EXHIBIT 24(A)

Exhibit 24(b)

CERTIFICATE OF SECRETARY
------------------------


I, ALLISON L. GILLIAM, Assistant Secretary of Bank of America
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware, do hereby certify that the attached is a true and correct
copy of resolutions duly adopted by a majority of the entire Board of Directors
of the corporation at a meeting of the Board of Directors held on January 26,
2000, at which meeting a quorum was present and acted throughout and that the
resolutions are in full force and effect and have not been amended or rescinded
as of the date hereof.

IN WITNESS WHEREOF, I have hereupon set my hand and affixed
the seal of the corporation this 29th day of February, 2000.




(CORPORATE SEAL)

/s/Allison L. Gilliam
--------------------------------
Assistant Secretary





BANK OF AMERICA CORPORATION

Resolutions of the Board of Directors
JANUARY 26, 2000


ANNUAL REPORT ON FORM 10-K

WHEREAS, officers of Bank of America Corporation (the "Corporation") have made
presentations to the Board of Directors regarding the Corporation's financial
results for the year ended December 31, 1999; and

WHEREAS, the Board has had adequate opportunity to review and comment on such
results;

NOW, THEREFORE, BE IT:

RESOLVED, that the proper officers of the Corporation be, and they hereby are,
authorized and empowered on behalf of the Corporation to prepare, execute,
deliver and file the Corporation's Annual Report on Form 10-K"), based upon the
information presented to and considered at this meeting, in such form and with
such content and attachment of exhibits as the signing officers shall approve,
their approval to be conclusively evidenced by their signature thereof; and be
it

FURTHER RESOLVED, that the proper officers of the Corporation be, and they
hereby are, authorized and empowered on behalf of the Corporation to execute the
Form 10-K and file it with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended, and with such other
governmental agencies or instrumentalities as such officers deem necessary or
desirable, and to prepare, execute, deliver and file any amendment or amendments
to the Form 10-K, as they may deem necessary or appropriate; and be it

FURTHER RESOLVED, that Charles M. Berger, James W. Kiser and Paul J. Polking be,
and each of them with full power to act without the other hereby is, authorized
and empowered to prepare, execute, deliver and file the Form 10-K and any
amendment or amendments thereto on behalf of and as attorneys for the
Corporation and on behalf of and as attorneys for any of the following: the
principal executive officer, the principal financial officer the principal
accounting officer, and any other officer of the Corporation; and be it

FURTHER RESOLVED, that, for the purposes of these resolutions, the "proper
officers" of the Corporation are the members of the Policy Committee, the
Secretary, any Executive Vice President, and any Senior Vice President, and that
each of these officers is authorized, empowered and directed, in the name and
on behalf of the Corporation to execute and deliver or cause to be executed and
delivered any and all agreements, amendments, certificates, applications,
notices, letters, or other documents and to do or cause to be done any and all
such other acts and things as, in the opinion of any such officer, may be
necessary, appropriate of desirable in order to enable the Corporation fully and
promptly to carry out the intent of the foregoing resolutions, and any such
action taken by such officers shall be conclusive evidence of their authority.