SALOMON INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
Dollars in millions, except per share amounts                                  Six months
- ------------------------------------------------------------------------------------------------
Period ended June 30,                                                       1997        1996
- ------------------------------------------------------------------------------------------------
Revenues from continuing operations:
                                                                               
   Interest and dividends                                               $     3,045  $    3,008
   Principal transactions                                                       927       1,235
   Investment banking                                                           441         432
   Commissions                                                                  199         165
   Other                                                                         27          22
- ------------------------------------------------------------------------------------------------
    Total revenues                                                            4,639       4,862
    Interest expense                                                          2,527       2,401
- ------------------------------------------------------------------------------------------------
 Revenues, net of interest expense                                            2,112       2,461
- ------------------------------------------------------------------------------------------------
Noninterest expenses:
   Compensation and employee-related                                          1,111       1,096
   Technology                                                                   115          96
   Professional services and business development                                90          92
   Occupancy                                                                     82          85
   Clearing and exchange fees                                                    40          34
   Other                                                                         45          45
- ------------------------------------------------------------------------------------------------
Total noninterest expenses                                                    1,483       1,448
- ------------------------------------------------------------------------------------------------
Income from continuing operations before income taxes                           629       1,013
Income tax expense                                                              236         405
- ------------------------------------------------------------------------------------------------
Income from continuing operations                                               393         608
Loss from discontinued operations, net of taxes                                   -         (41)
- ------------------------------------------------------------------------------------------------
Net income                                                              $       393  $      567
================================================================================================
Earnings available for fully diluted earnings per common share
   from continuing operations                                           $       378  $      593
================================================================================================
Per common share:
 Primary earnings from continuing operations                            $      3.34  $     5.41
 Primary earnings                                                              3.34        5.02
 Fully diluted earnings from continuing operations*                            3.14        4.89
 Fully diluted earnings*                                                       3.14        4.55
 Cash dividends                                                                0.32        0.32
================================================================================================

Weighted average shares of common stock outstanding (in thousands):
For primary earnings per common share                                       108,800     106,000
For fully diluted earnings per common share                                 120,300     121,200
================================================================================================

<FN>
The accompanying Notes to Unaudited Condensed  Consolidated Financial Statements
and the Unaudited  Consolidated  Summary of Options and Contractual  Commitments
are integral parts of this statement.

* Assumes  conversion  of  redeemable  preferred  stock  unless such  assumption
results in higher earnings per share than determined under the primary method.
</FN>



                                       1




SALOMON INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(unaudited)

Dollars in millions
- -----------------------------------------------------------------------------------------------
ASSETS                                                                June 30, 1997            
- -----------------------------------------------------------------------------------------------
                                                                                      
Cash and interest bearing equivalents                                              $      2,081

Financial instruments and contractual commitments:
     Government and government agency securities - U.S.             $      53,364              
     Government and government agency securities - non-U.S.                43,407              
     Corporate debt securities                                             14,235              
     Equity securities                                                      7,851              
     Options and contractual commitments                                    7,145              
     Mortgage loans and collateralized mortgage securities                  3,234              
     Other                                                                  3,612              
                                                                     ------------              
                                                                                        132,848

Commodities and related products and instruments:
     Physical commodities inventory                                         1,366              
     Options and contractual commitments                                      167              
                                                                     ------------              
                                                                                          1,533

Collateralized short-term financing agreements:
     Securities purchased under agreements to resell                       62,547              
     Securities borrowed and other                                         28,773              
                                                                     ------------              
                                                                                         91,320

Receivables                                                                               6,638

Assets securing collateralized mortgage obligations                                         337

Property, plant and equipment, net                                                          505

Net realizable value of discontinued operations (Note 3)                                      -

Other assets, including intangibles                                                         691
- -----------------------------------------------------------------------------------------------
      Total assets                                                                 $    235,953
===============================================================================================

<FN>
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements
and the Unaudited Consolidated Summary of Options and Contractual Commitments
are integral parts of this statement.
</FN>



                                       2





SALOMON INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(unaudited)


Dollars in millions
- -----------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY                                        June 30, 1997            
- -----------------------------------------------------------------------------------------------------
                                                                                            
Collateralized short-term financing agreements:
     Securities sold under agreements to repurchase                       $     105,999              
     Securities loaned                                                            2,815              
                                                                            ------------             
                                                                                         $    108,814
Short-term borrowings                                                                           8,036

Financial and  commodities-related  instruments  sold,
  not yet  purchased,  and contractual commitments:
     Government and government agency securities - U.S.                          31,857              
     Government and government agency securities - non-U.S.                      36,126              
     Financial options and contractual commitments                               10,037              
     Equity securities                                                            7,027              
     Corporate debt securities and other                                          1,834              
     Commodities, including options and contractual commitments                     177              
                                                                            ------------             
                                                                                               87,058

Payables and accrued liabilities                                                                9,785
Collateralized mortgage obligations                                                               327
Term debt                                                                                      16,080
                                                                                          -----------
     Total liabilities                                                                        230,100

Commitments and contingencies (Note 4)
Redeemable preferred stock, Series A                                                              420
Guaranteed preferred beneficial interests in Company subordinated
  debt securities (Note 5)                                                                        345
Stockholders' equity:
     Preferred stock, Series D and E                                                450              
     Common stock                                                                   159              
     Additional paid-in capital                                                     438              
     Retained earnings                                                            5,811              
     Cumulative translation adjustments                                              (1)             
     Common stock held in treasury, at cost                                      (1,769)             
                                                                            ------------             
           Total stockholders' equity                                                           5,088
- -----------------------------------------------------------------------------------------------------
     Total liabilities and stockholders' equity                                          $    235,953
=====================================================================================================

<FN>
The accompanying Notes to Unaudited Condensed  Consolidated Financial Statements
and the Unaudited  Consolidated  Summary of Options and Contractual  Commitments
are integral parts of this statement.

</FN>



                                       3








SALOMON INC AND SUBSIDIARIES
CONSOLIDATED SUMMARY OF OPTIONS AND CONTRACTUAL COMMITMENTS
(unaudited)
                                                                  June 30, 1997                         December 31, 1996

                                                       ------------------------------------    ------------------------------------
                                                                      Current Market or                        Current Market or
                                                         Notional        Fair Value              Notional         Fair Value
                                                                   ------------------------                ------------------------
Dollars in billions                                       Amounts      Assets   Liabilities       Amounts     Assets   Liabilities
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Exchange-issued products:
   Futures contracts (a)                               $  567.5       $    -       $    -      $  525.3      $    -        $    -
   Other exchange-issued products:
     Equity contracts                                      15.1           .2           .5          12.9          .1            .2
     Fixed income contracts                                89.4            -            -          59.0           -             -
     Foreign exchange contracts                              .1            -            -             -           -             -
     Commodities-related contracts                          4.0            -            -           4.9           -             -
- -----------------------------------------------------------------------------------------------------------------------------------
Total exchange-issued products                            676.1           .2           .5         602.1          .1            .2
- -----------------------------------------------------------------------------------------------------------------------------------
Over-the-counter ("OTC") swaps, swap options,
  caps and floors:
   Swaps (b)                                            1,057.2                                   852.4
   Swap options written                                    15.5                                     9.7
   Swap options purchased                                  30.8                                    23.3
   Caps and floors                                        137.6                                   114.4
- -----------------------------------------------------------------------------------------------------------------------------------
Total OTC swaps, swap options, caps and floors          1,241.1          3.7          6.2         999.8         4.2           6.5
- -----------------------------------------------------------------------------------------------------------------------------------
OTC foreign exchange contracts and options:
   Forward currency contracts (b)                          82.3           .6           .4          68.3          .5            .5
   Options written                                         26.8            -           .3          31.6           -            .2
   Options purchased                                       29.9           .5            -          32.9          .4             -
- -----------------------------------------------------------------------------------------------------------------------------------
Total OTC foreign exchange contracts and options          139.0          1.1           .7         132.8          .9            .7
- -----------------------------------------------------------------------------------------------------------------------------------
Other options and contractual commitments:
   Options, warrants and forwards on equities
    and equity indices (c)                                 57.0          1.8          2.5          45.6         1.1           1.8
   Options and forward contracts on fixed-income
    securities (c)                                        244.6           .3           .1         179.0          .3            .2
   Commodities-related contracts (d)                       16.5           .2           .2          22.0          .3            .3
- -----------------------------------------------------------------------------------------------------------------------------------
Total                                                  $2,374.3       $  7.3       $ 10.2      $1,981.3      $  6.9        $  9.7
- -----------------------------------------------------------------------------------------------------------------------------------

<FN>
 (a) Margin on futures  contracts is included in  receivables or payables on the
     Condensed Consolidated Statement of Financial Condition.
 (b) Includes  notional values of swap agreements or forward currency  contracts
     for non-trading  activities  (primarily related to the Company's fixed-rate
     long-term  debt,  TRUPS  and  preferred  stock) of $18.9  billion  and $1.7
     billion at June 30, 1997 and $15.5 billion and $1.3 billion at December 31,
     1996, respectively.
 (c) The  fair  value  of  such   instruments   recorded   as  assets   includes
     approximately $1.0 billion at June 30, 1997 and $.6 billion at December 31,
     1996,  respectively,  of  over-the-counter   instruments,   primarily  with
     investment grade counterparties. The remainder consists primarily of highly
     liquid instruments actively traded on organized exchanges.
 (d) A  substantial  majority  of  these  over-the-counter  contracts  are  with
     investment grade counterparties.
</FN>



                                       4






CONSOLIDATED  CREDIT  EXPOSURE,  NET OF  SECURITIES  AND CASH  COLLATERAL ON OTC
SWAPS,  SWAP  OPTIONS,  CAPS AND FLOORS AND OTC FOREIGN  EXCHANGE  CONTRACTS AND
OPTIONS,  BY RISK CLASS*
Note:  Amounts  represent  current  exposure and do not include  potential
credit  exposure that may result from factors that influence market risk.
                                                                                                                     Transactions
                                                                                                                       with over
Dollars in billions                                            All Transactions                                       3 years to
                                                                                                                       maturity
- ----------------------------------------------------------------------------------------------------------------------------------
                              Other Major
                              Derivatives             Financial     Governments/                          Year-to-date
June 30, 1997                  Dealers     Corporates Institutions Supranationals    Other     Total       Average       Total
- --------------------------------------------------------------------------------------------------------------------- ------------
Swaps, swap options, caps
 and floors:
                                                                                                 
   Risk classes 1 and 2          $   .4      $    -     $   .5       $    -        $    -     $   .9         $   1.0     $    .8
   Risk class 3                      .7          .2         .1            -            .1        1.1             1.1          .6
   Risk classes 4 and 5              .3          .1         .2            -            .1         .7              .7          .4
   Risk classes 6, 7 and 8            -           -          -            -             -          -               -           -
                             ------------ ---------- ----------- ------------- ----------- ---------- --------------- ------------
                                 $  1.4      $   .3     $   .8       $    -        $   .2     $  2.7         $   2.8     $   1.8
                             ------------ ---------- ----------- ------------- ----------- ---------- --------------- ------------
Foreign exchange contracts
 and options:
   Risk classes 1 and 2          $   .5      $    -     $    -       $   .1        $    -     $   .6         $    .8     $     -
   Risk class 3                      .3           -         .1            -             -         .4              .3           -
   Risk classes 4 and 5              .1           -          -            -             -         .1              .1           -
                             ------------ ---------- ----------- ------------- ----------- ---------- --------------- ------------
                                 $   .9      $    -     $   .1       $   .1        $    -     $  1.1         $   1.2     $     -
                             ------------ ---------- ----------- ------------- ----------- ---------- --------------- ------------
<FN>
*  To monitor  credit  risk,  the  Company  utilizes a series of eight  internal
   designations of counterparty credit quality. These designations are analogous
   to external  credit  ratings  whereby risk classes one through three are high
   quality investment grades. Risk classes four and five include  counterparties
   ranging from the lowest investment grade to the highest  non-investment grade
   level.   Risk   classes   six,   seven  and  eight   represent   higher  risk
   counterparties.
</FN>



                                       5





SALOMON INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Dollars in millions
- ----------------------------------------------------------------------------------------------------------------------
Six months ended June 30,                                                                   1997                 1996
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                    
Cash flows from operating activities:
Net income adjusted for noncash and non-operating activities -
   Net income                                                                        $       393          $       567
   Depreciation, amortization and other                                                       42                   57
- ----------------------------------------------------------------------------------------------------------------------
   Cash items included in net income                                                         435                  624
- ----------------------------------------------------------------------------------------------------------------------
 Net (increase) decrease in operating assets -
   Financial instruments and contractual commitments                                     (20,362)              11,422
   Commodities and related products and instruments                                         (223)                 292
   Collateralized short-term financing agreements                                        (18,622)              (6,234)
   Receivables                                                                            (1,535)                (157)
   Other                                                                                     (71)                 (72)
- ----------------------------------------------------------------------------------------------------------------------
Net (increase) decrease in operating assets                                              (40,813)               5,251
- ----------------------------------------------------------------------------------------------------------------------
Increase (decrease) in operating liabilities -
   Collateralized short-term financing agreements                                         29,687              (16,448)
   Short-term borrowings                                                                   1,219               (3,014)
   Financial and commodities-related instruments sold,
      not yet purchased, and contractual commitments                                       3,551               14,175
   Payables and accrued liabilities                                                        3,733               (1,011)
- ----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in operating liabilities                                          38,190               (6,298)
- ----------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                                     (2,188)                (423)
- ----------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
   Issuance of term debt                                                                   4,055                2,621
   Issuance of preferred stock, Series E                                                       -                  250
   Employee stock purchase and option plans                                                    5                    -
   Term debt maturities and repurchases                                                   (1,192)              (1,969)
   Collateralized mortgage obligations                                                       (63)                (284)
   Purchase of common stock for treasury                                                    (103)                 (49)
   Dividends on common stock                                                                 (34)                 (34)
   Dividends on preferred stock*                                                             (30)                 (35)
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                                  2,638                  500
- ----------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
   Assets securing collateralized mortgage obligations                                        63                  351
   Proceeds from sale of Basis Petroleum                                                     365                    -
   Property, plant and equipment                                                             (27)                 (69)
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by investing activities                                                    401                  282
- ----------------------------------------------------------------------------------------------------------------------
Net increase in cash and interest bearing equivalents                                        851                  359
Cash and interest bearing equivalents at January 1,                                        1,230                1,454
- ----------------------------------------------------------------------------------------------------------------------
Cash and interest bearing equivalents at June 30,                                    $     2,081          $     1,813
======================================================================================================================
<FN>
The accompanying Notes to Unaudited Condensed  Consolidated Financial Statements
and the Unaudited  Consolidated  Summary of Options and Contractual  Commitments
are integral parts of this statement.

* For the six months ended June 30, 1997 and 1996,  dividends on preferred stock
  were reduced by the aftertax  impact ( $8 million and $12 million) of interest
  rate swaps that effectively convert the Company's fixed-rate obligations to
   variable-rate obligations.
</FN>



                                       6


                          Salomon Inc and Subsidiaries
            Notes to Unaudited Condensed Consolidated Financial Statements
                                 June 30, 1997

1.       Basis of Presentation

         The Unaudited Condensed  Consolidated Financial Statements are prepared
         in accordance with generally accepted accounting principles in the U.S.
         and  prevailing  industry  practice,  both of which  require the use of
         management's best judgment and estimates. Estimates, including the fair
         value of financial  instruments,  may vary from actual results.  In the
         opinion of management,  the statements of income,  financial  condition
         and cash flows include all normal recurring adjustments necessary for a
         fair presentation for the periods presented.  Certain reclassifications
         have been made from  amounts  previously  reported  to  conform  to the
         current  year  presentation.   The  Unaudited  Condensed   Consolidated
         Financial  Statements  include  the  accounts  of  Salomon  Inc and all
         majority-owned  subsidiaries  (collectively,  the "Company"),  with the
         exception of Basis  Petroleum,  Inc.  ("Basis"),  which is presented as
         discontinued operations as discussed in Note 3. The Unaudited Condensed
         Consolidated  Financial  Statements  should be read in conjunction with
         the Audited Consolidated Financial Statements included in the Company's
         Annual Report on Form 10-K for the year ended December 31, 1996.

2.       Accounting Policies

         Derivatives Used for Trading Purposes
         Derivative  instruments  ("derivatives"  or "contractual  commitments")
         used for trading  purposes  are carried on the balance  sheet at either
         market  value or, when market  prices are not readily  available,  fair
         value,  with  changes  in  value  recognized   currently  in  earnings.
         Contractual commitments used for trading purposes include interest rate
         swap  agreements,  swap options,  caps and floors,  options,  warrants,
         futures and forward  contracts  as well as  commodity  swaps,  options,
         futures  and  forward  contracts.  Contractual  commitments  in  a  net
         receivable  position,  as well as options owned and warrants  held, are
         reported as assets in "Options and contractual commitments." Similarly,
         contractual  commitments in a net payable position,  as well as options
         written and warrants issued,  are reported as liabilities in "Financial
         options and contractual commitments" or "Commodities, including options
         and contractual commitments." This category also includes the Company's
         long-term obligations that have principal repayments directly linked to
         equity  securities of unaffiliated  issuers for which the Company holds
         in inventory a note exchangeable for the same equity securities. Margin
         on futures  contracts is included in  "Receivables"  and  "Payables and
         accrued  liabilities."  The market values (unrealized gains and losses)
         associated   with   contractual   commitments   are   reported  net  by
         counterparty,  provided a legally  enforceable master netting agreement
         exists, and are netted across products and against cash collateral when
         such  provisions are stated in the master netting  agreement.  Revenues
         generated from  derivative  instruments  used for trading  purposes are
         reported as "Principal  transactions"  and include  realized  gains and
         losses as well as unrealized gains and losses resulting from changes in
         the market or fair value of such instruments.

         Derivatives Used for Non-Trading Purposes
         Non-trading  derivative instruments which are designated as hedges must
         be effective at reducing the risk  associated  with the exposure  being
         hedged  and  must be  designated  as a hedge  at the  inception  of the
         derivative contract.  Accordingly,  changes in the market or fair value
         of the derivative  instrument must be highly correlated with changes in
         the market or fair value of the  underlying  hedged  item.  The Company
         monitors the effectiveness of its hedges by periodically  comparing the
         change in value of the derivative  instrument  with the change in value
         of the underlying hedged item.  Contractual  commitments used as hedges
         include interest rate swaps,  cross currency swaps and forward currency
         contracts.


                                       7


         Interest rate swaps,  including cross currency  swaps,  are utilized to
         effectively  convert  the  Company's  fixed  rate  preferred  stock and
         guaranteed  preferred beneficial interests in Company subordinated debt
         securities  ("TRUPS"),  a portion of its short-term  borrowings and the
         majority  of its fixed  rate term debt to  variable  rate  instruments.
         These swaps are recorded  "off-balance sheet," with accrued inflows and
         outflows reflected as adjustments to interest expense and/or dividends,
         as  appropriate.  Adjustments to preferred stock dividends are recorded
         on an  after  tax  basis.  Upon  early  termination  of  an  underlying
         hedged instrument,  the  derivative  is accounted for at market or fair
         value.  The impact of  recording  the  market or fair  value of the
         derivative instrument  "on-balance  sheet" is recognized  immediately
         in earnings.  Changes in market or fair value of such instruments,  or
         realized gains or losses resulting  from the  termination  of such
         instruments,  are recognized currently in earnings.

         The Company utilizes  forward currency  contracts to hedge a portion of
         the currency  exchange rate exposure  relating to non-U.S.  dollar term
         debt issued by Salomon Inc (Parent Company).  The impact of translating
         the  forward  currency  contracts  and the related  debt to  prevailing
         exchange  rates is recognized  currently in earnings.  The Company also
         utilizes  forward  currency  contracts to hedge certain  investments in
         subsidiaries with functional currencies other than the U.S. dollar. The
         impact of marking open  contracts to prevailing  exchange rates and the
         impact of realized gains or losses on maturing  contracts,  both net of
         the related  tax  effects,  are  included  in  "Cumulative  translation
         adjustments"  in  Stockholders'  equity as is the impact of translating
         the investments being hedged.  Upon the disposition of an investment in
         a subsidiary  with a functional  currency  other than the U.S.  dollar,
         accumulated  gains  or  losses   previously   included  in  "Cumulative
         translation adjustments" are recognized immediately in earnings.

         Derivative  instruments  that do not meet the criteria to be designated
         as a hedge are  considered  trading  derivatives  and are  recorded  at
         market or fair value.


3.       Discontinued Operations

         On  May  1,  1997,  the  Company  completed  the  sale  of  all  of the
         outstanding stock of Basis Petroleum, Inc. to Valero Energy Corporation
         ("Valero").  Upon closing,  the Company  received cash proceeds of $365
         million and Valero common stock with a market value of $120 million. In
         July 1997,  the Company paid Valero $3 million in  connection  with the
         final  determination  of working capital.  In addition,  the Company is
         entitled to participation payments based on a fixed notional throughput
         and the difference,  if any, between an average market crackspread,  as
         defined, and a base crackspread,  as defined, over each of the next ten
         years,   but  subject  to  the   limitation   that  the  total  of  the
         participation payments is capped at $200 million, with a maximum of $35
         million per year.  Basis is classified as a  discontinued  operation in
         the Company's Condensed Consolidated Financial Statements.

4.       Commitments and Contingencies

         Outstanding  legal  matters  are  discussed  in Note 17 to the  Audited
         Consolidated  Financial  Statements  included in the  Company's  Annual
         Report on Form 10-K for the year ended December 31, 1996. Management of
         the Company,  after  consultation with outside legal counsel,  believes
         that the ultimate  resolution of legal  proceedings  and  environmental
         matters (taking into consideration applicable reserves) will not have a
         material adverse effect on the Company's financial condition;  however,
         there could be a material adverse impact on operating results in future
         periods  depending in part on the results for such periods.  Additional
         information  on  legal  proceedings  is  included  in  "Item  1.  Legal
         Proceedings."


                                       8


         The Company's  ongoing process of upgrading its financial and operating
         systems is focused on:  supporting  the  multi-entity,  multi-currency,
         multi-time  zone  aspects of its  businesses;  improving  control  over
         complex,    cross-entity   transactions;    facilitating   standardized
         technology  platforms,   operating   procedures,   and  fungibility  of
         resources   around   the   world;    eliminating   redundant   regional
         applications;  reducing  future  technology and operations  costs;  and
         efficiently  meeting market and regulatory  changes.  Additionally,  in
         order to  adapt  systems  for Year  2000  processing  and the  European
         Monetary Union, the Company anticipates  incurring $100 million to $150
         million in additional expenses through the Year 2000.

5.       Guaranteed preferred beneficial interests in Company subordinated debt
         securities

         The Company has $345 million,  or 13,800,000 TRUPS units,  outstanding.
         Each TRUPS  unit  includes a 9 1/4%  mandatorily  redeemable  preferred
         security  of the SI  Financing  Trust I (the  "Trust")  and a  purchase
         contract which requires the holder to purchase,  in 2021 (or earlier if
         the Company elects to accelerate the  contract),  one depositary  share
         representing  a  one-twentieth  interest in a share of Salomon  Inc's 9
         1/2%  Cumulative  Preferred  Stock,  Series  F. The  Trust,  which is a
         wholly-owned  subsidiary of the Company,  was  established for the sole
         purpose  of  issuing  the  9  1/4%  preferred   securities  and  common
         securities  and  investing  the  proceeds  in  $356  million  aggregate
         principal  amount  of 9 1/4%  subordinated  debt  securities  issued by
         Salomon Inc due June 30, 2026.


6.       Net Capital

         Certain U.S. and non-U.S.  subsidiaries  are subject to securities and
         commodities  regulations and capital adequacy requirements  promulgated
         by the regulatory  and exchange  authorities of the countries in which
         they operate.  The Company's principal regulated subsidiaries are
         discussed below.

         Salomon Brothers Inc ("SBI") is registered as a broker-dealer  with the
         U.S.  Securities and Exchange  Commission ("SEC") and is subject to the
         SEC's  Uniform  Net Capital  Rule,  Rule  15c3-1,  which  requires  net
         capital,  as defined under the alternative method, of not less than the
         greater  of  2%  of  aggregate   debit  items   arising  from  customer
         transactions,  as defined, or 4% of funds required to be segregated for
         customers'  regulated  commodity  accounts,  as defined.  Although  net
         capital,  aggregate  debit items and funds  required  to be  segregated
         change  from day to day, at June 30,  1997,  SBI's net capital was $1.0
         billion, $938 million in excess of regulatory requirements.

         Salomon  Brothers  International  Limited  ("SBIL")  is  authorized  to
         conduct investment business in the United Kingdom by the Securities and
         Futures Authority ("SFA") in accordance with the Financial Services Act
         1986.  The SFA requires SBIL to have  available at all times  financial
         resources, as defined,  sufficient to demonstrate continuing compliance
         with its rules. At June 30, 1997, SBIL's financial  resources were $483
         million in excess of regulatory requirements.

         Salomon Brothers Asia Limited ("SBAL") and Salomon Brothers AG ("SBAG")
         are also subject to  requirements to maintain  specified  levels of net
         capital or its  equivalent.  At June 30,  1997,  SBAL's net capital was
         $305 million above the minimum required by Japan's Ministry of Finance.
         SBAG's  net  capital  was $1  million  above the  minimum  required  by
         Germany's Banking Supervisory Authority.

         In addition,  in order to maintain its triple-A rating,  Salomon Swapco
         Inc  ("Swapco")  must maintain  minimum levels of capital in accordance
         with agreements with its rating agencies. At June 30, 1997,


                                       9


         Swapco was in compliance  with all such  agreements.  Swapco's  capital
         requirements  are dynamic,  varying with the size and  concentration of
         its counterparty receivables.


7.       Summary of Revenues from Continuing Operations

The following tables present revenues, net of interest expense for the six
months ended June 30, 1997 and 1996.



Six Months Ended June 30, 1997
                                                      Principal
                                                   Transactions
                                                          & Net
                                                   Interest and      Investment
(Dollars in millions)                                 Dividends         Banking     Commissions          Other             Total
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Fixed income sales and trading                    $       1,046   $           -   $           5   $          -   $         1,051
Equity sales and trading                                    278               -             194              -               472
Global investment banking                                     -             441               -              -               441
Commodities trading                                         116               -               -              -               116
Asset management                                              8               -               -             29                37
Other                                                        (3)              -               -             (2)               (5)
- ----------------------------------------------------------------------------------------------------------------------------------
Total revenues, net of interest expense           $       1,445   $         441   $         199   $         27   $         2,112
==================================================================================================================================




Six Months Ended June 30, 1996
                                                      Principal
                                                   Transactions
                                                          & Net
                                                   Interest and      Investment
(Dollars in millions)                                 Dividends         Banking     Commissions          Other             Total
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Fixed income sales and trading                    $       1,430   $           -   $           8   $          -   $         1,438
Equity sales and trading                                    175               -             157              -               332
Global investment banking                                     -             432               -              -               432
Commodities trading                                         217               -               -              -               217
Asset management                                              1               -               -             22                23
Other                                                        19               -               -              -                19
- ----------------------------------------------------------------------------------------------------------------------------------
Total revenues, net of interest expense           $       1,842   $         432   $         165   $         22   $         2,461
==================================================================================================================================



8.       Impact of New Accounting Standards

         In June 1997, the Financial  Accounting Standards Board issued SFAS No.
         130, "Reporting  Comprehensive  Income" and SFAS No. 131,  "Disclosures
         about Segments of an Enterprise and Related  Information."  The Company
         is currently assessing these statements, which are effective for fiscal
         years  beginning  after December 15, 1997 and establish  standards for
         the  reporting  and  display of  comprehensive  income  and  disclosure
         related to segments.


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