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File No. 69-298
FORM U-3A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Statement by Holding Company Claiming Exemption
Under Rule U-2 from the Provisions of the
Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
THE UNITED ILLUMINATING COMPANY
-------------------------------
(Name of company)
hereby files with the Securities and Exchange Commission,
pursuant to Rule U-2, its statement claiming exemption as a
holding company from the provisions of the Public Utility Holding
Company Act of 1935. In support of such claim for exemption the
following information is submitted:
1. Name, State of organization, location and nature of
business of claimant and every subsidiary thereof, other than any
exempt wholesale generator (EWG) or foreign utility company in
which claimant is directly or indirectly holds an interest:
THE UNITED ILLUMINATING COMPANY (the Company or UI) is
an operating electric public utility company, incorporated
under the laws of the State of Connecticut in 1899. It is
engaged principally in the production, purchase,
transmission, distribution and sale of electricity for
residential, commercial and industrial purposes in a service
area of about 335 square miles in the southwestern part of
the State of Connecticut.
UI has a wholly-owned subsidiary, incorporated under
Delaware law in 1984, named BRIDGEPORT ELECTRIC COMPANY
("Bridgeport Electric"). Bridgeport Electric owns an
electric generating unit in Bridgeport, Connecticut, known
as Bridgeport Harbor Station Unit 3, which it has leased to
UI for a period commencing December 1, 1984 and terminating
February 15, 1999. Bridgeport Electric has no other
properties or business.
UI has a wholly-owned subsidiary, incorporated under
Connecticut law in 1988, named RESEARCH CENTER, INC.
Research Center, Inc. has no properties or any significant
assets. It has been formed to participate in the
development of one or more power production ventures,
including possible participation in arrangements for the
future development of independent power production and
cogeneration facilities.
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UI has a wholly-owned subsidiary, incorporated under
Connecticut law in 1990, named UNITED ENERGY INTERNATIONAL,
INC. United Energy International, Inc. has no properties or
any significant assets.
UI has a wholly-owned subsidiary, incorporated under
Connecticut law in 1968, named UNITED RESOURCES, INC.
United Resources, Inc.'s only significant assets consist of
the shares of stock of its subsidiaries, Souwestcon
Properties, Inc., Thermal Energies, Inc., Precision Power,
Inc., American Payment Systems, Inc. and Ventana Corporation
(see below). United Resources, Inc. serves as the parent
corporation for UI's nonutility businesses, each of which is
separately incorporated to participate in the business
ventures which will complement and enhance UI's electric
utility business.
United Resources, Inc. has a wholly-owned subsidiary,
incorporated under Connecticut law in 1988, named SOUWESTCON
PROPERTIES, INC. Souwestcon Properties, Inc. is
participating as a 25% partner in a medical hotel facility
in New Haven.
United Resources, Inc. has a wholly-owned subsidiary,
incorporated under Connecticut law in 1988, named THERMAL
ENERGIES, INC. Thermal Energies, Inc. is participating in
the development of district heating and cooling water
facilities in the downtown New Haven area, including
ownership of the energy center for an office tower and
participation as a 37% partner in the energy center for a
new city hall and office tower complex.
United Resources, Inc. has a wholly-owned subsidiary,
incorporated under Connecticut law in 1988, named PRECISION
POWER, INC. Precision Power, Inc. has no properties or any
significant assets. It provides power-related equipment and
services to the owners of commercial buildings and
industrial facilities.
United Resources, Inc. has a wholly-owned subsidiary,
incorporated under Connecticut law in 1990, named AMERICAN
PAYMENT SYSTEMS, INC. American Payment Systems, Inc. has no
properties or any significant assets. It manages agents and
equipment for electronic data processing of bill payments
made by customers of utilities, including UI, at
neighborhood businesses.
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United Resources, Inc., has an 82% ownership interest in
a company, incorporated under Connecticut law in 1981, named
VENTANA CORPORATION. Ventana Corporation has no properties
or any significant assets. It offers energy conservation
engineering and project management services to governmental
and private institutions.
2. A brief description of the properties of claimant and
each of its subsidiary public utility companies used for the
generation, transmission, and distribution of electric energy for
sale, or for the production, transmission, and distribution of
natural or manufactured gas, indicating the location of principal
generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution
facilities, including all such properties which are outside the
State in which claimant and its subsidiaries are organized and
all transmission or pipelines which deliver or receive electric
energy or gas at the borders of such State:
As of December 31, 1993, the properties of UI used for
the generation, transmission and distribution of electricity
for sale are as follows:
<TABLE>
<CAPTION>
Net
Capability
Station (Kilowatts)
------- -----------
<S> <C>
Bridgeport Harbor Station
Units 1, 2 and 4
Bridgeport, Conn. 269,100 (1)
New Haven Harbor Station
New Haven, Conn. 418,860 (2)
Connecticut Yankee Unit
Haddam, Conn. 53,210 (3)
Millstone Unit 3
Waterford, Conn. 41,890 (4)
Seabrook Unit 1
Seabrook, New Hampshire 201,250 (5)
-------
Total 984,310
=======
</TABLE>
(1) Four generating units are situated at Bridgeport Harbor
Station. Unit 1, Unit 2 and Unit 4 are owned by UI and
have an aggregate net capability of 269,100 kilowatts.
Unit 3 is owned by Bridgeport Electric (see below).
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(2) UI's 93.705% ownership share of total net capability,
including 25,000 kilowatts sold to another utility for
a 10-year period commencing October 1, 1986 and 25,000
kilowatts involved in a capacity exchange with another
utility for a 6.5 year period commencing May 1, 1993.
This station is jointly owned by UI (93.705%),
Fitchburg Gas and Electric Light Company (4.5%) and the
electric departments of three Massachusetts
municipalities (1.795%).
(3) Represents UI's 9.5% entitlement in the unit, which is
derived from UI's ownership of 9.5% of the common stock
of the owner of the unit, Connecticut Yankee Atomic
Power Company.
(4) Represents UI's 3.685% ownership interest in the unit.
(5) Represents UI's 17.5% ownership interest in the unit.
In August 1990, UI sold to and leased back from an
owner trust established for the benefit of an
institutional investor a portion of UI's 17.5%
ownership interest in this unit. This portion of the
unit is subject to the lien of a first mortgage granted
by the owner trustee.
The Company, in cooperation with other privately and
publicly owned New England electric utilities, established the
New England Power Pool (NEPOOL) in 1971. Substantially all
operation, dispatching, and coordination of planning of electric
generating capacity for New England is done on a regional basis
under NEPOOL. A central dispatching agency of NEPOOL, designated
NEPEX, directs the operation and schedules the maintenance of the
generating and transmission facilities of participating utilities
and provides for coordination with other power pools and
utilities.
The transmission lines of the Company consist of
approximately 95 circuit miles of overhead lines and
approximately 17 circuit miles of underground lines, all operated
at 345 KV or 115 KV and located in Connecticut within or
immediately adjacent to the territory served by the Company.
These transmission lines interconnect the Company's English,
Bridgeport Harbor and New Haven Harbor generating stations and
are part of the New England transmission grid through connections
with the transmission lines of The Connecticut Light and Power
Company.
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The Company owns and operates 23 bulk electric supply
substations with a capacity of 2,547,000 KVA and 50 distribution
substations with a capacity of 288,750 KVA, all of which are
located in Connecticut. The Company owns approximately 3,100
pole-line miles of overhead distribution lines and 130 conduit-
bank miles of underground distribution lines, all of which are
located in Connecticut.
UI contributes to the financial support of certain 345 KV
transmission facilities in Connecticut which are a part of the
New England transmission grid and, in connection with its
participation in the ownership of Seabrook Unit 1 and Millstone
Unit 3, is contributing to the financial support of certain
additional transmission facilities within and outside of
Connecticut required by these generating units.
UI is a participant in the Hydro-Quebec transmission
intertie facility linking New England and Quebec, Canada. In
addition to capacity exchange and energy banking transactions,
the project's 450 KV transmission line facilities, which have a
maximum capacity of 2000 megawatts, are being used for the
delivery to New England of 7 million megawatt-hours of energy per
year pursuant to a ten-year firm energy contract that became
effective on July 1, 1991. UI's participating shares of the
benefits and costs of Phase I and Phase II of this project are
5.75% and 5.45%, respectively, and UI contributes to the
financial support of the facility in proportion to its
participating shares therein.
UI is not engaged in the production, transmission or
distribution of natural or manufactured gas and owns no
properties relating to such activities.
As of December 31, 1993, the only property owned by
Bridgeport Electric is Bridgeport Harbor Station Unit 3, located
in Bridgeport, Connecticut, which is an electric generating unit
having a net capability of 385,000 kilowatts. Bridgeport
Electric has leased this generating unit to UI. Bridgeport
Electric is not engaged in the production, transmission or
distribution of electric energy or natural or manufactured gas.
Research Center, Inc. owns no property or any significant
assets.
United Energy International, Inc. owns no property or any
significant assets.
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United Resources, Inc. owns no property or any significant
assets except the shares of stock of Souwestcon Properties, Inc.,
Thermal Energies, Inc., Precision Power, Inc., American Payment
Systems, Inc., and Ventana Corporation.
Souwestcon Properties, Inc.'s only property and assets is
its 25% partnership interest in a partnership which owns a
medical hotel facility in New Haven.
Thermal Energies, Inc.'s only properties and assets are (i)
a $1.6 million heating and cooling water energy center in an
office tower in New Haven, and (ii) a 37% partnership interest in
a partnership which has constructed a $4 million district heating
and cooling water energy center for a new city hall and office
tower complex.
Precision Power, Inc. owns no property or any significant
assets.
American Payment Systems, Inc. owns no property or any
significant assets.
Ventana Corporation owns no property or any significant
assets.
3. The following information for the last calendar year with
respect to claimant and each of its subsidiary public utility
companies:
(a) Number of kwh. of electric energy sold (in
thousands) (at retail or wholesale), and Mcf. of natural or
manufactured gas distributed at retail.
UI sold approximately 7,130,076,000 kwh. of electric
energy in 1993. UI is not engaged in the sale or
distribution of natural or manufactured gas.
Bridgeport Electric is not engaged in the sale or
distribution of electric energy or natural or
manufactured gas.
(b) Number of kwh. of electric energy and Mcf. of
natural or manufactured gas distributed at retail outside
the State in which each such company is organized.
None.
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(c) Number of kwh. of electric energy and Mcf. of
natural or manufactured gas sold at wholesale outside the
State in which each such company is organized, or at the
State line.
UI sold electric energy at wholesale through its
participation in NEPOOL (see 2 above). The amounts so
sold have varied greatly and are difficult to
ascertain. Apart from such sales, UI sold
approximately 800,544,000 kwh. of electric energy
(including electric energy associated with sales of
capacity) at wholesale outside of Connecticut or at the
Connecticut state line in 1993. UI is not engaged in
the sale of natural or manufactured gas.
Bridgeport Electric is not engaged in the sale of
electric energy or natural or manufactured gas.
(d) Number of kwh. of electric energy and Mcf. of
natural or manufactured gas purchased outside the State in
which each such company is organized or at the State line.
UI purchased electric energy at wholesale through
its participation in NEPOOL (see 2 above). The amounts
so purchased have varied greatly and are difficult to
ascertain. Apart from such purchases, UI purchased
approximately 370,109,000 kwh. of electric energy
outside Connecticut or at the Connecticut state line in
1993. UI is not engaged in the purchase of natural or
manufactured gas, other than for consumption as fuel
for the generation of electricity.
Bridgeport Electric is not engaged in the purchase of
electric energy or natural or manufactured gas.
4. The following information for the reporting period with
respect to claimant and each interest it holds directly or
indirectly in an EWG or a foreign utility company, stating
monetary amounts in United States dollars:
(a) Name, location, business address and description of
the facilities used by the EWG or foreign utility company
for the generation, transmission and distribution of
electric energy for sale or for the distribution at retail
of natural or manufactured gas.
None.
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(b) Name of each system company that holds an interest
in such EWG or foreign utility company; and description of
the interest held.
None.
(c) Type and amount of capital invested, directly or
indirectly, by the holding company claiming exemption; any
direct or indirect guarantee of the security of the EWG or
foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for
which there is recourse, directly or indirectly, to the
holding company claiming exemption or another system
company, other than the EWG or foreign utility company.
None.
(d) Capitalization and earnings of the EWG or foreign
utility company during the reporting period.
None.
(e) Identify any service, sales or construction
contract(s) between the EWG or foreign utility company and a
system company, and describe the services to be rendered or
goods sold and fees or revenues under such agreement(s).
None.
EXHIBIT A
A consolidating statement of income and surplus of the
claimant and its subsidiary companies for the last calendar year,
together with a consolidating balance sheet of claimant and its
subsidiary companies as of the close of such calendar year.
EXHIBIT C
An organizational chart showing the relationship of each EWG
or foreign utility company to associate companies in the holding-
company system.
None.
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The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on this
25th day of February, 1994 and amended on this 12th day of
April, 1994.
THE UNITED ILLUMINATING COMPANY
By /s/ James L. Benjamin
----------------------------------
James L. Benjamin
Title: Controller
Corporate Seal
Attest:
/s/ Kurt D. Mohlman
- --------------------------------------
Kurt D. Mohlman, Treasurer & Secretary
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
James L. Benjamin Controller
- ------------------------------------
(Name) (Title)
157 Church Street, New Haven, Connecticut 06506
- -----------------------------------------------
(Address)
9
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<TABLE>
Exhibit A THE UNITED ILLUMINATING COMPANY
CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 1993
(Thousands except per share amounts)
<CAPTION>
United Bridgeport Research United United Consoli-
Illuminating Electric Center Resources Energies dating Consoli-
Company Company Inc. Inc. Intern'l Entries dated
------------ --------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues $653,023 $69,073 $- $- $- ($69,073) $653,023
------------ ---------- --------- --------- --------- ---------- ---------
Operating Expenses
Operation
Fuel and energy 138,050 - - - - - 138,050
Capacity purchased 47,424 - - - - - 47,424
Reorganization charge 13,620 - - - - - 13,620
Other 156,419 - - - - (8,087) 148,332
Maintenance 41,475 - - - - - 41,475
Depreciation 50,709 5,578 - - - - 56,287
Amortization of cancelled nuclear projects 1,172 - - - - - 1,172
Amortization of deferred fossil fuel costs 608 - - - - - 608
Income taxes 33,309 - - - - - 33,309
Other taxes 57,932 - - - - - 57,932
----------- --------- -------- --------- --------- --------- ---------
Total 540,718 5,578 - - - (8,087) 538,209
----------- --------- -------- --------- --------- --------- ---------
Operating Income 112,305 63,495 - - - (60,986) 114,814
----------- --------- -------- --------- --------- --------- ---------
Other Income and (Deductions)
Allowance for equity funds used during
construction 999 - - - - - 999
Deferred return - Seabrook Unit 1 7,497 - - - - - 7,497
Other-net (35,389) (20,260) - (3,700) (582) 60,002 71
Non-operating income taxes 4,499 - - 1,576 247 - 6,322
----------- --------- -------- ---------- --------- --------- ---------
Total (22,394) (20,260) - (2,124) (335) 60,002 14,889
----------- --------- -------- ---------- --------- --------- ---------
Income (Loss) Before Interest Charges 89,911 43,235 - (2,124) (335) (984) 129,703
----------- --------- -------- ---------- --------- --------- ---------
Interest Charges
Interest on long-term debt 63,274 17,740 - - - (984) 80,030
Other interest 12,260 - - - - - 12,260
Allowance for borrowed funds used
during construction (3,068) - - - - - (3,068)
----------- ---------- -------- ---------- --------- --------- ---------
Net Interest Charges 72,466 17,740 - - - (984) 89,222
----------- ---------- -------- ---------- --------- --------- ----------
Net Income (Loss) 17,445 25,495 - (2,124) (335) - 40,481
Dividends on Preferred Stock 4,318 - - - - - 4,318
----------- ---------- -------- ---------- --------- --------- ----------
Income (Loss) Applicable to
Common Stock $13,127 $25,495 - ($2,124) ($335) - $36,163
=========== ========== ======== ========== ========= ========= ==========
Average Number of Common Shares Outstanding 14,064
Earnings per share of Common Stock $2.57
Cash Dividends Declared per Share of Common Stock $2.66
</TABLE>
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATING BALANCE SHEET
December 31, 1993
ASSETS
(Thousands of Dollars)
<CAPTION>
United Bridgeport Research United United Consoli-
Illuminating Electric Center, Resources Energies dating Consoli-
Company Company Inc. Inc. Intern'l Entries dated
------------ ---------- ---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Utility Plant at Original Cost
In service $1,571,595 $118,547 $- $- $- $- $1,690,142
Less accumulated provision for
depreciation 378,651 68,065 - - - - 446,716
----------- ---------- --------- --------- --------- ---------- ----------
1,192,944 50,482 - - - - 1,243,426
Construction work in progress 77,395 - - - - - 77,395
Nuclear Fuel 40,285 - - - - - 40,285
----------- ---------- --------- ---------- --------- ---------- ----------
Net Utility Plant 1,310,624 50,482 - - - - 1,361,106
----------- ---------- --------- ---------- --------- ---------- ----------
Plant acquisition adjustment - 20,256 - - - (20,256) -
----------- ---------- --------- ---------- --------- ---------- ----------
Total 1,310,624 70,738 - - - (20,256) 1,361,106
----------- ---------- --------- ---------- --------- ---------- ----------
Other Property and Investments 135,467 - - 2,316 - (119,972) 17,811
----------- ---------- --------- ---------- --------- ---------- ----------
Current Assets
Cash and temporary cash investments 44,755 1 5 3,002 408 - 48,171
Accounts receivable
Customers, less allowance for
doubtful accounts of $4,700 62,703 - - - - - 62,703
Other 28,180 - - 416 6 (442) 28,160
Intercompany receivables 250 32,936 - 60 - (33,246) -
Accrued utility revenues 22,765 - - - - - 22,765
Fuel, materials and supplies at
average cost 21,049 - - 129 - - 21,178
Prepayments 4,931 - - 32 - - 4,963
Other - - - 41 - - 41
----------- ---------- --------- ---------- --------- ---------- ----------
Total 184,633 32,937 5 3,680 414 (33,688) 187,981
----------- ---------- ---------- --------- --------- ---------- ----------
Regulatory Assets
Income taxes due principally to book-
tax differences 408,272 - - - - - 408,272
Deferred return - Seabrook Unit 1 62,929 - - - - - 62,929
Unamortized cancelled nuclear projects 26,964 - - - - - 26,964
Unamortized redemption costs 32,573 - - - - - 32,573
Sales adjustment revenues 13,113 - - - - - 13,113
Uranium enrichment decommissioning costs 1,600 - - - - - 1,600
Deferred fossil fuel costs 198 - - - - - 198
Unamortized debt issuance expenses 6,631 - - - - - 6,631
Other 13,552 - - 1,553 9 - 15,114
---------- ---------- ---------- ---------- --------- --------- ---------
Total 565,832 - - 1,553 9 - 567,394
---------- ---------- ---------- ---------- --------- --------- ---------
$2,196,556 $103,675 $5 $7,549 $423 ($173,916) $2,134,292
=========== ========== ========== ========== ========= ========== ==========
</TABLE>
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED BALANCE SHEET
December 31, 1993
CAPITALIZATION AND LIABILITIES
(Thousands of Dollars)
<CAPTION>
United Bridgeport Research United United Consoli-
Illuminating Electric Center, Resources Energies dating Consoli-
Company Company Inc. Inc. Intern'l Entries dated
------------ ---------- -------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Capitalization
Common stock equity
Common stock $284,028 $100,001 $1 $1 $1 ($100,004) $284,028
Paid-in capital 734 - 144 9,503 987 (10,634) 734
Capital stock expense (3,163) - - - - - (3,163)
Retained earnings (Accumulated
Deficit) 323,737 (177,928) (140) (3,610) (334) - 141,725
---------- ---------- -------- --------- --------- --------- ---------
605,336 (77,927) 5 5,894 654 (110,638) 423,324
Preferred stock 60,945 - - - - - 60,945
Long-term debt 765,935 114,000 - - - (4,667) 875,268
---------- ---------- -------- --------- --------- --------- ---------
Total 1,432,216 36,073 5 5,894 654 (115,305) 1,359,537
---------- ---------- -------- --------- --------- --------- ---------
Noncurrent Liabilities
Obligations under capital leases 19,871 - - - - - 19,871
Uranium enrichmentment
decommissioning reserve 1,486 - - - - - 1,486
Nuclear decommissioning obligation 5,606 - - - - - 5,606
Other 2,156 - - - - - 2,156
---------- ---------- -------- --------- --------- --------- --------
Total 29,119 - - - - - 29,119
---------- ---------- -------- --------- --------- --------- --------
Current Liabilities
Current portion of long-term debt 88,000 60,000 - - - (4,667) 143,333
Accounts payable 48,404 - - 1,000 20 - 49,424
Intercompany payables 32,996 - - 250 - (33,246) -
Dividends payable 10,445 - - - - - 10,445
Taxes accrued 6,789 - - 62 - - 6,851
Pensions accrued 33,547 - - - - - 33,547
Interest accrued 14,812 7,602 - - - (442) 21,972
Obligations under capital leases 1,838 - - - - - 1,838
Other accrued liabilities 26,345 - - 468 - - 26,813
--------- ---------- --------- --------- --------- ---------- ---------
Total 263,176 67,602 - 1,780 20 (38,355) 294,223
--------- ---------- --------- --------- --------- ---------- ---------
Customers' advances for construction 2,667 - - - - - 2,667
--------- ---------- --------- --------- --------- ---------- ---------
Regulatory Liabilities
Accumulated deferred investment tax
credits 19,433 - - - - - 19,433
Deferred gain on sale of utility 22,326 - - - - (20,256) 2,070
Other 1,837 - - - - - 1,837
---------- ---------- --------- --------- --------- ---------- ---------
Total 43,596 - - - - (20,256) 23,340
---------- ---------- --------- --------- --------- ---------- ---------
Deferred Income Taxes 425,782 - - (125) (251) - 425,406
Commitments and Contingencies - - - - - - -
----------- ---------- --------- --------- --------- ----------- -----------
$2,196,556 $103,675 $5 $7,549 $423 ($173,916) $2,134,292
=========== ========== ========= ========= ========= =========== ===========
</TABLE>
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 1993
(Thousands of Dollars)
<CAPTION>
United Bridgeport Research United United Consoli-
Illuminating Electric Center, Resources Energies dating Consoli-
Company Company Inc. Inc. Intern'l Entries dated
------------ ----------- --------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance January 1 $348,029 ($203,423) ($140) ($1,486) $1 $- $142,981
Net Income (Loss) 17,445 25,495 - (2,124) (335) - 40,481
----------- ----------- --------- ---------- --------- --------- ---------
365,474 (177,928) (140) (3,610) (334) - 183,462
----------- ----------- --------- ---------- --------- --------- ---------
Deduct Cash Dividends Declared
Preferred Stock 4,318 - - - - - 4,318
Common Stock 37,419 - - - - - 37,419
----------- ----------- --------- ---------- --------- --------- ---------
Total 41,737 - - - - - 41,737
----------- ----------- --------- ---------- --------- --------- ---------
Balance December 31 $323,737 ($177,928) ($140) ($3,610) ($334) $- $141,725
=========== =========== ========= ========== ========= ========= =========
</TABLE>
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