SECURITIES AND EXCHANGE COMMISSION

                  Washington, D.C.  20549

                         FORM 10-Q

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
            For the quarter ended June 30, 1997

             Commission File Number: 333-10495

         CHEVY CHASE PREFERRED CAPITAL CORPORATION
  (Exact name of registrant as specified in its charter)

                Maryland                        52-1998335
         (State or other jurisdiction         (I.R.S. Employer
         incorporation or organization      Identification No.)

                  8401 Connecticut Avenue
                Chevy Chase, Maryland 20815
    (Address of principal executive office) (Zip Code)

                      (301) 986-7000
   (Registrant's telephone number, including area code)


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

The number of shares  outstanding of the registrant's sole class of common stock
is 100 shares, $1 par value, as of July 31, 1997.



<PAGE>




                    CHEVY CHASE PREFERRED CAPITAL CORPORATION

                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements:                                       Page
         (a)Statements of Financial Condition at June 30, 1997 and        ----
              December 31, 1996...................................         1
         (b)Statements of Operations for the Three Months and
              Six Months Ended June 30, 1997......................         2
         (c)Statement of Stockholders' Equity for the Six Months
              Ended June 30, 1997.................................         3
         (d)Statement of Cash Flows for the Six Months Ended
              June 30, 1997.......................................         4
         (e)Notes to Financial Statements.........................         5


     Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations..............         7

     Item 3.  Quantitative and Qualitative Analysis about Market 
                 Risk.............................................         11


                           PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings ..................................         11

     Item 2.  Changes in Securities...............................         11

     Item 3.  Defaults Upon Senior Securities.....................         11

     Item 4.  Submission of Matters to a Vote of Security Holders.         11

     Item 5.  Other Information...................................         11

     Item 6.  Exhibits and Reports on Form 8-K ...................         11




                                        i

<PAGE>




                    CHEVY CHASE PREFERRED CAPITAL CORPORATION
                        STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)

                                                       June 30,    December 31,
                                                        1997          1996
ASSETS                                              ------------   ------------ 

Cash and interest-bearing deposits                  $  4,002,259   $    365,175
Residential mortgage loans (net of allowance for       
  losses of $10,659 at June 30, 1997)                297,967,799    294,504,138
Real estate acquired in settlement of loans, net         212,346          -
Accounts receivable from parent                        2,620,622      5,844,149
Accrued interest receivable                            1,714,445      1,604,826
Prepaid expenses                                         486,186          -
                                                    ------------   ------------ 
   Total assets                                     $307,003,657   $302,318,288
                                                    ============   ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable to parent                          $    151,340   $    483,080
Accounts payable - others                                   -             3,334
Dividends payable to parent                            1,800,000        584,749
Dividends payable - others                             3,890,625      1,253,640
                                                    ------------   ------------

   Total liabilities                                   5,841,965      2,324,803
                                                    ------------   ------------

10 3/8% Noncumulative Exchangeable Preferred Stock, 
  Series A, $5 par value 10,000,000 shares 
  authorized, 3,000,000 shares issued and 
  outstanding (liquidation value of $150,000,000
  plus accrued and unpaid dividends)                $ 15,000,000   $ 15,000,000
Common stock, $1 par value
  1,000 shares authorized, 100 shares
  issued and outstanding                                     100            100
Capital contributed in excess of par                 284,999,900    284,993,385
Retained earnings                                      1,161,692        -
                                                    ------------   ------------

   Total stockholders' equity                        301,161,692    299,993,485
                                                    ------------   ------------ 
   Total liabilities and stockholders' equity       $307,003,657   $302,318,288
                                                    ============   ============
   
The Notes to Financial Statements are an integral part of this statement.

                                        1

<PAGE>




                    CHEVY CHASE PREFERRED CAPITAL CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                               Three Months       Six Months
                                                  Ended             Ended
                                               June 30, 1997     June 30, 1997
                                               -------------     -------------
Interest income
  Residential mortgage loans                   $   5,813,882     $  11,465,351
  Other                                               32,184            42,226
                                               -------------     -------------

    Total interest income                          5,846,066        11,507,577
  Provision for loan losses                           19,254            19,254
                                               -------------     -------------
    Total interest income after provision
        for loan losses                            5,826,812        11,488,323

Operating expenses
  Loan servicing fees paid to parent                 277,594           574,899
  Advisory fees paid to parent                        50,000           100,000
  Directors fees                                       6,500            11,500
  General and administrative                          33,735            58,982
                                               -------------    --------------

    Total operating expenses                         367,829           745,381
                                               -------------    --------------
NET INCOME                                     $   5,458,983    $   10,742,942
                                               =============    ==============
PREFERRED STOCK DIVIDENDS                          3,890,625         7,781,250
                                               -------------    --------------
EARNINGS AVAILABLE TO
 COMMON STOCKHOLDER                            $   1,568,358    $    2,961,692
                                               =============    ==============
EARNINGS PER COMMON SHARE                      $   15,683.58    $    29,616.92
                                               =============    ==============










The Notes to Financial Statements are an integral part of this statement.

                                        2

<PAGE>




                    CHEVY CHASE PREFERRED CAPITAL CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Unaudited)
                  For the Six Months Ended June 30, 1997

<TABLE>
<CAPTION>

                                                               Capital
                                                             Contributed                     Total
                                  Preferred       Common       in Excess    Retained      Stockholders'
                                    Stock         Stock         of Par      Earnings         Equity

                                 -----------   ---------   -------------   ----------   --------------
<S>                              <C>           <C>         <C>             <C>          <C>   

Balance, December 31, 1996       $15,000,000   $     100   $ 284,993,385   $         -  $  299,993,485

Net income                                 -           -               -    10,742,942      10,742,942

Capital contribution from
 Common Stockholder                        -           -           6,515             -           6,515

Dividends on 10 3/8%
 Noncumulative Exchangeable
 Preferred Stock, Series A                 -           -               -    (7,781,250)      7,781,250)

Dividends on Common Stock                  -           -               -    (1,800,000)     (1,800,000)
                                 -----------   ---------   -------------   ------------   -------------
Balance, June 30, 1997           $15,000,000   $     100   $ 284,999,900   $  1,161,692   $301,161,692
                                 ===========   =========   =============   ============   =============

</TABLE>













The Notes to Financial Statements are an integral part of this statement.

                                        3

<PAGE>




                    CHEVY CHASE PREFERRED CAPITAL CORPORATION
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

                     For the Six Months Ended June 30, 1997

Cash flows from operating activities:
Net income                                                  $  10,742,942
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Provision for loan losses                                       19,254
   Decrease in accounts receivable from parent                  3,223,527
   Increase in accrued interest receivable                       (109,619)
   Increase in other assets                                      (486,186)
   Decrease in accounts payable to parent                        (331,740)
   Decrease in accounts payable - others                           (3,334)
                                                            --------------      
   Net cash provided by operating activities                   13,054,844
                                                            --------------      
Cash flows from investing activities:
 Purchases of residential mortgage loans                      (35,903,553)
 Repayments of residential mortgage loan                       32,208,292
                                                            --------------
   Net cash used in investing activities                       (3,695,261)
                                                            --------------

Cash flows from financing activities:
 Capital contribution from common stockholder                       6,515
 Dividends paid on preferred stock                             (5,144,265)
 Dividends paid on common stock                                  (584,749)
                                                            -------------- 
   Net cash provided by financing activities                   (5,722,499)
                                                            --------------
Net increase in cash and cash equivalents                       3,637,084

Cash and cash equivalents at beginning of period                  365,175
                                                            --------------
Cash and cash equivalents at June 30, 1997                  $   4,002,259
                                                            ==============      
Supplemental disclosures of non-cash activities:
 Loans receivable transferred to real estate acquired in
   settlement of loans                                      $     220,941
                                                            ==============



The Notes to Financial Statements are an integral part of this statement.

                                        4

<PAGE>




                    CHEVY CHASE PREFERRED CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:

Chevy  Chase  Preferred  Capital  Corporation  (the  "Company")  is  a  Maryland
corporation  which was  incorporated  on August  20,  1996 and  created  for the
purpose of acquiring and holding real estate mortgage  assets.  The Company is a
wholly-owned  subsidiary of Chevy Chase Bank, F.S.B.  (the "Bank"),  a federally
insured stock savings bank.

On November 5, 1996, the Company was initially  capitalized with the issuance to
the Bank of 100 shares of the Company's common stock (the "Common Stock"), $1.00
par value.  On  December 3, 1996,  the Company  commenced  its  operations  upon
consummation of an initial public offering of 3,000,000  shares of the Company's
10 3/8%  Noncumulative  Exchangeable  Preferred  Stock,  Series A (the "Series A
Preferred Shares"),  $5.00 par value. These offerings,  together with a separate
capital contribution made by the Bank on December 3, 1996, raised net capital of
$300 million. All Common Stock is held by the Bank.

The Company used the  proceeds  raised from the initial  public  offering of the
Series  A  Preferred  Shares,  the  sale of  Common  Stock  to the  Bank and the
additional  capital  contribution to the Company by the Bank to pay the expenses
related to the  offering and the  formation of the Company and to purchase  from
the Bank the Company's initial portfolio of residential  mortgage loans at their
estimated fair value of approximately $300 million.  Such loans were recorded in
the accompanying  statement of financial condition at the Bank's historical cost
basis which approximated their estimated fair values.


NOTE 2 - RESIDENTIAL MORTGAGE LOANS:

Residential  mortgage  loans  consist  of  one-year  adjustable  rate  mortgages
("ARMs"),  three-year  ARMs and  five-year  and ten-year  fixed-rate  loans with
automatic  adjustment to one-year ARMs. Each of the mortgage loans is secured by
a mortgage,  deed of trust or other  security  instrument  which created a first
lien on the residential dwellings located in their respective jurisdictions. The
following  shows the  residential  mortgage  loan  portfolio by type at June 30,
1997:

   One-year ARMs                          $ 12,222,164
   Three-year ARMs                          97,304,109
   5/1 ARMs                                181,204,176
   10/1 ARMs                                 7,248,009
                                          ------------
                                           297,978,458
   Less:
     Allowance for loan losses                  10,659
                                          ------------
     Total                                $297,967,799
                                          ============


                                        5

<PAGE>




                    CHEVY CHASE PREFERRED CAPITAL CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)

NOTE 3 - PREFERRED STOCK

On December 3, 1996, the Company sold $150 million of Series A Preferred Shares,
$5.00 par value per share and received net cash proceeds of $144  million.  Cash
dividends on the Series A Preferred  Shares are payable  quarterly in arrears at
an annual rate of 10 3/8%. The liquidation value of each Series A Preferred
Share is $50 plus accrued and unpaid dividends. The Series A Preferred Shares
are not redeemable until January 15, 2007, and are redeemable thereafter at
the option of the Company. Except under certain circumstances, the holders of
the Series A Preferred  Shares  have no voting  rights.  The  Series A
Preferred Shares are automatically  exchangeable for a new series of
preferred stock of the Bank upon the occurrence of certain events.


NOTE 4 - DIVIDENDS:

During the three months ended June 30, 1997,  the  Company's  Board of Directors
declared   $3,890,625  and  $1,800,000  of  preferred  stock  and  common  stock
dividends,  respectively,  out of the retained  earnings of the  Company.  These
dividends were paid in July 1997.




                                        6

<PAGE>




                                     PART I

      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

FINANCIAL CONDITION


Organization

Chevy Chase  Preferred  Capital  Corporation  (the  "Company") is a newly formed
Maryland  corporation  incorporated  on August 20,  1996,  and  created  for the
purpose  of  acquiring  and  holding  real  estate  mortgage  assets  ("Mortgage
Assets").  The Company  has  elected to be treated as a real  estate  investment
trust (a "REIT")  under the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"),  and generally  will not be subject to Federal income tax to the extent
that  it  distributes  its  earnings  to  its  stockholders  and  maintains  its
qualification  as a REIT. All of the shares of the Company's  common stock,  par
value  $1.00 per share (the  "Common  Stock"),  are owned by Chevy  Chase  Bank,
F.S.B.,  a federally  chartered  and  federally  insured stock savings bank (the
"Bank").  The  Company  was  formed  by the  Bank to  provide  the  Bank  with a
cost-effective means of raising capital.

On November 5, 1996,  the Company was initially  capitalized  by the issuance to
the Bank of 100  shares of Common  Stock.  On  December  3,  1996,  the  Company
commenced its operations  upon the closing of the initial  public  offering (the
"Offering")  of  3,000,000   shares  of  the  Company's   10 3/8%  Noncumulative
Exchangeable Preferred Stock, Series A, par value $5.00 per share (the "Series A
Preferred Shares").  The net proceeds to the Company from the sale of the Series
A Preferred  Shares were $144.0 million.  Simultaneous  with the consummation of
the Offering, the Bank made capital contributions to the Company with respect to
its  Common  Stock in the  amount of $150.0  million,  plus an  additional  $6.0
million representing the underwriting discount and the expenses of the Offering.

The  Company  used the  aggregate  net  proceeds of $300.0  million  received in
connection with both the Offering and the capital  contributions  by the Bank to
purchase  from the Bank the  Company's  initial  portfolio  of Mortgage  Assets,
comprised entirely of residential  mortgage loans, at their estimated fair value
of  approximately  $300.0 million.  Such loans were recorded in the accompanying
financial  statements at the Bank's  historical cost basis,  which  approximated
their estimated fair values.

Residential Mortgage Loans

At June 30, 1997, the Company had  $297,967,799  invested in whole loans secured
by first mortgages or deeds of trust on  single-family  residential  real estate
properties  ("Residential  Mortgage  Loans").  The $3,463,661  increase over the
balance at December 31, 1996, resulted from Residential  Mortgage Loan purchases
of $35,903,552,  which were offset by principal  collections of $32,208,292.  In
addition,  the Company  transferred  one  mortgage  loan with a book  balance of
$220,941 to real estate acquired in settlement of loans.  Management  intends to
continue to reinvest  proceeds  received from  repayments of loans in additional
Residential  Mortgage  Loans  to be  purchased  from  either  the  Bank  or  its
affiliates.


                                        7

<PAGE>




At June 30, 1997, the Company had one non-accrual loan (loans contractually past
due 90 days or more or with respect to which other  factors  indicate  that full
payment of  principal  and  interest is  unlikely)  with a principal  balance of
$213,173.

At June 30, 1997, the Company had two delinquent  loans (loans  delinquent 30-89
days) with an aggregate principal balance of $224,358 (or .08% of loans).

Allowance for Loan Losses

Management  reviews the loan  portfolio to establish an allowance  for estimated
losses if deemed necessary.  An analysis of whether an allowance for loan losses
is  required is  performed  periodically,  and an  allowance  is provided  after
considering   such  factors  as  the  economy  in  lending  areas,   delinquency
statistics, past loss experience and estimated future loan losses. The allowance
for loan losses is based on estimates, and ultimate losses may vary from current
estimates. As adjustments to the allowance become necessary, provisions for loan
losses are  reported in  operations  in the periods  they are  determined  to be
necessary.  The activity in the  allowance  for loan losses for the three months
and six months ended June 30, 1997 is as follows:

                                                   Three Months
                                                  and Six Months
                                                Ended June 30, 1997
                                                -------------------   
Balance at beginning of period                  $                 -
Provision for loan losses                                    19,254
Charge-offs                                                  (8,595)
                                                --------------------
Balance at end of period                        $            10,659
                                                ====================
  
Interest Rate Risk

The Company's  income  consists  primarily of interest  payments on  Residential
Mortgage  Loans.  If there is a decline in  interest  rates (as  measured by the
indices  upon which the interest  rates of the  Residential  Mortgage  Loans are
based),  then the Company will  experience a decrease in income  available to be
distributed  to its  stockholders.  In such an interest  rate  environment,  the
Company may experience an increase in prepayments  on its  Residential  Mortgage
Loans and may find it difficult to purchase  additional  loans bearing  interest
rates  sufficient  to support  payment of  dividends  on the Series A  Preferred
Shares.  In addition,  certain  Residential  Mortgage  Loan  products  which the
Company holds allow  borrowers to convert an adjustable rate mortgage to a fixed
rate  mortgage,  thus "locking in" a fixed interest rate at a time when interest
rates have declined.

Based on the outstanding balance of the Company's  Residential Mortgage Loans at
June 30, 1997 and the interest rate on such loans,  anticipated  annual interest
income on the Company's loan portfolio was approximately 144.3% of the projected
annual dividend on the Series A Preferred Shares. There can be no assurance that
an interest rate environment in which there is a significant decline in interest
rates would not adversely  affect the Company's  ability to pay dividends on the
Series A Preferred Shares.

                                        8

<PAGE>




Significant Concentration of Credit Risk

Concentration of credit risk arises when a number of customers engage in similar
business  activities,  or activities in the same  geographical  region,  or have
similar  economic  features that would cause their  ability to meet  contractual
obligations  to  be  similarly  affected  by  changes  in  economic  conditions.
Concentration of credit risk indicates the relative sensitivity of the Company's
performance  to both positive and negative  developments  affecting a particular
industry.

The Company's exposure to geographic  concentrations directly affects the credit
risk of the Residential  Mortgage Loans within the portfolio.  Substantially all
of the Company's  Residential  Mortgage  Loans are loans secured by  residential
real  estate  properties  located in the  Washington,  D.C.  metropolitan  area.
Consequently, these loans may be subject to a greater risk of default than other
comparable  residential  mortgage  loans  in  the  event  of  adverse  economic,
political or business  developments  and natural  hazards in the region that may
affect the ability of residential property owners in the region to make payments
of principal and interest on the underlying mortgages.

Liquidity and Capital Resources

The  objective  of  liquidity  management  is  to  ensure  the  availability  of
sufficient  cash flows to meet all of the Company's  financial  commitments.  In
managing  liquidity,  the Company takes into account  various legal  limitations
placed on a REIT as discussed below in "Tax Status of the Company."

The  Company's  principal  liquidity  need  will be to fund the  acquisition  of
additional  Mortgage  Assets as Mortgage  Assets held by the Company are repaid.
The acquisition of such  additional  Mortgage Assets held by the Company will be
funded with the proceeds of  principal  repayments  on its current  portfolio of
Mortgage  Assets.  The Company does not  anticipate  that it will have any other
material capital expenditures. The Company believes that cash generated from the
payment of principal and interest on its Mortgage  Asset  portfolio will provide
sufficient  funds  to meet  its  operating  requirements,  to pay  dividends  in
accordance with the requirements to be treated as a REIT for income tax purposes
for the foreseeable future. The Company may borrow as it deems necessary.

Tax Status of the Company

The Company has elected to be taxed as a REIT under  Sections 856 through 860 of
the Code beginning with its taxable year ended December 31, 1996. As a REIT, the
Company  generally  will not be subject to Federal  income tax on its net income
(excluding capital gains) provided that it distributes 100 percent of its annual
REIT taxable income to its stockholders, and meets certain organizational, stock
ownership and operational requirements. If in any taxable year the Company fails
to  qualify  as a REIT,  the  Company  would  not be  allowed  a  deduction  for
distributions  to  stockholders  in  computing  its taxable  income and would be
subject to Federal and state income tax (including  any  applicable  alternative
minimum tax) on its taxable income at regular corporate rates. In addition,  the
Company would also be disqualified from treatment as a REIT for the four taxable
years following the year during which qualification was lost.



                                        9

<PAGE>




RESULTS OF OPERATIONS

During the three months ended June 30, 1997 (the  "three-month  period") and six
months ended June 30, 1997 (the "six-month  period"),  the Company  reported net
income of $5,458,983 and $10,742,942, respectively.

Interest income on Residential Mortgage Loans totaled $5,813,882 and $11,465,351
for the three-month and six-month  periods,  respectively,  which  represents an
average  yield on such  loans of 7.87%  and  7.76%,  respectively.  The  average
balance of the Residential  Mortgage Loan portfolio for the  three-month  period
was  $295,577,912  and for the six-month  period was  $295,310,825.  The Company
would have recorded an additional  $2,081 and $6,983 in interest  income for the
three-month and six-month  periods,  respectively,  had its one non-accrual loan
been current in accordance with its original terms.

Other  interest  income of $32,184 and $42,226 was  recognized  on the Company's
interest  bearing  deposits  during  the  three-month  and  six-month   periods,
respectively.

Operating  expenses  totaling  $367,829  and $745,381  for the  three-month  and
six-month periods,  respectively,  were comprised of loan servicing fees paid to
parent,   advisory  fees  paid  to  parent,   directors  fees  and  general  and
administrative  expenses.  Loan  servicing  fees paid to parent of $277,594  and
$574,899, for the three-month and six-month periods, respectively, were based on
a  servicing  fee  rate of  0.375%  of the  outstanding  principal  balances  of
Residential  Mortgage  Loans,  pursuant to the Servicing  Agreement  between the
Company  and the Bank.  Advisory  fees paid to parent  for the  three-month  and
six-month  periods  totaled $50,000 and $100,000,  respectively.  Directors fees
totaled $6,500 and $11,500,  respectively, and represent compensation to the two
independent  members  of the  Board of  Directors.  General  and  administrative
expenses consist primarily of the amortization of organizational costs.

On June 17, 1997,  the Company  declared,  out of the  retained  earnings of the
Company,  a cash  dividend of $1.296875 per share on the  outstanding  shares of
Series A Preferred Stock.  Dividends of $3,890,625 were subsequently paid on 
July 15, 1997.

The Company also declared,  out of the retained earnings of the Company,  a cash
dividend of $18,000.00 per share of common stock.  The  $1,800,000  dividend was
paid on July 15, 1997.

                                       10

<PAGE>




Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not the subject of any material litigation.  None of the Company,
the Bank or any  affiliate  of the Bank is  currently  involved  in nor,  to the
Company's  knowledge,  is currently threatened with any material litigation with
respect to the Residential Mortgage Loans included in the portfolio,  other than
routine litigation arising in the ordinary course of business,  most of which is
covered by liability insurance.


Item 2.  Changes in Securities

None.


Item 3.  Defaults Upon Senior Securities

None.


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

None.


Item 5.  Other Information

None.


Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits required by Item 601 of Regulation S-K are set forth below.

Exhibit
  No.   Exhibit
  11    Computation of Earnings Per Common Share included in Part I, Item 1 of 
        this report
  27    Financial Data Schedule

(b) No reports on Form 8-K were issued  during the three  months  ended June 30,
    1997.

                                       11

<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.


                    CHEVY CHASE PREFERRED CAPITAL CORPORATION
                                  (Registrant)




August 14, 1997               By:/s/ Stephen R. Halpin, Jr.
                                 --------------------------   
                                 Stephen R. Halpin, Jr.
                                 Director,
                                 Executive Vice President, Treasurer and
                                 Chief Financial Officer
                                 (Principal Financial Officer)



August 14, 1997               By:/s/ Joel A. Friedman
                                 --------------------
                                 Joel A. Friedman
                                 Senior Vice President and
                                 Controller
                                 (Principal Accounting Officer)