania, Texas, Washington, and West
Virginia. The plaintiffs allege personal injuries due to exposure to
asbestos products and seek substantial damages. The majority of the
complaints do not identify any products containing asbestos allegedly
sold by the Company.

6
7
However, since all products sold by the Company have been and are
purchased from suppliers, if a plaintiff were to successfully
establish an asbestos-related injury claim with respect to a product
sold by the Company, the Company believes it would normally have a
claim against its supplier. Furthermore, the Company believes it has
product liability insurance coverage available to cover these claims.
Accordingly, based on information now known to the Company, in the
opinion of management the ultimate disposition of the asbestos-related
claims against the Company will not have a materially adverse effect
on the Company.

Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------

No matter was submitted to a vote of shareholders during the fourth
quarter of the fiscal year covered by this Annual Report on Form 10-K.

PART II
-------

Item 5. Market for the Registrant's Common Stock and Related
- ------- ----------------------------------------------------
Shareholder Matters
-------------------

The Company is wholly owned by its active and retired
employees, and there is no public trading market for its Common Stock,
par value $1 per share with a stated value of $20 per share. No
shareholder may sell, transfer or otherwise dispose of shares of
Common Stock without first offering the Company the option to purchase
such shares at the price at which they were issued. The Company also
has the option to purchase the Common Stock of any shareholder who
dies or ceases to be an employee of the Company for any cause other
than retirement on a Company pension. In the past all shares issued
by the Company have been issued at $20 per share, and the Company has
always exercised its repurchase option, and expects to continue to do
so.

The information as to number of holders of Common Stock and
frequency and amount of dividends, required to be included pursuant to
this Item 5, is included under the captions "Capital Stock Data" and
"Dividend Data" on page 1 of the Company's Annual Report to
Shareholders for the year ended December 31, 1994, (the "1994 Annual
Report") furnished to the Securities and Exchange Commission (the
"Commission") pursuant to Rule 14c-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and such information is
incorporated herein by reference.

7
8
In May, 1994, the Company entered into a ten-year note
agreement that includes various covenants which limit the Company's
ability to make investments, pay dividends, incur debt, dispose of
property, and issue equity securities. The Company is also required
to maintain certain financial ratios as defined in the agreement.

Item 6. Selected Financial Data
- ------- -----------------------

The selected financial data for the Company as of December 31,
1994 and for the five years then ended, which is required to be
included pursuant to this Item 6, is included under the caption
"Selected Consolidated Financial Data" on page 15 of the 1994 Annual
Report and is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition
- ------- -----------------------------------------------------------
and Results of Operations
-------------------------

Management's discussion and analysis required to be included
pursuant to this Item 7 is included under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" on pages 16 and 17 of the 1994 Annual Report and is
incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------

The financial statements required by this Item 8 are listed in
Item 14(a)(1) of this Annual Report on Form 10-K under the caption
"Index to Financial Statements."

Such financial statements specifically referenced from the 1994
Annual Report in such list are incorporated herein by reference.
There is no supplementary financial information required by this item
which is applicable to the Company.

Item 9. Disagreements on Accounting and Financial Disclosure
- ------- ----------------------------------------------------

None.

8
9
PART III
--------

Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------

The information with respect to the directors and executive
officers of the Company required to be included pursuant to this Item
10 will be included under the caption "Directors and Executive
Officers -- Nominees for Election as Directors" in the Company's
Information Statement relating to the 1995 Annual Meeting (the
"Information Statement"), to be filed with the Commission pursuant to
Rule 14c-5 under the Exchange Act, and is incorporated herein by
reference.

Item 11. Executive Compensation
- -------- ----------------------

The information with respect to executive compensation required
to be included pursuant to this Item 11 will be included under the
captions "Executive Compensation" and "Pension Plan" in the
Information Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------

The information with respect to the security ownership of
beneficial owners of more than 5% of the Common Stock, the directors
of the Company and all directors and officers of the Company, which is
required to be included pursuant to this Item 12, will be included in
the introductory language and under the caption "Directors and
Executive Officers -- Nominees for Election as Directors" in the
Information Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------

The information with respect to any reportable transactions,
business relationships and indebtedness between the Company and the
beneficial owners of more than 5% of the Common Stock, the directors
or nominees for director of the Company, the executive officers of the
Company or the members of the immediate families of such individuals,
required to be included pursuant to this Item 13, will be included
under the caption "Directors and Executive Officers" in the
Information Statement and is incorporated herein by reference.

9
10

PART IV
-------

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------- ----------------------------------------------------------------

(a) Documents filed as part of this report:
--------------------------------------

The following financial statements and Report of
Independent Accountants are included on the indicated
pages in the 1994 Annual Report and are incorporated by
reference in this Annual Report on Form 10-K:

1. Index to Financial Statements
-----------------------------

(i) Consolidated Statements of Income and Retained
Earnings for each of the three years ended
December 31, 1994 (page 18).

(ii) Consolidated Balance Sheets, as of December
31, 1994 and December 31, 1993 (page 19).

(iii) Consolidated Statements of Cash Flows for
each of the three years ended December 31,
1994 (page 20).

(iv) Notes to Consolidated Financial Statements
(pages 21 to 24).

(v) Report of Independent Accountants relating to
above mentioned financial statements and notes
for each of the three years ended December 31,
1994 (page 25).

2. Index to Financial Schedules
----------------------------

The following schedules for each of the three years ended
December 31, 1994, to the Financial Statements and Report of
Independent Accountants thereon is included on the indicated pages in
this Annual Report on Form 10-K:

(i) Schedule IX. Reserves (page 15).

(ii) Report of Independent Accountants on Financial
Statement Schedules (page 14).

All schedules other than those indicated above are omitted
because of the absence of the conditions under which they are required
or because the required information is set forth in the financial
statements and the accompanying notes thereto.

10
11

3. Exhibits
--------

The following exhibits required to be filed as part of this
Annual Report on Form 10-K have been included:

(3) Articles of incorporation and by-laws

(i) Restated Certificate of Incorporation dated March
9, 1984 filed as exhibit 3(i) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1984 (Commission File No. 0-255) and
incorporated herein by reference.

(ii) By-laws as amended through August 1, 1991 filed as
exhibit 6(a)(19) to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30,
1991 (Commission File No. 0-255) and incorporated
herein by reference.

(4)and(9) Instruments defining the rights of security
holders, including indentures and voting trust
agreements.

Voting Trust Agreement dated as of April 15,
1987, attached as Annex A to the Prospectus, dated
January 20, 1987, constituting a part of the
Registration Statement on Form S-13 (Registration
No. 2-57861) and incorporated herein by reference.

The Company hereby agrees to furnish to the
Commission upon request a copy of each instrument
omitted pursuant to Item 601(b)(4)(iii)(A) of
Regulation S-K.

(10) Material contracts.

(i) Management Incentive Plan, filed as Exhibit
4(a)(1) to the Annual Report on Form 10-K for the
year ended December 31, 1972 (Commission File No.
0-255), as amended by the Amendment effective
January 1, 1974, filed as Exhibit 13-c to the
Registration Statement on Form S-1 (Registration
No. 2-51832), the Amendment effective January 1,
1977, filed as Exhibit 13(d) to the Registration
Statement on Form S-1 (Registration No. 2-59744),
and the Amendment effective January 1, 1980, filed
as Exhibit 5(f) to the Registration Statement on
Form S-7 (Registration No. 2-68938) and
incorporated herein by reference.

(13) Annual Report to Shareholders for 1994 (except for
those portions which are expressly incorporated by
reference in this Annual Report on Form 10-K, this
exhibit is furnished for the information of the
Commission and is not deemed to be filed as part
of this Annual Report on Form 10-K).

(21) List of subsidiaries of the Company.

(b) Reports on Form 8-K:
--------------------

No reports on Form 8-K were filed during the last quarter of
the Company's fiscal year ended December 31, 1994.

11
12

SIGNATURES
----------

Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Company has duly caused this Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, as of the 27th day of March, 1995.

GRAYBAR ELECTRIC COMPANY, INC.

By /s/ E. A. McGrath
-----------------------------------------
(E. A. McGRATH, President)

Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Company, in the capacities
indicated, on March 27, 1995.

/s/ E. A. McGrath
- --------------------------------------- Director and President
(E. A. McGrath) (Principal Executive Officer
and Principal Financial
Officer)
/s/ J. R. Seaton
- --------------------------------------- Director, Vice President
(J. R. Seaton) and Comptroller (Principal
Accounting Officer)

/s/ J. R. Hade
- --------------------------------------- Director
(J. R. Hade)

/s/ C. L. Hall
- --------------------------------------- Director
(C. L. Hall)

/s/ R. H. Haney
- --------------------------------------- Director
(R. H. Haney)

/s/ G. W. Harper
- --------------------------------------- Director
(G. W. Harper)

/s/ R. L. Mygrant
- --------------------------------------- Director
(R. L. Mygrant)

/s/ R. D. Offenbacher
- --------------------------------------- Director
(R. D. Offenbacher)

12
13

/s/ I. Orloff
- --------------------------------------- Director
(I. Orloff)

/s/ R. A. Reynolds
- --------------------------------------- Director
(R. A. Reynolds)

/s/ A. A. Thompson
- --------------------------------------- Director
(A. A. Thompson)

/s/ G. S. Tulloch, Jr.
- --------------------------------------- Director
(G. S. Tulloch, Jr.)

/s/ J. F. Van Pelt
- --------------------------------------- Director
(J. F. Van Pelt)

/s/ J. W. Wolf
- --------------------------------------- Director
(J. W. Wolf)

13
14

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES

To The Board of Directors of
Graybar Electric Company, Inc.

Our audits of the consolidated financial statements referred to in our report
dated February 17, 1995 appearing on page 25 of the 1994 Annual Report to
Shareholders of Graybar Electric Company, Inc., (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the Financial Statement Schedule listed
in Item 14(a) of this Form 10-K. In our opinion, this Financial Statement
Schedule presents fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated
financial statements.

PRICE WATERHOUSE LLP

St. Louis, Missouri
February 17, 1995

-14-
15

GRAYBAR ELECTRIC COMPANY, INC. AND SUBSIDIARIES
-----------------------------------------------

SCHEDULE IX-RESERVES
--------------------

Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------

Balance at Additions Balance
Beginning Charged to at End
of Period Income Deductions of Period
--------- ---------- ---------- ---------

Description
-----------

FOR THE YEAR ENDED DECEMBER 31, 1994:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $ 3,497,000 $ 2,287,000 $ 1,983,000<F1> $ 3,801,000
Allowance for cash discounts 448,000 8,886,000 8,839,000<F2> 495,000
----------- ----------- ----------- -----------

Total $ 3,945,000 $11,173,000 $10,822,000 $ 4,296,000
=========== =========== =========== ===========

FOR THE YEAR ENDED DECEMBER 31, 1993:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $ 3,485,000 $ 2,061,000 $ 2,049,000<F1> $ 3,497,000
Allowance for cash discounts 464,000 8,290,000 8,306,000<F2> 448,000
----------- ----------- ----------- -----------

Total $ 3,949,000 $10,351,000 $10,355,000 $ 3,945,000
=========== =========== =========== ===========

FOR THE YEAR ENDED DECEMBER 31, 1992:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $ 3,433,000 $ 2,328,000 $ 2,276,000<F1> $ 3,485,000
Allowance for cash discounts 415,000 8,292,000 8,243,000<F2> 464,000
----------- ----------- ----------- -----------
Total $ 3,848,000 $10,620,000 $10,519,000 $ 3,949,000
=========== =========== =========== ===========

<FN>
<F1> Amount of trade receivables written off against the reserve provided.
<F2> Discounts allowed to customers.

15
16

INDEX TO EXHIBITS

INDEX TO EXHIBITS
-----------------

Exhibits
--------

(3) Articles of incorporation and by-laws.

(i) Restated Certificate of Incorporation dated March 9, 1984................<F*>

(ii) By-laws as amended through August 1, 1991................................<F*>

(4)and(9) Instruments defining the rights of security holders, including
indentures and voting trust agreements.

Voting Trust Agreement dated as of April 15, l987, attached as
Annex A to the Prospectus, dated January 20, 1987, constituting a part
of the Registration Statement on Form S-13 (Registration No. 2-57861)..........<F*>

(10) Material contracts.

(i) Management Incentive Plan, filed as Exhibit 4(a)(1) to the Annual
Report on Form 10-K for the year ended December 31, 1972 (Commission File
No. 0-255), as amended by the Amendment effective January 1, 1974, filed as
Exhibit 13-c to the Registration Statement on Form S-1 (Registration No. 2-
51832), the Amendment effective January 1, 1977, filed as Exhibit 13(d) to
the Registration Statement on Form S-1 (Registration No. 2-59744), and the
Amendment effective January 1, 1980, filed as Exhibit 5(f) to the
Registration Statement on Form S-7 (Registration No. 2-68938)..................<F*>

(13) Annual Report to Shareholders for 1994 (except for those portions which
are expressly incorporated by reference in this Annual Report on Form
10-K, this exhibit is furnished for the information of the Commission
and is not deemed to be filed as part of this Annual Report on Form 10-K)

(21) List of subsidiaries of the Company

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

<FN>
<F*>Incorporated by reference in this Annual Report on Form 10-K.