PACIFIC TELECOM INC
10-Q, 1996-05-08
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                           FORM 10-Q



 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
___
    EXCHANGE ACT OF 1934

For the quarterly period ended    March 31, 1996 
                               ________________________________________

                                      OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
___ 
    EXCHANGE ACT of 1934

For the transition period from __________ to __________________________

Commission file number                0-873                                
                       ________________________________________________     
                                                             

                              PACIFIC TELECOM, INC.                  
                (Exact name of registrant as specified in its charter)


       Washington                                     91-0644974            
_______________________________________________________________________
(State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                 Identification No.)


805 Broadway, P.O. Box 9901, Vancouver, Washington   98668 - 8701     
_______________________________________________________________________
 (Address of principal executive offices)              (Zip Code)  

Registrant's telephone number, including area code  (360)905-5800           
                                                   ____________________


                             No Change
_______________________________________________________________________
(Former name, former address and former fiscal year, if changed since 
last report)


  Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.  


                      Yes  X      No
                          ___        ___

Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.  

 Common Stock, no par value                100 shares
_______________________________________________________________________
    (Title of Class)             (Outstanding at May 3, 1996)

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (A) 
AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED 
DISCLOSURE FORMAT. 
<PAGE>
<TABLE>
                            PACIFIC TELECOM, INC.

                                   INDEX
                                   _____
<CAPTION>
PART I FINANCIAL INFORMATION:                                        PAGE NO.
       _____________________                                         _______ 
<S>                                                                    <C>
       Item 1 - Financial Statements:

                Consolidated Balance Sheets -
                  March 31, 1996 and December 31, 1995                  3

                Consolidated Statements of Income -
                  Three months ended March 31, 1996 and 1995            4


                Consolidated Statements of Cash Flows -
                  Three months ended March 31, 1996 and 1995            5


                Condensed Notes to Consolidated Financial Statements   6-7



         Item 2 - Management's Discussion and Analysis of 
                   Financial Condition and Results of Operations       8-10




PART II OTHER INFORMATION:
        _________________

        Item 6 - Exhibits and Reports on Form 8-K                      11

        Signatures                                                     12
</TABLE>
                                         -2-

<PAGE>
<TABLE>
PART I    FINANCIAL INFORMATION
Item 1. - Financial Statements
<CAPTION>
                                  PACIFIC TELECOM, INC.
                               Consolidated Balance Sheets
                                      (Unaudited)

                                         ASSETS
                                         ______
                                                    March 31,    December 31,
                                                      1996          1995    
                                                    _________    ___________
                                                         (In thousands)
<S>                                                <C>           <C>
Current assets:
  Cash and temporary cash investments              $    7,725    $    6,331
  Accounts receivable                                  88,804        81,528
  Accounts and notes receivable-affiliates (Note 2)    34,396        41,234
  Material and supplies (at average cost)               7,978         7,082
  Inventory - North Pacific Cable                      60,535        60,571
  Other                                                13,630         9,522
                                                    _________     _________
     Total current assets                             213,068       206,268

Investments                                           124,882       124,555

Plant in service:
  Telecommunications                                1,561,944     1,570,262
  Other                                                22,512        22,655
  Less accumulated depreciation                       674,644       678,328
                                                    _________     _________
                                                      909,812       914,589
  Construction work in progress                        10,478        13,970
                                                    _________     _________
     Net plant                                        920,290       928,559

Intangible assets - net                               375,529       378,214 

Deferred charges                                       16,041        16,528
                                                    _________     _________

     Total assets                                  $1,649,810    $1,654,124 
                                                    _________     _________
                                                    _________     _________


                        LIABILITIES AND CAPITALIZATION
                        ______________________________

Current liabilities:
  Currently maturing long-term debt                $    5,567    $    5,535
  Notes payable                                        72,000        90,000
  Accounts payable                                     59,102        48,395
  Accrued liabilities                                  54,677        58,736
  Dissenters' rights                                   27,930        27,930 
  Accrued access and unearned revenue                   8,552         8,354 
                                                    _________     _________

     Total current liabilities                        227,828       238,950 

Long-term debt                                        459,053       459,502

Deferred income taxes                                 129,956       126,539

Unamortized investment tax credits                      6,498         6,929

Other long-term liabilities                            49,439        48,502

Minority interest                                      18,672        18,288

Shareholder's equity:  
 Common stock                                              -             -
 Additional paid-in capital                            225,943       225,943 
 Retained earnings                                     532,421       529,471
                                                     _________     _________
   Total shareholder's equity                          758,364       755,414
                                                     _________     _________

   Total liabilities and capitalization             $1,649,810    $1,654,124
                                                     _________     _________
                                                     _________     _________ 
<FN>
        See accompanying notes to consolidated financial statements.
</TABLE>
                                    -3-
<PAGE>
<TABLE>
                            PACIFIC TELECOM, INC.
                      Consolidated Statements of Income
                                (Unaudited)
<CAPTION>
                                                        Three Months Ended 
                                                            March 31,  
                                                        ------------------    
                                                          1996      1995 
                                                        --------  --------
                                                          (In thousands)     
<S>                                                    <C>       <C>
Operating revenues:
  Local network service                                $  33,255 $  27,260
  Network access service                                  63,471    47,854 
  Long distance network service                              423    62,070 
  Private line service                                        -     15,228 
  Sales of cable capacity                                     75     1,560 
  Cellular                                                 8,768     6,118
  Other                                                   18,438    21,621
                                                        ________  ________
     Total operating revenues                            124,430   181,711
                                                        ________  ________

Operating expenses:
  Plant support                                           22,035    30,243
  Depreciation and amortization                           25,340    27,560
  Leased circuits                                            407     8,793 
  Access expense                                            -       22,366
  Other operating expense                                  7,269     9,911
  Cost of cable sales                                         36     1,058
  Customer operations                                     13,196    18,560
  Administrative support                                  16,004    19,036
  Taxes other than income taxes                            4,788     4,029
                                                        ________  ________
     Total operating expenses                             89,075   141,556 
                                                        ________  ________
Operating income                                          35,355    40,155 
                                                        ________  ________
Other income (expense):
  Interest expense                                       (10,053)   (9,998)
  Interest income                                            605       624 
  Gain on sale of subsidiaries and investments               815       -
  Other                                                     (509)   (3,669)
                                                        ________  ________

Other income (expense) - net                              (9,142)  (13,043)
                                                        ________  ________
Income before income taxes                                26,213    27,112 

Income taxes                                              10,196    10,385 
                                                        ________  ________
Net income                                             $  16,017 $  16,727
                                                        ________  ________
                                                        ________  ________
<FN>
          See accompanying notes to consolidated financial statements.
</TABLE>

                                    -4-
<PAGE>

                            PACIFIC TELECOM, INC.
                   Consolidated Statements of Cash Flows
                                (Unaudited)



                                                         Three Months Ended
                                                              March 31, 
                                                         __________________
                                                           1996       1995 
                                                         _______     ______
                                                            (In thousands)     
Cash Flows from Operating Activities:
  Net income                                              $ 16,017 $  16,727 
  Adjustments to reconcile net income
  to net cash provided by operating activities:
    Depreciation and amortization                           27,197    29,727 
    Deferred income taxes and investment tax credits, net    1,624      (124)
    Gain on sale of subsidiaries and investments              (815)     -
    Gains (losses) from unconsolidated entities, net          (821)       45
    Accounts receivable and other current assets            (5,438)    2,356
    Inventory - North Pacific Cable                             35     1,056 
    Accounts payable and accrued liabilities                10,784     1,957 
    Other                                                    3,694       748 
                                                           _______   _______
       Net cash provided by operating activities            52,277    52,492 
                                                           _______   _______

Cash Flows from Investing Activities:
  Construction expenditures                                (19,892)  (24,618)
  Cost of business acquired                                   -     (197,905)
  Investments in and advances to affiliates                 (1,332)      (16)
  Proceeds from sales of assets                              1,822       750 
                                                           _______   _______
     Net cash used by investing activities                 (19,402) (221,789)
                                                           _______   _______
Cash Flows from Financing Activities:
  (Decrease) increase in short-term debt                   (18,000)  211,224 
  Proceeds from issuance of long-term debt                   1,740     -      
  Purchase of common stock                                    -         (823)
  Dividends paid                                           (13,066)  (13,072)
  Payments of long-term debt                                (2,155)   (1,524)
                                                           _______   _______
    Net cash (used) provided by financing activities       (31,481)  195,805 
                                                           _______   _______
Increase in Cash and Temporary Cash Investments              1,394    26,508 

Cash and Temporary Cash Investments at Beginning of Period   6,331     9,883 
                                                           _______   _______
Cash and Temporary Cash Investments at End of Period      $  7,725  $ 36,391
                                                           _______   _______ 
                                                           _______   _______

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the three months ended March 31 for:
     Interest                                             $ 15,121  $ 13,251 
     Income Taxes                                         $    466  $  8,912
[FN]
             See accompanying notes to consolidated financial statements.  

                                      -5-

<PAGE>

                   Notes to Consolidated Financial Statements
                                  (Unaudited)


1. The consolidated financial statements include all normal adjustments 
   which, in the opinion of management, are  necessary  to present
   fairly the consolidated financial position at March 31, 1996, 
   and the consolidated results of operations and cash flows for the three 
   months ended March 31, 1996 and 1995.  These consolidated financial 
   statements should be read in conjunction with the financial statements
   and related notes included in the latest annual report filed on Form
   10-K of Pacific Telecom, Inc. (Company).  The consolidated results of
   operations presented herein are not necessarily indicative of the 
   results to be expected for the year.  The 1995 consolidated financial 
   statements reflect certain reclassifications to conform to the 
   current year presentation.  These  reclassifications have no effect on 
   previously stated net income.  

2. The Company is a wholly-owned subsidiary of PacifiCorp Holdings, Inc.
   (Holdings), which is a wholly-owned subsidiary of PacifiCorp.  See Note 
   2 to the Consolidated Financial Statements included in the Company's
   Annual Report on Form 10-K for the year ended December 31, 1995, for 
   information related to the affiliated note for amounts to be paid
   dissenters relating to the minority buy-out. 

3. Certain  loan  agreements  contain provisions restricting the payment
   of  cash dividends.  Retained earnings of approximately $240.4 million
   were available for dividends and other distributions at March 31, 1996.  

   The Company's ratio of earnings to fixed charges for the three months 
   ended March 31, 1996, calculated in accordance with Item 503 of 
   Regulation S-K under the Securities Exchange Act of 1934, was 3.3 to 1.  

4. The Company's effective combined state and federal income tax rates were 
   38.9 percent and 38.3 percent for the three months ended March 31, 1996 and 
   1995, respectively.  The difference between taxes calculated at the 
   statutory federal tax rates and the effective combined rates for 1996 and 
   1995 is reconciled as follows:

                                                           1996     1995
                                                           ____     ____ 

   Federal statutory rate                                  35.0%    35.0%
   State income taxes, net of federal benefit               3.6      4.4
   Amortization of investment tax credits                  (1.6)    (3.6)
   Amortization of excess deferred income taxes             (.6)     (.7)
   Amortization of excess cost                              2.9      3.6 
   Other                                                    (.4)     (.4)
                                                           ____     ____
   Effective tax rate                                      38.9%    38.3%
                                                           ____     ____
                                                           ____     ____


   The components of income tax expense are as follows:  

                                                        Three Months Ended
                                                            March 31,
                                                       ___________________
                                                        
                                                         1996        1995
                                                        ______      ______
                                                         (In thousands)

  Federal income taxes                                 $ 8,728     $ 8,532
  State income taxes                                     1,468       1,853 
                                                        ______      ______
                                                       $10,196     $10,385 
                                                        ______      ______
                                                        ______      ______

Income taxes currently payable                         $ 8,617     $10,707
Deferred income taxes                                    2,011         678
Amortization of deferred investment tax credits           (432)     (1,000)
                                                        ______      ______
                                                       $10,196     $10,385
                                                        ______      ______
                                                        ______      ______

                                   -6-
<PAGE>
                Notes to Consolidated Financial Statements
                               (Unaudited)


5. On August 7, 1995,  the Company closed the sale of the stock of Alascom, 
   Inc.(Alascom) to AT&T Corp. (AT&T) in a transaction providing $365.5 million 
   in proceeds.  See Note 16 to the Consolidated Financial Statements included 
   in the Company's Annual Report on Form 10-K for the year ended December 31, 
   1995, for information related to this transaction.  


                                    -7-

<PAGE>
                 Management's Discussion and Analysis of
              Financial Condition and Results of Operations*


                       Three Months Ended March 31
                       ___________________________

Results of Operations
_____________________
The Company's net income for the three months ended March 31, 1996 was $16.0
million, a decrease of 4.2 percent compared to net income of $16.7 million 
for the same period in 1995.  This decrease was attributable to the sale of 
Alascom in August, 1995.  Operating income decreased 12 percent or $4.8 million 
in the first quarter of 1996 compared to 1995.  In the first quarter of 
1995, Alascom's contribution to operating income was $15.3 million.  This 
decrease was offset in part by the acquisition of local exchange assets in 
Colorado.  The Colorado acquisition contributed operating income of $5.2 million
in the first quarter of 1996 and $2.6 million in the first quarter of 
1995.  Acquisitions of LEC assets in Washington and Oregon late in 1995 
contributed operating income of $3.4 million in the first quarter of 1996.  
The resulting net increase in operating income from all the 1995 acquisitions 
for the first quarter of 1996 was $6.0 million.  Also increasing operating 
income were increases resulting from LEC internal access line growth, revised 
local exchange revenue estimates for prior years and cellular customer growth.  
Operating revenues for the first quarter of 1996 were $124.4 million, a 
decrease of $57.3 million, or 31.5 percent, compared to the same period in 
1995.  Operating expenses in the first quarter of 1996 were $89.0 million, a 
decrease of $52.5 million, or 37.1 percent, compared to the first quarter of 
1995.  See Part II, Item 7.  "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" in the Company's Annual Report 
on Form 10-K for the year ended December 31, 1995, for information about the 
North Pacific Cable. 

The following table summarizes the effects of the sale of Alascom in August 
1995 and the acquisition of LEC assets in 1995 on operating income for the 
period ended March 31, 1996, when compared to 1995.  Other material variances 
are footnoted below:   
<TABLE>
<CAPTION>
                     Consolidated     Alascom                            Consolidated
                     Three Months   Three Months   Variance              Three Months 
                        Ended          Ended        due to                   Ended
                       March 31,      March 31,       LEC                  March 31,
                        1995           1995       Acquisitions   Other       1996
                     ___________     ___________  ___________    _____    ___________
                                             (in millions) 
<S>                          <C>            <C>             <C>        <C>        <C>
Operating revenues:
  Local network service      $ 27.3                         $  3.9     $2.0 (a)   $ 33.2
  Network access service       47.8                           12.9      2.8 (b)     63.5
  Long distance 
    network service            62.1         $(61.8)            0.1      -            0.4
  Private line service         15.2          (15.2)                     -             -
  Sales of cable capacity       1.6                                    (1.5)(c)      0.1
  Cellular                      6.1                                     2.7 (d)      8.8
  Other                        21.6           (4.9)            0.9      0.8         18.4 
                              _____           ____           _____     ____        _____
    Total operating revenues  181.7          (81.9)           17.8      6.8        124.4
                              _____           ____           _____     ____        _____ 

Operating expenses:
  Plant support                30.2          (11.2)            2.9       .1         22.0
  Depreciation and                                                
    amortization               27.6           (8.5)            5.1      1.1 (e)     25.3
  Leased circuits               8.8           (7.4)                    (1.0)(f)       .4
  Access expense               22.4          (22.4)                     -            -
  Other operating expense       9.9           (3.8)            0.5      0.7          7.3
  Cost of cable sales           1.0                                    (1.0)(g)      -
  Customer operations          18.6           (6.4)            0.4      0.6         13.2
  Administrative support       19.0           (6.4)            1.9      1.5 (h)     16.0
  Taxes other than 
    income taxes                4.0           (0.5)            1.0      0.3          4.8
                              _____           ____            ____     ____        _____
     Total operating expenses 141.5          (66.6)           11.8      2.3         89.0
                              _____           ____            ____     ____        _____
Operating income             $ 40.2         $(15.3)         $  6.0    $ 4.5       $ 35.4
                              _____           ____            ____     ____        _____
                              _____           ____            ____     ____        _____

<FN>
_______________________                            
      *Pursuant to General Instruction H (1)(a) and (b) of Form 10-Q, the 
Company is substituting a management's narrative analysis of results of 
operations for Item 2. 
</TABLE>
                                     -8- 
<PAGE>

                    Managements Discussion and Analysis of
                  Financial Condition and Results of Operations


(a) Revenue from enhanced services, such as caller name and number 
    identification, automatic call back, auto recall and call trace, of
    $.7 million, revenue from LEC access line growth of $.4 million
    and LEC installation related charges of $.4 million due to customer 
    growth and certain rate increases accounted for most of the $2.0
    million increase in local network service revenue.  

(b) Network access service revenue grew by $2.8 million, with  $1.8 
    million resulting from access line growth and higher minutes of 
    use and $.7  million resulting from revised LEC revenue estimates
    for prior years.  This increase was partially offset by decreased 
    Universal Service Fund (USF) support of $.9 million.  The national 
    average cost per access line to provide service to rural telephone 
    customers (the USF benchmark) increased while the Company's cost per
    access line increased at a rate below the national average.  This 
    caused a slight decrease in the USF support received per access line.  

(c) Sales of cable capacity declined by $1.5 million due to the sale 
    of fewer circuits.  

(d) Cellular revenue grew $2.7 million due to growth in customers and 
    increased roaming revenues.  

(e) Depreciation expense was higher by $1.1 million, which included $.8 
    million due to increased LEC depreciable plant balances and $.2 
    million due to growth in cellular operations. 

(f) Leased circuits expense decreased $1.0 million in 1996 due to the 
    cable outage restoration services provided in  February 1995.

(g) Cost of cable sales decreased by $1.0 million due to the sale of fewer
    circuits.

(h) Administative support increased $1.5 million mainly due to a higher 
    corporate support costs for information systems and benefits. 

Other expense - net for the first quarter of 1996 was $9.1 million, a 
decrease of $3.9 million or 30 percent from 1995.  Gain on sale of 
subsidiaries and investments includes the sale of a cellular property.
Equity earnings from cellular and telephone investments increased 
$.9 million, diversified company income increased $.4 million and
undistributed corporate support costs decreased $.3 million  in the
first quarter of 1996 compared to the same period in 1995.  Other expense
in 1995 included $.8 million in costs relating to Holdings' offer to 
purchase the minority interest in the Company. 

Acquisitions
____________

See Part II, Item 7. "Management's Discussion and Analysis of Financial 
Condition and Results of Operations" under "Acquisitions" and Notes 14 and 
15 to the Consolidated Financial Statements included in the Company's Annual 
Report on Form 10-K for the year ended December 31, 1995, for information 
about acquisitions.  

                                        -9-
<PAGE>
                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
       

Liquidity and Capital Resources
_______________________________

During the three months ended March 31, 1996, construction expenditures 
amounted to $19.9 million.  These expenditures  pertained mainly to network 
upgrades and internal growth of the Company's operations.  The 
construction expenditures were funded primarily with cash from operations.  
In 1996, total construction expenditures estimated at $114.2 million are 
expected to be funded primarily through cash from operations.  Cash from 
operations in the first quarter of 1996 was comparable with amounts for the 
same period in 1995.  Lower operating cash, relating mainly to the sale of 
Alascom, was offset by higher interstate access receipts from the National 
Exchange Carrier Association (NECA), including $10.1 million attributable to 
certain revenue requirement issues.  Due to an FCC ruling, the Company did
not record the $10.1 million receipt as  income and expects that this
amount will be refunded or used to offset future cash flow from NECA.  

The Company has access to funds through its $300 million revolving credit 
agreement which terminates in November 1999.  At March 31, 1996, no borrowings 
were outstanding under this agreement.  The revolving credit agreement also 
serves as backup for a $100 million commercial paper program, under which 
$50 million was outstanding at March 31, 1996.  The Company had $97 
million outstanding under other available banking arrangements at March 31,
1996. Short-term borrowings from other available banking arrangements of $25 
million and commercial paper of $50 million have been classified as long-term 
debt based on management's intent and the Company's ability to support this
debt on a long-term basis.   In January 1996, the Company established a $200 
million Series C Medium-term Note program, which will be used primarily to 
fund future acquisitions and to repay some of the short-term debt outstanding 
at March 31, 1996.  At March 31, 1996, the Company had approval from the
Rural Telephone Bank to borrow $17.6 million in additional Rural 
Electrification Administration debt for certain construction projects.  

The Company has an agreement that allows temporary cash advances to or from 
its parent, PacifiCorp Holdings, Inc. (Holdings).  Interest rates on advances 
from Holdings are based on Holding's cost of short-term funds plus 3/8 
percent.  Interest rates on advances to Holdings are based on Holding's cost 
of short-term funds.   At March 31, 1996, $27.5 million was due from Holdings 
for amounts to be paid to dissenters relating to the minority buy-out.  (See 
Note 2 to the Consolidated Financial Statements included in the Company's 
Annual Report on Form 10-K for the year ended December 31, 1995 
for more information about this note.)

The Company has definitive agreements with US WEST Communications, Inc. 
and GTE North Incorporated to purchase local exchange telephone properties
in Minnesota and Michigan, respectively.  Both acquisitions are subject
to regulatory approval.  The Company expects to fund these acquisitions 
through the issuance of external debt and internally generated funds.

Any temporary cash or liquidity requirements during 1996 are expected to 
be met through utilization of funds available under the revolving credit
agreement or temporary advances from Holdings.  Long-term liquidity 
requirements are expected to be met through utilization of funds available 
under the revolving credit agreement or the Series C Medium-term Note 
program.  Cash needed to pay dissenters'rights will be provided by Holdings. 

                 
                                      -10-
<PAGE>
PART II    OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

           (a)   Exhibits
                 12   Statements re Computation of Ratios
                 27   Financial Data Schedule (filed electronically only)

           (b)   Reports on Form 8-K
                 None

                                      -11-
<PAGE>        
                                SIGNATURES
                                __________

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


                                            Pacific Telecom, Inc.
                                         ____________________________
                                                (Registrant)


Date:   May 8, 1996                          /s/James H. Huesgen
                                         ____________________________
                                               James H. Huesgen 
                                         Executive Vice President and
                                            Chief Financial Officer


                                      -12-

<PAGE>
<TABLE>
                                                                EXHIBIT 12

                                 Pacific Telecom, Inc.
                   Computation of Ratio of Earnings to Fixed Charges
                             (Dollar amounts in millions)
<CAPTION>
                                Three
                                Months
                                Ended           Year Ended December 31,      
                               March 31,  __________________________________
                                 1996     1995    1994    1993   1992   1991 
                              _________   ____    ____    ____   ____   ____
<S>                              <C>     <C>     <C>    <C>     <C>    <C>
Earnings, as defined*:
Income from continuing operations
  before income taxes            $26.2   $186.6  $122.2 $ 82.9  $ 99.8 $120.4

 
Add:
 Fixed charges                    11.8     54.5    48.6   59.5    63.2   67.7
 Equity losses of less than 50%
   owned persons                    -        -       -      -      0.9    0.5
 Minority interest                 0.4      1.3     1.0    0.6     0.1    2.0 
                                 _____    _____   _____  _____   _____  _____

  Total earnings                 $38.4   $242.4  $171.8 $143.0  $164.0 $190.6
                                 _____    _____   _____  _____   _____  _____
                                 _____    _____   _____  _____   _____  _____

Fixed charges:
  Interest                       $10.0    $42.3   $34.7  $44.3   $52.1  $55.0
  Interest portion of 
    rental expense                 1.8     12.2    13.9   15.2    11.1   12.7
                                  ____     ____    ____   ____    ____   ____

    Total fixed charges          $11.8    $54.5   $48.6  $59.5   $63.2  $67.7
                                  ____     ____    ____   ____    ____   ____
                                  ____     ____    ____   ____    ____   ____

Ratio of earnings to fixed charges 3.3      4.4     3.5    2.4     2.6    2.8
                                  ____     ____    ____   ____    ____   ____
                                  ____     ____    ____   ____    ____   ____

</TABLE>
[FN]
* For the purpose of computing  these  ratios,  "earnings" represents  the 
  aggregate of (a) income from continuing operations  before income taxes, 
  (b) fixed charges, (c)equity losses of less  than 50% owned  persons and
  (d) minority interest.  Equity losses of less than 50% owned persons are 
  added to income from continuing operations before income taxes since the 
  Company  does  not guarantee  the debt of such persons.  "Fixed Charges" 
  consist  of  interest  charges  and an estimated amount representing the 
  interest portion of rental expense. 


<TABLE> <S> <C>

<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST
QUARTER FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       902917
<OTHER-PROPERTY-AND-INVEST>                     142255
<TOTAL-CURRENT-ASSETS>                          213068
<TOTAL-DEFERRED-CHARGES>                         16041
<OTHER-ASSETS>                                  375529
<TOTAL-ASSETS>                                 1649810
<COMMON>                                             0
<CAPITAL-SURPLUS-PAID-IN>                       225943
<RETAINED-EARNINGS>                             532421
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  758364
                                0
                                          0
<LONG-TERM-DEBT-NET>                            384053
<SHORT-TERM-NOTES>                               72000
<LONG-TERM-NOTES-PAYABLE>                        25000
<COMMERCIAL-PAPER-OBLIGATIONS>                   50000
<LONG-TERM-DEBT-CURRENT-PORT>                     5567
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                  354826
<TOT-CAPITALIZATION-AND-LIAB>                  1649810
<GROSS-OPERATING-REVENUE>                       124430
<INCOME-TAX-EXPENSE>                             10196
<OTHER-OPERATING-EXPENSES>                       89075
<TOTAL-OPERATING-EXPENSES>                       99271
<OPERATING-INCOME-LOSS>                          25159
<OTHER-INCOME-NET>                                 911
<INCOME-BEFORE-INTEREST-EXPEN>                   26070
<TOTAL-INTEREST-EXPENSE>                         10053
<NET-INCOME>                                     16017
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                    16017
<COMMON-STOCK-DIVIDENDS>                         13066
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                           52277
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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