Report of Independent Auditors


The Shareholders and Board of Directors
Latshaw Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of 
Latshaw Enterprises, Inc. and subsidiaries (the Company) as of 
October 28, 1995 and October 29, 1994, and the related consolidated 
statements of income, shareholders' equity and cash flows for
each of the three fiscal years in the period ended October 28, 1995.  
Our audits also included the financial statement schedules listed 
in the Index at Item 14(a).  These financial statements and schedules 
are the responsibility of the Company's management.  Our responsibility 
is to express an opinion on these financial statements and schedules
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, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial 
position of Latshaw Enterprises, Inc. and subsidiaries at October 28, 
1995 and October 29, 1994, and the consolidated results of their 
operations and their cash flows for each of the three fiscal years in 
the period ended October 28, 1995, in conformity with generally 
accepted accounting principles.  Also, in our opinion, the related 
financial statement schedules, when considered in relation to the
basic financial statements taken as a whole, present fairly in all 
material respects the information set forth therein.

As discussed in Notes 5 and 6 to the consolidated financial statements, 
in 1993 the Company changed its method of accounting for postretirement 
benefits other than pensions and income taxes.


                                        /s/Ernst & Young LLP
                                        Ernst & Young LLP

Kansas City, Missouri
December 12, 1995

<PAGE>
                 Latshaw Enterprises, Inc. and Subsidiaries

<TABLE>
<CAPTION>
                        Consolidated Balance Sheets

                                             October 28,      October 29,
                                               1995              1994
                                                   (In Thousands)
Assets
Current assets:
 <S>                                         <C> <C>          <C> <C>
 Cash and cash equivalents                   $   319          $   184
 Marketable equity securities 
  (Notes 4 and 7)                                450              415
 Accounts and notes receivable, 
  less allowance for doubtful 
  accounts of $121,000 in 1995 
  and $110,000 in 1994 (Note 4)                6,787            5,939
 Inventories (Notes 3 and 4)                   8,056            7,721
 Refundable income taxes (Note 6)                116                -
 Deferred income taxes (Note 6)                  691              663
 Prepaid expenses                                399              405
Total current assets                          16,818           15,327

Property, plant and equipment (Note 4):
 Land                                            166              166
 Buildings and improvements                    4,028            3,704
 Machinery and equipment                      12,770           11,641
 Transportation equipment                         51               48
 Furniture and fixtures                        2,167            1,938
                                              19,182           17,497
 Less accumulated depreciation 
  and amortization                           (12,107)         (11,086)
                                               7,075            6,411
Noncompete agreement, less 
 accumulated amortization
 of $18,000 (Note 2)                             537                -

Other assets                                     218              226
                                             $24,648          $21,964
<PAGE>

                                              October 28,      October 29,
                                                 1995             1994
                                                     (In Thousands)


</TABLE>
<TABLE>
<CAPTION>
Liabilities and shareholders' equity
Current liabilities:
 <S>           <C>   <C>                    <C>              <C>
 Notes payable (Note 4)                     $ 3,470          $ 2,099
 Accounts payable                             2,107            2,828
 Customer deposits                              166              110
 Accrued expenses:
  Salaries, wages and commissions               587              579
  Vacation                                      435              427
  Deferred compensation                         138              160
  Insurance                                     251              176
  Property taxes                                171              151
  Other                                         338              321
 Current portion of long-term 
  debt (Note 4)                                  53               49
 Current portion of noncompete 
  obligation (Note 2)                           111                - 
Total current liabilities                     7,827            6,900
Long-term debt, less current 
 portion (Note 4)                             2,774            2,827
Noncompete obligation, less 
 current portion (Note 2)                       333                -
Pensions and deferred compensation 
 (Note 5)                                     1,621            1,571
Postretirement benefit obligation 
 (Note 5)                                       266              288
Deferred income taxes (Note 6)                  238              172
Shareholders' equity 
 (Notes 4, 7, and 8):
 Preferred stock, no par value:
  Authorized shares - 500,000, 
   none issued                                    -                -
 Common stock, $2 par value:
  Authorized shares - 1,500,000
  Issued shares - 1,002,162                   2,004            2,004
 Class C common stock, $2 par value:
  Authorized shares - 1,000,000 
   in 1992, none issued                           -                -
 Additional paid-in capital                   4,899            5,015
 Unrealized gains on marketable 
  equity securities                              22                -
 Retained earnings                           14,965           13,636
                                             21,890           20,655
Less cost of common stock held 
 in treasury, 500,187 shares 
 in 1995 and 505,058 shares 
 in 1994                                    (10,301)         (10,449)
                                             11,589           10,206
                                            $24,648          $21,964
</TABLE>
See accompanying notes.

                 Latshaw Enterprises, Inc. and Subsidiaries
<TABLE>
<CAPTION>
                      Consolidated Statements of Income

                                                       Year ended
                                    October 28,  October 29,  October 30,
                                       1995         1994         1993
                                    (In Thousands, Except Per Share Data)

<S>                                 <C>          <C>          <C>
Net sales                           $41,102      $38,732      $30,941
Cost of sales                        32,146       29,230       23,851
Gross profit                          8,956        9,502        7,090

Selling, general and 
 administrative expenses              6,474        6,795        5,445
Interest expense                        523          361          277
Interest income                         (15)         (16)         (19)
Loss on sale of marketable 
 equity securities                        -          997        2,587
Unrealized gain on marketable 
equity securities                         -         (712)      (3,168)
Other - net                            (160)          13          (78)
Income before income taxes and
 cumulative effects of changes in
 accounting principles                2,134        2,064        2,046

Income tax provision (Note 6)           805          871          175
Income before cumulative effects of 
 changes in accounting principles     1,329        1,193        1,871

Cumulative effects of adopting new
 methods of accounting for income 
 taxes and postretirement benefits 
 (Notes 5 and 6)                          -            -         (681)
Net income                          $ 1,329      $ 1,193      $ 1,190
</TABLE>
<PAGE>
                  Latshaw Enterprises, Inc. and Subsidiaries
<TABLE>
<CAPTION>
                  Consolidated Statements of Income (continued)


                                                 Year ended
                                    October 28,  October 29,  October 30,
                                      1995          1994         1993
                                    (In Thousands, Except Per Share Data)
Net income per common and common
 equivalent share:
  Primary:
   Income before cumulative 
    effects of changes in 
    <S>                             <C> <C>      <C>          <C>
    accounting principles           $   2.58     $  2.33      $  3.68
   Cumulative effects of changes
    in accounting principles               -           -        (1.34)
   Net income                       $   2.58        2.33      $  2.34

  Fully diluted:
   Income before cumulative 
    effects of changes in 
    accounting principles           $   1.45     $  1.29      $  1.98
  Cumulative effects of changes 
    in accounting principles               -           -         (.68)
  Net income                        $   1.45     $  1.29      $  1.30

Common and common equivalent 
 shares outstanding:
  Primary                                516         512          509

  Fully diluted                        1,017       1,015        1,001
</TABLE>
See accompanying notes.

<PAGE>
                Latshaw Enterprises, Inc. and Subsidiaries

               Consolidated Statements of Shareholders' Equity

<TABLE>
<CAPTION>
                                Unrealized
                                Gains on
                    Additional  Marketable                     Total
           Common   Paid-In     Equity     Retained  Treasury  Shareholders'
           Stock    Capital     Securities Earnings  Stock     Equity
                                  (In Thousands)

Balance at 
 October 31, 
 <C>           <C>      <C>         <C>  <S>   <C>       <C>       <C>
  1992             $2,004   $5,548      $    -     $11,253   $(10,699) $ 8,106
   Net income           -        -           -       1,190          -    1,190
   Purchase of 
    112,901 
    shares of 
    common stock        -        -           -           -       (435)    (435)
   Contribution 
    of 26,909 
    shares of 
    common stock 
    (at market) 
    to Employee 
    Stock
    Ownership 
    Trust               -     (447)          -           -       567      120
Balance at October 
30, 1993            2,004    5,101           -      12,443   (10,567)   8,981
 Net income             -        -           -       1,193         -    1,193
 Purchase of 3,831 
  shares of common 
  stock                 -        -           -           -       (28)     (28)
 Contribution of 
  7,059 shares of 
  common stock 
  (at market) to 
  Employee Stock
  Ownership Trust       -      (86)          -           -      146       60
Balance at October 
 29, 1994           2,004    5,015           -      13,636  (10,449)  10,206
 Adjustment to 
  beginning balance 
  for change in
  accounting method, 
  net of income 
  taxes of $5,000       -        -           9           -        -       9
 Change in unrealized 
  gains, net of 
  income taxes of
  $8,000                -        -          13           -        -      13
 Net income             -        -           -       1,329        -   1,329
 Purchase of 3,700 
  shares of common 
  stock                 -        -           -           -      (28)    (28)
 Contribution of 
  8,571 shares of 
  common stock 
  (at market) to 
  Employee Stock
  Ownership Trust       -     (116)          -           -      176       60
Balance at October 
 28, 1995          $2,004   $4,899         $22     $14,965 $(10,301) $11,589
</TABLE>
See accompanying notes.

<PAGE>
                   Latshaw Enterprises, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                   Year ended
                                       October 28,  October 29,  October 30,
                                          1995         1994         1993
                                                 (In Thousands)
Operating activities
<S>                                    <C>          <C>          <C>
Net income                             $1,329       $1,193       $1,190
Adjustments to reconcile 
 net income to net cash 
 provided by operating
 activities:
  Depreciation and amortization         1,570        1,395        1,024
  Deferred compensation                    28          (49)          11
  Gain on sale of property, plant 
   and equipment                          (20)          (1)         (37)
  Loss on sale of marketable
   equity securities                        -          997        2,587
  Unrealized gain on marketable 
   equity securities                        -         (712)      (3,168)
  Contribution to Employee Stock
   Ownership Trust funded through
   issuance of treasury stock              60           60           60
  Provision for losses on accounts
   receivable                              67           31           23
  Deferred income taxes                    25          145          242
  Postretirement benefits                 (22)         (39)         327
  Changes in operating assets and
   liabilities affecting cash and
   cash equivalents:
    Accounts and notes receivable        (723)      (1,015)        (942)
    Inventories                          (169)      (1,282)      (1,559)
    Refundable income taxes              (116)         138           33
    Prepaid expenses                      329          106          279
    Accounts payable                     (836)         474          404
    Customer deposits                      56           78          (30)
    Income taxes payable                    -            3            -
    Accrued expenses                       98          416          266
Net cash provided by operating 
 activities                             1,676        1,938          710
</TABLE>
<PAGE>
                   Latshaw Enterprises, Inc. and Subsidiaries
<TABLE>
<CAPTION>
                 Consolidated Statements of Cash Flows (continued)

                                                   Year ended
                                       October 28,  October 29,  October 30,
                                          1995         1994         1993
                                                 (In Thousands)
Investing activities
Proceeds from sale of marketable 
 <S>                                   <C>    <S>   <C>  <C>     <C> <C>
 equity securities                     $      -     $    158     $   503
Purchases of property, plant 
 and equipment                           (1,916)      (1,919)     (2,192)
Proceeds from sale of property, 
 plant and equipment                         24           39          42
Acquisition of assets of 
 I.H. Molding, Inc. and 
 Coast Wire and Plastic Tech, 
 Inc. (Note 2)                             (637)        (690)          -
Other                                        17           56         (11)
Net cash used in investing 
 activities                              (2,512)      (2,356)     (1,658)

Financing activities
Proceeds from issuance of 
 notes payable                            3,692        2,885       2,595
Principal payments of notes 
 payable                                 (2,644)      (2,296)     (2,492)
Proceeds from issuance of 
 long-term debt                               -          410       2,500
Principal payments of 
 long-term debt                             (49)        (543)     (1,295)
Purchases of treasury stock                 (28)         (28)       (435)
Net cash provided by financing 
 activities                                 971          428         873
Increase (decrease) in cash and 
 cash equivalents                           135           10         (75)
Cash and cash equivalents at 
 beginning of year                          184          174         249
Cash and cash equivalents at 
 end of year                            $   319      $   184     $   174
</TABLE>
See accompanying notes.

<PAGE>
                 Latshaw Enterprises, Inc. and Subsidiaries

                  Notes to Consolidated Financial Statements

                                 October 28, 1995

1.  Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Latshaw 
Enterprises, Inc. (the Company), its wholly-owned subsidiaries, Wescon 
Products Company (Wescon) and Coast Wire & Plastic Tech, Inc., its 80%-
owned subsidiary Helton Incorporated (formerly Helton and Helton Sales), 
and Wescon's wholly-owned subsidiary, I.H. Molding, Inc.  All intercompany 
accounts, transactions and profits have been eliminated.

Marketable Equity Securities

In May 1993, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain 
Investments in Debt and Equity Securities."  The Company adopted the 
provisions of the new standard for investments held as of or acquired 
after October 30, 1994.  In accordance with SFAS No. 115, prior period 
financial statements have not been restated to reflect the change in
accounting principle.

Under SFAS No. 115, marketable equity securities held by the Company are 
classified as available-for-sale.  Available-for-sale securities are 
carried at fair market value, with the unrealized gains and losses, 
net of tax, reported in a separate component of shareholders'
equity.  Realized gains and losses and declines in value judged to be 
other-than-temporary on available-for-sale securities, if any, are included 
in the consolidated statements of income.  The cost of securities sold is 
based on the specific identification method.  The balance of shareholders' 
equity as of October 30, 1994 was increased by $9,000 (net of $5,000 in 
deferred income taxes) to reflect the net unrealized holding gains on 
securities classified as available-for-sale previously carried at the lower 
of aggregate cost or market value.

Inventories

Inventories are stated at the lower of cost using the last-in, first-out 
(LIFO) method or market.  Inventories of approximately $430,000 and $594,000 
as of October 28, 1995 and October 29, 1994, respectively, at the Helton 
Incorporated subsidiary, and $98,000 as of October 28, 1995 at the I.H. 
Molding subsidiary are stated at the lower of cost, using the first-in, 
first-out (FIFO) method, or market.  

<PAGE>
                Latshaw Enterprises, Inc. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

1.  Significant Accounting Policies (continued)

Property, Plant and Equipment

Property, plant and equipment are stated on the basis of cost.  
Depreciation is computed over the estimated useful lives of the 
assets using the straight-line method for financial reporting 
purposes and primarily accelerated methods for income tax purposes.

Income Taxes

Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting 
for Income Taxes," is used in accounting for income taxes, whereby deferred 
tax assets and liabilities are determined based on differences between 
financial reporting and tax bases of assets and liabilities and are 
measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.  On November 1, 1992, 
the Company adopted the provisions of SFAS No. 109.  (See Note 6.)  
Prior to the adoption of SFAS No. 109, income tax expense was determined 
in accordance with Accounting Principles Board Opinion No. 11. 

Net Income Per Share

The computation of primary earnings per common and common equivalent share 
is based on the weighted average number of outstanding common shares and 
additional shares assuming the exercise of dilutive stock options.  
The computation of fully diluted earnings per share further assumes 
conversion of the variable interest rate convertible debentures. 

Credit Concentrations

The Company performs ongoing credit evaluations of its customers' financial 
condition and generally requires no collateral from its customers. The 
Company grants extended credit terms of up to 120 days to approved customers 
with established credit histories. The Company establishes an allowance 
for doubtful accounts based on factors surrounding the credit risk of 
specific customers, historical trends and other information.  

The Company's cash and cash equivalents are placed in high quality, major, 
domestic banks which limit the amount of credit exposure.

<PAGE>
                 Latshaw Enterprises, Inc. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

1.  Significant Accounting Policies (continued)

Cash Equivalents

The Company considers all short-term, highly liquid investments purchased 
with maturities of three months or less to be cash equivalents.  

2.  Acquisitions

On September 1, 1995, the Company acquired I.H. Molding, Incorporated (I.H. 
Molding). I.H. Molding is primarily engaged in the manufacture, distribution 
and selling of injection molding products.  The total purchase price of 
approximately $1,226,000 was financed with available cash drawn from 
Wescon's bank line of credit, the assumption of certain liabilities of the 
selling shareholders totaling $145,000, and the issuance of a five-year 
noncompete agreement between the former shareholders and certain employees 
of I.H. Molding and the Company.  Under the terms of the noncompete 
agreement, the Company has agreed to make five annual payments to the former 
I.H. Molding shareholders and employees of $111,000 per year with the first 
installment paid at closing.  The asset related to the noncompete payments 
of $555,000 is being amortized using the straight line method over the 
term of the agreement.  

On December 23, 1993, the Company acquired Coast Wire & Plastic Tech, 
Incorporated (Coast Wire).  Coast Wire is primarily engaged in the 
manufacture and supply of high performance specialty electrical wire and 
low noise cable for commercial electronic applications.  The total 
purchase price of approximately $690,000 was financed with available 
cash drawn from Wescon's bank line of credit.  

Both acquisitions have been accounted for using the purchase method of 
accounting, and the results of operations for both companies have been 
included in the respective year's accompanying consolidated financial 
statements since the date of acquisition.  The cost of both acquisitions 
has been allocated on the basis of the estimated fair market value of
the assets acquired and liabilities assumed.  No goodwill was recorded 
as a result of either acquisition.

<PAGE>
                Latshaw Enterprises, Inc. and Subsidiaries

           Notes to Consolidated Financial Statements (continued)


3.  Inventories
<TABLE>
<CAPTION>
Inventories consist of the following:

                                             October 28,      October 29,
                                                1995             1994
                                                    (In Thousands)

    <S>                                      <C>              <C>
    Raw materials                            $5,829           $5,659
    Work-in-process and
     finished goods                           2,183            2,110
                                              8,012            7,769
    Adjustment to LIFO cost                      44              (48)
                                             $8,056           $7,721
</TABLE>
4.  Notes Payable and Long-Term Debt
<TABLE>
<CAPTION>
Long-term debt consists of the following:

                                             October 28,      October 29,
                                                1995             1994
                                                   (In Thousands)
Variable interest rate convertible 
 debentures, interest payable 
 semiannually at prime plus 1%, due
 <C>      <C>                                <C>              <C>
 November 8, 2022                            $2,500           $2,500

Mortgage note payable in monthly 
 installments of $6,292, including 
 interest at 7.5%, due January 2001             327              376
                                              2,827            2,876
Less current portion                             53               49
                                             $2,774           $2,827
</TABLE>
The prime rate at October 28, 1995 was 8.75%.  The mortgage note payable is
collateralized by a real estate mortgage on a building with an approximate 
carrying value of $564,000 at October 28, 1995.  The aggregate principal 
amounts of long-term debt maturing in the next five fiscal years are as 
follows:  1996 - $53,000; 1997 - $57,000; 1998 - $61,000; 1999 - $66,000; 
and 2000 - $71,000.

<PAGE>
                Latshaw Enterprises, Inc. and Subsidiaries

           Notes to Consolidated Financial Statements (continued)      


4.  Notes Payable and Long-Term Debt (continued)

On November 6, 1992, the Company issued $2,500,000 of variable interest 
rate debentures, due November 8, 2022.  On or after January 1, 1995, the 
debentures are redeemable at the option of the Company, in whole or in part, 
at redemption prices declining from 105% of their principal amount.  The 
debentures are convertible at any time prior to maturity, unless previously 
redeemed, into the Company's common stock at a conversion price of $5 per 
share.  A portion of the proceeds from the financing was used to retire 
a $1,250,000 note payable to shareholder.

At October 28, 1995, the Company, through its subsidiary, Wescon, has an 
unused line of credit for short-term bank borrowings of $2,900,000 remaining 
of the $6,000,000 available, providing for interest at prime.  This line 
of credit is collateralized by equipment, real estate, marketable equity 
securities, inventories and accounts receivable.  The line of credit 
agreement limits cash dividends, loans or other cash transfers from
Wescon to the Company.  At October 28, 1995, restricted net assets of 
Wescon were approximately $21,691,000.  The Company, through its subsidiary, 
Helton Incorporated, also has outstanding borrowings of $125,000 at 
October 28, 1995 on a $350,000 bank line of credit, with interest at 
prime plus 1.25%.  The line of credit is collateralized by inventory 
and accounts receivable of Helton Incorporated.  The weighted average 
interest rate on these line of credit agreements was 9.2% and 7.9% in 
1995 and 1994, respectively.

The Company finances certain property, liability, workmen's compensation, 
and officer and director insurance premiums and has issued notes payable 
totaling $323,000 and $238,000 during 1995 and 1994, respectively, under 
which payments are due monthly in the following year.  At October 28, 1995 
and October 29, 1994, the outstanding balance under these notes payable 
amounted to $245,000 and $169,000, respectively.  The weighted average 
interest rate on these notes payable was 8.4% and 8.3% in 1995 and 1994, 
respectively.

Interest payments on notes payable and long-term debt were $493,000, 
$335,000 and $203,000 in 1995, 1994 and 1993, respectively.

<PAGE>
         Latshaw Enterprises, Inc. and Subsidiaries

      Notes to Consolidated Financial Statements (continued)


5.  Employee Compensation and Benefits

The Company and its subsidiaries have two defined benefit pension plans 
(Retirement Income Plan and Hourly Plan) covering substantially all 
employees.  The benefits are based on years of service.  

The Company's funding policy is to contribute each year the net periodic 
pension cost as determined according to SFAS No. 87, "Employers' Accounting 
for Pensions."  However, the contribution for any year will not be less than 
the minimum required contribution nor greater than the maximum tax deductible 
contribution.

A summary of the net periodic pension cost for the defined benefit plans 
follows:
<TABLE>
<CAPTION>
                                     1995            1994           1993
                                                (In Thousands)

Service cost - benefits earned 
 <S>                                 <C>             <C>            <C>
 during the period                   $ 126           $ 135          $ 125
Interest cost on projected 
 benefit obligation                    434             406            415
Actual return on plan assets          (471)           (413)          (411)
Net amortization and deferral          (97)            (36)           (67)
                                     $  (8)          $  92          $  62
</TABLE>
Assumptions used in accounting for the defined benefit plans were as follows:
<TABLE>
                                     1995            1994            1993

<S>                                  <C>             <C>             <C>
Weighted average discount rate       8.25%           7.0%            7.0%
Rates of increase in compensation 
 levels                              5.0%            5.0%            5.0%
Expected long-term rate of return 
 on assets                           9.0%            8.0%            8.0%
</TABLE>
The effect of changing the weighted average discount rate and the expected 
long-term rate of return on assets in 1995 was not material.

The following table sets forth the funded status and amounts recognized in 
the consolidated balance sheets at October 28, 1995 and October 29, 1994 
for the Company's defined benefit pension plans.


<PAGE>
                Latshaw Enterprises, Inc. and Subsidiaries

           Notes to Consolidated Financial Statements (continued)


5.  Employee Compensation and Benefits (continued)

Actuarial present value of benefit obligations information is as follows:
<TABLE>
<CAPTION>
                        October 28, 1995                  October 29, 1994
                    Retirement                         Retirement
                      Income       Hourly                Income        Hourly
                       Plan         Plan                  Plan          Plan
                                          (In Thousands)
Vested benefit 
 <S>                <C>            <C>                 <C>             <C>
 obligation         $ 4,168        $1,180              $ 3,889         $1,008

Accumulated benefit
 obligation         $ 4,256        $1,200              $ 3,960         $1,028
Plan assets at fair 
 value              $ 3,757        $1,653              $ 3,677         $1,520
Projected benefit 
 obligation           4,736         1,200                4,350          1,028
Projected benefit 
 obligation less 
 (more) than plan
 assets                (979)          453                 (673)           492
Unrecognized net 
 gain                   (27)          (36)                (255)          (115)
Unrecognized 
 transition net
 asset, net of 
 amortization           (89)         (229)                (102)          (262)
Net pension asset 
 (liability)
 recognized in the 
 consolidated  
 balance sheet      $(1,095)       $  188              $(1,030)       $   115
</TABLE>
At October 28, 1995, approximately 40% of the plans' assets were invested in
U.S. Government securities and 60% were invested in Separate Pooled Fund 
Accounts of the plans' trustee.

The Company has an Employee Stock Ownership Trust covering substantially all
employees.  Company contributions are charged to expense when approved 
annually by the Board of Directors.  In each of the last three years, the 
Company made a $60,000 contribution to the Employee Stock Ownership Trust 
which was funded by the issuance of 8,571, 7,059 and 10,909 shares of the 
Company's treasury stock in 1995, 1994 and 1993, respectively.  The $60,000 
contribution accrued at October 31, 1992 was funded through the issuance of 
16,000 shares of the Company's treasury stock with a market value of $60,000 
in 1993.


<PAGE>
         Latshaw Enterprises, Inc. and Subsidiaries

     Notes to Consolidated Financial Statements (continued)


5.  Employee Compensation and Benefits (continued)

Additionally, the Company has a defined contribution 401(k) plan which covers
substantially all employees.  The Company contributes a specified percentage 
of each participant's annual compensation up to certain limits as defined in 
the plan.  For fiscal years 1995, 1994 and 1993, the Company recorded expense 
related to the plan of approximately $138,000, $133,000 and $114,000, 
respectively.

During the year ended October 30, 1993, the Company adopted SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions."  
This statement requires that the projected future cost of retiree health 
and life insurance be recognized as an expense as employees render service 
instead of when the benefits are paid.  The cumulative effect as of November 
1, 1992 of adopting SFAS No. 106 decreased net income by $241,000, net of the 
related tax effect of $124,000 ($0.47 per share - primary and $0.24 per 
share - fully diluted).  The effect of changes in the plan and actuarial 
assumptions during the year resulted in a net decrease of the postretirement
benefit costs of approximately $38,000.

The Company has supplemental retirement agreements with certain former 
officers.  Expenses of $172,000, $124,000 and $128,000 have been recognized 
in 1995, 1994 and 1993, respectively, related to these agreements.

6.  Income Taxes

Effective November 1, 1992, the Company changed its method of accounting 
for income taxes from the deferred method to the liability method required 
by SFAS No. 109, "Accounting for Income Taxes."  The cumulative effect of 
adopting SFAS No. 109 as of November 1, 1992 decreased net income by 
$440,000 ($0.87 per share - primary and $0.44 per share - fully diluted).  
The application of the new income tax rules had an immaterial effect on net 
income during the year ended October 30, 1993.


<PAGE>
           Latshaw Enterprises, Inc. and Subsidiaries      

        Notes to Consolidated Financial Statements (continued)

6.  Income Taxes (continued)

Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial 
reporting purposes and the amounts used for income tax purposes.  
Significant components of the Company's deferred tax assets and liabilities 
as of October 28, 1995 and October 29, 1994, are as follows:
<TABLE>
<CAPTION>
                                               1995             1994
                                                   (In Thousands)
Deferred tax assets:
 Capital loss carryforward on 
 <C>        <S>                                <C>              <C>
 marketable equity securities                  $1,398           $1,398
 Pension and deferred compensation 
 accrual                                          697              675
 Vacation accrual                                 170              166
 Postretirement benefit obligation                104              112
 Workers' compensation accrual                     98               69
 Other - net                                      149              109
 Total deferred tax assets                      2,616            2,529

Deferred tax liabilities:
 Depreciation                                    (379)            (317)
 Tooling amortization                            (249)            (186)
 Prepaid insurance                               (120)            (104)
 Other - net                                      (30)             (33)
Total deferred tax liabilities                   (778)            (640)
                                                1,838            1,889
Valuation allowance for deferred tax 
 assets                                        (1,385)          (1,398)
Net deferred tax assets                       $   453          $   491
</TABLE>
<PAGE>
             Latshaw Enterprises, Inc. and Subsidiaries

         Notes to Consolidated Financial Statements (continued)


6.  Income Taxes (continued)

The income tax provision (benefit) consists of the following:
<TABLE>
<CAPTION>
                                  1995             1994             1993
                                              (In Thousands)
Current:
 <S>                              <C>              <C>              <C>
 Federal                          $650             $661             $249
 State                             130               65                -
 Total current                     780              726              249
Deferred:
 Federal                            22              130              (63)
 State                               3               15              (11)
Total deferred                      25              145              (74)
                                  $805             $871             $175
</TABLE>
A reconciliation of the income tax provision to the amounts computed at the 
federal statutory rate is as follows:
<TABLE>
<CAPTION>
                                  1995            1994             1993
                                             (In Thousands)

<S>                               <C>             <C>              <C>
Provision at statutory rate       $726            $702             $696
State income taxes, net of 
 federal tax benefit                88              53                -   
Change in valuation reserve        (13)            238             (561)
Contribution of qualified use
 property                            -             (43)               -
Other                                4             (79)              40
                                  $805            $871             $175
</TABLE>
The change in the valuation reserve for the year ended October 29, 1994 
is principally attributable to the effect of increased capital loss 
carryforwards resulting from the sale of marketable equity securities 
in 1994, net of the $712,000 reduction of cumulative unrealized capital 
losses on marketable equity securities, on which valuation reserves were
previously provided.

<PAGE>
           Latshaw Enterprises, Inc. and Subsidiaries

        Notes to Consolidated Financial Statements (continued)


6.  Income Taxes (continued)

The change in the valuation reserve for the year ended October 30, 1993 
is principally attributable to the $3,168,000 reduction of cumulative 
unrealized capital losses on marketable equity securities, on which 
valuation reserves were previously provided, net of the effect of 
increased capital loss carryforwards resulting from the sale of marketable
equity securities in 1993.  The valuation reserve was further reduced by 
$250,000 due to the effect of the improved profitability of the Company 
operations in 1993 on the estimated realizability of certain deferred 
tax assets in the future years.

Income tax payments were $892,000, $725,000 and $406,000 in 1995, 1994 
and 1993, respectively.  In addition, the Company received income tax 
refunds of $140,000 and $190,000 in 1994 and 1993, respectively.

7.  Marketable Equity Securities

The following is a summary of available-for-sale marketable equity 
securities:
<TABLE>
                                       October 28,     October 29,
                                         1995              1994
                                             (In Thousands)
         <S>                           <C>             <C>
         Cost                          $415            $415
         Gross unrealized gains          35              15
         Gross unrealized losses          -              (1)
         Estimated fair value          $450            $429
</TABLE>
8.  Stock Options

The Company has a stock benefit plan that provides for the purchase of the 
Company's stock by key employees at the fair market value of the shares at 
the date of grant.  Shareholders approved the employee stock benefit plan 
in fiscal 1988, and 60,000 common shares were reserved for stock options.  
The terms of options are determined at the discretion of the Compensation 
Committee of the Board of Directors, except that no option shall be fully 
or partially exercisable less than one year or more than 10 years after
the date of grant.  Options currently granted become exercisable in 
increasing amounts on each anniversary date of the grant over the four 
years following the date of grant.



<PAGE>
               Latshaw Enterprises, Inc. and Subsidiaries

           Notes to Consolidated Financial Statements (continued)


8.  Stock Options (continued)

During 1988, options for the purchase of 50,000 shares were granted at an 
exercise price of $18 per share.  During 1990, shareholders approved a stock 
option exchange plan under which 15,000 of these options were exchanged 
for the same number of options at an exercise price of $15 per share, 
the fair market value of the Company's stock on the exchange date.  The 
remaining 35,000 options expired during 1993.  On February 3, 1993, options 
for the purchase of 45,000 shares were granted at an exercise price of 
$5 per share, the fair market value of the Company's stock on the date of 
grant.  The options to purchase 15,000 shares, issued in connection with 
the stock option exchange plan discussed above, expired in 1995.  There 
were no stock options granted in 1994 or 1995.

There have been no stock options canceled (except as related to the stock 
option exchange plan) or exercised since the inception of the plan.  At 
October 28, 1995, of the 45,000 outstanding options, there were 13,500 
options exercisable under the stock benefit plan.

9.  Commitments and Contingencies

The Company has entered into noncancelable operating leases for office, 
manufacturing and warehouse space, automobiles and certain equipment.  
The remaining commitments for future minimum lease payments under these 
leases (in thousands) are as follows:
<TABLE>
                     <C>               <C>
                     1996              $240
                     1997               123
                     1998                61
                     1999                14
                                       $438
</TABLE>
Total rent expense for the years ended October 28, 1995, October 29, 1994 
and October 30, 1993 was $304,000, $262,000 and $155,000, respectively.

At October 28, 1995, the Company is contingently liable for letters of 
credit outstanding totaling $1,680,000, which guarantee various trade and 
insurance activities.

<PAGE>
               Latshaw Enterprises, Inc. and Subsidiaries

          Notes to Consolidated Financial Statements (continued)


9.  Commitments and Contingencies (continued)

The Company has been identified as a potentially responsible party by the 
United States Environmental Protection Agency (EPA) concerning the disposal 
of hazardous substances at the Doepke-Holliday Super Fund Site (the Site) 
in Johnson County, Kansas.  The EPA informed the Company that it had 
information indicating that wastes from the Company were disposed at the 
Site. 

On April 1, 1994, the EPA sent a draft consent decree indicating a desire 
to negotiate a remedial action.  The EPA has released an estimate of 
between $9,000,000 and $11,500,000 for the total clean up and response 
costs at the Site.

The Company has been asked to participate in the Holliday Remediation Task 
Force (the Task Force), a group of potentially responsible parties for the 
Site.  The Task Force currently has 40 active members and is negotiating 
participation by other potentially responsible parties.  The parties who 
join the Task Force must agree to participate at one of five specified 
levels of contribution based on the Task Force's assessment of liability
and to pay a portion of future response and remediation costs based on 
their specified level of contribution.  The Company has agreed to join 
the Task Force and participate in the third contribution level.  The 
Company estimates the remaining amount of financial contribution, 
including legal and consulting costs associated with the contingency, 
that may yet be required at the third highest contribution level at 
approximately $125,000.

At October 28, 1995 and October 29, 1994, other accrued expenses includes 
a current liability of $125,000 and $150,000, respectively, relating to 
this contingency.  As a result of this matter, the Company has requested 
copies of insurance policies that were in effect during the period the 
contamination allegedly took place.  The Company plans to evaluate the 
coverage that existed during this period and determine whether a claim 
should be filed with the carrier.  The Company's ability to obtain 
contribution from the insurance carrier is not ascertainable at this time.

It is the opinion of management, based on currently available information, 
that remaining costs to be incurred through participation in the Task Force 
are not likely to materially vary from the amount accrued at October 28, 1995.



<PAGE>
             Latshaw Enterprises, Inc. and Subsidiaries

          Notes to Consolidated Financial Statements (continued)


10.  Industry Information

The Company is a manufacturer and marketer of mechanical controls, cable 
devices, wire and screw machine parts, and precision injection molded and 
vacuum-formed plastic parts for use primarily by original equipment 
manufacturers.  The Company also buys, or manufactures and markets, a 
limited number of consumer products for resale in the retail market.  
Sales to one customer accounted for 12% of net sales in 1995, and sales 
to two customers accounted for 24% and 26% of net sales in 1994 and 1993, 
respectively.

<PAGE>
             Latshaw Enterprises, Inc. and Subsidiaries
<TABLE>
<CAPTION>
                          Five-Year Summary

                       1995         1994        1993         1992        1991
                                (In Thousands, Except Per Share Data)
Summary of operations
<S>                   <C>         <C>          <C>          <C>        <C>
Net sales             $41,102     $38,732      $30,941      $26,366    $20,775
Cost of sales          32,146      29,230       23,851       21,615     18,250
Gross profit            8,956       9,502        7,090        4,751      2,525

Selling, general 
 and administrative 
 expenses               6,474       6,795        5,445        5,301      4,587
Interest expense          523         361          277          227        591
Interest income           (15)        (16)         (19)         (41)       (19)
Loss (gain) on sale 
 of marketable equity 
 securities                 -         997        2,587         (333)     1,045
Unrealized gain on 
 marketable equity 
 securities                 -        (712)      (3,168)         (30)    (1,680)
Other - net              (160)         13          (78)         (55)      (145)
Income (loss) before 
 income taxes, 
 extraordinary item 
 and cumulative effects 
 of changes in 
 accounting principles  2,134       2,064        2,046         (318)   (1,854)

Income tax provision 
 (benefit)                805         871          175         (108)     (596)
Income (loss) before 
 extraordinary item 
 and cumulative
 effects of changes 
 in accounting 
 principles             1,329       1,193        1,871         (210)   (1,258)

Extraordinary item - 
 tax benefit
 from utilization 
 of capital loss
 carryforwards             -           -             -          124       216
Income (loss) before 
 cumulative effects of 
 changes in accounting 
 principles            1,329        1,193         1,871         (86)   (1,042)

Cumulative effects 
 of adopting
 new methods 
 of accounting
 for income taxes 
 and postretirement 
 benefits                  -            -          (681)          -         -
Net income (loss)    $ 1,329      $ 1,193       $ 1,190      $  (86)  $(1,042)
</TABLE>

                       Latshaw Enterprises, Inc. and Subsidiaries
<TABLE>
<CAPTION>
                             Five-Year Summary (continued)


                       1995         1994        1993         1992        1991
                                (In Thousands, Except Per Share Data)
Common stock data 
Net income (loss) 
 per common and
 common equivalent 
 share:
  <S><C>               <C>          <C>         <C>       <C>        <C>
  Primary              $  2.58      $  2.33     $  2.34   $  (.15)   $ (1.80)
  Fully diluted        $  1.45      $  1.29     $  1.30   $  (.15)   $ (1.80)
Book value per share   $ 23.09      $ 20.53     $ 18.18   $ 13.98    $ 14.17

Weighted average 
 common and common 
 equivalent shares
 outstanding:
  Primary                  516          512         509       586       580
  Fully diluted          1,017        1,015       1,001       586       580

Balance sheet data
Current assets         $16,818      $15,327     $13,011   $10,411   $14,115
Property, plant and 
equipment - net          7,075        6,411       5,843     4,680     4,541
Deferred income taxes        -            -           -       339       113
Noncompete agreement       537            -           -         -         -
Other assets               218          226         212       201       179
                       $24,648      $21,964     $19,066   $15,631   $18,948

Current liabilities    $ 7,827      $ 6,900     $ 5,379   $ 4,258   $ 8,760
Long-term debt           2,774        2,827       2,775     1,764       467
Noncompete obligation      333            -           -         -         -
Pensions and deferred
 compensation            1,621        1,571       1,528     1,503     1,528
Postretirement benefit
 obligation                266          288         327         -         -
Deferred income taxes      238          172          76         -         -
Shareholders' equity    11,589       10,206       8,981      8,106    8,193
                       $24,648      $21,964     $19,066    $15,631  $18,948

Working capital        $ 8,991      $ 8,427     $ 7,632    $ 6,153  $ 5,355
</TABLE>