May 15, 1989



Mr Wasef-Azar
Managing Director of
Jordan Phosphate Mines Co , Ltd
P O Box 30
Amman, Jordan

                   Re:   Loan No. 2902 JO
                         (Shidiya Phosphate Mine Project)
                         Revisions to the Bank’s Lending Rate System
Dear Sir:

1.   The International Bank for Reconstruction and Development (the
Bank) has revised its lending rate system for new loans, with effect
from July 1, 1989. Specifically, the Bank will now allocate its
borrowings separately: (i) to the funding of its standard variable
interest rate loans and pre-1982 fixed rate loans; and (ii) to the
funding of its investments. Only those borrowings allocated to (i)
will be included in the Cost of Qualified Borrowings on which the
Bank’s standard variable interest rate is based. Further details on
this and other technical changes are provided in the accompanying
letter.

2.   The Bank would permit the revised lending rate system to apply
also to any variable rate loan already approved after July 1, 1982,
by amending the relevant Sections of the Loan Agreement. The above
Loan is eligible for this purpose; the revised language for the Loan
Agreement is set out in the Attachment to this letter.

3.   The Bank hereby agrees to amend the Loan Agreement to read as
set out in the Attachment.   If you wish to amend the Loan
Agreement, kindly confirm the agreement of the Borrower and the
Guarantor to these amendments by signing and dating the confirmation
form on the enclosed copy of this letter and returning it to us for
our files. These amendments will, if you agree, take effect at the
start of the next Interest Period under the Loan following our
receipt of your letter.

                                        Very truly yours,


                                        Ardy J. Stoutjesdijk
                                        Director
                                        Country Department III
                                        Europe, Middle East and
                                        North Africa Region


CONFIRMED

JORDAN PHOSPHATE MINES CO., LTD.             HASHEMITE KINGDOM OF JORDAN

By/s/Wasef Azar
By_________________________
  Authorized Representative                     Authorized Representative
Date: 26/10/1989                             Date: 26/10/1989


                                                  ATTACHMENT
                                                 Page 2 of 2


            "(a)    The Borrower shall pay interest on the principal
      amount of the Loan withdrawn and outstanding from time to
      time, at a rate for each Quarter equal to the Cost of
      Qualified Borrowings determined in respect of the preceding
      Quarter, plus one-half of one percent (1/2 of 1%). On each of
      the dates specified in Section 2.06 of this Agreement, the
      Borrower shall pay interest accrued on the principal amount
      outstanding during the preceding Interest Period, calculated
      at the rates applicable during such Interest Period."

           "(b) As soon as practicable after the end of each
      Quarter, the Bank shall notify the Borrower and the Guarantor
      of the Cost of Qualified Borrowings determined in respect of
      such Quarter."

           "(c) (iii) ’Quarter’ means a three-month period
      commencing on January 1, April 1, July 1 or October 1 in a
      calendar year."
(e)   Notwithstanding the provisions of paragraph (a) of this
      Section, the interest rate for the Interest Period commencing
      in the first Semester of 1989 shall be seven and sixty-five
      hundredths percent (7.65%)."
__________________________________________________________________

NOTE:The amendment under paragraph (d) above makes the following
     changes in paragraphs (a), (b) and (c) (iii) of Section 2.05:

      (i) in paragraph (a), the term "Interest Period" in the first
      sentence is replaced by the term "Quarter" and the word "rate"
      in the second sentence is replaced by the word "rates";
      (ii) the term "Semester", whenever it appears in paragraphs
      (a) and (b), is replaced by the term "Quarter"; and

      (iii) sub-paragraph (c) (iii) replaces the definition of
      "Semester" in its entirety.