FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[x]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [FEE REQUIRED] For the Fiscal Year ended November 30, 1996

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                          Commission File Number 0-6953

                             LILLY INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

            INDIANA                                        35-0471010
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization                           Identification No.)

                              733 South West Street
                           Indianapolis, Indiana 46225
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                  317-687-6700

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                        Class A Stock, without par value
                                (Title of class)

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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.         [X]
                                 Page 1 of Pages
                             Exhibit Index on Page


<PAGE>



The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of February 13, 1997 was $408,000,000.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of February 13, 1997.

22,431,987 shares of Class A Common Stock, without par value 
339,691 shares of Class B Common Stock, without par value


                       DOCUMENTS INCORPORATED BY REFERENCE

Part II: Items 5                      Annual Report to Shareholders for Fiscal
 through 8                            Year Ended November 30, 1996

Part III: Items 10                    Proxy Statement for Annual Meeting of
 through 13                           Shareholders to be held April 24, 1997


                                        2

<PAGE>



                                     PART I

Item 1.  Business.

                              Business Description

         Lilly Industries, Inc. (referred to herein as "Lilly" or the "Company")
was incorporated under the laws of the State of Indiana on December 5, 1888. The
Company is  principally  in the business of  formulating,  producing and selling
industrial coatings to manufacturing companies. The Company also markets various
household furniture care and automotive  aftermarket  products.  No one class of
similar products (other than protective and decorative  coatings)  accounted for
10% or more of  consolidated  revenues  of the  Company in any of the last three
fiscal years,  and the Company has only one  reportable  industry  segment.  The
Company employs approximately 2,140 people.

    On  April  8,  1996 the  Company  acquired  all the  outstanding  shares  of
Guardsman  Products,  Inc.("Guardsman")  for  $235  million  in  cash.  Like the
Company,  Guardsman  was in the business of  formulating,  producing and selling
industrial  coatings.  Guardsman also marketed various household  furniture care
and automotive aftermarket products.

   The  Company's  principal  products  include  wood  coatings  for  furniture,
building products and cabinets; coil coatings for building products,  appliances
and transportation equipment; specialty coatings for a variety of metal products
and  fiberglass  reinforced  products;  powder  coatings  for a variety of metal
products;  glass coatings for mirrors;  household  furniture care products;  and
automotive   aftermarket  products.  The  Company  manufactures  its  industrial
coatings from a variety of resins,  pigments,  solvents and other chemicals, the
bulk of which are obtained  from  petrochemical  feed stocks.  In addition,  the
Company  uses  silver and  copper.  Under  normal  conditions,  all of these raw
materials are available on the open market, although prices and availability are
subject to fluctuation from time to time.

     The Company's products are sold into industrial markets through a technical
sales force of  approximately  590 people.  Some  products are also sold through
retail   outlets  or  through   distributors.   The  Company  sold  products  to
approximately 6,000 different industrial customers during 1996.(1)

-------- 
(1)  References in this Form 10-K are  references to the Company's  fiscal years
ended November 30, 1994, 1995 and 1996.

                                        3

<PAGE>


     Most of the Company's  customers are located  throughout  the United States
and  Canada,  with  remaining  customers  concentrated  in Asia and  Europe.  No
material  part of the  business  is  dependent  on any single  customer or a few
customers,  the  loss of which  would  have a  material  adverse  effect  on the
Company.  During  1996,  the  Company's  operations  outside  the United  States
accounted for approximately 17% of its total net sales.  Information  concerning
the Company's net sales,  pre-tax profit and assets in foreign countries and the
United States for the three years ended November 30, 1996 is set forth in Note 9
in the Notes to Consolidated  Financial  Statements in the Company's 1996 Annual
Report to Shareholders. Note 9 is incorporated herein by reference.

      Lilly's  Corporate  Technology Center as well as laboratories at its major
facilities  emphasize  the  development  of product  finishes  to meet  specific
requirements  of  customers  and  the  maintenance  of  quality  throughout  the
manufacturing  process.  They are also engaged in research  directed  toward the
development of new products and new  manufacturing  and application  techniques.
Research and development  expenses were $17.3 million (3.4% of net  sales),$13.2
million (4.0% of net sales), and $13.0 million (3.9% of net sales) for the years
ended  November  30,  1996,  1995 and 1994,  respectively.  Future  research and
development  expenses  as a percent  of net sales are  anticipated  to remain at
current levels with emphasis on new product development.

      Although the Company holds several  patents and  trademarks  and considers
patent and trademark protection to be important from an overall standpoint, none
are  currently  material  (as a  percent  of total  revenues)  to the  Company's
business  as a whole.  The many  patents and  licenses  for glass  coatings  are
material  to those  specific  products  and new patents  are  continually  being
developed to replace older patents as they expire.

     The Company has no significant  backlog of orders.  No material part of the
business is subject to  renegotiation  of profit or  termination of contracts or
subcontracts  at the election of the  Government.  Historically,  first  quarter
operating results are below operating  results for the second,  third and fourth
quarters due to lower demand for the Company's products during this time period.



                                        4

<PAGE>



       The industrial coatings industry is very competitive. There are more than
700  manufacturers  of  protective  and  decorative  coatings in North  America.
Manufacturers  are comprised of large  international  companies as well as small
regional firms. No one manufacturer  dominates.  Competitive  advantages include
developing  coatings that meet  specific  customer  requirements,  pricing those
coatings  competitively  and  delivering  quality  products on time.  Industrial
coatings  manufacturers also need to keep pace with  technological  developments
particularly as they relate to environmental demands.

        Lilly is among the five largest  manufacturers of industrial coatings in
North America based on annual sales to industrial customers.  The Company is the
leading  supplier of residential  wood furniture  coatings and also has a strong
presence  in  other  product  markets.  Although  Lilly  is  among  the top five
producers of industrial  coatings,  some competitors have far greater  financial
resources than the Company.

      The Company  undertakes  to comply with  applicable  laws  regulating  the
discharge  of  materials  into the  environment  or  otherwise  relating  to the
protection  of the  environment  and the Company  believes it is in  substantial
compliance with such federal,  state and local provisions.  Capital expenditures
for this purpose were not material in fiscal 1996, and capital  expenditures for
this purpose are not anticipated to be material for 1997.

     In addition,  like most companies in the paint and coatings  industry,  the
Company  has been  named as a  potentially  responsible  party (a  "PRP") by the
United States Environmental  Protection Agency ("EPA") or similar state agencies
with respect to several  inactive waste  processing  and/or disposal sites where
clean-up  costs have been or may be  incurred  under the  Federal  Comprehensive
Environmental  Response,  Compensation  and  Liability  Act  and  similar  state
statutes.  While the  Company is not  usually a major  contributor  of wastes to
these sites,  each  contributor may face agency  assertions of joint and several
liability.  Generally,  however,  a final  allocation  of costs is made based on
relative  contributions  of wastes to the site.  The Company also,  from time to
time,   conducts  or  participates  in  remedial   investigations  and  clean-up
activities at currently and formerly occupied facilities.

     The  Company  is  continually   assessing  its  environmental  matters  and
establishing  reserves  to handle  these  matters as they arise.  The  Company's
experience to date leads it to believe that it will have continuing expenditures
for compliance  with  provisions  regulating  protection of the  environment and
remediation  efforts  at waste  and  manufacturing  sites.  However,  management
believes  that such  expenditures  will not have a  material  adverse  effect on
operating results or the financial condition of the Company as a whole.




                                                         5

<PAGE>



                        Executive Officers of the Company

     The executive  officers of the Company,  the age of each, the positions and
offices  held by each during the last five years,  and the period  during  which
each has served in such positions and offices are as follows:

     Name of
Executive Officer            Age               Positions and Offices Held

Larry H. Dalton              49                Vice President - Operations
                                               and Manufacturing since July,
                                               1994; General Manager of the
                                               Company's Indianapolis Division
                                               from  prior to 1992 to
                                               July, 1994.

William C. Dorris            53                Director since 1989; Vice
                                               President - Corporate
                                               Development since July, 1994;
                                               General Manager of the
                                               Company's High Point Division
                                               from prior to 1992 to July,
                                               1994; of the Company's
                                               Templeton Division from prior
                                               to 1992 to July, 1994; and of
                                               the Company's Dallas Division
                                               from 1993 to July, 1994.

Douglas W. Huemme            55                Director since 1990; Chairman,
                                               President and Chief Executive
                                               Officer of the Company since
                                               prior to 1992.

A. Barry Melnkovic           39                Vice President - Human
                                               Resources since April, 1996;
                                               Director, Corporate Employee &
                                               Labor Relations and Director
                                               Corporate Compensation and
                                               Benefits, Cummins Engine
                                               Company, Inc., August, 1993 to
                                               February, 1996; Division Human
                                               Resource Manager, Ashland
                                               Chemical, Inc. from prior to
                                               1992 to August,  1993.

Kenneth L. Mills             48                Assistant Secretary since prior
                                               to 1992; Treasurer from prior
                                               to 1992 until October, 1993;
                                               Corporate Accounting Director
                                               since October, 1993.

     Each executive officer will serve as such until his successor is chosen and
qualified. No family relationships exist among the Company's executive officers.


                                                         6

<PAGE>



Item 2.  Properties.

     The Company has 31 principal  facilities.  The  locations  and  approximate
square footage at those facilities are as follows:

     Location                                                        Square Feet

     High Point, North Carolina (2 locations)                          320,000
     Indianapolis, Indiana (2 locations)                               296,000
     Grand Rapids, Michigan                                            165,000
     Fremont, Michigan                                                 120,000
     North Kansas City, Missouri                                       106,000
     London, Ontario, Canada                                           103,000
     Bowling Green, Kentucky                                            94,000
     Moline, Illinois                                                   76,000
     Cornwall, Ontario, Canada                                          71,000
     Kaohsiung Hsien, Taiwan, R.O.C.                                    64,000
     Montebello, California                                             58,000
     Charlotte, North Carolina                                          57,000
     Rocky Hill, Connecticut                                            57,000
     Gardena, California                                                52,000
     Paulsboro, New Jersey                                              47,000
     Dothan, Alabama                                                    42,000
     South Gate, California                                             41,000
     Dallas, Texas                                                      36,000
     Little Rock, Arkansas                                              35,000
     Seattle, Washington                                                30,000
     Elkhart, Indiana                                                   25,000
     Guangdon, China                                                    25,000
     Selangor, Malaysia                                                 20,000
     Davie, Florida                                                     14,000
     Woodbridge, Connecticut                                            13,000
     Ballinamore, Ireland                                               12,000
     Oxfordshire, England                                               12,000
     Wallenfels, West Germany                                            9,000
     Singapore                                                           1,000

All of these principal  facilities  noted above are owned directly or indirectly
by the Company,  except for the facilities in Grand Rapids,  Michigan,  Gardena,
California,  Guangdon,  China,  Selangor,  Malaysia,  Oxfordshire,  England, and
Singapore  which are leased.  The  facilities  are of varying ages, and are well
maintained and adequate for their present uses.  Additional  productive capacity
at these  facilities is generally  available by increasing  the number of shifts
worked.  The  Company  also owns the  Corporate  Technology  Center  and  office
facilities in Indianapolis which contain approximately 37,000 square feet.

Item 3.  Legal Proceedings.

     The  Company is  involved  in various  litigation  and other  asserted  and
unasserted claims arising in the ordinary course of business, primarily relating
to  product  warranty  and  clean-up  costs  at  independently   operated  waste
treatment/disposal  sites  previously used by the Company or the predecessors of
businesses  purchased  by the  Company.  While the  results of lawsuits or other
proceedings

                                        7

<PAGE>



against the Company cannot be predicted with certainty, management believes that
uninsured and unreserved losses, if any, arising from these proceedings will not
have a  material  adverse  effect  on the  business  or  consolidated  financial
position of the Company.



                                        8

<PAGE>



Item 4.  Submission of Matters to a Vote of Security Holders.

     No matter was  submitted  during  the  fourth  quarter of 1996 to a vote of
security holders through the solicitation of proxies or otherwise.


                                     PART II

Item 5.       Market for Company's Common Equity and Related
              Stockholder Matters.

     The information  required by this item is incorporated by reference  herein
from the  information  included under caption  "Dividend  Information and Common
Stock  Prices"  in the  Company's  1996  Annual  Report to  Shareholders  and is
included in Exhibit 13. There is no  established  public  trading market for the
Company's Class B Common Stock.

Item 6.       Selected Financial Data.

     The information  required by this item is incorporated by reference  herein
from the information included under the caption "Selected Financial Data" in the
Company's 1996 Annual Report to Shareholders and is included in Exhibit 13.

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

     The information  required by this item is incorporated by reference  herein
from the  information  included under the caption  "Management's  Discussion and
Analysis of Results of Operations and Financial Condition" in the Company's 1996
Annual Report to Shareholders and is included in Exhibit 13.

Item 8.       Financial Statements and Supplementary Data.

     The  consolidated  financial  statements of the Company are incorporated by
reference from the Company's 1996 Annual Report to Shareholders and are included
in Exhibit 13.

Item 9.       Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure.

     No information  is required to be disclosed  under this item of this report
pursuant to Instruction 1 to Item 304.




                                        9

<PAGE>



                                    PART III

Item 10.              Directors and Executive Officers of the Company.

     The  information  required by this item with  respect to  directors  of the
Company is incorporated  herein by reference from the section entitled "Proposal
I, Election of Directors" of the Company's  definitive Proxy Statement  relating
to its Annual Meeting of Shareholders to be held April 24, 1997. See Part I, for
a list of the  Company's  executive  officers,  and their  ages,  positions  and
offices.

Item 11.              Executive Compensation.

     The information  required by this item is incorporated  herein by reference
from the  sections  entitled  "Cash  Compensation  of  Executive  Officers"  and
"Non-Cash Compensation Arrangements" of the Company's definitive Proxy Statement
relating to its Annual Meeting of Shareholders to be held April 24, 1997.

Item 12.              Security Ownership of Certain Beneficial Owners and
                      Management.

     The information  required by this item is incorporated  herein by reference
from the sections entitled  "Outstanding Shares and Voting Rights" and "Proposal
I, Election of Directors" of the Company's  definitive Proxy Statement  relating
to its Annual Meeting of Shareholders to be held April 24, 1997.

Item 13.              Certain Relationships and Related Transactions.

     The information  required by this item, if any, is  incorporated  herein by
reference from the section  entitled  "Proposal I, Election of Directors" of the
Company's   definitive  Proxy  statement  relating  to  its  Annual  Meeting  of
Shareholders to be held April 24, 1997.




                                       10

<PAGE>



                                     PART IV

Item 14.              Exhibits, Financial Statement Schedules, and Reports on
                      Form 8-K.

(a)-1     The following items,  included in the Company's 1996 Annual Report
          to  Shareholders,  are  incorporated  herein by reference  and are
          included herein in Exhibit 13.

          Report of Independent Auditors

          Consolidated Balance Sheets --
          November 30, 1996 and 1995

          Consolidated Statements of Income and Retained Earnings -- Years ended
          November 30, 1996, 1995 and 1994

          Consolidated Statements of Cash
          Flows -- Years ended November 30, 1996,
          1995 and 1994

          Notes to Consolidated Financial
          Statements -- November 30, 1996


(a)-2     The following financial statement schedule is filed as a
          part of this report.


Schedule

          Valuation and Qualifying Accounts


All other  schedules for which  provision is made in the  applicable  accounting
regulation of the Securities and Exchange  Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.



                                       11

<PAGE>



(a)-3         Exhibits.

     Exhibits Incorporated by Reference

     2                Merger Agreement,  dated March 4, 1996, by and among Lilly
                      Industries, Inc., LP Acquisition Corporation and Guardsman
                      Products,  Inc. This document is incorporated by reference
                      to  Exhibit 2 to the  Company's  Form 8-K  Current  Report
                      filed with the SEC on April 22, 1996.

     3(b)             The Company's Code of By-Laws, as amended. This exhibit is
                      incorporated by reference to Exhibit 3(b) to the Company's
                      Form 10-K Annual Report for the fiscal year ended November
                      30, 1993.

     4(a)             Rights agreement, dated as of January 12, 1996,
                      between Lilly Industries, Inc. and KeyCorp
                      Shareholder Services, Inc. as Rights Agent.  This
                      Document is incorporated by reference to Exhibit 4
                      to the Company's Form 8-A filed with the SEC on
                      January 23, 1996.

     4(b)             See Exhibit 10(h).

     *10(b)           Lilly Industries,  Inc. Unfunded  Supplemental  Retirement
                      Plan (as in effect  November  29,  1990).  This exhibit is
                      incorporated   by  reference  to  Exhibit   10(b)  to  the
                      Company's  Form 10-K  Annual  Report for the  fiscal  year
                      ended November 30, 1990.

     *10(c)           Lilly Industries, Inc. Unfunded Excess Benefit
                      Plan. This exhibit is incorporated by reference to Exhibit
                      10(c) to the  Company's  Form 10-K  Annual  Report for the
                      fiscal year ended November 30, 1989.

     *10(d)           Lilly Industries, Inc. Second Unfunded Supplemental
                      Retirement Plan effective June 4, 1990.  This
                      exhibit is incorporated by reference to Exhibit
                      10(f) to the Company's Form 10-K Annual Report for
                      the fiscal year ended November 30, 1990.

     *10(e)           Lilly  Industries,  Inc.  Termination  Benefits  Agreement
                      (form of agreement applicable to 2 officers). This exhibit
                      is  incorporated  by  reference  to  Exhibit  10(g) to the
                      Company's  Form 10-K  Annual  Report for the  fiscal  year
                      ended November 30, 1990.









                                                        12

<PAGE>



     *10(f)           Lilly Industries, Inc. 1991 Director Stock Option
                      Plan. This exhibit is incorporated by reference to
                      Exhibit 10(i) to the Company's Form 10-K Annual
                      Report for the fiscal year ended November 30, 1991.

     *10(g)           Lilly Industries, Inc. 1992 Stock Option Plan.
                      This exhibit is incorporated by reference to Exhibit 10(j)
                      to the  Company's  Form 10-K Annual  Report for the fiscal
                      year ended November 30, 1991.

     10(h)            Credit Agreement, dated as of April 8, 1996, between Lilly
                      Industries, Inc., the Lenders Signatory thereto, NBD Bank,
                      N.A., as Agent and Harris Trust and Savings Bank, Comerica
                      Bank,   Mercantile   Bank  of  St.  Louis  and  Bank  One,
                      Indianapolis,    N.A.,   Co-Agents.   This   document   is
                      incorporated  by reference  to Exhibit 4 to the  Company's
                      Form 8-K  Current  Report  filed with the SEC on April 22,
                      1996.

     -------------------

     *                Management contracts and compensatory plans
                      required to be filed pursuant to Item 14(c) of Form
                      10-K.






                                                        13

<PAGE>



     Exhibits Filed Herewith:


     3(a)             The Company's Amended and Restated Articles of
                      Incorporation.

  *  10(i)            Lilly Industries, Inc. Executive Retirement Plan
                      (effective as of January 1, 1996).

  *  10(j)            Lilly Industries, Inc. Replacement Plan (effective
                      as of January 1, 1996) and Trust Agreement for Lilly
                      Industries, Inc. Replacement Plan between Lilly
                      Industries, Inc. and Bankers Trust Company of Des Moines
                      dated September 27, 1996.

     11               Computation of Earnings Per Share.

     13               Excerpts from the Lilly Industries, Inc. 1996
                      Annual Report.

     21               List of Subsidiaries.

     23               Consent of Ernst & Young LLP.

     27               Financial Data Schedule.

     (b)              No reports on Form 8-K were filed during the fourth
                      quarter of fiscal year 1996.

     (c)              The response to this portion of this item is
                      submitted as a separate section of this report.

     (d)              The response to this portion of this item is
                      submitted as a separate section of this report.
----------

     *    Management contracts  and  compensatory  plans  required  to be  filed
          pursuant to Item 14(c) of Form 10-K


                                       14

<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date:         February 21, 1997
                                                 LILLY INDUSTRIES, INC.


                                                 /s/ Douglas W. Huemme
                                                 --------------------------
                                                 Douglas W. Huemme,
                                                 Chairman, President and
                                                 Chief Executive Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of the Company
and in the capacities and on the dates indicated.

        Signature                      Title                         Date
----------------------------     -------------------          ------------------
(1)  Principal Executive
     Officer and Director


/s/ Douglas W. Huemme            Chairman, President           February 21, 1997
-----------------------          and Chief Executive
Douglas W. Huemme                Officer



(2)  Corporate Accounting
     Director and Principal
     Accounting Officer


/s/ Kenneth L. Mills             Corporate Accounting          February 21, 1997
-----------------------          Director and
Kenneth L. Mills                 Assistant Secretary




<PAGE>

(4)  A majority of the
     Board of Directors


/s/  H. J. Baker                 Director                     February 21, 1997
----------------------
H. J. (Jack) Baker


/s/ James M. Cornelius           Director                     February 21, 1997
----------------------
James M. Cornelius               



/s/ William C. Dorris            Director                     February 21, 1997
----------------------
William C. Dorris



/s/ Paul K. Gaston               Director                     February 21, 1997
----------------------
Paul K. Gaston



/s/ Harry Morrison, Ph.D.        Director                     February 21, 1997
----------------------
Harry Morrison, Ph.D.



/s/ John D. Peterson             Director                     February 21, 1997
----------------------
John D. Peterson



/s/ Thomas E. Reilly, Jr.        Director                     February 21, 1997
----------------------
Thomas E. Reilly, Jr.



/s/ Van P. Smith                 Director                     February 21, 1997
----------------------
Van P. Smith



/s/ Richard A. Steele            Director                     February 21, 1997
----------------------
Richard A. Steele


<PAGE>

                                  SCHEDULE II
                       VALUATION AND QUALIFYING ACCOUNTS
                    LILLY INDUSTRIES, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>


COL. A                          COL. B                             COL. C                           COL. D             COL. E
------                          ------         ----------------------------------------------       ------             ------
                                                                  Additions                              
Description                     Balance at         (1)               (2)             (3)            Deductions-         Balance
                                Beginning       Charged to        Charged to      Acquired in        Describe          at End of
                                of Period       Costs and        Other Accounts    Business                             Period
                                                Expenditures      -Describe       Combination  
<S>                             <C>              <C>                  <C>            <C>            <C>               <C>       
Year ended November 30, 1996:                                                                    
     Reserve and allowances                                                                      
          deducted from asset                                                                    
          accounts:                                                                              
     Allowance for doubtful                                                                      
          accounts receivable   $2,050,922       $  510,826       $   --            $729,307           $585,296 (A)     $2,705,759
                                ==========       ==========       ======            ========           ========         ==========
                                                                                  
Year ended November 30, 1995:                                                                    
     Reserves and allowances                                                                     
          deducted from asset                                                                    
          accounts:                                                                              
     Allowance for doubtful                                                                      
     accounts receivable        $1,758,769       $  600,717       $   --            $     --           $308,564 (A)     $2,050,922
                                ==========       ==========       ======            ========           ========         ==========
                                                                                                   
Year ended November 30, 1994:                                                                      
     Reserves and allowances                                                                       
          deducted from asset                                                                      
          accounts:                                                                                
     Allowance for doubtful                                                                        
          accounts receivable   $1,353,042       $  790,422       $   --            $     --           $384,695 (A)     $1,758,769
                                ==========       ==========       ======            ========           ========         ==========
                                                                                                 
</TABLE>                                                                        
                                                                              


Note A - Uncollectible accounts receivable charged off, net of recoveries.




                                       17