<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended June 30, 1997.

[ ] Transition report pursuant to Section 13 or 15(d) of the Exchange act for
the transition period from ___________ to ___________

Commission File Number: 0-20316

Avitar, Inc.
(Exact name of small business issuer as specified in its charter)

Delaware                                                06-1174053
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

65 Dan Road, Canton, Massachusetts             02021
(Address of principal executive offices)     (Zip Code)

(617)821-2440
(Issuer's telephone number)

____________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. [x]Yes [ ]No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                            COMMON STOCK: 14,402,578
                              AS OF AUGUST 8, 1997

Transitional Small Business Disclosure Format
(Check One): [ ] Yes ; [x] No

                               Page 1 of 18 pages

                      Exhibit Index: is on page 16 hereof.

<PAGE>
                                TABLE OF CONTENTS

                                                                         Page

   PART I: FINANCIAL INFORMATION                                           3

      Item 1  Consolidated Financial Statements
                 Balance Sheet                                             4
                 Statements of Operations                                  5
                 Statement of Stockholders' Equity                         6
                 Statements of Cash Flows                                  7
                 Notes to Consolidated Financial Statements                8

      Item 2  Management's Discussion and Analysis or Plan of Operation   10

   PART II: OTHER INFORMATION                                             13

      Item 1  Legal Proceedings                                           14
      Item 2  Changes in Securities                                       14
      Item 6  Exhibits and Reports on Form 8-K                            14

   SIGNATURES                                                             15

   EXHIBIT INDEX                                                          16

                                       2

<PAGE>
                          PART I FINANCIAL INFORMATION

                                       3
<PAGE>
Item 1. FINANCIAL STATEMENTS

                          Avitar, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                  June 30 1997
                                   (Unaudited)

                                     ASSETS
 CURRENT ASSETS:
   Cash and cash equivalents                                     $     58,989
   Accounts receivable, net                                           386,312
   Notes receivable                                                     9,100
   Inventories                                                        136,325
   Prepaid expenses and other                                          87,490
                                                                 ------------
        Total current assets                                          678,216

 PROPERTY AND EQUIPMENT, net                                          330,038
 GOODWILL, net of accumulated amortization of 1,186,506             4,410,609
 OTHER ASSETS                                                          23,573
                                                                 ------------
        Total                                                    $  5,442,436
                                                                 ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
   Notes payable (including $347,000 to affiliates)              $    610,082
   Accounts payable                                                   595,783
   Accrued expenses                                                   455,991
   Current portion of long-term debt                                  287,392
                                                                 ------------
        Total current liabilities                                   1,949,248

 LONG-TERM DEBT, LESS CURRENT PORTION                                 152,967
                                                                 ------------
        Total liabilities                                           2,102,215
                                                                 ------------

 COMMITMENTS                                                                -

 STOCKHOLDERS' EQUITY:
   Series A convertible preferred stock, $.01 par value;
     authorized 5,000,000 shares; 657,249 shares issued
     and outstanding                                                    6,572
   Common Stock, $.01 par value; authorized 25,000,000 shares;
     13,526,449 shares issued and outstanding                         135,264
   Additional paid-in capital                                      14,428,841
   Accumulated deficit                                            (11,230,456)
                                                                 ------------
        Total stockholders' equity                                  3,340,221
                                                                 ------------
        Total                                                    $  5,442,436
                                                                 ============

          See accompanying notes to consolidated financial statements.

                                       4

<PAGE>
                          Avitar, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED JUNE 30,    NINE MONTHS ENDED JUNE 30,
                                     ---------------------------    --------------------------
                                         1997            1996           1997           1996
                                     ------------    -----------    -----------    -----------
<S>                                  <C>             <C>            <C>            <C>
REVENUE:
  Sales                              $    523,582    $ 1,098,887    $ 1,615,388    $ 3,591,472
  Other revenue                                          492,819                       492,819
                                     ------------    -----------    -----------    -----------
    Total Revenues                        523,582      1,591,706      1,615,388      4,084,291
                                     ------------    -----------    -----------    -----------
OPERATING EXPENSES:
  Direct cost of revenues                 519,594        682,198      1,681,005      2,252,175
  Selling, general and
   administrative expenses                622,642        596,312      1,823,777      1,753,774
  Research and development
   expenses                               132,101         91,238        323,259        260,778
  Amortization of goodwill                139,927        139,926        419,781        419,782
                                     ------------    -----------    -----------    -----------
    Total operating expenses            1,414,264      1,509,674      4,247,822      4,686,509
                                     ------------    -----------    -----------    -----------
INCOME (LOSS) FROM OPERATIONS            (890,682)        82,032     (2,632,434)      (602,218)
                                     ------------    -----------    -----------    -----------
OTHER INCOME (EXPENSE)
  Interest income                               -              -          2,248            137
  Interest expense and
   financing costs                        (36,484)       (32,506)       (80,785)       (96,652)
  Other income, net                         3,561                         5,100          2,943
                                     ------------    -----------    -----------    -----------
    Total other income
     (expense)                            (32,923)       (32,506)       (73,437)       (93,572)
                                     ------------    -----------    -----------    -----------
INCOME (LOSS) BEFORE PROVISION FOR
 INCOME TAXES                            (923,605)        49,526     (2,705,871)      (695,790)
PROVISION FOR INCOME TAXES                  2,000          8,456          9,000         13,500
                                     ------------    -----------    -----------    -----------
NET INCOME (LOSS)                    $   (925,605)   $    41,070    $(2,714,871)   $  (709,290)
                                     ============    ===========    ===========    ===========
INCOME (LOSS) PER SHARE              $      (0.07)   $      0.01    $     (0.27)   $     (0.13)
                                     ============    ===========    ===========    ===========
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                    12,523,910      5,785,495      9,936,191      5,379,828
                                     ============    ===========    ===========    ===========
</TABLE>
          See accompanying notes to consolidated financial statements.

                                       5

<PAGE>
                          Avitar, Inc. and Subsidiaries
                 Consolidated Statement of Stockholders' Equity
                         Nine Months Ended June 30, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         Preferred Stock           Common Stock
                                      ---------------------    ---------------------    Additional      Accumulated
                                        Shares      Amount       Shares      Amount   paid-in capital     deficit
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>         <C>          <C>       <C>              <C>
Balance at September 30, 1996         1,275,261    $ 12,752     6,966,884   $ 69,669   $ 12,958,934    $ (8,515,585)
Sales of Common Stock                                           2,677,304     26,773        642,367
Exercise of warrants                                            1,137,608     11,376        475,539
Issuance of common stock for services                             541,397      5,414        212,853
Issuance of common stock to employees                             349,220      3,492        151,508
Conversion of Preferred Stock          (618,012)     (6,180)    1,854,036     18,540        (12,360)
Net loss                                                                                               $ (2,714,871)
-------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1997                657,249    $  6,572    13,526,449   $135,264   $ 14,428,841    $(11,230,456)
===================================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6

<PAGE>
                          Avitar, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                    NINE MONTHS ENDED JUNE 30,
                                                    --------------------------
                                                        1997           1996
                                                    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                 $(2,714,871)   $  (709,290)
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
      Depreciation and amortization                     152,394        144,423
      Amortization of goodwill                          419,781        419,782
      Provision (recovery) for losses on accounts
       receivable                                         2,161          5,297
      Non-cash charges for employee salaries and
       consulting services                              373,054         12,675
      Changes in operating assets and liabilities:
        Increase in accounts receivable                  75,448       (237,778)
        Decrease (increase) in prepaid expenses and
         other current assets                            30,995         32,876
        Increase in other assets                          5,515        (63,668)
        Increase (decrease) in account payable,
          accrued expenses, and customer advances        64,877       (278,877)
                                                    -----------    -----------
            Net cash provided by (used in)
             operating activities                    (1,590,646)      (674,560)
                                                    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                      (594)       (44,069)
                                                    -----------    -----------
            Net cash provided by (used in)
             investing activities                          (594)       (44,069)
                                                    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable and warrants              603,020        216,964
  Sales of common stock and exercise of warrants        888,117      1,459,878
  Repayment of long-term debt                          (207,281)       (61,344)
  Repayment of notes payable                             (4,483)      (122,294)
  Other                                                       -        (11,128)
                                                    -----------    -----------
            Net cash provided by (used in)
             financing activities                     1,279,373      1,482,076
                                                    -----------    -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS              (311,867)       763,447
CASH AND CASH EQUIVALENTS, beginning of the period      370,856        155,409
                                                    -----------    -----------
CASH AND CASH EQUIVALENTS, end of the period             58,989        918,856
                                                    ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during period:
    Income taxes                                    $     2,925    $     3,567
    Interest                                             72,705         79,057

          See accompanying notes to consolidated financial statements.

                                       7

<PAGE>
                          AVITAR, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. BASIS OF PRESENTATION

   Avitar, Inc. ("Avitar" or the "Company"), through its two wholly-owned
   subsidiaries, Avitar Technologies Inc. ("ATI") and Managed Health Benefits
   Corporation ("MHB"), operates in two significant segments of the healthcare
   industry. ATI produces disposable medical and dental products made from
   polyurethane foam and has recently entered the rapid diagnostic screening
   test market. MHB provides healthcare cost containment services to employers
   and other third-party payers to assist them in controlling costs of group
   medical, workers' compensation and disability benefits. ATI sells its
   products and services primarily to large medical supply companies located
   both inside and outside of the united states. Most of MHB's customers are
   located or headquartered in the United States.

   The accompanying consolidated financial statements of the Company have been
   prepared in accordance with generally accepted accounting principles for
   interim financial information, the instructions to Form 10-QSB and Regulation
   S-B (including Item 310(b) thereof). Accordingly, they do not include all of
   the information and footnotes required by generally accepted accounting
   principles for complete financial statements. In the opinion of the Company's
   management, all adjustments (consisting only of normal recurring accruals)
   considered necessary for a fair presentation have been included. Operating
   results for the three and nine month periods ended June 30, 1997 are not
   necessarily indicative of the results that may be expected for the full
   fiscal year ending September 30, 1997. The accompanying consolidated
   financial statements should be read in conjunction with the audited financial
   statements of the Company for the fiscal year ended September 30, 1996.

   The Company's consolidated financial statements have been presented on the
   basis that it is a going concern, which contemplates the realization of
   assets and the satisfaction of liabilities in the normal course of business.
   The Company has suffered recurring losses from operations and has a working
   capital deficit as of June 30, 1997 of $1,271,032. The Company raised net
   proceeds aggregating approximately $1,500,000 during the fiscal years ended
   September 30, 1996 and 1995 from the sale of stock. During the nine months
   ended June 30, 1997, the Company raised net proceeds of approximately
   $219,000 from the exercise of warrants (redeemable warrants and certain other
   warrants previously issued in connection with notes during fiscal years 1994
   and 1995) and approximately $669,000 from the sale of common stock. The
   Company was also successful in extinguishing debt payable to PKS in the
   amount of $268,000 from PKS's exercise of the warrants described above. The
   Company is attempting to obtain additional debt and/or equity financing.
   Based upon current revenues, expenses and cash flow projections, the Company
   believes the current level of working capital, anticipated cash flow from
   operations, and expected net proceeds from the financing noted above will be
   sufficient to finance the Company's operating needs until the combined
   operations achieve profitability. There can be no assurances that forecasted
   results will be achieved or that additional financing will be obtained. The
   financial statements do not include any adjustments relating to the

   recoverability and classification of asset amounts or the amounts and
   classification of liabilities that might be necessary should the Company be
   unable to continue as a going concern.

                                       8
<PAGE>
2. INVENTORIES

   At June 30, 1997, inventories consist of the following::

                           Raw Materials     $ 57,506
                           Work-in-Process      1,663
                           Finished Goods      77,156
                                             --------
                               Total         $136,325
                                             ========

3. MAJOR CUSTOMERS

   Customers in excess of 10% of total sales are:

                         Three Months Ended      Nine Months Ended
                              June 30,                June 30,
                         -------------------    --------------------
                           1997       1996        1997        1996
                         -------    --------    --------    --------
           Customer A    $50,000    $158,000    $171,000    $366,000
           Customer B     51,000      46,000     187,000     177,000

4. NOTES PAYABLE

   During the three months ended June 30, 1997, officers and affiliates of the
   Company made loans to the company in the amount of $339,723, with interest
   payable at 10% per annum. These loans and the accrued interest thereon are to
   be repaid on or before September 30, 1997.

5. SUBSEQUENT EVENT

   On July 21,1997, the Company initiated a private placement offering to raise
   approximately $600,000 from the sale of its common stock. Under the terms of
   this private placement, a unit consisting of 100,000 shares of common stock
   and warrants to purchase 100,000 shares of common stock at an exercise price
   of $0.375 per share for a period of 18 months can be purchased for $25,000.
   As of July 31,1997, the Company had raised $100,000 from this offering.

   During July 1997, officers and affiliates loaned an additional $29,000 to the
   Company on the same terms as described above (see Notes Payable).

                                       9

<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements and the notes thereto appearing
elsewhere in this report.

RESULTS OF OPERATIONS

   Revenues

   Sales for the three months ended June 30, 1997 decreased $575,305, or
   approximately 52%, to $523,582 from $1,098,887 for the corresponding period
   of the prior year. For the nine months ended June 30, 1997, sales decreased
   $1,976,084, or approximately 55%, to $1,615,388 from $3,591,472 for the nine
   months ended June 30, 1996. The decrease for the three months ended June 30,
   1997 occurred mainly from the reductions of $254,000 from the sales of wound
   dressing products and $321,000 from the sales of psychiatric review services.
   For the nine months ended June 30, 1997, the results primarily reflect the
   reductions of $74,000 from the sales of Medgate's OHS&E, $1,219,000 from the
   sales of wound dressing products and $683,000 from the sales of psychiatric
   review services.

   No other revenue was recorded for the three and nine months ended June 30,
   1997 compared to the non-recurring adjustment of $492,819 recorded in
   connection with amendments to ATI's License and Supply Agreements with
   Convatec during the corresponding periods of the prior year.

   Operating Expenses

   For the three months ended June 30, 1997, the direct costs of sales were
   $519,594 or approximately 99% of sales, as compared to $682,198, or
   approximately 62% of sales, for the three months ended June 30, 1996. The
   direct cost of sales for the nine months ended June 30, 1997 were $1,681,005,
   or approximately 104% of sales, as compared to $2,252,175, or approximately
   63% of sales, for the corresponding period of the prior year. The change for
   the three months and the nine months ended June 30, 1997 was related
   primarily to the decrease in sales described above.

   Selling, general and administrative expenses for the three months ended June
   30, 1997 increased $26,330, or approximately 4%, to $622,642 from $596,312
   for the corresponding period of the prior year. For the nine months ended
   June 30, 1997, selling, general and administrative expenses increased
   $70,003, or approximately 4%, to $1,823,777 from $1,753,774. The increase for
   the three month period ended June 30, 1997 was primarily attributable to
   staffing expense for ATI's new Senior Vice President of Sales and Marketing.
   For the nine months ended June 30, 1997, the increase resulted mainly from
   consulting expenses related to diagnostic products of $18,000 combined with
   the staffing expense for ATI's new Senior Vice President of Sales and
   Marketing and various other administrative and sales expenses of $52,000.

   Expenses for research and development and the amortization of goodwill for
   the three months ended June 30, 1997 amounted to $272,028 which represented
   approximately an 18% increase over the $231,164 incurred for the
   corresponding period of the prior year. For the nine months

                                       10
<PAGE>
   ended June 30, 1997, expenses for research and development and the
   amortization of goodwill were $743,040 compared to $680,560 for the nine
   months ended June 30, 1996. The change for the three and nine months ended
   June 30, 1997 resulted mainly from staffing expense for ATI's new Vice
   President for Research and Development and increased research and development
   activities related to saliva diagnostic products.

   Other Income and Expense

   For the three months ended June 30, 1997, other expenses (net of other
   income) amounted to $32,923 as compared to $32,506 for the three months ended
   June 30, 1996. Other expenses (net of other income) for the nine months ended
   June 30, 1997 were $73,437 compared to $93,572 for the corresponding period
   of the prior year. This decrease resulted primarily from the reduction in
   interest expense on MHB's bridge loans and receivable financing, offset in
   part by interest expense on loans received from affiliates beginning in April
   1997.

   Net Loss

   Primarily as a result of the factors described above, the Company had net a
   loss of $925,605 ($0.07 per share) for the three months ended June 30, 1997,
   as compared to net income of $41,070 ($0.01 per share) for the three months
   ended June 30, 1996. For the nine months ended June 30, 1997, the net loss
   was $2,714,871 ($0.27 per share) versus a net loss of $709,290 ($0.13 per
   share) for the corresponding period of the prior year.

   Financial Condition and Liquidity

   At June 30, 1997 and September 30, 1996 the Company had working capital
   deficiencies of ($1,271,032) and ($496,067), respectively, and cash and cash
   equivalents of $59,989 and $370,856 respectively. Net cash used in operating
   activities during the nine months ended June 30, 1997 amounted to $1,590,646
   resulting primarily from an operating loss of $2,714,871 offset in part by a
   decrease in accounts receivable of $75,448, decreases in prepaid expenses and
   other assets of $30,995, depreciation and amortization of equipment and
   goodwill of $419,781, non-cash charges for employee salaries and consulting
   services of $373,054 and increases in accounts payable and accrued expenses
   of $64,877. Net cash provided by financing and investing activities during
   the nine months ended June 30, 1997 amounted to $1,278,779 which included
   sales of the Company's common stock and exercise of warrants of $888,117 and
   proceeds from notes payable of $603,020; offset in part by repayment of notes
   payable of $4,483 and repayment of long term debt of $207,281.

   In November 1996, the Company lowered the exercise price of certain warrants
   (previously issued in connection with notes during fiscal years 1994 and
   1995) with the intent of inducing warrant holders to exercise the warrants.
   As a result, the Company issued 1,125,000 shares of its common stock for
   which it received $212,000 and extinguished debt payable to pk&s in the
   amount of $268,000.

   During the period January-May 1997, the Company completed Regulation S
   placements of 2,677,304 shares of its common stock to offshore investors
   resulting in net proceeds of approximately $669,140. From April-July 1997,
   officers and affiliates of the Company made loans to the Company totaling
   $339,723 with interest payable at 10% per annum. These loans

                                       11
<PAGE>
   and the accrued interest thereon are to be repaid on or before September 30,
   1997. On July 21,1997, the Company initiated a private placement offering to
   raise up to $600,000 under the terms of this private placement, a unit
   consisting of 100,000 shares of common stock and warrants to purchase 100,000
   shares of common stock at an exercise price of $0.375 per share for 18 months
   can be purchased for $25,000. As of July 31, 1997, the Company had raised
   $100,000 from this offering. Proceeds from these financings are expected to
   be used to meet working capital needs and to pay outstanding payables.

   In May 1997, the Company established the Avitar, Inc. Stock Based
   Compensation Plan. Under the terms of this plan, the Company is able to issue
   up to 1.4 million shares of its common stock to cover the salaries of certain
   employees for ninety days and pay for services provided by certain
   consultants. Through July 1997, the Company had issued approximately 989,000
   shares of common stock for approximately $394,000 of salaries and services.

   For the balance of fiscal year 1997, the Company's cash requirements are
   expected to include primarily funding of working capital, completing the
   payment of accrued professional fees incurred in relation to the acquisition
   of ATI and financing the development of products for the rapid diagnostic
   testing market.

   Operating revenues of the Company declined significantly during the first
   nine months of fiscal 1997, but are expected to gradually increase over the
   balance of fiscal year 1997 as the Company begins to expand the use of its
   polyurethane foam based technology to produce and market products for the
   diagnostic marketplace. Based on current sales, expense and cash flow
   projections, the Company believes that the current level of cash and
   short-term investments on hand, the anticipated cash flow from operations,
   and, most significantly, the proceeds from the financing mentioned above
   would be sufficient to fund operations until the Company achieves
   profitability. There can be no assurances that the Company will be able to
   obtain all of the proceeds sought from the above mentioned financing. Once
   the Company achieves profitability, the longer-term cash requirements of the
   Company to fund operating activities, purchase capital equipment and expand
   the business are expected to be met by the anticipated cash flow from
   operations and proceeds from any future financings. However, because there
   can be no assurances that sales will materialize as forecasted, management
   will continue to closely monitor and attempt to control costs at the Company

   and will continue to actively seek additional capital on favorable terms.

   As a result of the Company's recurring losses from operations and working
   capital deficit, the report of its independent certified public accountants
   relating to the financial statements for the fiscal year ended September 30,
   1996 contains an explanatory paragraph stating substantial doubt about the
   Company's ability to continue as a going concern. Such report also states
   that the ultimate outcome of this matter could not be determined as of the
   date of such report (November 15, 1996). The Company's plans to address the
   situation are presented above. However, there are no assurances that these
   endeavors will be successful or sufficient.

                                       12

<PAGE>
                           PART II  OTHER INFORMATION

                                       13
<PAGE>
ITEM 1  LEGAL PROCEEDINGS

Former attorneys for the Company commenced an action (and made a motion for
summary judgement) against the Company in New York Superior Court. This
proceeding is based on a note given by the Company in connection with such
former attorneys' claim for legal fees. Plaintiff seeks judgement in the
principal amount of $185,171.63. Plaintiff commenced the action on February 27,
1997 but, with extensions, the Company responded in opposition on June 13, 1997
and, after service of the plaintiff's reply, the motion was submitted to the
Court on June 26, 1997.

ITEM 2  CHANGES IN SECURITIES

(a) The Company's Redeemable Warrants (Nasdaq SmallCap Market: AVITW) were
    extended from June 30, 1997 to July 31, 1997, on which date they expired.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits:

      Exhibit No.    Document
      -----------    --------
      27.3           Financial Data Schedule

(B) Reports on Form 8-K:

      On June 4, 1997, the Company filed with the Securities and Exchange
      Commission a report on Form 8-K, Item 9.

                                       14

<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       AVITAR, INC.
                                       (Registrant)

Dated: August 12, 1997                      /s/ Peter P. Phildius
                                            Peter P. Phildius
                                            Chairman and Chief
                                            Executive Officer
                                            (Principal Executive Officer)

Dated: August 12, 1997                      /s/ J.C. Leatherman, Jr
                                            J.C. Leatherman, Jr.
                                            Chief Financial Officer
                                            (Principal Accounting and
                                            Financial Officer)

                                       15
<PAGE>
                                  EXHIBIT INDEX

                 Exhibit No.    Document                   Page
                 -----------    --------                   ----
                 27.3           Financial Data Schedule     17

                                       16