GANNETT CO INC /DE/, 8-K, 1995-06-09

GANNETT CO INC /DE/
8-K, 1995-06-09
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 1995

GANNETT CO., INC.
(Exact name of registrant as specified in its charter)

Delaware 1-6961 16-0442930
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

1100 Wilson Boulevard, Arlington, Virginia 22234
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (703) 284-6000

__________________________________________________________
(Former name or former address, if changed since last report)

<PAGE>
ITEM 5. OTHER EVENTS.

In conformity with the requirements of the Integrated Disclosure
System, Gannett Co., Inc. has elected to file through this Report on Form 8-K
certain exhibits in connection with Gannett's Registration Statement
on Form S-3 No. 33-3984.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

See Exhibit Index for list of exhibits.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

GANNETT CO., INC.

Dated: June 6, 1995 By:/s/ Thomas L. Chapple
Thomas L. Chapple,
General Counsel and Secretary

<PAGE>

EXHIBIT INDEX

Exhibit
Number Title or Description Location

4 Second Supplemental Indenture, dated Attached
as of June 1, 1995, among Gannett Co., Inc.,
NationsBank, N.A., as Trustee, and
Crestar Bank, as Trustee.

25 Statement of Eligibility under the Trust Attached
Indenture Act of 1939 on Form T-1 of
Crestar Bank.

EXHIBIT 4
=========

SECOND SUPPLEMENTAL INDENTURE

Among

GANNETT CO., INC., Issuer,

NATIONSBANK, N.A., Trustee

and

CRESTAR BANK, Trustee
__________________

Dated as of June 1, 1995

<PAGE>
SECOND SUPPLEMENTAL INDENTURE, dated as of June 1, 1995, among GANNETT
CO., INC., a corporation duly organized and existing under the laws of the
State of Delaware (the "Issuer"), NATIONSBANK, N.A., as Trustee, a national
banking association duly organized and existing under the laws of the United
States of America ("NationsBank"), and CRESTAR BANK, as Trustee, a national
banking association duly organized and existing under the laws of the United
States of America ("Crestar").

W I T N E S S E T H:

WHEREAS, the Issuer and Citibank, N.A., as Trustee, a national banking
association duly organized and existing under the laws of the United States of
America ("Citibank"), have executed and delivered heretofore an Indenture,
dated as of March 1, 1983 (the "Indenture"), pursuant to which the Issuer has
issued and may issue, from time to time, one or more series of debt
securities;

WHEREAS, the Issuer, Citibank and Sovran Bank, N.A., as Successor
Trustee, a national banking association duly organized and existing under the
laws of the United States of America ("Sovran") have executed and delivered
heretofore a First Supplemental Indenture, dated as of November 5, 1986 (the
"First Supplement"), for the purpose of supplementing and amending the
Indenture. (The term "Indenture" as used hereinafter refers to the Indenture
as amended by the First Supplement. All capitalized terms used herein which
are not defined herein shall have the meanings assigned to them under the
Indenture.);

WHEREAS, through a series of mergers, NationsBank became the successor
to Sovran;

WHEREAS, in accordance with Section 6.10 of the Indenture, NationsBank
has resigned as trustee under the Indenture with respect to all such series of
Securities issued or to be issued under the Indenture as to which NationsBank
was serving as trustee;

WHEREAS, in accordance with Section 6.10 of the Indenture, the Issuer
has appointed Crestar as successor trustee to NationsBank under the Indenture
with respect to all such series of Securities issued thereunder prior to the
date hereof as to which NationsBank was serving as trustee;

WHEREAS, in accordance with Section 6.11 of the Indenture, Crestar has
accepted such appointment by the Issuer;

WHEREAS, the parties wish to amend the Indenture to provide, among other
things, that the Issuer will appoint a trustee under the Indenture with
respect to each new series of Securities thereunder, such trustee serving with
respect to only such series unless specifically appointed to serve as trustee
with respect to any preceding or succeeding series of Securities;

WHEREAS, Section 8.1 of the Indenture provides that a supplemental
indenture may be entered into without the consent of the Holders of the
Securities for the purpose of adding provisions in regard to matters under the
Indenture as the Board of Directors may deem necessary or desirable, provided
such provisions will not adversely affect the interests of the Holders of the
Securities;

WHEREAS, pursuant to Section 8.4 of the Indenture, the Issuer has
furnished NationsBank and Crestar with an Opinion of Counsel and an Officer's
Certificate as conclusive evidence that this Second Supplemental Indenture
complies with the applicable provisions of the Indenture; and

WHEREAS, all things necessary to make this Second Supplemental Indenture
a valid agreement of the Issuer, NationsBank and Crestar and a valid amendment
of and supplement to the Indenture have been done;

NOW THEREFORE:

For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the
Securities as follows:

SECTION 1. CONFIRMATION OF RESIGNATION AND APPOINTMENT.

(a) NationsBank hereby confirms its resignation, pursuant to Section
6.10 of the Indenture, as Trustee under the Indenture with respect to all
series of Securities issued or to be issued under the Indenture, other than
the Issuer's $100,000,000 aggregate principal amount of Notes due February 1,
1996.

(b) The Issuer hereby confirms the appointment, pursuant to Section
6.10 of the Indenture, of Crestar as successor trustee to NationsBank under
the Indenture with respect to the Issuer's $275,000,000 aggregate principal
amount of 5-1/4% Notes due March 1, 1998 and $250,000,000 aggregate principal
amount of 5.85% Notes due May 1, 2000.

(c) Crestar hereby confirms its acceptance, pursuant to Section 6.11
of the Indenture, as successor trustee to NationsBank under the Indenture with
respect to the Issuer's $275,000,000 aggregate principal amount of 5-1/4%
Notes due March 1, 1998 and $250,000,000 aggregate principal amount of 5.85%
Notes due May 1, 2000.

SECTION 2. CONFIRMATION OF RIGHTS, POWERS, TRUSTS AND DUTIES.

The Issuer, NationsBank and Crestar hereby confirm that:

(a) The rights, powers, trusts and duties of Citibank, as Trustee,
with respect to the Issuer's $100,000,000 aggregate principal amount of Notes
due February 1, 1996 shall continue to be vested in Citibank, as Trustee; and

(b) Crestar is vested with all the rights, powers, trusts and duties
of a Trustee under the Indenture with respect to the Issuer's $275,000,000
aggregate principal amount of 5-1/4% Notes due March 1, 1998 and $250,000,000
aggregate principal amount of 5.85% Notes due May 1, 2000.

SECTION 3. DEFINITION OF TRUSTEE.

The definition of "Trustee" in Section 1.1 of the Indenture is hereby
amended to read as follows:

""Trustee" means any Person appointed to serve as trustee
under this Indenture with respect to any series of
Securities issued hereunder; provided, however, that if at
any time more than one Person is serving as trustee under
this Indenture, "Trustee" as used in the context of any
series of Securities shall mean only the Person appointed to
serve as trustee with respect to such particular series of
Securities."

SECTION 4. MULTIPLE TRUSTEES.

Section 6.1 of the Indenture is hereby amended by adding the following
paragraph at the end thereof:

"If at any time more than one Person is serving as
trustee under this Indenture, each with respect to one or
more different series of Securities hereunder, each such
Trustee shall promptly provide all other Trustees notice of
any default or Event of Default under the Indenture that is
known to such Trustee; provided, however, that each such
Trustee shall be deemed to be a trustee of a different trust
under a separate indenture with respect to only the series
of Securities as to which such Trustee has been appointed
trustee."

SECTION 5. RESIGNATION OF TRUSTEES.

The first sentence of paragraph (a) of Section 6.10 of the Indenture is
hereby amended to read as follows:

"(a) The Trustee may at any time resign with respect to one
or more or all series of Securities as to which the Trustee
is serving as trustee by giving written notice of
resignation to the Issuer and by mailing notice thereof by
first class mail to Holders of the applicable series of
Securities at their last addresses as they shall appear on
the Security register."

SECTION 6. SUCCESSOR TRUSTEES.

The first two paragraphs of Section 6.11 of the Indenture are hereby
deleted and replaced with the following three paragraphs:

"Any successor trustee appointed as provided in
Section 6.10 shall execute and deliver to the Issuer and to
its predecessor trustee an instrument accepting such
appointment hereunder.

If a successor trustee is appointed with respect to
all series of Securities for which its predecessor trustee
was serving as trustee, such successor trustee shall agree
in writing to be bound by the provisions of the Indenture
(without further amendment or supplement) and by doing so
shall become a party to the Indenture. Such agreement of
the successor trustee may be contained in the same
instrument which the successor trustee is required to
deliver to the Issuer in compliance with the preceding
paragraph. If a successor trustee is appointed with respect
to one or more (but not all) series of Securities for which
its predecessor trustee was serving as trustee, the Issuer,
such predecessor trustee and each such successor trustee
shall execute and deliver an indenture supplemental hereto
which (i) shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor trustee with
respect to those series of Securities as to which the
predecessor trustee is not retiring as trustee shall
continue to be vested in the predecessor trustee, and (ii)
shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such trustees co-trustees
of the same trust and that each such trustee shall
be trustee of a trust or trusts under separate indentures.

Upon complying with the requirements of the preceding
paragraph, the resignation or removal of the predecessor
trustee with respect to all or any applicable series of
Securities as to which the predecessor trustee is retiring
as trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall
become vested with all rights, powers, duties and
obligations with respect to such series of Securities as to
which such successor trustee has accepted appointment as
trustee, with like effect as if originally named as trustee
for such series of Securities hereunder; but, nevertheless,
on the written request of the Issuer or of any successor
trustee and upon payment of the predecessor trustee's
charges then unpaid, the predecessor trustee shall, subject
to Section 10.4, pay over to the appropriate successor
trustee all moneys at the time held by the predecessor
trustee hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such
rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all
instruments in writing for the purpose of more fully and
certainly vesting in and confirming to such successor
trustee all such rights and powers. Any predecessor trustee
ceasing to act as trustee with respect to any series of
Securities shall, nevertheless, retain a prior claim upon
all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of
Section 6.6."

SECTION 7. APPOINTMENT OF TRUSTEES FOR NEW SERIES.

The following paragraph is added as new Section 6.14 under Article Six
of the Indenture:

"SECTION 6.14 Appointment of Trustees for New Series.
Prior to issuing any new series of Securities under this
Indenture, the Issuer shall appoint a Person to serve as
trustee with respect to only such series of Securities by
written instrument, executed by the authority of its Board
of Directors or of a duly authorized committee thereof
having been delegated power by the Board of Directors. Any
Person so appointed shall execute and deliver to the Issuer
an instrument accepting such appointment and agreeing to be
bound by the terms of the Indenture (without further
amendment or supplement); provided, however, that no Person
shall accept appointment as trustee with respect to any new
series of Securities unless, at the time of such acceptance,
such Person shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9
of this Indenture. By agreeing to be bound by the terms of
the Indenture, each new Trustee shall become a party to the
Indenture, with like effect as if such Trustee had been an
original signatory to the Indenture; provided, however, that
each such Trustee shall be deemed to be a trustee of a
different trust under a separate indenture with respect to
only the series of Securities as to which such Trustee has
been appointed trustee."

SECTION 8. SUPPLEMENTAL INDENTURES WITHOUT SECURITY HOLDER CONSENT.

Section 8.1 of the Indenture is hereby amended as follows:

(a) The first paragraph of Section 8.1 is amended to read as follows:

"The Issuer, when authorized by a resolution of its Board of
Directors or of a duly authorized committee thereof having
been delegated power by the Board of Directors, and any
Trustee or Trustees affected by the action authorized in
such resolution may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act
of 1939 as in force at the date of the execution thereof)
for one or more of the following purposes:"

(b) The next to the last paragraph of Section 8.1 is amended to read
as follows:

"All those Trustee(s) affected by such supplemental
indenture or indentures are hereby authorized to join with
the Issuer in the execution of any such supplemental
indenture or indentures, to make any further appropriate
agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage
or pledge of any property thereunder, but such Trustee(s)
shall not be obligated to enter into any such supplemental
indenture or indentures which affect its or their own
rights, duties or immunities under this Indenture or
otherwise."

SECTION 9. SUPPLEMENTAL INDENTURES WITH SECURITY HOLDER CONSENT.

The first paragraph of Section 8.2 of the Indenture is hereby amended to
read as follows:

"With the consent (evidenced as provided in Article Seven)
of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding
of all series affected by any supplemental indenture
permitted under this Section 8.2 (voting as one class), the
Issuer, when authorized by a resolution of its Board of
Directors or of a duly authorized committee thereof having
been delegated power by the Board of Directors, and any
Trustee or Trustees affected by such supplemental indenture,
may from time to time and at any time, enter into an
indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of the Securities of
each such series; provided, that no such supplemental
indenture shall (a) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon,
or reduce any amount payable on redemption thereof or reduce
the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration
of the maturity thereof pursuant to Section 5.1 or the
amount thereof provable in bankruptcy pursuant to Section
5.2, or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if the Securities
provide thereof, any right of repayment at the option of the
Securityholder without the consent of the Holder of each
Security so affected, or (b) reduce the aforesaid percentage
of Securities of any series, the consent of the Holders of
which is required for any such supplemental indenture,
without the consent of the Holder of each Security so
affected."

SECTION 10. NO UNDERTAKINGS OR REPRESENTATIONS.

NationsBank and Crestar make no undertakings or representations in
respect of, and shall not be responsible in any manner whatsoever for and in
respect of the validity or sufficiency of this Second Supplemental Indenture
as an obligation of the Issuer or the proper authorization or the due
execution hereof by the Issuer or for or in respect of the recitals and
statements contained herein, all of which recitals and statements are made
solely by the Issuer.

SECTION 11. CONFIRMATION OF INDENTURE.

Except as expressly supplemented and amended hereby, the Indenture shall
continue in full force and effect in accordance with the provisions thereof,
and the Indenture is in all respects hereby ratified and confirmed. This
Second Supplemental Indenture and all its provisions shall be deemed a part of
the Indenture in the manner and to the extent herein and therein provided.

SECTION 12. GOVERNING LAW.

This Second Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York.

SECTION 13. COUNTERPARTS.

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

SECTION 14. HEADINGS.

The headings contained herein are inserted for convenience only and
shall not be used to construe or otherwise interpret the provisions hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the date first above
written.

[CORPORATE SEAL] GANNETT CO., INC.

Attest:
By: /s/ Gracia C. Martore
Gracia C. Martore
Title: Vice President/Treasury
Services
/s/ Thomas L. Chapple
Title: General Counsel and Secretary

[CORPORATE SEAL] NATIONSBANK, N.A., as Trustee

Attest:
By: /s/ John H. Speichert
Title: Vice President
/s/ G. Robert Richardson
Title: Vice President

[CORPORATE SEAL] CRESTAR BANK, as Trustee

Attest:
By: /s/ Eric T. Rodriguez
Title: Assistant Vice President

/s/ K. M. Whitt
Title: Assistant Vice President

EXHIBIT 25
==========

Exhibit to Form S-3 Registration Statement No. 33-3984

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________
FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a trustee
pursuant to Section 305(b)(2)_____

____________________

CRESTAR BANK
(Exact name of trustee as specified in its charter)

Virginia54-1109779
(State of Incorporation, if not a national bank)(I.R.S. employer
identification no.)

919 East Main Street
Richmond, Virginia 23219
(Address of principal executive office) (Zip Code)

____________________

GANNETT CO., INC.
(Exact name of obligor as specified in its charter)

Delaware 16-0442930
(State or other jurisdiction of incorporation,) (I.R.S. employer
incorporation, or organization) identification no.)

1100 Wilson Boulevard
Arlington, Virginia 22234
(Address of principal executive office) (Zip Code)
____________________

$275,000,000 aggregate principal amount of 5-1/4% Notes due March
1, 1998 and
$250,000,000 aggregate principal amount of 5.85% Notes due May 1,
2000
(Title of indenture securities)
============================================
<PAGE>

Item 1. General Information

Furnish the following information as to trustee:

(a) Name and Address of each examining or supervising authority to
which it is subject.

Bureau of Financial Institutions,
State Corporation Commission of Virginia
Richmond, Virginia

The Board of Governors of the Federal Reserve System,
Washington, D.C.

The Federal Reserve Bank,
Richmond, Virginia

Federal Deposit Insurance Corporation,
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe such
affiliation.

Obligor is not an affiliation of the trustee.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of
Eligibility.

*Exhibit 1 - A copy of the articles of incorporation of the trustee
as now in effect. (Incorporated by reference from Exhibit
1 filed with T-1 Statement, Registration
Statement No. 33-55159.)

*Exhibit 2 - A copy of the certificate of authority of the trustee to
commence business. (Included by reference from Exhibit
1 filed with T-1 Statement, Registration
Statement No. 33-55159.)

*Exhibit 3 - A copy of the certificate of the authority of the trustee
to exercise corporate trust powers. (Included by
reference from Exhibit 1 filed with T-1 Statement,
Registration Statement No. 33-55159.)

*Exhibit 4 - A copy of the existing by-law's of the trustee.
(Incorporated by reference from Exhibit 1 filed with T-1
Statement, Registration Statement No. 33-55159.)

Exhibit 5 - Not Applicable

Exhibit 6 - The consent of the trustee required by Section 321(b)
of the Act.

Exhibit 7 - A copy of the latest report of the condition of the
trustee published pursuant to law or the requirements
of its supervising or examining authority.

Exhibit 8 - Not Applicable

Exhibit 9 - Not Applicable

* The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibits heretofore filed with the Securities and Exchange Commission, to
which there have been no amendments or changes.

______________________________________

<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Crestar Bank, a corporation organized and existing under the laws of
the Commonwealth of Virginia, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Richmond, and the Commonwealth of Virginia, on the fifth day of
June, 1995.

Crestar Bank

By: /s/ Eric Rodriguez

(Eric Rodriguez, Assistant Vice President)
<PAGE>
Exhibit 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the execution of a Second Supplemental
Indenture among Gannett Co., Inc., NationsBank, N.A., as Trustee, and Crestar
Bank, as Trustee, we hereby consent that reports of examinations by federal,
state, territorial, or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

Crestar Bank

By: /s/ Eric Rodriguez

(Eric Rodriguez, Assistant Vice President)

Dated: June 5, 1995

<PAGE>
Exhibit 7

FR Y-9C
OMB Number 7100-0128
Avg. hrs. per response: 27.19
Expires December 1996

Board of Governors of the Federal Reserve System
For Federal Reserve Bank Use Only
BHC Number
[Seal] C.I. S.F.

Consolidated Financial Statements for Bank Holding Companies--FR Y-9C

Report at the close of business as of the last calendar day of the quarter

This report is required by law: Section 5(c) of the Bank Holding Company Act
(12 U.S.C. 1844) and Section 225.5(b) of Regulation Y [12 CFR 225.5(b)].

This report form is to be filed by bank holding companies with total
consolidated assets of $150 million
or more. In addition, multibank holding companies with debt
outstanding to the general public or that
are engaged in a nonbank activity (either directly or indirectly)
involving financial leverage or
engaged in credit extending activities, must file this report (FR Y-9C)
regardless of size. See page
of the general instructions for further information. However,
when such bank holding companies own or
control, or are owned or controlled by, other bank holding companies,
only the top-tier holding company
must file this report for the consolidated holding company organization,
except than lower-tiered bank
holding companies that have total consolidated assets of $1 billion or
more must also file this report
(FR-9C).

NOTE: The Consolidated Financial Statements for Bank Holding Companies
must be signed by one director
of the bank holding company. This individual should also be a senior
official of the bank holding
company. In the event that the bank holding company does not
have an individual who is a senior
official and is also a director, the chairman of the board
must sign the report.

I [Name and Title of Officer] James D. Barr, Executive Vice President,
Controller and Treasurer, have
reviewed the Consolidated Financial Statements for Bank Holding
Companies filed by the named bank
holding company and have transmitted a copy of the report to
the Board of Directors for their
information.

By [Signature of Bank Holding Company Official] /s/ James D. Barr
[Date of Signature] May 15, 1995

Return the original and one copy to:

Research Department, Statistic Division
Federal Reserve Bank of Richmond
P.O. Box 27622
Richmond, Virginia 23261

The Consolidated Financial Statements for Bank Holding Companies
is to be prepared in accordance with
the instructions provided by the Federal Reserve System.

Date of Report:
[Month/Date/Year (BHCK 9999) March 31, 1995

[Legal Title of Bank Holding Company (TEXT 9010)] Crestar Financial Corporation

[Mailing address of the Bank Holding Company) Street/P.O. Box (TEXT 9110)
919 East Main Street, P.O. Box
26665

[City (TEXT 9130) State (TEXT 9200) Zip Code (TEXT 9220)
Richmond, VA 23261-6665

Person to whom questions about this report should be directed:

[Name/Title (TEXT 8901) Judy A. Wells, Assistant Vice President

[Area Code/Phone Number (TEXT 8902] (804) 782-7320

Public reporting burden for this information collection is estimated
to vary from 5.0 to 1,250 hours per
response, with an average of 27.19 hours per response, including
time to gather and maintain data in the
required form and to review instructions and complete the
information collection. Comments regarding
this burden estimate or any other aspect of this information
collection, including suggestions for
reducing the burden, may be sent to Secretary, Board of
Governors of the Federal Reserve System,
Washington, D.C. 20551, and to the Office of Management
and Budget, Paperwork Reduction Project
(7100-0128), Washington, D.C. 20503.

<PAGE>

[Name of Bank Holding Company] CRESTAR FINANCIAL CORPORATION

Report at the close of business March 31, 1995

<TABLE>

Schedule HC--Consolidated Balance Sheet

Dollar Amounts in Thousands
BHCK Bil Mil Thou
<S> <C> <C> <C>

ASSETS
1. Cash and balance due from depository institutions:
a. Noninterest-bearing balances and currency and coin 0081 693,848 1.a.
b. Interest-bearing balances:
(1) In U.S. Offices 0395 0 1.b.(1)
(2) In foreign offices, edge and Agreement subsidiaries, and
IBFs 0397 0 1.b.(2)
2. Securities (from Schedule HC-A):
a. Held-to-maturity securities 1754 880,736 2.a.
b. Available-for-sale securities 1773 1,417,389 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank holding company, of its
Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold 0276 457,985 3.a.
b. Securities purchased under agreements to resell 0277 182,000 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from
Schedule HC-B) 2122 9,973,385 4.a.
b. LESS: Allowance for loan and lease losses 3123 222,702 4.b.
c. LESS: Allocated transfer risk reserve 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance for
loan and lease losses, and allocated transfer risk reserve
(item 4.a minus items 4.b and 4.c) 2125 9,750,683 4.d.
5. Trading assets 3545 8,626 5.
6. Premises and fixed assets (including capitalized leases) 2145 330,476 6.
7. Other real estate owned:
a. Real estate acquired in satisfaction of debts previously
contracted 2744 21,690 7.a.
b. Other real estate owned 2745 8,535 7.b.
8. Investments in unconsolidated subsidiaries and associated
companies 2130 4,066 8.
9. Customers' liability on acceptances outstanding 2155 10,984 9.
10. Intangible assets:
a. Mortgage servicing rights 3164 16,619 10.a.
b. Other identifiable intangible assets:
(1) Purchased credit card relationships 5506 0 10.b.(1)
(2) All other identifiable intangible assets 5507 13,545 10.b.(2)
c. Goodwill 3163 149,877 10.c.
11. Other assets 2160 480,202 11.
12. Total assets (sum of items 1 through 11) 2170 14,427,261 12.

</TABLE>

<TABLE>

Schedule HC - (Continued)

Dollar Amounts in Thousands
BHDM Bil Mil Thou

LIABILITIES AND EQUITY CAPITAL:
13. Deposits:
a. In domestic office (from Schedule HC-C):
(1) Noninterest-bearing 6631 2,084,914 13.a.(1)
(2) Interest bearing 6636 8,970,386 13.a.(2)

b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs: BHFN
(1) Noninterest-bearing 6631 0 13.b.(1)
(2) Interest-bearing 6636 0 13.b.(2)
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank holding company, of its Edge and Agreement
subsidiaries, and in IBFs: BHCK
a. Federal funds purchased 0278 847,487 14.a.
b. Securities sold under agreements to repurchase 0279 533,913 14.b.
15. Trading liabilities 3458 376 15.
16. Commercial paper 2309 40 16.
17. Other borrowed money with original maturity of one year
or less 2332 191,435 17.
18. Other borrowed money with original maturity of more than
one year 2333 19,090 18.
19. Mortgage indebtedness and obligations under capitalized
leases 2910 11,226 19.
20. Mandatory convertible securities:
a. Equity contract notes, gross 3290 49,968 20.a.
b. Equity commitment notes, gross 3293 0 20.b.
21. Subordinated notes and debentures 4062 274,625 21.
22. Liability on acceptances executed and outstanding 2920 10,984 22.
23. Minority interest in consolidated subsidiaries 3000 0 23.
24. Other liabilities 2750 217,229 24.
25. TOTAL LIABILITIES (sum of items 13 through 24) 2948 13,211,673 25.
26. Limited-life preferred stock (including related surplus) 3282 0 26.
27. Equity Capital:
a. Perpetual preferred stock (including related surplus) 3283 0 27.a.
b. Common stock (par value) 3230 191,987 27.b.
c. Capital surplus 3240 338,002 27.c.
d. Retained earnings 3247 703,006 27.d.
e. Net unrealized holding gains (losses) on available-
for-sale securities 8434 (17,407) 27.e.
f. Cumulative foreign currency translation adjustments
(for bank holding companies with foreign offices
only) 3284 0 27.f.
g. LESS: Treasury stock 3153 0 27.g.
h. TOTAL EQUITY CAPITAL (sum of items 27.a through
27.f minus item 27.g) 3210 1,215,588 27.h.
28. TOTAL LIABILITIES AND EQUITY CAPITAL (sum of items
25, 26, and 27.h) 3300 14,427,261 28.

<F1>

(1) Includes total demand deposits and noninterest-bearing time
and savings deposits.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-A--Securities

<CAPTION>
Held-to-Maturity Available-for-Sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value
Dollar Amounts in Thousands BHCK Bil Mil Thou BHCK Bil Mil Thou BHCK Bil Mil Thou BHCk Bil Mil Thou

1. U.S. Treasury Securities 0211 15,220 0213 15,059 1286 448,390 1287 439,548 1.
2. U.S. government agency
and corporation obligations 8492 579,950 8493 565,405 8494 724,036 8495 707,865 2.
3. Securities issued by states
and political subdivision
in the U.S.:
a. Taxable securities 8531 0 8532 0 8533 0 8534 0 3.a.
b. Tax-exempt securities 8535 64,439 8536 64,191 8537 0 8538 0 3.b.
4. U.S. securities:
a. Debt securities 8539 218,872 8540 211,505 8541 194,822 8542 192,364 4.a.
b. Equity securities
(including Federal
Reserve stock) 8543 77,585 8544 77,612 4.b.
5. Foreign securities:
a. Debt securities 8545 2,255 8546 2,255 8547 0 8548 0 5.a.
b. Equity securities 8549 0 8550 0 5.b.
6. Total (sum of column A, items 1
through 5.a. must equal Schedule
HC, item 2.a and sum of column D,
items 1 through 5.b must equal bhct bhct
Schedule HC, item 2.b) 1754 880,736 8551 858,415 8552 1,444,833 1773 1,417,389 6.

</TABLE>

<TABLE>

Memoranda

BHCK Bil Mil Thou

1. Remaining maturity of debt securities (Schedule HC-A, items 1, 2, 3, 4.a., and
5.a in columns A and D above):
a. 1 year and less 0383 535,012 M.1.a
b. Over 1 year to 5 years 0384 477,929 M.b.1.
c. Over 5 years 0387 1,207,572 M.1.c.
2. Pledged securities 0416 1,243,485 M.2.
3. Held-to-maturity debt securities (restructured and in compliance with modified terms
(included in Schedule HC-A, items 3.a., 3.b, 4.a, and 5.a, column A above) 5365 0 M.3.
a. Held-to-maturity debt securities restructured and in compliance with modified
terms if the restructured obligation yielded a market rate at the time of
restructuring (included in Schedule HC-A, item M.3) 5392 0 M.3.a.
4. Amortized cost of held-to-maturity securities sold or transferred to available-for-
sale or trading securities during the calendar year-to-date 1778 0 M.4.
5. High-risk mortgage securities (included in the held-to-maturity and available-for-
sale accounts):
a. Amortized cost 8780 0 M.5.a.
b. Fair value 8781 0 M.5.b.
6. Structured notes (included in the held-to-maturity and available-for-sale accounts):
a. Amortized cost 8782 30,000 M.6.a.
b. Fair value 8783 30,000 M.6.b.

<F1>

(1) Includes equity securities without readily determinable fair values
at historical cost.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-A--Continued
Memoranda--Continued

The following memoranda items are to be reported only by bank holding
companies with total consolidated assets of
$1 billion or more.

Held-to-Maturity Available-for-Sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value
Dollar Amounts in Thousands BHCK Bil Mil Thou BHCK Bil Mil Thou BHCK Bil Mil Thou BHCk Bil Mil Thou

7. U.S. government agency and
corporation obligations
(exclude mortgage-backed
securities)
a. Issued by U.S. govern-
ment agencies 1289 0 1290 1291 0 1293 0 M.7.a.
b. Issued by U.S. govern-
ment-sponsored
agencies 1294 98 1295 98 1297 30,000 1298 30,000 M.7.b.
8. Mortgage-backed securities
(MBS)
a. Pass-through securities:
(1) Guaranteed by GNMA 1698 0 1699 0 1701 7,377 1702 6,995 M.8.a.(1)
(2) Issued by FNMA and
FHLMC 1703 458,597 1705 457,773 1706 535,116 1707 521,482 M.8.a.(2)
(3) Other pass-through
securities 1709 0 1710 0 1711 0 1713 0 M.8.a.(3)
b. Other mortgage-backed
securities (include CMOs,
REMICs, and stripped
MBS):
(1) issued or guaranteed
by FNMA, FHLMC, or
GNMA 1714 111,255 1715 107,534 1716 151,543 1717 149,388 M.8.b.(1)
(2) Collateralized by MBS
issued or guaranteed
by FNMA, FHLMC, or
GNMA 1718 4,397 1719 4,468 1731 23,928 1732 23,678 M.8.b.(2)
(3) All other mortgage-
backed securities 1733 8,066 1734 8,037 1735 156,064 1736 153,949 M.8.b.(3)
9. Equity securities:
a. Investments in mutual
funds 1747 0 1748 0 M.9.a.
b. Other equity securities
with readily determin-
able fair values 1749 11,638 1751 11,665 M.9.b.
c. All other equity
securities 1752 65,947 1753 65,947 M.9.c.
10. Total (sum of M.7.a through
M.9.c) 8553 592,413 8554 577,910 8555 981,613 8556 963,104 M.10.

<F1>

(1) Includes equity securities without readily determinable values at
historical cost.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-B
Part I--Loans and Lease Financing Receivables

Dollar Amounts in Thousands
Consolidated In Domestic Offices
(Column A) (Column B)
BHCK Bil Mil Thou BHDM Bil Mil Thou

1. Loans secured by real estate 1410 4,827,742 1.
a. Construction and land development 1415 176,840 1.a.
b. Secured by farmland 1420 12,892 1.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family
residential properties and extended under lines of
credit 1797 439,504 1.c.(1)
(2) All other loans secured by 1-4 family residential
properties:
(a) Secured by first liens 5367 2,532,590 1.c.(2)(a)
(b) Secured by junior liens 5368 210,359 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential
properties 1460 127,094 1.d.
e. Secured by nonfarm nonresidential properties 1480 1,328,463 1.e.
2. Commercial and industrial loans 1766 1,723,625 2.
a. To U.S. addressees (domicile) 1763 1,723,625 2.a.
b. To non-U.S. addressees (domicile) 1764 0 2.b.
3. Loans to depository institutions (including bankers
acceptances of other banks): 1489 3,223 3.
a. To U.S. banks and other U.S. depository institutions 5481 2,588 3.a.
b. To foreign banks 5482 635 3.b.
4. Loans to finance agricultural production and other loans
to farmers 1590 6,395 1590 8,395 4.
5. Loans to individuals for household, family, and other
personal expenditures 1975 2,854,340 5.
a. Credit cards and related plans (includes check credit
and other revolving credit plans) 2008 1,554,834 5.a.
b. Other (includes single payment, installment, and
all student loans) 2011 1,299,506 5.b.
6. Loans to foreign governments and official institutions 2081 635 2081 635 6.
7. All other loans 1635 297,904 7.
a. Taxable obligations (other than securities) of
states and political subdivisions in the U.S. 2033 0 7.a.
b. Tax-exempt obligations (other than securities) of
states and political subdivisions in the U.S. 2079 224,544 7.b.
c. All other loans 1563 329,172 7.c.
8. Lease financing receivables (net of unearned income) 2165 3,709 8.
a. To U.S. addressees (domicile) 2182 3,709 8.a.
b. To non-U.S. addressees (domicile) 2183 0 8.b.
9. LESS: Any unearned income on loans reflected in
items 1-7 above 2123 0 2123 0 9.
10. Total (sum of items 1 through 8 minus item 9 (total of bhct
column A must equal Schedule HC, item 4.a) 2122 9,973,385 2122 9,717,573 10.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-B--Continued
PartI--Continued
Memoranda

Dollar Amounts in Thousands
Consolidated
BHCK Bil Mil Thou

1. Loans and leases restructured and in compliance with modified
terms:
a. Loans secured by real estate 1611 0 M.1.a.
b. Commercial and industrial loans 1612 0 M.1.b.
c. Loans to finance agricultural production and other loans to
farmers 1613 0 M.1.c.
d. All other loans (1) 1615 0 M.1.d.
e. Lease financing receivables 1636 0 M.1.e.
f. TOTAL (sum of items 1.a through 1.e) 1616 0 M.1.f.
g. Loans and leases included in items M.1.a., M.l.b., M.1.d., and
M.1.e extended to non-U.S. addressees 1914 0 M.1.g.
h. Loans and lease financing receivables restructured and in
compliance with modified terms if the restructured obligation
yielded a market rate at the time of restructuring (included
in Schedule HC-B, item M.1.f above) 5393 0 M.1.h.
2. Loans to finance commercial real estate, construction, and land
development activities included in Schedule HC-B, Part I, items
2 and 7.c above 2746 0 M.2.
3. Loans and leases held for sale (included in Schedule HC-B,
Part I above) 5369 220,470 M.3.

<F1>

(1) Do not include loans to individuals for household, family, and other
personal expenditures.

</TABLE>

<TABLE>

Part II--Trading Assets and Liabilities
Schedule HC-B, Part II is to be completed only by bank holding companies with
$1 billion or more in total consolidated
assets or with $2 billion or more in par/notional amounts of
off-balance-sheet derivative contracts (as determined by
the sum of Schedule HC-F, Part III, items 1.a through 1.e).

Dollar Amounts in Thousands
BHCK Bil Mil Thou
<S> <C> <C> <C>

ASSETS
1. U.S. Treasury securities in domestic offices 3531 1,989 1.
2. U.S. government agency and corporation obligations in domestic
offices (exclude mortgage-backed securities) 3532 2,243 2.
3. Securities issued by states and political subdivisions in the U.S.
in domestic offices 3533 1,029 3.
4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC,
or GNMA 3534 0 4.a.
b. Other MBS issued or guaranteed by FNMA, FHLMC, or GHMA (include
CMOs, REMICs, and stripped MBS) 3535 3,365 4.b.
c. All other mortgage-backed securities 3536 0 4.c.
5. Other debt securities in domestic offices 3537 0 5.
6. Certificates of deposit in domestic offices 3538 0 6.
7. Commercial paper in domestic offices 3539 0 7.
8. Bankers acceptances in domestic offices 3540 0 8.
9. Other trading assets in domestic offices 3541 0 9.
10. Trading assets in foreign offices 3542 0 10.
11. Revaluation gains on interest rate, foreign exchange rate, equity,
commodity, and other contracts:
a. In domestic offices 3543 0 11.a.
b. In foreign offices 3544 0 11.b.
12. Total trading assets (sum of items 1 through 11) bhct
(must equal Schedule HC, item 5) 3545 8,626 12.

LIABILITIES
13. Liability for short positions 3546 376 13.
14. Revaluation losses on interest rate, foreign exchange rate, equity,
commodity and other contracts 3547 0 14.
bhct
15. Total trading liabilities (sum of items 13 and 14) (must equal
Schedule HC, item 15) 3548 376 15.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-C--Deposit Liabilities in Domestic Offices of Subsidiary
Depository Institutions of the Bank Holding Company (1)

Dollar Amounts in Thousands
BHDM Bil Mil Thou
<S> <C> <C> <C>

1. Deposits held in domestic offices of commercial bank subsidiaries
of the reporting bank holding company: BHCB
a. Demand deposits 2210 2,084,914 1.a.
b. NOW, ATS, and other transaction accounts 3187 1,890,967 1.b.
c. Money market deposit accounts and other savings accounts 2389 3,805,476 1.c.
d. Time deposits of less than $100,000 6648 2,939,342 1.d.
e. Time deposits of $100,000 or more 2604 334,601 1.e.
2. Deposits held in domestic offices of other depository institutions
that are subsidiaries of the reporting bank holding company: BHOD
a. Noninterest-bearing balances 3189 0 2.a.
b. NOW, ATS, and other transaction accounts 3187 0 2.b.
c. Money market deposit accounts and other savings accounts 2389 0 2.c.
d. Time deposits of less than $100,000 6648 0 2.d.
e. Time deposits of $100,000 or more 2604 0 2.e.

</TABLE>

<TABLE>

Schedule HC-D--Interest Sensitivity (2)

Dollar Amounts in Thousands
BHCK Bil Mil Thou

1. Earning assets that are repriceable within one year or mature
within one year 3197 6,946,500 1.
2. Interest-bearing deposit liabilities that reprice within one year
or mature within one year 3296 2,315,957 2.
3. Long-term debt that reprices within one year included in items 18,
20.a, 20.b, and 21 on Schedule HC, Balance Sheet 3298 0 3.
4. Variable rate preferred stock (includes both limited-life and
perpetual preferred stock) 3408 0 4.
5. Long-term debt reported in Schedule HC, items 18, 19, 20.a,
20.b., and 21 on Balance Sheet that is scheduled to mature
within one year 3409 6,300 5.

</TABLE>

<TABLE>

Multibank holding companies with total consolidated assets of less than
$150 million are not to complete Schedule HC-E
Schedule HC-E--Quarterly Averages

Dollar Amounts in Thousands
BHCK Bil Mil Thou

ASSETS
1. Securities 3515 2,384,658 1.
2. Federal funds sold and securities purchased under agreements
to resell 3365 448,036 2.
3. Loans and leases 3516 9,639,100 3.
4. Earning assets 3402 12,473,201 4.
5. Total consolidated assets 3368 13,845,361 5.
LIABILITIES
6. Interest-bearing deposits (domestic) 3517 8,788,065 6.
7. Interest-bearing deposits (foreign) 3404 0 7.
8. Federal funds purchased and securities sold under agreements
to repurchase 3353 1,110,729 8.
9. All other borrowed money 2635 154,811 9.
10. Limited-life preferred stock 3518 0 10.
EQUITY CAPITAL
11. Equity capital (excludes limited-life preferred stock) 3519 1,168,909 11.

- --------
<F1>
(1) The sum of items 1.a through 1.e and items 2.a through 2.e must equal the
sum of Schedule HC, items 13.a(1) and 13.a.(2).

<F2>
(2) Bank holding companies with foreign offices have the option of excluding
the smallest of such non-U.S. offices
from coverage in this schedule. Such bank holding companies may omit
the smallest of their offices in foreign
countries when arrayed by total assets provided that the assets of the
excluded offices do not exceed 50 percent
of the total assets of the holding company's assets in foreign countries
and 10 percent of the holding company's
total consolidated assets as of the report date.

</TABLE>

<PAGE>

<TABLE>

(Report only transactions with nonrelated institutions)
Schedule HC-F--Off-Balance-Sheet Items

<CAPTION>
Dollar Amounts in Thousands

BHCK Bil Mil Thou

Part I. Loan Commitments and letters of credit
1. Unused commitments (report only the unused portions of commitments
that are fee paid or otherwise legally binding):
a. Revolving open-end loans secured by 1-4 family residential
properties, e.g., home equity lines 3814 497,505 1.a.
b. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate 3816 201,448 1.b.(1)
(2) Commitments to fund loans not secured by real estate 6550 0 1.b.(2)
c. Credit card lines 3815 2,324,725 1.c.
d. Securities underwriting 3817 0 1.d.
e. Other unused commitments 3818 2,740,795 1.e.
2. Standby letters of credit and foreign office guarantees:
a. Standby letters of credit outstanding:
(1) To U.S. addressees 3376 357,421 2.a.(1)
(2) To non-U.S. addressees 3377 1,107 2.a.(2)
b. Amount of standby letters of credit conveyed to others through
participations 3378 4,113 2.b.
3. Commercial and similar letters of credit 3411 47,232 3.

Part II. Other off-balance-sheet arrangements
1. When-issued securities:
a. Gross commitments to purchase 3434 0 1.a.
b. Gross commitments to sell 3435 0 1.b.
2. Spot foreign exchange contracts 8765 2,912 2.
3. Securities borrowed 3432 0 3.
4. Securities lent 3433 0 4.
5. Assets sold with recourse:
a. 1-4 family residential mortgages:
(1) FNMA and FHLMC mortgage pools 3650 0 5.a.(1)
(2) Private mortgage pools 3652 0 5.a.(2)
b. Other loans 6553 0 5.b.
c. Other assets 6554 0 5.c.
6. Participations in acceptances:
a. Conveyed to others by the reporting bank holding company 3428 0 6.a.
b. Acquired by the reporting bank holding company 3429 0 6.b.
7. Other significant off-balance-sheet items (exclude off-balance-sheet
derivatives) that exceed 10% of total equity capital (list below each
component of item 7 and its dollar amount over 25% of total equity
capital 3430 975,005 7.

a. TEXC 6561 TEXT
6561 Purchased Mortgage Servicing 6561 975,005 7.a.
b. TEXC 6562 TEXT
6562 6562 0 7.b.
c. TEXC 6568 TEXT
6568 6568 0 7.c.
d. TEXC 6586 TEXT
6586 6586 0 7.d.

<F1>
Memorandum
BHCK Bil Mil Thou
1. Participations in unused commitments
(included in Schedule HC-F,
Part I, item 1 above) 5396 0 M.1.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-F--Continued

<CAPTION>
Dollar Amounts in Thousands
Part III. Off-balance-sheet deriva- (Column A) (Column B) (Column C) (Column D)
tives position indicators Interest Rate Foreign Exchange Equity Derivative Commodity and
Contracts Contracts Contracts Other Contracts
Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou

1. Gross amounts (e.g., notional
amounts) (for each column, sum
of items 1.a through 1.e must
equal the sum of items 2, 3.a,
and 3.b):
a. Futures contracts 0 0 0 0 1.a.
BHCK 8693 BHCK 8694 BHCK 8695 BHCK 8696
b. Forward contracts 305,373 16,222 0 0 1.b.
BHCK 8697 BHCK 8698 BHCK 8699 BHCK 8700
c. Exchange-traded option
contracts:
(1) Written options 0 0 0 0 1.c.(1)
BHCK 8701 BHCK 8702 BHCK 8703 BHCK 8704
(2) Purchased options 0 0 0 0 1.c.(2)
BHCK 8705 BHCK 8706 BHCK 8707 BHCK 8708
d. Over-the-counter option
contracts:
(1) Written options: 87,787 0 0 0 1.d.(1)
BHCK 8709 BHCK 8710 BHCK 8711 BHCK 8712
(2) Purchased options 582,787 0 0 0 1.d.(2)
BHCK 8713 BHCK 8714 BHCK 8715 BHCK 8716
e. Swaps 1,291,429 0 0 0 1.e.
BHCK 3450 BHCK 3826 BHCK 8719 BHCK 8720
2. Total gross amount of deriva-
tive contracts held for
trading 0 16,222 0 0 2.
BHCK A126 BHCK A127 BHCK 8723 BHCK 8724
3. Total gross amount of deriva-
tive contracts held for
purposes other than trading:
a. Contracts marked to
market 0 0 0 0 3.a.
BHCK 8725 BHCK 8726 BHCK 8727 BHCK 8728
b. Contracts not marked
to market 2,267,376 0 0 0 3.b.
BHCK 8729 BHCK 8730 BHCK 8731 BHCK 8732
</TABLE>

<PAGE>

<TABLE>

Schedule HC-F--Continued

<CAPTION>
Dollar Amounts in Thousands
Part III. Off-balance-sheet deriva- (Column A) (Column B) (Column C) (Column D)
tives position indicators Interest Rate Foreign Exchange Equity Derivative Commodity and
(continued) Contracts Contracts Contracts Other Contracts
Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou

4. Gross fair values of deriva-
tive contracts:
a. Contracts held for trading:
(1) Gross positive fair
value 0 9,026 0 0 4.a.(1)
BHCK 8733 BHCK 8734 BHCK 8735 BHCK 8736
(2) Gross negative fair
value 0 7,131 0 0 4.a.(2)
BHCK 8737 BHCK 8738 BHCK 8739 BHCK 8740
b. Contracts held for purposes
other than trading that are
marked to market:
(1) Gross positive fair
value 0 0 0 0 4.b.(1)
BHCK 8741 BHCK 8742 BHCK 8743 BHCK 8744
(2) Gross negative fair
value 0 0 0 0 4.b.(2)
BHCK 8745 BHCK 8746 BHCK 8747 BHCK 8748
c. Contracts held for purposes
other than trading that are
not marked to market:
(1) Gross positive fair
value 3,136 0 0 0 4.c.(1)
BHCK 8749 BHCK 8750 BHCK 8751 BHCK 8752
(2) Gross negative fair
value 52,547 0 0 0 4.c.(2)
BHCK 8753 BHCK 8754 BHCK 8755 BHCK 8756

</TABLE>

<PAGE>

<TABLE>

Schedule HC-G--Memoranda

Dollar Amounts in Thousands
BHCK Bil Mil Thou

1. a. Deferred Taxes included in Schedule HC, item 11:
(1) IRS loan loss provision 2747 79,470 1.a.(1)
(2) Other 2748 13,195 1.a.(2)
b. Deferred taxes included in Schedule HC, item 24:
(1) IRS loan loss provision 2749 0 1.b.(1)
(2) Other 2757 0 1.b.(2)
2. Total number of bank holding company common shares NUMBER (UNROUNDED)
outstanding 3459 37,682,841 2.
3. Number of full-time equivalent employees 4150 6,623 3.
4. Debt maturing in one year or less (included in Schedule HC, items 16
through 21) that is issued to unrelated third parties by bank
subsidiaries 6555 53,922 4.
5. Debt maturing in more than one year (included in Schedule HC, items
18 through 21) that is issued to unrelated third parties by bank
subsidiaries 6556 23,934 5.
6. Other assets acquired in satisfaction of debts previously contracted 6557 0 6.
7. Amount of cash items in process of collection netted against deposit
liabilities in reporting Schedule HC 0379 0 7.
8. Reciprocal demand balances with depository institutions (other than
commercial banks in the U.S.) 0535 0 8.
9. Investments in real estate (to be reported only by bank holding
companies authorized by the Federal Reserve to have real estate
investments) 3656 430 9.
10. Total assets of unconsolidated subsidiaries and associated companies 5376 116,937 10.

11. Does the respondent bank holding company's consolidated statement
reflect any business combinations during the quarter ending with the
report date for which the pooling-of-interest method of accounting BHCK
was used? (Enter "1" for yes; enter "2" for no.) 6688 2 11.

12. Has the bank holding company restated its financial statements
during the last quarter as a result of new or revised Statements of BHCK
Financial Accounting Standards? (Enter "1" for yes; enter "2" for no.) 6689 2 12.

13. Did your bank holding company reduce "Customers' liability on acceptances
outstanding" by the amount of any participations (even immaterial amounts) BHCK
in bankers acceptances (Enter "1" for yes; enter "2" for no) 6019 2 13.

14. Income earned but not collected 5397 92,323 14.

15. All changes in investments and activities have been reported to the
Federal Reserve on the Bank Holding Company Report of Changes in
Investments and Activitiies (FR Y-6A) (Enter "1" for yes; enter "2" for no) (This BHCK
item is to be completed by top-tier bank holding companies.) 6416 1 15.

TEXT
6428 [Name of bank holding company official verifying FR Y-6A reporting
(Please type or print)
John C. Clark, III [Area code and Phone Number (TEXT 9009)
(804) 782-7445.

16. Please describe and list below separately the dollar amount outstanding of
assets removed from the reporting
company's balance sheet (Schedule HC) in connection with defeased debt or
the dollar amount of assets netted
against liabilities when there exists a legal right of offset (exclude any
amounts reported in Schedule HC-G,
items 7 or 8 above).

a. TEXC 6995 TEXT Securities purchased under agreements to resell
netted against
6995 securities sold under agreements to repurchase on Schedule HC. 6995 0 16.a.
b. TEXC 6996 TEXT
6996 6996 0 16.b.
c. TEXC 6997 TEXT
6997 6997 0 16.c.
d. TEXC 6998 TEXT
6998 6998 0 16.d.

</TABLE>

<TABLE>

Schedule HC-G--Memoranda (Continued)

Dollar Amounts in Thousands
BHCK Bil Mil Thou

17. Outstanding principal balance of 1-4 family residential mortgage loans
serviced for others (include both retained servicing and purchased
servicing):
a. Mortgages serviced under a GNMA contract 5500 828,542 17.a.
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer 5501 6,065 17.b.(1)
(2) Serviced without recourse to servicer 5502 372,842 17.b.(2)
c. Mortgages serviced under a FNMA contract:
(1) Serviced under Special Option contract 5504 1,434,740 17.c.(1)
(2) Serviced under Regular Option contract 5503 140,398 17.c.(2)
d. Mortgages serviced under other servicing contracts 5505 4,674,451 17.d.
18. Excess residential mortgage servicing fees receivable 5465 1,706 18.
19. Deferred tax assets in excess of regulatory capital limits 5610 0 19.
20. Mutual fund and annuity sales during the quarter (include proprietary,
private label, and third party products):
a. Money market funds 6441 530,823 20.a.
b. Equity securities funds 8427 4,524 20.b.
c. Debt securities funds 8428 1,265 20.c.
d. Other mutual funds 8429 1,593 20.d.
e. Annuities 8430 37,824 20.e.
f. Sales of proprietary mutual funds and annuities (included in
items 20.a through 20.e, above) 8784 1,077 20.f.
21. Total gross redemptions of mutual funds and annuities A102 528,564 21.

</TABLE>

<PAGE>

<TABLE>

The Federal Reserve regards information submitted in response
to Column A and Memorandum item 2 as confidential.
Schedule HC-H--Past Due and Nonaccrual Loans, Lease Financing
Receivables, Placements, and Other Assets

(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
accruing accruing
BHCK Bil Mil Thou BHCK Bil Mil Thou BHCK Bil Mil Thou

1. Loans secured by real estate 1421 55,603 1422 11,918 1423 51,394 1.
2. Commercial and industrial loans 1606 12,852 1607 1,835 1608 8,936 2.
3. Loans to depository institutions:
a. U.S. banks and other U.S.
depository institutions 5377 0 5378 0 5379 0 3.a.
b. Foreign banks 5380 0 5381 0 5382 0 3.b.
4. Loans to finance agricultural
production and other loans to
farmers 1594 24 1597 0 1583 0 4.
5. Loans to individuals for household,
family, and other personal
expenditures:
a. Credit cards and related plans 5383 20,755 5384 11,701 5385 0 5.a.
b. Other 5386 27,142 5387 11,917 5388 1,298 5.b.
6. Loans to foreign governments and
official institutions 5389 0 5390 0 5391 0 6.
7. All other loans 5459 1,817 5460 1 5461 11,362 7.
8. Lease financing receivables 1226 0 1227 0 1228 0 8.
9. Other assets (exclude other real
estate owned and other repossessed
assets) 3505 0 3506 0 3507 0 9.
10. TOTAL (sum of items 1 through 9) 5524 118,193 5525 37,372 5526 72,990 10.

</TABLE>

<TABLE>

Memoranda

BHCK Bil Mil Thou BHCK Bil Mil Thou BHCK Bil Mil Thou

1. Loans and leases included in
Schedule HC-H, items 1, 2, 3,
5, 6, 7, and 8 extended to non-U.S.
addressees above 3508 0 1912 0 1913 0 M.1.
2. Restructured loans and leases
included in items 1 through 8 above 1658 0 1659 0 1661 4,391 M.2.
3. Loans to finance commercial real
estate, construction, and land
development activities included in
Schedule HC-H, items 2 and 7
above 6558 0 6559 0 6560 0 M.3.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-H--Past Due and Nonaccrual Loans, Lease Financing Receivables,
Placements, and Other Assets (Continued)

<CAPTION>
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
accruing accruing
Memoranda BHCK Bil Mil Thou BHCK Bil Mil Thou BHCK Bil Mil Thou

4. Loans secured by real estate in
domestic offices (included in
Schedule HC-H, item 1 above):
a. Construction and land
development 2759 3,744 2769 989 3492 5,112 M.4.a.
b. Secured by farmland 3493 142 3494 0 3495 125 M.4.b.
c. Secured by 1-4 family residential
properties:
(1) Revolving, open-end loans
secured by 1-4 family resi-
dential properties and
extended under lines of
credit 5398 1,141 5399 46 5400 1,373 M.4.c.(1)
(2) All other loans secured by
1-4 family residential
properties 5401 31,550 5402 9,669 5403 12,890 M.4.c.(2)
d. Secured by multifamily (5 or more)
residential properties 3499 1,387 3500 0 3501 488 M.4.d.
e. Secured by nonfarm residential
properties 3502 17,639 3503 1,214 3504 31,404 M.4.e.
5. Loans and leases reported in
Schedule HC-H, items 1 through 8,
which are wholly or partially
guaranteed by the U.S. Government 5612 16,002 5613 10,879 5614 0 M.5.
a. Guaranteed portion of loans
and leases included in
Schedule HC-H, Memoranda
item 5 5615 16,002 5616 10,879 5617 0 M.5.a.

</TABLE>

<TABLE>

Items 6.a through 6.b are to be reported only by bank
holding companies with total consolidated assets of $1 billion or
more, or with $2 billion or more in par/notional amounts of
off-balance-sheet derivative contracts (as reported in
Schedule HC-F, Part III, items 1.a through 1.e).

(Column A) (Column B)
Past due Past due 90
30 through 89 days or more
days and still and still
accruing accruing
BHCK Bil Mil Thou BHCK Bil Mil Thou

6. Interest rate, foreign exchange
rate, and commodity and
equity contracts:
a. Book value of amounts
carried as assets 3522 0 3528 0 M.6.a.
b. Replacement cost of contracts
with a positive replacement
value 3529 0 3530 0 M.6.b.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-I--Risk-Based Capital
This schedule is to be submitted on a consolidated basis only by the top-tier
bank holding company when the total
consolidated assets of the company are $150 million or more.

RISK WEIGHT
Part I. Balance sheet assets (Column A) (Column B) (Column C) (Column D)
Line item descriptions 0% 20% 50% 100%
Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
BHC0 BHC2 BHC5 BHC9

1. Cash and due from depository
institutions 0010 280,637 413,211 0 1.
2. Securities 0390 442,985 1,333,049 220,482 301,609 2.
3. Federal funds sold and securities
purchased under agreements to
resell 1350 182,000 457,985 0 3.
4. Loans and lease financing
receivables 2122 0 358,131 2,495,394 7,119,860 4.
5. Trading assets 3545 4,232 4,394 0 0 5.
6. All other assets (excluding
goodwill) 6563 16,285 15,174 1,989 848,603 6.
7. Total gross assets (sum of
items 1 through 6) (Sum of
columns A through D must equal
Schedule HC, item 12, plus
items 4.b and 4.c minus item
10.c and minus memoranda
items 2 and 4 below) 6598 926,139 2,581,944 2,717,865 8,270,072 7.

</TABLE>

<TABLE>

Memoranda

<CAPTION>
BHCK Bil Mil Thou

1. Intangible assets (excluding goodwill, purchased mortgage servicing rights
and purchased credit card relationships) recorded on or before February 19,
1992 6442 13,545 M.1.
2. Reciprocal holdings of banking organizations' capital instruments 3836 0 M.2.
3. Nonreciprocal holdings of banking organizations' capital instruments 3837 0 M.3.
4. Capital investments in unconsolidated banking and finance subsidiaries
or associated companies controlled by the banking organization 6599 4,066 M.4.
5. On-balance-sheet asset values of interest rate, foreign exchange rate,
and commodity contracts (e.g., futures, exchange-traded options, forwards,
and interest rate swaps) other than margin accounts and accrued receivables
(include this amount in item 5, column A, or item 6, column A, as
appropriate) 3806 0 M.5.
6. Purchased mortgage servicing rights:
a. Discounted value 6443 16,619 M.6.a.
b. Fair market value 6438 29,905 M.6.b.
7. Purchased credit card relationships:
a. Discounted value 6444 0 M.7.a.
b. Fair market value 6439 0 M.7.b.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-1--Continued
Part II. Off-Balance-Sheet transactions (1)

<CAPTION>
RISK WEIGHT
(Column A) (Column B) (Column C) (Column D)
Line item descriptions 0% 20% 50% 100%
Bil Mil Thou bil Mil Thou Bil Mil Thou Bil Mil Thou
BHC0 BHC2 BHC5 BHC9
<S> <C> <C> <C> <C> <C> <C>

AMOUNTS CONVERTED AT 100%

1. Financial standby letters of
credit 6566 0 3,916 0 271,146 1.
2. Risk participations in bankers
acceptances
a. Risk participations acquired 3429 0 0 0 2.a.
b. Risk participations conveyed
to banks 6601 0 0 2.b.
3. Securities lent where the
banking organization lends its
securities or indemnifies
against loss of its customers'
securities 6602 0 0 0 0 3.
4. Assets sold with recourse 6603 0 0 0 0 4.
5. Other direct credit substitutes 6551 0 0 546,868 0 5.
AMOUNTS CONVERTED AT 50%
6. Performance standby letters
of credit 6570 0 99 0 41,634 6.
7. Commitments to extend credit,
to purchase assets, or to
participate in loans or leases
with an original maturity
exceeding one year 6572 0 0 0 1,100,529 7.
8. Revolving underwriting
facilities (RUFs), note
issuance facilities (NIFs),
and similar arrangements and
other transaction-related
contingencies 6574 0 0 0 0 8.
AMOUNTS CONVERTED AT 20%
9. Commercial and similar letters
of credit collateralized by the
underlying shipments and other
short-term self-liquidating
trade-related contingencies
arising from the movement of
goods 6575 0 0 0 9,446 9.
--------
INTEREST RATE AND FOREIGN
EXCHANGE CONTRACTS
10. Credit equivalent amount of
interest rate contracts 6576 0 5,454 5,364 10.
11. Credit equivalent amount of
foreign exchange contracts 6608 0 1,043 0 11.

<F1>
- ----------
(1) The amounts reported in Part II, items 1-9, are credit equivalent,
that is, the gross amounts outstanding
multiplied by the appropriate conversion factor. For example, the sum of
item 6, columns A through D for
performance standby letters of credit should equal 50% of the total amount
outstanding of performance
standby letter of credit issued by the reporting bank holding company.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-1--Continued

Part II. Off-balance-sheet transactions (continued)
Memoranda

Dollar Amounts in Thousands
BHCK Bil Mil Thou

1. Current credit exposure across all off-balance-sheet derivative contracts
covered by the risk-based capital standards 8764 3,357 M.1.

</TABLE>

<TABLE>

Part II. Off-balance-sheet transcations (continued)

With a remaining maturity of
(Column A) (Column B) (Column C)
Over one year
One year or less through five years Over five years
Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou

2. Notional principal amounts of off-balance-
sheet derivative contracts (exclude foreign
exchange contracts with an original
maturity of 14 days or less and futures
contracts:
a. Interest rate contracts 511,184 1,559,885 108,519 M.2.a.
BHCK 3809 BHCK 8766 BHCK 8767
b. Foreign exchange contracts 16,222 0 0 M.2.b.
BHCK 3812 BHCK 8769 BHCK 8770
c. Gold contracts 0 0 0 M.2.c.
BHCK 8771 BHCK 8772 BHCK 8773
d. Other precious metals contracts 0 0 0 M.2.d.
BHCK 8774 BHCK 8775 BHCK 8776
e. Other commodity contracts 0 0 0 M.2.e.
BHCK 8777 BHCK 8778 BHCK 8779
f. Equity derivative contracts 0 0 0 M.2.f.
BHCK A000 BHCK A001 BHCK A002

</TABLE>

<PAGE>

<TABLE>

Schedule HC-IC - Additional Detail on Capital Components
This schedule is to be submitted on a consolidated basis only by the
top-tier bank holding company when the total consolidated
assets of the company are $150 million or more.

BHCK Bil Mil Thou

1. Perpetual preferred stock (including related surplus):
a. Perpetual preferred stock eligible for inclusion in Tier 1
capital:
(1) Noncumulative perpetual preferred stock 5479 0 1.a.(1)
(2) Cumulative perpetual preferred stock 5990 0 1.a.(2)
b. Auction rate preferred stock and other perpetual preferred
stock deemed by the Federal Reserve to be eligible for Tier 2
capital only 6577 0 1.b.
2. Total perpetual debt 2775 0 2.
3. Common or perpetual preferred stock dedicated to retire or redeem
outstanding equity contract notes 3291 49,968 3.
4. Common or perpetual preferred stock dedicated to retire or redeem
outstanding equity commitment notes 3294 0 4.
5. Intermediate preferred stock with an original weighted average
maturity of 5 years or more; subordinated debt with an original
weighted average maturity of 5 years or more; or unsecured
long-term debt issued by BHC prior to March 12, 1988, that
qualified as secondary capital when issued with a remaining
maturity of:
a. Over 5 years 6579 274,625 5.a.
b. Greater than 4 years up to and including 5 years 6580 0 5.b.
c. Greater than 3 years up to and including 4 years 6581 49,968 5.c.
d. Greater than 2 years up to and including 3 years 6582 0 5.d.
e. Greater than 1 year up to and including 2 years 6583 0 5.e.
f. 0 up to and including 1 years 6584 0 5.f.
6. Long-term preferred stock with an original maturity of 20 years
or more with a remaining maturity of:
a. Over 5 years 3791 0 6.a.
b. Greater than 4 years up to and including 5 years 3790 0 6.b.
c. Greater than 3 years up to and including 4 years 3789 0 6.c.
d. Greater than 2 years up to and including 3 years 3788 0 6.d.
e. Greater than 1 year up to and including 2 years 3787 0 6.e.
f. 0 up to and including 1 years 3786 0 6.f.
7. Offsetting debit to the liability (i.e., the contra account) for
Employee Stock Ownership Plan (ESOP) debt guaranteed by the
reporting bank holding company (included in Schedule HC, item 27.g) 2771 0 7.
8. Treasury stock (including offsetting debit to the liability for
ESOP debt) (sum of items 8.a and 8.b equals Schedule HC,
item 27.g):
a. In the form of perpetual preferred stock 5483 0 8.a.
b. In the form of common stock 5484 0 8.b.
9. Unsecured long-term debt issued prior to March 12, 1988, that
qualified as secondary capital when issued 3455 0 9.<PAGE>

</TABLE>

<TABLE>

Schedule HC-J Risk-Based Capital Excluding Securities Affiliates
(For use by bank holding companies with Section 20 Securities Affiliates)

MUST BE COMPLETED IN CONJUNCTION WITH SCHEDULE HC-I

RISK WEIGHT
Part I. Balance sheet assets (Column A) (Column B) (Column C) (Column D)
Line item descriptions: 0% 20% 50% 100%
Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
BHCO BHC2 BHC5 BHC9

1. Cash and due from depository institutions 6609 N/A N/A N/A 1.
2. Securities 6610 N/A N/A N/A N/A 2.
3. Federal funds sold and securities
purchased under agreements to resell 6611 N/A N/A N/A 3.
4. Loans and lease financing receivables 6612 N/A N/A N/A N/A 4.
5. Trading assets 6613 N/A N/A N/A N/A 5.
6. Investments in and receivables due from
securities affiliates 6614 N/A N/A N/A 6.
7. All other assets 6615 N/A N/A N/A N/A 7.
8. Total gross assets (sum of items 1 through 6616 N/A N/A N/A N/A 8.
7)

</TABLE>

<TABLE>

Part II. Off-balance-sheet transactions

<CAPTION>
RISK WEIGHT
(Column A) (Column B) (Column C) (Column D)
0% 20% 50% 100%
Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
BHCO BHC2 BHC5 BHC9

AMOUNTS CONVERTED AT 100%
1. Securities lent where the banking
organization lends its own securities
or indemnifies against loss of its
customers' securities (include securities
lent collateralized by cash) 6617 N/A N/A N/A N/A 1.
2. Assets sold with recourse 6618 N/A N/A N/A N/A 2.
3. Other direct credit substitutes 6620 N/A N/A N/A N/A 3.
AMOUNTS CONVERTED AT 50%
4. Transaction-related contingencies 6621 N/A N/A N/A N/A 4.
AMOUNTS CONVERTED AT 20%
5. Commercial and similar letters of credit
collateralized by the underlying
shipments and other short-term
self-liquidating trade-related
contingencies arising from the movement
of goods 6622 N/A N/A N/A N/A 5.
INTEREST RATE AND FOREIGN EXCHANGE
CONTRACTS
6. Credit equivalent amount of interest
rate foreign exchange, and commodity
contracts 6623 N/A N/A N/A 6.

</TABLE>

<PAGE>

<TABLE>

Schedule HC-J Continued
(For use by bank holding companies with Section 20 Securities Affiliates)

Memoranda Dollar Amounts in Thousands
BHCK Bil Mil Thou

1. Current credit exposure across all off-balance-sheet derivative
contracts converted by the risk-based capital standards A103 N/A M.1.

</TABLE>

<TABLE>

Memoranda

<CAPTION>
With a remaining maturity of
(Column A) (Column B) (Column C)
Over one year
One year or less through five years Over five years
Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou

2. Notional principal amounts
off-balance-sheet derivative
contracts (exclude foreign
exchange contracts with an
original maturity of 14 days
or less and futures contracts):
a. Interest rate contracts N/A N/A N/A M.2.a.
BHCK 6625 BHCK A104 BHCK A105
b. Foreign exchange contracts N/A N/A N/A M.2.b.
BHCK 6716 BHCK A106 BHCK A107
c. Gold contracts N/A N/A N/A M.2.c.
BHCK A108 BHCK A109 BHCK A110
d. Other precious metals contracts N/A N/A N/A M.2.d.
BHCK A111 BHCK A112 BHCK A113
e. Other commodity contracts N/A N/A N/A M.2.e.
BHCK A114 BHCK A115 BHCK A116
f. Equity derivative contracts N/A N/A N/A M.2.f.
BHCK A117 BHCK A118 BHCK A119

</TABLE>

<TABLE>

Memoranda

BHCK Bil Mil Thou
<S> <C> <C> <C>

2. Quarterly average for the total consolidated assets of the reporting bank
holding company excluding the assets of its Section 20 securities affiliate 5991 N/A M.3.

Part III. Additional Capital Components

1. Capital investment in securities affiliate (as defined by SEC) 6718 N/A 1.
2. Loans and advances to the securities affiliate from the parent bank holding
company or its nonbank subsidiaries:
a. Collateralized in accordance with Federal Reserve Board Order or
other board rulings 6719 N/A 2.a.
b. Otherwise collateralized or unsecured 6720 N/A 2.b.
3. Unutilized commitments (including unsecured loan facilities) to Section 20
securities affiliates from the parent bank holding company or its subsidiaries 5992 N/A 3.

</TABLE>

<PAGE>

Notes to the Balance Sheet

Enter in the lines provided below any additional information on specific
line items on the balance sheet or its
supporting schedules that the bank holding company wishes to explain,
that has been separately disclosed in the
bank holding company's quarterly reports to its shareholders, in its press
releases, or on its quarterly reports
to the Securities and Exchange Commission (SEC). Also include any
transactions which previously would have
appeared as footnotes to Schedule HC through HC-J.

Each additional piece of information disclosed should include the appropriate
reference to schedule and item
number, as well as a description of the additional information and the
dollar amount (in thousands of dollars)
associated with that disclosure.

Example

A bank holding company has guaranteed a new loan for its leveraged Employee
Stock Ownership Plan (ESOP) for
$750 thousand and that amount has increased the bank holding company's
long-term unsecured debt by a material
amount. The bank holding company has disclosed that change to its
stockholders and to the SEC. Enter on the
line item below the following information:

TEXT BHCK Bil Mil Thou
0000 Sch. HC, item 17, New loan to holding company's ESOP
guaranteed by bank holding company 0000 750

<TABLE>

Notes to Balance Sheet

Dollar amount in thousands
TEXT BHCK Bil Mil Thou

1. 5356 Net unrealized loss on equity securities with
readily determinable fair values reported in
HC-A, Items 4.b and 5.b (net of tax effect) 5356 0 1.
2. 5357

5357 0 2.
3. 5358

5358 0 3.
4. 5359

5359 0 4.
5. 5360

5360 0 5.

</TABLE>
<PAGE>

Report of Income for Bank Holding Companies
Report all Schedules of the Report of Income on a calendar year-to-date
basis.

<TABLE>

Schedule HI - Consolidated Income Statement

Dollar Amounts in Thousands
BHCK Bil Mil Thou

1. Interest income
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Interest and fees on loans excluding obligations (other
than securities) of states and political subdivisions
in the U.S. 4393 204,919 1.a.(1)(a)
(b) Interest on obligations (other than securities) of
states and political subdivisions in the U.S.:
(1) Taxable obligations 4503 0 1.a.(1)(b)(1)
(2) Tax-exempt obligations 4504 3,573 1.a.(1)(b)(2)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4059 10 1.a.(2)
b. Income from lease financing receivables:
(1) Taxable lease financing receivable income 4505 51 1.b.(1)
(2) Tax-exempt lease financing receivable income 4307 0 1.b.(2)
c. Interest income on balances due from depository institutions
(1) In domestic offices 4105 1 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4106 0 1.c.(2)
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government Agency and
corporation obligations 4027 29,548 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities 4506 0 1.d.(2)(a)
(b) Tax-exempt securities 4507 1,004 1.d.(2)(b)
(3) U.S. Securities:
(a) Debt securities 4394 6,451 1.d.(3)(a)
(b) Equity securities (including Federal Reserve Stock) 4395 970 1.d.(3)(b)
(4) Foreign securities:
(a) Debt securities 1638 0 1.d.(4)(a)
(b) Equity securities 1639 0 1.d.(4)(b)
e. Interest income from assets held in trading accounts 4069 39 1.e.
f. Interest income on federal funds sold and securities purchased under
agreements to resell in domestic offices of bank holding company, of
Edge and Agreement subsidiaries and in IBFS 4020 6,410 1.f.
g. Other interest income 4518 0 1.g.
h. Total interest income (sum of items 1.a through 1.g) 4107 252,976 1.h.
2. Interest expense
a. Interest on deposits:
(1) In domestic offices:
(a) Interest on certificates of deposit of $100,000 or more 4174 3,099 2.a.(1)(a)
(b) Interest on other time deposits of $100,000 or more 6760 2 2.a.(1)(b)
(c) Interest on other deposits 6761 73,656 2.a.(1)(c)
(2) In foreign offices, Edge and Agreement subsidiaries and IBFs 4172 3 2.a.(2)
b. Expense on federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank holding
company, of Edge and Agreement subsidiaries and in IBFs 4180 16,005 2.b.
c. Interest on borrowed funds (excluding subordinated notes and
debentures) 4396 2,847 2.c.
d. Interest on subordinated notes and debentures and on mandatory
convertible securities 4397 6,950 2.d.
e. Other interest expense 4398 247 2.e.
f. Total interest expense (sum of items 2.a through 2.e) 4073 102,809 2.f.
3. Net interest income (item 1.h minus items 2.f) 4074 150,167 3.
4. Provisions:
a. Provision for loan and lease losses (from Schedule HI-B, Part II item 4) 4230 10,100 4.a.
b. Provision for allocated transfer risk 4243 0 4.b.

5. Noninterest Income
a. Income from fiduciary activities: 4070 13,538 5.a.
b. Service charges, commissions and fees:
(1) Service charges on deposit accounts 4483 25,015 5.b.(1)
(2) Other service charges, commissions, and fees 4399 27,042 5.b.(2)
c. Trading gains (losses) and fees from foreign exchange transactions
or other gains (losses) from foreign transactions 1655 0 5.c.
d. Other gains (losses) and fees from trading assets and liabilities 4077 624 5.d.
e. Other noninterest income 4078 8,537 5.e.
f. Total noninterest income (sum of items 5.a through 5.e) 4079 74,756 5.f.
6. a. Realized gains (losses) on held-to-maturity securities 3521 0 6.a.
b. Realized gains (losses) on available-for-sale securities 3196 (2,410) 6.b.
7. Noninterest expense:
a. Salaries and employee benefits 4135 76,316 7.a.
b. Expense on premises and fixed assets, net of rental income 4217 18,708 7.b.
c. Other noninterest expense 4092 48,973 7.c.
d. Total noninterest expense (sum of items 7.a through 7.c) 4093 143,997 7.d.
8. Income (loss) before income taxes, extraordinary items, and other
adjustments (sum of items 3, 5.f, 6.a, and 6.b minus items 4.a,
4.b, and 7.d) 4301 68,416 8.
9. Applicable income taxes (foreign and domestic) 4302 23,330 9.
10. Minority Interest 4484 0 10.
11. Income (loss) before extraordinary items and other adjustments
(item 8 minus items 9 and 10) 4300 45,086 11.
12. Extraordinary items, net of applicable taxes and minority interest 4320 0 12.
13. Net income (loss) (sum of items 11 and 12) 4340 45,086 13.

</TABLE>

<TABLE>

Memoranda

BHCK Bil Mil Thou

1. Net interest income (item 3 above) on a fully taxable equivalent basis 4519 152,948 M.1.
2. Net income before income taxes, extraordinary items, and other
adjustments (item 8 above) on a fully taxable equivalent basis 4592 71,192 M.2.
3. Estimated foreign tax credit (included in applicable income taxes,
items 9 and 12 above) 4309 0 M.3.
4. Income taxes applicable to gains (losses) on securities not held in
trading accounts (included in item 9 above) 4219 (844) M.4.
5. Service charges, commissions, and fees (other than service charges on
deposit accounts.)
Itemize and describe the three largest amounts that exceed 10 percent
of Schedule HI, item 5.b(2)

For Federal
Reserve Use
Only
a. TEXC 8557 TEXT
8557 Mortgage servicing 8557 4,442 M.5.a.
b. TEXC 8558 TEXT
8558 Bankcard Fees 8558 13,785 M.5.b.
c. TEXC 8559 TEXT
8559 8559 0 M.5.c.
6. Other noninterest income:
a. Net gains on sales of loans 8560 0 M.6.a.
b. Net gains on other real estate owned 8561 0 M.6.b.
c. Itemize and describe the three largest amounts that exceed 10% of
Schedule HI, item 5.e (excluding amounts reported in Memoranda
items 6.a and 6.b above):

For Federal
Reserve Use
Only
(1). TEXC 8562 TEXT
8562 Personalized Check Sales 8562 2,004 M.6.c.(1)
(2). TEXC 8563 TEXT
8563 Gain on Sale of Mortgage Servicing 8563 5,900 M.6.c.(2)
(3). TEXC 8564 TEXT
8564 8564 0 M.6.c.(3)

7. Other noninterest expense (itemize and describe the three largest
amounts that exceed 10% of Schedule HI, item 7.c)

For Federal
Reserve Use
Only
a. TEXC 8565 TEXT
8565 8565 0 M.7.a
b. TEXC 8566 TEXT
8566 8566 0 M.7.b
c. TEXC 8567 TEXT
8567 8567 0 M.7.c

8. Extraordinary items and other adjustments (from Schedule HI, item 12)
(itemize all extraordinary items and other adjustments)

For Federal
Reserve Use
Only
a.(1) TEXC 3571 TEXT
3571 3571 0 M.8.a.(1)
(2) Applicable income tax effect BHCK 3572 0 M.8.a.(2)
For Federal
Reserve Use
Only
b.(1) TEXC 3573 TEXT
3573 3573 0 M.8.b.(1)
(2) Applicable income tax effect BHCK 3574 0 M.8.b.(2)
For Federal
Reserve Use
Only
c.(1) TEXC 3575 TEXT
3575 3575 0 M.8.c.(1)
(2) Applicable income tax effect BHCK 3576 0 M.8.c.(2)

9. Trading revenue (from cash instruments and off-balance-sheet derivative
instruments included in Schedule HI, items 5.c. and 5.d):
a. Interest rate exposure 8757 0 M.9.a.
b. Foreign exchange exposures 8758 7 M.9.b.
c. Equity security and index exposures 8759 0 M.9.c.
d. Commodity and other exposures 8760 0 M.9.d.
10. Impact on income of off-balance sheet derivatives held for purposes
other than trading:
a. Net increase (decrease) to interest income 8761 (2,080) M.10.a.
b. Net (increase) decrease to interest expense 8762 0 M.10.b.
c. Other(noninterest) allocations 8763 (1,466) M.10.c.
11. Income from the sale and servicing of mutual funds and annuities
(in domestic offices) 8431 89 M.11.

</TABLE>

<PAGE>

<TABLE>

Schedule HI-A - Changes in Equity Capital

Dollar Amounts in Thousands
BHCK Bil Mil Thou

1. Equity capital end of previous calendar year 3215 1,126,065 1.
2. Equity capital adjustments from amended Reports of Income, net 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2) 3217 1,126,065 3.
bhct
4. Net income (loss) (must equal Schedule HI, item 13) 4340 45,086 4.
5. Sale of perpetual preferred stock: BHCK
a. Sale of perpetual preferred stock, gross 3577 0 5.a.
b. Conversion or retirement of perpetual preferred stock 3578 0 5.b.
6. Sale of common stock:
a. Sale of common stock, gross 3579 65,063 6.a.
b. Conversion or retirement of common stock 3580 0 6.b.
7. Changes incident to business combinations, net 4356 0 7.
8. LESS: Cash dividends declared on perpetual preferred stock 4598 0 8.
9. LESS: Cash dividends declared on limited-life preferred stock 4599 0 9.
10. LESS: Cash dividends declared on common stock 4460 15,292 10.
11. Cumulative effect of changes in accounting principles from prior years 4411 0 11.
12. Corrections of material accounting errors from prior years 4412 0 12.
13. Changes in net unrealized holding gains (losses) on available-for-sale
securities 8433 19,148 13.
14. Sales of treasury stock 4782 0 14.
15. LESS: Purchases of treasury stock 4783 24,482 15.
16. Change in the offsetting debit to the liability for Employee Stock
Ownership Plan
(ESOP) debt guaranteed by the bank holding company 4591 0 16.
17. Other adjustments to equity capital (not included above) 3581 0 17.
18. Foreign currency translation adjustments 4414 0 18.
19. Equity capital at end of period (sum of items 3 through 18) bhct
(must equal item 27.h on Schedule HC, Balance Sheet) 3210 1,215,588 19.

</TABLE>

<TABLE>

Memoranda

BHCK Bil Mil Thou

1. Sale of limited-life preferred stock 4629 0 M.1.
2. Sale of equity commitment notes 4631 0 M.2.
3. Sale of equity contract notes 4632 0 M.3.

</TABLE>

Schedule HI-B - Charge-Offs and Recoveries and Changes in
Allowance for Loan and Lease Losses

Dollar Amounts in Thousands
1. Charge-offs and Recoveries on Loans and Leases Charge-offs Recoveries
(Fully consolidated) (Column A) (Column B)
BHCK Bil Mil Thou BHCK Bil Mil Thou

1. Loans secured by real estate:
a. To U.S. addressees 4651 2,268 4661 2,711 1.a.
b. To non-U.S. addressees 4652 0 4662 0 1.b.
2. Commercial and industrial loans:
a. To U.S. addressees 4645 317 4617 1,565 2.a.
b. To non-U.S. addressees 4646 0 4618 0 2.b.
3. Loans to depository institutions:
a. To U.S. banks and other U.S. depository institutions 4653 0 4663 0 3.a.
b. To foreign banks 4654 0 4664 0 3.b.
4. Loans to finance agricultural production and other loans
to farmers 4655 0 4665 8 4.
5. Loans to individuals for household, family and other
personal expenditures:
a. Credit cards and related plans 4656 11,229 4666 1,185 5.a.
b. Other (includes single payment, installment, and all
student loans) 4657 3,041 4667 1,232 5.b.
6. Loans to foreign governments and official institutions 4643 0 4627 0 6.
7. All other loans 4644 2,138 4628 74 7.
8. Lease financing receivables:
a. To U.S. addressees 4658 0 4668 0 8.a.
b. To non-U.S. addresses 4659 0 4669 0 8.b.
9. TOTAL (sum of items 1 through 8) 4635 18,993 4605 6,775 9.

</TABLE>

<TABLE>

Memoranda

<CAPTION>
BHCK Bil Mil Thou BHCK Bil Mil Thou

1. Loans secured by real estate in domestic offices (included
in Schedule HI-B, part I, item 1 above):
a. Construction and land development 3582 900 3583 1,427 M.1.a.
b. Secured farmland 3584 0 3585 0 M.1.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family
residential properties and extended under lines of
credit 5411 0 5412 0 M.1.c.(1)
(2) All other loans secured by 1-4 family residential
properties 5413 407 5414 390 M.1.c.(2)
d. Secured by multifamily (5 or more) residential
properties 3588 0 3589 2 M.1.d.
e. Secured by nonfarm nonresidential properties 3590 961 3591 884 M.1.e.
2. Loans to finance commercial real estate, construction, and
land development activities included in Part I, items 2 and 7 above 5409 0 5410 0 M.2.

</TABLE>

<TABLE>
Schedule HI-B - Continued

<CAPTION>
Dollar Amounts in Thousands
II. Allowance for loan and lease losses BHCK Bil Mil Thou

1. Balance at end of previous year 3124 219,189 1.
bhct
2. Recoveries (must equal Part I, item 9, Column B, above) 4605 6,775 2.
3. Adjustments: BHCK
a. Changes incident to mergers and absorptions, net 4776 5,631 3.a.
b. Other adjustments 6765 0 3.b.
4. Provision for loan and lease losses (must equal Schedule HI bhct
Income Statement, item 4.a) 4230 10,100 4.
5. LESS: Charge-offs (must equal Part I, item 9, Column A, above) 4635 18,993 5.
BHCK
6. Foreign currency translation adjustments 3297 0 6.
7. Balance at end of period (sum of items 1 through 4 and item 6 bhct
minus item 5) (must equal item 4.b on Schedule HC - Balance
Sheet) 3123 222,702 7.

</TABLE>

<PAGE>
Notes to the Income Statement

Enter in the lines provided below any additional information on specific
line items on the income statement or to its schedules
that the bank holding company wishes to explain, that has been
separately disclosed in the bank holding company's quarterly
reports to its shareholders, in its press releases, or on its
quarterly reports to the Securities and Exchange Commission
(SEC). Exclude any transactions that have been separately disclosed
under the reporting requirements specified in Memoranda
items 5 through 8 to Schedule HI, the Consolidated Income Statement.

Also include any transactions which previously would have appeared as
footnotes to Schedules HI through HI-B.

Each additional piece of information disclosed should include the
appropriate reference to schedule and item number, as well as
a description of the additional information and the dollar amount
(in thousands of dollars) associated with that disclosure.

Example

A bank holding company has received $1.35 million of back interest on
loans and leases that are currently in nonaccrual status.
The holding company's interest income for the quarter shows that
increase which has been disclosed in the report to the stockholders
and to the SEC. Enter on the line below the following information:

TEXT BHCK Bil Mil Thou
0000 Sch. HI, item 1.a(1)(a), Recognition of interest
payments on nonaccrual loans to XYZ country 0000 1,350

Notes to Income Statement Dollar amount in thousands
TEXT BHCK Bil Mil Thou
1. 5351

5351 0 1.
2. 5352

5352 0 2.
3. 5353

5353 0 3.
4. 5354

5354 0 4.
5. 5355

5355 0 5.