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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB
                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED: JUNE 29, 1997
                         COMMISSION FILE NUMBER 0-15885

                           NATIONAL DATACOMPUTER, INC.
                 (Name of Small Business Issuer in its Charter)

             DELAWARE                                          04-2942832
(State or other  jurisdiction of                              (IRS Employer   
 incorporation  or organization)                             Identification #)
                                                                 

900 Middlesex Turnpike, Bldg. 5
Billerica, Ma.                                                    01821
(Address of principal executive offices)                        (Zip Code)

         Registrant's telephone number including area code (508)663-7677

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

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

                                    Yes___X_____     No_________

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of June 29, 1997.

COMMON STOCK, $0.08 PAR VALUE                                    1,278,990
  (Title of each class)                                     (number of shares)






                           NATIONAL DATACOMPUTER, INC.
                                      INDEX
                          PART I. FINANCIAL INFORMATION

                                                                        Page No.
ITEM 1.  FINANCIAL STATEMENTS
         Balance Sheet as of
          June 29, 1997 and December 29,1996...................................3

         Statement of Operations
          Three and six months ended
                  June 29, 1997 and June 30, 1996..............................4

         Statement of Changes in
           Shareholders' Equity for the six 
            months ended June 29, 1997.........................................5

         Statement of Cash Flows
          for the six months ended
                   June 29, 1997 and June 30, 1996.............................6

         Notes to Financial Statements.........................................7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                    AND RESULTS OF OPERATIONS..................................9

                           PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings....................................................11

ITEM 2.  Changes in Securities................................................11

ITEM 3.  Defaults upon Senior Securities......................................11

ITEM 4.  Submissions of Matters to a Vote of Security Holders.................11

ITEM 5.  Other Information....................................................11

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


SIGNATURES....................................................................12


<TABLE>
<CAPTION>


NATIONAL DATACOMPUTER, INC.
BALANCE SHEET
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                       June 29,        December 29,
                                                                                                         1997             1996
                                                                                                     (Unaudited)
<S>                                                                                                <C>               <C>
Assets
Current Assets:
    Cash and cash equivalents                                                                        $    511,100      $    722,285
    Accounts receivable, net of allowance for doubtful accounts                                         1,173,660           621,037
    Inventories                                                                                         1,724,705         1,479,153
    Other current assets                                                                                  120,415           153,741
                                                                                                     ------------      ------------

      Total current assets                                                                              3,529,880         2,976,216

Property and equipment, net                                                                               313,567           234,530
                                                                                                     ------------      ------------

                                                                                                     $  3,843,447      $  3,210,746
                                                                                                     ============      ============

Liabilities and stockholders' equity
Current Liabilities:
    Current obligations under capital lease                                                          $      3,028      $     21,424
    Accounts payable                                                                                      382,751           125,454
    Accrued payroll and related taxes                                                                     210,951           171,104
    Accrued professional fees                                                                              12,311            48,732
    Accrued rent and utilities                                                                             21,340            54,429
    Accrued expenses - other                                                                              178,855           274,423
    Accrued interest on preferred stock                                                                   205,500            84,000
    Deferred revenues, current portion                                                                    533,278           678,625
    Deferred compensation                                                                                  45,742            45,742
                                                                                                     ------------      ------------

      Total current liabilities                                                                         1,593,756         1,503,933

Convertible debt                                                                                          250,000              --
Obligation under capital lease                                                                            126,243           114,828
Deferred revenues                                                                                          75,143            75,143
                                                                                                     ------------      ------------

                                                                                                        2,045,142         1,693,904
                                                                                                     ------------      ------------

Stockholders' equity

    Preferred stock, Series B convertible $0.001 par value; 4,200 shares
      authorized; 4,200 shares issued and outstanding at June 29, 1997
      and December 29, 1996, respectively (liquidating preference of $4,200,000)                        3,685,206         3,685,206

    Preferred stock, Series C convertible $0.001 par value; 900 shares
      authorized; 900 and 0 shares issued and outstanding at June 29, 1997,
      and December 29, 1996, respectively (liquidating preference of $900,000)                            881,583              --

    Preferred stock, Series D convertible $0.001 par value; 350 shares
      authorized; 350 and 0 shares issued and outstanding at June 29, 1997,
      and December 29, 1996, respectively (liquidating preference of $350,000)                            343,000              --

    Common stock, $0.08 par value; 5,000,000 shares authorized; 1,278,990 and 1,251,925
      shares issued and outstanding at June 29, 1997 and December 29, 1996,                               102,304           100,154
      respectively

    Capital in excess of par value                                                                      9,837,807         9,755,957
    Accumulated deficit                                                                               (12,591,153)      (11,548,437)
    Unamortized stock compensation                                                                       (109,173)         (124,769)
    Notes receivable - employees                                                                         (351,269)         (351,269)
                                                                                                     ------------      ------------

      Total stockholders' equity                                                                        1,798,305         1,516,842
                                                                                                     ------------      ------------

                                                                                                     $  3,843,447      $  3,210,746
                                                                                                     ============      ============
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                        3


<TABLE>
<CAPTION>


NATIONAL DATACOMPUTER, INC.
STATEMENT OF OPERATIONS
------------------------------------------------------------------------------------------------------------------------------------

                                                       Second Fiscal Quarter                             Cumulative Six Months
                                                               Ended                                             Ended
                                               --------------------------------------        ---------------------------------------
                                                   June 29               June 30                June 29                    June 30
                                                    1997                  1996                    1997                      1996
                                                            (Unaudited)                                       (Unaudited)

<S>                                            <C>                      <C>                     <C>                <C> 
Revenues
     Net product revenue                         $         875,070     $       1,393,645      $       2,119,034     $      2,455,177
     Service and other revenue                             314,723               243,346                606,197              508,965
                                                 ------------------    ------------------     ------------------    ----------------

                                                         1,189,793             1,636,991              2,725,231            2,964,142

Cost of sales and services                                 720,167               950,868              1,541,792            1,783,853
                                                 ------------------    ------------------     ------------------    ----------------

                                                           469,626               686,123              1,183,439            1,180,289
                                                 ------------------    ------------------     ------------------    ----------------

Operating expenses:
     Research and development                              361,397               283,174                738,687              562,731
     Selling, general and administrative                   647,457               602,694              1,278,562            1,184,546
                                                 ------------------    ------------------     ------------------      --------------

                                                         1,008,854               885,868              2,017,249            1,747,277
                                                 ------------------    ------------------     ------------------    ----------------

Loss from operations                                     (539,228)             (199,745)              (833,810)            (566,988)

Other income (expense):
     Interest income                                         4,897                 5,770                  6,633                5,775
     Interest expense                                      (4,557)               (4,676)               (10,039)             (18,114)
                                                 ------------------    ------------------     ------------------    ----------------

Net  loss                                        $       (538,888)     $       (198,651)      $       (837,216)     $      (579,327)
                                                 ==================    ==================     ==================    ================


Net loss per share                               $          (0.51)     $          (0.25)      $          (0.83)     $         (0.49)
                                                 ==================    ==================     ==================    ================

Weighted average shares and dilutive
     share equivalents outstanding                       1,272,607             1,190,345              1,262,266            1,179,890
                                                 ==================    ==================     ==================    ================

</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                        4


<TABLE>
<CAPTION>


NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------------------------------------------------------------------------------------------------------


                                  Preferred Stock       Preferred Stock     Preferred Stock             Common Stock
                                     Series B              Series C           Series D
                              ----------------------  ------------------ ------------------   -------------------------------------
                                           Net                 Net                 Net                                 Capital in  
                                         Issuance            Issuance           Issuance                     Par         Excess   
                              Shares      Price      Shares    Price    Shares   Price        Shares        Value     of par value

<S>                          <C>       <C>          <C>     <C>        <C>     <C>          <C>           <C>            <C>
Balance at December 29, 1996   4,200    $ 3,685,206                                          1,251,925     $100,154      $9,755,957 

Net loss                                                                                                                          

Issuance of preferred stock                          900     881,583    350    343,000                                              

Interest on preferred stock                                                                                                       

Amortization of stock compensation                                                                                                

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

Balance at March 30, 1997       4,200   $ 3,685,206  900    $881,583    350  $ 343,000       1,251,925  $   100,154   $   9,755,957 
                              ========  =========== ====   =========  ===== ========== =============== ============ ===============

Net loss                                                                                                                          

Issuance of common stock
  in satisfaction of accrued interest                                                         26,886        2,150          81,850 

Interest on preferred stock                                                                                                       

Amortization of stock compensation                                                                                                

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

Balance at June 29, 1997        4,200   $ 3,685,206  900    $881,583    350   $343,000       1,278,811  $   102,304  $    9,837,807 
                              ========  =========== ====   =========  ===== ========== =============== ============ ===============

</TABLE>


                                                                  
                                                                  
                                                                  
                                                                  
<TABLE>
<CAPTION>
                                                                  
                                                                  
                                          Notes       Unamortized                         Total     
                                        receivable       Stock         Accumulated    stockholders' 
                                        empolyees      Compensation      deficit    equity (deficit)
                                                                  
<S>                                   <C>            <C>              <C>                <C>          
Balance at December 29, 1996           $  (351,269)   $  (124,769)     $(11,548,437)      $1,516,842   
                                                                                                       
Net loss                                                                   (298,328)      ($298,328)   
                                                                                                       
Issuance of preferred stock                                                               $1,224,583   
                                                                                                       
Interest on preferred stock                                                 (99,000)       ($99,000)   
                                                                                                       
Amortization of stock compensation                             7,799                          $7,799   
                                                                                                       
                                      --------------- ---------------  --------------  --------------  
                                                                                                       
Balance at March 30, 1997              $   (351,269)  $    (116,970)   $(11,945,765)   $   2,351,896   
                                      =============== ===============  ==============  ==============  
                                                                                                       
Net loss                                                                   (538,888)      ($538,888)   
                                                                                                       
Issuance of common stock                                                                               
  in satisfaction of accrued interest                                                        $84,000   
                                                                                                       
Interest on preferred stock                                                (106,500)      ($106,500)   
                                                                                                       
Amortization of stock compensation                             7,797                          $7,797   
                                                                                                       
                                      --------------- ---------------  --------------  --------------  
                                                                                                       
Balance at June 29, 1997               $   (351,269)  $     (109,173)  $ (12,591,153)  $   1,798,305   
                                      =============== ===============  ==============  ==============  
                                                                  
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements
                                        5




<TABLE>
<CAPTION>


NATIONAL DATACOMPUTER, INC.
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                     June 29, 1997               June 30, 1996
                                                                                      (Unaudited)                 (Unaudited)



<S>                                                                        <C>                            <C>
Cash flows from operating activities:
     Net income (loss)                                                        $              (837,216)     $             (579,327)
     Adjustments to reconcile net income (loss) to net
        cash (used for) provided by operating activities:
        Depreciation and amortization                                                           53,097                      14,148
        Amortization of stock compensation                                                      15,596                 -
        Gain on sale of property and equipment                                                                             (1,389)
        Changes in assets and liabilities:
           (Increase) decrease in accounts receivable                                        (552,623)                      36,960
           (Increase) decrease in inventories                                                (245,552)                      26,949
           (Increase) decrease in other current assets                                          33,326                    (30,114)
           (Decrease) increase in accounts payable                                             257,297                    (74,619)
           (Decrease) increase in accrued expenses
               and deferred compensation                                                     (125,231)                   (558,555)
           (Decrease) increase in deferred revenues                                          (145,347)                    (32,661)
                                                                                 ----------------------      ----------------------

     Net cash (used for) provided by operating activities                                  (1,546,653)                 (1,198,608)
                                                                                 ----------------------      ----------------------

Cash flows from investing activities:
     Purchases of property and equipment                                                     (117,949)                     (4,843)
     Proceeds from sale of property and equipment                                          -                                 2,149
                                                                                 ----------------------      ----------------------

     Net cash used for investing activities                                                  (117,949)                     (2,694)
                                                                                 ----------------------      ----------------------

Cash flows from financing activities:
     Proceeds from issuance of  preferred stock, net of issuance costs                       1,224,583                   3,695,533
     Repayment of borrowings                                                               -                             (440,278)
     Proceeds from issuance of convertible note                                                250,000                 -
     Investment receivable                                                                 -                                50,268
     Payments of obligations under capital lease                                               (21,166)                -
                                                                                 ----------------------      ----------------------

     Net cash provided by financing activities                                               1,453,417                   3,305,523
                                                                                 ----------------------      ----------------------

Net increase (decrease) in cash and cash equivalents                                         (211,185)                   2,104,221
Cash and cash equivalents at beginning of period                                               722,285                         470
                                                                                 ----------------------      ----------------------

Cash and cash equivalents  at end of period                                   $                511,100     $             2,104,691
                                                                                 ======================      ======================


Supplemental Cash Flow Information:
     Cash paid for interest                                                   $                            $           -
                                                                                         9,902
     Non-cash investing and financing activities:
        Accrued Interest on Series B preferred stock charged to
           Accumulated deficit                                                                                         -
                                                                                        205,500
        Purchase of property and equipment  under capital lease                                                        -
                                                                                         14,185
     Common stock issued in satisfaction of interest on Series B
        preferred stock                                                                  84,000

</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements
                                        6







                           NATIONAL DATACOMPUTER, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. ORGANIZATION

      National   Datacomputer,   Inc.   (the   "Company")   designs,   develops,
      manufactures,  markets,  and services a line of hand-held  battery powered
      microprocessor-based data collection products and computers and associated
      peripherals for use in mobile operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION
      The accompanying  unaudited  financial  statements,  which are for interim
      periods,  do not include all disclosures  provided in the annual financial
      statements.  These  unaudited  financial  statements  should  be  read  in
      conjunction  with  the  financial  statements  and the  footnotes  thereto
      contained in the Annual Report on Form 10-KSB for the year ended  December
      29, 1996 of National Datacomputer, Inc. (the "Company"), as filed with the
      Securities and Exchange Commission.

      INTERIM PERIODS
      In the  opinion  of the  Company,  the  accompanying  unaudited  financial
      statements  contain  all  adjustments  (which  are of a  normal  recurring
      nature) necessary for a fair presentation of the financial statements. The
      results of operations for the three and six months ended June 29, 1997 are
      not  necessarily  indicative  of the results to be  expected  for the full
      year.

      REVENUE RECOGNITION
      The company  recognizes  revenues for products  upon  shipment.  Estimated
      installation,  training  and  warranty  costs are  accrued  at the time of
      shipment.  Service  revenue is  recognized  ratably  over the  contractual
      periods.

      EARNINGS PER SHARE
      Per share  data was  computed  by  dividing  net loss as  adjusted  by the
      preferred  dividend  by the  weighted  average  number  of  common  shares
      outstanding  during the period;  common equivalent shares are not included
      as the effect of such would be considered anti-dilutive.

      RESEARCH AND DEVELOPMENT AND COMPUTER SOFTWARE DEVELOPMENT COSTS
      Research and Development  costs,  other than software  development  costs,
      have been  charged to  operations  as  incurred.  Statement  of  Financial
      Accounting  Standards  No.  86,  "Accounting  for the  Costs  of  Computer
      Software  to  be  Sold,  Leased  or  Otherwise  Marketed",   requires  the
      capitalization  of certain computer  software  development  costs incurred
      after technological  feasibility is established.  No software  development
      costs have been capitalized at June 29, 1997 or June 30, 1996.



      NEW ACCOUNTING PRONOUNCEMENT
      In  February  1997,  the  Financial   Accounting  Standards  Board  issued
      Statement  of  Financial  Accounting  Standards  No.  128,  ("SFAS  128"),
      "Earnings per Share",  effective for fiscal  periods ending after December
      15, 1997.  Management has  determined  that there will be no impact of the
      adoption of SFAS 128 on the Company's  reported  results of operations for
      the periods presented. The future adoption of SFAS 128 will have no effect
      on the Company's financial position or cash flows.

      RECLASSIFICATIONS
      Certain  prior year  amounts  have been  reclassified  to conform with the
      current year presentation.

3. INVENTORIES

      Inventories consist of the following:      June 29,        December 29,
                                                  1997               1996
                                              ------------     -------------
                                                              
      Raw Material ........................    $   410,272         $ 351,860
      Work-in-process .....................        691,141           592,741
      Finished goods ......................        623,292           534,552
                                              ------------     -------------
                                                              
                               Total ......    $ 1,724,705        $1,479,153
                                              ============     =============
                                                           
         Inventories  are stated at the lower of cost  (first-in,  first-out) or
market

4. CONVERTIBLE PREFERRED STOCK AND PROMISSORY NOTES

      In March  1997,  the  Company  designated  and sold 900 and 350  shares of
      Series C and Series D Convertible Preferred Stock,  respectively,  for net
      proceeds of $881,583 and $343,000, respectively. The Series C and Series D
      Convertible Preferred Stock have voting, dividend preference,  liquidating
      preference,  mandatory  conversion and Company redemption terms similar to
      those of the Company's existing Series B Convertible  Preferred Stock. The
      Series C and Series D Convertible  Preferred  Stock are  convertible  into
      shares  of  common  stock  at a  price  of  $3.20  and  $2.74  per  share,
      respectively.  Holders of the Series C and Series D Convertible  Preferred
      Stock are also  entitled to receive  interest at a rate of 6% per annum on
      the stated value of the preferred stock.

      At the  same  time,  the  Company  also  issued  $250,000  of  Convertible
      Promissory  Notes  to the same  investors  as the  Series  C and  Series D
      Convertible Preferred Stockholders.  These notes bear interest at the rate
      of 6% annum,  mature in March 1998 and are convertible  into shares of the
      Company's common stock at a price of $2.74 per share.





ITEM 2.

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

         The following  discussion  and analysis  should be read in  conjunction
with the financial statements and notes thereto appearing elsewhere herein.

RESULTS OF OPERATIONS


         SECOND  QUARTER ENDED JUNE 29, 1997 COMPARED WITH SECOND  QUARTER ENDED
JUNE 30, 1996.

         Revenues  decreased 27% to  $1,189,793 in the Second  Quarter 1997 from
$1,636,991 in the Second  Quarter  1996.  The decrease in revenues was primarily
due to a  reduction  in  sales of units  of the  Company's  Datacomputers  which
experienced  a decline of  approximately  37%.  This was  caused by the  delayed
shipment of a substantial order awaiting for a signed contract.

         Service  and other  revenues  for the  current  quarter  were  $314,723
compared to $243,346 for the previous  comparable  quarter,  an increase of 29%.
The Company expects that service and other revenues will continue to rise as the
Company's installed base of hand-held computers continues to expand.

         Cost of sales and services, as a percentage of net revenues,  increased
to 61% during the current quarter from 58% during the prior  comparable  period.
The increase is primarily due to the expansion of the Quality Control and Repair
Department  offset by lower cost of materials,  and lower field support cost due
to the Company's quality programs instituted in the last year.

         Research and  development  expenses during the Second Quarter 1997 were
$361,397 an increase of approximately  28% compared to $283,174 during the prior
comparable  quarter.  The increase is due to the Company's  continued  effort to
enhance its current products while developing future products.

         Selling,  general and administrative expenses during the Second Quarter
1997 were $647,458 an increase of  approximately  7% compared to $602,694 during
the prior  comparable  period.  The increase is due primarily to increased legal
and professional fees associated with the Company's filing and listing on NASDAQ
stock market

         As a result,  the Company  incurred a net loss of  $538,888  during the
Second  Quarter  1997,  compared  to a net loss of  $198,651  during  the  prior
comparable quarter.






         SIX MONTHS ENDED JUNE 29, 1997  COMPARED WITH SIX MONTHS ENDED JUNE 30,
1996.

         Revenues for the first six months of 1997  decreased  8% to  $2,725,331
from  $2,964,142  for the same period in 1996.  The  decrease  in  revenues  was
primarily  due to a decrease  in sales of units of the  Company's  Datacomputers
which decreased approximately 14% in the first six months of 1997 from the first
six months of 1996.  The decrease is due primarily to the delayed  shipment of a
substantial order awaiting for signed contract.

         Service  and other  revenues  for the first six  months  were  $606,197
compared  to  $508,965  for the  previous  comparable  period,  an  increase  of
approximately  19%. The Company  expects that  service and other  revenues  will
continue  to  rise  as the  Company's  installed  base  of  hand-held  computers
continues to expand.

         Cost of sales and services, as a percentage of net revenues,  decreased
to 57% during the first six months of 1997, from 60% during the prior comparable
period. The decrease is primarily  attributable to lower cost of materials,  and
lower field support cost due to the Company's quality programs instituted in the
last year.

         Research and  development  expenses  increased to $738,687 in the first
six months of 1997,  from  $562,731 for the same period in 1996,  an increase of
approximately  31%. The  increase is due to the  Company's  continued  effort to
enhance its current products while developing future products.

         Selling, general and administrative expenses increased to $1,278,562 in
the  first  six  months  of  1997  from  $1,184,546  in  1996,  an  increase  of
approximately 8%. The increase is primarily due to higher legal and professional
fees associated with the Company's filing and listing on NASDAQ stock market.


LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalent  totaled $511,100 at June 29, 1997 compared to
$722,285 at December 29, 1996.  During the first six months of 1997, the Company
generated  net  proceeds  of  $1,474,583  (Note 4) from the sale of  Convertible
Preferred Stock and the issuance of Convertible  Promissory  Notes. The proceeds
were  used to fund the net loss of  $837,216,  in  addition  to an  increase  in
accounts  receivable  and  inventory.  The Company  currently has no outstanding
commitments for capital expenditures.

         The  Company's  primary  requirements  for capital  will be the cost of
systems sold, strategic acquisitions,  marketing and sales costs associated with
the Company's  expansion into new target markets and general and  administrative
expenses associated with the Company's plan for expansion.







                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         The  Company  is  not  presently   involved  in  any  material  pending
litigation.

ITEM 2. CHANGES IN SECURITIES

         Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

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

         Not Applicable

ITEM 5. OTHER INFORMATION

         Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8 - K

         (a)      Exhibits
                  (27)   Financial Data Schedule.












                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                  NATIONAL DATACOMPUTER, INC.


August 18, 1997                   /s/ Malcolm M. Bibby
                                  ---------------------------
                                  Malcolm M. Bibby
                                  President


August 18, 1997                   /s/ Gerald S. Eilberg
                                  ---------------------------
                                  Gerald S. Eilberg
                                  Vice President, Finance and Administration
                                  Chief Financial Officer