Exhibit 4.15 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES The Registrant has various long-term debt agreements which define the rights of the holders of the related debt securities of the Registrant. No agreement with...

                                                                Exhibit 4.15



                   INSTRUMENTS DEFINING THE RIGHTS OF
                SECURITY HOLDERS, INCLUDING INDENTURES



The Registrant has various long-term debt agreements which define the rights of
the holders of the related debt securities of the Registrant.  No agreement with
respect to the Registrant's long-term debt exceeds 10% of total assets, except
the $1.19 billion Credit Agreement dated as of October 21, 1996 (as amended)
(incorporated by reference) and the Indentures dated as of December 15, 1994
(incorporated by reference).  Debt agreements that do not exceed 10% of total
assets have not been filed.  The Registrant agrees to furnish copies of any
unfiled debt agreements to the Commission upon request.




                                            XXXXXXX COMPANIES, INC.     
                                                 (Registrant)




Date     March 20, 1997                     By  Xxxxx X. Xxxxxx
                                                Vice President-Controller
                                                (Principal Accounting Officer)