LAST WILL AND TESTAMENT

                               OF

                 ______________________________


     I, _______________________________, a resident of the County
of ______________, State of _______________, being of sound and
disposing mind, memory and understanding, do hereby make, publish
and declare this to be my Last Will and Testament, hereby
revoking all wills and codicils at any time heretofore made by
me. 

                             ITEM I 

     For information purposes, at the time of this Will, I am
married to ________________________________________, and have
____________ natural born children, namely:_____________________
________________________________________________________________
________________________________________________________________.


                             ITEM II

     I direct that all my legally enforceable debts, funeral
expenses, expenses of my last illness and administrative
expenses, be paid by my Personal Representative from the assets
of my estate as soon as practicable after my death. 

     I direct that all inheritance, transfer, succession and
other death taxes, which may be payable with respect to any
property includible as a part of my gross estate, shall be paid
from my residuary estate, without any apportionment thereof. 


                            ITEM III

     All the rest, residue and remainder of my estate, of every
nature and kind, which I may own at the time of my death, real,
personal and mixed, tangible and intangible, of whatsoever nature
and wheresoever situated, I give, devise and bequeath to my
spouse, ____________________, providing he/she survives me.

     In the event that my spouse shall predecease me, I give and
devise all the rest, residue and remainder of my estate, as
aforesaid, to my children, namely:______________________________
________________________________________________________________
_______________________________________________________________,
equally, share and share alike, or to their issue, in equal
share per stirpes. 


                             ITEM IV

     If any part or principal of my estate shall become
distributable to any beneficiary hereunder who is then under the
age of __________________________ (______) years, my Personal
Representative and Trustee named hereinafter is hereby granted a
power of trust, without bond or other undertaking, to hold and
administer such property for the benefit of such person until
such person shall attain the age of ______________________
(_____) years, to invest or reinvest such property, to collect
the properly allocable thereto, to pay to or apply to the use
and benefit of such person so much of the net income as, in my
Trustee's sole discretion, is deemed appropriate and to
accumulate for the benefit of such person any income not so paid
or applied.  My Trustee is authorized to pay to or apply to the
use and benefit of such person so much of the principal amount
of such person's property and accumulations as is deemed
appropriate in the sole discretion of my Trustee.  Any remaining
principal and income shall be paid to such person when he or she
attains the age of ____________________ (_____) years. 


                             ITEM V

     I appoint my spouse, _________________________, as Personal
Representative of this Will, with full power and authority to
sell, transfer and convey any and all property, real or
personal, which I may own at the time of my death, at such time
and place and upon such terms and conditions as my Personal
Representative may determine, without necessity of obtaining a
court order.  If my spouse does not survive me or if he/she
fails to qualify or, if having qualified should die, resign or
become incapacitated, then in that event I nominate and appoint
_______________________ as successor Personal Representative of
this Will and as trustee of any trusts created by this Will,
with all the powers and duties afforded my Personal
Representative herein. 

     I direct that no Personal Representative or Trustee
nominated and appointed by me shall be required to furnish any
bond or other security for the faithful performance of his or
her duties, notwithstanding any provision of law to the
contrary. 

     IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my seal at the City of ______________________, State of
____________________, this _________ day of ___________________,
19 _____, in the presence of the subscribing witnesses who I
have requested to become attesting witnesses hereto. 



                                  ________________________(SEAL)
                                  Testator/Testatrix

     This instrument was, on the date hereof, signed, published
and declared by _____________________, to be his/her Last Will
and Testament, in our presence and in the presence of each of us
and we, at the same time, at his/her request, in his/her
presence and in the presence of each other, have hereunto signed
our names and addresses as attesting witnesses. 



___________________________  of  ______________________________
Witness                          Address

___________________________  of  ______________________________
Witness                          Address


State of _____________ )
                       ) ss.
County of ____________ )

     We, ________________________, ____________________________
and __________________________, the Testator/Testatrix, and the
witnesses, respectively, whose names are signed to the attached
and foregoing instrument, being first duly sworn, do hereby
declare to the undersigned officer that the Testator/Testatrix
signed the instrument as his/her Last Will and Testament and
that he/she signed voluntarily and that each of the witnesses,
in the presence of the Testator/Testatrix, at his/her request,
and in the presence of each other, signed the Will as a witness
and that to the best of the knowledge of each witness the
Testator/Testatrix was at that time eighteen or more years of
age, of sound mind and under no constraint or undue influence.



                                   _____________________________
                                   Testator/Testatrix


                                   _____________________________
                                   Witness


                                   _____________________________
                                   Witness


     The foregoing instrument was acknowledged by me this ______ 
day of _____________, 19 ____ by:_______________________________
who is/are personally known by me or who has/have produced:_____
______________________ as identification and who did not take an 
oath.


                         ________________________________ (SEAL)
                         Notary Public 
                         State of
My Commission Expires: