SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                 _______________________________________________

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

                 For the quarterly period ended August 31, 1996

                                       OR

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

                         Commission file number 0-14830

                         CONTINENTAL HOMES HOLDING CORP.

             (Exact name of registrant as specified in its charter)

                Delaware                                          86-0554624
      (State or other jurisdiction                             (I.R.S. Employer
    of incorporation or organization)                        Identification No.)

   7001 N. Scottsdale Road, Suite 2050                              85253
           Scottsdale, Arizona                                    (Zip Code)
(Address of principal executive offices)

                                 (602) 483-0006
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (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       
                            -------                    -------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

                                                               Outstanding at
Class of Common Stock                                        September 30, 1996
---------------------                                        ------------------
    $.01 par value                                               7,007,330
________________________________________________________________________________
<PAGE>
                         CONTINENTAL HOMES HOLDING CORP.


                                    FORM 10-Q
                              FOR THE QUARTER ENDED
                                 AUGUST 31, 1996


                                TABLE OF CONTENTS


PART I.           FINANCIAL INFORMATION                                     Page

  Item 1.  Financial Statements:
       Consolidated Balance Sheets as of August 31, 1996 and
            May 31, 1996....................................................   3

       Consolidated Statements of Income for the three months ended
            August 31, 1996 and 1995........................................   4

       Consolidated Statements of Cash Flows for the three months ended
            August 31, 1996 and 1995........................................   5

       Notes to Unaudited Consolidated Financial Statements.................   6

  Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations..............................................   8

PART II. OTHER INFORMATION

  Item 3.  Legal Proceedings................................................  13

  Item 4.  Submission of matters to a vote of Security Holders..............  13

  Item 6.  Exhibits and Reports on Form 8-K.................................  13

                                       2
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 August 31,        May 31,
                                                                                   1996             1996
                                                                                   ----             ----
                                                                                       (In thousands)
<S>                                                                               <C>             <C>     
ASSETS
Homebuilding:
      Cash and cash equivalents                                                   $ 24,557        $ 25,236
      Receivables                                                                   12,658          16,693
      Homes, lots and improvements in production                                   371,519         344,880
      Property and equipment, net                                                    2,498           2,271
      Prepaid expenses and other assets                                             21,327          16,797
      Excess of cost over related net assets acquired                               12,320          11,715
                                                                                  --------        --------
                                                                                   444,879         417,592
                                                                                  --------        --------
Mortgage banking:
      Mortgage loans held for sale                                                  21,804          20,350
      Mortgage loans held for long-term investment, net                                 --              86
      Other assets                                                                     460             406
                                                                                  --------        --------
                                                                                    22,264          20,842
                                                                                  --------        --------
      Total assets                                                                $467,143        $438,434
                                                                                  ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Homebuilding:
      Accounts payable and other liabilities                                      $ 61,450        $ 52,240
      Notes payable, senior and convertible subordinated debt                      246,496         244,999
      Deferred income taxes                                                            924           1,236
                                                                                  --------        --------
                                                                                   308,870         298,475
                                                                                  --------        --------
Mortgage banking:
       Notes payable                                                                14,569           5,359
       Bonds payable                                                                    --             168
       Other                                                                         1,038             686
                                                                                  --------        --------
                                                                                    15,607           6,213
                                                                                  --------        --------
       Total liabilities                                                           324,477         304,688
                                                                                  --------        --------

Minority Interest                                                                    4,686           4,797
                                                                                  --------        --------
Commitments and contingencies
Stockholders' equity
       Preferred stock, $.01 par value:
         Authorized - 2,000,000 shares, Issued - None                                   --              --
       Common Stock $.01 par value:
         Authorized - 20,000,000 shares
         Issued - 7,080,900 shares                                                      71              71
       Treasury stock, at cost - 73,570 and 88,265 shares                             (321)           (384)
       Capital in excess of par value                                               60,475          60,396
       Retained earnings                                                            77,755          68,866
                                                                                  --------        --------
       Total stockholders' equity                                                  137,980         128,949
                                                                                  --------        --------
       Total liabilities and stockholders' equity                                 $467,143        $438,434
                                                                                  ========        ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated balance sheets.
                                       3
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>

                                                                  Three months ended
                                                                       August 31,
                                                                       ----------
                                                                  1996            1995
                                                                  ----            ----
<S>                                                            <C>             <C>      
REVENUES
     Home sales                                                 $183,664        $132,946
     Land sales                                                      481          10,761
     Mortgage banking and title operations                         3,266           2,586
     Other income, net                                               235             112
                                                                --------        --------
         Total revenues                                          187,646         146,405
                                                                --------        --------

COSTS AND EXPENSES
Homebuilding:
     Cost of home sales                                          149,674         108,426
     Cost of land sales                                              496          10,831
     Selling, general and administrative expense                  18,640          14,956
     Interest, net                                                 1,385           1,149
Mortgage banking and title operations:
     Selling, general and administrative expense                   2,056           1,724
     Interest, net                                                  (201)             55
                                                                --------        --------

         Total costs and expenses                                172,050         137,141
                                                                --------        --------

Income before income taxes                                        15,596           9,264
Income taxes                                                       6,360           4,040
                                                                --------        --------

Net income                                                      $  9,236        $  5,224
                                                                ========        ========

Earnings per common share                                       $   1.32        $    .75

Earnings per common share assuming full dilution                $    .95        $    .66

Cash dividend per share                                         $    .05        $    .05

Weighted average number of shares outstanding                  7,003,206       6,927,672
                                                               =========       =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated statements.
                                       4
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                            Three months ended
                                                                                                 August 31,
                                                                                                 ----------
                                                                                            1996          1995
                                                                                            ----          ----
                                                                                               (In thousands)
<S>                                                                                         <C>          <C>    
Cash flows from operating activities:
     Net income                                                                             $ 9,236      $ 5,224
         Adjustments to reconcile net income to net
         cash provided (used) by operating activities:
              Depreciation and amortization                                                     812          840
              Minority interest                                                                (111)          --
              Increase (decrease) in deferred income taxes                                     (312)       1,024
Decrease (increase) in assets:
     Homes, lots and improvements in production                                             (18,842)       4,148
     Receivables                                                                              2,824        1,909
     Prepaid expenses and other assets                                                       (4,353)      (3,118)
Increase in liabilities:
     Accounts payable and other liabilities                                                   8,118        3,555
                                                                                            -------      -------
Net cash provided (used) by operating activities                                             (2,628)      13,582
                                                                                            -------      -------

Cash flows from investing activities:
     Net additions of property and equipment                                                   (421)        (123)
     Cash paid for acquisitions, net of cash acquired                                        (1,205)           --
                                                                                            -------      -------
     Net cash used by investing activities                                                   (1,626)        (123)
                                                                                            -------      -------

Cash flows from financing activities:
     Increase (decrease) in notes payable
       to financial institutions                                                              3,948      (11,468)
     Retirement of bonds payable                                                               (168)        (311)
     Stock options exercised                                                                    142           65
     Dividends paid                                                                            (347)        (345)
                                                                                            -------      -------
     Net cash used by financing activities                                                    3,575      (12,059)
                                                                                            -------      -------
     Net increase (decrease) in cash                                                           (679)       1,400
     Cash at beginning of period                                                             25,236       12,848
                                                                                            -------      -------
     Cash at end of period                                                                  $24,557      $14,248
                                                                                            =======      =======

Supplemental  disclosures of cash flow information:  Cash paid during the period
     for:
         Interest, net of amounts capitalized                                               $ 1,643      $ 1,958
         Income taxes                                                                           300      $    --
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated statements.
                                       5
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1.       Basis of Presentation

              The  consolidated  financial  statements  include the  accounts of
              Continental   Homes  Holding  Corp.  and  its  subsidiaries   (the
              "Company").  In the  opinion  of  the  Company,  the  accompanying
              unaudited    consolidated   financial   statements   contain   all
              adjustments  (consisting  of only  normal  recurring  adjustments)
              necessary  to present  fairly the  Company's  financial  position,
              results of operations and cash flows for the periods presented.

              These  consolidated   financial   statements  should  be  read  in
              conjunction  with the  consolidated  financial  statements and the
              related  disclosures  contained in the Company's  annual report on
              Form  10-K  for the  year  ended  May 31,  1996,  filed  with  the
              Securities and Exchange Commission.

              The results of  operations  for the three  months ended August 31,
              1996 are not necessarily  indicative of the results to be expected
              for the full year.

Note 2.       Interest Capitalization

              The  Company  follows  the  practice  of   capitalizing   for  its
              homebuilding  operations  certain  interest costs incurred on land
              under development and homes under  construction.  Such capitalized
              interest  is  included  in cost of home  sales  when the units are
              delivered.  The Company capitalized such interest in the amount of
              $4,479,000 and $4,081,000 and expensed as a component of cost home
              sales  $4,500,000  and $3,662,000 in the three months ended August
              31, 1996 and 1995, respectively.

Note 3.       Notes Payable, Senior and Convertible Subordinated Debt

              Notes  payable,  senior  and  convertible  subordinated  debt  for
              homebuilding consist of:

                                                         August 31,      May 31,
                                                            1996          1996
                                                            ----          ----
                                                              (In thousands)
Notes payable                                            $ 20,565       $ 19,108
10% Senior notes, due 2006, net of
  discount of $1,920 and $1,972                           128,080        128,028
12% Senior notes, due 1999, net of
  premium of $101 and $113                                 11,601         11,613
6-7/8% convertible subordinated notes,
  due 2002                                                 86,250         86,250
                                                         --------       --------
                                                         $246,496       $244,999
                                                         ========       ========
                                       6
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

Note 4.       Interest, net

              The summary of the components of interest, net is as follows:

                                                          Three months ended
                                                               August 31,
                                                               ----------
                                                          1996            1995
                                                          ----            ----
                                                             (In thousands)
Interest expense, homebuilding                          $ 1,466         $ 1,234
Interest income, homebuilding                               (81)            (85)
                                                        -------         -------
                                                        $ 1,385         $ 1,149
                                                        =======         =======

Interest expense, mortgage banking                          177         $   724
Interest income, mortgage banking                          (378)           (669)
                                                        -------         -------
                                                        $  (201)        $    55
                                                        =======         =======
                                       7
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                                     ITEM 2.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

Results of Operations
---------------------
       Homebuilding

         The  following  table  sets  forth,  for the  periods  indicated,  unit
activity, average sales price and revenue from home sales for the Company:

                                                        Quarters ended
                                                           August 31,
                                                           ----------
                                                      1996             1995
                                                      ----             ----
Units delivered                                       1,368            1,029
Average sales price                              $  134,300       $  129,200
Revenue from home sales (000's)                  $  183,664       $  132,946
Percentage increase from prior year                    38.1%            26.5%
Change due to volume                                   32.9%            24.6%
Change due to average sales price                       5.2%             1.9%

         The volume  increase in the quarter  ended August 31, 1996  compared to
the quarter ended August 31, 1995 resulted from improved sales in Denver,  South
Florida and Texas during the fourth  quarter of fiscal 1996,  and the  Company's
expansion into the Dallas, Texas market.

         The following  table  summarizes  information  related to the Company's
backlog at the dates indicated:

                                                      August 31,
                                                      ----------
                                           1996                    1995
                                           ----                    ----
                                     Units       Dollars     Units       Dollars
                                     -----       -------     -----       -------
                                                 (Dollars in thousands)
Phoenix                                  789    $104,450       1,003    $126,424
Texas                                    518      58,117         420      46,733
Florida                                  196      24,460         118      16,731
Denver                                   275      53,974         118      23,901
California                                79      28,279          89      20,388
                                    --------    --------    --------    --------
         Total backlog                 1,857    $269,280       1,748    $234,177
                                    ========    ========    ========    ========

Average price per unit                          $    145                $    134
                                                ========                ========

         The increase in backlog at August 31, 1996  resulted  from record sales
in Denver,  South Florida and Texas during the fourth quarter of fiscal 1996 and
the Company's expansion into the Dallas, Texas market. The aggregate sales value
of new contracts  signed decreased 14% in the three months ended August 31, 1996
compared  to the first  quarter  last year.  Most of the decline was a result of
decreased  order  activity in the  Phoenix  market  during the first  quarter of
fiscal 1997 compared to the first quarter last year. This decline was the result
of a very difficult comparison and not due to a significant deterioration in the
market.  The Company recorded 1,076 net new orders 
                                       8
<PAGE>
with an aggregate sales value of approximately  $143,661,000 for the first three
months ended August 31, 1996  compared to 1,284 net new orders with an aggregate
sales value of approximately $166,183,000 during the first quarter of last year.

         The  following  table  summarizes  information  related to cost of home
sales , selling,  general and administrative ("SG&A") expenses and interest, net
for homebuilding:


                                              Quarters ended August 31,
                                              -------------------------
                                             1996                   1995
                                             ----                   ----
                                      Dollars      %        Dollars        %
                                      -------      -        -------        -
                                               (Dollars in thousands)
Revenue from home sales              $183,664    100.0 %    $132,946     100.0 %
Cost of home sales                    149,674     81.5       108,426      81.6
                                     --------    -----      --------     -----  
Gross profit from home sales           33,990     18.5        24,520      18.4
SG&A expenses                          18,640     10.1        14,956      11.2
                                     --------    -----      --------     -----  
Operating income from homebuilding     15,350      8.4         9,564       7.2
Interest, net                           1,385       .8         1,149        .9
                                     --------    -----      --------     -----  
Pre-tax profit from homebuilding     $ 13,965      7.6 %    $  8,415       6.3 %
                                     ========    =====      ========     =====  


         The increase in total SG&A  expenses  for the quarter  ended August 31,
1996  compared to the quarter ended August 31, 1995 was  principally  due to the
increased volume which increased  variable  marketing costs (sales  commissions,
advertising and model furniture amortization). Additionally, SG&A increased with
the addition of the Dallas  operation  during the first  quarter of fiscal 1997.
SG&A expenses for each home delivered  decreased to $13,626 in the first quarter
of fiscal  1997  compared  to  $14,534 in the first  quarter  of last year.  The
Company capitalizes certain SG&A expenses for homebuilding.  Accordingly,  total
SG&A costs incurred for homebuilding were $21,325,000 for the three months ended
August 31,  1996  compared  to  $16,980,000  for the  corresponding  fiscal 1996
period.

         The Company  capitalizes  certain  interest costs for its  homebuilding
operations and includes such capitalized interest in cost of home sales when the
related units are delivered. Accordingly, total interest incurred by the Company
was $5,945,000 for the three months ended August 31, 1996 compared to $5,315,000
for the three months ended August 31, 1995.  Interest,  net for homebuilding was
$1,385,000  and  $1,149,000 for the three months ended August 31, 1996 and 1995,
respectively.

         The Company's  pre-tax  profit from  homebuilding  for the three months
ended  August  31,  1996  was   $13,965,000   compared  to  $8,415,000  for  the
corresponding  quarter ended August 31, 1995.  Pre-tax  profit  increased in the
first  quarter of fiscal 1997 due  primarily  to  increased  volume and improved
results in all markets.
                                       9
<PAGE>
Mortgage Banking
----------------

         The Company's  mortgage  banking  operations are conducted  through its
wholly-owned  subsidiary  CH Mortgage  Company  ("CHMC").  The  following  table
summarizes operating information for the Company's mortgage banking operations:

                                                       Quarters ended
                                                         August 31,
                                                         ----------
                                                       1996      1995
                                                       ----      ----
                                                   (Dollars in thousands)
Number of loans originated                               877       676

Loan origination fees                                 $  844    $  645
Sale of servicing rights and marketing gains           1,504     1,253
Other revenue                                            280       161
                                                      ------    ------
         Total revenues                                2,628     2,059
General and administrative expenses                    1,721     1,435
                                                      ------    ------
Operating income from mortgage banking                   907       624
Interest, net                                           (201)       59
                                                      ------    ------
Pre-tax profit from mortgage banking                  $1,108    $  565
                                                      ======    ======

         Revenues and general and administrative  expenses from mortgage banking
increased  in the  quarter  ended  August 31, 1996  primarily  as a result of an
increase in  originations  and  expansion  into the Denver,  Miami and  Southern
California markets.

  Consolidated Operations

         As a result of the  aforementioned  items,  net income  was  $9,236,000
($1.32 per share, $.95 fully diluted) for the three months ended August 31, 1996
compared to $5,224,000 ($.75 per share, $.66 fully diluted) for the period ended
August 31, 1995.
                                       10
<PAGE>
Liquidity and Capital Resources
-------------------------------

         The Company's financing needs depend primarily upon sales volume, asset
turnover,  land acquisitions and inventory  balances.  The Company has financed,
and expects to continue to finance,  its working  capital  needs  through  funds
generated by operations and borrowings.  Funds for future land  acquisitions and
construction  costs are  expected  to be provided  primarily  by cash flows from
operations  and  future   borrowings  as  permitted  under  the  Company's  loan
agreements.  On June 27,  1996,  the  Company  entered  into a credit  agreement
("Credit  Agreement")  with a group of banks which  provides  for a $110 million
unsecured  revolving line of credit.  Borrowings under the Credit Agreement bear
interest at LIBOR plus 1.75% or prime plus .125% at the  Company's  election and
subject to the rating on its senior debt.  Available borrowings under the Credit
Agreement  are limited to certain  percentages  of housing unit costs,  finished
lots, land under development and receivables as defined in the Credit Agreement.
As a  result  of this  formula,  the  borrowing  base at  August  31,  1996  was
$93,648,000 and $20,000,000 was  outstanding.  The Company believes that amounts
generated from  operations  and such  additional  borrowings  will provide funds
adequate  to  finance  its  homebuilding  activities  and meet its debt  service
requirements.  The  Company  does not have any current  commitments  for capital
expenditures.

         CHMC has a warehouse line of credit for $25,000,000 which is guaranteed
by the Company.  Pursuant to the warehouse  line of credit,  the Company  issues
drafts to fund its mortgage loans. The amount represented by a draft is drawn on
the warehouse line of credit when the draft is presented for payment.  At August
31, 1996,  the amount  outstanding  under the  warehouse  line of credit and the
amount  of  funding   drafts  that  had  not  been  presented  for  payment  was
$14,569,000.  The Company believes that this line is sufficient for its mortgage
banking operations.

         On November 10, 1995,  the Company  completed  the sale of  $75,000,000
principal amount of its 6-7/8% Convertible Subordinated Notes due November 2002.
On December 5, 1995,  the Company sold an additional  $11,250,000 of such notes.
The  net  proceeds  were  used  to  redeem  the  Company's  6-7/8%   Convertible
Subordinated Notes due March 2002 and to reduce temporarily  outstanding amounts
under  certain  of the  Company's  revolving  lines  of  credit  (including  the
warehouse line of credit).  In connection with the redemption of the notes,  the
Company  recorded,  in the third quarter of fiscal 1996, an extraordinary  loss,
net of taxes,  of  approximately  $859,000 due to the  write-off of  unamortized
discount  and  debt  issuance  costs.  The  Convertible  Notes  are  immediately
convertible into shares of the Company's common stock at a rate of 42.105 shares
for each $1,000 principal amount of Convertible Notes.

         On  April  18,  1996 the  Company  completed  the sale of  $130,000,000
principal  amount of its 10%  Senior  Notes due April  2006.  The  Company  used
approximately  $107,542,000  of  the  net  proceeds  to  repurchase  $98,500,000
aggregate  principal  amount of its 12%  Senior  Notes due 1999.  The  remaining
proceeds were used to reduce  temporarily  outstanding  amounts under certain of
the Company's  revolving  lines of credit.  In connection with the repurchase of
the 12% Senior  Notes,  the Company  recorded,  in the fourth  quarter of fiscal
1996, an extraordinary  loss, net of taxes, of approximately  $6,059,000 related
primarily to a tender offer premium.
                                       11
<PAGE>
         On June 5, 1996, the Company acquired  substantially  all of the assets
of Westchester Homes located in the Dallas/Fort  Worth,  Texas metropolitan area
for approximately $1,300,000 in cash.
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES

                                     PART II
                                OTHER INFORMATION

Item 3.       Legal Proceedings
              -----------------

         The Company is not involved in any legal  proceedings which it believes
would have a material effect on its financial position or operating results. The
suit filed against  William O. Milburn and Ernst & Young  seeking  reimbursement
for the  payments  made to the  Internal  Revenue  Service  in excess of the tax
liability recorded at the time Milburn was acquired has been settled.

Item 4.       Submission of matters to a vote of Security Holders
              ---------------------------------------------------

         At the  Company's  Annual  Meeting of  Stockholders  held on August 29,
1996, the stockholders elected the following persons to the Board of Directors:

             Nominee                              For                Withheld
             -------                              ---                --------
         Donald R. Loback                       6,063,142             428,048
         W. Thomas Hickcox                      6,063,142             428,048
         Robert B. Ryan                         6,063,142             428,048
         Timothy C. Westfall                    6,062,717             428,473
         Peter D. O'Connor                      6,063,142             428,048
         Jo Ann Rudd                            6,063,042             428,148
         William Steinberg                      6,062,942             428,248
         Bradley S. Anderson                    6,063,042             428,148

         The proposed  amendment to the By-Laws was not  approved.  Of 5,591,054
total shares voted,  1,611,208  voted for the proposal,  3,928,096 voted against
the proposal and 51,750 abstained.

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

         (a)    11    Statement of Computation of Earnings Per Share.

                27    Financial Data Schedule.

         (b)    Reports on Form 8-K: There were no reports on Form 8-K filed for
                the three months ended August 31, 1996.
                                       13
<PAGE>
               CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES

                                   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.

                                            CONTINENTAL HOMES HOLDING CORP.


Date:  October 3, 1996                            By:  /s/ Julie E. Collins
                                                       -------------------------
                                                        JULIE E. COLLINS
                                                        Financial Vice President


Date:  October 3, 1996                            By:  /s/ Donald R. Loback
                                                       -------------------------
                                                        DONALD R. LOBACK
                                                        Chief Executive Officer
                                       14