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

                                    FORM 10-Q
(Mark One)

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

              For the quarterly period ended   September 30, 1996
                                             ----------------------

                                       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: 0-18338

                               I-Flow Corporation
             (Exact name of registrant as specified in its charter)

           California                                    33-0121984
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

            2532 White Road, Irvine, CA                     92614
(Address of principal executive offices)                  (Zip Code)

                                  (714)553-0888
              (Registrant's telephone number, including area code)

            Not Applicable
   (Former name, former address and former fiscal year, if changed since last
                                     report)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ x ] Yes [ ] No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

      Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
                                             [    ] Yes  [   ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

            As of November 8, 1996, there were 11,765,313 shares outstanding of
            Common Stock and 656,250 shares outstanding of Series B Preferred
            Stock.
<PAGE>   2
                               I-FLOW CORPORATION
                                    FORM 10-Q
                               SEPTEMBER 30, 1996

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
     Part I:    Financial Information

     Consolidated Balance Sheets as of September 30, 1996 (Unaudited) and
       December 31, 1995                                                     3

     Consolidated Statements of Operations for the three and nine-month
       periods ended September 30, 1996 and 1995 (Unaudited)                 4

     Consolidated Statements of Cash Flows for the nine-month periods
       ended September 30, 1996 and 1995 (Unaudited)                         5

     Notes to Financial Statements                                           6

     Management's Discussion and Analysis of Results of
        Operations and Financial Condition                                   9


     Part II:  Other Information                                            12

     Signatures                                                             13


                                       2
<PAGE>   3
                               I-FLOW CORPORATION
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               September 30,       December 31,
                                                                   1996                1995
                                                               -------------       ------------
ASSETS                                                         (Unaudited)
<S>                                                            <C>                 <C>         
  CURRENT ASSETS:
    Cash and cash equivalents                                  $  1,524,000        $  5,628,000
    Accounts receivable, net                                      3,022,000           1,567,000
    Inventories                                                   3,666,000           1,067,000
    Prepaids and other                                              211,000              75,000
                                                               ------------        ------------
       Total current assets                                       8,423,000           8,337,000
                                                               ------------        ------------
PROPERTY:
    Furniture, fixtures and equipment                             2,854,000           1,494,000
    Rental and demonstration equipment                              169,000             156,000
                                                               ------------        ------------
    Total property                                                3,023,000           1,650,000
    Less accumulated depreciation                                (1,220,000)         (1,155,000)
                                                               ------------        ------------
       Property, net                                              1,803,000             495,000
                                                               ------------        ------------
OTHER ASSETS:
    Goodwill                                                      5,187,000                  --
    Other intangibles                                             3,020,000                  --
    Notes receivable                                                571,000                  --
    Patents and other                                               354,000             275,000
                                                               ------------        ------------
       Total other assets                                         9,132,000             275,000
                                                               ------------        ------------
TOTAL                                                          $ 19,358,000        $  9,107,000
                                                               ============        ============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                                           $  1,257,000        $    260,000
    Accrued payroll and related expenses                            538,000             553,000
    Deferred revenue                                                432,000             516,000
    Other liabilities                                               398,000              50,000
    Current portion - Long-term debt                              1,000,000                  --
                                                               ------------        ------------
       Total current liabilities                                  3,625,000           1,379,000
                                                               ------------        ------------
COMMITMENTS AND CONTINGENCIES

LONG-TERM DEBT                                                    2,947,000                  --

SHAREHOLDERS' EQUITY:
    Preferred stock - no par value; 5,000,000 shares
      authorized;  656,250 series B shares issued
      and outstanding at September 30, 1996 and
      December 31, 1995, respectively (aggregate
      preference on liquidation is $1,575,000)                    1,494,000           1,494,000
    Common stock - no par value; 40,000,000 shares
      authorized; 11,648,584 shares issued and
      outstanding at September 30, 1996, 8,201,834
      shares issued and outstanding at December 31, 1995         32,445,000          24,258,000
    Accumulated deficit                                         (21,153,000)        (18,024,000)
                                                               ------------        ------------
       Net shareholders' equity                                  12,786,000           7,728,000
                                                               ------------        ------------
TOTAL                                                          $ 19,358,000        $  9,107,000
                                                               ============        ============
</TABLE>

See accompanying notes to financial statements


                                       3
<PAGE>   4
                               I-FLOW CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                    Three Months Ended                     Nine Months Ended
                                                       September 30,                         September 30,
                                            --------------------------------       --------------------------------
                                                 1996               1995               1996                1995
                                            ------------        ------------       ------------        ------------
<S>                                         <C>                 <C>                <C>                 <C>         
REVENUES:
  Net sales                                 $  2,965,000        $  2,637,000       $  4,695,000        $  7,132,000
  Licensing fees                               1,000,000                --            3,600,000                --
                                            ------------        ------------       ------------        ------------
    Total revenues                             3,965,000           2,637,000          8,295,000           7,132,000
                                            ------------        ------------       ------------        ------------
COSTS AND EXPENSES:
  Cost of sales                                1,140,000           1,240,000          2,045,000           3,169,000
  Selling and marketing                          824,000             356,000          1,556,000           1,163,000
  General and administrative                     982,000             505,000          2,259,000           1,626,000
  Product development                            334,000             208,000            804,000             651,000
  In process research and development          4,900,000                --            4,900,000                --
                                            ------------        ------------       ------------        ------------
    Total costs and expenses                   8,180,000           2,309,000         11,564,000           6,609,000

INCOME (LOSS) BEFORE
  INTEREST AND TAXES                          (4,215,000)            328,000         (3,269,000)            523,000

INTEREST INCOME (EXPENSE)                        (10,000)             12,000            173,000              53,000
INCOME TAXES                                        --                  --              (35,000)               --
                                            ------------        ------------       ------------        ------------
NET INCOME (LOSS)                           $ (4,225,000)       $    340,000       $ (3,131,000)       $    576,000
                                            ============        ============       ============        ============
NET INCOME (LOSS) PER SHARE                 $      (0.34)       $       0.04       $      (0.28)       $       0.06
                                            ============        ============       ============        ============
WEIGHTED AVERAGE NUMBER OF
  COMMON AND COMMON EQUIVALENT
  SHARES OUTSTANDING                          11,569,690           9,432,579         11,225,418           9,080,710
                                            ============        ============       ============        ============
</TABLE>

See accompanying notes to financial statements


                                       4
<PAGE>   5
                               I-FLOW CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                              September 30,
                                                                     --------------------------------
                                                                         1996                1995
                                                                     ------------        ------------
<S>                                                                  <C>                 <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income (loss)                                                   $ (3,131,000)       $    576,000
Adjustments to reconcile net income (loss)
  to net cash provided by (used by) operations:
  In process research and development                                   4,900,000                --
  Depreciation and amortization                                           172,000             147,000
  Changes in operating assets and liabilities:
    Accounts receivable                                                   602,000            (902,000)
    Inventories                                                           (52,000)           (555,000)
    Prepaid expenses and other                                           (120,000)            (25,000)
    Accounts payable and accrued liabilities                              653,000            (298,000)
                                                                     ------------        ------------
Net cash provided by (used by) operating activities                     3,024,000          (1,057,000)
                                                                     ------------        ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Property acquisitions (including rental and
    demonstration equipment)                                             (466,000)           (193,000)
  Business acquisition                                                (16,036,000)            (50,000)
  Increase in other assets                                               (147,000)               --
                                                                     ------------        ------------
Net cash used by investing activities                                 (16,649,000)           (243,000)
                                                                     ------------        ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase is notes payable                                             3,947,000                --
  Proceeds from exercise of stock options and warrants                  5,574,000           1,725,000
                                                                     ------------        ------------
Net cash provided by financing activities                               9,521,000           1,725,000
                                                                     ------------        ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (4,104,000)            425,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF
  PERIOD                                                                5,628,000           1,834,000
                                                                     ------------        ------------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                          $  1,524,000        $  2,259,000
                                                                     ============        ============
SUPPLEMENTAL CASH FLOW INFORMATION:

Liabilities issued and assumed in connection with acquisition:
     Fair value of assets acquired
          (including intangibles)                                    $ 18,091,000
    Cash outflows for business acquisition                            (16,036,000)
    Common Stock Issued                                                 2,615,000
                                                                     ------------
Liabilities issued and assumed                                          4,670,000
                                                                     ============
Interest paid                                                        $    115,000
                                                                     ============
Income tax payments                                                  $     35,000
                                                                     ============
</TABLE>

See accompanying notes to financial statements


                                       5
<PAGE>   6
                               I-FLOW CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

 1.    BASIS OF PRESENTATION

      The accompanying unaudited financial statements contain all adjustments
      (consisting only of normal recurring adjustments) which, in the opinion of
      management, are necessary to present fairly the financial position of the
      Company at September 30, 1996 and the results of its operations and its
      cash flows for the nine-month periods ended September 30, 1996 and 1995.
      Certain information and footnote disclosures normally included in
      financial statements have been condensed or omitted pursuant to rules and
      regulations of the Securities and Exchange Commission although the Company
      believes that the disclosures in the financial statements are adequate to
      make the information presented not misleading.

      The financial statements included herein should be read in conjunction
      with the financial statements of the Company, included in the Company's
      Annual Report on Form 10-K for the year ended December 31, 1995 filed with
      the Securities and Exchange Commission on March 27, 1996.

      Certain amounts previously reported have been reclassified to conform with
      the presentation at September 30, 1996.


2.  COMMON STOCK OPTIONS AND WARRANTS

      The Company has stock option plans which currently provide for the
      granting of options to employees, officers, consultants and directors.
      Stock option activity for the nine-month period ended September 30, 1996
      is summarized as follows:

<TABLE>
<CAPTION>
                                                 Shares            Exercise
                                               Subject to          Price per
                                                 Options             Share
                                               ----------        -------------
<S>                                            <C>              <C>
             Balance, December 31, 1995         2,478,888        $0.25 - $5.15
                Granted                           245,000        $4.13 - $5.38
                Exercised/Expired                (274,915)       $0.25 - $4.05
                                               ----------        -------------
             Balance, September 30, 1996        2,448,973        $0.25 - $5.38
                                               ==========        =============
</TABLE>

      Options to purchase 1,280,410 shares of the Company's common stock were
      exercisable at September 30, 1996 at exercise prices ranging from $0.25 to
      $5.38 per share.


                                       6
<PAGE>   7
      Outstanding warrants as of September 30, 1996 are summarized below. During
      the nine-month period ended September 30, 1996, Series G Warrants to
      purchase 1,718,453 shares of the Company's Common Stock were exercised
      raising net proceeds of approximately $5,200,000.

                               Shares Subject  Exercise Price
              Description        to Warrants     Per Share      Expiration Date
              -----------      --------------  --------------   ---------------
         Underwriter Warrants       46,051         $6.79        February 1997
         Series F Warrants         607,032    $2.40 to $4.80    October 1997
         Series G Warrants         291,502         $3.00        December 1996
         Series H Warrants         150,000    $2.75 to $3.25    March 1997
         Series I Warrants         250,000         $4.62        July 2001

 3.  BANK FINANCING AND LONG TERM DEBT

      During the year ended December 31, 1995, the Company entered into a
      financing agreement with a bank which provides for a working line of
      credit expiring in August 1996. Under the line of credit, the Company may
      borrow up to the lesser of $1,500,000 (increased to $3,000,000 in July
      1996) or 75% of eligible accounts receivable, as defined, at a bank's
      prime rate plus 1% (9.75% at September 30, 1996). The Company increased
      the maximum available borrowing limit on its line of credit from
      $1,500,000 to $3,000,000 in July 1996 and extended the expiration date to
      July 1997. There were no borrowings outstanding under the line as of
      September 30, 1996.

      In conjunction with the acquisition described in Note 5, the Company
      entered into a $4,000,000 note payable with a bank due in monthly
      installments bearing interest at the bank's prime rate plus 1.5% (10.25%
      at September 30, 1996) through July 2000. The note is collateralized by
      substantially all of the Company's assets and requires the Company to
      comply with certain covenants.


 4.  LICENSING FEE

      In November 1994, the Company signed an exclusive national distribution
      agreement with SoloPak Pharmaceuticals Inc. (SoloPak) for the
      SideKick(TM), Paragon(TM) and elite(TM) product lines. In February 1996,
      this agreement was superseded with a new agreement in which SoloPak
      purchased the exclusive right and license to manufacture and sell the
      products in the United States and Puerto Rico. Pursuant to the new
      agreement, SoloPak paid the Company $1.3 million in consideration of the
      license in February 1996 and will pay the Company guaranteed royalties of
      $1.0 million during each of the three succeeding quarters in 1996.
      Additionally, SoloPak will pay I-Flow a royalty equal to two percent of
      its net sales of the


                                       7
<PAGE>   8
      products for the 1997 and 1998 calendar years. Per the terms of the
      agreement, I-Flow has the right of first refusal to supply SoloPak with
      services and assistance in assembling the completed products until
      February 1998. The Company retained the rights to sell the products
      outside the United States and Puerto Rico.

5.  ACQUISITION OF BLOCK MEDICAL, INC.

      On July 3, 1996, the Company entered into an agreement for the purchase of
      substantially all of the assets of Block Medical, Inc. The transactions
      contemplated by this agreement were consummated on July 22, 1996. The
      assets were acquired for an aggregate purchase price of approximately $18
      million. The purchase price has been allocated to the net assets acquired,
      in-process research and development, goodwill and other intangibles. The
      amount allocated to in-process research and development of $4.9 million
      has been expensed as of the acquisition date. Consideration for the
      purchase consisted of: cash of $15,000,000, 433,018 shares of I-Flow
      Corporation Common Stock with a value of $2,000,000 as of the date of
      closing, and a warrant to purchase 250,000 shares of I-Flow Corporation
      Common Stock at an exercise price of $4.62, expiring July 22, 2001, valued
      at $615,000 at the date of closing.

      The consolidated pro forma results of operations for the nine-month period
      ended September 30, 1996 and 1995, as if the Block Medical acquisition had
      occurred at the beginning of 1995, are as follows:

<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                              September 30,
                                                    -------------------------------
                                                        1996                1995
                                                    ------------       ------------
<S>                                                 <C>                <C>         
                  Total revenues                    $ 16,499,000       $ 10,177,000

                  Net income (loss)                 $  1,223,000       $ (6,474,000)

                  Net income (loss) per share       $       0.10       $      (0.18)
</TABLE>

      The pro forma information presented above does not purport to be
      indicative of the results that actually would have been obtained if the
      combined operations had been conducted during the periods presented and is
      not intended to be a projection of future results.


                                       8
<PAGE>   9
                               I-FLOW CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      When used in this discussion, the words "believes", "anticipates" and
      similar expressions are intended to identify forward-looking statements.
      Such statements are subject to certain risks and uncertainties which could
      cause actual results to differ materially from those projected. Readers
      are cautioned not to place undue reliance on these forward-looking
      statements which speak only as of the date hereof. The Company undertakes
      no obligation to republish revised forward-looking statements to reflect
      the occurrence of unanticipated events. Readers are also urged to
      carefully review and consider the various disclosures made by the Company
      in this report which seek to advise interested parties of the factors that
      affect the Company's business, as well as in the Company's periodic
      reports on Forms 10-K, 10Q and 8K filed with the Securities and Exchange
      Commission.

RESULTS OF OPERATIONS

      Net sales during the three and nine-month periods ended September 30, 1996
      were $2,965,000 and $4,695,000, respectively, compared to $2,637,000 and
      $7,132,000 for the same periods in the prior year. However, during the
      three and nine-month periods ended September 30, 1996, the Company
      received licensing fees of $1,000,000 and $3,600,00, respectively, which
      brought total revenues for these periods to $3,965,000 and $8,295,000.
      Included in net sales for the three-month period ended September 30, 1996
      were sales from the Company's new subsidiary, Block Medical, Inc., of
      $1,953,000. Block Medical, Inc. was acquired on July 22, 1996.

      In November 1994, the Company signed an exclusive distribution agreement
      with SoloPak Pharmaceuticals Inc. (SoloPak) for the SideKick(TM),
      Paragon(TM), and elite(TM) product lines. Sales to SoloPak were
      approximately $4,660,000 for the nine-month period ended September 30,
      1995, whereas there were no sales to SoloPak during 1996.

      In February 1996, this agreement was superseded with a new agreement in
      which SoloPak purchased the exclusive right and license to manufacture and
      sell the products in the United States and Puerto Rico. Pursuant to the
      new agreement, SoloPak paid the Company $1.3 million in consideration of
      the license in February 1996 and agreed to pay the Company guaranteed
      royalties of $1.0 million during each of the three succeeding quarters in
      1996. Additionally, SoloPak agreed to pay I-Flow a royalty equal to two
      percent of its net sales of the products for the 1997 and 1998 calendar
      years. Per the terms of the agreement, I-Flow has the right of first
      refusal to supply SoloPak with services and assistance in assembling the
      products until February 1998. The Company retained the right to sell the
      products outside the United States and Puerto Rico.

      In July, 1996, the Company purchased substantially all of the assets of
      Block Medical, Inc. ("Block"), a wholly-owned subsidiary of Hillenbrand
      Industries, Inc. Block, which manufactures and sells portable infusion
      devices for the alternative site market, is headquartered in San Diego,
      California and has a manufacturing facility in Northern Mexico.


                                       9
<PAGE>   10
      Block had revenues of approximately $13.5 million for the fiscal year
      ended December 2, 1995. The Company believes that if Block's operations
      are successfully integrated, the Company could achieve combined revenues
      in the low to mid $20 million range next year, with resulting earnings per
      share exceeding $0.30 per share (assuming no significant change in the
      number of shares outstanding).

      In addition to revenue growth, the Company believes that the acquisition
      of Block brings several other strategic advantages to the Company, one of
      which is an expanded product line with single-dose, one-time use infusion
      pumps and a new electronic device. Also, with the plant in Mexico, the
      Company believes the acquisition will help it become more profitable by
      lowering its direct labor costs. The acquisition additionally seeks to
      strengthen the Company's sales and marketing with an established 18 person
      sales force and a strong customer base.

      Cost of sales of $1,140,000 and $2,045,000 were incurred during the three
      and nine-month periods ended September 30, 1996, respectively. As a
      percentage of net sales, cost of sales decreased by 9% for the three-month
      period ended September 30, 1996 compared to the same period in the prior
      year. This increase in gross profit on sales is primarily the result of a
      higher percentage of sales to foreign customers, and the addition of the
      Block sales which have a higher margin.

      Selling and marketing expenses for the three and nine-month periods ended
      September 30, 1996 increased over the same periods in the prior year by
      $468,000, or 131% and $393,000, or 34%, respectively. These higher
      expenses primarily resulted from the increased internal sales force from
      four persons to 18 persons as a result of the acquisition of Block.

      General and administrative expenses for the three and nine-month periods
      ended September 30, 1996 increased over the same period in the prior year
      by $477,000, or 94% and $633,000, or 39%, respectively. These expenses
      primarily represent costs for administrative personnel, facilities and
      other miscellaneous items. These costs have increased primarily as a
      result of the acquisition of Block. As the Company integrates the
      operations of Block with its own and recognizes the synergies of the
      businesses, these costs are expected to decrease.

      Product development expenses for the three and nine-month periods ended
      September 30, 1996 increased compared to those for the same period in the
      prior year by $126,000, or 61% and $153,000, or 24%, respectively. With
      the acquisition of Block, the Company increased its engineering staff and
      the number of new products under development. The Company will continue to
      incur product development expenses as it continues its efforts to
      introduce new improved-technology, cost-efficient products into the
      market.

FINANCIAL CONDITION

      During the nine-month period ended September 30, 1996, funds of $3,024,000
      were provided by operating activities as non-cash expenses of $5,072,000
      plus net changes in operating assets and liabilities of $1,083,000
      exceeded a net loss of $3,131,000. The changes in operating assets and
      liabilities consisted of a decrease in accounts receivable of $602,000


                                       10
<PAGE>   11
      and an increase in accounts payable and other liabilities of $653,000 less
      an increase in inventories and prepaid expenses of $172,000.

      The Company used funds for investing activities during the nine-month
      period ended September 30, 1996 by acquiring property (including rental
      and demonstration equipment) and other assets aggregating $613,000. Also,
      the Company used funds of $16,036,000 for the acquisition of substantially
      all of the assets of Block Medical, Inc. (note 5 of Notes to Financial
      Statements).

      During the nine-month period ended September 30, 1996, funds of $9,521,000
      were provided by financing activities consisting of an increase in notes
      payable of $3,947,000 and proceeds from the exercise of stock options and
      Series G Warrants of $5,574,000.

      As of September 30, 1996, the Company had a cash balance of $1,524,000 and
      net receivables of $3,022,000. To date, the Company has financed its
      operations and working capital requirements primarily through equity
      financings. Management believes the Company's available funds are
      sufficient to provide for its short-term projected needs for operations.


                                       11
<PAGE>   12
                           PART II - OTHER INFORMATION

      Items 1.-5. Not Applicable

      Item   6.   Exhibits and Reports on Form 8-K

                  (a)   Exhibits - The list of exhibits contained in the
                        accompanying Index to Exhibits is herein incorporated by
                        reference.

                  (b)   During the quarter ended September 30, 1996, the Company
                        filed a Current Report on Form 8-K dated July 22, 1996
                        regarding the acquisition of substantially all of the
                        assets of Block Medical, Inc.


                                       12
<PAGE>   13
                                   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.


                               I-FLOW CORPORATION
                               -------------------
                                  (Registrant)


      Date:  November 11, 1996           /s/ Donald M. Earhart
                                         -------------------------------------
                                         Donald M. Earhart,
                                         Chairman, President and CEO


      Date:  November 11, 1996           /s/ Gayle L. Arnold
                                         -------------------------------------
                                         Gayle L. Arnold,
                                         Vice President, Finance


                                       13
<PAGE>   14
                                INDEX TO EXHIBITS

   Set forth below is a list of the exhibits included as part of this report:

   Exhibit No.                        Exhibit
   -----------                        -------
       3.1 (1)    Restated Articles of Incorporation
                  of the Company
       3.2 (2)    Certificate of Amendment to Restated
                  Articles of Incorporation dated June 14, 1991
       3.3 (3)    Certificate of Amendment to Restated
                  Articles of Incorporation dated May 12, 1992
       3.4 (3)    Certificate of Determination covering Company's Series B
                  Preferred Stock filed with the Secretary of State on October
                  5, 1992
       3.5 (2)    Restated Bylaws as of July 22, 1991
                  of the Company

      27          Financial Data Schedule


   (1)     Incorporated by reference to exhibit with this title filed with the
           Company's Form 10-K for its fiscal year ended September 30, 1990.

   (2)     Incorporated by reference to exhibit with this title filed with the
           Company's Registration Statement (#33-41207-LA) declared effective
           August 8, 1991.

   (3)     Incorporated by reference to exhibit with this title filed with the
           Company's Post Effective Amendment to its Registration Statement
           (#33-41207-LA) declared effective November 6, 1992.


                                       14