July 17, 1992

Mr. F. G. Tagao
Sycip, Gorres, Velayo & Co.
P.O. Box 256, Makati Central Post Office
1299 Metro Manila

Sir:

This refers to your letter of March 20, 1992 requesting clarification on the following
statements of the Examiners and Appraisers Department of the SEC relative to conversion
of no par value shares to par value:

1. That no par value shares could be converted into par value shares with a
uniform or common par value provided that the total peso amount of the
outstanding shares after the conversion would remain the same; and

2. That the conversion of no par value shares will not be based or equated with the
actual money contributed but on the latest book value of the no par value shares.

Relative to the first statement, conversion of no par value shares to par value would be
allowable provided there would be no alteration of interest giving rise to a change in the
shareholders' percentage interest in the total assets of the corporation. Thus, if the
conversion would result in the increase in the number of shares, the same should be
allocated to the existing stockholders in proportion to the number of shares held by them
without changing the total peso amount of the total outstanding shares.

Anent the second statement, the latest book value per share or the average issue value per
share will be used as the basis or the ratio for the conversion, in relation to the total issued
value which will remain constant after the conversion. In this way, there will be no variance
to be accounted for after the conversion. In other words, the individual allocation of the
shares as converted shall be based on the average issue value of the no par value shares
and not on the individual actual contribution of the stockholders.

Please be advised accordingly.

Very truly yours,

(SGD.) ROSARIO N. LOPEZ
Chairman