SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C. 20549
                                
                       Amendment No. 1 to
                                
                           FORM 8-K/A
                                
                         CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                                
Date of Report (Date of earliest event reported) October 27, l997
                                
                   Creative Technologies Corp.
                                
           ___________________________________________
     (Exact name of registrant as specified in its charter)
                                
                            New York
                 _______________________________
         (State or other Jurisdiction of Incorporation)
                                
           0-15754                          11-2721083
                                
       _____________             ________________________
(Commission File No.)        (I.R.S. Employer Identification No.)
                                
            170 53rd Street, Brooklyn, New York 11232
                                
         ______________________________________________
       (Address of principal executive offices) (zip code)
                                
  Registrants telephone number including area code 718-492-8400
                                

Item. 1.   Changes in Control of Registrant

This Amendment is being filed to replace in its entirety Item No.
1 to this current report on Form 8-K.

     On October 27, l997, Creative Technologies Corp. (the
Company) executed and closed a transaction pursuant to an
Agreement and Plan of Merger (the Agreement) between the Company,
CTC Acquisition Corporation (Subsidiary), Ace Surgical Supply
Co., Inc. (Ace) and David Guttmann and Barry Septimus, the
stockholders (the Stockholders ) of Ace. Subsidiary is a New York
corporation which was wholly -owned by the Company.  Ace was a
privately held New York corporation, which distributes medical,
janitorial and dietary products in the tri-state area from its
warehouse in Brooklyn, New York.

     At the closing, Ace merged into Subsidiary in a merger
carried out pursuant to the laws of the State of New York (the
Merger).  In connection with the Merger, the Stockholders of Ace
transferred l00% ownership of Ace and two affiliated companies to
the Company and Stockholders of Ace received an aggregate of
1,000,000 shares of Common Stock, $.09 par value, (the Shares) of
the Company and 3,500 1997 Series A 12% Preferred Stock (the
"1997 Preferred Stock").

     The rights, preferences and conditions of the 1997 Preferred
Stock are as follows:

          (a)  the 1997 Preferred Stock shall have a stated
     value of One Thousand Dollars ($1,000) per share;

          (b) the holders of the 1997 Preferred Stock shall
     be entitled to a cumulative dividend at the rate of One
     Hundred Twenty Dollars ($120.00) per share per annum,
     when, as and if declared by the Board of Directors of
     the Company;

          (c)  the holders of the 1997 Preferred Stock shall
     be entitled to receive One Thousand Dollars ($1,000)
     per share and accrued and accumulated dividends thereon
     at the rate aforesaid, if any, and no more on
     liquidation of the Company before any payment is made
     to the holders of Common Stock;

          (d)  the holders of the 1997 Preferred Stock shall
     not be entitled to any vote at any meeting of the
     shareholders of the Company unless the dividends are in
     arrears longer than one year at which time the holders
     of the 1997 Preferred Stock shall be entitled to 1,000
     votes per share and shall vote along with the holders
     of Common Stock as one Class;

          (e)  the shares of the 1997 Preferred Stock shall
     not be convertible;

          (f)  the shares shall be redeemed for cash at a
     redemption price of $1,000 per share, plus accrued, but
     unpaid dividends, out of funds legally available
     therefor, on the later of twenty years from issuance or
     October 1, 2017.

          (h)  the holders of the Preferred Shares will
     share pro-rata with the holders of the 1996 and 1996-A
     Preferred Stock in the event of a liquidation or a
     dissolution of the Company.

Prior to this transaction, the Company had approximately
2,997,444 shares of Common Stock and 1,770 shares of Preferred
Stock outstanding.  As a result of the Merger, Ace became a
wholly-owned subsidiary of the Company and the former owners of
Ace control approximately 35% of a of the voting stock of the
Company.

     Prior to the Merger , Mr. Guttmann owned 92,222 shares of
Common Stock of the Company, a portion of which is held for the
benefit of certain family members.  In addition, he has stock
options, exercisable at $2.05 per share, to purchase l6,666
shares of Common Stock and owns 450 shares of l996 Preferred
Stock and l20 shares of l996-A Preferred Stock which are
convertible into approximately 149,850 and l92,000 shares of
Common Stock of the Company, respectively.  In addition, Ace
owned 720 shares of l996-A Preferred Stock which was exercisable
to purchase l,l52,000 shares of Common Stock.  Prior to the
Merger, half of such shares was distributed to Mr. Guttmann and
half to Barry Septimus.   Upon the Merger , Mr. Guttmann will own
an additional 500,000 shares of Common Stock and 1,750 shares of
1997 Preferred Stock.  Mr. Guttmann has been the Chief Executive
Officer and Chairman of the Board of the Company prior and
subsequent to the Merger.

      Barry Septimus wife was the owner of l69,711 shares of
Common Stock and owns 100 shares of 1996-A Preferred Stock, which
are exercisable to purchase l60,000 shares of Common Stock.
Pursuant to the Merger, Mr. Septimus will own 500,000 shares of
Common Stock and 1,750 shares of 1997 Preferred Stock of the
Company.  In addition, he received 360 shares of 1996-A Preferred
Stock from ACE.
     
     The Officers and Directors of the Company prior to the
Merger will continue as the Officers and Directors of the Company
after the Merger.

     Reference is made to Item 2 and the exhibits and financial
statements referenced under Item 7 hereof for additional
disclosures.

     Item 2.  Acquisition or Disposition of Assets.
     
     On October 27, l997 the Company acquired Ace by merging Ace
into a subsidiary of the Company. Under the Agreement, the
holders of  Ace stock received an aggregate of 1,000,000 shares
of the Company's Common Stock, $.09 par value, and 3,500 shares
of 1997 Preferred Stock.  The consideration paid by the Company
was determined by negotiations between the Stockholders of Ace
and a committee made up of certain members of the Board of
Directors of the Company.  The amount of Shares of 1997 Preferred
Stock received by the Stockholders of Ace was calculated by
multiplying 1,000,000 (number of shares of Common Stock issued to
them) by the average of the Bid prices of the Common Stock of the
Company for thirty days prior to the closing and subtracting such
product from 4,000,000 and dividing the sum by 1,000 (the stated
value of each of the 1997 Preferred Stock).

     David Guttmann, a principal shareholder, Chief Executive
Officer and Chairman of the Company owned 50% of Ace.  In
addition, the wife of Barry Septimus, the other 50% owner of Ace,
is a principal shareholder of the Company.  The Company subleases
its offices and warehousing space from Ace.  The Company and Ace
both have their executive offices and warehousing space at 170
53rd Street, Brooklyn, N.Y. and it is expected that the Merger of
the two companies will allow for certain expenses to be
eliminated.  Furthermore, the Company and Ace each obtained a
line of credit from Century Business Credit Corporation
("Century").  Ace, Consolidated Disposables, Inc.  and Universal
Medical Products Inc., companies controlled by David Guttmann and
merged along with Ace into the Subsidiary of the Company and
David Guttmann guaranteed the obligations of the Company to
Century.  The Company in return, guaranteed the obligation  of
Ace and Consolidated Disposables, Inc. to Century.  Reference is
made to the Company's Form 10-KSB for the year ended December 31,
l996 for a description of the lease agreement with Ace and line
of credit with Century.

     Ace is a distributor of medical, janitorial and dietary
products, primarily to customers in New York, New Jersey and
Connecticut.  At June 30, 1997, the principal assets of Ace
consisted of inventory in the approximate amount of $549,000,
accounts receivable of approximately $3,131,000 and property,
equipment and leasehold improvements - at cost, less accumulated
depreciation and amortization of approximately $258,000.  In
addition, Ace owned 720 shares of 1996-A Preferred Stock of the
Company which was distributed to its shareholders prior to the
Merger.  At June 30, 1997, Ace had notes payable - financial
institutions of 2,028,000 and accounts payable and accrued
expenses of $2,104,000.

     The Company has received an opinion from Chartered Capital
Advisers, Inc., independent investment advisers, that the amount
of Common Stock and Preferred Stock issued as consideration in
the Merger is fair to the Company and its stockholders from a
financial point of view.

     Reference is made to Item 1 and the exhibits and financial
statements referenced under Item 7 hereof for additional
disclosures.

     Item 7.  Financial and Exhibits.

(a)           Financial Statements of Business Acquired

        Combined financial statement of Ace Surgical Supply Co.,
Inc. and affiliates as of  December 31, 1996.
          
(b)           Pro Forma Financial Information (unaudited) of
Creative Technologies Corp. and consolidated subsidiaries as at
September 30, 1997, December 31, 1996 and September 30, 1996.

     
          (c)           Exhibits - previously filed



          1             Agreements and Plan of Merger dated
October 27, l997 by and among the Company, Subsidiary, Ace, David
Guttmann and Barry Septimus

                       2             Fairness Opinion of
Chartered Capital Advisers, Inc. Dated October 27, l997.


                           SIGNATURES
                                

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                              Creative Technologies Corp.


                              By: Richard Helfman, President

Date: December 26, l997

</PAGE>
<PAGE>
          ACE SURGICAL SUPPLY CO., INC. AND AFFILIATES

                  COMBINED FINANCIAL STATEMENTS

                        DECEMBER 31, 1996

INDEPENDENT AUDITORS' REPORT

To the Stockholders of
Ace Surgical Supply Co., Inc.
Brooklyn, New York


We  have audited the accompanying combined balance sheet  of  Ace
Surgical Supply Co., Inc. and affiliates as of December 31,  1996
and  the  related combined statements of operations and  retained
earnings and cash flows for the years ended December 31, 1996 and
1995.  These combined financial statements are the responsibility
of  the  Companies' management.  Our responsibility is to express
an  opinion on these combined financial statements based  on  our
audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements enumerated above present
fairly, in all material respects, the combined financial position
of  Ace Surgical Supply Co., Inc. and affiliates at December  31,
1996  and  the  combined results of their  operations  and  their
combined  cash flows for the years ended December  31,  1996  and
1995,   in   conformity   with  generally   accepted   accounting
principles.



Richard A. Eisner & Company, LLP

New York, New York
April 3, 1997
ACE SURGICAL SUPPLY CO., INC. AND AFFILIATES

Combined Balance Sheet
December 31, 1996

ASSETS (Note D)                                               
Current assets:                                               
Cash                                                          $
                                                              19,299
Accounts  receivable (net of allowances for sales  discounts  3,181,56
and doubtful accounts of $47,520)                             0
Inventories (Note A[2])                                       589,845
Prepaid expenses and other current assets                     
                                                              61,928
                                                              
Total current assets                                          3,852,63
                                                              2
                                                              
Investment in and advances to a related party (Note B[3])     863,642
Property,  equipment and leasehold improvements -  at  cost,  
less accumulated depreciation
and amortization (Notes A[3] and C)                           272,410
Due from stockholder                                          98,740
Due from affiliate (Note B[3])                                576,133
Deposits                                                      
                                                              1,668
                                                              
                                                              $5,665,2
                                                              25
                                                              
LIABILITIES                                                   
Current liabilities:                                          
Note payable - financial institutions (Note D)                $1,787,2
                                                              18
Notes payable - equipment                                     7,445
Accounts payable and accrued expenses                         2,011,73
                                                              0
Loan payable - stockholder (Note B[2])                        
                                                              101,444
                                                              
Total current liabilities                                     3,907,83
                                                              7
                                                              
Notes payable - equipment                                     3,722
Subordinated notes payable - affiliates (Note B[1])           
                                                              411,396
                                                              
Total liabilities                                             
                                                              4,322,95
                                                              5
                                                              
STOCKHOLDERS' EQUITY (Note E)                                 
Common stock                                                  11,300
Retained earnings                                             
                                                              1,330,97
                                                              0
                                                              
Total stockholders' equity                                    
                                                              1,342,27
                                                              0
                                                              
                                                              $5,665,2
                                                              25
See notes to financial statements
ACE SURGICAL SUPPLY CO., INC. AND AFFILIATES

Combined Statements of Operations and Retained Earnings

                                                 Year Ended December
                                                         31,
                                                   1996       1995
                                                            
Revenue:                                                    
Net sales (Note G)                               $12,116,7  $11,871,4
                                                 52         58
Rental income (Note B[3])                                   
                                                 600,000    600,000
                                                            
Total revenue                                               
                                                 12,716,75  12,471,45
                                                 2          8
                                                            
Expenses:                                                   
Cost of sales                                    9,300,995  8,861,924
Selling, general and administrative expenses                
                                                 3,230,158  3,243,648
                                                            
Total expenses                                              
                                                 12,531,15  12,105,57
                                                 3          2
                                                            
Income from operations                           185,599    365,886
Interest  expense  (net of  interest  income  of            
$10,580 and $8,321, respectively)
(Note B)                                                    
                                                 (192,259)  (171,788)
                                                            
Income (loss) before income taxes (benefit)      (6,660)    194,098
(Benefit)  provision for state and local  income            
taxes (Note A[4])                                (7,189)    35,473
                                                            
Net income                                       529        158,625
Retained earnings - January 1                               
                                                 1,356,941  1,198,316
Distributions to stockholders                               
                                                 (26,500)
                                                            
Retained earnings - December 31                  $          $
                                                 1,330,970  1,356,941
















See notes to financial statements
ACE SURGICAL SUPPLY CO., INC. AND AFFILIATES

Combined Statements of Cash Flows

                                                       Year Ended
                                                      December 31,
                                                      1996     1995
                                                             
Cash flows from operating activities:                        
Net income                                          $        $
                                                    529      158,625
Adjustments  to reconcile net income to  net  cash           
provided by (used in)
operating activities:                                        
Depreciation and amortization                       39,207   51,471
Changes in:                                                  
Accounts receivable                                 500,978  (250,89
                                                             8)
Inventories                                         115,298  (30,583
                                                             )
Prepaid expenses and other current assets           (5,773)  2,114
Accounts payable and accrued expenses               (151,536 339,624
                                                    )
Loans payable - interest                                     
                                                    21,831
                                                             
Net cash provided by operating activities                    
                                                    520,534  270,353
                                                             
Cash flows from investing activities:                        
Investment in related party                         (720,000 
                                                    )
(Increase) decrease in deposits                     (325)    4,650
Purchase of equipment and leasehold improvements    (8,205)  (20,252
                                                             )
(Increase) in due from stockholder                           (49,660
                                                    (10,580) )
Due from affiliate                                  300,714  81,306
Due from related party                                       
                                                    216,163  (359,80
                                                             5)
                                                             
Net cash used in investing activities                        
                                                    (222,233 (343,76
                                                    )        1)
                                                             
Cash flows from financing activities:                        
Proceeds from notes payable - bank                  996,668  290,000
Repayment of notes payable - bank                   (1,209,4 (290,00
                                                    50)      0)
Repayment of notes payable - equipment              (7,444)  (8,815)
Proceeds from loan payable - stockholder                     104,830
Repayment of loan payable - stockholder             (38,830) (19,600
                                                             )
Distribution to stockholders                                 
                                                    (26,500)
                                                             
Net   cash   (used  in)  provided   by   financing           
activities                                          (285,556 76,415
                                                    )
                                                             
Net increase in cash                                12,745   3,007
Cash - January 1                                             
                                                    6,554    3,547
                                                             
Cash - December 31                                  $        $
                                                    19,299   6,554
                                                             
Supplemental disclosures of cash flow information:           
Interest paid                                       $        $
                                                    256,000  221,000
Income taxes paid                                   $        $
                                                    22,000   22,000


See notes to financial statements
ACE SURGICAL SUPPLY CO., INC. AND AFFILIATES

Notes to Financial Statements
December 31, 1996

Note A - Summary of Significant Accounting Policies

[1]Principles of combination and business activity:

   The  combined financial statements include the accounts  of  Ace
   Surgical Supply Co., Inc. ("Ace"), Consolidated Disposables Inc.
   and  Universal Medical Products, Inc., which are commonly owned.
   Intercompany  transactions and balances have been eliminated  in
   combination.

   Ace Surgical Supply Co., Inc., Consolidated Disposables Inc. and
   Universal  Medical Products, Inc. (collectively, the  "Company")
   are   wholesalers  of  nonmedical  supplies,  predominantly   to
   hospitals and nursing homes.

[2]Inventories:

   Inventories  are  stated at the lower of cost (first-in,  first-
   out) or market.

[3]Depreciation and amortization:

   Depreciation  and amortization are provided over  the  estimated
   useful  lives  of the depreciable assets using the straight-line
   method over 3 to 30 years.

[4]Income taxes:

   The  Company elected to be treated as an S corporation  pursuant
   to  Section 1362 of the Internal Revenue Code.  As a  result  of
   this election, the Company's income or loss is reportable on the
   federal  and  certain  state tax returns of their  stockholders.
   Retained  earnings  of  the Company of approximately  $1,331,000
   arising subsequent to the date of the elections may be withdrawn
   by the stockholders without any further federal tax consequences
   to  them,  however, the provisions of the note  payable  to  the
   financial  institution restrict such payments.  The  Company  is
   subject to certain state and local income taxes.  The income tax
   benefit  for  the year ended December 31, 1996  is  due  to  the
   reversal  of an overaccrual of the tax provision from the  prior
   year of approximately $27,000.

[5]Use of estimates:

   The  preparation  of  financial statements  in  conformity  with
   generally accepted accounting principles requires management  to
   make  estimates and assumptions that affect the reported amounts
   of  assets  and liabilities and disclosure of contingent  assets
   and  liabilities at the date of the financial statements and the
   reported  amounts of revenues and expenses during the  reporting
   period.  Actual results could differ from those estimates.


Note B - Related Party Transactions

[1]The  notes  payable to affiliates (the "Subordinated debt")  are
   subordinated  to  the  financial  institutions  debt  and   bear
   interest  at a rate of 12% per annum.  The notes are payable  on
   demand.   Interest incurred to affiliates was  $48,000 for  both
   the years ended December 31, 1996 and 1995, respectively.

[2]The loan payable to stockholder bears interest at 12% per annum.
   Interest incurred to stockholder was $10,435 and $14,831 for the
   years   ended   December  31,  1996  and  December   31,   1995,
   respectively.
Note B - Related Party Transactions  (continued)

[3]The  Company  recorded rental income of $600,000  from  Creative
   Technologies   Corp.   ("CTC,"   an   entity   whose   principal
   stockholders are stockholders of the Company) for  each  of  the
   years  ended  December 31, 1996 and 1995.  CTC owed the  Company
   $143,642 as of December 31, 1996.

   The Company purchased 720 shares of CTC's 1996-A Preferred Stock
   at $1,000 per share.  As a holder of 1996-A Preferred Stock, the
   Company is entitled to (i) receive cumulative dividends  at  the
   rate of $120 per annum payable quarterly in cash or common stock
   at the option of CTC, (ii) convert each share of preferred stock
   into  approximately  1,600 shares of common  stock,  subject  to
   adjustment,  as  defined, (iii) redemption  of  their  preferred
   shares on October 1, 1998 at $1,000 per share payable in cash or
   shares  of  common stock at the option of CTC, (iv)  liquidation
   preferences  of  $1,000 per preferred share and  (v)  no  voting
   rights.

   CTC,  at  its option, has the right to redeem all or any portion
   of  the  1996-A Preferred Stock at $1,100 per share plus accrued
   and unpaid dividends prior to October 1, 1998.

   Cumulative  unpaid  1996-A Preferred Stock dividends  aggregated
   approximately $21,500 at December 31, 1996.
   
[4]The  Company  leases office and warehouse space  in  a  building
   owned   by  a  partnership  whose  partners  are  the  principal
   stockholders  of  the  Company.  For each  of  the  years  ended
   December 31, 1996 and 1995, the Company incurred rent expense of
   $750,000  payable  to  the partnership.  The  Company  has  also
   advanced  additional funds to the partnership.  At December  31,
   1996, the partnership owed the Company $576,133.
   
   
Note C - Property and Equipment

Property  and  equipment  at  cost consists  of  the  following  at
December 31, 1996:

     Furniture and fixtures                    $123,4
                                               29
     Computers and equipment                   130,47
                                               6
     Delivery equipment                        6,800
     Building improvements                     
                                               278,12
                                               5
                                               
                                               538,83
                                               0
     Less    accumulated   depreciation    and 
     amortization                              266,42
                                               0
                                               
                                               $272,4
                                               10



Note D - Notes Payable

In  December 1996, the Company and CTC entered into a two-year loan
and  security  agreement with Century Business  Credit  Corporation
("Century") whereby the Company and CTC are required to maintain an
outstanding combined loan balance of not less than $1,500,000,  but
no   more   than   $3,000,000.   The  loan  is  collateralized   by
substantially all of the assets of the Company and is guaranteed by
the  Company,  CTC  and  an  officer  of  the  Company.  Under  the
agreement,  the  Company and CTC receive revolving credit  advances
based  on  accounts  receivable and  inventory  available  and  are
required to pay interest at a rate of prime plus 2.75% plus all  of
the lenders out-of-pocket costs and expenses.  The agreement, among
other  matters, restricts the Company with respect to (i) incurring
any  lien  or encumbrance on its property or assets, (ii)  entering
into new indebtedness, (iii) incurring capital expenditures in  any
fiscal  year  in  an  amount  in excess of  $100,000,  (iv)  paying
dividends   or  distributions  on  any  shares  of  common   stock,
(v)  making certain advances or loans, (vi) assuming, endorsing  or
guaranteeing  the  debt of another and (vii) making  payments  with
respect  to  the subordinated debt and requires an officer  of  the
Company to maintain certain ownership percentages.

As  of  December  31, 1996, the Company had $1,787,218  outstanding
under this facility.

Note E - Stockholders' Equity

Common  stock  and  retained  earnings comprise  the  following  at
December 31, 1996:

     Common  stock  attributable to  Ace  Surgical  $
     Supply Co., Inc.                               6,300
     Common  stock  attributable  to  Consolidated  
     Disposables Inc.                               5,000
                                                    
                                                    $
                                                    11,300
                                                    
     Retained   earnings   attributable   to   Ace  $1,328,9
     Surgical Supply Co., Inc.                      90
     Retained     earnings     attributable     to  
     Consolidated Disposables Inc.                  1,980
                                                    
                                                    $1,330,9
                                                    70


Note F - Profit Sharing Plan

The  Company  maintains  a profit sharing  plan  covering  eligible
employees.   The  Company made no contribution for the  year  ended
December 31, 1996 or December 31, 1995.
Note G - Major Customer

The  Company's largest customer accounted for approximately 13%  of
net  sales  for the year ended December 31, 1996, and 14%  for  the
year ended December 31, 1995.


Note H - Subsequent Event

During January, February and March 1997 the Company advanced CTC  a
total of $100,000.





CREATIVE TECHNOLOGIES CORP. AND CONSOLIDATED SUBSIDIARIES


           PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                                
                                


The following unaudited pro forma consolidated balance sheets  as
at  September 30, 1997, December 31, 1996 and September 30,  1996
and the unaudited pro forma consolidated statements of operations
for the nine months ended September 30, 1997, year ended December
31,  1996,  and  nine  months ended September  30,  1996  include
Creative  Technologies Corp. (the Company) and its  wholly  owned
subsidiaries  IHW, Inc. (IHW) and Ace Surgical Supply  Co.,  Inc.
(Ace).    Intercompany  balances  and  transactions   have   been
eliminated in consolidation.

These  unaudited pro forma statements have been prepared to  give
effect  to  an  October  27,  1997  transaction  pursuant  to  an
Agreement  and  Plan of Merger between Ace and various  companies
owned  by  certain  stockholders  of  the  Company  (for  a  full
description of the merger, see Form 8-K filed with the Securities
and Exchange Commission October 27, 1997).

For  purposes  of  the  unaudited pro forma consolidated  balance
sheets and statements of operations, the transaction is deemed to
have occurred January 1, 1996.  The pro forma adjustments used in
the  preparation of these statements give effect to the  purchase
method  of accounting as described in the accompanying  notes  to
the pro forma financial statements.

The  unaudited pro forma statements do not purport  to  represent
what  the  consolidated financial position  and  the  results  of
operations  of  Creative Technologies Corp. would  actually  have
been  if  the  events  described above had in  fact  occurred  on
January  1,  1996  or  to  project the  consolidated  results  of
operations of Creative Technologies Corp. for any future period.

The  unaudited pro forma statements should be read in conjunction
with   the  historical  financial  statements  of  the  companies
including the notes contained elsewhere herein.



<TABLE>
 Creative Technologies Corp.                                                   
            and Consolidated
                Subsidiaries
Pro Forma Balance Sheet                                                        
September 30, 1997                                                             
                                                                               
                             Creative    Ace   Proform Consolidate   Creative
                                                  a         d
                             Technolog           Adj       Adj     Consolidated
                                ies
           Assets                                                              
Current Assets                                                                 
  Cash                               $       $       $           $            $
                                34,000   2,000       -           -       36,000
  Accounts receivable, net                                                     
                             1,268,000 2,560,00       -           -    3,828,000
                                             0
  Inventories                                                                  
                             1,681,000 565,000       -           -    2,246,000
  Prepaid expenses and other                                                   
current assets                 144,000  38,000       -    (55,000)  6   127,000
  Due from affiliate                                                           
                                     - 560,000       -    (547,000  6    13,000
                                                                 )
                                                                               
                             3,127,000 3,725,00       -    (602,000    6,250,000
                                             0                   )
                                                                               
Property and equipment                                                         
                             1,477,000 543,000       -           -    2,020,000
Less:  Accumulated                                                             
depreciation                 (1,289,00 (448,000       -           -    (1,737,00
                                    0)       )                               0)
                                                                               
                               188,000  95,000       -           -      283,000
                                                                               
                                                                               
Intangible and other assets                                                    
                                 6,000   1,000 (5,000)  5        -        2,000
Investment in subsidiary                                                       
                             (385,000)       -       -     385,000  7         -
Goodwill                                                                       
                             1,185,000       - (83,000  3        -    1,102,000
                                                     )
                                                                               
                                     $               $           $            $
                             4,121,000 $3,821,0 (88,000    (217,000    7,637,000
                                            00       )           )
                                                                               
   See notes to pro forma
   consolidated financial
        statements.
 Creative Technologies Corp.                                                     
            and Consolidated
                Subsidiaries
Pro Forma Balance Sheet                                                          
September 30, 1997                                                               
                                                                                 
                              Creative    Ace   Proforma Consolidated   Creative
                             Technolog            Adj         Adj     Consolidated
                                ies
      Liabilities and                                                            
    Stockholders' Equity
Current Liabilities                                                              
  Notes payable - bank                $                $            $           $
                                483,000 $1,995,0        -            -    2,478,000
                                             00
                        -                                                        
others                        3,889,000       -        -            -    3,889,000
  Accounts payable and                                                 6         
accrued liabilities           3,799,000 1,642,00        -    (602,000)    4,839,000
                                              0
  Loans payable -                                                                
stockholders                          - 169,000        -            -     169,000
  Notes payable - Fleet                                                          
Capital                         200,000       -        -            -     200,000
  Customer claims payable                                                        
                                388,000       -        -            -     388,000
  1997 A preferred stock                                                         
dividend payable                      -       -  735,000  4         -     735,000
                                                                                 
                              8,759,000 3,806,00  735,000    (602,000)    12,698,00
                                              0                                 0
                                                                                 
Notes payable - affiliate -                                                      
subordinated                          - 400,000        -            -     400,000
                                                                                 
                              8,759,000 4,206,00  735,000    (602,000)    13,098,00
                                              0                                 0
                                                                                 
Preferred stock - 1997 A -                                                       
12% cumulative
  nonconvertible, redeemable                                                     
Oct. 27, 2017                   363,000       -   80,000  4         -     443,000
                                                                                 
Stockholders' equity                                                             
  Preferred stock - 1996 -                                                       
12% cumulative                  600,000       -        -            -     600,000
                         -                                                       
1996A - 12% cumulative        1,170,000       -        -            -    1,170,000
  Common stock - par value                                                       
$.09                            360,000       -        -            -     360,000
                         -                                             7         
no par                                -  12,000        -     (12,000)           -
  Additional paid-in capital                                           7         
                              9,406,000 (397,000 (815,000  4   397,000    8,591,000
                                              )        )
  Retained                                                                       
earnings/(deficit)            (16,537,0       - (88,000)            -    (16,625,0
                                    00)                                       00)
                                                                                 
                              (5,001,00 (385,000 (903,000      385,000    (5,904,00
                                     0)       )        )                       0)
                                                                                 
                                      $                $            $           $
                              4,121,000 $3,821,0 (88,000)    (217,000)    7,637,000
                                             00
                                                                                 
   See notes to pro forma
   consolidated financial
        statements.
Creative Technologies Corp. and                                                      
      Consolidated Subsidiaries
Pro Forma Statement of                                                               
Operations
      For the Nine Months Ended                                                      
             September 30, 1997
                                                                                     
                                Creative     Ace    Proforma Consolidated   Creative
                                Technolog              Adj        Adj       Consolida
                                   ies                                         ted
Net sales                               $         $        $            $           $
                                6,422,000  7,741,00        -            -   14,163,00
                                                  0                                 0
Rental income                                                                        
                                        -   450,000        -    (450,000) 6         -
                                                                                     
                                6,422,000  8,191,00        -    (450,000)   14,163,00
                                                  0                                 0
                                                                                     
Cost of sales                                                                        
                                4,355,000  5,997,00        -            -   10,352,00
                                                  0                                 0
                                                                                     
Gross profit                                                                         
                                2,067,000  2,194,00        -    (450,000)   3,811,000
                                                  0
                                                                                     
Operating Expenses                                                                   
  Selling, general,                                                                  
administrative and warehousing  2,459,000  2,146,00 (154,000 2  (450,000) 6
                                                  0        )
                                                                                     
                                        -         -   35,000 3          -   4,036,000
  Restructuring costs                                                                
                                  442,000         -        -            -     442,000
  Interest                                                                           
                                  611,000   199,000        -            -     810,000
                                                                                     
                                3,512,000  2,345,00 (119,000    (450,000)   5,288,000
                                                  0        )
Operating (loss)/profit                                                              
                                (1,445,00  (151,000  119,000            -   (1,477,00
                                       0)         )                                0)
                                                                                     
Other expense - loss on                                                              
distribution of investment              -  (216,000  216,000 1          -           -
                                                  )
                                                                                     
Loss before provision for                                                            
income tax                      (1,445,00  (367,000  335,000            -   (1,477,00
                                       0)         )                                0)
                                                                                     
Provision for income tax                                                             
                                 (22,000)     8,000        -            -    (14,000)
                                                                                     
Net loss                                                                             
                                (1,423,00  (375,000  335,000            -   (1,463,00
                                       0)         )                                0)
                                                                                     
Retained earnings (deficit) -                                                        
beginning                       (15,114,0  1,330,00 (1,378,0 5          -   (15,162,0
                                      00)         0      00)                      00)
                                                                                     
Distributions to shareholders                                                        
                                        -  (955,000  955,000 5          -           -
                                                  )
                                                                                     
Retained Earnings (Deficit) -           $         $        $            $           $
ending                          (16,537,0         - (88,000)            -   (16,625,0
                                      00)                                         00)
                                                                                     
    See notes to pro forma
    consolidated financial
          statements.

    CREATIVE TECHNOLOGIES CORP. AND CONSOLIDATED SUBSIDIARIES
                  NOTES TO UNAUDITED PRO FORMA
                CONSOLIDATED FINANCIAL STATEMENTS
     AS AT AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997





1. Reverse loss on distribution of preferred stock in Creative
Technologies as if it occurred     January 1, 1996.

2.  Reverse write off of leasehold improvements abandoned at time
of merger as if it occurred   January 1, 1996.

3. Amortization of Goodwill arising from purchase of Ace as if it
occurred January 1, 1996.

4.  Reflects  the  increase  in value of  1997A  preferred  stock
arising  from  reflecting at January  1,    1996  its  discounted
present value and reflecting dividends payable on this stock.

5. Reverse retained earnings and shareholder distributions of Ace
to  reflect in consolidated net     loss and retained deficit the
actual  results  of  operations and pro forma income  adjustments
of Ace from January 1, 1996 to September 30, 1997.

6. Elimination of intercompany balances and transactions.

7. Elimination of Creative Technologies' investment in Ace.

 Creative Technologies Corp.                                                    
            and Consolidated
                Subsidiaries
Pro Forma Balance Sheet                                                         
December 31, 1996                                                               
<CAPTION>                                                                       
<S>                                <C>      <C>    <C> <C       <C>  <C      <C>
                                                        >             >
                             Creative     Ace   ProformConsolidated   Creative
                                                   a
                             Technolog            Adj      Adj      Consolidated
                                ies
           Assets                                                               
Current Assets                                                                  
  Cash                               $        $      $            $            $
                               100,000   19,000      -            -      119,000
  Accounts receivable, net                                                      
                               631,000 3,182,00      -            -     3,813,00
                                              0                                0
  Inventories                                                                   
                             1,609,000  590,000      -            -     2,199,00
                                                                               0
  Prepaid expenses and other                                                    
current assets                 201,000   62,000      -            -      263,000
                                                                                
                             2,541,000 3,853,00      -            -     6,394,00
                                              0                                0
                                                                                
Property and equipment                                                          
                             1,465,000  539,000      -            -     2,004,00
                                                                               0
Less:  Accumulated                                                              
depreciation                 (684,000) (267,000      -            -     (951,000
                                              )                                )
                                                                                
                               781,000  272,000      -            -     1,053,00
                                                                               0
                                                                                
Investment in subsidiary                                                        
                                     -        - (385,00  3   385,000   6        -
                                                    0)
Goodwill                                                                        
                                     -        - (47,000  1         -
                                                     )
                                                                                
                                     -        - 1,185,0  3         -     1,138,00
                                                    00                         0
Investment in Creative                                                          
Technologies                         -  720,000 (720,00  4         -            -
                                                    0)
Due from related parties                                                        
                                     -  818,000 (675,00  4 (143,000)   5        -
                                                    0)
Intangible and other assets                                                     
                                54,000    2,000      -            -       56,000
                                                                                
                                54,000 1,540,00 (642,00      242,000     1,194,00
                                              0     0)                         0
                                                                                
                                     $                            $            $
                             3,376,000 $5,665,0 $(642,0      242,000     8,641,00
                                             00    00)                         0
                                                                                
   See notes to pro forma
   consolidated financial
        statements.
                                                                                
      
Creative Technologies Corp.                                                  
           and Consolidated
               Subsidiaries
Pro Forma Balance Sheet                                                      
December 31, 1996                                                            
                                                                             
                             Creative   Ace   ProformaConsolidate  Creative
                                                           d
                            Technolog Combine   Adj       Adj     Consolidate
                               ies       d                             d
      Liabilities and                                                        
   Stockholders' Equity
Current Liabilities                                                          
  Notes payable - bank              $               $           $           $
                               42,000 $1,788,       -           -    1,830,000
                                          000
  Notes payable                                                              
                            3,800,000       -       -           -    3,800,000
  Accounts payable and                                                       
accrued liabilities         2,808,000 2,023,0       -   (143,000)  5 4,688,000
                                           00
  Customer claims payable                                                    
                              435,000       -       -           -     435,000
  Advances from customers                                                    
                              300,000       -       -           -     300,000
  Due to related parties                                                     
                                    - 113,000 332,000 4         -     445,000
  1997 A preferred stock                                                     
dividend payable                    -       - 420,000 2         -     420,000
                                                                             
                            7,385,000 3,924,0 752,000   (143,000)    11,918,00
                                           00                               0
                                                                             
Note payable - Fleet                                                         
Capital Corporation           200,000       -       -           -     200,000
Note payable - affiliate -                                                   
subordinated                        - 400,000       -           -     400,000
                                                                             
                            7,585,000 4,324,0 752,000   (143,000)    12,518,00
                                           00                               0
                                                                             
Preferred stock - 1997A -                                                    
12% cumulative
  non convertible,                                                           
redeemable Oct. 27, 2017            -       -  44,000 2
                                                                             
                                    -       - 362,000 3         -     406,000
                                                                             
Stockholders' equity                                                         
  Preferred stock - 1996 -                                                   
12% cumulative                600,000       -       -           -     600,000
                         -                                                   
1996A - 12% cumulative      1,170,000       -       -           -    1,170,000
  Common stock - par value                                                   
$.09                          235,000       -  90,000 3         -     325,000
                         -                                                   
no par                              -  11,000   1,000 4  (12,000)  6        -
  Additional paid-in                                                         
capital                     8,900,000       - (464,000 2   397,000  6
                                                    )
                                                                             
                                    -       - 348,000 3         -
                                                                             
                                    -       - (397,000 4         -    8,784,000
                                                    )
  Retained                                                                   
earnings/(deficit)          (15,114,0 1,330,0 (1,378,0           -    (15,162,0
                                  00)      00     00)                     00)
                                                                             
                            (4,209,00 1,341,0 (1,800,0     385,000    (4,283,00
                                   0)      00     00)                      0)
                                                                             
                                    $               $           $           $
                            3,376,000 $5,665, (642,000     242,000    8,641,000
                                          000       )
                                                                             
  See notes to pro forma
  consolidated financial
        statements.
 Creative Technologies Corp.                                                  
            and Consolidated
                Subsidiaries
Pro Forma Statement of                                                        
Operations
For the Year Ended December                                                   
31, 1996
                                                                              
                             Creative     Ace   ProformaConsolidate  Creative
                                                             d
                             Technolog            Adj       Adj     Consolidate
                                ies                                      d
Net sales                            $                $           $          $
                             4,986,000 $12,117,       -           -   17,103,00
                                            000                              0
Rental income                                                                 
                                     -  600,000       -    (600,000 5        -
                                                                  )
                                                                              
                             4,986,000 12,717,0       -    (600,000   17,103,00
                                             00                   )          0
                                                                              
Cost of sales                                                                 
                             6,563,000 9,301,00       -           -   15,864,00
                                              0                              0
                                                                              
Gross profit                                                                  
                             (1,577,00 3,416,00       -    (600,000   1,239,000
                                    0)        0                   )
                                                                              
Operating Expenses                                                            
  Selling, general,                                      1                    
administrative & warehousing 5,050,000 3,232,00  47,000    (600,000 5 7,729,000
                                              0                   )
  Restructuring costs                                                         
                             1,089,000        -       -           -   1,089,000
  Interest                                                                    
                               793,000  192,000       -           -    985,000
                                                                              
                             6,932,000 3,424,00  47,000    (600,000   9,803,000
                                              0                   )
                                                                              
Income (loss) before                                                          
provision for income tax     (8,509,00  (8,000) (47,000)           -   (8,564,00
                                    0)                                      0)
                                                                              
Provision for income tax -                                                    
current                         36,000  (7,000)       -           -     29,000
                                                                              
- deferred                     445,000        -       -           -    445,000
                                                                              
Income (loss) before                                                          
extraordinary item           (8,990,00  (1,000) (47,000)           -   (9,038,00
                                    0)                                      0)
                                                                              
Extraordinary item                                                            
                             1,550,000        -       -           -   1,550,000
                                                                              
Net loss                                                                      
                             (7,440,00  (1,000) (47,000)           -   (7,488,00
                                    0)                                      0)
                                                                              
Retained earnings/(deficit)                              4                    
- beginning                  (7,674,00 1,358,00 (1,358,0           -   (7,674,00
                                    0)        0     00)                     0)
                                                                              
Distributions to                                         4                    
shareholders                         - (27,000)  27,000           -          -
                                                                              
Retained Earnings/(Deficit)          $        $                   $          $
- ending                     (15,114,0 1,330,00 $(1,378,           -   (15,162,0
                                   00)        0    000)                    00)
   See notes to pro forma
   consolidated financial
        statements.
              
CREATIVE TECHNOLOGIES CORP.
      AND CONSOLIDATED
        SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA
   CONSOLIDATED FINANCIAL
         STATEMENTS
AS AT AND FOR THE YEAR ENDED
     DECEMBER 31, 1996





1. Amortization of Goodwill
arising from purchase of Ace
as if it occurred January 1,
1996.

2.  Reflects the increase in
value   of  1997A  preferred
stock      arising      from
reflecting  at  January   1,
1996  its discounted present
value     and     reflecting
dividends  payable  on  this
stock.

3.      Records     Creative
Technologies' investment  in
Ace.

4. Reverse retained earnings
and              shareholder
distributions  of   Ace   to
reflect in consolidated  net
loss  and  retained  deficit
the   actual   results    of
operations  and  pro   forma
income  adjustments  of  Ace
from  January  1,  1996   to
December  31,  1996  and  to
reflect   the   effect    of
certain transactions arising
therefrom.

5.       Elimination      of
intercompany  balances   and
transactions.

6.  Elimination of  Creative
Technologies' investment  in
Ace.


              
              
 Creative Technologies Corp.                                                 
            and Consolidated
                Subsidiaries
Pro Forma Balance Sheet                                                      
September 30, 1996                                                           
                                                                             
                             Creative    Ace   Proform Consolidat  Creative
                                                  a        ed
                             Technolog           Adj      Adj     Consolidate
                                ies                                    d
           Assets                                                            
Current Assets                                                               
  Cash                               $       $       $          $           $
                                37,000  11,000       -          -      48,000
  Accounts receivable, net                                                   
                             1,690,000 4,016,00       -          -   5,706,000
                                             0
  Inventories                                                                
                             3,009,000 767,000       -          -   3,776,000
  Prepaid expenses and other                                                 
current assets                 418,000  72,000       -          -     490,000
                                                                             
                             5,154,000 4,866,00       -          -   10,020,00
                                             0                              0
                                                                             
Property and equipment                                                       
                             3,711,000 541,000       -          -   4,252,000
Less:  Accumulated                                                           
depreciation                 (1,819,00 (256,000       -          -   (2,075,00
                                    0)       )                             0)
                                                                             
                             1,892,000 285,000       -          -   2,177,000
                                                                             
Investment in subsidiary                                3                    
                                     -       - (385,00    385,000 6         -
                                                    0)
Goodwill                                                1                    
                                     -       - (36,000          -
                                                     )
                                                        3                    
                                     -       - 1,186,0          -   1,150,000
                                                    00
Investment in Creative                                  4                    
Technologies                         - 720,000 (720,00          -           -
                                                    0)
Due from related parties                                4                    
                                     - 733,000 (733,00          -           -
                                                    0)
Intangible and other assets                                                  
                               144,000   2,000       -          -     146,000
Deferred tax benefit                                                         
                                45,000       -       -          -      45,000
                                                                             
                               189,000 1,455,00 (688,00    385,000   1,341,000
                                             0      0)
                                                                             
                                     $                          $           $
                             7,235,000 $6,606,0 $(688,0    385,000   13,538,00
                                            00     00)                      0
                                                                             
   See notes to pro forma
   consolidated financial
        statements.
     Creative Technologies                                                
    Corp. and Consolidated
              Subsidiaries
Pro Forma Balance Sheet                                                   
September 30, 1996                                                        
                                                                          
                           Creative   Ace   Proform Consolidate  Creative
                                               a         d
                           Technolo Combine   Adj       Adj     Consolidat
                             gies      d                            ed
     Liabilities and                                                      
   Stockholders' Equity
Current Liabilities                                                       
  Note payable - bank             $       $       $           $          $
                                  - 2,000,0       -           -   2,000,00
                                         00                              0
  Note payable - others                                                   
                           3,868,00       -       -           -   3,868,00
                                  0                                      0
  Accounts payable and                                                    
accrued liabilities        1,439,00 2,544,0       -           -   3,983,00
                                  0      00                              0
  Due to related parties                                                  
                                  -  91,000 300,000 4         -    391,000
  1997 A preferred stock                                                  
dividend payable                  -       - 315,000 2         -    315,000
                                                                          
                           5,307,00 4,635,0 615,000           -   10,557,0
                                  0      00                             00
                                                                          
Notes payable - Fleet                                                     
Capital Corporation         200,000       -       -           -    200,000
Notes payable - affiliate                                                 
- subordinated                    - 400,000       -           -    400,000
                                                                          
                           5,507,00 5,035,0 615,000           -   11,157,0
                                  0      00                             00
                                                                          
Preferred stock - 1997A -                                                 
12% cumulative
  non convertible,                                                        
redeemable Oct. 27, 2017          -       -  33,000 2         -
                                                                          
                                  -       - 362,000 3         -    395,000
                                                                          
Stockholders' equity                                                      
  Preferred stock - 1996 -                                                
12% cumulative              600,000       -       -           -    600,000
                         -                                                
1996A - 12% cumulative     1,170,00       -       -           -   1,170,00
                                  0                                      0
  Common stock - par value                                                
$.09                        235,000       -  90,000 3         -    325,000
                         -                                                
no par                            -  11,000   1,000 4  (12,000) 6        -
  Additional paid-in                                                      
capital                    8,901,00       - (348,00 2   397,000 6
                                  0              0)
                                                                          
                                            348,000 3         -
                                                                          
                                            (397,00 4         -   8,901,00
                                                 0)                      0
  Retained                                                                
earnings/(deficit)         (9,178,0 1,560,0 (1,392,           -   (9,010,0
                                00)      00    000)                    00)
                                                                          
                           1,728,00 1,571,0 (1,698,     385,000   1,986,00
                                  0      00    000)                      0
                                                                          
                                  $       $       $           $          $
                           7,235,00 6,606,0 (688,00     385,000   13,538,0
                                  0      00      0)                     00
                                                                          
  See notes to pro forma
  consolidated financial
       statements.
   Creative Technologies Corp.                                                     
 and Consolidated Subsidiaries
Pro Forma Statement of                                                             
Operations
     For the Nine Months Ended                                                     
            September 30, 1996
                                                                                   
                                Creative    Ace   Proforma Consolidated    Creative
                               Technolog            Adj         Adj        Consolida
                                  ies                                         ted
Net sales                              $        $        $             $          $
                               3,998,000 9,308,00        -             -   13,306,00
                                                0                                 0
Rental income                                                                      
                                       -  450,000        -     (450,000) 5        -
                                                                                   
                               3,998,000 9,758,00        -     (450,000)   13,306,00
                                                0                                 0
                                                                                   
Cost of sales                                                                      
                               2,235,000 6,995,00        -             -   9,230,000
                                                0
                                                                                   
Gross profit                                                                       
                               1,763,000 2,763,00        -     (450,000)   4,076,000
                                                0
                                                                                   
Operating Expenses                                                                 
  Selling, general,                                         1                      
administrative & warehousing   3,818,000 2,408,00   34,000     (450,000) 5 5,810,000
                                                0
  Interest                                                                         
                                 563,000  139,000        -             -    702,000
                                                                                   
                               4,381,000 2,547,00   34,000     (450,000)   6,512,000
                                                0
Loss before provision for                                                          
income tax                     (2,618,00  216,000 (34,000)             -   (2,436,00
                                      0)                                         0)
                                                                                   
Provision for income tax -                                                         
current                           36,000   14,000        -             -     50,000
                                                                                   
- deferred                       400,000        -        -             -    400,000
                                                                                   
Loss before extraordinary item                                                     
                               (3,054,00  202,000 (34,000)             -   (2,886,00
                                      0)                                         0)
                                                                                   
Extraordinary item - net of                                                        
tax                            1,550,000        -        -             -   1,550,000
                                                                                   
Net loss                                                                           
                               (1,504,00  202,000 (34,000)             -   (1,336,00
                                      0)                                         0)
                                                                                   
Retained earnings/(deficit) -                               4                      
beginning                      (7,674,00 1,358,00 (1,358,0             -   (7,674,00
                                      0)        0      00)                       0)
                                                                                   
Distributions to shareholders                                                      
                                       -        -        -             -          -
                                                                                   
Retained Earnings/(Deficit) -          $        $                      $          $
ending                         (9,178,00 1,560,00 $(1,392,             -   (9,010,00
                                      0)        0     000)                       0)
                                                                                   
    See notes to pro forma
    consolidated financial
         statements.

                                


    CREATIVE TECHNOLOGIES CORP. AND CONSOLIDATED SUBSIDIARIES
                  NOTES TO UNAUDITED PRO FORMA
                CONSOLIDATED FINANCIAL STATEMENTS
     AS AT AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996





1. Amortization of Goodwill arising from purchase of Ace as if it
occurred January 1, 1996.

2.  Reflects  the  increase  in value of  1997A  preferred  stock
arising  from  reflecting at January  1,    1996  its  discounted
present value and reflecting dividends payable on this stock.

3. Records Creative Technologies' investment in Ace.

4. Reverse retained earnings and shareholder distributions of Ace
to  reflect in consolidated net     loss and retained deficit the
actual  results  of  operations and pro forma income  adjustments
of  Ace from January 1, 1996 to September 30, 1996 and to reflect
the effect of certain    transactions arising therefrom.

5. Elimination of intercompany balances and transactions.

6. Elimination of Creative Technologies' investment in Ace.


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