May 6, 1996

EMPLOYER NAME
EMPLOYER ADDRESS

Dear Payroll Officer:

     This letter  is to  notify you  that I  no  longer  wish  to
participate in  State  and  Federal  Tax  systems  prescribed  in
Subtitles A  & C  of the  Internal Revenue Code and corresponding
provisions of  the Oklahoma  Income Tax  Code (Title 68, Oklahoma
Statutes). Therefore, you will please discontinue deducting State
and Federal income tax, Social Security tax, and other such taxes
from my pay.

     Please consult 26 U.S.C.  3402(p) and attending regulations
at 26 CFR 31.3402(p)-1(b)(2) to verify that deductions prescribed
by the  W-4 Form previously filed effected my side of a voluntary
agreement to  participate in  these tax  programs. At   26 CFR  
3402(f)(2)-1(g), you  will find  that there is no form prescribed
to effect  the revocation  and  notice  of  discontinuation,  but
notice should be given by letter.

     In order to effect the agreement termination, I am obligated
to inform  you that I incurred no liability as a "taxpayer" under
provisions of  Subtitles A  & C  of the  Internal Revenue Code of
1954, as  amended in  1986 and since, and that I do not expect to
incur liability  in the  coming year. I hereby attest that to the
best of  my knowledge  and understanding,  I was  not liable  for
these taxes  last year  nor do  I expect to be made liable in the
current and coming years.

     Please consult  provisions in  Sections 3401 through 3405 of
Vol. 68A  of the  Statutes at  Large (1954),  as this is the true
Internal Revenue  Code. These  statutes clarify that the Internal
Revenue Code  of 1954,  as amended  in 1986  and since, is merely
reorganization of  the Internal  Revenue Code  of 1939, which was
codification of  the Public  Salary Tax  Act of  1939, applicable
only to  officers, agents and employees of the United States. You
will find  in  the  Parallel  Table  of  Authorities  and  Rules,
beginning on  page 751  of the  1995 Index  volume to the Code of
Federal Regulations,  that there  is no supportive regulation for
26 U.S.C.   63,  which defines  "taxable income", so there is no
authority applicable  to the  several States.  Further, you  will
find that  26 U.S.C.   11 is not listed in the Parallel Table of
Authorities and  Rules. This  is significant  as   11 prescribes
corporate income  tax, and  the absence  of the  statute  listing
means no  regulations have been published in the Federal Register
to extend  general application  to the  several  States  and  the
population at  large, corporations  incorporated in  the  several
States included.  Subtitle A  & C  taxes are  mandatory only  for
officers, agents  and employees  of the United States, at defined
at 26 U.S.C.  3401(c), and for agencies of the United States, as
defined at 26 U.S.C.  3401(d), particularized at 5 U.S.C.  102
& 105.

     Further, please  consult 26  CFR, Part  601.401, as the five
pages in  this Subpart clarify that I as an "employee" am to bill
you as  an "employer"  for any  tax overpayment  and that  you in
return are  to bill the Internal Revenue Service for refunds paid
directly to  me. The mandate for an "employee" filing a 1040 Form
for  a   special  refund   of  employment   taxes   (26   CFR   
601.401(d)(4)), is applicable only with respect to foreign-earned
income relating  to employment taxes (see OMB number application,
page 170,  26 CFR,  Part  600-End;  Department  of  Treasury  OMB
numbers published in the Federal Register, November 1995).

     Please  be  advised  that  this  notice  of  termination  is
sufficient to  constitute legal notice, so you have due diligence
obligation to determine and comply with the law.

     Thank  you  for  compliance  with  termination  of  the  W-4
deduction agreement, per 26 CFR  31.3402(p)-1(b)(2).


Regards,

/s/ Your Signature

Your Name [typed]


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