Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

May 15, 1997

EXHIBIT 11

Published on May 15, 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):




Three Months Ended
March 31
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1997 1996
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Average common shares outstanding 730,413 600,558


Dilutive effect of
Convertible preferred stock 3,896 4,526
Stock options 18,082 5,861
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Total fully dilutive shares 752,391 610,945
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Income available to common shareholders $ 705 $ 509
Preferred dividends paid on dilutive convertible
preferred stock 2 2
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Total net income available for common shareholders
adjusted for full dilution $ 707 $ 511
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Fully diluted earnings per share $ 0.94 $ 0.84
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