<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex4_271601.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>
                                  Exhibit 4.2

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE  "DEPOSITARY")  (55 WATER STREET,  NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO.,  ANY  TRANSFER,  PLEDGE OR OTHER USE  HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER  HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED  IN WHOLE OR IN PART FOR NOTES IN  CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED  EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

REGISTERED                 CUSIP No.:                         PRINCIPAL AMOUNT:
No. FXR - 0001             40621P AF6                         $275,000,000.00

<TABLE>
<CAPTION>
                               HALLIBURTON COMPANY
                           MEDIUM-TERM NOTE, SERIES B
                                  (Fixed Rate)

--------------------------------------------------------------------------------------------
<S>                             <C>                            <C>
ORIGINAL ISSUE DATE:            INTEREST RATE:  6.0 %          STATED MATURITY DATE:
July 16, 2001                                                  August 1, 2006
--------------------------------------------------------------------------------------------
INTEREST PAYMENT                DEFAULT RATE:   6.0%
DATES(S)
[ ]March 31 and September 30
[x]Other: February 1 and
August 1
--------------------------------------------------------------------------------------------
INITIAL REDEMPTION              INITIAL REDEMPTION             ANNUAL REDEMPTION PERCENTAGE
DATE: See Addendum A hereto     PERCENTAGE: See Addendum A     REDUCTION: Not Applicable.
                                hereto.
--------------------------------------------------------------------------------------------
OPTIONAL REPAYMENT              [ ] CHECK IF AN ORIGINAL
DATE(S): See Addendum A         ISSUE DISCOUNT NOTE
hereto.                                Issue Price:        %
--------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:             AUTHORIZED DENOMINATION:       EXCHANGE RATE
[x] U.S. dollars                [x] $1,000 and integral        AGENT: Not Applicable.
                                multiples thereof
                                [ ] Other
--------------------------------------------------------------------------------------------
ADDENDUM ATTACHED               OTHER/ADDITIONAL PROVISIONS:
[x] Yes                         Not Applicable
[ ] No
--------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

     Halliburton  Company,  a Delaware  corporation  (the "Company,"  which term
includes any successor corporation under the Indenture hereinafter  referenced),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the  principal  sum of Two Hundred  Seventy-Five  Million and no  one-hundredths
Dollars  ($275,000,000.00),  on the Stated Maturity Date specified above (or any
Redemption  Date or Repayment Date, each as defined on the reverse hereof) (each
such Stated Maturity Date,  Redemption Date or Repayment Date being  hereinafter
referred to as the "Maturity  Date" with respect to the  principal  repayable on
such date) and to pay interest thereon, at the Interest Rate per annum specified
above,  until the principal  hereof is paid or duly made  available for payment,
and  (to the  extent  that  the  payment  of  such  interest  shall  be  legally
enforceable)  at the  Default  Rate per  annum  specified  above on any  overdue
principal,  premium, if any, and interest, if any. The Company will pay interest
in arrears on each  Interest  Payment Date, if any,  specified  above (each,  an
"Interest  Payment Date"),  commencing with the first Interest Payment Date next
succeeding the Original Issue Date  specified  above,  and on the Maturity Date;
provided, however, that, if the Original Issue Date occurs between a Record Date
(as defined  below) and the next  succeeding  Interest  Payment  Date,  interest
payments will  commence on the second  Interest  Payment Date.  Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

     Interest on this Note will accrue  from,  and  including,  the  immediately
preceding  Interest Payment Date to which interest has been or duly provided for
(or from, and including, the Original Issue Date if no interest has been paid or
duly provided for) to, but excluding,  the applicable  Interest  Payment Date or
the Maturity Date, as the case may be (each, an "Interest Payment Period").  The
interest so payable,  and punctually  paid or duly provided for, on any Interest
Payment Date will,  subject to certain  exceptions  described herein, be paid to
the  person  in whose  name  this  Note (or one or more  predecessor  Notes)  is
registered  at the close of business on the  fifteenth  calendar day (whether or
not a Business  Day,  as defined  below)  immediately  preceding  such  Interest
Payment Date (the "Record Date");  provided,  however,  that interest payable on
the Maturity Date will be payable to the person to whom the principal hereof and
premium,  if any,  hereon shall be payable.  Any such interest not so punctually
paid or duly provided for  ("Defaulted  Interest")  will  forthwith  cease to be
payable  to the Holder on any  Record  Date,  and shall be paid to the person in
whose name this Note is registered at the close of business on a special  record
date (the "Special  Record Date") for the payment of such Defaulted  Interest to
be fixed by a New York affiliate of the Trustee (the "Issuing and Paying Agent")
hereinafter  referred to,  notice  whereof  shall be given to the Holder of this
Note by the  Issuing and Paying  Agent not less than 10  calendar  days prior to
such Special  Record Date or may be paid at any time in any other lawful  manner
not inconsistent with the requirements of any securities  exchange on which this
Note may be listed,  and upon such notice as may be  required by such  exchange,
all as more fully provided for in the Indenture.

     Payment of principal,  premium, if any, and interest, if any, in respect to
this Note due on the Maturity Date will be made in immediately  available  funds
upon  presentation  and  surrender  of  this  Note  (and,  with  respect  to any
applicable   repayment  of  this  Note,  a  duly  completed   election  form  as
contemplated on the reverse hereof) at the corporate trust office of the Issuing
and Paying Agent, currently The Chase Manhattan Bank, 450 West 33rd Street, 15th
Floor, New York, New York 10001, or, if no paying agent is then appointed to act
with respect to the Notes under the Indenture,  at the corporate trust office of
the Trustee maintained for that purpose in the Borough of Manhattan, The City of
New York.  Payment of interest due on any  Interest  Payment Date other than the
Maturity Date will be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register  maintained at the
aforementioned  office  of the  Paying  Agent  or,  if no  paying  agent is then
appointed to act with respect to  the Notes under the Indenture, of the Trustee;

<PAGE>

provided,  however,  that a  Holder  of U.S.  $10,000,000  or more in  aggregate
principal  amount of Notes  (whether  having  identical or  different  terms and
provisions)  will be entitled  to receive  interest  payments  on such  Interest
Payment Date by wire transfer of immediately available funds if appropriate wire
transfer  instructions  have been  received in writing by the Issuing and Paying
Agent not less than 15 calendar  days prior to such Interest  Payment Date.  Any
such wire transfer  instructions  received by the Issuing and Paying Agent shall
remain in effect until revoked by such Holder.

     If any Interest  Payment  Date or the Maturity  Date falls on a day that is
not a Business  Day, the required  payment of  principal,  premium,  if any, and
interest,  if any,  shall be made on the next  succeeding  Business Day with the
same  force  and  effect  as if made on the date such  payment  was due,  and no
interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date or the Maturity Date, as the case may be, to the date
of such payment on the next succeeding Business Day.

     As used  herein,  "Business  Day" means any day,  other than a Saturday  or
Sunday, that is neither a legal holiday nor a day on which banking  institutions
are authorized or required by law, regulation or executive order to close in The
City of New York.

     The Company is obligated to make  payments of principal,  premium,  if any,
and interest,  if any, in respect of this Note in United States  dollars or such
other currency as is at the time of such payment legal tender for the payment of
public and private debts in the United States of America.

     Reference is hereby made to the further  provisions  of this Note set forth
on the reverse  hereof and, if so specified  on the face hereof,  in an Addendum
hereto,  which further provisions shall have the same force and effect as if set
forth on the face hereof.

     Notwithstanding  the  foregoing,  if an  Addendum  is  attached  hereto  or
"Other/Additional  Provisions"  apply to this Note as specified above, this Note
shall  be   subject   to  the  terms  set  forth  in  such   Addendum   or  such
"Other/Additional Provisions."

     Unless the  Certificate of  Authentication  hereon has been executed by the
Issuing and Paying Agent by manual signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.

<PAGE>

     IN WITNESS  WHEREOF,  Halliburton  Company  has caused this Note to be duly
executed by one of its duly authorized officers.

                                       HALLIBURTON COMPANY



                                       -----------------------------------------
                                       Name:    Lester L. Coleman
                                       Title:   Executive Vice President and
                                                General Counsel


Dated: July 16, 2001


ISSUING AND PAYING AGENT'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of the series  designated  herein referred to
in the within-mentioned Indenture.



THE CHASE MANHATTAN BANK
as Issuing and Paying Agent



By:
   -----------------------------------------------------------------------------
         Authorized Signatory

<PAGE>

                                [REVERSE OF NOTE]


                               HALLIBURTON COMPANY
                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

     This Note is one of a duly authorized  series of Debt Securities (the "Debt
Securities")  of the  Company  issued  and to be  issued  under a Second  Senior
Indenture,  dated as of December 1, 1996, as amended,  supplemented and modified
by the First,  Second,  Third and  Fourth  Supplemental  Indentures  dated as of
December 5, 1996,  December 12,  1996,  August 1, 1997 and  September  29, 1998,
respectively, and as further amended, modified or supplemented from time to time
(the  "Indenture"),  between  the  Company  and  Texas  Commerce  Bank  National
Association   (now  The  Chase   Manhattan   Bank,  a  New  York  state  banking
corporation),  as trustee (the  "Trustee"),  which term  includes any  successor
trustee under the Indenture,  to which Indenture and all indentures supplemental
thereto  reference  is hereby made for a  statement  of the  respective  rights,
limitations  of rights,  duties and  immunities  thereunder of the Company,  the
Trustee and the Holders of the Debt Securities,  and of the terms upon which the
Debt Securities are, and are to be,  authenticated  and delivered.  This Note is
one of the series of Debt Securities  designated as "Medium-Term  Notes Due Nine
Months or More From Date of Issue,  Series B" (the "Notes").  All terms used but
not  defined  in this Note or in an  Addendum  hereto  shall  have the  meanings
assigned to such terms in the  Indenture or on the face hereof,  as the case may
be.

     This Note is issuable  only in registered  form without  coupons in minimum
denominations  of  U.S.$1,000  and  integral  multiples  thereof or the  minimum
Authorized Denomination specified on the face hereof.

     This Note will not be subject to any  sinking  fund and,  unless  otherwise
specified on the face hereof in accordance  with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

     This Note will be subject to redemption at the option of the Company on any
date on or after the Initial  Redemption  Date,  if any,  specified  on the face
hereof,  in whole or from  time to time in part,  in  increments  of  U.S.$1,000
(provided  that  any  remaining  principal  amount  hereof  shall  be  at  least
U.S.$1,000),  at the Redemption  Price (as defined below),  together with unpaid
interest  accrued hereon to the date fixed for  redemption  (each, a "Redemption
Date"),  on notice given no more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture.  The
"Redemption  Price"  shall  initially  be  the  Initial  Redemption   Percentage
specified on the face hereof  multiplied by the unpaid  principal amount of this
Note to be redeemed.  The Initial  Redemption  Percentage  shall decline at each
anniversary of the Initial  Redemption Date by the Annual Redemption  Percentage
Reduction,  if any,  specified on the face hereof until the Redemption  Price is
100% of unpaid  principal  amount to be redeemed.  In the event of redemption of
this Note in part  only,  a new Note of like  tenor for the  unredeemed  portion
hereof and  otherwise  having the same terms as this Note shall be issued in the
name of the Holder hereof upon the presentation and surrender hereof.

     This Note will be subject to  repayment by the Company at the option of the
Holder hereof on the Optional Repayment  Date(s),  if any, specified on the face
hereof,  in whole or in part in  increments  of  U.S.$1,000  (provided  that any
remaining principal amount hereof shall be at least U.S.$1,000),  at a repayment
price equal to 100% of the unpaid  principal amount to be  repaid, together with

<PAGE>

unpaid  interest  accrued  thereon  to the date  fixed for  repayment  (each,  a
"Repayment  Date").  For this Note to be  repaid,  this  Note must be  received,
together  with  the form  hereon  entitled  "Option  to  Elect  Repayment"  duly
completed,  by the Issuing and Paying  Agent at its  corporate  trust office not
more  than 60 nor  less  than 30  calendar  days  prior to the  Repayment  Date.
Exercise of such repayment  option by the Holder hereof will be irrevocable.  In
the event of  repayment  of this Note in part only, a new Note of like tenor for
the unpaid portion hereof and otherwise having the same terms as this Note shall
be issued in the name of the Holder hereof upon the  presentation  and surrender
hereof.

     If this Note is an Original  Issue  Discount  Note as specified on the face
hereof,  the  amount  payable  to the  Holder  of  this  Note  in the  event  of
redemption,  repayment or  acceleration  of maturity will be equal to the sum of
(1) the Issue Price  specified on the face hereof  (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable, multiplied by the Initial Redemption Percentage (as applicable),
multiplied  by the  Initial  Redemption  Percentage  (as  adjusted by the Annual
Redemption Percentage  Reduction,  if applicable) and (2) any unpaid Interest on
this Note accrued from the Original Issue Date to the Redemption Date, Repayment
Date or date of  acceleration  of maturity,  as the case may be. The  difference
between  the  Issue  Price  and 100% of the  principal  amount  of this  Note is
referred to herein as the "Discount."

     For purposes of  determining  the amount of Discount that has accrued as of
any Redemption Date,  Repayment Date or date of acceleration of maturity of this
Note,  such  Discount will be accrued so as to cause the yield on the Note to be
constant.  The constant yield will be calculated  using a 30-day month,  360-day
year convention,  a compounding  period that,  except for the Initial Period (as
defined  below),  corresponds to the shortest  period between  Interest  Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the  maturity  of this  Note will not be  accelerated.  If the  period  from the
Original Issue Date to the Initial Interest Payment Date (the "Initial  Period")
is shorter than the compounding period for this Note, a proportionate  amount of
the yield for an entire  compounding  period  will be  accrued.  If the  Initial
Period is longer than the compounding  period,  then such period will be divided
into a regular  compounding  period and a short  period,  with the short  period
being treated as provided in the preceding sentence.

     If an Event of  Default,  as defined in the  Indenture,  shall occur and be
continuing, the principal of this Note may be accelerated in the manner and with
the effect provided in the Indenture.

     The  Indenture  contains  provisions  for  defeasance  of  (i)  the  entire
indebtedness  of the Notes or (ii) certain  covenants and Events of Default with
respect to the Notes, in each case upon  compliance with certain  conditions set
forth therein, which provisions apply to the Notes.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of the Debt  Securities at any time by the
Company  and the  Trustee  with the  consent  of the  Holders of not less than a
majority of the aggregate  principal  amount of all Debt  Securities at the time
outstanding  and  affected  thereby.  The  Indenture  also  contains  provisions
permitting  the Holders of not less than a majority of the  aggregate  principal
amount  of the  outstanding  Debt  Securities  of any  series,  on behalf of the
Holders of all such Debt  Securities,  to waive  compliance  by the Company with
certain  provisions of the Indenture.  Furthermore,  provisions in the Indenture
permit the Holders of not less than a majority of the aggregate principal amount
of the  outstanding  Debt  Securities of any series,  in certain  instances,  to
waive,  on behalf  of all of the  Holders  of Debt  Securities  of such  series,
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent or  waiver by the Holder of  this Note shall be conclusive  and  binding

<PAGE>

upon such Holder and upon all future Holders of this Note and other Notes issued
upon the  registration of transfer  hereof or in exchange  heretofore or in lieu
hereof,  whether  or not  notation  of such  consent or waiver is made upon this
Note.

     No reference  herein to the  Indenture  and no provision of this Note or of
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute and unconditional,  to pay principal, premium, if any, and interest, if
any, in respect of this Note at the times,  places and rate or  formula,  and in
the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth,  the  transfer  of this Note is  registrable  in the  Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the  principal  hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written  instrument of transfer in form satisfactory to the Company and the
Security  Registrar  duly  executed by the Holder hereof or by his attorney duly
authorized  in  writing,  and  thereupon  one or more new Notes,  of  authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     As provided in the Indenture and subject to certain limitations therein and
herein set  forth,  this Note is  exchangeable  for a like  aggregate  principal
amount of Notes of different  authorized  denominations but otherwise having the
same terms and conditions,  as requested by the Holder hereof  surrendering  the
same.

     No service  charge shall be made for any such  registration  of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due  presentment of this Note for  registration  of transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Holder in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes,  whether or not this Note be overdue,  and neither  the  Company,  the
Trustee nor any such agent shall be affected by notice to the contrary.

     The  Indenture  and  this  Note  shall  be  governed  by and  construed  in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.

<PAGE>

                                  ABBREVIATIONS

     The following  abbreviations,  when used in the  inscription on the face of
this Note,  shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common          UNIF GIFT MIN ACT -      Custodian
TEN ENT - as tenants by the entireties                      -----          -----
JT TEN - as joint tenants with                              (Cust)       (Minor)
         right of survivorship and                          under Uniform Gifts
         not as tenants in common                           to Minors
                                                            Act
                                                               -----------------
                                                                         (State)

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
          OTHER
IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                  (Please print or typewrite name and address,
                    including postal zip code, of assignee)

this  Note  and  all  rights  thereunder  hereby  irrevocably  constituting  and
appointing                                                           Attorney to
           ---------------------------------------------------------
transfer this Note  on the books of the Trustee, with full power of substitution
in the premises.


Dated:
      -----------------------------------    -----------------------------------

                                             Notice:  The  signature(s)  on this
                                             Assignment must correspond with the
                                             name(s) as written upon the face of
                                             this  Note  in   every  particular,
                                             without  alteration or  enlargement
                                             or any change whatsoever.

<PAGE>

                            OPTION TO ELECT REPAYMENT


     The undersigned hereby  irrevocably  request(s) and instruct(s) the Company
to repay this Note (or portion hereof  specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
Interest  accrued  hereon  to   the  Repayment  Date,  to  the  undersigned,  at

--------------------------------------------------------------------------------
        (Please print or typewrite name and address of the undersigned)

     For this Note to be repaid,  the Issuing and Paying  Agent must  receive at
its corporate  trust office in the Borough of  Manhattan,  The City of New York,
currently located at The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor,
New York, New York 10001,  not more than 60 nor less than 30 calendar days prior
to the Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.

     If less than the  entire  principal  amount  of this Note is to be  repaid,
specify the portion hereof (which shall be increments of  U.S.$1,000)  which the
Holder  elected to have  repaid and specify the  denomination  or  denominations
(which  shall be an  Authorized  Denomination)  of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).



                                              ----------------------------------
Principal Amount                              Notice:  The  signature(s) on this
to be Repaid:  $                              Option  to  Elect  Repayment  must
                ----------------              correspond  with  the  name(s)  as
                                              written upon the face of this Note
                                              in   every   particular,   without
                                              alteration  or enlargement  or any
                                              change whatsoever.

Date:
     ---------------------------

<PAGE>

                                                              ADDENDUM A

Optional Redemption of Notes

The Notes will be redeemable as a whole or in part, at the option of the Company
at any time,  at a  redemption  price  equal to the  greater  of (i) 100% of the
principal  amount of such  Notes and (ii) the sum of the  present  values of the
remaining scheduled payments of principal and interest thereon discounted to the
redemption  date on a semiannual  basis  (assuming a 360-day year  consisting of
twelve 30-day  months) at the Treasury  Rate plus 15 basis points,  plus in each
case accrued interest thereon to the date of redemption.

"Treasury Rate" means,  with respect to any redemption  date, the rate per annum
equal to the semiannual  equivalent yield to maturity of the Comparable Treasury
Issue,  assuming  a price for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such redemption date.

"Comparable  Treasury Issue" means the United States Treasury  security selected
by an  Independent  Investment  Banker as having a  maturity  comparable  to the
remaining  term of the Notes to be redeemed that would be utilized,  at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate  debt  securities of a comparable  maturity to the remaining
term of such Notes.  "Independent  Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Company.

"Comparable  Treasury Price" means, with respect to any redemption date, (A) the
average of the Reference  Treasury Dealer  Quotations for such redemption  date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations
or (B), if the Trustee  obtains fewer than four such Reference  Treasury  Dealer
Quotations,  the  average of all such  quotations.  "Reference  Treasury  Dealer
Quotations"  means,  with  respect  to each  Reference  Treasury  Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its  principal  amount)  quoted in writing to the  Trustee by such  Reference
Treasury  Dealer at 3:30 p.m. New York time on the third  business day preceding
such redemption date.

"Reference  Treasury  Dealer" means each of Morgan  Stanley & Co.  Incorporated,
Salomon Smith Barney Inc. and J.P. Morgan  Securities Inc. and their  respective
successors; provided, however, that, if any of the foregoing or their affiliates
shall cease to be a primary U.S. Government securities dealer in The City of New
York (a "Primary  Treasury  Dealer"),  the  Company  shall  substitute  therefor
another Primary Treasury Dealer.

Notice  of any  redemption  will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of Notes to be redeemed.

Unless the Company defaults in payment of the redemption price, on and after the
redemption  date interest will cease to accrue on the Notes or portions  thereof
called for redemption.




</TEXT>
</DOCUMENT>
