Filed Pursuant to Rules 424(b)(3) and 424(c)

Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration No. 333-43988

(to prospectus dated September 12, 2000)



Liquid Yield Option™ Notes (Zero Coupon - Subordinated) due 2020
The Common Stock Issuable Upon Conversion of the LYONs


     The following represents updated information regarding the selling securityholders listed on the table on pages 26-34 of the prospectus dated September 12, 2000.

Name and Address

Principal Amount at
Maturity of LYONs
Beneficially Owned
That May Be Sold

of LYONs

Number of
Shares of
Common Stock
That May Be
     Sold (1)    

Percentage of
Common Stock
Outstanding (2)

Goldman Sachs and Company
  180 Maiden Ln., 8th Fl.
  New York, NY 10038

     $ 7,825,000 (7)




*Less than 1%.

(1)  Assumes conversion of all of the holder's LYONs at a conversion rate of 7.156 shares of common stock per
       $1,000 principal amount at maturity of the LYONs. However, this conversion rate will be subject to
       adjustment as described under "Description of LYONs - Conversion Rights." As a result, the amount of
       common stock issuable upon conversion of the LYONs may increase or decrease in the future.

(2)  Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using 329,669,427 shares of common stock
       outstanding as of May 26, 2000. In calculating this amount, we treated as outstanding that number of shares
       of common stock issuable upon conversion of all of that particular holder's LYONs. However, we did not
       assume the conversion of any other holder's LYONs.

(6)  Total principal amount of selling securityholders listed is more than $551,450,000 because certain of the
       selling securityholders may have transferred LYONs pursuant to Rule 144A or otherwise reduced their
       position prior to selling pursuant to this Registration Statement. The maximum principal amount of LYONs
       that may be sold under this prospectus will not exceed $551,450,000.

(7)  As of the date of this supplement, $6,825,000 of the $7,825,000 principal amount has been sold.