SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

           For the quarterly period ended April 30, 1997

                                       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 0-12927

                         NATIONAL HOME HEALTH CARE CORP.
             ------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)

           Delaware                                      22-2981141
-------------------------------                ---------------------------------
(State or Other Jurisdiction of                (IRS Employer Identification No.)
 Incorporation or Organization)

                700 White Plains Road, Scarsdale, New York 10583
             ------------------------------------------------------
             (Address of Principal Executive Offices with Zip Code)

         Registrant's Telephone Number Including Area Code: 914-722-9000

             ------------------------------------------------------
              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.   Yes [X]        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 by Section 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:

The  number  of  shares  of common  stock  outstanding  as of June 10,  1997 was
5,100,621


<PAGE>



                         NATIONAL HOME HEALTH CARE CORP.

                                    FORM 10-Q

                      FOR THE QUARTER ENDED APRIL 30, 1997



PART I.    FINANCIAL INFORMATION                                            Page

Item  1.   Financial Statements


           Consolidated  Balance  Sheets as of April 30,  
           1997 and July 31, 1996 (unaudited)                                3-4

           Consolidated  Statements of Operations  for the
           three months ended April 30, 1997 and April 30,
           1996 and the nine  months  ended April 30, 1997
           and April 30, 1996 (unaudited)                                      5

           Consolidated  Statements  of Cash Flows for the
           nine months  ended April 30, 1997 and April 30,
           1996 (unaudited)                                                    6

           Notes to Consolidated Financial Statements                        7-8

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                              9-12

PART II.   OTHER INFORMATION                                                  12

Item 6.    Exhibits and Reports on Form 8-K                                   12

SIGNATURES                                                                    13



                                       -2-

<PAGE>



                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                    April 30, 1997  July 31, 1996
                                                       -----------   -----------
<S>                                                    <C>           <C>        
ASSETS

Current assets:
      Cash and cash equivalents                        $ 9,533,000   $ 8,929,000
      Investments                                          508,000       528,000
      Accounts receivable-less allowance for doubtful
           accounts of $353,000 at April 30, 1997 and
           $414,000 at July 31, 1996                     8,641,000     8,499,000
      Income taxes receivable                              200,000       203,000
      Prepaid expenses and other assets                    194,000       218,000
      Deferred taxes                                       238,000       304,000
                                                       -----------   -----------

           Total current assets                         19,314,000    18,681,000

Furniture, equipment and leasehold
      improvements, net                                    349,000       319,000
Excess of cost over fair value of net assets of
      businesses acquired, net                           2,773,000     2,557,000
Other intangible assets, net                               425,000       132,000
Deposits and other assets                                  122,000       110,000
Investment in unconsolidated investee                    2,273,000     2,622,000
                                                       -----------   -----------

           TOTAL                                       $25,256,000   $24,421,000
                                                       ===========   ===========
</TABLE>


(Continued)


                                       -3-

<PAGE>



                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                   April 30, 1997   July 31, 1996
                                                     ------------    ------------
<S>                                                  <C>             <C>         
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued expenses          $  1,080,000    $  1,315,000
      Estimated third-party payor settlements             787,000       1,078,000
                                                     ------------    ------------

           Total current liabilities                    1,867,000       2,393,000

Deferred tax liability                                    406,000         524,000
                                                     ------------    ------------

           Total liabilities                            2,273,000       2,917,000

Stockholders' equity:
      Common stock, $.001 par value; authorized
           20,000,000 shares, issued 6,055,621 and
           6,050,321 shares                                 6,000           6,000
      Additional paid-in capital                       17,673,000       17,660,00
      Retained earnings                                 6,255,000       4,789,000
                                                     ------------    ------------
                                                       23,934,000      22,455,000

Less treasury stock
(955,000 shares) at cost                                 (951,000)       (951,000)
                                                     ------------    ------------

           Total stockholders' equity                  22,983,000      21,504,000
                                                     ------------    ------------

                     TOTAL                           $ 25,256,000    $ 24,421,000
                                                     ============    ============
</TABLE>



See accompanying notes to consolidated financial statements.

                                       -4-

<PAGE>



                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                     For the three months ended     For the nine months ended
                                               April 30,                    April 30,
                                      --------------------------    -------------------------
                                          1997           1996          1997          1996
                                          ----           ----          ----          ----
<S>                                   <C>            <C>            <C>           <C>        
Net patient revenue                   $ 8,476,000    $ 9,760,000    $25,854,000   $29,800,000
                                      -----------    -----------    -----------   -----------

Operating expenses:
      Cost of revenue                   5,459,000      6,245,000     16,783,000    18,954,000
      General and administrative        2,149,000      2,571,000      6,337,000     8,226,000
      Amortization of intangibles          55,000         73,000        152,000       219,000
                                      -----------    -----------    -----------   -----------

           Total operating expenses     7,663,000      8,889,000     23,272,000    27,399,000
                                      -----------    -----------    -----------   -----------

Income from operations                    813,000        871,000      2,582,000     2,401,000

Other income:
      Interest income                     118,000         99,000        326,000       302,000
      (Loss) from equity investee        (171,000)                     (349,000)
                                                     -----------    -----------   -----------

Income before taxes                       760,000        970,000      2,559,000     2,703,000

Provision for income taxes                326,000        437,000      1,094,000     1,246,000
                                      -----------    -----------    -----------   -----------

NET INCOME                            $   434,000    $   533,000    $ 1,465,000   $ 1,457,000
                                      ===========    ===========    ===========   ===========

Net income per share of
      common stock                    $      0.09    $      0.11    $      0.29   $      0.29
                                      ===========    ===========    ===========   ===========
Weighted average
      shares outstanding                5,097,763      5,026,350      5,096,117     5,009,802
</TABLE>


See accompanying notes to consolidated financial statements.

                                       -5-

<PAGE>



                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                               For the nine months ended
                                                                                       April 30,
                                                                               -------------------------
                                                                                 1997           1996
                                                                                 ----           ----
<S>                                                                          <C>            <C>        
Cash flows from operating activities:
      Net income                                                             $ 1,465,000    $ 1,457,000
      Adjustments to reconcile net income to net cash provided by
      operating activities:
           Depreciation and amortization                                         234,000        374,000
           Loss from equity investee                                             349,000           --
           Deferred tax                                                          (51,000)          --
           Changes in operating assets and liabilities:
                (Increase) in accounts receivable                               (142,000)      (138,000)
                Decrease in income taxes receivable                                3,000        446,000
                Decrease (increase) in prepaid expenses and other assets          12,000       (155,000)
                (Decrease) in accounts payable and accrued expenses             (235,000)      (273,000)
                (Decrease) in estimated third party payor settlements           (291,000)      (864,000)
                                                                             -----------    -----------
                     Net cash provided by operating activities                 1,344,000        847,000
                                                                             -----------    -----------

Cash flows from investing activities:
      Proceeds of investments                                                     20,000        285,000
      Purchase of property, plant and equipment                                 (101,000)       (91,000)
      Purchase of assets of business                                            (672,000)          --
      Purchase of Nurse Care, Inc., net of cash acquired                            --       (2,595,000)
                                                                             -----------    -----------
                     Net cash (used in) investing activities                    (753,000)    (2,401,000)
                                                                             -----------    -----------

Cash flows from financing activities:
      Proceeds from exercise of stock options                                     13,000         70,000
      Decrease  in notes receivable                                                 --        1,039,000
      Principal payments under capital lease obligations                            --          (20,000)
                                                                             -----------    -----------
                     Net cash provided by financing activities                    13,000      1,089,000
                                                                             -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH
      EQUIVALENTS                                                                604,000       (465,000)

Cash and cash equivalents-beginning of period                                  8,929,000      9,237,000
                                                                             -----------    -----------

CASH AND CASH EQUIVALENTS-END OF PERIOD                                      $ 9,533,000    $ 8,772,000
                                                                             ===========    ===========

Supplemental  disclosures of cash flow information:
      Cash paid during the period for:
           Taxes                                                             $ 1,228,000    $ 1,263,000
           Interest                                                                5,000         13,000
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -6-

<PAGE>



                NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

           The accompanying  unaudited  consolidated  financial  statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of Management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three and nine month  periods  ended
April  30,  1997  are not  necessarily  indicative  of the  results  that may be
expected for the year ending July 31, 1997.  For further  information,  refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Company's annual report on Form 10-K for the year ended July 31, 1996.

NOTE 2 - INITIAL PUBLIC OFFERING OF SUNSTAR HEALTHCARE, INC.

           On May 21,  1996,  the initial  public  offering  of common  stock by
SunStar  Healthcare,  Inc.  ("SunStar") was consummated.  Prior to the offering,
SunStar had been a  wholly-owned  subsidiary  of the Company,  consisting of its
Florida outpatient medical center operations.  As a result of the offering,  the
Company currently owns 900,000 shares, or approximately  37.6%, of SunStar.  The
Company is accounting  for its  investment in SunStar using the equity method of
accounting.

NOTE 3 - ACQUISITION

           On March 25, 1997, the Company  acquired  certain assets of C.J. Home
Care,  Inc.,  d/b/a Garden City Home Care, a New York State licensed home health
care company which  provides home care services in Nassau  County,  New York for
$672,000 in cash, including acquisition costs of $22,000.  Garden City Home Care
has annual revenues of approximately $2,000,000.

NOTE 4 - INCOME TAXES

           The  Joint  Committee  on  Taxation  has  taken no  exception  to the
conclusions the Internal  Revenue Service made in the examination of federal tax
returns for the years ending July 31, 1991  through July 31, 1994.  The Internal
Revenue Service had previously assessed the Company an immaterial amount.

NOTE 5 - SUBSEQUENT EVENTS

           On May 29, 1997, the Company  acquired  certain assets of Home Health
Aides, Inc. and H.H.A. Aides, Inc., two New York State licensed home health care
companies which provide home care services in both Nassau and Suffolk  Counties,
New York for $1,213,000 in cash, including

                                       -7-

<PAGE>



acquisition  costs of  approximately  $77,000.  The two companies  have combined
annual revenues of approximately $3,400,000.

           On May 28, 1997,  the Company  entered into a  non-binding  Letter of
Intent to acquire a Medicare  certified  and  licensed  home health care company
along with an affiliated  home care company located in the State of Connecticut.
The  consummation  of the  proposed  transaction  is subject to entering  into a
binding agreement as well as regulatory and other approvals and conditions.  The
two companies to be acquired have  combined  annual  revenues of $6 - 7 million.
The acquisition is expected to be completed by August 1997.

           On May 29, 1997,  the Company  entered into a  non-binding  Letter of
Intent to acquire three affiliated licensed home health care agencies located in
the State of New York, New Jersey and Maryland. The consummation of the proposed
transaction  is  subject  to  entering  into a  binding  agreement  as  well  as
regulatory and other approvals and conditions.  The three target  companies have
combined  annual  revenues  of  approximately  $8,000,000.  The  acquisition  is
expected to be completed by December 1997.




                                       -8-

<PAGE>



ITEM 2 -   Management's  Discussion and Analysis of Financial  Condition and
           Results of Operations.

Results of Operations and Effects of Inflation
----------------------------------------------

Three Months Ended April 30, 1997 Compared to Three Months Ended April 30, 1996
-------------------------------------------------------------------------------

           For the three months ended April 30,  1997,  net patient  revenue was
$8,476,000 as compared to $9,760,000  for the three months ended April 30, 1996.
This  decrease  is  primarily  attributable  to  the  absence  of  revenue  from
outpatient  medical services during the recent period (as a result of the public
offering by SunStar in May 1996 and its resulting accounting treatment using the
equity  method) as compared with such revenue of  $1,190,000  during the earlier
period.  Revenue  from home health care  services  decreased  $94,000 or 1% from
$8,476,000  for the three  months ended April 30, 1997 from  $8,570,000  for the
three months ended April 30, 1996.  Revenue from Health  Acquisition  Corp., the
subsidiary providing home health care services in the New York metropolitan area
decreased  $138,000  or  3% as a  result  of  increased  competition  and  price
pressures  from the certified home health care agencies with which it contracts.
Revenue from New England  Care,  Inc.  and Nurse Care.  Inc.,  the  subsidiaries
providing  home  health  care  services  in  Fairfield  and New Haven  Counties,
Connecticut increased $44,000 over the comparable period of 1996.

           Cost of revenue relating to home health care services as a percentage
of net patient  revenue was 64% for both the three  months  ended April 30, 1997
and three months ended April 30, 1996.

           General and  administrative  expenses  was  $2,149,000  for the three
months ended April 30, 1997 as compared to $2,571,000 for the three months ended
April 30, 1996. Eliminating all general and administrative  expenses relating to
outpatient medical services as a result of the SunStar public offering,  general
and  administrative  expenses decreased $62,000 or 3% from the three month ended
April 30, 1996. This decrease is primarily attributable to improved efficiencies
implemented  in the  operations  of New England Home Care,  Inc. and Nurse Care,
Inc.

           Amortization of intangibles decreased to $55,000 for the three months
ended April 30, 1997 from $73,000 for the three months ended April 30, 1996 as a
result  of  certain  intangible  assets  from  prior  acquisitions  being  fully
amortized.

           Interest  income  increased  to $118,000  for the three  months ended
April 30, 1997 from  $99,000 for the three  months  ended April 30,  1996.  This
increase of $19,000 or 19% is the result of the  Company's  increased  cash flow
over the comparable period of 1996.

           The  Company  recorded  a  loss  from  equity  invested  of  $171,000
representing  its share of the SunStar net loss for the three months ended April
30, 1997.

           The Company's  effective tax rate decreased to approximately  43% for
the three  months ended April 30, 1997 from 45% for the three months ended April
30, 1996. This decrease is

                                      -9-

<PAGE>



attributable  to the Company  changing to combined filing for state tax purposes
and the availability of Work Opportunity Tax Credits in the current fiscal year.

           As a result of all of the foregoing,  net income for the three months
ended  April 30,  1997 was  $434,000,  or $.09 per share,  as  compared to a net
income of  $533,000,  or $.11 per share,  for the three  months  ended April 30,
1996.  Excluding the loss relating to the Company's  investment in SunStar,  net
income for the three months ended April 30, 1997 was $547,000 or $.11 per share.

Nine Months Ended April 30, 1997 Compared to Nine Months Ended April 30, 1996
-----------------------------------------------------------------------------

           For the nine months  ended April 30,  1997,  net patient  revenue was
$25,854,000 as compared to $29,800,000 for the nine months ended April 30, 1996.
This  decrease  is  primarily  attributable  to  the  absence  of  revenue  from
outpatient  medical  services  during the nine  months  ended  April 30, 1997 as
compared with such revenue of $3,693,000  during the nine months ended April 30,
1996.  Revenue from home health care services  decreased to $25,854,000  for the
nine  months  ended April 30, 1997 from  $26,107,000  for the nine months  ended
April 30,  1996.  This  decrease  of $253,000  or 1% is  explained  in the above
three-month discussion.

           Cost of revenue relating to home health care services as a percentage
of net patient revenue was 65% for both the nine months ended April 30, 1997 and
April 30, 1996.

           General and  administrative  expenses  were  $6,337,000  for the nine
months ended April 30, 1997 as compared to $8,226,000  for the nine months ended
April 30, 1996. Eliminating all general and administrative  expenses relating to
outpatient medical services as a result of the SunStar public offering,  general
and  administrative   expenses  decreased  $124,000  or  2%  during  the  recent
nine-month  period as  compared to the nine months  ended April 30,  1996.  This
decrease is explained in the above three-month discussion.

           Amortization of intangibles decreased to $152,000 for the nine months
ended April 30, 1997 from $219,000 for the nine months ended April 30, 1996 as a
result  of  certain  intangible  assets  from  prior  acquisitions  being  fully
amortized.

           Interest income increased to $326,000 for the nine months ended April
30, 1997 from $302,000 for the nine months ended April 30, 196. This increase of
$24,000  or 8% is the  result  of the  Company's  increased  cash  flow over the
comparable period of 1996.

           The  Company  recorded  a loss  from  equity  investee  of  $349,000,
representing  its share of the SunStar net loss for the nine months  ended April
30, 1997.

           The Company's  effective tax rate decreased to approximately  43% for
the nine months  ended  April 30, 1997 from 46% for the nine months  ended April
30, 1996. This decrease is explained in the above three-month discussion.


                                      -10-

<PAGE>



           As a result of the  foregoing,  net income for the nine months  ended
April 30, 1997 was  $1,465,000  or $.29 per share as compared to  $1,457,000  or
$.29 per share for the nine months  ended  April 30,  1996.  Excluding  the loss
relating to the Company's  investment in SunStar, net income for the nine months
ended April 30, 1997 was $1,696,000 or $.33 per share.

           The rate of inflation had no material  affect on  operations  for the
nine months ended April 30, 1997.

Financial Condition and Capital Resources
-----------------------------------------

           Current assets  increased to  approximately  $19,314,000  and current
liabilities  decreased to  $1,867,000,  respectively,  at April 30, 1997.  These
results  increased  working capital by $1,159,000  from  $16,288,000 at July 31,
1996 to $17,447,000 at April 30, 1997 and the current ratio  increased from 7.8x
at July 31, 1996 to 10.3x at April 30, 1997. Cash and cash  equivalents at April
30, 1997 were $9,533,000 as compared with $8,929,000 at July 31, 1996.

           The Company recorded net cash from operating activities of $1,344,000
for the nine months ended April 30, 1997 as compared to net cash from  operating
activities  of $847,000 for the nine months ended April 30, 1996.  This increase
is  primarily  attributable  to  a  decrease  in  estimated  third  party  payor
settlements  at April 30, 1997 of $291,000 as compared to a decrease of $864,000
at April 30, 1996.  Historically,  the Company has financed its working  capital
requirements  through  cash flow  from  operating  activities.  Net cash used in
investing  activities  for the nine months  ended April 30,  1997  reflects  the
purchase of assets of business and the purchase of equipment, offset by proceeds
of  investments.  For the nine  months  ended April 30,  1996,  net cash used in
investing  activities  consisted  of the  purchase of Nurse Care,  Inc.  and the
purchase of equipment,  offset by proceeds of  investments.  For the nine months
ended April 30,  1997,  the  Company  realized  cash from the  exercise of stock
options.  For the nine months ended April 30, 1996,  the Company  realized  cash
from  financing  activities  from  payments  received  on notes  receivable  and
proceeds from the exercise of stock  options,  offset by payments  under capital
lease obligations.

           The  Company  believes  that  it has  sufficient  cash  to  fund  its
operations  for at least the ensuing  twelve month period.  The Company also has
available  a  $2,000,000  secured  offering  line of credit with the Bank of New
York.  In addition,  New England Home Care,  Inc. has a secured  advised line of
credit with the Bank of New York,  the maximum  amount of which shall not exceed
the lesser of eligible accounts receivable or $2,000,000. Both facilities are at
the alternate  base  commercial  lending rate of the bank and expire January 30,
1998. As of April 30, 1997, there were no outstanding balances under either line
of credit.

           In May 1997, the Company  acquired  certain assets of two home health
care  companies  for  $1,213,000  in cash.  In addition,  the Company has signed
Letters of Intent for acquisitions  that will contemplate a use of approximately
$6,000,000 in cash to cover the purchase price for both potential  acquisitions,
along with the working capital requirements to finance approximately $15,000,000
in

                                      -11-

<PAGE>



added  revenues.  The  Company  believes  that its  current  cash  balances  and
available  credit  will allow it to continue  to make  acquisitions  in the home
health care field without affecting its liquidity needs.


PART II.   OTHER INFORMATION

Item 6.    Exhibits and reports on Form 8-K

           (a)        Exhibits:

                      *10.4      Asset  Purchase  Agreement  dated  February 19,
                                 1997  among Home  Health  Aides,  Inc.,  H.H.A.
                                 Aides, Inc., and Health Acquisition Corp. d/b/a
                                 Allen Health Care Services.

                      27         Financial Data Schedule.

           (b)        Reports on Form 8-K

                      None

-----------------------------
*    Enclosed  herewith in its complete form.  This exhibit,  with the names and
     addresses   of  the   sellers   redacted   pursuant   to  a   request   for
     confidentiality,  was originally filed with the Company's  Quarterly Report
     on Form 10-Q for the period ended January 31, 1997.



                                      -12-

<PAGE>



                                   SIGNATURES


           Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          National Home Health Care Corp.



Date:  June 11, 1997                      /s/   Robert P. Heller
                                          --------------------------------
                                          Robert P. Heller
                                          Vice President of Finance,
                                          Chief Financial and Accounting Officer


                                      -13-

<PAGE>



                                                     Commission File No. 0-12927







                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       to

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
                           PERIOD ENDED APRIL 30, 1997

                         NATIONAL HOME HEALTH CARE CORP.











                                      -14-

<PAGE>



EXHIBIT
NUMBER                    DOCUMENT                                   PAGE NUMBER
------                    --------                                   -----------


*10.4                     Asset Purchase Agreement dated February 19,
                          1997 among Home Health Aides, Inc., H.H.A.
                          Aides, Inc., and Health Acquisition Corp. d/b/a
                          Allen Health Care Services.

27                        Financial Data Schedule.


--------------------------
*     Enclosed  herewith in its complete form. This exhibit,  with the names and
      addresses   of  the   sellers   redacted   pursuant   to  a  request   for
      confidentiality,  was originally filed with the Company's Quarterly Report
      on Form 10-Q for the period ended January 31, 1997.


                                      -15-