CARDINAL HEALTH INC, S-3, 1995-01-10

CARDINAL HEALTH INC
S-3, 1995-01-10
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES

Previous: SMITH BARNEY SHEARSON AGGRESSIVE GROWTH FUND INC, N14EL24, 1995-01-10

Next: COAST DISTRIBUTION SYSTEM, SC 13G/A, 1995-01-10

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 1995

REGISTRATION NO. 33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------

CARDINAL HEALTH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
Ohio 31-0958666
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

</TABLE>
655 Metro Place South, Suite 925
Dublin, Ohio 43017
(614) 761-8700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------

ROBERT D. WALTER, Chairman
655 Metro Place South, Suite 925
Dublin, Ohio 43017
(614) 761-8700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------

COPIES TO:
<TABLE>
<S> <C>
JOHN M. GHERLEIN KEITH L. KEARNEY
Baker & Hostetler Davis Polk & Wardwell
3200 National City Center 450 Lexington Avenue
Cleveland, Ohio 44114 New York, New York 10017
(216) 861-7398 (212) 450-4000
</TABLE>
------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

From time to time after the effective date of this Registration Statement.

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

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities............... $150,000,000(2) 100% $150,000,000 $51,724
===================================================================================================
<FN>
(1) Estimated solely for the purpose of computing the registration fee.
(2) Plus such additional amount as may be necessary that, if any Debt Securities are issued with an
original issue discount, the aggregate initial offering price will equal $150,000,000.

</TABLE>
------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

In accordance with Rule 429, the prospectus contained in this Registration
Statement also relates to the Company's Registration Statement on Form S-3 (No.
33-62198) filed with the Securities and Exchange Commission on May 6, 1993.

<PAGE> 2

***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
* SUBJECT TO COMPLETION, DATED JANUARY 10, 1995 *
* *
***************************************************************************

[CARDINAL HEALTH, INC. LOGO]

DEBT SECURITIES

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

Cardinal Health, Inc. (the "Company" or "Cardinal") may offer and issue
from time to time unsecured debt securities in one or more series (the "Debt
Securities") up to an aggregate initial offering price not to exceed
$200,000,000 (or the equivalent in foreign-denominated currency or currency
units based on or relating to foreign currencies, including European Currency
Units). The Debt Securities will rank equally with all other current and future
unsecured indebtedness of the Company and prior to subordinated indebtedness, if
any. The Debt Securities may be sold for U.S. dollars, foreign-denominated
currency or currency units; principal of and interest on the Debt Securities may
likewise be payable in U.S. dollars, foreign-denominated currency or currency
units, in each case as the Company specifically designates.

The Debt Securities will be offered in amounts, at prices, with maturities
and on terms to be determined in light of market conditions at the time of the
offering and set forth in one or more accompanying prospectus supplements (the
"Prospectus Supplement"). The Prospectus Supplement will set forth the specific
designation, aggregate principal amount, authorized denominations and currency
or currency unit in which the Debt Securities may be purchased and in which the
principal and any interest is payable; purchase price, maturity, rate of or
manner of calculating interest, if any; time of payment of interest, if any;
terms, if any, for redemption at the option of the Company or the holder; terms
for sinking fund payments, if any; terms for any mandatory redemption; listing
on a securities exchange, if any; and any other specific terms relating to any
series of the Debt Securities.
------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The Debt Securities may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the Prospectus Supplement. Net
proceeds to the Company will be the purchase price in the case of a dealer, the
public offering price less discount in the case of an underwriter or the
purchase price less commission in the case of an agent; in each case, less other
attributable expenses of issuance and distribution. The Company may also sell
Debt Securities directly to investors on its own behalf. In the case of sales
made directly by the Company, no commission will be payable. See "Plan of
Distribution" for possible indemnification arrangements for dealers,
underwriters and agents.

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

The date of this Prospectus is January 10, 1995
<PAGE> 3

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR AN APPLICABLE PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER,
DEALER OR AGENT. THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF.
------------------

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). These reports and other information (including
proxy and information statements) filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at its
principal office at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, New York, New York 10048 and Chicago Regional
Office, 500 West Madison, 14th Floor, Chicago, Illinois 60661-2511. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. These
reports and other information (including proxy and information statements) can
also be inspected at the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.

This Prospectus constitutes a part of two Registration Statements filed by
the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statements, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statements and related exhibits for further information
with respect to the Company and the Debt Securities offered hereby. Statements
contained herein concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statements or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission pursuant
to the Exchange Act are hereby incorporated by reference in this Prospectus: (1)
Annual Report on Form 10-K for the fiscal year ended June 30, 1994, (2)
Quarterly Report on Form 10-Q for the quarter ended September 30, 1994, and (3)
Current Report on Form 8-K dated September 12, 1994.

All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the respective dates of filing
of said reports and other documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of
such person, a copy of any and all documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
submitted in writing to Cardinal Health, Inc., Attn.: David Bearman, Executive
Vice President and Chief Financial Officer (614) 761-8700.

2
<PAGE> 4

THE COMPANY

Cardinal is one of the nation's largest wholesale distributors of
pharmaceuticals and related health care products. Its customers include
hospitals and managed care facilities, independent retail drug stores, chain
drug stores, and the pharmacy departments of supermarkets and mass
merchandisers, as well as customers for specialty products, including physicians
and clinics.

As a full-service wholesale distributor, Cardinal complements its
distribution activities by offering a broad range of value-added support
services to assist customers and suppliers in maintaining and improving their
market positions and to strengthen Cardinal's role in the chain of distribution.
These support services include computerized order entry and order confirmation
systems, customized invoicing, generic sourcing programs, product movement and
management reports, consultation on store operation and merchandising, and
customer training.

Cardinal's proprietary software systems feature customized databases
specifically designed to help its customers order more efficiently, contain
costs and monitor their purchases which are covered by group contract purchasing
arrangements. Upon receipt of the customer's order at a distribution center,
Cardinal's warehouse management system processes the order and provides
customized price information to facilitate the customer's pricing of items.
Customer orders are routinely processed for next-day delivery, enabling the
Company's customers to minimize the size and carrying cost of their own
inventories. In addition, Cardinal's proprietary software systems facilitate
primary supply relationships between Cardinal and its customers and enable
Cardinal's customers to reduce their costs. These systems provide a variety of
information which helps the customer to identify the best price available under
group purchasing contracts with pharmaceutical manufacturers, maintain formulary
compliance, and better manage their own inventories.

In addition to its core drug wholesaling activities, Cardinal operates
several specialty health care businesses which offer value-added services to its
customers and suppliers while providing Cardinal with additional opportunities
for growth and profitability. For example, Cardinal's National PharmPak
subsidiary operates a pharmaceutical repackaging program for both independent
and chain customers. In January 1992, Cardinal formed National Specialty
Services, Inc., which distributes therapeutic plasma products and other
specialty pharmaceuticals to hospitals, clinics, and other managed care
facilities on a nationwide basis through telemarketing and direct mail programs.
Cardinal recently expanded its specialty wholesaling business through a merger
with PRN Services, Inc., a distributor of oncology and other specialty products
to clinics and physician groups across the United States. These specialty
distribution activities are part of Cardinal's overall strategy of developing
diversified products and services to enhance the profitability of its business
and the business of its customers and suppliers.

In February 1994, Cardinal completed its largest business combination
transaction when it merged with Whitmire Distribution Corporation ("Whitmire"),
a Folsom, California based drug wholesaler (the "Whitmire Merger"). The majority
of Whitmire's sales were concentrated in the western and central United States,
complementing Cardinal's former concentration of sales in the eastern United
States and positioning the combined company to service both customers and
manufacturers on a national basis. As a result of the Whitmire Merger, Cardinal
now maintains a network of distribution centers enabling it to routinely serve
the entire population of the continental United States on a next-day basis.

Cardinal has completed two additional business combinations since the
Whitmire Merger. On July 1, 1994, Cardinal acquired Humiston-Keeling, Inc., a
Calumet City, Illinois based drug wholesaler, serving customers located
primarily in the upper midwest region of the United States. On July 18, 1994,
Cardinal completed a merger with Behrens Inc., a Waco, Texas based drug
wholesaler, serving customers located primarily in Texas and adjoining states.

Cardinal's principal executive offices are located at 655 Metro Place
South, Suite 925, Dublin, Ohio 43017, and its telephone number is (614)
761-8700.

3
<PAGE> 5
<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES

FISCAL YEAR ENDED(1) THREE MONTHS ENDED
---------------------------------------------------------------- -------------------
MARCH 31, MARCH 31, MARCH 31, MARCH 31, JUNE 30, SEPTEMBER 30,
1990 1991 1992 1993 1994 1994
--------- --------- --------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges........ 1.6 1.8 2.2 2.8 3.7 6.2

<FN>
(1) On March 1, 1994, the Company changed its fiscal year from March 31 to June 30.

</TABLE>

The ratio of earnings to fixed charges is computed by dividing fixed
charges of the Company and entities 50% or more owned by the Company into
earnings before income taxes plus fixed charges. Fixed charges include interest
expense, amortization of debt offering costs, preferred stock dividend
requirements of subsidiaries, and the portion of rental expense which is deemed
to be representative of the interest factor.

USE OF PROCEEDS

Except as otherwise specified in the Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used by the Company to
finance working capital growth and for other general corporate purposes,
including, but not limited to, potential acquisitions. Although the Company
continually evaluates possible candidates for acquisition and intends to seek
opportunities to expand its health care distribution operations, no material
acquisition has been agreed upon or become the subject of a letter of intent or
agreement in principle.

4
<PAGE> 6

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be issued under an Indenture (hereinafter referred
to as the "Indenture") dated as of May 1, 1993, between the Company and Bank
One, Indianapolis, N.A., as Trustee (hereinafter referred to as the "Trustee").
The Indenture does not limit the amount of Debt Securities or any other debt
which may be incurred by the Company. The Indenture does not contain any
covenants or provisions that afford holders of Debt Securities protection in the
event of a highly leveraged transaction. The following statements are subject to
the detailed provisions of the Indenture, which is incorporated by reference as
an exhibit to the Registration Statement of which this Prospectus is a part and
which is also available for inspection at the office of the Trustee. Section
references are to the Indenture. Wherever particular provisions of the Indenture
are referred to, such provisions are incorporated by reference as a part of the
statements made and the statements are qualified in their entirety by such
reference.

GENERAL

The Indenture provides that the Debt Securities may be issued from time to
time in one or more series. The Prospectus Supplement which accompanies this
Prospectus will set forth the following terms of and information relating to the
Debt Securities offered thereby: (i) the designation and aggregate principal
amount of the Debt Securities; (ii) the date or dates on which principal of the
Debt Securities is payable; (iii) the rate or rates per annum at which the Debt
Securities will bear interest, if any, or the method by which such rate or rates
will be determined; (iv) the dates on which interest will be payable and the
related record dates; (v) any redemption, repayment or sinking fund provisions;
and (vi) any other specific terms of the Debt Securities.

Unless otherwise specified in the accompanying Prospectus Supplement,
principal and premium, if any, will be payable, and the Debt Securities will be
transferable and exchangeable without service charge, at the office of the
Trustee set forth in the Indenture.

Interest on any series of Debt Securities is to be payable on the interest
payment dates set forth in the accompanying Prospectus Supplement to the persons
in whose names the Debt Securities are registered at the close of business on
the related record dates, and, unless other arrangements are made, will be paid
by checks mailed to such persons. (Sections 2.7 and 3.1.)

Debt Securities may be issued as discounted debt securities (bearing no
interest or interest at a rate which at the time of issuance is below market
rates) and sold at a discount (which may be substantial) below their stated
principal amount ("Original Issue Discount Securities"). Federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Securities will be described in the Prospectus Supplement
relating thereto.

CERTAIN COVENANTS

The following summarizes certain provisions of Articles One and Three of
the Indenture.

Definitions. The term "Attributable Debt" means in connection with a sale
and lease-back transaction the lesser of (a) the fair value of the assets
subject to such transaction or (b) the aggregate of present values (discounted
at the weighted average Yield to Maturity of the Debt Securities of all series
then outstanding and compounded semiannually) of the obligations of the Company
and its Consolidated Subsidiaries for rental payments during the remaining term
of all leases.

The term "Consolidated Net Tangible Assets" means the aggregate amount of
assets after deducting therefrom (a) all current liabilities (excluding any
thereof constituting Funded Indebtedness by reason of being renewable or
extendable) and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, all as set forth on the
most recent balance sheet of the Company and its Consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles.

The term "Consolidated Subsidiary" means any Subsidiary substantially all
the property of which is located, and substantially all the operations of which
are conducted, in the United States of America whose

5
<PAGE> 7

financial statements are consolidated with those of the Company in accordance
with generally accepted accounting principles.

The term "Exempted Debt" means the sum of the following as of the date of
determination: (a) indebtedness of the Company and its Consolidated Subsidiaries
incurred after the date of the Indenture and secured by liens not permitted by
the limitation on liens provisions (Section 3.9), and (b) Attributable Debt of
the Company and its Consolidated Subsidiaries in respect of every sale and
lease-back transaction entered into after the date of the Indenture, other than
leases permitted by the limitation on sale and lease-back provisions. (Section
3.10)

The term "Funded Indebtedness" means all indebtedness having a maturity of
more than 12 months from the date as of which the amount thereof is to be
determined or having a maturity of less than 12 months but by its terms being
renewable or extendable beyond 12 months from such date at the option of the
borrower.

The term "Indebtedness" means all items classified as indebtedness on the
most recently available balance sheet of the Company and its Consolidated
Subsidiaries, in accordance with generally accepted accounting principles.

The term "Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration thereof following an Event of
Default.

The term "Senior Funded Indebtedness" means any Funded Indebtedness of the
Company that is not subordinated in right of payment to any other Indebtedness
of the Company.

The term "Subsidiary" means any corporation of which at least a majority of
the outstanding stock having voting power (under ordinary circumstances) to
elect a majority of the board of directors of said corporation is at the time
owned by the Company or by the Company and one or more Subsidiaries or by one or
more Subsidiaries.

The term "Yield to Maturity" means the yield to maturity on a series of
Debt Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.

Limitation on Liens. The Indenture provides that, so long as any of the
Debt Securities remain outstanding, the Company will not, nor will it permit any
Consolidated Subsidiary to, create or assume any indebtedness which is secured
by a lien (as defined) upon any assets, whether now owned or hereafter acquired,
of the Company or any such Consolidated Subsidiary without equally and ratably
securing the Debt Securities by a lien ranking ratably with and equal to such
secured indebtedness, except that the foregoing restriction shall not apply to
(a) liens existing on the date of the Indenture; (b) liens on assets of any
corporation existing at the time such corporation becomes a Consolidated
Subsidiary; (c) liens on assets existing at the time of acquisition thereof, or
to secure the payment of the purchase price of such assets, or to secure
Indebtedness incurred or guaranteed by the Company or a Consolidated Subsidiary
for the purpose of financing the purchase price of such assets or improvements
or construction thereof, which indebtedness is incurred or guaranteed prior to,
at the time of, or within 360 days after such acquisition (or in the case of
real property, completion of such improvement or construction or commencement of
full operation of such property, whichever is later); (d) liens securing
indebtedness owing by any Consolidated Subsidiary to the Company or another
wholly owned domestic Subsidiary; (e) liens on any assets of a corporation
existing at the time such corporation is merged into or consolidated with the
Company or a Subsidiary or at the time of a purchase, lease or other acquisition
of the assets of a corporation or firm as an entirety or substantially as an
entirety by the Company or a Subsidiary; (f) liens on any assets of the Company
or a Consolidated Subsidiary in favor of the United States of America or any
State thereof, or in favor of any other country, or political subdivision
thereof, to secure certain payments pursuant to any contract or statute or to
secure any indebtedness incurred or guaranteed for the purpose of financing all
or any part of the purchase price (or, in the case of real property, the cost of
construction) of the assets subject to such liens (including, but not limited
to, liens incurred in connection with pollution control, industrial revenue or
similar financings); (g)

6
<PAGE> 8

any extension, renewal or replacements (or successive extensions, renewals or
replacements) in whole or in part, of any lien referred to in the foregoing
clauses (a) to (f), inclusive; (h) certain statutory liens or other similar
liens arising in the ordinary course of business by the Company or a
Consolidated Subsidiary, or certain liens arising out of governmental contracts;
(i) certain pledges, deposits or liens made or arising under workers'
compensation or similar legislation or in certain other circumstances; (j)
certain liens in connection with legal proceedings, including certain liens
arising out of judgments or awards; (k) liens for certain taxes or assessments,
landlord's liens and liens and charges incidental to the conduct of the
business, or the ownership of the assets of the Company or of a Consolidated
Subsidiary, which were not incurred in connection with the borrowing of money
and which do not, in the opinion of the Company, materially impair the use of
such assets in the operation of the business of the Company or such Consolidated
Subsidiary or the value of such assets for the purposes thereof. Notwithstanding
the above, the Company or any Consolidated Subsidiary may, without securing the
Debt Securities, create or assume any indebtedness which is secured by a lien
which would otherwise be subject to the foregoing restrictions, provided that
after giving effect thereto the Exempted Debt then outstanding at such time does
not exceed 10% of the Consolidated Net Tangible Assets. (Section 3.9)

Limitation on Sale and Lease-Back Transactions. Sale and lease-back
transactions (except such transactions involving leases for less than three
years) by the Company or any Consolidated Subsidiary of any assets are
prohibited unless (a) the Company or such Consolidated Subsidiary would be
entitled to incur indebtedness secured by a lien on the assets to be leased in
an amount at least equal to the Attributable Debt in respect to such transaction
without equally and ratably securing the Debt Securities, or (b) the proceeds of
the sale of the assets to be leased are at least equal to their fair value as
determined by the Board of Directors of the Company and the proceeds are applied
to the purchase or acquisition (or, in the case of real property, the
construction) of assets or to the retirement of Senior Funded Indebtedness. The
foregoing limitation will not apply, if at the time the Company or any
Consolidated Subsidiary enters into such sale and lease-back transaction and,
after giving effect thereto, Exempted Debt does not exceed 10% of the
Consolidated Net Tangible Assets. (Section 3.10)

Merger, Consolidation, Sale, Lease or Conveyance. The Indenture provides
that the Company will not merge or consolidate with any other corporation and
will not sell, lease or convey all or substantially all its assets to any
person, unless the Company shall be the continuing corporation, or the successor
corporation or person that acquires all or substantially all the assets of the
Company shall be a corporation organized under the laws of the United States or
a State thereof or the District of Columbia and shall expressly assume all
obligations of the Company under the Indenture and the Debt Securities issued
thereunder, and immediately after such merger, consolidation, sale, lease or
conveyance, the Company, such person or such successor corporation shall not be
in default in the performance of the covenants and conditions of the Indenture
to be performed or observed by the Company. (Section 8.1)

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in principal amount of
the Debt Securities at the time outstanding of all series affected (voting as
one class), to modify the Indenture or any supplemental indenture or the rights
of the holders of the Debt Securities except that no such modification shall (i)
extend the final maturity of any of the Debt Securities 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 amount of an Original Issue Discount Security that would
be due and payable upon an acceleration of the maturity thereof pursuant to
Section 4.1 of the Indenture or the amount thereof provable in bankruptcy
pursuant to Section 4.2 of the Indenture, or impair or affect the right of any
holder of the Debt Securities to institute suit for the payment thereof without
the consent of the holder of each of the Debt Securities so affected, or (ii)
reduce the aforesaid percentage of Debt Securities, the consent of the holders
of which is required for any such modification, without the consent of the
holders of all Debt Securities then outstanding. (Section 7.2)

7
<PAGE> 9

EVENTS OF DEFAULT

An Event of Default with respect to Debt Securities of any series issued
under the Indenture is defined in the Indenture as being: default for 30 days in
payment of any interest upon any Debt Securities of such series; default in any
payment of principal or premium, if any, upon any Debt Securities of such
series; default in the payment of any sinking fund instalment payable by the
terms of the Debt Securities of such series; default by the Company in
performance of any other of the covenants or agreements in respect of the Debt
Securities of such series or the Indenture which shall not have been remedied
for a period of 90 days after written notice specifying that such notice is a
"Notice of Default" under the Indenture; or certain events involving bankruptcy,
insolvency or reorganization of the Company. (Section 4.1) The Indenture will
provide that the Trustee may withhold notice to the holders of any series of the
Debt Securities of any default (except in payment of principal of, or interest
on, such series of Debt Securities or in the payment of any sinking or purchase
fund instalment with respect to such series of Debt Securities) if the Trustee
considers it in the interest of the holders of such series of Debt Securities to
do so. (Section 4.11)

The Indenture provides that (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, or any sinking fund
instalment with respect to, any series of Debt Securities issued under such
Indenture or due to the default in the performance or breach of any other
covenant or warranty of the Company applicable to the Debt Securities of such
series but not applicable to all outstanding Debt Securities issued under such
Indenture shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of the Debt Securities of each
affected series issued under such Indenture and then outstanding (each such
series voting as a separate class) may then declare the principal of all Debt
Securities of such affected series and interest accrued thereon to be due and
payable immediately; and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in such Indenture
applicable to all outstanding Debt Securities issued thereunder and then
outstanding or due to certain events of bankruptcy, insolvency and
reorganization of the Company shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of all Debt
Securities issued under such Indenture and then outstanding (treated as one
class) may declare the principal of all such Debt Securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of (or premium, if any) or interest
on such Debt Securities) by the holders of a majority in principal amount of the
Debt Securities of all such affected series then outstanding. (Sections 4.1 and
4.10)

The holders of a majority in principal amount of the Debt Securities of
each series then outstanding and affected (with each series voting as a separate
class) shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee with respect to the Debt
Securities of such series under the Indenture, subject to certain limitations
specified in the Indenture, provided that the holders of such Debt Securities
shall have offered to the Trustee reasonable indemnity against expenses and
liabilities. (Sections 4.9 and 4.2(d))

The Indenture provides that no holder of Debt Securities may institute any
action against the Company under the Indenture (except actions for payment of
overdue principal or interest) unless such holder previously shall have given to
the Trustee written notice of default and continuance thereof and unless the
holders of not less than 25% in principal amount of the Debt Securities of each
affected series (with each series voting as a separate class) issued under the
Indenture and then outstanding shall have requested the Trustee to institute
such action and shall have offered the Trustee reasonable indemnity, the Trustee
shall not have instituted such action within 60 days of such request and the
Trustee shall not have received direction inconsistent with such written request
by the holders of a majority in principal amount of the Debt Securities of each
affected series (with each series voting as a separate class) issued under such
Indenture and then outstanding. (Sections 4.6, 4.7 and 4.9)

The Indenture will require the annual filing by the Company with the
Trustee of a written statement as to compliance with the principal covenants
contained in the Indenture. (Section 3.5)

8
<PAGE> 10

SATISFACTION AND DISCHARGE

The Indenture will cease to be of further effect and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of the Indenture upon compliance with
certain enumerated conditions, including the Company having paid all sums
payable by the Company under the Indenture, when either (a) the Company shall
have delivered to the Trustee for cancellation all Debt Securities theretofore
authenticated or (b) all Debt Securities not theretofore delivered to the
Trustee for cancellation shall have become due and payable or are by their terms
to become due and payable within one year. (Section 9.1)

THE TRUSTEE

Bank One, Indianapolis, N.A. serves as Trustee for the Company's 6 1/2%
Notes due 2004 issued under the Indenture, and under a separate indenture
pertaining to the Company's 8% Notes due 1997 and serves as transfer agent for
the Company's Common Shares.

9
<PAGE> 11

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities being offered hereby in any of
four ways: (i) through underwriters, (ii) through dealers, (iii) through agents,
or (iv) directly to purchasers. The Prospectus Supplement will set forth the
terms of any offering of a particular series of Debt Securities and will
include, without limitation, (i) the name or names of any underwriters, dealers
or agents with which the Company has entered into arrangements with respect to
the sale of such Debt Securities; (ii) the initial public offering or purchase
price of such Debt Securities; (iii) the principal amounts of the Debt
Securities to be purchased by any such underwriters, dealers or agents; (iv) any
underwriting discounts, commissions and other items constituting underwriters'
compensation and any other discounts, concessions or commissions allowed or
reallowed or paid by any underwriters to other dealers; (v) any commissions paid
to any agents; (vi) the net proceeds to the Company from the sale of such Debt
Securities; and (vii) the securities exchanges, if any, on which such Debt
Securities will be listed.

If underwriters are used in the offering of Debt Securities, the Debt
Securities being sold will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of such resale. Unless otherwise set forth in an
applicable Prospectus Supplement, the obligations of the underwriters to
purchase such Debt Securities will be subject to certain conditions precedent
and each of the underwriters with respect to such Debt Securities will be
obligated to purchase all of the Debt Securities allocated to it if any such
Debt Securities are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.

If dealers are utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to such dealers, as principals. The dealers may then resell such Debt Securities
to the public at varying prices to be determined by such dealers at the time of
resale.

Offers to purchase Debt Securities may be solicited by agents designated by
the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of the Debt Securities in respect to which this Prospectus is delivered
will be named, and any commission payable by the Company to such agent set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best-efforts basis for
the period of its appointment.

Offers to purchase Debt Securities may be solicited, and sales thereof may
be made directly by the Company to institutional investors or others, who may be
deemed to be underwriters within the meaning of the Securities Act with respect
to resales thereof.

Underwriters, dealers and agents participating in the distribution of Debt
Securities may be deemed to be "underwriters," as that term is defined under the
Securities Act, and any discounts and commissions received by them and any
profit realized by them on the resale thereof may be deemed to be underwriting
discounts and commissions, under the Securities Act. Underwriters, dealers and
agents participating in the distribution of Debt Securities may be entitled
under agreements entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under the Securities
Act. Such underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course of
business.

LEGAL MATTERS

Unless otherwise indicated in the Prospectus Supplement relating to the
Debt Securities, certain legal matters in connection with the Debt Securities
will be passed upon for the Company by Baker & Hostetler, Columbus, Ohio.
Michael E. Moritz, a director of the Company, is a partner of Baker & Hostetler
and is the beneficial owner of 535,713 Common Shares and options to purchase
11,212 Common Shares. Certain legal matters in connection with the Debt
Securities offered hereby will be passed upon for the underwriters, if any, by
Davis Polk & Wardwell, New York, New York.

10
<PAGE> 12

EXPERTS

The consolidated financial statements of the Company and its consolidated
subsidiaries as of June 30, 1994, and for the year then ended and the
consolidated financial statements of the Company and its consolidated
subsidiaries, except Whitmire Distribution Corporation, as of March 31, 1993 and
1992, and for the years then ended, incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended June 30, 1994,
have been audited by Deloitte & Touche LLP as stated in their report which is
incorporated herein by reference (which report expresses an unqualified opinion
and includes an explanatory paragraph referring to the change in the method of
accounting for income taxes). The financial statements of Whitmire Distribution
Corporation (consolidated with those of the Company in the consolidated
financial statements for the years ended March 31, 1993 and 1992) have been
audited by Arthur Andersen LLP, as stated in its report which is incorporated
herein by reference from the Company's Annual Report on Form 10-K for the year
ended June 30, 1994. Such consolidated financial statements of the Company and
its consolidated subsidiaries are incorporated by reference herein in reliance
upon the respective reports of such firms given upon their authority as experts
in accounting and auditing. Both of the foregoing firms are independent
auditors.

11
<PAGE> 13

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses in connection with the issuance and distribution of the
securities being registered are as follows:

<TABLE>
<S> <C>
Registration Fee -- Securities and Exchange Commission................... $ 51,724
Trustee's Fees and Expenses*............................................. 5,000
Accounting Fees and Expenses*............................................ 25,000
Blue Sky Fees and Expenses (including related fees and expenses of
counsel)*.............................................................. 15,000
Legal Fees and Expenses*................................................. 40,000
Printing Expenses*....................................................... 30,000
Rating Agency Fees*...................................................... 100,000
Miscellaneous Expenses*.................................................. 8,276
--------
TOTAL............................................................... $275,000
========
<FN>
- ---------------
* Estimated

</TABLE>

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.

Article 6 of Cardinal's Code of Regulations contains certain
indemnification provisions adopted pursuant to authority contained in Section
1701.13(E) of the Ohio Revised Code. Cardinal's Code of Regulations provides for
the indemnification of its officers, directors, employees, and agents against
all expenses with respect to any judgments, fines, and amounts paid in
settlement, or with respect to any threatened, pending, or completed action,
suit, or proceeding to which they were or are parties or are threatened to be
made parties by reason of acting in such capacities, provided that it is
determined, either by a majority vote of a quorum of disinterested directors of
Cardinal or the shareholders of Cardinal or otherwise as provided in Section
1701.13(E) of the Ohio Revised Code, that (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
Cardinal; (b) in any action, suit, or proceeding by or in the right of Cardinal,
they were not, and have not been adjudicated to have been, negligent or guilty
of misconduct in the performance of their duties to Cardinal; and (c) with
respect to any criminal action or proceeding, that they had no reasonable cause
to believe that their conduct was unlawful. Section 1701.13(E) provides that to
the extent a director, officer, employee, or agent has been successful on the
merits or otherwise in defense of any such action, suit, or proceeding, he shall
be indemnified against expenses reasonably incurred in connection therewith. At
present there are no material claims, actions, suits, or proceedings pending
where indemnification would be required under these provisions, and Cardinal
does not know of any such threatened claims, actions, suits, or proceedings
which may result in a request for such indemnification.

Cardinal has entered into indemnification contracts with each of its
directors and executive officers. These contracts generally: (i) confirm the
existing indemnity provided to them under Cardinal's Code of Regulations and
assure that this indemnity will continue to be provided; (ii) provide that if
Cardinal does not maintain directors' and officers' liability insurance,
Cardinal will, in effect, become a self-insurer of the coverage; and (iii)
provide that, in addition, the directors and officers shall be indemnified to
the fullest extent permitted by law against all expenses (including legal fees),
judgments, fines, and settlement amounts paid or incurred by them in any action
or proceeding, including any action by or in the right of Cardinal, on account
of their service as a director, officer, employee, or agent of Cardinal or at
the request of Cardinal as a director, officer, employee, or agent of another
corporation or enterprise. Coverage under the contracts is excluded: (A) on
account of conduct which is finally adjudged to be knowingly fraudulent,
deliberately dishonest, or willful

II-1
<PAGE> 14

misconduct; or (B) if a final court of adjudication shall determine that such
indemnification is not lawful; or (C) in respect of any suit in which judgment
is rendered for violations of Section 16(b) of the Securities and Exchange Act
of 1934, as amended, or similar provisions of any federal, state, or local
statutory law; or (D) on account of any remuneration paid which is finally
adjudged to have been in violation of law; or (E) as to officers who are not
directors, with respect to any act or omission which is finally adjudged to have
been a violation, other than in good faith, of Cardinal's Standards of Business
Conduct of which the officer then most recently has received written notice. The
indemnification agreements are applicable to claims asserted after their
effective date, whether arising from acts or omissions occurring before or after
their effective date, and associated legal expenses.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------- -----------
<S> <C>
1 Proposed form of Underwriting Agreement
4.1 Indenture between the Registrant and Bank One, Indianapolis, N.A., dated as of
May 1, 1993*
4.2 Form of Debt Securities
5 Opinion of Baker & Hostetler
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Baker & Hostetler (included in Exhibit 5)
24 Powers of Attorney
25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of Bank One, Indianapolis, N.A.
<FN>
- -----------------
* Incorporated by reference from the registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1994.

</TABLE>

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities

II-2
<PAGE> 15

offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person of the Registrant in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against the public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

II-3
<PAGE> 16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio,
on January 10, 1995.

CARDINAL HEALTH, INC.

By /s/ ROBERT D. WALTER
--------------------------------
Robert D. Walter, Chairman and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 10, 1995.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------- ----------------------------------------------------

<S> <C>
/s/ ROBERT D. WALTER
- ---------------------------------------- Chairman and Chief Executive Officer
Robert D. Walter (principal executive officer)

/s/ DAVID BEARMAN
- ---------------------------------------- Executive Vice President and Chief Financial Officer
David Bearman (principal financial officer and principal
accounting officer)

JOHN F. FINN* Director
- ----------------------------------------
John F. Finn

ROBERT L. GERBIG* Director
- ----------------------------------------
Robert L. Gerbig

JOHN F. HAVENS* Director
- ----------------------------------------
John F. Havens

JAMES L. HESKETT* Director
- ----------------------------------------
James L. Heskett

/s/ JOHN C. KANE Director
- ----------------------------------------
John C. Kane

GEORGE R. MANSER* Director
- ----------------------------------------
George R. Manser

JOHN B. MCCOY* Director
- ----------------------------------------
John B. McCoy

MICHAEL E. MORITZ* Director
- ----------------------------------------
Michael E. Moritz

JERRY E. ROBERTSON* Director
- ----------------------------------------
Jerry E. Robertson

L. JACK VAN FOSSEN* Director
- ----------------------------------------
L. Jack Van Fossen

MELBURN G. WHITMIRE* Director
- ----------------------------------------
Melburn G. Whitmire

*By: /s/ GEORGE H. BENNETT, JR.
- ----------------------------------------
George H. Bennett, Jr.,
Attorney-in-Fact
</TABLE>

II-4
<PAGE> 17

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
--------- ------------------------------------------------------------------------------
<C> <S> <C>
1 Proposed form of Underwriting Agreement
4.1 Indenture between the Registrant and Bank One, Indianapolis, N.A., dated as of
May 1, 1993*
4.2 Form of Debt Securities
5 Opinion of Baker & Hostetler
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Baker & Hostetler (included in Exhibit 5)
24 Powers of Attorney
25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of Bank One, Indianapolis, N.A.
</TABLE>

- ---------------
* Incorporated by reference from the registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1994.

II-5

<PAGE> 1

CARDINAL HEALTH, INC.

UNDERWRITING AGREEMENT

[Date]

To the Representative named
in Schedule I hereto of
the Underwriters named in
Schedule II hereto

Dear Sirs:

Cardinal Health, Inc., an Ohio corporation (the "Company"), proposes to sell
to underwriters named in Schedule II hereto (the "Underwriters") for whom you
are acting as representative (the "Representative"), the principal amount of
its securities (the "Securities") identified in Schedule I hereto issued under
an indenture (the "Indenture") dated as of May 1, 1993, between the Company and
Bank One, Indianapolis, NA, as trustee (the "Trustee"). If the firm or firms
listed in Schedule II hereto include only the firm or firms listed in Schedule
I hereto, then the terms "Underwriters" and "Representative", as used herein,
shall each be deemed to refer to such firm or firms.

1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to,
and agrees with, each Underwriter that:

(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and has filed with the Securities and
Exchange Commission (the "Commission") a registration statement on such Form
(the file number of which is set forth in Schedule I hereto), which has
become effective, for the registration under the Act of the Securities. Such
registration statement, as amended at the date of this Agreement, meets the
requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all
other material respects with said Rule. The Company proposes to file with
the Commission pursuant to Rule 424(b) under the Act a supplement to the form
of prospectus included in such registration statement relating to the
Securities and the plan of distribution thereof and has previously advised
you of all further information (financial and other) with respect to the
Company to be set forth therein. Such registration statement, including the
exhibits thereto,

<PAGE> 2
as amended at the date of this Agreement, is hereinafter called the
"Registration Statement"; such prospectus in the form in which it
appears in the Registration Statement is hereinafter called the "Basic
Prospectus"; and such supplemented form of prospectus, in the form in which
it shall be filed with the Commission pursuant to Rule 424(b) (including the
Basic Prospectus as so supplemented) is hereinafter called the "Final
Prospectus". Any preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424(b) is hereinafter called the
"Preliminary Final Prospectus". Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein (the "Incorporated Documents") pursuant to
Item 12 of Form S-3 which were filed under the Securities Exchange Act of
1934 (the "Exchange Act") on or before the date of this Agreement, or the
issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this Agreement, or the
issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be incorporated therein by
reference.

(b) As of the date hereof, when the Final Prospectus is first filed
pursuant to Rule 424(b) under the Act, when, prior to the Closing Date (as
hereinafter defined in Section 3 hereof), any amendment to the Registration
Statement becomes effective (including the filing of any document
incorporated by reference in the Registration Statement), when any supplement
to the Final Prospectus is filed with the Commission and at the Closing Date,
(i) the Registration Statement, as amended as of any such time, and the Final
Prospectus, as amended or supplemented as of any such time, and the Indenture
will comply in all material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the
Exchange Act and the respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of any such time, will contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the

<PAGE> 3
statements therein not misleading; PROVIDED, that the Company makes no
representations or warranties as to (1) that part of the Registration
Statement which constitutes the Statement of Eligibility and Qualification of
the Trustee (Form T-1) under the Trust Indenture Act or (ii) the information
contained in or omitted from the Registration Statement or the Final
Prospectus or any amendment thereof or supplement thereto in reliance upon
and in conformity with information furnished in writing to the Company by or
on behalf of any Underwriter through the Representative specifically for use
in connection with the preparation of the Registration Statement or the Final
Prospectus.

(c) The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Ohio with corporate power and
authority to own and hold under lease its properties and conduct its business
as described in the Final Prospectus and holds all material licenses and is
duly qualified to conduct the business in which it is engaged in each
jurisdiction or place where the conduct of its business requires such
licenses or qualification and where the failure to be so licensed or
qualified would have a material adverse effect on the business or financial
condition of the Company and its subsidiaries taken as a whole.

(d) Each of the Company's significant subsidiaries (as defined in Rule 405
under the Act) is duly organized and validly existing in good standing under
the laws of the jurisdiction of its incorporation with corporate power and
authority to own and hold under lease its properties and to conduct its
business as described in the Final Prospectus.

(e) The Indenture has been duly and validly authorized, executed and
delivered by the Company and, assuming due execution and delivery by the
Trustee, is a valid and binding agreement of the Company, enforceable in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other similar laws affecting creditors' rights
generally and subject to the applicability of general principles of equity,
and has been duly qualified under the Trust Indenture Act.

(f) The Securities have been duly authorized and, when executed by the
Company and authenticated by the Trustee in accordance with the Indenture and
delivered to you against payment therefor in accordance with the terms
hereof, will have been validly issued and delivered, and will constitute
valid and binding obligations of the

<PAGE> 4
Company entitled to the benefits of the Indenture and enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally and subject to the applicability of general
principles of equity, and the Securities conform in all material respects to
the description thereof in the Final Prospectus.

(g) There are no legal or governmental proceedings pending, or to the
knowledge of the Company threatened, required to be described in the
Registration Statement or the Final Prospectus which are not described as
required, and there is no contract or document of a character required to be
described in the Registration Statement or the Final Prospectus or to be
filed as an exhibit to the Registration Statement or any Incorporated
Document which is not described or filed as required.

(h) The Company is not in violation of its charter or code of regulations
or in default in any material respect in the performance of any obligation,
agreement or condition contained in any bond, debenture, note or any other
evidence of indebtedness or in any indenture, material lease or loan
agreement. The issue and sale of the Securities, the execution and delivery
of this Agreement, the performance of the obligations of the Company set
forth herein and the consummation of the transactions contemplated hereby
will not conflict with or constitute a breach of, or default under, the
charter or code of regulations of the Company or any of its subsidiaries, any
material agreement, indenture or other instrument to which the Company or any
of its subsidiaries is a party or by which any of them or any of their
property is bound, or any law, administrative regulation or court decree
applicable to the Company or any of its subsidiaries.

(i) Neither the execution and delivery of this Agreement, nor the
fulfillment of the terms herein set forth and the consummation of the
transactions herein contemplated require any consent, approval, authorization
or other order of any court, regulatory body, administrative agency or other
governmental body (except such as have been obtained under the Act and the
Trust Indenture Act or such as may be required under state securities or Blue
Sky laws in connection with the purchase and distribution of the Securities
by the Underwriters).

(j) This Agreement has been duly authorized, executed and delivered by the
Company.

<PAGE> 5
(k) The Company is not an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

(l) The Company has complied with all provisions of Section 517.075,
Florida Statutes (Chapter 92-198, Laws of Florida).

2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal amount of the Securities set forth opposite
such Underwriter's name in Schedule II hereto.

3. DELIVERY AND PAYMENT. Delivery of and payment for the Securities shall
be made at the location, date and time specified in Schedule I hereto (or such
later date not later than five Business Days (as hereinafter defined) after
such specified date as the Representative and the Company shall designate),
which date and time may be postponed by agreement between the Representative
and the Company or as provided in Section 9 hereof (such date and time of
delivery and payment for the Securities being herein called the "Closing
Date"). Delivery of the Securities shall be made to the Representative for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representative of the purchase price thereof to or
upon the order of the Company by certified or official bank check or checks
payable in New York Clearing House (next day) funds or as otherwise agreed by
the Company and the Representative. Certificates for the Securities shall be
registered in such names and in such denominations as the Representative may
request not less than three full Business Days in advance of the Closing Date.
The term "Business Day" means each day which is neither a Saturday, Sunday or
other day on which banking institutions in New York, New York are authorized or
required by law or executive order to be closed.

The Company agrees to have the Securities available for inspection, checking
and packaging by the Representative in New York, New York, not later than 1:00
PM on the Business Day prior to the Closing Date.

4. AGREEMENTS. The Company agrees with the several Underwriters that:

(a) Prior to the later of (i) termination of the offering of the Securities
as determined by the

<PAGE> 6
Representative and as evidenced by written notice thereof to the Company from
the Representative or (ii) the Closing Date, the Company will not file any
amendment of the Registration Statement or supplement (including the Final
Prospectus but excluding any prospectus supplement relating to a subsequent
issuance of securities) to the Basic Prospectus unless the Company has
furnished the Representative a copy for the Representative's review a
reasonable time prior to filing thereof. Subject to the foregoing sentence,
the Company will cause the Final Prospectus to be filed with the Commission
pursuant to Rule 424(b) under the Act. The Company will promptly advise the
Representative (i) when the Final Prospectus shall have been filed with the
Commission pursuant to Rule 424(b), (ii) when any amendment to the
Registration Statement relating to the Securities shall have become
effective, (iii) of any request by the Commission for any amendment of the
Registration Statement or amendment of or supplement to the Final Prospectus
or for any additional information, (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the institution or threatening of any proceeding for that purpose and (v) of
the receipt by the Company of any notification with respect to the suspension
of the qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. The Company
will use all reasonable efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal thereof.

(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of which
the Final Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, or if it shall be necessary to amend or
supplement the Final Prospectus to comply with the Act or the Exchange Act or
the respective rules thereunder, the Company promptly will prepare and file
with the Commission, subject to the first sentence of paragraph (a) of this
Section 4, an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.

(c) The Company will make generally available within the meaning of Section
11(a) of the Act to its security holders an earning statement, which need not
be audited, covering a twelve-month period commencing after

<PAGE> 7
the date of this Agreement and ending not later than 15 months thereafter as
soon as practicable following the end of such period, which earning statement
shall satisfy the provisions of Section 11(a) of the Act and may consist of
earning statements covering successive fiscal quarters.

(d) The Company will furnish to the Representative and counsel for the
Underwriters, without charge, copies of the Registration Statement (including
exhibits thereto) and each amendment thereto which shall become effective on
or prior to the Closing Date and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectus and any amendments
thereof and supplements thereto as the Representative may reasonably request.
The Company will pay the expenses of printing all documents relating to the
offering unless otherwise agreed with the Representative.

(e) The Company will arrange for the qualification of the Securities for
sale under the laws of such jurisdictions as the Representative may
reasonably designate and will maintain such qualifications in effect so long
as required for the distribution of the Securities; PROVIDED that in no event
shall the Company be obligated to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action that would subject it
to the service of process in suits, other than those arising out of the
offering or sale of the Securities, in any jurisdiction where it is not now
so subject.

(f) Until the Business Day following the Closing Date, the Company will
not, without the prior consent of the Representative, offer, sell, contract
to sell, or otherwise dispose of any debt securities of the Company which
mature more than one year following the Closing Date and which are
substantially similar to the Securities.

5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the Underwriters to purchase the Securities shall be subject to the accuracy in
all material respects of the representations and warranties on the part of the
Company contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed prior to the
Closing Date (including the filing of any document incorporated by reference
therein) and as of the Closing Date, to the accuracy of the statements of the
Company made in any certificates delivered pursuant to the

<PAGE> 8
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:

(a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose shall have been instituted or threatened, and
the Final Prospectus shall have been filed with the Commission not later than
5:00 P.M., New York City time, on the second Business Day following the date
hereof.

(b) The Company shall have furnished to the Representative the opinion of
Baker & Hostetler, counsel to the Company, dated the Closing Date, to the
effect that:

(i) the Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Ohio;

(ii) each significant subsidiary of the Company is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation;

(iii) except for the order of the Commission declaring the Registration
Statement effective and the Indenture qualified and for permits and similar
authorizations required under the securities or Blue Sky laws of certain
jurisdictions (as to which such counsel need not express an opinion), no
consent, approval, authorization or other order of any regulatory body,
administrative agency or other governmental body is legally required for the
valid issuance and sale of the Securities to the Underwriters under this
Agreement;

(iv) this Agreement has been duly authorized, executed and delivered
by the Company;

(v) the Indenture has been duly and validly authorized, executed and
delivered by the Company and, assuming due execution and delivery by the
Trustee, is a valid and binding agreement of the Company and has been duly
qualified under the Trust Indenture Act;

(vi) the Securities have been duly and validly authorized and executed
by the Company and, assuming due authentication of such Securities by the
Trustee, upon delivery to the Underwriters against

<PAGE> 9
payment therefor in accordance with the terms hereof, will have been validly
issued and delivered, and will constitute valid and binding obligations of
the Company entitled to the benefits of the Indenture;

(vii) the Registration Statement and all post-effective amendments, if
any, have become effective under the Act, and, to the best of the knowledge
of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for such purpose
are pending before or contemplated by the Commission and the filing of the
Final Prospectus pursuant to Rule 424(b) has been made in accordance with
Rule 424(b);

(viii) (1) each of the Incorporated Documents complies as to form in all
material respects with the Exchange Act and the rules and regulations of the
Commission thereunder and (2) the Registration Statement and the Final
Prospectus and any supplements or amendments thereto (including the
Incorporated Documents) comply as to form in all material respects with the
Act;

(ix) the statements in the Final Prospectus under the captions
"Description of Debt Securities" and [Description of Securities], insofar as
such statements constitute a summary of the documents, proceedings and other
legal matters referred to therein, fairly present the information called for
by the Act with respect to such documents, proceedings and other legal
matters;

(x) there are no legal or governmental proceedings known to such
counsel pending or threatened required to be described in the Registration
Statement or the Final Prospectus which are not described as required, and
there is no contract or document known to such counsel of a character
required to be described in the Registration Statement or the Final
Prospectus or to be filed as an exhibit to the Registration Statement which
is not described or filed as required; and

(xi) the execution, delivery and performance of this Agreement and the
Indenture, compliance by the Company with all provisions hereof and thereof
and the consummation of the transactions contemplated hereby and thereby do
not conflict with or constitute a breach of any of the terms or provisions
of,

<PAGE> 10
or a default under, the charter or by-laws of the Company or any of its
significant subsidiaries or any material agreement, indenture or other
instrument known to such counsel to which the Company or any of its
significant subsidiaries is a party or by which any of them is bound, or
(assuming compliance with all applicable state securities and Blue Sky laws
and without opining as to the enforceability of rights of indemnity or
contribution under applicable law) violate any law, administrative regulation
or ruling or court decree known to such counsel applicable to the Company or
any of its significant subsidiaries or any of their respective property.

In rendering the opinion set forth above, Baker & Hostetler may (A) rely on
the opinion of Davis Polk & Wardwell referred to in paragraph (c) below as to
all matters of New York law opined upon in such opinion of Davis Polk &
Wardwell; (B) assume the genuineness without independent investigation, of
all signatures on all documents examined by such firm, the conformity to
original documents of all documents submitted to such firm as certified or
facsimile copies and the authenticity of all such documents; and (C) rely as
to matters of law of any State other than Ohio upon the opinion of counsel
licensed to practice in such state and satisfactory to the Representative
(provided that such opinion shall state that the Representative and Baker &
Hostetler are entitled to so rely) and as to certain matters of fact, upon
certificates and written statements of officers and employees of, and
accountants for, the Company.

Such counsel shall have also furnished to the Representative a written
statement dated the Closing Date to the effect that, based upon their
participation in the preparation of the Registration Statement and the Final
Prospectus and any amendments and supplements thereto and upon their review
and discussion of the contents thereof, but without independent check or
verification except as specified, nothing has come to such counsel's
attention which would lead them to believe that the Registration Statement at
the time it became effective and at the date of this Agreement contained any
untrue statement of any material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Final Prospectus (as amended or supplemented, if
applicable) contains any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
Such counsel

<PAGE> 11
may state that, in rendering the opinion in (viii) above and the written
statement referred to in the preceding sentence, they are not expressing any
opinion on the financial statements and financial exhibits included therein
or omitted therefrom and that they are not responsible for the adequacy or
accuracy of the derivation or compilation from the Company's accounting
records of the financial data included in the Registration Statement or the
Final Prospectus and any amendments and supplements thereto.

(c) The Representative shall have received from Davis Polk & Wardwell,
counsel for the Underwriters, such opinion or opinions, dated the Closing
Date, with respect to the issuance and sale of the Securities, the Indenture,
the Registration Statement, the Final Prospectus and other related matters as
the Representative may reasonably require, and the Company shall have
furnished to such counsel such documents as they reasonably request for the
purpose of enabling them to pass upon such matters. In rendering their
opinion, Davis Polk & Wardwell rely on the opinion of Baker & Hostetler
referred to in paragraph (b) above as to all matters of Ohio law.

(d) The Company shall have furnished to the Representative a certificate of
the Company signed by the Chairman of the Board, the President or any Vice
President of the Company dated the Closing Date, to the effect that:

(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Company has complied in all material respects with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to the Closing Date;

(ii) no stop order suspending the effectiveness of the Registration
Statement, as amended, has been issued and no proceedings for that purpose
have been instituted or, to the Company's knowledge, threatened; and

(iii) since the date of the most recent financial statements included
in the Final Prospectus, there has been no material adverse change in the
financial condition, earnings, business or properties of the Company and its
subsidiaries on a con-

<PAGE> 12
solidated basis, whether or not arising from transactions in the ordinary
course of business, except as set forth in or contemplated in the Final
Prospectus.

(e) At the Closing Date, Deloitte & Touche shall have furnished to the
Representative a letter or letters (which may refer to letters previously
delivered to the Representative, a copy of which shall be attached, in which
case the letter provided at the Closing Date shall state that the previous
letter can be relied on), dated the Closing Date, in form and substance
satisfactory to the Representative, containing statements and information of
the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in or incorporated by reference in the Final
Prospectus.

(f) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Final Prospectus and prior to the Closing
Date, there shall not have been any change, or any development involving a
prospective change, in or affecting the business or properties of the Company
and its subsidiaries on a consolidated basis, the effect of which is, in the
reasonable judgment of the Representative, so material and adverse as to make
it impractical to proceed with the offering or the delivery of the Securities
as contemplated by the Registration Statement and the Final Prospectus.

(g) Subsequent to the execution of this Agreement and prior to the Closing
Date, there shall not have been any downgrading in the ratings of any of the
Company's debt securities, by any "nationally recognized statistical rating
organization," as such term is defined by the Commission for purposes of Rule
436(g)(2) under the Act or any public announcement by any such organization
that it has under surveillance or review with negative implications, its
rating of any of the Company's debt securities (or proposed rating of the
Securities).

(h) Prior to the Closing Date, the Company shall have furnished to the
Representative such further information, certificates and documents as the
Representative may reasonably request.

If any of the conditions specified in this Section 5 shall not have been
fulfilled to the reasonable satisfaction of the Representative when and as
provided in this Agreement,

<PAGE> 13
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be to the reasonable satisfaction of Representative and its
counsel, this Agreement and all obligations of the Underwriters hereunder may
be cancelled at, or at any time prior to, the Closing Date by the
Representative. Notice of such cancellation shall be given to the Company by
telephone or in the manner described in Section II hereof.

6. EXPENSES. (a) The Company covenants and agrees with the Representative
that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Final Prospectus and the Final
Prospectus and amendments and supplements thereto and the mailing and delivery
of copies thereof to Underwriters and dealers; (ii) the cost of printing this
Agreement, the Indenture, any blue sky and legal investment memoranda and any
other documents in connection with the offering, purchase, sale and delivery of
the Securities; (iii) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws, including the
reasonable fees and disbursements of counsel for the Representative in
connection with such qualification and in connection with any blue sky and
legal investment surveys; (iv) any fees charged by securities rating services
for rating the Securities; (v) the cost of preparing the Securities; (vi) the
fees and expenses of the Trustee and the fees and disbursements of counsel for
the Trustee in connection with the Indenture and the Securities; and (vii) all
other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section.
It is understood, however, that, the Representative will pay all of its own
costs and expenses, including the fees of its counsel, transfer taxes on resale
of any of the Securities by them, and any advertising expenses connected with
the Securities.

7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 5 hereof is not satisfied, because of
any termination pursuant to Section 10 hereof or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason of a default by any of
the Underwriters, the Company will reimburse the Underwriters severally upon
demand for all reasonable and detailed out-of-pocket expenses (including
reasonable fees and disbursements

<PAGE> 14
of counsel as stated with particularity) that shall have been incurred by them
in connection with the proposed purchase and sale of the Securities.

8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party for any legal or other expenses
reasonably incurred by them as such expenses are incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that (i) the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any
Underwriter through the Representative specifically for use in connection with
the preparation thereof, and (ii) such indemnity with respect to the Basic
Prospectus or any Preliminary Final Prospectus shall not inure to the benefit
of any Underwriter (or any person controlling such Underwriter) from whom the
person asserting any such loss, claim, damage or liability purchased the
securities which are the subject thereof if such person did not receive a copy
of the Final Prospectus (or the Final Prospectus as amended or supplemented)
excluding documents incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person in any case where
such delivery is required by the Act and the untrue statement or omission of a
material fact contained in the Basic Prospectus or any Preliminary Final
Prospectus was corrected in the Final Prospectus (or the Final Prospectus as
amended or supplemented); PROVIDED that the Company has delivered to the
several Underwriters copies of the Final Prospectus (or the Final Prospectus as
amended or supplemented) in requisite quantities on a timely basis to permit
such delivery. This

<PAGE> 15
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the Registration
Statement, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the Company by or
on behalf of such Underwriter through the Representative specifically for use
in the preparation of the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which any
Underwriter may otherwise have. The Company acknowledges that the statements
set forth in the last paragraph on the cover page, and under the heading
"Underwriting", in any Preliminary Final Prospectus or Final Prospectus
constitute the only information furnished in writing by or on behalf of the
Underwriters for inclusion in the documents referred to in the foregoing
indemnity and the Representative hereby confirms that such statements are
correct.

(c) Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 8, notify the indemnifying party in writing of the commencement
thereof, but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under this Section 8. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
the extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified
party, to assume the defense thereof, with counsel satisfactory to such
indemnified party; PROVIDED, HOWEVER, that if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
assert such legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified party

<PAGE> 16
of counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate counsel (in addition to any local counsel), approved by the
Representative in the case of paragraph (a) of this Section 8, representing the
indemnified parties under such paragraph (a) who are parties to such action),
(ii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense
of the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii). The indemnifying party shall not be liable for
any settlement of any such action effected without its written consent, but if
settled with its written consent, or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify the
indemnified parties against any loss or liability by reason of such settlement
or judgment.

(d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in

<PAGE> 17
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
Final Prospectus. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

9. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall fail
to purchase and pay for any of the Securities agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the

<PAGE> 18
aggregate principal amount of Securities set forth opposite the names of all
the remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; PROVIDED, that in the event that
the aggregate principal amount of Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
principal amount of Securities set forth in Schedule II hereto, the remaining
Underwriter or Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
seven days, as the Representative shall determine in order that the required
changes in the Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any nondefaulting Underwriter for damages occasioned by its default
hereunder.

10. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representative, by notice given to the Company prior
to delivery of and payment for the Securities, if prior to such time (i)
trading in securities generally on the New York Stock Exchange, American Stock
Exchange or The Nasdaq National Market shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking activities in New York
shall have been declared either by Federal or state authorities or (iii) there
shall have occurred any outbreak or escalation of hostilities or other
international or domestic calamity, crisis or change in political, financial or
economic conditions, the effect of which on the financial markets of the United
States is such as to make it, in the judgment of the Representative,
impracticable or inadvisable to market the Securities or to enforce contracts
for the sale of the Securities.

11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Securities. The provisions of

<PAGE> 19
Sections 6, 7 and 8 hereof shall survive the termination or cancellation of
this Agreement.

12. NOTICES. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representative, will be mailed, delivered
or telexed and confirmed to it, at the address specified in Schedule I hereto;
or, if sent to the Company, will be mailed, delivered or telexed and confirmed
to it at 655 Metro Place South, Suite 925, Dublin, Ohio 43017, Attention:
Chairman.

13. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 8 hereof, and no other
person will have any right or obligation hereunder.

14. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.

<PAGE> 20
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

Very truly yours,

CARDINAL HEALTH, INC.

By:__________________________
Title:

The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

By:_______________________________
Title:

For itself and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

<PAGE> 21
SCHEDULE I

Underwriting Agreement dated

Registration Statement No.

Representative(s) (including, address for notice):

Title, Purchase Price and Description of Securities:

Title:

Principal Amount and Currency:

Issue Price:

Underwriters' Discount:

Purchase Price:

Sinking Fund Provisions:

Redemption Provisions:

Maturity Date:

Interest Rate:

Interest Payment Dates:

Interest Accrues From:

Closing Date, Time and Location:

SCHEDULE II

<CAPTION>
Principal Amount
of Securities to
Underwriters be Purchased
- ------------ ----------------
<S> <C>
$
$
$
$
$

____________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
=
</TABLE>

<PAGE> 1
EXHIBIT 4.2
-----------

[FORM OF FACE OF DEBT SECURITY]

No. $____________

CARDINAL HEALTH, INC.

% [Note]* Due

CARDINAL HEALTH, INC., an Ohio corporation (the "Issuer"), for value
received, hereby promises to pay to _______________________ or registered
assigns, at the office or agency of the Issuer in Indianapolis, Indiana, the
principal sum of _______________ Dollars on __________________, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semiannually on ______________ and ________________ of each year, commencing
______________________, on said principal sum at said office or agency, in like
coin or currency, at the rate per annum specified in the title of this Note,
from the _________________ or the ____________________, as the case may be,
next preceding the date of this Note to which interest has been paid, unless
the date hereof is a date to which interest has been paid, in which case from
the date of this Note, or unless no interest has been paid on these Notes, in
which case from ___________________, until payment of said principal sum has
been made or duly provided for; PROVIDED, that payment of interest may be made
at the option of the Issuer by check mailed to the address of the person
entitled thereto as such address shall appear on the Security register.
Notwithstanding the foregoing, if the date hereof is after the ____ day of
_________________ or _________________, as the case may be, and before the
following ___________________ or ________________, this Note shall bear
interest from such ________________ or __________________; PROVIDED, that if
the Issuer shall default in the payment of interest due on such _______________
or _________________, then this Note shall bear interest from the next
preceding ___________________ or _______________, to which interest has been
paid or, if no interest has been paid on these Notes, from __________________.
The interest so payable on any _________________ or ____________ will, subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Note is registered at the
close of business on the __________________ or _______________, as the case may
be, next preceding such ________________ or ____________________.

__________________________________

* Insert title of Debt Security.

<PAGE> 2
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.

IN WITNESS WHEREOF, CARDINAL HEALTH, INC. has caused this instrument to be
signed by facsimile by its duly authorized officers and has caused a facsimile
of its corporate seal to be affixed hereunto or imprinted hereon.

Dated:

CARDINAL HEALTH, INC.

By_________________________________

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Securities of the series designated herein and referred
to in the within-mentioned Indenture.

BANK ONE, INDIANAPOLIS, NA,
as Trustee

By_________________________________
Authorized Officer

[FORM OF REVERSE OF NOTE]

CARDINAL HEALTH, INC.

% Note Due

This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of May 1, 1993 (herein called

-2-

<PAGE> 3
the "Indenture"), duly executed and delivered by the Issuer to BANK ONE,
INDIANAPOLIS, NA, as Trustee (herein called the "Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
be subject to different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any), and may otherwise vary
as in the Indenture provided. This Note is one of a series designated as the
______% Notes Due ______________ of the Issuer, limited in aggregate principal
amount to $_____________.

In case an Event of Default with respect to the ______% Notes Due
_______________, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.

The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of the Securities at the time Outstanding (as defined in the Indenture)
of all series to be affected (voting as one class), evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each such series; PROVIDED, HOWEVER, that no such
supplemental indenture shall (i) extend the final maturity of any Security, or
reduce the principal amount thereof or any premium thereon, or reduce the rate
or extend the time of payment of any interest thereon, or reduce or impair or
affect the rights of any Holder to institute suit for the payment thereof or
any right of repayment at the option of the Holder, without the consent of the
Holder of each Security so affected, or (ii) reduce the aforesaid percentage of
Securities, the Holders of which are required to consent to any such
supplemental indenture, without the consent of the Holder of each Security
affected. It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Securities of any series, prior to
any declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such
series (or, in the case of certain defaults or Events of Default, all or
certain series of the Securities) may on behalf of the Holders of all the
Securities of such series (or all or certain series of the Securities, as the
case may be) waive any such past default or Event of Default and its
consequences. The preceding sentence shall not, however,

-3-

<PAGE> 4
apply to a default in the payment of the principal of or premium, if any, or
interest on any of the Securities. Any such consent or waiver by the Holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note
and any Notes which may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this Note or
such other Notes.

No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Note in the manner, at the respective times, at the rate and in the coin or
currency herein prescribed.

The Notes are issuable in registered form without coupons in denominations
of $1,000 and any multiple of $1,000 at the office or agency of the Issuer
referred to on the face hereof and in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge, Notes
may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations.

[The Notes may be redeemed at the option of the Issuer as a whole, or from
time to time in part, on any date after ________________ and prior to maturity,
upon mailing a notice of such redemption not less than 30 nor more than 60 days
prior to the date fixed for redemption to the Holders of Notes at their last
registered addresses, all as further provided in the Indenture, at the
following redemption prices (expressed in percentages of the principal amount)
together in each case with accrued interest to the date fixed for redemption:

If redeemed during the twelve-month period beginning _______________________,

Year Percentage Year Percentage
---- ---------- ---- ----------

[PROVIDED, HOWEVER, that no such optional redemption may be effected prior to
_______________ directly or indirectly from or in anticipation of moneys
borrowed by or for the account of the Issuer at an interest cost (calculated in
accordance with generally accepted financial practice) of less than _____% per
annum.]

[The Notes are also subject to redemption, through the operations of the
sinking fund as herein provided on ____________ and on each ____________
thereafter to and including ____________ on notice as set forth above and at
100% of the principal amount

-4-

<PAGE> 5
thereof (the sinking fund redemption price), together with accrued interest to
the date fixed for redemption.

As and for a sinking fund for the retirement of the Notes and so long as any
of the Notes remain outstanding and unpaid, the Issuer will pay to the Trustee
in cash (subject to the right to deliver certain Notes in credit therefor as in
the Indenture provided), on or before _______________ and on or before
______________ in each year thereafter to and including an amount sufficient to
redeem $______________ principal amount of the Notes (or such lesser amount
equal to the principal amount then Outstanding) at the sinking fund redemption
price.

At its option the Issuer may pay into the sinking fund for the retirement of
Notes, in cash except as provided in the Indenture, on or before _____________
and on or before __________ in each year thereafter to and including
_____________, an amount sufficient to redeem an additional principal amount of
Notes up to but not to exceed $____________ at the sinking fund redemption
price. To the extent that the right to such optional sinking fund payment is
not exercised in any year, it shall not be cumulative or carried forward to any
subsequent year.]

Upon due presentment for registration of transfer of this Note at the
above-mentioned office or agency of the Issuer, a new Note or Notes of
authorized denominations for an equal aggregate principal amount will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.

The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon) for the purpose of receiving
payment of, or on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and neither the Issuer nor the Trustee nor any authorized agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any Note,
or because of the creation of any indebtedness represented thereby, shall be
had against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being

-5-

<PAGE> 6
expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.

Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

-6-

<PAGE> 1

Exhibit 5

BAKER & HOSTETLER
3200 National City Center
1900 East Ninth Street
Cleveland, Ohio 44114

January 9, 1995

Cardinal Health, Inc.
655 Metro Place South, Suite 925
Dublin, Ohio 43017

Re: Registration Statement on Form S-3 with respect to
$150,000,000 aggregate principal amount of Debt
Securities of Cardinal Health, Inc.

Dear Sirs:

We have acted as counsel to Cardinal Health, Inc., an Ohio corporation (the
"Company"), in connection with its Registration Statement on Form S-3 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act") relating to the proposed public offering of up to $150,000,000
aggregate principal amount of the Company's Debt Securities (the "Securities")
to be issued under an Indenture dated as of May 1, 1993, between the Company
and Bank One Indianapolis, NA, as trustee (the "Indenture").

We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents as we have deemed necessary for the
purposes of this opinion including, without limitation, the Indenture and the
forms of Underwriting Agreement and Debt Security filed as exhibits to the
Registration Statement.

Based upon the foregoing, we are of the opinion that:

When (a) the Securities shall have been duly executed, authenticated and
delivered in accordance with the terms of the Indenture, (b) the Registration
Statement shall have become effective under the Act, (c) the Indenture shall
have been qualified under the Trust Indenture Act of 1939, as amended and (d)
the Securities shall have been issued and sold as described in the Registration
Statement, the Securities will be duly authorized and issued, and valid and
binding obligations of the Company, except as may be limited by bankruptcy,
insolvency, reorganization or other laws relating to the enforcement of
creditors' rights generally or by general principles of equity.

<PAGE> 2
Cardinal Health, Inc.
January 9, 1995
Page 2

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters"
in the prospectus included in the Registration Statement.

Very truly yours,

/s/ Baker & Hostetler

<PAGE> 1
<TABLE>
<CAPTION>
CARDINAL HEALTH, INC. EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

THREE MONTHS
MARCH 31, MARCH 31, MARCH 31, MARCH 31, JUNE 30, ENDED
1990 1991 1992 1993 1994 SEPT. 30, 1994
----------- ----------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Earnings from continuing Operations
before Income taxes $21,086,000 $30,812,000 $47,653,000 $66,257,000 $70,760,000 $27,701,000

Add-Fixed Charges:
Interest Expenses 22,120,000 26,623,000 25,881,000 26,623,000 18,140,000 3,856,000
Interest Capitalized 0 271,000 163,000 0 0 0
Amortization of Debt Offering
Costs 456,000 500,000 2,272,000 267,000 220,000 80,000
Interest Portion of
Rent Expense 3,652,000 3,534,000 3,895,000 4,503,000 4,860,000 1,364,000
Preferred Stock Dividend
Requirement 3,267,000 3,130,000 3,360,000 3,327,000 2,429,000 0
----------- ----------- ----------- ----------- ----------- -----------
Total Fixed Charges 29,495,000 34,058,000 35,571,000 34,720,000 25,649,000 5,300,000
----------- ----------- ----------- ----------- ----------- -----------

Less: Interest Capitalized 0 (271,000) (163,000) 0 0 0
Preferred Stock Dividend
Requirement (3,267,000) (3,130,000) (3,360,000) (3,327,000) (2,429,000) 0
----------- ----------- ----------- ----------- ----------- -----------
Earnings as Adjusted $47,314,000 $61,469,000 $79,701,000 $97,650,000 $93,980,000 $33,001,000
=========== =========== =========== =========== =========== ===========

Ratio of Earnings to Fixed Charges 1.6 1.8 2.2 2.8 3.7 6.2
</TABLE>

<PAGE> 1

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by refernece in this Registration Statement of
Cardinal Health, Inc. on Form S-3 of our report dated August 16, 1994 (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to a change in the method of accounting for income taxes), appearing
in the Annual Report on Form 10-K of Cardinal Health, Inc. for the year ended
June 30, 1994 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Columbus, Ohio
January 5, 1995

<PAGE> 1

Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to incorporation by
reference in this registration statement of our report dated September 3, 1993
included in Cardinal Health, Inc.'s Form 10K for the year ended June 30, 1994
and to all references to our Firm included in this registration statement.

/s/ Arthur Andersen LLP

Sacramento, California
January 4, 1995

<PAGE> 1
EXHIBIT 24

REGISTRATION STATEMENT ON FORM S-3
----------------------------------
POWER OF ATTORNEY
-----------------

Each of the undersigned officers and directors of Cardinal Health, Inc., an
Ohio corporation (the "Company"), which proposes to file with the Securities
and Exchange Commission a Registration Statement on Form S-3 or other
appropriate form under the Securities Act of 1933, as amended, with respect to
debt securities of the Company, hereby constitutes and appoints Robert D.
Walter, George H. Bennett, Jr., and Michael E. Moritz, and each of them,
severally, as his attorney-in-fact and agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities such Registration Statement and any and all amendments (including
post-effective amendments) and exhibits thereto, and any and all applications
and other documents relating thereto, with full power and authority to perform
and do any and all acts and things whatsoever which any such attorney or
substitute may deem necessary or advisable to be performed or done in
connection with any or all of the above-described matters, as fully as each of
the undersigned could do if personally present and acting, hereby ratifying and
approving all acts of any such attorney or substitute.

This Power of Attorney has been signed in the respective capacities and on
the respective dates indicated below.

Signature Title Date
--------- ----- ----

/s/ Robert D. Walter Chairman and Chief January 6, 1995
- ---------------------------- Executive Officer
Robert D. Walter (principal executive officer)

/s/ David Bearman Executive Vice President January 6, 1995
- ---------------------------- and Chief Financial Officer
David Bearman (principal financial officer
and principal accounting officer)

Director
- ----------------------------
Mitchell J. Blutt

/s/ John F. Finn Director January 6, 1995
- ----------------------------
John F. Finn

/s/ Robert L. Gerbig Director January 6, 1995
- ----------------------------
Robert L. Gerbig

Director
- ----------------------------
Michael S. Gross

/s/ John F. Havens Director January 6, 1995
- ----------------------------
John F. Havens

/s/ James L. Heskett Director January 6, 1995
- ----------------------------
James L. Heskett

<PAGE> 2
/s/ John C. Kane Director January 6, 1995
- -------------------------------
John C. Kane

/s/ George R. Manser Director January 6, 1995
- -------------------------------
George R. Manser

/s/ John B. McCoy Director January 6, 1995
- -------------------------------
John B. McCoy

/s/ Michael E. Moritz Director January 6, 1995
- -------------------------------
Michael E. Moritz

/s/ Jerry E. Robertson Director January 6, 1995
- -------------------------------
Jerry E. Robertson

/s/ L. Jack Van Fossen Director January 6, 1995
- -------------------------------
L. Jack Van Fossen

/s/ Melburn G. Whitmire Director January 6, 1995
- -------------------------------
Melburn G. Whitmire

<PAGE> 1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

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

BANK ONE, INDIANAPOLIS, NA
--------------------------
(Exact name of trustee as specified in its charter)

35-0943060
----------
(I.R.S. employer identification No.)

111 MONUMENT CIRCLE - SUITE 1611, INDIANAPOLIS, INDIANA 46277
----------------------------------------------------------------
(Address of Principal executive offices) (Zip Code)

========================

CARDINAL HEALTH, INC.
---------------------
(Exact name of obligor as specified in its charter)

OHIO 31-0958666
- --------------------------------- --------------------------
(State of other jurisdiction (I.R.S. employer
of incorporation or organization) identification No.)

655 Metro Place South, Ste 925, Dublin, OH 43017
- --------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)

Debt Securities
- --------------------------------------------------------------------------
(Title of the indenture securities)

<PAGE> 2

Item 1. General Information.

Furnish the following information as to the Trustee:

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

Comptroller of the Currency, Treasury Building,
Washington, D.C. 20220
Federal Deposit Insurance Corporation
550 - 17th Street, N.W., Washington, D.C. 20429
Department of Financial Insititutions of the State of
Indiana, State Office Building, Indianapolis, Indiana
46204

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

IT IS SO AUTHORIZED.

Item 2. Affiliation with the Obligor.

If the Obligor is an affiliate of the Trustee, describe each such
affiliation.

ROBERT D. WALTER, Chairman and Chief Executive Officer of
Obligor, is a director of Banc One Corporation, the parent of the
Trustee.
JOHN F. HAVENS, a director of Cardinal, is the former Chairman
and an honorary director of Banc One Corporation.

Item 3 through Item 15.

The Obligor is not in default on any securities issued under
indentures under which the applicant is trustee. Pusuant to
General Instruction Paragraph B, the applicant is providing
responses to Items 1, 2 and 16 of Form T-1.

Page 2

<PAGE> 3

Item 16. List of Exhibits

List below all exhibits filed as a part of this statement of
eligibility and qualification.

1. A copy of the Articles of Association of the trustee as
now in effect.

2. A copy of the Certificate of authority of the trustee
to commence business.

3. Contained in Exhibit 1.

4. A copy of the Bylaws of the trustee as now in effect.

5. Not applicable.

6. The consent of the trustee required by Section 321(b)
of the Trust Indenture Act of 1939, as amended.

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

8. Not applicable.

9. Not applicable.

Page 3

<PAGE> 4

NOTE

In answering any item in this Statement of Eligibility and
Qualification which relates to matters peculiarly within the knowledge of the
obligor, or its directors or officers, or an underwriter for the obligor, the
trustee has relied upon information furnished to it by the obligor and will
rely on information to be furnished by such underwriter and the trustee
disclaims responsibility for the accuracy or completeness of such information.

Page 4

<PAGE> 5

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, BANK ONE, INDIANAPOLIS, NA, a national banking association organized
and existing under the laws of the United States of America, has duly caused
this statement of eligibility and qualification to be signed on its behalf by
the undersigned, thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the City of INDINAPOLIS, and the State of INDIANA, on this
5TH day of JANUARY, 1995.

BANK ONE, INDIANAPOLIS, NA

By: Janet M. Gross
----------------------------------
Janet M. Gross
Vice President and Trust Officer

(CORPORATE SEAL)

ATTEST:

John H. Pease
- --------------------------------
John H. Pease
Vice President and Trust Officer

Page 5

<PAGE> 6

EXHIBIT 1

BANK ONE, INDIANAPOLIS, National Association

ARTICLES OF ASSOCIATION

FIRST. The title of this Association, which shall carry on the business
of banking under the laws of the United States, shall be "BANK ONE,
INDIANAPOLIS, National Association."

SECOND. The main office of this Association shall be in the City of
Indianapolis, County of Marion, State of Indiana. The general business of the
Association shall be conducted at its main office and its legally established
branches.

THIRD. The Board of Directors of this Association shall consist of not
less than five nor more than twenty-five shareholders. At any meeting of the
shareholders held for the purpose of electing Directors or changing the number
thereof, the number of Directors may be determined, and the persons nominated
to serve as Directors shall be elected, by a majority of the votes cast by the
shareholders in person and by proxy. A majority of the Board of Directors
shall be necessary to constitute a quorum for the transaction of business. The
Board of Directors, by the vote of a majority of the full Board, may, between
meetings of shareholders, increase the number of Directors within said limit of
twenty-five and appoint qualified persons to fill vacancies thereby occurring;
provided, however, that the authority of the Board to increase the number of
Directors shall be limited to not more than two Directors in any one year.

FOURTH. The regular annual meeting of the shareholders of this
Association shall be held at its main banking house, or other convenient place
duly authorized by the Board of Directors, on such day of each year as is
specified in the By-Laws of this Association.

FIFTH. The authorized amount of capital stock of this Association shall
be Twenty Million Dollars ($20,000,000) divided into Two Million (2,000,000)
shares of common stock of the par value of Ten Dollars ($10) each, but said
capital stock may be increased or decreased from time to time in accordance
with the provisions of the laws of the United States.

If the capital stock is increased by the sale of additional shares
thereof, each shareholder shall be entitled to subscribe for such additional
shares in proportion to the number of shares of said capital stock owned by him
at the time the increase is authorized by the shareholders, unless another time
subsequent to the date of the shareholders' meeting is specified in a
resolution adopted by the shareholders at the time the increase is authorized.
The Board of Directors shall have the power to prescribe a reasonable period of
time within which the pre-emptive rights to subscribe to the new shares of
capital stock must be exercised.

If the capital stock is increased by a stock dividend, each shareholder
shall be entitled to his proportionate amount of such increase in accordance
with the number of shares of capital stock owned by him at the time the
increase is authorized by the shareholders, unless another time subsequent to
the date of the shareholders' meeting is specified in a resolution adopted by
the shareholders at the time the increase is authorized.
<PAGE> 7

The Association, at any time and from time to time, may authorize and
issue debt obligations whether or not subordinated, without the approval of the
shareholders.

SIXTH. The Board of Directors shall appoint one of its members Chairman
of the Board of this Association and one of its members President of this
Association. The Board of Directors may also appoint one or more Directors to
be Vice Chairmen of the Board and such Vice Chairmen, if appointed, shall
perform such duties as may be designated by the Board of Directors. The Board
of Directors shall have the power to appoint one or more Vice Presidents, a
Cashier and such other officers and employees as may be required to transact
the business of this Association; to fix the salaries to be paid to all
officers of this Association and to dismiss any of such officers or employees
and appoint others to take their places.

The Board of Directors shall have the power to define the duties of
officers and employees of this Association and to require adequate bonds from
them for the faithful performance of their duties; to regulate the manner in
which Directors shall be elected or appointed, and to appoint judges of the
election; to make all By-Laws that may be lawful for the general regulation of
the business of this Association and the management of its affairs; and
generally to do and perform all acts that may be lawful for a Board of
Directors to do and perform.

Every person who is or was a Director, officer or employee of the
Association or of any other corporation which he served as a Director, officer
or employee at the request of the Association as part of his regularly assigned
duties may be indemnified by the Association in accordance with the provisions
of this paragraph against all liability (including, without limitation,
judgments, fines, penalties, and settlements) and all reasonable expenses
(including, without limitation, attorneys' fees and investigative expenses)
that may be incurred or paid by him in connection with any claim, action, suit
or proceeding, whether civil, criminal or administrative (all referred to
hereafter in this paragraph as "Claims") or in connection with any appeal
relating thereto in which he may become involved as a party or otherwise or
with which he may be threatened by reason of his being or having been a
Director, officer or employee of the Association or such other corporation, or
by reason of any action taken or omitted by him in his capacity as such
Director, officer or employee, whether or not he continues to be such at the
time such liability or expenses are incurred, provided that nothing contained
in this paragraph shall be construed to permit indemnification of any such
person who is adjudged guilty of, or liable for, willful misconduct, gross
neglect of duty or criminal acts, unless, at the time such indemnification is
sought, such indemnification in such instance is permissible under applicable
law and regulations, including published rulings of the Comptroller of the
Currency or other appropriate supervisory or regulatory authority, and provided
further that there shall be no indemnification of directors, officers, or
employees against expenses, penalties, or other payments incurred in an
administrative proceeding or action instituted by an appropriate regulatory
agency which proceeding or action results in a final order assessing civil
money penalties or requiring affirmative action by an individual or individuals
in the form of payments to the Association. Every person who may be
indemnified under the provisions of

-2-
<PAGE> 8

this paragraph and who has been wholly successful on the merits with respect to
any Claim shall be entitled to indemnification as of right. Except as provided
in the preceding sentence, any indemnification under this paragraph shall be at
the sole discretion of the Board of Directors and shall be made only if the
Board of Directors or the Executive Committee acting by a quorum consisting of
Directors who are not parties to such Claim shall find or if independent legal
counsel (who may be the regular counsel of the Association) selected by the
Board of Directors or Executive Committee whether or not a disinterested quorum
exists shall render their opinion that in view of all of the circumstances then
surrounding the Claim, such indemnification is equitable and in the best
interests of the Association. Among the circumstances to be taken into
consideration in arriving at such a finding or opinion is the existence or
non-existence of a contract of insurance or indemnity under which the
Association would be wholly or partially reimbursed for such indemnification,
but the existence or non-existence of such insurance is not the sole
circumstance to be considered nor shall it be wholly determinative of whether
such indemnification shall be made. In addition to such finding or opinion, no
indemnification under this paragraph shall be made unless the Board of
Directors or the Executive Committee acting by a quorum consisting of Directors
who are not parties to such Claim shall find or if independent legal counsel
(who may be the regular counsel of the Association) selected by the Board of
Directors or Executive Committee whether or not a disinterested quorum exists
shall render their opinion that the Director, officer or employee acted in good
faith in what he reasonably believed to be the best interests of the
Association or such other corporation and further in the case of any criminal
action or proceeding, that the Director, officer or employee reasonably
believed his conduct to be lawful. Determination of any Claim by judgment
adverse to a Director, officer or employee by settlement with or without Court
approval or conviction upon a plea of guilty or of NOLO CONTENDERE or its
equivalent shall not create a presumption that a Director, officer or employee
failed to meet the standards of conduct set forth in this paragraph. Expenses
incurred with respect to any Claim may be advanced by the Association prior to
the final disposition thereof upon receipt of an undertaking satisfactory to
the Association by or on behalf of the recipient to repay such amount unless it
is ultimately determined that he is entitled to indemnification under this
paragraph. The rights of indemnification provided in this paragraph shall be
in addition to any rights to which any Director, officer or employee may
otherwise be entitled by contract or as a matter of law. Every person who shall
act as a Director, officer or employee of this Association shall be
conclusively presumed to be doing so in reliance upon the right of
indemnification provided for in this paragraph.

The Board of Directors shall have the power to change the location of
the main office of this Association to any other place within the limits of the
City of Indianapolis, County of Marion, State of Indiana, without the approval
of the shareholders of this Association but subject to the approval of the
Comptroller of the Currency; and shall have the power to establish or change
the location of any branch or branches of this Association to any other
location, without the approval of the shareholders of this Association but
subject to the approval of the Comptroller of the Currency.

SEVENTH. The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.

-3-
<PAGE> 9

EIGHTH. The Board of Directors of this Association, or any three or
more shareholders owning, in the aggregate, not less than ten percent of the
stock of this Association, may call a special meeting of shareholders at any
time.

Unless otherwise provided by the laws of the United States, notice of
the time, place and purpose of every annual and every special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten days prior to the date of such meeting to each shareholder of record
at his address as shown upon the books of this Association.

NINTH. Subject to the provisions of the laws of the United States,
these Articles of Association may be amended at any meeting of the shareholders
for which adequate notice has been given, by the affirmative vote of the owners
of a majority of the stock of this Association, voting in person or by proxy.

-4-
<PAGE> 10
EXHIBIT 2

CERTIFICATE OF AUTHENTICITY
AND CURRENCY
The undersigned officer at BANK ONE, INDIANAPOLIS, NA, formerly
American Fletcher National Bank and Trust Company, Indianapolis, Indiana hereby
certifies that the foregoing is a true and complete copy of this original
instrument which is in full force and effect as of the 5th day of January 1995.

By /s/ John H. Pease
--------------------------------------
Authorized Signature

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

Washington, D.C. December 31, 1954
Pursuant to authority which has been granted under the provisions of
the Act of Congress approved December 23, 1943, known as the Federal Reserve
Act, as amended, American Fletcher, National Bank and Trust Company,
Indianapolis, Indiana, has the right to act when not in contravention of State
or local law, as trustee, executor, administrator, registrar of stocks and
bonds, guardian of states, assignee, receiver, committee of estates of lunatics,
or in any other fiduciary capacity in which State banks, trust companies, or
other corporations which come into competition with national banks are
permitted to act under the laws of the State of Indiana. The exercise of such
rights is subject to regulations prescribed by the Board of Governors of the
Federal Reserve System.

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

Attest:
/s/ By /s/
- ------------------------------------ --------------------------------
Secretary Chairman
<PAGE> 11

EXHIBIT 4

BANK ONE, INDIANAPOLIS, National Association

BY-LAWS

Article 1

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meetings. The regular annual meeting of the
shareholders of this Association, for the election of Directors and for the
transaction of such other business as properly may come before the meeting,
shall be held at its main banking office in Indianapolis, Indiana, or any other
convenient place duly authorized by the Board of Directors, on the Friday
preceding the third Tuesday of January of each year, but if no such election is
held on that day it may be held at any regular adjournment of the meeting or at
a subsequent special meeting called in accordance with the provisions of the
laws of the United States and these By-Laws. The Chief Executive Officer of
the Association shall act as Chairman of the meeting. A person appointed by
the presiding officer of the meeting shall serve as Secretary thereof. The
Chairman shall make a report to the shareholder(s) regarding the condition of
the Association and shall review the business of the preceding year.

Section 2. Special Meetings. The Board of Directors of this
Association, or any shareholder(s) owning, in the aggregate, not less than ten
percent (10%) of the stock of the Association, may call a special meeting of
shareholder(s) at any time. Unless otherwise provided by the laws of the
United States, or by the Articles of Association, a notice of the time, place
and purpose of every regular annual meeting, and every special meeting of the
shareholder(s) shall be given by first-class mail, postage prepaid, mailed at
least ten days prior to the date of such meeting to each shareholder of record
at his/her address as shown upon the books of the Association.

Section 3. Nominations for Directors. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any shareholder
of any outstanding class of capital stock of the Association entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the Association, shall be made in writing and shall be delivered or
mailed to the Chairman of the Association, not less than 14 days nor more than
50 days prior to any meeting of shareholder(s) called for the election of
directors, provided however, that if less than 21 days notice of the meeting is
given to shareholder(s), such nomination shall be mailed or delivered to the
Chairman of the Association not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the Association that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the Association owned by the
notifying shareholder. Nominations not made in accordance herewith may, in
his/her discretion, be disregarded by the Chairman of the

1887:EEH (adopted 12/20/94)

<PAGE> 12

meeting, and upon his/her instructions, the vote tellers may disregard all
votes cast for each such nominee.

Section 4. Voting. At meetings of shareholder(s), except in the
election of Directors, each shareholder shall be entitled to one vote for each
share of stock registered in his/her name at the time of the closing of the
transfer books or taking of the record for said meeting. A majority of votes
cast shall decide each matter submitted to the shareholder(s) at the meeting
except in cases where by law a larger vote is required.

In all elections of Directors, each shareholder shall have the right to
vote the number of shares owned by him/her for as many persons as there are
Directors to be elected, or to cumulate such shares to give one candidate as
many votes as the number of Directors multiplied by the number of his/her
shares shall equal, or to distribute them on the same principle among as many
candidates as he/she shall think fit.

Section 5. Proxies. Every shareholder entitled to vote may vote at any
meeting of the shareholder(s) either in person or by proxy appointed by an
instrument in writing subscribed by such shareholder or by his/her duly
authorized attorney and delivered to the Secretary of the meeting, but no
officer or employee of this Association shall act as proxy. Proxies shall be
valid only for the meeting specified therein, or at any adjournment or
adjournments of such meeting. Proxies shall be voted as directed by the
shareholder and shall be filed with the records of the meeting.

Section 6. Record of Vote. At any meeting of the shareholder(s), a
record showing the shareholders present and the number of shares of stock held
by such shareholders, the shareholders represented by proxy and the number of
shares represented by proxy, and the names of the proxies shall be made. This
record also shall show the number of shares voted on each action taken,
including the number of shares voted for each candidate for Director. This
record shall be included in the minute book of the Association.

Section 7. Report of Meeting. After each meeting of the
shareholder(s), there shall be forwarded to the Comptroller of the Currency a
report thereof, in the form prescribed by the Comptroller of the Currency.

Article 2

DIRECTORS

Section 1. Number. The Board of Directors shall consist of not less
than five (5) nor more than twenty-five (25) shareholders. At any meeting of
the shareholder(s) held for the purpose of electing Directors or changing the
number thereof, the number of Directors may be determined and the persons
nominated to serve as Directors shall be elected by a majority of the votes
cast by the shareholders in person or by proxy. The Board of Directors, by the
vote of a majority of the full Board, may, between meetings of shareholder(s),
increase the number of Directors within said limit of twenty-five (25) and
appoint qualified persons to fill vacancies thereby

-2-
<PAGE> 13

occurring; provided, however, that the authority of the Board to increase the
number of Directors shall be limited to not more than two (2) Directors in any
one year.

Section 2. Term of Office. The Directors of this Association shall be
elected for a term of one year and shall hold office for such year and until
their successors are duly elected and have qualified.

Section 3. Oath of Office. Each person elected or appointed a Director
of this Association shall take the oath of such office in the form prescribed
by the Comptroller of the Currency. No person elected or apointed a Director
of this Association shall exercise the functions of such office until he/she
has taken such oath and the same has been placed in the mails for transmission
to the Comptroller of the Currency.

Section 4. Vacancies. Any vacancies occurring in the Board of
Directors may be filled, in accordance with the laws of the United States and
these By-Laws, by appointment by the remaining Directors, and any Director so
appointed shall hold office until the next election.

Section 5. Organization Meeting. Following the annual meeting of the
shareholder(s), the Chairman or the Secretary of the meeting shall notify
promptly the Directors-elect of their election, and they shall meet promptly
for the purpose of taking their oaths, organizing the new Board, appointing
officers for the ensuing year, and for transacting such other business as
properly may come before such meeting.

Section 6. Regular Meetings. Regular meetings of the Board of
Directors shall be held, without notice, at the main banking office of the
Association or at any other convenient place duly authorized by the Board. The
meetings shall be held on the third Tuesday during the months of February,
March, May, June, August, September, November and December, and on the Friday
preceding the third Tuesday during the months of January, April, July and
October. When any regular meeting of the Board falls upon a holiday, the
meeting shall be held on the next banking business day unless the Board shall
designate some other day. The dates and frequency of Board meetings may be
changed at any time by a majority vote of the Directors.

Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or by the President of the
Association, or at the request of three (3) or more Directors. The Secretary
of the Board, or, in his/her absence, such person as the Chairman of the Board
may designate, shall give notice of each special meeting (except the
organization meeting following the election of Directors) by telegram, letter
or in person, stating the time and place of such meeting.

Section 8. Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business. If, at the time
fixed for the meeting, including the meeting to organize the new Board
following the annual meeting of the shareholders, a quorum is not present, the
Directors in attendance may adjourn the meeting from time to time until a
quorum is obtained.

-3-
<PAGE> 14

Section 9. Voting. Except as otherwise provided herein, a majority of
those Directors present and voting at any meeting of the Board of Directors
shall decide each matter considered. A Director cannot vote by proxy, or
otherwise act by proxy at a meeting of the Board of Directors.

Section 10. Directors' Fees and Retainers. Each outside member of the
Board of Directors shall be paid fees for attending meetings of Directors and
committees in such amounts as may be fixed from time to time by resolution of
the Board of Directors.

In addition to such fees there also shall be paid to each outside member
of said Board annual retainers in such amounts as may be fixed from time to
time by resolution of the Board of Directors.

Article 3

OFFICERS AND EMPLOYEES

Section 1. General. The Chairman and the President shall be elected by
the Board and shall become members of the Board. Except in the filling of
vacancies or newly created offices, all officers shall be elected at the annual
organizational meeting of the Board, and each officer, whenever elected, shall,
subject to the provisions of Sections 2 and 3 of this Article, hold office
until the next annual organizational meeting of the Board. The Board shall
designate the Chairman to serve as the Chief Executive Officer. If no Chairman
is appointed, the Board shall designate the President as Chief Executive
Officer.

Section 2. Removal. Officers shall serve at the pleasure of the Board,
and the Board may remove any officer, with or without cause. Vacancies in such
offices, however occurring, may be filled by the Board at any meeting of the
Board.

Section 3. Chief Executive Officer. The Chairman shall be the Chief
Executive Officer of the Association and shall have general and active
management of the business of the Association. The Chief Executive Officer
shall see that all orders and resolutions of the Board of Directors are carried
into effect. Except as otherwise prescribed or limited by these By-Laws, the
Board delegates to the Chief Executive Officer and/or his/her designees full
right, authority and power to control all personnel, including elected and
appointed officers, of the Association, to employ or direct the employment of
such personnel and officers as he/she may deem necessary, including the fixing
of salaries and the dismissal of them at pleasure, and to define and prescribe
the duties and responsibilities of all officers of the Association, subject to
such further limitations and directions as he/she may from time-to-time deem
proper. The Chief Executive Officer shall perform all duties incident to
his/her office and such other and further duties, as may, from time-to-time, be
required of him/her by the Board of Directors or the shareholders. The
specification of authority in these By-Laws wherever and to whomever granted
shall not be construed to limit in any manner the general powers of delegation
granted to the Chief Executive Officer in conducting the business of the
Association. The Chief Executive Officer shall preside at all

-4-
<PAGE> 15

meetings of shareholder(s) and meetings of the Board and shall be a member of
the Executive Committee.

Section 4. President. The President of the Association, in the absence
of the Chief Executive Officer, shall perform the duties and exercise the
powers of the Chief Executive Officer. The President shall be a member of the
Executive Committee, and shall serve the Association in such capacities and
perform such duties as may be assigned to him/her from time to time by the
Chief Executive Officer or by the Board.

Section 5. Secretary. The Secretary of the Association shall be the
custodian of the books, papers and records of the Association and of its
corporate seal. He/she shall keep the minutes of the meetings of the
shareholders and the Board and enter the same in the minute books of the
Association. He/she shall perform all other duties customary to that office.

Section 6. Cashier. The Cashier shall be responsible for all assets
and documents of this Association, shall keep proper records of all its
transactions, and shall have such powers and perform such duties as may be
assigned to him/her by the Chief Executive Officer or by the Board of
Directors.

Section 7. Vice President. Each Vice President of any class and each
other officer as may have been appointed by the Board shall have such powers
and perform such duties as the Board may from time to time prescribe and as the
Chief Executive Officer may, from time to time, delegate to him/her.

Section 8. Performance Bond. All officers and employees of the
Association shall be bonded for the honest and faithful performance of their
duties for such amount as may be prescribed by the Board of Directors.

Article 4

COMMITTEES

Section 1. Executive Committee. There shall be a standing committee of
this Association, appointed by the Board annually at its organization meeting,
to be known as the Executive Committee. The Executive Committee shall consist
of the Chief Executive Officer, the President, and such other Directors
appointed by the Board to serve on the Executive Committee. The Chief
Executive Officer shall be Chairman of the Executive Committee and shall
preside at all its meetings. Except when the full Board is in session, the
Executive Committee shall have and exercise all the powers and rights of the
full Board of Directors as may be lawful, and shall have exclusive control and
authority in the management and business affairs of the Association. It shall
keep a record of its proceedings and the same shall be submitted to the Board
at its next regular meeting. Any act done and any power or authority conferred
by the Executive Committee from time to time shall be deemed to be, and may be
certified as being, the act of the Board and the power or authority conferred
by the Board. The Executive Committee shall designate an officer or employee
of the Association to serve as its Secretary at the pleasure of the Committee.
Meetings of the Executive Committee may be called by or at the

-5-
<PAGE> 16

request of the Chairman of the Executive Committee, or any member of the
Executive Committee, by giving notice to each member of the Executive
Committee. The Executive Committee shall meet at the main banking office of
the Association, or at any other convenient place duly authorized by the
Executive Committee. The Executive Committee shall also nominate persons to
serve on the Association's Board of Directors. The Committee shall annually
review the qualifications of the members of the Board prior to submitting the
slate of Directors to be nominated. The Committee will also evaluate and
nominate candidates for consideration as new Directors or to fill vacancies on
the Board.

Section 2. Loan Committee. There shall be a standing committee of this
Association known as the Loan Committee, to be appointed by the Board of
Directors annually at the organizational meeting, consisting of five or more
officers who are experienced and competent in credits and lending, each to
serve for the current year for which the Board was elected. This committee
shall have power to discount and purchase bills, notes and other evidences of
debt, to buy and sell bills of exchange, to examine and approve loans and
discounts, to exercise authority regarding loans and discounts held by the
Association, and to direct and transact all other business of the Association
pertaining to loans which properly might come before the Board of Directors,
except such as the Board only, by law, is authorized to perform. The actions
of the Loan Committee shall be reviewed by the Executive Committee and reported
in writing at each regular meeting of the Board of Directors, which shall
approve or disapprove the report and record such action in the minutes of the
meeting.

Section 3. Examining Committee. There shall be a standing committee of
this Association known as the Examining Committee, appointed annually by the
Board of Directors at its organization meeting, consisting of three or more
members of the Board of Directors, none of whom shall be active officers of the
Association. This Committee shall make suitable examinations at least once
each year of the affairs of the Association, or cause such examination to be
made by the Auditor of the Association who is directly responsible to the
Board. The result of such examination shall be reported, in writing, to the
Board at the next regular meeting thereafter, stating whether the Association
is in a sound and solvent condition, whether adequate internal audit controls
and procedures are being maintained, and recommending to the Board such changes
in the manner of doing business and other matters as shall be deemed advisable.

The Examining Committee shall also make, at least once during each
period of twelve months, suitable audits of the Trust Department, or cause
suitable audits of such Department to be made by the Auditor of the
Association, or other auditors, responsible only to the Board of Directors.

The Examining Committee shall likewise at least once during each period
of twelve months ascertain, by thorough examination made, or caused to be made,
whether a review of all of the assets in each trust as to their safety and
current value and the advisability of retaining or disposing of them has been
made, and whether trust funds awaiting investment or distribution have been
held uninvested or undistributed any longer than was reasonably necessary. The
Committee shall promptly make a full report of such audits and examination

-6-
<PAGE> 17

of the Trust Department in writing to the Board, together with a recommendation
as to the action, if any, which may be necessary to correct any unsatisfactory
conditions. The report of the audits and examination required, together with
the action taken thereon, shall be noted in the minutes of the Board and such
report shall be made a part of the records of the Association.

The Examining Committee, upon its own recommendation and with the
approval of the Board of Directors, may employ a qualified firm of certified
public accountants to make an examination and audit of the Association. If
such a procedure is followed, the one annual examination and audit by such firm
of accountants and the presentation of its report to the Board of Directors
will be deemed sufficient to comply with the requirements of this section of
these By-Laws.

Section 4. Community Reinvestment Act Committee. The Community
Reinvestment Act Committee shall be composed of the Chief Executive Officer,
the President, the Association's Community Reinvestment Act Officer, and other
officers and directors as determined and appointed by the Board. The Community
Reinvestment Act Committee shall direct the Association's efforts in serving
the credit needs of all sectors of the community, with specific emphasis on low
and moderate income neighborhoods. The Committee shall review the policies,
procedures and activities of the Association in meeting the requirements of the
Community Reinvestment Act, and shall report to the Board any recommendations
and actions which it believes may be necessary or required to correct
unsatisfactory conditions or improve the Association's performance.

Section 5. Trust Department Committees.

(a) Trust Investment Committee. There shall be a standing
committee of this Association to be known as the Trust Investment Committee
consisting of three or more Directors who are not officers of the Association
and four or more other officers knowledgeable and experienced in the
administration and investment of estates and trusts and in other fiduciary
services, appointed by the Board annually at its organization meeting. A
majority of the Trust Investment Committee shall constitute a quorum. The
Committee shall meet at least quarterly and shall keep minutes of all its
meetings, showing the disposition of all matters considered and passed upon by
it.

The Trust Investment Committee shall review the general policies
established by the Senior Trust Committee governing the investment of funds
held by the Association in a fiduciary capacity and the procedures established
by the Senior Trust Committee for the implementation thereof. The Committee
may direct the Senior Trust Committee to make such changes in such policies and
procedures as it deems appropriate. The Committee shall also consider matters
of general Trust Department policy and shall make its recommendations with
respect to such matters to the Board of Directors or to the officers of the
Association. The Trust Investment Committee may also establish such rules as
it sees fit to be implemented by the Senior Trust Committee in directing and
reviewing the actions of the officers and employees of the Association in the
exercise of its fiduciary powers.

(b) Senior Trust Committee. There shall be a standing
committee of this Association to be known as the Senior Trust Committee,
consisting of such

-7-
<PAGE> 18

other officers of the Association as the Trust Investment Committee may
designate. A majority of the Senior Trust Committee shall constitute a quorum.
The Senior Trust Committee shall meet at least once each month and shall keep
minutes of all of its meetings showing the disposition of all matters
considered and passed upon by it.

The Senior Trust Committee shall have responsibility for formulating
general policies governing the investment of all funds held by the Association
in a fiduciary capacity and shall establish procedures to insure the
implementation of such policies. Such procedures shall insure that exceptions
to general investment policies are permitted only with specific approval of the
Senior Trust Committee or under such general rules as to policy exceptions as
may be established by the Senior Trust Committee. Such procedures shall
further insure that each account in which the Association has a fiduciary
responsibility is reviewed promptly after acceptance and thereafter at least
once during each calender year and within fifteen months of the date of the
last review. The purpose of such reviews shall be to determine the
advisability of retaining or disposing of the assets held in such account.
Such reviews shall be conducted by at least two Trust Department staff members,
at least one of whom shall be an officer well experienced in the investment of
assets held in trust.

The Senior Trust Committee shall direct and review the actions of the
officers and employees of the Association in the exercise of its fiduciary
powers, subject always, however, to such policies, decisions, rules and
regulations as may be adopted from time to time by the Board of Directors of
the Association or the Trust Investment Committee.

The Senior Trust Committee shall have the power to designate the
individuals who are to act for the Trust Department as joint custodians in
connection with the custody of the trust securities and other trust assets.

Section 7. Other Committees.

The Board may appoint from time to time other committees for such
purposes and with such powers as the Board may determine.

Section 8. Vacancies.

The Board of Directors shall have the power to fill all vacancies
occurring in the membership of the standing committees due to death,
resignation or otherwise, and shall have the power further at any time to add,
remove or substitute members of all standing or other committees except the
Examining Committee, whose membership (except in case of vacancies) shall be
changed only for cause.

Article 5

SEAL

Section 1. The Seal of the Association shall be circular in
form and mounted on a metal die suitable for impressing the same upon paper.
It shall

-8-
<PAGE> 19

be in the form of two concentric circles between which shall be inscribed the
words "BANK ONE, INDIANAPOLIS, National Association" around the top two-thirds
of the Seal and at the bottom third of the Seal between the two concentric
circles the word "Indianapolis" shall be inscribed over the word "Indiana." In
the center of the inner circle shall be inscribed the word "Corporate" over the
word "Seal." Two stars, one above and one below the words "Corporate Seal,"
shall be inscribed within the inner circle.

Section 2. Any officer of the Association shall have authority to affix
the Corporate Seal of this Association and to attest the same; provided,
however, unless otherwise required by law, the absence of a corporate seal
shall not affect the validity or enforceability of any agreement, contract or
document to which the Association is a party.

Article 6

STOCK

Section 1. Assignment and Transfer. The Association shall maintain a
record showing the names and addresses of all shareholders and the number of
shares held by each, and of all assignment and transfers of its stock.

The shares of stock of the Association shall be assignable and
transferable only on the books of the Association.

Section 2. Stock Certificates. Certificates of stock, signed by or
bearing the facsimile signature of the Chief Executive Officer, or the
President or any Vice President, and attested with the manual or facsimile
signature of the Secretary or Cashier, Trust Officer, or Assistant Trust
Officer, and sealed with the Seal of the Association or printed facsimile
thereof, shall be issued to the shareholders. When stock is properly
transferred the certificates thereof shall be returned to the Association and
new certificates issued. The returned certificates shall be cancelled and
preserved for record purposes. Certificates of stock shall meet the
requirements of Section 5139 of the Revised Statutes of the United States and
shall state upon the face thereof that the stock is transferable only upon the
books of the Association.

Article 7

BANKING HOURS

Section 1. The Chief Executive Officer shall determine, from time to
time, the days and hours that the offices and branches of the Association shall
be open for business, as required or permitted by law.

-9-
<PAGE> 20

Article 8

CONVEYANCE OF REAL ESTATE

Section 1. All transfers and conveyances of real estate, title to which
is vested in this Association, excluding real estate held in fiduciary
capacity, shall be by written instrument made pursuant to the order of the
Board of Directors or the Executive Committee, and signed by the Chief
Executive Officer, the President, or a Vice President, attested by the
Secretary or any other officer; provided, however, that transfers and
conveyances of real estate acquired in or as a result of judicial proceedings,
or by voluntary or contractual conveyances to this Association by one or more
of its debtors, shall not require an order of the Board of Directors or the
Executive Committee.

Article 9

EXECUTION OF DOCUMENTS

Section 1. Any one of the Chief Executive Officer, President, any Vice
President, or any other officer of the Association to the extent such officer
is so designated and authorized by the Chief Executive Officer, is hereby
authorized to sell, assign, endorse, pledge, exchange, transfer and convey all
notes, bonds, mortgages, claims, contracts, securities and shares of capital
stock owned by the Association, and to sign and to execute contracts,
agreements, loan agreements, commitment letters, mortgages, bonds, notes,
transfers, powers of attorney, checks, drafts, acceptances, mortgage
certificates, certificates of deposit and other instruments, papers or
documents as may be required, appropriate or necessary for carrying on the
business of the Association.

Article 10

TRUSTS

Section 1. Trust Records. There shall be maintained by the Trust
Department a file with respect to each trust containing:

(a) Original instruments creating each trust, or properly
authenticated copies thereof;

(b) Properly receipted vouchers evidencing payments and
distributions under each trust;

(d) Copies of all court orders in connection with trust matters.

-10-
<PAGE> 21

Section 2. Trust Investments. No trust funds shall be invested in any
securities in which corporate fiduciaries located in this state may not
lawfully invest except:

(a) In accordance with express instructions contained in the
trust instrument;

(b) Pursuant to court order; or

(c) Where the trust instrument expressly provides that
investments may be made without regard to otherwise applicable laws
governing investments by fiduciaries.

Section 3. Voting Shares of Stock held in Fiduciary Capacity. The vote
of this Association as a shareholder in any corporation in which it may hold
shares of capital stock or other securities in a fiduciary capacity (and not in
the name of its nominee) shall be cast at the shareholders' meeting by the
Chief Executive Officer, the President, any Executive Vice President, any
Senior Vice President assigned to the Trust Department, or by such other
officer or officers assigned to the Trust Department as any one of them may
designate in writing from time to time, in person or by some person authorized
by written proxy signed by one of such officers. The vote of this Association
as shareholder in any corporation in which it may hold shares of capital stock
or other securities in a fiduciary capacity and in the name of a nominee of
this Association shall be cast as provided in the instrument evidencing the
nominee arrangement.

Section 4. Execution of Trust Department Instruments. The Chief
Executive Officer, the President, any Executive Vice President, any Senior Vice
President assigned to the Trust Department, or any other officer of the
Association whose duties regularly pertain to Trust Department business, shall
have the power and authority to individually sign, execute, acknowledge, verify
and deliver or accept on behalf of the Association all property, agreements,
indentures, notes, mortgages, deeds, conveyances, transfers, checks,
certificates, endorsements, withdrawls, receipts, discharges, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, undertakings,
proxies, and other instruments or documents in connection with the exercise of
any of the fiduciary powers of the Association or in connection with other
business of the Trust Department.

Any other officer of the Association or the manager of any branch office
of the Association shall have such power and authority as may be delegated to
him from time to time by the Senior Trust Committee to execute, acknowledge,
and deliver or accept on behalf of the Association agreements, instruments and
documents in connection with the exercise of any of the fiduciary powers of the
Association.

Section 5. Acceptance and Closing of Trust Department Accounts. Any
Senior Vice President assigned to the Trust Department shall have authority to
accept, close out or relinquish Trust Department accounts. Any other officer
of the Trust Department shall have authority to accept, close out or
relinquish Trust Department accounts subject to the final approval of any
Senior Vice President assigned to the Trust Department. Any other officer of

-11-
<PAGE> 22

the Association or the manager of any branch office of the Association
designated by the Senior Trust Committee shall have authority to accept Trust
Department accounts subject to the final approval of any Senior Vice President
assigned to the Trust Department.

Article 11

NATIONAL EMERGENCY

Section 1. Board Guidance. In the event of an emergency declared by
the President of the United States or the person performing his functions, a
war, or other disaster, which emergency, war, or disaster prevents the conduct
and management of the affairs and business of the Association in the manner
contemplated by these By-Laws, the officers and employees of this Association
shall continue to conduct its affairs and business under such guidance from the
Directors as may be available except as to matters which by statute require
specific approval of the Board of Directors and subject to conformance with any
governmental directives during the emergency.

Section 2. Supervision of By-Laws. The Board of Directors, by vote of
a majority of the entire Board at any meeting or meetings, may adopt
resolutions relating to the conduct and management of the affairs and business
of the Association during any national emergency, which resolutions, during any
such national emergency, to the extent provided therein and permitted by the
laws of the United States, may suspend the requirements of any of the foregoing
By-Laws.

Article 12

CHANGES IN BY-LAWS

Section 1. Amendment. These By-Laws may be amended only upon vote of a
majority of the entire Board of Directors at any meeting of the Board, provided
notice of the proposed amendment has been given to each member of the Board of
Directors. No amendment may be made unless the By-Law, as amended, is
consistent with the requirements of the laws of the United States and of the
Articles of Association.

-12-
<PAGE> 23

CERTIFICATION

I, the undersigned, Secretary to the Board of Directors of Bank One,
Indianapolis, National Association, do hereby certify that the foregoing is a
full, true, and correct copy of the Articles of Association and By-Laws of said
Association.

Witness my hand at Indianapolis, Indiana, this 5th day of January,
1995.

/s/ David R. Hamer
------------------------------------
David R. Hamer
Secretary to the Board

13
<PAGE> 24

EXHIBIT 6

BANK ONE, INDIANAPLIS, NA as Trustee of CARDINAL HEALTH, INC. Debt Securities
hereby gives its consent that reports of examination by the Treasury
Department, the Comptroller of the Currency, the Board of Governors of the
Federal Reserve System, the Federal Reserve Banks, and the Federal Deposit
Insurance Corporation may be furnished by such authorities to the Securities
and Exchange Commission upon its request therefor.

BANK ONE, INDIANAPOLIS, NA as Trustee

By: /s/ Janet M. Gross
-----------------------------------------
Janet M. Gross
Vice President and Trust Officer

Page 6

<PAGE> 25

Board of Governors of the Federal Reserve System
OMB Number: 7100-0036

Federal Deposit Insurance Corporation
OMB Number: 3064-0052

Office of the Comptroller of the Currency
OMB Number: 1557-0081

FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires July 31, 1995
- ----------------------------------------------------------------------------------------------------------
[LOGO] Please refer to page i, / 1 /
Table of Contents, for
the required disclosure
of estimated burden.
EXHIBIT 7
- ----------------------------------------------------------------------------------------------------------

CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031

(940930)
REPORT AT THE CLOSE OF BUSINESS SEPTEMBER 30, 1994 --------
(RCRI 9999)

</TABLE>

This report is required by law: 12 U.S.C. section 324 (State member banks); 12
U.S.C. section 1817 (State nonmember banks); and 12 U.S.C. section 161 (National
banks).

This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
- --------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.

I, Donald E. Hinkle, V.P. & Controller
---------------------------------------------------
Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and belief.

/s/ Donald E. Hinkle
- ------------------------------------------------------
Signature of Officer Authorized to Sign Report

10/25/94
- ------------------------------------------------------
Date of Signature

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

The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in some
cases differ from generally accepted accounting principles.

We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.

/s/ I. Richard Horen
- ------------------------------------------------------
Director (Trustee)

/s/ John R. Hodowal
- ------------------------------------------------------
Director (Trustee)

/s/ Joseph D. Barnette, Jr.
- ------------------------------------------------------
Director (Trustee)
- --------------------------------------------------------------------------------

FOR BANKS SUBMITTING HARD COPY REPORT FORMS:

STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal
Reserve District Bank.

STATE NONMEMBER BANKS: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2139
Espey Court, Crofton, MD 21114.

NATIONAL BANKS: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2139
Espey Court, Crofton, MD 21114.
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
FDIC Certificate Number 0 4 3 4 5
--------- Banks should affix the address label in this space
(RCRI 9050)
Bank One, Indianapolis, NA
--------------------------------------------------
Legal Title of Bank (TEXT 9010)

Indianapolis
--------------------------------------------------
City (TEXT 9130)

IN 46277-0104
--------------------------------------------------
State Abbrev. (TEXT 9200) Zip Code (TEXT 9220)

</TABLE>

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, FEDERAL DEPOSIT INSURANCE
CORPORATION, OFFICE OF THE COMPTROLLER OF THE CURRENCY

<PAGE> 26

FFIEC 031
Page i

/ 2 /

Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

SIGNATURE PAGE COVER

REPORT OF INCOME

Schedule RI--Income Statement......................RI-1, 2, 3

Schedule RI-A--Changes in Equity Capital.................RI-3

Schedule RI-B--Charge-offs and Recoveries and
Changes in Allowance for Loan and Lease
Losses..............................................RI-4, 5

Schedule RI-C--Applicable Income Taxes by
Taxing Authority.......................................RI-5

Schedule RI-D--Income from
International Operations...............................RI-6

Schedule RI-E--Explanations...........................RI-7, 8

REPORT OF CONDITION

Schedule RC--Balance Sheet............................RC-1, 2

Schedule RC-A--Cash and Balances Due
From Depository Institutions...........................RC-3

Schedule RC-B--Securities.............................RC-4, 5

Schedule RC-C--Loans and Lease Financing
Receivables:
Part I. Loans and Leases..........................RC-6, 7
Part II. Loans to Small Businesses and
Small Farms (included in the forms for
June 30 only).................................RC-7a, 7b

Schedule RC-D--Trading Assets and Liabilities
(to be completed only by selected banks)...............RC-8

Schedule RC-E--Deposit Liabliities...................RC-9, 10

Schedule RC-F--Other Assets.............................RC-11

Schedule RC-G--Other Liabilities........................RC-11

Schedule RC-H--Selected Balance Sheet Items for
Domestic Offices......................................RC-12

Schedule RC-I--Selected Assets and Liabilities
of IBFs...............................................RC-13

Schedule RC-K--Quarterly Averages.......................RC-13

Schedule RC-L--Off-Balance Sheet Items..............RC-14, 15

Schedule RC-M--Memoranda............................RC-16, 17

Schedule RC-N--Past Due and Nonaccrual Loans,
Leases, and Other Assets..........................RC-18, 19

Schedule RC-O--Other Data for Deposit
Insurance Assessments.............................RC-20, 21

Schedule RC-R--Risk-Based Capital...................RC-22, 23

Optional Narrative Statement Concerning the
Amounts Reported in the Reports of
Condition and Income..................................RC-24

Special Report (TO BE COMPLETED BY ALL BANKS)

Schedule RC-J--Repricing Opportunities (sent only to
and to be completed only by savings banks)

DISCLOSURE OF ESTIMATED BURDEN

The estimated average burden associated with this information collection is
30.7 hours per respondent and is estimated to vary from 15 to 200 hours per
response, depending on individual circumstances. Burden estimates include the
time for reviewing instructions, gathering and maintaining data in the required
form, and completing the information collection, but exclude the time for
compiling and maintaining business records in the normal course of a
respondent's activities. Comments concerning the accuracy of this burden
estimate and suggestions for reducing this burden should be directed to the
Office of Information and Regulatory Affairs, Office of Management and Budget,
Washington, D.C. 20503, and to one of the following:

Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551

Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219

Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429

For information or assistance, national and state nonmember banks should
contact the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington,
D.C. 20429, toll free on (800) 688-FDIC (3342), Monday through Friday between
8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.

<PAGE> 27

Consolidated Report of Income
for the period January 1, 1994-September 30, 1994

ALL REPORT OF INCOME SCHEDULES ARE TO BE REPORTED ON A CALENDAR YEAR-TO-DATE
BASIS IN THOUSANDS OF DOLLARS.

Schedule RI--Income Statement

<TABLE>
<CAPTION>
---------
I480 <-
DOLLAR AMOUNTS IN THOUSANDS -----------------------
- --------- RIAD BIL MIL THOU
<S> <C> <C> <C> <C>
1. Interest income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate................................ 4011 69,817 1.a.(1)(a)
(b) Loans to depository institutions............................ 4019 439 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to
farmers..................................................... 4024 813 1.a.(1)(c)
(d) Commercial and industrial loans............................. 4012 63,047 1.a.(1)(d)
(e) Acceptances of other banks.................................. 4026 11 1.a.(1)(e)
(f) Loans to individuals for household, family, and other
personal expenditures:
(1) Credit cards and related plans.......................... 4054 51,028 1.a.(1)(f)(1)
(2) Other................................................... 4055 39,915 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions...... 4056 3 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and
political subdivisions in the U.S.:
(1) Taxable obligations..................................... 4503 62 1.a.(1)(h)(1)
(2) Tax-exempt obligations.................................. 4504 2,421 1.a.(1)(h)(2)
(i) All other loans in domestic offices......................... 4058 3,527 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and
IBFs............................................................ 4059 0 1.a.(2)
b. Income from lease financing receivables:
(1) Taxable leases.................................................. 4505 12,113 1.b.(1)
(2) Tax-exempt leases............................................... 4307 281 1.b.(2)
c. Interest income on balances due from depository institutions:(1)
(1) In domestic offices............................................. 4105 0 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 27,501 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 1,273 1.d.(2)(b)
(3) Other domestic debt securities.................................. 3657 2,475 1.d.(3)
(4) Foreign debt securities......................................... 3658 0 1.d.(4)
(5) Equity securities (including investments in mutual funds)....... 3659 595 1.d.(5)
e. Interest income from assets held in trading accounts................. 4069 0 1.e.
-------------------------
<FN>

- ---------------
(1) Includes interest income on time certificates of deposit not held in trading accounts.

</TABLE>
3
<PAGE> 28

<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RI-2
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
Schedule RI -- Continued
</TABLE>

<TABLE>
<CAPTION>
Dollar Amounts in Thousands Year-to-date
- ---------------------------------------------------------------------------------------------------------------------------------
RIAD Bil Mil Thou
<S> <C> <C> <C> <C> <C> <C>
1. Interest income (continued)
f. Interest income on federal funds sold and securities purchased
under agreements to resell in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs ........... 4020 9,052 1.f.
g. Total interest income (sum of items 1.a through 1.f) ......... 4107 284,373 1.g.
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and
telephone and preauthorized transfer accounts) .......... 4508 5,851 2.a.(1)(a)
(b) Nontransaction accounts:
(1) Money market deposit accounts (MMDAs) ............... 4509 17,001 2.a.(1)(b)(1)
(2) Other savings deposits .............................. 4511 12,305 2.a.(1)(b)(2)
(3) Time certificates of deposit of $100,000 or more .... 4174 2,997 2.a.(1)(b)(3)
(4) All other time deposits ............................. 4512 21,100 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs ...................................... 4172 1,778 2.a.(2)
b. Expense of federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs ............. 4180 25,576 2.b.
c. Interest on demand notes issued to the U.S. Treasury and on
other borrowed money ............................................ 4185 8,412 2.c.
d. Interest on mortgage indebtedness and obligations under
capitalized leases .............................................. 4072 6 2.d.
e. Interest on subordinated notes and debentures ................... 4200 0 2.e.
f. Total interest expense (sum of items 2.a through 2.e) ........... 4073 95,026 2.f.
----------------------
3. Net interest income (item 1.g minus 2.f)............................ RIAD 4074 189,347 3.
----------------------
4. Provisions: ----------------------
a. Provision for loan and lease losses.............................. RIAD 4230 13,606 4.a.
b. Provision for allocated transfer risk............................ RIAD 4243 0 4.b.
----------------------
5. Noninterest income:
a. Income from fiduciary activities................................. 4070 21,259 5.a.
b. Service charges on deposit accounts in domestic offices.......... 4080 17,424 5.b.
c. Trading gains (losses) and fees from foreign exchange
transactions..................................................... 4075 (3) 5.c.
d. Other foreign transaction gains (losses)......................... 4076 366 5.d.
e. Gains (losses) and fees from assets held in trading accounts..... 4077 0 5.e.
f. Other noninterest income:
(1) Other fee income............................................. 5407 32,635 5.f.(1)
(2) All other noninterest income++............................... 5408 11,796 5.f.(2)
----------------------
g. Total noninterest income (sum of items 5.a through 5.f).......... RIAD 4079 83,477 5.g.
6. a. Realized gains (losses) on held-to-maturity securities........... RIAD 3521 145 6.a.
b. Realized gains (losses) on available-for-sale securities......... RIAD 3196 (1,420) 6.b.
7. Noninterest expense: ----------------------
a. Salaries and employee benefits................................... 4135 44,552 7.a.
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and
mortgage interest)............................................... 4217 14,854 7.b.
c. Other noninterest expense++...................................... 4092 83,821 7.c.
----------------------
d. Total noninterest expense (sum of items 7.a through 7.c)......... RIAD 4093 143,227 7.d.
8. Income (loss) before income taxes and extraordinary items and ----------------------
other adjustments (item 3 plus or minus items ----------------------
4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)................................... RIAD 4301 114,716 8.
9. Applicable income taxes (on item 8)................................. RIAD 4302 41,823 9.
----------------------
10. Income (loss) before extraordinary items and other adjustments ----------------------
(item 8 minus 9).................................................... RIAD 4300 72,893 10.
---------------------------------------------

<FN>
- ---------------
++Describe on Schedule RI-E--Explanations.
</TABLE>

4
<PAGE> 29
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RI-3
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RI--Continued

----------------------
Year-to-date
------ ----------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C>
11. Extraordinary items and other adjustments:
a. Extraordinary items and other adjustments, gross of income taxes++ ... 4310 0 11.a.
b. Applicable income taxes (on item 11.a)++ ............................. 4315 0 11.b.
c. Extraordinary items and other adjustments, net of income taxes
(item 11.a minus 11.b) ............................................ RIAD 4320 0 11.c.
12. Net income (loss) (sum of items 10 and 11.c) ......................... RIAD 4340 72,893 12.

-----------------------
Memoranda Year-to-date
------ -----------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and
leases acquired after August 7, 1986, that is not deductible for
Federal income tax purposes ........................................... 4513 109 M.1.
2. Fee income from the sale and servicing of mutual funds and annuities in
domestic offices (included in Schedule RI, item 5.g) .................. 8431 285 M.2.
3. Estimated foreign tax credit included in applicable income taxes, items
9 and 11.b above ...................................................... 4309 0 M.3.
4. To be completed only by banks with $1 billion or more in total assets:
Taxable equivalent adjustment to "Income (loss) before income taxes and
extraordinary items and other adjustments" (item 8 above) ............. 1244 2,745 M.4.
5. Number of full-time equivalent employees on payroll at end of current Number
period (round to nearest whole number) ................................ 4150 1,741 M.5.

Schedule RI-A--Changes in Equity Capital

----------------
Indicate decreases and losses in parentheses. I483 <-
------------- ----------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Total equity capital originally reported in the December 31, 1993,
Reports of Condition and Income ....................................... 3215 513,914 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 513,914 3.
4. Net income (loss) (must equal Schedule RI, item 12) ................... 4340 72,893 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net .... 4346 0 5.
6. Changes incident to business combinations, net ........................ 4356 0 6.
7. LESS: Cash dividends declared on preferred stock ...................... 4470 0 7.
8. LESS: Cash dividends declared on common stock ......................... 4460 24,900 8.
9. Cumulative effect of changes in accounting principles from prior
years++ (see instructions for this schedule) .......................... 4411 0 9.
10. Corrections of material accounting errors from prior years++ (see
instructions for this schedule) ....................................... 4412 (3,250)10.
11. Change in net unrealized holding gains (losses) on available-for-sale
securities ............................................................ 8433 (14,980)11.
12. Foreign currency translation adjustments .............................. 4414 0 12.
13. Other transactions with parent holding company++ (not included in items
5, 7, or 8 above) ..................................................... 4415 0 13.
14. Total equity capital end of current period (sum of items 3 through 13)
(must equal Schedule RC, item 28) ..................................... 3210 543,677 14.

<FN>
- -----------------
++Describe on Schedule RI-E--Explanations.
</TABLE>
5
<PAGE> 30
<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RI-4
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>

Schedule RI-B--Charge-offs and Recoveries and Changes
in Allowance for Loan and Lease Losses

Part I. Charge-offs and Recoveries on Loans and Leases

PART I EXCLUDES CHARGE-OFFS AND RECOVERIES THROUGH
THE ALLOCATED TRANSFER RISK RESERVE.
<TABLE>
<CAPTION>
----------
I486 <-
------------------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
------------------------------------------------
Calendar year-to-date
------------------------------------------------
DOLLAR AMOUNTS IN THOUSANDS RIAD Bil Mil Thou RIAD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile) .............................. 4651 927 4661 220 1.a.
b. To non-U.S. addressees (domicile) .......................... 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions ........ 4653 0 4663 0 2.a.
b. To foreign banks ............................................ 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other loans to
farmers......................................................... 4655 0 4665 1 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)................................ 4645 1,342 4617 2,401 4.a.
b. To non-U.S. addressees (domicile)............................ 4646 0 4618 0 4.b.
5. Loans to individuals for household, family, and other personal
expenditures:
a. Credit cards and related plans............................... 4656 10,015 4666 2,520 5.a.
b. Other (includes single payment, installment, and all student
loans)....................................................... 4657 3,352 4667 1,572 5.b.
6. Loans to foreign governments and official institutions.......... 4643 0 4627 1 6.
7. All other loans................................................. 4644 0 4628 0 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile)................................ 4658 22 4668 21 8.a.
b. Of non-U.S. addressees (domicile)............................ 4659 0 4669 0 8.b.
9. Total (sum of items 1 through 8)................................ 4635 15,658 4605 6,736 9.
------------------------------------------------
------------------------------------------------
Cumulative Cumulative
Charge-offs Recoveries
Jan. 1, 1986 Jan. 1, 1986
Memoranda through through
DOLLAR AMOUNTS IN THOUSANDS Dec. 31, 1989 Report Date
- ---------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY NATIONAL BANKS ONLY. RIAD Bil Mil Thou RIAD Bil Mil Thou
------------------------------------------------
1. Charge-offs and recoveries of Special-Category Loans, as
defined for this Call Report by the Comptroller of the
Currency........................................................ 4784 1,214 M.1.
------------------------------------------------
------------------------------------------------
(Column A) (Column B)
MEMORANDUM ITEMS 2 AND 3 ARE TO BE COMPLETED BY ALL BANKS. Charge-offs Recoveries
------------------------------------------------
Calendar year-to-date
------------------------------------------------
2. Loans to finance commercial real estate, construction, and RIAD Bil Mil Thou RIAD Bil Mil Thou
land development activities (NOT SECURED BY REAL ESTATE) ------------------------------------------------
included in Schedule RI-B, part I, items 4 and 7, above......... 5409 0 5410 0 M.2.
3. Loans secured by real estate in domestic offices (included in
Schedule RI-B, part I, item 1, above):
a. Construction and land development............................ 3582 5 3583 30 M.3.a.
b. Secured by farmland.......................................... 3584 0 3585 0 M.3.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.3.c.(1)
(2) All other loans secured by 1-4 family residential
properties............................................... 5413 616 5414 89 M.3.c.(2)
d. Secured by multifamily (5 or more) residential properties.... 3588 0 3589 5 M.3.d.
e. Secured by nonfarm nonresidential properties................. 3590 306 3591 96 M.3.e.
------------------------------------------------

</TABLE>
6
<PAGE> 31
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RI-5
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RI-B--Continued

Part II. Changes in Allowance for Loan and
Lease Losses and in Allocated
Transfer Risk Reserve

------------------------------ ------------------------------
(Column A) (Column B)
Allowance for Allocated
Loan and Lease Transfer Risk
Losses Reserve
------------------------------ ------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- ------------------------------------------------------------------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Balance originally reported in the December 31, 1993, Reports of
Condition and Income .......................................... 3124 55,074 3131 0 1.
2. Recoveries (column A must equal part I, item 9, column B above) 4605 6,736 3132 0 2.
3. LESS: Charge-offs (columm A must equal part I, item 9, column A
above) ........................................................ 4635 15,658 3133 0 3.
4. Provision (column A must equal Schedule RI, item 4.a; column B
must equal Schedule RI, item 4.b) ............................. 4230 13,606 4243 0 4.
5. Adjustments++ (see instructions for this schedule) ............ 4815 3,269 3134 0 5.
6. Balance end of current period (sum of items 1 through 5)
(column A must equal Schedule RC, item 4.b; column B must equal
Schedule RC, item 4.c) ........................................ 3123 63,027 3128 0 6.

<FN>
- -----------------
++Describe on Schedule RI-E--Explanantions.
</TABLE>

<TABLE>
Schedule RI-C--Applicable Income Taxes by Taxing Authority

SCHEDULE RI-C IS TO BE REPORTED WITH THE DECEMBER REPORT OF INCOME.
<CAPTION>
----------------
I489 <-
------------- ----------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Federal .................................................................. 4780 N/A 1.
2. State and local .......................................................... 4790 N/A 2.
3. Foreign .................................................................. 4795 N/A 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9
and 11.b) ................................................................ 4770 N/A 4.
--------------------
5. Deferred portion of item 4 ........................... RIAD 4772 N/A 5.
--------------------------------------------------
</TABLE>
7
<PAGE> 32

<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RI-6
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>

Schedule RI-D--Income from International Operations

FOR ALL BANKS WITH FOREIGN OFFICES, EDGE OR AGREEMENT SUBSIDIARIES, OR IBFS
WHERE INTERNATIONAL OPERATIONS ACCOUNT FOR MORE THAN 10 PERCENT OF TOTAL
REVENUES, TOTAL ASSETS, OR NET INCOME.

Part I. Estimated Income from International Operations

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
-------
I492 <-
----------------------
Year-to-date
----------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries,
and IBFs:
a. Interest income booked................................................................... 4837 N/A 1.a.
b. Interest expense booked.................................................................. 4838 N/A 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and IBFs
(item 1.a minus 1.b)..................................................................... 4839 N/A 1.c.
2. Adjustments for booking location of international operations:
a. Net interest income attributable to international operations booked at domestic offices.. 4840 N/A 2.a.
b. Net interest income attributable to domestic business booked at foreign offices.......... 4841 N/A 2.b.
c. Net booking location adjustment (item 2.a minus 2.b)..................................... 4842 N/A 2.c.
3. Noninterest income and expense attributable to international operations:
a. Noninterest income attributable to international operations.............................. 4097 N/A 3.a.
b. Provision for loan and lease losses attributable to international operations............. 4235 N/A 3.b.
c. Other noninterest expense attributable to international operations....................... 4239 N/A 3.c.
d. Net noninterest income (expense) attributable to international operations (item 3.a
minus 3.b and 3.c)....................................................................... 4843 N/A 3.d.
4. Estimated pretax income attributable to international operations before capital allocation
adjustment (sum of items 1.c, 2.c, and 3.d)................................................. 4844 N/A 4.
5. Adjustment to pretax income for internal allocations to international operations to reflect
the effects of equity capital on overall bank funding costs................................. 4845 N/A 5.
6. Estimated pretax income attributable to international operations after capital allocation
adjustment (sum of items 4 and 5)........................................................... 4846 N/A 6.
7. Income taxes attributable to income from international operations as estimated in item 6.... 4797 N/A 7.
8. Estimated net income attributable to international operations (item 6 minus 7).............. 4341 N/A 8.
----------------------

Memoranda ----------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
1. Intracompany interest income included in item 1.a above..................................... 4847 N/A M.1.
2. Intracompany interest expense included in item 1.b above.................................... 4848 N/A M.2.
----------------------
</TABLE>
Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
----------------------
Year-to-date
----------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
1. Interest income booked at IBFs.............................................................. 4849 N/A 1.
2. Interest expense booked at IBFs............................................................. 4850 N/A 2.
3. Noninterest income attributable to international operations booked at domestic offices
(excluding IBFs):
a. Gains (losses) and extraordinary items................................................... 5491 N/A 3.a.
b. Fees and other noninterest income........................................................ 5492 N/A 3.b.
4. Provisions for loan and lease losses attributable to international operations booked at
domestic offices (excluding IBFs)........................................................... 4852 N/A 4.
5. Other noninterest expense attributable to international operations booked at domestic offices
(excluding IBFs)............................................................................ 4853 N/A 5.
----------------------
</TABLE>

<PAGE> 33
<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RI-7
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>

Schedule RI-E--Explanations

SCHEDULE RI-E IS TO BE COMPLETED EACH QUARTER ON A CALENDAR YEAR-TO-DATE BASIS.

Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items
and other adjustments in Schedule RI, and all significant items of other
noninterest income and other noninterest expense in Schedule RI. (See
instructions for details.)

<TABLE>
<CAPTION>
---------
I495 <-
----------------
YEAR-TO-DATE
----------------------
DOLLAR AMOUNTS IN THOUSANDS RIAD Bil Mil Thou
- ------------------------------------------------------------------------------- ----------------------

<S> <C> <C> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2)).............
Report amounts that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains on other real estate owned................................... 5415 0 1.a.
b. Net gains on sales of loans............................................ 5416 0 1.b.
c. Net gains on sales of premises and fixed assets........................ 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, item 5.f.(2):
----------
d. TEXT 4461 STATE INTANGIBLES TAX REFUND 4461 8,102 1.d.
--------- -------------------------------------------------------------
e. TEXT 4462 CORPORATE OWNED LIFE INSURANCE 4462 1,614 1.e.
--------- -------------------------------------------------------------
f. TEXT 4463 4463 1.f.
--------- -------------------------------------------------------------
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets.............................. 4531 2,149 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net losses on other real estate owned.................................. 5418 0 2.b.
c. Net losses on sales of loans........................................... 5419 0 2.c.
d. Net losses on sales of premises and fixed assets....................... 5420 0 2.d.
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, item 7.c:
--------------
e. TEXT 4464 INTERHOLDING COMPANY DATA PROCESSING FEE 4464 9,123 2.e.
--------- -------------------------------------------------------------
f. TEXT 4467 4467 2.f.
--------- -------------------------------------------------------------
g. TEXT 4468 4468 2.g.
--------- -------------------------------------------------------------
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and
applicable income tax effect (from Schedule RI, item 11.b) (itemize and
describe all extraordinary items and other adjustments):
---------
a. (1) TEXT 4469 4469 3.a.(1)
--------- ---------------------------------------------------------
(2) Applicable income tax effect RIAD 4486 3.a.(2)
--------- --------------------
b. (1) TEXT 4487 4487 3.b.(1)
--------- ---------------------------------------------------------
(2) Applicable income tax effect RIAD 4488 3.b.(2)
--------- --------------------
c. (1) TEXT 4489 4489 3.c.(1)
--------- ---------------------------------------------------------
(2) Applicable income tax effect RIAD 4491 3.c.(2)
--------------------
4. Equity capital adjustments from amended Reports of Income (from Schedule
RI-A, item 2) (itemize and describe all adjustments):
a. TEXT 4492 4492 4.a.
--------- --------------------------------------------------------------
b. TEXT 4493 4493 4.b.
--------- --------------------------------------------------------------
5. Cumulative effect of changes in accounting principles from prior years
(from Schedule RI-A, item 9) (itemize and describe all changes in
accounting principles):
---------
a. TEXT 4494 4494 5.a.
--------- --------------------------------------------------------------
b. TEXT 4495 4495 5.b.
--------- --------------------------------------------------------------
6. Corrections of material accounting errors from prior years (from
Schedule RI-A, item 10) (itemize and describe all corrections):
---------
a. TEXT 4496 STATE INC TAX RELATED TO ADOPTION OF FASB 96 4496 (3,250) 6.a.
--------- --------------------------------------------------------------
b. TEXT 4497 4497 6.b.
------------------------------------------------------------------------------------------------

</TABLE>

<PAGE> 34
<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RI-8
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>

Schedule RI-E--Continued

<TABLE>
<CAPTION>
----------------
YEAR-TO-DATE
----------------------
DOLLAR AMOUNTS IN THOUSANDS RIAD Bil Mil Thou
- ------------------------------------------------------------------------------ ----------------------

<S> <C> <C> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A,
item 13) (itemize and describe all such transactions):
---------
a. TEXT 4498 4498 7.a.
--------- -------------------------------------------------------------
b. TEXT 4499 4499 7.b.
--------- -------------------------------------------------------------
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B,
part II, item 5) (itemize and describe all adjustments):
---------
a. TEXT 4521 ACQUIRED CREDIT CARD PORTFOLIO RESERVES 4521 3,269 8.a.
--------- -------------------------------------------------------------
b. TEXT 4522 4522 8.b.
--------- ------------------------------------------------------------- --------------------
9. Other explanations (the space below is provided for the bank to I498 I499 <-
briefly describe, at its option, any other significant items affecting --------------------
the Report of Income):
---
No comment X (RIAD 4769)
---
Other explanations (please type or print clearly):
(TEXT 4769)

</TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-1
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1994

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.

Schedule RC--Balance Sheet
----------------
C400 <-
------------- ----------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Non-interst-bearing balances and currency and coin(1) ................. 0081 368,282 1.a.
b. Interest-bearing balances(2) .......................................... 0071 0 1.b.
2. Securities:
a. HELD-TO-MATURITY SECURITIES (FROM SCHEDULE RC-B, COLUMN A) ............ 1754 93,450 2.a.
b. AVAILABLE-FOR-SALE SECURITIES (FROM SCHEDULE RC-B, COLUMN D) .......... 1773 692,404 2.b.
3. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds sold .................................................... 0276 217,582 3.a.
b. Securities purchased under agreements to resell ....................... 0277 0 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C) ........................ RCFD 2122 4,109,099 4.a.
b. LESS: Allowance for loan and lease losses ... RCFD 3123 63,027 4.b.
c. LESS: Allocated transfer risk reserve ....... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) ................... 2125 4,046,072 4.d.
5. Assets held in trading accounts .......................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases) ................. 2145 55,753 6.
7. Other real estate owned (from Schedule RC-M) ............................. 2150 10,296 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) ........................................................... 2130 2 8.
9. Customers' liability to this bank on acceptances outstanding ............. 2155 888 9.
10. Intangible assets (from Schedule RC-M) ................................... 2143 31,550 10.
11. Other assets (from Schedule RC-F) ........................................ 2160 112,813 11.
12. Total assets (sum of items 1 through 11) ................................. 2170 5,629,092 12.
--------------------------------
<FN>
- -------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
11
<PAGE> 36

<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-2
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
Schedule RC -- Continued
</TABLE>

<TABLE>
<CAPTION>
Dollar Amounts in Thousands Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I) ......................................................... RCON 2200 3,524,616 13.a.
--------------------------
(1) Non-interest-bearing(1) ......................... RCON 6631 1,053,640 13.a.(1)
(2) Interest-bearing ................................ RCON 6636 2,470,976 13.a.(2)
--------------------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) ........................................................ RCFN 2200 254,000 13.b.
--------------------------
(1) Non-interest-bearing ............................ RCFN 6631 0 13.b.(1)
(2) Interest-bearing ................................ RCFN 6636 254,000 13.b.(2)
--------------------------
14. Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds purchased ........................................................ RCFD 0278 534,121 14.a.
b. Securities sold under agreements to repurchase ................................. RCFD 0279 227,103 14.b.
15. a. Demand notes issued to the U.S. Treasury ....................................... RCON 2840 15,000 15.a.
b. TRADING LIABILITIES ............................................................ RCFD 3548 0 15.b.
16. Other borrowed money:
a. WITH ORIGINAL MATURITY OF ONE YEAR OR LESS ..................................... RCFD 2332 311,850 16.a.
b. WITH ORIGINAL MATURITY OF MORE THAN ONE YEAR ................................... RCFD 2333 0 16.b.
17. Mortgage indebtedness and obligations under capitalized leases .................... RCFD 2910 71 17.
18. Bank's liability on acceptances executed and outstanding .......................... RCFD 2920 888 18.
19. Subordinated notes and debentures ................................................. RCFD 3200 0 19.
20. Other liabilities (from Schedule RC-G) ............................................ RCFD 2930 217,766 20.
21. Total liabilities (sum of items 13 through 20) .................................... RCFD 2948 5,085,415 21.

22. Limited-life preferred stock and related surplus .................................. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ..................................... RCFD 3838 0 23.
24. Common stock ...................................................................... RCFD 3230 18,937 24.
25. Surplus (exclude all surplus related to preferred stock) .......................... RCFD 3839 124,833 25.
26. a. Undivided profits and capital reserves ......................................... RCFD 3632 414,887 26.a.
b. NET UNREALIZED HOLDING GAINS (LOSSES) ON AVAILABLE-FOR-SALE SECURITIES ......... RCFD 8434 (14,980) 26.b.
27. Cumulative foreign currency translation adjustments ............................... RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) ................................. RCFD 3210 543,677 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28) ..................................................... RCFD 3300 5,629,092 29.
-----------------------

Memorandum

TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.

1. Indicate in the box at the right the number of the statement below that best describes Number
the most comprehensive level of auditing work performed for the bank by independent ---------------
external auditors as of any date during 1993 .................................................. RCFD 6724 N/A N.1.
---------------

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a
certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public
accounting firm (may be required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

<FN>
- ---------------
(1) Includes total demand deposits and non-interest-bearing time and savings deposits.
</TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-3
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-A--Cash and Balances Due From Depository Institutions

Exclude assets held in trading accounts.
-----------
C405 <-
------------------------------ ------------------------------
(Column A) (Column B)
Consolidated Domestic
Bank Offices
------------------------------ ------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- -------------------------------------------------------------------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and
currency and coin ............................................... 0022 318,360 1.
a. Cash items in process of collection and unposted debits ...... 0020 249,878 1.a.
b. Currency and coin ............................................ 0080 68,482 1.b.
2. Balances due from depository institutions in the U.S. ........... 0082 3,337 2.
a. U.S. branches and agencies of foreign banks (including their
IBFs) ........................................................ 0083 0 2.a.
b. Other commercial banks in the U.S. and other depository
institutions in the U.S. (including their IBFs) .............. 0085 3,337 2.b.
3. Balances due from banks in foreign countries and foreign central
banks ........................................................... 0070 2,288 3.
a. Foreign branches of other U.S. banks ......................... 0073 0 3.a.
b. Other banks in foreign countries and foreign central banks ... 0074 2,288 3.b.
4. Balances due from Federal Reserve Banks ......................... 0090 44,297 0090 44,297 4.
5. Total (sum of items 1 through 4) (total of column A must equal
Schedule RC, sum of items 1.a and 1.b) .......................... 0010 368,282 0010 368,282 5.
------------------------------------------------------------

------------------------------
Memorandum Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Non-interest-bearing balances due from commercial banks in the U.S.
(included in item 2, column B above) ..................................... 0050 3,337 M.1.
------------------------------
</TABLE>
13
<PAGE> 38

<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-4
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>

Schedule RC-B--Securities

Exclude assets held in trading accounts.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
--------
C410 <-
---------------------------------------------------------------------------------
Held-to-maturity Available-for-sale
---------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
---------------------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
1. U.S. Treasury securities............ 0211 0 0213 0 1286 569,228 1287 546,296 1.
2. U.S. Government agency and corporation
obligations (exclude mortgage-backed
securities):
a. Issued by U.S. Government
agencies(2)...................... 1289 0 1290 0 1291 0 1293 0 2.a.
b. Issued by U.S. Government-
sponsored agencies(3)............ 1294 0 1295 0 1297 0 1298 0 2.b.
3. Securities issued by states and
political subdivisions in the U.S.:
a. General obligations.............. 1676 6,501 1677 6,849 1678 0 1679 0 3.a.
b. Revenue obligations.............. 1681 17,079 1686 17,269 1690 0 1691 0 3.b.
c. Industrial development and
similar obligations.............. 1694 100 1695 100 1696 0 1697 0 3.c.
4. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA........... 1698 482 1699 488 1701 0 1702 0 4.a.(1)
(2) Issued by FNMA and FHLMC..... 1703 21,814 1705 22,417 1706 0 1707 0 4.a.(2)
(3) Privately issued............. 1709 0 1710 0 1711 4,114 1713 3,938 4.a.(3)
b. CMOs and REMICs:
(1) Issued by FNMA and FHLMC..... 1714 0 1715 0 1716 89,506 1717 88,818 4.b.(1)
(2) Privately issued and
collateralized by MBS issued
or guaranteed by FNMA, FHLMC,
or GNMA...................... 1718 334 1719 339 1731 0 1732 0 4.b.(2)
(3) All other privately issued... 1733 0 1734 0 1735 40,337 1736 39,294 4.b.(3)
5. Other debt securities:
a. Other domestic debt securities... 1737 47,135 1738 48,437 1739 0 1741 0 5.a.
b. Foreign debt securities.......... 1742 5 1743 5 1744 0 1746 0 5.b.
---------------------------------------------------------------------------------
<FN>
- ------------
(1) Includes equity securities without readily determinable fair values at historical cost in item 6.c., column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and
Export-Import Bank participation certificates.
(3) Includes obligations (other than pass-through securities, CMOs, and REMICs) issued by the Farm Credit System, the Federal Home
Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing
Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
</TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-5
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-B--Continued

-------------------------------------------------------------
Held-to-maturity
-------------------------------------------------------------
(Column A) (Column B)
Amortized Cost Fair Value
------------------------------ ------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
- --------------------------------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6. Equity securities:
a. Investments in mutual
funds .....................
b. Other equity securities
with readily determin-
able fair values ..........
c. All other equity
securities(1) .............
7. Total (sum of items 1 through
6) (total of column A must
equal Schedule RC, item 2.a)
(total of column D must equal
Schedule RC, item 2.b) ....... 1754 93,450 1771 95,904
--------------------------------------------------------------

<CAPTION>
Schedule RC-B--Continued

-------------------------------------------------------------
Available-for-sale
-------------------------------------------------------------
(Column C) (Column D)
Amortized Cost Fair Value(1)
------------------------------ ------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
- --------------------------------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6. Equity securities:
a. Investments in mutual
funds ..................... 1747 10,094 1748 9,745 6.a.
b. Other equity securities
with readily determin-
able fair values .......... 1749 0 1751 0 6.b.
c. All other equity
securities(1) ............. 1752 4,313 1753 4,313 6.c.
7. Total (sum of items 1 through
6) (total of column A must
equal Schedule RC, item 2.a)
(total of column D must equal
Schedule RC, item 2.b) ....... 1772 717,592 1773 692,404 7.
--------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
---------------
Memoranda C412 <-
-------------- ---------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Pledged securities(2) .................................................... 0416 459,173 M.1.
2. Maturity and repricing data for DEBT securities(2)(3)(4) (excluding those
in nonaccrual status):
a. Fixed rate debt securities with a remaining maturity of:
(1) Three months or less .............................................. 0343 25 M.2.a.(1)
(2) Over three months through 12 months ............................... 0344 20,794 M.2.a.(2)
(3) Over one year through five years .................................. 0345 553,608 M.2.a.(3)
(4) Over five years ................................................... 0346 65,117 M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1)
through 2.a.(4)) .................................................. 0347 639,544 M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of:
(1) Quarterly or more frequently ...................................... 4544 132,047 M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ... 4545 205 M.2.b.(2)
(3) Every five years or more frequently, but less frequently than
annually .......................................................... 4551 0 M.2.b.(3)
(4) Less frequently than every five years ............................. 4552 0 M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items
2.b.(1) through 2.b.(4)) .......................................... 4553 132,252 M.2.b.(5)
c. Total DEBT securities (sum of Memorandum items 2.a.(5) and 2.b.(5))
(must equal total debt securities from schedule RC-B, sum of items 1
through 5, columns A and D, minus nonaccrual debt securities included
in Schedule RC-N, item 9, column C) ................................... 0393 771,796 M.2.c.
3. Not applicable
4. Held-to-maturity debt securities restructured and in compliance with
modified terms (included in Schedule RC-B, items 3 through 5, column A,
above) ................................................................... 5365 0 M.4.
5. Not applicable
6. Floating rate debt securities with a remaining maturity of one year or
less(2) (included in Memorandum item 2.b.(5) above) ...................... 5519 0 M.6.
7. 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.7.
---------------------------------
<FN>
(1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
(2) Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
15
<PAGE> 40

<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-6
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>
Schedule RC-C--Loans and Lease Financing Receivables

Part I. Loans and Leases

<TABLE>
<S> <C> <C>
Do not deduct the allowance for loan and lease losses from amounts --------
reported in this schedule. Report total loans and leases, net of uearned C415 <-
income. Exclude assets held in trading accounts. --------------------------------------------
(Column A) (Column B)
Consolidated Domestic
Bank Offices
---------------------- ---------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- --------------------------------------------------------------------------- ---------------------- ---------------------
1. Loans secured by real estate .......................................... 1410 1,238,009 1.
a. Construction and land development................................... 1415 193,180 1.a.
b. Secured by farmland (including farm residential and other
improvements)....................................................... 1420 1,596 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 116,797 1.c.(1)
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens...................................... 5367 385,995 1.c.(2)(a)
(b) Secured by junior liens..................................... 5368 58,987 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properites........... 1460 9,263 1.d.
e. Secured by nonfarm nonresidential properties........................ 1480 472,191 1.e.
2. Loans to depository institutions:
a. To commercial banks in the U.S. .................................... 1505 18,000 2.a.
(1) To U.S. branches and agencies of foreign banks.................. 1506 0 2.a.(1)
(2) To other commercial banks in the U.S. .......................... 1507 18,000 2.a.(2)
b. To other depository institutions in the U.S. ....................... 1517 0 1517 0 2.b.
c. To banks in foreign countries....................................... 1510 0 2.c.
(1) To foreign branches of other U.S. banks......................... 1513 0 2.c.(1)
(2) To other banks in foreign countries............................. 1516 0 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers.... 1590 11,673 1590 11,673 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)....................................... 1763 1,139,252 1763 1,139,252 4.a.
b. To non-U.S. addressees (domicile)................................... 1764 0 1764 0 4.b.
5. Acceptances of other banks:
a. Of U.S. banks....................................................... 1756 0 1756 0 5.a.
b. Of foreign banks.................................................... 1757 99 1757 99 5.b.
6. Loans to individuals for household, family, and other personal
expenditures (i.e., consumer loans) (includes purchased paper)......... 1975 1,216,828 6.
a. Credit cards and related plans (includes check credit and other
revolving credit plans)............................................. 2008 560,481 6.a.
b. Other (includes single payment, installment, and all student loans). 2011 656,347 6.b.
7. Loans to foreign governments and official institutions (including
foreign central banks)................................................. 2081 24 2081 24 7.
8. Obligations (other than securities and leases) of states and political
subdivisions in the U.S. (includes nonrated industrial development
obligations)........................................................... 2107 40,567 2107 40,567 8.
9. Other loans............................................................ 1563 108,266 9.
a. Loans for purchasing or carrying securities (secured and unsecured). 1545 29,942 9.a.
b. All other loans (exclude consumer loans)............................ 1564 78,324 9.b.
10. Lease financing receivables (net of unearned income)................... 2165 336,402 10.
a. Of U.S. addressees (domicile)....................................... 2182 290,821 10.a.
b. Of non-U.S. addressees (domicile)................................... 2183 45,581 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above........ 2123 21 2123 21 11.
12. Total loans and leases, net of unearned income (sum of items 1 through
10 minus item 11) (total of column A must equal Schedule RC, item 4.a). 2122 4,109,099 2122 4,109,099 12.
--------------------------------------------

</TABLE>

<PAGE> 41
<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-7
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>

Schedule RC-C--Continued

Part I. Continued

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
------------------------------------------------------
(Column A) (Column B)
Consolidated Domestic
Memoranda Bank Offices
------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
1. Commercial paper included in Schedule RC-C, part I, above....... 1496 0 1496 0 M.1.
2. Loans and leases restructured and in compliance with modified
terms (included in Schedule RC-C, part I, above):
a. Loans secured by real estate: -------------------------
(1) To U.S. addressees (domicile)............................ 1687 3,854 M.2.a.(1)
(2) To non-U.S. addressees (domicile)........................ 1689 0 M.2.a.(2)
b. Loans to finance agricultural production and other loans
to farmers................................................... 1613 0 M.2.b.
c. Commercial and industrial loans:
(1) To U.S. addressees (domicile)............................ 1758 0 M.2.c.(1)
(2) To non-U.S. addressees (domicile)........................ 1759 0 M.2.c.(2)
d. All other loans (exclude loans to individuals for household,
family, and other personal expenditures)..................... 1615 0 M.2.d.
e. Lease financing receivables:
(1) Of U.S. addressees (domicile)............................ 1789 0 M.2.e.(1)
(2) Of non-U.S. addressees (domicile)........................ 1790 0 M.2.e.(2)
f. Total (sum of Memorandum items 2.a through 2.e).............. 1616 3,854 M.2.f.
3. Maturity and repricing data for loans and leases(1) (excluding
those in nonaccrual status):
a. Fixed rate loans and leases with a remaining maturity of:
(1) Three months or less..................................... 0348 110,880 M.3.a.(1)
(2) Over three months through 12 months...................... 0349 225,865 M.3.a.(2)
(3) Over one year through five years......................... 0356 695,219 M.3.a.(3)
(4) Over five years.......................................... 0357 355,752 M.3.a.(4)
(5) Total fixed rate loans and leases (sum of Memorandum
items 3.a.(1) through 3.a.(4))........................... 0358 1,387,716 M.3.a.(5)
b. Floating rate loans with a repricing frequency of:
(1) Quarterly or more frequently............................. 4554 2,346,785 M.3.b.(1)
(2) Annually or more frequently, but less frequently than
quarterly................................................ 4555 337,300 M.3.b.(2)
(3) Every five years or more frequently, but less frequently
than annually............................................ 4561 1,306 M.3.b.(3)
(4) Less frequently than every five years.................... 4564 207 M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1)
through 3.b.(4))......................................... 4567 2,685,598 M.3.b.(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and
3.b.(5)) (must equal the sum of total loans and leases, net,
from Schedule RC-C, part I, item 12, plus unearned income from
Schedule RC-C, part I, item 11, minus total nonaccrual loans
and leases from Schedule RC-N, sum of items 1 through 8,
column C).................................................... 1479 4,073,314 M.3.c.
4. Loans to finance commercial real estate, construction, and land
development activities (NOT SECURED BY REAL ESTATE) included in
Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2).... 2746 6,574 M.4.
5. Loans and leases held for sale (included in Schedule RC-C,
part I, above).................................................. 5369 0 M.5.
--------------------------
6. Adjustable rate closed-end loans secured by first liens on 1-4 RCON Bil Mil Thou
family residential properties (included in Schedule RC-C, part I, -------------------------
item 1.c.(2)(a), column B, page RC-6)........................... 5370 238,196 M.6.
------------------------------------------------------
<FN>
- ------------
(1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.
</TABLE>

17
<PAGE> 42

<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-8
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
Schedule RC-D -- Trading Assets and Liabilities

Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional
amount of interest rate, foreign exchange rate, and other commodity and equity contracts (as reported in Schedule RC-L, items 11,
12, and 13).

</TABLE>
<TABLE>

---------------
C420 <-
<CAPTION> ------------------------------
Dollar Amounts in Thousands Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------

<S> <C> <C>
ASSETS
1. U.S. Treasury securities in domestic offices ............................. RCON 3531 0 1.
2. U.S. Government agency and corporation obligations in domestic offices
(exclude mortgage-backed securities) ..................................... RCON 3532 0 2.
3. Securities issued by states and political subdivisions in the U.S.
in domestic offices ...................................................... RCON 3533 0 3.
4. Mortgage-backed securities in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA .. RCON 3534 0 4.a.
b. CMOs and REMICs issued by FNMA or FHLMC ............................... RCON 3535 0 4.b.
c. All other ............................................................. RCON 3536 0 4.c.
5. Other debt securities in domestic offices ................................ RCON 3537 0 5.
6. Certificates of deposit in domestic offices .............................. RCON 3538 0 6.
7. Commercial paper in domestic offices ..................................... RCON 3539 0 7.
8. Bankers acceptances in domestic offices .................................. RCON 3540 0 8.
9. Other trading assets in domestic offices ................................. RCON 3541 0 9.
10. Trading assets in foreign offices ........................................ RCFN 3542 0 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other
commodity and equity contracts:
a. In domestic offices ................................................... RCON 3543 0 11.a.
b. In foreign offices .................................................... RCFN 3544 0 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal
Schedule RC, item 5) ..................................................... RCFD 3545 0 12.
------------------------------
------------------------------
LIABILITIES Bil Mil Thou
------------------------------
13. Liability for short positions ............................................ RCFD 3546 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and
other commodity and equity contracts ..................................... RCFD 3547 0 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal
Schedule RC, item 15.b) .................................................. RCFD 3548 0 15.
------------------------------

</TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-9
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-E--Deposit Liabilities

Part I. Deposits in Domestic Offices
------------
C425 <-
-------------------------------------------------------------------------------- ------------
Nontransaction
Transaction Accounts Accounts
-------------------------------------------------------------- ------------------------------
(Column A) (Column B) (Column C)
Total transaction Memo: Total Total
accounts (including demand deposits nontransaction
total demand (included in accounts
deposits) column A) (including MMDAs)
------------------------------- ------------------------------ ------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- --------------------------------- ------------------------------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Deposits of:
1. Individuals, partnerships, and
corporations ................. 2201 1,134,048 2240 802,463 2346 2,114,917 1.
2. U.S. Government .............. 2202 10,849 2280 10,849 2520 0 2.
3. States and political
subdivisions in the U.S. ..... 2203 44,038 2290 7,411 2530 52,456 3.
4. Commercial banks in the U.S. . 2206 56,007 2310 56,007 4.
a. U.S. branches and agencies
of foreign banks .......... 2347 0 4.a.
b. Other commercial banks in
the U.S. .................. 2348 3,577 4.b.
5. Other depository institutions
in the U.S. .................. 2207 5,354 2312 5,354 2349 100 5.
6. Banks in foreign countries ... 2213 949 2320 949 6.
a. Foreign branches of other
U.S. banks ................ 2367 0 6.a.
b. Other banks in foreign
countries ................. 2373 0 6.b.
7. Foreign governments and
official institutions
(including foreign central
banks) ...................... 2216 0 2300 0 2377 0 7.
8. Certified and official checks 2330 102,321 2330 102,321 8.
9. Total (sum of items 1 through
8) (sum of columns A and C
must equal Schedule RC, item
13.a) ........................ 2215 1,353,566 2210 985,354 2385 2,171,050 9.
------------------------------- ------------------------------ ------------------------------

</TABLE>

<TABLE>
------------------------------
Memoranda Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and
C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts ... 6835 149,795 M.1.a.
b. Total brokered deposits ............................................... 2365 500 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b
above):
(1) Issued in denominations of less than $100,000 ..................... 2343 0 M.1.c.(1)
(2) Issued EITHER in denominations of $100,000 OR in denominations
greater than $100,000 and participated out by the broker in shares
of $100,000 or less ............................................... 2344 0 M.1.c.(2)
d. Total deposits denominated in foreign currencies ...................... 3776 1,754 M.1.d.
e. Preferred deposits (uninsured deposits of states and political
subdivisions in the U.S. reported in item 3 above which are secured or
collateralized as required under state law) .......................... 5590 0 M.1.e.
2. Components of total nontransaction accounts (sum of Memoranda items 2.a
through 2.d must equal item 9, column C above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs) ............................. 6810 780,538 M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) ........................... 0352 530,011 M.2.a.(2)
b. Total time deposits of less than $100,000 ............................. 6648 769,750 M.2.b.
c. Time certificates of deposit of $100,000 or more ...................... 6645 90,751 M.2.c.
d. Open-account time deposits of $100,000 or more ........................ 6646 0 M.2.d.
3. All NOW accounts (included in column A above) ............................ 2398 368,212 M.3.
--------------------------------
</TABLE>
19
<PAGE> 44
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-10
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-E--Continued

Part I. Continued

Memoranda (continued)

DEPOSIT TOTALS FOR FDIC INSURANCE ASSESSMENTS(1)
------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
4. Total deposits in domestic offices (sum of item 9, column A and item 9,
column C) (must equal Schedule RC, item 13.a) ............................ 2200 3,524,616 M.4.

a. TOTAL DEMAND DEPOSITS (must equal item 9, column B) .................. 2210 985,354 M.4.a.
b. TOTAL TIME AND SAVINGS DEPOSITS(2) (must equal item 9, column A plus
item 9, column C minus item 9, column B) ............................. 2350 2,539,262 M.4.b.

<FN>
- ------------
(1) An amended Certified Statement should be submitted to the FDIC if the deposit totals reported in this item are amended after
the semiannual Certified Statement originally covering this report date has been filed with the FDIC.
(2) For FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransaction accounts and all
transaction accounts other than demand deposits.
</TABLE>

<TABLE>

------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
5. Time deposits of less than $100,000 and open-account time deposits of
$100,000 or more (included in Memorandum items 2.b and 2.d above) with a
remaining maturity or repricing frequency of:(1)
a. Three months or less .................................................. 0359 128,343 M.5.a.
b. Over three months through 12 months (but not over 12 months) .......... 3644 256,706 M.5.b.
6. Maturity and repricing data for time certificates of deposit of $100,000
or more:(1)
a. Fixed rate time certificates of deposit of $100,000 or more with a
remaining maturity of:
(1) Three months or less .............................................. 2761 65,792 M.6.a.(1)
(2) Over three months through 12 months ............................... 2762 17,793 M.6.a.(2)
(3) Over one year through five years .................................. 2763 4,231 M.6.a.(3)
(4) Over five years ................................................... 2765 2,935 M.6.a.(4)
(5) Total fixed rate time certificates of deposit of $100,000 or more
(sum of Memorandum items 6.a.(1) through 6.a.(4)) ................. 2767 90,751 M.6.a.(5)
b. Floating rate time certificates of deposit of $100,000 or more with a
repricing frequency of:
(1) Quarterly or more frequently ...................................... 4568 0 M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ... 4569 0 M.6.b.(2)
(3) Every five years or more frequently, but less frequently than
annually .......................................................... 4571 0 M.6.b.(3)
(4) Less frequently than every five years ............................. 4572 0 M.6.b.(4)
(5) Total floating rate time certificates of deposit of $100,000 or
more (sum of Memorandum items 6.b.(1) through 6.b.(4)) ............ 4573 0 M.6.b.(5)
c. Total time certificates of deposit of $100,000 or more (sum of
Memorandum items 6.a.(5) and 6.b.(5)) (must equal Memorandum item 2.c.
above) ................................................................ 6645 90,751 M.6.c.
-------------------------------

<FN>
- -------------------
(1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>

20
<PAGE> 45
<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-11
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>

Schedule RC-E--Continued

Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries
and IBFs)

<TABLE>
<CAPTION>
----------------------
DOLLAR AMOUNTS IN THOUSANDS RCFN Bil Mil Thou
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deposits of:
1. Individuals, partnerships, and corporations................................ 2621 0 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks)............. 2623 254,000 2.
3. Foreign banks (including U.S. branches and agencies of foreign banks,
including their IBFs)...................................................... 2625 0 3.
4. Foreign governments and official institutions (including foreign central
banks)..................................................................... 2650 0 4.
5. Certified and official checks.............................................. 2330 0 5.
6. All other deposits......................................................... 2668 0 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b)....... 2200 254,000 7.
----------------------

Schedule RC-F--Other Assets
<CAPTION>
--------
C430 <-
-----------------------
DOLLAR AMOUNTS IN THOUSANDS Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Income earned, not collected on loans...................................... RCFD 2164 21,601 1.
2. Net deferred tax assets(1)................................................. RCFD 2148 0 2.
3. Excess residential mortgage servicing fees receivable...................... RCFD 5371 0 3.
4. Other (itemize amounts that exceed 25% of this item)....................... RCFD 2168 91,212 4.
----------- --------------------
a. TEXT 3549 LIFE INSURANCE-CASH SURRENDER VALUE RCFD 3549 46,572 4.a.
-----------
b. TEXT 3550 RCFD 3550 4.b.
-----------
c. TEXT 3551 RCFD 3551 4.c.
------------------------------------------------------------------------
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11)......... RCFD 2160 112,813 5.
-----------------------
<CAPTION>
Memorandum -----------------------
DOLLAR AMOUNTS IN THOUSANDS Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes............. RCFD 5610 0 M.1.
-----------------------

Schedule RC-G--Other Liabilities
<CAPTION>
--------
C435 <-
-----------------------
DOLLAR AMOUNTS IN THOUSANDS Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices(2).......... RCON 3645 9,068 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes
payable)................................................................ RCFD 3646 36,608 1.b.
2. Net deferred tax liabilities(1)............................................ RCFD 3049 164,453 2.
3. Minority interest in consolidated subsidiaries............................. RCFD 3000 0 3.
4. Other (itemize amounts that exceed 25% of this item)....................... RCFD 2938 7,637 4.
----------- --------------------
a. TEXT 3552 MTM SWAP FEES RCFD 3552 2,009 4.a.
-----------
b. TEXT 3553 OTHER ASSETS WITH CREDIT BALANCES RCFD 3553 2,433 4.b.
-----------
c. TEXT 3554 RCFD 3554 4.c.
------------------------------------------------------------------------
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20).......... RCFD 2930 217,766 5.
-----------------------
<FN>
- ------------
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.
</TABLE>
21

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-12
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-H--Selected Balance Sheet Items for Domestic Offices

--------------
C440 <-
--------------- --------------
Domestic Offices
------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Customers' liability to this bank on acceptances outstanding ............. 2155 888 1.
2. Bank's liability on acceptances executed and outstanding ................. 2920 888 2.
3. Federal funds sold and securities purchased under agreements to resell ... 1350 217,582 3.
4. Federal funds purchased and securities sold under agreements to repurchase 2800 761,224 4.
5. Other borrowed money ..................................................... 3190 311,850 5.
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and
IBFs ..................................................................... 2163 N/A 6.
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs 2941 254,040 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement
subsidiaries, and IBFs) .................................................. 2192 5,629,092 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement
subsidiaries, and IBFs) .................................................. 3129 4,831,375 9.
--------------------------------

ITEMS 10-17 INCLUDE HELD-TO-MATURITY AND AVAILABLE-FOR-SALE SECURITIES IN DOMESTIC OFFICES.
--------------------------------
RCON Bil Mil Thou
- ----------------------------------------------------------------------------- --------------------------------
<S> <C> <C> <C> <C>
10. U.S. TREASURY SECURITIES ................................................ 1779 546,296 10.
11. U.S. GOVERNMENT AGENCY AND CORPORATION OBLIGATIONS (EXCLUDE MORTGAGE-
BACKED SECURITIES) ...................................................... 1785 0 11.
12. SECURITIES ISSUED BY STATES AND POLITICAL SUBDIVISIONS IN THE U.S. ...... 1786 23,680 12.
13. MORTGAGE-BACKED SECURITIES:
a. PASS-THROUGH SECURITIES:
(1) ISSUED OR GUARANTEED BY FNMA, FHLMC, OR GNMA ..................... 1787 22,296 13.a.(1)
(2) PRIVATELY ISSUED ................................................. 1869 3,938 13.a.(2)
b. CMOS AND REMICS:
(1) ISSUED BY FNMA AND FHLMC ......................................... 1877 88,818 13.b.(1)
(2) PRIVATELY ISSUED ................................................. 2253 39,628 13.b.(2)
14. OTHER DOMESTIC DEBT SECURITIES .......................................... 3159 47,135 14.
15. FOREIGN DEBT SECURITIES ................................................. 3160 5 15.
16. EQUITY SECURITIES:
a. INVESTMENTS IN MUTUAL FUNDS .......................................... 3161 9,745 16.a.
b. OTHER EQUITY SECURITIES WITH READILY DETERMINABLE FAIR VALUES ........ 3162 0 16.b.
c. ALL OTHER EQUITY SECURITIES .......................................... 3169 4,313 16.c.
17. TOTAL HELD-TO-MATURITY AND AVAILABLE-FOR-SALE SECURITIES (SUM OF ITEMS
10 THROUGH 16) .......................................................... 3170 785,854 17.
--------------------------------

Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
EITHER
1. Net due from the IBF of the domestic offices of the reporting bank ....... 3051 N/A N.1.
OR
2. Net due to the IBF of the domestic offices of the reporting bank ......... 3059 0 N.2.
------------------------------
</TABLE>
22
<PAGE> 47
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-13
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-I--Selected Assets and Liabilities of IBFs

TO BE COMPLETED ONLY BY BANKS WITH IBFS AND OTHER "FOREIGN" OFFICES.
-------------
C445 <-
---------------- -------------
Dollar Amounts in Thousands RCFN Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC, item
12) ...................................................................... 2133 12 1.
2. Total IBF loans and lease financing receivables (component of Schedule
RC-C, part I, item 12, column A) ......................................... 2076 0 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I,
item 4, column A) ........................................................ 2077 0 3.
4. Total IBF liabilities (component of Schedule RC, item 21) ................ 2898 254,040 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of
Schedule RC-E, part II, items 2 and 3) .................................... 2379 254,000 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items
1, 4, 5, and 6) ........................................................... 2381 0 6.
--------------------------------

Schedule RC-K--Quarterly Averages (1)
------------
C455 <-
----------------- ------------
Dollar Amounts in Thousands Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C>
ASSETS
1. Interest-bearing balances due from depository institutions .............. RCFD 3381 0 1.
2. U.S. Treasury securities and U.S. Government agency and corporation
obligations(2) .......................................................... RCFD 3382 707,473 2.
3. Securities issued by states and political subdivisions in the U.S.(2) ... RCFD 3383 23,976 3.
4. a. Other debt securities(2) ............................................. RCFD 3647 93,617 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal
Reserve stock) ....................................................... RCFD 3648 14,291 4.b.
5. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs .............................................................. RCFD 3365 254,204 5.
6. Loans:
a. Loans in domestic offices:
(1) Total loans ....................................................... RCON 3360 3,750,532 6.a.(1)
(2) Loans secured by real estate ...................................... RCON 3385 1,182,679 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers RCON 3386 10,468 6.a.(3)
(4) Commercial and industrial loans ................................... RCON 3387 1,116,202 6.a.(4)
(5) Loans to individuals for household, family, and other personal
expenditures ...................................................... RCON 3388 1,312,330 6.a.(5)
(6) Obligations (other than securities and leases) of states and
political subdivisions in the U.S. ................................ RCON 3389 41,313 6.a.(6)
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and
IBFs .................................................................. RCFN 3360 0 6.b.
7. Assets held in trading accounts .......................................... RCFD 3401 0 7.
8. Lease financing receivables (net of unearned income) ..................... RCFD 3484 312,854 8.
9. Total assets ............................................................. RCFD 3368 5,632,849 9.
LIABILITIES
10. Interest-bearing transaction accounts in domestic offices (NOW accounts,
ATS accounts, and telephone and preauthorized transfer accounts) (exclude
demand deposits) ......................................................... RCON 3485 376,131 10.
11. Nontransaction accounts in domestic offices:
a. Money market deposit accounts (MMDAs) ................................. RCON 3486 783,077 11.a.
b. Other savings deposits ................................................ RCON 3487 558,919 11.b.
c. Time certificates of deposit of $100,000 or more ...................... RCON 3345 51,634 11.c.
d. All other time deposits ............................................... RCON 3469 717,204 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs ................................................... RCFN 3404 121,933 12.
13. Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs ................................................ RCFD 3353 903,453 13.
14. Other borrowed money ..................................................... RCFD 3355 358,936 14.
--------------------------------
<FN>
- ----------------
(1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or
(2) an average of weekly figures (i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized cost.
(3) Quarterly averages for all equity securities should be based on historical cost.
</TABLE>
23
<PAGE> 48
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-14
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-L--Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are
regarded as volume indicators and not necessarily as measures of risk.
-----------
C460 <-
------------------ -----------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential
properties, e.g., home equity lines .................................. 3814 96,536 1.a.
b. Credit card lines .................................................... 3815 3,008,533 1.b.
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate ................. 3816 113,769 1.c.(1)
(2) Commitments to fund loans not secured by real estate ............. 6550 66,561 1.c.(2)
d. Securities underwriting .............................................. 3817 0 1.d.
e. Other unused commitments ............................................. 3818 1,106,688 1.e.
2. Financial standby letters of credit and foreign office guarantees ....... 3819 682,177 2.
a. Amount of financial standby letters of
credit conveyed to others RCFD 3820 94,710 2.a.
3. Performance standby letters of credit and foreign office guarantees ..... 3821 7,971 3.
a. Amount of performance standby letters of
credit conveyed to others RCFD 3822 0 3.a.
4. Commercial and similar letters of credit ................................ 3411 55,767 4.
5. Participations in acceptances (as described in the instructions) conveyed
to others by the reporting bank ......................................... 3428 0 5.
6. Participations in acceptances (as described in the instructions) acquired
by the reporting (nonaccepting) bank .................................... 3429 0 6.
7. Securities borrowed ..................................................... 3432 0 7.
8. Securities lent (including customers' securities lent where the customer
is indemnified against loss by the reporting bank) ...................... 3433 469,332 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have
been treated as sold for Call Report purposes:
a. FNMA and FHLMC residental mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the
report date ...................................................... 3650 0 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report
date ............................................................. 3651 0 9.a.(2)
b. Private (non-government-issued or -guaranteed) residential mortgage
loan pools:
(1) Outstanding principal balance of mortgages transferred as of the
report date ...................................................... 3652 0 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report
date ............................................................. 3653 0 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the
report date ...................................................... 3654 0 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report
date ............................................................. 3655 0 9.c.(2)
10. When-issued securities:
a. Gross commitments to purchase ........................................ 3434 0 10.a.
b. Gross commitments to sell ............................................ 3435 0 10.b.
11. Interest rate contracts (exclude when-issued securities):
a. Notional value of interest rate swaps ................................ 3450 3,894,910 11.a.
b. Futures and forward contracts ........................................ 3823 0 11.b.
c. Option contracts (e.g., options on Treasuries):
(1) Written option contracts ......................................... 3824 273,000 11.c.(1)
(2) Purchased option contracts ....................................... 3825 498,000 11.c.(2)
12. Foreign exchange rate contracts:
a. Notional value of exchange swaps (e.g., cross-currency swaps) ........ 3826 0 12.a.
b. Commitments to purchase foreign currencies and U.S. dollar exchange
(spot, forward, and futures) ......................................... 3415 3,700 12.b.
c. Option contracts (e.g., options on foreign currency):
(1) Written option contracts ......................................... 3827 0 12.c.(1)
(2) Purchased option contracts ....................................... 3828 0 12.c.(2)
-------------------------------
</TABLE>
24
<PAGE> 49
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-15
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-L--Continued
------------
C461 <-
----------------- ------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
13. Contracts on other commodities and equities:
a. Notional value of other swaps (e.g., oil swaps) ...................... 3829 0 13.a.
b. Futures and forward contracts (e.g., stock index and commodity--
precious metals, wheat, cotton, livestock--contracts) ................ 3830 0 13.b.
c. Option contracts (e.g., options on commodities, individual stocks and
stock indexes):
(1) Written option contracts ......................................... 3831 0 13.c.(1)
(2) Purchased option contracts ....................................... 3832 0 13.c.(2)
14. All other off-balance sheet liabilities (itemize and describe each
component of this item over 25% of Schedule RC, item 28, "Total equity
capital") ............................................................... 3430 0 14.
a. TEXT 3555 RCFD 3555 14.a.
b. TEXT 3556 RCFD 3556 14.b.
c. TEXT 3557 RCFD 3557 14.c.
d. TEXT 3558 RCFD 3558 14.d.
15. All other off-balance sheet assets (itemize and describe each component
of this item over 25% of Schedule RC, item 28, "Total equity
capital") ............................................................... 5591 0 15.
a. TEXT 5592 RCFD 5592 15.a.
b. TEXT 5593 RCFD 5593 15.b.
c. TEXT 5594 RCFD 5594 15.c.
d. TEXT 5595 RCFD 5595 15.d.
--------------------------------
</TABLE>

<TABLE>
Memoranda
------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Not Applicable
2. Not Applicable
3. Unused commitments with an original maturity exceeding one year that are
reported in Schedule RC-L, items 1.a through 1.e, above (report only the
unused portions of commitments that are fee paid or otherwise legally
binding) ................................................................. 3833 841,928 M.3.
a. Participations in commitments with an original maturity
exceeding one year conveyed to others ...... RCFD 3834 34,704 M.3.a.
4. To be completed only by banks with $1 billion or more in total assets:
Standby letters of credit and foreign office guarantees (both financial
and performance) issued to non-U.S. addressees (domicile) included in
Schedule RC-L, items 2 and 3, above ...................................... 3377 542 M.4.
5. TO BE COMPLETED FOR THE SEPTEMBER REPORT ONLY:
Installment loans to individuals for household, family, and other personal
expenditures that have been securitized and sold without recourse (with
servicing retained), amounts outstanding by type of loan:
a. Loans to purchase private passenger automobiles ....................... 2741 183 M.5.a.
b. Credit cards and related plans ........................................ 2742 0 M.5.b.
c. All other consumer installment credit (including mobile home loans) ... 2743 169,513 M.5.c.
-------------------------------
</TABLE>
25
<PAGE> 50
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-16
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-M--Memoranda
------------
C465 <-
----------------- ------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers,
directors, principal shareholders, and their related interests as of the
report date:
a. Aggregate amount of all extensions of credit to all executive officers,
directors, principal shareholders, and their related interests ........ 6164 44,254 1.a.
b. Number of executive officers, directors, and principal shareholders to
whom the amount of all extensions of credit by the reporting bank
(including extensions of credit to related interests) equals or exceeds
the lesser of $500,000 or 5 percent of total capital Number
-----------------
as defined for this purpose in agency regulations. RCFD 6165 8 1.b.
-----------------
2. Federal funds sold and securities purchased under agreements to resell
with U.S. branches and agencies of FOREIGN BANKS(1) (included in Schedule
RC, items 3.a and 3.b) ................................................... 3405 0 2.
3. Not applicable.
4. 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 0 4.a.
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer ................................ 5501 0 4.b.(1)
(2) Serviced without recourse to servicer ............................. 5502 0 4.b.(2)
c. Mortgages serviced under a FNMA contract:
(1) Serviced under a regular option contract .......................... 5503 0 4.c.(1)
(2) Serviced under a special option contract .......................... 5504 0 4.c.(2)
d. Mortgages serviced under other servicing contracts .................... 5505 0 4.d.
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sum of items
5.a and 5.b must equal Schedule RC, item 9):
a. U.S. addressees (domicile) ............................................ 2103 767 5.a.
b. Non-U.S. addressees (domicile) ........................................ 2104 121 5.b.
6. Intangible assets:
a. Mortgage servicing rights ............................................. 3164 0 6.a.
b. Other identifiable intangible assets:
(1) Purchased credit card relationships ............................... 5506 26,479 6.b.(1)
(2) All other identifiable intangible assets .......................... 5507 0 6.b.(2)
c. Goodwill .............................................................. 3163 5,071 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10). 2143 31,550 6.d.
e. Intangible assets that have been grandfathered for regulatory capital
purposes .............................................................. 6442 0 6.e.
-------------------------------
YES NO
7. Does your bank have any mandatory convertible debt that is part of your -------------------------------
Tier 2 capital? .......................................................... 6167 X 7.
If yes, complete items 7.a through 7.e: RCFD Bil Mil Thou
------------------------------
a. Total equity contract notes, gross .................................... 3290 N/A 7.a.
b. Common or perpetual preferred stock dedicated to redeem the above notes 3291 N/A 7.b.
c. Total equity commitment notes, gross .................................. 3293 N/A 7.c.
d. Common or perpetual preferred stock dedicated to redeem the above notes 3294 N/A 7.d.
e. Total (item 7.a minus 7.b plus 7.c minus 7.d) ......................... 3295 N/A 7.e.
------------------------------
<FN>
- ---------------
(1) Do NOT report federal funds sold and securities purchased under agreements to resell with other commercial banks in the U.S. in
this item.
</TABLE>
26
<PAGE> 51
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-17
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-M--Continued

------------------------------
Dollar Amounts in Thousands Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
8. a. Other real estate owned:
(1) Direct and indirect investments in real estate ventures ........... RCFD 5372 0 8.a.(1)
(2) All other real estate owned:
(a) Construction and land development in domestic offices ......... RCON 5508 2,070 8.a.(2)(a)
(b) Farmland in domestic offices .................................. RCON 5509 0 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices ......... RCON 5510 57 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic
offices ....................................................... RCON 5511 0 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices ......... RCON 5512 8,169 8.a.(2)(e)
(f) In foreign offices ............................................ RCFN 5513 0 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC,
item 7) ........................................................... RCFD 2150 10,296 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures ........... RCFD 5374 0 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated
companies ......................................................... RCFD 5375 2 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC,
item 8) ........................................................... RCFD 2130 2 8.b.(3)
c. TOTAL ASSETS of unconsolidated subsidiaries and associated companies .. RCFD 5376 928 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in
Schedule RC, item 23, "Perpetual preferred stock and related surplus" .... RCFD 3778 0 9.
10. MUTUAL FUND AND ANNUITY SALES IN DOMESTIC OFFICES DURING THE QUARTER
(INCLUDE PROPRIETARY, PRIVATE LABEL, AND THIRD PARTY MUTUAL FUNDS):
a. MONEY MARKET FUNDS .................................................... RCON 6441 46 10.a.
b. EQUITY SECURITIES FUNDS ............................................... RCON 8427 1,598 10.b.
c. DEBT SECURITIES FUNDS ................................................. RCON 8428 1,637 10.c.
d. OTHER MUTUAL FUNDS .................................................... RCON 8429 1 10.d.
e. ANNUITIES ............................................................. RCON 8430 6,210 10.e.
-------------------------------
</TABLE>

<TABLE>

------------------------------
Memorandum Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Interbank holdings of capital instruments (TO BE COMPLETED FOR THE
DECEMBER REPORT ONLY):
a. Reciprocal holdings of banking organizations' capital instruments ..... 3836 N/A M.1.a.
b. Nonreciprocal holdings of banking organizations' capital instruments .. 3837 N/A M.1.b.
-------------------------------
</TABLE>
27
<PAGE> 52
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-18
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-N--Past Due and Nonaccrual Loans, Leases,
and Other Assets

The FFIEC regards the information reported in
all of Memorandum item 1, in items 1 through 10,
column A, and in Memorandum items 2 through 4,
column A, as confidential.
------------
C470 <-
------------------------------------------------------------------------------- ------------
(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
------------------------------ ------------------------------ ------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ---------------------------------- ------------------------------ ------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile) 1245 1246 902 1247 16,462 1.a.
b. To non-U.S. addressees
(domicile) ................. 1248 1249 0 1250 0 1.b.
2. Loans to depository
institutions and acceptances of
other banks:
a. To U.S. banks and other U.S.
depository institutions .... 5377 5378 0 5379 0 2.a.
b. To foreign banks ........... 5380 5381 0 5382 0 2.b.
3. Loans to finance agricultural
production and other loans to
farmers ....................... 1594 1597 0 1583 112 3.
4. Commercial and industrial
loans:
a. To U.S. addressees (domicile) 1251 1252 56 1253 18,004 4.a.
b. To non-U.S. addressees
(domicile) ................. 1254 1255 0 1256 0 4.b.
5. Loans to individuals for
household, family, and other
personal expenditures:
a. Credit cards and related
plans ...................... 5383 5384 4,786 5385 0 5.a.
b. Other (includes single
payment, installment, and
all student loans) ......... 5386 5387 367 5388 782 5.b.
6. Loans to foreign governments
and official institutions ..... 5389 5390 0 5391 0 6.
7. All other loans ............... 5459 5460 33 5461 248 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile) 1257 1258 0 1259 198 8.a.
b. Of non-U.S. addressees
(domicile) ................. 1271 1272 0 1791 0 8.b.
9. Debt securities and other
assets (exclude other real
estate owned and other
repossessed assets) ........... 3505 3506 0 3507 0 9.
--------------------------------------------------------------------------------------------

====================================================================================================================================

Amounts reported in items 1 through 8 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and
leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in
items 1 through 8.

------------------------------ ------------------------------ ------------------------------
10. Loans and leases reported in RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
items 1 through 8 above ------------------------------ ------------------------------ ------------------------------
which are wholly or partially
guaranteed by the U.S.
government ................... 5612 5613 346 5614 402 10.
a. Guaranteed portion of
loans and leases included
in item 10 above ......... 5615 5616 346 5617 341 10.a.
--------------------------------------------------------------------------------------------
</TABLE>
28
<PAGE> 53
<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-19
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>

Schedule RC-N--Continued

<TABLE>
<CAPTION> ----------
C473 <-
-------------------------------------------------------------------
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
Memoranda accruing accruing
-------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Restructured loans and leases included in
Schedule RC-N, items 1 through 8, above...... 1658 1659 1661 M.1.
2. Loans to finance commercial real estate,
construction, and land development activities
(NOT SECURED BY REAL ESTATE) included in
Schedule RC-N, items 4 and 7, above.......... 6558 6559 0 6560 858 M.2.
--------------------------------------------------------------------
RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
--------------------------------------------------------------------
3. Loans secured by real estate in domestic offices
(included in Schedule RC-N, item 1, above):
a. Construction and land development......... 2759 2769 0 3492 10,872 M.3.a.
b. Secured by farmland....................... 3493 3494 0 3495 283 M.3.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........ 5398 5399 0 5400 119 M.3.c.(1)
(2) All other loans secured by 1-4 family
residential properties................ 5401 5402 103 5403 1,623 M.3.c.(2)
d. Secured by multifamily (5 or more)
residential properties.................... 3499 3500 0 3501 280 M.3.d.
e. Secured by nonfarm nonresidential
properties................................ 3502 3503 799 3504 3,285 M.3.e.
--------------------------------------------------------------------

--------------------------------------------
(Column A) (Column B)
Past due 30 Past due 90
through 89 days days or more
---------------------------------------------
RCFD Bil Mil Thou RCFD Bil Mil Thou
---------------------------------------------
4. Interest rate, foreign exchange rate, and
other commodity and equity contracts:
a. Book value of amounts carried as assets... 3522 3528 0 M.4.a.
b. Replacement cost of contracts with a
positive replacement cost................. 3529 3530 0 M.4.b.
---------------------------------------------
</TABLE>
29
<PAGE> 54
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-20
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-O--Other Data for Deposit Insurance Assessments

An amended Certified Statement should be submitted to the FDIC if the amounts reported in items 1 through 10 of this schedule are
amended after the semiannual Certified Statement originally covering this report date has been filed with the FDIC.

-----------
C475 <-
------------------ -----------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C>
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits .................................. 0030 N/A 1.a.
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits................ 0031 0 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1)... 0032 12,118 1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits ................................. 3510 N/A 2.a.
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits............... 3512 2,256 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1).. 3514 23,061 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not
included in total deposits in domestic offices)........................... 3520 0 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured
branches in Puerto Rico and U.S. territories and possessions (not
included in total deposits):
a. Demand deposits of consolidated subsidiaries........................... 2211 31 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries.............. 2351 0 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries... 5514 0 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and
possessions:
a. Demand deposits in insured branches (included in Schedule RC-E,
Part II)............................................................... 2229 0 5.a.
b. Time and savings deposits(1) in insured branches (included in
Schedule RC-E, Part II)................................................ 2383 0 5.b.
c. Interest accrued and unpaid on deposits in insured branches
(included in Schedule RC-G, item 1.b).................................. 5515 0 5.c.
---------------------------
---------------------------
Item 6 is not applicable to state nonmember banks that have not been
authorized by the Federal Reserve to act as pass-through correspondents.
6. Reserve balances actually passed through to the Federal Reserve by the
reporting bank on behalf of its respondent depository institutions that
are also reflected as deposit liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E,
Part I, Memorandum item 4.a)........................................... 2314 0 6.a.
b. Amount reflected in time and savings deposits(1) (included in
Schedule RC-E, Part I, Memorandum item 4.b)............................ 2315 0 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1)
a. Unamortized premiums................................................... 5516 0 7.a.
b. Unamortized discounts.................................................. 5517 0 7.b.

- -------------------------------------------------------------------------------------------------------------
8. TO BE COMPLETED BY BANKS WITH "OAKAR DEPOSITS."
Total "Adjusted Attributable Deposits" of all institutions acquired under ----------------------------
Section 5(d)(3) of the Federal Deposit Insurance Act (from most recent
FDIC Oakar Transaction Worksheet(s)) ..................................... 5518 N/A 8.
----------------------------
- ----------------------------------------------------------------------------------------------------------------------
---------------------------
9. Deposits in lifeline accounts............................................. 5596 9.
10. BENEFIT-RESPONSIVE "DEPOSITORY INSTITUTION INVESTMENT CONTRACTS"
(INCLUDED IN TOTAL DEPOSITS IN DOMESTIC OFFICES).......................... 8432 0 10.
---------------------------
- -------------
(1) For FDIC insurance assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other
than demand deposits.

</TABLE>

<PAGE> 55
<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-21
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
Schedule RC-O -- Continued

Memoranda (to be completed each quarter except as noted)

</TABLE>

<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------ ---------------------------
<S> <C> <C>
1. Total deposits in domestic offices of the bank (sum of Memorandum
items 1.a.(1) and 1.b.(1) must equal Schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:
(1) Amount of deposit accounts of $100,000 or less ...................... 2702 2,100,040 M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be Number
----------------
completed for the June report only) ............... RCON 3779 N/A M.1.a.(2)
----------------
b. Deposit accounts of more than $100,000:
Number
(1) Amount of deposit accounts of more than $100,000 .. ---------------- 2710 1,424,576 M.1.b.(1)
(2) Number of deposit accounts of more than $100,000 .. RCON 2722 2,769 M.1.b.(2)
------------------------------------------
2. Estimated amount of uninsured deposits in domestic offices
of the bank:
a. An estimate of your bank's uninsured deposits can be
determined by multiplying the number of deposit
accounts of more than $100,000 reported in Memorandum
item 1.b.(2) above by $100,000 and subtracting the result
from the amount of deposit accounts of more than
$100,000 reported in Memorandum item 1.b.(1) above.

Indicate in the appropriate box at the right whether your bank YES NO
has a method or procedure for determining a better estimate of uninsured ------------------------
deposits than the estimate described above ............................. 6861 X M.2.a.
------------------------
b. If the box marked YES has been checked, report the estimate of RCON Bil Mil Thou
uninsured deposits determined by using your bank's method or ------------------------
procedure .............................................................. 5597 N/A M.2.b.
------------------------
<F/N>
- ----------------------------------------------------------------------------------------------------------
Person to whom questions about the Reports of Condition and Income should be directed: C477 <-
----

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
MARY NELL PLANE, REGULATORY ACCOUNTING COORDINATOR (317) 321-8254
- --------------------------------------------------------------- --------------------------------------
Name and Title (TEXT 8901) Area code and phone number (TEXT 8902)

</TABLE>
31
<PAGE> 56
<TABLE>

Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-22
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

<CAPTION>
Schedule RC-R--Risk-Based Capital

This schedule must be completed by all banks as follows: Banks that reported total assets of $1 billion or more in Schedule RC, item
12, for June 30, 1993, must complete items 2 through 9 and Memorandum item 1. Banks with assets of less than $1 billion must
complete items 1 through 3 below or Schedule RC-R in its entirety, depending on their response to item 1 below.

-------------
C480 <-
1. TEST FOR DETERMINING THE EXTENT TO WHICH SCHEDULE RC-R MUST BE COMPLETED. TO BE COMPLETED -------------
ONLY BY BANKS WITH TOTAL ASSETS OF LESS THAN $1 BILLION. Indicate in the appropriate YES NO
box at the right whether the bank has total capital greater than or equal to eight percent --------------------
of adjusted total assets ..................................................................... RCFD 6056 1.
--------------------
For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government
agency obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the allowance for loan
and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below. If the box marked
NO has been checked, the bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight
percent or that the bank is not in compliance with the risk-based capital guidelines.

--------------------------------------------------------------
(Column A) (Column B)
Subordinated Debt(1) Other
and Intermediate Limited-
ITEMS 2 AND 3 ARE TO BE COMPLETED BY ALL BANKS. Term Preferred Life Capital
Stock Instruments
------------------------------ ------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
- ---------------------------------------------------- ------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2. Subordinated debt(1) and other limited-life
capital instruments (original weighted average
maturity of at least five years) with a
remaining maturity of:
a. One year or less ............................. 3780 0 3786 0 2.a.
b. Over one year through two years .............. 3781 0 3787 0 2.b.
c. Over two years through three years ........... 3782 0 3788 0 2.c.
d. Over three years through four years .......... 3783 0 3789 0 2.d.
e. Over four years through five years ........... 3784 0 3790 0 2.e.
f. Over five years .............................. 3785 0 3791 0 2.f.
--------------------------------------------------------------

3. Total qualifying capital (i.e., Tier 1 and Tier 2 RCFD Bil Mil Thou
capital) allowable under the risk-based capital ----------------------------
guidelines ....................................................................... 3792 615,915 3.

--------------------------------------------------------------
(Column A) (Column B)
ITEMS 4-9 AND MEMORANDUM ITEM 1 ARE TO BE COMPLETED Assets Credit Equiv-
BY BANKS THAT ANSWERED NO TO ITEM 1 ABOVE AND Recorded alent Amount
BY BANKS WITH TOTAL ASSETS OF $1 BILLION OR MORE. on the of Off-Balance
Balance Sheet Sheet Items(2)
------------------------------ ------------------------------
4. Assets and credit equivalent amounts of off- RCFD Bil Mil Thou RCFD Bil Mil Thou
balance sheet items assigned to the Zero percent ------------------------------ ------------------------------
risk category:
a. Assets recorded on the balance sheet:
(1) Securities issued by, other claims on,
and claims unconditionally guaranteed
by, the U.S. Government and its agencies
and other OECD central governments ....... 3794 581,338 4.a.(1)
(2) All other ................................ 3795 117,158 4.a.(2)
b. Credit equivalent amount of off-balance sheet
items ........................................ 3796 0 4.b.
--------------------------------------------------------------
<FN>
- ---------------
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.e, "Total."
(2) Do not report in column B the risk-weighted amount of assets reported in column A.
</TABLE>
32
<PAGE> 57
<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA Call Date: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 Page RC-23
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345
</TABLE>

Schedule RC-R--Continued
<TABLE>
<CAPTION>
--------------------------------------------
(Column A) (Column B)
Assets Credit Equiv-
Recorded alent Amount
on the of Off-Balance
Balance Sheet Sheet Items(1)
--------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 20 percent risk category:
a. Assets recorded on the balance sheet:
(1) Claims conditionally guaranteed by the U.S. Government and its
agencies and other OECD central governments..................... 3798 71,220 5.a.(1)
(2) Claims collateralized by securities issued by the U.S.
Government and its agencies and other OECD central governments;
by securities issued by U.S. Government-sponsored agencies; and
by cash on deposit.............................................. 3799 9,840 5.a.(2)
(3) All other....................................................... 3800 611,414 5.a.(3)
b. Credit equivalent amount of off-balance sheet items................. 3801 636,095 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items assigned
to the 50 percent risk category:
a. Assets recorded on the balance sheet................................ 3802 480,126 6.a.
b. Credit equivalent amount of off-balance sheet items................. 3803 17,844 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet................................ 3804 3,846,210 7.a.
b. Credit equivalent amount of off-balance sheet items................. 3805 991,068 7.b.
8. On-balance sheet asset values excluded from the calculation of the
risk-based capital ratio(2)............................................ 3806 (25,187) 8.
9. Total assets recorded on the balance sheet (sum of items 4.a, 5.a,
6.a, 7.a, and 8, column A) (must equal Schedule RC, item 12 plus items
4.b and 4.c)........................................................... 3807 5,692,119 9.
--------------------------------------------

--------------------------------------------
(Column A) (Column B)
Notional Replacement
Principal Cost
Memorandum Value (Market Value)
-------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
1. Notional principal value and replacement cost of interest rate and
foreign exchange rate contracts (in column B, report only those
contracts with a positive replacement cost):
a. Interest rate contracts (exclude futures contracts)................. 3808 41,114 M.1.a.
(1) With a remaining maturity of one year or less................... 3809 371,085 M.1.a.(1)
(2) With a remaining maturity of over one year...................... 3810 3,248,815 M.1.a.(2)
b. Foreign exchange rate contracts (exclude contracts with an original
maturity of 14 days or less and futures contracts).................. 3811 0 M.1.b.
(1) With a remaining maturity of one year or less................... 3812 715 M.1.b.(1)
(2) With a remaining maturity of over one year...................... 3813 0 M.1.b.(2)

<FN>
- ------------
(1) Do not report in column B the risk-weighted amount of assets reported in column A.
(2) Until a final rule on the regulatory capital treatment of net unrealized holding gains (losses) on available-for-sale securities
that is applicable to the reporting bank has taken effect, a bank that has adopted FASB Statement No. 115 should include the
difference between the fair value and the amortized cost of its available-for-sale securities in item 8 and report the amortized
cost of these securities in items 4 through 7 above. Item 8 also includes on-balance sheet asset values (or portions thereof) of
off-balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e.g., futures contracts)
not subject to risk-based capital. Exclude from item 8 margin accounts and accrued receivables as well as any portion of the
allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital.
</TABLE>

<PAGE> 58

<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, INDIANAPOLIS, NA CALL DATE: 9/30/94 ST-BK: 18-1980 FFIEC 031
Address: 111 MONUMENT CIRCLE, SUITE 481 PAGE RC-24
City, State Zip: INDIANAPOLIS, IN 46277-0104
FDIC Certificate No.: 04345

</TABLE>

Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
at close of business on September 30, 1994

<TABLE>
<CAPTION>
<S> <C> <C>
BANK ONE, INDIANAPOLIS, NA INDIANAPOLIS , INDIANA
- ------------------------------ -------------------------- -------------
Legal Title of Bank City State

</TABLE>

The management of the reporting bank may, if it wishes, submit a brief
narrative statement on the amounts reported in the Reports of Condition and
Income. This optional statement will be made available to the public, along with
the publicly available data in the Reports of Condition and Income, in response
to any request for individual bank report data. However, the information
reported in column A and in all of Memorandum item 1 of Schedule RC-N is
regarded as confidential and will not be released to the public. BANKS CHOOSING
TO SUBMIT THE NARRATIVE STATEMENT SOULD ENSURE THAT THE STATEMENT DOES NOT
CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS,
REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N,
OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT
WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a
statement may check the "No consent" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
consent," and "None."

The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement must
not exceed 750 characters, including punctuation, indentation, and standard
spacing between words and sentences. If any submission should exceed 750
characters, as defined, it will be truncated at 750 characters with no notice to
the submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file releases to
the public.

All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who thereby
attests to its accuracy.

If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it with a statement, under signature, appropriate to the
amended data.

The optional narrative statement will appear in agency records and in release to
the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limit described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY
PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
REPORTING BANK.

- -------------------------------------------------------------------------------
NO CONSENT _X_ (RCON 6979) C471 C472 <-
----------------
BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)

/s/ Donald E. Hinkle 10/25/94
---------------------------- -----------------
Signature of Executive Date of Signature
Officer of Bank