SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
4
MARK ONE:
[X]      Annual Report under Section 13 or 15(d) of the Securities  Exchange Act
         of 1934 [Fee Required] For the fiscal year ended December 31, 1995

[        ]  Transition  Report  under  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934 [No Fee Required] For the  transition  period from
         _________________ to _________________.

                          Commission file number 1-7986

                          KENT FINANCIAL SERVICES, INC.
                 (Name of small business issuer in its charter)

        Delaware                                          75-1695953
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

           376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
             (Address of principal executive offices with Zip Code)

Issuer's telephone number, including area code   (908) 234-0078

Securities  registered  under  Section  12(b)  of  the
Exchange Act:

                                      NONE

Securities  registered  under  Section  12(g)  of  the
Exchange Act:

                     Common Stock, par value $.10 per share

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X   No ____

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained  to  the  best  of  registrant's  knowledge  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         Issuer's  revenues  for the fiscal  year ended  December  31, 1995 were
approximately $12,345,000.

         At February  29,  1996,  there were  1,052,865  shares of common  stock
outstanding.   The  aggregate   market  value  of  the  voting  shares  held  by
non-affiliates  of the registrant,  based on the closing bid price of such stock
on such date as reported by NASDAQ, was approximately $3,200,000.

         Transitional Small Business Disclosure Format  Yes _____  No X


<PAGE>

                                     PART I


Item 1.  DESCRIPTION OF BUSINESS

GENERAL

         The principal business of Kent Financial Services,  Inc. (the "Company"
or "Kent") is the  operation  of its  wholly-owned  subsidiary,  T.R.  Winston &
Company, Inc.  ("Winston"),  a securities  broker-dealer  licensed in all states
(except  Alaska)  and  Washington  D.C.  Winston  is a  member  of the  National
Association of Securities  Dealers,  Inc., the Pacific Stock Exchange,  Inc. and
the Securities Investor Protection  Corporation.  All clearing  arrangements for
Winston  are  conducted  pursuant  to  an  agreement  with  an  unrelated  major
broker-dealer  which is a member of the New York Stock  Exchange,  Inc.  Winston
conducts  various  activities  customary for  broker-dealers  of comparable size
including  buying  and  selling  securities  for  customer   accounts,   trading
securities  in the  over-the-counter  market  and  providing  various  corporate
finance  services  including   underwritings,   private   placements,   mergers,
acquisitions and similar transactions. As of December 31, 1995, Winston's equity
capital was $1.1  million,  all of which was  advanced by Kent or  generated  by
Winston's earnings.

         The  Company   also   provides,   through   its  direct  and   indirect
subsidiaries,  investment  advisory  services.  To date,  fees  from  investment
advisory  services have not been material.  The subsidiaries were funded with an
initial  capital  contribution of $5.0 million in February 1991. At December 31,
1995, the combined equity capital of the subsidiaries  was $11.4 million.  These
subsidiaries have no debt.

AMERICAN METALS SERVICE, INC.

         In  July  1992,  the  Company,   through  its  indirect,   wholly-owned
subsidiary,  purchased  1,055,005  shares  of the  common  stock  ("Shares")  of
American Metals Service,  Inc. ("AMTS"), a public company which had been engaged
in the wholesale  distribution  of aluminum  alloys,  steel and other  specialty
metals but had  determined  to  liquidate  its assets.  The AMTS  Shares,  which
represented  approximately  52% of outstanding AMTS common stock, were purchased
for $958,000 or $.91 per Share. After the purchase,  AMTS proceeded to liquidate
its assets and currently has a net worth of  approximately $2 million ($1.02 per
share)  which  consists of cash and cash  equivalents.  AMTS has been seeking an
operating business.

         On December 15, 1994, the Company distributed approximately 1.1 million
of its AMTS Shares (the "Distribution") to the Company's  stockholders of record
on December 12, 1994 (the "Record  Date").  In the  Distribution,  every Company
stockholder received one AMTS Share for each share of the Company's common stock
held by such stockholder on the Record Date.  The Distribution was a non-taxable
distribution.

         AMTS is currently trading on the Over-the-Counter Bulletin Board Market
under the symbol "AMTS".




<PAGE>

EMPLOYEES

         As of December 31, 1995, the Company and its  subsidiaries  employed 46
people of whom 36 are registered securities brokers.

ENVIRONMENTAL MATTERS - TEXAS AMERICAN PETROCHEMICALS, INC.

         See "Item 3. LEGAL PROCEEDINGS - Environmental Matters - Texas American
Petrochemicals, Inc."


Item 2.  DESCRIPTION OF PROPERTY

CORPORATE AND BRANCH OFFICES

         The  Company  and  certain  of  its  affiliates  occupy  the  Company's
corporate  office building and share direct occupancy costs. The office building
is  collateral  for a mortgage  loan with a balance of $580,000 at December  31,
1995, bearing interest on that date at the rate of 7.05% per annum.

          Effective  February  1,  1994,  an  affiliate  entered  into  a  lease
agreement  with  the  Company for office  space  for a five-year period.   The
Company's  aggregate  rental income from these arrangements was $44,000 in 1995
and $45,000 in 1994.  Prior to February  1994,  the offices  were  leased on a
month-to-month  basis.  Winston  opened  an office  in  New York City in  1992
pursuant to a sub-sublease agreement expiring on June 29, 1996.  Winston plans
to dispose of its New York City office effective March 31, 1996, and the lease
will not be  renewed.  Winston leases space for its other offices on a month-to-
month basis.

IDLE REFINERY PROPERTIES

         A  discontinued  crude oil refinery site comprised of 79 acres is owned
by Texas American  Petrochemicals,  Inc. ("TAPI"), a wholly-owned  subsidiary of
the Company, and is located near West Branch,  Michigan.  The site has been idle
since 1983 and substantially all of the processing units and equipment have been
sold. TAPI also owns  approximately 9 acres near  Midlothian,  Texas,  that was,
until  1976,  the  site  of a  waste  oil  recycling  facility.  Because  of the
environmental matters noted below, the value of these locations is negligible.





<PAGE>

Item 3.  LEGAL PROCEEDINGS

ENVIRONMENTAL MATTERS - TEXAS AMERICAN PETROCHEMICALS, INC.

TEXAS WATER COMMISSION

         In  January  1988,  pursuant  to Section  13 of the Texas  Solid  Waste
Disposal Act, the Texas Water Commission  ("TWC") listed on the Texas Register a
site  identified  by  the  TWC as the  "Texas  American  Oil  Site"  located  in
Midlothian,  Ellis County,  Texas as a hazardous  waste  facility.  The site was
owned by  Texas  American  Oil  Corporation  ("TAO"),  a  formerly  wholly-owned
subsidiary of the Company,  prior to ownership  being  transferred to TAPI. TAPI
has been  notified by the TWC that TAPI is a potentially  responsible  party
("PRP") for the site.  Early in 1990, TAPI declined a request by the TWC to 
perform a remedial investigation at the site.  The TWC has not issued an 
Administrative Order or instituted a formal  proceeding.  TAPI has notified the 
TWC that TAPI has limited financial resources.

MICHIGAN DEPARTMENT OF NATURAL RESOURCES

         In April 1989, TAPI was formally notified that the Michigan  Department
of Natural  Resources deemed TAPI a responsible party in connection with alleged
environmental problems at a site owned by TAPI.

         In the fourth quarter of 1994 TAPI entered into a consent judgment with
the State of Michigan.  The consent judgment provides for the payment by TAPI of
approximately  $450,000 to satisfy TAPI's alleged  liability for past and future
costs  incurred  and to be  incurred  by the State of  Michigan  in  undertaking
remedial  environmental  activities at TAPI's former  refinery site in Michigan.
Under the terms of the  settlement,  TAPI paid $90,000 in the fourth  quarter of
1994 and  $45,000 in 1995.  The  Company is  required  to pay  $45,000 in annual
installments  through the year 2002  without  interest.  The Company  joined the
consent judgment for the sole purpose of assuring payments by TAPI. Neither TAPI
nor the Company admitted any liability.

OTHER ENVIRONMENTAL MATTERS

         TAPI has been identified as a PRP at two waste disposal sites operated
by unrelated  parties.  In the past,  TAPI had participated in the PRP group 
investigating the sites and at one site reviewing government remediation. TAPI
is currently evaluating its continued participation in this effort.

         The Company  believes  that it should have no liability  in  connection
with TAPI's environmental matters.




<PAGE>

OTHER

         The Company may be involved from time to time in various lawsuits which
arise in the ordinary  course of business and the outcome of which,  if adverse,
would not have a material impact on the business of the Company.

TAX EXAMINATION

         An examination of the Company's consolidated federal income tax returns
for the years 1988 through 1991 was  completed by the Internal  Revenue  Service
("IRS") in 1994. In the written  examination report dated January 10, 1994 which
was enclosed with a thirty-day  letter dated January 13, 1994,  the IRS proposed
tax deficiencies  and penalties for the years under audit of approximately  $8.2
million.  The Company filed a written  protest of the IRS's  examination  report
with the Appeals Office within the IRS on March 18, 1994.  After the protest was
filed,  the Appeals  Office sent the case to the  Examining  Agent for a further
review of certain of the issues  involved.  On January 30,  1995,  a request was
made by the Company to move the case back to the IRS Appeals Office.

         On or  about  September  26,  1995,  the  Company  received  a  revised
examination  report which increased the proposed tax  deficiencies and penalties
for the years under audit to $10.7 million. The accrued interest to date on this
amount is approximately  $9.8 million.  The Company has retained tax counsel and
intends to continue to vigorously contest the proposed adjustments.

         In the event that the IRS  prevails  with respect to one or more of the
tax adjustments proposed in this audit, it is possible that the Company would be
deemed to have accumulated earnings and profits and that all or a portion of the
distribution  of the AMTS  Shares  would be  taxable  to the  stockholders  as a
dividend (as discussed in "Item 1. - DESCRIPTION OF BUSINESS").  In the unlikely
event that the tax deficiencies,  penalties and interest  ultimately found to be
due in  connection  with this audit were to exceed the net worth of the Company,
it is possible that the IRS would seek to reclaim the AMTS Shares distributed to
the  stockholders  as a preferential  payment.  The Company,  however,  does not
expect the tax deficiencies,  penalties and interest  ultimately found to be due
to reach that level. In fact, the Company believes that the ultimate  resolution
of the  issues  involved  in this  audit  will  likely  result in a  substantial
reduction of the adjustments (and,  hence, the tax  deficiencies,  penalties and
interest)  at  issue  in  the  audit  and,  therefore,  that  neither  of  these
possibilities  would be likely to occur.  The Company is unable to estimate  the
reduction of the tax  deficiencies,  penalties  and interest and the actual loss
resulting from the examination, if any.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The  Company  held its  Annual Meeting of  Stockholders on November  3,
1995.  Management's  nominees,  Messrs.  Paul O. Koether,  Mathew E. Hoffman, 
Casey K. Tjang and M. Michael Witte, were elected to the Board of Directors.


<PAGE>

         The following is a vote tabulation for all nominees:

<TABLE>
<CAPTION>
                                              FOR              WITHHELD
                                            -------            --------   
                  <S>                       <C>                 <C>      
                  Paul O. Koether .......   764,855             8,135
                  Mathew E. Hoffman .....   764,763             8,227
                  Casey K. Tjang ........   764,878             8,112
                  M. Michael Witte ......   764,855             8,135
                  Brian Abrams<F1> ......    12,934              --

<FN>
<F1> Nominated from the floor.
</FN>
</TABLE>




<PAGE>

                                     PART II


Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  Company's  common stock trades on the National  Association  of  Securities
Dealers,  Inc. Automated Quotations System ("NASDAQ") Small Cap Market under the
symbol "KENT".

         The table below lists the high and low bid prices for the common  stock
as  reported  by  NASDAQ  for the  periods  indicated.  These  prices  represent
quotations  between  dealers and do not include  retail  markups,  markdowns  or
commissions, and may not represent actual transactions.

<TABLE>

<CAPTION>                                           
Calendar Quarter:

         1995                                   High               Low
         ----                                   ----               ---
         <S>                                   <C>               <C>  
         First Quarter .....................   $ 4 1/2           $ 3 1/2
         Second Quarter ....................   $ 6               $ 3 1/2
         Third Quarter .....................   $ 7               $ 5 1/4
         Fourth Quarter ....................   $ 7 1/2           $ 5 5/8

         1994                                   High               Low
         ----                                   ----               ---   
         First Quarter .....................   $ 5 1/2           $ 5 1/4
         Second Quarter ....................   $ 5 1/4           $ 5 1/4
         Third Quarter .....................   $ 5 1/4           $ 5 1/4
         Fourth Quarter ....................   $ 5 1/4           $ 4 1/2
</TABLE>

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

         As  of  February  29,  1996,  the  Company  had   approximately   1,600
stockholders of record of its common stock.

The Company  distributed  shares of common  stock of AMTS held by the Company to
stockholders  of  record  of the  Company  on  December  12,  1994  (See Item 1.
DESCRIPTION OF BUSINESS - American Metals Service, Inc.)

         The Company  does not  anticipate  paying  additional  dividends in the
foreseeable future.





<PAGE>

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

         At  December  31,  1995,  the Company  had  consolidated  cash and cash
equivalents of approximately $8.3 million. The cash equivalents, which were U.S.
Treasury  bills  with  maturities  of  three  months  or  less,  had a yield  of
approximately 5.3%. The Company held marketable securities with market values of
$5.6  million at December 31, 1995.  At that same date the  Company's  long-term
debt consisted of a mortgage note on the Company's  headquarters facility with a
remaining principal amount of approximately  $580,000.  The loan currently bears
interest  at the rate of 7.05% and has a term of five years with principal 
payments  amortized  over  twenty  years.  An  additional   principal reduction
of $146,000 was made in March 1995 in connection with a refinancing of the 
mortgage  note in 1994 to  obtain  the  current  terms.  See  Note 6 of  Notes
to Consolidated  Financial  Statements.  The Company believes that its liquidity
is adequate for future operations.

         During 1995, the Company  repurchased 24,468 shares of its common stock
for  an  aggregate  cost  of  approximately   $127,000.  In  1994,  the  Company
repurchased  34,320  shares for an  aggregate  purchase  price of  approximately
$166,000 of which $99,000 was due and paid in January 1995. All shares  acquired
were  purchased  at market  prices and have been  canceled  and  returned to the
status of authorized and unissued shares.

DISTRIBUTION OF AMTS

         In  July  1992,  the  Company,   through  its  indirect,   wholly-owned
subsidiary,  purchased  1,055,005  shares  of the  common  stock  ("Shares")  of
American Metals Service,  Inc. ("AMTS"), a public company which had been engaged
in the wholesale  distribution  of aluminum  alloys,  steel and other  specialty
metals but had  determined  to  liquidate  its assets.  The AMTS  Shares,  which
represented  approximately  52% of outstanding AMTS common stock, were purchased
for $958,000 or $.91 per Share. After the purchase,  AMTS proceeded to liquidate
its assets and  currently  has a net worth of  approximately  $2.0 million which
consists  of cash and cash  equivalents.  AMTS has  been  seeking  an  operating
business.

         On December 15, 1994, the Company distributed approximately 1.1 million
of its AMTS Shares (the "Distribution") to the Company's  stockholders of record
on December 12, 1994 (the "Record  Date").  In the  Distribution,  every Company
stockholder  received one AMTS Share for each of the Company's common stock held
by such stockholder on the Record Date.  The Company determined that the
Distribution was a non-taxable distribution.

ENVIRONMENTAL MATTERS

         In  January  1988,  pursuant  to Section  13 of the Texas  Solid  Waste
Disposal Act, the Texas Water Commission  ("TWC") listed on the Texas Register a
site  identified  by  the  TWC as the  "Texas  American  Oil  Site"  located  in
Midlothian, Ellis County, Texas as a hazardous



<PAGE>

waste facility.  The site was owned by Texas American Oil Corporation ("TAO"), a
formerly  wholly-owned  subsidiary  of the  Company,  prior to  ownership  being
transferred  to  TAPI.  TAPI  has  been  notified  by the  TWC  that  TAPI  is a
Potentially Responsible Party ("PRP") for the site.  Early in 1990, TAPI 
declined a request by the TWC to perform a remedial investigation at the site.
The TWC has not issued  an  Administrative Order or instituted a formal pro-
ceeding.  TAPI has notified the TWC that TAPI has limited financial resources.

         In April 1989, TAPI was formally notified that the Michigan  Department
of Natural  Resources deemed TAPI a responsible party in connection with alleged
environmental problems at a site owned by TAPI.

         In the fourth quarter of 1994 TAPI entered into a consent judgment with
the State of Michigan.  The consent judgment provides for the payment by TAPI of
approximately  $450,000 to satisfy TAPI's alleged  liability for past and future
costs  incurred  and to be  incurred  by the State of  Michigan  in  undertaking
remedial  environmental  activities at TAPI's former  refinery site in Michigan.
Under the terms of the  settlement,  TAPI paid $90,000 in the fourth  quarter of
1994 and  $45,000 in 1995.  The  Company is  required  to pay  $45,000 in annual
installments  through the year 2002  without  interest.  The Company  joined the
consent judgment for the sole purpose of assuring payments by TAPI. Neither TAPI
nor the Company admitted any liability.

         TAPI has been identified as a PRP at two waste disposal sites operated 
by unrelated  parties.  In the past,  TAPI had participated in the PRP group  
investigating the sites and at one site reviewing government remediation. TAPI 
is currently evaluating its continued participation in this effort.

         The Company  believes  that it should have no liability  in  connection
with TAPI's environmental matters.

RESULTS OF OPERATIONS

         The Company had net income in 1995 of  $1,841,000,  or $1.73 per share,
compared to a net loss of $471,000,  or $.43 per share, in 1994. Total brokerage
income was $8.6  million in 1995,  an  increase  of $.7  million or 9% from 1994
brokerage income of $7.9 million.  Brokerage  expenses  (including all fixed and
variable expenses)  increased by $.3 million, or 5% from $5.5 million in 1994 to
$5.8  million  in  1995.  The  net  brokerage  income  of $2.8  million  in 1995
represented an increase of $.3 million,  or 12% from the net brokerage income of
$2.5 million in 1994. Net investing gains were $2.4 million in 1995, an increase
of $2.3 million from the gains recorded in 1994 of $.1 million. The increases in
revenues  reflect  variations in investment  portfolio  composition,  as well as
market conditions in the last two years.

         Interest,  dividend  and other  income  was $1.3  million  in 1995,  an
increase  of $.4  million  from  the $.9  million  recorded  in  1994.  This was
principally  due to an increase  in  investable  balances in 1995 and  portfolio
composition.




<PAGE>

         General  and  administrative  expenses  were $4.0  million in 1995,  an
increase of  approximately  $.3 million or 8% from the $3.7 million  recorded in
1994. The increase is  primarily attributable  to  costs associated  with  the
disposal of the New York office of Winston on March 31, 1996.

         Interest  expense  was  approximately  $.4  million in 1995  versus $.2
million  in 1994,  an  increase  of $.2  million.  This  increase  was due to an
increase in Winston's average debit balance at its clearing broker-dealer.

INCOME TAXES

         An examination of the Company's consolidated federal income tax returns
for the years 1988 through 1991 was  completed by the Internal  Revenue  Service
("IRS") in 1994. In the written examination report dated January 10, 1994, which
was enclosed with a thirty-day  letter dated January 13, 1994,  the IRS proposed
tax deficiencies  and penalties for the years under audit of approximately  $8.2
million.  The Company filed a written  protest of the IRS's  examination  report
with the Appeals Office within the IRS on March 18, 1994.  After the protest was
filed,  the Appeals  Office sent the case to the  Examining  Agent for a further
review of certain of the issues  involved.  On January 30,  1995,  a request was
made by the Company to move the case back to the IRS Appeals Office.

         On or  about  September  26,  1995,  the  Company  received  a  revised
examination  report which increased the proposed tax  deficiencies and penalties
for the years under audit to $10.7 million. The accrued interest to date on this
amount is approximately  $9.8 million.  The Company has retained tax counsel and
intends to continue to vigorously contest the proposed adjustments.

         In the event that the IRS  prevails  with respect to one or more of the
tax adjustments proposed in this audit, it is possible that the Company would be
deemed to have accumulated earnings and profits and that all or a portion of the
distribution  of the AMTS  Shares  would be  taxable  to the  stockholders  as a
dividend (as discussed in "Item 1. - DESCRIPTION OF BUSINESS").  In the unlikely
event that the tax deficiencies,  penalties and interest  ultimately found to be
due in  connection  with this audit were to exceed the net worth of the Company,
it is possible that the IRS would seek to reclaim the AMTS Shares distributed to
the  stockholders  as a preferential  payment.  The Company,  however,  does not
expect the tax deficiencies,  penalties and interest  ultimately found to be due
to reach that level. In fact, the Company believes that the ultimate  resolution
of the  issues  involved  in this  audit  will  likely  result in a  substantial
reduction of the adjustments (and, hence, the tax deficiencies, penalties and
interest) at issue in the audit and, therefore, that neither of these possibili-
ties would be likely to occur. The Company is unable to estimate the reduction 
of the tax  deficiencies,  penalties and interest and the actual loss resulting
from the examination, if any.






<PAGE>

Item 7.   FINANCIAL STATEMENTS

         The financial statements filed with this item are listed below:

         Report of Independent Accountants
         Financial Statements:
                  Consolidated Balance Sheet - December 31, 1995
                  Consolidated Statements of Operations -
                           Years ended December 31, 1995 and 1994
                  Consolidated Statements of Cash Flows -
                           Years ended December 31, 1995 and 1994
                  Consolidated Statements of Stockholders' Equity -
                           Years ended December 31, 1995 and 1994
                  Notes to Consolidated Financial Statements




<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders of
         Kent Financial Services, Inc.:

     We have audited the accompanying  consolidated financial statements of Kent
Financial  Services,  Inc. and  Subsidiaries as listed in Part II-Item 7 of this
Form 10-KSB.  These consolidated  financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the consolidated financial position of Kent Financial
Services,  Inc. and  Subsidiaries  as of December 31, 1995 and the  consolidated
results of their  operations  and their cash flows for the years ended  December
31, 1995 and 1994 in conformity with generally accepted accounting principles.




COOPERS & LYBRAND L.L.P.


Princeton, New Jersey
March 26, 1996



<PAGE>

<TABLE>
                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS


                                 ($000 Omitted)



<CAPTION>
                                                       December 31,
                                                           1995
                                                       ------------
         <S>                                             <C> 
         Cash and cash equivalents ....................   $ 8,259
         Marketable securities ........................     5,620
         Net receivable from clearing broker ..........       601

         Property and equipment:
           Land and building ..........................     1,440
           Leasehold and improvements .................       228
           Office furniture and equipment .............       425
                                                          -------
                                                            2,093
           Accumulated depreciation ...................  (    668)
                                                          -------
           Net property and equipment .................     1,425
                                                          -------

         Other assets .................................       428
                                                          -------
                  Total assets ........................   $16,333
                                                          =======

                   See accompanying notes to consolidated
                             financial statements.

</TABLE>

<PAGE>

<TABLE>
                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                 ($000 Omitted)


<CAPTION>
                                                               December 31,
                                                                   1995
                                                               ------------
         <S>                                                   <C> 
         Liabilities:
           Accounts payable .................................   $     98
           Accrued expenses .................................      1,833
           Marketable securities sold, not yet purchased ....        460
           Long-term debt ...................................        580
           Discontinued operations ..........................        510
                                                                --------
             Total liabilities ..............................      3,481
                                                                --------

         Contingent liabilities

         Stockholders' equity:
           Preferred stock without par value,
             500,000 shares authorized; 
             none issued ....................................          -
           Common stock, $.10 par value,
             4,000,000 shares authorized;
             1,053,030 issued and outstanding ...............        105
           Additional paid-in capital .......................     15,473
           Accumulated deficit ..............................  (   2,726)
                                                                --------
             Total stockholders' equity .....................     12,852
                                                                --------
             Total liabilities and stockholders' equity .....   $ 16,333
                                                                ========


                     See accompanying notes to consolidated
                             financial statements.
</TABLE>



<PAGE>

<TABLE>
                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                     ($000 Omitted, except per
                                                            share data)
                                                       Year ended December 31,
                                                     -------------------------
                                                      1995              1994
                                                     ------            ------
<S>                                                  <C>             <C>
Revenues:
  Brokerage commissions and fees ..................  $ 4,008          $ 3,922
  Net broker-dealer inventory gains ...............    4,586            4,015
  Net investing gains .............................    2,408               72
  Interest, dividends and other ...................    1,343              899
                                                     -------          -------
                  Total revenues ..................   12,345            8,908
                                                     -------          -------

Expenses:
  Brokerage .......................................    5,770            5,472
  General, administrative and other ...............    4,020            3,721
  Interest ........................................      406              181
                                                     -------          -------
                  Total expenses ..................   10,196            9,374
                                                     -------          -------

Earnings (loss) before income taxes ...............    2,149         (    466)
Income taxes ......................................      308                5
                                                     -------          -------
Net earnings (loss) ...............................  $ 1,841         ($   471)
                                                     =======          =======

Net earnings (loss) per common share  .............  $  1.73         ($   .43)
                                                     =======          =======

Weighted average number of common shares
  outstanding (in 000's) ..........................    1,064            1,089
                                                     =======          =======

                     See accompanying notes to consolidated
                             financial statements.
</TABLE>








<PAGE>

<TABLE>
                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 ($000 Omitted)
<CAPTION>
                                                                Year Ended December 31,
                                                               -----------------------
                                                                1995             1994
                                                               ------           ------
<S>                                                         <C>             <C> 
Cash flows from operating activities:
    Net earnings (loss) ...................................  $ 1,841         ($    471)
    Adjustments:
        Depreciation and amortization .....................      200                25
        Unrealized loss (gain) on marketable securities ... (    233)              356
        Change in marketable securities and
           U.S. Treasury securities .......................    2,853         (   2,841)
        Change in net receivable from clearing broker ..... (    347)            1,251
        Change in interest receivable ..................... (      1)        (      52)
        Change in accounts payable and accrued expenses ...      317         (     258)
        Change in accrued income taxes ....................      229         (       9)
        Other, net ........................................       91         (      93)
                                                             -------          --------
        Net cash provided by (used in) operating
          activities ......................................    4,950         (   2,092)
                                                             -------          --------

Cash flows from investing activities:
    Additional investment in former majority-owned
      subsidiary ..........................................        -         (      46)
    Effect of distribution of former majority-owned
        subsidiary ........................................        -         (   1,823)
    Purchase of fixed assets .............................. (     31)        (      30)
    Loans to employees .................................... (    103)                -
    Other .................................................        1                 -
                                                             -------          --------
        Net cash used in investing activities ............. (    133)        (   1,899)
                                                             -------          --------

Cash flows from financing activities:
    Purchase of common stock and stock options............. (    165)        (      67)
    Exercise of stock options .............................        -                76
    Payments on debt ...................................... (    184)        (      51)
                                                             -------          --------
        Net cash used in financing activities ............. (    349)        (      42)
                                                             -------          --------

Net increase in cash and cash equivalents .................    4,468         (   4,033)
Cash and cash equivalents at beginning of period ..........    3,791             7,824
                                                             -------          --------
Cash and cash equivalents at end of period ................  $ 8,259          $  3,791
                                                             =======          ========

Supplemental Disclosures of Cash Flow Information:
    Cash paid for:
        Interest expense ..................................  $   406          $    181
        Taxes .............................................       38                28

                     See accompanying notes to consolidated
                             financial statements.

</TABLE>



<PAGE>

<TABLE>
                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                 ($000 Omitted)


<CAPTION>
                                                                              Additional                              Total
                                                               Common           Paid-In        Accumulated        Stockholders'
                                                                Stock           Capital          Deficit             Equity
                                                               ------         ----------       -----------        -------------
<S>                                                            <C>             <C>              <C>                 <C>           
Balance, December 31, 1993 ..................................   $ 109           $16,709         ($ 4,096)            $12,722

Repurchase and cancellation
  of common stock ...........................................  (    3)         (    163)               -            (    166)

Exercise of stock options ...................................       2                74                -                  76

Stock distribution of AMTS
  (former majority-owned
  subsidiary) ...............................................       -          (    985)               -            (    985)

Net loss    .................................................       -                 -         (    471)           (    471)
                                                              -------           -------          -------             -------

Balance, December 31, 1994 ..................................     108            15,635         (  4,567)             11,176

Repurchase and cancellation of
 common stock and stock options .............................  (    3)         (    162)               -            (    165)

Net income ..................................................       -                 -            1,841               1,841
                                                                -----           -------          -------             -------

Balance, December 31, 1995 ..................................   $ 105           $15,473         ($ 2,726)            $12,852
                                                                =====           =======          =======             =======


                     See accompanying notes to consolidated
                             financial statements.

</TABLE>







<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     Years Ended December 31, 1995 and 1994


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION

         The consolidated  financial  statements  include the accounts of the 
Company and its wholly-owned subsidiaries,  T.R. Winston & Company, Inc. 
("Winston"),  Texas American Petrochemicals,  Inc. ("TAPI") and Asset Value
Management, Inc. ("AVM") and its respective subsidiaries, Asset Value Fund
Limited Partnership ("AVF"), a limited  partnership,  and Asset Value Holdings,
Inc.("AVH").  The results of operations  and net cash flows of American  Metals
Service,  Inc.  ("AMTS") are included in the consolidated  financial  statements
until the distribution  date (see Note 9 of Notes to Consolidated  Financial 
Statements). AMTS had a net loss of $6,000 in 1994. All significant intercompany
transactions and balances have been eliminated in consolidation. TAPI is 
inactive.

         CASH EQUIVALENTS

         The Company  considers as cash  equivalents all short-term  investments
with a maturity of three months or less when purchased,  which are highly liquid
and are readily  exchangeable  for cash at amounts  equal to their stated value.
Cash equivalents at December 31, 1995 are U.S. Treasury Bills.

         MARKETABLE SECURITIES

         All securities  transactions  and the related revenues and expenses are
accounted for on the trade-date basis. The effect of all unsettled  transactions
for the period is accrued in the consolidated financial statements.

         On January 1, 1994, the Company  adopted the provisions of Statement of
Financial   Accounting  Standards  ("SFAS")  No.  115,  Accounting  for  Certain
Investments in Debt and Equity Securities. SFAS 115 requires certain investments
to be categorized as either "Trading, Available-for-Sale,  or Held to Maturity".
At December 31, 1995, the Company's investments were classified as "Trading" and
stated at fair market value.  There was no effect on income from the adoption of
this standard.

         Marketable  securities  owned by the Company and its  subsidiaries  are
recorded at market  value and the net change in market  value is included in the
consolidated  statement  of  operations.  Cost  is  determined  on  a  first-in,
first-out basis for computing realized gains or losses on the sale of marketable
securities.




<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


         PROPERTY AND EQUIPMENT

         The Company records all property and equipment at cost. Depreciation is
computed using the  straight-line  method over the estimated useful lives of the
individual  assets  ranging from five to thirty-four  years.  Gains or losses on
dispositions of property and equipment are included in operating results.

         INCOME TAX

         The Company  adopted  Statement of Financial  Accounting  Standards No.
109,  "Accounting for Income Taxes" ("SFAS 109") effective January 1, 1993. SFAS
109  requires an asset and  liability  approach  for the  accounting  for income
taxes.

         NET EARNINGS (LOSS) PER COMMON SHARE

         Net earnings  (loss) per common share is based on the weighted  average
number of shares  outstanding  adjusted  for the  assumed  conversion  of shares
issuable upon exercise of options where appropriate.

         RECLASSIFICATIONS

         Certain  reclassifications were made to the 1994 consolidated financial
statements  to  conform  to  classifications   in  the  consolidated   financial
statements   as  of  and  for  the  year  ended   December   31,   1995.   These
reclassifications  had no effect on the results of operations  or  stockholders'
equity for that period.

         ESTIMATES

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

2.       SECURITIES BROKERAGE BUSINESS

         The  Company's  business is comprised  principally  of the operation of
Winston,  a  wholly-owned  subsidiary,  and the management of AVF, an investment
partnership.  Winston is a licensed securities  broker-dealer and is a member of
the  National  Association  of  Securities  Dealers,  Inc.,  the  Pacific  Stock
Exchange,  Inc.  and  the  Securities  Investor  Protection   Corporation.   All
safekeeping,   cashiering,  and  customer  account  maintenance  activities  are
provided by an unrelated broker-dealer, Bear Stearns Securities Corporation, 
under a clearing agreement.




<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


         Pursuant to the net capital provisions of Rule 15c3-1 of the Securities
Exchange Act of 1934, Winston is required to maintain a minimum net capital,  as
defined, of $146,000. At December 31, 1995, Winston had net capital, as defined,
of $358,963  which was  $212,963 in excess of the  required  minimum.  Winston's
ratio of aggregate indebtedness to net capital, as defined, was 1.52 to 1.

3.       SECURITIES OWNED AND SECURITIES SOLD NOT YET PURCHASED

         Securities  owned and securities sold not yet purchased  consist of the
following at quoted market prices:
<TABLE>
<CAPTION> 
                                                       In 000's
                                                       --------
                                                                  Sold
                                                                 Not Yet
                                              Owned             Purchased
                                              -----             ---------
         <S>                                  <C>                  <C>
         Marketable equity securities ....... $5,478               $ 460
         Mutual funds .......................    142                   -
                                              ------               -----

         Aggregate market ................... $5,620               $ 460
                                              ======               =====

</TABLE>

4.       LEASE COMMITMENTS

         Winston  leases  its New  York  office  facility  from an  unaffiliated
landlord under the terms of a noncancellable lease expiring in 1996. In addition
to base rent and utilities,  the lease requires Winston to pay its proportionate
share of annual  increases in certain of the lessor's  building costs as defined
in the lease agreement.

         Winston  subleases  part of its  premises  at one  location  to several
subtenants  under sublease  terms  substantially  equivalent to Winston's  lease
agreement.   Rental  income  under  these   agreements  in  1995  and  1994  was
approximately $61,000 in each year.

         Aggregate  net rent  expense for the years ended  December 31, 1995 and
1994 was  approximately  $195,000 and  $193,000,  respectively.  Future minimum
rental requirements under terms of Winston's noncancelable leases are approxi-
mately $99,000 in 1996.

5.       INCOME TAXES

         The Company utilizes the asset and liability method of Statement of 
Financial  Accounting  Standards No. 109 ("SFAS 109") to account for its income
taxes.  Under the asset and liability  method,  deferred income taxes are 
recognized for the tax consequences of "temporary  differences" by applying
enacted statutory tax rates applicable to future years to differences between


<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



the  financial  statement carrying  amounts and the tax bases of existing assets
and liabilities.  Due to the uncertainty of realizing its deferred tax asset, a
valuation allowance of an equal amount is maintained.  For the year ended
December 31, 1995, the valuation allowance decreased by $787,000.

         The components of income tax expense were as follows:
<TABLE>
<CAPTION>
                                                       ($000 Omitted)
                                                  Year Ended December 31,
                                                ---------------------------
                                                1995                   1994
                                                ----                   ----
                  <S>                        <C>                    <C>
                  Federal:
                    Current ...............  $     132              $       -
                    Deferred ..............          -                      -
                                             ---------              ---------
                                             $     132              $       -
                                             =========              =========
                  State:
                    Current ...............  $     176              $       5
                    Deferred ..............          -                      -
                                             ---------              ---------
                                             $     176              $       5
                                             =========              =========
</TABLE>

         Total income tax expense for the years ended December 31, 1995 and 1994
is different  from the amount  computed by  multiplying  total  earnings  before
income taxes by the  statutory  Federal  income tax rate of 34%. The reasons for
these differences and the related tax effects are:
<TABLE>
<CAPTION>
                                                      ($000 Omitted)
                                                  Year Ended December 31,
                                                ---------------------------  
                                                1995                   1994
                                                ----                   ----
<S>                                         <C>                    <C>
Income tax expense (benefit) computed
  at statutory rates on total earnings
  (loss) before income taxes ..............  $    731              ($    158)
Increase (decrease) in tax from:
  Utilization of net operating loss 
    carryforward .......................... (      73)                     -
  Alternative minimum tax                         132                    303
  Utilization of capital loss carryforward  (     595)             (     147)
  State income tax, net of Federal benefit        116                      3
  Other, net .............................. (       3)                     4
                                             --------               --------
                  Total tax expense .......  $    308               $      5
                                             ========               ========
</TABLE>

     Deferred income taxes reflect the net effects of (a) temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes,  and (b)  operating  loss
and tax credit carryforwards.



<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



         The tax effects of  significant  items  comprising  the  Company's  net
deferred tax asset as of December 31, 1995 are as follows:
<TABLE>
<CAPTION>
                                                           ($000
                                                          Omitted)
                                                          --------
         <S>                                              <C>
         Deferred tax assets:
           Operating loss carryforwards .................  $4,400
           Alternative minimum tax credit ...............     574
           General business credit
            carryforwards ...............................   1,152
           State, net of federal benefit ................     873
           Other ........................................     586
                                                           ------
                                                           $7,585
                                                           ======
         Valuation allowance ............................ ($7,585)
                                                           ======
         Net deferred tax asset .........................  $    -
                                                           ======
</TABLE>

         Significant carryforward balances for Federal income tax purposes as of
December 31, 1995 are:
<TABLE>
<CAPTION>         
                                            ($000 Omitted)
                                              For Federal
                                                 Income                  Expiration
                                                  Tax                       Years
                                              -----------                ----------
<S>                                             <C>                       <C>
Net operating loss ..........................   $12,941                   2005-2009
General business tax credit .................   $ 1,152                   1996-2000
Alternative minimum tax credit ..............   $   574                           -
</TABLE>

         An examination of the Company's consolidated federal income tax returns
for the years 1988 through 1991 was  completed by the Internal  Revenue  Service
("IRS") in 1994. In the written examination report dated January 10, 1994, which
was enclosed with a thirty-day  letter dated January 13, 1994,  the IRS proposed
tax deficiencies  and penalties for the years under audit of approximately  $8.2
million.  The  Company  has  retained  tax  counsel  and  intends to continue to
vigorously contest the proposed adjustments. The Company filed a written protest
of the IRS  examination  report with the Appeals  Office within the IRS on March
18, 1994.  After the protest was filed, the Appeals Office sent the case back to
the Examining Agent for a further review of certain of the issues  involved.  On
January 30, 1995, a request was made by the Company to move the case back to the
IRS Appeals  Office.  On or about  September  26, 1995,  the Company  received a
revised  examination  report which increased the proposed tax  deficiencies  and
penalties for the years under audit to



<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


$10.7 million. The accrued interest to date on this amount is approximately $9.8
million.  The  Company  believes  that the  ultimate  resolution  of the  issues
involved  in this audit will likely  result in a  substantial  reduction  of the
adjustments,  and, hence, the tax deficiencies,  penalties and interest at issue
in the  audit.  The  Company  is unable to  estimate  the  reduction  of the tax
deficiencies,  penalties,  and interest and the actual loss  resulting  from the
examination, if any.

6.       LONG-TERM DEBT

         The mortgage loan collateralized by the Company's headquarters facility
was refinanced on February 25, 1994.  The loan  currently  bears interest at the
rate of 7.05%.  Under the terms of the  refinancing,  the  Company  reduced  the
principal  balance of the loan by  $146,000  in March 1995 and will  continue to
make monthly payments of approximately $6,000, including interest, through March
1999, at which time the remaining balance is due.

7.       CAPITAL STOCK

         COMMON STOCK REPURCHASES

         From time to time since April 1988,  the  Company's  Board of Directors
has authorized  the repurchase of the Company's  common stock in the open market
or in  privately  negotiated  transactions.  On March 26, 1996, the Board of
Directors approved a plan to repurchase up to 150,000 shares of the Company's
common stock at prices deemed favorable in the open market or in privately
negotiated transactions, subject to market conditions, the Company's financial
position and other considerations.  All shares acquired through December  31, 
1995 have been  canceled  and returned to the status of authorized but unissued 
shares.  

         COMMON STOCK OPTIONS

         The Non-Qualified  Stock Option Plan adopted by the stockholders of the
Company in 1987  provides for a maximum of 66,666  shares of common stock of the
Company to be issued to key executives,  including officers and directors of the
Company,  at the  discretion of the Board of Directors.  Options under this plan
expire five years from the date of grant and are  exercisable  as to one-half of
the  shares  on the date of grant  and,  as to the other  half,  after the first
anniversary  of the date of  grant,  or at such  other  time,  or in such  other
installments  as may be  determined  by the  Board of  Directors  at the time of
grant.




<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



         The following table summarizes option  transactions under this plan for
1995 and 1994:
<TABLE>
<CAPTION>
                                                                         Average
                                                         Shares           Price
                                                         ------          -------
         <S>                                            <C>               <C>  
         Options outstanding at December 31, 1993 .....  36,167           $3.38
         Options granted ..............................       -               -
         Options canceled ............................. (10,000)          $3.38
         Options exercised ............................ (21,167)          $3.38
                                                         ------           -----
         Options outstanding at December 31, 1994 .....   5,000           $3.38
         Options granted ..............................  21,000           $4.50
         Options exercised ............................       -               -
                                                         ------           -----
         Options outstanding at December 31, 1995 .....  26,000           $4.28
                                                         ======           =====

</TABLE>

         In August 1993, pursuant to a litigation settlement the Company granted
to a stockholder a non-qualified stock option to purchase up to 15,000 shares of
the common stock of the Company at $4.50 per share.  This option was exercisable
in whole or in part for a period of five years.  In connection with the grant of
the  option,  the  Company  recorded a charge to earnings in 1993 of $37,500 and
increased  additional  paid-in  capital  accordingly.  On December 5, 1995,  the
Company bought back the options for $54,900, and charged paid-in capital for
$37,500 and miscellaneous expense for $17,400.

         In August 1993,  pursuant to terms of employment  with the Company,  an
executive  officer  was  granted a  non-statutory  stock  option to  purchase an
aggregate of 5,000 shares of the Company's  common stock at a price of $7.00 per
share.  These shares are exercisable as to one-half of the shares on the date of
grant and,  as to the other  half,  after the first  anniversary  of the date of
grant.  In December  1994,  this option was replaced,  in its entirety,  with an
option to purchase an aggregate  of 5,000  shares at an exercise  price of $4.50
per share ("New  Option").  The exercise  terms of the New Option are consistent
with the original  option.  The officer  exercised  his right to purchase  1,000
shares at an exercise price of $4.50 during 1994.  These options were not issued
pursuant to the 1987 Non-Qualified Stock Option Plan.

8.       COMPENSATION ARRANGEMENTS

         In April 1990,  the Company  entered into an employment  agreement (the
"Agreement") with the Company's Chairman for a three-year term commencing April,
1990 (the  "Effective  Date")  at an annual  salary  of  $175,000  (adjusted  to
$200,000 in December  1993),  which may be  increased  but not  decreased at the
discretion of the Board of Directors.  The term is to be automatically  extended
one day for  each day  elapsed  after  the  Effective  Date.  The  Chairman  may
terminate his employment under the Agreement under certain conditions  specified
in the Agreement and the Company may terminate the Chairman's employment under



<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



the Agreement for cause. In the event of the Chairman's death during the term of
the Agreement,  his beneficiary  shall be paid a death benefit equal to $200,000
per year for three  years  payable  in equal  monthly  installments.  Should the
Chairman become "disabled" (as such term is defined in the Agreement) during the
term of the Agreement he shall be paid an annual disability payment equal to 80%
of his base  salary in effect at the time of the  disability.  The  Company  has
accrued for the contingent payments under this Agreement.

9.       DISTRIBUTION OF AMERICAN METALS SERVICE, INC.

         In  July  1992,  the  Company,   through  its  indirect,   wholly-owned
subsidiary,  purchased  1,055,005  shares  of the  common  stock  ("Shares")  of
American Metals Service,  Inc. ("AMTS"), a public company which had been engaged
in the wholesale  distribution  of aluminum  alloys,  steel and other  specialty
metals but had  determined  to  liquidate  its assets.  The AMTS  Shares,  which
represented  approximately  52% of outstanding AMTS common stock, were purchased
for $958,000 or $.91 per Share. After the purchase,  AMTS proceeded to liquidate
its assets  and  currently  has a net worth of  approximately  $2 million  which
consists  of cash and cash  equivalents.  AMTS has  been  seeking  an  operating
business.

         On December 15, 1994, the Company distributed approximately 1.1 million
of its AMTS Shares (the "Distribution") to the Company's  stockholders of record
on December 12, 1994 (the "Record  Date").  In the  Distribution,  every Company
stockholder received one AMTS Share for each share of the Company's common stock
held by such  stockholder  on the Record  Date.  The  Company  retains a nominal
investment in AMTS which is classified as a marketable security.

10.      CONTINGENCIES

         ENVIRONMENTAL MATTERS

         In  January  1988,  pursuant  to Section  13 of the Texas  Solid  Waste
Disposal Act, the Texas Water Commission  ("TWC") listed on the Texas Register a
site  identified  by  the  TWC as the  "Texas  American  Oil  site"  located  in
Midlothian,  Ellis County,  Texas as a hazardous  waste  facility.  The site was
owned by  Texas  American  Oil  Corporation  ("TAO"),  a  formerly  wholly-owned
subsidiary of the Company,  prior to ownership  being  transferred to TAPI. TAPI
has  been  notified  by the TWC that  TAPI is a  potentially  responsible  party
("PRP")  for the  site.  Early in 1990 the TWC  requested  that  TAPI  perform a
remedial  investigation  at the site,  which TAPI has declined.  The TWC has not
issued an  Administrative  Order or  instituted  a formal  proceeding.  TAPI has
notified the TWC that TAPI has limited financial resources.

         In April 1989, TAPI was formally notified that the Michigan  Department
of Natural  Resources deemed TAPI a responsible party in connection with alleged
environmental problems at a site owned by TAPI.




<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



         In the fourth  quarter of 1994,  TAPI entered  into a consent  judgment
with the State of  Michigan.  The consent  judgment  provides for the payment by
TAPI of approximately  $450,000 to satisfy TAPI's alleged liability for past and
future costs incurred and to be incurred by the State of Michigan in undertaking
remedial  environmental  activities at TAPI's former  refinery site in Michigan.
Under the terms of the  settlement,  TAPI paid $90,000 in the fourth  quarter of
1994 and  $45,000 in 1995.  The  Company is  required  to pay  $45,000 in annual
installments  through the year 2002  without  interest.  The Company  joined the
consent judgment for the sole purpose of assuring payments by TAPI. Neither TAPI
nor the Company  admitted any  liability.  The liability had been accrued for in
prior years as part of discontinued operations.

         TAPI has been  identified  as a PRP at two Texas waste  disposal  sites
operated by unrelated  parties.  In the past,  TAPI has  participated in the PRP
group investigating the sites and at one site reviewing government  remediation.
TAPI is currently evaluating its continued participation in this effort.

         The Company  believes  that it should have no liability  in  connection
with TAPI's environmental matters.

         RECEIVABLE FROM CLEARING BROKER

         Winston  conducts  its  business  on a fully  disclosed  basis with one
clearing broker, Bear Stearns Securities Corporation, on behalf of its customers
and for its own proprietary accounts.  The  clearing  operations  for  Winston's
customer  accounts  and  proprietary transactions are performed by its clearing
broker  pursuant  to a clearance agreement.

         At December 31, 1995,  substantially all the marketable  securities and
the total  receivable  from clearing  broker are positions  with and amounts due
from this  clearing  broker.  The  Company is subject to credit  risk should the
clearing broker be unable to pay this balance.

11.      TRANSACTIONS WITH RELATED PARTIES

         Rosenman & Colin ("R&C") has  performed  legal work for the Company and
its  affiliates in 1995 and 1994.  Natalie I. Koether,  wife of the Chairman and
President  of the  Company  is of counsel to R&C.  Aggregate  fees and  expenses
billed to the Company and its  subsidiaries in 1995 and 1994 were  approximately
$273,000 and $240,000, respectively.

         Since March 1990 certain  non-subsidiary  affiliates have rented office
space  from the  Company.  The  Company's  aggregate  rental  income  from these
arrangements was approximately $44,000 in 1995 and $45,000 in 1994.

The Company reimburses an affiliate for the direct cost of certain group medical
insurance,  401(k)  benefits  and  office  supplies.  Such  reimbursements  were
approximately $225,000 and $263,000 during 1995 and 1994, respectively.




<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



         Affiliates  of the Company  maintain  brokerage  accounts with Winston,
which received commissions from those affiliates totaling approximately $152,000
and $57,000 during 1995 and 1994, respectively.



<PAGE>




Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.




<PAGE>

                                    PART III


Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

         All of the members of the current  Board of  Directors  were elected at
the 1995 Annual  Meeting  and all will serve  until the next  Annual  Meeting or
until their  successors  have been  elected  and shall  qualify.  The  Company's
officers are elected by and serve at the leave of the Board.

         None of the executive  officers of the Company is related to any other.
There is no arrangement or understanding  between any executive  officer and any
other person pursuant to which such officer was selected.

         The  directors  and  executive  officers of the Company at February 29,
1996 are as follows:
<TABLE>
<CAPTION>
               Name                                Age               Position Held
         ----------------                         -----              -------------
         <S>                                        <C>              <C>   
         Paul O. Koether .........................  59               Chairman, Director and
                                                                       President

         Mathew E. Hoffman .......................  42               Director

         Casey K. Tjang ..........................  55               Director

         M. Michael Witte ........................  70               Director

         John W. Galuchie, Jr. ...................  43               Vice President and
                                                                       Treasurer

         Mark L. Koscinski .......................  38               Vice President
</TABLE>

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

         Paul O. Koether is principally engaged in the following businesses: (i)
as Chairman  and director  since 1987 and  President  since  October 1990 of the
Company and the general partner since 1990 of Shamrock Associates, an investment
partnership  which is the principal  stockholder of the Company and (ii) various
positions with  affiliates of the Company,  including  Chairman since 1990 and a
registered   representative  since  1989  of  T.  R.  Winston  &  Company,  Inc.
("Winston")  and since July 1992,  Chairman  and a director of  American  Metals
Service, Inc., a formerly, indirect, majority-owned subsidiary currently seeking
to acquire an operating business. Mr. Koether also has been Chairman since April
1988,  President  since April 1989 and director  since March 1988 of Pure World,
Inc. ("Pure World"),  and for more than five years the Chairman and President of
Sun Equities Corporation ("Sun"), a private,  closely-held  corporation which is
Pure World's principal stockholder. Until August 1994, when it sold its majority
ownership to an unaffiliated



<PAGE>


party,  Pure  World  operated  as  a  real  estate  asset  manager  through  its
wholly-owned subsidiary, NorthCorp Realty Advisors, Inc. ("NorthCorp"). Prior to
its sale, Mr.  Koether also served as Chairman and a director of NorthCorp.  Mr.
Koether has been  serving as a director of Madis  Botanicals,  Inc.,  ("Madis"),
since December 1994 and as Chairman and Chief  Executive  Officer since February
1995. Madis is a majority-owned  subsidiary of Pure World whose primary business
is the manufacture of natural products.

         Mathew E.  Hoffman,  an  attorney,  has been a director  of the Company
since  September  1994.  Since May 1994 he has been a partner  of Rosen & Reade.
From February 1989 to May 1994, he was a partner of Keck, Mahin & Cate.

         Casey K. Tjang has been a director of the Company since  February 1992.
Since March 1991, he has been the President and Chief Executive Officer of First
Merchant Bankers,  Inc., a privately-owned  investment company whose business is
focused  in Asia  and the  Pacific  Rim.  Prior to  March  1991 he was  managing
director and Vice President of the Trade and Merchant Banking Group of Midlantic
National  Bank where he was  employed  for twelve  years.  From March 1991 until
February  1995,  Mr.  Tjang  was a  director  of  Concord  Camera  Corp.,  which
manufactures and distributes camera equipment.  From November 1993 to December
1995 he had been the Executive  Director of Starlite Holdings Limited, a printer
and manufacturer of packaging materials.

     M. Michael  Witte, a director of the Company since 1986, has been President
of M. M. Witte & Associates, Inc., a private corporation which is engaged in oil
and gas consulting and investment  management since August 1980. From April 1991
until June 1995,  Mr. Witte has been a director of Search  Exploration,  Inc., a
publicly held  corporation  until it was acquired by Harken Energy  Corporation,
which, through its wholly-owned subsidiary, McCulloch Energy, Inc. ("McCulloch")
is engaged in the  acquisition,  exploration,  development and production of oil
and natural gas properties in the United States.  Mr. Witte has been Chairman of
McCulloch from April 1991 until June 1995.

         John W. Galuchie, Jr., a certified public accountant, is engaged in the
following  businesses:  (i) the Company,  as Vice President and Treasurer  since
September  1986 and a director from June 1989 to August 1993;  (ii) Winston,  as
President and Treasurer  since  September  1989;  (iii) Pure World, as Executive
Vice  President  since April 1988 and director  from January 1990 until  October
1994; and (iv)  NorthCorp as a director  since June 1992 and as Secretary,  from
November 1992 until the sale of NorthCorp in August 1994.

         Mark L.  Koscinski,  a  certified  public  accountant,  is  principally
engaged in the  following  businesses  since  August  1993 (i) the  Company  and
Winston as Vice President;  (ii) Pure World, as Senior Vice President; and (iii)
Madis, as director, Secretary and Treasurer since December 1994. Previously, Mr.
Koscinski had served as Vice  President of Accounting  Operations  with Chemical
Bank of New York from October 1992 to August 1993. From February 1986 to October
1992,  Mr.  Koscinski  was employed by the Howard  Savings Bank in New Jersey in
various positions, and concluding as its Corporate Controller.

         Section  16(a) of the  Securities  Exchange Act requires the  Company's
officers and directors and persons who own more than ten percent of a registered
class of the  Company's  equity  securities,  to file reports of  ownership  and
changes  in  ownership  on  Forms 3, 4 and 5 with the  Securities  and  Exchange
Commission ("SEC") and the National  Association of Securities Dealers ("NASD").
Officers and directors and greater than ten percent



<PAGE>


stockholders  are required by SEC  regulation to furnish the Company with copies
of all Forms 3, 4 and 5 which they file.

         Based solely on the Company's review of the copies of such forms it has
received, the Company believes  that  all  its  officers,  directors  and 
greater  than  ten  percent beneficial owners complied with all filing 
requirements  applicable to them with respect to transactions during fiscal
1995.

Item 10. EXECUTIVE COMPENSATION

         There is shown below information concerning the annual compensation for
services in all  capacities  to the Company for the fiscal years ended  December
31, 1995,  1994 and 1993,  for those  persons who were, at December 31, 1995 (i)
the chief executive officer and (ii) the other most highly compensated  officers
of  the  Company,   whose  annual  compensation  exceeds  $100,000  (the  "Named
Officers").
<TABLE>

                                            Summary Compensation Table
<CAPTION>
                                                                                      Long-Term
Name and Principal                       Annual Compensation<F1><F2>                Compensation        Other<F4>
Officer               Year     Salary            Bonus             Other<F3>          Options(#)
------------------    ----     ---------------------------------------------        ------------        ---------
<S>                   <C>      <C>              <C>               <C>                     <C>          <C>
Paul O. Koether ..... 1995     $200,000         $90,000           $141,956                -                 -
Chairman, Presi- .... 1994     $200,000         $     -           $132,917                -                 -
dent and Chief ...... 1993     $177,083         $30,000           $145,832                -            $2,024
Executive Officer

John W. Galuchie, Jr. 1995     $160,000         $21,000          $    259                 -                 -
Vice President ...... 1994     $160,000         $     -          $     62                 -                 -
and Treasurer ....... 1993     $ 85,333         $15,000          $  2,001                 -            $2,249

----------------------------------------------------
<FN>
<F1> The Company has no bonus or deferred  compensation plans and pays bonuses at
the discretion of the Board based on performance.

<F2>  The individuals named in the table above received incidental personal
benefits during the fiscal years covered by the table.  The value of these
incidental  benefits did not exceed the lesser of either $50,000 or 10% of the
total annual salary and bonus reported for any of the Named  Officers.  Such
amounts are excluded from the table.

<F3>  Represents  commissions  paid by  Winston  to  these  individuals  in their
capacity as  registered  representatives  for  securities  trades made for their
respective customers.

<F4> Represents the amount of matching contributions made by the Company pursuant
to a 401(k) plan.
</FN>
</TABLE>


<PAGE>

    There  were  no  stock  options  granted  pursuant  to  the  Company's  1987
Non-Qualified  Stock  Option  Plan (the  "Plan")  during the fiscal  years ended
December 31, 1994 or 1995 to the Named Officers.

    Options may be granted by the Board of Directors to officers,  directors and
employees of the Company or its subsidiaries.  The exercise price for the shares
shall not be less than the fair market  value of the Common Stock on the date of
grant. Options will expire five years from date of grant and will be exercisable
as to  one-half  of the  shares on the date of grant  and as to the other  half,
after the first  anniversary of the date of grant,  or at such other time, or in
such other  installments  as may be  determined  by the Board of  Directors or a
committee thereof at the time of grant. The options are non-transferable  (other
than  by will or by  operation  of the  laws  of  descent)  and are  exercisable
generally only while the holder is employed by the Company or by a subsidiary of
the Company or, in the event of the holder's death or permanent disability while
employed by the Company, within one year after such death or disability.

    The table below contains  information  concerning the exercise of options by
the Named  Officers  during 1995 and the fiscal  year-end  value of  unexercised
options held by the Named Officers.

<TABLE>
               Aggregated Option Exercises in Last Fiscal Year and
                          Fiscal Year-End Option Values

<CAPTION>
                                                                                      Value of Unexercised
                  Number of                       Number of Unexercised               In-the-Money Options
               Shares Acquired    Value        Options at December 31, 1995           at December 31, 1995
                 on Exercise     Realized      Exercisable     Unexercisable       Exercisable    Unexercisable  
               ---------------   --------      -----------     -------------       -----------    -------------
<S>                   <C>          <C>            <C>                  <C>           <C>               <C>
Paul O.
Koether ..........    -            $  -               -                -             $     -           -

John W.
Galuchie, Jr. ....    -            $  -           5,000                -             $12,503           -

</TABLE>

REMUNERATION OF DIRECTORS

         Directors who are not employees of the Company receive a monthly fee of
$750  plus $200 for each day of  attendance  at board  and  committee  meetings.
During  1995,  the  Company  paid  directors'  fees in the  aggregate  amount of
approximately $29,700.

COMPENSATION ARRANGEMENTS

         In  April,  1990,  the  Company  and Paul O.  Koether  entered  into an
employment agreement  ("Agreement")  pursuant to which Mr. Koether serves as the
Company's  Chairman for an initial three-year term  ("Commencement  Date") at an
annual  salary of  $175,000  (changed  to  $200,000  in  December  1993)  ("Base
Salary"),  which may be increased  but not  decreased at the  discretion  of the
Board of Directors.  The term is to be  automatically  extended one day for each
day elapsed after the Commencement Date.




<PAGE>


         Mr.  Koether may  terminate his  employment  under the Agreement at any
time for "good  reason"  (defined  below)  within 36 months  after the date of a
Change in Control (defined below) of the Company. Upon his termination, he shall
be paid the  greater of the (i) Base Salary and any  bonuses  payable  under the
Agreement  through the expiration  date of the Agreement or (ii) an amount equal
to three times the average annual Base Salary and bonuses paid to him during the
preceding five years.

         Change in Control is deemed to have  occurred if (i) any  individual or
entity,  other than  individuals  beneficially  owning,  directly or indirectly,
common  stock of the Company  representing  30% or more of the  Company's  stock
outstanding as of April,  1990, is or becomes the beneficial owner,  directly or
indirectly,  of  30%  or  more  of  the  Company's  outstanding  stock  or  (ii)
individuals  constituting  the Board of  Directors  on April,  1990  ("Incumbent
Board"),  including any person subsequently  elected to the Board whose election
or nomination  for election was approved by a vote of at least a majority of the
Directors  comprising  the  Incumbent  Board,  cease  to  constitute  at least a
majority of the Board.  "Good reason" means a  determination  made solely by Mr.
Koether,  in good  faith,  that as a result  of a Change  in  Control  he may be
adversely  affected  (i) in carrying out his duties and powers in the fashion he
previously enjoyed or (ii) in his future prospects with the Company.

         Mr.  Koether may also  terminate his employment if the Company fails to
perform its  obligations  under the Agreement  (including any material change in
Mr. Koether's duties,  responsibilities  and powers or the removal of his office
to a location more than five miles from its current  location)  which failure is
not cured within specified time periods.

         The Company may terminate Mr. Koether's  employment under the Agreement
for  "cause"  which  is  defined  as (i)  Mr.  Koether's  continued  failure  to
substantially  perform his duties under the  Agreement  (other than by reason of
his mental or  physical  incapacity  or the  removal of his office to a location
more  than five  miles  from its  current  location)  which is not cured  within
specified time periods, or (ii) Mr. Koether's  conviction of any criminal act or
fraud with respect to the Company.  The Company may not terminate Mr.  Koether's
employment  except by a vote of not less than 75 percent of the entire  Board of
Directors  at a meeting  at which Mr.  Koether  is given the  opportunity  to be
heard.

         In the event of Mr.  Koether's  death during the term of the Agreement,
his  beneficiary  shall be paid a death  benefit  equal to $200,000 per year for
three years payable in equal monthly  installments.  Should Mr.  Koether  become
"disabled"  (as such term is  defined in the  Agreement)  during the term of the
Agreement  and either  long-term  disability  insurance  is not  provided by the
Company or such policy does not provide an annual benefit to age 70 equal to 80%
or more of Mr. Koether's base salary, he shall be paid an annual disability 
payment equal to 80% of his base salary in effect at the time of the disability.
Such payments shall continue until Mr. Koether attains the age of 70.





<PAGE>


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table provides  information with respect to the Company's
common stock  beneficially owned as of February 29, 1996 by each director of the
Company,  by each person having beneficial  ownership of five percent or more of
the Company's common stock and by all directors and officers of the Company as a
group.

<TABLE>

<CAPTION>
                              Amount and Nature
 Name and Address              of Beneficial           Percent of
of Beneficial Owner             Ownership<F1>             Class
-------------------           -----------------        ----------
<S>                               <C>                     <C> 
Paul O. Koether ................  468,177<F2>             43.76%
 211 Pennbrook Road
 Far Hills, NJ 07931

Shamrock Associates ............  417,470                 39.02%
 211 Pennbrook Road
 Far Hills, NJ 07931

M. Michael Witte ...............   12,000                  1.12%
 1120 Granville Avenue
 Suite 102
 Los Angeles, CA 90049

Casey K. Tjang .................   10,000                   <F3>
 56 Hall Drive
 Clark, NJ 07066

Mathew E. Hoffman ..............    7,000                   <F3>
 41 Vivian Drive
 Scarsdale, NY 10583

All Directors and ..............  510,677                 47.73%
 as a Group (6 persons)

-----------------------------------------
<FN>
<F1> The beneficial  owner has both sole voting and sole  investment  powers with
respect  to  these  shares  except  as set  forth in this  footnote  or in other
footnotes below. Included in such number of Shares beneficially owned are shares
subject to options currently  exercisable or becoming  exercisable  within sixty
days: all directors and officers as a group (27,500 shares).

<F2> Includes the 417,470 Shares  beneficially  owned by Shamrock.  As a general
partner of Shamrock, Mr. Koether may be deemed to own these shares beneficially.
Includes 14,166 shares owned by Sun, a private  corporation of which Mr. Koether
is the Chairman and a principal  stockholder.  Includes 1,666 shares held by Mr.
Koether's  Keogh  Plan and 875  shares  held in a trust for the  benefit  of Mr.
Koether's  daughter for which Mr. Koether acts as the sole trustee.  Mr. Koether
is also a limited partner of Shamrock and may be deemed to own beneficially that
percentage  of the  shares  owned by  Shamrock  represented  by his  partnership
percentage. Mr. Koether disclaims beneficial ownership of such shares.

<F3>Less than 1 percent.
</FN>
</TABLE>

<PAGE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Rosenman & Colin ("R&C")  performed  legal work for the Company and its
affiliates  in 1995 and 1994.  Natalie  I.  Koether,  wife of the  Chairman  and
President  of the  Company,  is of counsel to R&C.  Aggregate  fees and expenses
billed to the Company and its  subsidiaries in 1995 and 1994 were  approximately
$273,000 and $240,000, respectively.

         The  Company  reimburses  an  affiliate  for the direct cost of certain
group   medical   insurance,   401(k)   benefits  and  office   supplies.   Such
reimbursements  were  approximately  $225,000 and $263,000 during 1995 and 1994,
respectively.

         Affiliates  of the Company  maintain  brokerage  accounts with Winston,
which received commissions from these affiliates totaling approximately $152,000
and $57,000 during 1995 and 1994, respectively.





<PAGE>


                                     PART IV


Item 13.      EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
     The following exhibits are filed as part of this report:
<CAPTION>
     (a)          Exhibits
                  --------
                  <S>         <C> 
                  3.1         Bylaws of the Registrant, as amended. <F1>

                  3.2(a)      Articles  of   Incorporation  of  Registrant,   as
                              amended   (including certificate  of  stock
                              designation  for  $2.575   Cumulative  Convertible
                              Exchangeable Preferred Stock). <F2>

                  3.2(b)      Certificate of Amendment to Certificate of
                              Incorporation. <F3>

                  3.2(c)      Certificate of Amendment to Certificate of 
                              Incorporation dated September 26, 1991. <F4>

                  10.1        1987 Non-Qualified Executive Stock Option Plan.
                              <F6>

                  10.2        Employment Agreement, dated as of April 6, 1990 by
                              and between Texas American Energy Corporation and
                              Paul 0. Koether. <F7>

                  10.3        Notice of Proposed Settlement. <F8>

                  10.4        Consent Judgment referred to in "Part I - Item 3
                              - LEGAL PROCEEDINGS."  <F9>

                  21           Subsidiaries <F10>

                  27           Financial Data Schedule <F10>

     (b)          Reports on Form 8-K.
                  --------------------
                  No  reports on Form 8-K were  filed by the  Registrant  in the
                  fourth quarter of the fiscal year ended December 31, 1995.

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



<PAGE>


<FN>
<F1>     Incorporated by reference to Texas American Energy Corporation 
         Registration Statement, as amended, on Form S-l, No. 33-11109.
<F2>     Incorporated  by reference to Texas American  Energy  Corporation  Form
         10-K, for the fiscal year ended December 31, 1984.
<F3>     Incorporated  by reference to Texas American  Energy  Corporation  Form
         10-K for the fiscal year ended December 31, 1987.
<F4>     Incorporated by reference to Kent Financial Services, Inc. Form 10-Q
         for the quarter ended September 30, 1991.
<F6>     Incorporated by reference to Texas American Energy Corporation Proxy 
         Statement dated November 11, 1987.
<F7>     Incorporated by reference to Kent Financial Services, Inc. Form 10-Q 
         for the quarter ended June 30, 1990.
<F8>     Incorporated by reference to Kent Financial Services, Inc. Form 10-QSB
         for the quarter ended June 30, 1993.
<F9>     Incorporated by reference to Kent Financial Services, Inc. Form 10-QSB
         for the quarter ended September 30, 1994.
<F10>    Filed herewith.

</FN>
</TABLE>



<PAGE>


                                   SIGNATURES

In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                      KENT FINANCIAL SERVICES, INC.


Dated:  March 18, 1996                BY        /s/ Paul O. Koether
                                                --------------------
                                                Paul 0. Koether
                                                Chairman of the Board, President
                                                and Director
                                                (Principal Executive Officer)


                                      BY        /s/ Mark L. Koscinski
                                                ---------------------  
                                                Mark L. Koscinski
                                                Vice President
                                                (Principal Financial and
                                                Accounting Officer)

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.


Dated:  March 18, 1996                          /s/ Paul O. Koether
                                                ---------------------
                                                Paul 0. Koether
                                                Chairman of the Board,
                                                President and Director
                                                (Principal Executive Officer)


Dated:  March 18, 1996                          /s/ Mathew E. Hoffman
                                                -----------------------
                                                Mathew E. Hoffman
                                                Director


Dated:  March 18, 1996                          /s/ M. Michael Witte
                                                ----------------------
                                                M. Michael Witte
                                                Director


Dated:  March 18, 1996                          /s/ Casey K. Tjang
                                                --------------------
                                                Casey K. Tjang
                                                Director