===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1994 (FEE REQUIRED)

For the quarterly period ended March 31, 1997

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from _________ to _________.

                           Commission File No. 0-7152

                           DEVCON INTERNATIONAL CORP.
             (Exact Name of Registrant as Specified in its Charter)

                FLORIDA                                       59-0671992
 (State or Other Jurisdiction of                           (I.R.S.Employer
 Incorporation or Organization)                           Identification No.)

1350 E. Newport Center Drive, Suite 201, Deerfield Beach, FL           33442
       (Address of Principal Executive Offices)                     (Zip Code)


                                 (954) 429-1500
              (Registrant's Telephone Number, Including Area Code)

           Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $.10 par value
                                (Title of Class)

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 [ ]

As of May 9 1997, the number of shares outstanding of the Registrant's Common
Stock was 4,498,935.
===============================================================================


<PAGE>



                           DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES

                                      INDEX

                                                                   PAGE NUMBER
                                                                   -----------

Part I.    Financial Information:


           Consolidated Balance Sheets - March 31, 1997
           and December 31, 1996...................................     3-4


           Consolidated Statements of Operations and
           Retained Earnings - Three Months
           Ended March 31, 1997 and 1996...........................      5


           Consolidated Statements of Cash Flows -
           Three Months Ended March 31, 1997 and 1996..............     6-7


           Notes to Consolidated Financial Statements..............      8


           Management's Discussion and Analysis of
           Financial Conditions and Results of
           Operations..............................................    8-12


Part II.   Other Information.......................................     13





                                        2
<PAGE>



PART I.    FINANCIAL INFORMATION

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

                           DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets
                      March 31, 1997 and December 31, 1996


                                           MARCH 31,              DECEMBER 31,
                                             1997                     1996
                                         -----------              -----------

ASSETS

Current assets:
   Cash                                  $ 1,477,251              $   303,994
   Cash equivalents                             -                   1,600,000
   Receivables, net                       14,277,895               13,803,565
   Costs in excess of billings
    and estimated earnings                 3,086,422                3,124,860
   Inventories                             6,620,865                6,998,678
   Other                                     665,441                  825,853
                                         -----------              -----------

       Total current assets               26,127,874               26,656,950

Property, plant and equipment
   Land                                    5,767,671                5,695,867
   Buildings                               4,142,283                4,146,231
   Leasehold interests                    12,339,938               12,210,055
   Equipment                              62,001,333               61,864,583
   Furniture and fixtures                    540,976                  581,050
   Construction in process                 1,991,580                  585,480
                                         -----------              -----------
                                          86,783,781               85,083,266

Less accumulated depreciation            (37,358,003)             (37,587,567)
                                         -----------               ----------
                                          49,425,778               47,495,699

Investments in unconsolidated
 joint ventures and affiliates               133,780                  158,780
Advances to unconsolidated joint
 ventures and affiliates                     796,454                1,021,453
Receivables, net                          16,554,022               17,296,278
Intangible assets, net of
 accumulated amortization                  1,051,626                1,093,907
Other assets                               1,221,110                1,203,073
                                         -----------              -----------
                                         $95,310,644              $94,926,140
                                         ===========              ===========



See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


                           DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets
                      March 31, 1997 and December 31, 1996

                                                  MARCH 31,       DECEMBER 31,
                                                    1997              1996
                                                -----------       -----------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable, trade and other            $ 7,195,414       $ 5,950,704
   Accrued expenses and other liabilities         1,167,367         1,163,944
   Notes payable to banks                           601,000           400,000
   Current installments of long-term debt         4,530,821         4,424,726
   Billings in excess of costs and
     estimated earnings                             162,774           112,652
   Income Taxes                                     879,927         1,026,010
                                                -----------       -----------

       Total current liabilities                 14,537,303        13,078,036

Long-term debt, excluding current
  installments and notes payable to banks        19,406,944        19,251,369
Minority interest in consolidated
  subsidiaries                                    1,933,705         1,925,446
Deferred income taxes                               495,400           495,400
Other liabilities                                   591,154           624,204
                                                -----------       -----------

       Total liabilities                         36,964,506        35,374,455

Stockholders' Equity:
   Common stock                                     449,894           449,894
   Additional paid-in capital                    12,064,133        12,064,133
   Retained earnings                             45,832,111        47,037,658
                                                -----------       -----------

       Total stockholders' equity                58,346,138        59,551,685
                                                -----------       -----------

                                                $95,310,644       $94,926,140
                                                ===========       ===========



See accompanying notes to consolidated financial statements.

                                       4
<PAGE>



                           DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES

           Consolidated Statements of Operations and Retained Earnings
                   Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)


                                                   1997              1996
                                                   ----              ----

Concrete and related
  products revenues                          $12,355,823       $12,617,207
Contracting revenues                           2,045,616         4,739,844
Other revenues                                 1,048,955           864,316
                                             -----------       -----------
       Total revenues                         15,450,394        18,221,367

Cost of concrete and
   related products revenue                    9,995,951         9,240,857
Cost of contracting revenues                   2,006,180         3,932,987
Cost of other revenues                           717,983           740,217
                                             -----------       -----------

       Gross profit                            2,730,280         4,307,306

Selling, general and
   administrative expenses                     3,440,523         2,992,113
                                             -----------       -----------

       Operating income                         (710,243)        1,315,193

Other income (deductions)
   Joint venture equity loss                     (25,000)             -
   Interest expense                             (577,305)         (643,341)
   Gain (loss) on sale of equipment               (7,647)           10,660
   Interest and other income                     122,907            91,312
   Minority interest                              (8,259)           (5,502)
                                             -----------       -----------
                                                (495,304)         (546,871)
                                             -----------       -----------

       Income (loss) before income taxes      (1,205,547)          768,322

Income taxes                                        -              100,000
                                             -----------       -----------

       Net earnings (loss)                    (1,205,547)          668,322

Retained earnings, beginning
   of period                                  47,037,658        46,724,770
                                             -----------       -----------
Retained earnings, end
  of period                                  $45,832,111       $47,393,092
                                             ===========       ===========
Earnings (loss) per share                    $      (.26)      $       .14
                                             ===========       ===========

Weighted average number of
   shares outstanding                          4,589,259         4,659,019
                                             ===========       ===========


See accompanying notes to consolidated financial statements.

                                        5
<PAGE>

<TABLE>
<CAPTION>

                           DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                   Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)

                                                                      1997                       1996
                                                                      ----                       ----


<S>                                                                 <C>                      <C> 
Cash flows from operating activities:
   Net earnings (Loss)                                            $(1,205,547)             $   668,322
   Adjustments to reconcile net
     earnings to net cash provided
     by operating activities:
    Depreciation and amortization                                   1,479,254                1,220,101
    Joint venture equity loss                                          25,000                        -
    Provision for doubtful accounts
     and notes                                                         75,000                   75,000
    Loss (Gain) on sale of equipment                                    7,647                  (10,661)
    Minority interest expense                                           8,259                    5,502

   Changes in operating assets and liabilities:
    Increase in receivables, net                                     (544,580)              (1,043,371)
    Decrease (Increase) in costs in excess
     of billings and estimated earnings                                38,438                 (460,622)
    Decrease (Increase) in inventories                                377,813                 (409,320)
    Decrease in other current assets                                  160,412                   60,706
    Decrease (Increase) in other assets                               (40,165)                  95,949
    Increase in accounts payable,
     trade and other                                                1,026,190                1,799,186
    Increase (Decrease) in billings in
      excess of costs and estimated earnings                           50,122                 (746,452)
    Increase (Decrease) in income
     taxes payable                                                   (146,082)                 121,728
    Decrease in other liabilities                                     (33,052)                (297,616)
                                                                  -----------              -----------
       Net cash provided by
         operating activities                                       1,278,709                1,078,452
                                                                  -----------              -----------
Cash flows from investing activities:
   Purchase of property, plant and
     equipment                                                     (3,389,761)              (3,469,523)
   Proceeds from disposition of property,
     plant and equipment                                               37,190                  608,292
   Issuance of notes                                                     -                    (288,457)
   Payments received on notes                                         737,505                  581,753
   Advances to affiliates                                                -                     (40,510)
   Advances from affiliates                                           225,000                        -
                                                                  -----------              -----------
       Net cash used in
         investing activities                                     $(2,390,066)             $(2,608,445)
                                                                  -----------              -----------

</TABLE>

See accompanying notes to consolidated financial statements.

                                        6
<PAGE>



                           DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                   Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)


                                                    1997               1996
                                                    ----               ----

Cash flows from financing activities:
   Proceeds from debt                          $ 4,210,883        $ 3,529,759
   Principal payments on debt                   (3,748,211)        (2,426,328)
   Net borrowings from bank overdrafts             221,942            159,632
                                               -----------        -----------

       Net cash provided by
         financing activities                      684,614          1,263,063
                                               -----------        -----------
       Net decrease in
         cash and cash equivalents                (426,743)          (266,930)

       Cash and cash equivalents,
         beginning of period                     1,903,994          1,416,138
                                               -----------        -----------
       Cash and cash equivalents,
         end of period                         $ 1,477,251        $ 1,149,208
                                               ===========        ===========



Supplemental disclosures of
   cash flow information
       Cash paid for

         Interest                              $   518,949        $   620,980
                                               ===========        ===========
         Income taxes                          $   146,082        $         -
                                               ===========        ===========



See accompanying notes to consolidated financial statements.

                                        7
<PAGE>



                           DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements include the accounts of the Company and
its majority-owned subsidiaries.

The accounting policies followed by the Company are set forth in Note (l) to the
Company's financial statements included in its Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.

In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments necessary to present fairly the Company's
financial position as of March 31, 1997 and the results of its operations and
cash flows for the three months ended March 31, 1997 and 1996.

The results of operations for the three months ended March 31, 1997 are not
necessarily indicative of the results to be expected for the full year.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All dollar amounts of $1.0 million or more are rounded to the nearest one tenth
of a million; all other dollar amounts are rounded to the nearest one thousand
and all percentages are stated to the nearest one tenth of one percent.

This Form 10-Q contains certain "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which represent the Company's expectations and beliefs. 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 the financial condition
of the Company's customers, changes in domestic and foreign economic and
political conditions, demand for the Company's services and changes in the
Company's competitive environment.

The Company cautions that the factors described above could cause actual results
or outcomes to differ materially from those expressed in any forward-looking
statements of the Company made by or on behalf of the Company. Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for
management to predict all of such factors or the effect that any such factor may
have on the Company's business.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 VS THREE MONTHS ENDED MARCH
31, 1996

REVENUES

The Company's revenues during the first three months of 1997 were $15.5 million,
as compared to $18.2 million during the same period in 1996. This 15.2 percent
decrease was primarily due to decreases in the Company's land development
contracting revenues and to a lesser extent, concrete and related products
revenues.

                                        8
<PAGE>



The Company's concrete and related products division revenues decreased 2.1
percent to $12.4 million during the first three months of 1997 from $12.6
million during the same period in 1996, primarily as a result of decline in
demand for this division's products on one Caribbean island, offset to a lesser
extent by increases on other islands. The Company cannot currently determine
whether demand for this division's products will increase, decrease or remain
the same throughout 1997.

Revenues from the Company's land development contracting division decreased by
56.9 percent to $2.0 million during the first three months of 1997 from $4.7
million for the same period in 1996, primarily as a result of completing
contract work in late 1996 and not obtaining new work to replace the completed
contracts. The Company's backlog of unfilled portions of land development
contracts at March 31, 1997 was $10.2 million, involving 16 projects. The
Company expects that all of the backlog outstanding at March 31, 1997 will be
completed by the end of 1997. As its current backlog is expected to be completed
by the end of the year, the Company needs to obtain new contracts over the
remainder of 1997 in order to achieve 1997 contract revenue levels comparable to
those achieved in 1996.

COST OF CONCRETE AND RELATED PRODUCTS

Cost of concrete and related products as a percentage of concrete and related
products revenues increased to 80.9 percent during the first three months of
1997 from 73.2 percent for the same period in 1996. This increase was primarily
attributable to the decrease in revenues recognized and changes in the mix of
products sold in the first quarter of 1997.

COST OF CONTRACTING

Cost of contracting as a percentage of land development contracting revenues
increased to 98.1 percent during the first three months of 1997 from 83.0
percent during the same period in 1996. This increase is primarily attributable
to the decline in construction revenues and costs incurred as a result of owning
and operating heavy construction equipment, some of which, because of the
Company's current level of construction volume, is not heavily utilized. In
addition, the Company's gross margins are affected by the varying profitability
levels of individual contracts and the stage of completion of such contracts.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Selling, general and administrative expense ("SG&A expense") was $3.4 million
during the first three months of 1997 and $3.0 million for the same period in
1996. This increase was primarily attributable to SG&A expense related to the
Company's new operation on St. Martin and higher than expected operating
expenses, primarily litigation and professional fees. As a percentage of
revenue, SG&A expense increased to 22.3 percent for the first three months of
1997 from 16.4 percent for the same period in 1996. This percentage increase was
primarily attributable to the decrease in revenues actually recognized and the
increase in SG&A expense actually incurred.

DIVISIONAL OPERATING INCOME

The Company had an operating loss of $710,000 for the first three months of 1997
as compared to income of $1.3 million for the same period in 1996. The Company's
concrete and related products division operating income decreased to a loss of
$50,000 during the first three months of 1997 from income of $1.3 million during
the same period in 1996. This decrease is primarily attributable to decreases in
revenues, increases in cost of sales and increases in SG&A expense for this
division.

                                        9
<PAGE>



The Company's land development contracting division operating loss increased to
a loss of $747,000 for the first three months of 1997 from income of $194,000
during the same period in 1996. This decrease is primarily attributable to the
reduction in gross profit margins achieved on contract work, declines in
contract revenues and increases in SG&A expense.

NET EARNINGS

The Company had a net loss of $1.2 million during the first three months of 1997
as compared to net earnings of $668,000 during the same period in 1996. This
decrease is primarily attributable to decreases in concrete and related products
revenues and gross profits, declines in contract revenues and profits and higher
SG&A expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company generally funds its working capital needs from operations and bank
borrowings. In the land development contracting business, the Company must
expend considerable amounts of funds for equipment, labor and supplies to meet
the needs of particular projects. The Company's capital needs are greatest at
the start of any new contract, since the Company generally must complete 45 to
60 days of work before receiving the first progress payment. In addition, as a
project continues, a portion of the progress billing is usually withheld as
retainage until all work is complete, further increasing the need for capital.
On occasion the Company has provided long-term financing to certain customers
who have utilized its land development contracting services. The Company has
also provided financing for other business ventures from time to time. With
respect to the Company's concrete and related products division, accounts
receivable are typically outstanding for a minimum of 60 days and in some cases
much longer. The nature of the Company's business requires a continuing
investment in plant and equipment, along with the related maintenance and upkeep
costs of such equipment.

The Company has funded many of these expenditures out of its current working
capital. However, notwithstanding the foregoing and after factoring in the
Company's obligations as set forth below, management believes that the Company's
cash flow from operations, existing working capital (approximately $11.6 million
at March 31, 1997) and funds available from lines of credit will be adequate to
meet the Company's anticipated needs for operations during the next twelve
months.

The Company turned its fiscal year-end accounts receivable approximately 5.2
times in 1996, 4.7 times in 1995 and 4.5 times in 1994. The improvement in the
Company's accounts receivable turnover ratio from 1995 to 1996 is due primarily
to (i) a reduction in contract retainage receivables as a result of a gradual
decline in the number of pending construction contracts held by the Company and
(ii) modest improvements in the Company's collection process. The increase in
the Company's accounts receivable turnover ratio has had only a modest effect on
the Company's liquidity as the additional cash generated has been used for debt
repayment and capital expenditures.

At March 31, 1997, the Company had two revolving secured lines of credit from
commercial banks in South Florida and the Caribbean. The Company had no
borrowings outstanding under one of the $1.0 million lines of credit and
$601,000 in borrowings under the other $1.0 million line of credit. One $1.0
million line expires in November 1997 and the other expires in June 1997. The
interest rate on all such indebtedness outstanding at March 31, 1997 was 9.0
percent.

The Company has a $500,000 unsecured overdraft facility from a commercial bank
in the Caribbean. The facility is due on demand and bears interest at 14.0
percent per annum. At March 31, 1997 the Company had borrowings of $500,000
outstanding under this line.

                                       10
<PAGE>



The Company has entered into a $5.0 million term loan with a Caribbean bank,
repayable in monthly installments through December 2001. The interest rate on
indebtedness outstanding at March 31, 1997 was 10.0 percent and the Company had
$3.3 million of borrowings outstanding. The loan is secured by a leasehold
mortgage on a marina in the U.S. Virgin Islands.

The Company has borrowed $5.5 million from a Company officer. The note is
unsecured, bears interest at the prime interest rate and is due in full on
January 1, 1999.

In November 1996, the Company entered into a $6.0 million term loan with a
Caribbean bank. The loan proceeds were used to repay and retire approximately
$5.7 million in existing term and line of credit debt . The balance of
approximately $300,000 was used to provide additional working capital for the
Company. The loan is collateralized by various parcels of real property and
other assets located in the United States Virgin Islands and certain other
areas. The interest rate on indebtedness outstanding at March 31, 1997 was 9.5
percent and the Company had $5.7 million of borrowings outstanding.

The Company purchases equipment from time to time as needed for its ongoing
business operations. The Company is currently replacing or upgrading various
equipment used by the concrete and related products division, principally
concrete trucks and quarry equipment. This upgrading and replacement program
will continue throughout 1997 and should result in a net cash expenditure of
approximately $3.0 million. At present, management believes that the Company's
inventory of construction equipment is adequate for its current contractual
commitments and operating activities, however, the acquisition of significant
new construction contracts, depending on the nature of the contract, the job
location and job duration, may require the Company to make significant
investments in heavy construction equipment. If the Company does not obtain
additional contract backlog, then it plans to sell a portion of the equipment it
currently owns. The Company will have to bear the carrying costs, principally
depreciation and interest, on any idle equipment not sold. During 1997, the
Company has sold equipment with an original cost basis of approximately $1.7
million and net book value of $45,000. The Company expects to complete
additional equipment sales during 1997. The Company believes it has available or
can obtain sufficient financing for most of its contemplated equipment
replacements and additions. Historically, the Company has used a number of
lenders to finance a portion of its machinery and equipment purchases on an
individual asset basis. At March 31, 1997 amounts outstanding to these lenders
totalled $7.5 million. These loans are typically repaid over a three to five
year term in monthly principal and interest installments.

A significant portion of the Company's outstanding debt bears interest at
variable rates. The Company could be negatively impacted by a substantial
increase in interest rates.

The Company has contingent obligations and has made certain guarantees in
connection with acquisitions, its participation in certain joint ventures,
certain employee and construction bonding matters and its receipt of a tax
exemption. As part of the 1995 acquisition of Societe des Carrieres de Grand
Case (SCGC), a French company operating a ready-mix concrete plant and quarry in
St. Martin and in return for the right to remove an unlimited quantity of
material from the quarry, the Company agreed to pay the quarry owners (who were
also the owners of SCGC), a royalty payment of $550,000 per year through August
2000. This right to remove material, may at the Company's option, be renewed for
two successive five year periods and requires annual payments of $550,000 per
year. At the end of the fifteen year royalty period, the Company has the option
to purchase a fifty hectare parcel of property, which includes the quarry, for
$4.4 million. In connection with a 1990 St. Maarten acquisition, the Company
agreed to pay the seller annually an amount per unit of certain concrete and
stone products sold by the Company in St. Maarten from April 1, 1990 to March
31,

                                       11
<PAGE>



1998, but in no event less than $500,000 per year. The Company has certain
offsets available against this payment which have reduced the minimum annual
payment to $350,000 per year.

Notes receivable and accrued interest at March 31, 1997 include $14.0 million,
net due the Company pursuant to certain promissory notes delivered to the
Company in connection with two construction contracts with the Government of
Antigua, $2.0 million of which is classified as a current receivable. The notes
call for both quarterly and monthly principal and interest payments until
maturity in 1997. The notes will not be satisfied at maturity but the Antiguan
government has advised the Company that payments will continue until the
obligation is satisfied. The Government of Antigua has routinely made the
required quarterly payments aggregating $2.0 million per year but has made only
some of the required monthly payments. A portion of the payment received from
Antigua was derived from the lease proceeds the Antiguan government received
from the United States Department of Defense for the rental of two military
bases. One of the bases was closed at the end of 1995, resulting in a shortfall
of $700,000 per year in the required quarterly payments. To partially make up
this shortfall, the Antiguan government has entered into a written agreement
with the Company requiring Antigua to pay $600,000 per year from its fuel tax
revenues. Payments under this agreement commenced in January 1997. The Company
does not presently anticipate any other material increases in or accelerations
of payments by the Government of Antigua. Management believes that the
receivable from the Government of Antigua is fairly stated, based on the present
stream of cash flow being received and, therefore, no reserve has been
established against the receivable reflected in the Company's financial
statements.

                                       12
<PAGE>



II.   OTHER INFORMATION

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


Item 6.               EXHIBITS AND REPORTS ON FORM 8-K

                      (a)           Exhibits:                          None

                      (b)           Reports on Form 8-K:

                                    No reports on Form 8-K were filed by the
                                    Company during the first three months of
                                    fiscal 1997.







                                       13
<PAGE>




                                   SIGNATURES


Pursuant to the requirement 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.


Date:    MAY 13, 1997                      By: /S/ DONALD L. SMITH, JR.
         ------------                         -------------------------
                                              Donald L. Smith, Jr.
                                              President and Chief
                                              Executive Officer

Date:    MAY 13, 1997                      By: /S/ WALTER B. BARRETT
         ------------                         ----------------------
                                              Walter B. Barrett
                                              Vice President, Finance and
                                              Chief Financial Officer





                                       14
<PAGE>



                                INDEX TO EXHIBIT



EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------


  27                Financial Data Schedule



                                       15