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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1995.

REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)

38-1185150
(I.R.S. Employer
Identification Number)

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9341 COURTLAND DRIVE, N.E., ROCKFORD, MICHIGAN 49351
(616) 866-5500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

BLAKE W. KRUEGER
General Counsel and Secretary
Wolverine World Wide, Inc.
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503
(616) 752-2133
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
With Copies of Communications to:

DAN BUSBEE
Locke Purnell Rain Harrell
(A Professional Corporation)
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
(214) 740-8000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: / /

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $1 par value............. 1,610,000 $29.50 $47,495,000 $16,378
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(1) Includes up to 210,000 shares which the Underwriters have the option to
purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices per share of Common Stock as
reported on the New York Stock Exchange on October 25, 1995.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED OCTOBER 26, 1995

1,400,000 SHARES

[WOLVERINE LOGO]

COMMON STOCK

All of the 1,400,000 shares of Common Stock offered hereby are being sold
by Wolverine World Wide, Inc. (the "Company").

The Common Stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "WWW." On October 25, 1995, the last sale price
of the Common Stock as reported on the New York Stock Exchange was $29.375 per
share. See "Price Range of Common Stock and Dividends."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Underwriting
Price Discounts and Proceeds to
to Public Commissions(1) Company(2)
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Per Share......................... $ $ $
Total(3).......................... $ $ $
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(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.

(2) Before deducting expenses payable by the Company estimated at $350,000.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 210,000 additional shares of Common Stock solely to cover
over-allotments, if any. If the Underwriters exercise this option in full,
the Price to Public will total $ , the Underwriting Discounts and
Commissions will total $ and the Proceeds to Company will total
$ . See "Underwriting."

The shares of Common Stock are offered by the Underwriters named herein
when, as and if delivered to and accepted by the Underwriters and subject to
their right to reject any order in whole or in part. It is expected that
delivery of certificates representing the shares will be made against payment
therefor at the office of Montgomery Securities on or about November , 1995.

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MONTGOMERY SECURITIES GERARD KLAUER MATTISON & CO., LLC

November , 1995
3

THE HUSH PUPPIES COMPANY

[PHOTOGRAPHS OF PRODUCT ADVERTISEMENTS]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE
PACIFIC STOCK EXCHANGE, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

Caterpillar(R), CAT Design(R) and Walking Machines(R) are registered
trademarks of Caterpillar Inc. Coleman(R) and Coleman and Lantern Design(R) are
registered trademarks of The Coleman Company, Inc. Gortex(R) is a registered
trademark of W.L. Gore & Associates, Inc. Thinsulate(R) is a registered
trademark of 3M Company.
4

WOLVERINE FOOTWEAR GROUP

[PHOTOGRAPHS OF PRODUCT ADVERTISEMENTS]

[LOGO - CAT]

[LOGO - CATERPILLAR]

[LOGO - WOLVERINE BOOTS AND SHOES]

[LOGO - COLEMAN]

[LOGO - WOLVERINE WILDERNESS]

[LOGO - BATES]

TRU-STITCH FOOTWEAR DIVISION

[PHOTOGRAPHS OF PRODUCT ADVERTISEMENTS]
5

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at prescribed rates
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices in New York (7 World Trade Center, Suite 1300, New York, New York 10048)
and Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661). Copies of such material can also be obtained at prescribed
rates by writing to the Securities and Exchange Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's Common
Stock is listed for trading on the New York Stock Exchange and the Pacific Stock
Exchange. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange (20 Broad Street, New
York, New York 10005) and the Pacific Stock Exchange (115 Sansome Street, 2nd
Floor, San Francisco, California 94104).

The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits filed or to be filed in
connection therewith, the "Registration Statement") under the Securities Act of
1933, as amended, with respect to the Common Stock offered hereby. This
Prospectus, which is a part of the Registration Statement, does not contain all
of the information in the Registration Statement, certain portions of which have
been omitted as permitted by the rules and regulations of the Commission.
Statements contained herein as to the contents of any document are necessarily
summaries of such document and, in each instance, reference is made to the copy
of such document filed as an exhibit to the Registration Statement, and each
such statement is qualified in all respects by such reference. The Registration
Statement may be inspected and copied at the places set forth above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following reports, which were filed by the Company with the Commission
under the Exchange Act, are incorporated in this Prospectus by reference: (1)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994; (2) the Company's Quarterly Report on Form 10-Q for the twelve-week
accounting period ended March 25, 1995; (3) the Company's Quarterly Report on
Form 10-Q for the twelve-week accounting period ended June 17, 1995; (4) the
Company's Quarterly Report on Form 10-Q for the twelve-week accounting period
ended September 9, 1995; and (5) the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A, dated April 25,
1986, and the description of the Preferred Stock Purchase Rights associated with
each share of Common Stock contained in the Company's Registration Statement on
Form 8-A, dated May 8, 1987, including any amendments filed for the purpose of
updating such descriptions.

Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering made hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus from the date
of filing of the document. See "Available Information." Any statement contained
in this Prospectus or in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference in this Prospectus modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any and all of the information incorporated in this
Prospectus by reference (other than exhibits to such information which are not
specifically incorporated by reference in such information). Requests for such
information should be directed to Blake W. Krueger, General Counsel and
Secretary, Wolverine World Wide, Inc., 900 Old Kent Building, 111 Lyon Street,
N.W., Grand Rapids, Michigan 49503-2489; telephone: (616) 752-2133.

3
6

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, financial statements and notes thereto, and financial data
appearing elsewhere or incorporated by reference in this Prospectus. Unless
otherwise noted, all information in this Prospectus (i) assumes no exercise of
the Underwriters' over-allotment option and (ii) gives retroactive effect to
three-for-two stock splits of the Common Stock effected as stock dividends on
each of March 21, 1994 and May 1, 1995. The Company's fiscal year ends on the
Saturday closest to December 31.

THE COMPANY

The Company is a leading designer, manufacturer and marketer of a broad
line of quality comfortable casual shoes, rugged outdoor and work footwear, and
constructed slippers and moccasins. Consumers on six continents purchased more
than 26 million pairs of Company branded footwear during fiscal 1994, making the
Company a global leader among U.S. shoe companies in the marketing of branded
non-athletic footwear. The Company's products generally feature contemporary
styling with patented technologies designed to provide maximum comfort. The
products are marketed throughout the world under widely recognized brand names,
including Hush Puppies(R), Wolverine(R), Bates(R), Caterpillar(R) and
Coleman(R). The Company believes that its primary competitive strengths are its
well recognized brand names, broad range of comfortable footwear, patented
comfort technologies, distribution through numerous channels and diversified
manufacturing base.

The Company's footwear is sold under a variety of brand names designed to
appeal to most consumers of non-athletic footwear at numerous price points. The
Company's footwear products are organized under three operating divisions: (i)
The Hush Puppies Company, focusing on comfortable casual shoes, (ii) the
Wolverine Footwear Group, focusing on work, outdoor and lifestyle boots and
shoes and (iii) the Tru-Stitch Footwear Division, focusing on slippers and
moccasins under private labels for third party retailers. The Company's footwear
is distributed domestically to approximately 30,000 department store, footwear
chain, catalog, specialty retailer and mass merchant accounts, as well as 63
Company-owned retail stores. The Company's products are distributed worldwide
through 152 licensees and distributors in over 90 countries. Approximately one
half of the Company's earnings from continuing operations before income taxes is
derived from foreign licensing and distribution arrangements.

The Company, which was organized in 1906 as the successor to a footwear
business established in 1883, began to refocus its marketing, footwear design
and manufacturing strategy in 1992. As a result, global sales of the Company's
brands of footwear increased from approximately 18 million pairs in fiscal 1992
to approximately 26 million pairs in fiscal 1994. In addition, in fiscal 1994,
net sales and other operating income increased by 17.1% to $378.5 million and
net income increased by 44.4% to $16.6 million, compared to fiscal 1993.

Over the past three years, the Company has repositioned its manufacturing
capabilities to add the flexibility necessary to respond to product demand on a
timely and cost effective basis. The Company minimizes capital expenditures and
maximizes quality and manufacturing flexibility by using a combination of its
own facilities and third party foreign manufacturing. The Company also owns and
operates a pigskin tannery, which it believes provides a strategic advantage for
the Company by providing leather using proprietary technology at prices below
those available from other sources.

The Company is a Delaware corporation. The Company's principal executive
offices are located at 9341 Courtland Drive, N.E., Rockford, Michigan 49351. Its
telephone number is (616) 866-5500.

THE OFFERING

Common Stock offered by the Company.......... 1,400,000 shares
Common Stock to be outstanding after
completion of this offering................ 17,844,179 shares(1)
Use of Proceeds.............................. To repay outstanding indebtedness and for
general corporate purposes, including
possible future acquisitions.
New York Stock Exchange and Pacific Stock
Exchange Trading Symbol.................... WWW

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(1) Excludes (a) 1,028,542 shares of Common Stock issuable upon the exercise of
outstanding stock options and (b) 180,499 shares reserved for future
issuance under the Company's equity-based compensation plans as of September
9, 1995. Also excludes 750,000 shares available for future issuance under
the Company's 1995 Stock Incentive Plan.

4
7

SUMMARY CONSOLIDATED FINANCIAL DATA(1)
(In thousands, except per share data)

THIRTY-SIX WEEKS
ENDED
FISCAL YEAR ----------------------
---------------------------------------------------- SEPT. 10, SEPT. 9,
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- -------- -----------
(UNAUDITED)

STATEMENT OF OPERATIONS DATA
Net sales and other operating
income............................. $284,274 $271,622 $282,863 $323,315 $378,473 $237,995 $ 263,080
Cost of products sold................ 199,392 186,309 198,129 227,026 258,818 165,562 184,049
Selling and administrative
expenses........................... 72,397 70,614 72,447 76,543 90,297 57,874 60,138
Operating income..................... 12,485 14,699 12,287 19,746 29,358 14,559 18,893
Restructuring and litigation costs... 16,200 7,500 2,700 -- -- -- --
Earnings (loss) from continuing
operations(2)...................... (4,644) 4,563 4,699 11,754 18,050 7,611 11,601
Net earnings (loss).................. $ (5,721) $ 3,250 $(10,941) $ 11,492 $ 16,598 $ 7,362 $ 11,601
Primary earnings (loss) per share
from continuing operations(2)...... $(.31) $.31 $.32 $.75 $1.10 $.47 $.69
Weighted average number of shares
used for computing earnings (loss)
per share.......................... 15,001 14,735 14,912 15,717 16,358 16,323 16,819

AT SEPT. 9, 1995
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AS
ACTUAL ADJUSTED(3)
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(UNAUDITED)

BALANCE SHEET DATA
Working capital................................................................. $173,483 $ 173,483
Total assets.................................................................... 276,433 276,433
Short-term borrowings, including current maturities............................. 3,056 3,056
Long-term borrowings, less current maturities................................... 80,700 41,981
Stockholders' equity............................................................ 144,958 183,677

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(1) The Company's fiscal year ends on the Saturday closest to December 31,
resulting in some fiscal years including operating results for 53 weeks
instead of the 52 weeks included for most fiscal years. References to fiscal
years by date refer to the fiscal year that includes a majority of the days
of that calendar year; for example, "fiscal 1993" began on January 3, 1993
and ended on January 1, 1994. Financial data for fiscal 1992 reflects
results for 53 weeks of operations. The Company's fiscal year is divided
into four accounting periods. The first three accounting periods of each
year contain 12 weeks. The final accounting period of each year contains 16
or 17 weeks. Although there is a difference in the number of weeks in each
accounting period, the Company generally refers to each accounting period as
a "quarter."

(2) The results from continuing operations exclude discontinued operations and
are before the cumulative effect of accounting changes.

(3) As adjusted to reflect the sale of the 1,400,000 shares of Common Stock
offered hereby and the application of the net proceeds therefrom. See "Use
of Proceeds."

5
8

RISK FACTORS

In addition to the other information contained or incorporated by reference
in this Prospectus, the following factors should be considered carefully in
evaluating the Company and its business before purchasing any of the shares of
Common Stock offered hereby.

Impact of Consumer Spending. The success of the Company's operations
depends to a significant extent upon a number of factors affecting disposable
consumer income, both domestic and foreign, including economic conditions and
factors such as employment, business conditions, interest rates and taxation.
There can be no assurance that the Company's business, results of operations and
financial condition will not be adversely affected by changes in consumer
spending or economic conditions.

Competition; Changes in Consumer Preferences. The Company competes with
numerous other manufacturers and importers of footwear, some of which are larger
and have greater resources than the Company. Product performance and quality,
including technological improvements, product identity, competitive pricing and
the ability to adapt to style changes are all important elements of competition
in the footwear industry. The footwear industry in general is subject to changes
in consumer preferences. The Company strives to maintain and improve its
competitive position through promotion of brand awareness, manufacturing
efficiencies, its tannery operations, and the style, comfort and value of its
products. Future sales by the Company will be affected by its continued ability
to sell its products at competitive prices and to meet shifts in consumer
preferences.

Inventory Management. The Company's ability to manage its inventories
properly is an important factor in its operations. Inventory shortages can
adversely affect the timing of shipments to customers and diminish brand
loyalty. Conversely, excess inventories can result in increased interest costs
as well as lower gross margins due to the necessity of providing discounts to
retailers.

Dependence on Foreign Manufacturers. The Company currently sources
approximately one half of its footwear from third party manufacturers in foreign
countries. As is common in the industry, the Company does not have any long-term
contracts with its foreign footwear manufacturers. There can be no assurance
that the Company will not experience difficulties with such manufacturers,
including reduction in the availability of production capacity, failure to meet
production deadlines or increases in manufacturing costs. Foreign manufacturing
is subject to a number of risks, including work stoppages, transportation delays
and interruptions, political instability, foreign currency fluctuations,
changing economic conditions, expropriation, nationalization, the imposition of
tariffs, import and export controls and other non-tariff barriers and changes in
governmental policies. Any of these events could have an adverse affect on the
Company's business. While the Company has not experienced material losses as a
result of fluctuations in the value of foreign currencies and does not engage in
currency hedging, currency fluctuations could adversely effect the Company in
the future. The Company seeks to diversify its risks by sourcing its products
from a variety of manufacturers in many countries.

Seasonality and Quarterly Fluctuations. The Company's business has been and
is expected to be seasonal, due to consumer spending patterns and higher Easter,
back-to-school and Christmas sales. In 1994, the third and fourth fiscal
quarters together accounted for 61% and 78% of the Company's net sales and other
operating income and net income, respectively. In addition, the Company's fourth
fiscal quarter contains 16 or 17 weeks, compared to 12 weeks for each of the
first three fiscal quarters. Due to the combination of these factors, the
Company's results for interim periods are not necessarily indicative of its
results for the year. In addition to seasonal fluctuations, the Company's
operating results fluctuate quarter to quarter as a result of the timing of
holidays, weather, and timing of large shipments of footwear. The Company's
operating margins also fluctuate according to product mix, cost of materials and
the mix between wholesale and licensing businesses. The Company's quarterly net
sales and other operating income, earnings from continuing operations and net
earnings have increased on a comparative year-to-year basis since the fourth
quarter of 1992. However, there can be no assurance that such increases will
continue or that results of operations will not decrease in any quarterly period
in the future.

Dependence Upon Key Personnel. The Company is dependent on the efforts and
abilities of its senior executive officers, including its President and Chief
Executive Officer, Geoffrey B. Bloom. While the Company believes that its senior
management team has significant depth, the loss of one or more members of senior
executive management could have a material adverse effect on the Company, its
results of operations and financial condition.

6
9

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,400,000 shares of
Common Stock offered hereby (assuming an offering price of $29.375 per share and
after deducting underwriting discounts and commissions and estimated offering
expenses) are estimated to be approximately $38.7 million ($44.6 million if the
Underwriters' over-allotment option is exercised in full). The Company intends
to use the net proceeds from this offering to repay outstanding balances under
its revolving credit facility. The outstanding balance under the revolving
credit facility was $50.0 million as of September 9, 1995, the maximum balance
allowed under the facility. However, based upon the historic seasonal patterns
of the Company's working capital needs, the Company expects that the balance
under the revolving credit facility will be lower immediately prior to the close
of this offering. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."
Interest under the revolving credit facility is payable at variable rates based
on both LIBOR and the prime rate (weighted average rate of 6.6% at September 9,
1995). The revolving credit facility expires on October 13, 1998.

The Company expects to use the remaining proceeds, if any, for general
corporate purposes, including previously approved capital expenditures and
possible acquisitions. Such capital expenditures include approximately $11.0
million to purchase and equip a warehouse in Cedar Springs, Michigan that is
currently under construction and approximately $13.0 million to expand the
Company's corporate headquarters complex. See "Business -- Properties."

The initial reduction of balances under the revolving credit facility will
provide the Company additional capacity to fund its capital expenditures, meet
its working capital obligations and provide financing availability for general
corporate purposes, including possible future acquisitions. It is the Company's
intent to pursue acquisitions that would enhance its current product offerings.
As of the date of this Prospectus, the Company has no agreements, arrangements
or understandings to acquire any other significant businesses. The Company
anticipates drawing down its revolving credit facility after this offering to
meet these capital needs.

Pending such uses, the remaining net proceeds, if any, after repayment of
the outstanding balance under the revolving credit facility will be invested in
short-term, interest-bearing investment grade securities.

7
10

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Common Stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "WWW." The following table sets forth, for the
Company's fiscal quarters indicated, the high and low sales prices of the Common
Stock as reported on the New York Stock Exchange and the cash dividends paid per
share during the periods indicated. In addition to cash dividends, the Company
effected three-for-two stock splits on each of March 21, 1994 and May 1, 1995.
The information in the following table is retroactively adjusted to reflect
those stock splits.

DIVIDENDS
HIGH LOW PAID
------- ------- ---------

FISCAL 1993
First Quarter.................................................. $ 8.779 $ 6.112 $ .0178
Second Quarter................................................. 9.279 7.445 .0178
Third Quarter.................................................. 11.668 7.390 .0178
Fourth Quarter................................................. 14.890 10.612 .0178
FISCAL 1994
First Quarter.................................................. $16.446 $12.890 $ .0178
Second Quarter................................................. 16.251 12.417 .0267
Third Quarter.................................................. 18.084 13.334 .0267
Fourth Quarter................................................. 18.084 13.501 .0267
FISCAL 1995
First Quarter.................................................. $19.168 $15.417 $ .0267
Second Quarter................................................. 24.250 18.918 .0330
Third Quarter.................................................. 28.125 19.625 .0350
Fourth Quarter (price range through October 25, 1995).......... 31.000 25.500 (1)

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(1) The Company declared a dividend of $.035 per share on July 12, 1995 payable
November 1, 1995 to stockholders of record on October 2, 1995. In addition,
on October 5, 1995, the Company declared a dividend of $.035 per share
payable February 1, 1996 to stockholders of record on January 2, 1996.

The closing sales price as reported on the New York Stock Exchange on
October 25, 1995, was $29.375. As of October 24, 1995, there were approximately
1,989 record holders of Common Stock.

Payment of future cash dividends by the Company, if any, will be at the
discretion of the Company's Board of Directors and will depend upon the
consolidated earnings and financial condition of the Company and on such other
factors as the Board of Directors may consider relevant at the time. The Company
has paid cash dividends to its stockholders in each quarter since the beginning
of fiscal 1988.

8
11

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of September 9, 1995, and as adjusted to give effect to the sale of
the Common Stock offered hereby and application of the net proceeds thereof.

SEPTEMBER 9, 1995
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN THOUSANDS)

Short-term borrowings, including current maturities of long-term
borrowings........................................................... $ 3,056 $ 3,056
======== =========
Long-term borrowings, excluding current maturities..................... $ 80,700 $ 41,981
Stockholders' equity:
Common stock, $1 par value: 25,000,000 shares authorized; 17,007,082
shares issued (including treasury shares) (18,407,082 shares, as
adjusted)(1)...................................................... 17,007 18,407
Preferred stock, $1 par value: 2,000,000 shares authorized; none
issued(2)......................................................... -- --
Additional paid-in capital........................................... 21,833 59,152
Retained earnings.................................................... 112,343 112,343
Accumulated translation adjustments.................................. 298 298
Cost of 562,903 shares in treasury (deduct).......................... (6,523) (6,523)
-------- ---------
Total stockholders' equity............................................. $144,958 $ 183,677
-------- ---------
Total capitalization................................................... $225,658 $ 225,658
======== =========

- -------------------------
(1) Shares issued and shares as adjusted exclude (a) 1,028,542 shares of Common
Stock issuable upon the exercise of outstanding stock options, and (b)
180,499 shares reserved for future issuance under the Company's equity-based
incentive plans as of September 9, 1995. Amounts also exclude 750,000 shares
reserved for future issuance under the Company's 1995 Stock Incentive Plan.
For a description of shares of Common Stock reserved for issuance pursuant
to options granted under the Company's stock option plans, see Note G of the
Notes to the Consolidated Financial Statements incorporated herein by
reference from the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

(2) A total of 880,000 shares of Series A Junior Participating Preferred Stock
is reserved for issuance under the Company's Preferred Stock Purchase Rights
Plan. For a description of the Company's Preferred Stock Purchase Rights
Plan and the Company's Series A Junior Participating Preferred Stock, see
Note G of the Notes to the Consolidated Financial Statements incorporated
herein by reference from the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.

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12

SELECTED CONSOLIDATED FINANCIAL DATA(1)

The following selected consolidated financial data for the five fiscal
years ended December 31, 1994, January 1, 1994, January 2, 1993, December 29,
1991, and December 30, 1990, are derived from the Consolidated Financial
Statements of the Company, which have been audited by Ernst & Young LLP. The
consolidated financial data for the thirty-six weeks ended September 9, 1995,
and September 10, 1994, are derived from unaudited consolidated financial
statements. The unaudited consolidated financial statements include all
adjustments, consisting of normal recurring accruals, which the Company
considers necessary for a fair presentation of the financial position and the
results of operations for these periods. Operating results for the thirty-six
weeks ended September 9, 1995, are not necessarily indicative of the results
that may be expected for the entire fiscal year ending December 30, 1995. The
data should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and with the Consolidated
Financial Statements, related notes and other financial information incorporated
by reference herein.

THIRTY-SIX
WEEKS ENDED
FISCAL YEAR --------------------
---------------------------------------------------- SEPT. 10, SEPT. 9,
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- --------- --------
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS DATA
Net sales and other operating
income............................. $284,274 $271,622 $282,863 $323,315 $378,473 $ 237,995 $263,080
Cost of products sold................ 199,392 186,309 198,129 227,026 258,818 165,562 184,049
-------- -------- -------- -------- -------- --------- --------
Gross margin......................... 84,882 85,313 84,734 96,289 119,655 72,433 79,031
Selling and administrative
expenses........................... 72,397 70,614 72,447 76,543 90,297 57,874 60,138
-------- -------- -------- -------- -------- --------- --------
Operating income..................... 12,485 14,699 12,287 19,746 29,358 14,559 18,893
Other expenses (income):
Interest expense................... 3,726 3,464 3,305 4,745 3,981 2,888 3,142
Restructuring and litigation
costs............................ 16,200 7,500 2,700 -- -- -- --
Other-net.......................... (2,828) (2,143) (316) (1,328) (46) 468 (964)
-------- -------- -------- -------- -------- --------- --------
Earnings (loss) from continuing
operations before income taxes..... (4,613) 5,878 6,598 16,329 25,423 11,203 16,715
Income taxes......................... 31 1,315 1,899 4,575 7,373 3,592 5,114
-------- -------- -------- -------- -------- --------- --------
Earnings (loss) from continuing
operations......................... $ (4,644) $ 4,563 $ 4,699 $ 11,754 $ 18,050 $ 7,611 $ 11,601
======== ======== ======== ======== ======== ========= ========
Net earnings (loss)(2)............... $ (5,721) $ 3,250 $(10,941) $ 11,492 $ 16,598 $ 7,362 $ 11,601
======== ======== ======== ======== ======== ========= ========
Primary earnings (loss) per share
from continuing operations(3)...... $(.31) $.31 $ .32 $.75 $1.10 $.47 $.69
Net earnings (loss) per share(3)..... $(.38) $.22 $(.73) $.73 $1.01 $.45 $.69
Fully diluted earnings (loss) per
share(3)........................... $(.38) $.22 $(.73) $.71 $1.00 $.45 $.69
Weighted average number of shares
used for computing earnings (loss)
per share(3)....................... 15,001 14,735 14,912 15,717 16,358 16,323 16,819
BALANCE SHEET DATA (AT PERIOD END)
Working capital...................... $ 94,862 $ 90,239 $ 92,617 $111,206 $125,516 $ 134,868 $173,483
Total assets......................... 185,366 201,488 201,232 205,633 230,151 234,355 276,433
Short-term borrowings, including
current maturities................. 1,996 18,438 22,143 6,680 1,736 3,255 3,056
Long-term borrowings, less current
maturities......................... 34,267 31,596 42,656 44,913 43,482 64,520 80,700
Stockholders' equity................. 107,608 110,385 100,128 112,750 132,524 121,652 144,958

- -------------------------
(1) The Company's fiscal year ends on the Saturday closest to December 31,
resulting in some fiscal years including operating results for 53 weeks
instead of the 52 weeks included for most fiscal years. References to fiscal
years by date refer to the fiscal year that includes a majority of the days
of that calendar year; for example, "fiscal 1993" began on January 3, 1993,
and ended on January 1, 1994. Financial data for 1992 reflects results for
53 weeks of operations. The Company's fiscal year is divided into four
accounting periods. The first three accounting periods of each year contain
12 weeks. The final accounting period of each year contains 16 or 17 weeks.
Although there is a difference in the number of weeks in each accounting
period, the Company generally refers to each accounting period as a
"quarter."

(2) Net earnings (loss) includes losses from discontinued operations, net of
income taxes, related to the disposition of the Company's Brooks athletic
footwear business and its Lamonts Apparel leased shoe department business.

(3) On March 10, 1994, the Company announced a three-for-two stock split on
shares of Common Stock outstanding as of March 21, 1994. On April 19, 1995,
the Company announced a three-for-two stock split on shares of Common Stock
outstanding as of May 1, 1995. All share and per share data have been
retroactively adjusted to reflect these stock splits.

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13

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The Company is a leading global designer, manufacturer, distributor and
marketer of branded, comfort footwear for the entire family. The Company derives
its revenues in the United States primarily from the sale of its footwear
through department stores, footwear chains, catalogs, specialty retailers, mass
merchants and Company-owned outlet stores. The Company derives net sales and
other operating income and net earnings from overseas through a network of
foreign licensees and distributors in approximately 90 countries that license or
distribute the Company's brands. These licensees and distributors are
responsible for sales, marketing and positioning of the Company's brands in
their respective markets. Royalties and license fees are included in the
Company's net sales and other operating income. In addition, the Company is a
licensee of other brands. As a licensee, the Company has been granted the
worldwide rights to manufacture and market certain footwear under the
Caterpillar(R) and CAT Design(R) trademarks, and is also licensed to market
certain footwear throughout the United States, Canada and Japan under the
Coleman(R) trademark. In fiscal 1994, the Company derived from foreign sources
approximately one half of its earnings from continuing operations before income
taxes.

The Company has traditionally sold its products through both wholesale and
retail channels. In fiscal 1990, the Company implemented a strategic plan to
focus the majority of its resources on its wholesale businesses and reduce its
reliance on controlled distribution in its retail business. As a result, the
Company has reduced its retail business from approximately 176 stores operating
under seven different formats in 1990 to 63 stores operating under two formats
at September 9, 1995. These two formats include 51 factory outlet stores and 12
mall-based speciality stores. The Company also adopted a plan in 1994 to
discontinue its operation of leased shoe departments in the Lamonts Apparel
chain and completed the plan in July 1995.

The Company's footwear products are manufactured by the Company and other
entities globally. The Company's manufacturing facilities are located in several
states domestically and in the Dominican Republic, Puerto Rico and Mexico
(collectively, the "Caribbean Basin") and Canada. Two domestic manufacturing
strategies have contributed to the Company's recent record performance. First,
the Company has implemented a "twin plant" concept whereby the labor intensive
cutting and fitting construction of the "upper" is performed at the Company's
facilities in the Caribbean Basin and the technology intensive construction, or
"bottoming," is performed at the Company's domestic facilities. Second, the
Company has also retooled most of its factories since the beginning of fiscal
1993, giving each facility the flexibility to produce a variety of footwear, and
has departed from the industry's historic practice of dedicating a given
facility for production of specific footwear products.

A significant portion of the Company's products are also purchased or
sourced from third parties overseas. The Company has developed a strong internal
sourcing organization and has significant relationships with a variety of
established international manufacturers. As part of its Global Operations Group,
the Company operates a pigskin tannery which manufactures quality leathers for
use in the Company's products and for sale to third parties.

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14

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain selected
statement of operations data expressed as a percentage of net sales.

THIRTY-SIX
WEEKS ENDED
FISCAL YEAR -------------------------
--------------------------- SEPT. 10, SEPT. 9,
1992 1993 1994 1994 1995
----- ----- ----- ---------- ---------
(UNAUDITED)

Net sales and other operating income................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of products sold................................ 70.0 70.2 68.4 69.6 70.0
----- ----- ----- ----- -----
Gross margin......................................... 30.0 29.8 31.6 30.4 30.0
Selling and administrative expenses.................. 25.6 23.7 23.9 24.3 22.9
----- ----- ----- ----- -----
Operating income..................................... 4.4 6.1 7.7 6.1 7.1
Other expenses (income):
Interest expense................................... 1.2 1.5 1.0 1.2 1.2
Restructuring and litigation costs................. 1.0 -- -- -- --
Other-net.......................................... (0.1) (0.4) -- 0.2 (0.4)
----- ----- ----- ----- -----
Earnings from continuing operations before income
taxes.............................................. 2.3 5.0 6.7 4.7 6.3
Income taxes......................................... 0.7 1.4 1.9 1.5 1.9
----- ----- ----- ----- -----
Earnings from continuing operations.................. 1.6 3.6 4.8 3.2 4.4
Loss from discontinued operations, net of income
taxes.............................................. (5.5) (0.1) (0.4) (0.1) --
----- ----- ----- ----- -----
Net earnings (loss).................................. (3.9)% 3.5% 4.4% 3.1% 4.4%
===== ===== ===== ===== =====

Thirty-Six Weeks Ended September 9, 1995 Compared to Thirty-Six Weeks Ended
September 10, 1994

Year-to-date net sales and other operating income for 1995 of $263.1
million compared to $238.0 million recorded for the comparable period of 1994 (a
10.5% increase). The strong performance of the Wolverine Footwear Group
continued, accounting for $21.5 million of the year-to-date increase. Increases
of $4.6 million generated by United States Department of Defense contracts
helped offset a $3.1 million decrease in the Hush Puppies Retail Division, a
result of a 1994 decision to downsize the retail operations. Sales in the Hush
Puppies Wholesale Division remained flat due to the generally difficult retail
environment for apparel and footwear in the United States. The Wolverine
Leathers and Tru-Stitch Footwear Divisions recognized slight sales increases
which are in line with the Company's plan.

Gross margin as a percentage of net sales and other operating income was
30.0% for 1995 compared to 30.4% for 1994. Improved margins were recorded in the
Wolverine Footwear Group through increased licensing revenues and manufacturing
and sourcing efficiencies. The Wolverine Leathers Division continued its strong
performance reporting a year-to-date $1.8 million gross margin increase. The
increase in gross margin was achieved by significant reductions in fixed costs,
a shift in product mix to higher value added products and price adjustments.
These improvements were offset by decreases in the Hush Puppies Wholesale and
Retail Divisions, resulting from the continued soft retail climate which impacts
both initial wholesale margins and retail promotional pricing requirements.

Selling and administrative costs of $60.1 million (22.9% of net sales and
other operating income) in 1995 compared to $57.9 million (24.3% of net sales
and other operating income) in 1994. Year-to-date selling, advertising and
distribution costs associated with the increased sales volume combined with
advertising and promotional investments for the Wolverine(R) brand accounted for
$4.3 million of the increase. Offsetting decreases in direct selling costs were
reported in the Hush Puppies Retail Division totaling $0.9 million, which were
due to the strategic repositioning and downsizing of the Hush Puppies Retail
Division. Hush Puppies Wholesale Division distribution costs have decreased 13%
from $3.1 million to $2.7 million, reflecting the implementation of a new
incentive wage program designed to reduce costs through increased productivity.

Year-to-date interest expense for 1995 and 1994 was $3.1 million and $2.9
million, respectively. The 1995 interest expense totals reflect an increase in
borrowings outstanding partially offset by reduced senior debt

12
15

interest rates and average borrowing costs. Increased borrowings were needed to
fund working capital requirements associated with sales growth.

The effective income tax rate on net earnings from continuing operations
decreased on a year-to-date basis in 1995 from 1994 levels (30.6% compared to
32.1%). The effective tax rate reflects the anticipated annualized rate for the
Company giving consideration to the non-taxable net earnings of the Company's
Caribbean operations.

Net earnings from continuing operations of $11.6 million ($0.69 per share)
in 1995 compared with earnings of $7.6 million ($.47 per share) for the same
period of 1994. Increased earnings from continuing operations are primarily a
result of the items noted above.

Fiscal 1994 Compared to Fiscal 1993

Net sales and other operating income from continuing operations for fiscal
1994 of $378.5 million compare with $323.3 million for fiscal 1993, a 17.1%
increase. This increase was primarily the result of record sales in the
Wolverine Footwear Group and the Tru-Stitch Footwear Division. Additionally,
strong sales increases occurred in The Hush Puppies Company and the Wolverine
Leathers Division.

The Wolverine Footwear Group's record sales were fueled by a 31.9% increase
in the domestic and international work and sport boot divisions. This increase
was offset by a 6.1% decrease in the Bates Division. The work and sport boot
gains continue to reflect superior product characteristics and the continued
trend toward utilizing these products for everyday use. The reduced shipments in
the Bates Division reflect the continued downsizing of the United States
military and reduced demand in export markets.

The Tru-Stitch Footwear Division reached record net sales by recording a
23.9% increase over record fiscal 1993 levels. The increase resulted from
further increases in catalog accounts and a full year of operations of the B & B
Shoe Company, which was acquired in fiscal 1993.

The Hush Puppies Company recorded an 11.1% increase in volume for the year
with all operating groups reporting an increase. The brand repositioning which
began in fiscal 1992 continued to have a positive impact on the domestic
wholesale business and contributed to gains in the international and retail
operations. Despite the closing of thirty stores during the year, the retail
operations reported a 4.6% sales increase.

The Global Operations Group recorded increased net sales in the Wolverine
Leathers Division while its contract sales remained flat. The Wolverine Leathers
Division recorded a revenue increase of 23.2% which reflects the opportunities
created from increased pricing pressure on cowhide prices. This increase was
obtained despite the actions taken to reduce its product offerings and to focus
on high margin products.

Gross margins increased to 31.6% in fiscal 1994 compared to 29.8% in fiscal
1993. Pricing pressures continue on both the wholesale and retail level and cost
increases on raw materials occurred throughout the Company during the year.
Despite these pressures, the Company was able to improve its margins by
increasing manufacturing efficiencies, providing improved sourcing to the
wholesale groups and capitalizing on increased production levels which provides
incremental absorption of overhead costs. These benefits are expected to
continue and should provide the Company with the ability to maintain its value
pricing position.

Selling and administrative expenses increased $13.8 million in fiscal 1994
and, as a percentage of net sales, rose to 23.9% in fiscal 1994. This increase
was a result of increased investment spending in the Company's core brands as
advertising and marketing expenses of The Hush Puppies Company and the Wolverine
Footwear Group increased 40.3% on a combined basis. Additionally, normal cost
increases occurred in conjunction with the growth of the Company and employee
profit-sharing costs increased as the overall profitability of the Company
improved.

Interest expense of $4.0 million was down in fiscal 1994 from the $4.7
million reported in fiscal 1993. The reduction resulted from reduced average
borrowings during the year and a more favorable interest rate on the Company's
long-term borrowings which resulted from the issuance of replacement senior
debt.

13
16

The fiscal 1994 effective income tax rate on continuing operations of 29.0%
increased from 28.0% in fiscal 1993. The reduction from the federal statutory
rates of 35% was principally a result of non-taxable earnings of the Company's
Caribbean operations.

Earnings from continuing operations of $18.1 million ($1.10 per share) for
fiscal 1994 reflect a 53.6% increase over earnings of $11.8 million ($.75 per
share) reported for fiscal 1993. In fiscal 1994, the Company recorded a loss
from discontinued operations of $1.5 million ($.09 per share), net of income
taxes, to reflect the costs associated with the exiting of its Lamonts Apparel
leased shoe department business.

Primary earnings per share of $1.01 for fiscal 1994 compare to $.73 per
share for fiscal 1993. Fully diluted earnings per share of $1.00 and $.71 were
reported for fiscal 1994 and fiscal 1993, respectively.

Fiscal 1993 Compared to Fiscal 1992

Net sales and other operating income from continuing operations for fiscal
1993 were $323.3 million compared to $282.9 million for fiscal 1992. This 14.3%
increase was driven by record sales in the Wolverine Footwear Group and the
Tru-Stitch Footwear Division. The Hush Puppies Company also recorded a healthy
sales increase during the year. These increases were partially offset by a
decrease in the Wolverine Leathers Division sales.

Domestically, the Wolverine Footwear Group posted a sales increase of 31.5%
which was the second year in which the sales gain exceeded 30%. The continued
success of Wolverine(R) DuraShocks(R) boots and the introduction of Wolverine
Wilderness(R) products to the market place were the primary factors contributing
to the sales gain. Increased marketing efforts to promote the Wolverine(R) Work
Boot products also contributed to the sales gains.

A 16.2% increase in net sales was realized by the Bates Division of the
Wolverine Footwear Group. While the United States military continued to
downsize, the comfort characteristics of Bates(R) brand footwear continues to
gain acceptance and the durability of the product made Bates(R) products number
one in this category.

The Tru-Stitch Footwear Division reached record sales with a 20.7% increase
for the year. The prominent position of its products in the market through all
distribution channels and the addition of B & B Shoe Company, which produces
generally lower priced products, continued to allow the Tru-Stitch Footwear
Division to grow its business.

While The Hush Puppies Company did not reach record sales volumes, it did
post an increase of 5.3%. The repositioning and revitalization of the brand
which began in fiscal 1992 had a positive impact. Retail and consumer acceptance
for the product was apparent as the division's reorder business for the year was
strong.

The Wolverine Leathers Division began resizing during the third quarter of
1993. The primary focus was to retract the business into high margin areas where
the business can perform profitably. The volume was reduced and this combined
with other actions is expected to allow the division to regain its profitability
as it focuses on the higher value added product in its offerings.

Gross margins as a percentage of net sales decreased to 29.8% in fiscal
1993 from 30.0% in fiscal 1992. The emphasis of value priced product in the
market place continues to place pressures on wholesale and retail price points.
The Company maximized its pricing positions when superior products were
available, such as Wolverine(R) DuraShocks(R) and Tru-Stitch(R) brand slippers,
but was very cautious in raising prices in a competitive market in order to
increase gross margin levels. A significant benefit, which improved the
Company's gross margin levels, was the manufacturing efficiencies realized in
the domestic facilities. This, combined with the Company's low cost import
operations, provided the Company with product which was priced attractively.

Selling and administrative expenses for fiscal 1993 were 23.7% of net sales
compared to 25.6% of net sales in fiscal 1992. While the expenses were reduced
as a percentage of net sales, the expenses increased $4.1 million. The increase
was primarily a result of increased commissions due to higher volume, the impact
of intensified marketing and promotional campaigns, and employee profit-sharing
programs. The overhead

14
17

reduction plan which was announced in the fourth quarter of fiscal 1992 was
successful and the initial target of $3.0 million of savings was exceeded by
over $1.0 million.

Interest expense of $4.7 million for fiscal 1993 reflects a $1.4 million
increase over fiscal 1992. However, fiscal 1992 interest expense did not include
interest expense of $2.6 million associated with discontinued operations.
Overall, interest expense was reduced by $1.1 million as a result of the
reduction in debt levels.

Other expenses in fiscal 1992 included a charge of $2.7 million associated
with the reduction in corporate staff and the write-down of certain intangible
assets.

The fiscal 1993 effective income tax rate on continuing operations of 28.0%
compared to 28.8% in fiscal 1992. The reduction from the statutory federal rate
of 35% was principally a result of non-taxable earnings of the Company's
Caribbean operations.

Earnings from continuing operations of $11.8 million for fiscal 1993
reflect a 151% increase over fiscal 1992 earnings of $4.7 million.

The Company incurred costs associated with the operating losses of the
Brooks athletic footwear business and Lamonts Apparel leased shoe department
business in fiscal 1993 and fiscal 1992. The losses associated with the disposal
of these operations totaled $0.3 million in 1993 and $14.9 million in 1992.
Additionally, the Company elected to adopt SFAS No. 109 ("Accounting for Income
Taxes") and SFAS No. 106 ("Employers Accounting for Post-retirement Benefits
Other Than Pensions") which resulted in a net charge to earnings of $0.8 million
in fiscal 1992.

Net earnings of $11.5 million ($.73 per share) for fiscal 1993 compared to
a net loss of $10.9 million ($.73 per share) for fiscal 1992. The change
reflected the significant progress made in the core business units of the
Company and the improvements resulting from the divestiture of the Brooks
athletic footwear business.

SEASONALITY AND QUARTERLY COMPARISONS

Retail sales in the footwear and apparel industries are seasonal. The
Company's peak selling seasons are during the Easter, back-to-school and
Christmas periods. The Company's sales and profits have traditionally been
higher in the second half of the year. Due to the seasonal nature of its sales,
the Company experiences fluctuation in levels of working capital. The Company
finances its working capital needs through internal financing and through a
revolving credit facility with independent lenders. The Company expects the
seasonal sales and earnings pattern to continue in future years.

The Company's fiscal year is divided into four accounting periods. The
first three accounting periods of each year contain 12 weeks. The final
accounting period of each year contains 16 or 17 weeks. Although there is a
difference in the number of weeks in each accounting period, the Company
generally refers to each accounting period as a "quarter." In addition, the
Company's fiscal year ends on the Saturday closest to December 31, resulting in
some fiscal years including operating results for 53 weeks instead of the 52
weeks included for most fiscal years. This difference in the number of weeks
contained in each quarter combined with the seasonal nature of the Company's
sales cause significant differences in sales and earnings data from quarter to
quarter. These differences, however, follow a similar pattern from year to year.
The following table sets forth certain quarterly consolidated statement of
operations data for the periods presented. This quarterly information is
unaudited and has been prepared on the same basis as the annual consolidated
financial statements and, in management's opinion, reflects all adjustments
(consisting only of normal recurring

15
18

accruals) necessary to present fairly the information set forth therein. The
operating results for any quarter are not necessarily indicative of results for
any future period.

FISCAL 1993 FISCAL 1994 FISCAL 1995
--------------------------------------- ---------------------------------------- ----------------------------
QUARTER ENDED QUARTER ENDED QUARTER ENDED
--------------------------------------- ---------------------------------------- ----------------------------
MAR. 27, JUNE 19, SEPT. 11, JAN. 1, MAR. 26, JUNE 18, SEPT. 10, DEC. 31, MAR. 25, JUNE 17, SEPT. 9,
1993 1993 1993 1994 1994 1994 1994 1994 1995 1995 1995
-------- -------- --------- -------- -------- --------- --------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales and
other operating
income......... $64,099 $ 63,585 $78,820 $116,811 $66,766 $79,319 $91,910 $140,478 $76,331 $ 86,289 $100,460
Operating
income......... 2,057 2,818 4,083 10,788 2,878 4,998 6,683 14,799 3,875 6,318 8,700
Earnings from
continuing
operations..... 825 1,119 2,092 7,718 1,391 2,463 3,757 10,439 2,497 3,897 5,207
Net earnings..... 700 1,084 2,048 7,660 1,291 2,384 3,687 9,236 2,497 3,897 5,207
Primary earnings
per share from
continuing
operations..... .05 .07 .14 .49 .09 .15 .23 .63 .15 .23 .31

LIQUIDITY AND CAPITAL RESOURCES

Accounts receivable of $85.6 million at September 9, 1995 reflect an
increase of $14.0 million and $14.9 million over the balances at September 10,
1994 and December 31, 1994, respectively. Inventories of $110.4 million at
September 9, 1995 reflect an increase of $26.0 million and $31.4 million over
the balances at September 10, 1994 and December 31, 1994, respectively. The
increases in accounts receivable were directly related to increased net sales
and other operating income. Inventories were increased to meet anticipated
future demand in both wholesaling and manufacturing. At September 9, 1995, order
backlog was approximately 23% higher than order backlog at September 10, 1994,
supporting the need for increased inventories. Fourth quarter shipments are
expected to reduce inventories to levels which will be commensurate with the
growth of the Company's wholesale businesses.

Other current assets totaling $14.9 million at September 9, 1995 were
unchanged from December 31, 1994 levels and were $4.0 million higher than the
September 10, 1994 balance. The increases were primarily a result of the current
portion of notes receivable from the 1992 disposition of the Brooks athletic
footwear business becoming classified as a current asset.

Total interest bearing debt of $83.8 million at September 9, 1995 compared
to $67.8 million and $45.2 million at September 10, 1994 and December 31, 1994,
respectively. The increase in debt since December 31, 1994 was a result of the
seasonal working capital requirements of the Company. The increase over
September 10, 1994 was primarily attributable to additional investment in
inventories to meet anticipated sales demand in the last quarter of 1995. The
Company typically experiences its peak borrowing levels in September or October.
The Company is currently examining its long term capital requirements and
anticipates that the proceeds of this offering along with the Company's existing
revolving credit facility will be sufficient to fund the Company's capital
expenditures and working capital needs through 1996.

The Company's increased investments in capital improvements have resulted
in a $1.3 million increase in depreciation expense for year-to-date 1995 over
the same period of 1994. These capital investments reflect the ongoing
integration of manufacturing facilities and refurbishment of a corporate office
building.

The Company issued $30.0 million of senior debt during the third quarter of
1994 with an interest rate of 7.81%. Proceeds were used to pay $21.4 million of
existing 10.40% senior debt and to reduce balances outstanding under the
revolving credit facility.

INFLATION

The Company does not believe that inflation has materially affected
earnings during the past three years.

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19

BUSINESS

GENERAL

The Company's footwear is sold under a variety of brand names designed to
appeal to most consumers of non-athletic footwear at numerous price points. The
Company's footwear products are organized under three operating divisions: (i)
The Hush Puppies Company, focusing on comfortable casual shoes, (ii) the
Wolverine Footwear Group, focusing on work, outdoor and lifestyle boots and
shoes and (iii) the Tru-Stitch Footwear Division, focusing on slippers and
moccasins under private labels for third party retailers. The Company's footwear
is distributed domestically to approximately 30,000 department store, footwear
chain, catalog specialty retailer and mass merchant accounts, as well as 63
Company-owned retail stores. The Company's products are distributed worldwide
through 152 licensees and distributors in over 90 countries. Approximately one
half of the Company's earnings from continuing operations before income taxes is
derived from foreign licensing and distribution arrangements.

PRODUCTS

The Company's product offerings include casual, dress, work and uniform
shoes, and work, sport and uniform boots as well as constructed slippers and
moccasins. Footwear is offered by the Company under many recognizable brand
names including Hush Puppies(R), Wolverine(R), Bates(R), Caterpillar(R) and
Coleman(R). The Company also manufactures constructed slippers and moccasins and
markets them on a private label basis through its Tru-Stitch Footwear Division.
Through its manufacturing facilities and third-party contractors, the Company
combines quality materials and skilled workmanship from around the world to
produce footwear according to its specifications.

The Company's footwear products are organized under three operating
divisions: The Hush Puppies Company, the Wolverine Footwear Group, and the
Tru-Stitch Footwear Division. In addition, the Company produces pigskin leathers
under its Global Operations Group.

The Hush Puppies Company. The Company believes that Hush Puppies'(R)
38-year heritage as a pioneer of comfortable casual shoes positions the brand to
capitalize on the global trend toward more casual workplace and leisure attire.
The diverse product line includes numerous styles for both work and casual wear,
utilizes comfort features, such as the Comfort Curve(R) sole and patented
Bounce(R) technology, and is marketed under the advertising theme "We Invented
Casual(TM)".

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20

[LOGO] During 1992, the Company implemented a
strategy to reposition the Hush Puppies(R)
brand to update its global image and appeal.
The repositioning contributed to more than 15
million pairs of Hush Puppies(R) being shipped
in 1994, a 17% increase in units over the prior
year. Hush Puppies(R) shoes are sold to men,
women and children in 71 countries and are
distributed through a multi-tiered network of
department stores, specialty retailers,
catalogs and Company-owned stores.

The Wolverine Footwear Group. The Wolverine Footwear Group is one of the
world's largest work and outdoor footwear companies, encompassing multiple
brands designed with performance and comfort features to serve a variety of
work, outdoor and lifestyle functions. The Wolverine(R) brand, which has been in
existence for 112 years, is identified with performance and quality and includes
products bearing the names Wolverine(R), Wolverine Wilderness(R) and Wolverine
Sportsman(TM). The Wolverine Footwear Group also includes the Bates(R),
Caterpillar(R) and Coleman(R) product lines. Patented technologies and designs,
such as the DuraShocks(R) and Hidden Tracks(TM) systems, and the use of quality
materials and components contributed to a 22% increase in net sales and other
operating income for the Wolverine Footwear Group in fiscal 1994.

[LOGO] Wolverine Boots and Shoes. The Company believes
the Wolverine(R) brand has built its reputation
by making quality, durable and comfortable work
boots and shoes. The development of
DuraShocks(R) technology allowed the
Wolverine(R) brand to introduce a broad line of
work footwear with a focus on comfort.
Wolverine(R) boots are guaranteed to be "The
World's Most Comfortable Boot or Your Money
Back.(C)" Wolverine(R) brand work boots and
shoes, including steel toes, target male and
female industrial and farm workers and are
distributed through department stores and
speciality and independent retailers.

[LOGO] Wolverine Wilderness. The Wolverine
Wilderness(R) line introduced DuraShocks(R)
technology and other comfort features to
products designed for rugged outdoor use. This
broad product line includes all-terrain sport
boots, walking shoes, trail hikers, rugged
casuals and outdoor sandals. The line targets
active lifestyles and is distributed through
department stores and specialty and independent
retailers.

[LOGO] Wolverine Sportsman. The Company's Wolverine
Sportsman(TM) boots target hunters, fishermen
and other active outdoor users. Warmth,
waterproofing and comfort are achieved through
the use of Gortex(R), Thinsulate(R) and the
Company's DuraShocks(R) brand technologies. The
Wolverine Sportsman(TM) line is sold through
specialty retail and catalog distribution
channels that serve hunting and fishing
enthusiasts.

[LOGO] Bates. The Company's Bates Division is an
industry leader in supplying footwear to
military and civilian uniform users. The Bates
Division utilizes DuraShocks(R) and other
proprietary comfort technologies in the design
of its military-style boots and oxfords.
Civilian uniform uses include police, postal,
restaurant and other industrial occupations.
Bates Division products are also distributed
through specialty retailers and catalogs.

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[LOGO] Caterpillar. The Company has been granted the
exclusive worldwide rights to manufacture,
market and distribute certain footwear and
related accessories under the Caterpillar(R),
CAT Design(R) and other trademarks. The Company
believes the association with Caterpillar(R)
equipment enhances the reputation of its boots
for quality, ruggedness and durability. In
1994, the first year of the Company's license,
the Company took orders for 3 million pairs of
Caterpillar(R) boots, approximately 70% for
overseas markets. The diversity of the product
line and strong recognition of the
Caterpillar(R) brand name allow the Company to
distribute products through a wide variety of
channels, including mass merchants, department
stores and independent retailers. These
products are primarily targeted at work and
industrial users.

[LOGO] Coleman. The Company has been granted the
exclusive rights to manufacture, market,
distribute and sell certain outdoor footwear
under the Coleman(R) brand in the United
States, Japan and Canada. Coleman(R) brand
footwear products include lightweight hiking
boots, rubber footgear and outdoor sandals,
which are sold primarily at value-oriented
prices through mass merchants.

The Tru-Stitch Footwear Division. Through the Tru-Stitch Footwear Division,
the Company is the leading supplier of constructed slippers in the United
States.

[LOGO] The styling of Tru-Stitch(R) footwear
reflects consumer demand for the "rugged
indoor" look by using natural leathers such as
moosehide, shearling and suede in constructed
slipper and indoor and outdoor moccasin
designs. The Company designs and manufactures
constructed slippers and moccasins on a
private label basis according to customer
specifications. Such products are manufactured
for leading United States retailers and
catalogs, such as Nordstrom, J.C. Penney, L.L.
Bean, Eddie Bauer and Lands' End.

The Wolverine Leathers Division. The Company's Global Operations Group
includes the Wolverine Leathers Division, the largest domestic tanner of
pigskin, primarily for use in the footwear industry.

[LOGO] Wolverine Leathers(R) brand products are
manufactured in the Company's pigskin tannery
located in Rockford, Michigan. The Company
believes these leathers offer superior
performance and cost advantages over cowhide
leathers. The Company's waterproof, stain
resistant and washable leathers are featured
in all of the Company's domestic footwear
lines and many products offered by the
Company's international licensees.

MARKETING

The Company's overall marketing strategy is to develop brand-specific plans
and related promotional materials for the United States market which foster a
differentiated and globally consistent image for each of the Company's core
brands. Each brand group within the Company has its own marketing personnel who
develop the marketing strategy for products within that group. Domestic
marketing campaigns target both the Company's retail accounts and consumers, and
strive to increase overall brand awareness for the Company's products. The
Company's advertisements typically emphasize the comfort and quality of its
footwear, in addition to durability, functionality and other performance
aspects. Components of the brand-specific plans

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include print, radio and television advertising, in-store point of purchase
displays, Shop-in-Shop design, promotional materials, and sales and technical
floor assistance.

The Company's brand groups provide its international licensees and
distributors with creative direction and materials to convey consistent messages
and brand images. Examples of assistance provided by the Company to its
licensees and distributors are (i) direction concerning the categories of
footwear to be promoted, (ii) photography and layouts, (iii) broadcast
advertising, including commercials and film footage, (iv) point of purchase
presentation specifications and blueprints, (v) sales materials, and (vi)
consulting concerning retail store layout and design.

Three global advertising campaigns are currently underway to enhance brand
position and awareness.

- "We Invented Casual"(TM) positions the Hush Puppies(R) brand as a
pioneer in developing comfortable casual footwear for the family.

- "Works Like Hell, Feels Like Heaven"(TM) highlights the Wolverine(R)
brand's performance and comfort characteristics in the work boot and
shoe category.

- "Walking Machines, The Toughest Equipment On Earth(C)" identifies
Caterpillar(R) brand products with the performance and reputation of
their heavy equipment namesakes.

The Company believes the strengths of its brand names provide a competitive
advantage. In support of this belief, the Company has significantly increased
its expenditures on marketing and promotion to support the position of its
products and enhance brand awareness.

DOMESTIC SALES AND DISTRIBUTION

The Company uses a wide variety of distribution channels to distribute its
products. To meet the diverse needs of its broad customer base, the Company uses
three primary distribution strategies.

- Traditional wholesale distribution is used to service department
stores (such as J.C. Penney, Sears and Nordstrom), large footwear
chains (such as Famous Footwear and Chernin's), specialty retailers,
catalogs and independent retailers. A dedicated sales force and
customer service team, advertising and point of purchase support and
in-stock inventories are used to service these accounts.

- Volume direct programs provide branded and private label footwear at
competitive prices with limited marketing support. These programs
service major retail, mail order and government customers.

- First cost agreements are primarily utilized to furnish brands
licensed by the Company to mass merchants (such as Wal*Mart) on a
royalty basis.

In addition to its wholesale activities, the Company operated 63 domestic
retail shoe stores as of September 9, 1995, under two formats, consisting of
factory outlet stores and mall-based speciality stores. In fiscal 1990, the
Company implemented a strategic plan to focus the majority of its resources on
its wholesale businesses. As a result, the Company's retail operations were
significantly downsized and repositioned from 176 stores operating under seven
formats in 1990 to the current store base. The Company expects the scope of its
retail operations to remain relatively consistent in the foreseeable future.
Most of the Company's 51 factory outlet stores carry a large selection of first
quality Company branded footwear at a discount to conventional retail prices.
The 12 regional mall-based full service, full price Hush Puppies(R) Specialty
Stores feature a broad selection of men's and women's Hush Puppies(R) brand
footwear and are used by the Company to test new styles and merchandizing
strategies. The Company also adopted a plan in 1994 to discontinue its operation
of leased shoe departments in the Lamonts Apparel chain and completed the plan
in July 1995.

A broad distribution base insulates the Company from dependence on any one
customer. No customer of the Company accounted for more than 10% of the
Company's net sales and other operating income in fiscal 1994.

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GLOBAL LICENSING

Approximately one half of the Company's earnings from continuing operations
before income taxes is derived from foreign licensing and distribution
arrangements. The Company derives royalty income from licensing the Hush
Puppies(R), Wolverine(R), Wolverine Wilderness(R), and other trademarks to
domestic and foreign licensees for use on footwear and related products. The
Company, as a licensee, sells footwear bearing the Caterpillar(R) and Coleman(R)
trademarks through foreign distributors. Licensing and distributing enables the
Company to develop international markets without the capital commitment required
to maintain inventories or fund localized marketing programs. In fiscal 1994,
the Company's foreign licensees and distributors sold an estimated 11.5 million
pairs of footwear, an increase from approximately 8.6 million pairs sold in
fiscal 1993.

The Company continues to develop a global network of licensees and
distributors to market its footwear brands. The Company assists in designing
products that are appropriate to each foreign market but are consistent with the
global brand position. The licensees and distributors then either manufacture
their own product or purchase goods from either the Company or third-party
manufacturers. Each licensee and distributor is responsible for the marketing
and distribution of the Company's products. See "-- Marketing."

MANUFACTURING AND SOURCING

Although approximately one half of the Company's product line is purchased
or sourced from third parties, the remainder is produced at Company-owned
facilities. The Company's footwear is manufactured in several domestic and
certain related foreign facilities located in Michigan, Arkansas, New York, the
Caribbean Basin and Canada. The Company has implemented a "twin plant" concept
whereby the labor intensive cutting and fitting construction of the "upper" is
performed at the Company's facilities in the Caribbean Basin and the technology
intensive construction, or "bottoming," is performed at the Company's domestic
facilities.

The Company has retooled most of its factories since the beginning of
fiscal 1993, giving each facility the flexibility to produce a variety of
footwear, and has departed from the industry's historic practice of dedicating a
given facility for production of specific footwear products. The traditional
dedication of facilities at times caused internal conflicts in manufacturing
capacity and did not permit the Company to quickly respond to changes in market
preference and demand. The Company now produces various products for both men
and women in most of its domestic facilities, providing greater flexibility for
the Company to respond to both market and customer-specific demand.

The Company sources certain footwear from a variety of foreign
manufacturing facilities in the Asia-Pacific region, Central and South America
and Europe. The Company maintains technical offices in the Asia-Pacific region
to facilitate the sourcing and importation of quality footwear. The Company has
established guidelines for each of its third-party manufacturers in order to
monitor product quality, labor practices, and financial viability.

The Company's domestic manufacturing operations allow the Company to (i)
reduce its lead time, enabling it to quickly respond to market demand and reduce
inventory risk, (ii) lower freight and shipping costs and (iii) closely monitor
product quality. The Company's foreign manufacturing strategy allows the Company
to (i) benefit from lower labor costs, (ii) source the highest quality raw
materials from around the world and (iii) avoid additional capital expenditures
necessary for factories and equipment. The Company believes that its overall
global manufacturing strategy gives the Company maximum flexibility to properly
balance the need for timely shipments, high quality products and competitive
pricing.

The Company owns and operates a pigskin tannery, which is one of the
premier tanners of quality leather for the footwear industry. The Company and
its licensees receive virtually all of their pigskin requirements from the
tannery. The Company believes the tannery provides a strategic advantage for the
Company by producing leather using proprietary technology at prices below those
available from other sources.

The Company's principal required raw material is quality leather, which it
purchases primarily from a select group of domestic suppliers, including the
Company's tannery. The global availability of shearling and cowhide leather
eliminates any reliance by the Company upon a sole supplier. However, the
Company currently purchases the vast majority of the raw pigskins used in a
significant portion of its pigskin footwear from a single domestic source, which
has been a reliable and consistent supplier for over 30 years. The

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Company purchases all of its other raw materials and component parts from a
variety of sources, none of which is believed by the Company to be a dominant
supplier.

TRADEMARKS, LICENSES AND PATENTS

The Company holds a number of registered and common law trademarks that
identify its products. The trademarks that are most widely used by the Company
include Hush Puppies(R), Wolverine(R), Wolverine Wilderness and Sun Design(R),
Bates(R), DuraShocks(R), Bounce and Design(R), Comfort Curve(R), Tru-Stitch()@,
and Sioux Mox(R). The Company is licensed to market certain footwear under the
Coleman(R) trademark in the United States and Canada and in Japan pursuant to
agreements extending through December 31, 2000, and June 30, 1999, respectively.
The Company is also licensed to market certain footwear throughout the world
under the Caterpillar(R) and CAT Design(R) trademarks pursuant to an agreement
that extends through December 31, 1999. Pigskin leather produced by the Company
is sold under the trademarks Wolverine Leathers(R), All Weather Leathers(TM) and
Satin Suede(TM).

The Company believes that its products are identified by consumers by its
trademarks and that its trademarks are valuable assets. The Company is not aware
of any infringing uses or any prior claims of ownership of its trademarks that
could materially affect its current business. It is the policy of the Company to
pursue registration of its primary marks whenever possible and to vigorously
defend its trademarks against infringement or other threats to the greatest
extent practicable under the laws of the United States and other countries. The
Company is also the holder of several patents, copyrights and various other
proprietary rights. The Company protects all of its proprietary rights to the
greatest extent practicable under applicable law.

ORDER BACKLOG

At September 9, 1995, the Company had a backlog of orders of approximately
$100 million compared with a backlog of approximately $82 million at September
10, 1994. While orders in backlog are subject to cancellation by customers, the
Company has not experienced significant cancellation of orders in the past. The
backlog at a particular time is affected by a number of factors, including
seasonality and the scheduling of the manufacture and shipment of products.
Accordingly, a comparison of backlog from period to period is not necessarily
meaningful and may not be indicative of eventual actual shipments.

COMPETITION

The Company's footwear lines are manufactured and marketed in a highly
competitive environment. The Company competes with numerous manufacturers
(domestic and foreign) and importers of footwear, some of which are larger and
have greater resources than the Company. The Company's major competitors for its
brands of footwear are located in the United States. Product performance and
quality, including technological improvements, product identity, competitive
pricing, and the ability to adapt to style changes are all important elements of
competition in the footwear markets served by the Company. The footwear industry
in general is subject to changes in consumer preferences. The Company strives to
meet competition and maintain its competitive position through promotion of
brand awareness, manufacturing efficiencies, its tannery operations, and the
style, comfort and value of its products. Future sales by the Company will be
affected by its continued ability to sell its products at competitive prices and
to meet shifts in customer preference.

RESEARCH AND DEVELOPMENT

In addition to normal and recurring product development, design and styling
activities, the Company engages in research and development related to new and
improved materials for use in its footwear and other products and in the
development and adaptation of new production techniques. The Company's
continuing relationship with the Biomechanics Evaluation Laboratory at Michigan
State University, which is funded in part by a grant from the Company, has led
to specific biomechanical design concepts, such as Bounce(R), DuraShocks(R) and
Hidden Tracks(TM) comfort technologies, that have been incorporated in the
Company's footwear. The Company also maintains a footwear design center in Italy
to develop contemporary styling for the Company and its international licensees.

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LEGAL PROCEEDINGS

The Company is involved in litigation and various legal matters arising in
the normal course of business. The Company is also involved in certain
environmental compliance activities. Compliance with federal, state and local
regulations with respect to the environment has not had, nor is it expected to
have, any material effect on the capital expenditures, earnings or competitive
position of the Company. The Company uses and generates, and in the past has
used and generated, certain substances and wastes that are regulated or may be
deemed hazardous under certain federal, state and local regulations with respect
to the environment.

The Company is one of 14 companies named as potentially responsible parties
("PRPs") by the Michigan Department of Environmental Quality ("MDEQ") at the
Sunrise Landfill Site near Wayland, Michigan. The MDEQ has demanded that the
PRPs pay approximately $3.7 million as reimbursement for past costs at the site
and join in financing further investigation and remedial efforts. The MDEQ
estimates that cleanup and remediation of the site could cost in excess of $15
million. The Sunrise PRPs have jointly agreed with the MDEQ to pay $323,000 in
costs incurred by the MDEQ prior to July 1991, and have agreed to investigate
possible responses, implement interim measures to control current and prevent
future environmental degradation, and attempt to identify other PRPs. The
Company has paid $90,000, representing its share of the estimated cost of these
activities. The Company's ultimate liability at this site will depend largely
upon what remedial measures prove feasible and whether additional PRPs can be
identified.

The Company has considered facts that have been ascertained and opinions of
counsel handling these matters and does not believe the ultimate resolution of
these proceedings will have a material adverse effect on the Company's financial
condition or results of operations.

EMPLOYEES

As of September 9, 1995, the Company had approximately 5,600 production,
office and sales employees. Approximately 1,400 employees were covered by eight
union contracts expiring at various dates through 1998. The Company has
experienced no work stoppages since 1990. The Company presently considers its
employee relations to be good.

PROPERTIES

The principal executive, sales and administration offices of the Company
are located in Rockford, Michigan and consist of administration and office
buildings of approximately 123,300 square feet. The Company also has additional
administrative and sales offices in Arkansas, New York, Italy, Canada and the
Asia-Pacific region totaling approximately 32,400 square feet, the majority of
which is leased.

The Company's pigskin tannery, located in Rockford, Michigan, encompasses
approximately 160,000 square feet and is supported by four procurement
facilities in various states. The Company's footwear manufacturing operations
are conducted at 20 separate facilities, totaling approximately 850,000 square
feet of manufacturing space. These facilities are located in Arkansas, Michigan,
New York, Mexico, Puerto Rico, the Dominican Republic and Canada. Approximately
444,000 square feet of manufacturing space is under lease at seven locations and
the remaining seven facilities are Company-owned. The Company believes its
footwear manufacturing facilities are generally among the most modern in the
industry.

The Company maintains twelve warehouses, located in four states and Canada,
containing approximately 870,000 square feet. The vast majority of these
warehouses are Company-owned, with approximately 200,000 square feet at three
locations under lease. In addition, the Company's retail operations are
conducted throughout the United States and as of September 9, 1995, consisted of
approximately 63 locations. All retail locations, except 2 factory outlet stores
in Company-owned facilities, are subject to operating leases.

The Company's Board of Directors has approved $11.0 million to purchase and
equip a warehouse in Cedar Springs, Michigan which is currently under
construction and $13.0 million to expand the Company's corporate headquarters
complex. The Company expects to fund such expenditures through future available
balances under the revolving credit facility.

The Company believes that its current facilities, including the planned
expansion and purchase of certain facilities discussed above, are suitable and
adequate to meet its anticipated needs for the next twelve months.

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MANAGEMENT

Biographical information concerning the executive officers of the Company
and the Chairman of the Board is presented below. Except as otherwise indicated,
all individuals have had the same principal employment for over five years.

NAME AGE POSITIONS HELD WITH THE COMPANY
- ----------------------------------- --- ---------------------------------------------------

Geoffrey B. Bloom.................. 54 President and Chief Executive Officer
Steven M. Duffy.................... 42 Vice President and President of the Global
Operations Group
V. Dean Estes...................... 46 Vice President and President of the Wolverine
Footwear Group
Stephen L. Gulis, Jr............... 37 Vice President and Chief Financial Officer
Blake W. Krueger................... 42 General Counsel and Secretary
L. James Lovejoy................... 64 Vice President of Corporate Communications
Phillip D. Matthews................ 57 Chairman of the Board
Thomas P. Mundt.................... 45 Vice President of Strategic Planning and Treasurer
Timothy J. O'Donovan............... 50 Executive Vice President and President of The Hush
Puppies Company
Robert J. Sedrowski................ 45 Vice President of Human Resources

Geoffrey B. Bloom is President and Chief Executive Officer and a director
of the Company. Mr. Bloom joined the Company in 1987 as its Chief Operating
Officer and a director and served as Chief Operating Officer until 1993. Prior
to 1987, Mr. Bloom was responsible for overall operations of Jaymar-Ruby, a
fashion apparel division of HartMarx Corporation, and held several senior
executive positions with The Florsheim Shoe Company.

Steven M. Duffy has served the Company as a corporate Vice President since
April 1993 and is President of the Company's Global Operations Group. In this
capacity, Mr. Duffy is responsible for oversight of domestic manufacturing,
global sourcing, and warehousing and distribution. He is also responsible for
sales, marketing and overall operations of the Wolverine Leathers Division and
the Tru-Stitch Footwear Division. From 1989 to April 1993 he served the Company
in various senior manufacturing positions. Before joining the Company, Mr. Duffy
served in various capacities in manufacturing operations for The Florsheim Shoe
Company for 14 years.

V. Dean Estes has been with the Company since 1975, and was appointed as an
officer and corporate Vice President in 1995. Mr. Estes is President of the
Wolverine Footwear Group. In this capacity, Mr. Estes is responsible for the
domestic and international licensing operations for all work, sport and uniform
brands. Since he joined the Company, Mr. Estes' primary focus has been on the
sales, marketing and product development functions of the Company's work boot
and shoe and related businesses.

Stephen L. Gulis, Jr., has served the Company as Vice President and Chief
Financial Officer since February 1994. From April 1993 to February 1994 he
served the Company as Vice President of Finance and Corporate Controller. From
1986 to 1993 he was the Vice President of Administration and Control for The
Hush Puppies Company and, in that capacity, focused on the domestic wholesale,
retail and international operations of the Company's Hush Puppies business. Also
from 1986 to 1993, Mr. Gulis' responsibilities included the development of
internal control, financial and operating systems for the Company's domestic
manufacturing operations of the Global Operations Group.

Blake W. Krueger has served the Company as General Counsel and Secretary
since April 1993. Mr. Krueger is a partner of the law firm of Warner Norcross &
Judd LLP, and has been a partner with that firm since 1985.

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L. James Lovejoy has served the Company as Vice President of Corporate
Communications since 1991. In this capacity, Mr. Lovejoy is responsible for all
financial and investor relations, stockholder communications and the public
relations functions for all of the Company's operating divisions. From 1984 to
1991 he was the Director of Corporate Communications for Gerber Products
Company, a manufacturer of baby food and consumer products.

Phillip D. Matthews has been a director since 1981. Mr. Matthews is
Chairman of the Board and Chairman of the Executive Committee of the Company. In
his capacity as Chairman, Mr. Matthews is an officer of the Board of Directors
and is responsible for Board of Directors governance issues and provides
assistance in defining strategic direction for the Company. Mr. Matthews is
primarily engaged in other business activities and is not involved in the
day-to-day operations of the Company. Mr. Matthews is also Chairman of Reliable
Company, a coin-operated laundry equipment company servicing the multi-unit
housing industry. Mr. Matthews is also a director of H.F. Ahmanson, Panda
Management Company and Bell Sports Corp. From 1981 to 1989 Mr. Matthews was
Chairman, Chief Executive Officer and owner of Bell Helmets, Inc., a predecessor
of Bell Sports Corp.

Thomas P. Mundt has served the Company as Vice President of Strategic
Planning and Treasurer since December 1993. From 1988 to 1993 he served in
various financial and planning positions at Sears Roebuck & Co., including Vice
President Planning, Coldwell Banker's Real Estate Group and Director of
Corporate Planning for Sears Roebuck & Co.

Timothy J. O'Donovan has been a director since 1993. Mr. O'Donovan has
served the Company as Executive Vice President since 1982. In this capacity, Mr.
O'Donovan is responsible for establishing the strategic direction of all of the
Company's footwear brands and contributes to the overall policy-making function
for the Company. In addition, Mr. O'Donovan is President of The Hush Puppies
Company and is responsible for oversight of the day-to-day operations of its
domestic wholesale, retail and international businesses. Mr. O'Donovan has
served the Company in numerous senior management positions since he joined the
Company in 1969.

Robert J. Sedrowski has served the Company as Vice President of Human
Resources since October 1993. From 1990 to 1993 he served as Director of Human
Resources for the Company. Before he joined the Company, Mr. Sedrowski held
several senior level human resource related positions with Ameriwood Industries
International, Corp. (formerly Rospatch Corporation) and other companies.

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UNDERWRITING

The Underwriters named below, represented by Montgomery Securities and
Gerard Klauer Mattison & Co., LLC (the "Representatives"), have severally
agreed, subject to the terms and conditions contained in the underwriting
agreement (the "Underwriting Agreement"), by and between the Company and the
Underwriters, to purchase from the Company the number of shares of Common Stock
indicated below opposite their respective names at the public offering price
less the underwriting discount set forth on the cover page of this Prospectus.
The Underwriting Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters are committed
to purchase all of the shares of Common Stock if they purchase any.

NUMBER
UNDERWRITER OF SHARES
------------------------------------------------------------------- ---------

Montgomery Securities..............................................
Gerard Klauer Mattison & Co., LLC .................................
---------
Total......................................................... 1,400,000
=========

The Representatives have advised the Company that the Underwriters propose
initially to offer the shares of Common Stock to the public on the terms set
forth on the cover page of this Prospectus. The Underwriters may allow to
selected dealers a concession of not more than $ per share; and the
Underwriters may allow, and such dealers may reallow, a concession of not more
than $ per share to certain other dealers. After the offering, the public
offering price and other selling terms may be changed by the Representatives.
The Common Stock is offered subject to receipt and acceptance by the
Underwriters, and to certain other conditions, including the right to reject
orders in whole or in part.

The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to a maximum
of 210,000 additional shares of Common Stock, respectively, to cover
over-allotments, if any, at the same price per share as the initial shares to be
purchased by the Underwriters. To the extent that the Underwriters exercise this
option, the Underwriters will be committed, subject to certain conditions, to
purchase such additional shares in approximately the same proportion as set
forth in the above table. The Underwriters may purchase such shares only to
cover over-allotments made in connection with this offering.

The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including civil liabilities under the
Securities Act of 1933, as amended, or will contribute to payments the
Underwriter may be required to make in respect thereof.

The Company's directors and executive officers have all agreed that, for a
period of 90 days from the date of this Prospectus, they will not offer, sell or
otherwise dispose of any shares of their Common Stock or options to acquire
shares of Common Stock, subject to certain limited exceptions, without the prior
written consent of Montgomery Securities, or the Representatives acting jointly,
except upon the exercise of outstanding stock options or pursuant to existing
employee benefit and other equity-based plans. The Company has agreed not to
sell any shares of Common Stock for a period of 90 days from the date of this
Prospectus without the prior written consent of Montgomery Securities, or the
Representatives acting jointly, except that the Company may, without consent,
issue shares of Common Stock upon exercise of outstanding stock options or
pursuant to existing employee benefit and other equity-based plans.

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LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Warner Norcross & Judd LLP, Grand Rapids, Michigan and
for the Underwriters by Locke Purnell Rain Harrell (A Professional Corporation),
Dallas, Texas.

As of , 1995, partners in and attorneys employed by or
associated with Warner Norcross & Judd LLP and their associates were beneficial
owners of a total of shares of Common Stock having an aggregate market
value of $ as of that date. Shares reported as beneficially owned
include all shares as to which such persons have direct or indirect, sole or
shared, power to direct voting or disposition, including personal shares as well
as shares held in fiduciary capacities. In addition, Blake W. Krueger, a partner
of Warner Norcross & Judd LLP, is an executive officer of the Company serving as
General Counsel and Secretary.

EXPERTS

The Consolidated Financial Statements of Wolverine World Wide, Inc. at
December 31, 1994 and January 1, 1994, and for each of the three fiscal years
ended December 31, 1994, January 1, 1994, and January 2, 1993, appearing in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated in this Prospectus by
reference. Such consolidated financial statements are incorporated in this
Prospectus by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

27
30

GLOBAL OPERATIONS GROUP

[ARTWORK -- GLOBE]

GLOBAL MANUFACTURING
[ARTWORK -- MAP]

[PHOTOGRAPHS OF PRODUCT ADVERTISEMENTS]
31

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

No dealer, salesperson or any other person has been authorized to give any
information or make any representations other than those contained in this
Prospectus in connection with this offering and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Underwriters. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the information set forth
herein or in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any date after the date hereof.

----------------------------

TABLE OF CONTENTS

----------------------------

Page
----

Available Information................. 3
Incorporation of Certain Information
by Reference........................ 3
Prospectus Summary.................... 4
Risk Factors.......................... 6
Use of Proceeds....................... 7
Price Range of Common Stock and
Dividends........................... 8
Capitalization........................ 9
Selected Consolidated Financial
Data................................ 10
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 11
Business.............................. 17
Management............................ 24
Underwriting.......................... 26
Legal Matters......................... 27
Experts............................... 27

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- ------------------------------------------------------
- ------------------------------------------------------
1,400,000 SHARES
[WOLVERINE LOGO]
COMMON STOCK
------------------------

PROSPECTUS

------------------------

MONTGOMERY SECURITIES
GERARD KLAUER MATTISON & CO., LLC
November , 1995
- ------------------------------------------------------
- ------------------------------------------------------
32

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Securities and Exchange Commission Registration Fee....... $ 16,378
National Association of Securities Dealers, Inc. Filing
Fee..................................................... 5,250
New York Stock Exchange Listing Fee....................... 5,635
Pacific Stock Exchange Listing Fee........................ 4,025
Printing and Engraving Expenses........................... 80,000
Legal Fees and Expenses................................... 100,000
Accounting Fees and Expenses.............................. 70,000
Blue Sky Expenses......................................... 6,500
Transfer Agent and Registrar Fees and Expenses............ 5,000
Miscellaneous Fees and Expenses........................... 57,212
--------
TOTAL................................................ $350,000
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Bylaws provide that the Company shall indemnify its
directors, officers, employees, and agents to the full extent permitted under
the Delaware General Corporation Law, as amended (the "DGCL"). Section 145 of
the DGCL provides that a Delaware corporation may indemnify any persons,
including directors and officers, who are, or are threatened to be made, parties
to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters at
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 also permits a Delaware corporation to indemnify its directors and
officers in an action by or in the right of the corporation under the same
conditions against expenses incurred by such persons in connection with the
defense or settlement of such action, except that no such indemnification is
permitted without judicial approval if the director or officer is adjudged to be
liable to the corporation. Where a director or officer is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such director
or officer actually and reasonably incurred.

The Company's Certificate of Incorporation ("Certificate") permits
indemnification of the Company's directors, officers, employees and agents in
connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding arising out of their service as
directors, officers, employees or agents or in any other capacity to the
Company, or to another organization at the request of the Company.

Individuals covered by the indemnification provision are indemnified by the
Company against expenses, including attorneys' fees, judgments, fines, and
amounts actually and reasonably incurred in the settlement of an action.
Expenses incurred in defending a civil or criminal action can be paid to an
individual prior to the final resolution of the action if authorized by a
majority of the Board and upon a guarantee by the individual that he or she will
repay the amount paid if it is ultimately determined that he or she is not
entitled to be indemnified by the Company.

With regard to suits brought by those outside the Company, a director,
officer, employee, or agent of the Company will be indemnified if he or she has
acted in good faith and in the best interests, or not opposed to the best
interests, of the Company. If such an individual is defending a criminal action,
he or she will be indemnified so long as he or she had no reasonable cause to
believe his or her conduct was unlawful.

II-1
33

With regard to stockholder derivative suits, a director, officer, employee,
or agent of the Company will be indemnified if he or she acted in good faith and
in the best interests, or not opposed to the best interests, of the Company.
Individuals otherwise covered by such provisions will not be indemnified if they
have been adjudged to be liable for negligence or misconduct in the performance
of their duties to the Company. Indemnification of these individuals is still
possible if the court determining liability determines that such persons are
fairly and reasonably entitled to indemnity.

Under the Certificate and the Bylaws, a director, officer, employee, or
agent shall be indemnified if (i) the Board of Directors, by a majority; (ii)
independent legal counsel, by written opinion; or (iii) the stockholders
determine that indemnification is proper under the circumstances because he or
she has met the applicable standard of conduct discussed above.

The indemnification provided in the Certificate is not exclusive of other
rights that might be afforded to a director, officer, employee, or agent under
the Bylaws, an agreement, or a vote of the stockholders, as to both official and
unofficial actions of such individuals. The indemnification provided by the
Certificate and the Bylaws continues after the individual has left his or her
position in the Company, and it inures to the benefit of the individual's heirs.

The Company's Certificate provides that directors of the Company shall not
be personally liable to the Company or its stockholders for monetary damages for
breaches of fiduciary duty committed as a director, except to the extent that
such a limitation of liability contravenes Delaware law. These provisions do not
eliminate or limit a director's liability for breaching his or her duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating a law, paying an illegal dividend, approving an unlawful
stock purchase or redemption, or obtaining an improper personal benefit. Any
amendment or repeal of such provisions would not apply to acts or omissions of a
director occurring prior to the amendment or repeal.

The Company has entered into indemnity agreements with its directors and
executive officers. The agreements provide that the Company will indemnify the
director or executive officer, subject to certain limitations, for expenses and
costs, including the satisfaction of a judgment, fine or penalty incurred in, or
in any amount paid in settlement of, any proceeding, including a proceeding
brought by or in the name of the Company (such as a stockholder derivative
suit), if such expenses and costs may be indemnified under the DGCL. In
accordance with the Company's Certificate and Bylaws, the agreements are
designed to provide the maximum protection allowed under Delaware law.
Indemnification is dependent upon the director or executive officer meeting the
standards of conduct set forth in the indemnity agreements.

The Company has purchased directors' and officers' liability insurance.
Subject to conditions and limitations in the policy, the insurance covers
amounts required to be paid for a claim or claims made against directors and
officers (excluding fines, penalties, and punitive or exemplary damages) for
neglect or breach of duty by directors and officers in the discharge of their
duties solely in their capacity as directors and officers of the Company. The
coverage includes all amounts as to which the Company may be required or
permitted by law to indemnify the directors and officers.

II-2
34

ITEM 16. EXHIBITS

* 1(a) Form of Underwriting Agreement.
* 1(b) Master Agreement Among Underwriters.
* 1(c) Selected Dealer's Agreement.
* 4(a) Specimen of Common Stock Certificate.
4(b) Certificate of Incorporation, as amended. Previously filed as Exhibit 4(a) to the
Company's Quarterly Report on Form 10-Q for the period ended June 18, 1994. Here
incorporated by reference.
4(c) Amended and Restated Bylaws. Previously filed as Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended January 1, 1994. Here
incorporated by reference.
4(d) Rights Agreement. Previously filed with Amendment No. 1 to the Company's Form 8-A
filed November 13, 1990. Here incorporated by reference. This agreement has been
amended by the Second Amendment to Rights Agreement included as Exhibit 4(g) below.
4(e) Amended and Restated Credit Agreement with NBD Bank, N.A. as Agent. Previously
filed as Exhibit 4(c) to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994. Here incorporated by reference.
4(f) Note Agreement relating to 7.81% Senior Notes. Previously filed as Exhibit 4(d) to
the Company's Quarterly Report on Form 10-Q for the period ended September 10,
1994. Here incorporated by reference.
4(g) The Registrant has several classes of long-term debt instruments outstanding in
addition to that described in Exhibit 4(e) above. The amount of none of these
classes of debt outstanding on October 25, 1995, exceeds 10% of the Registrant's
total consolidated assets. The Registrant agrees to furnish copies of any agreement
defining the rights of holders of any such long-term indebtedness to the Securities
and Exchange Commission upon request.
4(h) Second Amendment to Rights Agreement. (amending the Rights Agreement included as
Exhibit 4(c) above). Previously filed as Exhibit 4(f) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994. Here incorporated
by reference.
* 5 Opinion of Warner Norcross & Judd LLP.
*23(a) Consent of Independent Auditors.
* (b) Consent of Warner Norcross & Judd LLP (included in Exhibit 5).
*24 Powers of Attorney.

- -------------------------
* Filed herewith.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(b) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the Prospectus, to

II-3
35

deliver, or cause to be delivered to each person to whom the Prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by a
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Rockford, State of Michigan, on the 26th day of
October, 1995.

WOLVERINE WORLD WIDE, INC.

By: *
------------------------------------
Geoffrey B. Bloom
President, Chief Executive Officer
and Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ---------------------------------------- ---------------------------------- -----------------

* Chairman of the Board of Directors , 1995
- ----------------------------------------
Phillip D. Matthews
* President, Chief Executive Officer , 1995
- ---------------------------------------- and Director
Geoffrey B. Bloom
* Vice Chairman of the Board of , 1995
- ---------------------------------------- Directors
Thomas D. Gleason
* Executive Vice President and , 1995
- ---------------------------------------- Director
Timothy J. O'Donovan
/s/ STEPHEN L. GULIS Vice President and Chief Financial October 26, 1995
- ---------------------------------------- Officer (Principal Financial and
Stephen L. Gulis, Jr. Accounting Officer)
* Director , 1995
- ----------------------------------------
Daniel T. Carroll
* Director , 1995
- ----------------------------------------
Alberto L. Grimoldi
* Director , 1995
- ----------------------------------------
David T. Kollat
* Director , 1995
- ----------------------------------------
David P. Mehney
* Director , 1995
- ----------------------------------------
Stuart J. Northrop
* Director , 1995
- ----------------------------------------
Joseph A. Parini
* Director , 1995
- ----------------------------------------
Joan Parker
* Director , 1995
- ----------------------------------------
Elizabeth A. Sanders
*By /s/ STEPHEN L. GULIS
- ----------------------------------------
Stephen L. Gulis, Jr.
Attorney-in-Fact

II-5
37

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------

- -------------------------
* Filed herewith.

   1
                                                        EXHIBIT 1(a)




                                                        Draft - October 25, 1995




                               1,400,0000 SHARES

                           WOLVERINE WORLD WIDE, INC.

                                  COMMON STOCK


                             UNDERWRITING AGREEMENT



                               December ___, 1995



MONTGOMERY SECURITIES
600 Montgomery Street
San Francisco, California  94111
Gerrard Klauer and Mattison
529 Fifth Avenue
New York, New York 10017
As Representatives of the several Underwriters

Dear Sirs:

         SECTION 1. Introductory.  Wolverine World Wide, Inc., a Delaware
corporation (the "Company), proposes to issue and sell  1,400,000 shares of its
authorized but unissued Common Stock (the "Common Stock") to the several
underwriters named in Schedule A annexed hereto (the "Underwriters"), for whom
you are acting as Representatives.  Said aggregate of  1,400,000 shares are
herein called the "Firm Common Shares." In addition, the Company proposes to
grant to the Underwriters an option to purchase up to 210,000 additional shares
of Common Stock (the "Optional Common Shares"), as provided in Section 4
hereof.  The Firm Common Shares and, to the extent such option is exercised,
the Optional Common Shares are hereinafter collectively referred to as the
"Common Shares."

         The Company hereby confirms its agreements with respect to the
purchase of the Common Shares by the Underwriters as follows:

         SECTION 2. Representations and Warranties of the Company.  The Company
hereby represents and warrants to the several Underwriters that:

         (a)  A registration statement on Form S-3 (File No. 33-__________)
with respect to the Common Shares has been prepared by the Company in
conformity with the requirements of the Securities

                                     -1-
   2

Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules
and Regulations") of the Securities and Exchange Commission (the "Commission")
thereunder, and has been filed with the Commission.  The Company has prepared
and has filed or proposes to file prior to the effective date of such
registration statement an amendment or amendments to such registration
statement, which amendment or amendments have been or will be similarly
prepared.  There have been delivered to you two signed copies of such
registration statement and amendments, together with two copies of each exhibit
filed therewith.  Conformed copies of such registration statement and
amendments (but without exhibits) and of the related preliminary prospectus
have been delivered to you in such reasonable quantities as you have requested
for each of the Underwriters.  The Company will next file with the Commission
one of the following:  (i) prior to effectiveness of such registration
statement, a further amendment thereto, including the form of final prospectus,
or (ii) a final prospectus in accordance with Rules 430A and 424(b) of the
Rules and Regulations.  As filed, such amendment and form of final prospectus,
or such final prospectus, shall include all Rule 430A Information and, except
to the extent that you shall agree to a modification, shall be in all
substantive respects in the form furnished to you prior to the date and time
that this Agreement was executed and delivered by the parties hereto, or, to
the extent not completed at such date and time, shall contain only such
specific additional information and other changes (beyond that contained in the
latest Preliminary Prospectus) as the Company shall have previously advised you
would be included or made therein.

         The term "Registration Statement" as used in this Agreement shall mean
such registration statement at the time such registration statement becomes
effective and, in the event any post-effective amendment thereto becomes
effective prior to the First Closing Date (as hereinafter defined), shall also
mean such registration statement as so amended; provided, however, that such
term shall also include all Rule 430A Information deemed to be included in such
registration statement at the time such registration statement becomes
effective as provided by Rule 430A of the Rules and Regulations.  The term
"Preliminary Prospectus" shall mean any preliminary prospectus referred to in
the preceding paragraph and any preliminary prospectus included in the
Registration Statement at the time it becomes effective that omits Rule 430A
Information.  The term "Prospectus" as used in this Agreement shall mean the
prospectus relating to the Common Shares in the form in which it is first filed
with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, if
no filing pursuant to Rule 424(b) of the Rules and Regulations is required,
shall mean the form of final prospectus included in the Registration Statement
at the time such registration statement becomes effective.  The term "Rule 430A
Information" means information with respect to the Common Shares and the
offering thereof permitted to be omitted from the Registration Statement when
it becomes effective pursuant to Rule 430A of the Rules and Regulations.  Any
reference herein to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to Form S-3





                                      -2-
   3

under the Act, as of the date of such Preliminary Prospectus or Prospectus, as
the case may be.

         (b)  The Commission has not issued any order preventing or suspending
the use of any Preliminary Prospectus, and each Preliminary Prospectus has
conformed in all material respects to the requirements of the Act and the Rules
and Regulations and, as of its date, has not included any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and at the time the Registration Statement becomes
effective, and at all times subsequent thereto up to and including each Closing
Date hereinafter mentioned, the Registration Statement and the Prospectus, and
any amendments or supplements thereto, will contain all material statements and
information required to be included therein by the Act and the Rules and
Regulations and will in all material respects conform to the requirements of
the Act and the Rules and Regulations, and neither the Registration Statement
nor the Prospectus, nor any amendment or supplement thereto, will include any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided, however, no representation or warranty contained in this
subsection 2(b) shall be applicable to information contained in or omitted from
any Preliminary Prospectus, the Registration Statement, the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter,
directly or through the  Representatives, specifically for use in the
preparation thereof.  The documents incorporated by reference in the
Prospectus, when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the rules and regulations
of the Commission thereunder  did not contain any untrue statement of a
material fact or  omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.

         (c)  The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in
Exhibit 21 to the Annual Report on Form 10-K for the Company's most recent
fiscal year.  The Company and each of its subsidiaries have been duly
incorporated and are validly existing as corporations in good standing under
the laws of their respective jurisdictions of incorporation, with full power
and authority (corporate and other) to own and lease their properties and
conduct their respective businesses as described in the Prospectus; the Company
owns all of the outstanding capital stock of its subsidiaries free and clear of
all claims, liens, charges and encumbrances; the Company and each of its
subsidiaries are in possession of and operating in compliance with all
authorizations, licenses, permits, consents, certificates and orders material
to the conduct of their respective businesses, all of which are valid and in
full force and effect; the Company and each of its subsidiaries are duly
qualified to do business and in good standing as foreign





                                      -3-
   4

corporations in each jurisdiction in which the ownership or leasing of
properties or the conduct of their respective businesses requires such
qualification, except for jurisdictions in which the failure to so qualify
would not have a material adverse effect upon the Company or the subsidiary;
and no proceeding has been instituted in any such jurisdiction, revoking,
limiting or curtailing, or seeking to revoke, limit or curtail, such power and
authority or qualification.

         (d)  The Company has an authorized and outstanding capital stock as
set forth under the heading "Capitalization" in the Prospectus; the issued and
outstanding shares of Common Stock have been duly authorized and validly
issued, are fully paid and nonassessable, are duly listed on the New York Stock
Exchange and the Pacific Stock Exchange, have been issued in compliance with
all federal and state securities laws, were not issued in violation of or
subject to any preemptive rights or other rights to subscribe for or purchase
securities, and conform to the description thereof contained in the Prospectus.
All issued and outstanding shares of capital stock of each subsidiary of the
Company have been duly authorized and validly issued and are fully paid and
nonassessable.  Except as disclosed in or contemplated by the Prospectus and
the financial statements of the Company, and the related notes thereto,
included in the Prospectus, neither the Company nor any subsidiary has
outstanding any options to purchase, or any preemptive rights or other rights
to subscribe for or to purchase, any securities or obligations convertible
into, or any contracts or commitments to issue or sell, shares of its capital
stock or any such options, rights, convertible securities or obligations.  The
description of the Company's stock option, stock bonus and other stock plans or
arrangements, and the options or other rights granted and exercised thereunder,
set forth in the Prospectus accurately and fairly presents the information
required to be shown with respect to such plans, arrangements, options and
rights.

         (e)  The Common Shares to be sold by the Company have been duly
authorized and, when issued, delivered and paid for in the manner set forth in
this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable, and will conform to the description thereof contained in the
Prospectus.  No preemptive rights or other rights to subscribe for or purchase
exist with respect to the issuance and sale of the Common Shares by the Company
pursuant to this Agreement.  No stockholder of the Company has any right which
has not been waived in writing to require the Company to register the sale of
any shares owned by such stockholder under the Act in the public offering
contemplated by this Agreement.  No further approval or authority of the
stockholders or the Board of Directors of the Company will be required for the
issuance and sale of the Common Shares to be sold by the Company as
contemplated herein.

         (f)  The Company has full legal right, power and authority to enter
into this Agreement and perform the transactions contemplated hereby.  This
Agreement has been duly authorized, executed and delivered by the Company and
constitutes a valid and binding





                                      -4-
   5

obligation of the Company in accordance with its terms.  The making and
performance of this Agreement by the Company and the consummation of the
transactions herein contemplated will not violate any provisions of the
Certificate of Incorporation or bylaws  of the Company or any of its
subsidiaries, and will not conflict with, result in the breach or violation of,
or constitute, either by itself or upon notice or the passage of time or both,
a material default under any agreement, mortgage, deed of trust, lease,
franchise, license, indenture, permit or other instrument to which the Company
or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries or any of its respective properties may be bound or affected, any
statute or any authorization, judgment, decree, order, rule or regulation of
any court or any regulatory body, administrative agency or other governmental
body applicable to the Company or any of its subsidiaries or any of its
respective properties.  No consent, approval, authorization or other order of
any court, regulatory body, administrative agency or other governmental body is
required for the execution and delivery of this Agreement or the consummation
of the transactions contemplated by this Agreement, except for compliance with
the Act, the Blue Sky laws and Canadian securities laws applicable to the
public offering of the Common Shares by the several Underwriters and the
issuance of a no objection letter with respect to such offering by the National
Association of Securities Dealers, Inc. (the "NASD").

         (g)  Ernst & Young LLP, who have expressed their opinion with respect
to the financial statements (included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994) filed with the Commission and
incorporated by reference in the Prospectus and the Registration Statement, are
independent accountants as required by the Act and the Rules and Regulations.

         (h)  The financial statements of the Company and the related notes
thereto, included in or incorporated by reference the Registration Statement
and the Prospectus present fairly the financial position of the Company and its
subsidiaries as of the respective dates of such financial statements, and the
results of operations and changes in financial position of the Company and its
subsidiaries for the respective periods covered thereby.  Such statements and
related notes have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis (except as noted therein)
as certified by the independent accountants named in subsection 2(g).  No other
financial statements are required to be incorporated by reference or included
in the Prospectus or the Registration Statement.  The financial and statistical
data set forth in the Prospectus under the captions "Prospectus Summary," "Use
of Proceeds," "Price Range of Common Stock and Dividends," "Capitalization,"
"Selected Financial Data," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business" and "Management" fairly
present the information set forth therein on the basis stated in the
Prospectus.





                                      -5-
   6

         (i)  Except as disclosed in the Prospectus, and except as to breaches
or defaults which individually or in the aggregate would have a material
adverse effect on the financial condition, properties, business or results of
operations of the Company and its subsidiaries taken as a whole ("material
adverse effect" on the Company or "materially adverse" to the Company as used
hereinafter in this Agreement means such effect on the Company and its
subsidiaries taken as a whole), neither the Company nor any of its subsidiaries
is in violation or default of any provision of its Certificate of Incorporation
or bylaws,  or is in breach of or default with respect to any provision of any
agreement, judgment, decree, order, mortgage, deed of trust, lease, franchise,
license, indenture, permit or other instrument to which it is a party or by
which it or any of its properties are bound; and there does not exist any state
of facts which constitutes an event of default on the part of the Company or
any such subsidiary as defined in such documents or which, with notice or lapse
of time or both, would constitute such an event of default.

         (j)  There are no documents required to be incorporated by reference
in the Registration Statement and the Prospectus by the Act or by the Rules and
Regulations or by the requirements of Form S-3, which have not been so
incorporated.  There are no contracts or other documents required to be
described in the Registration Statement or filed as exhibits to the
Registration Statement by the Act or by the Rules and Regulations which have
not been described or filed as required.  The description of such contracts are
accurate and complete.  All such contracts are in full force and effect on the
date hereof.

         (k)  There are no legal or governmental actions, suits or proceedings
pending or, to the best of the Company's knowledge, threatened to which the
Company or any of its subsidiaries is  a party or of which property owned or
leased by the Company or any of its subsidiaries is the subject, or related to
environmental or discrimination matters, as to which  there is a reasonable
probability that such actions, suits or proceedings would, individually or in
the aggregate, prevent or adversely affect the transactions contemplated by
this Agreement or would be materially adverse; and no labor disturbance by the
employees of the Company or any of its subsidiaries exists or is imminent which
would have a material adverse effect on the Company.  Neither the Company nor
any of its subsidiaries is a party or subject to the provisions of any material
injunction, judgment, decree or order of any court, regulatory body,
administrative agency or other governmental body which would be materially
adverse to the Company.

         (l)  The Company or the applicable subsidiary has good and marketable
title to all the properties and assets reflected as owned in the financial
statements hereinabove described (or in the Prospectus), subject to no lien,
mortgage, pledge, charge or encumbrance of any kind except (i) those, if any,
reflected in such financial statements (or elsewhere in the Prospectus), or
(ii) those





                                      -6-
   7

which do not have a material adverse effect on the Company and which do not
have a material adverse effect on the use made and proposed to be made of such
property by the Company and its subsidiaries.  The Company or the applicable
subsidiary holds its leased properties under valid and binding leases, with
such exceptions as are not materially significant in relation to the business
of the Company.  Except as disclosed in the Prospectus, the Company owns or
leases all material properties which are necessary to its operations as now
conducted.

         (m)  Since the respective dates as of which information is given in
the Registration Statement and Prospectus, and except as described in or
specifically contemplated by the Prospectus:  (i) the Company and its
subsidiaries have not incurred any material liabilities or obligations,
indirect, direct or contingent, or entered into any material verbal or written
agreement  and other transaction which is not in the ordinary course of
business or which is reasonably likely to result in a material reduction in the
future earnings of the Company and its subsidiaries taken as a whole; (ii) the
Company and its subsidiaries have not sustained any loss or interference with
their respective businesses or properties from fire, flood, windstorm, accident
or other calamity, whether or not covered by insurance; (iii) the Company has
not paid or declared any dividends or other distributions with respect to its
capital stock and the Company and its subsidiaries are not in material default
in the payment of principal or interest on any material outstanding debt
obligations; (iv) there has not been any change in the capital stock (other
than upon the sale of the Common Shares hereunder and upon the exercise of  or
grant of options or the award of shares under compensation plans described in
the documents incorporated by reference in the Prospectus, and warrants
described in the Registration Statement) or indebtedness material to the
Company and its subsidiaries (other than in the ordinary course of business);
and (v) there has not been any material adverse change in the Company.

         (n)  Except as disclosed in or specifically contemplated by the
Prospectus, the Company and its subsidiaries have sufficient trademarks, trade
names, patent rights, mask works, copyrights, licenses, approvals and
governmental authorizations to conduct their businesses substantially as now
conducted; and the Company has no knowledge of any materially adverse
infringement by it or its subsidiaries of trademark, trade name rights, patent
rights, mask works, copyrights, licenses, trade secret or other similar rights
of others which would have a materially adverse effect on the Company, and
there is no claim being made against the Company or its subsidiaries regarding
trademark, trade name, patent, mask work, copyright, license, trade secret or
other infringement which would have a material adverse effect on the Company.

         (o)  The Company has not been advised, and has no reason to





                                      -7-
   8

believe, that either it or any of its subsidiaries is not conducting business
in substantial compliance with all applicable laws, rules and regulations of
the jurisdictions in which it is conducting business, including, without
limitation, all applicable local, state and federal environmental laws and
regulations; except where failure to be so in compliance would not have a
material adverse affect on the  financial, business, results of operations or
properties of the Company.

         (p)  The Company and its subsidiaries have filed all  material
federal, state and foreign income and franchise tax returns and have
substantially paid all taxes shown as due thereon; and the Company has no
knowledge of any tax deficiency which has been asserted or threatened against
the Company or its subsidiaries which could materially and adversely affect the
business, operations or properties of the Company and its subsidiaries, except
for such failures or deficiencies which would not be materially adverse to the
Company.

         (q)  The Company is not an "investment company" within the meaning of
the Investment Company Act of 1940 (the "1940 Act"), as amended, and following
receipt of the proceeds from the sale of the Common Shares will not be required
to make any filing or to register under the 1940 Act.

         (r)  The Company has not distributed and will not distribute prior to
the First Closing Date any offering material in connection with the offering
and sale of the Common Shares other than the Prospectus, the Registration
Statement and the other materials permitted by the Act.

         (s)  Each of the Company and its subsidiaries maintain insurance of
the types and in the amounts that they reasonably deemed adequate for its
business, including, but not limited to, insurance covering real and personal
property owned or leased by the Company and its subsidiaries against theft,
damage, destruction, acts of vandalism and other risks customarily insured
against, all of which insurance is in full force and effect.

         (t)  To the best of its or their knowledge, neither the Company nor
any of its subsidiaries has at any time during the last five years (i) made any
unlawful contribution to any candidate for elective office, or failed to
disclose fully any contribution in violation of law, or (ii) made any payment
to any federal or state governmental officer or official, or other person
charged with similar public or quasi-public duties, other than payments
required or permitted by the laws of the United States or any jurisdiction
thereof, or (iii) taken any action which would constitute a violation of the
Foreign Corrupt Practice Act.

         (u)  The Company has not taken and will not take, directly or
indirectly, any action designed to or that might be reasonably expected to
cause or result in stabilization or manipulation of the price of the Common
Stock to facilitate the sale or resale of the





                                      -8-
   9

Common Shares, pursuant to this Agreement.

         (v)  The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; and (iii) the recorded accountability for
assets in compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

SECTION 3.  Representations and Warranties of the Underwriters.  The
Representatives, on behalf of the several Underwriters, represents and warrants
to the Company that the information set forth (i) on the cover page of the
Prospectus with respect to price, underwriting discounts and commissions and
terms of offering and (ii) under "Underwriting" in the Prospectus was furnished
to the Company by and on behalf of the Underwriters for use in connection with
the preparation of the Registration Statement and the Prospectus and is correct
in all material respects.  The Representatives represent and warrant that it
has been authorized by each of the other Underwriters as the Representatives to
enter into this Agreement on its behalf and to act for it in the manner herein
provided.

SECTION 4.  Purchase, Sale and Delivery of Common Shares.  On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to issue and sell to
the Underwriters, in the respective amounts set forth in Exhibit A hereto,
__________ of the Firm Common Shares.  The Underwriters agree, severally and
not jointly, to purchase from the Company the number of Firm Common Shares set
forth opposite their respective names in Schedule A hereto.  The purchase price
per share to be paid by the several Underwriters to the Company shall be $___
per share.

         Delivery of certificates for the Firm Common Shares to be purchased by
the Underwriters and payment therefor shall be made at the offices of Warner
Norcross & Judd LLP, 900 Old Kent Bank Building, 100 Lyon NW, Grand Rapids,
Michigan  49503 (or such other place as may be agreed upon by the Company and
the Representatives) at such time and date, not later than the third (or, if
the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c)
promulgated under the Securities Exchange Act of 1934, as amended, after 4:30
p.m., Washington D.C. time, the fourth) full business day following the first
date that any of the Common Shares are released by the Underwriters for sale to
the public, as you shall designate by at least 48 hours prior notice to the
Company (the "First Closing Date"); provided, however, that if the Prospectus
is at any time prior to the First Closing Date recirculated to the public, the
First Closing Date shall occur upon the later of the third or fourth, as the
case may be, full business day following the first date that any of the Common
Shares are





                                      -9-
   10

released by the Underwriters for sale to the public or the date that is 48
hours after the date that the Prospectus has been so recirculated.

         Delivery of certificates for the Firm Common Shares shall be made by
or on behalf of the Company to you, for the respective accounts of the
Underwriters against payment by you, for the accounts of the several
Underwriters, of the purchase price therefor by certified or official bank
checks payable in next day funds to the order of the Company.  The certificates
for the Firm Common Shares shall be registered in such names and denominations
as you shall have requested at least two full business days prior to the First
Closing Date, and shall be made available for checking and packaging on the
business day preceding the First Closing Date at a location in New York, New
York, as may be designated by you.  Time shall be of the essence, and delivery
at the time and place specified in this Agreement is a further condition to the
obligations of the Underwriters.

         In addition, on the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company hereby grants an option to the several Underwriters to
purchase, severally and not jointly, up to an aggregate of 210,000 Optional
Common Shares at the purchase price per share to be paid for the Firm Common
Shares, for use solely in covering any over-allotments made by you for the
account of the Underwriters in the sale and distribution of the Firm Common
Shares.  The option granted hereunder may be exercised at any time (but not
more than once) within 30 days after the first date that any of the Common
Shares are released by you for sale to the public, upon notice by you to the
Company setting forth the aggregate number of Optional Common Shares as to
which the Underwriters are exercising the option, the names and denominations
in which the certificates for such shares are to be registered and the time and
place at which such certificates will be delivered.  Such time of delivery
(which may not be earlier than the First Closing Date), being herein referred
to as the "Second Closing Date," shall be determined by you, but if at any time
other than the First Closing Date shall not be earlier than three nor later
than five full business days after delivery of such notice of exercise.  The
number of Optional Common Shares to be purchased by each Underwriter shall be
determined by multiplying the number of Optional Common Shares to be sold by
the Company pursuant to such notice of exercise by a fraction, the numerator of
which is the number of Firm Common Shares to be purchased by such Underwriter
as set forth opposite its name in Schedule A and the denominator of which is
1,400,000 (subject to such adjustments to eliminate any fractional share
purchases as you in your discretion may make).  Certificates for the Optional
Common Shares will be made available for checking and packaging on the business
day preceding the Second Closing Date at a location in New York, New York, as
may be designated by you.  The manner of payment for and delivery of the
Optional Common Shares shall be the same as for the Firm Common Shares
purchased from the Company as specified in the two preceding





                                      -10-
   11

paragraphs.  At any time before lapse of the option, you may cancel such option
by giving written notice of such cancellation to the Company.  If the option is
cancelled or expires unexercised in whole or in part, the Company will
deregister under the Act the number of Option Shares as to which the option has
not been exercised.

         You represent and warrant to the Company that each Underwriter has
authorized you to accept delivery of its Common Shares, to make payment and to
receipt therefor.  You, individually and not as the Representative of the
Underwriters, may (but shall not be obligated to) make payment for any Common
Shares to be purchased by any Underwriter whose funds shall not have been
received by you by the First Closing Date or the Second Closing Date, as the
case may be, for the account of such Underwriter, but any such payment shall
not relieve such Underwriter from any of its obligations under this Agreement.

         Subject to the terms and conditions hereof, the Underwriters propose
to make a public offering of their respective portions of the Common Shares as
soon after the effective date of the Registration Statement as in the judgment
of the  Representatives is advisable and at the public offering price set forth
on the cover page of and on the terms set forth in the Prospectus.

SECTION 5.  Covenants of the Company.  The Company covenants and agrees that:

         (a)  The Company will use all reasonable efforts to cause the
Registration Statement and any amendment thereof, if not effective at the time
and date that this Agreement is executed and delivered by the parties hereto,
to become effective.  If the Registration Statement has become or becomes
effective pursuant to Rule 430A of the Rules and Regulations, or the filing of
the Prospectus is otherwise required under Rule 424(b) of the Rules and
Regulations, the Company will file the Prospectus, properly completed, pursuant
to the applicable paragraph of Rule 424(b) of the Rules and Regulations within
the time period prescribed and will provide evidence reasonably satisfactory to
you of such timely filing.  The Company will promptly advise you in writing (i)
of the receipt of any comments of the Commission, (ii) of any request of the
Commission for amendment of or supplement to the Registration Statement (either
before or after it becomes effective), any Preliminary Prospectus or the
Prospectus or for additional information, (iii) when the Registration Statement
shall have become effective, and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of the
institution of any proceedings for that purpose.  If the Commission shall enter
any such stop order at any time, the Company will use all reasonable efforts to
obtain the lifting of such order at the earliest possible moment.  The Company
will not file any amendment or supplement to the Registration Statement (either
before or after it becomes effective), any Preliminary Prospectus or the
Prospectus of which you have not been furnished





                                      -11-
   12

with a copy a reasonable time prior to such filing or to which you reasonably
object or which is not in compliance with the Act and the Rules and
Regulations.

         (b)  The Company will prepare and file with the Commission, promptly
upon your request, any amendments or supplements to the Registration Statement
or the Prospectus which in your  reasonable judgment may be necessary or
advisable to enable the several Underwriters to continue the distribution of
the Common Shares and will use all reasonable efforts to cause the same to
become effective as promptly as possible.  The Company will fully and
completely comply with the provisions of Rule 430A of the Rules and Regulations
with respect to information omitted from the Registration Statement in reliance
upon such Rule.

         (c)  As soon as practicable, but not later than 45 days after the end
of the first quarter ending after one year following the "effective date of the
Registration Statement" (as defined in Rule 158(c) of the Rules and
Regulations), or not later than 90 days after the end of such quarter, if the
quarter is the fourth quarter of the Company's fiscal year, the Company will
make generally available to its security holders an earnings statement (which
need not be audited) covering a period of 12 consecutive months beginning after
the effective date of the Registration Statement which will satisfy the
provisions of the last paragraph of Section 11(a) of the Act.

         (d)  During such period as a prospectus is required by law to be
delivered in connection with sales by an Underwriter or dealer, the Company, at
its expense, but only for the prospectus delivery period required under the
Act, will furnish to you or mail to your order copies of the Registration
Statement, the Prospectus, the Preliminary Prospectus and all amendments and
supplements to any such documents in each case as soon as available and in such
quantities as you may reasonably request, for the purposes contemplated by the
Act.

         (e)  The Company shall cooperate with you and your counsel in order to
qualify or register the Common Shares for sale under (or obtain exemptions from
the application of) the Blue Sky laws of such jurisdictions as you designate
(which such jurisdictions may include states of the United States, other United
States jurisdictions, Canada and Canadian Provinces), will comply with such
laws and will continue such qualifications, registrations and exemptions in
effect so long as reasonably required for the distribution of the Common
Shares.  The Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any such jurisdiction
where it is not presently qualified or where it would be subject to taxation as
a foreign corporation.  The Company will advise you promptly of the suspension
of the qualification or registration of (or any such exemption relating to) the
Common Shares for offering, sale or trading in any jurisdiction or any
initiation or threat of any proceeding for any such purpose, and in the event
of the issuance of





                                      -12-
   13

any order suspending such qualification, registration or exemption, the
Company, with your cooperation, will use all reasonable efforts to obtain the
withdrawal thereof.

         (f)  During the period of five years hereafter, the Company will
furnish to the Representatives and, upon request of the Representatives, to
each of the other Underwriters:  (i) as soon as practicable after the end of
each fiscal year, copies of the Annual Report of the Company containing the
balance sheet of the Company as of the close of such fiscal year and statements
of income, stockholders' equity and cash flows for the year then ended and the
opinion thereon of the Company's independent public accountants; (ii) as soon
as practicable after the filing thereof, copies of each proxy statement, Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Report on Form 8-K or other
report filed by the Company with the Commission, the National Association of
Securities Dealers, Inc. ("NASD"), New York Stock Exchange, Pacific Stock
Exchange or any other securities exchange; and (iii) as soon as available,
copies of any report or communication of the Company mailed generally to
holders of its Common Stock.

         (g)  During the period of 90 days after the first date that any of the
Common Shares are released by you for sale to the public, without the prior
written consent of Montgomery Securities (which consent may be withheld at the
sole discretion of the Montgomery Securities), the Company, its directors and
its officers named in the Prospectus under the heading "Management," will not
issue, offer, sell, grant options to purchase or otherwise dispose of any of
the Company's equity securities or any other securities convertible into or
exchangeable with its Common Stock or other equity security, except pursuant to
options and plans disclosed in the Prospectus or documents incorporated by
reference in the Prospectus or gifts or dispositions by individuals not
involving the public market, provided that the recipients of such gifts or
dispositions agree to be bound by restrictions on sale as provided in this
paragraph (g).

         (h)  The Company will apply the net proceeds of the sale of the Common
Shares sold by it substantially in accordance with its statements under the
caption "Use of Proceeds" in the Prospectus.

         (i)  The Company will use all reasonable efforts to qualify or
register its Common Stock for sale in non-issuer transactions under (or obtain
exemptions from the application of) the Blue Sky laws of the State of
California (and thereby permit market making transactions and secondary trading
in the Company's Common Stock in California), will comply with such Blue Sky
laws and will continue such qualifications, registrations and exemptions in
effect for a period of five years after the date hereof.

         (j)  The Company will list, subject to official notice of issuance, on
the New York Stock Exchange and the Pacific





                                      -13-
   14

Stock Exchange, the Common Shares to be issued and sold by the Company.

         You, on behalf of the Underwriters, may, in your sole discretion,
waive in writing the performance by the Company of any one or more of the
foregoing covenants or extend the time for their performance.

SECTION 6.  Payment of Expenses.  Whether or not the transactions contemplated
hereunder are consummated or this Agreement becomes effective or is terminated,
the Company agrees to pay all costs, fees and expenses incurred in connection
with the performance of its obligations hereunder and in connection with the
transactions contemplated hereby, including without limiting the generality of
the foregoing, (i) all expenses incident to the issuance and delivery of the
Common Shares (including all printing and engraving costs), (ii) all fees and
expenses of the registrar and transfer agent of the Common Stock, (iii) all
necessary issue, transfer and other stamp taxes in connection with the issuance
and sale of the Common Shares to the Underwriters, (iv) all fees and expenses
of the Company's counsel and the Company's independent accountants, (v) all
costs and expenses incurred in connection with the printing, filing, shipping
and distribution of the Registration Statement, each Preliminary Prospectus and
the Prospectus (including all exhibits and financial statements) and all
amendments and supplements provided for herein, this Agreement, the Agreement
Among Underwriters, the Selected Dealers Agreement, the Underwriters'
Questionnaire, the Underwriters' Power of Attorney and the preliminary and
final Blue Sky memorandum, (vi) all filing fees, attorneys' fees and expenses
incurred by the Company or the Underwriters in connection with qualifying or
registering (or obtaining exemptions from the qualification or registration of)
all or any part of the Common Shares for offer and sale under the Blue Sky laws
and applicable Canadian securities laws, and (vii)  all other fees, costs and
expenses referred to in Item 14 of the Registration Statement.  Except as
provided in this Section 6, Section 8 and Section 10 hereof, the Underwriters
shall pay all of their own expenses, including the fees and disbursements of
their counsel (excluding those relating to qualification, registration or
exemption under the Blue Sky laws, Canadian securities laws, and the Blue Sky
memoranda), stock transfer taxes on resale of the Common Shares by them, the
expenses of the Underwriters incurred in connection with marketing of the
Common Shares, and any advertising expenses connected with any offers they
make.

SECTION 7.  Conditions of the Obligations of the Underwriters.  The obligations
of the several Underwriters to purchase and pay for the Firm Common Shares on
the First Closing Date and the Optional Common Shares on the Second Closing
Date shall be subject to the accuracy of the representations and warranties on
the part of the Company herein set forth as of the date hereof and as of the
First Closing Date or the Second Closing Date, as the case may be, to the
accuracy of the statements of Company officers made pursuant to the provisions
hereof, to the performance by the Company of its





                                      -14-
   15

obligations hereunder, and to the following additional conditions:

         (a)  The Registration Statement shall have become effective not later
than 5:00 P.M., Washington, D.C.  Time, on the date of this Agreement, or at
such later time as shall have been consented to by you; if the filing of the
Prospectus, or any supplement thereto, is required pursuant to Rule 424(b) of
the Rules and Regulations, the Prospectus shall have been filed in the manner
and within the time period required by Rule 424(b) of the Rules and
Regulations; and prior to such Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or shall be pending or,
to the knowledge of the Company or you, shall be contemplated by the
Commission; and any request of the Commission for inclusion of additional
information in the Registration Statement, or otherwise, shall have been
complied with to your satisfaction.

         (b)  Since the respective dates as of which information is given in
the Registration Statement and Prospectus, (i) the representations and
warranties of the Company set forth in Section 2 of this Agreement shall be
true and correct as of the First Closing Date and the Second Closing Date, as
the case may be, (ii) except as set forth or contemplated by the Registration
Statement or the Prospectus, no material verbal or written agreement or other
transaction shall have been entered into by the Company or any of its
subsidiaries, which is not in the ordinary course of business or which could
result in a material reduction in the future earnings of the Company and its
subsidiaries taken as a whole, (iii) no loss or damage (whether or not insured)
to the property of the Company or any of its subsidiaries shall have been
sustained which materially and adversely affects the financial condition,
business, results of operations or properties of the Company and its
subsidiaries, taken as a whole, (iv) no legal or governmental action, suit or
proceeding affecting the Company or any of its subsidiaries which is material
to the Company and its subsidiaries, taken as a whole, or which affects or may
affect the transactions contemplated by this Agreement shall have been
instituted or threatened, and (v) there shall not have been any material change
in the financial condition, business, management, results of operations or
properties of the Company and its subsidiaries, taken as a whole, which makes
it impractical or inadvisable in the judgment of the Representatives to proceed
with the public offering or purchase the Common Shares as contemplated hereby.

         (c)  There shall have been furnished to you, as  Representatives of
the Underwriters, on each Closing Date, in form and substance satisfactory to
you, except as otherwise expressly provided below:

            (i)  An opinion of Warner Norcross & Judd LLP, counsel for the
Company, addressed to the Underwriters and dated the First





                                      -15-
   16

Closing Date, or the Second Closing Date, as the case may be, to the effect
that:

                 (1)  Each of the Company and its subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing under
the laws of its jurisdiction of incorporation, is duly qualified to do business
as a foreign corporation and is in good standing in all other jurisdictions
where the ownership or leasing of properties or the conduct of its business
requires such qualification, except for such failures to so qualify would not
have a material adverse effect, and has full corporate power and authority to
own its properties and conduct its business as described in the Registration
Statement;

                 (2)  The authorized, issued and outstanding capital stock of
the Company is as set forth under the caption "Capitalization" in the
Prospectus; all necessary and proper corporate proceedings have been taken in
order to authorize validly such authorized Common Stock; the Firm Common Shares
and any Optional Common Shares have been duly and validly issued, are fully
paid and nonassessable, have been issued in compliance with federal and state
securities laws, were not issued in violation of or subject to any preemptive
rights or other rights to subscribe for or purchase any securities and conform
to the description thereof contained in the Prospectus; without limiting the
foregoing, there are no preemptive or other rights to subscribe for or purchase
any of the Common Shares to be sold by the Company hereunder;

                 (3)  All of the issued and outstanding shares of the Company's
[subsidiaries] have been duly and validly authorized and issued, are fully paid
and nonassessable and are owned beneficially by the Company free and clear of
all liens, encumbrances, security interests, as voting trusts;

                 (4)  The certificates evidencing the Common Shares to be
delivered hereunder are in due and proper form under Delaware law, and when
duly countersigned by the Company's transfer agent and registrar, and delivered
to you or upon your order against payment of the agreed consideration therefor
in accordance with the provisions of this Agreement, the Common Shares
represented thereby will be duly authorized and validly issued, fully paid and
nonassessable, will not have been issued in violation of or subject to any
preemptive rights or other rights to subscribe for or purchase securities and
will conform in all respects to the description thereof contained in the
Prospectus;

                 (5)  Except as disclosed in or specifically contemplated by,
or disclosed in documents incorporated by reference in, the Prospectus, to such
counsel's knowledge, there are no outstanding options, warrants or other rights
calling for the issuance of, and no commitments, plans or arrangements to
issue, any shares of capital stock of the Company or any security convertible
into or exchangeable for capital stock of the Company;





                                      -16-
   17


                 (6)  (a) The Registration Statement has become effective under
the Act, and, to such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement or preventing the use of the
Prospectus has been issued and no proceedings for that purpose have been
instituted or are pending or contemplated by the Commission; any required
filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) of
the Rules and Regulations has been made in the manner and within the time
period required by such Rule 424(b);

         (b)  The Registration Statement, the Prospectus and each amendment or
supplement thereto (except for the financial statements and schedules included
as incorporated by reference therein as to which such counsel need express no
opinion) comply as to form in all material respects with the requirements of
the Act and the Rules and Regulations;

         (c)  To such counsel's knowledge, there are no franchises, leases,
contracts, agreements or documents required to be disclosed in the
Registration Statement or Prospectus or to be filed as exhibits to the
Registration Statement which are not disclosed or filed, as required;

         (d)  To such counsel's knowledge, there are no legal or governmental
actions, suits or proceedings pending or threatened against the Company which
are required to be described in the Prospectus which are not described as
required; and

         (e)  The documents incorporated by reference in the Prospectus (except
for any financial statements and schedules included in such documents as to
which such counsel need express no opinion), when they were filed with the
Commission, complied as to form in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission thereunder;

         (f)  At the date the Registration Statement was filed, the Company has
met all of the eligibility requirements for the use of a registration statement
on Form S-3.

            (7)  The Company has full corporate right, power and authority to
enter into this Agreement and to sell and deliver the Common Shares to be sold
by it to the several Underwriters; this Agreement has been duly and validly
authorized by all necessary corporate action by the Company, has been duly and
validly executed and delivered by and on behalf of the Company, and is a valid
and binding agreement of the Company in accordance with its terms, except to
the extent that (i) the validity and binding effect and enforcement of this
Agreement may be limited by any applicable bankruptcy, reorganization,
moratorium, or similar laws of general application, (ii) the availability of
equitable remedies may be limited by principles of equity, whether considered
in a proceeding at law or in equity, and (iii) the terms hereof may be limited
by applicable securities laws and the policies embodied therein; and to such
counsel's knowledge, no approval,





                                      -17-
   18

authorization, order, consent, registration, filing, qualification, license or
permit of or with any court, regulatory, administrative or other governmental
body is required for the execution and delivery of this Agreement by the
Company or the consummation of the transactions contemplated by this Agreement,
except such as have been obtained and are in full force and effect under the
Act and such as may be required under applicable Blue Sky laws or Canadian
securities laws in connection with the purchase and distribution of the Common
Shares by the Underwriters and the  obtaining a letter of no objection of such
offering  from the NASD;

            (8)  The execution and performance of this Agreement and the
consummation of the transactions herein contemplated will not, and to such
counsel's knowledge conflict with, result in a material breach of, or
constitute, either by itself or upon notice or the passage of time or both, a
material default under, any material agreement, mortgage, deed of trust, lease,
franchise, license, indenture, permit or other instrument known to such counsel
to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries or any of its or their property may be bound
or affected which is material to the Company and its subsidiaries, or violate
any of the provisions of the certificate of incorporation or bylaws of the
Company or any of its subsidiaries or, so far as is known to such counsel,
violate any statute, judgment, decree, order, rule or regulation of any court
or governmental body having jurisdiction over the Company or any of its
subsidiaries or any of its or their property (other than state securities or
Blue Sky laws and regulations as to which counsel need not express any
opinion);

            (9)  Neither the Company nor any subsidiary is in violation of its
certificate of incorporation or bylaws, or  to such counsel's knowledge, in
breach of or default with respect to any provision of any agreement, mortgage,
deed of trust, lease, franchise, license, indenture, permit or other instrument
known to such counsel to which the Company or any such subsidiary is a party or
by which it or any of its properties may be bound or affected, except where
such default would not materially adversely affect the Company; and, to such
counsel's knowledge, the Company and its subsidiaries are in compliance with
all laws, rules, regulations, judgments, decrees, orders and statutes of any
court or jurisdiction to which they are subject, except where noncompliance
would not materially adversely affect the Company and its subsidiaries;

            (10)  To such counsel's knowledge, no stockholders of  the Company
have any right which has not been waived in writing to require the Company to
register the sale of shares owned by the Stockholders under the Act in the
offering contemplated hereby;


            (11) No transfer taxes are required to be paid under the laws of the
State of Michigan in connection with the sale and





                                      -18-
   19

delivery of the Common Shares to the Underwriters hereunder.

In rendering the foregoing opinion, such counsel may rely as to matters not
governed by Federal law or the laws of the State of Michigan on opinions of
legal counsel satisfactory to such counsel and upon certificates of public
officials and officers of the Company without independent verification thereof.
References to knowledge of such counsel may be qualified to mean the actual
knowledge of attorneys associated with such firm who have recorded time
chargeable to the Company between January 1, 1995 and the date of such opinion.

In addition, such counsel shall state that they have participated in
conferences with officers, employees and other representatives of the Company,
counsel for the Underwriters, representatives of the independent public
accountants for the Company and representatives of the Underwriters at which
the contents of the Registration Statement and Prospectus and related matters
were discussed and, although such counsel is not passing upon and does not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement and Prospectus and has not
made any independent check or verification thereof, on the basis of the
foregoing (relying as to materiality to a large extent upon the statements of
officers, employees and other representatives of the Company), no facts have
come to such counsel's attention that lead  them to believe that either the
Registration Statement  at the time such Registration Statement  became
effective contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances in which they were made, not
misleading, or the Prospectus as of its date contained an untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except that such counsel need express no opinion with respect
to financial statements, schedules and financial date included in the
Registration Statement or Prospectus;

            (ii)  Such opinion or opinions of Locke Purnell Rain Harrell (A
Professional Corporation), counsel for the Underwriters, dated the First
Closing Date or the Second Closing Date, as the case may be, with respect to
the incorporation of the Company, the sufficiency of all corporate proceedings
and other legal matters relating to this Agreement, the validity of the Common
Shares, the Registration Statement and the Prospectus and other related matters
as you may reasonably require, and the Company shall have furnished to such
counsel such documents and shall have exhibited to them such papers and records
as they may reasonably request for the purpose of enabling them to pass upon
such matters.  In connection with such opinions, such counsel may rely on
representations or certificates of officers of the Company and governmental
officials.  In addition, counsel for the underwriters may rely on the opinion
of Warner, Norcross & Judd as to matters of Michigan law and may





                                      -19-
   20

assume, with the permission of Warner, Norcross & Judd, that the laws of the
State of Texas are the same as the laws of the State of Michigan with respect
to the matters of law relied upon.

            (iii)  A certificate of the Company executed by the President or a
Vice President and the chief financial or accounting officer of the Company,
dated the First Closing Date or the Second Closing Date, as the case may be, to
the effect that:

                 (1)  The representations and warranties of the Company set
forth in Section 2 of this Agreement are true and correct as of the date of
this Agreement and as of the First Closing Date or the Second Closing Date, as
the case may be, and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied on or
prior to such Closing Date;

                 (2)  The Commission has not issued any order preventing or
suspending the use of the Prospectus or any Preliminary Prospectus filed as a
part of the Registration Statement or any amendment thereto; no stop order
suspending the effectiveness of the Registration Statement has been issued; and
to the best of the knowledge of the respective signers, no proceedings for that
purpose have been instituted or are pending or contemplated under the Act;

                 (3)  Each of the respective signers of the certificate has
carefully examined the Registration Statement and the Prospectus; in his
opinion and to the best of his knowledge, the Registration Statement and the
Prospectus and any amendments or supplements thereto contain all statements
required to be stated therein regarding the Company and its subsidiaries; and
neither the Registration Statement nor the Prospectus nor any amendment or
supplement thereto includes any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading;

                 (4)  Since the initial date on which the Registration
Statement was filed, no agreement, written or oral, transaction or event has
occurred which should have been set forth in an amendment to the Registration
Statement or in a supplement to or amendment of any prospectus which has not
been disclosed in such a supplement or amendment;

                 (5)  Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, and except as disclosed
in or contemplated by the Prospectus, there has not been any material adverse
change or a development involving a material adverse change in the condition
(financial or otherwise), business, properties, results of operations,
management or prospects of the Company and its subsidiaries; and no legal or
governmental action, suit or proceeding is pending or threatened against the
Company or any of its subsidiaries which is materially adverse to the





                                      -20-
   21

Company, whether or not arising from transactions in the ordinary course of
business, or which may adversely affect the transactions contemplated by this
Agreement; since such dates and except as so disclosed, neither the Company nor
any of its subsidiaries has entered into any verbal or written agreement or
other transaction which is not in the ordinary course of business (or which
could result in a material adverse effect on the future earnings of the
Company) or incurred any liability or obligation, direct, contingent or
indirect, that would have a material adverse effect on the Company, or made any
change in its capital stock, made any material change in its short-term debt or
long-term debt or repurchased or otherwise acquired any of the Company's
capital stock; and the Company has not declared or paid any dividend, or made
any other distribution, upon its outstanding capital stock payable to
stockholders of record on a date prior to the First Closing Date or Second
Closing Date, except as disclosed in the Prospectus; and

                 (6)  Since the respective dates as of which information is
given in the Registration Statement and the Prospectus and except as disclosed
in or contemplated by the Prospectus, the Company and its subsidiaries have not
sustained a material loss or damage by strike, fire, flood, windstorm, accident
or other calamity (whether or not insured).

            (vi)  On the date before this Agreement is executed and also on the
First Closing Date and the Second Closing Date a letter addressed to you, as
Representatives of the Underwriters, from Ernst & Young LLP, independent
accountants, the first one to be dated the day before the date of this
Agreement, the second one to be dated the First Closing Date and the third one
(in the event of a Second Closing) to be dated the Second Closing Date,
consistent with Exhibit B hereto.

            (vii)  On or before the First Closing Date, letters from each
director and officer named in the Company's proxy statement dated March 27,
1995, for its Annual Meeting of Stockholders held on April 19, 1995, under the
heading "Securities Ownership of Management," and Robert Sidrewski, Blake
Krueger and Dean Estes, in form and substance consistent with Appendix C
hetero.

         All such opinions, certificates, letters and documents shall be in
compliance with the provisions hereof only if they are satisfactory to you and
to Locke Purnell Rain Harrell (A Professional Corporation), counsel for the
Underwriters.  The Company shall furnish you with such manually signed or
conformed copies of such opinions, certificates, letters and documents as you
request.  Any certificate signed by any officer of the Company and delivered to
the Representatives or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to the Underwriters as to the
statements made therein.

         If any condition to the Underwriters' obligations hereunder to





                                      -21-
   22

be satisfied prior to or at the First Closing Date is not so satisfied, this
Agreement at your election will terminate upon notification by you as
Representatives to the Company without liability on the part of any Underwriter
or the Company except for the expenses to be paid or reimbursed by the Company
pursuant to Sections 6 and 8 hereof and except to the extent provided in
Section 10 hereof.

SECTION 8.  Reimbursement of Underwriters' Expenses.  Notwithstanding any other
provisions hereof, if this Agreement shall be terminated by you pursuant to
Section 7, or if the sale to the Underwriters of the Common Shares at the First
Closing is not consummated because of any refusal, inability or failure on the
part of the Company to perform any agreement herein or to comply with any
provision hereof, the Company agrees to reimburse you and the other
Underwriters upon demand for all out-of-pocket expenses that shall have been
reasonably incurred by you and them in connection with the proposed purchase
and the sale of the Common Shares, including but not limited to fees and
disbursements of counsel, printing expenses, travel expenses, postage,
telegraph charges and telephone charges relating directly to the offering
contemplated by the Prospectus.  Any such termination shall be without
liability of any party to any other party except that the provisions of this
Section, Section 6 and Section 10 shall at all times be effective and shall
apply.

SECTION 9.  Effectiveness of Registration Statement.  You and the Company will
use your and its best efforts to cause the Registration Statement to become
effective, to prevent the issuance of any stop order suspending the
effectiveness of the Registration Statement and, if such stop order be issued,
to obtain as soon as possible the lifting thereof.

SECTION 10.  Indemnification.  (a) The Company agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of the Act against any losses, claims, damages, liabilities
or expenses, joint or several, to which such Underwriter or such controlling
person may become subject, under the Act, the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company), insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof as contemplated below) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state in any of them a material
fact required to be stated therein or necessary to make the statements in any
of them not misleading, or arise out of or are based in whole, provided,
further, that the Company shall not be liable to any Underwriter or any
controlling person of an Underwriter in respect of any Preliminary Prospectus
to the extent that (i) the Prospectus did not contain the untrue statement





                                      -22-
   23

or alleged untrue statement or omission or alleged omission giving rise to such
loss, claim, damage, liability, expense or action; (ii) the Prospectus was not
sent to or given to the purchaser of the Common Shares in question at or prior
to the time at which the written confirmation of the sale of such Common Shares
was sent or given to such person; and (iii) the failure to deliver such
Prospectus was not the result of the Company's noncompliance with its
obligations under this Agreement The Company will reimburse each Underwriter
and each such controlling person for any legal and other expenses as such
expenses are reasonably incurred by such Underwriter or such controlling person
in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however,
that the Company will not be liable in any such case to the extent that any
such loss, claim, damage, liability or expense arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, any Preliminary Prospectus, the Prospectus
or any amendment or supplement thereto in reliance upon and in conformity with
the information furnished to the Company pursuant to Section 3 hereof.  In
addition to its other obligations under this Section 10(a), the Company agrees
that, as an interim measure during the pendency of any claim, action,
investigation, inquiry or other proceeding arising out of or based upon any
statement or omission, or any alleged statement or omission, or any inaccuracy
in the representations and warranties of the Company herein or failure to
perform its obligations hereunder, all as described in this Section 10(a), it
will reimburse each Underwriter on a quarterly basis for all reasonable legal
or other expenses incurred in connection with investigating or defending any
such claim, action, investigation, inquiry or other proceeding, notwithstanding
the absence of a judicial determination as to the propriety and enforceability
of the Company's obligation to reimburse each Underwriter for such expenses and
the possibility that such payments might later be held to have been improper by
a court of competent jurisdiction.  To the extent that any such interim
reimbursement payment is so held to have been improper, each Underwriter shall
promptly return it to the Company together with interest, compounded daily,
determined on the basis of the prime rate (or other commercial lending rate for
borrowers of the highest credit standing) announced from time to time by Bank
of America NT&SA, San Francisco, California (the "Prime Rate").  Any such
interim reimbursement payments which are not made to an Underwriter within 30
days of a request for reimbursement, shall bear interest at the Prime Rate from
the date of such request.  This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

         (b)  Each Underwriter will severally indemnify and hold harmless the
Company, each of its directors, each of its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act, against any losses, claims, damages, liabilities or
expenses to which the Company, or any such director, officer or controlling
person may become subject, under the Act, the Exchange Act, or other federal or





                                      -23-
   24

state statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of such Underwriter), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based upon any untrue or alleged untrue statement of any
material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, any Preliminary Prospectus,
the Prospectus, or any amendment or supplement thereto, in reliance upon and in
conformity with the information furnished to the Company pursuant to Section 3
hereof; and will reimburse the Company, or any such director, officer or
controlling person for any legal and other expense reasonably incurred by the
Company, or any such director, officer or controlling person in connection with
investigating, defending, settling, compromising or paying any such loss,
claim, damage, liability, expense or action.  In addition to its other
obligations under this Section 10(b), each Underwriter severally agrees that,
as an interim measure during the pendency of any claim, action, investigation,
inquiry or other proceeding arising out of or based upon any statement or
omission, or any alleged statement or omission, described in this Section 10(b)
which relates to information furnished to the Company pursuant to Section 3
hereof, it will reimburse the Company (and, to the extent applicable, each
officer, director, controlling person) on a quarterly basis for all reasonable
legal or other expenses incurred in connection with investigating or defending
any such claim, action, investigation, inquiry or other proceeding,
notwithstanding the absence of a judicial determination as to the propriety and
enforceability of the Underwriters' obligation to reimburse the Company (and,
to the extent applicable, each officer, director, controlling person) for such
expenses and the possibility that such payments might later be held to have
been improper by a court of competent jurisdiction.  To the extent that any
such interim reimbursement payment is so held to have been improper, the
Company (and, to the extent applicable, each officer, director, controlling
person) shall promptly return it to the Underwriters together with interest,
compounded daily, determined on the basis of the Prime Rate.  Any such interim
reimbursement payments which are not made to the Company within 30 days of a
request for reimbursement, shall bear interest at the Prime Rate from the date
of such request.  This indemnity agreement will be in addition to any liability
which such Underwriter may otherwise have.

         (c)  Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the





                                      -24-
   25

omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party for contribution or
otherwise than under the indemnity agreement contained in this Section or to
the extent it is not prejudiced as a proximate result of such failure.  In case
any such action is brought against any indemnified party and such indemnified
party seeks or intends to seek indemnity from an indemnifying party, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, jointly with all other indemnifying parties similarly notified, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be a conflict
between the positions of the indemnifying party and the indemnified party in
conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf
of such indemnified party or parties.  Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed such counsel in connection with the
assumption of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel,
approved by the  Representatives in the case of paragraph 10(a), representing
the indemnified parties who are parties to such action) or (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action, in each of which cases the
fees and expenses of counsel shall be at the expense of the indemnifying party.
An indemnifying party shall not be liable for any settlement of any action,
suit, proceeding or claims effected without its written consent.

         (d)  If the indemnification provided for in this Section 10 is
required by its terms but is for any reason held to be unavailable to or
otherwise insufficient to hold harmless an indemnified party under paragraphs
(a), (b) or (c) in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of any losses, claims, damages, liabilities or expenses referred to herein (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Underwriters from the offering of the Common Shares or
(ii) if the allocation provided by clause (i)





                                      -25-
   26

above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Underwriters in connection with
the statements or omissions or inaccuracies in the representations and
warranties herein which resulted in such losses, claims, damages, liabilities
or expenses, as well as any other relevant equitable considerations.  The
respective relative benefits received by the Company and the Underwriters shall
be deemed to be in the same proportion, in the case of the Company as the total
price paid to the Company for the Common Shares sold by it to the Underwriters
(net of underwriting commissions but before deducting expenses) bears to the
total price to the public set forth on the cover of the Prospectus, and in the
case of the Underwriters as the underwriting commissions received by them bears
to the total price to the public set forth on the cover of the Prospectus.  The
relative fault of the Company and the Underwriters shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact by the Company or the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include, subject to the limitations set forth in
subparagraph (c) of this Section 10, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim.  The provisions set forth in subparagraph (c) of this
Section 10 with respect to notice of commencement of any action shall apply if
a claim for contribution is to be made under this subparagraph (d); provided,
however, that no additional notice shall be required with respect to any action
for which notice has been given under subparagraph (c) for purposes of
indemnification.  The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 10 were determined
solely by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.  Notwithstanding the provisions of this Section 10, no
Underwriter shall be required to contribute any amount in excess of the amount
of the total underwriting commissions received by such Underwriter in
connection with the Common Shares underwritten by it and distributed to the
public.  No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.  The Underwriters'
obligations to contribute pursuant to this Section 10 are several in proportion
to their respective underwriting commitments and not joint.

         (e)  It is agreed that any controversy arising out of the operation of
the interim reimbursement arrangements set forth in Sections 10(a) and 10(b)
hereof, including the amounts of any requested reimbursement payments and the
method of determining such





                                      -26-
   27

amounts, shall be settled by arbitration conducted under the provisions of the
Constitution and Rules of the Board of Governors of the New York Stock
Exchange, Inc. or pursuant to the Code of Arbitration Procedure of the NASD.
Any such arbitration must be commenced by service of a written demand for
arbitration or written notice of intention to arbitrate, therein electing the
arbitration tribunal.  In the event the party demanding arbitration does not
make such designation of an arbitration tribunal in such demand or notice, then
the party responding to said demand or notice is authorized to do so.  Such an
arbitration would be limited to the operation of the interim reimbursement
provisions contained in Sections 10(a) and 10(b) hereof and would not resolve
the ultimate propriety or enforceability of the obligation to reimburse
expenses which is created by the provisions of such Sections 10(a) and 10(b)
hereof.

SECTION 11.  Default of Underwriters.  It shall be a condition to this
Agreement and the obligation of the Company to sell and deliver the Common
Shares hereunder, and of each Underwriter to purchase the Common Shares in the
manner as described herein, that, except as hereinafter in this paragraph
provided, each of the Underwriters shall purchase and pay for all the Common
Shares agreed to be purchased by such Underwriter hereunder upon tender to the
Representatives of all such shares in accordance with the terms hereof.  If any
Underwriter or Underwriters default in their obligations to purchase Common
Shares hereunder on either the First or Second Closing Date and the aggregate
number of Common Shares which such defaulting Underwriter or Underwriters
agreed but failed to purchase on such Closing Date does not exceed 10% of the
total number of Common Shares which the Underwriters are obligated to purchase
on such Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Common Shares which such defaulting Underwriters agreed but failed to
purchase on such Closing Date.  If any Underwriter or Underwriters so default
and the aggregate number of Common Shares with respect to which such default
occurs is more than the above percentage and arrangements satisfactory to the
Representatives and the Company for the purchase of such Common Shares by other
persons are not made within 48 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or
the Company except for the expenses to be paid by the Company pursuant to
Section 6 hereof.

In the event that Common Shares to which a default relates are to be purchased
by the non-defaulting Underwriters or by another party or parties, the
Representatives or the Company shall have the right to postpone the First or
Second Closing Date, as the case may be, for not more than five business days
in order that the necessary changes in the Registration Statement, Prospectus
and any other documents, as well as any other arrangements, may be effected.
As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section.  Nothing herein will relieve
a defaulting Underwriter from liability for its





                                      -27-
   28

default.

SECTION 12.  Effective Date.  This Agreement shall become effective immediately
as to Sections 6, 8, 10, 13 and 14 and, as to all other provisions, (i) if at
the time of execution of this Agreement the Registration Statement has not
become effective, at 2:00 P.M., California time, on the first full business day
following the effectiveness of the Registration Statement, or (ii) if at the
time of execution of this Agreement the Registration Statement has been
declared effective, at 2:00 P.M., California time, on the first full business
day following the date of execution of this Agreement; but this Agreement shall
nevertheless become effective at such earlier time after the Registration
Statement becomes effective as you may determine on and by notice to the
Company or by release of any of the Common Shares for sale to the public.  For
the purposes of this Section 12, the Common Shares shall be deemed to have been
so released upon the release for publication of any newspaper advertisement
relating to the Common Shares or upon the release by you of telegrams (i)
advising Underwriters that the Common Shares are released for public offering,
or (ii) offering the Common Shares for sale to securities dealers, whichever
may occur first.

SECTION 13.  Termination.  Without limiting the right to terminate this
Agreement pursuant to any other provision hereof:

         (a)  This Agreement may be terminated by the Company by notice to you
or by you by notice to the Company at any time prior to the time this Agreement
shall become effective as to all its provisions, and any such termination shall
be without liability on the part of the Company to any Underwriter (except for
the expenses to be paid or reimbursed by the Company pursuant to Sections 6 and
8 hereof and except to the extent provided in Section 10 hereof) or of any
Underwriter to the Company (except to the extent provided in Section 10
hereof).

         (b)  This Agreement may also be terminated by you prior to the First
Closing Date by notice to the Company (i) if additional material governmental
restrictions, not in force and effect on the date hereof, shall have been
imposed upon trading in securities generally or minimum or maximum prices shall
have been generally established on the New York Stock Exchange or on the
American Stock Exchange or in the NASDAQ National Market, or trading in
securities generally shall have been suspended on either such Exchange or in
the NASDAQ National Market, or a general banking moratorium shall have been
established by federal, New York or California authorities, (ii) if an outbreak
of major hostilities or other national or international calamity or any
substantial change in political, financial or economic conditions shall have
occurred or shall have accelerated or escalated to such an extent, as, in the
judgment of the  Representatives, to affect adversely the marketability of the
Common Shares, (iii) if any adverse event shall have occurred or shall exist
which makes untrue or incorrect in any material respect any statement or
information contained in the Registration Statement or Prospectus or which is
not reflected in





                                      -28-
   29

the Registration Statement or Prospectus but should be reflected therein in
order to make the statements or information contained therein not misleading in
any material respect, or (iv) if there shall be any action, suit or proceeding
pending or threatened, or there shall have been any development or prospective
development involving particularly the business or properties or securities of
the Company or any of its subsidiaries or the transactions contemplated by this
Agreement, which, in the reasonable judgment of the Representatives, may
materially and adversely affect the Company's business or earnings and makes it
impracticable or inadvisable to offer or sell the Common Shares.  Any
termination pursuant to this subsection (b) shall be without liability on the
part of any Underwriter to the Company or on the part of the Company to any
Underwriter (except for expenses to be paid or reimbursed by the Company
pursuant to Sections 6 and 8 hereof and except to the extent provided in
Section 10 hereof).



SECTION 14.  Representations and Indemnities to Survive Delivery.  The
respective indemnities, agreements, representations, warranties and other
statements of the Company and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter or the Company or any
of its or their partners, officers or directors or any controlling person, as
the case may be, and will survive delivery of and payment for the Common Shares
sold hereunder and any termination of this Agreement.

SECTION 15.  Notices.  All communications hereunder shall be in writing and, if
sent to the Representatives shall be mailed, delivered or telecopied and
confirmed to you at 600 Montgomery Street, San Francisco, California 94111,
Attention:  General Counsel, with a copy to Locke Purnell Rain Harrell (A
Professional Corporation), 2200 Ross Avenue, Suite 2200, Dallas, Texas  75201,
Attention:  Dan Busbee; and if sent to the Company shall be mailed, delivered
or telecopied and confirmed to the Company at Wolverine World Wide, Inc., 9341
Courtland Drive, N.E., Rockford, Michigan  49351, Attention:  Blake W. Krueger,
General Counsel and Secretary.  The Company or you may change the address for
receipt of communications hereunder by giving notice to the others.

SECTION 16.  Successors.  This Agreement will inure to the benefit of and be
binding upon the parties hereto, including any substitute Underwriters pursuant
to Section 11 hereof, and to the benefit of the officers and directors and
controlling persons referred to in Section 10, and in each case their
respective successors, personal representatives and assigns, and no other
person will have any right or obligation hereunder.  No such assignment shall
relieve any party of its obligations hereunder.  The term "successors" shall
not include any purchaser of the Common Shares as such from any of the
Underwriters merely by reason of such purchase.





                                      -29-
   30

SECTION 17.  Representation of Underwriters.  You will act as  Representatives
for the several Underwriters in connection with all dealings hereunder, and any
action under or in respect of this Agreement taken by you, as  Representatives,
will be binding upon all the Underwriters.

SECTION 18.  Partial Unenforceability.  The invalidity or unenforceability of
any Section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other Section, paragraph or provision hereof.
If any Section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made
such minor changes (and only such minor changes) as are necessary to make it
valid and enforceable.

SECTION 19.  Applicable Law.  This Agreement shall be governed by and construed
in accordance with the internal laws (and not the laws pertaining to conflicts
of laws) of the State of Michigan.

SECTION 20.  General.  This Agreement constitutes the entire agreement of the
parties to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect
to the subject matter hereof.  This Agreement may be executed in several
counterparts, each one of which shall be an original, and all of which shall
constitute one and the same document.

In this Agreement, the masculine, feminine and neuter genders and the singular
and the plural include one another.  The section headings in this Agreement are
for the convenience of the parties only and will not affect the construction or
interpretation of this Agreement.  This Agreement may be amended or modified,
and the observance of any term of this Agreement may be waived, only by a
writing signed by the Company and you.

If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed copies hereof, whereupon it will
become a binding agreement among  the Company and the several Underwriters
including you, all in accordance with its terms.

                              Very truly yours,

                              WOLVERINE WORLD WIDE, INC.



                               By:__________________________
                                       President


The foregoing Underwriting Agreement
is hereby confirmed and accepted by
us in San Francisco, California as of





                                      -30-
   31

the date first above written.

MONTGOMERY SECURITIES

Gerrard Klauer & Mattison
Acting as Representatives of the
several Underwriters named in
the attached Schedule A.

By MONTGOMERY SECURITIES


 By: _____________________________
          Managing Director





                                      -31-
   32


                                   SCHEDULE A




                                        Number of Firm
                                        Common Shares
Name of Underwriter                     to be Purchased
- -------------------                     ---------------


Montgomery Securities ................
Gerrard Klauer & Mattison ............



                                           _________
         TOTAL ......................      
                                           =========





                                      -32-

   1
                                                                   EXHIBIT 1(b)

                     MASTER AGREEMENT AMONG UNDERWRITERS

                                                                   May 13, 1988
MONTGOMERY SECURITIES
600 Montgomery Street
San Francisco, California 94111

Ladies and Gentlemen:

        1.  General.  We understand that from time to time you may act as
Representative or as one of the Representatives of the several underwriters of
offerings of securities of various issuers.  This Agreement shall apply to any
such offering of securities in which we elect to act as an underwriter after
receipt of an invitation from your Syndicate Department which shall identify
the issuer, contain information regarding certain terms of the securities to be
offered and specify the amount of our proposed participation (subject to
increase as provided in the applicable Underwriting Agreement), and the names of
the other Representatives, if any. At or prior to the time of an offering, you
will advise us, to the extent applicable, as to the expected offering date, the
expected closing date, the initial public offering price, the interest or
dividend rate (or the method by which such rate is to be determined), the
conversion price, the underwriting discount, the management fee, the selling
concession and the reallowance, except that if the public offering price of the
securities is to be determined by a formula based upon the market price of
certain securities (such procedure being hereinafter referred to as "Formula
Pricing"), you shall so advise us and shall specify the maximum underwriting
discount, management fee and selling concession.  Such information may be
conveyed by you in one or more communications in the form of letters, wires,
telexes or other written communications or by telephone calls (provided any
such telephone calls are promptly confirmed in writing) (such communications
received by us with respect to an offering are hereinafter collectively
referred to as the "Invitation").  If the Underwriting Agreement (as
hereinafter defined) provides for the granting of an option to purchase
additional securities to cover over-allotments, you will notify us, in the
Invitation, of such option.

        This Agreement, as amended or supplemented by the Invitation, shall
become effective with respect to our participation in an offering of securities
if you have received our oral or written acceptance and you do not subsequently
receive a written communication revoking our acceptance prior to the time and
date specified in the Invitation (our unrevoked acceptance after expiration of
such time and date bing hereinafter referred to as our "Acceptance").  Our
Acceptance will constitute our confirmation that, except as otherwise stated in
such Acceptance, each statement included in the Master Underwriters'
Questionnaire set forth as Exhibit A hereto (or otherwise furnished to us) is
correct.

        The issuer of the securities in any offering of securities made
pursuant to this Agreement is hereinafter referred to as the "Company."  If the
Underwriting Agreement does not provide for an over-allotment option, the
securities to be purchased are hereinafter referred to as the "Securities"; if
the Underwriting Agreement provides for an over-allotment option, the
securities the Underwriters (as hereinafter defined) are initially obligated to
purchase pursuant to the Underwriting Agreement are hereinafter called the
"Firm Securities" and any additional securities which may be purchased upon
exercise of the over-allotment option are hereinafter called the "Additional
Securities," with the Firm Securities and all or any part of the Additional
Securities being hereinafter collectively referred to as the "Securities."  Any
underwriters of Securities under this Agreement, including the Representatives
(as hereinafter defined), are hereinafter collectively referred to as the
"Underwriters."  The term "underwriting obligation," as used in this Agreement
with respect to any Underwriter, shall refer to the amount of Securities,
including any Additional Securities (plus such additional Securities as may be
required by the Underwriting Agreement in the event of a default by one or more
of the Underwriters) which such Underwriter is obligated to purchase pursuant
to the provisions of the Underwriting Agreement.  All references herein to
"you" or to the "Representatives" shall mean Montgomery Securities and the
other firm or firms, if any, which are named as Representatives in the
invitation.  The
   2
Securities to be offered may, but need not, be registered for a delayed or
continuous offering pursuant to Rule 415 under the Securities Act of 1933, as
amended (the "Securities Act"). 

        The following provisions of this Agreement shall apply separately to
each individual offering of Securities. This Agreement may be supplemented or
amended by you by written notice to us and, except for supplements or
amendments set forth in an Invitation relating only to a particular offering of
Securities, any such supplement or amendment to this Agreement shall be
effective with respect to any offering of Securities to which this Agreement
applies after this Agreement is so amended or supplemented. 

        2. Underwriting Agreement; Authority of Representatives. We authorize
you to execute and deliver an underwriting or purchase agreement and any
amendment or supplement thereto and any associated pricing agreement or other
similar agreement (collectively, the "Underwriting Agreement") on our behalf
with the Company and/or any selling securityholder(s) with respect to
Securities in such form as you determine. We will be bound by all terms of the
Underwiting Agreement as executed. We understand that changes may be made in
those who are to be Underwriters and in the amount of Securities to be
purchased by them, but the amount of Securities to be purchased by us in
accordance with the terms of this Agreement and the Underwriting Agreement,
including the amount of Additional Securities, if any, which we may become
obligated to purchase by reason of the exercise of any over-allotment option
provided in the Underwriting Agreement, shall not be changed without our
consent. Without limiting the foregoing, we authorize you to (a) determine all
matters relating to advertising and communications with dealers or others, (b)
extend the time within which the Registration Statement (as hereinafter
defined) may become effective, (c) postpone the closing date or dates for any
offering, and (d) exercise any right of cancellation or termination.

        As Representatives of the Underwriters, you are authorized to take such
action as you deem necessary or advisable to carry out this Agreement, the
Underwriting Agreement, and the purchase, sale and distribution of the
Securities, and to agree to any waiver or modification of any provision of the 
Underwriting Agreement.  To the extent applicable, you are also authorized to
determine (i) the amount of Additional Securities, if any, to be purchased by
the Underwriters pursuant to any over-allotment option, and (ii) with respect
to offerings using Formula Pricing, the initial public offering price and the
price at which the Securities are to be purchased by the Underwriters in
accordance with the Underwriting Agreement. Authority with respect to matters
to be determined by you, or by you and the Company pursuant to the Underwriting
Agreement, shall survive the termination of this Agreement. Your authority
hereunder and under the Underwriting Agreement may be exercised by the
Representatives jointly or by Montgomery Securities acting alone. 

        3. Registration Statement and Prospectus. You will furnish to us, to
the extent made available to you by the Company, copies of the registration
statement, the related prospectus and the amendment(s) thereto (excluding
exhibits but including any documents incorporated by reference therein) filed
with the Securities and Exchange Commission (the "Commission") in respect of
the Securities, and our Acceptance of the Invitation with respect to an
offering of Securities will serve to confirm that we are willing to accept the
responsibility of an Underwriter thereunder and to proceed as therein
contemplated. Such Acceptance will further confirm that the statements made
under the heading "Underwriting" in the proposed final form of prospectus,
insofar as they relate to us, do not contain any untrue statment of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. As hereinafter
mentioned, the "Registration Statement" and the "Prospectus" refer to the
Registration Statement and Prospectus included as a part thereof, in the form
in which the Registration Statement becomes effective (including all
information deemed to be a part thereof pursuant to Rule 430A promulgated under
the Securites Act) and the form in which the Prospectus is filed pursuant to
Rule 424(b) under the Securities Act or, if no such filing is required, the
form in which the Prospectus is in at the time the Registration Statement in
which it is contained becomes effective, with respect to the Securities. Each
preliminary prospectus with respect to the Securities is herein referred to as
a "Preliminary Prospectus." The use of our name in the Prospectus and any
Preliminary Prospectus, as one of the Underwriters, has our consent. You are

                                      2
   3
authorized, with the approval of counsel for the Underwriters, to approve on
our behalf any further amendments or supplements to the Registration Statement
or the Prospectus which may be necessary or appropriate.

        4.  Compensation.  As our share of the compensation to be paid for your
services, we will pay you, and we authorize you to charge our account therefor,
a management fee as specified in the Invitation for the offering. If there is
more than one Representative, such compensation will be divided among the
Representatives in such proportion as you may determine.

        5.  Public Offering.  In connection with the public offering of the
Securities, we authorize you, in your discretion:

            (a) to determine the time of the initial public offering, the
    initial public offering price, the purchase price of the Securities to the
    Underwriters, and the concessions and discounts to Selected Dealers (as
    defined below) to change the public offering price and such concessions and
    discounts (and we agree to be bound by any such change), to furnish the
    Company with the information to be included in the Registration Statement
    and any amendment or supplement thereto with respect to the terms of the
    offering, and to determine all matters relating to advertising and
    communications with Selected Dealers and others;

            (b) to reserve for sale to dealers selected by you, among whom
    any  of the Underwriters may be included ("Selected Dealers"), who shall be
    either (i) members of the National Association of Securities Dealers, Inc.
    (the "Association") who agree in writing to comply with Section 24 of
    Article III of the Association's Rules of Fair Practice or (ii) foreign
    dealers not eligible for membership in the Association who agree in writing
    not to make sales within the United States, its territories or possessions
    or to persons who are citizens or residents therein, to comply with the
    Association's Interpretation with Respect to Free-Riding and Withholding,
    and to comply with Sections 8, 24, 25 (as such Sections apply to foreign
    non-members  of the Association) and 36 of Article III of the Association's
    Rules of Fair Practice, and to others, all or any part of the Securities to
    be purchased by us, such reservations for sales to Selected Dealers to be
    in such proportions as you may determine and such reservations for sales to
    others to be as nearly as practicable in proportion to the respective
    underwriting obligations of the Underwriters unless you agree to a smaller
    proportion at the request of any Underwriter, and from time to time to add
    to the reserved Securities any Securities retained by us remaining unsold
    and to release to us any of our Securities reserved but not sold;

            (c) to sell reserved Securities as nearly as practicable in
    proportion to the respective reservations, (i) to Selected Dealers, under
    Selected Dealers Agreements in substantially the form attached hereto as
    Exhibit B or otherwise, at the public offering price less the applicable
    Selected Dealers' concession, and (ii) to others at the public offering 
    price; and

            (d) to buy Securities for our account from Selected Dealers at the 
    initial public offering price less such amount not in excess of the
    applicable Selected Dealers' concession as you determine.

    After, and only after, advice from you that the Securities are released
for public offering, we will offer to the public in conformity with the terms
of the offering as set forth in the Prospectus or any amendment or supplement
thereto such of the Securities to be purchased by us as you advise us are not
reserved.

    We will comply with any and all restrictions which may be set forth in
the Invitation.  The initial public advertisement with respect to the
Securities shall appeal on such date, and shall include the names of such of
the Underwriters, as you may determine.

    6. Additional Provisions Regarding Sales.  Any Securities sold by us
(otherwise than through you) which you purchase in the open market or otherwise
prior to the termination of this Agreement as provided in Section 12, shall be
repurchased by us on demand at the cost to you of such purchase plus commissions
and taxes on redelivery.  Securities delivered on such repurchase need not be
the  

                                      3
   4
identical Securities so purchased. In lieu of such action, you may, in your
discretion, sell for our account the Securities so purchased and debit or
credit our account for the loss or profit resulting from such sale, or charge
our account with an amount not in excess of the Selected Dealers' concession
with respect to such Securities.

        Sales of Securities among the Underwriters may be made with your prior
consent or as you deem advisable for Blue Sky law purposes. 

        In connection with offers to sell and sales of the Securities, we will
comply with all applicable laws and all applicable rules, regulations and
interpretations of all governmental and self-regulatory agencies.

        7.  Payment and Delivery. At or before such time, on such dates as you
may specify in the Invitation and at your offices unless you otherwise specify
in the Invitation, we will deliver to you a certified or bank cashier's check
in such funds as are specified in the Invitation, payable to the order of
Montgomery Securities (unless otherwise specified in the Invitation) in an
amount equal to, as you direct, either (i) the public offering price or prices
plus accrued interest, amortization of original issue discount or dividends, if
any, set forth in the Prospectus less the concession to Selected Dealers in
respect of the amount of Securities to be purchased by us in accordance with
the terms of this Agreement, or (ii) the amount set forth in the Invitation
with respect to the Securites to be purchased by us. We authorize you to make
payment for our account of the purchase price for the Securities to be
purchased by us against delivery to you of such Securities (which, in the case
of Securities which are debt obligations, may be in temporary form), and the
difference between such purchase price of the Securities and the amount of our
funds delivered to you therefor shall be credited to our account.

        You may, in your discretion, make payment of such purchase price on our
behalf as provided in Section 8 hereof, but any such payment shall not relieve
us of any of our obligations under the Underwriting Agreement or under this
Agreement and we agree to pay you on demand the amount so advanced for our 
account. We authorize you, as our custodian, to take delivery of our Securities 
and to hold the same for our account, in your name or otherwise subject to the
provisions of this Agreement, and to deliver our reserved Securities against
sales. Delivery to us of Securities retained by us for direct sale shall be
made by you as soon as practicable after your receipt of the Securities. Upon
termination of the provisions of this Agreement as provided in Section 12, you
shall deliver to us any Securities reserved for our account for sale to
Selected Dealers and others which remain unsold at that time, except that if,
upon such termination, the aggregate of all reserved and unsold Securities of
all Underwriters does not exceed 10% of the total amount of Securities
underwritten, you are authorized in your discretion to sell such Securities for
the accounts of the several Underwriters at such price or prices as you may
determine. After you receive payment for reserved Securities sold for our
account, you shall remit to us the purchase price paid by us for such
Securities and debit or credit our account with the difference (if any) between
the sale price and such purchase price.

        If we are a member of The Depository Trust Company or any other
depository or similar facility, you are authorized to make appropriate
arrangements for payment for and/or delivery through its facilities of the
Securities to be purchased by us, or, if we are not a member, settlement may be
made through a correspondent that is a member pursuant to our timely
instructions to you.

        In the event that the Underwriting Agreement for an offering provides
for the payment of a commission or other compensation to the Underwriters, we
authorize you to receive such commission or other compensation for our account.

        8.  Authority to Borrow. In connection with the purchase or
carrying for our account of any of the Securities to be purchased by us under
this Agreement or the Underwriting Agreement or any other securities purchased
for our account pursuant to Section 9 hereof, we authorize you, in your
discretion, to advance your funds for our account, charging current interest
rates (but not in excess of the amount permitted by law), to arrange loans for
our account, and in connection therewith to execute and deliver any notes or
other instruments and hold or pledge as security any of our Securities


                                      4
   5
or other securities purchased for our account. Any lender may rely upon your
instructions in all matters relating to any such loan.

        Any Securities held by you for our account may be delivered to us for
carrying purposes, and if so delivered will be redelivered to you upon demand.

        9.  Stabilization and Over-Allotment. We authorize you, in your
discretion, to make purchases and sales of the Securities, any other securities
of the Company of the same class and series, any securities of the Company into 
which the Securities are convertible or exchangeable and any other securities of
the Company which you may designate, in the open market or otherwise, for long
or short account, on such terms and for such prices as you deem advisable, and
to over-allot in arranging sales. Such purchases and sales and over-allotments
will be made for the accounts of the Underwriters as nearly as practicable in
proportion to their respective underwriting obligations. It is understood that
you may have made purchases of securities of the Company for stabilizing
purposes prior to the time when we become one of the Underwriters, and we agree
that any securities so purchased shall be treated as having been purchased for
the respective accounts of the Underwriters pursuant to the foregoing
authorization. We authorize you, in your discretion, to cover any short
position or liquidate any long position incurred pursuant to this Section 9 by 
purchasing or selling Securities on such terms and at such times and prices
during the term of this Agreement or after its termination as you deem
advisable. At no time will the amount of our net commitment either for long or
short account under this Section 9 exceed 15% of our underwriting obligation.
Soley for the purposes of the immediately preceding sentence, our "underwriting
obligation" shall be deemed to exclude any Securities which we are obligated to
purchase solely by virtue of the exercise of an over-allotment option. We will
on demand take up and pay at cost Securities so purchased and deliver any
Securities so sold or overalloted for our account, and, if any Underwriter
defaults in any such obligation, each non-defaulting Underwriter will assume
its proportionate share of such obligation without relieving the defaulting
Underwriter from liability. The provisions of this Section 9 do not constitute
an assurance that the price of the Securities will be stabilized or that
stabilization, if commenced, may not be discontinued at any time.

        Upon request, we will advise you of the Securities retained by us and
unsold and will sell to you for the account of one or more of the Underwriters
such of the unsold Securities retained by us and at such price, not less than
the applicable net price to Selected Dealers nor more than the public offering
price, as you may determine.

        We and each other Underwriter authorize you, as our Representative, to
file with the Securities and Exchange Commssion (the "Commission") any notices
and reports which may be required as a result of any transactions made by you
for the accounts of the Underwriters pursuant to this Section 9. We understand
that, in the event that you effect stabilization pursuant to this Section, you
will notify us promptly of the date and time when the first stabilizing
purchase is effected and the date and time when stabilizing terminated. We
agree that stabilizing by us may be effected only with your consent, and we
will furnish you with such information and reports relating to such
stabilization as are required by the rules and regulations of the Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        10.  Open Market Transactions. Until termination of this Agreement,
unless this restriction is sooner terminated by you, we agree not to bid for,
purchase, sell or attempt to induce others to purchase or sell, directly or
indirectly, any of the Securities or securities exchangeable for, or convertible
into, or exercisable against the Securities, any security of the same class and
series as the Securities and any right to purchase the Securities or any such
security, including trading in any put or call option on any such security other
than (a) as provided for in this Agreement or in the Underwriting Agreement or
(b) as a broker in executing unsolicited orders.

        We represent that we have not participated in any transaction
prohibited by the preceding paragraph and that we have at all times complied
with the provisions of Rule 10b-6 of the Commission applicable to the offering
of the Securities.

                                      5

   6
        11.  Expenses and Settlement.  You may charge our account with all
transfer taxes on sales or purchases made of Securities purchased for our
account and with our proportionate share (based upon our underwriting
obligation or upon sales for our accounts, as you shall determine in your sole
discretion) of all other expenses incurred by you under this Agreement or in
connection with the purchase, carrying, sale or distribution of the Securities.
With respect to each offering of Securities to which this Agreement applies,
the respective accounts of the Underwriters shall be settled as promptly as
practicable after the termination of this Agreement as provided in Section 12,
but you may reserve such amount as you deem advisable for additional expenses.
Your determination of the amount to be paid to or by us will be conclusive. You
may at any time make partial distributions of credit balances or call for
payment of debit balances. Any of our funds in your hands may be held with your
general funds without segregation and without accountability for interest.
Notwithstanding any settlement, we will remain liable for taxes on transfers
for our account and for our proportionate share (based upon our underwriting
obligation) of all expenses and liabilities which may be incurred by or for the
accounts of the Underwriters with respect to each offering of Securities to
which this Agreement applies.

        12.  Termination.  With respect to each offering of Securities to which
this Agreement applies, all limitations in this Agreement on the price at which
the Securities may be sold, the periods of time referred to in Sections 6, 7,
11 and 18, the authority granted by the first sentence of Section 9, and the
restrictions contained in Section 10, shall terminate at the close of business
on the 30th day after the commencement of the offering of such Securities. You
may terminate any or all of such provisions at any time prior thereto by notice
to the Underwriters. All other provisions of this Agreement shall survive the
termination of such provisions and shall remain operative and in full force and
effect with respect to such offering.

        13.  Default by Underwriters.  Default by one or more Underwriters
hereunder or under the Underwriting Agreement shall not release the other
Underwriters from their obligations or affect the liability of any defaulting
Underwriter to the other Underwriters for damages resulting from such default.
If one or more Underwriters default under the Underwriting Agreement, you may
(but shall not be obligated to) arrange for the purchase by others, including
you or other non-defaulting Underwriters, of the Securities not taken up by the
defaulting Underwriter or Underwriters.

        In the event that such arrangements are made, the respective
underwriting obligations of the non-defaulting Underwriters and the amounts of
the Securities to be purchased by others, if any, shall be taken as the basis
for all rights and obligations hereunder; but this shall not in any way affect
the liability of any defaulting Underwriter to the other Underwriters for
damages resulting from its default, nor shall any such default relieve any
other Underwriter of any of its obligations hereunder or under the Underwriting
Agreement except as herein or therein provided. In addition, in the event of
default by one or more Underwriters in respect of their obligations under the
Underwriting Agreement to purchase the Securities agreed to be purchased by
them thereunder and, to the extent that arrangements shall not have been made
by you for any person to assume the obligations of such defaulting Underwriter
or Underwriters, we agree, if provided in the Underwriting Agreement, to assume
our proportionate share, based upon our underwriting obligation, of the
obligations of each such defaulting Underwriter (subject to the limitations
contained in the Underwriting Agreement) without relieving such defaulting
Underwriter of its liability therefor.

        In the event of default by one or more Underwriters in respect of their
obligations under this Agreement to take up and pay for any shares of
Securities purchased by you for their respective accounts pursuant to Section 9
hereof, or to deliver any such shares of Securities sold or over-allotted by
you for their respective accounts pursuant to any provision of this Agreement,
and to the extent that arrangements shall not have been made by you for other
persons to assume the obligations of such defaulting Underwriter or
Underwriters, each non-defaulting Underwriter shall assume its proportionate
share of the aforesaid obligations of each such defaulting Underwriter without
relieving any such defaulting Underwriter of its liability therefor.

                                      6



   7
     14.  Position of Representatives; No Liability for Certain Matters.  You
shall be under no liability to us for any act or omission except for your lack
of good faith in the performance of the obligations expressly assumed by you in
this Agreement, but no obligations on your part shall be implied or inferred
herefrom.  Without limitation, you shall be under no liability for or in
respect of the validity or value of, or title to, the Securities; the form of,
or the statements contained in, or the validity of, the Registration Statement
as initially filed, any Preliminary Prospectus, the Registration Statement or
the Prospectus, or any amendment or supplement to any of them, or any other
letters or instruments executed by or on behalf of the Company or others; the
form or validity of the Underwriting Agreement, the Selected Dealers Agreement
or this Agreement; the delivery of the Securities; the performance by the
Company or others of any agreement on its or their part to be performed; the
qualification of the Securities for sale under the laws of any jurisdiction; or
any matter in connection with any of the foregoing.  The rights and liabilities
of the Underwriters are several and not joint and nothing shall constitute the
Underwriters a partnership, association or separate entity.

     If the Underwriters are deemed to constitute a partnership for federal
income tax purposes, we elect to be excluded from the application of Subchapter
K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended,
and agree not to take any position inconsistent with such election, and you are
authorized, in your discretion, to execute on behalf of the Underwriters such
evidence of such election as may be required by the Internal Revenue Service.

     15.  Indemnification.  We will indemnify and hold harmless each other
Underwriter and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Securities Act, to the extent and upon the terms
upon which each Underwriter agrees to indemnify the Company and other specified
persons as set forth in the Underwriting Agreement.

     If at any time claim or claims (whether alone or together with another
claim or claims) shall be asserted against you, individually or as
Representative of the Underwriters, or against any other Underwriter, or
against any person who controls either you or such other Underwriter within the
meaning of Section 15 of the Securities Act, which claim or claims arise out of
or are based in whole or in part upon (i) any actual or alleged untrue or
misleading statement in or omission from any version of the Registration
Statement or Prospectus, or any amendment or supplement to any of them, (ii)
any actual or alleged action or omission to act by you or any other
Underwriter or any other person in connection with the preparation for and
management or other effectuation of any of the transactions contemplated by
this Agreement, the Selected Dealers Agreement or the Underwriting Agreement or
(iii) any other actual or alleged action or omission in connection with or
related to the offer or sale of the Securities, we authorize you to make such
investigation, to retain or arrange for or approve the retaining of such
attorneys (including, in your discretion, separate attorneys for any single
Underwriter or group of Underwriters) and to take such other action as you
shall deem necessary or desirable under the circumstances, including settlement
of any such claim or claims.  We will pay you, on request, our proportionate
share (based upon the underwriting obligation of all Underwwriters
participating in such indemnification) of all expenses incurred by you to the
date of each such request (including, without limitation, cost of investigation
and the fees and disbursements of your attorneys and any other attorneys
retained by you or whose retaining you arrange for or approve) in
investigating, defending against and negotiating with respect to such claim or
claims, and our similar proportionate share of any liability incurred to the
date of each such request by you, by any such other Underwriter or by any such
controlling person in respect of such claim or claims, whether such liability
shall be the result of a judgment or the result of any such settlement.  In
determining the amount of our obligation under this paragraph, appropriate
adjustment may be made by you to reflect any amounts received by any one or
more Underwriters in respect of such claim from the Company pursuant to the
Underwriting Agreement or otherwise.  If any Underwriter or Underwriters
default in their obligation to make any payments under this second paragraph of
Section 15, each non-defaulting Underwriter shall be obligated to pay its
proportionate share of all defaulted payments, based upon such Underwriter's
underwriting obligation as related to the underwriting obligations of all
non-defaulting Underwriters.  Nothing herein shall relieve a defaulting
Underwriter from liability for its

                                      7
   8
default.  No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

        In addition and without limitation, we will indemnify and hold harmless
you, each other Underwriter and each person, if any, who controls you and each
Underwriter within the meaning of Section 15 of the Securities Act, against any
claim or claims, liabilities and expenses (including, without limitation, costs
of investigation, attorneys' fees and disbursements and amounts paid upon
judgment or settlement) to which you, any such other Underwriters and any such
controlling persons may become subject or incur, in whole or in part, as a
result of our actual or alleged failure to timely perform our obligations under
this Agreement, the Underwriting Agreement or under applicable law or the
inaccuracy of any of our representations in this Agreement or the Master
Underwriters' Questionnaire (as attached hereto as Exhibit A), and we will,
upon such request as may be made from time to time, pay to you, each such other
Underwriter and each such controlling person (i) such expenses as have been
incurred by you, such other Underwriters and such controlling persons to the
date of each such request (including, without limitation, costs of
investigation and attorneys' fees and disbursements) in whole or in part in
investigating, defending against and negotiating with respect to such claim or
claims, and (ii) any liabilities incurred by you, such other Underwriters or
such controlling persons to the date of each such request, in whole or in part,
as a result of such claim or claims, whether such liability shall be the result
of a judgment or the result of any settlement made by you, such other
Underwriter or such controlling person.

        You shall give us reasonably prompt notice of the assertion of any such
claim or claims referred to in this Section 15, as well as such reports from
time to time as you shall deem reasonable as to the status thereof and as to
the actions taken by you in respect thereof pursuant to the foregoing
authorizations and indemnifications, although your failure to do so shall not
affect our obligations hereunder.  In addition, we will cooperate with you and
attorneys retained by you (or which you arranged for or approved the retaining
of) in investigating and defending against any such claim or claims referred to
in this Section 15 and will make available all relevant records and documents
and appropriate personnel.  We understand that the discharge of any obligations
that we may have under the provisions of the preceding two paragraphs of this
Section 15 shall not relieve us of any obligation that we may have under the
first paragraph of this Section 15.  The foregoing indemnifications will be in
addition to, and will not supersede, any other indemnification to which you,
any such other Underwriter and any such controlling person shall be entitled 
from us by virtue of this Agreement, by operation of law or otherwise.

        The provisions of Section 14 hereof and our agreements contained in
this Section 15 shall remain in full force and effect regardless of any
investigation made by or on behalf of you, any other Underwriter or any
controlling person and shall survive the delivery of the Securities and the
termination of this Agreement and the similar agreements entered into with the
other Underwriters.

        16.  Reports and Blue Sky Matters.  We authorize you to file with the
Commission and any other governmental agency any reports required in connection
with any transactions effected by you for our account pursuant to this
Agreement and the Underwriting Agreement, and we will furnish any information
needed for such reports.  As provided in Section 9 hereof, we agree to notify
you in writing of the information specified in Rule 17a-2(d) of the Commission
promulgated under the Exchange Act.  You shall not have any responsibility with
repect to the right of any Underwriter or other person to sell the Securities
in any jurisdiction, notwithstanding any information you may furnish in that
connection.

        We are familiar with Rule 15c2-8 promulgated under the Exchange Act
relating to the distribution of preliminary and final prospectuses for
securities of an issuer (whether or not the issuer is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act) and confirm that we
will comply therewith in connection with any sale of Securities.


                                      8
   9
        17.  NASD Membership.  We understand that you are a member in good
standing of the Association.  We confirm that we are actually engaged in the
investment banking or securities business and are either a member in good
standing of the Association or foreign dealer not eligible for membership in
the Association who has agreed not to make sales within the United States, its
territories or possessions or to persons who are citizens thereof or residents
therein, to comply with the requirements of the Association's Interpretation
with Respect to Free-Riding and Withholding in making sales of the Securities
and not to use any means of interstate commerce to effect such sales unless we
are registered under the Exchange Act.  In connection with our sale of the
Securities, and without limiting the foregoing, we specifically agree to comply
with Section 24 of Article III of the Rules of Fair Practice of the Association
or, if we are a foreign dealer not a member of the Association, we agree to
comply as though we were a member with Sections 8, 24 and 36 of said Article
and with Section 25 of said Article as that Section applies to non-member
brokers or dealers in a foreign country.

        We authorize you to file on our behalf with the Association such
documents and information, if any, which are available or have been furnished
to you for filing pursuant to applicable rules, statements and interpretations
of the Association.

        18.  Representations and Agreements.  (a)  We understand that it is our
responsibility to examine the Registration Statement, the Prospectus, any
amendment or supplement thereto relating to the offering of the Securities, any
preliminary prospectus and the material, if any, incorporated by reference
therein and we will familiarize ourselves with the terms of the Securities and
the other terms of the offering thereof which are to be reflected in the
Prospectus and the Invitation with respect thereto.  You are authorized, with
the approval of counsel for the Underwriters, to approve on our behalf any
amendments or supplements to the Registration Statement or the Prospectus.

        (b)  We confirm that the information that we have given or are deemed
to have been given in response to the Master Underwriters' Questionnaire
attached as Exhibit A hereto (which information has been furnished to the
Company for use in the Registration Statement or the Prospectus) is correct. 
We will notify you immediately if any development occurs before the termination
of this Agreement under Section 12 as to the offering of Securities which makes
untrue or incomplete any information that we have given or are deemed to have
been given in response to the Master Underwriters' Questionnaire.

        (c)  Unless we have promptly notified you in writing otherwise, our
name as it should appear in the Prospectus and our address are as set forth on
the signature page hereof.

        (d)  We agree that if we are advised by you that the Company was not,
immediately prior to the filing of the Registration Statement, subject to the
requirements of Section 13(a) or 15(d) of the Exchange Act, we will not,
without your consent, sell any of the Securities to an account over which we
exercise discretionary authority.

        19.  Capital Requirements.  We confirm that our net capital and the
ratio of our aggregate indebtedness to our net capital is such that we may, in
accordance with and pursuant to Rule 15c3-1 promulgated by the Commission under
the Exchange Act, and other applicable laws, rules and regulations relating to
us, agree to purchase the Securities that we are obligated to purchase
hereunder and under the Underwriting Agreement.

        20.  Notices.  All notices to us will be considered duly given if
mailed or telegraphed to our address as set forth on the signature page hereof
(as such address may be changed by written notice to you).  All notices to you
will be considered duly given if mailed or telegraphed to Montgomery Securities
at the address set forth above, directed to the attention of the Syndicate
Department, or to such other address as you may specify to us in writing from
time to time.

        21.  General Provisions.  Subject to the provisions of Section I
hereof, this Agreement may be amended or modified by notication in writing by
you to us.  This Agreement will be governed by and construed in accordance with
the laws of th State of California.  The invalidity or unenforceability of


                                      9
   10
any provision or portion of this Agreement shall not affect the
validity or enforceability of the other provisions hereof.  If any provision or
portion of this Agreement shall be invalid or unenforceable for any reason,
there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.

        Neither this Agreement nor any rights hereunder may be directly or
indirectly assigned (whether by merger, reverse merger, sale of stock or
assets, operation of law or, without limitation, otherwise) by us. This
Agreement shall inure to the benefit of and be binding upon the permissible
successors and assigns and the heirs, executors and administrators of the
parties hereto. No such assignment will relieve us of our obligations
hereunder.

        In this Agreement, the masculine, feminine and neuter genders and the
singular and the plural include one another. The section headings in this
Agreement are for the convenience of the parties only and will not affect the
construction or interpretation of this Agreement. This Agreement may be
executed in several counterparts, each one of which shall be an original and
all of which shall constitute one and the same document.

                                        Very truly yours,


                                        --------------------------------------
                                                    Name of Firm

                                        By 
                                           -----------------------------------

                                        Name: 
                                              --------------------------------

                                        Title:
                                               -------------------------------

                                        Address:


                                        --------------------------------------
                                        
                                        --------------------------------------
                                        
                                        --------------------------------------
                                        

Confirmed, as of the
date first above written.

MONTGOMERY SECURITIES

By 
   ---------------------------------
               Partner



                                      10
   11
                                                                      EXHIBIT A

                      MASTER UNDERWRITERS' QUESTIONNAIRE

        In connection with each offering of Securities to which the foregoing
Master Agreement Among Underwriters dated May 13, 1988 between Montgomery
Securities and the Underwriter executing the same relates, except as otherwise
disclosed to the Representatives in writing, such Underwriter advises the
Representatives as follows and authorizes the Representatives to use the
information furnished in response to this Master Underwriters' Questionnaire
in the Registration Statement relating to the Securities:

        (a)     Neither such Underwriter nor any of its directors, officers or
partners, individually or as a part of a "group" (as that term is used in
Section 13(d)(3) of the Exchange Act), (i) has a "material" relationship (as
defined in Rule 405 under the Act) with the Company or any other seller of
Securities in the offering or (ii) is a director, officer or holder (of record
or beneficially) of 5% or more of any class of voting securities of the Company
or any other seller of Securities in the offering:

        (b)     With reference to the Interpretation of the Board of Governors
of the Association with respect to the Review of Corporate Financing, neither
such Underwriter nor any of its "related persons" (as defined by the
Association) (i) has purchased or otherwise acquired from the Company any
warrants, options or other securities of the Company within 18 months prior to
the date that the Registration Statement was initially filed or subsequent to
tht date, and there are no existing arrangements for any such purchase or (ii)
has had any dealings with the Company (except those with respect to the
Underwriting Agreement) or any "affiliate" of the Company (as defined in Rule
405 under the Act) as to which documents or other information are required to
be furnished to the Association pursuant to such Interpretation;

        (c)     Other than as may be stated in the Registration Statement, any
Prospectus, the Master Agreement Among Underwriters, the Underwriting Agreement
or any selling agreements, such Underwriter does not know of any discounts or
commissions, including any cash, securities, contract or other consideration to
be received by any dealer in connection with the sale of the Securities, or of
any intention to over-allot the Securities or to stabilize the price of any
security to facilitate the offering of the Securities;

        (d)     If the Securities are to be issued pursuant to a trust
indenture, such Underwriter is not in control of, controlled by, or under
common control with the Trustee, any other trustee under a trust indenture
relating to securities of the Company and qualified under the Trust Indenture
Act of 1939 (an "Other Trustee") or any of their respective affiliates, and
none of said companies or affiliates, or any of their respective directors or
executive officers, is a director, officer, partner, employee, appointee or
representative of such Underwriter;

        (e)     If the Securities are to be issued pursuant to a trust
indenture, such Underwriter and its directors, executive officers and partners,
taken as a group, did not, on the date of the Trustee's Statement of
Eligibility and Qualification on Form T-1, own beneficially more than 1% of the
outstanding voting securities of the Trustee, the Trustee's parents, any
Other Trustee or the parent of any Other Trustee;

        (f)     If the Registration Statement is on Form S-1, such Underwriter
has not prepared or had prepared for it within the past 12 months any
engineering, management or similar report or memorandum relating to the broad
aspects of the business, operations or products of the Company, except for
reports solely comprising recommendations to buy, sell or hold the Company's
securities, unless such recommendations have changed within the past six
months;

        
   12
            (g) If the Registration Statement is on either Form S-2 or Form
        S-3, such Underwriter has not prepared any report or memorandum for
        external use by it or by the Company in connection with the proposed
        offering of the Securities;

            (h) Such Underwriter's proposed commitment to purchase Securities
        will not result in a violation by it of the financial responsibility
        requirements of Rule 15c3-1 under the Exchange Act;

            (i) Such Underwriter is familiar with the rules, regulations and    
        releases of the Commission dealing with dissemination of information    
        prior to and during registration and has not distributed nor will it
        distribute any written information outside of its organization relating
        to the Company or its securities other than in accordance with such
        rules, regulations and releases; and

            (j) If the Company is a "public utility," such Underwriter is not a
        "holding company" or a "subsidiary company" or an "affiliate" of a 
        "holding company" or of a "public utility," each as defined in the
        Public Utility Holding Company Act of 1935.

        All capitalized terms in this Questionnaire not otherwise defined
herein are used as defined in the foregoing Master Agreement Among Underwriters.

May 13, 1988

                                        Very Truly Yours

                                        ---------------------------------------
                                                     (Name of Firm)


                                        By 
                                           ------------------------------------
                                        Name: 
                                             ----------------------------------
                                        Title: 
                                              ---------------------------------



                                      2

   1
                                                                EXHIBIT 1(c)


                          SELECTED DEALERS AGREEMENT
                                                                May 13, 1988


MONTGOMERY SECURITIES
600 Montgomery Street
San Francisco, California 94111

Ladies and Gentlemen:

        1.   General.  We understand that Montgomery Securities is entering into
this Agreement with us and other firms who may be offered the right to purchase
as principal a portion of securities being distributed to the public. The terms
and conditions of this Agreement shall be applicable to any public offering of
securities ("Securities") pursuant to a registration statement filed under the
Securities Act of 1933 (the "Securities Act") wherein Montgomery Securities 
(acting for its own account or for the account of any underwriting or similar
group or syndicate) is responsible for managing or otherwise implementing the
sale of the Securities to selected dealers ("Selected Dealers") and has
expressly informed us that such terms and conditions shall be applicable. Any
such offering of Securities to us as a Selected Dealer is hereinafter called an
"Offering."  In the case of any Offering in which you are acting for the
account of any underwriting or similar group or syndicate ("Underwriters"), the
terms and conditions of this Agreement shall be for the benefit of, and binding
upon, such Underwriters, including, in the case of any Offering in which you
are acting with others as representatives of Underwriters, such other
representatives. The term "preliminary prospectus" means any preliminary
prospectus relating to an Offering of Securities or any preliminary prospectus
supplement together with a prospectus relating to an Offering of Securities;
the term "Prospectus" means the prospectus, together with the final prospectus
supplement, if any, relating to an Offering of Securities, either filed
pursuant to Rule 424(b) or Rule 424(c) under the Securities Act or, if no such
filing is required, the form of final prospectus contained in the related
registration statement at the time that it first becomes effective.

        2.   Conditions of Offering;  Acceptance and Purchase.  Any Offering
will be subject to delivery of the Securities and their acceptance by you and
any other Underwriters, may be subject to the approval of certain legal matters
by counsel and the satisfaction of other conditions, and may be made on the
basis of reservation of Securities or an allotment against subscription. You
will advise us by telegram, telex, or other form of written communication
("Written Communication") of the particular method and supplementary terms and
conditions (including, without limitation, the information as to prices and
offering date referred to in section 3(b)) of any Offering in which we are
invited to participate. To the extent such supplementary terms and conditions
are inconsistent with any provision herein, such terms and conditions shall
supersede any such provision. Unless otherwise indicated in any such Written
Communication, acceptances and other communications by us with respect to any
Offering should be sent to Montgomery Securities, 600 Montgomery Street, San
Francisco, California 94111.  You reserve the right to reject any acceptance in
whole or in part. Payment for Securities purchased by us is to be made at such
office as you may designate, at the public offering price, or if you shall so
advise us, at such price less the concession to dealers or at the price set
forth or indicated in a Written Communication, on such date as you shall
determine, on one days' prior notice to us, by certified or official bank check
payable in next day funds to the order of Montgomery Securities, against
delivery of certificates evidencing such Securities.  If payment is made for
Securities purchased by us at the public offering price, the concession to
which we shall be entitled will be paid to us upon termination of the
provisions of Section 3(b) hereof with respect to such Securities.

        Unless we promptly give you written instructions otherwise, if
transactions in the Securities may be settled through the facilities of The
Depository Trust Company, payment for and delivery of Securities purchased by us
will be made through such facilities if we are a member, or if we are not a
member, settlement may be made through our ordinary correspondent who is a
member.





   2
    3.  Representations, Warranties, and Agreement.

        (a)  Prospectuses. You shall provide us with such number of copies of
each preliminary prospectus, the Prospectus and any supplement thereto relating
to each Offering as we may reasonably request for the purposes contemplated by
the Securities Act and the Securities Exchange Act of 1934 (the "Exchange Act")
and the applicable rules and regulations of the Securities and Exchange
Commission thereunder. We represent that we are familiar with Rule 15c2-8 under
the Exchange Act relating to the distribution of preliminary and final
prospectuses and agree that we will comply therewith. We agree to keep an
accurate record of our distribution (including dates, number of copies, and
persons to whom sent) of copies of the Prospectus or any preliminary prospectus
(or any amendment or supplement to any thereof), and promptly upon request by
you, to bring all subsequent changes to the attention of anyone to whom such
material shall have been furnished. We agree to furnish to persons who receive
a confirmation of sale a copy of the Prospectus. We agree that in purchasing
Securities in an Offering we will rely upon no statements in the Prospectus
delivered to us by you. We will not be authorized by the issuer or other seller
of Securities offered pursuant to a Prospectus or by any Underwriters to give
any information or to make any representation not contained in the Prospectus
in connection with the sale of such Securities.

        (b)  Offer and Sale to the Public. With respect to any offering of
Securities, you will inform us by a Written Communication of the public
offering price, the selling concession, the reallowance (if any) to dealers,
and the time when we may commence selling Securities to the public. After such
public offering has commenced, you may change the public offering price, the
selling concession, and the reallowance to dealers. With respect to each
Offering of Securities, until the provisions of this Section 3(b) shall be
terminated pursuant to Section 4, we agree to offer Securities to the public
only at the public offering price, except that if a reallowance is in effect, a
reallowance from the public offering price not in excess of such reallowance
may be allowed as consideration for services rendered in distribution to
dealers who are actually engaged in the investment banking or securities
business, who execute the written agreement  prescribed by Section 24(c) of
Article III of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. (the "NASD") and who are either members in good
standing of the NASD or foreign brokers or dealers not eligible for membership
in the NASD who represent to us that they will promptly reoffer such Securities
at the public offering price and will abide by the conditions with respect to
foreign brokers and dealers set forth in Section 3(e) hereof.

        (c)  Stabilization and Overallotment. You may, with respect to any
Offering, be authorized to overallot in arranging sales to Selected Dealers, to
purchase and sell Securities, any other securities of the issuer of the
Securities of the same class and series and any other securities of such issuer
that you may designate for long or short account, and to stabilize or maintain
the market price of the Securities. We agree to advise you from time to time
upon request, prior to the termination of the provisions of Section 3(b) with
respect to any Offering, of the amount of Securities purchased by us hereunder
remaining unsold and we will, upon your request, sell to you, for the accounts
of the Underwriters, such amount of Securities as you may designate, at the
public offering price thereof less an amount to be determined by you not in
excess of the concession to dealers. In the event that prior to the later of
(i) the termination of the provisions of Section 3(b) with respect to any
Offering, or (ii) the covering by you of any short position created by you in
connection with such Offering for your account or the account of one or more
Underwriters, you purchase or contract to purchase for the account of any of
the Underwriters, in the open market or otherwise, any Securities theretofore
delivered to us, you reserve the right to withhold the above-mentioned
concession to dealers on such Securities if sold to us at the public offering
price, or if such concession has been allowed to us through our purchase at a
net price, we agree to repay such concession upon your demand, plus in each case
any taxes on redelivery, commissions, accrued interest, and dividends paid in
connection with such purchase or contract to purchase.

                                      2
   3
        (d)     Open Market Transactions.  We agree not to bid for, purchase,
attempt to purchase, or sell, directly or indirectly, any Securities, any other
securities of the issuer of the Securities of the same class and series, or any
other securities of such issuer as you may designate, except as brokers
pursuant to unsolicited orders and as otherwise provided in this Agreement. If
the Securities are common stock or securities convertible into common stock, we
agree not to effect, or attempt to induce others to effect, directly or
indirectly, any transactions in or relating to put or call options on any stock
of such issuer, except to the extent permitted by Rule 10b-6 under the Exchange
Act as interpreted by the Securities and Exchange Commission.

        (e)     NASD. We represent that we are actually engaged in the
investment banking or securities business and we are either a member in good
standing of the NASD, or, if not such a member, a foreign dealer not eligible
for membership. If we are such a member, we agree that in making sales of the
Securities we will comply with all applicable rules of the NASD, including,
without limitation, the NASD's Interpretation with Respect to Free-Riding and
Withholding and Section 24 of Article III of the Rules of Fair Practice. If we
are such a foreign dealer, we agree not to offer or sell any Securities in the
United States of America except through you and in making sales of Securities
outside the United States of America we agree to comply as though we were a
member with such Interpretation and Sections 8, 24, and 36 of Article III of
the NASD's Rules of Fair Practice and to comply with Section 25 of such Article
III as it applies to a non-member broker or dealer in a foreign country.

        (f)     Relationship among Underwriters and Selected Dealers. You may
buy Securities from or sell Securities to any Underwriter or Selected Dealer
and, with your consent, the Underwriters (if any) and the Selected Dealers may
purchase Securities from and sell Securities to each other at the public
offering price less all or any part of the concession. We are not authorized
to act as agent for you or any Underwriter or the issuer or other seller of any
Securities in offering Securities to the public or otherwise. Nothing contained
herein or in any Written Communication from you shall constitute the Selected
Dealers partners with you or any Underwriter or with one another. Neither you
nor any Underwriter shall be under any obligation to us except for obligations
assumed hereby or in any Written Communication from you in connection with any
Offering. In connection with any Offering, we agree to pay our proportionate
share of any claim, demand, or liability asserted against us, and the other
Selected Dealers or any of them, or against you or the Underwriters, if any,
based on any claim that such Selected Dealers or any of them constitute an
association, unincorporated business, or other separate entity, including in
each case our proportionate share of any expense incurred in defending against
any such claim, demand, or liability.

        (g)     Blue Sky Laws. Upon application to you, you will inform us as
to the jurisdictions in which you believe the Securities have been qualified for
sale under the respective securities or "blue sky" laws of such jurisdictions.
We understand and agree that compliance with the securities or "blue sky" laws
in each jurisdiction in which we shall offer or sell any of the Securities
shall be our sole responsibility and that you assume no responsibility or
obligations as to the eligibility of the Securites for sale or our right to
sell the Securities in any jurisdiction.

        (h)     Compliance with Law. We agree that in selling Securities
pursuant to any Offering (which agreement shall also be for the benefit of the
issuer or other seller of such Securities), we will comply with the applicable
provisions of the Securities Act and the Exchange Act, the applicable rules and
regulations of the Securites and Exchange Commission thereunder and the
applicable rules and regulations of any securities exchange having jurisdiction
over the Offering. You shall have full authority to take such action as you may
deem advisable in respect of all matters pertaining to any Offering. Neither
you nor any Underwriter shall be under any liability to us, except for lack of
good faith and for obligations expressly assumed by you in this Agreement;
provided, however, that nothing in this sentence shall be deemed to relieve you
from any liability imposed by the Securities Act.


                                      3
   4
        4.  Termination; Supplements and Amendments.  This Agreement may be
terminated by either party hereto upon five business days' written notice to
the other party; provided that with respect to any Offering for which Written
Communication was sent and accepted prior to such notice, this Agreement as it
applies to such Offering shall remain in full force and effect and shall
terminate with respect to such Offering in accordance with the last sentence of
this Section. This Agreement may be supplemented or amended by you by written
notice thereof to us, and any such supplement or amendment to this Agreement
shall be effective with respect to any Offering to which this Agreement applies
after the date of such supplement or amendment. Each reference to "this 
Agreement" herein shall, as appropriate, be to this Agreement as so amended and
supplemented. The terms and conditions set forth in Sections 3(b) and (d)
hereof with regard to any Offering will terminate at the close of business on
the thirtieth day after the date of the initial public offering of the
Securities to which such Offering related, but such terms and conditions, upon
notice to us, may be terminated by you at any time.

        5.  Successor and Assigns.  This Agreement shall be binding on, and
inure to the benefit of, the parties hereto and other persons specified or
indicated in Section 1 hereof, and the respective successors and assigns of
each of them; provided, however, that we may not assign our rights or delegate
any of our duties under this Agreement without your prior written consent.

        6.  Governing Law.  This Agreement and the terms and condition set
forth herein with respect to any Offering together with such supplementary
terms and conditions with respect to such Offering as may be contained in any
Written Communication from you to us in connection therewith shall be governed
by, and construed in accordance with, the laws of the State of California.

        By signing this Agreement we confirm that our subscription to, or our
acceptance of any reservation of, any Securities pursuant to an Offering shall
constitute (i) acceptance of and agreement to the terms and conditions of this
Agreement (as supplemented and amended pursuant to Section 4) together with and
subject to any supplementary terms and conditions contained in any Written
Communication from you in connection with such Offering, all of such shall
constitute a binding agreement between us and you, individually, or as a
representative of any Underwriters, (ii) in confirmation that our
representations and warranties set forth in Section 3 hereof are true and
correct at that time and (iii) confirmation that our agreements set forth in
Sections 2 and 3 hereof have been and will be fully performed by us to the
extent and at the times required thereby.

                                        Very Truly Yours,

                                        ---------------------------------------
                                                     (Name of Firm)

                                        By: -----------------------------------
                                        
                                        Name: ---------------------------------

                                        Title: --------------------------------

Confirmed, as of the date
first above written.

MONTGOMERY SECURITIES


By: ---------------------------------
                Partner

                                      4

   1
                                                        EXHIBIT 4A

NOT MORE THAN                                           NOT MORE THAN 
100,000 SHARES                                          100,000 SHARES

COMMON STOCK                                            COMMON STOCK
PAR VALUE $1.00                                         PAR VALUE $1.00

NUMBER                                                  SHARES
WW 15964                                                SPECIMEN

INCORPORATED UNDER THE LAWS                             OF THE STATE OF DELAWARE

                          WOLVERINE WORLD WIDE, INC.
 THIS CERTIFICATE IS TRANSFERABLE IN CHICAGO, ILLINOIS OR NEW YORK, NEW YORK


                                                        SEE REVERSE FOR CERTAIN
                                                              DEFINITIONS

This is to Certify that 


                                   SPECIMEN

is the owner of
                                                        CUSIP 978097 10 3

         FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF


WOLVERINE WORLD WIDE, INC. TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN
PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED.  THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE
ISSUED AND SHALL BE HELD SUBJECT TO ALL THE PROVISIONS OF THE ARTICLES OF
INCORPORATION OF THE CORPORATION AND ALL AMENDMENTS THERETO (COPIES OF WHICH ARE
ON FILE WITH THE TRANFER AGENT), TO ALL OF WHICH THE HOLDER BY ACCEPTANCE HEREOF
ASSENTS.  THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER
AGENT AND REGISTERED BY THE REGISTRAR.
WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED 
OFFICERS.

[WOLVERINE WORLD WIDE, INC. SEAL]                     [AUTHORIZED SIGNATURE]

DATED                                            

BLAKE W. KRUEGER                GEOFFREY B. BLOOM
         SECRETARY             PRESIDENT AND CHIEF EXECUTIVE OFFICER



   2


        The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM      --as tenants in common         UNIF GIFT MIN ACT--....Custodian....
                                                              (Cust)    (Minor)
TEN ENT      --as tenants by the entireties        under Uniform Gifts to Minors

JT TEN       --as joint tenants with right of sur-
               vivorship and not as tenants in     Act.....................
               common                                      (State)

   Additional abbreviations may also be used though not in the above list.


        FOR VALUE RECEIVED,______________________HEREBY SELL, ASSIGN AND
transfer unto___________________________________________________________
________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________

           (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
________________________________________________________________________
________________________________________________________________________

SHARES OF THE COMMON STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT________________________________ATTORNEY, TO
TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION, WITH FULL
POWER OF SUBSTITUTION IN THE PREMISES.
DATED ________________


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate, in every particular, without
alteration or enlargement or any change whatever.

                                             X_______________________

        This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Wolverine World
Wide, Inc. (the "Company") and National Bank of Detroit (the "Rights Agent")
dated as of May 7, 1987 (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
offices of the Company.  Under certain circumstances, as set forth in the 
Rights Agreement, such Rights will be evidenced by separate certificates and 
will no longer be evidenced by this certificate. The Company will mail to the
holder of this certificate a copy of the Rights Agreement, as in effect on the
date of mailing, without charge promptly after receipt of a written request
therefor.  Under certain circumstances set forth in the Rights Agreement,
Rights issued to, or held by, any Person who is, was or becomes an Acquiring
Person or any Affiliate or Associate thereof (as such terms are defined in the
Rights Agreement), whether currently held by or on behalf of such Person or by
any subsequent holder, may become null and void.

   1
                                                                  EXHIBIT 5

                          WARNER NORCROSS & JUDD LLP
                               ATTORNEYS AT LAW
                            900 OLD KENT BUILDING
                            111 LYON STREET, N.W.
                      GRAND RAPIDS, MICHIGAN 49503-2489

                           TELEPHONE (616) 752-2000
                              FAX (616) 752-2500


                               October 26, 1995


Wolverine World Wide, Inc.
9341 Courtland Drive, NE
Rockford, MI  49351

   Re:  Registration Statement on Form S-3
        1,610,000 shares of Common Stock

Gentlemen:

        We are counsel to Wolverine World Wide, Inc. (the "Company") in
connection with registration under the Securities Act of 1933, as amended,
(the "Securities Act") pursuant to a registration statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") on or about October 26, 1995.  

        We are familiar with the proceedings taken by the Company in connection 
with the authorization of up to 1,610,000 shares of Common Stock, $1 par value
(the "Common Stock").  We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion.  In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such copies.

        Based upon the foregoing, we are of the opinion that the Common Stock   
will be, when duly registered under the Securities Act and sold, issued and
delivered as described in the Registration Statement, legally issued, fully
paid and non-assessable.

        We consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference to us under the caption "LEGAL
MATTERS" in the prospectus comprising a part of the Registration Statement.

        This opinion is rendered for the purposes of Item 16 of Form S-3 and
Item 601 of Regulation S-K, may be relied upon only by you and the Commission,
and may not be used, quoted or referred to and/or filed for any other purpose
without our prior written permission.

                                                  WARNER, NORCROSS & JUDD LLP

 
                                                     -------------------- 
                                                  By Gordon R. Lewis,
                                                     a partner

   1
 
                                                                   EXHIBIT 23(A)
 
                        CONSENT OF INDEPENDENT AUDITORS
 
     We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of Wolverine World
Wide, Inc. for the registration of 1,610,000 shares of its common stock and to
the incorporation by reference therein of our report dated February 16, 1995,
with respect to the consolidated financial statements and schedules of Wolverine
World Wide, Inc. included in its Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed with the Securities and Exchange Commission.
 
/s/ Ernst & Young LLP

Grand Rapids, Michigan
October 25, 1995

   1

                                                                     EXHIBIT 24

                              POWER OF ATTORNEY

Each of the undersigned, in his or her capacity as a director or officer, or
both, as the case may be, of Wolverine World Wide, Inc., does hereby appoint
GEOFFREY B. BLOOM, STEPHEN L. GULIS, JR., and BLAKE W. KRUEGER, and any of them
severally, his or her true and lawful attorney or attorneys, with full power of
substitution, to execute in his or her name in his or her capacity as a
director or officer, or both, as the case may be, of Wolverine World Wide,
Inc., a Form S-3 Registration Statement of Wolverine World Wide, Inc. with
respect to the issuance of up to 1,800,000 shares of its Common Stock, $1.00
par value, to be offered to the public, and any and all amendments to such
Registration Statement, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to do
and to perform in the name and on behalf of each of the undersigned, in any and
all capacities, every act, whatsoever requisite or necessary to be done in the
premises as fully and to all intents and purposes as each of the undersigned
might or could do in person, hereby ratifying and approving the acts of such
attorneys and each of them.

        Signature          Title                            Date
        ---------          -----                            ----

/s/ Geoffrey B. Bloom      President, Chief                 October 5, 1995
- -----------------------    Executive Officer and 
Geoffrey B. Bloom          Director (Principal
                           Executive Officer)

/s/ Daniel T. Carroll      Director                         October 5, 1995
- -----------------------
Daniel T. Carroll

/s/ Thomas D. Gleason      Director                         October 5, 1995
- -----------------------
Thomas D. Gleason          

/s/ Alberto L. Grimoldi    Director                         October 5, 1995
- -----------------------
Alberto L. Grimoldi        

/s/ David T. Kollat        Director                         October 5, 1995
- -----------------------
David T. Kollat            

/s/ Phillip D. Matthews    Chairman of the                  October 5, 1995
- -----------------------    Board and Director
Phillip D. Matthews        

/s/ David P. Mehney        Director                         October 5, 1995
- -----------------------
David P. Mehney            

/s/ Stuart J. Northrop     Director                         October 5, 1995
- -----------------------
Stuart J. Northrop         

/s/ Timothy J. O'Donovan   Executive Vice President         October 5, 1995
- -----------------------    and Director
Timothy J. O'Donovan       

/s/ Joseph A. Parini       Director                         October 5, 1995
- -----------------------
Joseph A. Parini           

/s/ Joan Parker            Director                         October 5, 1995
- -----------------------
Joan Parker                

/s/ Elizabeth A. Sanders   Director                         October 5, 1995
- -----------------------
Elizabeth A. Sanders       

/s/ Stephen L. Gulis, Jr.  Vice President and               October 5, 1995
- -----------------------    Chief Financial Officer
Stephen L. Gulis, Jr.      (Principal Financial and
                           Accounting Officer)