As of the date of this Prospectus, the Company has determined to pay
interest for each of the three Certificate years prior to the initial
maturity date at the following combined rates, instead of the lesser
rate provided in the Certificate:
<TABLE>
If Interest is If Interest is If Interest is
Paid Quarterly Paid Annually Compounded Annually
______________ ______________ ___________________
<S> <C> <C> <C>
Year 1 4.85% 4.90% 5.00%
Year 2 5.10% 5.15% 5.25%
Year 3 5.35% 5.40% 5.50%
</TABLE>
The declared rate for redemptions (i.e., surrenders) during the initial
three-year period is 3.50% (as further discussed below), subject to
reduction under certain circumstances set forth herein. Redemption rates
for subsequent periods may vary.
(Prospectus supplement dated 12/6/96)
