NOTICE OF PRIVATE SALE
                             OF COLLATERAL






                                   Date: _






To: _ [Debtor]






     You are hereby notified that after _, 19_, the
undersigned shall sell at private sale the following
Collateral: [Describe]


_


     Said collateral shall be sold to _, [Buyer] for the
amount of $_.
     You will be held liable for any deficiency resulting from
said sale.
     You may redeem this property by paying the amount due and
accrued costs of foreclosure at any time prior to the time of
sale.






                                   Very truly,








______________________________
                                   Secured Party