SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549



                                 FORM 10-Q



                 Quarterly Report Under Section 13 or 15(d)
                   of the Securities Exchange Act of 1934




For Quarter Ended September 30, 1996          Commission File Number 0-13318



                          STAR TECHNOLOGIES, INC.
           (Exact name of registrant as specified in its charter)



            Delaware                                            93-0794452
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)


                               515 Shaw Road
                         Sterling, Virginia  20166
                  (Address of principal executive offices)
                                 (Zip Code)


                               (703) 689-4400
            (Registrant's telephone number, including area code)

                               Not Applicable
            (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     



19,890,324 shares of Common Stock were outstanding as of September 30, 1996.
<PAGE>
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements
<TABLE>
                          STAR TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS

                                        (Unaudited)
                           (In thousands, except per share data)
<CAPTION>
                                                    Three Months Ended   Six Months Ended 
                                                       September 30,       September 30,  
                                                      1996      1995      1996      1995 

<S>                                                 <C>       <C>       <C>       <C>
Revenue                                             $   217   $   505   $   932   $ 3,081

Cost of revenue                                         259       319       464     1,675
                                                    -------   -------   -------   -------
Gross margin                                            (42)      186       468     1,406
                                                    -------   -------   -------   -------
Operating expenses
  Research and development                              305       451       680     1,128
  Selling, general and administrative                 1,027       848     1,814     1,862
                                                    -------   -------   -------   -------
    Total operating expenses                          1,332     1,299     2,494     2,990
                                                    -------   -------   -------   -------
Operating loss                                       (1,374)   (1,113)   (2,026)   (1,584)

Interest income, net                                    339       114       400       251
Other income, net                                     6,215        35     6,215        35
                                                    -------   -------   -------   -------
Net income (loss) before provision for income taxes   5,180      (964)    4,589    (1,298)

Provision for income taxes                                -         -         -         -
                                                    -------   -------   -------   -------
Net income (loss)                                   $ 5,180   $  (964)  $ 4,589   $(1,298)
                                                    =======   =======   =======   =======




Net income (loss)                                   $ 5,180   $  (964)  $ 4,589   $(1,298)
Preferred stock dividend requirement                    (25)     (348)      (25)     (646)
Adjustment for repurchase of preferred stock           (174)        -      (522)        -
Excess carrying amount and cumulative undeclared
  dividends of preferred stock over consideration    10,580         -    10,580     4,954
                                                    -------   -------   -------   -------
  Net income (loss) applicable to common shares     $15,561   $(1,312)  $14,622   $ 3,010
                                                    =======   =======   =======   =======

Earnings (loss) per share:
  Per common and common equivalent share            $   .78   $  (.07)  $   .74   $   .15
                                                    =======   =======   =======   =======
  Assuming full dilution                            $   .70   $  (.07)  $   .66   $   .12
                                                    =======   =======   =======   =======
</TABLE>

                See accompanying notes to consolidated financial statements.
                                            -1-
<PAGE>
<TABLE>
                          STAR TECHNOLOGIES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                        (Unaudited)
                             (In thousands, except share data)
<CAPTION>
                                                                 Sept. 30,   March 31,
Assets                                                             1996        1996   
Current assets
  <S>                                                            <C>         <C> 
  Cash                                                           $ 2,032     $   166
  Short-term investments                                           5,179       4,886
  Accounts receivable, net                                           135         156
  Inventory, net                                                     562         726
  Other current assets                                               119          94
                                                                 -------     -------
    Total current assets                                           8,027       6,028

Property and equipment, net                                          438         502
Other assets                                                         144         144
                                                                 -------     -------
    Total assets                                                 $ 8,609     $ 6,674
                                                                 =======     =======
Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                                               $   534     $   608
  Accrued payroll and related benefits                               303         408
  Other accrued liabilities                                          374         450
                                                                 -------     -------
    Total current liabilities                                      1,211       1,466
                                                                 -------     -------
Commitments and contingencies                                          -           -

Stockholders' equity
  Preferred stock; $.01 par value; 1,000,000 shares authorized
    Series A convertible; 500,000 shares designated; 45,500
      and 46,900 shares issued; 45,500 and 46,900 shares
      outstanding; aggregate liquidation preference of
       $1,638 and $1,688                                               1           1
    Series B convertible; 120,117 shares designated; 11,917
      and 59,584 shares issued; 11,917 and 59,584 shares
      outstanding; aggregate liquidation preference of $1,192
      and $5,958                                                       1           1
    Series C convertible; 80,079 shares designated; 7,945
      and 39,723 shares issued; 7,945 and 39,723 shares
      outstanding aggregate liquidation preference of
      $795 and $3,972                                                  1           1
  Common stock; $.01 par value; 60,000,000 shares authorized;
    19,937,115 and 19,927,035 shares issued; 19,890,324 and
    19,880,244 shares outstanding                                    199         199
  Additional paid-in capital                                      61,047      63,446
  Treasury stock, at cost; 46,791 shares                            (201)       (201)
  Retained deficit                                               (53,650)    (58,239)
                                                                 -------     -------
    Total stockholders' equity                                     7,398       5,208
                                                                 -------     -------
    Total liabilities and stockholders' equity                   $ 8,609     $ 6,674
                                                                 =======     =======
</TABLE>

                See accompanying notes to consolidated financial statements.
                                            -2-
<PAGE>
<TABLE>
                          STAR TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)
                                       (In thousands)

<CAPTION>
                                                                   Six Months Ended
                                                                    September 30,   
  
                                                                   1996        1995 

<S>                                                              <C>         <C>
Cash flows from (used for) operating activities
  Net income (loss)                                              $ 4,589     $(1,298)

Adjustments to reconcile net loss to net cash
  from (used for) operating activities
    Depreciation and amortization                                    105         168
    Decrease in restricted cash                                       17         185
    Decrease in accounts receivable                                   21          77
    Decrease in inventory                                            164         977
    Increase in other current assets                                 (25)        (61)
    Decrease in accounts payable                                     (74)       (545)
    Decrease in accrued liabilities                                 (181)       (600)
                                                                 -------     -------
Net cash from (used for) operating activities                      4,616      (1,097)
                                                                 -------     -------
Cash flows from (used for) investing activities
    Capital expenditures                                             (41)        (32)
    Other investing activities, net                                    -          37
                                                                 -------     -------
                                                                     (41)          5
                                                                 -------     -------
Cash flows from (used for) financing activities
    Repurchase of preferred stock                                 (2,399)     (1,187)
    Proceeds from stock option exercises                               -           5
                                                                 -------     -------
                                                                  (2,399)     (1,182)
                                                                 -------     -------
Net increase (decrease) in cash and equivalents                    2,176      (2,274)

Cash and equivalents, beginning of period                          5,035       8,723
                                                                 -------     -------
Cash and equivalents, end of period                              $ 7,211     $ 6,449
                                                                 =======     =======

</TABLE>
                See accompanying notes to consolidated financial statements.











                                            -3-
<PAGE>
                  STAR TECHNOLOGIES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Star Technologies, Inc. ("Star" or the "Company") has historically 
designed and manufactured performance-enhancing computing products and 
solutions for the image and signal processing marketplace, principally for 
medical imaging.  Star is currently developing products for the image and 
information management market.  A key segment of this market is medical 
imaging, which draws upon Star's historical skills and experience.  Star's 
current product focus is a family of DICOM 3.0-compliant solutions, with 
special expertise in the area of DICOM image storage.  Star markets its 
products and technology to OEM suppliers of medical imaging equipment.  The 
Company has not yet generated any significant revenue from these products.  
In addition, Star continues to pursue contract engineering and manufacturing 
business opportunities.  The Company's products compete in markets which are 
highly competitive and characterized by rapid technological advances.


NOTE 1 - Financial Information

     The interim financial statements presented herein are unaudited.  They 
reflect all adjustments that, in the opinion of management, are necessary to 
fairly present the Company's financial position and results of operations 
for the interim periods presented.  All such adjustments are of a normal, 
recurring nature.  The results of operations for the three- and six-month 
periods ended September 30, 1996 are not necessarily indicative of the 
results to be expected for the entire fiscal year.

     The interim consolidated financial information should be read in 
conjunction with the Company's Annual Report on Form 10-K, Commission file 
number 0-13318, for the fiscal year ended March 31, 1996.

     Certain fiscal 1996 amounts have been reclassed for comparative 
purposes.


NOTE 2 - Short-Term Investments

     The Company's short-term investments consist entirely of commercial 
paper.  These investments, which are held to maturity (less than three 
months from the date of purchase), are carried at cost which approximates 
their market value.


NOTE 3 - Inventory

     Inventory is stated at the lower of cost (first-in, first-out basis) or 
market.  All classifications of inventory include materials and an 
allocation of manufacturing overhead.  Systems-in-process and completed 
systems include an allocation of labor.

     The major classifications of inventory are as follows (in thousands):
<TABLE>
<CAPTION>
                                         Sept. 30,     March 31,
                                           1996          1996   

     <S>                                   <C>           <C>
     Components and subassemblies          $510          $686
     Systems-in-process                      15            22
     Completed systems                       37            18
                                           ----          ----
                                           $562          $726
                                           ====          ====
</TABLE>
                                          -4-
<PAGE>
NOTE 4 - Accounts Receivable

     Accounts receivable are shown net of an allowance for doubtful accounts 
of $23,000 and $22,000 at September 30, 1996 and March 31, 1996, 
respectively.


NOTE 5 - Transactions with General Electric Medical Systems ("GEMS") and 
         General Electric ("GE")

     In August 1996, GEMS paid Star $9.4 million, the amount including 
interest, awarded to Star in March 1996 in its claim against GEMS for breach 
of contract.  The payment from GEMS arose from a demand for arbitration that 
Star filed against GEMS in January 1995.  As previously reported, Star filed 
the demand after GEMS declared that it would not purchase any reconstruction 
processors from Star after May 1995.  The demand alleged that GEMS' decision 
to stop buying reconstruction processors from Star violated a development 
and technology transfer agreement that Star and GEMS entered into in October 
1991.  Following a hearing on Star's demand, a three-member panel of the 
American Arbitration Association found that GEMS violated the agreement by 
terminating its purchases from Star and by using certain technology owned by 
Star in reconstruction processors that GEMS is manufacturing.  

     GEMS paid the award in connection with an agreement with Star that 
provided for Star to repurchase 80% of Star's Series B and Series C Senior 
Preferred Stock (the "Preferred Stock") held by GE.  Star paid GE $2.4 
million for the Preferred Stock which had an aggregate redemption price of 
$13.0 million, including 100% of cumulative, undeclared dividends that 
totaled in excess of $5.0 million.  GE also granted to Star a three-year 
option to repurchase the remaining 20% of the Preferred Stock at the same 
per share price that Star paid in the August 1996 repurchase.  In addition, 
Star and GEMS have amended the related preferred stock purchase agreement 
and Star's Certificate of Incorporation to eliminate numerous rights that GE 
had as the sole holder of the Preferred Stock, including the rights to elect 
one third of Star's Board of Directors and, under certain circumstances, to 
assume control of the Board.

     The remaining Preferred Stock now accrues dividends at a rate of 10% 
per annum effective August 1996.  To the extent declared, such dividends 
would be payable quarterly in the amount of $50,000 in cash.  Unpaid 
cumulative dividends in arrears on the Preferred Stock total $25,000 as of 
September 30, 1996.

     The Company's revenue from GEMS totaled $17,000 and $98,000 for the 
quarters ended September 30, 1996 and 1995, respectively.  For the six 
months ended September 30, 1996 and 1995, revenue from GEMS totalled $80,000 
and $2.3 million, respectively.


NOTE 6 - Notes Payable and Capital Lease Obligations

     On September 30, 1995, the Company's revolving credit note agreement 
expired and was not renewed.  The Company had not borrowed under this 
agreement since December 1993 and has had sufficient cash reserves for its 
operating needs since that time.  Although the Company does not require a 
credit agreement to meet its anticipated operating requirements, the Company 
is in discussion with several banks regarding potential credit agreement 
arrangements.  The Company's remaining short-term obligations relate 
entirely to capital lease obligations, all of which mature in 1997.

                                    -5-
<PAGE>
     The Company expects to have sufficient cash, through its current cash 
and short-term investments position and from operations, to meet its fiscal 
1997 operating requirements.  In the event that the Company requires more 
funds, there can be no assurance that the Company would be successful in 
raising new capital from external sources.


NOTE 7 - Earnings Per Share

     In August 1996, the Company repurchased and retired 80% of the 
outstanding shares of its Series B and Series C Senior Preferred Stock (the 
"Preferred Stock") from GE.  In the transaction, the Company paid $2.4 
million for 79,445 shares of the Preferred Stock which had a redemption 
price of $13.0 million, including cumulative undeclared dividends in excess 
of $5.0 million.  For purposes of computing the earnings per share for the 
three- and six-month period ended September 30, 1996, the transaction 
resulted in the availability of $10.6 million additional earnings to common 
stockholders, representing the difference between the carrying amount of the 
redeemed Preferred Stock, including cumulative undeclared dividends, and the 
price paid by the Company to repurchase the stock.

     In April 1995, the Company also repurchased and retired 46,549 shares 
of the outstanding shares of the Preferred Stock.  In the transaction, the 
Company paid $1.2 million for the shares which had a redemption price of 
$6.2 million, including cumulative undeclared dividends in excess of $1.5 
million.  For purposes of computing the earnings per share for the six-month 
period ended September 30, 1995, the transaction resulted in the 
availability of $5.0 million additional earnings to common stockholders, 
representing the difference between the carrying amount of the redeemed 
Preferred Stock, including cumulative undeclared dividends, and the price 
paid by the Company to repurchase the stock.


NOTE 8 - Recent Accounting Pronouncements

     In March 1995, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 121, Accounting for the 
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of 
("Statement 121").  Statement 121 requires that the Company review its 
long-lived assets for impairment whenever events or circumstances indicate 
that the carrying amount of an asset may not be recoverable.  To the extent 
that the undiscounted net future cash flows expected to be generated from an 
asset are less than the asset's carrying amount, an impairment loss is 
recognized as the difference between that asset's carrying amount and its 
fair value.  The Company adopted Statement 121 as of April 1, 1996.  The 
adoption of Statement 121 did not have a material impact on the Company's 
results of operations.

     In October 1995, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 123, Accounting for Stock 
Based Compensation ("Statement 123").  Under Statement 123, the Company may 
elect, but is not required, to adopt a fair value approach to accounting for 
stock-based awards granted to employees.  The Company adopted Statement 123 
as of April 1, 1996.  The Company did not implement the fair value 
methodology of Statement 123, although certain pro forma disclosures will be 
required in the Company's fiscal 1997 consolidated financial statements.



                                    -6-
<PAGE>
NOTE 9 - Settlement of Patent Litigation

     In August 1996, the Company settled all claims asserted by Ronald G. 
Walters ("Walters") against the Company and certain officers and directors 
of the Company in a patent infringement and unjust enrichment lawsuit.  In 
that suit, Walters had sought over $67 million, with trebling of any damages 
awarded.  In response to the suit, the Company had filed a counterclaim 
against Walters.

     Under the terms of the settlement agreement, the Company paid Walters a 
one-time payment of $2.9 million for which Walters dismissed the claims he 
had brought against the Company, and the Company dismissed the counterclaim 
it had asserted against Walters.

     The settlement payment is reflected as a reduction of other income on 
the Consolidated Statement of Operations in the second quarter of fiscal 
1997.


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

Results of Operations

     Revenue for the three-month period ended September 30, 1996 decreased 
57% from the same period a year ago, primarily due to lower levels of spare 
parts sales and maintenance and support revenue.  For the six months ended 
September 30, 1996, revenue decreased 70% from the comparable prior-year 
period, primarily due to the cessation of reconstruction processor sales to 
General Electric Medical Systems ("GEMS") in the first quarter of fiscal 
1996.  (See Note 5.)

     The gross margin percentage for the three-month period ended September 
30, 1996 decreased from 37% to (19)% from the comparable prior-year period, 
primarily due to an unfavorable absorption rate of fixed costs associated 
with lower revenue levels.  The gross margin percentage for the six months 
ended September 30, 1996 increased from 46% to 50% from the same prior-year 
period primarily due to the final settlement on the claim under the U.S. 
Navy's SH-60 Program which was recognized as revenue in the first quarter of 
fiscal 1996.

     Research and development ("R&D") expense for the three and six months 
ended September 30, 1996 decreased 32% and 40%, respectively, from the same 
periods a year ago.  The decreases are primarily attributable to 
company-wide cost reductions as well as reduced staff levels.

     Selling, general and administrative ("SG&A") expense for the quarter 
ended September 30, 1996 increased 21% from the same period a year ago, 
primarily due to costs associated with the recently terminated acquisition 
discussions with Electronic Instrumentation and Technology, Inc. ("EIT"), as 
well as performance bonuses related to the receipt of the $9.4 million GEMS 
arbitration award.  For the six months ended September 30, 1996, the above 
increases were offset by lower legal costs associated with the GEMS 
arbitration, resulting in a 3% decrease in SG&A expense from the same 
prior-year period.

     During the three- and six-month periods ended September 30, 1996 and 
1995, the Company earned $339,000 and $114,000, and $400,000 and $251,000, 
respectively, of net interest income.  The increases for the three and six 
months ended September 30, 1996 from the prior-year periods are primarily 
attributable to interest received from GEMS on the arbitration award.  (See 
Note 5.)


                                    -7-
<PAGE>
     Other income for the three- and six-month periods ended September 30, 
1996 includes the GEMS arbitration award of $9.1 million, excluding 
interest, offset by the settlement of a patent infringement lawsuit of $2.9 
million.  (See Notes 5 and 9.)


Liquidity and Capital Resources

     The Company generated $4.6 million of cash flow for the six months 
ended September 30, 1996, primarily as a result of the receipt of the 
arbitration award from GEMS in August 1996.  (See Note 5.)

     In August 1996, after receiving $9.4 million from GEMS for breach of 
contract, the Company repurchased and retired 80% of the outstanding shares 
of its Series B and Series C Senior Preferred Stock (the "Preferred Stock") 
from GE.  In the transaction, the Company paid $2.4 million for 79,445 
shares of the Preferred Stock which had a redemption price of $13.0 million, 
including cumulative undeclared dividends in excess of $5.0 million.  GE 
also issued to Star a three-year option to purchase the remaining 20% of the 
Preferred Stock at the same per share price that Star paid in the August 
1996 repurchase.  In addition, Star and GE amended the related preferred 
stock purchase agreement and Star's Certificate of Incorporation to 
eliminate numerous rights that GE had as the holder of the Preferred Stock, 
including the rights to elect one third of Star's Board of Directors and, 
under certain circumstances, to assume control of the Board.  (See Note 5.)

     The remaining Preferred Stock now accrues dividends at a rate of 10% 
per annum effective August 1996.  To the extent declared, such dividends 
would be payable quarterly in the amount of $50,000 in cash.  Unpaid 
cumulative dividends in arrears on the Preferred Stock total $25,000 as of 
September 30, 1996.

     On September 30, 1995, the Company's revolving credit note agreement 
expired and was not renewed.  The Company had not borrowed under this 
agreement since December 1993 and has had sufficient cash reserves for its 
operating needs since that time.  Although the Company does not require a 
credit agreement to meet its anticipated operating requirements, the Company 
is in discussion with several banks regarding potential credit agreement 
arrangements.  The Company's remaining short-term obligations relate 
entirely to capital lease obligations, all of which mature in 1997.

     The Company expects to have sufficient cash, through its current cash 
and short-term investment position and from operations, to meet its fiscal 
1997 operating requirements.  In the event that the Company requires more 
funds, there can be no assurance that the Company would be successful in 
raising new capital from external sources.


Corporate Repositioning

     The Company previously engaged in acquisition discussions with EIT and 
had announced, in August 1996, the signing of a letter of intent to acquire 
EIT.  In October 1996, the Company announced that it had ended acquisition 
discussions with EIT citing the inability of the two parties to reach 
agreement on key financial aspects of the acquisition.

     The Company remains committed to growing Star through strategic mergers 
or acquisitions.  The Company continues to work with an investment banking 
firm and with other sources to identify potential merger or acquisition 
candidates.



                                    -8-
<PAGE>
     The Company has concentrated its R&D efforts over the past few years 
exploring growth opportunities in the medical imaging business in which the 
Company has over ten years of experience.  The Company has targeted the 
medical information systems market, including both medical reporting and 
digital medical imaging and communications systems.  In fiscal 1996, the 
Company received Food and Drug Administration clearance to market the Image 
Management Server and the Film Image Scan System, the Company's two new 
products.  The Company can give no assurances that the products will be 
accepted in the marketplace.  

     Certain statements in Management's Discussion and Analysis of Results 
of Operations and Financial Condition contain "forward-looking" information 
(as defined in the Private Securities Litigation Reform Act of 1995) that 
involve risks and uncertainties, including, but not limited to, customer 
concentration, product demand and market acceptance risks, product 
development, commercialization and technological difficulties, the impact of 
competitive products and pricing, availability of parts and supplies from 
third party suppliers on a timely basis and at reasonable prices, and the 
effect of economic conditions.


PART II.  OTHER INFORMATION

     Item 1. Legal Proceedings

     None

     Item 4. Submission of Matters to a Vote of Security Holders

     The Company held its Annual Meeting of Stockholders on August 22, 1996.  
16,780,785 shares of the Company's Common Stock and Series A Preferred Stock 
were present, in person or by proxy, at the Annual Meeting to vote on the 
election of three directors.  99,307 shares of the Preferred Stock were 
present, in person or by proxy, at the Annual Meeting.

     At the Annual Meeting, Francis Jungers was elected to the Company's 
Board of Directors for a term equal to the earliest of three years, the 
election and qualification of his successor, or until his death, resignation 
or removal from office.  Only holders of the Company's Common Stock and 
Series A Preferred Stock were eligible to vote on the nomination of Mr. 
Jungers to the Board of Directors.  16,463,907 shares were voted for Mr. 
Jungers and 316,888 shares were withheld.

     Robert Compton, Alan Maxwell and Dr. Carl Ravin continue as Directors 
of the Company.  The terms of Mr. Compton and Dr. Ravin expire on the date 
of the 1997 Annual Meeting of Stockholders.  The term of Mr. Maxwell expires 
on the date of the 1998 Annual Meeting of Stockholders.

     Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits.

         The exhibits filed herewith or incorporated by reference are set 
         forth on the Exhibit Index immediately preceding the exhibits.

     (b) Reports on Form 8-K.

         No reports on Form 8-K were filed by the Company during the quarter 
         ended September 30, 1996.


                                    -9-
<PAGE>
                                 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.

                               STAR TECHNOLOGIES, INC.


Dated:  November 14, 1996      /s/ Robert C. Compton                        
                               Robert C. Compton
                               Chairman of the Board of Directors,
                               President and Chief Executive
                               Officer and Director

                               /s/ Brenda A. Potosnak                       
                               Brenda A. Potosnak
                               Vice President of Finance and Administration,
                               Secretary, Treasurer and Chief Financial
                               Officer






































                                    -10-
<PAGE>
                               EXHIBIT INDEX

    Exhibit
      No.  

      3.1*       Restated Certificate of Incorporation of the Company, as 
                 amended, incorporated by reference from the Company's 
                 Annual Report on Form 10-K for the fiscal year ended March 
                 31, 1988 (Registration No. 0-13318) filed with the 
                 Commission on June 29, 1988.

      3.2*       Certificate of Designation, Preferences and Rights of 
                 Series B Senior Preferred Stock and Series C Senior 
                 Preferred Stock ("Certificate of Designation"), 
                 incorporated by reference from the exhibit filing to the 
                 Company's Annual Report on Form 10-K for the fiscal year 
                 ended March 31, 1990 (Registration No. 0-13318) filed with 
                 the Commission on June 29, 1990.

      3.3*       Certificate of Amendment of Restated Certificate of 
                 Incorporation of the Company, dated August 29, 1994, 
                 incorporated by reference from the Company's Annual Report 
                 on Form 10-K for the fiscal year ended March 31, 1995 
                 (Registration No. 0-13318) filed with the Commission on 
                 June 29, 1995.

      3.4        Certificate of Amendment of Restated Certificate of 
                 Incorporation of the Company dated August 23, 1996.

      3.5        By-Laws of the Company, as amended and restated on February 
                 24, 1994, and as further amended on August 22, 1996.

      4.1*       Restated Certificate of Incorporation, as amended (see 
                 Exhibit 3.1).

      4.2*       Certificate of Amendment of Restated Certificate of 
                 Incorporation (see Exhibit 3.2).

      4.3*       Certificate of Designation (see Exhibit 3.3).

      4.4        Certificate of Amendment of Restated Certificate of 
                 Incorporation (see Exhibit 3.4).

      10.26      Stock Repurchase Agreement, dated August 16, 1996, between 
                 the Company and General Electric Company.

      10.27      Amendment No. 1 to Preferred Stock Purchase Agreement, 
                 dated August 16, 1996, between General Electric Company and 
                 the Company.

      10.28      Stock Option Agreement, dated August 16, 1996, between 
                 General Electric Company and the Company.

      11         Statement Regarding Computation of Per Share Earnings.

      27         Financial Data Schedule.




*Incorporated by reference.

                                    -11-