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 July 31, 1997

                                                        OR

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

For the transition period from                      to
                              ---------------------    --------------------


Commission file number 0-15067

                             FLUOR DANIEL GTI, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                      02-0324047
  State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                    100 River Ridge Drive, Norwood, MA 02062
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (617) 769-7600


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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
                                      ---    ---

At September 13, 1997 the registrant had issued and  outstanding an aggregate of
8,323,790 shares of its common stock.







                             FLUOR DANIEL GTI, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>


PART I     FINANCIAL INFORMATION                                                                          PAGE NUMBER
------     ---------------------                                                                          -----------

<S>      <C>                                                                                                  <C>              
Item 1   Financial Statements

          Condensed Consolidated Balance Sheets
              July 31, 1997 (Unaudited) and October 31, 1996 ..................................................1-2

          Condensed Consolidated Statements of Operations
              Quarter ended July 31, 1997 (Unaudited) and July 31, 1996 (Unaudited)..............................3

          Condensed Consolidated Statements of Operations
              Nine months ended July 31, 1997 (Unaudited) and July 31, 1996 (Unaudited)1.........................4

          Condensed Consolidated Statements of Cash Flows
              Nine months ended July 31, 1997 (Unaudited) and July 31, 1996 (Unaudited)1.........................5

          Notes to Condensed Consolidated Financial Statements (Unaudited).......................................6

Item 2    Management's Discussion and Analysis of Financial Condition and Results of Operations................7-9


PART II   OTHER INFORMATION
-------   -----------------

Item 2    Changes in Securities.................................................................................10

Item 6    Exhibits and Reports on Form 8-K......................................................................10

          Signatures............................................................................................11

</TABLE>


1  Reflects  the  historical  results of the  predecessor  entity  Fluor  Daniel
Environmental Services, Inc. (FDESI) for the six months ended April 30, 1996 and
Fluor Daniel GTI, Inc. for the three months ended July 31, 1996.




Item 1.    Financial Statements

                             FLUOR DANIEL GTI, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)
<TABLE>
<CAPTION>


                                                                                       July 31,         October 31,
Assets                                                                                     1997                1996
------                                                                                     ----                ----
                                                                                    (unaudited)
<S>                                                                                <C>                 <C>
Current assets:
   Cash and cash equivalents                                                         $    8,580          $    2,552
   Marketable securities                                                                  5,501               4,101
   Accounts receivable, less allowance of $1,850 at
      July 31, 1997 and $1,740 at October 31, 1996                                       39,111              46,438
   Unbilled revenues                                                                     20,693              18,917
   Deferred income taxes                                                                    849                 937
   Other current assets                                                                   3,202               2,525
                                                                                    -----------         -----------

Total current assets                                                                     77,936              75,470

Deferred income taxes                                                                     2,967               2,967
Property, plant and equipment, net                                                        6,680               7,776
Goodwill, net of accumulated amortization of $1,320 at
      July 31, 1997 and $860 at October 31, 1996                                         10,695              10,218
Other assets                                                                              2,967               3,962
                                                                                    -----------         -----------

Total assets                                                                           $101,245            $100,393
                                                                                       ========            ========
</TABLE>


The accompanying notes are an integral part of the financial statements.






                                       -1-






                             FLUOR DANIEL GTI, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                      (In thousands, except share amounts)

<TABLE>
<CAPTION>



                                                                                       July 31,         October 31,
Liabilities and Stockholders' Equity                                                       1997                1996
------------------------------------                                                       ----                ----
                                                                                    (unaudited)
<S>                                                                              <C>                    <C>
Current liabilities:
   Accounts payable                                                                 $    7,589           $    8,034
   Accrued salaries and benefits                                                         3,910                4,023
   Advance billings on contracts                                                           754                  452
   Other accrued liabilities                                                             5,742                5,905
   Income taxes payable                                                                     87                  101
                                                                                 --------------        ------------

Total current liabilities                                                               18,082               18,515

Stockholders' equity:
   Preferred stock, $.01 par value, 1,000,000 shares authorized,
      none issued                                                                           --                   --
   Common stock, $.001 par value, 25,000,000 shares
      authorized, 8,323,790 issued and outstanding at July 31, 1997;
      8,155,832 issued and outstanding at October 31, 1996                                   8                    8
   Capital in excess of par value                                                       82,162               81,003
   Retained earnings                                                                     1,280                  825
   Cumulative currency translation adjustment                                             (287)                  42
                                                                                  -------------       -------------

Total stockholders' equity                                                              83,163               81,878
                                                                                    -----------          ----------

Total liabilities and stockholders' equity                                            $101,245             $100,393
                                                                                      =========            ========
</TABLE>


The accompanying notes are an integral part of the financial statements.





                                       -2-






                             FLUOR DANIEL GTI, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>


                                                                                                Quarter ended
                                                                                                -------------
                                                                                       July 31,            July 31,
                                                                                           1997                1996
                                                                                           ----                ----

<S>                                                                                     <C>                <C>    
Revenues                                                                                $46,884            $42,056
Cost of revenues                                                                         35,709             32,668
                                                                                       --------           --------

Gross profit                                                                             11,175              9,388

Selling, general and administrative expenses                                              9,630              9,561
License and other income                                                                     91                 37
                                                                                    -----------        -----------

Income (loss) before investment and interest income                                       1,636               (136)
Investment and interest income, net                                                         305                159
                                                                                     ----------         ----------

Income before provision for income taxes                                                  1,941                 23
Provision for income taxes                                                                  792                 --
                                                                                     ----------      -------------

Net income                                                                             $  1,149         $       23
                                                                                       ========         ==========

Earnings per common share                                                            $      .14       $         --
                                                                                     ==========       ============

Shares used to compute earnings per common share                                          8,314              8,229
                                                                                      =========          =========
</TABLE>


The accompanying notes are an integral part of the financial statements.










                                       -3-






                             FLUOR DANIEL GTI, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>


                                                                                              Nine months ended
                                                                                              -----------------
                                                                                       July 31,            July 31,
                                                                                           1997             1996(1)
                                                                                           ----             -------

<S>                                                                                    <C>                  <C>    
Revenues                                                                               $142,530             $58,542
Cost of revenues                                                                        111,638              44,966
                                                                                      ---------            --------

Gross profit                                                                             30,892              13,576

Selling, general and administrative expenses                                             31,109               9,561
Indirect expense                                                                             --               3,491
License and other income                                                                    433                  37
                                                                                   ------------         -----------

Income before investment and interest income                                                216                 561
Investment and interest income, net                                                         568                 159
                                                                                   ------------          ----------

Income before income taxes                                                                  784                 720
Provision for income taxes                                                                  329                 272
                                                                                   ------------          ----------

Net income                                                                          $       455           $     448
                                                                                    ===========           =========

Earnings per common share                                                          $        .06        $         --
                                                                                   ============        ============

Shares used to compute earnings per common share                                          8,247                  --
                                                                                    ===========       =============

</TABLE>


The accompanying notes are an integral part of the financial statements.










1  Reflects  the  historical  results of the  predecessor  entity  Fluor  Daniel
Environmental Services, Inc. (FDESI) for the six months ended April 30, 1996 and
Fluor Daniel GTI,  Inc.  for the three  months  ended July 31,  1996.  Pro forma
results for the period,  presented as though the merger of FDESI and Groundwater
Technology, Inc. had occurred at the beginning of the period, were net income of
approximately $1,099,000 on gross revenues of approximately $140,501,000.


                                       -4-






                             FLUOR DANIEL GTI, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>


                                                                                               Nine months ended
                                                                                       July 31,            July 31,
                                                                                           1997             1996(1)
                                                                                           ----             -------
<S>                                                                                    <C>               <C>
Cash Flows From Operating Activities
   Net income                                                                          $   455            $    448
   Adjustments to reconcile net income  to net cash provided by (used by)
     operating activities:
      Depreciation and amortization                                                      3,116               1,226
      Loss on fixed assets                                                                  --                  59
      Deferred taxes                                                                        88                  --
      Changes in operating assets and liabilities:
         Accounts receivable and unbilled revenues                                       5,551              (5,979)
         Other current assets                                                             (677)              3,080
         Other assets                                                                      434                (115)
         Accounts payable                                                                 (445)             (2,096)
         Accrued salaries and benefits                                                    (113)                668
         Other accrued liabilities                                                        (163)             (1,461)
         Advance billings on contracts                                                     302                 329
         Income taxes payable                                                              (14)                (78)
      Advances from parent                                                                  --                 311
                                                                                   ------------          ---------

Net Cash provided by (used by) Operating Activities                                      8,534              (3,608)

Cash Flows From Investing Activities
      Purchase of marketable securities                                                 (6,700)               (650)
      Sale of marketable securities                                                      5,300                  --
      Expenditures for property, plant and equipment                                    (1,604)               (611)
      Investment in joint ventures                                                          --                 102
      Sale of property, plant and equipment                                                 54                  --
      Other                                                                               (403)               (283)
      Cash acquired in merger with Groundwater Technology, Inc.                             --              36,729
      Cash paid to shareholders                                                             --             (60,102)
                                                                                   ------------            --------

Net Cash used in Investing Activities                                                   (3,353)            (24,815)

Cash Flows From Financing Activities
      Proceeds from sale of stock under employee stock purchase plans                    1,159                 359
      Cash received from Fluor Daniel, Inc.                                                 --              33,350
                                                                                   ------------            -------

Net Cash provided by Financing Activities                                                1,159              33,709

Effect of Exchange Rate Changes on Cash and Cash Equivalents                              (312)                 54
                                                                                      ---------         ----------

Increase in Cash and Cash Equivalents                                                    6,028               5,340

Cash and Cash Equivalents at Beginning of Fiscal Year                                    2,552                  --
                                                                                       --------       ------------

Cash and Cash Equivalents at End of Period                                              $8,580             $ 5,340
                                                                                        =======            =======

The accompanying notes are an integral part of the financial statements.

Supplemental disclosure of non-cash financing activities:
      Received net assets from merger with Groundwater Technology, Inc.                     --              $70,858



</TABLE>


1  Reflects  the  historical  results of the  predecessor  entity  Fluor  Daniel
Environmental Services, Inc. (FDESI) for the six months ended April 30, 1996 and
Fluor Daniel GTI, Inc. for the three months ended July 31, 1996.


                                       -5-






                             FLUOR DANIEL GTI, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1. Condensed Consolidated Financial Statements

     The condensed  consolidated  balance sheets as of July 31, 1997 and October
31, 1996, the related  condensed  consolidated  statements of operations for the
quarter and nine months ended July 31, 1997 and July 31,  1996,  and the related
condensed  consolidated  statements of cash flows for the nine months ended July
31, 1997 and July 31, 1996,  have been  prepared by Fluor Daniel GTI,  Inc. (the
"Company")  without  audit.  In  the  opinion  of  management,  all  adjustments
(consisting  of normal  recurring  accruals)  necessary  to  present  fairly the
financial position,  results of operations and changes in cash flows at July 31,
1997 and for all periods presented have been made.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted.  It is suggested  this  information  be read in
conjunction  with the Annual  Report on Form 10-K for fiscal year ended  October
31, 1996 (SEC File No. 0-15067) and the Proxy  Statement/Prospectus  dated April
5, 1996, of Groundwater Technology,  Inc. ("GTI"),  relating to the May 10, 1996
Special  Meeting of  Stockholders  at which the  Change of Control  Transactions
(defined below) were approved.  The results of operations for the three and nine
month  periods  ended  July  31,  1997  are not  necessarily  indicative  of the
operating results for the year.

NOTE 2. Earnings Per Share

     Earnings  per share for the nine month  period  ended July 31,  1996 is not
meaningful.

NOTE 3. Merger and Recapitalization Activities

     On May 10, 1996, the Company closed a series of  transactions  (the "Change
of  Control  Transactions")   pursuant  to  which  it  became  a  majority-owned
subsidiary  of Fluor  Daniel,  Inc.  ("Fluor  Daniel"),  a global  construction,
engineering,   maintenance   and  services   company.   The  Change  of  Control
Transactions  included a recapitalization of the Company's common stock, and the
merger  of one of the  Company's  subsidiaries  and Fluor  Daniel  Environmental
Services,  Inc.  ("FDESI"),  a  wholly-owned  subsidiary  of Fluor  Daniel  that
provides environmental services primarily to agencies of the federal government.
In exchange for FDESI and $35 million in cash,  Fluor Daniel received  4,400,000
shares of the Company's  "new" common stock and an option to purchase  1,768,970
additional  shares at $13.1274 per share that  expires on December 11, 1998.  In
the  recapitalization,  each holder of "old" common stock received $8.62 in cash
and .5274 of a share of "new"  common stock of the  Company.  In  addition,  the
Company  entered into a Marketing  Agreement with Fluor Daniel,  and the Company
changed its name from "Groundwater Technology, Inc." to "Fluor Daniel GTI, Inc."
to emphasize the new relationship.

     The merger was treated as a reverse  acquisition  for accounting  purposes,
and therefore, the unaudited condensed consolidated statements of operations and
condensed  consolidated  statements of cash flows for the nine months ended July
31,  1996  reflect the  historical  results of FDESI,  which is the  predecessor
entity for accounting purposes,  for the six months ended April 30, 1996 and the
results of Fluor Daniel GTI, Inc. for the three months ended July 31, 1996.

     Pro forma results for the nine month period ended July 31, 1996,  presented
as though the merger of FDESI and GTI had occurred on November 1, 1995, were net
income of $1,099,000 on revenues of approximately $140.5 million.

NOTE 4. Change in Fiscal Year

     The Company changed its year end from April 30 to October 31.  Accordingly,
the Company began a new 12-month fiscal year on November 1, 1996.

                                       -6-






                             FLUOR DANIEL GTI, INC.

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

General
     On May 10, 1996, the Company closed a series of  transactions  (the "Change
of  Control  Transactions")   pursuant  to  which  it  became  a  majority-owned
subsidiary  of Fluor  Daniel,  Inc.  ("Fluor  Daniel"),  a global  construction,
engineering,   maintenance   and  services   company.   The  Change  of  Control
Transactions  included a recapitalization of the Company's common stock, and the
merger  of one of the  Company's  subsidiaries  and Fluor  Daniel  Environmental
Services,  Inc.  ("FDESI"),  a  wholly-owned  subsidiary  of Fluor  Daniel  that
provides environmental services primarily to agencies of the federal government.
In exchange for FDESI and $35 million in cash,  Fluor Daniel received  4,400,000
shares of the Company's  "new" common stock and an option to purchase  1,768,970
additional  shares at $13.1274 per share that  expires on December 11, 1998.  In
the  recapitalization,  each holder of "old" common stock received $8.62 in cash
and .5274 of a share of "new"  common stock of the  Company.  In  addition,  the
Company  entered into a Marketing  Agreement with Fluor Daniel,  and the Company
changed its name from "Groundwater Technology, Inc." to "Fluor Daniel GTI, Inc."
to emphasize the new relationship.

     The merger was treated as a reverse  acquisition  for accounting  purposes,
and therefore, the unaudited condensed consolidated statements of operations and
condensed  consolidated  statements of cash flows for the nine months ended July
31,  1996  reflect the  historical  results of FDESI,  which is the  predecessor
entity for accounting purposes,  for the six months ended April 30, 1996 and the
results of Fluor Daniel GTI, Inc. for the three months ended July 31, 1996.

     The Company changed its year end from April 30 to October 31.  Accordingly,
the Company began a new 12-month fiscal year on November 1, 1996.

Results of Operations
Results for the Quarter Ended July 31, 1997

     Revenues  for the  quarter  ended  July 31,  1997 were  $46.9  million,  an
increase of 11.4%  compared to revenue of $42.1 million for the same period last
year. Although the Company experienced  continued  competition within almost all
assessment and remediation  markets,  the increase in revenues was in large part
due to work on alliance projects with Fluor Daniel, Inc.

     Gross profit for the three months ended July 31, 1997 was $11.2 million, an
increase of 19.1%  compared to $9.4 million for the same period last year.  As a
percentage  of  revenues,  gross profit for the quarter was 23.9% as compared to
22.3% for the same period last year.  The gross  profit for the three months was
favorably impacted by the strong performance of several key programs.

     The increase in both  revenues and gross profit was in large part driven by
the shared  projects  between the Company and Fluor Daniel.  A recent example is
the previously  announced award by Witco  Corporation to Fluor Daniel,  Inc., of
which our portion is valued at $100 million over three years.  We are  providing
environmental  services  in  support  of  Witco's  program  to  restructure  and
consolidate its worldwide manufacturing facilities.

     Selling, general and administrative expenses for the quarter ended July 31,
1997 were $9.6 million or 20.5% of revenues,  compared to $9.6 million, or 22.8%
of revenue in the same period last year. The lower percentage is a reflection of
the initial benefits of the overhead cost reduction plan implemented  during the
quarter ended April 30, 1997.

Results for the Nine Months Ended July 31, 1997
     Revenues for the nine months ended July 31, 1997 were $142.5  million.  The
Company  experienced  continued  competition  within almost all  assessment  and
remediation markets for the nine months ended.

     Gross profit for the nine months ended July 31, 1997 was $30.9 million.  As
a percentage of revenues,  gross profit for the nine months ended was 21.7%. The
gross profit for the nine months has been impacted

                                       -7-






by continued  pricing  pressures  for services  performed  and a charge of $1.15
million in labor and salary costs associated with writing  government  proposals
incurred during the first six months of this fiscal year. These additional costs
had an adverse impact on the gross margins.

     Selling, general and administrative expenses for the nine months ended July
31,  1997 were  $31.1  million.  Included  in this cost is  $583,000  in outside
vendors costs  associated  with the  preparation of government  proposals.  Also
included is a charge of $830,000 for payroll and benefits related to an overhead
cost reduction plan  implemented  during the quarter ended April 30, 1997.  When
fully  implemented,  it is expected that this overhead cost  reduction plan will
yield approximately $2 million in annualized salary and benefit savings.

     Pro forma results for the nine month period ended July 31, 1996,  presented
as though the merger of FDESI and GTI had occurred on November 1, 1995, were net
income of $1,099,000 on revenues of approximately $140.5 million.

Liquidity and Capital Resources

     At July 31, 1997,  the  Company's  primary  source of  liquidity  was $14.1
million in cash, cash equivalents and marketable securities.  The Company has no
long-term borrowings.  At July 31, 1997, the Company had a line of credit with a
bank providing for borrowings up to $10.0 million through April 30, 1999.  There
have been no borrowings under the line of credit.

     Operating  activities provided $8.5 million in net cash for the nine months
ended  July  31,  1997,  principally  due  to  improvements  in  collections  of
receivables.  At July 31, 1997, the Company's working capital was $59.9 million.
Total assets were $101.2 million at the end of the same period.

     Cash flows from investing  activities were impacted by  approximately  $1.6
million of expenditures in property,  plant and equipment that primarily related
to an upgrade the Company's  computer and rental  equipment.  The Company had no
material commitments for capital expenditures as of July 31, 1997, and estimates
spending for the next three months to be approximately $600,000.

     Funding  requirements  for  operations are expected to be met from existing
cash,  cash   equivalents,   marketable   securities  and  cash  generated  from
operations.  The Company  believes that cash provided from these sources will be
sufficient to meet its operating requirements for the near term.

Forward-Looking Information

     Any of the comments in this Form 10-Q that refer to the Company's estimated
or future results, including its estimates of the cost savings from the overhead
cost  reduction  plan,  are  forward-looking  and reflect the Company's  current
analysis  of  existing  trends  and  information.   Actual  results  may  differ
materially from current expectations or projections based on a number of factors
affecting the Company's  businesses.  These factors include,  in the case of the
overhead cost reduction plan, the ability to achieve  estimated staff reductions
while maintaining workflow in the functional areas affected.  Other risk factors
affecting the Company's estimated or future results include, but are not limited
to,  cost  overruns  on fixed,  maximum,  or unit-  priced  contracts;  contract
performance risks; the uncertain timing of awards and contracts;  and changes in
environmental  regulations;  as well as, the  enforcement of those  regulations.
These  forward-looking  statements  represent the Company's judgement only as of
the date of this Form 10-Q. As a result,  the reader is cautioned not to rely on
these forward-looking statements. The Company disclaims any intent or obligation
to update these forward-looking statements.

     Additional  information  concerning these and other factors can be found in
the  Company's   public  periodic  filings  with  the  Securities  and  Exchange
Commission.

Recently Issued Accounting Pronouncements

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  131,  "Disclosures  about  Segments of an
Enterprise and Related Information" (SFAS No. 131.)

                                       -8-






SFAS  No.  131  establishes  new  standards  for the way  that  public  business
enterprises  report  information  about operating  segments in interim financial
reports  issued to  shareholders.  This statement is effective for the Company's
fiscal year 1999.  Adoption of this  standard is not expected to have a material
impact on the Company's financial statements or results of operations.

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting Standards No. 128, "Earnings Per Share" (SFAS No. 128.)
SFAS No. 128 redefines  the  standards  for computing  earnings per share and is
effective for the Company's fiscal year 1998. The Company  believes  adoption of
the new standards will not have a material  impact on future  earnings per share
calculations.














                                       -9-






                             FLUOR DANIEL GTI, INC.

                                     PART II



Item 2:    Changes in Securities

     In connection with the purchase of Hall Southwest Corporation as of May 26,
1994,  the  Company  issued  49,074  shares of Common  Stock  during the quarter
covered by this report to one  individual  who is  currently  an employee of the
Company.  With respect to the issuance of such  securities,  the Company  relied
upon the  provisions of Section 4(2) of the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  in that  such  transaction  did not  involve a public
offering and was thereby exempt from registration  under the Securities Act. The
offering was not made by means of any general  solicitation,  and the  purchaser
represented that he (i) was an "accredited  investor" as defined in Regulation D
promulgated  under the Securities Act, (ii) was acquiring the securities for his
own  account for the purpose of  investment,  and (iii) had no present  plans to
effect any distribution  thereof.  The securities were issued with an investment
legend  thereon,  and stop  transfer  instructions  were noted on the  Company's
transfer ledgers.

Item 6.    Exhibits and Reports on Form 8-K

     None




















                                      -10-





                             FLUOR DANIEL GTI, 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.





                                                          FLUOR DANIEL GTI, INC.
                                                          ----------------------



Date:      September 15, 1997               /s/ Walter C. Barber
     ----------------------------          -------------------------------------
                                                                Walter C. Barber
                                           President and Chief Executive Officer
                              




Date:      September 15, 1997               /s/ Mary C. Stack
     ----------------------------          -------------------------------------
                                                                   Mary C. Stack
                                                    Vice President and Treasurer















                                      -11-