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

                                 FORM 10-Q/A

                      Amendment No. 1 to Quarterly Report

(Mark One)

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

         For the quarterly period ended December 31, 1996 OR

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

         For the transition period from _____________ to ______________

Commission File Number:             0-15352

                                  US SERVIS, Inc.
             (Exact name of registrant as specified in its charter)


         DELAWARE                                   22-2467332
(State or other jurisdiction of      (I.R.S. Employer or Identification Number)
incorporation of organization)

      220 Davidson Avenue, Somerset, NJ                            08873
    (Address of Principal Executive Office)                      (Zip Code)

                            (908) 764-9898
              (Registrant's telephone number, including area code)

              414  Eagle  Rock  Avenue,   West  Orange,   NJ  07052
          (Registrant's  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

Indicated  by check mark  whether the  registrant  has filed all  documents  and
reports  required  to be  filed 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

At February 11, 1997,  the  registrant  had  outstanding  6,292,137  outstanding
shares of Common Stock, $0.01 par value.


<PAGE>

                         PART II - OTHER INFORMATION


Item 6   -        Exhibits and Reports on Form 8-K

                  (a)      Exhibits:  the exhibits required by Item 601 of
                           Regulation S-K and filed herewith
                           are listed in the Exhibit Index that follows.

                  (b)      Reports on Form 8-K;  No report no Form 8-K was filed
                           during the quarter ended December 31, 1996.



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


                                                US SERVIS, INC.


Dated:  June ___, 1997                      By:/s/ Graham O. King
                                               ------------------
                                                Graham O. King,
                                            Chief Executive Officer



<PAGE>




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

                                    FORM 10-Q

(Mark One)

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

         For the quarterly period ended December 31, 1996 OR

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

         For the transition period from _____________ to ___________

Commission File Number:    0-15352

                              US SERVIS, Inc.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                  22-2467332
(State or other jurisdiction of      (I.R.S. Employer or Identification Number)
incorporation of organization)

                           220 Davidson Avenue, Somerset, NJ           08873
                           (Address of Principal Executive Office)   (Zip Code)

                                            (908) 764-9898             
                           (Registrant's telephone number, including area code)

                         Eagle  Rock  Avenue,   West  Orange,   NJ  07052
         Registrant's  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  to be  filed 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

At February 11, 1997,  the  registrant  had  outstanding  6,296,137  outstanding
shares of Common Stock, $0.01 par value.

<PAGE>


                        US SERVIS, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>                                                        
<S>                                                                    <C>
Page No.

PART I - FINANCIAL INFORMATION                                         1

         CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 1996 AND
         MARCH 31, 1996                                                2

         CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE AND
         THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995                 3

         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
         EQUITY FOR THE NINE MONTHS ENDED DECEMBER 31, 1996            4

         CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE
         MONTHS ENDED DECEMBER 31, 1996 AND 1995                      5,6

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                   7-9

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                         10-13


PART II - OTHER INFORMATION                                           14


SIGNATURES                                                            15


EXHIBIT INDEX                                                        16-18
</TABLE>


<PAGE>




                                     PART I

                              FINANCIAL INFORMATION


1.       Consolidated Financial Statements as at December 31, 1996

         The  consolidated  balance  sheet as of March 31, 1996 has been derived
         from the audited  Consolidated Balance Sheet contained in the Company's
         Form 10-K and is presented for comparative purposes. Certain items have
         been  reclassified  to  conform  to  the  current   presentation.   The
         accompanying  consolidated financial statements presume that users have
         read the audited  consolidated  financial  statements  of the preceding
         fiscal  year.  Accordingly,  footnotes  which would have  substantially
         duplicated such disclosures have been omitted.

         The interim  consolidated  financial statements reflect all adjustments
         which are, in the opinion of management, necessary for a fair statement
         of the results for interim periods presented.  Such interim adjustments
         consist  solely  of  normal  recurring  adjustments.   The  results  of
         operations for interim  periods are not  necessarily  indicative of the
         results to be expected for a full year.























                                  -1-
<PAGE>

US SERVIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                    December 31,    March 31,
                                                                       1996           1996
                                                                    (Unaudited)
<S>                                                                 <C>           <C>
CURRENT ASSETS
         Cash and equivalents                                        $7,820,000    $6,546,000
         Certificate of deposit                                         300,000       300,000
         Accounts receivable, less allowance for doubtful
                 accounts of $478,000 and $458,000                    4,847,000     2,558,000
         Current maturities of notes receivable                               0       190,000
         Prepaid and refundable income taxes                             57,000     2,343,000
         Inventories, prepaid expenses and other current assets         478,000       649,000
                                                                     ----------    ----------
                           Total Current Assets                      13,502,000    12,586,000
                                                                     ----------    ----------   
PROPERTY AND EQUIPMENT                                                1,444,000     1,529,000
                                                                     ----------    ----------
OTHER ASSETS:
         Software technology, less accumulated amortization
                  of $425,000 and $292,000                              286,000       319,000
         Goodwill, less accumulated amortization 
                  of $396,000 and $323,000                            3,548,000     3,621,000
         Other                                                          870,000       204,000
                                                                     ----------    ----------
                           Total Other Assets                         4,704,000     4,144,000
                                                                     ----------    ----------
                                                                    $19,650,000   $18,259,000
                                                                     ==========    ===========

            LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
         Accounts payable                                              $700,000      $634,000
         Accrued payroll & benefits                                     894,000       724,000
         Accrued restructuring charges                                  900,000       963,000
         Accrued expenses for use of trade name                          41,000       254,000
         Other accrued expenses                                       1,472,000       805,000
         Current portion of capital lease obligation                    300,000       230,000
         Deferred income                                                200,000       242,000
         Customers' deposits and other current liabilities              386,000       410,000
                                                                     ----------    ----------
                           Total Current Liabilities                  4,893,000     4,262,000
                                                                     ----------    ----------
LONG-TERM LIABILITIES:
         Accrued restructuring charges - net of current portion         319,000       905,000
         Long-term capital lease obligation - net of current portion     99,000       267,000
                                                                     ----------    ----------
                           Total Long-term Liabilities                  418,000     1,172,000
                                                                     ----------    ---------- 
COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK:
         Convertible  redeemable  preferred  stock,  par value
                  $.01 per  share, 1,500,000   shares   authorized,
                  issued   and   outstanding (liquidation preference
                  $6,228,000) at March 31, 1996                          -          6,110,000
                                                                     ----------    ----------
SHAREHOLDERS' EQUITY:
         Convertible  preferred  stock,  par value  $.01 per 
                  share  10,0000,000 shares   authorized,   
                  2,500,000   issued   and   outstanding
                  (liquidation preference $10,611,000)
                  at December 31, 1996                                9,868,000          -
         Common stock $.01 par value; 30,000,000 shares authorized;
                  6,312,000 shares issued                                63,000        63,000
         Capital in excess of par value                              14,864,000    14,864,000
         Retained earnings (deficit)                                 (9,673,000)   (6,788,000)
         Subscription receivable                                       (140,000)     (140,000)
         Note receivable - related party                               (584,000)   (1,225,000)
                                                                     ----------    ----------
                                                                     14,398,000     6,774,000
         Less Treasury Stock at cost: 15,700 shares                      59,000        59,000
                                                                     ----------    ----------
                           Total Shareholders' Equity                14,339,000     6,715,000
                                                                     ----------    ----------
                                                                    $19,650,000   $18,259,000
                                                                     ==========    ==========
See accompanying notes to consolidated financial statements.
                                           2

</TABLE>
<PAGE>
                        US SERVIS, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                  NINE MONTHS ENDED
                                                    DECEMBER 31,
                                                    1996          1995
<S>                                            <C>           <C>
REVENUES:
         Service fees                          $15,062,000   $11,297,000
         Sales of equipment                        133,000       228,000
         Software license fees                     138,000       509,000
         Interest and other                        236,000       149,000
                                                ----------    ----------
                                                15,569,000    12,183,000
                                                ----------    ----------

EXPENSES:
         Cost of services                       11,037,000     8,308,000
         Cost of equipment sales                    62,000       133,000
         Research and development                1,442,000     1,919,000
         Selling, general and administrative     5,415,000     5,800,000
         Interest expense                           85,000        52,000
         Restructuring charges (gains)             -            (589,000)
         Loan impairment charge                    641,000        38,000         
                                                ----------    ----------
                                                18,682,000    15,661,000                                                
                                                ----------    ----------
LOSS BEFORE INCOME TAXES                        (3,113,000)   (3,478,000)

BENEFIT FOR FEDERAL AND STATE INCOME TAXES          -         (1,228,000
 
                                                ----------    ----------                             
NET LOSS                                       $(3,113,000)  $(2,250,000)
                                               ============  ===========

NET LOSS PER COMMON SHARE                           ($0.56)       ($0.38)
                                                    =======       =======
WEIGHTED AVERAGE NUMBER OF                    
          COMMON SHARES OUTSTANDING              6,296,000     6,278,000
                                               ===========    ==========

                                                    THREE MONTHS ENDED
                                                        DECEMBER 31,
                                                      1996          1995
REVENUES:
         Service fees                           $5,565,000    $3,858,000
         Sales of equipment                         23,000        52,000
         Software license fees                      43,000       265,000
         Interest and other                         91,000        92,000
                                                ----------    ---------- 
                                                 5,722,000     4,267,000
                                                ----------    ----------
                                                 
EXPENSES:
         Cost of services                        3,955,000     2,999,000
         Cost of equipment sales                     6,000        85,000
         Research and development                  481,000       613,000
         Selling, general and administrative     1,907,000     1,740,000
         Interest expense                           24,000        16,000    
         Loan impairment charge (income)           641,000       (81,000)         
                                                ----------    ----------
                                                 7,014,000     5,372,000
                                                ----------    ----------                                                  
LOSS BEFORE INCOME TAXES                        (1,292,000)   (1,105,000)

                                                
BENEFIT FOR FEDERAL AND STATE INCOME TAXES          -           (381,000)

                                               -----------   -----------
NET LOSS                                       $(1,292,000)  $  (724,000)
                                               ============  ===========

NET LOSS PER COMMON SHARE                           ($0.23)       ($0.13)
                                                    =======       ======= 
WEIGHTED AVERAGE NUMBER OF                       
          COMMON SHARES OUTSTANDING              6,296,000     6,296,000
                                                ==========    ========== 

</TABLE>

See accompanying notes to consolidated financial statements.
                                     3

<PAGE>
                      US SERVIS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                FOR THE NINE MONTHS ENDED DECEMBER 31, 1996
                                  (UNAUDITED)

<TABLE>
<CAPTION>


                                CONVERTIBLE
                               PREFERRED STOCK                               CAPITAL IN                          NOTE
                                        CARRYING               COMMON STOCK  EXCESS OF  RETAINED  SUBSCRIPTION RECEIVABLE - TREASURY
                             SHARES       VALUE      SHARES     PAR VALUE    PAR VALUE   EARNINGS  RECEIVABLE  RELATED PARTY STOCK
<S>                      <C>          <C>          <C>          <C>         <C>        <C>         <C>         <C>          <C> 
BALANCE, MARCH 31, 1996                             6,312,000     63,000    14,864,000 (6,788,000)  (140,000)  (1,225,000)  59,000

NINE MONTHS ENDED                       
DECEMBER 31, 1996:              
                        
 Reclassification of 
 Series A Convertible        
 Preferred Stock as a
 result of the
 elimination of the
 redemption provision     1,500,000    5,888,000
                        
 Reversal of accretion 
 equal to accrued  
 dividends on
 redeemable preferred
 stock                    1,000,000    3,980,000
                        
 Issuance of Series B
 Convertible Preferred 
 Stock                                                                                    228,000
                        
 Allowance for loan 
 collateral impairment                                                                                           641,000      
                        
 Net Loss                                                                              (3,113,000)     

                          ---------    ---------   ---------     ------     ---------- ---------- --------     --------    ------ 
BALANCE,DECEMBER 31,1996  2,500,000    9,868,000   6,312,000     63,000     14,864,000 (9,673,000)(140,000)    (584,000)   59,000
                          =========    =========   =========     ======     ========== ========== =========    =========   ======  


See accompanying notes to consolidated financial statements.
</TABLE>
                                      4
<PAGE>
                               US SERVIS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                      NINE MONTHS END
                                                                                                       DECEMBER 31
                                                                                                     1996       1995
<S>                                                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                                                              $(3,113,000)$(2,250,000)
         Adjustments to reconcile net loss to net cash flows
                  from operating activities:
                           Depreciation and amortization of property and equipment                 472,000     310,000
                           Amortization of software technology                                     134,000      86,000
                           Amortization of goodwill                                                 74,000      73,000
                           Amortization of convertible preferred issue costs                        21,000       5,000
                           Gain on sale of equipment                                                (6,000)        -
                           Provision for losses on accounts receivable                              72,000     445,000
                           Amortization of officer stock compensation                                  -       490,000
                           Allowance for impairment of related party note                          641,000      38,000
                           Changes in operating assets and liabilities-
                                    Accounts receivable                                         (2,361,000)   (620,000)
                                    Note and installment receivables                               190,000     282,000
                                    Prepaid and refundable income taxes                          2,286,000     721,000
                                    Inventories, prepaid expenses and other current assets         171,000      57,000
                                    Other assets                                                  (666,000)   (251,000)
                                    Accounts payable                                                66,000    (132,000)
                                    Accrued payroll & benefits                                     170,000    (208,000)
                                    Accrued expenses for use of trade name                        (213,000)     88,000
                                    Other accrued expenses                                         667,000     299,000
                                    Accrued restructuring                                         (649,000) (1,386,000)
                                    Deferred income                                                (42,000)   (408,000)
                                    Customer deposits and other current liabilities                (24,000)    215,000
                                                                                                ----------  ---------- 
                                             Net cash flows from operating activities:          (2,110,000) (2,146,000)
                                                                                                ----------  ----------  
CASH FLOWS FROM INVESTING ACTIVITIES:
         Increase in software technology                                                          (101,000)   (125,000)
         Purchase of property and equipment                                                       (408,000)   (314,000)
         Proceeds from sale of equipment                                                            27,000     293,000
                                                                                                 ----------  ----------  
                                             Net cash flows from investing activities             (482,000)   (146,000)
                                                                                                 ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:


         Principal payment on capital lease obligation                                             (99,000)    (14,000)
         Loans to officers                                                                             -       (338,000)
         Cost of listing additional shares                                                             -       (17,000)
         Issuance of preferred stock net of issuance costs                                       3,965,000   5,870,000
                                                                                                ----------  ---------- 
                                             Net cash flows from financing activities            3,866,000   5,501,000
                                                                                                ----------  ----------

NET CHANGE IN CASH AND EQUIVALENTS                                                               1,274,000   3,209,000

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                                                        6,546,000   4,121,000

                                                                                                ----------  ----------
CASH AND EQUIVALENTS, END OF PERIOD                                                            $ 7,820,000 $ 7,330,000
                                                                                                ==========  ==========

See accompanying notes to consolidated financial statements.

                                     5
<PAGE>
                        US SERVIS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                               (concluded)

                                                                                                     NINE MONTHS ENDED
                                                                                                        DECEMBER 31,
                                                                                                     1996       1995


SUPPLEMENTAL INFORMATION:
         Interest paid                                                                         $    38,000 $     3,000
                                                                                                ==========  ==========
         Income taxes paid (refunded)                                                           (2,382,000) (1,949,000)
                                                                                                ==========  ==========
         Deferred gain on sale-leaseback                                                             -          41,000
                                                                                                ==========  ==========
         Value assigned to goodwill relating to shares of common
                  stock issued for prior year business acquisition                                   -         200,000
                                                                                                ==========  ==========
         Transferred from deferred income taxes to prepaid and
                  refundable income taxes                                                           62,000     750,000
                                                                                                ==========  ==========
         Gross proceeds from issue of convertible preferred stock                                4,000,000   6,000,000
                                                                                                ==========  ==========
         Capitalized issue costs for convertible preferred stock                                    35,000     130,000
                                                                                                ==========  ==========
         Acretion equal to accrued dividends on convertible preferred
                  stock                                                                            383,000     107,000
                                                                                                ==========  ==========
See accompanying notes to consolidated financial statements.

</TABLE>

                                  6
<PAGE>


                         US SERVIS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 December 31, 1996
                                    (UNAUDITED)



Note A - Basis of Presentation:

The  consolidated  financial  statements  include all the accounts of US SERVIS,
Inc. (f/k/a MICRO  Healthsystems, Inc.) and its wholly-owned subsidiaries 
 (collectively,  the "Company").  All significant intercompany transactions
have been eliminated.

Note B - Nature of Business:

The  Company  provides  outsourcing  services  to  physician  delivery  systems,
hospital  business  offices  and  managed  care  organizations.  As  part of its
outsourcing  services,  the Company has traditionally  been an outsourcer of the
billing and  accounts  receivable  management  and related  information  systems
departments and performed related personnel  management and systems  integration
services for its customers.  The Company is currently  strengthening these areas
and expanding  its services and  information  systems to include:  financial and
administrative  management,   systems  support  and  management  and  consulting
services in areas that  directly  complement  its business  management  services
offerings,  such  as  at  risk  contracting  and  contract  management,  revenue
enhancement and re-engineering of the billing and accounts receivable management
activities.   The  Company,   through  strategic  alliances,  has  expanded  its
information  systems  offerings to include  managed care and electronic  medical
records systems.  The Company has also  historically been a provider of clinical
information  systems products and services for hospital  inpatient  departments.
The Company is phasing out of these activities. (See Note C below)

Note C - Restructuring Charges:

During fiscal 1995, the Company  implemented a significant  restructuring of its
business  operations in an effort to:  refocus and redirect  resources away from
inpatient  clinical   information  systems  and  towards  contract   management,
physician practice management, ambulatory care and software integration business
services;  consolidate  operations;  negotiate a termination  of the  employment
agreement of the former chairman;  downsize,  and sell  underperforming  assets.
These  actions  resulted in a fiscal 1995 $6.8 million,  pre-tax,  restructuring
charge.

The  restructuring  program was  substantially  completed  during  fiscal  1996,
although the payment of certain items principally,  termination costs related to
the former  chairman and selected  severance  costs,  will  continue for several
years.




                                   7
<PAGE>



Note D - Net Loss Per Common Share:

The computation of fully diluted net loss per share was  antidilutive in each of
the applicable periods presented;  therefore,  no separate  calculation of fully
diluted  loss per share is  reported.  Net loss per  common  share  includes  an
adjustment for the amount equal to accrued dividends on the Company's  preferred
stock,  in the amount of $383,000  or $.06 per share for the nine  months  ended
December  31,  1996 and  $107,000  or $.02 per share for the nine  months  ended
December 31, 1995.


Note E - Convertible Preferred Stock:

On September  30, 1996,  in  consideration  for the receipt of  $4,000,000,  the
Company  issued,  through  a  private  placement,  1,000,000  shares of Series B
Convertible  Preferred Stock, par value $0.01 per share (the "Series B Shares").
Dividends  on the  Series  B Shares  accrue  at a rate  equal  to 8% per  annum,
compounded quarterly. If not earlier paid, preferred dividends are payable on i)
redemption,  ii) conversion,  or iii) dissolution of the Company. After December
31, 1997, the Series B Shares are  convertible at the option of the holders into
an equal number of common shares and under certain circumstances the Company may
require conversion.  In the event of the Company's  liquidation,  the holders of
the Series B Shares are  entitled  to $4.00 per share plus all  accumulated  and
unpaid  dividends.  Details of this  transaction  are reflected in the Company's
Form 8-K, dated September 30, 1996.

On September  27, 1996,  the Company  filed an amendment to the  Certificate  of
Designation  creating  the  rights and  preferences  of the  Company's  Series A
Convertible  Preferred Stock (the "Series A Shares").  This amendment terminated
the optional redemption rights of holders of such Series A Shares.

In connection with the amendment to the Certificate of Designation,  the Company
amended the warrants to purchase 118,500 shares of the Company's Common Stock at
an exercise price of $0.10 per share presently held by the holders of the Series
A Shares to delete certain forfeiture provisions. The deletion of the forfeiture
provisions vests these warrants in the holders thereof.


Note F - Additional Items:

1.   In November of 1996, the Company and its largest customer,  New York Health
     and Hospitals  Corporation  ("MetroPlus")  resolved certain issues that had
     arisen  between the Company  and  MetroPlus  in  connection  with  services
     provided  by the  Company.  As  part of the  resolution  of  these  issues,
     MetroPlus  rescinded  a  purported  July 17,  1996 notice of default to the
     Company.  Prior reserves  incorporated by the Company in reported MetroPlus
     revenues were adequate and therefore the resolution had no material  impact
     on the Company's third quarter financial  statements,  or on any previously
     reported financial statements.

      On  January  21,  1997,  the  Company  announced  a  contract  to  provide
     outsourcing  services  and  information  systems  to  University  Physician
     Associates  (UPA), the medical practice plan for the University of Medicine
     and Dentistry of New Jersey (UMDNJ).  Under the terms of this contract,  US
     Servis will assume management and operational responsibility for activities
     associated  with  billing,  receivables  management,  patient  services and
     information  systems.  The  Company  will not  realize  material  financial
     benefits  from this  contract  until full  implementation  of  systems  and
     services is  completed.  Full  implementation  is expected to take eight to
     twelve (8-12) months. The Company anticipates that total revenues under the
                                      8
<PAGE>
     contract will exceed $25,000,000 over its initial five (5) year term.

      The contract also provides for a strategic  alliance to be formed  between
     UPA and US Servis.  Certain of the Company's  products and services will be
     marketed  through the  strategic  alliance to  community  based  physicians
     located in northern New Jersey. UPA and UMDNJ will market these services as
     part of their on-going efforts to expand their physician delivery system.

2.   On January 30, 1997, US Servis, Inc. and IDX Systems Corporation  announced
     the formation of a strategic alliance to provide a comprehensive solution -
     including information systems and outsourcing - for the business offices of
     hospitals and physician groups. Under the terms of the agreement,  IDX will
     market  US  Servis'  outsourcing   services  to  existing  and  prospective
     customers.  The alliance  combines IDX's software,  professional  services,
     implementation,  and  support  services  with US  Servis'  outsourcing  for
     billing, accounts receivable, and financial management.
                                    9


<PAGE>



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

                                GENERAL

For the nine months  ended  December 31, 1996 (first nine months of fiscal 1997)
the Company  reported higher  revenues  primarily as a result of sales booked in
fiscal 1996.  Revenues totaled  approximately $15.6 million, an increase of $3.4
million  or  27.8%  over the same  period  last  year.  Excluding  the  $589,000
restructuring  gain  recorded  last year and  $603,000  of  incremental  expense
related to the loan  impairment  charge,  the  Company's  expenses  for the nine
months ended  December 31, 1996 increased  $1,829,000  over the same period last
year. The Company's  pre-tax loss declined  $365,000 or 10.9%. The Company's net
loss (after taxes)  increased by $863,000,  from $2,250,000 to $3,113,000 due to
the availability and use of carry forward tax benefits during fiscal 1996.

The  Company's  fiscal 1997 nine month net loss per share was $0.56  compared to
$0.38  reported for the same period last year.  The table below presents the net
loss per share by component.
<TABLE>
<S>                                                                     <C>                             <C>    
                                                                           Nine months Ended December 31,
                                                            

                                                                          1996                            1995


               Pre-Tax Operating Loss per Share                           $.50                            $.55

               Allowance for the Preferred
                            Stock Dividends                                .06                             .02


               Tax Benefit                                                -                               (.19)

                                                                         -----                           -----     
               Net Loss per Share                                         $.56                            $.38
                                                                         =====                           =====

</TABLE>
<TABLE>
<CAPTION>
                            LIQUIDITY AND CAPITAL RESOURCES

<S>                                                                        <C>                               <C>        
                                                                            December 31, 1996                 March 31, 1996
                                                            

               Total Current Assets                                            $13,502,000                      $12,586,000

               Total Current Liabilities                                         4,893,000                        4,262,000
                                                                               -----------                       ----------
               Working Capital                                                  $8,609,000                       $8,324,000
                                                                               -----------                       ---------- 
               Working Capital Ratio to 1                                           2.8                              3.0

</TABLE>

During the nine months  ended  December  31,  1996,  Working  Capital  increased
$285,000  from  $8,324,000  to  $8,609,000.  The  increase was the result of the
issuance of $4,000,000 of the Series B Shares that was  substantially  offset by
continued operating losses. Cash and equivalents increased $1,274,000, primarily
due to the  issuance  of  $4,000,000  of the  Series B Shares,  the  receipt  of
$2,382,000  in tax refunds and an increase in current  liabilities  of $631,000,
partially offset by the net loss, a $2,289,000  increase in accounts  receivable
and a $650,000 security deposit associated with new office space The increase in
accounts receivable includes an increase in amounts due from hospital clients of
approximately  $2,000,000  and  approximately  $200,000  from  physicians.   The
increase in amounts due from hospital  clients includes  approximately  $500,000
relating to new business and  $300,000  relating to disputed  charges due from a
former client. The remainder relates to seasonal increases in the payment cycles
of the Company's hospital clients.
                                 10
<PAGE>

The  Company  expects  that its  cash  position  will  decrease  throughout  the
remainder of fiscal 1997 as a result of operating  losses but  anticipates  that
available  cash and cash flow from  operations  will be  sufficient  to meet the
Company's  operating  and  capital  requirements  through the end of the current
fiscal year and the fiscal year ending March 31, 1998.
<TABLE>
<CAPTION>
                        RESULTS OF OPERATIONS

                              REVENUES

<S>                                                                <C>                                        <C>        
                                                                    Nine months Ended December 31,
                                          
                                          
                                                                            1996                                     1995
                                          

Service fees                                                           $15,062,000                              $11,297,000


Sales of equipment                                                         133,000                                  228,000


Software license fees                                                      138,000                                  509,000


Interest and other                                                         236,000                                  149,000
                                                                      ------------                              -----------
                                                                       $15,569,000                              $12,183,000
                                                                      ============                              ===========
</TABLE>
For the nine months ended  December 31, 1996, the Company's  revenues  increased
$3,386,000  or 27.8% when  compared to the same period in the prior fiscal year.
Contributing  to this increase were  increases in service fees of $3,765,000 and
interest and other items of $87,000.  These  increases were partially  offset by
decreases  in sales  of  equipment  of  $95,000  and  software  license  fees of
$371,000.

Service fee increases  occurred in physician  services  ($971,000),  third party
administrative  ("TPA") services  ($2,974,000) and hospital business  management
services  ($251,000).  These  increases  were  partially  offset  by a  $165,000
decrease in revenues from clinical  services and a $292,000 decrease in revenues
from other hospital  services,  including  remote  computing and  maintenance of
turnkey products.

<TABLE>
<CAPTION>
<S>                                                               <C>                                           <C>    
                                                                   Three Months Ended December 31,
                                           
                                           
                                                                           1996                                     1995
                                           

Service fees                                                            $5,565,000                               $3,858,000


Sales of equipment                                                          23,000                                   52,000


Software license fees                                                       43,000                                  265,000


Interest and other                                                          91,000                                   92,000
                                                                        ----------                               ----------
                                                                        $5,722,000                               $4,267,000
                                                                        ==========                               ==========
</TABLE>
For the three months ended December 31, 1996, the Company's  revenues  increased
$1,455,000  or 34.1% when  compared to the same period in the prior fiscal year.
Contributing  to this  increase  were  increases in service  fees of  $1,707,000
offset by decreases in sales of equipment of $29,000,  software  license fees of
$222,000, and interest and other items of $1,000.

Service fee increases  occurred in physician  services  ($453,000),  third party
administrative ("TPA") services  ($1,066,000),  and hospital business management
services  ($298,000).  These  increases  were  partially  offset  by an  $89,000
decrease in revenues from clinical  services and a $21,000  decrease in revenues
from other hospital  services,  including  remote  computing and  maintenance of
turnkey products.
                                 11
<PAGE>

<TABLE>
<CAPTION>
                                                     EXPENSES

<S>                                                                    <C>                                   <C>       
                                                                         Nine months Ended December 31,
                                                      
                                                  
                                                                            1996                                 1995
                                                      
Cost of services                                                          $11.037,000                         $8,308,000


Cost of equipment sales                                                        62,000                            133,000

Research and development                                                    1,442,000                          1,919,000


Selling, general and administrative                                         5,415,000                          5,800,000


Interest expense                                                               85,000                             52,000
                                                                           ----------                         ----------
      Subtotal                                                             18,041,000                         16,212,000

Restructuring charges (gains)                                                       -                           (589,000)

Loan impairment charge                                                        641,000                             38,000

                                                                          -----------                        -----------
                                                                          $18,682,000                        $15,661,000
                                                                          ===========                        ===========
</TABLE>
Excluding  the $589,000  restructuring  gain  recorded  last year,  and expenses
related  to the loan  impairment  charge,  expenses  for the nine  months  ended
December 31, 1996,  increased $1,829,000 when compared to the same period in the
prior fiscal year.  Contributing  to this increase were increases in the cost of
services of $2,729,000  and interest  expense of $33,000.  These  increases were
partially offset by decreases in research and development  expenses of $477,000,
cost of  equipment  sales of $71,000 and  selling,  general  and  administrative
expenses of $385,000.

Substantially  all of the  increase  in cost of  services  related  to  expenses
associated  with new clients for TPA and  physician  services.  The reduction in
research and development expenses resulted primarily from the Company's decision
to de-emphasize its clinical information systems and other turnkey products. The
decrease  in selling,  general and  administrative  expenses  resulted  from the
inclusion of  amortization  of the CEO's  signing bonus of $490,000 in the first
nine months of last year and lower provision for allowance for doubtful accounts
of  $373,000  as  compared  to last year,  partially  offset by an  increase  in
incentive  compensation  of  $240,000,  an increase in  administrative  expenses
related to physician  services of $150,000  and an increase in sales  expense of
$72,000.

On December 31, 1996, the Company incurred a charge against income in the amount
of $641,000,  such being the amount by which the value of the 252,557  shares of
the Company's  common stock held as security for a loan made in connection  with
an acquisition in 1991 was less than the outstanding  principal  balance on such
loan.  This charge was based on the closing price of the Company's  common stock
on December 31, 1996,  which was $2.31 per share.  If and to the extent that the
closing  stock  pricing at the end of any  subsequent  quarter  is greater  than
$2.31, there will be a reversal of this charge.
<TABLE>
<CAPTION>
<S>                                                                     <C>                                   <C>
                                                                         Three Months Ended December 31,
                                                      
                                                      
                                                                              1996                                 1995

Cost of services                                                           $3,955,000                           $2,999,000

Cost of equipment sales                                                         6,000                               85,000

Research and development                                                      481,000                              613,000

Selling, general and administrative                                         1,907,000                            1,740,000

Interest expense                                                               24,000                               16,000
                                                                           ----------                           ----------
     Subtotal                                                               6,373,000                            5,453,000

Loan impairment charge                                                        641,000                              (81,000)

                                                                           ----------                           ----------
                                                                           $7,014,000                           $5,372,000
                                                                           ==========                           ==========
</TABLE>
                                 12
<PAGE>
Excluding the $641,000 loan impairment charge for this year, as described above,
and the $81,000 of related  income  recorded  last year,  expenses for the three
months ended  December 31, 1996  increased  $920,000,  when compared to the same
period in the prior fiscal year. Contributing to this increase were increases in
the cost of services of $956,000,  selling,  general and administrative expenses
of $167,000,  and interest  expense of $8,000,  partially offset by decreases in
cost of  equipment  sales of $79,000 and research  and  development  expenses of
$132,000.

Substantially  all of the  increase  in cost of  services  related  to  expenses
associated  with new clients for TPA and  physician  services.  The  increase in
selling,   general  and  administrative  expenses  resulted  from  increases  in
incentive based compensation  ($86,000),  recruiting costs ($72,000),  legal and
consulting  fees  ($50,000),  and various other items,  partially  offset by the
inclusion of  amortization  of the CEO's  signing bonus of $163,000 in the third
quarter of last year. The reduction in research and development  expenses result
primarily from the Company's  decision to de-emphasize its clinical  information
systems and other turnkey products.


                                NET LOSS


For the nine months ended December 31, 1996, the Company  reported a net loss of
$3,113,000  or $0.56 per common  share,  compared to a net loss of $2,250,000 or
$0.38 per common share during the same period last year.  The per share loss for
the nine months ended  December 31, 1996 included  an additional $.09 per share
related to loan  impairment  charges and an additional $.04 related to preferred
stock dividends and did not include a restructuring  gain of $.09 per share or a
tax  benefit of $.19 per share  which were  recorded in the first nine months of
fiscal 1996. Although the Company has not recorded a tax benefit associated with
losses incurred  during the current fiscal year,  these losses will be available
to offset future income in subsequent years.

For the three months ended December 31, 1996, the Company reported a net loss of
$1,292,000  or $0.23 per common  share,  compared  to a net loss of  $724,000 or
$0.13 per common share during the same period last year.  The per share loss for
the quarter ended December 31, 1996 included an additional $0.10 related to loan
impairment charges and did not include a tax benefit of $.06 per share which was
recorded in the same quarter of last year.

                                  13
<PAGE>



                         PART II --OTHER INFORMATION


Item 1       -    Litigation

                  The Company has no material litigation pending.


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:  the exhibits  required by Item 601 of 
                           Regulation  S-K and filed  herewith are listed in the
                           Exhibit Index that follows the signature page.

                  (b)      Reports on Form 8-K;  No report on Form 8-K was filed
                           during the quarter ended December 31, 1996.


                                     14
<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.



                                                    US SERVIS, INC.
                                                    (Registrant)



Date:        February 12, 1997                      By: Graham O. King
                                                      (L.S.)
                                                    Graham O. King
                                                    Chairman of the Board and
                                                    Chief Executive Officer


Date:        February 12, 1997                      By: Michael B. Loscalzo
                                                       (L.S.)
                                                    Michael B. Loscalzo
                                                    Principal Accounting Officer
                                                    and Chief Financial Officer


                                       15
<PAGE>
<TABLE>
<CAPTION>
                                 EXHIBITS INDEX
<S>                                                                                                                       <C>
     Exhibit No.                                        Description                                                        Page
        3(1)        By-Laws. (I)                                                                                             *
        3(2)        Amended and Restated Certificate of Incorporation of the Registrant. (XVII)                              *
        3(3)        Certificate of Designation Relating to the Series A Convertible Preferred Stock of the Registrant.
                    (XVII)                                                                                                   *
        3(4)        Certificate of Designation Relating to the Series B Convertible Preferred Stock With a Par Value of
                    $.01 Per Share of US Servis, Inc. (XIX)                                                                  *
        3(5)        Amendment to Certificate of Designation Relating to the Series A Convertible Preferred Stock With a
                    Par Value of $.01 Per Share of US Servis, Inc. (XIX)                                                     *
        4(1)        Form of warrant to purchase in the aggregate up to 390,000 shares of the Registrant's Common Stock
                    at an exercise price of $0.10 per share, such warrants issued October 12, 1995. (XV)
                                                                                                                             *
        4(2)        Form of warrant to purchase in the aggregate up to 198,000 shares of the Registrant's Common Stock
                    at an exercise price of $3.50 per share, such warrants issued October 12, 1995. (XV)
                                                                                                                             *
        10(1)       Lease date March 31, 1986, between Skyline Associates, Inc. And Digital Equipment Corporation
                    relating to the premises located at 414 Eagle Rock Avenue, West Orange, New Jersey. (I)
                                                                                                                             *
        10(2)       1986 Stock Option Agreement. (I)                                                                         *
        10(3)       Service Agreement between the Registrant and Digital Equipment Corporation. (I)                          *
        10(4)       Non-qualified Stock Option Agreement between the Registrant and S.M. Caravetta, dated February 10,
                    1990 and expiring February, 1995. (III)                                                                  *
        10(5)       License Agreement between the Registrant and North County Computer Services, Inc. (III)                  *
        10(6)       Distribution/Sales Representation Agreement by and between Baxter Healthcare Corporation and
                    MedTake Corp., dated as of October 1, 1990. (IV)                                                         *
        10(7)       Letter Agreement by and among MedTake Corp., the Registrant, Salvatore M. Caravetta and Baxter
                    Healthcare Corporation,  dated as of October 1, 1990. (IV) *
        10(8)       Guaranty  of  the  Registrant  in  favor  of  Baxter   Healthcare
                    Corporation, dated as of October 1, 1990.
                    (IV)                                                                                                     *
        10(9)       Complimentary Marketing Agreement between International Business Machines Corporation and the
                    Registrant. (V)                                                                                          *
       10(10)       Service Agreements between Digital Equipment Corporation and the Registrant. (V)                         *
       10(11)       Asset Purchase Agreement and Plan of Reorganization by and among Administrative Information Systems
                    Corporation, the Registrant and Receivables Management Corp., dated as of June 14, 1991. (VI)
                                                                                                                             *
       10(12)       Registration Rights Agreement by and between the Registrant and Administrative Information Systems,
                    Inc. (Misnamed in said document as "Administrative Information Services Corporation"), dated June
                    14, 1991. (VI)                                                                                           *
       10(13)       Employment Agreement among Receivables Management Corp. (Renamed AISCorp.), the Registrant and
                    Stephen G. Sullivan, dated as of June 14, 1991. (VI)                                                     *
       10(14)       Option Registration Rights Agreement by and Between the Registrant and Stephen G. Sullivan, dated
                    June 14, 1991. (IV)                                                                                      *
       10(15)       Employment Contract between the Registrant and S.M. Caravetta. (VII)                                     *
       10(16)       Employment Contract between the Registrant and James A. Pesce. (VII)                                     *
       10(17)       Agreement and Plan of Merger with Exhibits by and among the Registrant, Vanco Business Management,
                    Inc. and David K. Vanco, dated as of December 31, 1992. (VIII)                                           *
       10(18)       Employment Agreement, dated as of January 1, 1993, between Management-Data Service, Inc., the
                    Registrant and David K. Vanco. (VIII)                                                                    *
                                           16
<PAGE>                                                                   
       10(19)       Registration Rights Agreement between David K. Vanco and the Registrant, dated as of December 31,
                    1992. (VIII)                                                                                             *
       10(20)       Guaranty dated March 5, 1993, given by the Registrant to Harris Bank Roselle relating to loans to
                    David K. Vanco. (VIII)                                                                                   *
       10(21)       Letter agreement between David K. Vanco and the Registrant, dated March 5, 1993, relating to the
                    guaranty of notes, from David K. Vanco to Harris Bank Roselle. (VIII)                                    *
       10(22)       Agreement of Merger with ACT/PC, dated September 15, 1993, amended November 12, 1993. (X)
                                                                                                                             *
       10(23)       Term Loan Agreement, dated as of December 13, 1993, between Stephen G. Sullivan and Registrant. (X)
                                                                                                                             *
       10(24)       Guarantee Modification Agreement, dated as of December 13, 1993, between Stephen G. Sullivan and
                    the Registrant. (X)                                                                                      *
       10(25)       Escrow Agreement, dated as of December 13, 1993, between Stephen G. Sullivan, Registrant and Crummy
                    Del Deo Dolan Griffinger & Vecchione. (X)                                                                *
       10(26)       Termination Agreement relating to the Baxter Distribution/Sales Representation Agreement, dated
                    December 17, 1993. (X)                                                                                   *
       10(27)       Amendment to Agreement and Plan of Merger between the Registrant and Management-Data Services,
                    Inc., dated April 8, 1994. (XI)                                                                          *
       10(28)       Amendment to Employment Agreement between David K. Vanco and the Registrant, dated April 8, 1994.
                    (XI)                                                                                                     *
       10(29)       Employment Agreement, dated as of October 12, 1994, between the Registrant and Graham O. King. (XII)
                                                                                                                             *
       10(30)       Option Agreement, dated as of October 12, 1994, between the Registrant and Graham O. King. (XII)
                                                                                                                             *
       10(31)       Registration Agreement, dated as of October 12, 1994, between the Registrant and Graham O. King.
                    (XII)                                                                                                    *
       10(32)       Stockholder Agreement, dated as of October 12, 1994, between the Registrant and Graham O. King.
                    (XII)                                                                                                    *
       10(33)       S.M. Caravetta Termination Agreement between S.M. Caravetta and the Registrant, dated as of October
                    12, 1994, as amended. (XII)                                                                              *
       10(34)       Letter of Intent, dated June 26, 1995, between the Registrant and Frontenac VI Limited Partnership.
                    (XIV)                                                                                                    *
       10(35)       Registrant's Amended 1993 Stock Option Plan. (XIV)                                                       *
       10(36)       Registrant's Amended 1994 Stock Option Plan for Non-Employee Directors. (XIV)                            *
       10(37)       Series A Convertible Preferred Stock and Warrant Purchase Agreement, dated July 18, 1995, by and
                    among the Registrant, a trust established for the benefit of descendants of Robert E. King,
                    Frontenac VI Limited Partnership and Morgan Holland Fund II, L.P. (XV)                                   *
       10(38)       Promissory Note of Graham O. King, dated June 14, 1995, payable to the Company. (XVI)                    *
       10(39)       First and Second Amendments to Series A Convertible Preferred Stock and Warrant Purchase Agreements
                    dated July 31, 1995 and October 10, 1995, respectively. (XVII)                                           *
       10(40)       Registration Agreement, dated October 12, 1995, by and among the Registrant, a trust established
                    for the benefit of the descendants of Robert E. King, Frontenac VI Limited Partnership and Morgan
                    Holland Fund II, L.P. (XV)                                                                               *
       10(41)       Agreement for Administrative Services, dated December 21, 1995, between New York Health and
                    Hospitals Corporation and the Registrant. (XVIII)                                                        *
       10(42)       Series B Convertible Preferred Stock Purchase Agreement among US Servis, Inc., and the Purchasers
                    named on Schedule 1 thereto, dated as of September 30, 1996. (XIX)                                       *
       10(43)       First Amendment to Registration Rights Agreement among US Servis, Inc. and the Purchasers signatory
                    thereto, dated September 30, 1996. (XIX)                                                                 *
                                             17
<PAGE>                                                                 

       10(44)       Agreement for Services, dated December 31, 1996, between University Physician Associates and the
                    Registrant.                                                                                               1

</TABLE>

<TABLE>
<CAPTION>
                                                NOTES TO EXHIBIT INDEX
<S>                <C>   
      Note No.                                          Description
         (I)        Incorporated  by reference  from the Form S-18  Registration
                     Statement of the Registrant, dated June 10, 1986.
        (II)        Incorporated by reference from Amendment No. 1, dated September 6, 1986, to the Form
                     S-18 Registration Statement of the Registration.
       (III)       Incorporated by reference from the Registrant's  Form 10-K, dated
                    June 18, 1990. (IV) Incorporated by reference from the Registrant's Form
                    8-K, dated October 1, 1990.
         (V)        Incorporated by reference from the Registrant's Form S-3, Registration No. 33-39062,
                    dated April 11, 1991.
        (VI)       Incorporated  by reference from the  Registrant's  Form 8-K, dated
                    June 18, 1991.  (VII)  Incorporated  by reference from the  Registrant's
                    Form 10-K, dated June 28, 1991.
       (VIII)      Incorporated by reference from the  Registrant's  Form 8-K, dated
                    March 9, 1993. (IX) Incorporated by reference from the Registrant's Form
                    8-K, dated September 15, 1993.
         (X)       Incorporated  by reference from the  Registrant's  Form 8-K, dated
                    December 28, 1993. (XI)  Incorporated by reference from the Registrant's
                    Form 8-K, dated April 15, 1994. (XII) Incorporated by reference from the
                    Registrant's Form 8-K, dated November 1, 1994.
       (XIII)      Incorporated by reference from the Registrant's  Form 10-Q, dated
                    November 11, 1994. (XIV) Incorporated by reference from the Registrant's
                    Form 10-K, dated June 26, 1995. (XV)  Incorporated by reference from the
                   Registrant's  Form 10-K/A,  dated July 24, 1995.  (XVI)  Incorporated by
                   reference from the Registrant's Form 10-Q, dated August 10, 1995.
       (XVII)     Incorporated by reference from the Registrant's  Form 10-Q, dated
                   November  10,  1995.   (XVIII)   Incorporated   by  reference   from  the
                   Registrant's Form 10-Q, dated August 13, 1996.
        (XIX)     Incorporated by reference from the  Registrant's  Form 8-K, dated
                   September 30, 1996.


</TABLE>
                                  18