CONFORMED

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 1996

                                       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period                         to 
                          -----------------------    -------------------------

Commission File Number    1-12902
                       -------------

                       FRONTIER ADJUSTERS OF AMERICA, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Arizona                                   86-0477573
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                     45 East Monterey Way, Phoenix, AZ 85012
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (602) 264-1061
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                          Yes   X        No
                                                              -----        -----

Number of shares of Common Stock outstanding on October 15, 1996       4,605,358
                                                                       ---------
<PAGE>
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                September 30, 1996       June 30, 1996
                                                                ------------------       -------------
                                                                   (unaudited)                (*)
<S>                                                                 <C>                    <C>
                                         ASSETS
                                         ------

CURRENT ASSETS
   Cash and cash equivalents                                        $1,110,529             $  534,540
   Investments                                                       1,248,130              1,249,463
   Receivables                                                       1,504,923              1,549,185
   Prepaid expenses                                                    268,166                288,893
   Other                                                               171,351                159,451
                                                                    ----------             ----------
        TOTAL CURRENT ASSETS                                         4,303,099              3,781,532
                                                                    ----------             ----------

PROPERTY AND EQUIPMENT                                               2,251,868              2,436,167
   Less accumulated depreciation and amortization                      650,395                881,766
                                                                    ----------             ----------
                                                                     1,601,473              1,554,401
                                                                    ----------             ----------

OTHER ASSETS
   Cost of subsidiary in excess of net tangible assets acquired        213,817                213,817
   Less accumulated amortization                                       175,085                174,508
                                                                    ----------             ----------
                                                                        38,732                 39,309
   Receivables (Long term)                                             368,000                327,000
   Investments (Long term)                                             750,890                750,730
   Other                                                               425,666                422,780
                                                                    ----------             ----------
                                                                     1,583,288              1,539,819
                                                                    ----------             ----------
        TOTAL ASSETS                                                $7,487,860             $6,875,752
                                                                    ==========             ==========

                                      LIABILITIES
                                      -----------

CURRENT LIABILITIES
   Accounts payable                                                 $   80,117             $    11,666
   Accrued expenses                                                    374,540                 263,806
   Franchisee/licensee remittance payable                              377,301                 135,518
   Current Portion Long Term Liability                                  25,122                  24,672
   Other                                                               209,021                 149,308
                                                                    ----------              ----------
        TOTAL CURRENT LIABILITIES                                    1,066,101                 584,970
                                                                    ----------              ----------

LONG TERM LIABILITY                                                     53,532                  59,983
                                                                    ----------             -----------

STOCKHOLDERS' EQUITY
   Common stock                                                         47,820                 47,820
   Additional paid in capital                                        2,148,470              2,148,470
   Treasury stock                                                     (529,584)              (485,219)
   Other                                                                 6,087                 (6,691)
   Retained earnings                                                 4,695,434              4,526,419
                                                                    ----------             ----------
                                                                     6,368,227              6,230,799
                                                                    ----------             ----------
   TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                         $7,487,860             $6,875,752
                                                                    ==========             ==========
</TABLE>
*Condensed from audited financial statements.

 The accompanying notes are an integral part of these condensed statements.
                                        2
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)


                 Three Months Ended September 30, 1996 and 1995


<TABLE>
<CAPTION>
                                                     1996              1995
                                                  ----------        ----------
<S>                                               <C>               <C>
REVENUES
   Continuing licensee and franchisee fees        $1,388,298        $1,246,895
   Adjusting and risk management fees                275,231           161,771
                                                  ----------        ----------
                                                   1,663,529         1,408,666
                                                  ----------        ----------

COST AND EXPENSES
   Compensation and fringe benefits                  651,156           468,369
   Office                                            100,364           109,945
   Advertising and promotion                          81,197            73,817
   Depreciation and amortization                      55,955            43,491
   Provision for doubtful accounts                    45,000            35,000
   Other                                             209,406           240,894
                                                  ----------        ----------
                                                   1,143,078           971,516
                                                  ----------        ----------
   INCOME FROM OPERATIONS                            520,451           437,150
                                                  ----------        ----------

OTHER INCOME (EXPENSE)
   Interest income                                    36,191            31,513
   Other (Net)                                         7,353             3,126
                                                  ----------        ----------
   TOTAL OTHER INCOME (EXPENSE)                       43,544            34,639
                                                  ----------        ----------
   INCOME BEFORE INCOME TAXES                        563,995           471,789

INCOME TAXES                                         221,732           185,751
                                                  ----------        ----------
   NET INCOME                                     $  342,263        $  286,038
                                                  ==========        ==========


Weighted Average Shares outstanding                4,614,684         4,637,943
                                                  ==========        ==========

NET INCOME PER COMMON SHARE                       $      .07        $      .06
                                                  ==========        ==========
</TABLE>

The accompanying notes are an integral part of these condensed statements.
                                        3
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)
                 Three Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
                                                                   1996                1995
                                                               -----------         -----------
<S>                                                            <C>                 <C>        
NET INCOME                                                     $   342,263         $   286,038
                                                               -----------         -----------
Adjustments to reconcile net income to net cash
provided by operating activities:
   Depreciation and amortization                                    55,955              43,491
   (Gain) on disposition of property & equipment                      (905)               --
   Allowance for doubtful accounts                                  45,930              36,222
Change in assets and liabilities:
(Increase) decrease in:
   Receivables                                                      60,444             284,664
   Prepaid expenses                                                 20,727              33,535
   Other                                                           (23,834)            (52,229)
Increase (decrease) in:
   Accounts payable                                                 68,451              12,602
   Accrued expenses                                                110,734             (57,984)
   Franchisee and licensee remittance payable                      241,783            (108,924)
   Other                                                            59,713              33,509
                                                               -----------         -----------
Total adjustments                                                  638,998             224,886
                                                               -----------         -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                          981,261             510,924
                                                               -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   License Acquisition                                             (25,000)            (61,000)
   Capital expenditures                                            (78,195)            (23,584)
   Investment purchased                                           (974,115)               --
   Proceeds from sales of investments                            1,000,000                --
   Payments on License acquisition                                  (6,001)             (5,583)
   Advances to licensees and franchisees                        (1,021,884)           (908,318)
   Collections of advances to licensees and franchisees            917,536             878,359
                                                               -----------         -----------
   NET CASH (USED IN) INVESTING ACTIVITIES                        (187,659)           (120,126)
                                                               -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash dividends                                                 (173,248)           (162,432)
   Common stock repurchased                                        (44,365)            (95,817)
                                                               -----------         -----------
   NET CASH PROVIDED BY(USED IN)FINANCING ACTIVITIES              (217,613)           (258,249)
                                                               -----------         -----------

NET INCREASE IN CASH                                               575,989             132,549
   Cash at beginning of the period                                 534,540             358,960
                                                               -----------         -----------
   Cash at the end of the period                               $ 1,110,529         $   491,509
                                                               ===========         ===========

Supplemental disclosures of Cash Flow information
Cash paid during the period
   Income taxes                                                $    72,130         $    68,257
   Interest                                                    $     1,498         $     1,917
</TABLE>
The accompanying notes are an integral part of these condensed statements.
                                        4
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

(1) Basis of Presentation
    ---------------------

    The  financial  information  included  herein is  unaudited;  however,  such
    information reflects all adjustments  (consisting solely of normal recurring
    adjustments)  which are, in the opinion of management,  necessary for a fair
    statement of results of operations for the interim periods.

    The results of  operations  for the three month period ended  September  30,
    1996 are not  necessarily  indicative  of the results to be expected for the
    full year.

    Item 2 -  Management's  Discussion  and Analysis of Financial  Condition and
    Results of Operations

    Financial Condition
    -------------------

    The Company has  historically  financed its growth and  on-going  operations
    with cash  generated  from  operations.  In the quarter ended  September 30,
    1996, the Company's operations generated $981,000 in cash.

    Compared to the last fiscal year, the most  significant  item affecting cash
    provided by the Company's  operations is the $242,000 increase in franchisee
    and licensee  remittance payable.  The Company,  pursuant to agreements with
    its licensees  and  franchisees,  acts as a collection  agent for all of its
    licensees.  The Company  remits to its licensees the  collections,  less the
    on-going license fee and any amounts due the Company, i.e., loan repayments,
    errors  and  omissions  insurance  premium.  The date of the  week  that the
    Company's fiscal period ends,  therefore,  can have a significant  effect on
    the reported amount that is due to licensees and franchisees.  The Company's
    financial  statements as of September 30, 1996 reflect  collections  for two
    days of  $377,000  and  June 30,  1996  reflect  collections  for one day of
    $136,000.

    In August 1996 the Company  acquired  14,300 shares of the Company's  common
    stock at a cost of $44,365.  The  repurchase  was authorized by the Board of
    Directors as they  believed  that at the current  price level the  Company's
    common stock was an excellent investment.

    The  Company's  Board of Directors in May 1996,  approved an increase in the
    Company's annual dividend rate from 14 cents per share to 15 cents per share
    effective with the 3.75 cents per share cash dividend paid on June 10, 1996.
    The increase  reflects the Board's policy that  shareholders  participate in
    the Company's growth.

    Through its capital  investment  program,  the Company replaces  obsolete or
    outdated  equipment and invests in new equipment and furnishings to maintain
    or increase the  productivity of the Company and its employees.  The Company
    anticipates  investing $100,000 to $200,000 in fiscal 1997 for equipment and
    furnishings  pursuant  to  its  capital  investment  program.  The  Company,
    additionally,  entered into an agreement in October 1996 to acquire a parcel
    of land and building adjacent to its Corporate  offices.  The purchase price
    is  $170,000  and will be paid  during the second  quarter of the  Company's
    current fiscal year.

    Management  believes  that the Company  will be able to fund all of its cash
    requirements  (i.e.  current  operations,  capital asset acquisition and the
    payment  of  dividends)  from its  current  available  cash as well as funds
    generated by its operations.

    The Company's  ratio of current assets to current  liabilities was 4.04 to 1
    as of September 30, 1996 and 6.46 to 1 as of June 30, 1996.
                                        5
<PAGE>

    Results of Operations - Quarter Ended September 30, 1996 Compared to 1995
    -------------------------------------------------------------------------

    Revenues
    --------

    The  Company's  revenues  increased  18% or  $255,000 to  $1,664,000  in the
    current quarter from $1,409,000 in the same period of the prior fiscal year.
    The  increase  is  a  combined  $113,000  increase  in  adjusting  and  risk
    management  fees  and  a  $141,000  increase  in  continuing   licensee  and
    franchisee fees.

    The increase of $113,000 in adjusting and risk management fees from $162,000
    in the quarter  ended  September  30, 1995 to $275,000 in the quarter  ended
    September 30, 1996 represents a 70% increase.  A substantial portion of this
    increase is related to a major storm that occurred in mid August 1996 in the
    Phoenix,  Arizona  metropolitan  area where the  Company's  main offices are
    located.  Claims resulting from this storm provided the Company with $80,000
    in  adjusting  services  revenues  in the current  quarter and will  provide
    additional  revenues in the following quarter as not all the claims received
    had been concluded and billed during the current quarter.  Additionally, the
    Company had a $22,000  increase in fees in its Tucson  office as this office
    was acquired  from a licensee in the first quarter of the prior fiscal year.
    The  balance of the  increase  represents  an increase in the demand for the
    services provided by Company owned offices.

    The  Company's  revenues  from  continuing   licensee  and  franchisee  fees
    increased 11% or $141,000 from $1,247,000 in the quarter ended September 30,
    1995 to $1,388,000 in the quarter  ended  September 30, 1996.  This increase
    reflects  the  fact  that  the  Company's   licensees  and  franchisees  are
    benefiting   from  an  increase  in  claims  as  insurance   companies   and
    self-insureds  use their  services  due to an  increase in volume of claims.
    Also,  to a  greater  degree,  this  increase  reflects  the  effect  of new
    licensees and  franchisees and rate  increases.  The Company's  revenues are
    affected by numerous matters including the work loads of other companies and
    claims  presented by their  clients.  The Company,  therefore,  is unable to
    project  its future  revenues.  The  Company  has,  however,  seen growth in
    licensee and franchisee  fees paid and management  believes that the Company
    will continue to realize growth in continuing licensing and franchising fees
    in the future as it adds qualified licensees and franchisees.  Additionally,
    the Company will continue to reflect  revenues  from the recently  purchased
    Tucson operation.

    Compensation and Fringe Benefits
    --------------------------------

    Compensation  and  fringe  benefits  represent   approximately  57%  of  the
    Company's  costs and  expenses  and  represent  the  largest  single item of
    expense. These expenses increased 39% or $183,000 from $468,000 in the three
    months ended  September  30, 1995 to $651,000 in the current  quarter.  This
    increase is the result of the addition of an Executive Vice President to the
    Company's  management team,  additional  employees hired including temporary
    employees to handle increased work loads in the Corporate office,  increased
    bonus  related to the  Company's  rising income and cost of living and merit
    increases given to employees.

    Expenses Other Than Compensation and Fringe Benefits
    ----------------------------------------------------

    The Company's expenses other than compensation and fringe benefits decreased
    $11,000 during the three months ended  September 30, 1996 as compared to the
    same quarter of the prior fiscal year. The principal  items  affecting these
    expenses are a $37,000  decrease in legal expenses and a $12,000 increase in
    depreciation expense due to capital expenditures in the prior fiscal year.

    The  balance of the  Company's  costs and  expenses  have not  significantly
    changed from the same period of the prior year.



    Income Taxes
    ------------
                                        6
<PAGE>
    The  Company's  income  taxes  were  39%  of its  income  before  taxes,  or
    approximately  the same as they were in the prior fiscal year.  Changes made
    in the tax laws by various states and by the federal government have not had
    a material affect on the Company's current overall tax rates,  however, this
    could change at any time.

    Other Income
    ------------

    The  Company's  other  income  increased  $9,000 or 25% from  $35,000 in the
    quarter ended September 30, 1995 to $44,000 in the current quarter. The most
    significant  items  affecting other income a $4,000 increase in the sales of
    computer  software to the Company's  licensees and  franchisees and a $5,000
    increase in interest income.

    Net Income
    ----------

    The Company's net income for the quarter ended September 30, 1996, increased
    $56,000 or 20% from  $286,000 in the  quarter  ended  September  30, 1995 to
    $342,000 in the current quarter.  The most  significant  items affecting net
    income were the  $255,000  increase in revenues,  the  $183,000  increase in
    compensation and fringe benefits and the $11,000 decrease in other expenses.

    Results of Operations - Quarter Ended September 30, 1995 Compared to 1994
    -------------------------------------------------------------------------

    Revenues
    --------

    The  Company's  revenues  increased  11% or  $138,000 to  $1,409,000  in the
    quarter ended  September 30, 1995 from  $1,271,000 in the same period of the
    prior fiscal year. The increase was a combined $48,000 increase in adjusting
    and risk management fees and a $90,000  increase in continuing  licensee and
    franchisee fees.

    The increase of $48,000 in adjusting and other fees of Company owned offices
    from  $114,000 in the quarter  ended  September  30, 1994 to $162,000 in the
    quarter ended  September 30, 1995  represented a 42% increase.  The increase
    reflects  an increase  in the demand for the  Company's  services as well as
    $29,000 in revenues as a result of the  acquisition on August 1, 1995 of the
    operations of the Company's former Tucson licensee.

    The  Company's  revenues  from  continuing   licensee  and  franchisee  fees
    increased 10% or $129,000 from $1,271,000 in the quarter ended September 30,
    1994 to $1,400,000 in the quarter  ended  September 30, 1995.  This increase
    reflects the fact that the  Company's  licensees and  franchisees  benefited
    from an increase in claims as insurance  companies  and  self-insureds  used
    their  services due to an increase in volume of claims.  Also,  to a greater
    degree,  this increase  reflects the effect of new licensees and franchisees
    and rate increases.

    The Company's  revenues are affected by numerous matters  including the work
    loads of other companies and claims presented by their clients. The Company,
    therefore,  is unable to  project  its future  revenues.  The  Company  has,
    however,  seen growth in licensee and  franchisee  fees paid and  management
    believes  that the Company  will  continue to realize  growth in  continuing
    licensing and franchising fees in the future as it adds qualified  licensees
    and franchisees.

    Compensation and Fringe Benefits
    --------------------------------

    Compensation  and  fringe  benefits  represented  approximately  48%  of the
    Company's  costs and  expenses  and  represent  the  largest  single item of
    expense.  These expenses increased 17% or $69,000 from $399,000 in the three
    months ended  September 30, 1994 to $468,000 in the quarter ended  September
    30,  1995.  The  increase  was the result of the Company  hiring  additional
    employees to staff the recently  acquired  Tucson location and to handle the
    increased work load in the corporate office and for cost of living and merit
    raises given to employees.


    Expenses Other Than Compensation and Fringe Benefits
    ----------------------------------------------------
                                        7
<PAGE>
    The Company's expenses other than compensation and fringe benefits increased
    $32,000 during the three months ended  September 30, 1995 as compared to the
    same quarter of the prior fiscal year. The principal  items  affecting these
    expenses were a $65,000 decrease in legal expenses  primarily related to the
    Company's  litigation  in  California  with a  former  licensee,  a  $24,000
    increase in advertising and promotion  expenses,  and a $28,000  increase in
    office expenses primarily related to integration of the Tucson office.

    Expenses Other Than Compensation and Fringe Benefits (continued)
    ----------------------------------------------------------------

    The  balance  of the  Company's  costs and  expenses  did not  significantly
    changed from the same period of the prior fiscal year.

    Income Taxes
    ------------

    The  Company's  income  taxes  were  39%  of its  income  before  taxes,  or
    approximately  the same as they were in the prior fiscal year.  Changes made
    in the tax laws by various  states and by federal  government did not have a
    material affect on the Company's overall tax rates.

    Other Income
    ------------

    The  Company's  other  income  decreased  $5,000 or 13% from  $40,000 in the
    quarter ended  September 30, 1994 to $35,000 in the quarter ended  September
    30, 1995. The most  significant  decrease in other income was the decline in
    the sales of computer software to the Company's licensees.

    Net Income
    ----------

    The Company's net income for the quarter ended September 30, 1995, increased
    $18,000 or 7% from  $268,000  in the  quarter  ended  September  30, 1994 to
    $286,000 in the quarter ended September 30, 1995. The most significant items
    affecting  net income were the $138,000  increase in  revenues,  the $69,000
    increase in  compensation  and fringe  benefits and the $32,000  increase in
    other expenses.


    PART II: OTHER INFORMATION

    Item 1 - Legal Proceedings

    A  Declaratory  Judgment  was filed in May 1994  against  the Company in the
    Superior Court of Los Angeles,  California,  regarding the interpretation of
    certain sections of the Company's  license  agreement with the plaintiff,  a
    licensee.  In June 1994 the Company removed the case to U.S.  District Court
    and raised  certain  counter  claims for violation of the Company's  license
    agreement. The Company terminated the licensee's agreement effective January
    1, 1995. Subsequent to the termination,  the plaintiff amended his complaint
    to include wrongful  termination of his license  agreement.  On May 1, 1995,
    the U.S.  District Court granted the Company's motion for Summary  Judgement
    regarding all  outstanding  claims by the  plaintiff.  On June 19, 1995, the
    Court granted the Company's  Summary  Judgement  motion regarding its claims
    against the former licensee  including  $204,144 in unpaid licensee fees and
    for court costs which amounted to approximately  $24,000.  In July 1995, the
    plaintiff appealed this judgment and that appeal is currently pending before
    the U.S. Court of Appeals for the Ninth Circuit.

    In August 1995, Mark Brockband and Alan Bird  individually  and on behalf of
    certain Underwriters at Lloyd's,  London, a client of a former franchisee of
    the Company,  filed a complaint  against multiple  defendants  including the
    Company in the District Court of Dallas County,  Texas. The complaint arises
    from the alleged embezzlement of over $700,000 by the former franchisee. The
    complaint  alleges claims against the Company  including breach of contract,
    breach of  fiduciary  duty,  negligence,  negligent  supervision,  negligent
    misrepresentation  and negligent licensing.  The complaint seeks unspecified
    damages from the Company.  The Company's  insurance carrier is defending the
    suit. The Company is vigorously contesting the plaintiff's allegations as to
    the Company and believes that its defenses are meritorious. The Company does
    not believe that the results of this litigation will have a material adverse
    effect on the Company's results of operations.

    From time to time in the normal course of its business, the Company is named
    as a defendant in lawsuits.
                                        8
<PAGE>
    The  Company  does not  believe  that it is subject to any such  lawsuits or
    litigation  or threatened  lawsuits or litigation  that will have a material
    adverse effect on the Company or its business.

    Item 3 - Submission of Matters to a Vote of Security Holders

    On October 11, 1996, the Company held its annual shareholders meeting.

    The Company's Board of Directors were reelected with 4,327,851  shares being
    cast and 200 shares  abstaining.  The  Directors  elected and the numbers of
    votes each received are as follows:

         Patric R. Greer                                       4,290,104
         George M. Hill                                        4,292,835
         Francis J. LaPallo                                    4,294,346
         Louis T. Mastos                                       4,292,585
         James S. Rocke                                        4,294,596
         William J. Rocke                                      4,306,911
         Jean E. Ryberg                                        4,307,671
         Merlin J. Schumann                                    4,294,596
         William W. Strawther, Jr.                             4,607,835
         Scott R. Younker                                      4,294,896

    The Company's  shareholders  approved the adoption of the Frontier Adjusters
    of America,  Inc. 1996 Stock Option Plan with 3,196,454  affirmative  votes,
    142,197 against and 3,350 abstaining.

    The Company's  shareholders  ratified the appointment of McGladrey & Pullen,
    LLP,  Certified Public  Accountants,  as the auditors of the Company for the
    Company's  fiscal year  ending June 30,  1997,  with  4,301,901  affirmative
    votes, 400 against and 25,550 abstaining.

    Response to items one through five not listed above are omitted  since these
    items are either inapplicable or the response thereto would be negative.


                                   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.


<TABLE>
<CAPTION>
                                                 FRONTIER ADJUSTERS OF AMERICA, INC.
<S>                                              <C> 


Date:    October 24, 1996                        /s/    William J. Rocke
      -----------------------                    -----------------------
                                                 William J. Rocke, Chief Executive Officer/Chairman of the
                                                 Board, Director, Principal Financial Officer


Date:    October 24, 1996                        /s/     Jean E. Ryberg
      -----------------------                    ----------------------
                                                 Jean E. Ryberg, President, Director
</TABLE>