FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   (Mark One)

          (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 1998
                                       or
          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the transition period from to

                        Commission file number 0-15661 

                        AMCOL INTERNATIONAL CORPORATION 
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                             <C>                       
                           Delaware                                             36-0724340                
(State or other jurisdiction of incorporation or organization)    (IRS Employer Identification No.)
</TABLE>

    1500 West Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803 
               (Address of principal executive offices) (Zip Code)

                                 (847) 394-8730 
              (Registrant's telephone number, including area code)


     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 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.

                  Class                           Outstanding at April 17, 1998
         (Common stock, $.01 par value)                     28,379,886
<PAGE>
                         AMCOL INTERNATIONAL CORPORATION

                                      INDEX


Part I - Financial Information

Item 1            Financial Statements
                  Condensed Consolidated Balance Sheet -
                  March 31, 1998 and December 31, 1997                        1

                  Condensed Consolidated Statement of Operations -
                  three months ended March 31, 1998 and 1997                  2

                  Condensed Consolidated Statement of Cash Flows -
                  three months ended March 31, 1998 and 1997                  3

                  Notes to Condensed Consolidated Financial Statements        4


Item 2            Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                         5


Part II - Other Information

Item 6            Exhibits and Reports on Form 8-K                            8
<PAGE>
                         Part I - FINANCIAL INFORMATION
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                                 (In thousands)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                         March 31,              December 31,
                                                                            1998                    1997
                                                                    ---------------------    -------------------
Current assets:                                                                                      *
<S>                                                                        <C>                      <C>      
     Cash and cash equivalents                                             $   2,206                $   3,077
     Accounts receivable, net                                                 96,311                   89,611
     Inventories                                                              48,945                   49,389
     Prepaid expenses                                                          4,303                    5,109
     Current deferred tax asset                                                3,035                    3,084
         Total current assets                                                154,800                  150,270

Investment in and advances to joint ventures                                   2,910                    3,035

Property, plant, equipment and mineral reserves                              325,208                  318,475
     Less accumulated depreciation                                           150,505                  143,151
                                                                             174,703                  175,324

Intangible assets, net                                                        17,591                   18,101
                                                                                              
Other long-term assets, net                                                    4,014                    4,279
                                                                           $ 354,018                $ 351,009

                                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable and current maturities of debt                          $  15,821                $  15,024
     Accounts payable                                                         20,967                   24,902
     Accrued liabilities                                                      34,531                   27,315
         Total current liabilities                                            71,319                   67,241

Long-term debt                                                                92,747                   94,425

Deferred credits and other liabilities                                        13,583                   13,400

Stockholders' equity:
     Common stock                                                                320                      320
     Additional paid-in capital                                               75,961                   75,939
     Foreign currency translation adjustment                                  (1,202)                  (1,749)
     Retained earnings                                                       113,478                  111,588
     Treasury stock                                                          (12,188)                 (10,155)
                                                                             176,369                  175,943
                                                                           $ 354,018                $ 351,009
</TABLE>

                  *Condensed from audited financial statements.
              The accompanying notes are an integral part of these
                        condensed financial statements.

<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
           (In thousands, except number of shares and per share data)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                      March 31,
                                                                    ----------------------------------------------
                                                                           1998                      1997
                                                                    --------------------      --------------------
<S>                                                                      <C>                     <C>         
Net sales                                                                $    121,557            $    107,918
Cost of sales                                                                  98,022                  86,107
     Gross profit                                                              23,535                  21,811
General, selling and administrative expenses                                   15,690                  14,507
     Operating profit                                                           7,845                   7,304
Other income (expense):
     Interest expense, net                                                     (2,111)                 (2,162)
     Other income, net                                                           (331)                   (105)
                                                                               (2,442)                 (2,267)
     Income before income taxes                                                 5,403                   5,037
Income taxes                                                                    1,945                   1,864
     Net income                                                          $      3,458            $      3,173

Weighted average common shares                                             28,491,827              28,538,330
Weighted average common and common
     equivalent shares                                                     29,115,871              29,183,102

Earnings per share
     Basic                                                               $        .12            $        .11
     Diluted                                                             $        .12            $        .11

Dividends declared per share                                             $        .055           $        .047
</TABLE>

              The accompanying notes are an integral part of these
                         condensed financial statements.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                 Three Months Ended
                                                                                      March 31,
                                                                    ----------------------------------------------
                                                                           1998                      1997
                                                                    --------------------      --------------------
Cash flow from operating activities:
<S>                                                                      <C>                         <C>   
     Net income                                                          $  3,458                    $3,173
     Adjustments to reconcile net income to net cash
       Provided by operating activities:
         Depreciation, depletion, and amortization                          8,209                     7,567
         Other                                                                605                       390
         (Increase)/decrease in current assets                             (5,818)                      538
         Increase/(decrease) in current liabilities                         3,281                     1,889

         Net cash provided by (used in) operations                          9,735                    13,557

Cash flow from investing activities:
     Acquisition of land, mineral reserves,
        depreciable and intangible assets                                  (5,540)                   (7,382)
     Other                                                                   (606)                      395

         Net cash used in investing activities                             (6,146)                   (6,987)

Cash flow from financing activities:
     Net change in outstanding debt                                          (881)                   (3,406)
     Dividends paid                                                        (1,568)                   (1,331)
     Treasury stock transactions                                           (2,033)                      172
     Other                                                                     22                       113

         Net cash provided by  financing activities                        (4,460)                   (4,452)

Net increase (decrease) in cash and cash equivalents                         (871)                    2,118

Cash and cash equivalents at beginning of period                            3,077                     3,054

Cash and cash equivalents at end of period                               $  2,206                    $5,172

Supplemental disclosure of cash flows information

Cash paid for:
     Interest                                                            $  1,183                    $  686

     Income taxes                                                        $    298                    $  548
</TABLE>

              The accompanying notes are an integral part of these
                         condensed financial statements.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 (In thousands)

Note 1: BASIS OF PRESENTATION

     The  financial  information  included  herein,  other  than  the  condensed
consolidated  balance  sheet as of  December  31,  1997,  has been  prepared  by
management without audit by independent  certified public accountants who do not
express an opinion  thereon.  The  condensed  consolidated  balance  sheet as of
December  31,  1997,  has  been  derived  from  and  does  not  include  all the
disclosures  contained in the audited consolidated  financial statements for the
year ended  December 31, 1997. The  information  furnished  herein  includes all
adjustments  which are,  in the  opinion  of  management,  necessary  for a fair
statement of the results of the interim period,  and all such adjustments are of
a normal recurring nature.  Management recommends the accompanying  consolidated
financial  information be read in conjunction  with the  consolidated  financial
statements  and related  notes  included in the  Company's  1997 Form 10-K which
accompanies the 1997 Corporate Report.

     The results of operations for the three-month  period ended March 31, 1998,
are not necessarily indicative of the results to be expected for the full year.

     Certain  items in the 1997  consolidated  financial  statements  have  been
reclassified to comply with the consolidated  financial statements  presentation
for 1998.

Note 2: INVENTORIES

          Inventories  at March 31, 1998 have been valued using the same methods
     as at December 31, 1997.  The  composition of inventories at March 31, 1998
     and December 31, 1997, was as follows:

<TABLE>
<CAPTION>
                                                                         March 31,               December 31,
                                                                           1998                      1997
                                                                    --------------------      --------------------
<S>                                                                      <C>                       <C>       
Crude stockpile and in-process inventories                               $   35,480                $   34,675
Other raw material, container and supplies inventories                       13,465                    14,714
                                                                         $   48,945                $   49,389
</TABLE>

Note 3: EARNINGS PER SHARE

     Basic earnings per share is computed by dividing net income by the weighted
average  number of common  shares  outstanding.  Diluted  earnings  per share is
computed  by  dividing  the net income by the  weighted  average  common  shares
outstanding  after  consideration  of  the  dilutive  effect  of  stock  options
outstanding  at the end of each  period.  The 1997 number of shares and earnings
per share  have been  restated  to  reflect  the  three-for-two  stock  split in
December 1997 and the adoption of SFAS No. 128.
<PAGE>

                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4: DERIVATIVES

     From time to time,  the Company  uses  financial  derivatives,  principally
swaps,  forward  contracts and options in its management of foreign currency and
interest rate exposures.  These contracts  hedge  transactions  and balances for
periods consistent with committed exposures.  As of March 31, 1998,  derivatives
outstanding  were related to foreign  currency hedging and an interest rate swap
with a notional amount on $15 million of the outstanding revolving credit.

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

     The  following  is   management's   discussion   and  analysis  of  certain
significant  factors which have affected the  Company's  financial  position and
operating  results  during the periods  included in the  accompanying  condensed
consolidated financial statements.

Three Months Ended March 31, 1998 vs. 1997

     Net sales  increased  by $13.6  million,  or 12.6%,  and gross  profits and
operating profits increased by $1.7 million,  or 7.9%, and $.5 million, or 7.4%,
respectively.  Net interest expense decreased by $.1 million,  or 2.4%, as March
31, 1998 debt (both  long-term and  short-term,  net of cash) decreased by $13.3
million, or 11.1%, from the prior-year quarter. The decrease in interest expense
from the  previous  year was not as great  as the  debt  reduction  because  the
weighted  average  interest rate for 1998 is higher than that of 1997.  Earnings
per  share  were  $.12  for the 1998  quarter  compared  with  $.11 for the 1997
quarter. A brief discussion by business segment follows:

<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Absorbent Polymers                                          (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>  
Net sales                         $ 54,656        100.0%      $ 45,161        100.0%      $  9,495           21.0%
Cost of  sales                      44,032         80.6%        35,568         78.8%                   
   Gross profit                     10,624         19.4%         9,593         21.2%         1,031           10.7%
General, selling and
  Administrative expenses            3,090          5.7%         3,015          6.7%            75            2.5%
   Operating profit                  7,534         13.7%         6,578         14.5%           956           14.5%
</TABLE>

     Revenues  increased by $9.5 million,  or 21.0%, over the prior-year period.
Approximately 43% of the 1998 sales revenue growth was acquisition  related. The
gross  profit  margin  in  the  1998  quarter  includes  lower  margin  business
associated with the acquisition.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Minerals                                                    (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>          <C>               <C>  
Net sales                         $ 44,388        100.0%      $ 39,258        100.0%       $ 5,130           13.1%
Cost of  sales                      37,069         83.5%        33,153         84.4%                   
   Gross profit                      7,319         16.5%         6,105         15.6%         1,214           19.9%
General, selling and
  Administrative expenses            4,333          9.8%         3,875          9.9%           458           11.8%
   Operating profit                  2,986          6.7%         2,230          5.7%           756           33.9%
</TABLE>

     Sales  increased by $5.1 million,  or 13.1%,  over the  prior-year  period.
Approximately  70% of the revenue growth in the 1998 quarter was attributable to
the European cat litter  acquisition.  The gross profit margin improved from the
prior year,  however  there was little margin  associated  with the European cat
litter  acquisition  as the  material  was still  being  manufactured  on a toll
processed basis. The margin is expected to improve with the integration of these
products into the Company's  processing  operations  during the second  quarter.
Without  the cat litter  acquisition  in the first  quarter  of 1998,  the gross
profit would have been 17.9% compared to 15.6% in the prior year period.

     On April  20,  the  Company  closed  the sale of its  Mounds,  IL plant and
mineral  reserves,  as well as the  sale of its  other  fullers'  earth  mineral
reserves  in Paris,  TN and Rock  Springs,  NV. The  divestiture  is expected to
result in a loss of sales of  approximately  $15  million  with  little  adverse
impact on the gross profit. The Company will no longer sell agricultural carrier
products, oil and grease absorbents or traditional cat litter, other than to the
specialty pet and farm and fleet market.

<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Environmental                                               (Dollars in Thousands)       $ Change            % Change
<S>                               <C>             <C>         <C>             <C>         <C>                <C>   
Net sales                         $ 15,695        100.0%      $ 16,565        100.0%      $   (870)          (5.3)%
Cost of  sales                      10,934         69.7%        11,327         68.4%                   
   Gross profit                      4,761         30.3%         5,238         31.6%          (477)          (9.1)%
General, selling and
  Administrative expenses            4,707         30.0%         4,309         26.0%           398            9.2%
   Operating profit                     54           .3%           929          5.6%          (875)         (94.2)%
</TABLE>

     Sales  decreased  by $.9  million,  or 5.3%,  from the  prior-year  period.
Favorable  weather  conditions for the installation of liner products and strong
performance  from the  international  sector during the 1997 quarter  contrasted
sharply  with  the  situation  in 1998.  Sales to the  Asian  market  were  down
approximately 75% from the prior year quarter as a result of the Asian financial
crisis.  Liner  product sales  suffered  from  extremely wet weather in the warm
climates, where construction activity generally occurs during the first quarter.
General,  selling  and  administrative  expenses  increased  by 9.2%,  primarily
related to the European unit.
<PAGE>


                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

Environmental (continued)

     Generally,  business in this segment  accelerates during the second quarter
and peaks in the third  quarter.  The current  outlook is for improved sales and
earnings  in this area over  those of the  previous  year.  Weather  conditions,
however,  are a  significant  factor  in the  timing  of  many  of the  projects
involving the Company's products.

<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Transportation                                              (Dollars in Thousands)       $ Change            % Change
<S>                                <C>            <C>          <C>            <C>          <C>               <C>   
Net sales                          $ 6,818        100.0%       $ 6,934        100.0%       $  (116)          (1.7)%
Cost of  sales                       5,987         87.8%         6,059         87.4%                   
   Gross profit                        831         12.2%           875         12.6%           (44)          (5.0)%
General, selling and
  Administrative expenses              485          7.1%           504          7.3%           (19)          (3.8)%
   Operating profit                    346          5.1%           371          5.3%           (25)          (6.7)%
</TABLE>

     Net sales decreased by $.1 million, or 1.7%, as a result of lower shipments
of environmental  products in 1998 compared with 1997.  During the 1997 quarter,
this  unit  benefited  from  the  temporary  shift  of rail  shipments  to truck
shipments.  Lower gross profit  margin in the 1998 quarter was a result of lower
brokerage business.

<TABLE>
<CAPTION>
                                                              Quarter Ended March 31,
                                -------------------------------------------------------------------------------------
                                          1998                        1997                      1998 vs. 1997
                                -------------------------     ----------------------      ---------------------------
Corporate                                                   (Dollars in Thousands)       $ Change            % Change
General, selling and
<S>                                <C>                         <C>                            <C>             <C> 
  Administrative expenses          $ 3,075                     $ 2,804                        $271            9.7%
   Operating loss                   (3,075)                     (2,804)                       (271)           9.7%
</TABLE>

     Corporate costs include management  information  systems,  human resources,
investor relations and corporate communications, corporate finance and corporate
governance costs. The start-up of the nanocomposite business is also included in
the corporate  costs.  More than 60% of the increase in costs is attributable to
the development and market launch of the Company's nanocomposite technology.
<PAGE>
                AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources

     At March 31,  1998,  the Company  had  outstanding  debt of $108.6  million
(including both long-term and short-term debt) and cash of $2.2 million compared
with $109.4  million in debt and $3.1  million in cash and cash  equivalents  at
December 31, 1997. The long-term debt represented 34.5% of total  capitalization
at March 31, 1998,  compared with 34.9% at December 31, 1997.  The Company had a
current ratio of 2.17-to-1 at March 31, 1998, with  approximately  $83.5 million
in working capital compared with 2.23-to-1 and $83.0 million,  respectively,  at
December 31, 1997.

     During the first  quarter  of 1998,  the  Company  paid  dividends  of $1.6
million, and acquired property, plant and equipment totaling $5.5 million.

     The Company had  approximately  $50.4 million in unused,  committed  credit
lines at March 31, 1998.  These credit  facilities,  in  conjunction  with funds
generated from operations,  are adequate to fund the capital expenditure program
approved by the board of directors at this time.

Forward Looking Statements

     This filing  contains  certain  forward-looking  statements  regarding  the
company's  expected  performance  for future periods and actual results for such
periods may materially differ.  Such  forward-looking  statements are subject to
uncertainties,  which include,  but are not limited to, actual growth in AMCOL's
various  markets,  utilization of the company's  plants and factories,  customer
concentration in the absorbent  polymers segment,  operating costs, raw material
prices,  weather,  and delays in  development  production  and  marketing of new
products,  and other factors  detailed from time to time in the company's annual
report and other reports filed with the Securities and Exchange Commission.

                           PART II - OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K

     (a)  See Index to Exhibits immediately following the signature page.

     (b)  No reports on Form 8-K have been filed during the quarter  ended March
          31, 1998.
<PAGE>
                                   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.

                         AMCOL INTERNATIONAL CORPORATION



Date:  April 20, 1998         /s/ John Hughes
                              John Hughes
                              President and Chief Executive Officer



Date:  April 20, 1998         /s/ Paul G. Shelton
                              Paul G. Shelton
                              Senior Vice President and Chief Financial Officer
<PAGE>
                                INDEX TO EXHIBITS


Exhibit
Number

3.1  Restated Certificate of Incorporation of the Company (5), as amended (10)
3.2  Bylaws of the Company (10)
4    Article Four of the Company's Restated Certificate of Incorporation (5)
10.1 AMCOL  International  Corporation  1983 Incentive Stock Option Plan (1); as
     amended (3)
10.2 Executive Medical Reimbursement Plan (1)
10.3 Lease  Agreement  for office space dated  September  29, 1986,  between the
     Company and American National Bank and Trust Company of Chicago;  (1) First
     Amendment dated June 2, 1994 (8); Second  Amendment dated June 2, 1997 (13)
     10.4 AMCOL  International  Corporation 1987 Non-Qualified Stock Option Plan
     (2); as amended (6)
10.5 Change in Control Agreement dated April 1, 1997, by and between  Registrant
     and John Hughes (12)
10.6 Change in Control Agreement dated April 1, 1997, by and between  Registrant
     and Paul G. Shelton (12)
10.7 Change in  Control  Agreement  dated  February  16,  1998,  by and  between
     Registrant  and  Lawrence E.  Washow (14)
10.8 Change  in  Control  Agreement  dated  February  7,  1996,  by and  between
     Registrant and Roger P. Palmer (10)
10.9 Change in Control Agreement dated April 1, 1997, by and between  Registrant
     and Peter L. Maul (12)
10.10AMCOL International  Corporation  Dividend  Reinvestment and Stock Purchase
     Plan (4); as amended (6)
10.11AMCOL  International  Corporation  1993 Stock Plan, as amended and restated
     (10)
10.12Credit  Agreement by and among AMCOL  International  Corporation and Harris
     Trust  and  Savings  Bank,  individually  and as agent,  NBD Bank,  LaSalle
     National Bank and the Northern Trust Company dated October 4, 1994, (7); as
     amended,  First Amendment to Credit Agreement dated September 25, 1995 (9),
     as amended,  Second Amendment to Credit Agreement dated March 28, 1996, and
     Third Amendment to Credit Agreement dated September 12, 1996 (11)
10.13Note  Agreement  dated  October  1,  1994,   between  AMCOL   International
     Corporation and Principal Mutual Life Insurance  Company,  (7); as amended,
     First Amendment of Note Agreement dated September 30, 1996 (11)
10.14Change  in  Control   Agreement  dated  August  21,  1996  by  and  between
     Registrant and Frank B. Wright, Jr. (11)
10.15Change  in  Control  Agreement  dated  February  17,  1998  by and  between
     Registrant and Gary L. Castagna (14)
21   Subsidiaries of the Company
27   Financial Data Schedule


(1)  Exhibit is incorporated by reference to the Registrant's Form 10 filed with
     the Securities and Exchange Commission on July 27, 1987.
(2)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1988.
(3)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1993.
(4)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1992.

<PAGE>

(5)  Exhibit is  incorporated  by reference to the  Registrant's  Form S-3 filed
     with the  Securities and Exchange  Commission for the year ended  September
     15, 1993.
(6)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1993.
(7)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-Q filed
     with the Securities and Exchange Commission for the quarter ended September
     30, 1994.
(8)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1994.
(9)  Exhibit is  incorporated by reference to the  Registrant's  Form 10-Q filed
     with the Securities and Exchange Commission for the quarter ended September
     30, 1995.
(10) Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1995.
(11) Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1996.
(12) Exhibit is  incorporated by reference to the  Registrant's  Form 10-Q filed
     with the Securities and Exchange Commission for the quarter ended March 31,
     1997.
(13) Exhibit is  incorporated by reference to the  Registrant's  Form 10-Q filed
     with the Securities and Exchange  Commission for the quarter ended June 30,
     1997.
(14) Exhibit is  incorporated by reference to the  Registrant's  Form 10-K filed
     with the Securities and Exchange Commission for the year ended December 31,
     1997.