Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

May 10, 1996

EXHIBIT 11

Published on May 10, 1996


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 registrants 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 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
March 31
-------------------
1996 1995
-------- --------

Average common shares outstanding................... 300,279 276,415

Dilutive effect of
Convertible preferred stock........................ 2,263 2,358
Stock Options...................................... 2,931 1,224
-------- --------
Total fully dilutive shares......................... 305,473 279,997
======== ========

Income available to common shareholders............. $ 509 $ 441
Preferred dividends paid on dilutive convertible
preferred stock.................................... 2 2
-------- --------
Total net income available for common shareholders..
adjusted for full dilution..................... $ 511 $ 443
======== ========
Fully diluted earnings per share.................... $ 1.67 $ 1.58
======== ========

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