UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM 10-K
                                
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
                                
          For the fiscal year ended:  December 31, 1996
                                
                               OR
                                
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
                                
                Commission file number:  0-11894
                                
                                
                   SOUTHERN TIMBER PARTNERS 2
          (formerly Hutton Southern Timber Partners 2)
      Exact name of registrant as specified in its charter
                                
                                
           Georgia                           13-3139157
State or other jurisdiction of
incorporation or organization   I.R.S. Employer Identification No.

3 World Financial Center, 29th Floor
New York, NY    Attn.:  Andre Anderson         10285
Address of principal executive offices        Zip code

Registrant's telephone number, including area code: (212) 526-3237
                                
Securities registered pursuant to Section 12(b) of the Act:  None
                                
   Securities registered pursuant to Section 12(g) of the Act:
                                
                                
              UNITS OF LIMITED PARTNERSHIP INTEREST
                         Title of Class
                                
                                
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                        Yes     X      No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.     X

DOCUMENTS INCORPORATED BY REFERENCE:
The Registrant's Prospectus dated November 16, 1982, (filed as
Exhibit 28 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1982) is incorporated by reference
in Part I.

The Registrant's Annual Report to Unitholders for the year ended
December 31, 1996 is incorporated by reference in Parts I, II,
III and IV.

                             PART I

Item 1.  Business

(a)  General Development of Business

Southern Timber Partners 2 (the "Partnership" or "Registrant"),
formerly known as Hutton Southern Timber Partners 2, was
organized as a Georgia limited partnership in 1982, and is
engaged in the business of investing in timberland and timber
cutting rights in the southeastern United States.  The Registrant
acquired properties and currently manages the timber growth on
its timberland with a view toward increasing its value and
selling the timber and timberland.

Its general partner is Timber Resources Corp. II (the "General
Partner"), formerly Hutton Timber Resources Corp. II, a Delaware
corporation which is an affiliate of Lehman Brothers Inc.
("Lehman"), formerly known as Shearson Lehman Brothers Inc., a
Delaware corporation (see Item 10.).  The General Partner has
responsibility for all aspects of the Registrant's operations and
provides executive, supervisory and certain administrative
services for the Registrant.

In 1982, the Registrant concluded a public offering (the
"Offering") of 40,000 units of limited partnership interest (the
"Units") at a price of $500 per Unit.  The Units were registered
under the Securities Act of 1933 on Form S-11 (Registration No.
2-79645) which had been declared effective November 16, 1982.
Reference is made to the Prospectus of the Registrant dated
November 16, 1982, filed pursuant to Rules 424(b), under the
Securities Act of 1933 and incorporated herein by reference (said
Prospectus is hereinafter called the "Prospectus").  The
Registrant terminated this Offering on June 27, 1983 and admitted
2,363 limited partners on April 1, 1983 and 1,401 limited
partners on July 1, 1983.  The limited partners made aggregate
capital contributions to the Registrant of $18,595,500
representing the purchase of 37,191 Units.  As of
December 31, 1984, the Registrant had expended or committed
$15,999,035 in the acquisition of timber properties, which
represented 100% of the proceeds of the Offering available for
investment in timber properties.  The Registrant may sell or
exchange its properties for other timber properties at any time.
However, the Registrant may not reinvest the proceeds from sales
in additional properties.  The Registrant may also invest in
timber through the purchase of timber cutting rights but has not
invested in such rights to date.  The Registrant may utilize
borrowings to increase its invested assets if the General Partner
determines that the terms of such borrowings would be
advantageous to the Registrant. At this time, the General Partner
does not anticipate utilizing additional borrowings.

On October 13, 1987, the Registrant contributed $3,011,417 in
cash to a newly formed joint venture, Southern Timber Venture
Partners 1, formerly Hutton Timber Venture Partners 1 (the "Joint
Venture") in exchange for a 76% interest in the Joint Venture.
An affiliated partnership, Southern Timber Partners I contributed
1,239 acres of timberland with an appraised value of $946,676 in
exchange for the remaining 24% interest in the Joint Venture.  On
October 15, 1987 substantially all of these contributions were
applied to the acquisition of a 1,709 acre tract of timberland
(the "Laurel View Tract") located in Liberty County, Georgia.
For a description of the Joint Venture see Note 6 of Notes to the
Financial Statements of the Partnership's Annual Report to
Unitholders for the year ended December 31, 1996.

The Partnership will continue until December 31, 1997 unless
terminated sooner in accordance with the terms of the Partnership
Agreement.  However, the Partnership Agreement states that the
General Partner can extend the life of the Partnership beyond the
termination date if it is determined that a sale of the
timberland at that time would cause undue loss to the partners.
The Partnership's liquidation will be accomplished through the
liquidation of the Partnership's assets which primarily consist
of two separate tracts of timberland which contain mostly pre-
merchantable timber and a 76% interest in the Laurel View Tract.
During 1996 the General Partner began marketing the Laurel View
Tract for sale with the assistance of CB Commercial, a commercial
real estate brokerage firm.  Reference is made to Item 7 of this
Form 10-K and the "Message to Investors" section of the
Partnership's Annual Report to Unitholders for the year ended
December 31, 1996, which is filed as an exhibit under Item 14 and
incorporated herein by reference.


(b)  Financial Information About Industry Segment

The Registrant operates in only one industry segment.  The
General Partner, in conjunction with an independent forest
consulting firm, develops a forest management plan for each
property acquired by the Registrant.  Such plans estimate the
types and numbers of trees of varying diameter and age on each
tract and the costs and expenses of maintaining the tract,
recommend thinning, harvesting, reforestation and other forest
management practices, analyze maturity cycles, and generally
assist the General Partner in maximizing the Registrant's return
on each investment property.

In addition to income from harvesting or sale of timberlands, the
General Partner may and has, in situations deemed appropriate,
endeavored to produce additional cash flow for the Registrant by
ancillary land uses.  These may include cattle grazing, mineral
operations, recreational and hunting leases, and conversion or
sale of sites for higher value uses.  In the year ended December
31, 1996, there were no such revenues.

(c)  Narrative Description of Business

The primary investment objectives of the Partnership are:

     (1) long-term capital appreciation of its timber properties, and

     (2) cash flow derived from periodic harvesting of timber.

The ownership and operation of timber properties involves a
number of risks, and there is no assurance that the Registrant
will ultimately achieve its investment objectives.  Risks, among
others, include changes in governmental regulations, fire
hazards, insect damage, diseases and timber theft, and risks of
market fluctuations.  The General Partner believes the employment
of good forest management practices helps to ameliorate the
physical risks of timber investments, however, these risks cannot
be eliminated entirely.  (See the caption entitled "Risk Factors"
in the Prospectus which is incorporated herein by reference.)

The Registrant incurs costs in connection with the ownership and
management of its properties.  These include costs of maintaining
roads and boundary lines, fire protection, annual property taxes,
fees and expenses of independent forest management firms, and
other costs associated with the ownership and management of
timber properties.  Timber harvesting is not performed directly
by the Registrant but by independent timber purchasers or
harvesters.

(d)  Competition

The Registrant competes in the sale of timber and timberland with
many other persons and firms holding timberland investments,
including large paper and lumber companies and numerous private
landowners.  Many of such competitors have greater financial
resources and experience in the forest industry than the
Registrant.

(e)  Employees

The Partnership has no employees.


Item 2.  Properties

Incorporated by reference to the section titled "Tract Profiles"
included in the Partnership's Annual Report to Unitholders for
the year ended December 31, 1996, which is filed as an exhibit
under Item 14 and incorporated herein by reference.  For
information on the Partnership's Joint Venture, see Note 6 of
Notes to the Financial Statements, which is also included in the
Partnership's Annual Report to Unitholders for the year ended
December 31, 1996.




Item 3.  Legal Proceedings

As of December 31, 1996, the Registrant was not a party to any
material legal proceedings.


Item 4.  Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of limited partners during the
fourth quarter of the year for which this report is filed.


                             PART II


Item 5.  Market for the Partnership's Limited Partnership
Interests and Related Security Holder Matters

(a)  Market Information

There is no established trading market for the Units of the
Registrant.

(b)  Holders

As of December 31, 1996 there were 3,657 holders of the Units of
the Registrant.

(c)  Distributions

The Registrant made a cash distribution to the limited partners
on August 9, 1996 in the amount of approximately $45.00 per Unit.
The Registrant paid no cash distributions during the years ended
December 31, 1995 or 1994.


Item 6.  Selected Financial Data

Incorporated by reference to "Financial Highlights" of the
Partnership's Annual Report to Unitholders for the year ended
December 31, 1996.


Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

(a)  Liquidity and Capital Resources
The Partnership currently owns a total of approximately 1,953
acres of timberland on two separate tracts_ the Claxton Tract
(1,780 acres) and the Southern Timberland Tract (173 acres)_and a
76% interest in the Joint Venture which owns the 1,709 acre
Laurel View tract.  All of the Partnership's tracts are located
in Georgia.  Most of the timber from the Claxton and Southern
Timberlands tracts has been cut and sold in the past.
Accordingly, these tracts currently contain mainly
premerchantable timber which the Partnership had planted after
past cuttings.  A limited market does exist for premerchantable
timber and is composed of those investors who would view such a
purchase as a long-term investment.  It is likely that any
increase in the Claxton and Southern Timberland tracts' value
will be largely attributable to the aging of the premerchantable
timber stands.  While the Laurel View tract could be sold as
timberland, it is contemplated that a higher value would be
realized if the tract was sold as a development site due to its
coastal location, close proximity to major interstate highways
and other considerations.  Additional information concerning the
Partnership's timber tracts is incorporated by reference to the
"Message to Investors" and the "Tract Profiles" of the
Partnership's Annual Report to Unitholders for the year ended
December 31, 1996.

Net timber and timberland totaled $1,160,233 at December 31,
1996, compared to $1,579,016 at December 31, 1995.  The decrease
is due to the sale of the Gray Tract during the fourth quarter of
1996.


At December 31, 1996, the Partnership's cash balance totaled
$914,981 compared to $2,332,145 at December 31, 1995.   The
decrease in cash is due primarily to the payment of a $1,690,800
distribution (approximately $45.00 per Unit) paid to partners on
August 9, 1996.  The decrease was partially offset by net
proceeds received from the sale of the Gray Tract.  The
Partnership's cash, along with funds generated from future timber
and timberland sales, are expected to provide sufficient
liquidity for operations.

Due from related party was $31,850 at December 31, 1996, compared
to $0 at December 31, 1995.  The increase represents 1996 real
estate tax payments made on behalf of the Joint Venture.  Due to
affiliates totaled $66,535 at December 31, 1996, compared to
$131,981 at December 31, 1995.  The decrease is largely due to
the timing of the payment of accrued management fees.

On February 16, 1996, based upon, among other things, the advice
of legal counsel, the General Partner adopted a resolution that
states, among other things, if a Change of Control (as defined
below) occurs, the General Partner may distribute the
Partnership's cash balances not required for its ordinary course
day-to-day operations.  "Change of Control" means any purchase or
offer to purchase more than 10% of the Units that is not approved
in advance by the General Partner.  In determining the amount of
the distribution, the General Partner may take into account all
material factors.  In addition, the Partnership will not be
obligated to make any distribution to any partner and no partner
will be entitled to receive any distribution until the General
Partner has declared the distribution and established a record
date and distribution date for the distribution.  The Partnership
filed a Form 8-K disclosing this resolution on February 26, 1996.

(b)  Results of Operations

1996 versus 1995
The Partnership's operations resulted in net losses of $77,658
and $101,492 for the years ended December 31, 1996 and 1995,
respectively.  The decrease in net loss is primarily attributable
to an increase in interest income and larger gain on sales of
timberland in 1996, partially offset by an increase in general
and administrative expenses.

Gain on sales of timberland was $56,265 compared to $2,358 for
the years ended December 31, 1996 and 1995, respectively.  The
1996 gain on sales of timberland was the result of the sale of
the entire Gray Tract.  The $2,358 gain on sales of timberland
for the year ended December 31, 1995, was attributable to gains
on the sale of 440 acres of timberland from the Gray Tract and
244 acres of timberland from the Claxton Tract, partially offset
by losses on sales of 2,944 acres from the Claxton Tract.

Interest income totaled $88,788 for the year ended December 31,
1996, compared to $59,220 for the year ended December 31, 1995.
The increase is the result of higher average cash balances in
1996 compared to 1995.

For the year ended December 31, 1996, other income totaled
$3,075, compared to $10,451 in the prior year.  The decrease is
the result of a lack of ancillary income in 1996.

For the year ended December 31, 1996, property operating expenses
were $75,735 compared to $96,387 for the year ended December 31,
1995.  The decrease results from decreases in real estate taxes
and management fees in 1996 due to land sales which occurred in
1995.  General and administrative expenses for the year ended
December 31, 1996 were $121,409, compared to $84,876 for 1995.
The increase is primarily the result of increases in partnership
servicing fees, higher professional fees related to inventory and
appraisal work performed on the Claxton Tract, and an increase in
printing and postage costs related to the mailing of the special
distribution in August 1996.

The Partnership has a 76% interest in the Joint Venture which
owns the 1,709 acre Laurel View tract.  The Partnership
recognized a loss of $28,642 from Joint Venture's operations for
the year ended December 31, 1996, compared to income from Joint
Venture operations of $7,742 for the year ended December 31,
1995.  The loss in 1996 was due primarily to the lack of timber
sales and to the Joint Venture meeting its normal operating
expenses.  The 1995 income from Joint Venture is mainly
attributable to the sale of timber and is offset by ordinary
operating expenses.


1995 versus 1994
The Partnership's operations resulted in net losses of $101,492
and $257,299 for the years ended December 31, 1995 and 1994,
respectively.  The decrease in net loss is primarily attributable
to an increase in interest income, a decrease in operating
expenses and the recognition of income from joint venture in 1995
as compared to the recognition of a loss from joint venture in
1994.

The $2,358 gain on sales of timberland for the year ended
December 31, 1995, is attributable to gains on the sale of 440
acres of timberland from the Gray Tract and 244 acres of
timberland from the Claxton Tract, partially offset by losses on
sales of 2,944 acres from the Claxton Tract.  In 1994, the
Partnership realized a loss of $18,884 on sales of 598 acres of
timberland from the Gray Tract.

Interest income totaled $59,220 for the year ended December 31,
1995, compared to $28,924 for the year ended December 31, 1994.
The increase is the result of higher cash balances in 1995 due to
the receipt of proceeds on timberland sales in 1995.

For the year ended December 31, 1995, other income totaled
$10,451, compared to $18,035 in the prior year.  The decrease is
the result of a decrease in ancillary income between 1994 and
1995.

For the year ended December 31, 1995, property operating expenses
were $96,387 compared to $158,673 for the year ended December 31,
1994.  The decrease is due to aerial spraying costs in 1994.  No
such expense was incurred in 1995.

The Partnership's interest in the joint venture is represented by
its 76% share of the Laurel View Tract.  The Partnership
recognized income of $7,742 from the Joint Venture's operations
for the year ended December 31, 1995, compared to a loss of
$44,712 for the year ended December 31, 1994.  The 1995 income
from the Joint Venture is mainly attributable to the sale of
timber and is offset by ordinary operating expenses.  The loss in
1994 was due primarily to the lack of timber sales and to the
Joint Venture meeting its normal operating expenses.


Item 8.  Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to
Unitholders for the year ended December 31, 1996, included as
Exhibit 13.1.

Item 9.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

None.


                            PART III

Item 10.  Directors and Executive Officers of the Registrant

The Registrant has no officers or directors.  The General Partner
manages and controls substantially all of the Registrant's
affairs and has general responsibility and ultimate authority in
all matters affecting the Registrant's business.

On July 31, 1993, Shearson Lehman Brothers, Inc. ("Shearson")
sold certain of its domestic retail brokerage and asset
management businesses to Smith Barney, Harris Upham & Co.
Incorporated ("Smith Barney").  Subsequent to the sale, Shearson
changed its name to Lehman Brothers Inc.  The transaction did not
affect ownership of the Partnership or the General Partner.
However, the assets acquired by Smith Barney included the name
"Hutton."  Consequently, effective February 17, 1994, the
Partnership changed its name to Southern Timber Partners 2 and
the General Partner changed its name to Timber Resources Corp. II
on October 29, 1993 to delete any reference to "Hutton."

Certain officers and directors of the General Partner are now
serving (or in the past have served) as officers and directors of
entities which act as general partners of a number of real estate
limited partnerships which have sought protection under the
provisions of the Federal Bankruptcy Code.  The partnerships
which have filed bankruptcy petitions own real estate which has
been adversely affected by the economic conditions in the markets
in which that real estate is located and, consequently, the
partnerships sought the protection of the bankruptcy laws to
protect the partnerships' assets from loss through foreclosure.

The director and executive officers of the General Partner are as
follows:

          Name                Office
          Paul L. Abbott      Director and Chief Executive Officer
          Robert J. Hellman   President and Chief Financial Officer
          John Barker         Vice President

Paul L. Abbott, 51, is a Managing Director of Lehman Brothers.
Mr. Abbott joined Lehman Brothers in August 1988, and is
responsible for investment management of residential, commercial
and retail real estate.  Prior to joining Lehman Brothers, Mr.
Abbott was a real estate consultant and a senior officer of a
privately held company specializing in the syndication of private
real estate limited partnerships.  From 1974 through 1983, Mr.
Abbott was an officer of two life insurance companies and a
director of an insurance agency subsidiary.  Mr. Abbott received
his formal education in the undergraduate and graduate schools of
Washington University in St. Louis.

Robert J. Hellman, 42, is a Senior Vice President of Lehman
Brothers and is responsible for investment management of retail,
commercial and residential real estate.  Since joining Lehman
Brothers in 1983, Mr. Hellman has been involved in a wide range
of activities involving real estate and direct investments
including origination of new investment products, restructurings,
asset management and the sale of commercial, retail and
residential properties.  Prior to joining Lehman Brothers, Mr.
Hellman worked in strategic planning for Mobil Oil Corporation
and was an associate with an international consulting firm.  Mr.
Hellman received a bachelor's degree from Cornell University, a
master's degree from Columbia University, and a law degree from
Fordham University.

John Barker, 27, is an Associate of Lehman Brothers Inc. and is
responsible for the investment management of retail, commercial
and residential real estate.  Since joining Lehman Brothers in
1996, Mr. Barker has been involved in restructurings, asset
management and the sale of commercial, retail and residential
properties.  Prior to joining Lehman Brothers, Mr. Barker worked
in valuation and investment sales for Jones Lang Woonton USA and
was an officer in the United States Navy.  Mr. Barker received an
undergraduate degree from the University of Pennsylvania and a
graduate degree from the Navy Supply Corps School.

Item 11.  Executive Compensation

All of the directors and executive officers of the General
Partner are employees of Lehman.  They do not receive any
salaries or other compensation from the Partnership.  See Item 13
below with respect to a description of certain transactions of
the General Partners with the Partnership.


Item 12.  Security Ownership of Certain Beneficial Owners and
Management

(a)  Security ownership of certain beneficial owners

The Partnership knows of no person who beneficially owns more
than 5% of the Partnership's units.

(b)  Security ownership of management

As of December 31, 1996, no director or officer of the General
Partner owned any Units of the Registrant.

(c)  Changes in control

None.

Item 13.  Certain Relationships and Related Transactions

Reference is made to Note 4 of the Financial Statements of the
Partnership's 1996 Annual Report to Unitholders for information
regarding fees paid to the General Partner and its affiliates.


                             PART IV


Item 14.  Exhibits, Financial Statements Schedules and Reports on
Form 8-K

(1)  Financial Statements
                                                             Page
 Balance Sheets at December 31, 1996 and 1995                 (1)
 Statements of Operations for the years ended
   December 31, 1996, 1995 and 1994                           (1)
 Statements of Partners' Capital (Deficit) for
   the years ended December 31, 1996, 1995 and 1994           (1)
 Statements of Cash Flows for the years ended
   December 31, 1996, 1995 and 1994                           (1)
 Notes to the Financial Statements                            (1)
 Report of Independent Auditors                               (1)

(1)  Incorporated by reference to the Partnership's Annual Report
to Unitholders for the year ended December 31, 1996.

(2)  Financial Statement Schedules
     All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.

(3)  Exhibits.

The following exhibits are being filed as a part of this report.
Documents other than those designated as being filed herewith are
incorporated herein by reference.

          3    Form of Restated and Amended Agreement of Limited
          Partnership (filed as Exhibit 3(b) to a Registration
          Statement on Form S-11 No. 2-79645 (the "Registration
          Statement") and incorporated herein by reference).

          4.1  Specimen Certificate for Units of Limited
          Partnership (filed as Exhibit 4 to the Registration
          Statement and incorporated herein by reference).

          4.2  Form of Restated and Amended Agreement of Limited
          Partnership (filed as Exhibit 3(b) to the Registration
          Statement and incorporated herein by reference).

          10.1 Agreement for Sale of Timberlands, dated July 27,
          1983, between John M. McClurd, Sr., Clinton Wright,
          Sr., G.C. Harrell, Sr., and Glenn Campbell, as trustees
          of the Estate of Flora Burie Gray, and the Registrant
          (filed as Exhibit 10.2 to Registrant's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1983
          (the "1983 Annual Report") and incorporated herein by
          reference).

          10.2 Indenture dated September 4, 1984, between the
          Registrant and St. Regis Corporation (filed as Exhibit
          10 to the Current Report on Form 8-K, dated September
          4, 1984 and incorporated herein by reference).

          10.3 Loan Agreement, dated October 13, 1987, between
          the Registrant and Gilman Investment Company (filed as
          Exhibit 10.3 to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1987 (the
          "1987 Annual Report") and incorporated herein by
          reference.



          13.1 Annual Report to Unitholders for the year ended
          December 31, 1996.

          28.1 Prospectus, dated November 16, 1982 (filed as
          Exhibit 28 to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1982 (the
          "1982 Annual Report") and incorporated herein by
          reference).

          27   Financial Data Schedule

          28.2 Current Report on Form 8-K, dated August 31, 1983
          (filed as Exhibit 28.2 to the 1983 Annual Report and
          incorporated herein by reference).


(4)  Reports on Form 8-K

     No reports on Form 8-K were filed during the fourth quarter
of calendar year 1996.
                                          

                           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,
thereunto duly authorized.



                         SOUTHERN TIMBER PARTNERS 2

Dated:    March 24, 1996      BY:  Timber Resources Corp. II
                                   General Partner





Dated:    March 24, 1996      BY:  /s/ Paul L. Abbott
                            Name:     Paul L. Abbott
                           Title:     Director and Chief Executive 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 in the capacities and on the dates
indicated.

                         TIMBER RESOURCES CORP. II
                         General Partner





Date:     March 24, 1997      BY:  /s/ Paul L. Abbott
                                      Paul L. Abbott
                                      Director and Chief Executive Officer

                                   



Date:     March 24, 1997      BY:  /s/ Robert J. Hellman
                                      Robert J. Hellman
                                      President and Chief Financial Officer


                                   


Date:     March 24, 1997      BY:  /s/ John Barker
                                      John Barker
                                      Vice President