April 12, 1994

Linda Faigen
Manager
BCM FCU
One Baylor Plaza
Houston, TX 77030

Re: Voting by Proxy (Your March 29, 1994, Letter)

Dear Ms. Faigen:

Enclosed please find a previous opinion letter from Hattie M. Ulan, Associate General Counsel to Michael Pollard, Esq., dated June 1, 1990, that addresses board members' use of proxies.

I hope that we have been of assistance.

Sincerely,

Richard S. Schulman
Acting Associate General Counsel

Enclosure

GC/MFR:bhs
SSIC 3701
94-0402