Indenture or the Seventh Supplemental Trust Indenture, is subject
to the rebate requirements of Section 148(f)(4)(C) of the 1986
Code, and does, in fact, generate earnings from "non-purpose
investments" in excess of the amount which said investments would
have earned at a rate equal to the "yield" on the Series 0 Bonds,
plus any income attributable to such excess, the Board shall remit
any such excess earnings to the United States of America on or
before five (5) years from the date of issuance of the Series 0
Bonds, and once every five years thereafter until the final
retirement of the Series 0 Bond; the last installment, to the
extent required, to be made no later than sixty (60) days following
the date on which funds sufficient for the complete retirement of
the Bonds are deposited with the Trustee or any escrow agent.

          The tax-exempt status of the Series 0 Bonds is subject to
the following exceptions:

          1.  For purposes of the alternative minimum tax imposed
on corporations (as defined for federal income tax purposes),
interest on the Series 0 Bonds is taken into account in determining
adjusted current earnings for taxable years beginning after
December 31, 1989.

          2.   Section 265 of the Code denies a deduction        for
interest on indebtedness incurred or continued to purchase or carry
the Series 0 Bonds, or, in the case of a financial institution,
that portion of such financial institution's interest expense
allocable to interest on the Series 0 Bonds.

          3.   With respect to insurance companies subject to the
tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i)
reduces the deduction for loss reserves by 15% of the sum of
certain items, including interest on the Series 0 Bonds.

          4.   For taxable years beginning before January 1, 1996,
interest on the Series 0 Bonds earned by some corporations could be
subject to the environmental tax imposed by Section 59A of the
Code.

          5.   Interest on the Series 0 Bonds earned by certain
foreign corporations doing business in the United States of America
could be subject to a branch profits tax imposed by Section 884 of
the Code.

           6.   Passive investment income, including interest on the
Series 0 Bonds, may be subject to federal income taxation under
Section 1375 of the Code for Subchapter S corporations that have
Subchapter C earnings and profits at the close of the taxable year
if greater than 25% of the gross receipts of such Subchapter S
corporation is passive investment income.

           7.   Section  86  of  the  Code  requires   recipients  of
certain Social Security and certain Railroad Retirement benefits to



22