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

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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                   FORM 10-KSB/A
                                  AMENDMENT III
    

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

                   For the fiscal year ended December 31, 1995

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

         For the transition period from...............to...............

                         Commission file number 0-18853

             ENEX 90-91 INCOME AND RETIREMENT FUND - Series 1, L.P.
                 (Name of small business issuer in its charter)

           New Jersey                                        76-0299892
       (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                      Identification No.)

             800 Rockmead Drive
            Three Kingwood Place
               Kingwood, Texas                                    77339
  (Address of principal executive offices)                     (Zip Code)

         Issuer's telephone number, including area code: (713) 358-8401

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:


                          Limited Partnership Interest

            Check whether the issuer (1) filed all reports  required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 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

            Check if there is no disclosure of delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[x]

        State issuer's revenues for its most recent fiscal year. $126,286

            State  the  aggregate  market  value  of the  voting  stock  held by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock as of a specified  date within
the past 60 days (See  definition  of  affiliate  in Rule 12b-2 of the  Exchange
Act):

                                 Not Applicable

                      Documents Incorporated By Reference:

                                      None

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

-------------------------------------------------------------------------------
<PAGE>

                                     PART II


Item 5.           Market for Common Equity and Related Security Holder Matters


Market Information

             There is no  established  public  trading  market for the Company's
outstanding limited partnership interests.



Number of Equity Security Holders

                                               Number of Record Holders
               Title of Class                    (as of March 1, 1996)

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


          General Partner's Interests                      1

          Limited Partnership Interests                   280



Dividends

          The  Company  made cash  distributions  to partners of $16 and $39 per
$500  investment  in  1995  and  1994,  respectively.   The  payment  of  future
distributions  will  depend  on the  Company's  earnings,  financial  condition,
working capital requirements and other factors,  although it is anticipated that
regular quarterly distributions will continue through 1996.


                                      II-1


<PAGE>



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


Results of Operations

            This  discussion  should be read in  conjunction  with the financial
statements of the Company and the notes thereto included in this Form 10-KSB.

            Oil and gas sales  decreased  to $126,286  in 1995 from  $164,982 in
1994.  This  represents  a decrease of $38,696 or 23%.  Oil sales  decreased  by
$4,405 or 10%. A 6% decrease in oil  production  caused  revenues to decrease by
$2,942.  A 3%  decrease  in the  average  oil net sales  price  caused  sales to
decrease by an additional  $1,463.  Gas sales decreased by $34,291 or 29%. A 14%
decrease  in gas  production  reduced  sales by $16,340.  A 17%  decrease in the
average gas net sales price reduced sales by an additional $17,951.  The changes
in oil and gas  production  were  primarily  the  result of  natural  production
declines, which were especially pronounced on the Wardner Ranch acquisition. The
decreases  in the average oil and gas net sales  prices  were  primarily  due to
higher operating expenses incurred on the FEC acquisition,  in which the Company
has a net profits  royalty  interest,  coupled  with lower prices in the overall
market for the sale of gas,  partially  offset by higher  prices in the  overall
market for the sale of oil.

            Depletion  expense  decreased  to $99,390 in 1995 from  $114,225  in
1994.  This  represents a decrease of $14,835 or 13%. The changes in production,
noted  above,  reduced  depletion  expense  by  $13,712.  A 1%  decrease  in the
depletion rate reduced depletion expense by an additional  $1,123.  The decrease
in the depletion rate was due to an upward revision of oil reserves during 1995,
partially offset by a downward revision of the gas reserves during 1995.

            General and  administrative  expenses  decreased  to $18,247 in 1995
from $25,770 in 1994.  This  decrease of $7,523 or 29% was primarily due to less
staff time being  required to manage the  Company's  operations  coupled  with a
$1,444 decrease in direct costs incurred by the Company in 1995. The decrease in
direct expenses was due to lower audit and tax preparation  fees incurred by the
Company in 1995.

Capital Resources and Liquidity

   
            The  Company's  cash flow from  operations is a direct result of the
amount  of net  proceeds  realized  from  the  sale of oil  and gas  production.
Accordingly, the changes in cash flow from 1994 to 1995 are primarily due to the
changes  in oil  and gas  sales  described  above.  It is the  general  partners
intention to distribute  substantially  all of the Company's  available net cash
flow provided by operating,  financing and investing activities to the Company's
partners. Distributions decreased from 1994 to 1995 primarily as a result of the
decrease in revenues, noted above.
    

            The Company will continue to recover its reserves and  distribute to
the partners the net proceeds  realized from the sale of oil and gas  production
after payment of debt obligations. The Company plans to repay the amount owed to
the general partner over a three year period.  Distribution  amounts are subject
to change if net revenues are greater or less than  expected.  Nonetheless,  the
general partner  believes the Company will continue to have sufficient cash flow
to fund operations and to maintain a regular pattern of distributions.

                                      II-2

<PAGE>



Item 7.       Financial Statements and Supplementary Data


INDEPENDENT AUDITORS' REPORT


The Partners
Enex 90-91 Income and Retirement Fund Series 1, L.P.:


We have  audited  the  accompanying  balance  sheet  of Enex  90-91  Income  and
Retirement  Fund - Series 1,  L.P.  (a New  Jersey  limited  partnership)  as of
December 31, 1995 and the related statements of operations, changes in partners'
capital,  and cash flows for each of the two years in the period ended  December
31, 1995.
 These  financial  statements are the  responsibility  of the general partner of
Enex 90-91 Income and Retirement Fund - Series 1, L.P. Our  responsibility is to
express an opinion on the 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 the 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,  such  financial  statements  present  fairly,  in all material
respects,  the  financial  position of Enex 90-91 Income and  Retirement  Fund -
Series 1, L.P. at December  31, 1995 and the results of its  operations  and its
cash flows for each of the two years in the period  ended  December  31, 1995 in
conformity with generally accepted accounting principles


DELOITTE & TOUCHE  LLP




Houston, Texas
March 18, 1996

                                      II-3

<PAGE>
   
<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

BALANCE SHEET, DECEMBER 31, 1995
------------------------------------------------------------------------------

ASSETS
                                                                      1995
                                                                --------------
CURRENT ASSETS:
<S>                                                             <C>          
  Cash                                                          $       9,486
  Accounts receivable - oil & gas sales                                12,119
                                                                 --------------

Total current assets                                                   21,605
                                                                --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities             1,324,866
  Less  accumulated depreciation and depletion                        734,958
                                                                --------------

Property, net                                                         589,908
                                                                --------------

TOTAL                                                           $     611,513
                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                             $       4,205
   Payable to general partner                                          54,783
                                                                --------------

Total current liabilities                                              58,988
                                                                --------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                   546,078
   General partner                                                      6,447
                                                                --------------

Total partners' capital                                               552,525
                                                                --------------

TOTAL                                                           $     611,513
                                                                ==============


Number of $500 Limited Partner units outstanding                        2,975
</TABLE>



See accompanying notes to financial statements.
------------------------------------------------------------------------------

                                      II-4
    
<PAGE>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                              1995             1994
                                        -------------   -------------

REVENUES:
<S>                                     <C>             <C>         
  Oil and gas sales                     $    126,286    $    164,982
                                        -------------   -------------

EXPENSES:
  Depletion and amortization                 106,332         124,638
  Production taxes                            20,587          17,424
  General and administrative:
    Allocated from general partner            13,946          20,025
    Direct expense                             4,301           5,745
                                        -------------   -------------

Total expenses                               145,166         167,832
                                        -------------   -------------

NET LOSS                                $    (18,880)   $     (2,850)
                                        =============   =============

</TABLE>




See accompanying notes to financial statements.
----------------------------------------------------------------------

                                      II-5




<PAGE>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                  PER $500
                                                                                                   LIMITED
                                                                                                   PARTNER
                                                         GENERAL              LIMITED             UNIT OUT-
                                    TOTAL                PARTNER             PARTNERS             STANDING
                              -----------------    ------------------   ------------------   ------------------

<S>                           <C>                  <C>                  <C>                  <C>              
BALANCE, JANUARY 1, 1994      $        757,231     $           3,819    $         753,412    $             253

CASH DISTRIBUTIONS                    (128,528)              (12,850)            (115,678)                 (39)

NET INCOME (LOSS)                       (2,850)               12,178              (15,028)                  (5)
                              -----------------    ------------------   ------------------   ------------------

BALANCE, DECEMBER 31, 1994             625,853                 3,147              622,706                  209

CASH DISTRIBUTIONS                     (54,448)               (5,445)             (49,003)                 (16)

NET INCOME (LOSS)                      (18,880)                8,745              (27,625)                  (9)
                              -----------------    ------------------   ------------------   ------------------

BALANCE, DECEMBER 31, 1995    $        552,525     $           6,447    $         546,078 (1)$             184
                              =================    ==================   ==================   ==================
</TABLE>

(1)  Includes 489 units purchased by the general partner as a limited partner.



See accompanying notes to financial statements.
-------------------------------------------------------------------------

                                      II-6
<PAGE>
ENEX INCOME AND RETIREMENT FUND - SERIES 1, L.P.

STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                           1995                    1994
                                                   -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>                          <C>              
Net loss                                           $          (18,880)          $       (2,850)  
                                                   -------------------      -------------------

Adjustments to reconcile net loss to net cash
   provided by operating activities
  Depletion and amortization                                  106,332                  124,638
 (Increase) decrease in:
  Accounts receivable - oil & gas sales                        (2,136)                   2,632
Increase (decrease) in:
   Accounts payable                                               892                    1,953
   Payable to general partner                                 (31,881)                  (6,770)
                                                   -------------------      -------------------

Total adjustments                                              73,207                  122,453
                                                   -------------------      -------------------

Net cash provided by operating activities                      54,327                  119,603
                                                   -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                                         (54,448)                (128,528)
                                                   -------------------      -------------------

NET DECREASE IN CASH                                             (121)                  (8,925)

CASH AT BEGINNING OF YEAR                                       9,607                   18,532
                                                   -------------------      -------------------

CASH AT END OF YEAR                                $            9,486           $        9,607   
                                                   ===================      ===================

</TABLE>



See accompanying notes to financial statements.
-----------------------------------------------------------------------

                                      II-7
<PAGE>

ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 1, L.P.


NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
----------------------------------------------------------------------------


1.           PARTNERSHIP ORGANIZATION

             Enex  90-91  Income  and  Retirement   Fund  Series  1,  L.P.  (the
             "Company"), a New Jersey limited partnership,  commenced operations
             on September  11, 1990 for the purpose of  acquiring  non-operating
             interests  in  producing  oil and  gas  properties.  Total  limited
             partner  contributions  were  $1,487,600,   of  which  $14,876  was
             contributed by Enex  Resources  Corporation  ("Enex"),  the general
             partner.

             In  accordance  with the  partnership  agreement,  the Company paid
             syndication  fees  and  due  diligence  expenses  of  $143,049  for
             solicited   subscriptions   to  Enex  Securities   Corporation,   a
             subsidiary of Enex, and reimbursed Enex for  organization  expenses
             of approximately $52,000.

             The Company owns only non-operating  interests in producing oil and
             gas  properties.  Such interests  typically  entitle the Company to
             receive its pro rata share of net profits  and  royalties  from the
             underlying  properties without obligating the Company to develop or
             operate the properties or directly bear any share of development or
             operating costs.

             Information  relating  to the  allocation  of  costs  and  revenues
             between Enex, as general  partner,  and the limited  partners is as
             follows:
                                                                      Limited
                                                            Enex      Partners

             Commissions and selling expenses                           100%
             Company reimbursement of organization
               expenses                                                 100%
             Company property acquisitions                              100%
             General and administrative costs                10%         90%
             Revenues from temporary investment
               of partnership capital                                   100%
             Revenues from producing properties              10%         90%


             At the point in time  when the cash  distributions  to the  limited
             partners  equal  their  subscriptions  ("payout"),   revenues  from
             producing  properties and general and administrative  costs will be
             allocated  15% to  the  general  partner  and  85%  to the  limited
             partners.

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Oil and Gas  Properties - The Company uses the  successful  efforts
             method of accounting  for its oil and gas  operations.  Capitalized
             costs are  amortized  on the  units-of-production  method  based on
             estimated total proved  reserves.  The acquisition  costs of proved
             oil and gas properties are  capitalized and  periodically  assessed
             for impairments.

                                      II-8

<PAGE>




             The Financial  Accounting  Standards Board has issued  Statement of
             Financial   Accounting  Standards  No.  121,  "Accounting  for  the
             Impairment  of Long Lived  Assets and for  Long-Lived  Assets to Be
             Disposed Of." This statement  requires that  long-lived  assets and
             certain  identifiable  intangibles  held and used by the Company be
             reviewed for impairment whenever events or changes in circumstances
             indicate  that  the  carrying   amount  of  an  asset  may  not  be
             recoverable.

             The Company has not determined the effect, if any, on its financial
             position  or  results  of  operations  which  may  result  from the
             adoption of this statement in the first quarter of 1996.

             Organization  Costs  -  Organization  costs  were  amortized  on  a
             straight-line   basis  over  a  five-year  period  and  were  fully
             amortized at December 31, 1995.

             Cash Flows - The  Company  has  presented  its cash flows using the
             indirect method and considers all highly liquid investments with an
             original maturity of three months or less to be cash equivalents.

             General and  Administrative  Expenses - The Company  reimburses the
             General Partner for direct costs and administrative  costs incurred
             on its behalf.  Administrative  costs  allocated to the Company are
             computed  on a cost  basis in  accordance  with  standard  industry
             practices  by  allocating  the time spent by the General  Partner's
             personnel  among  all  projects  and by  allocating  rent and other
             overhead on the basis of the relative direct time charges.

             Uses of Estimates - The preparation of the financial  statements in
             conformity with generally accepted  accounting  principles requires
             management  to make  estimates  and  assumptions  that  affect  the
             reported  amounts  of assets  and  liabilities  and  disclosure  of
             contigent  assets  and  liabilities  at the  date of the  financial
             statements and the reported  amounts of revenue and expenses during
             the  reporting  periods.  Actual  results  could  differ from these
             estimates.

3.           FEDERAL INCOME TAXES

             General - The Company is not a taxable  entity for  federal  income
             tax purposes. Such taxes are liabilities of the individual partners
             and the  amounts  thereof  will vary  depending  on the  individual
             situation of each partner.  Accordingly,  there is no provision for
             income taxes in the accompanying financial statements.



                                      II-9

<PAGE>
Set forth below is a  reconciliation  of net income  (loss) as  reflected in the
accompanying financial state- ments and net income (loss) for federal income tax
purposes for the year ended December 31, 1995:
<TABLE>
<CAPTION>


                                                                                   Allocable to               Per $500
                                                                    -------------------------------------
                                                                                                               Limited
                                                                          General            Limited         Partner Unit
                                                      TOTAL               Partner           Partners         Outstanding
                                               ------------------   ------------------  -----------------    ------------
Net income (loss) as reflected in the
<S>                                            <C>                  <C>                   <C>                 <C>              
     accompanying financial statements         $         (18,880)   $           8,745     $     (27,625)      $      (9)       
Reconciling item:
  Difference in depletion and
     amortization computed for
     federal income tax purposes
     and the amount computed for
     financial reporting purposes                          3,830                    -              3,830               1
                                               ------------------   ------------------  -----------------    ------------

Net income (loss) for federal
   income tax purposes                         $         (15,050)   $           8,745     $      (23,795)    $         (8)      
                                               ==================   ==================  =================    ============
</TABLE>


Net income  (loss) for federal  income tax  purposes is a summation  of ordinary
income (loss),  portfolio income (loss),  cost depletion and intangible drilling
costs as presented in the Company's federal income tax return.

Set forth below is a reconciliation  between  partners'  capital as reflected in
the accompanying  financial  statements and partners' capital for federal income
tax purposes as of December 31, 1995:

<TABLE>
<CAPTION>

                                                                                   Allocable to                   Per $500
                                                                    -------------------------------------
                                                                                                                  Limited
                                                                          General            Limited           Partner Unit
                                                      TOTAL               Partner           Partners            Outstanding
                                               ------------------   ------------------  -----------------    -----------------
Partners' capital as reflected in the
<S>                                            <C>                  <C>                    <C>                  <C>          
     accompanying financial statements         $         552,525    $           6,447      $     546,078        $         184
Reconciling items:
  Difference in accumulated
     depletion and amortization
     for financial reporting and
     federal income tax purposes                         (29,463)                   -            (29,463)                 (10
  Commissions and syndication
     fees capitalized for federal
     income tax purposes                                 143,049                    -            143,049                   48
                                               ------------------   ------------------  -----------------    ----------------

Partners' capital for federal
     income tax purposes                       $         666,111    $           6,447     $      659,664        $         222
                                               ==================   ==================  =================    ================
</TABLE>


                                      II-10



<PAGE>

4.           PAYABLE TO GENERAL PARTNER

             The payable to general  partner  primarily  consists of general and
             administrative expenses allocated to the Company by Enex during the
             Company's  start-up  phase  and for  its  ongoing  operations.  The
             Company plans to repay the amounts owed to the general partner over
             a period of three years.

5.           REPURCHASE OF LIMITED PARTNER INTERESTS

             In accordance with the partnership  agreement,  the general partner
             is required to purchase limited partner interests (at the option of
             the  limited  partners)  at annual  intervals  beginning  after the
             second year  following the  formation of the Company.  The purchase
             price,  as  specified  in  the  partnership  agreement,   is  based
             primarily  on reserve  reports  prepared by  independent  petroleum
             engineers  as reduced by a  specified  risk  factor.  For the first
             three annual purchase offers,  the general partner's  obligation is
             limited to the lesser of 10% of the total partnership's  capital or
             profits.

6.           SIGNIFICANT PURCHASERS

             Union Pacific Resources  accounted for 85% and 86% of the Company's
             total  sales in 1995 and  1994,  respectively.  No other  purchaser
             individually accounted for more than 10% of such sales.



                                      II-11

<PAGE>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------------

Proved Oil and Gas Reserve Quantities (Unaudited)

The following  presents an estimate of the Company's  proved oil and gas reserve
quantities  and changes  therein  for each of the two years in the period  ended
December 31, 1995.  Oil reserves are stated in barrels  ("BBLS") and natural gas
in thousand cubic feet ("MCF"). The amounts per $500 limited partner unit do not
include a potential 5% reduction after payout. All of the Company's reserves are
located within the United States.
<TABLE>
<CAPTION>


                                                                Per $500                                  Per $500
                                                                 Limited              Natural              Limited
                                             Oil              Partner Unit              Gas             Partner Unit
                                            (BBLS)             Outstanding             (MCF)             Outstanding
                                       -----------------    ------------------   ------------------   ------------------

PROVED DEVELOPED AND
    UNDEVELOPED RESERVES:
<S>                                               <C>                       <C>            <C>                      <C>
January 1, 1994                                   6,555                     2              539,312                  163

    Revisions of previous estimates               3,931                     1               62,262                   19
    Production                                   (4,004)                   (1)             (69,549)                 (21)
                                       -----------------    ------------------   ------------------   ------------------

December 31, 1994                                 6,482                     2              532,025                  161

    Revisions of previous estimates               3,569                     1              (16,009)                  (5)
    Production                                   (3,751)                   (1)             (59,836)                 (18)
                                       -----------------    ------------------   ------------------   ------------------

December 31, 1995                                 6,300                     2              456,180                  138
                                       =================    ==================   ==================   ==================


PROVED DEVELOPED RESERVES:

January 1, 1994                                   6,555                     2              539,312                  163
                                       =================    ==================   ==================   ==================

December 31, 1994                                 6,482                     2              532,025                  161
                                       =================    ==================   ==================   ==================

December 31, 1995                                 6,300                     2              456,180                  138
                                       =================    ==================   ==================   ==================
</TABLE>



                                      II-12

<PAGE>

Item 8.   Changes In and Disagreements With Accountants on Accounting and
          Financial Disclosure


             Not Applicable


                                      II-13

<PAGE>
                                   SIGNATURES


                  In  accordance  with Section 13 or 15 (d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      ENEX 90-91 INCOME AND RETIREMENT
                                      FUND - SERIES 1, L.P.

                                      By:    ENEX RESOURCES CORPORATION
                                              the General Partner



   
December 23, 1996                       By:     /s/   G. B. Eckley
                                              -------------------
                                                      G. B. Eckley, President


                  In  accordance  with the  Exchange  Act,  this report has been
signed below on December 23, 1996,  by the following  persons in the  capacities
indicated.     


ENEX RESOURCES CORPORATION             General Partner


By:  /s/      G. B. Eckley

             ------------------------
              G. B. Eckley, President


     /s/      G. B. Eckley
                                        President, Chief Executive
              ------------------        Officer and Director


              G. B. Eckley


     /s/      R. E. Densford            Vice President, Secretary, Treasurer,
                                        Chief Financial Officer and Director
             -------------------


              R. E. Densford


     /s/      James A. Klein            Controller and Chief Accounting Officer

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

              James A. Klein



                                       S-1

<PAGE>

                                   /s/ Robert D. Carl, III

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

                                       Robert D. Carl, III       Director



                                   /s/ Martin J. Freedman

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

                                       Martin J. Freedman        Director


                                   /s/ William C. Hooper, Jr.

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

                                       William C. Hooper, Jr.    Director


                                   /s/ Tom Shorney

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

                                       Tom Shorney               Director


                                   /s/ Stuart Strasner

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

                                       Stuart Strasner           Director



                                       S-2
<PAGE>