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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D


Under the Securities Exchange Act of 1934
(Amendment No. 1)


USG CORPORATION
(Name of Issuer)


Common Stock, par value $.10 per share
(Title of Class of Securities)


          0009032931          
(CUSIP Number)


James B. McHugh, Esq.
The Goldman Sachs Group, L.P.
85 Broad Street
New York, NY  10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications)


          January 7, 1994          
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this 
schedule because of Rule 13d-1(b)(3) or (4), check the following box.   


Check the following  box if a fee is being paid with the statement.    (A fee 
is not required, only if the reporting person: (1) has a previous statement 
on file reporting beneficial ownership of more than five percent of the 
class of securities described in Item 1; and (2) has filed no amendment 
subsequent thereto reporting beneficial ownership of five percent or less 
of such class.) (See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should be 
filed with the Commission.  See Rule 13d-1(a) for other parties to whom 
copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter 
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities 
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of 
that section of the Act but shall be subject to all other provisions of the 
Act (however, see the Notes).






Page 1 of  34  pages

<PAGE>





1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Water Street Corporate Recovery Fund I, L.P.




2
Check the Appropriate Box if a Member of a Group* 

	(a) 
*
	(b) 
*




3
SEC Use Only




4
Source of Funds

00-WC




5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)	*




6
Citizenship or Place of Organization

Delaware







Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With


7

Sole Voting Power
16,009,301 shares of Common Stock



8

Shared Voting Power
- - 0 -

9

Sole Dispositive Power
16,009,301 shares of Common Stock


10

Shared Dispositive Power
- - 0 -

11
Aggregate Amount Beneficially Owned by Each Reporting Person

16,009,301 shares of Common Stock

12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*	*


13
Percent of Class Represented by Amount in Row (11)

42.9%

14
Type of Reporting Person*

  PN


<PAGE>



1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Goldman, Sachs & Co.



2
Check the Appropriate Box if a Member of a Group* 

	(a) 
*
	(b) 
*




3
SEC Use Only




4
Source of Funds

00-WC




5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)	*




6
Citizenship or Place of Organization

New York




Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With






7


Sole Voting Power
16,105,840 shares of Common Stock




8


Shared Voting Power
- - 0 -


9


Sole Dispositive Power
16,105,840 shares of Common Stock



10


Shared Dispositive Power
- - 0 -

11
Aggregate Amount Beneficially Owned by Each Reporting Person

16,105,840  shares of Common Stock

12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*	*


13
Percent of Class Represented by Amount in Row (11)

43.2%

14
Type of Reporting Person*

HC-BD-PN


<PAGE>



1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

The Goldman Sachs Group, L.P.




2
Check the Appropriate Box if a Member of a Group* 

	(a) 
*
	(b) 
*




3
SEC Use Only




4
Source of Funds

00




5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)	*




6
Citizenship or Place of Organization

Delaware



Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With







7

Sole Voting Power
16,105,840 shares of Common Stock




8

Shared Voting Power
- - 0 -


9

Sole Dispositive Power
16,105,840 shares of Common Stock



10

Shared Dispositive Power
- - 0 -

11
Aggregate Amount Beneficially Owned by Each Reporting Person

16,105,840 shares of Common Stock

12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*	*


13
Percent of Class Represented by Amount in Row (11)

43.2%

14
Type of Reporting Person*

HC-PN


<PAGE>

Item 1.	Security and Issuer.

	This Amendment No. 1 ("Amendment No. 1") to 
the Statement on Schedule 13D, dated May 6, 1993 (the 
"Schedule 13D"), filed by Water Street Corporate 
Recovery Fund I, L.P. ("Water Street"), Goldman, 
Sachs & Co. ("Goldman Sachs") and The Goldman Sachs 
Group, L.P. ("GS Group" and together with Water 
Street and Goldman Sachs, the "Reporting Persons") 
relates to the beneficial ownership by the Reporting 
Persons of shares of the common stock, par value $.10 
per share (the "Common Stock"), of USG Corporation, a 
Delaware corporation (the "Company").

	The principal executive offices of the 
Company are located at 125 South Franklin Street, 
Chicago, Illinois 60606.

Item 2.	Identity and Background.

	This Amendment No. 1 is being filed by the 
Reporting Persons.1  A copy of the joint filing 
agreement among the Reporting Persons is filed as 
Exhibit A to the Schedule 13D.

	The business address of each of the 
Reporting Persons is 85 Broad Street, New York, New 
York 10004.  Water Street, a Delaware limited 
partnership, is engaged in the business of buying and 
selling securities of entities that (i) are in 
bankruptcy (or other form of legal reorganization) or 
have defaulted in the payment of any indebtedness for 
borrowed money or (ii) have outstanding debt 
securities meeting certain yield requirements.  
Goldman Sachs is the sole general partner of Water 
Street.

	Goldman Sachs, a New York limited 
partnership, is an investment banking firm and a 
member of the New York Stock 
Exchange, Inc. and other national exchanges.  GS 
Group, one of the general partners of Goldman Sachs, 
owns a 99% interest in Goldman Sachs.  GS Group is a 
Delaware limited partnership and a holding 
partnership that engages (directly or indirectly 
through subsidiaries or affiliated companies or both) 
in the 


                    

1.	Neither the Schedule 13D or the present filing 
nor anything contained therein or herein shall be 
construed as an admission that Water Street, 
Goldman Sachs or GS Group constitutes a "person" 
for any purpose other than Section 13(d) of the 
Securities Exchange Act of 1934, or that Water 
Street, Goldman Sachs and GS Group constitute a 
"group" for any purpose. 

<PAGE>


business of buying and selling securities, both 
foreign and domestic, and in making investments on 
behalf of its partners.  GS Group is controlled by 
its general partners (which consist of the general 
partners of Goldman Sachs other than GS Group) as a 
group, who have delegated to its Management Committee 
the power to act on their behalf with respect to the 
management of GS Group.

	The name, business address, present 
principal occupation or employment and citizenship of 
each of the general partners of Goldman Sachs and of 
GS Group that is a natural person are set forth in 
Schedule I and are incorporated by reference.  The 
name, state or place of organization, principal 
business, address of principal business and address 
of principal office of each of the general partners 
of Goldman Sachs (other than GS Group) and of GS 
Group that is not a natural person are also set forth 
in Schedule I and incorporated by reference.  The 
name, business address, present principal occupation 
or employment and citizenship of each controlling 
person, if any, director and executive officer of 
each corporate general partner of Goldman Sachs are 
set forth in Schedule II and incorporated by 
reference.  The members of the Management Committee 
of GS Group are those persons listed in Schedule I 
who have an asterisk marked next to their name.

	During the last five years, none of the 
Reporting Persons nor, to their knowledge, any of the 
persons listed on Schedule I or Schedule II, (i) has 
been convicted in a criminal proceeding (excluding 
traffic violations or similar misdemeanors) or 
(ii) except as set forth on Schedule III, has been a 
party to a civil proceeding of a judicial or 
administrative body of competent jurisdiction and as 
a result of such proceeding was or is subject to a 
judgment, decree or final order enjoining future 
violations of, or prohibiting or mandating activities 
subject to, federal or state securities laws, or 
finding any violation with respect to such laws.

Item 3.
	Source and Amount of Funds or Other Con
sideration.

	Water Street acquired the shares of Common 
Stock and the warrants to purchase Common Stock 
("Warrants") on May 6, 1993 pursuant to the terms of 
the Prepackaged Plan of Reorganization of the Company 
under Chapter 11 of the Bankruptcy Code (the 
"Prepackaged Plan").  The Company solicited 
acceptances of the Prepackaged Plan from each person 
holding an impaired claim against or equity interest 
in the Company.  Water Street voted all its impaired 
claims in favor of the Prepackaged Plan.  The 
Prepackaged Plan was filed on March 17, 1993, was 
confirmed on April 23, 1993 by the United States 
Bankruptcy Court for the District of Delaware and 
became



<PAGE>
effective on May 6, 1993 (the "Effective Date").  The 
Prepackaged Plan is filed as Exhibit B to the 
Schedule 13D.

	In accordance with the Prepackaged Plan, 
15,893,231 shares of Common Stock and 116,070 
Warrants, each of which represents the right to 
purchase one share of Common Stock, were issued to 
Water Street in respect of Water Street's holdings of 
$307,904,000 principal amount of 13-1/4% Senior 
Subordinated Debentures due 2000 of the Company (the 
"13-1/4 Debentures") and $21,415,104 principal amount 
of 16% Junior Subordinated Pay-in-Kind Debentures due 
2008 of the Company (the "16% Debentures").2

	Water Street acquired its holdings of 13-
1/4% Debentures and 16% Debentures through open 
market purchases between June 1990 and February 1991 
for an aggregate purchase price of approximately 
$131,298,408.  The funds used by Water Street to 
purchase the 13-1/4% Debentures and the 16% 
Debentures were obtained from the capital 
contributions by its partners.  The amount of funds 
necessary to exercise the 116,070 Warrants held by 
Water Street is approximately $1,873,983 (based on an 
exercise price of $16.14 per Warrant).  In the event 
Water Street exercises the Warrants, it is expected 
that the funds for that exercise would be obtained 
from the available funds of Water Street.

	Also in accordance with the Prepackaged 
Plan, 96,539 shares of Common Stock were issued to 
Goldman Sachs in respect of its holdings of 
$1,900,000 principal amount of 13-1/4% Debentures.3  
Goldman Sachs acquired its holdings of 13-1/4% 


                    

2.	Based on the anticipated distributions of Common 
Stock and Warrants to Water Street under the 
Prepackaged Plan, Water Street reported in the 
Schedule 13D that it beneficially owned 
15,893,384 shares of Common Stock and 116,108 
Warrants.  Water Street's beneficial ownership 
reported in this Amendment No. 1 reflects the 
actual number of shares of Common Stock and 
Warrants distributed to Water Street under the 
Prepackaged Plan. 

3.	Based on the anticipated distribution of Common 
Stock to Water Street and Goldman Sachs under the 
Prepackaged Plan, Goldman Sachs and GS Group 
reported in the Schedule 13D that they 
beneficially owned 15,989,921 shares of Common 
Stock and 116,108 Warrants.  The beneficial 
ownership of Goldman Sachs and GS Group reported 
in this Amendment No. 1 reflects the actual 
number of shares of Common Stock and Warrants 
distributed to Water Street and Goldman Sachs 
under the Prepackaged Plan. 

<PAGE>


Debentures through open market purchases between 
March 1991 and July 1991 for an aggregate purchase 
price of approximately $677,000.  The funds used by 
Goldman Sachs to purchase the 13-1/4% Debentures were 
obtained from working capital, which included the 
proceeds of short and medium-term bank loans obtained 
by Goldman Sachs in the ordinary course of business.  
None of the persons listed on Schedule I or Schedule 
II has contributed any funds or other consideration 
towards the purchase of the 13-1/4% Debentures by 
Goldman Sachs, except as they may have made capital 
contributions to Goldman Sachs as general partners of 
Goldman Sachs.


Item 4.	Purpose of the Transaction.

	As discussed in Item 3, pursuant to the 
Prepackaged Plan (i) Water Street received 15,893,231 
shares of Common Stock and Warrants to purchase 
116,070 shares of Common Stock in exchange for its 
holdings of 13-1/4% Debentures and 16% Debentures and 
(ii) Goldman Sachs received 96,539 shares of Common 
Stock in exchange for its holdings of 13-1/4% 
Debentures.  The Reporting Persons acquired their 
shares of Common Stock and/or Warrants, as the case 
may be, pursuant to the Prepackaged Plan for the 
purpose of acquiring an equity interest, including 
the Warrants, in the Company.  The Reporting Persons 
expect to evaluate on an ongoing basis the Company's 
financial condition, business, operations and 
prospects.  Under the letter agreement, dated 
February 25, 1993 (the "Water Street Agreement"), 
between the Reporting Persons and the Company, which 
was entered into in connection with the Prepackaged 
Plan, Water Street is entitled to receive all data 
and other information, and to have access to the 
executive officers and other key employees of the 
Company, as Water Street or Goldman Sachs may 
reasonably request to monitor and evaluate their 
investment in the Company.  Water Street intends to 
request such data, information and access, and to 
discuss with the Company, from time to time, matters 
relating to the Company's financial condition, 
business, operations and prospects, including the 
extent and terms of any debt or equity financing or 
any refinancing or other transaction in respect of 
the Company's outstanding debt or equity securities.  
Moreover, pursuant to the Water Street Agreement, two 
partners of Goldman Sachs have been elected as 
directors of the Company.  In that capacity, they 
will be consulted, and will vote, on matters that are 
presented to the board of directors, including sales 
of assets, extraordinary corporate transactions, and 
changes to the Company's capitalization, dividend 
policy, business or corporate structure.  
Furthermore, one of those partners of Goldman Sachs 
will also be a member of the Company's Finance 
Committee, which has the powers described below.  
Depending upon the Company's financial condition, 
business, operations



<PAGE>
and prospects, the market price of the Common Stock, 
conditions in the securities markets generally, 
general economic and industry conditions and other 
factors, the Reporting Persons may sell Common Stock 
and/or Warrants, as the case may be, from time to 
time in public or private transactions (subject to 
the provisions of the Water Street Agreement).  The 
Water Street Agreement, which is described in Item 6, 
is filed as Exhibit C to the Schedule 13D.

	Under the Water Street Agreement, from and 
after the Effective Date and until June 22, 1997, 
Water Street is entitled to nominate (i) two 
directors to the board of directors of the Company 
("the Board"), which consists of 15 members and 
(ii) one member to the Finance Committee of the 
Board, which consists of four members.  The Finance 
Committee has the power to review all significant 
financial matters, including strategies, policies or 
transactions, contemplated by the Company.  The 
Company's bylaws provide that "the Finance Committee 
shall provide review and oversight of and make 
recommendations to the board of directors on the 
[Company's] financing requirements and programs to 
obtain funds; relations with banks, bondholders and 
other creditors; forecasting procedures on revenues, 
expenses, earnings, and cash flow; operating and 
capital expenditure budgets; dividend policy; the 
adoption of any compensation plan for key employees 
which contemplates the issuance of stock of the 
[Company] or which is a significant cash compensation 
plan (other than an annual cash bonus plan consistent 
with past practice); and acquisitions, divestitures 
and significant transactions affecting the 
[Company's] capital structure or ownership."  Water 
Street's initial designees to the Board are Wade 
Fetzer III and Barry L. Zubrow, both of whom are 
partners of Goldman Sachs.  Mr. Zubrow is a member of 
the Finance Committee.

	Under the Water Street Agreement, the 
Company provides Water Street with a shelf 
registration to register debt securities, four demand 
registrations to register debt and/or equity 
securities and unlimited piggyback registrations, 
subject to certain limitations described in Item 6 
below.  Water Street sold $131,294,000 of debt 
securities of the Company, representing all of the 
debt securities of the Company owned by Water Street, 
under a shelf registration statement which was filed 
by the Company with the Securities and Exchange 
Commission and which became effective on June 21, 
1993.  On January 7, 1994, the Company filed a 
registration statement for an underwritten public 
offering of Common Stock (the "Offering").  Water 
Street has exercised its piggyback registration 
rights with respect to the Offering; and the Company 
has included 2,500,000 shares of Common Stock for 
sale



<PAGE>
by Water Street in the registration statement 
relating to the Offering (3,137,500 shares if the 
underwriters' overallotment option is exercised in 
full).

	Except as set forth in this Amendment No. 1, 
none of the Reporting Persons nor, to their 
knowledge, any of the persons listed on Schedule I or 
Schedule II has any present plans or intentions which 
would result in or relate to any of the transactions 
described in subparagraphs (a) through (j) of Item 4 
of Schedule 13D.  However, the Reporting Persons 
reserve the right to change their plans and 
intentions at any time, as they deem appropriate.


Item 5.	Interest in Securities of the Issuer.

	(a)	As of the date hereof, Water Street 
beneficially owns 15,893,231 shares of Common Stock 
and Warrants to purchase 116,070 shares of Common 
Stock.  In its registration statement relating to the 
Offering which was filed with the Securities and 
Exchange Commission on January 7, 1994, the Company 
disclosed that 37,158,085 shares of Common Stock were 
outstanding as of December 31, 1993.  Based on the 
foregoing, Water Street beneficially owns (without 
giving effect to the Warrants owned by Water Street) 
approximately 43% of the outstanding shares of Common 
Stock.  Assuming that Water Street exercises all of 
its Warrants, but that no other Warrants are 
exercised, Water Street would beneficially own 
approximately 43% of the outstanding shares of Common 
Stock.  Assuming that all of the outstanding Warrants 
are exercised (including the Warrants owned by Water 
Street), Water Street would beneficially own 
approximately 40% of the outstanding shares of Common 
Stock.

	As of the date hereof, Goldman Sachs 
beneficially owns 96,539 shares of Common Stock and, 
as the general partner of Water Street, may be deemed 
to be the beneficial owner of the 15,893,231 shares 
of Common Stock and Warrants to purchase 116,070 
shares of Common Stock held by Water Street.  In 
addition, GS Group may be deemed to be the beneficial 
owner of (i) the 15,893,231 shares of Common Stock 
and Warrants to purchase 116,070 shares of Common 
Stock held by Water Street and (ii) the 96,539 shares 
of Common Stock held by Goldman Sachs.  Based on the 
foregoing (including the shares of Common Stock owned 
by Water Street), Goldman Sachs and GS Group 
beneficially own (without giving effect to the 
Warrants owned by Water Street) an aggregate of 
15,989,770 shares of Common Stock, or approximately 
43% of the outstanding shares of Common Stock.  
Assuming that Water Street exercises all of its 
Warrants, but that no other Warrants are exercised, 
Goldman Sachs and GS Group would beneficially own 
approximately 43% of



<PAGE>
the outstanding shares of Common Stock.  Assuming 
that all of the outstanding Warrants are exercised 
(including the Warrants owned by Water Street), 
Goldman Sachs and GS Group would beneficially own 
approximately 41% of the outstanding shares of Common 
Stock.

	As described in Item 4 above, on January 7, 
1994 the Company filed a registration statement for 
an underwritten public offering of Common Stock of 
6,000,000 shares of Common Stock by the Company 
(6,637,500 shares if the underwriters' overallotment 
option is exercised in full) and 2,500,000 shares of 
Common Stock by Water Street (3,137,500 shares if the 
underwriters' overallotment option is exercised in 
full).  Assuming consummation of the Offering (and 
assuming that the underwriters' overallotment options 
are not exercised), (i) Water Street would 
beneficially own 13,393,231 shares of Common Stock 
(12,755,731 shares if the underwriters' overallotment 
option is exercised in full) and Warrants to purchase 
116,070 shares of Common Stock and (ii) Goldman Sachs 
and GS Group would beneficially own 13,489,770 shares 
of Common Stock (12,852,270 shares if the 
underwriters' overallotment option is exercised in 
full) and Warrants to purchase 116,070 shares of 
Common Stock.  Based on the foregoing, Water Street 
would beneficially own (without giving effect to the 
Warrants owned by Water Street) 31% (29% if the 
underwriters' overallotment option is exercised in 
full) and Goldman Sachs and GS Group would 
beneficially own (without giving effect to the 
Warrants owned by Water Street) 31% (29% if the 
underwriters' overallotment option is exercised in 
full), in each case, of the outstanding shares of 
Common Stock after the Offering.  Assuming that Water 
Street exercises all of its Warrants, but that no 
other Warrants are exercised, Water Street would 
beneficially own 31% (29% if the underwriters' 
overallotment option is exercised in full) and 
Goldman Sachs and GS Group would beneficially own 31% 
(30% if the underwriters' overallotment option is 
exercised in full), in each case, of the outstanding 
shares of Common Stock after the Offering.

	To the knowledge of the Reporting Persons, 
none of the persons listed on Schedule I and 
Schedule II own any shares of Common Stock.

	(b)	Water Street, Goldman Sachs and GS 
Group have the sole power to vote or to direct the 
vote and to dispose or to direct the disposition of 
the shares of Common Stock beneficially owned by 
them.  As described in Item 6 below, the voting and 
disposition of the shares of Common Stock owned by 
Water Street or Goldman Sachs are subject to the 
provisions of the Water Street Agreement.




<PAGE>
	(c)	None of the Reporting Persons nor, to 
their knowledge, any of the persons listed on 
Schedule I or Schedule II, has been party to any 
transaction in the Common Stock during the sixty-day 
period ending on the date of this Amendment No. 1.

	(d)	No other person is known by the 
Reporting Persons to have the right to receive or the 
power to direct the receipt of dividends from, or the 
proceeds from the sale of, any shares of Common Stock 
beneficially owned by the Reporting Persons.

	(e)	Not Applicable.

Item 6.	Contracts, Arrangements, Understandings or 
Relationships with Respect to Securities 
of the Issuer.

	As described in Item 4 above, the Reporting 
Persons have entered into the Water Street Agreement 
with the Company, a copy of which is filed as Exhibit 
C to the Schedule 13D.

Water Street Agreement

	Purchases, Sales, Voting and Other Restricti
ons and Rights.  The Water Street Agreement:

	(i)  prohibits the Reporting Persons from 
purchasing, or offering or agreeing to purchase, any 
shares of Common Stock or other voting securities of 
the Company, except for acquisitions by Goldman Sachs 
or GS Group of up to an aggregate of 10% of the then 
outstanding shares of Common Stock in the ordinary 
course of its business and except for purchases (a) 
pursuant to the Prepackaged Plan, (b) upon the 
exercise of any Warrants or other rights to purchase 
Common Stock received under the Prepackaged Plan, (c) 
by way of stock dividend, reorganization, merger or 
other like distribution made available to holders of 
Common Stock generally or under any shareholder 
rights agreement and (d) upon the distribution of 
Common Stock or Warrants by Water Street to its 
partners in accordance with Water Street's 
partnership agreement (the purchases referred to in 
clauses (a), (b), (c) and (d) are collectively known 
as the "Permitted Acquisitions");

	(ii)  requires (a) Water Street to vote all 
shares of Common Stock and other voting securities of 
the Company beneficially owned by it and (b) the 
other Reporting Persons to vote all shares of Common 
Stock beneficially owned by them in excess of 10% of 
the then outstanding shares of Common Stock, in each 
case, in the same proportion as the votes cast by all 
other holders of Common Stock and other voting 
securities of the Company, subject to certain 
exceptions described below;



<PAGE>
	(iii)  restricts the ability of the 
Reporting Persons to transfer shares of Common Stock 
to any person, except for (a) sales consistent with 
Rule 144 of the Securities Act of 1933, 
(b) underwritten public offerings, (c) sales to 
persons who represent that after giving effect to the 
sale they will not be 5% holders, (d) pledgees who 
agree to be bound by certain provisions of the Water 
Street Agreement, (e) in the case of Water Street, 
distributions to Water Street's partners in 
accordance with the governing partnership agreement, 
(f) pursuant to a tender or exchange offer for shares 
of Common Stock if the Company does not use, or is 
prevented from using, a rights plan to defend against 
the offer, and (g) pursuant to transactions approved 
by the Board;

	(iv)  provides Water Street with certain 
rights to nominate directors to the Board and the 
Finance Committee (as described in Item 4);

	(v)  requires the Company to maintain 
directors' and officers' liability insurance and 
indemnification rights in favor of directors;

	(vi)  requires that the Company's Rights 
Agreement provide exemptions for ownership of Common 
Stock by the Reporting Persons;

	(vii)  provides Water Street with a shelf 
registration to register debt securities, four demand 
registrations to register debt and/or equity 
securities and unlimited piggyback registrations, 
subject to certain limitations described below; and

	(viii)  provides for indemnification by the 
Company of Water Street, its underwriters and related 
parties for securities law claims related to any 
registration contemplated in clause (vii) above.

	Lapse and Termination of Restrictions.  As 
described in Item 4, Water Street is entitled to 
nominate (and has nominated) two directors to the 
Board.  If the Water Street directors are removed 
from office without the consent of Water Street, the 
restrictions on the Reporting Persons relating to 
(i) purchases of voting securities of the Company 
other than Permitted Acquisitions, (ii) voting of 
securities of the Company and (iii) the transfer of 
shares of Common Stock, as described above, 
terminate.  These restrictions also terminate upon 
the earliest to occur of:  (i) the consummation of a 
merger, consolidation or other business combination 
to which the Company is a constituent corporation, if 
the stockholders of the Company immediately before 
such merger, consolidation or



<PAGE>
combination do not own more than 50% of the combined 
voting power of the then outstanding voting 
securities of the surviving corporation, (ii) the 
Board consisting of a majority of directors not 
approved by a majority vote of the continuing 
directors, who are the directors serving on February 
25, 1993 and any directors approved after that time 
by a majority of the then continuing directors, and 
(iii) the tenth anniversary of the Water Street 
Agreement.  In addition, the restrictions on 
purchases of voting securities and transfers of 
Common Stock also terminate when the Reporting 
Persons own less than 5% of the then outstanding 
shares of Common Stock.

	Furthermore, the Reporting Persons will not 
be subject to the voting restrictions contained in 
the Water Street Agreement if (i) the Company 
defaults on the payment of principal or interest 
required to be paid pursuant to any indebtedness if 
the aggregate amount of such indebtedness is 
$25,000,000 or more; (ii) the payment of principal of 
any of the Company's indebtedness is declared due and 
payable prior to the date on which it would otherwise 
become due and payable if the aggregate amount of 
such indebtedness is $25,000,000 or more; (iii) any 
person other than Water Street becomes the beneficial 
owner of more than 10% of the then outstanding shares 
of Common Stock; or (iv) the Company fails to comply 
with (x) a minimum total interest coverage ratio of 
0.63 for a specified coverage period in 1993 and for 
the first quarter of 1994, 0.84 for the second 
quarter of 1994, 0.97 for the third quarter of 1994 
and 1.14 for the fourth quarter of 1994, or (y) 
beginning in 1995, the following financial covenants 
in the manner set forth in the Company's credit 
agreement:  a minimum senior interest coverage ratio, 
a minimum total interest coverage ratio, a minimum 
fixed charge coverage ratio, a minimum adjusted 
cumulative net worth, and a maximum leverage ratio, 
provided that (a) these financial covenants will be 
calculated based only on domestic revenues unless the 
Company's non-domestic consolidated revenues exceed 
35% of its total consolidated revenues, and (b) the 
Company will not be deemed out of compliance in the 
event of a breach, after 1994 and prior to 1998, of 
the senior interest coverage ratio or the total 
interest coverage ratio unless there also exists at 
that time a breach of the fixed charge coverage ratio 
or in the event of a breach, after 1994 and prior to 
1998, of the fixed charge coverage ratio unless there 
also exists at that time a breach of either the 
senior interest coverage ratio or the total interest 
coverage ratio.  If the Company complies with the 
financial covenants within the two fiscal quarters 
following the first failure to comply, the voting 
restrictions will apply again.  However, if the 
Company thereafter fails to comply with any of the 
financial covenants, the voting restrictions will 
terminate.



<PAGE>
	Registration Rights.  As described in Item 4 
above, Water Street has certain rights to cause the 
Company to register the Company's debt and equity 
securities that are held by Water Street.  Under the 
Water Street Agreement, the following "holdback" 
arrangements apply:  (i) the Company will not effect 
any registration of any of its securities during the 
90-day period following the effective date of any of 
Water Street's demand or piggyback registrations, or 
during the 180-day period following the effective 
date of the first underwritten public offering of 
Common Stock after the Effective Date, if that 
offering is effected by Water Street under conditions 
described in the Water Street Agreement, and 
(ii) Water Street (and any other Reporting Person 
that receives a distribution of Common Stock from 
Water Street and owns 5% or more of the then 
outstanding shares of Common Stock) will not request 
a demand registration during any period in which the 
Company is actively engaged in a registered 
distribution of its securities and until 90 days 
after the effective date of the registration 
statement relating to the distribution (unless the 
distribution is made in connection with the first 
underwritten public offering of Common Stock after 
the Effective Date, in which event the holdback 
period may be longer, up to 180 days).  Accordingly, 
with respect to the Offering, the holdback period 
will be 180 days after the effective date of the 
registration statement.  In addition, notwithstanding 
Water Street's unlimited piggyback registration 
rights, if the Company, before November 6, 1994, 
effects, other than pursuant to a demand by Water 
Street, the first underwritten public offering of 
Common Stock after the Effective Date pursuant to 
which it registers to sell no more than that number 
of shares of Common Stock as would yield an aggregate 
price to the public of $100,000,000, then Water 
Street does not have the right to participate in that 
offering.  If the Company, in its sole discretion, 
determines that more than $100,000,000 of Common 
Stock is to be sold in that offering, then Water 
Street will have the right to sell in that offering 
50% of the number of additional shares of Common 
Stock determined by the Company to be sold (or such 
lesser number as Water Street chooses).  As described 
in Item 4 above, Water Street has exercised its 
piggyback registration rights with respect to the 
Offering; and the Company has included 2,500,000 
shares of Common Stock for sale by Water Street in 
the registration statement for the Offering 
(3,137,500 shares if the underwriters' overallotment 
option is exercised in full).  Except as described 
above, the Company and Water Street have mutual 
piggyback rights on registrations initiated by the 
other, generally on an equal basis.

	Pursuant to the Water Street Agreement, of 
Water Street's four demand registrations, (a) the 
Company will pay



<PAGE>
the registration expenses (other than commissions and 
discounts of underwriters) (the "Registration 
Expenses") for two registrations ("Free 
Registrations"), (b) the Company and Water Street 
will each pay one-half of the Registration Expenses 
for two registrations ("50/50 Registrations"), and 
(c) the Company will pay up to $50,000 of the 
Registration Expenses relating to the shelf 
registration and, to the extent those expenses exceed 
$50,000, Water Street may elect to (i) have the 
Company pay all of the excess expenses (in which case 
the shelf registration will constitute one of Water 
Street's Free Registrations), (ii) share the cost of 
the excess expenses with the Company on an equal 
basis (in which case the shelf registration will 
constitute one of Water Street's 50/50 Registrations) 
or (iii) pay the excess expenses.  In connection with 
the shelf registration covering the debt securities 
of the Company owned by Water Street, Water Street 
elected to pay the excess expenses.

	Put/Call Option.  At any time prior to the 
first anniversary of the Effective Date, (i) Water 
Street will have the right, subject to any applicable 
legal or contractual restriction (including those 
contained in the Company's amended credit agreement), 
to require the Company to purchase from Water Street 
12,300,000 shares of Common Stock then owned by Water 
Street at a price equal to (a) $40,000,000 divided by 
(b) the number of outstanding shares of Common Stock 
immediately after giving effect to all distributions 
of Common Stock pursuant to the Prepackaged Plan (or 
$1.08 per share based on the Company's estimate, in 
its Registration Statement on Form S-1, filed with 
the Securities and Exchange Commission on April 16, 
1993, that 37.2 million shares of Common Stock would 
be outstanding immediately after consummation of the 
Prepackaged Plan (the "Estimated Number of Shares")); 
and (ii) the Company will have the right, subject to 
any applicable legal or contractual restriction, to 
purchase from Water Street 12,300,000 shares of 
Common Stock then owned by Water Street at a price 
equal to (a) $4,000,000,000 divided by (b) the number 
of outstanding shares of Common Stock immediately 
after giving effect to all distributions of Common 
Stock pursuant to the Prepackaged Plan (or $107.53 
per share based on the Estimated Number of Shares).  
Water Street and the Company have entered into two 
letter agreements, each dated as of May 5, 1993, 
which are filed as Exhibits D and E to the Schedule 
13D, in which the parties agreed that (i) 12,300,000 
shares are subject to the put and call options and 
(ii) neither the put nor the call option restrict the 
Reporting Persons from selling, transferring or 
otherwise disposing of any shares of Common Stock.




<PAGE>
	Rights Agreement.  In accordance with the 
Water Street Agreement, the Company's Rights 
Agreement must provide that, until December 31, 1997, 
Water Street's beneficial ownership of any shares of 
Common Stock (or warrants to purchase Common Stock or 
securities exchangeable for or convertible into 
Common Stock or warrants to purchase any such 
exchangeable or convertible securities) 
(collectively, "Specified Securities") acquired 
pursuant to any Permitted Acquisition will not cause 
any of the following to occur:  (a) Water Street or 
any of its Affiliates or Associates to become an 
Acquiring Person or an Adverse Person (as such terms 
are defined in the Rights Agreement), (b) the rights 
issuable under the Rights Agreement (the "Rights") to 
be distributed, (c) the transfer of Common Stock of 
the Company (or its successor by operation of law or 
under the terms of the Rights Agreement) no longer 
constituting the transfer of associated Rights or 
requiring the distribution of Rights certificates, 
(d) the Rights becoming exercisable, non-redeemable 
or non-amendable, (e) a condition as the result of 
which Rights may be exchanged for Common Stock under 
the Rights Agreement, or (f) the Rights' purchase 
price or the amount of securities acquirable upon 
payment thereof to be adjusted (collectively, the 
"Specified Events").

	The Rights Agreement will also provide that, 
until February 25, 2003:

	(i)  from and after any distribution of 
shares of Common Stock by Water Street to its 
partners and until the Reporting Persons 
"beneficially own" (as defined in the Rights 
Agreement to include the Specified Securities owned 
by associates and affiliates of the Reporting 
Persons) a percentage of the outstanding shares of 
Common Stock which is less than 10% of the 
outstanding Common Stock (the "Flip-In Threshold"), 
the beneficial ownership by the Reporting Persons 
(other than Water Street) of any Specified Securities 
acquired pursuant to any Permitted Acquisition or 
Permitted Acquisitions will not cause any of the 
Specified Events to occur, so long as the Reporting 
Persons vote the shares of Common Stock owned by them 
in accordance with the terms of the Water Street 
Agreement;

	(ii)  until the Reporting Persons 
beneficially own a percentage of the outstanding 
shares of Common Stock which is less than the Flip-In 
Threshold, the acquisition (other than pursuant to 
any Permitted Acquisition) by the Reporting Persons 
(which acquisition, in the case of persons other than 
natural persons, is made in the ordinary course of 
business), including but not limited to acquisitions 
on behalf of proprietary accounts and accounts with 
respect to which any of the Reporting Persons has 
investment discretion, of up to an aggregate of an 
additional 10% of the outstanding shares of



<PAGE>
Common Stock at the time of acquisition will not 
cause any of the Specified Events to occur;

	(iii)  the acquisition (other than pursuant 
to any Permitted Acquisition or Permitted 
Acquisitions) by the Reporting Persons (which 
acquisition, in the case of persons other than 
natural persons, is made in the ordinary course of 
business) of an aggregate of more than an additional 
10% of the outstanding shares of Common Stock at the 
time of acquisition will not cause any of the 
Specified Events to occur, provided that, within ten 
business days after the Company notifies Water Street 
of that ownership, the Reporting Persons sell or 
otherwise transfer or dispose of Common Stock, so 
that, after giving effect to those transactions, the 
number of shares of Common Stock beneficially owned 
by the Reporting Persons that were acquired other 
than pursuant to any Permitted Acquisition or 
Permitted Acquisitions is not greater than an 
aggregate of 10% of the then outstanding shares of 
Common Stock; and

	(iv)  any percentage increase in any 
Reporting Person's beneficial ownership of 
outstanding shares of Common Stock that results from 
the acquisition of shares of Common Stock by the 
Company or its Subsidiaries will not cause any 
Specified Event to occur.

	The foregoing description is qualified in 
its entirety by reference to the Water Street 
Agreement, a copy of which is filed as Exhibit C to 
the Schedule 13D.

Warrant Agreement

	Pursuant to the Prepackaged Plan, Water 
Street was issued Warrants to purchase 116,070 shares 
of Common Stock as part of the consideration issued 
in exchange for its holdings of 16% Debentures.  Each 
Warrant entitles Water Street to purchase one share 
of Common Stock at a purchase price of $16.14, 
subject to adjustment in certain events.  The 
Warrants are exercisable, subject to applicable 
securities laws, at any time prior to the fifth 
anniversary of the Effective Date.  Water Street is 
not entitled to any rights as a stockholder of the 
Company with respect to the Common Stock issuable 
upon exercise of a Warrant, including the right to 
vote or to receive dividends or other distributions, 
until Water Street has properly exercised the 
Warrant.

Additional Information

	Goldman Sachs has previously provided 
investment banking services to the Company, in 
connection with which the Company paid fees to 
Goldman Sachs and agreed to indemnify



<PAGE>
Goldman Sachs against certain civil liabilities, 
including liabilities under the federal securities 
laws.

	Except as described herein, none of the 
Reporting Persons, nor, to their knowledge, any of 
the persons listed on Schedule I or Schedule II is a 
party to any contract, arrangement, understanding or 
relationship with respect to any securities of the 
Company.

Item 7.	Materials Filed as Exhibits.

	(A)	Joint Filing Agreement, dated May 17, 
1993, among the Reporting Persons.

	(B)	Prepackaged Plan of Bankruptcy filed 
with the United States Bankruptcy Court 
for the District of Delaware.

	(C)	Letter Agreement, dated February 25, 
1993, between the Company and the 
Reporting Persons.

	(D)	Letter Agreement, dated as of May 5, 
1993, between the Company and Water 
Street.

	(E)	Letter Agreement, dated as of May 5, 
1993, between the Company and Water 
Street.




<PAGE>
SIGNATURE


	Each of the undersigned certifies, after 
reasonable inquiry and to the best of its knowledge 
and belief, that the information set forth in this 
statement is true, complete and correct.


				WATER STREET CORPORATE 
RECOVERY FUND I, L.P.

				By:  GOLDMAN, SACHS & CO.
				     General Partner


				     
By: /s/ Richard A. Friedman
					     Name: Richard A. 
Friedman
					     Title:  General 
Partner



				GOLDMAN, SACHS & CO.

				                    
				                    
				     By: /s/ Richard A. Friedman
					     Name: Richard A. 
Friedman
					     Title:  General 
Partner


				THE GOLDMAN SACHS GROUP, L.P.

				                    
				                    
				     By: /s/ Richard A. Friedman
					     Name:  Richard A. 
Friedman
					     Title:  General 
Partner


Dated:  January 10, 1994


<PAGE>

SCHEDULE I
The following table sets forth the name of each of the general 
partners of Goldman, Sachs & Co. (other than The Goldman Sachs 
Group, L.P.).  Unless otherwise indicated, the business address of 
each person listed below is 85 Broad Street, New York, NY 10004, 
and, unless otherwise indicated, each natural person listed below 
is a citizen of the United States of America.  Nobuyoshi John 
Ehara Inc., Jun Makihara Inc. and Masanori Mochida Inc., the only 
corporate general partners of Goldman, Sachs & Co. and The Goldman 
Sachs Group, L.P., are each incorporated in the State of Delaware.  
The principal occupation of each natural person listed below and 
the principal business of each of Nobuyoshi John Ehara Inc., Jun 
Makihara Inc. and Masanori Mochida Inc., is as a general partner 
of Goldman, Sachs & Co.  

Name and Citizenship	Business Address
The persons listed below who have an asterisk marked next to their 
name are members of the Management Committee of The Goldman Sachs 
Group, L.P.

Stephen Friedman*	
Eric P. Sheinberg	
Roy J. Zuckerberg*	
David C. Clapp	
David M. Silfen*	
Jon Z. Corzine*	
Eugene V. Fife*	133 Fleet Street
	London EC4A 2BB, England
Richard M. Hayden	133 Fleet Street
	London EC4A 2BB, England
Robert J. Hurst*	
William J. Kealy	

<PAGE>
Howard A. Silverstein	
Howard C. Katz	
Michael R. Armellino	
Peter K. Barker	333 South Grand Avenue
	Los Angeles, CA 90071
Eric S. Dobkin	
David A. George*	
Willard J. Overlock, Jr.*	
Henry M. Paulson, Jr.*	4900 Sears Tower
	Chicago, IL 60606
Mark O. Winkelman*
Netherlands	
Richard S. Atlas	333 South Grand Avenue
	Los Angeles, CA 90071
Jonathan L. Cohen	
John R. Farmer	133 Fleet Street
	London EC4A 2BB, England
Fredric B. Garonzik	133 Fleet Street
	London EC4A 2BB, England
Kevin W. Kennedy	
William C. Landreth	4900 Sears Tower
	Chicago, IL 60606

<PAGE>
Daniel M. Neidich	
Gary D. Rose	
Edward Spiegel	
Fischer Black	
Robert A. Cenci	
Robert F. Cummings, Jr.	
Charles A. Davis	
Angelo DeCaro	
David F. DeLucia	
Steven G. Einhorn	
Joseph H. Ellis	
Wade Fetzer III	4900 Sears Tower
	Chicago, IL 60606
David B. Ford	
Robert M. Giordano	
John A. Golden	
Richard W. Herbst	
Henry James	15 Queen's Road Central
	Hong Kong

<PAGE>
David M. Leuschen	
Jeanette W. Loeb	
Michael R. Lynch	
Michael D. McCarthy	
Donald C. Opatrny, Jr.	
R. Ralph Parks, Jr.	
Edward A. Poppiti, Jr.	
Gary L. Seevers	
Alan A. Shuch	
Thomas E. Tuft	
Artur Walther
Federal Republic of Germany	Messe Turm, D-6000
	Frankfurt am Main 1
	Germany
Garland E. Wood	
Robert J. Katz*	
Michael P. Mortara	
Henry C. Barkhorn III	
Lloyd C. Blankfein	
Frank P. Brosens	

<PAGE>
John P. Curtin, Jr.	
Gavyn Davies
United Kingdom	133 Fleet Street
	London EC4A 2BB, England
Dexter D. Earle	
Nobuyoshi John Ehara
Japan	12-32, Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
Nobuyoshi John Ehara Inc.	12-32 Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
J. Christopher Flowers	
Gary Gensler	12-32 Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
John F. Gilmore, Jr.	4900 Sears Tower
	Chicago, IL 60606
Charles T. Harris III	
Thomas J. Healey	
Stephen Hendel	
Robert E. Higgins	
Ernest S. Liu	
Robert I. Lund	4900 Sears Tower
	Chicago, IL 60606

<PAGE>
Eff W. Martin	555 California Street
	San Francisco, CA 94104
Charles B. Mayer, Jr.	
Michael J. O'Brien
United Kingdom	133 Fleet Street
	London EC4A 2BB, England
Mark Schwartz	
Stephen M. Semlitz	
Robert K. Steel	133 Fleet Street
	London EC4A 2BB, England
Daniel J. Sullivan, Jr.	53 State Street, 13th Floor
	Boston, MA 02109
John A. Thain	
John L. Thornton	133 Fleet Street
	London EC4A 2BB, England
Moses K. Tsang	15 Queen's Road Central
	Hong Kong
Bracebridge H. Young, Jr.	133 Fleet Street
	London EC4A 2BB, England
Joseph R. Zimmel	
Barry L. Zubrow	
Gary L. Zwerling	
Jonathan R. Aisbitt
United Kingdom	133 Fleet Street
	London EC4A 2BB, England

<PAGE>
Andrew M. Alper	
William J. Buckley	
Frank L. Coulson, Jr.	
Connie Kadrovach Duckworth	4900 Sears Tower
	Chicago, IL 60606
Richard A. Friedman	
Alan R. Gillespie
United Kingdom	133 Fleet Street
	London EC4A 2BB, England
Joseph H. Gleberman	12-32, Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
Jacob D. Goldfield	
Steven M. Heller	
Ann F. Kaplan	
Robert S. Kaplan	12-32 Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
Peter D. Kiernan III	
John P. McNulty	
T. Willem Mesdag	133 Fleet Street
	London EC4A 2BB, England
Gaetano J. Muzio	

<PAGE>
Robin Illgen Neustein	
Timothy J. O'Neill	
Scott M. Pinkus	
John J. Powers	
Stephen D. Quinn	
Arthur J. Reimers	133 Fleet Street
	London EC4A 2BB, England
James P. Riley, Jr.	
Richard A. Sapp	133 Fleet Street
	London EC4A 2BB, England
Bernard M. Sussman	
Donald F. Textor	
Thomas B. Walker III	
Patrick J. Ward	12-32, Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
Jeffrey M. Weingarten	133 Fleet Street
	London EC4A 2BB, England
Jon Winkelried	
Richard D. Witten	
Gregory K. Palm	133 Fleet Street
	London EC4A 2BB, England

<PAGE>
Carlos A. Cordeiro	133 Fleet Street
	London EC4A 2BB, England
John O. Downing	133 Fleet Street
	London EC4A 2BB, England
W. Mark Evans
Canada	3 Garden Road Central
	Hong Kong
Michael D. Fascitelli	
Sylvain M. Hefes
France	6 Rue Newton
	75116 Paris, France
Reuben Jeffery III	133 Fleet Street
	London EC4A 2BB, England
Lawrence H. Linden	
Jun Makihara
Japan	12-32, Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
Jun Makihara Inc.	12-32, Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
Masanori Mochida
Japan	12-32, Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
Masanori Mochida Inc.	
Robert B. Morris III	555 California Street
	San Francisco, CA 94104
Philip D. Murphy	Messe Turm, D-6000
	Frankfurt am Main 1,
	Germany

<PAGE>
Suzanne M. Nora Johnson	333 South Grand Avenue
	Los Angeles, CA 90071
Terence M. O'Toole	
Carl G.E. Palmstierna
Sweden	133 Fleet Street
	London EC4A 2BB, England
Michael G. Rantz	
J. David Rogers	
Joseph Sassoon
Israel	133 Fleet Street
	London EC4A 2BB, England
Peter Savitz	12-32, Akasaka 1-chome
	Minato-ku, Tokyo 107
	Japan
Charles B. Seelig Jr.	
Ralph F. Severson	555 California Street
	San Francisco, CA 94104
Gene T. Sykes	333 South Grand Avenue
	Los Angeles, CA 90071
Gary A. Syman	
Leslie C. Tortora	
John L. Townsend	
Lee G. Vance	133 Fleet Street
	London EC4A 2BB, England
David A. Viniar	

<PAGE>
John S. Weinberg	
Peter A. Weinberg	
Laurence M. Weiss	
George W. Wellde Jr.	
Jaime E. Jordan	
Sharmin Mossauar-Rahmani
United Kingdom	

<PAGE>
SCHEDULE II
The name, business address, present principal occupation or 
employment and citizenship of each controlling person, if any, 
director and executive officer of each general partner of Goldman 
Sachs or GS Group that is a corporation are set forth below.
I.	Nobuyoshi John Ehara Inc.
Nobuyoshi John Ehara Inc. is controlled by Nobuyoshi John Ehara, 
its President and one of its directors.  The business address of 
each person listed below other than Nobuyoshi John Ehara is 85 
Broad Street, New York, New York 10004, and each such person is a 
citizen of the United States of America.  The business address of 
Nobuyoshi John Ehara, a citizen of Japan, is the Ark Mori 
Building, 1-12-32, Akasaka, Minato-ku, Tokyo 107, Japan.
Name and Business Address	Position	Present Principal 
		Occupation
Robert J. Katz	Chairman of the 	General Partner of 
	Board	Goldman, Sachs & Co.

Stuart J. Schlesinger	Vice Chairman of 	General Partner of 
	the Board	Goldman, Sachs & Co.

Nobuyoshi John Ehara	President and 	General Partner of 
	Director	Goldman, Sachs & Co.

James B. McHugh	Secretary	Vice President of 
		Goldman, Sachs & Co.
II.	Masanori Mochida Inc.
Masanori Mochida Inc. is controlled by Masanori Mochida, its 
President and one of its directors.  The business address of each 
person listed below other than Masanori Mochida is 85 Broad 
Street, New York, New York 10004, and each such person is a 
citizen of the United States.  The business address of Masanori 
Mochida, a citizen of Japan, is 12-32, Akasaka 1-chome, Minato-ku, 
Tokyo 107, Japan.

Name and Business Address	Position	Present Principal 
		Occupation
Robert J. Katz	Chairman of 	General Partner of 
	the Board	Goldman, Sachs & Co.


<PAGE>
Stuart J. Schlesinger	Vice Chairman of 	General Partner of 
	the Board and 	Goldman, Sachs & Co.
	Treasurer

Masinori Mochida	President and 	General Partner of 
	Director	Goldman, Sachs & Co.

James B. McHugh	Secretary	Vice President of 
		Goldman, Sachs & Co.
III.	Jun Makihara Inc.
Jun Makihara Inc. is controlled by Jun Makihara, its President and 
one of its directors.  The business address of each person listed 
below other than Jun Makihara is 85 Broad Street, New York, New 
York 10004, and each such person is a citizen of the United States 
of America.  The business address of Jun Makihara, a citizen of 
Japan, is 333 South Grand Avenue, Los Angeles, California 90071.

Name and Business Address	Position	Present Principal 
		Occupation
Robert J. Katz	Chairman of 	General Partner of 
	the Board	Goldman, Sachs & Co.

Stuart J. Schlesinger	Vice Chairman of 	General Partner of 
	the Board and 	Goldman, Sachs & Co.
	Treasurer

Jun Makihara	President and 	General Partner of 
	Director	Goldman, Sachs & Co.

James B. McHugh	Secretary	Vice President of 
		Goldman, Sachs & Co.

<PAGE>
SCHEDULE III
In settlement of SEC Administrative Proceeding File No. 3-7647 In 
the Matter of the Distribution of Securities Issued by Certain 
Government Sponsored Enterprises, GS&Co. without admitting or 
denying the findings consented to the entry of an Order dated 
January 16, 1992 along with numerous other securities firms.  The 
SEC found that GS&Co. in connection with its participation in the 
primary distributions of certain unsecured debt securities issued 
by Government Sponsored Enterprises ("GSEs") made and kept certain 
records that did not accurately reflect GS&Co.'s customers' orders 
for the GSEs' securities and/or offers, purchases or sales by 
GS&Co.'s of the GSEs' securities effected by GS&Co. in violation 
of Section 17(a) of the Securities Exchange Act of 1934 (the 
"Exchange Act") and 17 C.F.R. Section Sign 240.17a-3 and 240.17a-4.
GS&Co. was ordered to cease and desist from committing or causing 
future violations of the aforementioned sections of the Exchange 
Act in connection with any primary distributions of unsecured debt 
securities issued by the GSEs, pay a civil money penalty to the 
United States Treasury in the amount of $100,000 and maintain 
policies and procedures reasonably designed to ensure GS&Co.'s 
future compliance with the aforementioned sections of the Exchange 
Act in connection with any primary distributions of unsecured debt 
securities issued by the GSEs.

*   SEE INSTRUCTIONS BEFORE FILLING OUT!
*   SEE INSTRUCTIONS BEFORE FILLING OUT!
*   SEE INSTRUCTIONS BEFORE FILLING OUT!



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