DISTRIBUTION AGREEMENT"

                XXXXXXXXX, XXXXXX & XXXXXXXX, INC.

                          $1,350,000,000

                        MEDIUM-TERM NOTES

            DUE NINE MONTHS OR MORE FROM DATE OF ISSUE

            AMENDMENT No. 1 TO DISTRIBUTION AGREEMENT


                                                                January 21, 2000


 XXXXXXXXX, XXXXXX & XXXXXXXX
   SECURITIES CORPORATION
 000 Xxxx Xxxxxx
 Xxx Xxxx, Xxx Xxxx 00000


Ladies and Gentlemen:

          We refer to the Distribution Agreement dated April 15, 1999 entered
into in respect of the issue and sale from time to time by Xxxxxxxxx, Xxxxxx &
Xxxxxxxx, Inc. (the "Company") of its Medium-Term Notes described therein (such
agreement, as amended from time to time, the "Agreement") and hereby give you
notice of the Company's intention to increase the aggregate initial offering
price of such Medium-Term Notes from $1,000,000,000 to $1,350,000,000.

          The Distribution Agreement dated April 15, 1999 is hereby amended as
follows:

          (1) The title block heading the Distribution Agreement is hereby
revised to read in its entirety:

                      "XXXXXXXXX, XXXXXX & XXXXXXXX, INC.
                                 $1,350,000,000
                               MEDIUM-TERM NOTES
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE

                            DISTRIBUTION AGREEMENT"




          (2) The figure "$1,000,000,000" in the first sentence is revised to
read "$1,350,000,000"

          This letter is governed by, and shall be construed in accordance with,
the laws of the State of New York, without giving effect to the conflict of
laws provisions thereof.

          Please return to us a copy of this letter signed by an authorized
signatory whereupon you will have consented to the amendment of the Agreement as
 specified herein.

                                        Very truly yours,

                                        XXXXXXXXX, XXXXXX & XXXXXXXX, INC.

                                        By: /s/ Xxxxxxx X. Xxxxxxxxxxx
                                           -------------------------------------
                                           Name:  Xxxxxxx X. Xxxxxxxxxxx
                                           Title: Senior Vice President &
                                                  Treasurer





          We hereby consent to the increase in the aggregate initial offering
price of the Medium-Term Notes and the amendments to the Distribution Agreement
as effected by this Amendment No. 1 To The Distribution Agreement.

                             XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION

                             By: /s/ Xxxxx X. Xxxxxxx
                                ------------------------------------------------
                                Name:  Xxxxx X. Xxxxxxx
                                Title: Managing Director