UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 10-Q

      (Mark One)                                           
      [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Quarter Ended December 28, 1996     Commission File No.
0-14960

                               OR  

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

For the transition period from                  to               



                       GOLDEN POULTRY COMPANY, INC.              
      (Exact name of registrant as specified in its charter)


      GEORGIA                                      58-1492075    
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)               Identification No.)


244 Perimeter Center Parkway, N.E., Atlanta, Georgia      30346  
(Address of principal executive offices)              (Zip Code)


(Registrant's telephone number,  including area code) (770)  393-
5050       

                                     N/A                         
(Former name, former address and  former fiscal year, if  changed
since last report.)

Indicate by check mark  whether the registrant (1) has  filed all
reports  required  to be  filed  by Section  13  or 15(d)  of the
Securities Exchange  Act of 1934  during the preceding  12 months
(or for such shorter  period that the registrant was  required to
file  such  reports), and  (2) has  been  subject to  such filing
requirements for the past 90 days.

                                            Yes  X      No     

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                    OUTSTANDING AS OF
                  CLASS             January 27, 1997  

               Common Stock, No
                 Par Value              14,623,813

 
          
           GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY


                              INDEX


                                                       Page No.
Part  I.  Financial Information

     Item 1.  Financial Statements

              Consolidated Balance Sheets -
                December 28, 1996 and June 29, 1996   . .    1

              Consolidated Statements of Operations -
                Three Months and Six Months
                Ended December 28, 1996 and 
                December 30, 1995   . . . . . . . . . . .    2

                Consolidated Statements of Cash Flows -
                Six Months Ended December 28, 1996
                and December 30, 1995. . .  . . . . . . .    3

                Notes to Consolidated Financial
                 Statements   . . . . . . . . . . . .   . . 4 - 5


     Item 2.  Management's Discussion and Analysis of
                Consolidated Results of Operations and
                Financial Condition   . . . . . . . . . .   6 - 8

Part II.  Other Information

     Item 1.  Legal Proceedings . . . . . . . . . . . . .    9
    
     Item 5.  Other Information  . . . . . . . . . . . . .  10

     Item 6.  Exhibits and Reports on Form 8-K  . . . . .   11


<TABLE>
                                                                   Page 1
                     GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY
                             CONSOLIDATED BALANCE SHEETS
                                (Amounts in thousands)
                                     (Unaudited)
<CAPTION>

                                               Dec. 28,1996   June 29, 1996
                   ASSETS

<S>                                            <C>                <C>
Current assets:
   Cash and cash equivalent                     $  3,395           2,599
   Trade accounts receivable less allowance                
     for doubtful accounts of $33 at 
     Dec. 28, 1996 and $31 at June 29, 1996       27,102          23,654
   Inventories (note 3)                           63,002          54,903
   Other                                           5,443           2,468
        Total current assets                      98,942          83,624
Property, plant and equipment, net                94,974          73,738
Other assets                                       4,843           6,617
                                                $198,759         163,979
                                                        
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt            $    599             585
   Short-term borrowings from Gold Kist                 
    (note 4)                                       7,282             -  
   Accounts payable                               33,185          26,292
   Due to Gold Kist                                5,260           1,207
   Income taxes payable                              289           2,705
   Accrued compensation and related expenses       6,692           8,300
        Total current liabilities                 53,307          39,089
Long-term debt, excluding current portion         17,754           4,840
Other liabilities                                  5,495           5,495
        Total liabilities                         76,556          49,424
Minority interest in consolidated partnership     11,582          10,198
Shareholders' equity:
   Preferred stock, $1.00 par value.
    Authorized 1,000 shares; no shares issued       -               -   
    Common stock, no stated par value.
    Authorized 20,000 shares; issued 14,886
    shares at Dec. 28, 1996 and 14,882 at 
    June 29, 1996                                 65,507          65,464
    Retained earnings                             47,333          41,112
                                                 112,840         106,576
                                                                        
   Less treasury stock, at cost, 358 shares
    at Dec. 28, 1996 and June 29, 1996             2,219           2,219
        Total shareholders' equity               110,621         104,357
Contingency (note 5)                                                    
                                                $198,759         163,979


             See Accompanying Notes to Consolidated Financial Statements.

</TABLE>
<TABLE>
                                                                  Page 2


                     GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Amounts in thousands, except per share data)
                                     (Unaudited)

<CAPTION>                                                  
                                  Three Months Ended    Six Months Ended 
                                  Dec. 28,   Dec. 30,   Dec. 28,  Dec. 30,
                                    1996       1995       1996      1995 
<S>                              <C>        <C>        <C>       <C>     
Net sales                         $182,004   144,242    357,704   287,866
Cost of sales                      169,637   129,926    334,326   262,247
   Gross profit                     12,367    14,316     23,378    25,619
Selling, administrative and
  general expenses                   5,617     5,449     10,923    10,551
   Operating income                  6,750     8,867     12,455    15,068
Other (expense) income:                                        
  Interest expense                    (362)     (324)      (618)     (779)
  Miscellaneous, net                   (65)       79         58       155
                                      (427)     (245)      (560)     (624)
Earnings before minority
     interest and income taxes       6,323     8,622     11,895    14,444

Minority interest in partnership
  (gain)loss                        (1,114)     (258)    (1,385)      305
   Earnings before income taxes      5,209     8,364     10,510    14,749

Income tax expense                   1,995     3,264      3,998     5,647
   Net earnings                   $  3,214     5,100      6,512     9,102

Net earnings per share            $    .22       .35        .45       .63
Weighted average outstanding
  shares                            14,526    14,522     14,525    14,519
Cash dividends per share          $    .01       .01        .02       .02
                                                               


             See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
                                                                    Page 3

                     GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
                                (Amounts in thousands)

<CAPTION>
                                                       Six Months Ended   
                                                     Dec. 28,     Dec. 30,
                                                      1996         1995   
<S>                                                <C>             <C>     
Cash flows from operating activities:
  Net earnings                                        $ 6,512        9,102
  Non-cash items included in net earnings:            
     Depreciation                                       6,423        8,720
     Minority interest in partnership gain (loss)       1,385         (305)
     Deferred taxes                                      (866)        (388)
     Other                                                 99           74
Changes in operating assets and liabilities:          
     Trade accounts receivable                         (3,447)        (105)
     Inventories                                       (8,099)      (2,410)
     Accounts payable and accrued compensation and
         related expenses                               5,286        7,655
     Due to Gold Kist                                   3,380       (2,855)
     Income taxes                                      (2,416)         456
     Other                                             (2,843)      (2,456)
        Net cash provided by operating activities       5,414       17,488

Cash flows from investing activities:                 
  Acquisitions of property, plant and equipment       (25,271)      (4,110)
  Other                                                    61           55
       Net cash used in investing activities          (25,210)      (4,055)

Cash flows from financing activities:                 
  Short-term borrowings (repayments), net, payable           
     to Gold Kist                                       7,954       (3,877)
  Principal payments of long-term debt                    (72)      (7,372)
  Proceeds from long-term debt                         13,000            -
  Dividends paid                                         (290)        (290)
        Net cash provided by (used in)
        financing activities                           20,592      (11,539)
         
       Net change in cash and cash equivalents            796        1,894

Cash and cash equivalents at beginning of period        2,599        2,720

Cash and cash equivalents at end of period            $ 3,395        4,614
      
Supplemental disclosure of cash flow information:
   Cash paid during the periods for:
      Interest (net of amounts capitalized)           $    618         772
      Income taxes                                    $  7,280       5,578


             See Accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                                                 
                                                           Page 4

           GOLDEN POULTRY COMPANY, INC. AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (Amounts in thousands)
                           (Unaudited)

1. The  accompanying unaudited  consolidated financial statements
   reflect the accounts of Golden  Poultry Company, Inc. and  its
   subsidiary and a majority  owned partnership, Carolina  Golden
   Products  Company  (collectively,   "the  Company").     These
   consolidated   financial   statements  should   be   read   in
   conjunction  with  Management's  Discussion  and  Analysis  of
   Financial Condition  and Results of  Operations and the  Notes
   to Consolidated  Financial Statements on  pages 11 through  15
   and  pages  22  through 29,  respectively,  of  the  Company's
   Annual Report in the previously  filed Form 10-K for  the year
   ended June 29, 1996.

2. In  the  opinion of  management,  the  accompanying  unaudited
   consolidated  financial  statements  contain  all  adjustments
   (consisting   of  normal  recurring   accruals)  necessary  to
   present fairly the  financial position, results of operations,
   and cash flows.   Results  of operations  for interim  periods
   are  not necessarily  indicative  of  results for  the  entire
   year.

3. Inventories consist of the following:
<TABLE>
<CAPTION>

                                    December 28, 1996    June 29, 1996
     <S>                                <C>               <C>     
     Live poultry                        $38,182           32,255 
     Feed, eggs, and supplies             14,854           13,069 
     Marketable products                   9,966            9,579 
                                         $63,002           54,903 
</TABLE>

4. The  amounts  outstanding  represent  borrowings  by  Carolina
   Golden   Products  under  a  $15.0  million  Revolving  Credit
   Agreement with Gold Kist.

5. In January 1993, certain  Alabama member patrons of  Gold Kist
   Inc.  filed a  lawsuit  in  the  Circuit  Court  of  Jefferson
   County, Alabama,  Tenth Judicial  Circuit against  the Company
   and Gold Kist Inc. and  certain directors and officers  of the
   companies.   (Ronald  Pete  Windham and  Windham  Enterprises,
   Inc. on  their behalf  and on behalf  of and  for the use  and
   benefit of  Gold Kist,  Inc. and  its shareholders/members  v.
   Harold  O.  Chitwood,  individually  in  his  capacity  as  an
   officer of  Gold Kist  and a  Director of  Golden Poultry;  et
   al).  The lawsuit  alleges that the named  defendants violated
   their fiduciary  duties by  diverting corporate  opportunities
   from Gold  Kist to  the Company  and Carolina Golden  Products
   Company in  connection with  the creation  of the  Company and
   Carolina  Golden  Products  Company  and  by  permitting their
   continued operations.   Among the remedies requested  were the
   transfer of  the Company's operations  to Gold Kist. In  March
   1994,  the Court  certified the Windham  litigation as a class
   action.  In  September 1995,  the Company and  Carolina Golden
   Products  Company were  dismissed  from  the litigation.    On
   October 25,  1995,  the  jury in  the  Windham  case  returned
   verdicts in favor  of the plaintiffs  in the  litigation.   On
   July  2, 1996,  the Jefferson  County,  Alabama Circuit  Court
   Judge entered a  memorandum opinion and non-final  judgment in
   the case directing  Gold Kist to acquire the approximately 27%
   of Company shares  currently owned by investors so that all of
   the  issued  and outstanding  stock  of the  Company  would be
   owned by Gold  Kist.  The Court denied the plaintiffs' demands
   for  additional  allocations  and  cash  distributions  to the
   class  members.  On September 13,  1996, subsequent to Motions
   for Reconsideration  filed by  the plaintiffs  and Gold  Kist,
   the Court entered a Final Judgment and  
                                                                
                                                        Page 5

   Decree amending  its July 2,  1996 Order.   The Final Judgment
   and Decree, clarified  and reaffirmed  by order  of the  Court
   dated November  4, 1996, relieves Gold Kist of the requirement
   to acquire the  27% of Golden Poultry common stock not already
   owned by Gold Kist.   This Final Judgment and  Decree requires
   Gold  Kist to  acquire  or redeem  all  Golden Poultry  common
   stock  and/or  stock  options held  or  issued  to  Gold  Kist
   officers  and  directors.   On  December 16,  1996,  the Final
   Judgment   and  Decree   became   final  and   non-appealable.
   Pursuant  to  the   Final  Judgment  and  Decree,   Gold  Kist
   purchased 299,395 shares of Golden  Poultry common stock owned
   by  Gold Kist  officers  and directors  in  December 1996  and
   January 1997.  The  Company is  also  party to  other  various
   legal and administrative proceedings, all of  which management
   believes constitute  ordinary routine  litigation incident  to
   the business conducted  by the Company, or are not material in
   amount.                                   

                                                                
                                                           Page 6


ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF RESULTS OF OPERATIONS
                           AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

Net sales
Net sales for the  three and six months ending  December 28, 1996
increased  26.2%  and 24.3%,  respectively,  as  compared to  the
comparable periods  a year ago.   The net sales increase  for the
quarter  ended December  28,  1996 was  due  primarily to  a  21%
increase in pounds of poultry products sold and a  4% increase in
average  selling prices.  For the three months ended December 28,
1996, broiler  market prices increased  as compared  to the  same
period  a year ago as a result  of strong demand, particularly in
the export markets,  and the lower rate of growth  in the poultry
industry.   The increase  in broiler pounds  sold was  due to the
Siler City acquisition in  July 1996 and changes in  product mix.
For  the six  months ended  December 28,  1996, the  Company sold
approximately  496.3  million  pounds  of   broiler  products  as
compared to 424.5 million in the comparable period a year ago.

Consolidated  net sales include the net  sales of Carolina Golden
Products Company, a consolidated partnership, which had net sales
of  $50.3 million and $98.8  million, respectively, for the three
months  and six  months ended  December 28,  1996 as  compared to
$41.4 million and $80.9 million for the comparable periods a year
ago.   The Company's food distribution facility  in South Florida
had net  sales of $9.2  million and $18.2  million, respectively,
for  the three and six months ended December 28, 1996 as compared
to  $8.6  million and  $16.2 million  for  the same  periods last
fiscal year.

Cost of sales
Cost of  sales, as a percentage  of net sales, for  the three and
six  months  ended  December   28,  1996  were  93.2% and  93.5%,
respectively, as  compared to 90.1% and  91.1%, respectively, for
the  comparable  periods  a  year  ago.    The  increase  in  the
percentage relationship was primarily  the result of the increase
in  feed ingredient  costs.   The 21.0%  increase in  pounds sold
during the current quarter contributed to the dollar  increase in
cost of  sales.   For the quarter  ended December 28,  1996, feed
ingredient  costs  were  approximately  42% higher  than  in  the
comparable  quarter a year ago.   The increase  in the percentage
relationship  was partially  offset  by the  increase in  average
selling prices. 

Although  the Company's  feed  ingredient costs  for the  quarter
ended December  28, 1996 remained at  significantly higher levels
than  the same  quarter last  year, cash  market prices  for feed
grains declined  substantially during the quarter  ended December
28, 1996 as  a result of the large 1996 U.S.  grain harvest.  The
impact  of lower  grain prices should  positively impact  cost of
sales in 1997.

Selling, administrative, and general expenses
Selling, administrative and general  expenses, as a percentage of
net sales,  were 3.1% for the three and six months ended December
28,  1996 as  compared to  3.8% and  3.7%, respectively,  for the
comparable  periods  last  fiscal  year.   The  decrease  in  the
percentage relationship was primarily the result of the growth in
net sales.

                                                               
                                                          Page 7


Interest and other Income
Interest expense for the three months ended December 28, 1996 was
$362,000  as compared to $324,000 in the comparable period a year
ago.   The  increase   was  due  primarily to  increased  average
borrowings.

Minority interest in partnership loss
Minority interest  in partnership  gain of $1.1  million for  the
three months ended  December 28, 1996 represents Gold Kist Inc.'s
49%  prorata  share of  the  Carolina  Golden Products  Company's
quarterly gain.  For the comparable period last fiscal year, Gold
Kist's  prorata share of the gain was $258,000.  Earnings for the
three  months  ended December  28,  1996  resulted from  improved
performance  in further-processing operations  and higher average
selling prices.

Earnings (loss) before income taxes
The  Company had earnings before income taxes of $5.2 million for
the  three months  ended December  28, 1996  as compared  to $8.4
million  for the comparable period last fiscal year.  The decline
in  earnings  before  income  taxes  was  due  to  increased feed
ingredient  costs  and was  partially  offset  by higher  average
selling prices.

Income Taxes
The  Company's combined  Federal and  state  income tax  rate was
38.0%  for the six months ended  December 28, 1996 as compared to
38.3% for the same period  a year ago.

LIQUIDITY AND CAPITAL RESOURCES

At December  28, 1996,  working capital,  the current  ratio, and
shareholders' equity were  $45.6 million,  1.86 to  1 and  $110.6
million, respectively,  as compared to  $44.5 million, 2.14  to 1
and  $104.4  million,  respectively,  at  June  29,  1996.    The
Company's  ratio of  long-term debt  to total  capitalization was
13.8% at December 28, 1996 as compared to 4.4% at  June 29, 1996.
The Company  has revolving credit facilities  with two commercial
banks  totaling  $45.0  million,   of  which  $13.0  million  was
outstanding at  December 28, 1996.  Also, the Company has a $15.0
million short-term credit  facility with Gold Kist  of which $7.2
million was outstanding at December 28, 1996.  

Net cash provided by operating activities of $5.4 million for the
six months  ended December  28, 1996  resulted from  net earnings
adjusted for noncash charges. Increased trade accounts receivable
and inventories at December 28, 1996 as compared to June 29, 1996
resulted from the  acquisition of the Siler City,  N.C. operation
in July  1996 and the  impact of increased  feed grain  prices on
field  inventories.    Uses of  cash  for  the  six months  ended
December  28, 1996  included  $25.3 million  in expenditures  for
property,  plant  and  equipment.  Fiscal  1997  budgeted capital
expenditures are approximately $72.7 million.   

Approximately  19%  of the  Company's  net sales  in  the current
quarter  were to  one  customer, a  major  retail grocery  chain.
Management is unable to predict with any degree of certainty what
effect  the  loss of  this major  customer  would have  on future
results  of operations and liquidity.   However, the  loss of the
customer would,  in the  opinion of management,  adversely affect
results  of  operations  if  sales  from  the  customer  were not
replaced by comparable sales to other customers.
                                                               
                                                    Page 8


Management   believes  existing  cash,  amounts  available  under
existing credit  arrangements, and  expected cash to  be provided
from  operations  will be     sufficient  to maintain  cash flows
adequate  for  the  Company's growth  and  operational objectives
during fiscal 1997.

                                                     Page 9 



                   PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings.

         In January 1993, certain  Alabama member patrons of Gold
     Kist  Inc. filed a lawsuit in the Circuit Court of Jefferson
     County, Alabama, Tenth Judicial  Circuit against the Company
     and Gold Kist Inc. and certain directors and officers of the
     companies.   (Ronald Pete  Windham and  Windham Enterprises,
     Inc. on  their behalf and on  behalf of and for  the use and
     benefit of  Gold Kist, Inc. and  its shareholders/members v.
     Harold  O.  Chitwood, individually  in  his  capacity as  an
     officer  of Gold Kist  and a Director of  Golden Poultry; et
     al).  The lawsuit alleged that the named defendants violated
     their  fiduciary duties by diverting corporate opportunities
     from  Gold Kist to the Company  and Carolina Golden Products
     Company in connection  with the creation of the  Company and
     Carolina  Golden  Products Company  and by  permitting their
     continued operations.  Among  the remedies requested are the
     transfer of the Company's operations to  Gold Kist. In March
     1994, the Court certified the Windham litigation as  a class
     action.   In September 1995, the Company and Carolina Golden
     Products  Company were  dismissed from  the litigation.   On
     October 25,  1995, the  jury  in the  Windham case  returned
     verdicts in favor  of the plaintiffs in the litigation.   On
     July 2,  1996, the  Jefferson County, Alabama  Circuit Court
     Judge entered a memorandum opinion and non-final judgment in
     the case  directing Gold  Kist to acquire  the approximately
     27% of the  Company shares currently  owned by investors  so
     that  all of the issued and outstanding stock of the Company
     would  be owned by  Gold Kist or a  wholly owned subsidiary,
     either through a  merger or a tender offer for  the minority
     shares of the Company  stock outstanding.  Upon motions  for
     reconsideration  filed by  both parties  to the  action, the
     Court modified  its memorandum  opinion in a  Final Judgment
     and  Decree  entered  upon  September  13, 1996,  which  was
     clarified  and  reaffirmed  by  order  of  the  Court  dated
     November  4, 1996, under which Gold Kist was relieved of the
     Court's requirement to acquire all of the shares of Company 
     common  stock not  owned by  Gold Kist  and was  directed to
     acquire only that Company stock held by any current officers
     or  directors  of  Gold  Kist and  their  spouses  and minor
     children.   The Court also  ordered Gold Kist  to cause  the
     surrender of all Golden  Poultry stock options held  by Gold
     Kist officers and directors or the exercise  of such options
     and  purchase by Gold Kist of the resultant stock, to redeem
     certain  outstanding notified  equity of  Gold Kist,  to pay
     $4.2 million in attorney's  fees to the plaintiffs attorneys
     and to establish a policy prohibiting officers and directors
     of Gold Kist from future ownership of Golden  Poultry stock.
     On December 16, 1996,  the Final Judgment and Decree  became
     final  and  non-appealable. The  Company  is  also party  to
     various legal and  administrative proceedings, all  of which
     management believes constitute  ordinary routine  litigation
     incident  to the business  conducted by the  Company, or are
     not material in amount.  



                                                  Page 10

Item 5.  Other Information

     On January  23, 1997,  a committee of  independent directors
was appointed  by  the  Company's board  of  directors  to  begin
discussions with Gold  Kist Inc. concerning a  possible merger of
Golden Poultry  with a subsidiary of  Gold Kist.  Gold  Kist owns
approximately  10,900,000  shares  or  75%  of  Golden  Poultry's
14,623,813  outstanding  shares.  Gold  Kist  Inc.   completed  a
Schedule 13D  filing with the Securities  and Exchange Commission
on January 23, 1997, reporting its intent to negotiate to acquire
the remaining  shares of Golden  Poultry common  stock that  Gold
Kist does not currently own.


                                                         Page 11


Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibit

         Designation of Exhibit 
              in this report              Description of Exhibit
                  27                      Financial Data Schedule

     (b) Reports on Form 8-K.   Golden Poultry has not  filed any
         reports  on  Form  8-K  during the  three  months  ended
         December 28, 1996.



                            SIGNATURES


Pursuant to the  requirements 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.


                                GOLDEN POULTRY COMPANY, INC.
                                (Registrant)


Date       January 27, 1997                               
                                   Kenneth N. Whitmire
                                   Chief Executive Officer   


Date       January 27, 1997                                 
                                   Langley C. Thomas, Jr.
                                   Chief Financial Officer

                                                                 
                                                      Page 11


Item 6. Exhibits and Reports on Form 8-K.                        

   (a)  Exhibit
        Designation of Exhibit 
             in this report              Description of Exhibit
                 27                      Financial Data Schedule

   (b)  Reports  on Form 8-K.   Golden Poultry has  not filed any
        reports  on  Form  8-K  during  the  three  months  ended
        December 28, 1996.


                            SIGNATURES


Pursuant  to the requirements  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.


                                GOLDEN POULTRY COMPANY, INC.
                                (Registrant)


Date       January 27, 1997       /s/ Kenneth N. Whitmire    
                                      Kenneth N. Whitmire
                                      Chief Executive Officer


Date       January 27, 1997      /s/Langley C. Thomas, Jr.   
                                    Langley C. Thomas, Jr.
                                    Chief Financial Officer