J Bonds and the Series K Bonds shall not be invested in any

manner which will cause any of the Series J Bonds or the

Series K Bonds to be treated as arbitrage bonds within the

meaning of Section 103(c)(2) of the Internal Revenue Code of

1954, as amended (the "Code"), and the applicable Income Tax

Regulations thereunder (the "Regulations").

          On the basis of information furnished to the Board,

on known facts, circumstances, and reasonable expectations on

the date of this Series J and Series K Supplemental Trust

Indenture, the Board certifies as follows:

          (A) That it is not expected or contemplated that the
     proceeds of the Series J Bonds or of the Series K Bonds
     will be used or invested in any manner which will cause
     any of the Bonds to be treated as "arbitrage bonds" within
     the meaning of Section 103(c)(2) of the Code and the
     Regulations.

          (B) That it is not expected or contemplated that the
     Board will make any use of the proceeds of the Series J
     Bonds or of the Series K Bonds, which, if such use had
     been reasonably anticipated on the date of issuance of the
     Series J Bonds, or of the Series K Bonds, respectively,
     would have caused the Series J Bonds or the Series K Bonds
     to be arbitrage bonds.

          (C) That it is expected and contemplated that the
     Board will comply with (i) all of the requirements of
     Section 103(c) of the Code; and (ii) all of the requirements
     of the Regulations, to whatever extent is necessary to assure
     that the Series J Bonds and the Series K Bonds will not be
     treated as arbitrage bonds.

          Provided, however, that it is intended that the pro-

 ceeds of the Series J Bonds and the Series K Bonds will be in-

 vested to whatever extent and whenever the Code and/or



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