Page 1
                     KINGDOM OF MOROCCO
September 27, 1996
International Bank for Reconstruction
  and Development
1818 H Street, N.W.
Washington, DC 20433
United States of America
              Re: Loan No. 4091 MOR (Third Private Sector
                  Development Project -- In-Service Training)
                  Impact Indicators Section F of Schedule 5
                  to the Loan Agreement
Dear Sirs and Mesdames:
    We refer to the impact indicators and their respective baseline and
target values to be utilized by the Kingdom of Morocco (the Borrower),
pursuant to the provisions of Section F of Schedule 5 to the Loan
Agreement of even date hereof 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 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.
Very truly yours,
KINGDOM OF MOROCCO
By _____________________
  Authorized Representative
AGREED AND CONFIRMED:
INTERNATIONAL BANK FOR
  RECONSTRUCTION AND DEVELOPMENT
By _____________________
   Regional Vice President
   Middle East and North Africa