Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

August 14, 1996

EXHIBIT 11

Published on August 14, 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 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 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 Six Months Ended
June 30 June 30
1996 1995 1996 1995


Average common shares outstanding...... 300,462 271,717 300,370 274,053


Dilutive effect of
Convertible preferred stock. 2,054 2,345 2,054 2,345
Stock Options............... 2,855 1,369 2,977 1,390

Total fully dilutive shares............ 305,371 275,431 305,401 277,788


Income available to common shareholders $ 601 $ 465 $ 1,110 $ 906
Preferred dividends paid on dilutive
convertible preferred stock 2 2 4 4
Total net income available for common
shareholders adjusted for
full dilution.............. $ 603 $ 467 $ 1,114 $ 910

Fully diluted earnings per share....... $ 1.98 $ 1.70 $ 3.65 $ 3.28








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