U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                FORM 10-KSB/A-1
(mark one)

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

         For the fiscal year ended January 31, 1998


     [ ] TRANSITION  REPORT  UNDER  SECTION  13 OR 15(d)  OF THE  SECURITIES
         EXCHANGE   ACT   OF   1934.

         For  the transition period from    to      .


             Commission file Number 0-14835

                         TRANSNATIONAL INDUSTRIES, INC.
                 (Name of small business issuer in its charter)


          DELAWARE                                 22-2328806
(State or Other Jurisdiction of                 (I.R.S. Employer
Incorporation or Organization)               Identification Number)

       Post Office Box 198
            U.S. Route 1
     Chadds Ford, Pennsylvania                      19317
(Address of principal executive offices)          (Zip Code)

Issuer's Telephone Number  (610) 459-5200

Securities registered under Section 12(b) of the Exchange Act: None

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


                    Common Stock ($0.20 par value per share )
                                (Title of Class)

     Check whether the Issuer (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



<PAGE>


     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. ( )

     The  Issuer's   revenues  for  the  fiscal  year  January  31,  1998,  were
$7,075,985.

     The aggregate  market value of the voting stock held by  non-affiliates  of
Registrant as of March 31, 1998 was approximately  $329,451 based on the average
of bid and asked  price of these  shares.  Shares of Common  Stock  held by each
executive  officer  and  director  and by each person who owns 5% or more of the
outstanding  Common Stock have been  excluded in that such persons may be deemed
to be affiliates.

     As of March 31, 1998, 500,970 shares of Common Stock were outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

           Transitional Small Business Disclosure Format (check one):
                                    Yes No X





                                       2
<PAGE>


                                    PART III

      ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     Pursuant  to the  Registrant's  By-laws,  the  number of  Directors  of the
Registrant is determined by Board action, and is currently fixed at seven. There
currently  exist,  however,  two vacancies.  The first vacancy was caused by the
death of Alan W. Drew in July of 1996.  The  second  vacancy  was  caused by the
resignation of Mason Carter in December of 1997.

     The  following  information  is  submitted  with  respect  to  the  current
directors of the Company.  All such  directors  were elected as directors by the
holders of Common Stock at the Company's  last annual  meeting of  shareholders.
All  directors  serve until the next annual  meeting of  shareholders  and until
their successors have been duly elected and shall have qualified.

                                                          Director
             Name                       Age                 Since

    Michael S. Gostomski (1)(2)          47                  1986
    Charles H. Holmes, Jr.               57                  1994
    Charles F. Huber (1)(2)              68                  1992
    William D. Witter (1)(2)             68                  1977
    Calvin A. Thompson (1)(2)            73                  1994

----------

(1) Member of Compensation Committee.

(2) Member of Audit Committee.

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


     Michael  S.  Gostomski  joined the  Company  in May 1986 as  Vice-President
Finance,  Treasurer,  and a director and became Corporate  Secretary in March of
1988. In October of 1989, he became Executive  Vice-President of the Company. On
May 1, 1992, he became President and Chief Executive Officer of the Company. Mr.
Gostomski resigned as an employee of the Company,  while remaining as a director
of the Company,  in  September,  1993,  at which time he became  Executive  Vice
President  of  Roller  Bearing  Company.  From  1980 to  1986,  he held  various
financial and management positions at Peabody  International  Corporation,  most
recently  as  a  Sector  Vice  President  in  charge  of  its   engineering  and
construction subsidiaries.  Mr. Gostomski, who is a Certified Public Accountant,
holds B.S. and M.B.A. degrees from the University of Connecticut.

     Charles H. Holmes,  Jr.,  became a director of the Company in 1994.  He has
held various  operating and management  positions at the Company's Spitz,  Inc.,
subsidiary since 1962. Mr. Holmes has been President of Spitz since 1988. He has
been President of the Company since  September,  1993. Mr. Holmes holds a degree
in Business Management from Goldey Beacom College.

     Charles F. Huber became a director of the Company in February  1992.  He is
currently a managing director of William D. Witter,  Inc. He holds a B.A. degree
from Princeton University.


                                       3
<PAGE>



     William  D.   Witter   became  a  director  of  the  Company  in  1977  and
Vice-Chairman  in August of 1987.  He has been  President  of William D. Witter,
Inc., an investment  management  concern,  since 1976.  Mr. Witter holds an A.B.
degree from Yale University and an M.B.A. from Stanford Business School.

     Calvin A. Thompson became a director of the Company in October 1994. He has
been a Managing  Director of William D. Witter,  Inc. since 1982.  Mr.  Thompson
holds a B.S. degree in industrial engineering from Columbia University.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

           Name                      Position                         Age

  Charles H. Holmes, Jr.    President and Chief Executive              57
                            Officer and President of Spitz, Inc.

  Paul L. Dailey, Jr.       Chief Financial Officer, Secretary and     41
                            Vice President-Finance of Spitz, Inc.

  John A. Fogleman          Vice President - Operations of             49
                            Spitz, Inc.

  Jonathan A. Shaw          Vice President - Sales and Technology      41
                            of Spitz, Inc.

     Information with respect to Mr. Holmes is set forth below in this Item 9.

     Paul Dailey  joined Spitz in September  of 1983 as  Controller.  In June of
1986 he became Vice President - Finance for Spitz. In April 1993 he become Chief
Accounting  Officer of the Company.  In September 1993 he became Chief Financial
Officer  and  Secretary  of  the  Company.  Mr.  Dailey  is a  certified  public
accountant and holds a B.A. degree in accounting from Rutgers University.

     John Fogleman became Vice President - Operations for Spitz in July of 1992.
He has held various operating and management  positions at Spitz since 1972. Mr.
Fogleman holds a B.A. degree in business management from Wilmington College.

     Jonathan  Shaw became Vice  President - Sales and  Technology  for Spitz in
July of 1992. He has held various engineering and management  positions at Spitz
since 1986.  Mr. Shaw is a  registered  Professional  Engineer,  holds an M.B.A.
degree from Widener  University  and a B.S.  degree in Mechanical  and Aerospace
Engineering from the University of Delaware.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
directors,  executive officers and 10% beneficial owners of the Company's Common
Stock to file certain reports concerning their ownership of the Company's equity
securities.  Based solely upon a review of Forms 3 and 4 and amendments  thereto
furnished to the Company during its most recently competed fiscal year and Forms
5 and  amendments  thereto  furnished  to the Company  with  respect to its most
recently  completed  fiscal year, and other  information of which the Company is
aware, the directors, executive officers and beneficial owners of 10% or more of
the Company's Common Stock who failed to make the requisite  filings on a timely


                                       4
<PAGE>

basis are as follows: (i) Messrs.  Holmes and Dailey failed to timely file Forms
4 upon the exchange of their Series B Preferred Stock for 2,500 and 1,250 shares
of the  Company's  Common  Stock,  respectively,  upon  the  termination  of the
Company's exchange offer (the "Exchange Offer") on November 28, 1997, and failed
to timely file Forms 5 reporting the granting of 12,000 and 7,500 stock options,
respectively,  to purchase  shares of Common Stock at a price of $2.25 per share
on July 8, 1997 (although both Mr. Holmes and Mr. Dailey  subsequently  reported
each such  transaction on a Form 5); (ii) Mr.  Gostomski failed to timely file a
Form 4 upon his  acquisition  of 16,000  shares of Common Stock  pursuant to the
Exchange  Offer on  November  28,  1997  (although  Mr.  Gostomski  subsequently
reported such transaction on a Form 5); (iii) Messrs.  Huber and Thompson failed
to timely file Forms 4 upon their  acquisition  of 12,500 shares of Common Stock
each on November 28, 1997 in the Exchange Offer;  (iv) each of William D. Witter
and Penfield Limited Partnership ("Penfield") failed to timely file a Form 4 for
Penfield's  acquisition of 50,000 shares of Common Stock on November 28, 1997 in
the Exchange Offer, and Mr. Witter additionally failed to report the acquisition
on November 28, 1997 in the Exchange  Offer of 17,500  shares of Common Stock by
his son and 20,000 shares of Common Stock by the William D. Witter,  Inc. Profit
Sharing  Fund;  (v) William D. Witter failed to timely file either a Form 4 or a
Form 5 reporting  the sale of 223 shares of Common  Stock by ADW,  Inc.,  during
fiscal  1998;  and (vi) both  William D. Witter and  Penfield  Limited  Partners
failed to timely file  either a Form 4 or a Form 5  reporting  the sale of 3,240
shares of Common Stock during fiscal 1998.

                        ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

     The following table sets forth the compensation paid to the Company's Chief
Executive  Officer and the only other  executive  officer whose salary and bonus
exceeded $100,000 for the last completed fiscal year.

<TABLE>
<CAPTION>

                                                       Long Term
                        Annual Compensation (a)       Compensation
                        -------------------------    --------------
                                                       Securities      
                                                       Underlying
Name and                                                 Options        All Other
Principal Position       Year   Salary       Bonus      Granted (#)    Compensation
-----------------------------------------------------------------------------------
<S>                      <C>    <C>        <C>            <C>         <C>        
Charles H. Holmes, Jr    1998   $133,762   $ 15,000(b)     12,000      $  4,480(c)
President and Chief ..   1997    130,999                    3,000         4,421(c)
Executive Officer ....   1996    128,077                                  3,867(c)

Paul L. Dailey, Jr ...   1998   $ 86,047   $ 15,000(b)      7,500      $  3,339(c)
Vice President, Chief    1997     82,924                    2,500         2,779(c)
Financial Officer and    1996     79,131                                  2,645(c)
Secretary
----------
<FN>

(a)  Perquisites and other personal  benefits  amounted to less than ten percent
     of salary and is therefore not reported in table.

(b)  Each of  Messrs.  Holmes and Dailey  received a $5,000  annual  performance
     bonus and an  additional  $10,000  bonus  awarded at the  completion of the
     refinancing of the Company's debt agreements.

(c) Consists entirely of Company contributions to 401(k) plan.
</FN>
</TABLE>
                                   ----------
                                       5
<PAGE>


STOCK OPTION AND PERFORMANCE INCENTIVE PLAN

On  July  14,  1995  the  stockholders  of the  Company  voted  to  approve  the
Transnational  Industries Inc. 1995 Stock Option and Performance  Incentive Plan
(the  "Option  Plan")  adopted by the Board of Directors of the Company on March
21,  1995.  The  purpose  of the Option  Plan is to attract  and retain the best
available  employees for the Company and its  subsidiaries  and to encourage the
highest level of performance by such employees,  thereby  enhancing the value of
the  Company  for the  benefit  of its  stockholders.  The  Option  Plan is also
intended to motivate  employees to contribute to the Company's future growth and
profitability  and to reward their  performance  in a manner that  provides them
with means to increase  their holdings of Common Stock of the Company and aligns
their interest with the interest of the  stockholders of the Company.  Under the
Option Plan,  awards are granted to key  employees  whose  initiative  is deemed
valuable for the successful  conduct and development of the Company's  business.
The  Option  Plan  provides  for the  awarding  of up to  50,000  shares  of the
Company's Common Stock to employees of the Company and its subsidiaries.  Awards
may be in various forms of stock options,  stock appreciation rights, and shares
of common stock.  Awards are granted by the Compensation  Committee of the Board
of Directors of the Company.

The following  table sets forth  information  relating to  individual  grants of
options to the named  executives  under the Option  Plan  during the fiscal year
ended January 31, 1998.

<TABLE>
<CAPTION>

                          Option Grants in Fiscal Year ended January 31, 1998
--------------------------------------------------------------------------------------------------
                                          % of Total                    Market    
                          Securities         Options                   Price on
                             Under         Granted to     Exercise     Date of
                            Options       Employees in     Price        Grant        Expiration
Name                      Granted (#)      Fiscal Year   ($/share)     ($/share)        Date
--------------------------------------------------------------------------------------------------

<S>                          <C>            <C>          <C>          <C>            <C>    
Charles H. Holmes, Jr.       12,000(1)      30.3%        $ 2.25       $ 3.63         July 8, 2007

Paul L. Dailey, Jr.           7,500(1)      19.0%        $ 2.25       $ 3.63         July 8, 2007

----------
<FN>

(1)      Options vest over four years at a rate of 25% per year.

</FN>
</TABLE>
<TABLE>
<CAPTION>
                                   ----------


                 Aggregated Option Exercises in Fiscal Year Ended January 31, 1998
                                  and Fiscal Year End Option Values
---------------------------------------------------------------------------------------------------
                                                                             Value of
                                 Unexercised Options (#)         Unexercised in-the-money Options
                                   at Fiscal Year End                 at Fiscal Year End ($)
Name                            Exercisable/Unexercisable           Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------

<S>                                    <C>                               <C>          
Charles H. Holmes, Jr.                 750/14,250                        $ 2,953/$ 53,109

Paul L. Dailey, Jr.                     625/9,375                        $ 2,461/$ 35,039

</TABLE>

                                       6
<PAGE>

EMPLOYMENT AGREEMENTS

The Company entered into an employment  agreement with Mr. Holmes  effective May
1, 1995.  Under the agreement Mr. Holmes is currently paid an annual base salary
of $134,200,  which may be increased from time to time by the Company's Board of
Directors, plus certain fringe benefits including group insurance,  supplemental
medical benefits and an automobile  allowance.  Mr. Holmes may also receive,  at
the sole discretion of the Company's Board of Directors, additional compensation
in the form of a cash  bonus or equity  securities  under the Option  Plan.  The
original  term of the agreement  was one year,  but the agreement  automatically
extends an additional  one year unless  otherwise  terminated by either party by
October 31 of the  existing  term.  Pursuant  to such  provision,  Mr.  Holmes's
contract  automatically renewed on May 1, 1998, for the period through April 30,
1999. In the event that Mr. Holmes's  employment is terminated without cause, he
will be entitled to a lump sum payment equal to twice his annual base salary and
the continuation of his fringe benefits for a period of two years. A non-renewal
of the  contract  term by the Company  within six months prior to or three years
after a "Change in Control" will be treated as a termination  without  cause.  A
"Change  in  Control"  is  defined  as (i) a change  within  twelve  months of a
majority of the Company's Board of Directors,  (ii) a change in control of fifty
percent of the Company's voting stock, (iii) the sale of the assets of Spitz, or
(iv) any merger or  consolidation  of the Company's  business which results in a
change in ownership of the majority of the equity of the Company.  The agreement
also includes a restrictive  covenant whereby Mr. Holmes agrees not to engage in
a competing business of the Company for a period of (i) three years in the event
of a termination  for cause or (ii) one year in the event that his employment is
otherwise terminated.

The Company entered into an Employment  Agreement with Mr. Dailey  effective May
1, 1995.  Under the Agreement Mr. Dailey is currently paid an annual base salary
of $86,700,  which may be increased from time to time by the Company's  Board of
Directors,  plus  certain  fringe  benefits  made  available  to  the  Company's
executive  officers  generally.  Mr.  Dailey  may  also  receive,  at  the  sole
discretion of the Company's Board of Directors,  additional  compensation in the
form of a cash bonus or equity  securities  under the Option Plan.  The original
term of the Agreement was one year, but the Agreement  automatically  extends an
additional one year unless  otherwise  terminated by either party by December 31
of the  existing  term.  Pursuant  to  such  provision,  Mr.  Dailey's  contract
automatically  renewed on May 1, 1998, for the period through April 30, 1999. In
the event that Mr. Dailey's  employment is terminated  without cause, he will be
entitled  to a lump  sum  payment  equal  to his  annual  base  salary  and  the
continuation  of his fringe  benefits for a period of one year. A non-renewal of
the contract term by the Company within six months prior to or three years after
a "Change in  Control"  (as  defined  above)  will be  treated as a  termination
without cause.  The Agreement also includes a restrictive  covenant  whereby Mr.
Dailey agrees not to engage in a competing  business of the Company for a period
of (i) three years in the event of a  termination  for cause or (ii) one year in
the event that his employment is otherwise terminated.

COMPENSATION OF DIRECTORS

The  Chairman of the Board of  Directors  is paid a fee of $50,000 per annum and
each other outside  director is paid a fee of $10,000 per annum. The fee paid to
the Chairman is based on the Chairman's  spending one-third of his working hours
assisting the Company and its subsidiary.

                                       7
<PAGE>



    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain  information as to the only persons known
to the Company to be the beneficial owners of more than five percent (5%) of the
outstanding Common Stock of the Company as of March 31, 1998 (except for William
D. Witter and Charles Huber, whose respective  beneficial ownership is disclosed
in the  immediately  following  table).  The Common Stock is the Company's  only
class of voting securities.



                                    Amount and Nature
Name and Address                 of Beneficial Ownership     % of Common Stock
------------------------------------------------------------------------------
Penfield Limited Partnership              81,760                   16.3%
c/o William D. Witter, Inc.
153 East 53rd Street
New York, NY 10022

Estate of Alan Drew                       48,710                    9.7%
421 Sable Palm Lane
Vero Beach, FL 32963



SECURITY OWNERSHIP OF MANAGEMENT

The following  table sets forth,  as of March 31, 1998,  the number of shares of
the outstanding  Common Stock of the Company  beneficially  owned by each of the
current  directors and executive  officers for whom disclosure is required to be
made  under the  Summary  Compensation  Table  pursuant  to Item  402(a)  (2) of
Regulation  S-B  promulgated  under  the  Securities  Exchange  Act of 1934,  as
amended,  individually,  and by the directors and all of the Company's executive
officers as a group:



Name                                     Shares Owned        % of Common Stock

William D. Witter                           246,498 (1)              49.2%
Charles Huber                                49,500                   9.9%
Michael S. Gostomski                         21,290                   4.2%
Charles H. Holmes, Jr.                        4,000 (2)                 *  (3)
Calvin A. Thompson                           18,400 (4)               3.7%
Paul L. Dailey, Jr.                           2,500 (5)                 *  (3)

All current Directors and executive         347,693 (6)              68.7% (3)
officers as a group (8 persons)
----------
* Less than 1%


     (1)  Includes  (i) 102,813  shares of Common  Stock  owned by Mr.  Witter's


                                       8
<PAGE>

          spouse and adult children,  (ii)20,600 shares of Common Stock owned by
          the William D. Witter,  Inc., Profit Sharing Fund, (iii) 860 shares of
          Common Stock owned by ADW Inc.,  (iv) 222 shares of Common Stock owned
          by Virginia Woods Witter,  (v) 209 shares of Common Stock owned by the
          Helen C.  Witter  Trust,  and (vi) the 81,760  shares of Common  Stock
          beneficially  owned by Penfield  Limited  Partnership and described in
          the immediately  preceding  table.  Mr. Witter  disclaims a beneficial
          interest in the shares of Common  Stock owned by Mr.  Witter's  spouse
          and children.
     (2)  Includes  1,500  shares of Common Stock  acquirable  within sixty days
          upon the exercise of Mr. Holmes's stock options.

     (3)  Assumes the issuance by the Company of all securities issuable to such
          executive officer or all directors and executive  officers as a group,
          as the case may be, upon the  exercise  of all  options  owned by such
          person or group.

     (4)  Includes 2,500 shares of Common Stock owned by Mr. Thompson's  spouse.
          Mr. Thompson  disclaims a beneficial  interest in the shares of Common
          Stock owned by his spouse.

     (5)  Includes  1,250  shares of Common Stock  acquirable  within sixty days
          upon the exercise of Mr. Dailey's stock options.

     (6)  Includes a total of 5,250  shares of Common  Stock  acquirable  within
          sixty  days  upon  the  exercise  of all  stock  options  owned by the
          Company's executive officers.

                                   ----------


            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On  September  26, 1997 the Company  offered  holders of 1,744  outstanding
shares  of  the  Company's  Series  B  Cumulative  Convertible  Preferred  Stock
("Preferred")  the right to exchange  each share of the Preferred for 125 shares
of the  Company's  common stock  ("Common").  The offer (the  "Exchange  Offer")
expired on November 28, 1997.  Holders of 1,414 shares of Preferred accepted the
exchange offer. Accordingly,  in January 1998, the Company issued 176,750 of its
authorized Common in exchange for 1,414 shares of Preferred, which were retired.
The  holders of the  remaining  330 shares of  Preferred  did not respond to the
solicitation  and their shares will remain  outstanding  unless and until either
(i) the shares  are  redeemed  or  converted  in  accordance  with the  original
contractual  terms of the Preferred or (ii) the holders of the Preferred request
and the Company  agrees to exchange their shares at a future time (which neither
side is obligated to do and which, if done,  would be at an exchange ratio to be
negotiated in conjunction therewith).

     In the Exchange Offer, the following officers, directors and 10% beneficial
shareholders  exchanged  Preferred for Common:  (i) Jonathan  Shaw, an executive
officer,  exchanged  20 shares of  Preferred  for 2,500  shares of Common;  (ii)
Michael  Gostomski,  a director,  exchanged  128 shares of Preferred  for 16,000
shares of Common;  (iii) Calvin  Thompson,  a director,  exchanged 100 shares of
Preferred  for  12,500  shares of Common;  (iv) Charles  Huber,  Chairman of the
Board of  Directors,  exchanged  100 shares of  Preferred  for 12,500  shares of
Common;  (v) Charles Holmes, a Director and an executive  officer,  exchanged 20
shares of preferred for 2,500 shares of Common;  (vi) Paul Dailey,  an executive
officer, exchanged 10 shares of Preferred for 1,250 shares of Common; (vii) John
Fogleman,  an executive officer,  exchanged 4 shares of Preferred for 500 shares
of Common;  (viii)  Penfield  Limited  Partners,  a 10% beneficial  shareholder,
exchanged 400 shares of Preferred for 50,000 shares of Common;  and (ix) William
D.  Witter's son  exchanged  140 shares of Preferred for 17,500 shares of Common


                                       9
<PAGE>

and the William D. Witter,  Inc.,  Profit  Sharing Fund  exchanged 160 shares of
Preferred for 20,000 shares of Common.

         On June 12, 1997, the Company entered in to a series of debt agreements
with a new lender, a commercial  bank,  whereby proceeds from two new promissory
notes payable to the new lender were used to retire  previous bank debt owed to,
and a Stock  Subscription  Warrant held by,  Comerica  Bank,  N.A., a commercial
lender  ("Comerica").  Comerica agreed to accept $1,230,000 in full satisfaction
for all existing debt and for the surrender of the Stock Subscription Warrant to
purchase  108,913 shares of the Company's  Common Stock for $0.20 per share.  By
virtue of  holding  the  aforesaid  Stock  Subscription  Warrant  Comerica  was,
immediately  prior to the consummation of the aforesaid  transaction,  a greater
than 5% beneficial shareholder of the Company.



                                       10
<PAGE>


                                   SIGNATURES

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

Dated:  May 29, 1998                              TRANSNATIONAL INDUSTRIES, INC.


                                                     By:  /s/  Paul L. Dailey
                                                     ------------------------
                                                        Paul L. Dailey
                                                        Secretary-Treasurer
                                                        Chief Financial 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.


Signature                                   Title                     Date

/s/ Charles F. Huber          Chairman of the Board                 May 29, 1998
--------------------          
Charles F. Huber


/s/ Charles H. Holmes, Jr.    Director, Chief Executive Officer     May 29, 1998
--------------------------
Charles H. Holmes, Jr.


/s/ William D. Witter         Vice Chairman of the Board            May 29, 1998
---------------------
William D. Witter

                               Director                             May 29, 1998
----------------------
Michael S. Gostomoski


                               Director                             May 29, 1998
-----------------------
Calvin A. Thompson