<PAGE>
                            FORM 10-Q


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1994

                               OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

For the transition period from.............to.....................

Commission file number 1-225

                   KIMBERLY-CLARK CORPORATION
     (Exact name of registrant as specified in its charter)

            Delaware                               39-0394230
    (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)             Identification No.)


                        P. O. Box 619100
                          Dallas, Texas   
                           75261-9100
            (Address of principal executive offices)        
                           (Zip Code)

                         (214) 830-1200
      (Registrant's telephone number, including area code)

                            No change
(Former name, former address and former fiscal year, if changed 
since last report) 


  Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  

Yes    X  .  No       .
   -------     -------


As of May 6, 1994, 161,064,698 shares of the Corporation's
common stock were outstanding.


<PAGE>
                           

                      PART I - FINANCIAL INFORMATION.


Item 1.  Financial Statements.


<TABLE>
<CAPTION>

CONSOLIDATED INCOME STATEMENT
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

                                                                     Three Months
                                                                    Ended March 31  
(Millions of dollars except per share amounts)                     1994       1993  
- ------------------------------------------------------------------------------------
<S>                                                              <C>        <C>

Net Sales .................................................      $1,776.5   $1,702.0
Cost of products sold .....................................       1,171.1    1,099.3
                                                                 --------   --------

Gross Profit ..............................................         605.4      602.7
Advertising, promotion and selling expenses ...............         268.6      279.8
Research expense ..........................................          38.7       41.0
General expense ...........................................          85.9       85.9
                                                                 --------   -------- 

Operating Profit ..........................................         212.2      196.0
Interest expense ..........................................         (31.1)     (26.1)
Other income (expense), net ...............................           2.5        4.8
                                                                 --------   --------                                     

Income Before Income Taxes ................................         183.6      174.7
Provision for income taxes ................................          68.8       66.4
                                                                 --------   --------                                   

Income Before Equity Interests ............................         114.8      108.3
Share of net income of equity companies ...................          24.9       19.9
Minority owners' share of subsidiaries' net income ........          (3.5)      (3.4)
                                                                 --------   --------

Net Income ................................................      $  136.2   $  124.8
                                                                 ========   ========


Per Share Basis:

Net Income ...............................................       $    .85   $    .78
                                                                 ========   ========
Cash Dividends Declared ...................................      $    .44   $      -
                                                                 ========   ========
Cash Dividends Paid .......................................      $    .43   $    .41
                                                                 ========   ========
</TABLE>


Unaudited

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEET
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

                                                          March 31,     December 31,
(Millions of dollars)                                       1994            1993    
- ------------------------------------------------------------------------------------
<S>                                                       <C>             <C>
ASSETS

Current Assets
  Cash and cash equivalents ..........................    $   63.3        $   34.8
  Accounts receivable ................................       778.0           738.7
  Inventories ........................................       803.2           775.9
  Other current assets ...............................       132.1           125.8
                                                          --------        --------
    Total Current Assets .............................     1,776.6         1,675.2
                                                          --------        --------

Property .............................................     6,400.6         6,372.8
  Less accumulated depreciation ......................     2,367.7         2,330.0
                                                          --------        --------
    Net Property .....................................     4,032.9         4,042.8
Investments in Equity Companies ......................       409.3           398.3
Deferred Charges and Other Assets ....................       356.7           264.4
                                                          --------        --------
                                                          $6,575.5        $6,380.7
                                                          ========        ========
                                                                                

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities                                                                
  Debt payable within one year .......................    $  732.1        $  684.8
  Accounts payable ...................................       430.8           438.1
  Other current liabilities ..........................       828.5           785.6
                                                          --------        --------
    Total Current Liabilities ........................     1,991.4         1,908.5
Long-Term Debt .......................................       990.9           933.1
Noncurrent Employee Benefit Obligations ..............       432.1           430.0    
Deferred Income Taxes ................................       588.0           585.0
Minority Owners' Interests in Subsidiaries ...........        69.8            66.9
Stockholders' Equity .................................     2,503.3         2,457.2
                                                          --------        --------
                                                          $6,575.5        $6,380.7
                                                          ========        ========
</TABLE>


Unaudited

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED CASH FLOW STATEMENT
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

                                                                      Three Months
                                                                     Ended March 31 
(Millions of dollars)                                               1994       1993 
- -------------------------------------------------------------------------------------
<S>                                                                <C>        <C>
Operations
  Net income .................................................     $136.2     $124.8
  Depreciation ...............................................       79.0       69.5
  Changes in operating working capital .......................      (55.3)     (13.0)
  Pension funding in excess of expense .......................      (47.6)      (1.4)
  Other ......................................................       (6.2)       5.4
                                                                  --------   --------
    Cash Provided by Operations ..............................      106.1      185.3
                                                                  --------   --------

Investing                                                                            
  Capital spending ...........................................      (82.1)    (156.3)
  Other ......................................................      (31.2)     (13.1)
                                                                  --------   --------    
    Cash Used for Investing ..................................     (113.3)    (169.4)
                                                                  --------   --------  

Financing
  Cash dividends paid ........................................      (69.2)     (65.9)
  Changes in debt payable within one year ....................       47.3       34.1
  Increases in long-term debt ................................      103.5       41.3
  Decreases in long-term debt ................................      (45.7)     (11.4)
  Other ......................................................        (.2)        .7
                                                                  --------   --------    
    Cash Provided by (Used for) Financing ....................       35.7       (1.2)
                                                                  --------   --------

Increase in Cash and Cash Equivalents ........................     $ 28.5     $ 14.7
                                                                  ========   ========


</TABLE>

Unaudited

See Notes to Financial Statements.


<PAGE>


NOTES TO FINANCIAL STATEMENTS
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES


1.  The unaudited consolidated financial statements of Kimberly-
    Clark Corporation (the "Corporation") generally have been
    prepared on the same basis as those in the 1993 Annual
    Report and include all adjustments necessary to present
    fairly the condensed consolidated balance sheet and
    consolidated income and condensed cash flow statements for
    the periods indicated.  Certain reclassifications have been
    made to conform 1993 data to the current period
    presentation.

2.  The average number of common shares outstanding used in the
    calculation of net income per share for the three months ended 
    March 31, 1994 and 1993, was 161.0 million and 160.8 million,
    respectively.  There were 161.0 million shares outstanding
    at March 31, 1994.

3.  The dividend paid on April 2, 1993 of $.43 per share was
    declared on December 17, 1992.  The dividend paid on April
    4, 1994 of $.44 per share was declared on February 17, 1994.

4.  The following schedule details inventories by major class as
    of March 31, 1994 and December 31, 1993:


<TABLE>
<CAPTION>

                                                 March 31,       December 31,
  (Millions of dollars)                            1994             1993     
- -----------------------------------------------------------------------------
<S>                                               <C>              <C>
  At lower of cost on the First-In,
    First-Out (FIFO) method or market:
    Raw materials ...........................     $147.2           $155.1
    Work in process .........................      161.2            169.6
    Finished goods ..........................      476.8            439.9
    Supplies and other ......................      125.7            121.5
                                                  ------           ------
                                                   910.9            886.1

  Excess of FIFO cost over Last-In,
    First-Out (LIFO) cost ...................     (107.7)          (110.2)
                                                  ------           ------
    Total ...................................     $803.2           $775.9
                                                  ======           ======

</TABLE>


Unaudited


<PAGE>


I
tem 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.


Management believes that the following tables and commentary
appropriately discuss and analyze the comparative results of
operations for the periods covered.

Product Classes referred to in the following discussion and
analysis are:

    - Class I includes tissue products for household,
      commercial, institutional and industrial uses; infant,
      child, feminine and incontinence care products; industrial
      and commercial wipers; health care products; and related
      products.

    - Class II includes newsprint, printing papers, premium
      business and correspondence papers, tobacco industry
      papers and products, technical papers, and related
      products.

    - Class III includes aircraft services, commercial air
      transportation and other products and services.

Adjustments:

    - Adjustments to sales shown in the following tables consist
      of intercompany sales of products between product classes
      or geographic areas.  Adjustments to operating profit
      consist of expenses not associated with product classes or
      geographic areas.   


<TABLE>
<CAPTION>
RESULTS OF OPERATIONS:
  First Quarter 1994 Compared With First Quarter 1993
                                                                                          
By Product Class
($ Millions)                                                                             

                                              % Change     % of 1994
Net Sales                            1994     vs. 1993    Consolidated
- ----------------------------------------------------------------------

<S>                                <C>          <C>         <C>
Class I ........................   $1,431.8     +6.5%         80.6%
Class II .......................      263.8     -2.6          14.8
Class III ......................       92.3     -5.6           5.2

Adjustments ....................      (11.4)                   (.6)
                                   --------                  ------

Consolidated ...................   $1,776.5     +4.4%        100.0%
                                   ========                  ======

</TABLE>



<TABLE>

                                              % Change    % of 1994     % Return on Sales 
Operating Profit                     1994     vs. 1993   Consolidated   1994         1993 
- -------------------------------------------------------------------------------------------
<S>                                  <C>       <C>          <C>         <C>         <C>
Class I ........................     $164.6    +10.0%         77.5%      11.5%       11.1%
Class II .......................       46.6    + 7.1          22.0       17.7        16.1
Class III ......................        5.1    +37.8           2.4        5.5         3.8

Adjustments ....................       (4.1)                  (1.9)      
                                     ------                  ------

Consolidated ...................     $212.2    + 8.3%        100.0%      11.9%       11.5%
                                     ======                  ======
</TABLE>



<PAGE>
Commentary:

Sales increased as a result of higher sales volumes for most of
the Corporation's businesses which more than offset the effect
of lower selling prices.  Sales volumes were up 9.4 percent
compared with the first quarter of 1993.
 
      -  Sales volumes increased in North America.  Noteworthy
         contributors were Huggies disposable diapers, Kotex and
         New Freedom feminine care products, Depend and Poise
         incontinence care products, Huggies baby wipes, Kleenex
         facial tissue, professional health care products,
         technical papers, Neenah Paper's premium business and
         correspondence papers, and Midwest Express Airlines,
         Inc.

      -  Sales volumes were higher in Europe due to the
         expansion of Huggies Pull-Ups training pants and the
         January 1994 launch of Huggies disposable diapers.

      -  Sales volumes also increased for consumer products in
         Asia, primarily in Korea.

      -  Sales volumes declined for Huggies Pull-Ups training
         pants in North America caused, in part, by the entry of
         a major competitor into the market with a branded
         product, and market share growth of private-label and
         economy-branded competitors.  Sales volumes also
         declined in the consumer bathroom tissue business in
         North America due to competitive conditions in both
         Canada and the private label business in the U.S.

      -  Selling prices were lower in North America for facial
         tissue, disposable diapers and feminine care products,
         principally in response to competitive business
         conditions which necessitated price reductions in mid-
         to-late 1993.

      -  Changes in currency exchange rates are estimated to
         have reduced consolidated sales by $15 million.

Gross profit, which benefited from the higher sales volumes,
increased by .4 percent in absolute terms, but declined as a
percentage of sales, primarily because of the lower selling
prices.  

      -  Start-up costs for expansion of Huggies Pull-Ups
         training pants, as well as costs associated with the
         January 1994 launch of disposable diapers, were
         incurred in Europe.

      -  Product improvement costs were higher, primarily for
         the new Huggies Supreme diapers in the U.S. and Huggies
         UltraTrim diapers in Canada.

      -  Newsprint selling prices remain at depressed levels due
         to industry overcapacity.

      -  Cost reductions and manufacturing efficiencies were
         achieved in certain North American consumer products
         businesses.

      -  Raw material costs were lower.


<PAGE>

Operating profit increased more than gross profit primarily
because of lower promotion spending.

      -  Promotion expenses were lower in North America for
         facial tissue and feminine care products in connection
         with the lower selling prices.

      -  Industry overcapacity and weak prices in the consumer
         and industrial bathroom tissue markets led to
         continuing poor results for these businesses in North
         America and Continental Europe.  However, the U.S.
         consumer bathroom tissue business improved during the
         quarter as a result of manufacturing efficiencies and
         lower promotional spending, which more than offset
         reduced selling prices.

      -  Product introduction costs were higher in Europe to
         support the expansion of disposable training pants and
         the launch of disposable diapers.

      -  Changes in currency exchange rates had no significant
         effect on consolidated operating profit in the first
         quarter of 1994.
         

<PAGE>

<TABLE>
<CAPTION>

By Geography
($ Millions)

                                            % Change     % of 1994
Net Sales                         1994      vs. 1993    Consolidated
- --------------------------------------------------------------------
<S>                             <C>          <C>           <C> 

North America ..............    $1,416.4     + 4.0%         79.7%
Outside North America ......       382.7     + 9.6          21.5
Adjustments ................       (22.6)                   (1.2)
                                --------                   -----

Consolidated ...............    $1,776.5     + 4.4%        100.0%
                                ========                   =====
</TABLE>



<TABLE>
<CAPTION>

                                            % Change     % of 1994      % Return on Sales 
Operating Profit                  1994      vs. 1993    Consolidated     1994       1993  
- -----------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>           <C>        <C> 

North America ..............      $213.8     +25.9%        100.7%        15.1%      12.5%
Outside North America ......         2.5     -90.8           1.2           .7        7.8 
Adjustments ................        (4.1)                   (1.9)
                                --------                   -----

Consolidated ...............      $212.2     + 8.3%        100.0%        11.9%      11.5%
                                ========                   =====

</TABLE>



<TABLE>
<CAPTION>

                                            % Change      % of 1994
Net Income                        1994      vs. 1993    Consolidated
- --------------------------------------------------------------------
<S>                              <C>         <C>           <C>
North America ..............      $125.8     +28.2%         92.4%
Outside North America ......        10.4     -61.0           7.6
                                --------                   -----

Consolidated ...............      $136.2     + 9.1%        100.0%
                                ========                   =====
</TABLE>



Additional commentary: 

      -  Sales volumes and selling prices for tobacco industry
         papers declined in France.

      -  Operating losses were incurred in Europe, principally
         because of the higher product introduction costs for
         the expansion of training pants and the costs
         associated with the launch of diapers.  These
         investments are part of the Corporation's long-term
         strategy to increase its business in Europe, and losses
         should decline as the year progresses.

      -  Interest expense was higher primarily as a result of
         higher debt levels.

      -  The effective income tax rate was lower due to benefits
         from company-owned life insurance and reduction in
         tax liabilities previously provided which are no longer
         required in the U.S., partially offset by losses
         incurred outside the U.S. for which no tax benefits
         were recorded.

      -  Net income from equity companies grew 25.1 percent on
         the strength of higher sales volumes in Mexico,
         Australia and Colombia.  Net income at the
         Corporation's Mexican affiliate improved despite a
         currency charge caused by the 1994 weakening of the
         Mexican peso.


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES


      -  Despite higher net income, cash provided by operations
         decreased primarily as a result of pension plan funding
         in excess of expense recognition, an increase in
         accounts receivable due, in part, to increased sales,
         and increased inventories primarily related to business
         expansions.

      -  In February 1994, the Corporation issued $100 million
         of 6-7/8% Debentures due February 15, 2014.  The
         proceeds were used principally to reduce short-term
         debt.  

      -  On March 31, 1994, the Corporation sold Spenco Medical
         Corporation and, on April 14, 1994, announced an
         agreement in principle to sell its mill in Memphis,
         Tenn., which primarily makes private-label tissue
         products.  The latter transaction is expected to close
         later this year.  

      -  Negotiations for the sale of the Corporation's 
         Brown-Bridge business unit, which manufactures 
         adhesive-coated stocks for labels and related 
         applications, were terminated during the
         quarter as a result of opposition by the Federal Trade
         Commission to the proposed transaction. Discussions, 
         however, are proceeding with other potential buyers.

      -  The disposition of these entities will have no material
         effect on the consolidated financial statements.


ENVIRONMENTAL MATTERS

The Corporation has not been identified as a potentially
responsible party at any Environmental Protection Agency
designated cleanup site which, in management's opinion, could
have a material adverse effect on its business or results of
operations.  See "Legal Proceedings."


<PAGE>
                  

 
                       PART II - OTHER INFORMATION.


Item 1.  Legal Proceedings.

The Corporation is subject to routine litigation from time to
time which individually or in the aggregate is not expected to
have a material adverse effect on the business or results of
operations of the Corporation.

The Corporation has been named a potentially responsible party
("PRP") under the provisions of the federal Comprehensive
Environmental Response, Compensation and Liability Act,
or analogous state statute, at 25 waste disposal
sites, none of which, in management's opinion, could,
individually or in the aggregate, have a material adverse
impact on the Corporation's business or results of operations. 
Notwithstanding its opinion, management believes it appropriate
to disclose the following recent developments concerning four
of these sites where the extent of the Corporation's liability
cannot yet be established:

A.    On March 14, 1994, the Corporation received an information
      request regarding the Purity Oil Sales Superfund Site in
      Malaga, California.  The Environmental Protection Agency
      ("EPA") believes that the Corporation's former facility in
      Anderson, California arranged for the disposal, treatment
      or transportation of waste oil and/or solvents to the
      site.  The Corporation is conducting an investigation to
      determine if any waste oils or solvents used by the
      facility were transported to the site.  The Corporation's
      estimated share of the total site remediation cost, if
      any, cannot be established on the basis of currently
      available information.

B.    On March 22, 1994, the Corporation received an information
      request regarding the Niagara County Refuse Superfund Site
      in Wheatfield, New York.  EPA believes that the
      Corporation's former facility in Niagara Falls, New York
      disposed of four cubic yards of waste at the site in
      October, November and December of 1971.  The Corporation
      is conducting an investigation to determine if any wastes
      generated by the Niagara Falls facility were disposed of
      at the site and, if so, if such wastes were hazardous. 
      The Corporation's estimated share of the total site
      remediation cost, if any, cannot be established on the
      basis of currently available information.

C.    On April 11, 1994, the Corporation received a special
      notice letter and information request regarding the Marina
      Cliffs Barrel Dump Site in Milwaukee, Wisconsin.  The
      Wisconsin Department of Natural Resources believes that
      the Corporation disposed of drums at the site.  The
      Corporation is conducting an investigation to determine if
      any drums used by its Wisconsin facilities were disposed
      of at the site, and, if so, if such drums contained
      hazardous waste.  The Corporation's estimated share of the
      total site remediation cost, if any, cannot be established
      on the basis of currently available information.

D.    On April 7, 1994, the Corporation received a demand letter
      prior to the filing of a contribution lawsuit from the PRP
      Committee of the Ekotek Superfund Site in Salt Lake City,
      Utah.  The PRP Committee believes that the Corporation
      disposed of 410 gallons of used oil at the site.  The
      Corporation is conducting an investigation to determine if
      any of its facilities disposed of used oil at the site. 
      The Corporation's liability for cleanup costs at such site
      is expected to be de minimis.


<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders.

The 1994 Annual Meeting of Stockholders was convened at 11:00
a.m. on Thursday, April 21, 1994, at the Corporation's Roswell
Operations Headquarters in Roswell, Georgia.  Represented at
the meeting in person or by proxy were 146,752,662 shares of
common stock or 91.1% of all shares of common stock
outstanding.

The following directors were elected to three-year terms
expiring in 1997: Paul J. Collins, Wayne R. Sanders, Wolfgang
R. Schmitt, Randall L. Tobias, and H. Blair White.  Of the
shares represented at the meeting, 99.5% voted for each nominee
and .5% withheld authority to vote for each nominee.

The Corporation's other directors are John F. Bergstrom, James
D. Bernd, Pastora San Juan Cafferty, Claudio X. Gonzalez, James
G. Grosklaus, Phala A. Helm, M.D., Louis E. Levy and Frank A.
McPherson.  

In addition to the election of directors, the stockholders
approved the selection of Deloitte & Touche as independent
auditors for the Corporation.  Of the shares represented at the
meeting, 99.5% voted for such selection, .2% voted against and
.3% abstained or did not vote.



Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits

         (4)   Copies of instruments defining the rights of
               holders of long-term debt will be furnished to
               the Securities and Exchange Commission upon
               request.

         (11)  The following statement is filed as an exhibit
               to Part I of this Form 10-Q: 

               The net income per common share computations
               included in the Consolidated Income Statement in
               Part I, Item 1, of this Form 10-Q are based on
               average number of shares of common stock
               outstanding.  The only "common stock
               equivalents" or other potentially dilutive
               securities or agreements (as defined in
               Accounting Principles Board Opinion No. 15)
               which were contained in the Corporation's
               capital structure during the periods presented
               were options outstanding under the Corporation's
               Equity Participation Plans.

               Alternative computations of "primary" and "fully
               diluted" net income per share amounts for 1994
               and 1993 assume the exercise of outstanding
               stock options using the "treasury stock method." 
               There is no significant difference between net
               income per share presented in Item 1 and net
               income per share calculated on a "primary" and
               "fully diluted" basis for the first quarter of
               1994 and 1993. 


<PAGE>
         (12)  The following computation is filed as an exhibit
               to Part I of this Form 10-Q:


<TABLE>
<CAPTION>
                   KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
                Computation of Ratio of Earnings to Fixed Charges
                                  ($ Millions)

                                                                                 

                                                                Three Months      
                                                               Ended March 31    
                                                             1994         1993   
- -------------------------------------------------------------------------------
<S>                                                         <C>          <C>
Consolidated Companies
  Income before income taxes ...........................    $183.6       $174.7
  Interest expense .....................................      31.1         26.1
  Interest factor in rent expense ......................       6.2          7.2
  Amortization of capitalized interest .................       1.4          1.4

Equity Affiliates
  Share of 50%-owned:
    Income before income taxes .........................       9.5          6.5
    Interest expense ...................................       1.9          2.0
    Interest factor in rent expense ....................        .1           .1
    Amortization of capitalized interest ...............        .1           .1
  Distributed income of less than 50%-owned ............         -            -
                                                            ------       ------

Earnings ...............................................    $233.9       $218.1
                                                            ======       ======

Consolidated Companies
  Interest expense .....................................    $ 31.1       $ 26.1
  Capitalized interest .................................       2.3          6.1
  Interest factor in rent expense ......................       6.2          7.2

Equity Affiliates
  Share of 50%-owned:
    Interest expense and capitalized interest ..........       1.9          2.1
    Interest factor in rent expense ....................        .1           .1
                                                            ------       ------

Fixed charges ..........................................    $ 41.6       $ 41.6
                                                            ======       ======

      Ratio of earnings to fixed charges ...............      5.62         5.24
                                                            ======       ======

</TABLE>


(b)  Reports on Form 8-K

         (i)   The Corporation filed a Current Report on Form
               8-K dated February 17, 1994, which reported the
               Corporation's 1993 audited financial statements
               and management's discussion and analysis.

         (ii)  The Corporation filed a Current Report on Form
               8-K dated February 18, 1994 which reported the
               offering of $100 million principal amount of
               debt securities by the Corporation.


<PAGE>

                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.





                   Kimberly-Clark Corporation
                          (Registrant)





               By:  /s/ John W. Donehower                       
                    ----------------------------------------------------
                    John W. Donehower
                    Senior Vice President and Chief Financial Officer
                    (principal financial officer)




               By:  /s/ Randy J. Vest                           
                    ---------------------------------------------------
                    Randy J. Vest
                    Vice President and Controller
                    (principal accounting officer)



May 11, 1994


<PAGE>