SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM 10-KA

(Mark One)


/X/       ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 1996


/ /       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 0-22922

                           THE WESTERN SYSTEMS CORP.
                (FORMERLY THE WESTERN TRANSMEDIA COMPANY, INC.)
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                       Delaware                            06-0995978
             ---------------------------         ----------------------------
             (State or other jurisdiction of      (IRS Employer Identification
             incorporation or organization)                 Number)



  c/o Janney Montgomery Scott Inc., 26 Broadway, New York New York     10004
--------------------------------------------------------------------------------
        (Address of Principal Executive Offices)                    (Zip Code)

      Registrant's telephone number, including area code: (212) 510-0688

          Securities registered pursuant to Section 12(b) of the Act:

                                     None.

          Securities registered pursuant to Section 12(g) of the Act:

            Common Stock, $.60 par value
            Common Stock  Purchase  Warrants  entitling  holders to purchase one
            share of Common Stock per Warrant prior to December 31, 1997.

            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

<PAGE>
(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 by check mark if disclosure of delinquent  filers  pursuant
to  Item  405 of  Regulation  S-K is  not  contained  herein,  and  will  not be
contained,  to the best of the  Registrant's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. /X/

            The aggregate  market value of voting stock (Common Stock,  $.60 par
value)  held by  non-affiliates  of the  Registrant  as of  March  14,  1997 was
approximately  $12,419,923  (based on the mean between the closing bid and asked
prices of the Common Stock on such date), which value, solely for the purpose of
this calculation,  excludes shares held by the Registrant's  executive  officers
and  directors.  Such  exclusion  should  not be deemed a  determination  by the
Registrant that all such individuals are, in fact, affiliates of the Registrant.

            Indicate  the number of shares  outstanding  of each of the issuer's
classes of common stock, as of the latest  practicable  date: At March 14, 1997,
there were outstanding  7,903,421 shares of the Registrant's  Common Stock, $.60
par value.

<PAGE>

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

MANAGEMENT

      As of April 15, 1997, the executive  officers and directors of The Western
Systems Corp. (the "Company") were as follows:
<TABLE>
<CAPTION>

                                                                           Term of Office
                             Present Position       Director    Class of     as Director
Name                  Age    with the Company       Since       Director       Expires
----                  ---    ----------------       -----       --------       -------

<S>                   <C>    <C>                    <C>            <C>          <C> 
William J. Barrett    57     Chief Executive        January        III          1998
                             Officer and Director   1992

Stuart M. Pellman     55     Director               January        III          1998
                                                    1992

Herbert M. Gardner    57     Director               January        II           1997
                                                    1992

C. Scott Bartlett, Jr.64     Director               August          I           1999
                                                    1991

Richard O. Starbird   72     Director               July 1992       I           1999

Howard Grafman        68     Director               July 1992       I           1999

Paulette Grafman      50     Director               September      II           1997
                                                    1993
</TABLE>

      The following information  concerning the directors and executive officers
of the Company has been furnished by each of them.

      WILLIAM J. BARRETT was elected Chief  Executive  Officer of the Company in
January  1997. He has served as a director of the Company since January 1992 and
as  Secretary  and  Assistant  Treasurer of the Company  since August 1992.  Mr.
Barrett  has been  principally  employed as a Senior  Vice  President  of Janney
Montgomery Scott Inc., an investment banking firm, for more than five years. Mr.
Barrett is a  director  of the  following  publicly-held  corporations:  Supreme
Industries,   Inc.,  a  company  that  manufactures  specialized  truck  bodies,
Fredericks of Hollywood,  Inc., an apparel marketing company, Shelter Components
Corporation,  a distributor to the manufactured  housing and recreation  vehicle
industries and  manufacturer  of carpet and bathroom  products,  TGC Industries,
Inc.,  which  provides  geophysical  services to the oil and gas  industries and
manufactures and distributes  specialty packaging products,  and Chase Packaging
Corporation, a specialty packaging supplier.

      STUART M. PELLMAN served as President and Chief  Executive  Officer of the
Company from January 1992 until the  Company's  sale of its  Transmedia  Network
Franchise (the "Asset Sale") to its former franchisor,  Transmedia Network, Inc.
("Network")  in  January  1997.  Since  the Asset  Sale,  Mr.  Pellman  has been
principally  employed as an executive officer of Network.  He continued to serve
as the Company's  Chief  Financial  Officer and Chief  Accounting  Officer until
April 1997. He has been a director

                                       -2-

<PAGE>
of the Company since  January  1992.  From May 1989 until  September  1991,  Mr.
Pellman  was a  corporate  securities  attorney  with,  and a member of, the San
Francisco,  California  law firm of Steefel,  Levitt & Weiss.  Prior thereto and
since 1965,  he was engaged in the private  practice of law in New York City. In
1979, he  co-founded  the law firm of Slade & Pellman in New York City and was a
member of that  firm  until  December  1988.  Commencing  in 1986,  Mr.  Pellman
supervised Slade & Pellman's representation as general counsel to Network.

      HERBERT M. GARDNER has served as a director of the Company  since  January
1992.  Mr. Gardner has been  principally  employed as a Senior Vice President of
Janney Montgomery Scott Inc. for more than five years. Mr. Gardner is a director
of  Network  and also is a  director  of  other  publicly-held  corporations  as
follows:  Shelter Components  Corporation,  Nu Horizons  Electronics,  Corp., an
electronics components distributor,  TGC Industries,  Inc., Hirsch International
Corp.,  a distributor  of  computerized  embroidery  machines and a developer of
related software, and Chase Packaging Corporation.  Mr. Gardner also is Chairman
of the Board of Supreme  Industries,  Inc., a manufacturer of specialized  truck
bodies and shuttle buses.

      C. SCOTT  BARTLETT  has served as a director of the Company  since  August
1991.  Since November 1990, he has been  principally  engaged as a consultant to
the banking  industry and in conjunction  with such activities  served as Senior
Vice  President  and Chief  Credit  Officer of MTB Bank from 1992 to 1994.  From
April 1984 to November  1990, he was an Executive Vice President and Chairman of
the Credit  Policy  Committee  of  National  Westminster  Bank USA. He is also a
director of Harvard  Industries,  Inc., an  automotive  supplier,  NVR,  Inc., a
homebuilding  company,  Darling  International,   Inc.,  a  recycler  of  animal
by-products,  Bucyrus-Erie  Company, a manufacturer of surface mining equipment,
Janus Industries,  Inc., a holding company, and The Bibb Company, a manufacturer
of bedding, napery and industrial fabrics.

      RICHARD O.  STARBIRD  has served as a director of the  Company  since July
1992. Mr. Starbird has been Emeritus Professor at Western Washington  University
in  Bellingham,  Washington  since  1983,  where he is  currently  engaged  as a
graduate school advisor,  researcher and writer. Mr. Starbird also is a director
of Fredericks of Hollywood, Inc.

      HOWARD  GRAFMAN has served as a director  of the Company  since July 1992.
Since February 1996, Mr. Grafman has been principally engaged as Chairman of the
Board of KRUZ-FM,  a radio station  based in Santa  Barbara,  California,  and a
private  investor.  Mr. Grafman founded  Century  Broadcasting  Corporation,  an
independent  operator of FM radio stations,  in 1964 and served as its President
until 1987 and as one of its  directors  until 1992.  Prior to founding  Century
Broadcasting   Corporation,   Mr.   Grafman   was   actively   involved  in  the
communications and broadcasting industries.

      PAULETTE  W.  GRAFMAN  has  served  as a  director  of the  Company  since
September  1993 and served as  Executive  Vice  President  of the  Company  from
September  1993 until January 1996.  Since  February  1996, Ms. Grafman has been
principally engaged as President and General Manager of KRUZ-FM. Ms. Grafman was
Vice  President  and  General  Manager  of  KMEL,  an FM  radio  station  in San
Francisco,  California from November 1985 to November 1992, when the station was
sold by Century  Broadcasting  Corporation.  During the prior 10 years, she held
executive and sales  positions with several radio  stations in Los Angeles.  She
served  on the  Board  of  Directors  of the  Northern  California  Broadcasters
Association in 1987 and 1988, and as an officer of the  Association  since 1989,
including the office of President in 1991 and 1992. She was principally  engaged
as a private  investor from November 1992 to September 1993.  Howard Grafman and
Paulette Grafman are spouses.

                                       -3-

<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the  Company's  officers and  directors,  and persons who own more than 10% of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the  Securities and Exchange  Commission
(the  "Commission").  Officers,  directors and greater than 10% shareholders are
required by the  Commission's  regulations to furnish the Company with copies of
all Section 16(a) forms they file.

      Based  solely on review of copies of such forms  furnished to the Company,
or written  representations  that no Form 5s were  required  to be filed by such
persons,  the Company  believes  that during the year ended  December  31, 1996,
there was compliance  with all Section 16(a) filing  requirements  applicable to
its officers, directors and greater than 10% beneficial owners.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

      The  following  table sets  forth,  for the fiscal  years  indicated,  all
compensation  awarded  to,  earned  by or paid to the  chief  executive  officer
("CEO") of the  Company.  There was no executive  officer of the Company,  other
than the CEO,  whose  salary and bonus  exceeded  $100,000  with  respect to the
fiscal year ended December 31, 1996.


                          SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                        Annual Compensation            Long Term Compensation
                                ------------------------------        ----------------------

                                                       Other Annual                All Other
                                                       Compensation   Number of   Compensation
Name and Principal Posit Year   Salary ($) Bonus ($)     ($)(1)(2)     Options        ($)
---------------------    ----   --------   ---------   -----------    --------   ------------

<S>                      <C>    <C>              <C>         <C>      <C>              <C>
Stuart M. Pellman,       1996   200,000           --         4,680         --          --
  President and Chief    1995   175,000          25,580      4,680    150,000          --
  Executive Officer      1994   145,000           --         4,680         --          --
</TABLE>


-------------------
(1)   Perquisites and other personal  benefits,  securities or property received
      by Mr.  Pellman  did not exceed the lesser of $50,000 or 10% of his annual
      salary and bonus.

(2)   Mr.  Pellman's  employment  agreement  required  the  Company  to pay  the
      premiums (not  exceeding  $4,800 per annum) on term life  insurance in the
      face amount of $1,000,000 on the life of Mr.  Pellman under policies owned
      by Mr. Pellman. See "--Employment Agreements."

                                       -4-

<PAGE>
OPTION GRANTS

            No options were granted to Mr. Pellman during 1996.

AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE

            The  following  table  sets  forth  certain  information  concerning
unexercised  options  held as of  December  31,  1996 by Mr.  Pellman.  No stock
options were exercised by Mr. Pellman during the fiscal year ended on such date.


                   AGGREGATED FISCAL YEAR-END OPTION VALUES



                          Number of Unexercised    Value of Unexercised in-the-,
                         Options at December 31,   Money Options at December 31
                                 1996(#)                   1996 ($)(1)

Name                    Exercisable/ Unexercisable    Exercisable/ Unexercisable
----                    --------------------------    --------------------------

Stuart M. Pellman                  287,500/0                  $251,562/0



____________________
(1)   Based on the closing  price of a share of Common  Stock ($.875 as reported
      by the National  Association  of Securities  Dealers  Automated  Quotation
      System on December 31, 1996).

DIRECTOR COMPENSATION

            Directors  who are not officers or employees of the Company  receive
such  compensation for their services as the Board of Directors may from time to
time  determine.  Currently,  directors  who are not  employees  of the  Company
receive a fee of $100 for each Board of Directors or committee meeting attended,
plus reasonable out-of-pocket expenses.  Directors who are officers or employees
of the  Company  are not  entitled to any  compensation  for their  service as a
director.

LONG-TERM INCENTIVE AND PENSION PLANS

            The Company does not have any long-term incentive or defined benefit
pension plans.

EMPLOYMENT AGREEMENTS

            Mr. Pellman served as President and Chief  Executive  Officer of the
Company pursuant to an employment agreement that commenced as of January 1, 1995
and terminated on December 31, 1996.  Mr. Pellman  received a base annual salary
of $200,000 during 1996. Pursuant to the terms of the employment agreement,  the
Company paid Mr.  Pellman an annual bonus equal to 5% of the  Company's  pre-tax
income up to $2,000,000  plus 6-1/2% of the Company's  pre-tax  income,  if any,
over $2,000,000.  Mr. Pellman did not receive a bonus pursuant to this clause at
the end of  December  31,  1996.  He also was not  entitled to receive any bonus
payment as a result of the consummation of the Asset Sale. In

                                       -5-

<PAGE>

addition,  Mr.  Pellman  received  the sum of  $25,000 in  consideration  of his
agreement  to enter into the  employment  agreement.  Mr.  Pellman's  employment
agreement  required  the Company to pay the premium  (not  exceeding  $4,800 per
annum) on term life  insurance in the face amount of  $1,000,000  on the life of
Mr. Pellman under policies owned by Mr. Pellman.

COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

GENERAL

            The  Compensation  and Stock Option Committee was established by the
Board of  Directors in September  1993 to make  recommendations  to the Board of
Directors regarding compensation of executive officers and administration of the
Company's 1992 Stock Option Plan. It acted one time by unanimous written consent
during 1996. Messrs.  Barrett,  Bartlett and Starbird currently serve as members
of the  Compensation and Stock Option  Committee.  Following the Asset Sale, Mr.
Barrett was elected Chief Executive Officer of the Company.

COMPENSATION PHILOSOPHY

            The Compensation and Stock Option Committee's executive compensation
philosophy  is (and the Board of  Directors  was) to base  management's  pay, in
part,  on the  achievement  of the Company's  annual and  long-term  performance
goals, to provide  competitive levels of compensation,  to recognize  individual
initiative,  achievement and length of service to the Company, and to assist the
Company in  attracting  and retaining  qualified  management.  The  Compensation
Committee also believes that the potential for equity ownership by management is
beneficial  in  aligning   management's  and  stockholders'   interests  in  the
enhancement of stockholder value.

SALARIES

            Base salaries for the Company's  executive  officers are  determined
initially  by  evaluating  the  responsibilities  of the  position  held and the
experience of the individual and by reference to the competitive marketplace for
management  talent,  including a  comparison  of base  salaries  for  comparable
positions at comparable  companies.  Annual salary adjustments are determined by
evaluating the  competitive  marketplace,  the  performance of the Company,  the
performance of the executive  particularly with respect to the ability to manage
growth of the Company,  the length of the executive's service to the Company and
any increased responsibilities assumed by the executive.

BONUSES

            The Company  from time to time will  consider the payment of bonuses
to its executive officers,  although no formal plan currently exists,  except as
provided in individual employment agreements. Bonuses would be determined based,
first,  upon the  level of  achievement  by the  Company  of its  strategic  and
operating  goals  and,  second,  upon  the  level  of  personal  achievement  by
participants.  The  achievement  of goals by the Company  includes,  among other
things,  the  performance  of the Company as  measured by return on assets.  The
achievement of personal goals includes the actual performance of the Company for
which the  executive  officer  has  responsibility  as  compared  to the planned
performance  thereof,  the  level of cost  savings  achieved  by such  executive
officer,  other  individual  contributions,  the ability to manage and  motivate
reporting  employees and the achievement of assigned  projects.  Mr. Pellman did
not receive a bonus for the year ended December 31, 1996.

                                       -6-

<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER

            Mr.  Pellman's  base salary of  $200,000  was based upon the factors
described in the "Salaries" paragraph above.

STOCK OPTION PLAN

            It is  the  philosophy  of the  Compensation  Committee  that  stock
options  should be  awarded  only to key  employees  of the  Company  to promote
long-term interests between such employees and the Company's stockholders and to
assist in the retention of such  employees.  The Stock Option  Committee did not
award any stock options to Mr. Pellman during the year ended December 31, 1996.


COMPENSATION AND STOCK OPTION COMMITTEE:  William J. Barrett,
                                          C. Scott Bartlett, Jr.
                                          Richard O. Starbird


                            COMMON STOCK PERFORMANCE

            The  following  graph  compares,  for  the  periods  indicated,  the
percentage change in the cumulative total stockholder return on the Common Stock
of the Company (the "Common Stock") with the cumulative  total return of (a) the
Nasdaq Market Index, a broad equity market index (the "Broad  Market"),  and (b)
an index  consisting of the following  publicly  traded  Miscellaneous  Business
Credit Institutions with the same Standard Industrial Classification Code (6159)
as the Company:  Allied Capital Lending Corp., Banca Quadrum S.A. de C.V. (ADR),
Financing  Federal Corp.,  First Enterprise  Financial  Group,  Inc., HPSC Inc.,
Metris  Companies  Inc.,  MLC  Holdings  Inc.,  PDS  Financial  Corp.,  Rockford
Industries Inc., Source Capital Corp., Southern Pacific Fund Corp., Student Loan
Marketing Association,  Walnut Financial Service Inc. and Winfield Capital Corp.
(the "Industry Index").


         COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG THE WESTERN
              SYSTEMS CORP., INDUSTRY INDEX AND BROAD MARKET INDEX

<TABLE>
<CAPTION>

                                                         Fiscal Year Ending
                                         ------------------------------------------------

                            1992           1992      1993       1994      1995      1996
                            ----           ----      ----       ----      ----      ----

<S>                          <C>           <C>      <C>       <C>         <C>       <C>   
The Western Systems Corp.    100           700.00   1,400.00  1,652.00    652.00    350.00

Industry Index               100           101.06      73.73     56.71    109.99    154.82

Broad Market                 100           108.21     129.80    136.28    176.76    219.66

</TABLE>



                                [GRAPH OMITTED]

                                       -7-

<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The following  table sets forth certain  information  as of April 15, 1997
with  respect to the  beneficial  ownership  of Common  Stock by (i) each person
known to the Company to be the beneficial owner of five percent or more thereof,
(ii) each director of the Company,  (iii) the Chief  Executive  Officer and (iv)
all executive officers and directors as a group. All persons identified below as
holding  options  and/or Common Stock  purchase  warrants (the  "Warrants")  are
deemed to be beneficial owners of shares of Common Stock subject to such options
or  purchasable  upon  exercise  of such  Warrants  by reason of their  right to
acquire such shares within 60 days after April 15, 1997, through the exercise of
such options and/or the Warrants.  Unless otherwise  indicated,  the address for
each person or entity listed below is the Company's principal executive office.



Name and Address                                    Shares            Percentage
of Beneficial Owner(1)                        Beneficially Owned       of Class
----------------------                        ------------------       --------

Stuart M. Pellman                                   538,480(2)           6.2%
c/o Transmedia Network Inc.
475 Sansome Street
San Francisco, California  94111

Herbert M. Gardner                                  447,254(3)           5.2%

William J. Barrett                                  691,008(4)           8.0%

MassMutual Corporate Investors                      698,707(5)           8.1%
1295 State Street
Springfield, MA 01111

C. Scott Bartlett, Jr.                               56,281(6)            *

Howard Grafman                                      144,762(7)           1.7%

Richard O. Starbird                                 110,997(8)           1.3%

Paulette W. Grafman                                  29,705(9)            *

All Directors and Executive Officers
 as a Group (7 persons)                           2,018,487(10)         23.4%


--------------------------
*     Less than 1%

(1)   All of such persons and  entities  have sole  investment  and voting power
      over the shares listed as being beneficially owned by them.

(2)   Includes (i) 287,500  shares  subject to options and (ii)  132,646  shares
      owned by an individual  retirement  account as to which Mr. Pellman is the
      beneficiary (including 8,823 shares underlying Warrants).


                                       -8-

<PAGE>
(3)   Includes  (i)  6,000  shares  underlying  Warrants,   (ii)  42,321  shares
      beneficially  owned  by  Mr.  Gardner's  spouse  (including  7,352  shares
      underlying Warrants), (iii) 8,333 shares owned by an individual retirement
      account  as to which Mr.  Gardner  is the  beneficiary,  and (iv)  256,298
      shares owned by Mr.  Gardner's  qualified  plan  (including  22,058 shares
      underlying  Warrants).  Mr. Gardner disclaims  beneficial ownership of the
      shares beneficially owned by the members of his family.

(4)   Includes  (i) 38,705  shares  underlying  Warrants,  (ii)  137,860  shares
      beneficially  owned  by Mr.  Barrett's  spouse  (including  17,646  shares
      underlying  Warrants),  and (iii)  405,597  shares owned by Mr.  Barrett's
      qualified plan (including 44,117 shares underlying Warrants).  Mr. Barrett
      disclaims  beneficial  ownership of the shares  beneficially  owned by the
      members of his family.

(5)   Based upon  Amendment  No. 1 dated June 5, 1995 to a Statement on Schedule
      13G  filed  with  the  Commission  by  MassMutual   Corporate   Investors,
      MassMutual  Participation Partners and MassMutual Corporate Value Partners
      in which the three entities indicate that they may be regarded as a group.
      MassMutual  Corporate  Investors,  MassMutual  Participation  Partners and
      MassMutual Corporate Value Partners  beneficially own 405,590,  54,000 and
      56,000 shares of Common Stock respectively. MassMutual Corporate Investors
      also holds Warrants to purchase  183,117 shares of Common Stock,  of which
      it may be deemed the beneficial  owner. The Boards of Directors of each of
      MassMutual  Corporate  Investors,  MassMutual  Participation  Partners and
      MassMutual  Corporate Value Partners have sole investment and voting power
      over the  respective  securities  of the Company held by each such entity.
      MassMutual Corporate Investors and MassMutual  Participation  Partners are
      each closed-end mutual funds whose shares are traded on the New York Stock
      Exchange.

(6)   Includes (i) 8,399 shares held jointly with Mr.  Bartlett's  spouse,  (ii)
      36,000  shares  subject  to  options  and (iii)  5,882  shares  underlying
      Warrants held jointly with Mr. Bartlett's spouse.

(7)   Includes  (i)  6,000  shares  subject  to  options,   (ii)  17,205  shares
      underlying   Warrants   and  (iii)  5,000   shares  held  by  Radio  First
      International, Inc., of which Mr. Grafman is a principal stockholder. Does
      not include shares reported as beneficially owned by Paulette W. Grafman.

(8)   Includes  (i) 16,000  shares  subject to options,  and (ii) 14,705  shares
      underlying Warrants.

(9)   Includes  4,705  shares  underlying  Warrants.  Does  not  include  shares
      reported as beneficially owned by Howard Grafman.

(10)  Includes an  aggregate  of 345,500  shares  subject to options and 370,315
      shares underlying Warrants.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            Not applicable.


                                       -9-

<PAGE>

                                  SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) 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.


                                  THE WESTERN SYSTEMS CORP.


Date:  April 29, 1997              /s/ William J. Barrett
                                   ------------------------------------
                                   William J. Barrett
                                   Chief Executive Officer and Director
                                   (Principal Executive Officer)