U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   -----------
                                   FORM 10-QSB
(Mark One)

/X/  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the quarterly period ended JUNE 30, 1996

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from          to
                              ----------  ----------

Commission file number 0-5097

                           UNITED VANGUARD HOMES, INC.
--------------------------------------------------------------------------------

        (Exact Name of Small Business Issuer as Specified in Its Charter)


          Delaware                                        11-2032899
-----------------------------                  ---------------------------------
(State or Other Jurisdiction of                  (IRS Employer Identification
 Incorporation or Organization)                             Number)


                  4 Cedar Swamp Road, Glen Cove, New York 11542
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (516) 759-1188
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                                       N/A
--------------------------------------------------------------------------------
   (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                    Report)

         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  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes    No  X
                                                                      ----  ----

         State the number of shares  outstanding of each of the issuer's classes
of common  equity,  as of the latest  practicable  date:  At September 30, 1996,
there were outstanding  2,240,950 shares of the Registrant's  Common Stock, $.01
par value.

         Transitional Small Business Disclosure Format:

                                             Yes    No  X
                                                ----  ----
<PAGE>
                                   FORM 10-QSB

                                      INDEX

PART I.                                                                 Page No.

 Financial Information:

 Unaudited Consolidated Balance Sheet - June 30, 1996 and March 31,
 1996......................................................................... 4

 Unaudited Consolidated Statement of Earnings - Three months ended June
 30, 1996 and June 30, 1995................................................... 5

 Unaudited Consolidated Statements of Stockholders' Deficiency for the
 three months ended June 30, 1996............................................. 6

 Unaudited Consolidated Statement of Cash Flows - Three months ended
 June 30, 1996 and June 30, 1995.............................................. 7

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

 Management's Discussion and Analysis or Plan of Operation....................10



PART II.

 Other Information:

 Submission of Matters to a Vote of Security Holders..........................12

 Exhibits and Reports on Form 8-K.............................................13

 Signatures...................................................................14


                                       -2-
<PAGE>
                         Part I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS


                                       -3-
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>
                                                                         MARCH 31, 1996  JUNE 30, 1996
                                                                           ----------     ----------

CURRENT ASSETS
<S>                                                                       <C>            <C>       
    Cash ...............................................................   $  210,245     $  843,843
                                                                                         
    Accounts receivable, less allowance for doubtful accounts of $40,000      413,539        451,904
                                                                                         
    Development fees and advances ......................................      270,864        159,932
                                                                                         
    Due from affiliates, net ...........................................      658,717        280,207
                                                                                         
    Prepaid expenses and other .........................................      274,654        239,992
                                                                           ----------     ----------
                                                                                         
       Total Current Assets ............................................    1,828,019      1,975,878
                                                                                         
PROPERTY AND EQUIPMENT, NET ............................................    2,361,698      2,374,360
                                                                                         
OTHER ASSETS                                                                             
                                                                                         
    Development fees ...................................................      575,017        660,750
                                                                                         
    Restricted assets ..................................................      176,352        176,352
                                                                                         
    Deferred income taxes ..............................................      981,000        976,500
                                                                                         
    Other assets .......................................................      165,453        222,605
                                                                           ----------     ----------
                                                                                         
                                                                            1,897,822      2,036,207
                                                                           ----------     ----------
                                                                                         
                                                                           $6,087,539     $6,386,445
                                                                           ==========     ==========
                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

    Current portion of long-term debt ................................    $   626,043    $ 4,862,091
                                                                         
    Accounts payable .................................................        242,470        146,675
                                                                         
    Accrued expenses .................................................        617,043        687,162
                                                                         
                                                                              442,371        461,139
    Income taxes payable .............................................    -----------    -----------
                                                                         
         Total Current Liabilities ...................................      1,927,927      6,157,067
                                                                         
RESIDENT SECURITY DEPOSITS ...........................................        314,705        318,305
                                                                         
LONG-TERM DEBT, less current portion .................................      7,172,982      1,600,290
                                                                         
COMMITMENTS AND CONTINGENCIES                                            
                                                                         
STOCKHOLDERS' DEFICIENCY                                                 
                                                                         
    Preferred stock $.001 par value; 1,000,000 shares authorized; none   
    issued and outstanding ...........................................           --             --
                                                                         
    Common stock $.01 par value; authorized, 14,000,000 shares; issued   
    and outstanding, 1,827,833 and 2,240,950 shares, respectively ....         18,278         22,410
                                                                         
    Additional paid-in capital .......................................      5,619,905      7,216,026

    Accumulated deficit ..............................................     (8,966,258)    (8,927,653)
                                                                          -----------    ----------- 

                                                                           (3,328,075)    (1,689,217)
                                                                          -----------    -----------

                                                                          $ 6,087,539    $ 6,386,445
                                                                          ===========    ===========
</TABLE>


                                       -4-
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS





                                                    THREE MONTHS ENDED JUNE 30,
                                                   -----------------------------

<TABLE>
<CAPTION>
                                                      1995              1996
                                                   -----------      -----------
<S>                                                <C>              <C>        
Operating revenues

    Resident services ........................     $ 1,195,053      $ 1,247,844

    Health care services .....................         624,988          644,005

    Development fees .........................            --             85,000
                                                   -----------      -----------


                                                     1,820,041        1,976,849
                                                   -----------      -----------


Operating expenses

    Residence operating expenses .............       1,388,801        1,481,302

    General and administrative ...............          68,334          155,020

    Depreciation and amortization ............         133,156           69,601

    Recovery of advances to affiliates .......            --            (71,856)
                                                   -----------      -----------


                                                     1,590,291        1,634,067
                                                   -----------      -----------


       Income from operations ................         229,750          342,782

Other income (expense)

    Interest expense, net ....................        (177,517)        (135,317)

    Other income .............................          13,059           20,856

    Debt conversion expense ..................            --           (156,466)

       Income before income taxes ............          65,292           71,855

Income taxes .................................          26,600           33,250

       NET INCOME ............................     $    38,692      $    38,605
                                                   ===========      ===========

Earnings per share ...........................     $       .02      $       .02
                                                   ===========      ===========

Common shares and equivalents outstanding ....       1,681,938        2,197,166
                                                   ===========      ===========
</TABLE>


                                       -5-
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
          UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                                                              Additional       Accumulated
                                          Shares             Amount        paid-in capital       deficit             Total
                                      ------------      -------------      -------------     -------------      -------------
<S>                                      <C>                  <C>              <C>             <C>                <C>         
Balance, March 31, 1996............      $1,827,833           $ 18,278         $5,619,905      $(8,966,258)       $(3,328,075)

Shares issued upon conversion of debt       347,996              3,480          1,386,918                --          1,390,398

Exercise of warrants...............          62,121                622            206,452                --            207,074

Shares issued as compensation......           3,000                 30              2,751                --              2,781

Net income.........................              --                 --                 --            38,605             38,605
                                      -------------      -------------      -------------       -----------        -----------

Balance, June 30, 1996.............       2,240,950            $22,410         $7,216,026      $(8,927,653)       $(1,689,217)
                                          =========            =======         ==========      ============       ============
</TABLE>


                                       -6-
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                       THREE MONTHS ENDED JUNE 30,
                                                                                                     ------------------------------
                                                                                                        1995                1996
                                                                                                     -----------        -----------
<S>                                                                                                  <C>                <C>        
Cash flows from operating activities

    Net income ...............................................................................       $    38,692        $    38,605

    Adjustments to reconcile net income to net cash provided by operating
    activities

       Depreciation and amortization .........................................................           137,298             69,601

       Common stock issued for services ......................................................              --                2,781

       Deferred income taxes .................................................................           (36,751)             4,500

       Debt conversion expense ...............................................................              --              156,466

       Changes in operating assets and liabilities

         Accounts receivable, advances and other receivables .................................             9,261            340,145

         Prepaid expenses and other ..........................................................          (145,658)            34,662

         Development fees ....................................................................              --               25,199

         Other assets ........................................................................              --                 --

         Accounts payable ....................................................................            60,156            (95,795)

         Accrued expenses ....................................................................            78,752             70,119

         Income taxes payable ................................................................            80,851             18,768

         Resident security deposits ..........................................................            11,425              3,600

         Deferred revenue ....................................................................              --                 --
                                                                                                     -----------        -----------

    Net cash provided by operating activities ................................................           234,026            668,651
                                                                                                     -----------        -----------
Cash flows used in investing activities

    Purchases of property and equipment ......................................................           (12,900)           (74,320)
                                                                                                     -----------        -----------
Cash flows from financing activities

    Proceeds from borrowings on mortgages and notes payable ..................................              --               47,591

    Principal repayments of mortgages and notes payable ......................................           (34,738)           (79,235)

    Proceeds from exercise of warrants .......................................................              --              207,074

    Increase in deferred offering costs ......................................................              --             (136,163)
                                                                                                     -----------        -----------
       Net cash provided by (used in) financing
       activities ............................................................................           (34,738)            39,267
                                                                                                     -----------        -----------

       NET INCREASE IN CASH ..................................................................           186,388            633,598

Cash at beginning of period ..................................................................           249,561            210,245
                                                                                                     -----------        -----------

Cash at end of period ........................................................................       $   435,949        $   843,843
                                                                                                     ===========        ===========
Supplemental  disclosures of cash flow information:
    Cash paid during the period for:

       Interest ..............................................................................       $   180,000        $   119,000
                                                                                                     ===========        ===========

       Income taxes ..........................................................................              --          $     1,000

Non-cash financing and investing activity:
    Conversion of debt to common stock .......................................................              --          $ 1,305,000
                                                                                                     ===========        ===========
</TABLE>


                                       -7-
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

    The  accompanying  consolidated  balance  sheet as of June 30,  1996 and the
related  consolidated  statements of earnings and cash flows for the three month
periods  ended  June  30,  1996  and 1995  and the  statement  of  stockholders'
deficiency  for the three month period ended June 30, 1996 have been prepared by
the management of United Vanguard Homes, Inc. (the "Company")  without audit. In
the opinion of management,  all adjustments (which include only normal recurring
accrual  adjustments)  necessary to present  fairly the  financial  position and
results of  operations  as of and for the three  months ended June 30, 1996 have
been made.

    Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted.  These  financial  statements  should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's  Annual  Report on Form 10-K for the year ended  March 31,  1996.  The
results of  operations  for the period  ended June 30, 1996 are not  necessarily
indicative of the operating results expected for a full year.

NOTE B - STOCKHOLDERS' EQUITY

    CONVERTIBLE DEBT

    In March 1996,  the  Company  offered the  convertible  mortgageholders  and
noteholders  the option to convert,  through April 30, 1996, to shares of common
stock at a price of $3.75 instead of prices ranging from $6.67 through $7.22. In
April 1996, 347,996 common shares were issued in connection with the offer. As a
result  of  the  offer,  the  Company  issued  167,877  additional  shares  upon
conversion,  the fair  value of  which,  $156,466,  has  been  recorded  as debt
conversion expense in the accompanying  consolidated statement of operations for
the three months ended June 30, 1996.

    STOCK OPTION PLAN

    In June 1996, the Company adopted the 1996 Outside  Directors'  Stock Option
Plan (the "Directors Plan"), which provides for the grant of options to purchase
common  stock of the  Company  to  nonemployee  directors  of the  Company.  The
Directors'  Plan authorizes the issuance of a maximum of 90,000 shares of common
stock.

    The Directors'  Plan is  administered  by the Board of Directors.  Under the
Directors'  Plan,  each  nonemployee  director  elected after April 1, 1996 will
receive  options for 3,000 shares of common stock upon  election.  To the extent
that shares of common stock remain  available for the grant of options under the
Directors'  Plan,  each  year  on  April  1,  commencing  April  1,  1997,  each
nonemployee  director  will be granted  an option to  purchase  1,800  shares of
common  stock.  The exercise  price per share for all options  granted under the
Directors' Plan will be equal to the fair market value of the common stock as of
the date  preceding  the date of grant.  All options  vest in three equal annual
installments.


                                       -8-
<PAGE>
    EMPLOYMENT AGREEMENTS

    As of April 1, 1996, the Company  entered into an employment  agreement with
the Company's  President and Chief Operating Officer pursuant to which an annual
base salary under the  employment  agreement is $100,000.  In December 1995, the
President  received a $25,000  cash bonus and the Company  agreed to issue 9,000
shares of the  Company's  common  stock fair valued at $5.55 per share.  In June
1996,  the  President  received  a $25,000  cash  bonus and 3,000  shares of the
Company's  common stock fair valued at $.97 per share.  An  additional  bonus of
$25,000 and 3,000 shares of the  Company's  common stock is payable on March 31,
1998, subject to continued employment.

NOTE C - CONTINGENCIES

    An affiliate of Vanguard Ventures, Inc. ("Vanguard"), the Company's majority
stockholder,  was indebted  under a first  mortgage in the  principal  amount of
$4,087,000.  The mortgage  securing this loan provides that a default under such
loan is a default  under each of the  Company's  Hillside  Terrace and  Whitcomb
Tower  Mortgages.  Therefore,  a potential  Vanguard default on this affiliate's
loan could result in the foreclosure of Hillside Terrace and Whitcomb Tower.

    Health care and senior living facilities are areas of extensive and frequent
regulatory change.  Changes in the laws or new  interpretations of existing laws
can have a  significant  effect on  methods  of doing  business,  costs of doing
business and amounts of reimbursement,  from governmental and other payors.  The
Company at all times  attempts  to comply  with all  applicable  fraud and abuse
laws;  however,  there  can be no  assurance  that  administrative  or  judicial
interpretation  of existing laws or regulations will not have a material adverse
effect on the Company's operations or financial conditions.

NOTE D - PROPOSED PUBLIC OFFERING

    The Company has filed a Registration  Statement on Form SB-2 (No.  33-80812)
for sale to the public of up to 2,070,000  shares of common stock and  2,070,000
common stock purchase warrants  ("Warrants"),  each warrant to purchase one-half
share of Common Stock (the "Common Stock Offering").  The Company has also filed
a Registration  Statement on Form SB-2 (No. 333-09037) for sale to the public of
up to $14,375,000  aggregate  amount  Convertible  Senior Secured Notes Due 2006
(the  "Notes  Offering,"  and,  together  with the Common  Stock  Offering,  the
"Offerings").  The notes to be sold in the Notes  Offering are to be convertible
into  shares of common  stock.  The  Company  expects  that the  Offerings  will
commence by October 30, 1996.

    The Company  intends to use the net proceeds of the  Offerings and available
lines  of  credit,   together  with  cash  flows  from  operations  and  private
placements,   to  finance  its  operations  (including  expenses  of  additional
personnel  required  as the  Company's  business  grows) and future  development
projects. Accordingly, the Company believes that the net proceeds to be realized
from the  Offerings,  together  with  existing  cash  balances,  cash  flow from
operations  and  available  lines  of  credit,  will be  sufficient  to meet its
liquidity and capital spending  requirements  for at least 12 months,  including
the  acquisition  of Harvest  Village,  a senior  living  facility.  The Company
intends to use approximately $1,750,000 of the net proceeds of the Offerings for
capital  improvements at the properties owned and/or managed by the Company upon
completion of the Offerings.


                                       -9-
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

REVENUES

    Net revenues of United Vanguard  Homes,  Inc. (the  "Registrant")  represent
gross  consolidated  revenues  of  the  Registrant,   less  charitable  and  SSI
discounts.

    Net  revenues  increased  by $157,000,  or 9%, from  $1,820,000  in the 1995
period to $1,977,000 in the 1996 period.  Approximately  $85,000 of the increase
represented  development  fees.  Development  fees can vary  substantially  from
quarter to quarter  depending  upon the number of projects in  development,  the
percentage  of  completion  and,  in  certain  instances,  the  project  owner's
financial condition. Development fees are generally deferred in periods in which
the  project  owner's  ability to remit  such fees is  uncertain.  Resident  and
healthcare services revenues increased by $72,000, or 4%, from $1,820,000 in the
1995 period to $1,892,000 in the 1996 period.  Resident and healthcare  services
revenues  increased as a result of higher rates as well as a slight  increase in
occupancy rates.

RESIDENCE OPERATING EXPENSES

    Residence  operating  expenses include all retirement and healthcare  center
operating expenses, including, among other things, payroll and employment costs,
food, utilities, repairs and maintenance, insurance and property taxes.

    Residence operating expenses increased by $92,000, or 7%, from $1,389,000 in
the 1995  period to  $1,481,000  in the 1996  period.  During  the 1996  period,
payroll costs  increased by  approximately  $59,000 due to salary  increases and
additional  personnel.  Further,  in the  1996  period,  $27,000  of  additional
maintenance was performed at the Registrant's Michigan facilities as part of the
Registrant's refurbishment plan.

GENERAL AND ADMINISTRATIVE EXPENSES

    General and administrative  expenses include all marketing costs, as well as
the general and administrative  expenses incurred at the Registrant's  principal
executive  offices.  General and  administrative  expenses include,  among other
things,   administrative  salaries,  rent,  utilities,   insurance  and  related
expenses.

    General and  administrative  expenses  increased by $87,000,  or 128%,  from
$68,000 in the 1995  period to  $165,000  in the 1996  period.  The  increase is
primarily attributable to increased administrative staff and salary increases.

PROVISION FOR RECOVERY ON ADVANCES TO AFFILIATES

    During the 1996 period, the Registrant  recognized a recovery of $72,000 due
to repayment of advances from affiliates.  During the 1995 period,  there was no
provision for (recovery of) loss on advances to affiliates.


                                      -10-
<PAGE>
INTEREST EXPENSE, NET

    Interest expense,  net,  decreased by $43,000 or 24%, from $178,000,  in the
1995  period  to  $135,000  in  the  1996  period.  The  decrease  is  primarily
attributable to the conversion of $1,305,000 of debt to equity.

DEBT CONVERSION EXPENSE

    The  Registrant  offered  its  debtholders  an  inducement  in the form of a
reduced  conversion  price on its then  outstanding  debt.  As a result  of such
inducement  an aggregate of $1,305,000  of the  Registrant's  debt was converted
into 347,996 shares of the Registrant's  Common Stock effective April 1,1996. As
a result of such inducement,  the Registrant  issued 167,877  additional  shares
upon conversion,  the fair value of which,  $156,466,  has been recorded as debt
conversion expense during the 1996 period.

INCOME TAXES

    Income taxes increased by $7,000, or 27%, from $26,000 in the 1995 period to
$33,000 in the 1996 period. The increase in the effective tax rate from 40.7% in
the  1995  period  to  46.3%  in  the  1996  period  is  primarily  due  to  the
non-deductibility of the debt conversion expense.

LIQUIDITY AND CAPITAL RESOURCES

    The  Registrant  has  filed  a  Registration  Statement  on Form  SB-2  (No.
33-80812)  for sale to the public of up to 2,070,000  shares of Common Stock and
2,070,000 common stock purchase warrants ("Warrants"),  each warrant to purchase
one-half  share of Common Stock.  The  Registrant  has also filed a Registration
Statement  on  Form  SB-2  (No.  333-09037)  for  sale  to the  public  of up to
$14,375,000  aggregate  amount of its Convertible  Senior Secured Notes Due 2006
(the  "Notes  Offering,"  and,  together  with the Common  Stock  Offering,  the
"Offerings").  The notes to be sold in the Notes  Offering are to be convertible
into shares of Common Stock.  The  Registrant  expects that the  Offerings  will
commence by October 30, 1996.

    The  Registrant  intends  to use  the  net  proceeds  of the  Offerings  and
available lines of credit,  together with cash flows from operations and private
placements,   to  finance  its  operations  (including  expenses  of  additional
personnel  required as the Registrant's  business grows) and future  development
projects.  Accordingly,  the  Registrant  believes  that the net  proceeds to be
realized from the  Offerings,  together with existing cash  balances,  cash flow
from  operations and available  lines of credit,  will be sufficient to meet its
liquidity and capital spending  requirements  for at least 12 months,  including
the acquisition of Harvest Village.  The Registrant  tends to use  approximately
$1,750,000 of the net proceeds of the Offerings for capital  improvements at the
Initial Properties.

    When used in Management's Discussion and Analysis or Plan of Operation,  the
words "anticipate,"  "estimate" and similar expressions are intended to identify
forward-looking  statements.  These  statements are subject to certain risks and
uncertainties  that could cause actual results to differ  materially  from those
projected, including reduced sales and increases in raw materials and production
costs.


                                      -11-
<PAGE>
                          Part II -- OTHER INFORMATION

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

    (a) The written consent of a majority of stockholders  (73.2%) was delivered
on June 21, 1996.

    (b)  Matters to which the majority consented were as follows.

         (1)      Amendment of the Registrant's  Certificate of Incorporation to
                  increase the authorized  capital stock of the Registrant  from
                  8,000,000  shares  of common  stock,  $.01 par value per share
                  ("Common  Stock")  to  15,000,000,  consisting  of  14,000,000
                  shares  of  Common  Stock and  1,000,000  shares of  preferred
                  stock, $.001 par value per share.

         (2)      Approval  of  a  1-for-1.6667   reverse  stock  split  of  the
                  registrant's   Common  Stock  (the   "Reverse   Stock  Split")
                  effective August 30, 1996.

         (3)      Approval of the  Registrant's  1996  Outside  Directors  Stock
                  Option Plan.

         (4)      Amendment of the Registrant's 1991 Incentive Stock Option Plan
                  to increase the number of shares of Common Stock available for
                  issuance  thereunder  from  162,000 to 300,000  (after  giving
                  effect to the Reverse Stock Split).

         (5)      Ratification  of an  amendment to the  Registrant's  Bylaws to
                  provide  for three  classes of  directors,  with each class to
                  serve for a term of three years. Benjamin Frank and Francis S.
                  Gabreski were  designated  as the Class I directors,  James E.
                  Eden,  Robert S.  Hoshino,  Jr. and  Stanford J.  Shuster were
                  designated  as the Class II directors  and Carl G.  Paffendorf
                  and Larry L. Laird were designated as the Class III directors.
                  The initial terms of office of the Class I, Class II and Class
                  III directors named herein shall expire at the next succeeding
                  annual meeting of stockholders,  the second  succeeding annual
                  meeting  of  stockholders  and  the  third  succeeding  annual
                  meeting of stockholders, respectively.

         (6)      Ratification  of an  amendment to the  Registrant's  Bylaws to
                  provide that only stockholders may amend,  alter or repeal the
                  provision of the Registrant's  Bylaws providing for a Board of
                  Directors divided into three classes.


                                      -12-
<PAGE>
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K


    (a)  Exhibits

                  Exhibit 11, Computation of Earnings Per Share.
                  Exhibit 27, Financial Data Schedule.

    (b)  Report on 8-K

                  The  Registrant  filed a report  on Form  8-K on May 23,  1996
reporting an Item 4 event.


                                      -13-
<PAGE>
                                   SIGNATURES

    In accordance  with the  requirements  of the Exchange  Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                      /S/CARL G. PAFFENDORF
                                      ------------------------------------------
                                      Carl G. Paffendorf (Chairman Of The Board)


                                      /S/PAUL D'ANDREA
                                      ------------------------------------------
                                      Paul D'Andrea (VP Finance)


Date:    October 17, 1996


                                      -14-