FORM 10-Q
                                  
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                                

                 Quarterly Report Under Section 13 or 15(d)
                   of the Securities Exchange Act of 1934

     

For Quarter Ended:                                   Commission File Number:
February 28, 1997                                                    0-15588



                     CANTERBURY CORPORATE SERVICES, INC.
           (Exact name of registrant as specified in its charter)



Pennsylvania                                                      23-2170505
(State of Incorporation)                (I.R.S. Employer Identification No.)



                             1600 Medford Plaza
                          Route 70 & Hartford Road
                         Medford, New Jersey 08055
                    (Address of principal executive office)
                                  
                       Telephone Number:  (609) 953-0044


     Indicate by check mark whether the registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and  (2) has been subject to
such filing requirements for the past 90 days.      X     Yes        No
                                                   ---          ---     
     The number of shares outstanding of the registrant's common stock as of
the date of the filing of this report:  15,588,791 shares.

<PAGE>
FORM 10-Q

                          PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements


                        CANTERBURY CORPORATE SERVICES, INC.
                                    
                            CONSOLIDATED BALANCE SHEET
                                    
                                    
ASSETS
<TABLE>
<CAPTION>
                                               February 28,
                                                 1997            November 30,
                                               (Unaudited)          1996
                                               -----------       ------------
<S>                                           <C>               <C>
Current Assets:
  Cash                                        $ 1,244,547       $   440,178
   Accounts receivable net of
    allowance for doubtful accounts
    of $1,763,000 and $1,685,000                3,076,330         3,142,024
  Notes receivable                                575,582           978,582
  Prepaid expenses and
   other assets                                   786,182           641,645
  Deferred income tax benefit                   1,228,000         1,228,000
                                              -----------        ----------
   Total Current Assets                         6,910,641         6,430,429

  Property and equipment
   at cost, net of accumulated
   depreciation and amortization
   of $3,453,000 and $3,305,000                 2,631,662         2,752,430
  Goodwill net of accumulated amortization
   of $1,278,000 and $1,178,000                 8,814,141         8,914,086
  Notes receivable                              9,063,573         9,092,943
  Other assets                                    329,974           275,131
                                              -----------       -----------
   Total Assets                               $27,749,991       $27,465,019
                                              ===========       ===========  

</TABLE>

                              See Accompanying Notes
<PAGE>
FORM 10-Q

                         CANTERBURY CORPORATE SERVICES, INC.
                             CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY

                                            February 28,                     
                                                1997            November 30,
                                            (Unaudited)             1996
                                            -----------         ------------
<S>                                       <C>                 <C>
Current Liabilities:
  Accounts payable - Trade                $    236,949        $    230,000  
  Accrued expenses                             318,155             374,859  
  Income taxes payable                         395,635             424,845  
  Unearned tuition income                    1,074,186           1,198,991  
  Current portion, long-term
   debt                                      2,159,118           2,230,715
                                           -----------         -----------
   Total Current Liabilities                 4,184,043           4,459,410  

  Long-term debt                             4,721,906           4,718,793  

  Deferred income tax liability              1,928,000           2,028,000  

Shareholders' Equity:
  Common stock, $.001 par value,
   50,000,000 shares authorized;
   15,589,000 and 15,054,000
   issued outstanding                           15,589              15,054  

   Additional paid in capital               15,400,141          14,840,642  

  Retained earnings                          1,834,347           1,728,155  
  Treasury stock                              (325,035)           (325,035)
                                          ------------        ------------
   Total Shareholders' Equity               16,925,042          16,258,816  
                                          ------------        ------------
   Total Liabilities and
     Shareholders' Equity                 $ 27,749,991        $ 27,465,019  
                                          ============        ============
</TABLE>

                             See Accompanying Notes
<PAGE>
FORM 10-Q
                       CANTERBURY CORPORATE SERVICES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME

The following Consolidated Statements of Income for the three-month periods
ended February 28, 1997, and February 29, 1996, are unaudited, but the Company
believes that all adjustments (which consist only of normal recurring
accruals) necessary for a fair presentation of the results of operations for
the respective periods have been included.  Quarterly results of operations
are not necessarily indicative of results for the full year.
<TABLE>
<CAPTION>
                                                   Three-Months Ended
                                             February 28, and February 29
                                             ----------------------------
                                                     (Unaudited)
                                              1997                 1996
                                              ----                 ----
<S>                                        <C>                 <C>
   Net revenues                            $3,174,279          $3,229,136  
   Costs and expenses                       1,546,136           1,173,169
                                           ----------          ----------
   Gross profit                             1,628,143           2,055,967  

   Selling                                    469,482             420,137  
   General and administrative                 938,481             828,390  
   Provision for doubtful accounts             77,830              75,786  
                                           ----------          ----------
   Total operating expenses                 1,485,793           1,324,313  

   Other (income)/expenses
     Interest income                         (160,608)            (74,044)
     Interest expense                         121,182             196,225  
     Other                                     10,584             (12,182)
                                           ----------          -----------
   Income before provision for
     income taxes and
       discontinued operation                 171,192             621,655  

   Provision for income taxes                  65,000             242,000
                                           ----------          ----------
   Income from continuing operations          106,192             379,655

   Discontinued operation
     Income from discontinued operation
       net of income taxes of $207,000          -                 353,455
                                           ----------          ----------
   Net income                              $  106,192          $  733,110  
                                           ==========          ==========
   Net income per common share
     and common share equivalents:
     Primary:
       Income from continuing
         operations                               .01          $      .03  
       Discontinued operation                   -                     .03
                                           ----------          ----------
       Net income per share                $      .01          $      .06  
                                           ==========          ==========
     Common and common share
       equivalents (weighted
       average):
        Primary                            15,131,000          13,221,200  
                                           ==========          ==========
</TABLE>

                               See Accompanying Notes
<PAGE>
FORM 10-Q

                        CANTERBURY CORPORATE SERVICES, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE THREE-MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
<TABLE>
<CAPTION>
                                           February 28,                   February 29,
                                              1997                            1996
                                           ------------                   ------------
<S>                                       <C>                <C>        <C>       <C>
Cash flows from operating activities:
   Cash received from
    customers                             $ 3,310,338                   $ 2,717,101  
   Cash paid to suppliers and                          
    employees                              (3,233,203)                   (2,243,820)
   Interest received                          160,608                        74,044  
   Interest paid                             (121,182)                     (196,225)
                                             --------                      --------
   Net cash provided by
    operating activities                                      $   116,561          $  351,100 

Cash flows from investing activities:
   Capital expenditures                       (27,112)                     (121,363)
   Collection on notes receivable             432,370                       431,230  
                                             --------                      --------
    Net cash provided by
      investing activities                                        405,258             309,867 

Cash flows from financing activities:
   Principal payments on long-term debt       (77,484)                     (103,242)
   Repayment of revolving
    credit facility                              -                         (375,000)
   Proceeds from exercise of stock
    options and warrants                         -                            3,400  
   Proceeds from issuance of common stock     360,034                           -        
   Repayment on term loan                        -                         (518,750)
   Payment of dividends on
    preferred stock                              -                           (7,376)
   Purchase of treasury stock                    -                          (13,000)
                                            ---------                      ---------
    Net cash provided by/(used in)
      financing activities                                        282,550          (1,013,968)
    Net cash used in 
      discontinued operation                                         -                   (382)

   Net increase/(decrease) in cash                                804,369            (353,001)

    Cash at beginning of period                                   440,178           1,471,702  
                                                             ------------         -----------
    Cash at end of period                                    $  1,244,547         $ 1,118,319  
                                                             ============         ===========
</TABLE>
                            See Accompanying Notes
<PAGE>
FORM 10-Q

                           CANTERBURY CORPORATE SERVICES, INC.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE-MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
<TABLE>
<CAPTION>
                                            February 28,                  February 29,
                                               1997                          1996    
                                            ------------                  ------------
Reconciliation of income from continuing operations
to net cash provided by operating activities: 
<S>                                           <C>            <C>         <C>      <C>
Income from continuing operations                            $  106,192           $  379,655  
Adjustments to reconcile to net cash
    provided by operating activities:
   Depreciation and amortization               247,825                   $221,877  
   Provision for doubtful accounts              77,830                     75,786  

Change in operating assets
   and liabilities:
   Increase in accounts receivable             (12,136)                  (441,711)
   Increase in prepaid expenses               (144,537)                  (348,988)
   (Increase)/decrease in other assets         (54,843)                   170,201  
   Increase in
    accounts payable                             6,949                     84,887  
   Decrease in accrued expenses                (56,704)                  (139,283)
   Decrease in unearned 
    tuition income                            (124,805)                   (67,324)
   Increase/(decrease) in income
    taxes payable                              (29,210)                   249,000  
   Increase in
    deferred income taxes                      100,000                    167,000  
                                              --------                   --------
    Total adjustments                                            10,369              (28,555)
                                                              ---------           ----------
Net cash provided by
   operating activities                                       $ 116,561           $  351,100  
                                                              =========           ==========          

</TABLE>
                             See Accompanying Notes
<PAGE>
FORM 10-Q

                           CANTERBURY CORPORATE SERVICES, INC.
                                        
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

   Principles of Consolidation

   The consolidated financial statements include the accounts of the Company
and all of its subsidiaries.  All material intercompany transactions have been
eliminated.

   Use of Estimates

   The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
February 28, 1997, and revenues and expenses for the three months ended
February 28, 1997.  The ultimate outcome and actual results could differ from
the estimates and assumptions used.

   Revenue Recognition

   The Company's computer software training segment records revenue at the
time an individual attends the training class.

   The Company's management training segment records revenue based on
performance of seminars to its clients.

   The Company's vocational training segment records tuition revenues ratably
over the term of the courses which run for approximately two to eight weeks.
Receivables for students' tuition are recorded as of the students' first day
of class attendance.  Unearned tuition income represents revenue to be
recognized over the term of the courses.

   Statement of Cash Flows

   For purposes of the Statement of Cash Flows, cash refers solely to demand
deposits with banks and cash on hand.

   Depreciation and Amortization

   The Company depreciates and amortizes its property and equipment for
financial statement purposes using the straight-line method over the estimated
useful lives of the property and equipment (useful lives of leases or lives of
leasehold improvements and leased property under capital leases, whichever is
shorter).  For income tax purposes, the Company uses accelerated methods of
depreciation.

   Amortization of Intangible Assets

   Goodwill is being amortized over twenty-five years using the straight-line
method.
<PAGE>
FORM 10-Q
                           CANTERBURY CORPORATE SERVICES, INC.
                                        
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       (continued)


   Deferred Income Taxes

   The Company utilizes the liability method to account for income taxes.
This method gives consideration to the future tax consequences associated with
the differences between financial accounting and tax bases of assets and
liabilities.

   Earnings Per Share

   Earnings per share is computed using the weighted average common shares
outstanding during the year and includes the dilutive effect of common stock
equivalents (options).

   Accounting Changes

   In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 123, "Accounting for
Stock-Based Compensation."  SFAS 123 is effective for fiscal years beginning
after December 15, 1995.  SFAS 123 provides companies with a choice to follow
the provisions of SFAS 123 in determining stock based compensation expense or
to continue with the provisions of APB 25, "Accounting for Stock Issued to
Employees."  The Company will continue APB 25 and will provide the pro forma
disclosures as required by SFAS 123 in the November 30, 1997 notes to the
consolidated financial statements.  The Company does not expect that adoption
of SFAS 123 will have a material effect on its consolidated financial
statements.


2.   Segment Reporting

   The Company is organized into three operating segments:  computer software
training, management training and vocational training.

   The computer software training segment trains corporate workers and
managers as an authorized training center for Microsoft, Lotus, Borland,
WordPerfect, Aldus and Apple on DOS, Windows and Macintosh platforms.

   The management training segment conducts corporate seminars in management
and team development, selling and negotiating, interpersonal communication,
executive development and organizational problem solving.

   The Company's vocational training segment develops, markets and teaches
courses that focus upon job-related skills in vocations such as word processing
specialist, computer operator, tractor trailer driver, bartender, phlebotomy
technician and electrocardiography technician.  Its clients are individuals
who wish to seek employment, corporations who need to hire these individuals,
as well as other corporations that hire Canterbury on a direct basis to train
its existing employees.
<PAGE>
FORM 10-Q
                           CANTERBURY CORPORATE SERVICES, INC.
                                        
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       (continued)

   Selected financial information for each segment, which includes an
allocation of corporate expenses, is as follows:

<TABLE>
<CAPTION>
                                                Income                        Capital      Depreciation &
Three Months Ended 2/28/97      Revenues      Before Taxes      Assets      Expenditures    Amortization
--------------------------      --------     --------------    --------     ------------   --------------          
<S>                             <C>            <C>             <C>           <C>             <C>      
Computer Software Training      $2,466,530      $ 127,120       $3,010,941   $ 27,112         $123,139
Management Training                355,745         18,599          182,256        -                289
Vocational Training                352,004         25,473       24,556,794        -            124,397
                                ----------      ---------       ----------   --------         --------                             
                                $3,174,279      $ 171,192      $27,749,991   $ 27,112         $247,825
                                ==========      =========      ===========   ========         ========
                                                Income                        Capital      Depreciation &
Three Months Ended 2/29/96      Revenues      Before Taxes      Assets      Expenditures    Amortization
--------------------------      --------     --------------    --------     ------------   --------------          
Computer Software Training      $2,359,404       $295,792      $ 2,858,056   $121,363        $  98,921
Management Training                466,384        225,921          225,112        -                289
Vocational Training                403,348         99,942       20,032,383        -            122,667
                                ----------     ----------      -----------   --------        ---------
                                $3,229,136       $621,655      $23,115,551   $121,363         $221,877
                                ==========     ==========      ===========   ========        =========
</TABLE>                               
3.  Discontinued Operation
                                     
   On November 30, 1996 the Company sold Landscape Maintenance Services, Inc.,
which comprised its business maintenance services segment.  The proceeds of
the sale consisted of both cash and notes totalling $4,500,000.  The note
bears interest at 8% per annum and is secured by substantially all assets and
business of the buyer.
                                     
   The results of operations has been reported as a discontinued operation and
the financial statements for the quarter ended February 29, 1996 have been
restated to reflect the discontinuation of the business maintenance services
segment.
      
   The following is a summary of the results of operations of the Company's
business maintenance services segment.
<TABLE>
<CAPTION>
                                        Three Months ended
                                        February 28, 1996
                                        ------------------
                        <S>                                       <C>
                        Revenue                                   $ 3,123,475
                        Income from operations
                          (net of taxes of $207,000)                  353,455
</TABLE>
   Cost and expenses for this discontinued segment include approximately
$275,000 representing allocated costs from corporate for the three-months
ended February 28, 1996.
<PAGE>
FORM 10-Q
                            CANTERBURY CORPORATE SERVICES, INC.
                                        
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       (continued)

   The net assets of discontinued operation were as follows:
<TABLE>
<CAPTION>
                                                      February 28, 1996
                        <S>                                       <C>
                                            Current Assets        $1,712,311 
                                       Current liabilities        (1,019,418)
                        Property, plant and equipment, net           922,144    
                                                Other, net           294,936
                                                                  ----------
                                                     Total        $1,909,973
                                                                  ==========
</TABLE>
4.  Property and Equipment

   Property and equipment consists of the following:
<TABLE>
<CAPTION>
                                                 February 28,               November 30,
                                                    1997                       1996
                                                 ------------               ------------
<S>                                            <C>                         <C>
   Land, buildings and improvements            $   725,910                 $  725,910  
   Equipment                                     3,288,231                  3,262,009  
   Furniture and fixtures                        1,185,631                  1,184,741  
   Leased property under capital
     leases and leasehold
     improvements                                  884,756                    884,756  
                                               -----------                 ----------
                                                 6,084,528                  6,057,416  
   Less: accumulated depreciation
     and amortization                           (3,452,866)                (3,304,986)
                                               -----------                 ----------
Net property and equipment                     $ 2,631,662                 $2,752,430  
                                               ===========                 ==========
5. Long-Term Debt
                                                February 28,               November 30,
                                                   1997                        1996
                                               -------------               ------------
   Long-term obligations consist of:  
     Term loan                                   3,631,250                  3,631,250  
     Revolving credit line                       2,774,620                  2,774,620  
   Capital lease obligations                       466,154                    543,638
                                               -----------                 ----------
                                                 6,872,024                  6,949,508  
   Less:  Current maturities                    (2,159,118)                (2,230,715)
                                               -----------                 ----------
                                               $ 4,712,906                 $4,718,793
                                               ===========                 ==========
</TABLE>
   During 1996 the Company and its primary lender, Chase Manhattan Bank,
instituted litigation, each claiming that the other party violated the terms
of the credit agreement.  As a result, the debt was declared in default.  In
February, 1997, the litigation was settled and all outstandings with Chase
were restructured and become due on December 31, 1997.  The Company and Chase
agreed that all alleged defaults under the previous agreements were
permanently waived and the Company would use its best efforts to replace Chase
during 1997.  The Company is in the process of replacing Chase as its primary
<PAGE>
FORM 10-Q

                         CANTERBURY CORPORATE SERVICES, INC.
                                      
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (continued)

lender and is confident that this refinancing should be completed before
December, 1997.  Based on this assumption, the Company is continuing to
classify a significant portion of the bank debt as long term.  The projected
maturities of the debt beyond December, 1997 cannot be readily determined at
this time.

     The Company agreed to make principal payments against the term loan
throughout 1997.  The first payment of $919,000 will be made in April, 1997;
$518,750 is to be paid in June and $518,750 is to be paid during September,
1997.  The revolving credit facility will remain at $2,774,600 until December
31, 1997, with no additional borrowings or repayments scheduled during Fiscal
1997.  The capital leases will be paid as usual on a monthly basis, with any
remaining balance due on December 31, 1997.

       Interest rates on all outstanding debt will remain at the same rate as
before the restructuring.  The term loan interest rate is LIBOR plus 3% or the
Bank's prime rate plus 1/2%.  The revolving credit facility carries an interest
rate of LIBOR plus 2 1/2% or the Bank's prime rate of interest.  The Company has
the right to choose which rate is to be utilized on a periodic basis.  The 30
day LIBOR rate at February 28, 1997 was 5.44%.  As of February 28, 1997, the
Company was in compliance with or has received a waiver on all of the debt
covenants relating to both the term loan and the revolving credit facility.

     The long-term debt is secured by substantially all of the assets of the
Company.

     Aggregate maturities on long-term debt for the next five years, exclusive
of obligations under capital leases, are approximately $6,405,870, $0, $0, $0
and $0 respectively.

   The carrying value of the long-term debt approximates its fair value. 


6. Capital Leases

   Capital lease obligations are certain equipment leases which expire in
October, 1998.  Future payments under capitalized leases together with the
present value, calculated at the respective leases' implicit interest rate of
approximately 10.5% to 11% at their inception, as of May 1, 1995 and October
1, 1996 are as follows:


Year ending November 30, 1997                    $186,753
Year ending November 30, 1998                     178,929
Year ending November 30, 1999                     119,384
Year ending November 30, 2000                      13,183
                                                 --------
Total minimum lease payments                      498,249
Less amount representing interest                 (32,095)
                                                 --------
Present value of long-term obligations
  under capital leases                           $466,154
                                                 ========
<PAGE>
FORM 10-Q
                         CANTERBURY CORPORATE SERVICES, INC.
                                      
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (continued)

Item 2. Management's Discussion of Financial Condition and Results of
        Operations

Liquidity and Capital Resources

   Working capital at February 28, 1997 was $2,726,000 During 1996 the Company
and its primary lender, Chase Manhattan Bank, instituted litigation, each
claiming that the other party violated the terms of the credit agreement.  As
a result, the debt was declared in default.  In February, 1997, the litigation
was settled and all outstandings with Chase were restructured and become due
on December 31, 1997.  The Company and Chase agreed that all alleged defaults
under the previous agreements were permanently waived and the Company would
use its best efforts to replace Chase during 1997.  The Company is in the
process of replacing Chase as its primary lender and is confident that this
refinancing should be completed before December, 1997.

   Management believes that positive cash flow contributions from the
Company's operating segments will be sufficient to cover cash flow
requirements for Fiscal 1997.  There was no material commitment for capital
expenditures as of February 28, 1997.  Inflation was not a significant factor
in the Company's financial statements.

   Cash flow from continuing operations for the three months ended February
28, 1997 was $117,000, a decrease of $234,000 over the previous year.  This
reduction was attributed to lower net income in 1997.

   In February, 1997, the Company raised $434,782, net of applicable costs,
through a Regulation D Private Placement of its common stock to one accredited
investor at a price of $1.00 per share.  This equity was used for general 
working capital purposes.

Results of Operations

   Revenues

   Revenues for the three months ended February 28, 1997 decreased by $55,000
(2%) to $3,174,000 from the same period last year.  This decrease was
attributable to reductions in both the management training and vocation
training segments.

   Costs and Expenses

   Costs and expenses for the three months ended February 28, 1997 increased
$49,000 (12%) over the comparable three-month period in Fiscal 1996.  The
increase was due to higher costs associated with increased revenue from the
computer software training segment.

   General and administrative costs increased by $110,000 (13%) in Fiscal 1997
versus Fiscal 1996.  The increase was due to increased personnel costs, as
well as non-recurring professional fees expended in the process of settling
various legal actions.  The Company anticipates significant further legal fees
to be expended pursuant to various non-recurring legal matters.

   Interest income increased by $86,000 (116%) in Fiscal 1997 versus Fiscal
1996 due to note receivable interest income generated by the sale of the
discontinued operation (business maintenance services).

   Interest expense deceased by $75,000 in Fiscal 1997 over the same period in
Fiscal 1996 due to a reduction in principal balances of the Company's term
loan and revolving credit facility.
<PAGE>
FORM 10-Q

                          CANTERBURY CORPORATE SERVICES, INC.
                                      
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (continued)
                                      
                                      
                             PART II - OTHER INFORMATION

Item 1  Legal Proceedings

        See Footnote 5 to the Financial Statements.

Item 2  Changes in Securities

        None

Item 3  Defaults Upon Senior Securities

        None

Item 4  Submission of Matters to a Vote of Security Holders

        None

Item 5  Other Information

        None

Item 6  Exhibits and Reports on Form 8-K

        (a)     Exhibits:  None

        Reports on Form 8-K:

        Notification of filing an Order to Show Cause, Verified Complaint
and Affidavit of Stanton M. Pikus, President of Canterbury Corporate Services,
Inc. against The Chase Manhattan Bank for breach of the Term Loan and
Revolving Loan Agreements, dated January 6, 1997.
 
<PAGE>
FORM 10-Q

                         CANTERBURY CORPORATE SERVICES, INC.

                                    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.


                                CANTERBURY CORPORATE SERVICES, INC.
                                (Registrant)


                                By/s/ Stanton M. Pikus
                                ------------------------
                                Stanton M. Pikus
                                President
                                (Chief Executive Officer and      
                                duly authorized signer)


                                By/s/ Kevin J. McAndrew
                                -------------------------
                                Kevin J. McAndrew, C.P.A.
                                Chief Operating Officer, Executive Vice
                                President
                                (Chief Financial Officer and
                                duly authorized signer)


   
April 15, 1997