UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   FORM 10-KSB

Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934

For the fiscal year ended December 30, 1995

Commission file Number 0-11201

Merrimac Industries Inc.
(Name of small business issuer as specified in its charter)

New Jersey                                        22-1642321
(State of incorporation)                    I.R.S Employer Identification No

41 Fairfield Place            West Caldwell, New Jersey        07006
(Address of principal executive offices)

Registrant's telephone number including area code 201-575-1300

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Title of each class             Name of each Exchange on which registered
-------------------             -----------------------------------------
   Common stock                           American Stock Exchange

Securities registered pursuant to Section 12(9) of the Exchange Act:

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

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure  will not
be contained  to the best of  registrant's  knowledge,  in  definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( )

     State registrant revenues for its most recent fiscal year were $14,396,633.

     The  aggregate  market value of voting Stock held by  non-affiliates  based
upon the  average  price of such  stock as  quoted on AMEX for March 8, 1996 was
$13,499,420 Shares of Common Stock held by each officer and director,  have been
excluded in that such persons may be deemed to be affiliates.

     Registrant's Common Stock outstanding at March 8,1996 was 1,585,240 shares.

                 DOCUMENTS INCORPORATED BY REFERENCE

part I    - Certain  information  contained in the Annual Report to Shareholders
  &          for Fiscal Year Ended December 30, 1995, 
part II      filed as Exhibit 13 herewith.

part III  - Certain information contained in the Proxy Statement for April 25,
            1996 Annual Meeting of Shareholders.



Exhibit index on page 10.


<PAGE>



                                     PART I




     Merrimac  Industries,  Inc., was incorporated in 1954 under the laws of the
State of New York. Merrimac  Industries,  Inc. was reincorporated in New Jersey
in 1994 and is hereinafter sometimes referred to as the "Company".




ITEM 1. DESCRIPTION OF BUSINESS



General


     The Company  manufactures  and sells  approximately  1, 500  components and
subsystems  used  in  signal  processing   systems  (the  extraction  of  usable
information from radio signals) in the frequency spectrum of D.C. to 65 GHz. The
Company's  products are designed to process  signals in a wide bandwidth and are
of relatively  small size and  lightweight.  When  integrated  into  subsystems,
advantages  of lower cost and smaller  size are  realized  due to the removal of
connectors,  cases and  headers.  The  Company"  components  range in price from
$20 to $10,000 and its subsystems range from $500 to $75,000 or more.


     The Company has traditionally developed and offered for sale products built
to specific  customer needs and standard  catalog items. The sales of components
and   sub-assemblies   for  use  in   government   applications   accounted  for
approximately  50% of 1995  revenues.  Approximately  22% of 1995  revenues were
derived from initial orders for products custom  designed for specific  customer
applications,  45% from repeat  orders for such  products,  and 33% from catalog
sales.


     The  Company's  strategy  is to be a  reliable  supplier  of  high  quality
technically  innovative signal processing products.  The Company coordinates its
marketing, research and development, and manufacturing operations to develop new
products  and  expand its  markets.  The  Company's  marketing  and  development
activities  focus on  identifying  and  producing  prototypes  for new  military
programs and  applications in aerospace,  defense  systems,  communications  and
medical electronics. The Company's research and development efforts are targeted
towards providing customers with more complex, reliable, and compact products at
lower  costs.  Improved  production  efficiencies  and  more  extensive  use  of
automated test equipment such as Hewlett Packard network analyzers (models 3577,
8505,  8510,  8720 and 8753) have  resulted in a  considerable  reduction of the
set-up time to take  measurements,  calibrate  test equipment and print out hard
copy of data.  In  addition,  computerized  cost  controls  such as  closed  job
history,  up-to-date work in process costs and selling prices are also enhancing
the Company's  competitive position. In 1992 the Company purchased laser marking
equipment  which became fully  operational  in 1994.  Laser marking is now being
incorporated into the process of metal packages. This provides totally permanent
marking,  greater flexibility and lower costs. See also discussion of CAD/CAM in
"Research and Development below.





<PAGE>




     For a  discussion  of  financial  information  about the Nature of business
foreign and domestic  operations and export sales,  reference is made to Note 10
to  Consolidated   Financial  Statements  in  the  Company's  Annual  Report  to
Stockholders  for Fiscal Year Ended December 30, 1995 which note is incorporated
herein by reference.




Products


     The Company's major product  categories  are: (1) power  dividers/combiners
that  equally  divide  input  signals or  combine  coherent  signals  for nearly
lossless power  combinations;  (2) quadrature couplers that serve to split input
signals  into two  output  signals  90  degrees  out of phase or  combine  equal
amplitude  quadrature  signals;  (3) hybrid  junctions that serve to split input
signals  into two output  signals  180  degrees  out of phase or  combine  equal
amplitude  signals  with 0 degree or 180 degrees out of phase;  (4)  directional
couplers that allow for signal sampling along  transmission  lines; (5) balanced
mixers that convert two input  frequencies  to another  frequency;  (6) variable
attenuators  that  serve to control or reduce  power flow with  distortion;  (7)
phase  shifters  that   accurately   and  repeatedly   alter  a  signal's  phase
transmission  to  achieve  desired  signal   processing  or  demodulation;   (8)
beamformers that permit an antenna to electronically track or transmit a signal;
(9) I&Q networks (a subassembly of circuits which allows two information signals
(incident  and  quadrature  to be  carried on a single  radio  signal for use in
digital  communication  and  navigational  positioning;   and  (10)  solid-state
switches that control signal  routing.  The Company's  other product  categories
include  single side band  modulators,  vector  modulators and a wide variety of
specialized  integrated  assemblies.  In the last  fiscal  year,  no one product
accounted for more than ten percent of total net sales.


     About 38% of the  Company's  sales were  derived from the sales of products
for use in high-reliability  aerospace,  satellite,  and missile applications in
1995.  These  products  are designed to withstand  severe  environments  without
failure or  maintenance  over a prolonged  time  period.  The  Company  provides
facilities  dedicated  to the design,  development  manufacture,  and testing of
these  products  along  with  special  program   management  and   documentation
personnel.  The  Company  offers  products in each of its major  categories  for
high-reliability applications.


     The Company's  products are also used in a broad range of other defense and
commercial  applications,   including  radar,  navigation,  missles,  electronic
warfare and countermeasures,  medical electronics, and communications equipment.
The Company's  products are also  utilized in systems to receive and  distribute
television   signals  from  satellites  and  through  other  microwave  networks
including cellular radio.






<PAGE>




Marketing


     The Company  markets its products in the United States and Canada  directly
to customers  through a marketing staff comprised of 13 employees and through 15
independent domestic sales organizations The Company's marketing program focuses
on identifying new programs and  applications  for which the Company can develop
prototypes leading to volume production orders.


     The Company  utilizes  approximately  17 sales  organizations to market its
products  elsewhere  in the world.  Sales to foreign  customers  amounted to: in
fiscal 1995 $4,229,000  (29.4% of sales),  in fiscal 1994  $3,526,000  (25.9% of
sales) and in fiscal 1993 $4,129,000 (29% of sales).


     The Company's  customers are primarily major industrial  corporations  that
incorporate the Company's products into a wide variety of defense and commercial
systems. The Company's customers include Raytheon, Boeing, Norden, Westinghouse,
Martin Marietta,  General Electric,  Litton  Industries,  Hughes Aircraft,  TRW,
E-Systems,  Southwest Research,  Magnavox,  Motorola and Rockwell International.
Sales to any one  foreign  geographic  area did not  exceed 10% of net sales for
1995, 1994 or 1993. In 1994 sales to Raytheon  Company  amounted to 10.9% of net
sales. No one company accounted for more than 10% of net sales in 1995 and 1993.



Research and Development


     During fiscal 1995, 1994 and 1993,  research and  development  expenditures
amounted to $275,000, $398,000 and $254,000,  respectively. The Company plans to
invest  development  funds at the same  level in as in 1994 and will  focus  its
efforts at specific customer application  requiring further  miniaturization and
precision and volume applications.


     The Company's research and development  activities  include  development of
prototypes  for new  programs and  applications  and the  implementation  of new
technologies to enhance the Company's competative position. Projects focusing on
surface  mounted  devices  (SMD) and  micro-electronic  assemblies  are directed
toward  development of more circuitry in smaller,  lower cost, and more reliable
packaging  that is easier for customers to integrate  into their  products.  The
Company  continues to expand its use of computer aided design and  manufacturing
(CAD/CAM.  in  order  to  reduce  design  and  manufacturing  costs  as  well as
development time.










<PAGE>



Backlog



     The Company manufactures  specialized components and subsystems pursuant to
firm orders from customers and standard  components  for inventory.  At December
30, 1995, the Company had a firm backlog of orders of approximately  $5,656,000.
The  Company  estimates  that  approximately  90% of the orders in backlog as of
December 30, 1995 will be filled within one year.  The Company does not consider
its business to be seasonal.




Competition


     The  Company  encounters  competition  in all phases of its  business.  The
Company  competes  both  domestically  and  internationally  in the military and
commercial  markets and specifically  within the space and communication  areas.
The  Company's  competitors  consist of  entities of all sizes.  Generally,  the
smaller companies offer 1ower prices due to lower overhead  expenses,  and often
larger companies have greater financial resources than the Company.  The Company
competes with all on a basis of technological  performance,  quality reliability
and  dependability  in  meeting  shipping  schedules  as well as on the basis of
price.  The Company  believes that the above factors have served well in earning
the  respect  and loyalty of many custom in the  industry.  These  factors  have
enabled the Company over the years to  successfully  maintain a stable  customer
base and have  directly  contributed  to the  Company's  ability to attract  new
custom




Manufacturing, Assembly and Source of Supply


     Manufacturing  operations  consist  principally  of  assembly an testing of
components  and  subsystems  built  from  purchased   electronic  materials  and
components,  fabricated parts, and printed circuits.  Manual and  semi-automatic
methods are employed depending  principally upon production volumes. The Company
has its own machine shop employing CAD/CAM  techniques and etching facilities to
handle soft and hard substrate  materials.  In addition,  the Company  maintains
testing and inspection  procedures  intended to minimize  production  errors and
enhance product  reliability.  The Company anticipates it will commence assembly
operations in Costa Rica in the second half of 1996.


  During 1995, the Company  continued to implement  programs to improve the
efficiency of manufacturing operations,  and reduce costs. The Company continues
to establish more stringent  procedures and  documentation  standards to provide
for  the  prompt  transfer  of  the  production  of  proto-type   products  from
engineering  to  manufacturing  To enhance  the  structure  and quality of these
functions, ISO 9001 certification is being implemented.  The efforts so far have
increased  production  efficiency  steadily  from  1990 to  1995  and  with  the
prospective improvements this trend should continue through 1996 and beyond.






<PAGE>



     It is the Company's  policy to use  manufacturing  cost savings to enhance,
its competitive position.


     Electronic  components and raw materials  used in the Company  products are
generally  available  from a  sufficent  number  of  qualified  suppliers.  Some
materials  are  standard  items and others  are  manufactured  to the  Company's
specifications by  subcontractors.  The Company is not dependent upon any single
supplier for any of its component or materials.




Employee Relations


     As of December  30,  1995 the Company  employed  130  persons.  None of the
Company's  employees are  represented by a labor  organization.  The Company has
never  experienced  a work  stoppage  or  interruption  due to a labor  dispute.
Management believes that its relations with its employees are satisfactory.


     Since 1967, the Company has had a profit sharing plan for its employees and
contributes  ten  percent  of its  pretax  income  (before  the  profit  sharing
contribution)  into the Plan each fiscal year.  In 1984,  the Company  adopted a
Savings and Investment Plan permitting  employees to invest,  by means of salary
deductions, up to 16% of their regular compensation with 50% (25% prior to 1995)
of the first 6% of such savings  matched by the Company.  In 1985,  stockholders
approved a Stock Purchase Plan Company employees.  Eligible  employees,  through
salary  deductions  over a period of 27 months  may enter into an  agreement  to
purchase that number of shares which equals 10% of annual  compensation,  at 85%
of the market  value at the time of the  agreement  or at the time of  purchase,
whichever is less.  The Plan expired  December 31, 1989.  April 1990,  Company's
stockholders  approved an  amendment to the Plan - extending it for another five
years.  In 1995 the  Company's  stockholders  approved a new five year Plan with
substantially the same terms as the prior Plan.




Patents


     The  Company  owns  15  patents  with  respect  to  certain  inventions  it
developed.  Although  it has from  time to time  filed  patent  applications  in
connection with the inventions which it believes patentable the Company does not
believe that  patents or other  similar  intangible  rights  afford  significant
protection from competitors or are material to its business.










<PAGE>



ITEM 2. DESCRIPTION OF PROPERTIES





     All of the  Company's  administrative  offices and research and  production
facilities are located in West Caldwell, New Jersey, on a five acre parcel owned
by the Company.  A 12,000 square-foot plant was built in November 1966; a 13,500
square-foot  addition was completed in December 1971;  and a 26,500  square-foot
addition was completed in July 1980, aggregating 52,000 square feet presently.


     The Company owns all of its land,  buildings,  laboratory,  production  and
office  equipment,  as well as its furniture and fixtures.  The Company believes
that its plant and facilities are well suited for the Company's business and are
properly  utilized,  suitably located and in good repair.  The Company is in the
process of  negotiating  a lease for a 3,000 square foot facility in Costa Rica.

     The Company  does not make any  investments  in real  estate  other than in
connection with its operations.



ITEM 3. LEGAL PROCEEDINGS

     On July 1, 1993, the Company filed a $750,000 amended complaint against the
former  principals  of an  acquired  Canadian  Business,  in the  United  States
District Court for the District of New Jersey,  for  misrepresentations  made by
them in conjunction with the Stock Purchase Agreement between the parties. On or
about November 1, 1993, the former  principals  filed an action in Ontario Court
against  the  Company for breach of the same Stock  Purchase  Agreement,  fraud,
breach of employment agreements,  wrongful dismissal, breach of lease and damage
to leased premise. The former principals have demanded $(Canadian)  1,000,000 in
compensatory and punitive damages. During 1995 the Company and former principles
settled at lawsuit filed in United States distric Court without  compensation to
either party,  however the  litigation in Ontario is continuing  and the Company
has filed a counter  claim  demanding  $1,500,000 in  compensation  and punitive
damages.  During 1995 the Company and former principles settled at lawsuit filed
in United States Distric Court without compensation to either party, however the
litigation  in Ontario is  continuing  and the Company has filed a counter claim
demanding  $1,500,000 in compensatory and punitive damages. The Company believes
that the former  principals'  action is without  merit and intends to pursue its
action and vigorously  contest the former principals'  lawsuit.  


     The  Company  is a party  to  other  lawsuits,  both as a  plaintiff  and a
defendant,  arising  in the  normal  course of  business.  It is the  opinion of
Management,  after  consultation  with counsel,  that the  disposition  of these
various  lawsuits,  including the lawsuit described above, will not individually
or in the  aggregate  materially  adversely  affect the  consolidated  financial
position or the results of operations of the Company.



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

           Not applicable.



<PAGE>



                                     PART II



ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


     The Company's  Common Stock began trading on the American Stock Exchange on
July 11, 1988 under the symbol MRM and still trades there.


     Reference is made to the table captioned "Quarterly Common Stock Data" page
35 of the Company's  Annual Report to Shareholder for Fiscal Year Ended December
30, 1995,  which is  incorporated  herein in by reference for  information  with
respect to the high and low bid prices of the Company's  Common Stock during the
Company's past two fiscal years.


     The Company had approximately 200 holders of record on March 8, 1996.


     Reference is made to Note 9 to the Consolidated Financial Statements in the
Company's Annual Report to Shareholders for fiscal Year Ended December 30, 1995,
which note is incorporated  herein by reference for information  with respect to
payment of cash dividend in 1995, 1994 and 1993.




ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATION


     Reference  is  made to  pages 8 and 9 of the  Company's  Annual  Report  to
Shareholders   for  fiscal  year  ended  December  30,  1995,  which  pages  are
incorporated herein by reference.




ITEM 7.    FINANCIAL STATEMENTS


     Reference is made to pages 10 through 22 of the Company'  Annual  Report to
Shareholders   for  fiscal  year  ended  December  30,  1995,  which  pages  are
incorporated  herein  by  reference  with  respect  to the  Company's  Financial
Statements  as of December  30, 1995 and December 31, 1994 and each of the years
in the three year periods ended December 30, 1995 and the reports of J.H. Cohn &
Company and Ernst & Young LLP included  herein on pages 11 and 12  respectively
as follows:


                                                                   Annual Report
                                                                         to
                                                                    Shareholders
                                                Form-10KSB              1995

 Consolidated Balance Sheets at December 30,
     1995 and December 31, 1994                                         11

Fiscal years ended December 30, 1995
  December 31, 1994 and January 1, 1994:

     Consolidated Statements of Income                                  10
     Consolidated Statements of Stockholders'
      Equity                                                            12
     Consolidated Statements of Cash Flows                              13

Notes to Consolidated Financial Statements                              14-21

Reports of Independent Public Accountants          11-12


ITEM 8.    CHANGES IN DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


     The decision to replace  Ernst & Young LLP as the Company  accountants  was
approved by the Audit Committee of the Board of Directors.  During the Company's
two most recent fiscal years, prior to such replacement,  there had not been any
disagreements  with Ernst & Young LLP on any matter of accounting  principles or
practices,  financial statement disclosure,  or auditing scope or procedure, nor
had Ernst & Young LLP's reports on the Company's  financial  statements for such
years contained an adverse opinion or a disclaimer of opinion, or been qualified
or modified as to uncertainty, audit scope or accounting principles.

<PAGE>



                                    PART III


     Pursuant to General  Instruction E to Form 10-KSB,  portions of information
required by items 9-12 is hereby  incorporated  by  reference  to the  Company's
definitive  Proxy  Statement for the 1995 Annual  Meeting of  Shareholders  (the
"Proxy  Statement")  which the Company  filed with the  Securities  and Exchange
Commission on March 22, 1996.




ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


     The following is a list of the Company's executive officers, their ages and
their  positions as of December 30, 1995.  Generally each  executive  officer is
elected for a term of one year at the re-organizational  meeting of the Board of
Directors following the annual shareholders meeting.


            Name                       Age        Position

       Charles F. Huber II             66        Chairman

       Eugene W. Niemiec               56        President, Chief Executive
                                                 Officer, Chief Operating
                                                 Officer, Treasurer and
                                                 Chief Financial Officer

       John J. Antonich                62        Vice President,
                                                 Secretary/Controller

       John Z. Blahosky                64        Executive Vice President

       Brian R. Dornan                 47        Group Vice President
                                                 Manufacturing

       Anthony N. Ramsden              51        Vice President
                                                 Sales, Marketing and 
                                                 International Sales










  Family Relationships

     There are no family  relationships  among the officers listed.  All elected
officers  hold  office for one year and until their  successors  are elected and
qualified.






<PAGE>


Business Experience of Executive Officers During Past Five Year,


     Mr. Huber,  effective  September 9, 1994, was elected  Chairman of Merrimac
Industries,  Inc.  In  addition,  he  is  currently  Chairman  of  Transnational
Industries,  Inc., a  manufacturing  company in Chadds Ford,  Pennsylvania;  and
Treasurer   and   Director  of   Pannebaker,   a  custom   cabinet   company  in
McAllisterville,  Pennsylvania;  and  Director,  Vice  President,  Secretary and
Treasurer of Prodo-Pak Corp., a manufacturer of Packaging  machinery,  Garfield,
New Jersey.  He has been a Managing  Director  of William D.  Witter,  Inc.,  an
investment  banking  organization  in New York,  New York  since  1981  where he
specializes in leveraged buyouts.

     Mr.  Niemiec,  effective  September 9, 1994,  was elected to the additional
offices of Chief Executive  Officer,  Chief Financial Officer and Treasurer.  He
continues to hold the offices of President  and Chief  Operating  Officer of the
Company which he has held since January 1, 1990.

     Mr.  Antonich has been Vice President  Secretary/Controller  since prior to
1991.

     Mr. Blahosky, has been executive Vice President since prior to 1991.

     Mr. Dornan has been Group Vice President of Manufacturing  upon joining the
Company in 1986.

     Mr. Ramsden has been Vice President of Sales and Marketing upon joining the
Company in 1986.

     Information  relating to compliance  with Section 16 of the Exchange Act is
incorporated herein by reference to page 7 of the proxy statement.

ITEM 10.   EXECUTIVE COMPENSATION

     See the information under the caption "EXECUTIVE COMPENSATION" contained in
the Proxy Statement, which information is incorporated herein by reference.



ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     See the  information in the table and the notes thereto,  under the caption
"SHARE  OWNERSHIP  OF  DIRECTORS,  EXECUTIVE  OFFICE AND  CERTAIN  SHAREHOLDERS"
contained in the Proxy Statement,  which  information is incorporated  herein by
reference.



ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           Not applicable. 




<PAGE>



ITEM 13.   EXHIBITS, AND REPORTS ON FORM 8-K

(a)      Exhibits

      Exhibit No.

          3  (a)  By-Laws of the Company are hereby incorporated
                  by reference to Exhibit C to the Proxy Statement
                  of the Company dated March 18, 1994.

             (b)  Certificate of Incorporation of the Company is
                  hereby incorporated by reference to Exhibit B of
                  the Proxy Statement of the Company dated 
                  March 18, 1994.

         10  (a)  Profit Sharing Plan of the Company is hereby
                  incorporated by reference to Exhibit 10(n) to
                  the Company's Registration Statement
                  (No. 2-79455).  *

             (b)  1993 Stock Option Plan of the Company effective
                  March 31, 1993 is hereby incorporated by
                  reference to Exhibit 4(c) to the Company's
                  Registration Statement on Form S-8 which was
                  filed with the Securities and Exchange Commision
                  on September 14, 1993.  *

             (c)  1995 Stock Purchase Plan of the Company is hereby
                  incorporated by reference to Exhibit A of the Proxy
                  Statement of the Company dated March 17,1995.

         13       Annual Report to Shareholders for Fiscal Year
                  Ended December 30, 1995.

         21       Subsidiaries of the Registrant.  Merrimac
                  International, Inc. FSC is organized under
                  the laws of the United States Virgin Islands,
                  and Merrimac Industries (Ontario) Ltd. is
                  organized under the laws of the Province of
                  Ontario, Canada.

         23  (a)  Consent of J.H. Cohen & Company (included on
                  page 14 herein)

             (b)  Consent of Ernest & Young LLP (included on
                  page 15 herein).

         27       Financial Data Schedule for Fiscal Year Ended December 30,1995


(b)  -  Reports on Form 8-K

                    A report on Form 8-K dated October 11, 1995,
                    was filed with the  Securities  and Exchange
                    Commission  re:  Registrant's press  release
                    regarding  the purchase of 90,000  shares of
                    common stock from Victor P. Terranova,  a former
                    Director of the Company, in a private transaction.


  *  Indicates that exhibit is a management contract or compensatory
   plan or arrangement.





<PAGE>



                                   SIGNATURES



     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, therein duly authorized.


                                            MERRIMAC INDUSTRIES, INC.
                                                  (Registrant)


  Date: March 22, 1996                    By: /s/ Euqene W. Niemiec
                                              ---------------------------
                                             (Eugene W. Niemiec, President,
                                              Treasurer, Principal Executive
                                              Officer, and Principal Financial
                                              Officer)


  Date: March 22, 1996                    By: /s/ John J. Antonich
                                              ---------------------------
                                              (John J. Antonich, Secretary,
                                               Controller and Principal
                                               Accounting Officer)







     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.



         Signature                       Date                     Title


   /s/ Charles F. Huber II             3-22-96                   Director
  -------------------------
      (Charles F. Huber II) 

   /s/ Eugene W. Niemiec               3-22-96                   Director
  -------------------------
      (Eugene W. Niemiec)

   /s/ Arthur A. Oliner                3-22-96                   Director
  -------------------------
      (Arthur A. Oliner)

   /s/ John J. Antonich                3-22-96                   Director
  -------------------------
      (John J. Antonich)

   /s/ Mason N. Carter                 3-22-96                   Director
  -------------------------
      (Mason N. Carter)