Page 1
December 30, 1996
H.E. Abdulkader Ba-Jamal
Deputy Prime Minister and
Minister of Planning and Development
Ministry of Planning and Development
Republic of Yemen
           Re: Credit No. 2932 YEM
              (Emergency Flood Rehabilitation Project)
              Section 3.01(a) and Paragraph 4 of
              Schedule 4 to the Credit Agreement
Excellency:
    With reference to the above-captioned provisions of the Credit
Agreement between us of even date herewith, we hereby confirm the
implementation arrangements, schedule, and evaluation indicators set
forth in the attachment to this letter.
    In order to achieve the objectives of the Project, the implemen-
tation schedule and evaluation indicators may be revised from time to
time upon agreement between the Borrower and the Association.
    Please confirm your agreement with the foregoing by signing the
form of confirmation below.
                 Very truly yours,
              INTERNATIONAL DEVELOPMENT
                   ASSOCIATION
              By /s/ Salah Darghouth
                  Acting Regional Vice President
                   Middle East and North Africa
CONFIRMED:
REPUBLIC OF YEMEN
By /s/ Mohsin Alaini
     Authorized Representative