PULTE CORP, S-3MEF, 1997-10-09

PULTE CORP
S-3MEF, 1997-10-09
OPERATIVE BUILDERS

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<PAGE> 1
As filed with the Securities and Exchange Commission on October 9, 1997
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

PULTE CORPORATION*
(Exact name of Registrant as specified in its charter)

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

MICHIGAN 38-2766606
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

PULTE CORPORATION
33 BLOOMFIELD HILLS PARKWAY, SUITE 200
BLOOMFIELD HILLS, MICHIGAN 48304
(248) 647-2750
(Address, including zip code, and telephone number,
including area code, of Registrant's and Additional Registrants' principal
executive offices)

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

JOHN R. STOLLER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL, PULTE CORPORATION
33 BLOOMFIELD HILLS PARKWAY SUITE 200
BLOOMFIELD HILLS, MICHIGAN 48304
(248) 647-2750
(Name and address, including zip code, and telephone number,
including area code, of agent for service for Registrant and Additional
Registrants)

Copy to:
DAVID FOLTYN, ESQ.
HONIGMAN MILLER SCHWARTZ AND COHN
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226
(313) 256-7800

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

Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement becomes effective.
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: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [x] 33-93870
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]__________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<PAGE> 2
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of each class maximum maximum
of securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit (1) price (1) fee
________________________________________________________________________________
<S> <C> <C> <C> <C>
Debt Securities
Guarantees of the
Debt Securities(2) {$25,000,000 100% $25,000,000 $7,575.76

================================================================================
(1) Estimated solely for purposes of determining the registration fee.
(2) No separate consideration will be received for the Guarantees of the Debt
Securities
</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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

* Information regarding additional registrants ("Additional Registrants") is
contained in the Table of Additional Registrants on the following page.

================================================================================
<PAGE> 3
TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>
Exact Names
of Subsidiary Guarantor State of
Registrants as Specified Incorporation I.R.S. Employer
in their Respective Charters or Organization Identification Number
---------------------------- ------------- ---------------------
<S> <C> <C>
Builders' Supply and Lumber Co., Inc. ........ Michigan 38-2774524
Cambridge Software, Inc. ..................... Michigan 38-2772238
Canterbury Communities, Inc. ................. Michigan 59-3232737
Canterbury Diversified Building Corporation .. Michigan 38-3224396
Ceiba Homes, Inc. ............................ Michigan 66-0363515
Charlotte Classic Homes, Inc. ................ North Carolina 56-1651855
Dean Realty Company .......................... Michigan 38-2177726
Greensboro Classic Homes, Inc. ............... North Carolina 56-1651852
Gulf Partners, Inc. .......................... Michigan 38-2753123
Gurabo Homes, Inc. ........................... Michigan 66-0363514
James T. Lynch, Inc. ......................... Texas 31-1284121
Oakton Building Corporation .................. Michigan 31-1242005
Palmville Development Corp. .................. Michigan 66-0363516
PBW Corporation .............................. Michigan 38-3218818
PHC Title Corporation ........................ Michigan 59-3388773
PHM Realty, Inc. ............................. Florida 59-2884802
PHT Title Corporation ........................ Michigan 38-3343966
Preserve I, Inc. ............................. Michigan 38-2801723
Preserve II, Inc. ............................ Michigan 38-2754362
Pulte Development Corporation ................ Michigan 38-2774526
Pulte Home Caribbean Corporation ............. Michigan 38-3224352
Pulte Home Corporation ....................... Michigan 38-1545089
Pulte Home Corporation of the Delaware Valley Michigan 52-1872230
Pulte Home Corporation of Massachusetts ...... Michigan 04-3228754
Pulte Homes of Greater Kansas City, Inc. ..... Michigan 75-2522882
Pulte Homes of Michigan Corporation .......... Michigan 38-1877637
Pulte Homes of Minnesota Corporation ......... Minnesota 31-1288425
Pulte Homes of Ohio Corporation .............. Ohio 38-3027572
Pulte Homes of South Carolina, Inc. .......... Michigan 38-3249317
Pulte Homes of Texas, L.P. ................... Texas 75-2720127
Pulte Land Development Corporation ........... Michigan 38-3306253
Pulte Lifestyle Communities, Inc. ............ Michigan 38-3214013
Pulte Payroll Corporation .................... Michigan 31-1354336
Pulte Real Estate Company .................... Florida 38-2332849
Raleigh Classic Homes, Inc. .................. North Carolina 56-1651854
Salinas Builders, Inc. ....................... Michigan 38-2367403
Salinas Homes, Inc. .......................... Michigan 38-2367742
Sean/Christopher Homes, Inc. ................. Michigan 35-1905547
Springfield Golf Club, Inc. .................. Michigan 38-3229697
Wil Corporation .............................. Michigan 38-3218819
</TABLE>
<PAGE> 4
EXPLANATORY NOTE

This Registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (File No. 33-93870) filed by Pulte Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") on
June 23, 1995, as amended by the Amendment No. 1 to Registration Statement on
Form S-3 filed by the Company with the Commission on August 14, 1995, and the
Amendment No. 2 to Registration Statement on Form S-3 filed by the Company with
the Commission on September 8, 1995, which was declared effective by the
Commission on September 13, 1995, are incorporated herein by reference.

<PAGE> 5
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bloomfield Hills, State of Michigan, on October 9,
1997.

PULTE CORPORATION

By: /s/ John R. Stoller
---------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------- Chairman of the Board of Directors
William J. Pulte

*
- ------------------------- President, Chief Executive Officer and Director
Robert K. Burgess (Principal Executive Officer)

*
- ------------------------- Executive Vice President, Chief Financial Officer
Michael D. Hollerbach and Director (Principal Financial Officer)

*
- ------------------------- Vice President and Controller
Vincent J. Frees (Principal Accounting Officer)

*
- ------------------------- Director
Debra Kelly-Ennis

*
- ------------------------- Director
David N. McCammon

*
- ------------------------- Director
Ralph L. Schlosstein

<PAGE> 6

*
- -------------------------- Director
Alan E. Schwartz

*
- -------------------------- Director
Francis J. Sehn

*
- -------------------------- Director
John J. Shea

*By: /s/ John R. Stoller
----------------------
John R. Stoller,
Attorney-in-Fact

<PAGE> 7

SIGNATURES

BUILDERS' SUPPLY AND LUMBER CO., INC.

By: /s/ John R. Stoller
-------------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- -------------------------------- President and Director
Kevin P. Bruce (Principal Executive Officer)

*
- -------------------------------- Chief Financial Officer and Treasurer
James A. Weissenborn (Principal Financial Officer)

*
- -------------------------------- Controller and Vice President
Bradley A. Maunz (Principal Accounting Officer)

*
- -------------------------------- Director
Robert K. Burgess

*
- -------------------------------- Director
Michael D. Hollerbach

*
- -------------------------------- Director
Mark J. O'Brien

*
- -------------------------------- Director
Michael A. O'Brien

*By: /s/ John R. Stoller
----------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 8
SIGNATURES

CAMBRIDGE SOFTWARE, INC.

By: /s/ John R. Stoller
------------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------- President and Director
Gregory M. Nelson (Principal Executive Officer)

*
- ------------------------------- Chief Financial Officer, Treasurer, Controller
Vincent J. Frees and Director
(Principal Financial Officer
and Principal Accounting Officer)

*
- ------------------------------- Director
David Ebling

*By: /s/ John R. Stoller
---------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 9
SIGNATURES

CANTERBURY COMMUNITIES, INC.

By: /s/ John R. Stoller
---------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
Robert J. Halso (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer and Treasurer
James A. Weissenborn (Principal Financial Officer)

*
- ------------------------------ Controller
Vincent J. Frees (Principal Accounting Officer)

*
- ------------------------------ Director
Mark J. O'Brien

/s/ John R. Stoller
- ------------------------------ Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
-------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 10
SIGNATURES

CANTERBURY DIVERSIFIED BUILDING
CORPORATION

By: /s/ John R. Stoller
---------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
Robert J. Halso (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer and Treasurer
James A. Weissenborn (Principal Financial Officer)

*
- ------------------------------ Controller
Vincent J. Frees (Principal Accounting Officer)

/s/ John R. Stoller
- ------------------------------ Vice President and Director
John R. Stoller

*
- ------------------------------ Director
Mark J. O'Brien

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 11
SIGNATURES

CEIBA HOMES, INC.

By: /s/ John R. Stoller
------------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
Gregory M. Nelson (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer, Treasurer, Controller
Vincent J. Frees and Director
(Principal Financial Officer
and Principal Accounting Officer)
*
- ------------------------------ Director
David Ebling

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 12
SIGNATURES

CHARLOTTE CLASSIC HOMES, INC.

By: /s/ John R. Stoller
-----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------- President and Director
Mark J. O'Brien (Principal Executive Officer)

*
- ------------------------- Chief Financial Officer, Treasurer and Director
James A. Weissenborn (Principal Financial Officer)

*
- ------------------------- Controller
Vincent J. Frees (Principal Accounting Officer)

*
- ------------------------- Director
David Ebling

*By: /s/ John R. Stoller
---------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 13
SIGNATURES

DEAN REALTY COMPANY

By: /s/ John R. Stoller
----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ---------------------------- President and Director
Vincent J. Frees (Principal Executive Officer)

*
- ---------------------------- Chief Financial Officer, Treasurer, Controller
James A. Weissenborn and Director
(Principal Financial Officer
and Principal Accounting Officer)
/s/ John R. Stoller
- ---------------------------- Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 14
SIGNATURES

GREENSBORO CLASSIC HOMES, INC.

By: /s/ John R. Stoller
----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- --------------------------- President and Director
Mark J. O'Brien (Principal Executive Officer)

*
- --------------------------- Chief Financial Officer, Treasurer and Director
James A. Weissenborn (Principal Financial Officer)

*
- --------------------------- Controller
Vincent J. Frees (Principal Accounting Officer)

*
- --------------------------- Director
David Ebling

*By: /s/ John R. Stoller
-----------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 15
SIGNATURES

GULF PARTNERS, INC.

By: /s/ John R. Stoller
-----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ---------------------------- President and Director
Jeffery K. Parsigian (Principal Executive Officer)

*
- ---------------------------- Chief Financial Officer and Controller
Vincent J. Frees (Principal Financial Officer
and Principal Accounting Officer)
*
- ---------------------------- Director
Robert J. Halso

*By: /s/ John R. Stoller
------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 16
SIGNATURES

GURABO HOMES, INC.

By: /s/ John R. Stoller
----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
Gregory M. Nelson (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer, Treasurer, Controller
Vincent J. Frees and Director
(Principal Financial Officer
and Principal Accounting Officer)

*
- ------------------------------ Director
David Ebling

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 17
SIGNATURES

JAMES T. LYNCH, INC.

By: /s/ John R. Stoller
-----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ---------------------------- President and Director
David Ebling (Principal Executive Officer)

*
- ---------------------------- Chief Financial Officer, Treasurer and Controller
James A. Weissenborn (Principal Financial Officer
and Principal Accounting Officer)

/s/ John R. Stoller
- ---------------------------- Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 18
SIGNATURES

OAKTON BUILDING CORPORATION

By: /s/ John R. Stoller
-----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
William J. Crombie (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer, Treasurer, Controller
Jeffrey D. Chamberlain and Director
(Principal Financial Officer
and Principal Accounting Officer)

/s/ John R. Stoller
- ------------------------------ Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 19

SIGNATURES

PALMVILLE DEVELOPMENT CORP.

By: /s/ John R. Stoller
-----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
Gregory M. Nelson (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer, Treasurer, Controller
Vincent J. Frees and Director
(Principal Financial Officer
and Principal Accounting Officer)

*
- ------------------------------ Director
David Ebling

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 20
SIGNATURES

PBW CORPORATION

By: /s/ John R. Stoller
----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- --------------------------- President and Director
David Ebling (Principal Executive Officer)

*
- --------------------------- Chief Financial Officer and Controller
James A. Weissenborn (Principal Financial Officer
and Principal Accounting Officer)

/s/ John R. Stoller
- --------------------------- Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
-----------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 21
SIGNATURES

PHC TITLE CORPORATION

By: /s/ John R. Stoller
------------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ----------------------------- President, Treasurer and Director
David Ebling (Principal Executive Officer)

*
- ----------------------------- Chief Financial Officer and Controller
Vincent J. Frees (Principal Financial Officer
and Principal Accounting Officer)

/s/ John R. Stoller
- ----------------------------- Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
-------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 22
SIGNATURES

PHM REALTY, INC.

By: /s/ John R. Stoller
----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- --------------------------- President
Jeffrey A. Croft (Principal Executive Officer)

*
- --------------------------- Chief Financial Officer, Treasurer and Controller
David Ebling (Principal Financial Officer
and Principal Accounting Officer)

*
- --------------------------- Director
Vincent J. Frees

*
- --------------------------- Director
Mark J. O'Brien

/s/ John R. Stoller
- --------------------------- Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 23
SIGNATURES

PHT TITLE CORPORATION

By: /s/ John R. Stoller
-----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- --------------------------- President, Treasurer and Director
David Ebling (Principal Executive Officer)

*
- --------------------------- Chief Financial Officer and Controller
Vincent J. Frees (Principal Financial Officer
and Principal Accounting Officer)

/s/ John R. Stoller
- --------------------------- Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
-----------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 24
SIGNATURES

PRESERVE I, INC.

By: /s/ John R. Stoller
---------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ----------------------------- President and Controller
David Ebling (Principal Executive Officer)

*
- ----------------------------- Chief Financial Officer, Treasurer, Controller
Vincent J. Frees and Director
(Principal Financial Officer
and Principal Accounting Officer)

*
- ----------------------------- Director
James A. Weissenborn

*By: /s/ John R. Stoller
-------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 25
SIGNATURES

PRESERVE II, INC.

By:/s/ John R. Stoller
------------------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ---------------------------- President
David Ebling (Principal Executive Officer)

*
- ---------------------------- Chief Financial Officer, Treasurer, Controller
Vincent J. Frees and Director
(Principal Financial Officer
and Principal Accounting Officer)

*
- ---------------------------- Director
James A. Weissenborn

*By: /s/ John R. Stoller
------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 26
SIGNATURES

PULTE DEVELOPMENT CORPORATION

By:/s/ John R. Stoller
----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President
Mark J. O'Brien (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer, Treasurer, Controller
Vincent J. Frees and Director
(Principal Financial Officer
and Principal Accounting Officer)

*
- ------------------------------ Director
John S. Gallagher

*
- ------------------------------ Director
James A. Weissenborn

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 27
SIGNATURES

PULTE HOME CARIBBEAN CORPORATION

By: /s/ John R. Stoller
---------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- --------------------------- President and Director
Mark J. O'Brien (Principal Executive Officer)

*
- --------------------------- Treasurer, Vice President and Director
Gregory M. Nelson (Principal Financial Officer
and Principal Accounting Officer)

*
- --------------------------- Vice President and Director
Jeffrey A. Croft

*By: /s/ John R. Stoller
-----------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 28
SIGNATURES

PULTE HOME CORPORATION

By: /s/ John R. Stoller
--------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- --------------------------- President
Robert J. Halso (Principal Executive Officer)

*
- --------------------------- Treasurer
James A. Weissenborn (Principal Financial Officer)

*
- --------------------------- Vice President and Controller
Vincent J. Frees (Principal Accounting Officer)

*
- --------------------------- Director
Michael D. Hollerbach

*
- --------------------------- Director
Mark J. O'Brien

/s/ John R. Stoller
- --------------------------- Director
John R. Stoller

*By: /s/ John R. Stoller
-----------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 29
SIGNATURES

PULTE HOME CORPORATION OF THE
DELAWARE VALLEY

By:/s/ John R. Stoller
--------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
Thomas D. Eckert (Principal Executive Officer)

*
- ------------------------------ Vice President and Treasurer
James A. Weissenborn (Principal Financial Officer)

*
- ------------------------------ Controller
Robert L. Kosnik (Principal Accounting Officer)

*
- ------------------------------ Vice President and Director
William E. Reiser, Jr.

/s/ John R. Stoller
- ------------------------------ Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
-------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 30
SIGNATURES

PULTE HOME CORPORATION OF
MASSACHUSETTS

By:/s/ John R. Stoller
--------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- --------------------------- Chief Executive Officer and Director
Thomas D. Eckert (Principal Executive Officer)

*
- --------------------------- President and Director
James R. McCabe

*
- --------------------------- Vice President and Treasurer
James A. Weissenborn (Principal Financial Officer)

*
- --------------------------- Controller
David Ebling (Principal Accounting Officer)

/s/ John R. Stoller
- --------------------------- Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
-----------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 31
SIGNATURES

PULTE HOMES OF GREATER KANSAS
CITY, INC.

By: /s/ John R. Stoller
--------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ---------------------------- President and Director
Andrew C. Hill (Principal Executive Officer)

*
- ---------------------------- Treasurer, Controller and Vice President
Peter Keane (Principal Financial Officer
and Principal Accounting Officer)

*
- ---------------------------- Director
David Ebling

*
- ---------------------------- Director
Robert J. Halso

*By: /s/ John R. Stoller
------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 32
SIGNATURES

PULTE HOMES OF MICHIGAN CORPORATION

By: /s/ John R. Stoller
---------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ----------------------------- President and Director
Jeffery K. Parsigian (Principal Executive Officer)

*
- ----------------------------- Chief Financial Officer, Treasurer
Peter Keane and Vice President
(Principal Financial Officer)

*
- ----------------------------- Controller
John Chadwick (Principal Accounting Officer)

*
- ----------------------------- Director
David Ebling

*
- ----------------------------- Director
Robert J. Halso

*
- ----------------------------- Director
Robert P. Schafer

*By:/s/ John R. Stoller
-------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 33
SIGNATURES

PULTE HOMES OF MINNESOTA
CORPORATION

By:/s/ John R. Stoller
--------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President, Chief Executive Officer and Director
Thomas J. Standke (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer and Treasurer
James A. Weissenborn (Principal Financial Officer)

*
- ------------------------------ Controller, Vice President and Director
Curtis Van Hyfte (Principal Accounting Officer)

*
- ------------------------------ Director
David Ebling

*
- ------------------------------ Director
Vincent J. Frees

/s/ John R. Stoller
- ------------------------------ Vice President and Director
John R. Stoller

*By:/s/ John R. Stoller
-------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 34
SIGNATURES

PULTE HOMES OF OHIO CORPORATION

By:/s/ John R. Stoller
-------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ----------------------------- President and Director
Gregory C. Williams (Principal Executive Officer)

*
- ----------------------------- Vice President and Treasurer
Peter Keane (Principal Financial Officer)

*
- ----------------------------- Controller
John Chadwick (Principal Accounting Officer)

*
- ----------------------------- Director
Robert J. Halso

*
- ----------------------------- Director
Robert P. Schafer

*By:/s/ John R. Stoller
-------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 35

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S_3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bloomfield Hills, State of Michigan, on October 9,
1997.

PULTE HOMES OF SOUTH CAROLINA, INC.

By:/s/ John R. Stoller
-------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
Mark J. O'Brien (Principal Executive Officer)

*
- ------------------------------ Vice President, Treasurer and Controller
Jeffrey A. Croft (Principal Financial Officer
and Principal Accounting Officer)

*
- ------------------------------ Director
John S. Gallagher

/s/ John R. Stoller
- ------------------------------ Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 36
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bloomfield Hills, State of Michigan, on October 9,
1997.

PULTE HOMES OF TEXAS, L.P.
By: PULTE NEVADA I, INC.,
Its General Partner

By: /s/ John R. Stoller
-------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title
--------- -----

*
- ---------------------------- President
David Ebling (Principal Executive Officer)

*
- ---------------------------- Vice President, Treasurer and Director
James A. Weissenborn (Principal Financial Officer)

*
- ---------------------------- Vice President, Controller and Director
Vincent J. Frees (Principal Accounting Officer)

*
- ---------------------------- Vice President and Director
Donald J. Dykstra

*By: /s/ John R. Stoller
-----------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 37
SIGNATURES

PULTE LAND DEVELOPMENT
CORPORATION

By:/s/ John R. Stoller
-------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ---------------------------- President and Director
Robert J. Halso (Principal Executive Officer)

*
- ---------------------------- Vice President and Treasurer
Robert P. Schafer (Principal Financial Officer)

*
- ---------------------------- Controller and Director
David Ebling (Principal Accounting Officer)

*
- ---------------------------- Vice President and Director
Gregory M. Nelson

*By: /s/ John R. Stoller
------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 38
SIGNATURES

PULTE LIFESTYLE COMMUNITIES, INC.

By:/s/ John R. Stoller
-------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- --------------------------- President and Director
Kenneth A. Simons (Principal Executive Officer)

*
- --------------------------- Treasurer
James A. Weissenborn (Principal Financial Officer)

*
- --------------------------- Controller
Richard Heuser (Principal Accounting Officer)

*
- --------------------------- Director
Thomas D. Eckert

*
- --------------------------- Vice President and Director
Gregory M. Nelson

/s/ John R. Stoller
- --------------------------- Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 39
SIGNATURES

PULTE PAYROLL CORPORATION

By:/s/ John R. Stoller
-------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- -------------------------------- President and Director
Michael A. O'Brien (Principal Executive Officer)

*
- -------------------------------- Vice President and Treasurer
Vincent J. Frees (Principal Financial Officer)

*
- -------------------------------- Controller and Director
David Ebling (Principal Accounting Officer)

*By: /s/ John R. Stoller
---------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 40
SIGNATURES

PULTE REAL ESTATE COMPANY

By: /s/ John R. Stoller
---------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------- President
David Ebling (Principal Executive Officer)

*
- ------------------------------- Chief Financial Officer, Treasurer and Director
Vincent J. Frees (Principal Financial Officer)

*
- ------------------------------- Vice President and Controller
Jeffrey A. Croft (Principal Accounting Officer)

*
- ------------------------------- Director
Mark J. O'Brien

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact

<PAGE> 41
SIGNATURES

RALEIGH CLASSIC HOMES, INC.

By: /s/ John R. Stoller
--------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
Mark J. O'Brien (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer and Treasurer
James A. Weissenborn (Principal Financial Officer)

*
- ------------------------------ Controller and Director
Vincent J. Frees (Principal Accounting Officer)

*
- ------------------------------ Director
David Ebling

*By: /s/ John R. Stoller
-------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 42
SIGNATURES

SALINAS BUILDERS, INC.

By:/s/ John R. Stoller
------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ------------------------------ President and Director
Gregory M. Nelson (Principal Executive Officer)

*
- ------------------------------ Chief Financial Officer, Treasurer, Controller
Vincent J. Frees and Director
(Principal Financial Officer
and Principal Accounting Officer)

*
- ------------------------------ Director
David Ebling

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact

<PAGE> 43
SIGNATURES

SALINAS HOMES, INC.

By:/s/ John R. Stoller
--------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- ----------------------------- President and Director
Gregory M. Nelson (Principal Executive Officer)

*
- ----------------------------- Chief Financial Officer, Treasurer, Controller
Vincent J. Frees and Director
(Principal Financial Officer
and Principal Accounting Officer)

*
- ----------------------------- Director
David Ebling

*By:/s/ John R. Stoller
-------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 44
SIGNATURES

SEAN/CHRISTOPHER HOMES, INC.

By: /s/ John R. Stoller
----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- --------------------------- President and Director
Robert J. Halso (Principal Executive Officer)

*
- --------------------------- Treasurer and Vice President
Peter Keane (Principal Financial Officer)

*
- --------------------------- Controller
John Chadwick (Principal Accounting Officer)

*
- --------------------------- Director
Robert P. Schafer

*By: /s/ John R. Stoller
-----------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 45
SIGNATURES

SPRINGFIELD GOLF CLUB, INC.

By: /s/ John R. Stoller
----------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October , 1997.

Signature Title

*
- ------------------------------ President and Director
Richard C. Andreen (Principal Executive Officer)

*
- ------------------------------ Treasurer, Vice President and Director
David Ebling (Principal Financial Officer
and Principal Accounting Officer)

/s/ John R. Stoller
- ------------------------------ Vice President and Director
John R. Stoller

*By: /s/ John R. Stoller
--------------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 46
SIGNATURES

WIL CORPORATION

By: /s/ John R. Stoller
------------------------------------
John R. Stoller, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 9, 1997.

Signature Title

*
- -------------------------- President and Director
David Ebling (Principal Executive Officer)

*
- -------------------------- Chief Financial Officer, Controller, Vice President
James A. Weissenborn and Director
(Principal Financial Officer
and Principal Accounting Officer)

*By: /s/ John R. Stoller
----------------------
John R. Stoller,
Attorney-in-Fact
<PAGE> 47
EXHIBITS INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>

5 Opinion of Honigman Miller Schwartz and Cohn

12 Statement regarding computation of ratio of earnings
to fixed charges

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Honigman Miller Schwartz and Cohn
(included in Exhibit 5)

24 Powers of Attorney

25 Statement of Eligibility of Trustee on Form T-1
</TABLE>

<PAGE> 1

EXHIBIT 5

[HONIGMAN MILLER SCHWARTZ AND COHN LETTERHEAD]

October 9, 1997

Pulte Corporation
33 Bloomfield Hills Parkway
Suite 200
Bloomfield Hills, Michigan 48304

Ladies and Gentlemen:

We are acting as counsel for Pulte Corporation, a Michigan corporation
(the "Corporation"), and the Additional Registrants (as defined in the
Registration Statement), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Corporation
and Additional Registrants with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the contemplated issuance of up to $25,000,000 initial
aggregate offering price to the public of debt securities of the Corporation
(the "Debt Securities"), which shall be guaranteed (the "Guarantees") by the
Additional Registrants (the "Guarantors"), all as provided in the Registration
Statement. (The Debt Securities and Guarantees are collectively referred to
herein as the "Securities.") The Debt Securities will be issued under an
indenture (as amended or supplemented, the "Indenture"), between the
Corporation, the Guarantors and The First National Bank of Chicago, a national
banking association (the "Trustee"), dated October 24, 1995, filed as Exhibit 1
to the Current Report on Form 8-K filed by the Corporation with the Commission
dated October 20, 1995.

Based upon our examination of such documents and other matters as we
deem relevant and subject to the qualifications hereinafter set forth, we are
of the opinion that:

1. When the Registration Statement has become effective, the
specific terms of the particular Debt Securities have been
established in accordance with the Indenture and such Debt
Securities have been dully issued, authorized, executed,
authenticated or countersigned and delivered in accordance with
the provisions of the Indenture against payment therefor, such
Debt Securities will be legally issued and will constitute valid
and binding obligations of the Corporation, entitled to the
<PAGE> 2

HONIGMAN MILLER SCHWARTZ AND COHN

Pulte Corporation
October 9, 1997
Page 2

benefits of the Indenture and Debt Securities and
enforceable against the Corporation in accordance with
such Indenture's and Debt Securities' terms.

2. When the Registration Statement has become effective,
the specific terms of the particular Debt Securities and
particular Guarantees have been established in
accordance with the Indenture and such Debt Securities
and Guarantees have been dully issued, authorized,
executed, authenticated or countersigned and delivered
in accordance with the provisions of the Indenture,
against payment therefor (in the case of the Debt
Securities), such Guarantees will be legally issued and
will constitute valid and binding obligations of the
respective Guarantors, entitled to the benefits of the
Indenture and Guarantees and enforceable against the
respective Guarantors in accordance with such
Indenture's and Guarantees' terms.

In giving the opinions set forth in paragraphs 1 and 2 above,
we have assumed the due execution and delivery of the Indenture by the
Trustee (pursuant to appropriate corporate authority), the Corporation
and the Guarantors. In giving the opinions set forth in paragraphs 1
and 2, we have also assumed that (i) at or prior to the time of the
delivery of each Security, the authorization of the Securities will be
applicable to each Security and will not have been modified or
rescinded, and there will not have occurred any change in law affecting
such Security, including its validity or enforceability, and (ii) none
of the terms of any Security to be established subsequent to the date
hereof, nor the issuance and delivery of such Security nor the
compliance by the Corporation or the Guarantors, as applicable, with the
terms of such Security, will violate any applicable law or will result
in a violation of any provision of any instrument or agreement then
binding upon the Corporation or the Guarantors, as applicable, or any
restriction imposed by any court or governmental body having
jurisdiction over the Corporation or the Guarantors, as applicable.

In addition, our opinions set forth in paragraph 1 and 2 are
subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to general principles of
equity, regardless of whether such enforceability is considered in a
proceeding at law or in equity.

<PAGE> 3

HONIGMAN MILLER SCHWARTZ AND COHN

Pulte Corporation
October 9, 1997
Page 3

We are aware that we are referred to under the heading "Legal
Matters" in the prospectus forming a part of the Registration Statement, and we
hereby consent to such use of our name therein and the filing of this Opinion
as Exhibit 5 to the Registration Statement. In giving such consents, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations of the
Commission thereunder.

Very truly yours,

Honigman Miller Schwartz and Cohn

HONIGMAN MILLER SCHWARTZ AND COHN

<PAGE> 1
EXHIBIT 12

PULTE CORPORATION
COMPUTATION OF EARNINGS TO FIXED CHARGES
(IN MILLIONS OF DOLLARS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------------------ -----------------
1992 1993 1994 1995 1996 1996 1997
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Income before income taxes,
cumulative effect of change
in accounting principle and
extraordinary item $ 58.2 $ 91.0 $103.6 $ 82.0 $102.5 $ 36.2 $ 22.6
Add rental expense 2.1 2.6 4.7 6.1 7.0 3.5 3.6
Add interest expense 114.1 83.1 65.0 49.2 43.3 22.4 18.4
------ ------ ------ ------ ------ ------ ------

Earnings available for fixed charges $174.4 $176.7 $173.3 $137.3 $152.8 $ 62.1 $ 44.6
====== ====== ====== ====== ====== ====== ======

Fixed charges:
Interest accrued $111.3 $ 78.6 $ 67.5 $ 53.4 $ 43.9 $ 23.6 $ 21.1
Rent expense 2.1 2.6 4.7 6.1 7.0 3.5 3.6
------ ------ ------ ------ ------ ------ ------

Total fixed charges $113.4 $ 81.2 $ 72.2 $ 59.5 $ 50.9 $ 27.1 $ 24.7
====== ====== ====== ====== ====== ====== ======

Ratio of earnings to fixed charges 1.54 2.18 2.40 2.31 3.00 2.29 1.81
====== ====== ====== ====== ====== ====== ======
</TABLE>

The ratios of earnings to fixed charges set forth above are computed on a total
enterprise basis of the Company, except for the Company's discontinued thrift
operations, which are excluded. Fixed charges include interest incurred,
one-third of rent expense of the Company as representative of the estimated
interest factor and amortization of debt expense.

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference of the reference to our firm under
the caption "Experts" from Amendment No. 2 to the Registration Statement (Form
S-3 No. 33-93870) and related Prospectus in the Registration Statement (Form
S-3, dated October 9, 1997) and related Prospectus of Pulte Corporation for the
registration of $25,000,000 of its debt securities and to the incorporation by
reference therein of our report dated January 21, 1997 with respect to the
consolidated financial statements and schedule of Pulte Corporation included in
its Annual Report (Form 10-K) for the year ended December 31, 1996 filed with
the Securities and Exchange Commission.

ERNST & YOUNG LLP

Detroit, Michigan
October 9, 1997

<PAGE> 1
EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that Pulte Corporation (the
"Company"), expects to file with the Securities and Exchange Commission,
Washington, D.C. (the "SEC"), under the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 registering its indebtedness (the
"Registration Statement"), and the undersigned director and/or officer of the
Company hereby constitutes and appoints Michael D. Hollerbach, Vincent J.
Frees, John R. Stoller, and David Foltyn, and each of them (with full power of
substitution and resubstitution), the true and lawful attorney-in-fact and
agent of the undersigned, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign, execute and file with the SEC
and any state securities regulatory board or commission in the undersigned's
name (as long as the undersigned is then an officer or director of the Company)
the Registration Statement under the Act, including any and all amendments
(including post-effective amendments), supplement or supplements relating to
the Registration Statement and all exhibits to the Registration Statement, and
any and all documents required to be filed with the Registration Statement,
with the New York Stock Exchange, Inc. or with any federal or state regulatory
authority pertaining to such Registration Statement, granting unto said
attorneys, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or any of their
substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ Robert K. Burgess
- ---------------- ------------------------
Date Signature

Robert K. Burgess
------------------------
Name

<PAGE> 2

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ Vincent J. Frees
- ---------------- ------------------------
Date Signature

Vincent J. Frees
------------------------
Name

<PAGE> 3

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ Michael D. Hollerbach
- --------------- -------------------------
Date Signature

Michael D. Hollerbach
-------------------------
Name

<PAGE> 4

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ Debra J. Kelly-Ennis
--------------- -------------------------
Date Signature

Debra J. Kelly-Ennis
-------------------------
Name

<PAGE> 5

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ David N. McCammon
--------------- -------------------------
Date Signature

David N. McCammon
-------------------------
Name

<PAGE> 6

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ William J. Pulte
- --------------- --------------------
William J. Pulte

William J. Pulte
--------------------
Name

<PAGE> 7

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ Ralph L. Schlosstein
- --------------- ------------------------
Date Signature

Ralph J. Schlosstein
-------------------------
Name

<PAGE> 8

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ Alan E. Schwartz
- --------------- ---------------------
Date Signature

Alan E. Schwartz
----------------------
Name

<PAGE> 9

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ Francis J. Sehn
- --------------- ----------------------
Date Signature

Francis J. Sehn
----------------------
Name

<PAGE> 10

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set forth below.

October 1, 1997 /s/ John J. Shea
- --------------- ----------------------
Date Signature

John J. Shea
----------------------
Name

<PAGE> 11

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the corporations listed on the
attached schedule (the "Companies"), expect to file with the Securities and
Exchange Commission, Washington, D.C. (the "SEC"), under the Securities Act of
1933, as amended (the "Act"), a Registration Statement on Form S-3 registering
its guarantee of indebtedness of Pulte Corporation (the "Registration
Statement"), and the undersigned director and/or officer of the Companies
hereby constitutes and appoints Michael D. Hollerbach, Vincent J. Frees, John
R. Stoller, and David Foltyn, and each of them (with full power of substitution
and resubstitution), the true and lawful attorney-in-fact and agent of the
undersigned, for and in the name, place and stead of the undersigned, in any
and all capacities, to sign, execute and file with the SEC and any state
securities regulatory board or commission in the undersigned's name (as long as
the undersigned is then an officer or director of the Companies) the
Registration Statement under the Act, including any and all amendments
(including post-effective amendments), supplement or supplements relating to
the Registration Statement and all exhibits to the Registration Statement, and
any and all documents required to be filed with the Registration Statement,
with the New York Stock Exchange, Inc. or with any federal or state regulatory
authority pertaining to such Registration Statement, granting unto said
attorneys, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or any of their
substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Richard C. Andreen
- ------------------- ----------------------
Date Signature

Richard C. Andreen
----------------------
Name

<PAGE> 12

SCHEDULE OF COMPANIES

BUILDERS' SUPPLY AND LUMBER CO., INC.
CAMBRIDGE SOFTWARE, INC.
CANTERBURY COMMUNITIES, INC.
CANTERBURY DIVERSIFIED BUILDING CORPORATION
CEIBA HOMES, INC.
CHARLOTTE CLASSIC HOMES, INC.
DEAN REALTY COMPANY
GREENSBORO CLASSIC HOMES, INC.
GULF PARTNERS, INC.
GURABO HOMES, INC.
JAMES T. LYNCH, INC.
OAKTON BUILDING CORPORATION
PALMVILLE DEVELOPMENT CORP.
PBW CORPORATION
PHC TITLE CORPORATION
PHM REALTY, INC.
PHT TITLE CORPORATION
PRESERVE I, INC.
PRESERVE II, INC.
PULTE DEVELOPMENT CORPORATION
PULTE HOME CARIBBEAN CORPORATION
PULTE HOME CORPORATION
PULTE HOME CORPORATION OF THE DELAWARE VALLEY
PULTE HOME CORPORATION OF MASSACHUSETTS
PULTE HOMES OF GREATER KANSAS CITY, INC.
PULTE HOMES OF MICHIGAN CORPORATION
PULTE HOMES OF MINNESOTA CORPORATION
PULTE HOMES OF OHIO CORPORATION
PULTE HOMES OF SOUTH CAROLINA, INC.
PULTE HOMES OF TEXAS, L.P.
PULTE LAND DEVELOPMENT CORPORATION
PULTE LIFESTYLE COMMUNITIES, INC.
PULTE PAYROLL CORPORATION
PULTE REAL ESTATE COMPANY
RALEIGH CLASSIC HOMES, INC.
SALINAS BUILDERS, INC.
SALINAS HOMES, INC.
SEAN/CHRISTOPHER HOMES, INC.
SPRINGFIELD GOLF CLUB, INC.
WIL CORPORATION

<PAGE> 13

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Kevin P. Bruce
- --------------------- ------------------
Date Signature

Kevin P. Bruce
------------------
Name

<PAGE> 14

SCHEDULE OF COMPANIES

<PAGE> 15

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Robert K. Burgess
- -------------------- ---------------------
Date Signature

Robert K. Burgess
---------------------
Name

<PAGE> 16

SCHEDULE OF COMPANIES

<PAGE> 17

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ John Chadwick
- -------------------- -----------------
Date Signature

John Chadwick
-----------------
Name

<PAGE> 18

SCHEDULE OF COMPANIES

<PAGE> 19

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Jeffrey D. Chamberlain
- -------------------- --------------------------
Date Signature

Jeffrey D. Chamberlain
--------------------------
Name

<PAGE> 20

SCHEDULE OF COMPANIES

<PAGE> 21

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Jeffrey A. Croft
- ---------------- --------------------
Date Signature

Jeffrey A. Croft
--------------------
Name

<PAGE> 22

SCHEDULE OF COMPANIES

<PAGE> 23

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ William J. Crombie
- ---------------- ----------------------
Date Signature

William J. Crombie
----------------------
Name

<PAGE> 24

SCHEDULE OF COMPANIES

<PAGE> 25

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Donald J. Dykstra
- ------------------- ---------------------
Date Signature

Donald J. Dykstra
---------------------
Name

<PAGE> 26

SCHEDULE OF COMPANIES

<PAGE> 27

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ David Ebling
- ------------------- ----------------
Date Signature

David Ebling
----------------
Name

<PAGE> 28

SCHEDULE OF COMPANIES

<PAGE> 29

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Thomas D. Eckert
- ------------------- --------------------
Date Signature

Thomas D. Eckert
--------------------
Name

<PAGE> 30

SCHEDULE OF COMPANIES

<PAGE> 31

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Vincent J. Frees
- ---------------- --------------------
Date Signature

Vincent J. Frees
--------------------
Name

<PAGE> 32

SCHEDULE OF COMPANIES

<PAGE> 33

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ John S. Gallagher
- ------------------- ---------------------
Date Signature

John S. Gallagher
---------------------
Name

<PAGE> 34

SCHEDULE OF COMPANIES

<PAGE> 35

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Robert J. Halso
- ------------------- -------------------
Date Signature

Robert J. Halso
-------------------
Name

<PAGE> 36

SCHEDULE OF COMPANIES

<PAGE> 37

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Richard Heuser
- ------------------- ------------------
Date Signature

Richard Heuser
------------------
Name

<PAGE> 38

SCHEDULE OF COMPANIES

<PAGE> 39

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Andrew C. Hill
- ------------------- ------------------
Date Signature

Andrew C. Hill
------------------
Name

<PAGE> 40

SCHEDULE OF COMPANIES

<PAGE> 41

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Michael D. Hollerbach
- ------------------- -------------------------
Date Signature

Michael D. Hollerbach
-------------------------
Name

<PAGE> 42

SCHEDULE OF COMPANIES

<PAGE> 43

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Peter J. Keane
- ------------------- ------------------
Date Signature

Peter J. Keane
------------------
Name

<PAGE> 44

SCHEDULE OF COMPANIES

<PAGE> 45

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Robert L. Kosnik
- ------------------- --------------------
Date Signature

Robert L. Kosnik
--------------------
Name

<PAGE> 46

SCHEDULE OF COMPANIES

<PAGE> 47

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Bradley A. Maunz
- ------------------- --------------------
Date Signature

Bradley A. Maunz
--------------------
Name

<PAGE> 48

SCHEDULE OF COMPANIES

<PAGE> 49

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ James R. McCabe
- ------------------- -------------------
Date Signature

James R. McCabe
-------------------
Name

<PAGE> 50

SCHEDULE OF COMPANIES

<PAGE> 51

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Gregory M. Nelson
- ------------------- ---------------------
Date Signature

Gregory M. Nelson
---------------------
Name

<PAGE> 52

SCHEDULE OF COMPANIES

<PAGE> 53

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Mark J. O'Brien
- ------------------- -------------------
Date Signature

Mark J. O'Brien
-------------------
Name

<PAGE> 54

SCHEDULE OF COMPANIES

<PAGE> 55

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Michael A. O'Brien
- ------------------- ----------------------
Date Signature

Michael A. O'Brien
----------------------
Name

<PAGE> 56

SCHEDULE OF COMPANIES

<PAGE> 57

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Jeffery K. Parsigian
- ------------------- ------------------------
Date Signature

Jeffery K. Parsigian
------------------------
Name

<PAGE> 58

SCHEDULE OF COMPANIES

<PAGE> 59

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ William E. Reiser, Jr.
- ------------------- --------------------------
Date Signature

William E. Reiser, Jr.
--------------------------
Name

<PAGE> 60

SCHEDULE OF COMPANIES

<PAGE> 61

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Robert P. Schafer
- ------------------- ---------------------
Date Signature

Robert P. Schafer
---------------------
Name

<PAGE> 62

SCHEDULE OF COMPANIES

<PAGE> 63

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Kenneth A. Simons
- ------------------- ---------------------
Date Signature

Kenneth A. Simons
---------------------
Name

<PAGE> 64

SCHEDULE OF COMPANIES

<PAGE> 65

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Thomas J. Standke
- ------------------- ---------------------
Date Signature

Thomas J. Standke
---------------------
Name

<PAGE> 66

SCHEDULE OF COMPANIES

<PAGE> 67

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ John R. Stoller
- ------------------- -------------------
Date Signature

John R. Stoller
-------------------
Name

<PAGE> 68

SCHEDULE OF COMPANIES

<PAGE> 69

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Curtis H. Van Hyfte
- ------------------- -----------------------
Date Signature

Curtis H. Van Hyfte
-----------------------
Name

<PAGE> 70

SCHEDULE OF COMPANIES

<PAGE> 71

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ James A. Weissenborn
- ------------------- ------------------------
Date Signature

James A. Weissenborn
------------------------
Name

<PAGE> 72

SCHEDULE OF COMPANIES

<PAGE> 73

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

October 1, 1997 /s/ Gregory C. Williams
- ------------------- -----------------------
Date Signature

Gregory C. Williams
-----------------------
Name

<PAGE> 74

SCHEDULE OF COMPANIES

<PAGE> 1
EXHIBIT 25

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

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

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

PULTE CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

MICHIGAN 38-2766606
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

33 BLOOMFIELD HILLS PKWY., SUITE 200
BLOOMFIELD, MICHIGAN 48304
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEBT SECURITIES
(TITLE OF 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 Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

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

2
<PAGE> 3

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

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois,
on the 1st day of October, 1997.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /S/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT AND SENIOR COUNSEL

* EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER
25, 1996 (REGISTRATION NO. 333-14201).

3
<PAGE> 4

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

October 1, 1997

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Pulte Corporation
and The First National Bank of Chicago, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request
therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /S/ RICHARD D. MANELLA
RICHARD D. MANELLA
VICE PRESIDENT AND SENIOR COUNSEL

4
<PAGE> 5

EXHIBIT 7

<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1997

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

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN C400
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>

ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) 0081 4,415,563 1.a.
b. Interest-bearing balances(2) 0071 7,049,275 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).... 1773 4,455,173 2.b.
3. Federal funds sold and securities purchased under agreements to
resell 1350 4,604,233 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) RCFD 2122 24,185,099 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 423,419 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 23,761,680 4.d.
5. Trading assets (from Schedule RD-D) 3545 6,930,216 5.
6. Premises and fixed assets (including capitalized leases) 2145 705,704 6.
7. Other real estate owned (from Schedule RC-M) 2150 7,960 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 64,504 8.
9. Customers' liability to this bank on acceptances outstanding 2155 562,251 9.
10. Intangible assets (from Schedule RC-M) 2143 283,716 10.
11. Other assets (from Schedule RC-F) 2160 1,997,778 11.
12. Total assets (sum of items 1 through 11) 2170 54,837,423 12.
</TABLE>

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

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
</TABLE>

SCHEDULE RC-CONTINUED

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) RCON 2200 21,852,164 13.a
(1) Noninterest-bearing(1) RCON 6631 9,474,510 13.a.1
(2) Interest-bearing RCON 6636 12,377,654 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) RCFN 2200 13,756,280 13.b.
(1) Noninterest bearing RCFN 6631 330,030 13.b.1
(2) Interest-bearing RCFN 6636 13,426,250 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3.827,159 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 40,307 15.a
b. Trading Liabilities(from Schedule RC-D) RCFD 3548 4,985,577 15.b
16. Other borrowed money:
a. With original maturity of one year or less RCFD 2332 2,337,018 16.a
b. With original maturity of than one year through three years A547 265,393 16.b
. c. With a remaining maturity of more than three years A548 322,175 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding RCFD 2920 562,251 18
19. Subordinated notes and debentures (2) RCFD 3200 1,700,000 19
20. Other liabilities (from Schedule RC-G) RCFD 2930 929,875 20
21. Total liabilities (sum of items 13 through 20) RCFD 2948 50,618,199 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 0 23
24. Common stock RCFD 3230 200,858 24
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 2,948,616 25
26. a. Undivided profits and capital reserves RCFD 3632 1,059,214 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities RCFD 8434 12,788 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 (2,252) 27
28. Total equity capital (sum of items 23 through 27) RCFD 3210 4,219,224 28
29. Total liabilities and equity capital (sum of items 21 and 28) RCFD 3300 54,837,423 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 the most
comprehensive level of auditing work performed for the bank by independent external Number

auditors as of any date during 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .RCFD 6724 . ... /N/A/. M.1.

1 = INDEPENDENT AUDIT OF THE BANK CONDUCTED IN ACCORDANCE 4.= DIRECTORS' EXAMINATION OF THE BANK PERFORMED BY OTHER
WITH GENERALLY ACCEPTED AUDITING STANDARDS BY A CERTIFIED EXTERNAL AUDITORS (MAY BE REQUIRED BY STATE CHARTERING
PUBLIC ACCOUNTING FIRM WHICH SUBMITS A REPORT ON THE BANK AUTHORITY)
2 = INDEPENDENT AUDIT OF THE BANK'S PARENT HOLDING COMPANY 5 = REVIEW OF THE BANK'S FINANCIAL STATEMENTS BY EXTERNAL
CONDUCTED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING AUDITORS
STANDARDS BY A CERTIFIED PUBLIC ACCOUNTING FIRM WHICH 6 = COMPILATION OF THE BANK'S FINANCIAL STATEMENTS BY EXTERNAL
SUBMITS A REPORT ON THE CONSOLIDATED HOLDING COMPANY AUDITORS
(BUT NOT ON THE BANK SEPARATELY) 7 = OTHER AUDIT PROCEDURES (EXCLUDING TAX PREPARATION WORK)
3 = DIRECTORS' EXAMINATION OF THE BANK CONDUCTED IN 8 = NO EXTERNAL AUDIT WORK
ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS
BY A CERTIFIED PUBLIC ACCOUNTING FIRM (MAY BE REQUIRED BY
STATE CHARTERING AUTHORITY)
</TABLE>

- ------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.