SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q

{X}           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

                     For Six Months Ended September 30, 1997
                          Commission File Number 0-3296

                               ETHIKA CORPORATION
             (Exact name of registrant as specified in its charter)

                           
           MISSISSIPPI                                  64-0440887
  (State of other jurisdiction of                   (IRS Employer
 incorporation or organization)                      Identification No.)

                            107 The Executive Center
                    Hilton Head Island, South Carolina 29928
                     (Address of Principal Executive Office)

       Registrant's telephone number including area code: (803) 785-7850

                                      NONE
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 [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

          CLASS                                 Outstanding at November 10, 1997
  Common Stock, $1.00 par value                             15,155,018
<PAGE>

                               ETHIKA CORPORATION

                                      INDEX

                                       

PART I:  FINANCIAL INFORMATION

            Item 1.    Financial Statements

                       Consolidated Balance Sheets - September 30, 1997 and
                       December 31, 1996 

                       Consolidated Statement of Operations and Changes in
                       Retained Deficit for the Three and Nine Months Ended
                       September 30, 1997 and 1996 

                       Consolidated Statement of Cash Flows for the Nine
                       Months Ended September 30, 1997 and 1996  

                       Notes to Consolidated Financial Statements 

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

PART II. OTHER INFORMATION

                       None

SIGNATURES  


<PAGE>
<TABLE>
<CAPTION>
Ethika Corporation and Subsidiaries
Consolidated Balance Sheet September 30, 1997 and December 31, 1996
(Unaudited)

                                                                                 September 30        December 31
                                                                                      1997               1996
                                                                                 ------------      ------------
<S>                                                                              <C>               <C>
ASSETS
Current Assets:
  Cash and cash equivalents ................................................     $    852,221      $  1,908,142
  Accounts receivable, net of allowance for doubtful accounts of
  $3,291and $8,258 .........................................................          193,709           137,487
  Federal income tax refund receivable .....................................             --             135,817
  Leases receivable ........................................................          112,764           105,705
  Note Receivable ..........................................................          256,755              --
  Inventory ................................................................           10,917            21,672
                                                                                 ------------      ------------

Total Current Assets .......................................................        1,426,366         2,308,823

Property and equipment , net of accumulated depreciation ...................          219,242           544,943
Leases  receivable .........................................................          192,356           277,430
Intangible and other assets, net of accumulated amortization of $952,594 and
$596,572....................................................................          626,679           913,551
                                                                                 ------------      ------------

Total Assets ...............................................................     $  2,464,643      $  4,044,747
                                                                                 ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued expenses ....................................     $    391,971      $    591,048
  Current portion of notes payable .........................................             --             134,916
  Deferred revenue .........................................................          368,245           285,944
                                                                                 ------------      ------------

Total Current Liabilities ..................................................          760,216         1,011,908

Notes payable ..............................................................             --             205,092
Deferred income taxes ......................................................           45,500            45,500
                                                                                 ------------      ------------

Total Liabilities ..........................................................          805,716         1,262,500
                                                                                ------------      -------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Ethika Corporation and Subsidiaries
Consolidated Balance Sheet September 30, 1997 and December 31, 1996
(Unaudited) (continued)

                                                                                 September 30        December 31
                                                                                      1997               1996
                                                                                 ------------      ------------
<S>                                                                              <C>               <C> 
Stockholders' Equity
Common Stock, $1 par value authorized  50,000,000 shares; issued 15,155,018
shares and 13,851,585; outstanding 15,127,706 shares and 14,947,706 shares;
September 30, 1997 and December 31, 1996 ...................................       12,627,706        12,447,706
Include 2,500,000 contingently returnable shares
Discount on Common Stock ...................................................       (1,202,459)       (1,123,709)
Accumulated Deficit ........................................................       (9,766,320)       (8,541,750)
                                                                                 ------------      ------------
Total Stockholders' Equity .................................................        1,658,927         2,782,247
                                                                                 ------------      ------------
Contingencies ..............................................................             --
                                                                                 ------------      ------------

Total Liabilities and Stockholders' Equity .................................     $  2,464,643      $  4,044,747
                                                                                 ============      ============
</TABLE>
The  Accompanying  notes are an integral  part of these  Consolidated  Financial
Statements
<PAGE>
<TABLE>
<CAPTION>
Ethika Corporation and Subsidiaries
Consolidated Statement of Operations and Changes in
Retained Deficit for the Three and Nine Months Ended September 30, 1997 and 1996
(Unaudited)


                                                       Three Months Ended                 Nine Months Ended
                                                         September 30                       September 30
                                                     1997             1996             1997             1996
                                                 -----------      -----------      -----------      -----------
<S>                                              <C>              <C>              <C>              <C>
Software sales .............................     $   433,957      $   292,246      $ 1,122,134      $   682,032
Costs and expenses
  Cost of Sales ............................         195,384           69,357          551,539          104,981
  Selling, general and administrative and
product ....................................         603,566          861,216        1,763,646        2,009,734
  Development
  Depreciation and Amortization ............         147,994          160,043          456,805          317,483
                                                 -----------      -----------      -----------      -----------

Loss from operations .......................        (512,987)        (798,370)      (1,649,856)      (1,750,166)

Other income ( expense)
  Rental Income ............................            --             45,500             --            138,775
  Interest Income ..........................          36,762           30,171          107,837          119,538
  Gain (Loss) from investment securities ...            --              1,625             --            672,785
  Interest expense .........................             (89)         (30,189)         (24,400)         (55,588)
  Equity in net loss of affiliate ..........        (265,643)
  Gain on sale of building .................         341,849             --            341,849
                                                 -----------      -----------      -----------      -----------


Income/(Loss) before taxes .................        (134,465)        (751,763)      (1,224,570)      (1,140,299)
                                                 -----------      -----------      -----------      -----------
Income taxes................................           --               --                --              --
                                                 -----------      -----------      -----------      -----------

Net income/(Loss) ..........................        (134,465)        (751,763)      (1,224,570)      (1,140,299)

  Retained deficit at beginning of period ..      (9,631,855)      (6,491,327)      (8,541,750)       6,102,791)
                                                 -----------      -----------      -----------      -----------

  Retained deficit at end of period ........     ($9,766,320)     ($7,243,090)     ($9,766,320)     ($7,243,090)
                                                 ===========      ===========      ===========      ===========

Primary and fully diluted net loss per share     ($     .011)     ($     .061)     ($     .097)     ($     .096)
                                                 ===========      ===========      ===========      ===========

</TABLE>
The  Accompanying  notes are an integral  part of these  Consolidated  Financial
Statements
<PAGE>
<TABLE>
<CAPTION>
Ethika Corporation and Subsidiaries
Consolidated Statement of Cash Flows for the Six Months                      Nine Months Ended
Ended June 30, 1997 and 1996 (Unaudited)                                        September 30
                                                                           1997              1996
                                                                       -----------      -----------
<S>                                                                    <C>              <C>    
Cash Flows from Operating Activities:
Net income (loss) from operations ................................     ($1,224,570)     ($  388,537)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and Amortization ....................................         456,805          157,440
Net loss in earnings of affiliate ................................            --            265,643
Realized and unrealized (gain) loss on investment securities .....            --           (672,785)
Changes in balance sheet accounts:
(Increase) decrease in accounts, receivables, and other assets ...        (110,476)          32,381
(Increase) decrease in income taxes ..............................         135,817             --
(Increase) decrease in  inventory ................................          10,755          (41,288)
Decrease in accrued investment income ............................            --               --
Increase ( decrease) in accounts payable and other liabilities ...        (199,077)          94,440
Increase ( decrease) in deferred revenue .........................          82,301           45,400
Gain on sale of facility .........................................        (341,849)            --
                                                                       -----------      -----------
Net cash provided by (used from) operating activities ............      (1,190,294)        (507,306)
                                                                       -----------      -----------
Cash flows from investing activities:
Purchases of equipment ...........................................         (93,864)         (77,553)
Payments received from leases ....................................         125,000           66,590
Others ...........................................................         (14,654)
Issuance of note receivable ......................................        (256,755)            --
Proceeds from investments ........................................       2,078,680
                                                                       -----------      -----------
Proceeds on sale of facility .....................................         700,000             --
                                                                       -----------      -----------

Net cash (used for) provided by investing activities .............         474,381        2,053,063
                                                                       -----------      -----------
Cash flows from financing activities:
Net borrowing (payments) on debt .................................        (340,008)         (54,405)
                                                                       -----------      -----------

Net cash provided by financing activities ........................        (340,008)         (54,405)
                                                                       -----------      -----------

Net increase (decrease) in cash and cash equivalents .............      (1,055,921)       1,491,352
Cash and cash equivalents - beginning of period ..................       1,908,142        1,378,325
                                                                       -----------      -----------
Cash and cash equivalents - end of period ........................     $   852,221      $ 2,869,677
                                                                       ===========      ===========
Supplemental Cash Flow Information: ..............................     $      --        $      --
                                                                       ===========      ===========
Supplemental Schedule of Non-Cash
Investing and Financing Activities:
Common stock issued for equity securities of nonaffiliated company       1,303,433
                                                                       ===========
</TABLE>
The  Accompanying  notes are an integral  part of these  Consolidated  Financial
Statements
<PAGE>
ETHIKA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1997

Note 1 - Basis of Presentation

The  accompanying   unaudited   consolidated   financial  statements  of  Ethika
Corporation and  subsidiaries  ("Corporation")  have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  with   instruction  to  Form  10-Q  and  Article  10  of  Regulations  S-X.
Accordingly,  they do not include all of the detail and disclosures  required by
generally  accepted  accounting  principles for complete  financial  statements.
Operating  results  for  the  nine  months  ended  September  30,  1997  are not
necessarily  indications of the results that may be expected for the year ending
December  31,  1997.  More  detailed  information  is  contained in the Notes to
Consolidated Financial Statements included in the Corporation's Form 10-K Annual
Report for the year ended December 31, 1996.

Nature of operations:  The Corporation operates as an applied technology company
through three of its wholly-owned  subsidiaries,  Text Retrieval  Systems,  Inc.
(TRS),   Compass  Data  Systems  (CDS),  and  Legislative   Information  Systems
Corporation (LIS). See business combination information in Note 2. TRS, CDS, and
LIS are  engaged in  publishing  electronic  libraries  that link  related  data
sources for convenient  access by personal  computers.  Certain products of TRS,
CDS,  and LIS are sold  nationally,  while others are specific to states such as
Florida, Missouri, and Kansas.

Principles of Consolidation:  The consolidated  financial statements include the
financial  statements of the Corporation and its wholly owned subsidiaries.  All
significant inter-company accounts and transactions have been eliminated.

On June  10,  1997  (See  Business  Combinations  information  in Note  2),  the
Corporation acquired  Legislative  Information Systems Corporation in a business
combination  accounted for as a pooling of interests.  LIS became a wholly owned
subsidiary of the  Corporation  through the exchange of 1,123,433  shares of the
Corporation's  common  stock  for  all of the  outstanding  stock  of  LIS.  The
accompanying  financial  statements for the year ended December 31, 1996 and the
three  and nine  months  ended  September  30,  1997  and 1996 are  based on the
assumption that the companies were combined for the entire period presented.

Revenue  Recognition:  The  Corporation  recognizes  revenue for software  sales
ratably over the period of each product's  subscription  life. The Corporation's
various products are updated annually,  quarterly,  and monthly based on content
availability  and/or  specific  customer  agreements.  Revenue  associated  with
certain sales of TRS' primary product are not recognized until cash is collected
due to the  customers'  right of return and  limited  history of returns for the
product.

Intangible  assets:  Intangible  assets  consist  primarily  of assets  acquired
through the acquisitions of TRS, CDS, and CodeManager.  See Business Combination
information  in Note 2.  Acquired  goodwill and software  products are amortized
over three years.  Non-compete  agreements  are  amortized  over the life of the
related agreement (2-3 years). The Corporation  regularly reviews its ability to
realize future economic  benefit from software  products and goodwill based upon
the expected future cash flows of the related subsidiary or product.

Use of estimates:  The  preparation of financial  statements in accordance  with
generally accepted accounting  principles requires the use of certain estimates.
Actual results may differ from those estimates.
<PAGE>
Earnings Per Share:  Primary and fully  diluted  earnings per share are based on
the  weighted  average  number of common  shares of  12,607,706  and  11,882,563
outstanding for the nine months ended  September 30, 1997 and 1996  respectively
and 12,627,706 and 12,205,502 for the three months ended  September 30, 1997 and
1996  respectively.   Earnings  per  share  calculations   include  contingently
returnable shares only if their impact is dilutive.

Note 2 - Business Combinations

On April 2, 1996 the  Corporation  completed the  acquisition  of Text Retrieval
Systems, Inc. ("TRS"), a privately-held  corporation based in Ponte Vedra Beach,
Florida.  The  transaction  has been accounted for as a purchase and accordingly
the results of  operations  of TRS since April 2, 1996 have been included in the
Corporation's   Results  of  Operations.   TRS  publishes  electronic  reference
libraries  that link  related  data  sources for  convenient  access by personal
computers.  The  Corporation  had  previously  acquired a 35% initial  ownership
interest in TRS through the  issuance of 100,000  shares of its stock to the TRS
shareholders  and the extension of a line of credit during 1995.  The completion
of the purchase transaction included cash paid through prior advances to TRS and
the issuance of 2,500,000  shares of contingently  returnable  common stock. The
shares are returnable to the Corporation if certain 1997 earning targets are not
achieved.   Management  originally  believed  that  it  was  probable  that  the
established targets would be met in total; accordingly, as of April 2, 1996, the
fair  value of the  2,500,000  contingent  returnable  shares  ($1,991,250)  was
included in the purchase price resulting in a total estimated  purchase price at
acquisition of $2,659,482.  In the fourth quarter of 1996, Management determined
that the earnings targets would not be met in total and accordingly, recorded an
adjustment to the purchase  price  reducing  intangible  assets by the remaining
unamortized  balance  related  to  the  contingent  shares  of  $1,792,125.  The
Corporation has amended the agreement with TRS whereby the earnings targets have
been revised and extended through December 31, 1997. The Corporation will adjust
intangible assets as the contingencies are resolved. If the earnings targets are
not  totally  met,  the  former  shareholders  will  return  all or  part of the
contingent  shares  to the  Corporation.  Based  upon  current  performance  and
estimated  results,  it  appears  that a  substantial  number of shares  will be
surrendered to the Corporation after the December 31, 1997 measurement period.

During the first  quarter of 1996,  the  Corporation  accounted  for its initial
investment  in TRS by the equity method under which the  Corporation's  share of
the net loss of the affiliate was recognized in the Corporation's operations and
included as an adjustment to the  investment  balance.  The loss recorded by the
Corporation was $265,643 for the quarter ended March 31, 1996.

Effective  August 17, 1996, the  Corporation  purchased 100% of the  outstanding
common stock of CDS, a privately-held  corporation based in Salt Lake City, Utah
for a total  purchase  price of $500,000  which included the issuance of 726,612
shares of the  Corporation's  common stock with a fair market value of $400,000.
CDS publishes  electronic  information  reference  services to a wide variety of
industries and  organizations.  Among its principal  product offerings are state
tax law reference  libraries which keep subscribers  current on tax law changes.
The transaction has been accounted for as a purchase, accordingly the results of
operations of CDS since August 17, 1996 have been  included in the  accompanying
statement of operations.  Intangible assets of $460,765 are being amortized over
a three-year period.

On January 31, 1997 Ethika  purchased for 180,000  shares valued at $101,250 the
publishing,  distribution,  and  future  development  rights of the  CodeManager
Reference  Library from American  Practice  Management and Consulting  Concepts,
Inc.
<PAGE>
On June 10,  1997  the  Corporation  acquired  Legislative  Information  Systems
Corporation in a business  combination  accounted for as a pooling of interests.
LIS became a wholly owned subsidiary of the Corporation  through the exchange of
1,123,433  shares  ($616,203) of the  Corporation's  common stock for all of the
outstanding  stock of LIS. The  accompanying  financial  statements for the year
ended  December 31, 1996 and the three and nine months ended  September 30, 1997
and 1996 are based on the  assumption  that the companies  were combined for the
entire period presented. LIS is an electronic publishing company specializing in
federal aviation regulations, banking regulations, and custom service contracts.

Effective October 1, 1996, the Corporation revised estimates used in determining
the lives of intangible  assets acquired  through its acquisition of TRS and CDS
from five years to three years.  Total amortization of $129,387 and $564,430 was
recorded  during the three  months ended  September  30, 1997 and the year ended
December 31, 1996 respectively.

Note 3 - Note Receivable

On June 5, 1997 the Corporation entered into a loan agreement with InfoDynamics,
Inc. of Orem, Utah whereby Ethika provided  development capital in the form of a
line of credit not to exceed $250,000. At September 30, 1997 a total of $250,000
had been  advanced  against  this line.  Ethika also  acquired an 8% interest in
InfoDynamics  as part of this  transaction.  In addition,  the  agreement  gives
Ethika the right to acquire the remaining  outstanding shares of InfoDynamics on
or before  December 31, 1997.  InfoDynamics is a developer of software tools and
applications based on the Folio infobase platform.

Note 4 - Leasing Activities

During 1995, the Company  entered into leasing  activities  which consist of the
leasing of fry cook units to be placed in various  locations and operated by the
lessee.  All of the Company's leases are classified as direct financing  leases.
Under the  direct  financing  method of  accounting  for  leases,  the total net
rentals receivable under the lease contracts are recorded as a net investment in
direct  financing  leases,  and the unearned  income on each lease is recognized
each month at a constant periodic rate of return on the unrecovered investment.

Note 5 - Contingencies

A lawsuit  was  filed in the  United  States  District  Court  for the  Southern
District of Mississippi, Jackson Division, styled EURAM B.V., Peeper, et al. vs.
Ethika by certain  plaintiffs  against  Ethika and its Chairman,  S.L. Reed, Jr.
This suit  alleges  breach of  fiduciary  duties,  fraud,  conspiracy  to breach
fiduciary duty of loyalty and care, breach of contract,  misrepresentation,  and
conversion.  These  allegations  arise  from the  transactions  surrounding  the
Corporation's  issuance of  2,000,000  shares of its stock in  exchange  for 16%
interest in PMM, and the sale by the  Corporation  of $2,000,000 of its stock in
exchange for shares of Alanco stock  valued at  $2,000,000.  On October 30, 1996
Ethika  filed  answers to the suit and  instituted  a  counterclaim  against the
individuals  named in the  above  suit and  other  defendants  not  named in the
original suit. The Corporation, on advice of outside legal counsel, believes the
plaintiffs'  suit is  without  merit,  and that its  resolution  will not have a
material effect on the Corporation,  however, it is too early in the proceedings
to assure the outcome.
<PAGE>
The Corporation was notified by Standard Management Corporation on June 26, 1997
that its subsidiary, Standard Life Insurance of Indiana, had received a Citation
and Original  Petition  captioned  "Rilla Lindley versus Standard Life Insurance
Company of Indiana, Dixie National Life Insurance Company, Randy Owens" filed in
the 2nd  Judicial  District  Court,  Parish of  Brenville,  State of  Louisiana.
Standard's  notification  constituted a claim notice pursuant to Section 10.3 of
the Second Restated Stock Purchase  Agreement dated August 30, 1995 by and among
Standard Life and Dixie National Life and Dixie National Corporation (now Ethika
Corporation)  in  which  Ethika  agreed  to  indemnify  Standard  under  certain
conditions against qualified third-party claims originating prior to the sale of
Dixie National Life to Standard. The scope of Ethika's indemnity obligation,  if
any, under the Agreement is limited to claims  predicated upon occurrences prior
to closing  based on actions  or  inactions  of Dixie  National  Life  Insurance
Company.

The third-party  claim  involves,  among other things,  allegations  regarding a
vanishing  premium life insurance policy issued by Dixie National Life which was
purchased by the plaintiff in August 1989 from defendant Owens, an employee of a
general  insurance  agency in  Louisiana.  The claim appears to be styled in the
form of a class action. An investigation into the Citation's  allegations by the
defendants,   including  legal  representation  of  the  Corporation,  has  been
initiated.  Potential  liabilities,  if any, of the various  defendants have not
been determined.

Nasdaq recently (September 16, 1997) notified the Corporation that it has ninety
days to address the deficiencies in meeting the minimum bid price ($1 per share)
or  alternative  capital and surplus  requirements  ($2,000,000)  for  continued
listing  in the Nasdaq  SmallCap  Market.  The  Corporation  has been  intensely
focused on meeting the more stringent  requirements  set for  implementation  by
Nasdaq on February 23, 1998 for all SmallCap  companies.  Management  is working
jointly  with  Nasdaq  on  a  definitive  plan  to  meet  the  new  quantitative
maintenance and corporate governance requirements.  At this time there can be no
assurance  that a  satisfactory  plan  will be  developed  to meet  the  listing
requirements within the defined time period.
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition
           and Results of Operations

Liquidity and Capital Resources

The Corporation accomplished the acquisitions of TRS, CDS, CodeManager,  and LIS
through the issuance of its common  stock.  Management  anticipates  to continue
using its common stock to acquire additional companies. Management believes that
its current working capital and anticipated levels of internally generated funds
will be  sufficient  to fund its  operating,  product  development,  and capital
expenditure requirements.  This belief is based on the Corporation's current and
planned level of operations.

Results of Operations

Nine  Months Ended September 30, 1997
Compared to Nine Months Ended September 30, 1996

The nine months ended  September 30, 1997,  generated a net loss from operations
of  $1,224,570  ($.097  per share)  compared  to a net loss from  operations  of
$1,140,299  ($.096 per share) for the  comparable  period of September 30, 1996.
This increase in loss resulted  primarily  from the  recognition  of a full nine
months amortization of goodwill in connection with acquisition activity totaling
$387,024. The Corporation recognizes revenue for its software sales ratably over
the period of each  products'  subscription  life thereby  generating  currently
earned  revenue  and  deferred  revenue  each  time a  product  is  sold.  Costs
associated with production of the product, however, are recorded as incurred and
not deferred. Revenues for the nine months ended September 30, 1997 increased by
$440,102  while total  operational  costs  decreased  by $100,310  over the same
period of 1996. In addition, the Corporation had deferred revenue of $368,245 at
September 30, 1997.

Three Months Ended September 30, 1997
Compared to Three Months Ended September 30, 1996

For the three months ended September 30, 1997, the Corporation had a net loss of
$134,465  ($.011 per share) compared to a net loss of $751,763 ($.061 per share)
for the comparable  period in 1996. This decrease in loss is attributable to the
increased in recognized  sales to $433,957 for the three months ended  September
30, 1997 compared to $292,246 for the comparable  period in 1996 together with a
$285,383 decrease in operational expenses over the comparable 1996 period.

Part II.  Other Information

Subsequent Event

Ethika's previous headquarters building in Jackson, Mississippi was sold on July
16, 1997 for $700,000 less closing costs of $55,630 and the mortgage  balance of
$255,398 netting $388,972 in cash to Ethika.

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

(a)      Exhibits
         (27) Financial Data Schedule

(b)      None
<PAGE>

SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                 Ethika Corporation
                                                 (Registrant)

                                                 /s/G. Thomas Reed
                                                 -----------------      
Date:  November 15, 1997                         G. Thomas Reed
                                                 President and
                                                 Chief Operating Officer

                                                 /s/David E. Williams
                                                 --------------------
Date:  November 15, 1997                         David E. Williams
                                                 Vice President Finance
                                                 And Chief Financial Officer