<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C.  20549



                                  FORM 10-Q/A



               Quarterly Report Under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



For the Quarter Ended                                        Commission File No.
September 30, 1996                                                2-94249



            HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
           (Exact name of Registrant as specified in its charter)



           Arizona                                               75-1982134
(State or other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)



                          4455 EAST CAMELBACK ROAD
                                 SUITE A-200
                           PHOENIX, ARIZONA  85018
             (Address of principal executive offices, zip code)


     Registrant's telephone number, including area code:  (602) 840-0060


Indicate by a 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 
    ---     ---
<PAGE>   2
PART I.         FINANCIAL INFORMATION:

                The financial statements and information included herein,
                except for the balance sheet at December 31, 1995, are
                unaudited; however, they reflect all adjustments which are, in
                the opinion of management, necessary for a fair statement of
                the results for the interim periods ended September 30, 1996
                and 1995.  These results may not be indicative of the results
                which may be expected for the year ended December 31, 1996, or
                any other period.





                                       2
<PAGE>   3
              HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                                 BALANCE SHEETS

               SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 (NOTE 1)



<TABLE>
<CAPTION>
                                                                                September 30,          December 31,           
                                                                                     1996                  1995               
                                                                               ----------------       ---------------         
                                                                                 (Unaudited)                                  
<S>                                                                            <C>                    <C>                     
ASSETS                                                                                                                        
------                                                                                                                        
                                                                                                                              
Cash and cash equivalents (Note 2)                                             $  2,077,172           $  1,332,041       
                                                                                                                              
Mortgage notes receivable - affiliates, net of an allowance for doubtful                                              
   receivables of $5,018,000 and $4,576,000 at September 30, 1996                                                             
   and December 31, 1995, respectively (Note 4) and net of loan                                                               
   origination fees of $2,338 for 1995                                                    -              1,092,345       
                                                                                                                              
Accrued interest receivable - affiliates, net of deferred interest of                                                         
   $4,377,709 and $3,928,180 at September 30, 1996 and                                                                        
   December 31, 1995, respectively (Note 2)                                       1,600,000              1,639,890       
                                                                                                                              
Deferred charges, net                                                                   150                  1,950       
                                                                               ------------           ------------       
                                                                               $  3,677,322           $  4,066,226       
                                                                               ============           ============       
                                                                                                                              
                                                                                                                              
LIABILITIES AND PARTNERS' EQUITY                                                                                              
--------------------------------                                                                                              
                                                                                                                              
Accounts payable                                                               $         10           $          9       
                                                                                                                              
Partners' equity:                                                                                                             
   Limited partners - 2,568 units outstanding                                                                                 
   at September 30, 1996 and December 31, 1995                                    3,643,287              4,028,303       
                                                                                                                              
   General partner                                                                   34,025                 37,914 
                                                                               ------------           ------------ 
                                                                                  3,677,312              4,066,217       
                                                                               ------------           ------------       
                                                                                                                              
                                                                               $  3,677,322           $  4,066,226       
                                                                               ============           ============       
</TABLE>
        




             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                     INTEGRAL PART OF THESE BALANCE SHEETS.

                                       3
<PAGE>   4
              HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                       UNAUDITED STATEMENTS OF OPERATIONS

    FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (NOTE 1)

                                                                               
                                                            
<TABLE>                                                         
<CAPTION>                                                       
                                          For the Three          For the Nine           For the Three            For the Nine
                                          Months Ended           Months Ended            Months Ended            Months Ended
                                          Sept 30, 1996          Sept 30, 1996          Sept 30, 1995            Sept 30, 1995
                                          -------------          -------------          -------------            -------------
<S>                                       <C>                    <C>                    <C>                      <C>
   Revenues:                                                                       
                                                                                   
       Interest and loan origination                                               
          fees from affiliates (Note 2)   $       51,251         $     150,235          $      44,013            $   122,644
                                                                                   
   Expenses:                                                                       
                                                                                   
       Operating                                  47,701                96,795                  4,514                 56,370
                                                                                   
       Bad Debt (Reversal)                       (29,455)              440,545               (540,670)              (540,670)
                                                                                   
       Amortization                                  600                 1,800                    600                  1,800
                                          --------------         -------------          -------------            -----------
                                                                                   
                                                                                   
                                                  18,846               539,140               (535,556)              (482,500)
                                          --------------         -------------          -------------            -----------
                                                                                   
                                                                                   
          Net income (loss)               $       32,405         $    (388,905)         $     579,569            $   605,144
                                          ==============         =============          =============            ===========
                                                                                   
                                                                                   
Net income (loss) allocable to                                                     
   limited partners                       $       32,081         $    (385,016)         $     573,773            $   599,093
                                                                                   
Net income (loss) allocable to                                                     
   general partner                                   324                (3,889)                 5,796                  6,051
                                          --------------         -------------          -------------            -----------
                                                                                   
                                                                                   
Net income (loss)                         $       32,405         $    (388,905)         $     579,569            $   605,144
                                          ==============         =============          =============            ===========
                                                                                   
                                                                                   
Net income (loss) per limited                                                      
   partnership unit                       $           12         $        (149)         $         223            $       233
                                          ==============         =============          =============            ===========
</TABLE>                                                        
                                                                
                                                                
                                                                


             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.

                                       4
<PAGE>   5
              HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                         STATEMENTS OF PARTNERS' EQUITY

                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                 FOR THE YEAR ENDED DECEMBER 31, 1995 (NOTE 1)


                                                        
<TABLE>                                                           
<CAPTION>                                                         
                                      General         Limited     
                                      Partner         Partners        Total   
                                    -----------     -----------    -----------
<S>                                 <C>             <C>            <C>
Balance, December 31, 1994          $    20,237     $ 2,278,289    $ 2,298,526
                                                                  
   Net income                            17,677       1,750,014      1,767,691
                                    -----------     -----------    -----------
                                                                  
Balance, December 31, 1995               37,914       4,028,303      4,066,217
                                                                  
   Net loss                              (3,889)       (385,016)      (388,905)
                                    -----------     -----------    -----------
                                                                  
Balance, September 30, 1996         $    34,025     $ 3,643,287    $ 3,677,312
                                    ===========     ===========    ===========
</TABLE>                                                          
                                                                  
                                                                  
                                                                  
                                                                    

             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.

                                       5
<PAGE>   6
              HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                       UNAUDITED STATEMENTS OF CASH FLOWS

         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (NOTE 1)




<TABLE>                                                                         
<CAPTION>                                                                       
                                                                      1996           1995    
                                                                 -------------  ---------------
<S>                                                              <C>            <C>
Cash Flows From Operating Activities                                            
   Receipt of interest on Specific Loans and                                    
     short-term investments                                      $    189,243      $  1,126,932
   Payment of operating costs                                         (96,795)          (56,375)
                                                                 ------------      ------------
       Net cash provided by operating                                          
          activities, net of distributions                             92,448         1,070,557
                                                                                
Cash Flows From Investing Activities                                            
   Loans to Affiliated Borrowers                                     (442,000)                -
   Payment of Loans to Affiliated Borrowers                         1,094,683                 -
                                                                 ------------      ------------
       Net cash from financing activities                             652,683                 -
                                                                 ------------      ------------
Cash and cash equivalents, beginning of                                         
   year                                                             1,332,041           204,315
                                                                 ------------      ------------
Cash and cash equivalents, end of period                         $  2,077,172      $  1,274,872
                                                                 ============      ============
                                                                                
RECONCILIATION OF NET INCOME (LOSS) TO CASH PROVIDED BY                         
   OPERATING ACTIVITIES:                                                        
   Net income (loss)                                             $   (388,905)     $    605,144
   Adjustments to reconcile net income to                                       
       net cash provided by operating activities:                               
       Amortization expense                                             1,800             1,800
       Loan origination fees                                           (2,338)           (9,297)
       Bad Debt Expense                                               440,545                 -
       Decrease in accrued interest receivable                         41,345           472,916
       Increase (decrease) in accounts payable                              1                (6)
                                                                 ------------      ------------
          Net cash provided by operating                                        
             activities, net of distributions                    $     92,448      $  1,070,557
                                                                 ============      ============
</TABLE>                                                                        
                                                                                
                                                 



             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.

                                       6
<PAGE>   7
              HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS

(1)    SIGNIFICANT ACCOUNTING POLICIES:

       In the opinion of management, the accompanying audited and unaudited
       financial statements contain all adjustments which are normal and
       recurring necessary to present fairly the financial position of Hall
       Institutional Mortgage Fund Limited Partnership (the "Partnership"), as
       of September 30, 1996 and December 31, 1995, and the results of
       operations and changes in financial position for the nine months ended
       September 30, 1996 and 1995.  The general partner of the Partnership is
       Hall Pension Fund Associates and the general partner of Hall Pension
       Fund Associates is Hall 1985 Management Associates (the "Managing
       General Partner").

       For a summary of additional significant accounting policies and other
       matters, see the notes to financial statements of the Partnership which
       are included in the Annual Report of Form 10-K for the year ended
       December 31, 1995.

(2)    ACCRUED INTEREST RECEIVABLE:

       The original loans made by the Partnership were to affiliated
       partnerships ("Affiliated Borrowers") which at the time of origination
       were secured only by a subordinate lien on the mortgaged real property
       which was pledged as security ("Specific Loans"). All of the Specific
       Loans have been  modified and do not require payment of interest until
       either sale or refinancing of the Affiliated Borrower's real property or
       in some instances to the extent cash flow is available from the
       Affiliated Borrowers after the payment in full of the Affiliated
       Borrower's first lien mortgage or other amounts having priority. Certain
       of the Partnership's loans, through restructure and reorganization of
       Affiliated Borrowers, are in full or part subordinated to the return of
       equity in addition to being subordinate to senior indebtedness of the
       Affiliated Borrower. Accordingly, in the first nine, six and three
       months of 1996, the Partnership accrued interest of $525,426, $351,745
       and $178,064 respectively, of which $450,984, $300,656 and $150,328 was
       deferred.

       In February 1995, three of the Affiliated Borrowers, along with 25 other
       partnerships (collectively hereafter referred to as the "Hall LPs"),
       entered into a transaction with affiliates of NHP, Inc., Paine Webber and
       Hall Financial Group, Inc. whereby the properties were transferred to
       separate limited partnerships (the "New LPs") by the respective
       Affiliated Borrowers (the "NHP Transaction"). As a result of the NHP
       Transaction, Lanetree Associates Limited Partnership, Twintree Associates
       Limited Partnership and Coachtree Associates Limited Partnership ("NHP
       Transaction Partnerships") each hold a limited partnership interest in
       its respective New LP in which affiliates of NHP, Inc. and Paine Webber
       are general partners. As part of the NHP Transaction, the senior mortgage
       for each property involved in the NHP Transaction was paid in full. In
       addition, as part of the NHP Transaction, each Hall LP (including the NHP
       Transaction Partnerships) received cash at closing, and is entitled to a
       defined priority equity amount in the New LPs (the "Preferred Equity")
       and an annual return on the Preferred Equity of 6% per annum (the
       "Operational Preference") provided that all of the Hall LPs have been
       paid the full amount of the Operational Preference due at the end of each
       calender quarter. In the event all of the Hall
        




                                       7
<PAGE>   8

       LP's have not bee paid the amount of the Operational Preference due  at
       the end of each calender quarter, the annual  return on the Preferred
       Equity in calculating the Operational Participation increases to 9% per
       annum (hereafter referred to as a "Non-Major Default").  A Non-Major
       Default occurred in April 1996, and is continuing. In addition to
       Operational Preference, each NHP Transaction Partnership is entitled to a
       priority return of the Preferred Equity and any accrued and unpaid
       Operational Preference upon refinancing or sale of the properties over
       other equity classes and a 20% participation in net proceeds available
       from sale or refinancing after payment of the Preferred Equity and any
       accrued and unpaid Operational Preference ("Sale or Refinancing
       Participation Proceeds"). As a condition of the NHP Transaction, the
       Partnership was required to release its second lien positions and retain
       unsecured loans from the NHP Transaction Partnerships for the remaining
       balances on their respective Specific Loans. The remaining balances on
       the NHP Transaction Partnerships' Specific Loans have the same economic
       and payment terms as prior to the NHP Transaction. Lanetree Associates
       Limited Partnership distributed $569,419 to the Partnership in March 1995
       in partial payment of its loan obligation to the Partnership from
       proceeds it received at closing of the NHP Transaction. There were not
       sufficient proceeds at closing (after the payment of priority repayments)
       to distribute funds to the Partnership from Coachtree Associates Limited
       Partnership or Twintree Associates Limited Partnership. However, the NHP
       Transaction Partnerships remain obligated to the Partnership pursuant to
       each partnership's Bankruptcy Plan. The terms of the Preferred Equity
       held by the NHP Transaction Partnerships provide that defined amounts be
       paid not later than December 10, 2000. NHP, Inc. has the option to pay
       the Preferred Equity amounts due the NHP Transaction Partnerships at an
       earlier date at a discounted amount. If NHP, Inc. exercises its option
       within twenty-one months of the original transaction date, or November 7,
       1996, it would result in the following estimated payments, excluding Sale
       or Refinancing Participation Proceeds and assuming a Non-Major Default
       had not occurred,  to the Partnership from each of the NHP Transaction
       Partnerships:
        
               Coachtree  . . . . . . . . . . . . . . . .  $177,960
               Lanetree . . . . . . . . . . . . . . . .  $1,167,626
               Twintree . . . . . . . . . . . . . . . . .  $381,815

       The amounts the Partnership would receive on December 10, 2000,
       excluding Sale or Refinancing Participation Proceeds and assuming a
       Non-Major Default had not occurred, is estimated to be:

               Coachtree  . . . . . . . . . . . . . . . .  $334,743
               Lanetree . . . . . . . . . . . . . . . .  $1,167,626
               Twintree . . . . . . . . . . . . . . . . .  $561,409

       During the first three months of 1996, two Affiliated Borrowers,
       Lanetree Associates Limited Partnership and Hall Seven Trails Associates
       ("Arrowtree"), repaid accrued interest to the Partnership of $71,512 and
       $44,274, respectively. In the second quarter of 1996, based on an
       updated analysis, management increased the reserve for accrued interest
       receivable by $470,000. Then in the third quarter of 1996, management
       decreased the reserve for accrued interest receivable by $471,455.





                                       8
<PAGE>   9
(3)    DISTRIBUTIONS TO PARTNERS:

       There were no partner distributions paid during the first nine months of
       1996.

(4)    MORTGAGE NOTES RECEIVABLE:

       In January 1996, Northtree Associates Limited Partnership
       ("Candlewick"), an Affiliated Borrower, refinanced the Candlewick
       apartments' mortgages. The property was refinanced with a new $5.0
       million first lien mortgage which accrues interest at 7.58% with
       principal and interest payments due monthly based on a 22-year
       amortization schedule through maturity on February 1, 2003. As a
       condition of the refinancing agreement, the Partnership was required to
       release its second lien position and retain an unsecured recourse
       promissory note from Candlewick for the remaining balance on
       Candlewick's Specific Loan. The remaining balance on the Candlewick
       Specific Loan has the same economic terms as prior to the refinancing.
       The Partnership believes it was in its best interest to release its
       second lien position to allow the refinancing to be consummated, thereby
       decreasing Candlewick's first lien mortgage interest rate and extending
       the maturity date.

       During the first quarter of 1996, Arrowtree refinanced its mortgages. As
       part of the overall refinancing, the property was transferred to
       Arrowtree Properties, Ltd. ("New Arrowtree"), with Arrowtree retaining a
       99% interest in New Arrowtree. The property was refinanced with a new
       $2.75 million first lien mortgage which accrues interest at 7.57% with
       principal and interest payments due monthly. The refinancing allowed
       Arrowtree to repay the Partnership in full the $181,000 of principal and
       $44,274 of accrued interest on a loan the Partnership made to Arrowtree
       pursuant to the 1994 restructuring of Arrowtree's first lien mortgage.
       Arrowtree also made a partial payment of $914,000 on Arrowtree's
       Specific Loan. As a condition of the refinancing agreement, the
       Partnership was required to release its second lien position and retain
       an unsecured recourse promissory note from Arrowtree for the remaining
       balance on Arrowtree's Specific Loan. The remaining balance on the
       Arrowtree Specific Loan has the same economic and payment terms as prior
       to the refinancing.

       In August 1996, Hall Brambletree Associates Limited Partnership
       ("Brambletree"), an Affiliated Borrower, refinanced the Brambletree
       apartments' mortgages. The property was refinanced with a new $6.105
       million first lien mortgage which accrues interest at 8.245% with
       principal and interest payments due monthly based on a 30-year
       amortization schedule through maturity on September 1, 2006. As a
       condition of the refinancing, the Partnership was required to loan
       Brambletree an additional $442,000 with the same terms as the
       Brambletree Specific Loan. Along with the additional loan, the
       Partnership was required to release its second lien position and retain
       an unsecured recourse promissory note from Brambletree for the remaining
       balance on Brambletree's Specific Loan. The remaining balance on the
       Brambletree Specific Loan has the same economic terms as prior to the
       refinancing. The Partnership believes it was in its best interest to
       release its second lien position to allow the refinancing to be
       consummated, thereby decreasing Brambletree's first lien mortgage
       interest rate and extending the maturity date.





                                       9
<PAGE>   10
       The Partnership updated an analysis of the collectibility of its
       mortgage notes receivable at December 31, 1995.  The Partnership
       reversed bad debt reserves totaling $1,653,386 during 1995 primarily
       based on interest payments received during 1995 the principal and
       interest payments received in connection with the Arrowtree refinancing
       discussed above. During the third quarter of 1996, the Partnership
       reserved the $442,000 advanced to Brambletree.

(5)    INVESTMENT ACT OF 1940:

       The accompanying financial statements have been prepared assuming that
       the Partnership will continue as a going concern. In February 1996, the
       Partnership's attorneys advised the Partnership that the release of the
       second lien positions on certain of the loan receivables could cause the
       Partnership to be treated as an investment company under the 1940
       Investment Company Act (the "1940 Act") by the Securities and Exchange
       Commission. The Partnership cannot become an investment company under
       the 1940 Act because it is in conflict with its partnership agreement
       and the purpose of the original offering.  Certain securities
       regulations which may be applicable to the Partnership complicate the
       determination of the best alternative for future operations of the
       Partnership.  Although there can be no assurances with respect to the
       outcome, the Partnership intends to use its best efforts to implement
       the alternative that provides the maximum benefit to its limited
       partners, while maintaining compliance with all applicable securities
       regulations. The alternatives currently being evaluated, if implemented,
       may require the Partnership to seek limited partner approval. If such
       limited partner approval is required, proxy statements will be sent to
       the limited partners which will request their votes regarding certain
       aspects of the alternative proposed.

       The accompanying financial statements have not been prepared on the
       liquidation basis of accounting, as it is not determinable if an
       immediate liquidation of the Partnership will be required. This
       uncertainty raises substantial doubt about the Partnership's ability to
       continue as a going concern. The accompanying financial statements do
       not include any adjustments that might result from the outcome of this
       uncertainty.





                                       10
<PAGE>   11
              HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

CAPITAL RESOURCES AND LIQUIDITY -

The Partnership's primary sources of liquidity are repayments of principal and
interest from the NHP Transaction Partnerships and repayments of principal and
interest from Affiliated Borrowers that have refinanced their mortgages.
Liquidity is also maintained with cash the Partnership holds as working capital
reserves in the amount of not less than 1% of invested capital as defined which
was $72,400 and $73,400 at the end of the third quarters September 30, 1996 and
1995 respectively.

The Partnership's ability to pay distributions to the general and limited
partners was, prior to the NHP Transaction, materially affected by the
non-payment of interest on the loans owed by Affiliated Borrowers. It has not
yet been determined whether there will be distributions from operations in 1996
as a result of the NHP Transaction and certain Affiliated Borrowers'
refinancing of their underlying debts. As of September 30, 1996, certain of the
Affiliated Borrowers were not making payments to the Partnership. Accordingly,
during the first nine,  six and three months of 1996, the Partnership deferred
$450,984, $300,656 and $150,328 respectively of accrued interest income.  The
Partnership expects to continue to defer a majority of the accrued interest
quarterly through December 31, 1996. Interest accrued on Lanetree Associates
Limited Partnership is being recognized as income as a result of the December
31, 1995 analysis of collectibility of mortgage notes receivable and the NHP
Transaction.


RESULTS OF OPERATIONS -

The Partnership recorded net (loss) and income of $(388,905), and $605,144 for
the nine months ended September 30, 1996 and 1995, respectively.  During the
first nine, six and three months of 1996, $73,456, $45,557 and $5,678
respectively of interest income was earned on short-term investments. In the
six and three month period ending September 30, 1996, and June 30, 1996, the
Partnership incurred professional fees of approximately $72,097 and $31,000
respectively related to analyzing the value of the mortgage receivables (see
Note 5). Accounting fees of approximately $5,500 relating to the December 31,
1995, audit were also incurred in the second quarter of 1996. Due to an updated
analysis, the Partnership recorded $470,000 as bad debt expense in the second
quarter of 1996. In the third quarter of 1996, the Partnership recorded as bad
debt expense, the $442,000 advance made in connection with Brambletree's
refinancing, and reversed $471,455 in bad debt expense related to the accrued
interest receivable from affiliates.





                                       11
<PAGE>   12
PART II.        OTHER INFORMATION:

ITEM 1.         LEGAL PROCEEDINGS

                The Partnership is not a party to any material legal
                proceedings.


ITEM 6.              EXHIBITS AND REPORTS ON FORM 8-K

     (A)      None

     (B)      None





                                      12
<PAGE>   13
                                   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.


HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

By:    Hall Pension Fund Associates,
       its General Partner

       By:    Hall 1985 Management Associates Limited Partnership
              its General Partner

              By:    Hall Apartment Associates, Inc.,
                     its Managing General Partner

              By:     /s/ Don Braun                 Date:  January 17, 1996 
                     -----------------------             ---------------------
                     Don Braun
                     President/Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person in the capacities
indicated of the Managing General Partner, on behalf of the registrant on the
date indicated.


       By:    Hall Apartment Associates, Inc., the Managing General Partner
              of Hall 1985 Management Associates Limited Partnership, the
              General Partner of Hall Pension Fund Associates, the General
              Partner of Hall Institutional Mortgage Fund Limited Partnership


              By:     /s/ Don Braun                 Date:  January 17, 1996 
                     -----------------------             ---------------------
                     Don Braun
                     President/Treasurer





                                       13