EXHIBIT 11 OF 3Q 1995 10-Q

Published on November 13, 1995


Exhibit 11

Fully Diluted Earnings Per Common Share and Fully Diluted Average Common Shares
Outstanding


For fully diluted earnings per common share, net income available to
common shareholders can be affected by the conversion of the registrant's
convertible preferred stock. Where the effect of this conversion would have
been dilutive, net income available to common shareholders is adjusted by the
associated preferred dividends. This adjusted net income is divided by the
weighted average number of common shares outstanding for each period plus
amounts representing the dilutive effect of stock options outstanding and the
dilution resulting from the conversion of the registrant's convertible
preferred stock, if applicable. The effect of convertible preferred stock is
excluded from the computation of fully diluted earnings per common share in
periods in which the effect would be antidilutive.

Fully diluted earnings per common share was determined as follows (shares
in thousands, dollars in millions except per-share information):



Three Months Ended Nine Months Ended
September 30 September 30
------------------- ------------------
1995 1994 1995 1994
------------------- ------------------

Average common shares outstanding............. 270,306 275,868 272,790 274,292

Dilutive effect of
Convertible preferred stock........... 2,310 2,409 2,310 2,409
Stock options......................... 2,378 1,622 2,405 1,583
-------- -------- -------- --------

Total fully dilutive shares................... 274,994 279,899 277,505 278,284
======== ======== ======== ========

Net income available to common shareholders... $ 528 $ 428 $ 1,434 $ 1,277
Preferred dividends paid on dilutive
convertible preferred stock........... 2 3 6 7
-------- -------- -------- --------
Net income available to common shareholders
adjusted for full dilution............ $ 530 $ 431 $ 1,440 $ 1,284
======== ======== ======== ========

Fully diluted earnings per common share....... $ 1.93 $ 1.54 $ 5.19 $ 4.62
======== ======== ======== ========

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