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

                                FORM 10-KSB

(Mark One)
      
     (X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF        
          THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                  For the fiscal year ended June 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 0-7655

                       LIFE RESOURCES, INCORPORATED                   
          (Exact name of registrant as specified in its charter)

          Oregon                                    93-0475404             
(State or other jurisdiction of                 (I.R.S. Employer           
incorporation or organization)                 Identification No.)         

101 East Redlands Boulevard, Suite 206
Redlands, California                                     92373    
(Address of principal executive office)               (Zip Code)

Registrant's telephone number, including area code  (909) 793-3000

Securities registered pursuant to section 13(b) of the Act:
                                             
                                             Name of each exchange         
          Title of each class                on which registered           

               None                                None     

Securities registered pursuant to Section 12(g) of the Act:

                       Common Stock, $.01 par value
                             (Title of Class)

     Indicate by check mark whether the registrant (1) has filed
all reports to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past
90 days.
                          Yes          No   X   


     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.   ( )

     Registrant has 5,292,095 shares of Common Stock outstanding
as of June 30, 1996.  Registrant is unaware of any brokerage firm
making a market in its common stock during the past five years.

<PAGE>
                                  Part I


Item 1.  Description of Business

Life Resources Incorporated (the "Registrant") was formed in
April 1970 through the merger of Fidelity Capital Corporation, a
California corporation incorporated in March 1970, and
Trailerdyne, Inc., an Oregon corporation incorporated in June
1959.  Assets consisted of real estate holdings in San Bernardino
County, California.

In 1970, Registrant acquired Sam Andy Foods, Inc., which was
engaged in packaging and sales of dehydrated foods, and later
changed the name to United Commodities International, a wholly-
owned subsidiary.  In 1971, Registrant acquired 81% of the
outstanding shares of Ski Park City West, Inc., a Utah
corporation, which owned and operated a ski resort in Park City,
Utah, and had several real estate holdings.  Registrant disposed
of all of its interest in the stock and the ski resort operation
in December 1972.

In 1973, Registrant purchased the assets of the preformed
tumbling media division of Norton Industries, located in
Massachusetts, and all of the stock of Fortune Industries, a
Michigan corporation that manufactured preformed tumbling media
abrasive products, and combined the two operations into LRI
Industries, a wholly-owned subsidiary.

In October 1976, Registrant sold all of the assets of United
Commodities International.

Between 1976 and 1981, Registrant sold all of its remaining real
estate holdings.

In June 1983, Registrant sold all of the assets, properties, and
business of LRI Industries for cash and notes.  On June 30, 1994,
the balance of the Note Receivable was $253,600, before deduction
of unamortized discount.  On November 28, 1994 Registrant
accepted a reduced payment of $95,000 to settle the note.  

During fiscal 1996, 1995, and 1994, Registrant had no ongoing
operating business.  Operations consist of payment of its
liabilities.

At a meeting held on May 20, 1993, the Board of Directors agreed
to acquire two parcels of real property ("Parcel 1" and   
"Parcel 2") located in Loma Linda, California, at the corner of
Barton Road and New Jersey (collectively, the Property) from J.
Robert West and Donna H. West, husband and wife. 

<PAGE>
                         Part I, Continued

Item 1.  Description of Business, Continued

On June 16, 1993, the Registrant acquired real property located
in Loma Linda, California, the Property from J. Robert West and
Donna H. West.  In exchange for the Property, the Company issued
to J. Robert West and Donna H. West 100,000,000 shares of common
stock, valued at $.01 per share.  After the transfer, J. Robert
West owned 103,568,298 shares, which represented a 94.5 percent
ownership interest in the Company's voting securities.  At the
date of transfer, Registrant recorded the Property at J. Robert
West's historical cost basis of $1,855,029.  At June 30, 1996 and
1995, the property was subject to outstanding obligations of
$1,035,269 and $1,115,329, respectively, including an obligation
of $372,000  owed to a company wholly owned by J. Robert West.


The Company plans to continue to develop the project on Parcel 1
of the Property by completing the mechanical and engineering
plans and obtaining permits from the City of Loma Linda.  Funds
to complete this development and service the debt will be sought
from outside sources.  J. Robert West, a director of the Company,
intends to continue to loan needed funds until additional sources
are obtained.  Additional sources are expected to be derived from
possible partnerships, joint ventures, equity funding to the
Company, and/or financial institutions.  Parcel 2 will be held
for later development.  However, both parcels may be sold if
appropriate offers are received.  A sale or joint venture
arrangement would be entertained either now or after completion
of the projects.  This would be subject to market conditions and
terms.

In October 1994 the Board of Directors authorized, and the
Company effected, an issuance of 21,093,679 shares of Common
Stock to certain individuals (who later became Board members) who
will be important to the future success of the Company.  This
issuance of stock represented 19.3 percent of the Company.  Since
the equity book value of the Company was negative, and since the
Company has no ongoing operations, the compensatory value of the
stock was deemed to have no value.  Consequently, no amounts were
booked to reflect the issuance of these shares.

In February 1995 the Company issued a private placement of
1,200,000 shares of Common Stock to a private investor.  The
issuance was made for $120,000 and represented 0.9 percent of the
Company.  The price paid for the stock was not representative of
any then measurable value of the Company.  The issuance was made
pursuant to Regulation D, which is exempt from registration based
on Section 4(2) of the Federal Securities Act of 1933.

<PAGE>
                            Part I, Continued

Item 1.   Description of Business, Continued

On March 1, 1996 the registrant purchased certain assets and
liabilities of J. Robert West M.D., Inc. dba Awest Dermatology
and Surgery Medical Group ("Awest").  This event was reported as
executed by the registrant in a Form 8-K filing dated March 1,
1996.

This transaction was not executed and, as such, both parties have
agreed to postpone this transaction to a future date.  It is the
intent of the parties to reconsider the transaction in the
future.

Both parties, including the registrant, have agreed to continue
ongoing, separate operations until such time that final
arrangements for the transaction can be resolved.

Item 2.  Description of Property

The corporate office of Registrant is located at 101 East
Redlands Boulevard, Suite 206, Redlands, California  92373.  The
office is furnished by the Chairman of the Board at no cost to
the Company.  Registrant believes that the facility is well
maintained and adequate for present operations.

In May of 1993, J. Robert West offered the Property to the
Company.  The terms for the Company's acquisition of the Property
from J. Robert West were as follows:

1.   The total purchase price for the Property was $2,722,000
     (the "Purchase Price") and was based on the appraisal of
     R.B. Broadbelt, M.A.I., dated January 15, 1993.  The
     appraiser was retained by J. Robert West and not by the
     Board of Directors and is addressed to J. Robert West and
     not to the Company, its board, or stockholders.  The board
     received no separate independent appraisal.  The appraiser
     was paid $7,500 by J. Robert West.  According to the
     Appraisal, Parcel 1 was valued at $1,292,000 and Parcel 2 
     was valued at $1,430,000 as of November 24, 1992, for a
     combined fair market value of $2,722,000.  

2.   The Purchase Price was payable as follows:

     a.   Company issued to J. Robert West and Donna H. West a          
          total of 100,000,000 shares (4,000,000 post-split
          shares)  of its common stock valued at $.01 per share
          for a total value of $1,000,000.  Several factors were
          considered by the Board of Directors in establishing
          the value of the shares, including, but not limited to,

<PAGE>
                        Part I, Continued
                                      
Item 2.   Description of Property, Continued

          the fact that the shares to be issued would transfer            
          control to J. Robert West.  As a practical matter,
          however, J. Robert West already exerted substantial
          control over the Company's operations given his 37.4%
          interest as the largest stockholder.  The Board of
          Directors also determined that the value of the shares
          offered to J. Robert West in return for the Property
          was fair given the fact that the book value of the
          shares was less than $.01 per share and the appraised 
          value of the Property, less liabilities, was
          $1,000,000.  Furthermore, the Board of Directors
          determined that the acquisition was in the best
          interests of the Company because it provided a          
          substantial contribution of a capital asset to the                    
          Company and business opportunities for the Company in                 
          the development and operation of the Property.
     
          J. Robert West has been the sole supplier of funds  
          required from outside the Company.  Such funds have 
          been loaned to the Company.  The value of $.01 per
          share was established by the Board of Directors, J.
          Robert West abstaining, as the maximum then fair market
          value of the Company's shares based on the following: 
          (i) the above-mentioned facts, (ii) the shares had a
          book value of less than $.01 per share, and (iii) there
          has been no active market or market price for the sale
          of the stock.

     b.   The Company assumed existing mortgage liabilities 
          encumbering the Property totaling approximately        
          $1,722,000 (the balance of the Purchase Price).  The
          existing liabilities against the Property consisted of
          three loans collateralized by Parcel 1 and two loans
          collateralized by Parcel 2.  The mortgage liability
          balances at June 30, 1996 are as follows:

<PAGE>

                                   Part I, Continued

Item 2.  Description of Property, Continued

               Description                                 Loan Amount

          (1)  Note payable to bank, collateral-
               ized by Parcel 1, interest and
               principal due monthly at a variable
               rate of 2.5% above the bank's prime
               lending rate (an effective rate of 
               10.75% at June 30, 1996).  The note 
               was due May 5, 1996.  In September,
               1996, the registrant refinanced with
               the bank, interest and principal due
               monthly at a variable rate of 2.5% 
               above the bank's prime lending rate,
               with a final payment due in November,
               1998.                                          279,846

          (2)  Note payable to bank, collateral-
               ized by Parcel 2, interest and
               principal due monthly at a variable
               rate of 2.5% above the bank's prime
               lending rate (an effective rate of
               10.75% at June 30, 1996).  The note 
               was due on May 5, 1996.  In September, 
               1996, the registrant refinanced with 
               the bank, interest and principal due 
               monthly at a variable rate of 2.5% 
               above the bank's prime lending rate, 
               with a final payment due in 
               November, 1998.                                308,423

          (3)  Note payable to an individual,
               collateralized by Parcel 1, 
               interest only due monthly at 11%
               per annum, due on demand or June 30,
               1998.                                           75,000           

          (4)  Subordinated note payable to a 
               director and controlling shareholder, 
               collateralized by Parcel 1, interest 
               (7% per annum) and principal payable
               on June 14, 1998.                              372,000

               Total                                       $1,035,269

     Loan (4) was originally a loan from J. Robert West, M.D.,
     Inc. to J. Robert West.  These loans were         
     collateralized by trust deeds on the Property.  The         
     Company assumed all obligations on the Property.

<PAGE>
                      Part I, Continued

Item 2.  Description of Property, Continued            

     Offsite improvements as required by the City of Loma Linda
     were completed for the two parcels prior to acquisition by
     the Company, including water and sewer lines, street
     improvements, curb and gutter, fire hydrants, sidewalks, and
     storm drains.  Perimeter block and retaining walls required
     for the project were also completed.  A precise plan of
     design for a medical office building and parking lot for
     Parcel 1 were completed and approved by the City of Loma
     Linda.  Mechanical and working drawings were in progress and
     were submitted to the City for approval.  During the Fiscal
     year ended June 30, 1996, no development took place.  The
     Company would entertain a sale of the project either now or
     after completion and/or consider joint venture arrangements. 
     The decision has not been made as to whether the Company
     would manage the project or engage a management company
     after completion.  Market conditions will impact the
     progress of the project.  It is anticipated that funds for
     the project will come from outside financing and a director
     of the Company.  The Company has no business operations
     other than those related to the Property.  

     Should the Property be sold, proceeds received from such
     liquidation of the Property will be used for working
     capital, reduction of debt, mergers or acquisitions, or any
     other purposes that the Board of Directors believes to be in
     the best interests of the Company.  It is not possible at
     this time to determine the approximate amount of net
     proceeds to be devoted to each purpose.

     On June 30, 1995 the combined fair market value of the
     properties was ascertained to be $1,635,029.  The land was
     written down to its fair market value as of that date.

     On June 30, 1996 the combined fair market value of the
     properties was ascertained to be $1,065,000.  The land was
     written down to its fair market value as of that date.  The
     write down of the land to fair market value does not include
     any costs of disposal as the Company is still considering
     development of the property.


Item 3.    Legal Proceedings 

None.

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

None.

<PAGE>

                                  Part II

Item 5.   Market for Common Equity and Related Stockholder Matters

Registrant is unaware of any brokerage firm making a market in
its common stock during the past five years.  The Company does
not have any stock option, stock purchase, or any other
compensation or incentive plan now in effect or in effect within
the last ten years.

Following is the approximate number of holders of record of each
class of equity securities of Registrant as of June 30, 1996,
determined from Registrant's records of stock transfers.

                                             Number of Record
          Title of Class                          Holders    

     Common stock, $.01 par value                 1,200

Item 6.   Management's Discussion and Analysis or Plan of Operation

In 1996, interest expense was relatively consistent with 1995.  

In 1996, general and administrative expenses increased from 1995
primarily due to consulting and legal fees associated with
potential acquisitions of physician groups.

In 1995, the Company incurred a $100,899 loss on the early
settlement of a note receivable.  In 1996 and 1995, the Company 
incurred losses of approximately $570,000 and $220,000,
respectively, on the write down of the land to its fair market
value.

The net loss in 1996 increased by approximately 45% from the
prior year due primarily to the 1996 loss on the write down of
the land to its fair market value.

<PAGE>

                            Part II, Continued

Item 6.   Management's Discussion and Analysis or Plan of Operation

Liquidity and Capital Resources

On June 30, 1996 and June 30, 1995, Registrant's liabilities
exceeded its assets by $1,358,388 and $482,474, respectively.
There were no capital expenditures during fiscal 1996.

The primary asset of the Company consists of the land held for
development or sale of $1,065,000 which will generate no positive
cash flow.  The current and liquid assets of the Company consist
of cash of $118.

The primary liabilities of the Company consist of the loans from
Citizens Business Bank, Billy W. Simmons Family Trust dated 1990,
and J. Robert West, M.D., Inc. which total $2,120,093.  Current
liabilities consist of accounts payable, accrued liabilities and
interest, and the current portion of long-term debt, which total
$209,996.

A director of the Company, J. Robert West, has been making loans
to the Company to fund Company activities.  The Director is not
obligated to continue making these loans, although it is
anticipated that he will continue making these loans to the
Company.  The loans are established under twelve-month term notes
with the accrued interest being added to principal at each
twelve-month renewal date.  

Since the Registrant has had no ongoing business for the three
most recent fiscal years, there has been no impact of inflation
and changing prices on Registrant's income from continuing
operations.

The liquidity of the Registrant depends upon its ability to
continue to borrow funds from a director.

The Company's primary cash requirements for the twelve-month
period beginning July 1, 1996 and ending June 30, 1997 are to
service the debt owed to Citizens Business Bank and the Billy
Simmons Family Trust dated 1990.  The cash requirement for these
debts, including principal and interest, is $200,430 for the
twelve months ending June 30, 1997.

<PAGE>
                               Part II, Continued

Item 6.   Management's Discussion and Analysis or Plan of Operation

Additional sources of funds are expected to be derived from
possible partnerships, joint ventures, equity funding to the
Company and financial institutions.

The business plan of Registrant is discussed in Item 1.,Business.

<PAGE>
                            Part II, Continued

Item 7.    Financial Statements

                                     
                      INDEX TO FINANCIAL STATEMENTS
                                          

                                                                 PAGE      

Report of Independent Accountants                               13-14      

Consolidated Balance Sheet, June 30, 1996.                         15      

Consolidated Statements of Operations for the Years
     Ended June 30, 1996 and 1995.                                 16      

Consolidated Statements of Shareholders' (Deficit) 
     Equity for the Years Ended June 30, 1996 and  
     1995.                                                         17      

Consolidated Statements of Cash Flows for the Years
     Ended June 30, 1996 and 1995.                              18-19      

Notes to Consolidated Financial Statements                      20-26      

Report of Independent Accountants on Financial 
     Statement Schedule                                            27      

Financial Statement Schedule - Schedule III                        28

<PAGE>


                     REPORT OF INDEPENDENT ACCOUNTANTS
                                           


To the Shareholders and Board of Directors of 
     Life Resources Incorporated

We have audited the accompanying consolidated balance sheet of
Life Resources Incorporated and subsidiaries (the "Company") as
of June 30, 1996, and the related consolidated statements of
operations, shareholders' (deficit) equity and cash flows for
each of the two years in the period ended June 30, 1996.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Life Resources Incorporated and its
subsidiaries as of June 30, 1996, and the consolidated results of
their operations and their cash flows for each of the two years
in the period ended June 30, 1996, in conformity with generally
accepted accounting principles.

<PAGE>


The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.  As discussed in Note 1 to the consolidated financial
statements, the Company's cash flows, which are dependent upon
the continued financial support of a director of the Company, and
its accumulated deficit raise substantial doubt about the
entity's ability to continue as a going concern.  Management's
plans in regard to these matters are also described in Note 1. 
The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.




/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
September 27, 1996, except for Note 1,
as to which the date is December 12, 1996.

<PAGE>

<TABLE>
                        LIFE RESOURCES INCORPORATED
                                     
                        CONSOLIDATED BALANCE SHEET
                              June 30, 1996
     
<CAPTION> 
                                  ASSETS:
<S>                                                            <C>
Current:
     Cash                                                      $       118 
     Loan cost                                                         400 
                                                               ___________
     Total current assets                                              518 

Land held for development or sale                                1,065,000 
                                                               ___________
     Total assets                                              $ 1,065,518 
                                                               ===========

                               LIABILITIES:
Current:                                 
     Accounts payable and 
        accrued liabilities                                    $    71,896 
     Accrued interest                                                9,231 
     Current portion of long-term debt                             128,869 
                                                               ___________
          Total current liabilities                                209,996 


Accrued interest, shareholder                                      222,686 
Long-term debt                                                     534,400 
Long-term debt, shareholder                                      1,456,824 
                                                               ___________
          Total liabilities                                      2,423,906 

                          SHAREHOLDERS' DEFICIT:

Common stock, $.01 par value, 200,000,000
     authorized; 5,292,095 shares issued
     and outstanding                                                52,921 
Additional paid-in capital                                       4,180,865 
Deficit                                                         (5,592,174)
                                                               ____________
          Total shareholders'
             deficit                                            (1,358,388)
                                                               ____________
          Total liabilities and
             shareholders'
             deficit                                           $ 1,065,518
                                                               ===========

The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>

<PAGE>
<TABLE>

                        LIFE RESOURCES INCORPORATED

                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                          

<CAPTION>
                                                      For the Years Ended
                                                            June 30,       
                                                      1996           1995
<S>                                                   <C>            <C>
Revenues:                                             
   Interest income                                     $      0       $  7,704
                                                      _________      ___________

Expenses:
   General and administrative                           130,515        108,170 
   Interest                                              78,874         97,445 
   Interest, shareholder                                 95,696         86,507 
   Loss on settlement of
       notes receivable                                                100,899 
   Loss on write down of land
       to fair market value                             570,029        220,000
                                                      _________      _________
                                                        875,114        613,021
                                                      _________      __________
   Loss before income  
   taxes                                               (875,114)      (605,317)

Income taxes:
   State                                                    800            800
                                                      _________      __________
                                                        
     Net loss                                         ($875,914)     ($606,117)
                                                      ==========     ==========
Loss per common share:

     Net loss                                         ($    .17)     ($    .12)
                                                      ==========     ==========




The accompanying notes are an integral part of these consolidated
financial statements.

</TABLE>

<PAGE>
<TABLE>

                                    LIFE RESOURCES INCORPORATED

                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS'(DEFICIT) EQUITY
                             For The Years Ended June 30, 1996 and 1995
<CAPTION>

                                                                   Additional                    Shareholders'
                                     Number of                     Paid-In                        (Deficit)  
                                     Shares           Amount       Capital       Deficit            Equity   

<S>                                 <C>              <C>           <C>           <C>             <C>
   Balance, June 30, 1994            109,541,815      1,095,418     3,018,368     (4,110,143)          3,643   

Shares issued to 
 individuals, October 1994            21,093,679        210,937      (210,937)                           

Private Placement, 
 February 1995                         1,200,000         12,000       108,000                        120,000 
                                                                                                    
Reverse stock split 25:1            (126,543,399)    (1,265,434)    1,265,434                            
   (See Note 6)

Net loss                                                                            (606,117)       (606,117)
                                    ____________     __________    __________    ____________    ____________

   Balance, June 30, 1995              5,292,095         52,921     4,180,865     (4,716,260)       (482,474)  

Net loss                                                                            (875,914)       (875,914)
                                    ____________     __________    __________    ____________    ____________

   Balance, June 30, 1996              5,292,095        $52,921    $4,180,865    ($5,592,174)    ($1,358,388)  
                                    =============    ==========    ==========    ============    ============


The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>

                        LIFE RESOURCES INCORPORATED
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           
<CAPTION>
                                                  For The Years Ended June 30, 
                                                      1996          1995 
<S>                                                   <C>           <C>
Cash flows from operating activities:
  Net loss                                            ($875,914)    ($606,117)
  Adjustments to reconcile net loss 
    for items currently not 
    affecting operating cash flows:
  Amortization of loan costs                              5,050         5,050 
  Loss on settlement of 
    note receivable                                                   100,899 
  Loss on write down of land                            570,029       220,000 
  Changes in operating assets 
    and liabilities:
  Interest receivable                                                   7,488 
  Accounts payable and accrued
    liabilities                                          47,457        14,718 
  Accrued interest                                      100,037        86,799 
                                                      __________     _________
    Net cash used for operating
      activities                                       (153,341)     (171,163)
                                                      __________     _________
Cash flows from investing activities:
  Note receivable collections                                          95,000 
                                                      __________     _________
    Net cash provided by
      investing activities                                             95,000 
                                                      __________     _________
Cash flows from financing activities:
  Principal payments on
    long-term debt                                      (80,060)     (187,910)
  Proceeds from issuance of
    long-term debt, shareholder                         264,150       265,000 
  Principal payments on long- 
    term debt, shareholder                              (77,113)      (75,000)
  Proceeds from issuance of
    common stock                                                      120,000 
                                                      ___________    _________
        Net cash provided by 
           financing activities                         106,977       122,090 
                                                      __________     _________

   Net (decrease) increase in cash                      (46,364)       45,927 

Cash at beginning of year                                46,482           555 
                                                      _________      _________

Cash at end of year                                    $    118      $ 46,482 
                                                      =========      =========

The accompanying notes are an integral part of these consolidated
financial statements.

</TABLE>

<PAGE>
<TABLE>

                        LIFE RESOURCES INCORPORATED

             CONSOLIDATED STATEMENTS OF CASH FLOWS,  Continued
                                           
<CAPTION>

Supplemental disclosure of cash
   flow information:                            For The Years Ended June 30, 
                                                      1996          1995
<S>                                                   <C>           <C> 
Cash paid during the year for:
   Interest                                            $74,533      $135,040 
   Taxes                                                   800           800 




The accompanying notes are an integral part of these consolidated
financial statements.

</TABLE>

<PAGE>

                        LIFE RESOURCES INCORPORATED
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                           

1.   Summary Of Significant Accounting Policies:

     Principles Of Consolidation:

     The consolidated financial statements include the accounts
     of Life Resources Incorporated (the "Company") and its
     wholly-owned subsidiaries, LRI Industries and United
     Commodities International.  All significant intercompany
     accounts and transactions have been eliminated.

     Business Operations:

     The Company's financial statements have been prepared on a
     going concern basis which contemplates the realization of
     assets and liquidation of liabilities in the ordinary course
     of business.

     The Company has few remaining assets and liabilities as of
     June 30, 1996, and has no continuing revenue-producing
     activities.  In addition, at June 30, 1996, the Company has
     a substantial accumulated deficit.  Also, the Company has
     received substantial financial assistance from a director
     and controlling shareholder, the continuation of which
     cannot be assured.  These conditions raise substantial doubt
     about the Company's ability to continue as a going concern.

     The consolidated financial statements do not include any
     adjustments that might be necessary should the Company be
     unable to continue in existence.

     Reclassification:

     Certain amounts in the 1995 financial statements have been
     reclassified to conform to the 1996 presentation.

     Loan Cost:

     The cost incurred in conjunction with the notes payable to
     the bank have been capitalized and are being amortized over
     the life of the debt using the straight-line method.  The
     straight-line method approximates the interest method.

     Management's Estimates:

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported 


<PAGE>

                        LIFE RESOURCES INCORPORATED

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                           

1.   Summary Of Significant Accounting Policies, Continued
     
     Management's Estimates:  Continued

     amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues
     and expenses for each reporting period.  While management
     believes that these estimates are adequate as of June 30,
     1996 and 1995, it is reasonably possible that actual results
     could differ from those estimates.

     Management's Plans:

     As discussed in Note 4, the Company acquired real property
     (the "Property"), consisting of two parcels, in Loma Linda,
     California during 1993.  The Company plans to develop Parcel
     1 by completing the mechanical and engineering plans and
     obtaining permits from the City of Loma Linda.  Funds to
     complete this development and service the debt will be
     sought from outside sources. Moreover, it is anticipated
     that J. Robert West, a director and controlling shareholder
     of the Company, would continue to loan needed funds until
     additional sources are obtained.  However, Dr. West has no
     formal agreement with the Company to do so.  Additional
     sources are expected to be derived from possible
     partnerships, joint ventures, equity funding to the Company
     and/or financial institutions, although there is no
     assurance that such sources will materialize.  Parcel 2 will
     be held for later development.  However, both parcels may be
     sold if appropriate offers are received.  Should the project
     be sold, proceeds received from such a sale would be used
     for working capital, reduction of debt, mergers or
     acquisitions, or any other purposes that the Board of
     Directors believes to be in the best interests of the
     Company.

     The Company has no business operations other than those
     related to the Property.

     On March 1, 1996 the registrant purchased certain assets and
     liabilities of J. Robert West M.D., Inc. d.b.a. Awest
     Dermatology and Surgery Medical Group ("Awest").  This event
     was reported as executed by the registrant in a Form 8-K
     filing dated March 1, 1996.

<PAGE>

                            LIFE RESOURCES INCORPORATED

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                           

1.   Summary Of Significant Accounting Policies, Continued

     Management's Plans: Continued

     This transaction was not executed and, as such, both parties
     have agreed to postpone this transaction to a future date. 
     It is the intent of the parties to reconsider the
     transaction in the future.

     Both parties, including the registrant, have agreed to
     continue ongoing, separate operations until such time that
     final arrangements for the transaction can be resolved.     

     Income Taxes:

     The Company accounts for income taxes under the provisions
     of Statement of Financial Accounting Standards No. 109,
     "Accounting for Income Taxes".  Under this method, deferred
     income taxes are recognized for the tax consequences in 
     future years of differences between the tax basis of assets
     and liabilities and their financial reporting amounts at
     each year-end based on enacted tax laws and statutory rates
     applicable to the periods in which the differences are
     expected to affect taxable income.  Valuation allowances are
     established. when necessary, to reduce deferred tax assets
     to the amount expected to be realized.  Income tax expense
     is the tax payable for the period and the change during the
     period in deferred tax assets and liabilities.

     Future Accounting Requirements

     In March 1995, the Financial Accounting Standards Board
     issued Statement of Financial Accounting Standards ("SFAS")
     No. 121, which establishes standards to account for the
     impairment of long-lived assets.

     Required adoption of SFAS No. 121 is for fiscal years
     beginning after December 15, 1995.  As a result, the Company
     has not elected early application of the provisions of this
     statement.  The Company believes that SFAS No. 121, when
     adopted, will not have a material effect on its financial
     position.

<PAGE>

                        LIFE RESOURCES INCORPORATED

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                           

2.   Loss on Settlement of Notes Receivable:

     At June 30, 1994 the Company had notes receivable which
     resulted from the sale of assets, properties and business of
     LRI Industries to a nonaffiliated company in June 1983.  The
     purchaser assumed outstanding debt of the business, agreed
     to pay $40,000 cash, and issued the Company two notes
     totaling $360,000.  On November 28, 1994, LRI settled the
     remaining amounts due under the notes for $95,000, resulting
     in a recognized loss on settlement of notes receivable of
     $100,899.  

3.   Long-Term Debt:

     Long-term debt consists of the following at June 30, 1996:

     Note payable to bank, collateralized by Parcel 1,
     interest and principal due monthly at a variable
     rate of 2.5% above the bank's prime lending rate
     (an effective rate of 10.75% at June 30, 1996).  
     The note was due May 5, 1996.  In September,
     1996, the registrant refinanced with
     the bank, interest and principal due
     monthly at a variable rate of 2.5% above
     the bank's prime lending rate, with a
     final payment due in November, 1998.                         $279,846

     Note payable to bank, collateralized
     by Parcel 2, interest and principal
     due monthly at a variable rate of
     2.5% above the bank's prime lending
     rate (an effective rate of 10.75% at
     June 30, 1996).  The note was due 
     May 5, 1996.  In September, 1996, the
     registrant refinanced with the bank,
     interest and principal due monthly 
     at a variable rate of 2.5% above the
     bank s prime lending rate, with a
     final payment due in November, 1998.                          308,423 
                                                                           
     Note payable to an individual, col-
     lateralized by Parcel 1 (Note 4),
     interest only due monthly at 11% per
     annum, due on demand or June 30, 1998.                         75,000


<PAGE>

                        LIFE RESOURCES INCORPORATED

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                           

3.   Long-Term Debt, Continued:

     Subordinated note payable to a di- 
     rector and controlling shareholder,
     collateralized by Parcel 1 (Note 4),
     interest (7% per annum) and principal 
     payable on June 14, 1998.                                     372,000 

     Unsecured note payable to a director
     and controlling shareholder, interest
     (7% per annum) and principal payable 
     on June 30, 1998.                                             987,924 
     
     Unsecured note payable to a director
     and controlling shareholder, interest
     (9% per annum) and principal
     due and payable on June 30, 1998.                              96,900
                                                                ___________

                                                                 2,120,093 

     Less, current portion                                        (128,869)
                                                                ___________

                                                                $1,991,224
                                                                ==========

Maturities of long-term debt at June 30, 1996 are as follows:

  Fiscal Year Ending June 30,
            1997                      128,869
            1998                    1,514,592         
            1999                      476,632
                                   __________
                                   $2,120,093
                                   ==========
     
4.   Related Party Transactions:

     On June 16, 1993, the Company acquired real property located
     in Loma Linda, California, from a director and controlling
     shareholder.  In exchange for the property, the Company
     issued to the director 4,000,000 shares (100,000,000 pre-
     split shares) of the Company's common stock.  After the
     transfer, the director owned 4,142,772 shares (103,569,298
     pre-split shares) for a 94.5 percent ownership interest in
     the Company's voting securities.  At the date of transfer,
     the Company recorded the property at the director's
     historical cost basis of $1,855,029.

     On June 30, 1995 the combined fair market value of the
     properties was ascertained to be $1,635,029.  The land was
     written down to its fair market value as of that date.

<PAGE>
                             LIFE RESOURCES INCORPORATED

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                           

4.    Related Party Transactions: Continued


     In September, 1996, the combined fair market value of the
     properties was ascertained to be $1,065,000.  The land was
     written down to its fair market value as of that date.  The
     write down of the land does not include any costs of 
     disposal as the Company is still considering development of
     the property.

5.   Income Taxes:

     Deferred taxes consist of the
     following at June 30, 1996:
       Deferred tax asset: 
         Net operating loss                                        523,130 
         Valuation allowance                                      (523,130)
                                                                 __________
          Net deferred taxes                                     $       -
                                                                 ==========

     The difference between the federal statutory tax rate of 34%
     and the Company's effective rate of 0% is the result of
     incurring net operating losses without current tax benefit
     for all years presented.

     Net operating loss carryforwards for federal and state
     income tax purposes at June 30, 1996 were approximately
     $1,439,000 and $366,000, respectively.  These carryforwards
     expire beginning in 1997.

     The Company experienced an ownership change as defined in
     Internal Revenue Code ("IRC") Section 382.  Therefore, the
     utilization of net operating loss carryforwards may be
     limited, subject to the provisions of IRC Section 382.

6.   Common Stock:
     
     On June 30, 1995, the Company's Board of Directors approved
     a twenty five-for-one reverse stock split of the Company's
     common stock.  A total of 126,543,399 shares of common stock
     were retired in connection with the reverse stock split. 
     The stated par value of each share was not changed from
     $.01.  A total of $1,265,434 was reclassified from the
     Company's common stock account to the Company's additional
     paid-in capital account.  The detail of the reverse stock
     split is shown in the Consolidated Statements of
     Shareholders' (Deficit) Equity.  All share and per share
     amounts in the consolidated financial statements have been
     restated to retroactively reflect the reverse stock split.

<PAGE>

                          LIFE RESOURCES INCORPORATED

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                           

6.    Common Stock: (Continued)


     In October 1994 the Board of Directors authorized, and the
     Company effected, an issuance of 843,747 shares (21,093,679
     pre-split shares) of Common Stock to certain individuals
     (who later became Board members) who will be important to
     the future success of the Company.  This issuance of stock
     represented 16.1 percent ownership of the Company.  Since
     the equity book value of the Company was negative, and since
     the Company has no ongoing operations, the compensatory
     value of the stock was deemed to have no value.
     Consequently, no amounts were booked to reflect the issuance
     of these shares.

     In February 1995 the Company issued a private placement of
     48,000 shares (1,200,000 pre-split shares) of Common Stock
     to a private investor.  The issuance was made for $120,000
     and represented 0.9 ownership percent of the Company.  The
     price paid for the stock was not representative of any then
     measurable value of the Company.  The issuance was made
     pursuant to Regulation D, which is exempt from registration
     based on Section 4(2) of the Federal Securities Act of 1933.

     Loss per share of common stock is based on the restated
     weighted average number of shares outstanding, which were
     5,292,095 and 5,034,483 for the years ended 1996 and 1995
     respectively.  There were no common stock equivalents. 

7.   Fair Value Of Financial Instruments:

     The carrying amounts of the notes payable to the bank and to
     the individual are a reasonable estimate of their fair
     value.  It was not practicable to estimate the fair value of
     the interest and notes payable to a director and controlling
     shareholder as the payments are not based on fixed payment
     terms.

8.   Commitments and Contingencies:

     At June 30, 1996, the Company is contingently liable for
     guarantees of indebtedness owed by a director and
     controlling shareholder of $108,000.  The fair value of this
     contingent liability is material to the Company's financial
     statements.  In the opinion of management, it is not
     probable that the Company will be required to satisfy this
     guarantee.

<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS
                      ON FINANCIAL STATEMENT SCHEDULE
                                           


To the Shareholders and Board of Directors of 
     Life Resources, Inc.


Our report on the financial statements of Life Resources, Inc. is
included on pages 13 and 14 of this Form 10-KSB and contains an
explanatory paragraph regarding the Company s ability to continue
as a going concern.  In connection with our audits of such
financial statements, we have also audited the related financial
statement schedule listed in the index on page 34 of this Form
10-KSB.  

In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.




/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
September 27, 1996

<PAGE>
<TABLE>

                                          LIFE RESOURCES INCORPORATED

                                         FINANCIAL STATEMENT SCHEDULE
                                                 SCHEDULE III

                                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                             

<CAPTION>
                                                                                                Capitalized 
                                                                                               Subsequent to       
                                              Initial Cost                                      Acquisition   
                                                                                 
                                                                   Building                                
                                                                     and                                Carrying
Description                Encumbrances            Land           Improvements        Improvements        Costs 
<S>                        <C>                     <C>            <C>                 <C>               <C>
Unimproved Land            Chino Valley Bank       $1,855,029

                           Billy Simmons                                    

                           J. Robert West
                                                                      

Note to Schedule III

Balance at June 30, 1994                                                              $1,855,029 

                           Acquisitions                                                        0

                           Deductions                                                          0 
                         
                           Write Down of Land                                          ($220,000)
                                                                                      ___________

Balance at June 30, 1995                                                              $1,635,029

                           Acquisitions

                           Deductions                                               

                           Write Down of Land                                          ($570,029)
                                                                                      ___________

Balance at June 30, 1996                                                              $1,065,000 
                                                                                      ===========
</TABLE>

<TABLE>

                                         LIFE RESOURCES INCORPORATED

                                         FINANCIAL STATEMENT SCHEDULE
                                                 SCHEDULE III

                                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                             

<CAPTION>
                                                                        
                                            Amount at Close of Period

                                                 Building and               Accumulated    Date of        Date         Depreciation
Description       Encumbrances        Land       Improvements   Total       Depreciation   Construction   Acquired     Life
<S>               <C>                 <C>        <C>            <C>         <C>            <C>            <C>          <C>   
Unimproved Land   Chino Valley Bank   $1,065,000                $1,065,000                                June 16,1993

                  Billy Simmons

                  J. Robert West                                     
                                                                            

Note to Schedule III

Balance at June 30, 1994                       

                  Acquisitions      

                  Deductions            
                         
                  Write Down of Land  
                                             

Balance at June 30, 1995         

                  Acquisitions

                  Deductions                                               

                  Write Down of Land               
                                                

Balance at June 30, 1996                           
                                                           
</TABLE>

<PAGE>
                            Part II, Continued
Item 8.   Changes In And Disagreements With Accountants on
                 Accounting And Financial Disclosure

     None.
                                 Part III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance With Section 16(a)of the Exchange
          Act  

A.   Identification of Directors.  The following information is
     furnished concerning each director of the Registrant:
<TABLE>
<CAPTION>
                                                         Date On Which
                                  Other Positions         Director          The Term As
                                    And Offices          Continuously         Director
     Name                  Age    With Registrant        Served Since         Expires

     <S>                   <C>    <C>                    <C>                <C>
     J. Robert West        67     Chairman of the
                                  Board of Directors        (1)
                                  and President          April 1970         June 1997

     Mark L. Ashlock       38     None                   May 1995           June 1997 

     Tad R. Callister      50     None                   May 1995           June 1997 

     C. Rick Foster        46     None                   May 1993           June 1997 
                                                                           
     Brad Hainsworth       62     None                   May 1995           June 1997 
                                                                           
     Milton M. Miner       37     Secretary              May 1995           June 1997 

     Richard A. Pierce     49     None                   May 1995           June 1997 

     (1)  J. Robert West was a director of Fidelity Capital
          Corporation, a California corporation, since its
          organization in January 1970.  Subsequently, Fidelity
          Capital Corporation merged into Registrant.

     There are no arrangements or understandings between the
     current directors and any other person pursuant to which
     such individual was selected as a director.
</TABLE>


Continued

<PAGE>
                            Part III, Continued

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance With Section 16(a) of the Exchange
          Act (Continued)          

B.   Identification of Executive Officers - The following
     information is furnished concerning each executive officer
     of Registrant and certain other significant personnel, as of
     June 30, 1996:

<TABLE>
<CAPTION>
                             Position And         Held Position      Term of
                               Offices            Continuously       Office
Name                  Age    With Registrant         Since           Expires

<S>                   <C>    <C>                  <C>                <C>
J. Robert West        67     Chairman of the      April 1970         June 1997
                             Board, President     May 1971           June 1997

Milton M. Miner       37     Secretary            May 1993           June 1997

</TABLE>

C.   Identification of Certain Significant Employees.  There are
     no employees of the Registrant.

D.   Family Relationships.  Milton M. Miner is a member of J.              
     Robert West's immediate family.

E.   Business Experience of Directors and Officers. The following
     is a table indicating the business experience during the
     past five years of each director and executive officer and
     certain other significant personnel, including their
     principal occupations and employment during that period:

                              Principal Occupation And Employment
     Name                            During Last Five Years     

     J. Robert West           Chairman of the Board and President
                              of Registrant; Dermatologist

     Mark L. Ashlock          CPA in private practice

     Tad R. Callister         Attorney in private practice  

     C. Rick Foster           CPA in private practice

     Brad Hainsworth          Professor of public relations at 
                              Brigham Young University

     Milton M. Miner          CPA; Controller of AWest
                              Dermatology

     Richard A. Pierce        Health care consultant in private
                              practice

<PAGE>

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance With Section 16(a) of the Exchange
          Act (Continued)

     The By-Laws of Registrant and Oregon Business Corporation
     Act Sections 57.255 and 57.260 provide that directors and
     officers of the Registrant shall be indemnified for all
     costs incurred by or caused by them in connection with
     settlements or lawsuits arising from their actions as
     officers or directors, except for their own negligence,
     knowing unauthorized acts, or defalcations not ratified,
     confirmed or adopted or the benefit thereof received by
     Registrant.

F.   Involvement in Certain Legal Proceedings.

     None of the following events have occurred during the past
     five years as, against, or to any director or officer of
     Registrant.

     (1)  A petition under the Bankruptcy Act or any state
          insolvency law was filed by or against, or a receiver,
          fiscal agent or similar officer was appointed by a
          court for the business or property of such person or
          any partnership in which he was a general partner at or
          within two years before the time of such filing, or any
          corporation or business association of which he was an
          executive officer at or within two years before the
          time of such filing;

     (2)  Such person was convicted in a criminal proceeding
          (excluding traffic violations and other minor offenses)
          or is the subject of a criminal proceeding which is
          presently pending;

     (3)  Such person was the subject of any order, judgment, or
          decree of any court of competent jurisdiction
          permanently or temporarily enjoining him from acting as
          an investment adviser, underwriter, broker, or dealer
          in securities, or as an affiliated person, director, or
          employee of any investment company, bank, savings and
          loan association, or insurance company, or from
          engaging in or continuing any conduct or practice in
          connection with any such activity or in connection with
          the purchase or sale of any security, or was the
          subject of any order of a Federal or State authority
          barring or suspending, for more than 60 days, the right
          of such person to be engaged in any such activity or to
          be associated with persons in any such activity, which
          order has not been reversed or suspended.

<PAGE>

                              Part III, Continued

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance With Section 16(a) of the Exchange 
          Act (Continued)

     The following person was a beneficial owner of more than ten
     percent of the equity securities of the Registrant at any
     time during the fiscal year:

          J. Robert West                
          1540 Marion Road              
          Redlands, CA 92374            


Item 10.  Executive Compensation

     No Director or Officer of Registrant was paid direct or
     indirect remuneration during registrant's last fiscal year. 
     It is not anticipated that any officer or director will
     receive any remuneration directly or indirectly for
     Registrant's current fiscal year.

          The Registrant does not have an annuity, pension,
          profit sharing, or other deferred compensation plan. 
          Accordingly, no annuity, pension, profit sharing, or
          other retirement benefits have been paid or are
          proposed to be paid to any officer of the Registrant.

          As of June 30, 1996, Registrant did not have a
          Qualified or Unqualified Stock Option Plan for any
          officers, directors, or key employees to purchase
          Registrants' $.01 par value Common Stock.


Item 11.    Security Ownership of Certain Beneficial Owners and    
            Management

A.   Principal Security Holders.  The following information is
     furnished as of June 30, 1996, as to the voting securities
     of the Registrant owned of record or beneficially by each
     person who owns of record, or is known by the Registrant to
     own beneficially more than 10% of its securities:

     Name and          Title of    Type of       Shares       % of
     Address           Class       Ownership     Owned        Class

     J. Robert West    Common      Record and    4,295,319    81.2%
     1540 Marion Rd.               Beneficial                
     Redlands, CA

<PAGE>
                                 Part III, Continued

Item 11.    Security Ownership of Certain Beneficial Owners and    
            Management, Continued

B.   Management - The following information is furnished as to
     each class of equity securities of the Registrant
     beneficially owned directly or indirectly by all directors
     and officers of the Registrant as a group on June 30, 1996:

                                    Amount
     Title of                   Beneficially                % of
       Class                        Owned                   Class 

      Common                      4,980,867                 94.1% 
     

Item 12.    Certain Relationships and Related Transactions

     Related transactions between Registrant and J. Robert West,
     Chairman of the Board and President, are described in
     Item 1.

     As of June 30, 1994, the Company has a loan outstanding to
     J. Robert West of $707,787.  The loan bears interest at 7%
     per annum, with principal and interest due on June 30, 1996.

     As of June 30, 1995, the Company has a loan outstanding to
     J. Robert West of $795,287.  The loan bears interest at 7%
     per annum, with principal and interest due on June 30, 1998.

     As of June 30, 1995, the Company is contingently liable for
     guarantees of indebtedness by J. Robert West of $108,000.

     As of June 30, 1996, the Company has a loan outstanding to
     J. Robert West of $987,924.  The loan bears interest at 7%
     per annum, with principal and interest due on June 30, 1988.

     As of June 30, 1996, the Company has a loan outstanding to
     J. Robert West of $372,000.  The loan bears interest at 7%
     per annum, with principal and interest payable June 14,
     1998.

     As of June 30, 1996, the  Company  is contingently liable for
     guarantees of indebtedness owed by J. Robert West of
     $108,000.

<PAGE>

                                     Part IV

Item 13.  Exhibits and Reports on Form 8-K

     A.   (1)  Financial statements - The financial statements 
               required to be filed hereunder are listed on page
               12 hereof.

          (2)  Documents filed as part of this report include the
               following financial statement schedule:

                                                Page No. 


               III. Real Estate And Accumulated
                    Depreciation                   28

          (3)  Exhibits

               Exhibit Number           Description of Documents

                    3*                  Articles of Incorporation
                                        and bylaws                
                                          
                   27                   Financial Data Schedule

          (4)  Reports on Form 8-K

               On December 12, 1996 an 8-K/A was filed by Life
               Resources Incorporated.

* Incorporated by reference to the Life Resources Incorporated    
  1975 form 10-K.

<PAGE>

                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 

Securities Exchange Act of 1934, this report has been signed

below by the following persons on behalf of the Registrant and

in the capacities and on the dates indicated.



                                           LIFE RESOURCES INCORPORATED     
                                                   (Registrant)            



                                           BY:     /s/ J. Robert West
                                                    J. Robert West         
                                                    Chairman of the        
                                                  Board and President      


                                           DATE:  October 12, 1996         




                                           BY:     /s/ Milton M. Miner
                                                    Milton M. Miner        
                                                       Secretary           


                                           DATE:   October 12, 1996