Page 1
                    REPUBLIC OF TUNISIA
                      July 2, 1996
International Bank for Reconstruction
  and Development
1818 H Street, N.W.
Washington, DC 20433
United States of America
               Re: Loan No. 4036 TUN
                  (Second Training and Employment Project)
                  Impact Indicators
Dear Sirs and Mesdames:
    We refer to the Impact Indicators and their respective baseline and
target values to be utilized by the Ministry of Vocational Training and
Employment of the Republic of Tunisia (the Borrower), including the
Agence Tunisienne de l'Emploi (ATE) and the Agence Tunisienne de la
Formation Professionnelle (ATFP), pursuant to the provisions of Section
B of Schedule 5 to the Loan Agreement of even date herewith between the
Borrower and the International Bank for Reconstruction and Development
(the Bank), to measure the degree to which the Project objectives are
being achieved. We hereby confirm that said Impact Indicators and their
respective baseline and target values shall consist of the parameters
set forth in the Attachment to this Letter, as the same may be updated
and supplemented from time to time in agreement with the Bank in
accordance with the provisions of Section A. 2 (a) of Schedule 5 to the
Loan Agreement.
                   Very truly yours,
                   REPUBLIC OF TUNISIA
                   By /s/ Azouz Ennifar
                       Authorized Representative
AGREED AND CONFIRMED:
INTERNATIONAL BANK FOR
  RECONSTRUCTION AND DEVELOPMENT
By /s/ Gianni Brizzi
     Acting Regional Vice President
     Middle East and North Africa