ACKNOWLEDGEMENT OF
                            MODIFIED TERMS






                                   Date: _






To: _






     Reference is made to the contract or order between us
dated _, 19_.
     This letter will acknowledge that the contract is
modified and superseded by the following change in terms:
[Describe changed terms]


_


     Unless we immediately hear from you to the contrary, we
shall assume said modification is mutually agreeable.




                                   Very truly,










                                   _______________________________