Form: 10-K

Annual report pursuant to Section 13 and 15(d)

March 28, 1997

Documents

EXHIBIT 11

Published on March 28, 1997


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):




Year Ended December 31
-------------------------------------
1996 1995 1994
------- ------- -------

Average common shares outstanding ................................... 590,216 544,959 549,312

Dilutive effect of
Convertible preferred stock ........................................ 3,896 4,582 5,026
Stock options ...................................................... 9,418 4,726 2,808
-------- -------- --------

Total fully dilutive shares ......................................... 603,530 554,267 557,146
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Income available to common shareholders ............................. $ 2,360 $ 1,942 $ 1,680
Preferred dividends paid on dilutive convertible
preferred stock .................................................. 7 8 10
-------- -------- --------

Total net income available for common shareholders
adjusted for full dilution ....................................... $ 2,367 $ 1,950 $ 1,690
======== ======== ========
Fully diluted earnings per common share ............................. $ 3.92 $ 3.52 $ 3.03
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