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

                                FORM 10-K/A

(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
                                     OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _________________

                       Commission file number 0-22206

                            NIAGARA CORPORATION
            ----------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    DELAWARE                           59-3182820
         -------------------------------           -------------------
         (STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)            IDENTIFICATION NO.)

     667 MADISON AVENUE, NEW YORK, NEW YORK               10021
     --------------------------------------             --------
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            ZIP CODE

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 317-1000

      SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                  COMMON STOCK, PAR VALUE $.001 PER SHARE

            INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS
BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES _X_ NO __.

            INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS
PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN. 
YES _X_ NO ___.

            AS OF APRIL 24, 1998, THE AGGREGATE MARKET VALUE OF THE VOTING
STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT WAS APPROXIMATELY
$84,270,939 (ASSUMES OFFICERS, DIRECTORS AND ALL STOCKHOLDERS HOLDING 5% OF
THE OUTSTANDING SHARES ARE AFFILIATES).

            THERE WERE 9,997,455 SHARES OF THE REGISTRANT'S COMMON STOCK
OUTSTANDING AS OF APRIL 24, 1998.

            DOCUMENTS INCORPORATED BY REFERENCE:  NONE.



      This filing amends the previously filed Annual Report on Form 10-K of
Niagara Corporation ("Niagara") for the fiscal year ended December 31, 1997
(the "From 10-K"). As stated in the Form 10-K, the Items comprising Part
III thereof would be filed by amendment or incorporated by reference from
Niagara's Proxy Statement for its 1998 Annual Meeting of Stockholders.


                                  PART III


ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT


DIRECTORS

      Certain information with respect to the directors of Niagara is set
forth below.

      MICHAEL J. SCHARF, 55, has been Chairman of the Board, President and
Chief Executive Officer of Niagara since its inception in 1993. He has also
served as Chairman of the Board of Niagara LaSalle Corporation, formerly
Niagara Cold Drawn Corp. ("Niagara LaSalle"), and LaSalle Steel Company
("LaSalle"), since the dates of their acquisition by Niagara and Niagara
LaSalle, respectively, and currently holds various other positions with
such subsidiaries. Since August 1994, Mr. Scharf has been a director of
Maxcor (see below), and until August 1997, was also Vice President,
Secretary and Treasurer of Maxcor. Since August 1989, Mr. Scharf also has
been a private investor. From October 1983 to August 1989, he was the
Chairman and Chief Executive Officer of Edgcomb Steel of New England, Inc.
and its successor corporation, Edgcomb Corporation, one of the largest
independent metals service center and distribution companies in the United
States. Mr. Scharf received an A.B. degree from Princeton University and an
M.B.A. from the Harvard Business School. He is a Chairman of the Board's
Audit Committee.

      GILBERT D. SCHARF, 49, has been Secretary and a director of Niagara
since its inception, and until March 1998, was also a Vice President and
the Treasurer of Niagara. He has also served as a director of Niagara
LaSalle and LaSalle since the dates of their acquisition by Niagara and
Niagara LaSalle, respectively. Since August 1994, Mr. Scharf has been
Chairman of the Board, President and Chief Executive Officer of Maxcor
Financial Group Inc., a holding company with operating subsidiaries in the
financial services industry ("Maxcor"), and, currently holds the same
positions with Euro Brokers Investment Corporation, a financial services
company and wholly owned subsidiary of Maxcor, as well as of a number of
its subsidiaries. Since 1989, Mr. Scharf also has been a private investor
and Chairman of Scharf Advisors, Inc. Mr. Scharf received a B.A. degree
from Duke University.

      GERALD L. COHN, 69, has been a director of Niagara since its
inception. Mr. Cohn is a private investor who, since 1968, has been
involved in the financing and acquisition of companies, including AgMet,
Inc., a refiner of precious metals and a recycler of ferrous and
non-ferrous metals, Cadillac Cable Corp., a multi-plant manufacturer of
copper and aluminum building wire, Pepco, Inc., a ferrous and non-ferrous
metal recycler and ferrous stevedoring and shipping company, and DVI, Inc.,
a health service finance company for which Mr. Cohn currently serves as a
financial advisory consultant and a director. He is also a director of
Diametrics Medical, Inc. and Frazier Healthcare Investments, L.P. Mr. Cohn
attended Penn State University. He is a member of the Board's Audit
Committee and Chairman of its Compensation Committee.

      ANDREW R. HEYER, 40, has been a director of Niagara since its
inception. Between February 1990 and August 1995, Mr. Heyer was a Managing
Director and co-head of the Argosy Group L.P., a financial advisory firm.
Since August 1995, Mr. Heyer has been a Managing Director of CIBC
Oppenheimer Corp. (formerly CIBC Wood Gundy Securities Corp.) ("CIBC"), an
investment banking firm. He is also the Chairman of Hain Food Group, Inc.
and a director of Hayes Lemmerz International, Inc. Mr. Heyer received a
B.S. degree and an M.B.A. from the Wharton School of the University of
Pennsylvania. He is a member of the Board's Audit Committee.

      DOUGLAS T. TANSILL, 59, has been a director of Niagara since March
1998. Since December 1994, Mr. Tansill has been a Managing Director in the
Investment Banking Division at Paine Webber Incorporated, an independent
national securities firm. Prior thereto, he was a Managing Director of
Kidder, Peabody and Co. Incorporated and from May 1987 to December 1994 was
a member of the Board of Directors of such firm. Mr. Tansill received a
B.A. degree from Trinity College and an M.B.A. from the Harvard Business
School. He is a member of the Board's Compensation Committee.


EXECUTIVE OFFICERS

      Set forth below is certain information with respect to each of the
executive officers of Niagara who is not also a director of Niagara.

      FRANK ARCHER, 61, has been President and a director of Niagara
LaSalle since its formation in 1986 and President and a director of LaSalle
since April 1997 when it was acquired by Niagara LaSalle. Although he holds
no position with Niagara, Mr. Archer nonetheless has been considered to be
an executive officer of Niagara pursuant to Rule 3b-7 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") since March 1998. Mr.
Archer received a Certificate in Tool and Die Design from the Cleveland
Engineering Institute and an Associates degree from John Carroll
University. He also attended the Advanced Management Program at the Harvard
Business School.

      RAYMOND ROZANSKI, 52, has been a Vice President and the Treasurer of
Niagara since March 1998, Executive Vice President, Secretary, Treasurer
and a director of Niagara LaSalle since its formation and Executive Vice
President, Treasurer and a director of LaSalle since it was acquired by
Niagara LaSalle. Mr. Rozanski received a B.S. degree in Business
Administration from the State University of New York at Buffalo.

      MARC J. SEGALMAN, 39, has been Vice President and General Counsel of
Niagara since September 1997. From October 1987 to August 1997, Mr.
Segalman was an attorney in the mergers and acquisitions group of the law
firm of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Segalman received an
A.B. degree from Dartmouth College and a J.D. degree from the Boston
University School of Law.

      Michael J. Scharf and Gilbert D. Scharf are brothers. There are no
other family relationships among Niagara's directors or executive officers.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Exchange Act requires Niagara's directors,
officers and persons who beneficially own more than 10% of a registered
class of Niagara's equity securities ("10% stockholders") to file with the
Securities and Exchange Commission (the "Commission") initial reports of
ownership and changes in ownership in Niagara's equity securities and to
furnish Niagara with copies of all such forms. Based solely on its review
of copies of such forms received by it, and written representations that no
other reports were required, Niagara believes that all such Section 16(a)
filing requirements applicable to its directors, officers and 10%
stockholders with respect to Niagara's fiscal year ended December 31, 1997
and its prior fiscal years were complied with on a timely basis.


ITEM 11.    EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

      The following table summarizes compensation paid by Niagara and its
subsidiaries during each of the last three fiscal years to its Chief
Executive Officer and its other executive officers as of and for the year
ended December 31, 1997 (collectively, the "Named Executive Officers").


<TABLE>
<CAPTION>

                                                            Long-Term
                                                           Compensation
                                                           -------------
                                                            Securities
Executive Officer     Year    Annual Compensation (1)       Underlying         
-----------------     ----    ----------------------          Options           All Other
                              Base Salary    Bonus(2)     (No. of Shares)    Compensation(3)
                              -----------    --------     ---------------    ---------------
                    
<S>                   <C>    <C>             <C>               <C>              <C>     
Michael J. Scharf     1997   $ 400,000(4)    $ 200,000         100,000          $  2,270
 Chairman, Chief      1996   $ 240,000       $ 100,000         200,000             1,634
 Executive            1995   $  90,000(5)       --                --                  (6)
 Officer and          
 President                        
                    
Marc J. Segalman(7)   1997   $   75,000         --              50,000               406
 Vice President     
 and General        
 Counsel            
                    
Gilbert D. Scharf(8)  1997           --         --              10,000 (9)           --
 Vice President,      1996           --         --              15,000 (9)           --
 Secretary and        1995           --         --                 --                (10)
 Treasurer          
                  
</TABLE>

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

(1)   Prior to Niagara's acquisition of Niagara LaSalle on August 16, 1995,
      none of Niagara's executive officers received any compensation for
      services rendered, but were reimbursed for out-of pocket expenses
      incurred in connection with Niagara's business.

(2)   Awarded in respect of prior calendar year.

(3)   Amounts for each of Messrs. Michael Scharf and Segalman include
      annual premiums ranging from $406 to $1,624 paid by the company on
      life insurance policies providing coverage for such officers of two
      times annual salary, up to a maximum of $250,000. Amounts for Mr.
      Scharf also include annual premiums ranging from $329 to $646 on
      long-term disability policies providing for, in the event of
      disability, two-thirds of monthly earnings, up to a maximum of $4,500
      per month. Certain perquisites and other personal benefits that
      aggregate in each case less than 10% of the Named Executive Officers'
      annual salary and bonus have been omitted pursuant to item
      402(b)(2)(iii)(C)(1) of Regulation S-K.

(4)   Based on an annual salary of $480,000 set by the Compensation Committee
      in April 1997, effective May 1, 1997.

(5)   Based on an annual salary of $240,000 set by the Compensation
      Committee in January 1996, effective as of August 16, 1995.

(6)   Through August 1995, Niagara paid $5,000 per month to MGS Corporation
      for office space and certain office and secretarial services. MGS
      Corporation was wholly owned by Michael Scharf.

(7)   Mr. Segalman did not join Niagara until September 1997. His
      compensation disclosed for 1997 relates only to a partial year
      (reflecting an annual base salary of $225,000).

(8)   Gilbert Scharf resigned as a Vice President and the Treasurer of
      Niagara on March 12, 1998. Under the Commission's disclosure
      requirements, Mr. Scharf nonetheless is considered an executive
      officer of Niagara for purposes of this Amendment because he was
      serving in such capacity for a portion of Niagara's last fiscal year.

(9)   Granted as compensation for services as a director.




STOCK OPTION GRANT TABLE

      The following table sets forth certain information concerning stock
options granted during 1997 to each Named Executive Officer.


                          STOCK OPTION GRANTS IN 1997
<TABLE>
<CAPTION>

                                                                             
                                                                             Potential Realizable
                                                                                 Value at        
                      Number of       % of Total                               Assumed Annual    
                      Shares          Options         Exercise                   Rates of        
                      Underlying      Granted to All  Price                     Stock Price      
Executive             Options         Employees in    Per       Expiration       Appreciation    
Officer               Granted         1997 (1)        Share     Date           for Option Term  
---------             ----------      --------------  --------  ----------   --------------------
                                                                                 5%          10%
                                                                                 --          ---
<S>                   <C>                 <C>         <C>       <C>           <C>          <C>     
Michael J. Scharf     100,000 (2)         28.2        $5.50     4/27/07(3)    $346,000     $877,000
                                                       

Marc J. Segalman       25,000 (4)         7.0          5.75      7/29/07(4)     90,500      229,000
                       25,000 (5)         7.0          8.50      9/08/07(5)    133,750      338,750
                                                                
Gilbert D. Scharf      10,000 (6)         2.8          5.50      4/27/07(7)     34,600       87,700
                                                          
</TABLE>


(1)  Includes option granted to Gilbert Scharf as compensation for his
     service as a director, but excludes options granted to other directors
     for such service.

(2)  On April 27, 1997, Michael Scharf was granted a non-qualified stock
     option to purchase an aggregate of 100,000 shares of Common Stock.
     Such option becomes exercisable as to 20% of the underlying shares on
     each of the first through fifth anniversaries of the date of grant,
     provided that Mr. Scharf is then employed by Niagara or one of its
     subsidiaries. Upon the occurrence of a "change in control" of Niagara
     (as defined in Niagara's 1995 Stock Option Plan (the "Option Plan")),
     such option will become exercisable in full.

(3)  Expires on the earlier of April 27, 2007 and 90 days after the
     termination of Michael Scharf's employment with Niagara and its
     subsidiaries.

(4)  On July 29, 1997, Mr. Segalman was granted a non-qualified stock
     option to purchase an aggregate of 25,000 shares of Common Stock. Such
     option became exercisable as to 5,000 of the underlying shares on
     September 8, 1997 (concurrent with the commencement of his employment
     with Niagara) and will become exercisable as to an additional 5,000 of
     the underlying shares on each of the next four anniversaries of the
     date of grant, provided that Mr. Segalman is then employed by Niagara
     or one of it subsidiaries. Upon the occurrence of a "change in
     control" of Niagara, such option will become exercisable in full. This
     option expires on the earlier of July 29, 2007 and 90 days after the
     termination of Mr. Segalman's employment with Niagara and its
     subsidiaries.

(5)  On September 8, 1997, Mr. Segalman was granted an incentive stock
     option to purchase an aggregate of 25,000 shares of Common Stock. Such
     option became exercisable as to 5,000 of the underlying shares on the
     date of grant and will become exercisable as to an additional 5,000 of
     the underlying shares on each of the next four anniversaries of the
     date of grant, provided that Mr. Segalman is then employed by Niagara
     or one of its subsidiaries. Upon the occurrence of a "change in
     control" of Niagara, such option will become exercisable in full. This
     option expires on the earlier of September 8, 2007 and 90 days after
     the termination of Mr. Segalman's employment with Niagara and its
     subsidiaries.

(6)  Granted as compensation for Gilbert Scharf's service as a director.
     Such option became exercisable as to 2,000 of the underlying shares of
     Common Stock on the date of grant and becomes exercisable as to an
     additional 2,000 of the underlying shares on each of the first through
     fourth anniversaries of the date of grant, provided Mr. Scharf is then
     serving as a director of Niagara. Upon the occurrence of a "change in
     control" of Niagara, such option will become exercisable in full.

(7)  Expires on the earlier of April 27, 2007 and 90 days after the date on
     which Gilbert Scharf ceases to serve as a director of Niagara.


STOCK OPTION EXERCISES AND FISCAL YEAR END VALUES

         No options were exercised by any of the Named Executive Officers
during 1997.

         The following table sets forth, for each Named Executive Officer,
the number of shares of Common Stock underlying the total number of stock
options held by him at Niagara's December 31, 1997 fiscal year end, and the
aggregate dollar value of the in-the-money unexercised stock options as of
such date, with those options that were then exercisable and those that
were then unexercisable seperately identified.



<TABLE>
<CAPTION>

                  EXERCISABLE/UNEXERCISABLE STOCK OPTIONS AT
                  FISCAL YEAR END AND FISCAL YEAR END VALUES


                       Number of Shares Underlying          Value of Unexercised
                     Options at 1997 Fiscal Year End       In-the-Money Options (1)
Name                Exercisable        Unexercisable     Excercisable     Unexercisable
----                -----------        -------------     ------------     -------------
<S>                     <C>               <C>            <C>              <C>        
Michael J. Scharf       40,000            260,000        $ 175,000        $ 1,137,500


Marc J. Segalman        10,000             40,000           27,500            110,000


Gilbert D. Scharf       17,000              8,000           74,375             35,000
</TABLE>


(1)   Based on the December 31, 1997 closing sale price for the Common Stock
      of $9 7/8 per share.


COMPENSATION OF DIRECTORS

      The members of the Board of Directors are compensated in a manner and
at a rate determined from time to time by the full Board. Each member of
the Board of Directors, other than Michael Scharf and Douglas Tansill
(whose service as a director did not commence until March 1998), received
as compensation for his service as a director (i) on September 13, 1996, a
non-qualified stock option (collectively, the "1996 Director Options") to
purchase 15,000 shares of Common Stock and (ii) on April 27, 1997, a
non-qualified stock option (collectively, the "1997 Director Options," and
together with the 1996 Director Options, the "Director Options") to
purchase 10,000 shares of Common Stock. Each Director Option is exercisable
at $5.50 per share. Each 1996 Director Option became exercisable as to
10,000 of the underlying shares of Common Stock as of the date of grant and
5,000 of the underlying shares on September 13, 1997. Each 1997 Director
Option became exercisable as to 2,000 of the underlying shares on the date
of grant and becomes exercisable as to an additional 2,000 of the
underlying shares on each of the first through fourth anniversaries of the
date of grant, provided the holder is then serving as a director of
Niagara. Upon a "change in control" of Niagara, each 1997 Director Option
will become exercisable in full.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      During 1997, the Compensation Committee of the Board of Directors was
comprised of Gerald Cohn and Andrew Heyer. Mr. Heyer is a Managing Director
of CIBC, which rendered investment banking and financial advisory services
to Niagara and Niagara LaSalle in 1997. In April 1997, CIBC served as
placement agent in connection with the issuance of (i) $20 million
aggregate principal amount of 12.5% senior subordinated notes of Niagara
LaSalle and (ii) 285,715 shares of Common Stock, the proceeds of which were
used to finance Niagara LaSalle's acquisition of LaSalle. Niagara and
Niagara LaSalle paid CIBC $790,081 in fees and reimbursement of expenses as
consideration for such services.



ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            Set forth below is certain information concerning beneficial
ownership of Common Stock as of April 24, 1998 by (i) persons known by
Niagara to be the beneficial owners of 5% or more of the outstanding shares
of Common Stock, (ii) each director of Niagara, (iii) each Named Executive
Officer and (iv) all directors and executive officers of Niagara as a
group.



                                                                PERCENTAGE
                                                               BENEFICIALLY
                 NAME(1)                 NUMBER OF SHARES (2)    OWNED(3)
                 -------                 --------------------  ------------
Michael J. Scharf........................        1,274,200(4)      12.7%
Gilbert D. Scharf........................          560,700(5)       5.6%
Gerald L. Cohn...........................           29,000           *
Andrew R. Heyer..........................           29,000           *
Marc J. Segalman ........................           10,000           *
Douglas T. Tansill.......................                0           *
All directors and executive officers as          
a group (eight persons)..................        2,182,900         21.0%


*  Less than 1%

(1)   The address of each stockholder is c/o Niagara Corporation, 667
      Madison Avenue, 11th Floor, New York, New York 10021.

(2)   Includes shares of Common Stock issuable upon the exercise of stock
      options held by the stockholder that are currently exercisable or
      exercisable within 60 days ("Exercisable Options"). Beneficial
      Ownership of Exercisable Options is as follows: Michael J. Scharf --
      60,000; Gilbert D. Scharf -- 19,000; Gerald L. Cohn -- 19,000; Andrew
      R. Heyer -- 19,000; Marc J. Segalman -- 10,000; and all directors and
      executive officers as a group -- 407,000.

(3)   Based upon 9,997,455 shares of Common Stock outstanding as of April
      24, 1998, plus any shares of Common Stock issuable upon the exercise
      of Exercisable Options held by the stockholder (but not by any other
      stockholder).

(4)   Includes 205,000 shares of Common Stock held by the Michael J. Scharf
      1987 Grantor Income Trust and 194,500 shares of Common Stock held by
      the Scharf Family 1989 Trust.  Michael Scharf is trustee of both of 
      these trusts.

(5)   Includes 238,700 shares of Common Stock held by the Gilbert D. Scharf
      Living Trust, of which Gilbert Scharf is the sole trustee.



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      As discussed under "Compensation Committee Interlocks and Insider
Participation," in April 1997, CIBC served as placement agent in connection
with the issuance of certain securities of Niagara and Niagara LaSalle, the
proceeds of which were used to finance Niagara LaSalle's acquisition of
LaSalle. Niagara and Niagara LaSalle paid CIBC $790,081 in fees and
reimbursement of expenses as consideration for such services. Andrew R.
Heyer, a director of Niagara, is a Managing Director of CIBC.

      On December 5, 1997, Niagara loaned Gilbert D. Scharf $600,000, the
proceeds of which were used by Mr. Scharf to exercise Redeemable Common
Stock Purchase Warrants of Niagara, which, having been called for
redemption, were not exercisable after December 11, 1997. The loan was
evidenced by a Promissory Note (the "Note") executed by Mr. Scharf in favor
of Niagara. Interest on the unpaid principal amount of the Note accrues at
5.68% per annum. Principal and interest on the Note are payable in full on
December 4, 1998, provided that Mr. Scharf may prepay all or part of the
unpaid principal amount of the Note without premium or penalty. The Note
requires installment payments of principal following the sale of shares of
Common Stock by Mr. Scharf in amounts equal to the proceeds from such
sales. Mr. Scharf is the Secretary and a director of Niagara and, until
March 1998, was a Vice President of Niagara and its Treasurer.



                                   PART IV


ITEM 14.    EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K.

      (c)   Exhibits

      4.1   Promissory Note, dated December 5, 1997, made by Gilbert D.
            Scharf in favor of Niagara Corporation.



                                 SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on the
30th day of April, 1998.

                                   NIAGARA CORPORATION



                                   By:/s/ Michael J. Scharf
                                      -----------------------------------
                                      Michael J. Scharf
                                      Chairman of the Board
                                      Chief Executive Officer and President



      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


                                Chairman of the Board,
/s/Michael J. Scharf            President and Chief           April 30, 1998
-----------------------         Executive Officer
   Michael J. Scharf             


                                Vice President,
 /s/Raymond Rozanski            Chief Financial and
-----------------------         Principal Accounting          April 30, 1998
   Raymond Rozanski             Officer


/s/Gilbert D. Scharf            Secretary and Director        April 30, 1998
-----------------------
   Gilbert D. Scharf


/s/Gerald L. Cohn                  Director                   April 30, 1998
-----------------------
   Gerald L. Cohn


/s/Andrew R. Heyer                 Director                   April 30, 1998
-----------------------
   Andrew R. Heyer


/s/Douglas T. Tansill              Director                   April 30, 1998
-----------------------
   Douglas T. Tansill




                                  EXHIBIT INDEX


      4.1   Promissory Note, dated December 5, 1997, made by Gilbert D.
            Scharf in favor of Niagara Corporation.