Summary of the Differences Between the
                Pooling of Interests and Purchase Methods



Transactions	       Pooling of Interests	     Purchase


General definition     Two or more companies are     One company acquires the  
of method	       united by an exchange of	     net assets of one or more
		       equity securities so that     other companies.
		       the ownership interests
		       in the new entity 
                       continue unchanged.


Transfer of	       Assets and liabilities of     Assets and liabilities are
net assets	       separate companes are	     recorded on books of 
		       recorded on books of the      surviving (combined)
		       surviving (combined)	     corporation at their fair
		       corporation at their book     market values.
		       values.


Recognition	       No goodwill is recorded.	     Goodwill is recorded for
of goodwill					     the difference between the
						     cost and fair market values
						     of the combiner's net
						     identifiable assets.


Transfer of	       Retained earnings of          Retained earnings of
retained earnings      separate companies are        combiner companies are not 
		       carried forward to the        carried forward to the
	               surviving (combined)          surviving (combined) 	
		       corporation.		     corporation.


Recognition	       Income of surviving           Income of surviving
of combined            (combined) corporation        (combined) corporation
net income	       includes income of combiner   includes income of combiner
		       companies from the            companies only since the
		       beginning of the period of    date of the combination.
                       combination.


Recognition of 	       Costs incurred to effect a    Direct costs of the
additional	       combination are expenses of   combination are considered
direct costs	       the combined corporation.     part of the investment
                                                     cost of the purchase. Cost
						     of registering and issuing
						     equity or debt securities
						     usually are charged to
                                                     additional paid-in
                                                     capital, or bond premium 
                                                     and discount.