UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended June 30, 1998

                              OR

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

    For the transition period from ______ to __________


                        Commission File Number: 0-8125


                         ----------------------------


                           DETECTION SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)


State of New York                               16-0958589
(State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)               Identification No.)

                130 Perinton Parkway, Fairport, New York 14450
             (Address of principal executive offices) (Zip Code)

                                (716) 223-4060
             (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
the filing requirements for the past 90 days.    Yes __X__    No _____

As of August 14, 1998 there were outstanding 6,321,872 shares of the
registrant's common stock, par value $.05 per share.


                            PART I FINANCIAL INFORMATION
                      DETECTION SYSTEMS, INC. AND SUBSIDIARIES
                             Consolidated Balance Sheet
                       (in thousands, except per share data)

Assets                                          June 30, 1998  March 31, 1998
Current assets:                                   (Unaudited)
Cash and cash equivalents                              $1,846          $3,160
Accounts receivable, less allowance for
  doubtful accounts ($1,120 and $1,033,
  respectively)                                        23,663          23,505
Inventories                                            40,467          38,154
Other current assets                                    3,449           3,701
                                                       ------          ------
                                                       69,425          68,520
                                                       ------          ------
Fixed assets, net                                      12,077          12,142
Goodwill and other intangibles                         10,024           8,907
Other assets                                            4,665           4,475
                                                       ------          ------
                                                      $96,191         $94,044
                                                       ======          ======
Liabilities
Current liabilities:
   Short term borrowings                              $ 6,097         $ 4,002
   Current portion of long term debt                      366             405
   Accounts payable                                    11,069          12,368
   Accrued payroll and benefits                         1,760           1,636
   Other current liabilities                            6,105           5,165
                                                       ------          ------
                                                       25,397          23,576

Other liabilities                                       2,601           2,655
Long term debt                                         15,947          16,549

Shareholders' equity:
  Common stock, par value $.05 per share;
   Authorized - 12,000 shares; Issued -
   6,550 shares and 6,518 shares,
   respectively                                           328             326
Capital in excess of par value                         45,080          44,805
Retained earnings                                      10,808           9,976
                                                       ------          ------
                                                       56,216          55,107
Less - Treasury stock, at cost                         (3,785)         (3,785)
  Notes receivable for stock purchases                    (26)            (14)
  Cumulative translation adjustment                      (159)            (44)
                                                       ------          ------
                                                       52,246          51,264
                                                       ------          ------
                                                      $96,191         $94,044
                                                       ======          ======
               (See accompanying notes to financial statements)


                   DETECTION SYSTEMS, INC. AND SUBSIDIARIES
    Consolidated Statement of Operations and Retained Earnings (Unaudited)
                    (in thousands, except per share data)

                                               June 30, 1998      June 30, 1997
For the Three Months Ended:                    (Current Year)   (Preceding Year)
                                              --------------    ---------------
Net sales                                            $33,808            $28,208

Costs and expenses:
 Production                                           21,286             17,556
 Research and development                              2,134              2,085
 Marketing, administrative and general                 8,628              6,387
                                                      ------             ------
Total costs and expenses                              32,048             26,028

Operating income                                       1,760              2,180
Other income (expense)
 Interest income                                          54                  4
 Interest expense                                       (409)              (637)
 Other income (expense)                                  (42)               215
                                                      ------             ------
Income before income taxes                             1,363              1,762
Provision for income taxes                               531                629
                                                      ------             ------
Net income                                               832              1,133
                                                      ======             ======

Retained earnings at beginning of period               9,976              8,594
Amortization of redeemable common stock                                      12
                                                      ------             ------
Retained earnings at end of period                   $10,808             $9,739
                                                      ======             ======
Earnings per share
 Basic                                                 $0.13              $0.25
                                                        ====               ====
 Diluted                                               $0.12              $0.22
                                                        ====               ====
               (See accompanying notes to financial statements)


                   DETECTION SYSTEMS, INC. AND SUBSIDIARIES
               Consolidated Statement of Cash Flows (Unaudited)
                          (in thousands of dollars)

For the Three Months Ended June 30,                     1998            1997
Cash flows from operating activities:                   ----            ----
Net income                                            $  833          $1,133
                                                       -----           -----
Adjustments to reconcile net income to net
  cash provided by operating activities:
  Depreciation and amortization                          924             968
  Deferred compensation                                                  457
  Stock based compensation                                                87
  Gain on sale of assets                                                (205)

Changes in assets and liabilities:
  Accounts receivable                                   (158)           (938)
  Inventories                                         (2,313)            989
  Accounts payable                                    (1,299)            243
  Accrued payroll and benefits                           124            (109)
  Other assets & liabilities                             533          (1,754)
                                                      ------          ------
  Total adjustments                                   (2,189)           (262)
                                                      ------          ------
   Net cash provided by operating
    activities                                        (1,356)            871

Cash flows from investing activities:
   Capital expenditures                                 (955)         (1,374)
  Proceeds from sale of assets                           124             312
   Acquisition of businesses                            (473)         (3,601)
                                                      ------          ------
   Net cash used in investing activities              (1,304)         (4,663)
 
Cash flows from financing activities:
   Proceeds from borrowings                            2,095           4,441
   Principal payments on debt and
    capital lease obligations                           (641)            (78)
   Common stock transactions, net                          7             106
                                                       -----          ------
   Net cash provided by financing
    activities                                         1,461           4,469

Effect of exchange rates                                (115)            (14)
                                                       -----           -----
Net increase in cash and cash
   equivalents                                        (1,314)            663

Cash and cash equivalents at beginning  
  of period                                            3,160           2,244
                                                       -----           -----
Cash and cash equivalents at end of
  period                                              $1,846          $2,907
                                                       =====           =====
Cash paid during the year for:
   Interest                                           $  419          $  412
                                                         ===             ===
   Income taxes                                       $  313          $  742
                                                         ===             ===
               (See accompanying notes to financial statements)


                   DETECTION SYSTEMS, INC. AND SUBSIDIARIES
                        NOTES TO FINANCIAL STATEMENTS
                    THREE-MONTH PERIOD ENDED JUNE 30, 1998
                    (in thousands, except per share data)
                                 (Unaudited)

NOTE 1. GENERAL

The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with the rules and regulations of the Securities
and Exchange Commission (SEC).  The interim consolidated financial statements
include the consolidated accounts of Detection Systems, Inc. and its
majority-owned subsidiaries (collectively, "the Company") with all
significant intercompany transactions eliminated.  In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair statement of the financial position, results of
operations and cash flows for the interim periods presented have been made.
Certain footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles (GAAP)
have been condensed or omitted pursuant to such SEC rules and regulations.
These financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K for the year ended March 31, 1998.

Cash flow statement - During the first quarter of fiscal 1999, the Company
issued 28 shares of common stock in connection with the acquisition of
EFSEC.  During the first quarter of fiscal 1998, the Company issued 222 and
34 shares of common stock in connection with the acquisitions of DA Systems
and Seriee S.A., respectively (see Note 3).

NOTE 2.  INVENTORIES

Major classifications of inventory follow:

                                  June 30, 1998     March 31, 1998
                                  -------------     --------------
Component Parts                         $21,858            $22,061
Work In Process                           3,481              1,488
Finished Products                        15,128             14,605
                                         ------             ------
                                        $40,467            $38,154
                                         ======             ======

NOTE 3.  ACQUISITIONS

Fiscal 1999 Acquisitions - In June 1998, the Company acquired all of the
outstanding shares of EFSEC AB("EFSEC")for approximately $1,250, comprised of
cash and 28 shares of its common stock. EFSEC is a Swedish distributor of
electronic security equipment with annual net sales of approximately $3,000
prior to its acquisition.

In June 1998, the Company acquired all of the outstanding stock of Alarm
Center Kft ("Alarm Center") for $125 in cash.  Alarm Center is a Hungarian
distributor of electronic security equipment with annual net sales of
approximately $500 prior to its acquisition.

Fiscal 1998 Acquisitions - In May 1997, the Company acquired all of the
outstanding stock of Digital Audio Ltd. ("DA Systems"), in exchange for 222
shares of its common stock.  The shares were callable at the Company's option
at $17 per share plus interest at 8.25% until June 30, 1998, and could be put
to the Company at that price after that date.  The Company exercised its call
option to repurchase these shares in connection with the issuance of common
stock in September 1997.  The cost of this acquisition was approximately
$4,000.  DA Systems is a British manufacturer of security control equipment
with annual net sales of approximately $10,800 prior to its acquisition.

In June 1997, the Company acquired 99.5% of the outstanding stock of Seriee
S.A. ("Seriee") of France, in exchange for 34 shares of its common stock,
valued at approximately $600.  Seriee is a manufacturer of electronic control
and communication equipment and had annual net sales of approximately $6,300,
prior to its acquisition.

In June 1997, the Company acquired 98.7% of the outstanding stock of
Radio-Active Systems N.V.("RAS") of Belgium for approximately $3,600 in
cash.  RAS has the largest security equipment distribution network in Belgium
with annual net sales of approximately $9,900, prior to its acquisition.

In November 1997, the Company acquired all of the outstanding stock of
Security Supplies NZ Ltd. ("Security Supplies") of New Zealand for
approximately $50 in cash.  Security Supplies provided the Company with
immediate access to an established market base in New Zealand.  Security
Supplies had annual sales of approximately $800 prior to its acquisition.

In January 1998, the Company acquired all of the outstanding stock of
Electronics Design & Manufacturing Pty Limited ("EDM") of Australia in
exchange for 187 shares of its common stock and $2,800 in cash.  EDM is a
major Australian manufacturer of security control equipment with annual net
sales of approximately $4,600, prior to its acquisition.

These transactions have been accounted for as purchases and, accordingly, the
results of DA Systems, Seriee, RAS, Security Supplies, EDM, EFSEC and Alarm
Center are included in the consolidated financial statements as of the date
of acquisition.  The financial statements reflect the final allocation of
purchase price for each business, except for EDM, EFSEC and Alarm Center, for
which the purchase price allocation has not been finalized.  Unallocated
excess of purchase price over net assets acquired as of June 30, 1998 is
$3,200 and is included with goodwill.

NOTE 4 - EARNINGS PER SHARE

There are no significant reconciling items between net income as presented in
the consolidated statement of operations and net income available to common
stockholders used in the calculation of earnings per share.  Reconciling
items between the number of shares used in the calculation of basic and
diluted earnings per share relate to deferred compensation plans, options and
warrants, as follows:

                                                 Quarter ended June 30,
                                                    1998         1997
                                                    ----         ----
Weighted average number of shares outstanding      6,291        4,613
Shares associated with deferred compensation,
  option and warrant plans                           542          588

NOTE 5 - RESTRUCTURING

The Company recorded a restructuring charge of approximately $400 during the
first quarter of fiscal 1999 for severance costs related to the termination
of employees at the Fairport, New York and Southall, England facilities.  The
charge has been included in the results from continuing operations and had a
material impact on operating results in the first quarter of 1999.  These
manufacturing employees will be terminated during fiscal 1999, thus the
accrual has been included in other current liabilities at June 30, 1998.

                   DETECTION SYSTEMS, INC. AND SUBSIDIARIES
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Overview

     The Company is a leading supplier of equipment to the electronic protection
industry. The Company designs, manufactures and markets electronic detection,
control and communication equipment for security, fire protection, access
control and CCTV applications, offering products primarily for the commercial
and mid- to high-end residential portions of the market. From its founding in
1968 until 1995, the Company was primarily a niche provider of intrusion
detection devices for the domestic market. In 1995, the Company adopted a
strategy designed to substantially expand its product offerings, establish an
international sales presence, increase its manufacturing capacity and improve
its manufacturing cost structure. The Company has since made nine acquisitions
and established a manufacturing facility in China. Significant acquisitions are
described in Note 3. The impact on the Company from the implementation of these
strategies is demonstrated by an increase in the Company's net sales of 19.9% to
$33.8 million in the three months ended June 30, 1998 from $28.2 million in the
comparable period in 1997. These acquisitions had a significant impact on the
comparative information for the three month periods ending June 30, 1998 and
1997 with respect to results of operations.

    The Company recognizes net sales upon shipment of products to customers.
Production expenses include materials, direct labor and manufacturing
overhead as well as an allocated portion of indirect overhead.  Outgoing
freight, customs and other costs associated with delivery of products to
customers are classified under marketing, administrative and general
expenses.  Research and development expenses include costs associated with
salaries and benefits for certain engineering employees, supplies, agency
approvals, depreciation and occupancy, as well as charges for independent
testing and independent contractors engaged for specific projects.
Marketing, administrative and general expenses include costs related to the
Company's sales efforts and corporate and general administrative functions,
including costs of executive, administrative and sales personnel,
marketing/selling supplies, advertising, depreciation and professional fees.

Results of Operations

    The following table sets forth, for the periods indicated, the
percentages which certain items of income and expense bear to net sales:
 
                                     Fiscal Year Ended      Three Months Ended
                                         March 31,               June 30,
                                     1998         1997        1998      1997

Net sales                           100.0%       100.0%      100.0%    100.0%
Costs and expenses:
 Production                          66.4         64.2        63.0      62.2
 Research and development             6.8          8.0         6.3       7.4
 Marketing, administrative
  and general                        23.2         21.2        25.5      22.6
                                     ----         ----        ----      ----
Operating income                      3.6          6.6         5.2       7.8
Other income (expense)
 Interest income                      0.2          0.1         0.1       0.0
 Interest expense                    (1.8)        (1.7)       (1.2)     (2.3)
 Other income (expense)              (0.2)         0.2        (0.1)      0.7
                                     ----         ----        ----      ----
Income before income taxes            1.8          5.2         4.0       6.2
Provision for income taxes            0.7          1.5         1.5       2.2
                                     ----         ----        ----      ----
 Net income (loss)                    1.1%         3.7%        2.5%      4.0%
                                      ===         ====        ====      ====
 
Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997

    The Company's net sales increased 19.9% to $33.8 million in the first
quarter of fiscal 1999 from $28.2 million in the comparable quarter last
year.  The net sales of acquired businesses accounted for $5.4 million of
this increase. The remaining $0.2 million increase represents sales growth
from existing operations. The rate of sales growth in the first quarter of
fiscal 1999 was adversely impacted by lower sales to one of the Company's
major customers and the acquisition of two of the Company's customers by
other businesses.

    Production expenses increased 21.2% to $21.3 million in the first quarter
of fiscal 1999 from $17.6 million in the comparable quarter last year.  As a
percentage of net sales, production expenses remained relatively consistent
at 63.0% in the current quarter compared to 62.2% in the comparable quarter
last year.  The increase in production expenses was primarily due to a
corresponding increase in the Company's net sales.

    Research and development expenses remained consistent at $2.1 million in
the first quarter of fiscal 1999 and 1998 periods.  As a percentage of net
sales, research and development expenses decreased to 6.4% in the current
quarter from 7.4% in the comparable quarter last year.  The decrease in
research and development expenses as a percentage of net sales was primarily
due the acquisition of redistributor businesses during fiscal 1998 which have
sales but do not incur research and development expenditures.

    Marketing, administrative and general expenses increased 35.1% to $8.6
million in the first quarter of fiscal 1999 from $6.4 million in the
comparable quarter last year.  As a percentage of net sales, marketing,
administrative and general expenses increased to 25.8% in the current quarter
from 22.6% in the comparable quarter last year.  The increase in marketing,
administrative and general expenses was primarily due to the acquisition of
businesses in fiscal 1998.  In addition, a charge of approximately $0.4
million was recorded in the first quarter of fiscal 1999 relating to the
restructuring of the Company's Fairport, New York and Southall, England
manufacturing facilities.  This restructuring relates to severance associated
with the transfer of manufacturing from those facilities to the Company's
China facility.  It is expected that these actions will be substantially
completed by the end of fiscal 1999.  The Company expects to save
approximately $2.0 million annually in salaries and benefits as a result of
this action.

    Interest expense decreased to $0.4 million in the first quarter of fiscal
1999 from $0.6 million in the comparable quarter last year.  This decrease
was primarily due to lower borrowings outstanding.

    The Company's effective income tax rate for the first quarter of fiscal
1999 was 39.0% compared to 35.7% for the comparable quarter last year.  The
higher effective rate is associated with the source of the Company's income
among domestic and international entities as well as the impact of
non-deductible goodwill.

Liquidity and Capital Resources

    The Company considers liquidity to be its ability to meet its long- and
short-term cash requirements.  Prior to 1996, those requirements were
primarily met by cash generated by the Company's operating activities and
cash reserves.  Since the 1995 implementation of the Company's strategy
designed to enhance its product offerings, manufacturing capacity and
international operations, particularly its acquisitions and the development
of the China facility, the Company has required external sources of financing
to satisfy its liquidity needs.

    Three Months Ended June 30, 1998.  During the three months ended June 30,
1998, the Company's operating activities used $1.4 million of operating cash
flow.  Net income, depreciation and amortization provided $1.8 million, an
increase in inventories used, $2.3 million and a decrease in accounts payable
used $1.3 million. Other account changes provided $0.4 million of operating
cash flow.

    During the three months ended June 30, 1998, cash used for investing
activities was $1.3 million and was utilized for the acquisition of EFSEC and
Alarm Center and for capital expenditures.

    During the three months ended June 30, 1998, cash provided by financing
activities was $1.5 million, primarily representing proceeds from borrowings
to finance operations and capital expenditures.

    Capital Resources.  On June 30, 1998, the Company had cash balances of
$1.8 million.  On that date, the Company had a $17.0 million revolving credit
facility under which it had borrowed $4.8 million.  This credit facility
bears interest based on the prime rate or the London Interbank Offered Rate,
plus applicable points based on the Company's degree of financial leverage.
The agreement matured on July 31, 1998.  However, the line was extended
through August 31, 1998.  The Company is in process of finalizing an
extension of the facility through July 2000, and expects this to be completed
by August 31, 1998.

    The Company expects to continue to pursue acquisitions and the
development of new products and markets.  On-going capital expenditures will
include continued investment in facilities and equipment necessary to produce
and market its security, fire detection, access control and CCTV products.
The Company also plans to continue its efforts to market its products
internationally.

    The Company believes that the combination of its current cash balances,
cash flows from operations and existing credit facilities will be sufficient
to fund its planned operations during fiscal 1999.  However, there can be no
assurance that existing cash flow will be sufficient to fund the Company's
on-going operations.

    Year 2000 Issues. The Company has assessed the impact of the year 2000 on
its products and information systems and is currently in the process of
assessing the impact of the year 2000 on its vendors.  The Company believes
its products are year 2000 compatible.  The Company's domestic business
information systems will require upgrades and enhancements to be made year
2000 compliant.  These upgrades are currently being performed and are
expected to be completed prior to the year 2000.

Most of the Company's non-US subsidiaries' information systems will require
various degrees of upgrade or replacement to be capable of handling year 2000
issues (excluding the Hong Kong subsidiary, which utilizes the Company's
domestic information system).  The Company is in the process of finalizing
implementation plans for each of its non-US subsidiaries.  The Company
expects to be capable of handling the year 2000 at all locations without
significant interruption to business activity.

The estimated remaining costs of year 2000 projects approximate $0.7
million.  Management's estimate of the costs and completion dates are
dependent on various factors including availability of skilled resources and
the ability to locate and modify all relevant software code.  For additional
information regarding the risks associated with the Company's compliance with
Year 2000, see "Risk Factors-Year 2000" in Item 1 of the Company's Form 10-K
for the year ended March 31, 1998.

    Dividend Policy.  The Company is dedicated to promoting shareholder value
through long term profitability and growth and believes that continued
investments in future product development are essential to this goal.  For
this reason, it has been the Company's policy to not pay cash dividends.

Forward-Looking Statements

    This quarterly report contains certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as amended which
represent the Company's expectations or beliefs, including, but not limited
to, statements concerning industry performance, the Company's operations,
performance, financial condition, growth and acquisition strategies, margins
and growth in sales of the Company's products.  For this purpose, any
statements contained in this quarterly report that are not statements of
historical fact may be deemed to be forward-looking statements.  Without
limiting the generality of the foregoing, words such as "may," "will,"
"expect," "believe," "plan," "anticipate," "intend," "could," "estimate,"
"continue," "goal" or "strategy" or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking
statements.  These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond the Company's control, and actual
results may differ materially depending on a variety of important factors,
including those described previously in the "Risk Factors" section of the
Company's 1998 Form 10-K for the year ended March 31, 1998.


                          PART II OTHER INFORMATION

Item 6.  Exhibits and Reports for Form 8-K.

         A. Exhibits

            See Exhibit Index

         B. Reports on Form 8-K

            No reports on Form 8-K were filed during the quarter.


                                     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.

                                          DETECTION SYSTEMS, INC.
                                          Registrant

DATE:  August 14, 1998                    By: /s/ Karl H. Kostusiak
                                          Karl H. Kostusiak, President


                                          By: /s/ Frank J. Ryan
                                          Frank J. Ryan, Vice President,
                                          Secretary and Treasurer
                                          (Principal Financial Officer)


                                          By: /s/ Christopher P. Gerace
                                          Christopher P. Gerace
                                          Chief Accounting Officer
                                          (Principal Accounting Officer)


                                EXHIBIT INDEX
Item
No.                Exhibits                          Location
----               --------                          --------
3(a)     Detection Systems, Inc.        Incorporated by reference to
         Certificate of Incorporation   Exhibit 3(a) of the Company's
         as amended                     1997 Annual Report on Form 10-K

3(b)     Detection Systems, Inc.        Incorporated by reference to
         By-Laws as amended             Exhibit 3(b) of the Company's
                                        1997 Annual Report on Form 10-K

10(a)    Medical reimbursement plan     Incorporated by reference to
                                        Exhibit 10(b) of the Company's
                                        1997 Annual Report on Form 10-K

10(b)    Employee stock purchase plan   Incorporated by reference to
                                        Exhibit 10 of the Company's 1994
                                        Annual Report on Form 10-K

10(c)    Fleet Amended & Restated       Incorporated by reference to
         Credit Facility Agreement      Exhibit 10(d) of the Company's
         dated February 12, 1996        1996 Annual Report on Form 10-K

10(d)    Amended and Restated Credit    Incorporated by reference to
         Facility Agreement             Exhibit 10(d) of the Company's
         (Amendment #1) dated May       1997 Annual Report on Form 10-K
         31, 1996

10(e)    Amended and Restated Credit    Incorporated by reference to
         Facility Agreement             Exhibit 10(d) of the Company's
         (Amendment #2) dated           1997 Annual Report on Form 10-K
         February 13, 1997

10(f)    Deferred Compensation Plan     Incorporation by reference to
         and Deferred Bonus Plan.       Exhibit 10(c) to the Company's
                                        Quarterly Report on Form 10-Q,
                                        for the quarter ended 12/31/97

10(g)    1992 Restated Stock Option     Incorporated by reference to
         Plan                           Exhibit 22 of the Company's 1995
                                        Annual Report on Form 10-K
                                         
10(h)    1997 Stock Option Plan         Incorporated by reference to
                                        Exhibit 10(o)of the Company's
                                        Registration Statement on Form
                                        S-2 (No. 333-31951) filed on
                                        7/24/97.

10(i)    Executive Officer Cash Bonus   Incorporated by reference to
         Plan                           Exhibit 10(i) of the Company's
                                        1998 Annual Report on Form 10-K

10(j)    Executive employment           Incorporated by reference to
         contract with Karl H.          Exhibit 10(j) of the Company's
         Kostusiak.                     1998 Annual Report on Form 10-K

10(k)    Executive employment           Incorporated by reference to
         contract with David B.         Exhibit 10(b) of the Company's
         Lederer.                       Quarterly Report on Form 10-Q for
                                        the period ended June 30, 1997.

10(l)    Executive employment           Incorporated by reference to
         contract with Lawrence R.      Exhibit 10 of the Company's 1995
         Tracy.                         Annual Report on Form 10-K

10(m)    Stock Purchase Agreements      Incorporated by reference to
         with Karl H. Kostusiak and     Exhibit 10(n) of the Company's
         David B. Lederer               1997 Annual Report on Form 10-K

11       Statement re: Computation of   Included as Exhibit 11 of this
         Per Share Earnings             Quarterly Report on Form 10-K

24       Powers of Attorney             Incorporated by reference to
                                        Exhibit 24 of the Company's 1998
                                        Annual Report on Form 10-K

27       Financial Data Schedule        Included as Exhibit 27 of this
                                        Quarterly Report on Form 10-Q