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 December 31, 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     



  19,841,924 shares of Common Stock were outstanding as of December 31, 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   Nine Months Ended 
                                                       December 31,        December 31,   
                                                      1996      1995      1996      1995 

<S>                                                 <C>       <C>       <C>       <C>
Revenue                                             $   206   $   875   $ 1,138   $ 3,956

Cost of revenue                                         433       672       897     2,347
                                                    -------   -------   -------   -------
Gross margin                                           (227)      203       241     1,609
                                                    -------   -------   -------   -------
Operating expenses
  Research and development                              213       457       893     1,585
  Selling, general and administrative                   914     1,011     2,728     2,873
                                                    -------   -------   -------   -------
    Total operating expenses                          1,127     1,468     3,621     4,458
                                                    -------   -------   -------   -------
Operating loss                                       (1,354)   (1,265)   (3,380)   (2,849)

Interest income, net                                     95        97       495       348
Other income, net                                         1         3     6,216        38
                                                    -------   -------   -------   -------
Net income (loss) before provision for income taxes  (1,258)   (1,165)    3,331    (2,463)

Provision for income taxes                                -         -         -         -
                                                    -------   -------   -------   -------
Net income (loss)                                   $(1,258)  $(1,165)  $ 3,331   $(2,463)
                                                    =======   =======   =======   =======




Net income (loss)                                   $(1,258)  $(1,165)  $ 3,331   $(2,463)
Preferred stock dividend requirement                    (50)     (348)      (75)     (994)
Adjustment for repurchase of preferred stock              -         -      (522)        -
Excess carrying amount and cumulative undeclared
  dividends of preferred stock over consideration         -         -    10,580     4,954
                                                    -------   -------   -------   -------
  Net income (loss) applicable to common shares     $(1,308)  $(1,513)  $13,314   $ 1,497
                                                    =======   =======   =======   =======

Earnings (loss) per share:
  Per common and common equivalent share            $  (.07)  $  (.08)  $   .67   $   .08
                                                    =======   =======   =======   =======
  Assuming full dilution                            $  (.07)  $  (.08)  $   .61   $   .08
                                                    =======   =======   =======   =======

</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>
                                                                 Dec. 31,    March 31,
Assets                                                             1996        1996   
Current assets
  <S>                                                            <C>         <C>    
  Cash                                                           $    35     $   166
  Short-term investments                                           6,295       4,886
  Accounts receivable, net                                           131         156
  Inventory, net                                                     291         726
  Other current assets                                                92          94
                                                                 -------     -------
    Total current assets                                           6,844       6,028

Property and equipment, net                                          392         502
Other assets                                                         144         144
                                                                 -------     -------
    Total assets                                                 $ 7,380     $ 6,674
                                                                 =======     =======
Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                                               $   316     $   608
  Accrued payroll and related benefits                               285         408
  Other accrued liabilities                                          683         450
                                                                 -------     -------
    Total current liabilities                                      1,284       1,466
                                                                 -------     -------
Commitments and contingencies                                          -           -

Stockholders' equity
  Preferred stock; $.01 par value; 1,000,000 shares authorized
    Series A convertible; 500,000 shares designated; 17,500
      and 46,900 shares issued; 17,500 and 46,900 shares
      outstanding; aggregate liquidation preference of
      $630 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; 19,841,924 and
    19,880,244 shares outstanding                                    199         199
  Additional paid-in capital                                      61,011      63,446
  Treasury stock, at cost; 95,191 and 46,791 shares                 (209)       (201)
  Retained deficit                                               (54,908)    (58,239)
                                                                 -------     -------
    Total stockholders' equity                                     6,096       5,208
                                                                 -------     -------
    Total liabilities and stockholders' equity                   $ 7,380     $ 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>
                                                                  Nine Months Ended
                                                                    December 31,    
  
                                                                   1996        1995 

<S>                                                              <C>         <C>  
Cash flows from (used for) operating activities
  Net income (loss)                                              $ 3,331     $(2,463)

Adjustments to reconcile net income (loss) to net cash
  from (used for) operating activities
    Depreciation and amortization                                    154         241
    Decrease in restricted cash                                       17         441
    Decrease in accounts receivable                                   25          85
    Decrease in inventory                                            435       1,463
    (Increase) decrease in other current assets                        2         (25)
    Decrease in accounts payable                                    (292)       (397)
    Increase (decrease) in accrued liabilities                       110        (902)
                                                                 -------     -------
  Net cash from (used for) operating activities                    3,782      (1,557)
                                                                 -------     -------
Cash flows from (used for) investing activities
    Capital expenditures                                             (44)        (65)
    Other investing activities, net                                    -          57
                                                                 -------     -------
                                                                     (44)         (8)
                                                                 -------     -------
Cash flows from (used for) financing activities
    Repurchase of preferred stock                                 (2,435)     (1,187)
    Proceeds from stock option exercises                               -           5
    Purchase of treasury stock                                        (8)          -
                                                                 -------     -------
                                                                  (2,443)     (1,182)
                                                                 -------     -------
Net increase (decrease) in cash and equivalents                    1,295      (2,747)

Cash and equivalents, beginning of period                          5,035       8,723
                                                                 -------     -------
Cash and equivalents, end of period                              $ 6,330     $ 5,976
                                                                 =======     =======
</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.  
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 nine-month 
periods ended December 31, 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>
                                          Dec. 31,     March 31,
                                           1996          1996   

     <S>                                   <C>           <C>
     Components and subassemblies          $270          $686
     Systems-in-process                       7            22
     Completed systems                       14            18
                                           ----          ----
                                           $291          $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 December 31, 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 Series B and Series C Senior 
Preferred Stock (the "Preferred Stock") held by GE.  Pursuant to the 
agreement, in August 1996, 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 remaining 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.

     Effective August 1996, the remaining Preferred Stock accrues dividends 
at a rate of 10% per annum.  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 $75,000 as of December 31, 
1996.

     The Company's revenue from GEMS totaled $20,000 and $10,000 for the 
quarters ended December 31, 1996 and 1995, respectively.  For the nine 
months ended December 31, 1996 and 1995, revenue from GEMS totaled $100,000 
and $2.3 million, respectively.


NOTE 6 - Notes Payable and Capital Lease Obligations

     The Company has not borrowed under any bank 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 expire 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 - Repurchases of Stock

     In December 1996, the Company repurchased 28,000 shares of Series A 
Preferred Stock (representing 201,600 shares of common stock on an 
if-converted basis) from State Farm Mutual Automobile Insurance Company 
("State Farm") for $35,000.  The Company also repurchased 48,400 shares of 
the Company's common stock from State Farm for $8,000.

     In August 1996, the Company repurchased 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 earnings per share for the nine-month period ended 
December 31, 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 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 earnings per share for the nine-month 
period ended December 31, 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 for the nine months ended December 
31, 1996.


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

Results of Operations

     Revenue for the three and nine months ended December 31, 1996 decreased 
76% and 71%, respectively, from the comparable prior-year periods.  The 
decreases are attributable to a payment received and recognized as revenue 
in the third quarter of fiscal 1996 relating to a claim for recovery of 
inventory and related costs under the U.S. Navy's SH-60 Program.  For the 
nine-months ended December 31, 1996, the decrease in revenue is also 
attributable 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- and nine-month periods ended 
December 31, 1996 decreased from 23% to (110%) and from 41% to 21%, 
respectively, from the comparable periods a year ago, primarily due to 
unfavorable absorption rates of fixed costs associated with lower revenue 
levels.  The decrease in gross margin percentage for the three months is 
also unfavorably impacted by a reserve for potentially excess G2000 
inventory recorded in the current quarter as cost of revenue.  The Company 
previously anticipated sales of G2000 spare parts to the U.S. Navy under its 
SH-60 Program.

     Research and development ("R&D") expense for the three and nine months 
ended December 31, 1996 decreased 53% and 44%, respectively, from the same 
prior-year periods.  The decreases are primarily attributable to reduced 
staff levels.

     Selling, general and administrative ("SG&A") expense for the quarter 
and nine months ended December 31, 1996 decreased 10% and 5%, respectively, 
from the same periods a year ago.  The decreases are primarily related to 
lower legal costs, partially offset by a one-time expense incurred in the 
current quarter in connection with the reduction of the Company's leased 
facility space.  Resultant cost savings from the facility reduction will 
begin in the fourth quarter of fiscal 1997.

     During the three- and nine-month periods ended December 31, 1996 and 
1995, the Company earned $95,000 and $97,000, and $495,000 and $348,000, 
respectively, of net interest income.  The increase for the nine months 
ended December 31, 1996 from the same prior-year period is primarily 
attributable to interest received from GEMS in the second quarter of fiscal 
1997 on the arbitration award.  (See Note 5.)



                                    -7-
<PAGE>
     Other income for the nine-month period ended December 31, 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 $3.8 million of cash flow for the nine months 
ended December 31, 1996, primarily as a result of the receipt of the 
arbitration award from GEMS in August 1996.  (See Note 5.)

     In December 1996, the Company repurchased 28,000 shares of Series A 
Preferred Stock (representing 201,600 shares of common stock on an 
if-converted basis) from State Farm Mutual Automobile Insurance Company 
("State Farm") for $35,000.  The Company also repurchased 48,400 shares of 
the Company's Common Stock from State Farm for $8,000.

     In August 1996, the Company repurchased 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 $75,000 as of 
December 31, 1996.

     The Company has not borrowed under any bank 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 expire 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 
Electronic Instrumentation and Technology, Inc. ("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.





                                    -8-
<PAGE>
     The Company remains committed to growth through strategic mergers or 
acquisitions.  The Company continues to work with investment banking firms 
and with other sources to identify potential merger or acquisition 
candidates.

     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 ("IMS") and the Film Image Scan System ("FISS"), the 
Company's two products in the medical information systems market.  Although 
the Company's first sale of the IMS product occurred in the quarter ended 
December 31, 1996, the Company has not yet generated any significant revenue 
from the IMS and FISS 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 5. Other Information

     Francis Jungers, a Director of the Company, resigned in November 1996.  
     Robert Compton, Alan Maxwell and Dr. Carl Ravin continue to serve as 
     Directors of the Company.


     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 December 31, 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 thereinto duly authorized.

                                      STAR TECHNOLOGIES, INC.


Dated:  February 14, 1997             /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, 
                 incorporated by reference from the exhibit filing to the 
                 Company's Quarterly Report on Form 10-Q for the Quarter 
                 ended September 30, 1996 (Registration No. 0-13318) filed 
                 with the Commission on November 14, 1996.

      3.5*       By-Laws of the Company, as amended and restated on February 
                 24, 1994, and as further amended on August 22, 1996, 
                 incorporated by reference from the exhibit filing to the 
                 Company's Quarterly Report on Form 10-Q for the Quarter 
                 ended September 30, 1996 (Registration No. 0-13318) filed 
                 with the Commission on November 14, 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).

      10.29      Addendum No. 1 to Lease Agreement dated August 19, 1994 by 
                 and between Richard E. Curtis, Trustee and the Company.

      11         Statement Regarding Computation of Per Share Earnings.

      27         Financial Data Schedule.



*Incorporated by reference.


                                    -11-