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 
November 2, 1996 and October 28, 1995, and the related consolidated 
statements of income, shareholders' equity and cash flows for
each of the three fiscal years in the period ended November 2, 1996.  
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 November 2, 1996
and October 28, 1995, and the consolidated results of their 
operations and their cash flows for each of the three fiscal years in 
the period ended November 2, 1996, 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.


                                        /s/Ernst & Young LLP
                                        Ernst & Young LLP

December 11, 1996, except for
 Note 10, as to which the date
 is December 14, 1996


<PAGE>
                 Latshaw Enterprises, Inc. and Subsidiaries

<TABLE>
<CAPTION>
                        Consolidated Balance Sheets

                                             November 2,      October 28,
                                               1996              1995
                                                   (In Thousands)
Assets
Current assets:
 <S>                                         <C> <C>          <C> <C>
 Cash and cash equivalents                   $   240          $   319
 Marketable equity securities 
  (Notes 3 and 6)                                591              450
 Accounts and notes receivable, 
  less allowance for doubtful 
  accounts of $162,000 in 1996 
  and $121,000 in 1995 (Note 3)                7,952            6,787
 Inventories (Notes 2 and 3)                   7,767            8,056
 Refundable income taxes                           -              116
 Deferred income taxes (Note 5)                  784              691
 Prepaid expenses                                474              399
Total current assets                          17,808           16,818

Property, plant and equipment (Note 3):
 Land                                            166              166
 Buildings and improvements                    4,182            4,028
 Machinery and equipment                      14,122           12,770
 Transportation equipment                         70               51
 Furniture and fixtures                        2,324            2,167
                                              20,864           19,182
 Less accumulated depreciation 
  and amortization                           (13,487)         (12,107)
                                               7,377            7,075
Noncompete agreement, less 
 accumulated amortization
 of $129,000 in 1996 and
 $18,000 in 1995 (Note 9)                        426              537

Other assets                                     220              218
                                             $25,831          $24,648
<PAGE>

                                              November 2,      October 28,
                                                 1996             1995
                                                     (In Thousands)

</TABLE>
<TABLE>
<CAPTION>
Liabilities and shareholders' equity
Current liabilities:
 <S>           <C>   <C>                    <C>              <C>
 Notes payable (Note 3)                     $ 2,072          $ 3,470
 Accounts payable                             2,756            2,107
 Customer deposits                               68              166
 Income taxes payable                            54                -
 Accrued expenses:
  Salaries, wages and commissions               569              587
  Vacation                                      486              435
  Deferred compensation                         137              138
  Insurance                                     312              251
  Property taxes                                188              171
  Other                                         355              338
 Current portion of long-term 
  debt (Note 3)                                  57               53
 Current portion of noncompete 
  obligation (Note 9)                           111              111 
Total current liabilities                     7,165            7,827

Long-term debt, less current 
 portion (Note 3)                             2,717            2,774
Noncompete obligation, less 
 current portion (Note 9)                       222              333 
Pensions and deferred compensation 
 (Note 4)                                     1,645            1,621
Postretirement benefit obligation 
 (Note 4)                                       243              266
Deferred income taxes (Note 5)                  257              238
Shareholders' equity 
 (Notes 3, 6, 7 and 10):
 Preferred stock, no par value:
  Authorized shares - 500,000, 
   none issued                                    -                -
 Common stock, $100 par value:
  Authorized shares - 30,000
  Issued shares - 20,043                      2,004            2,004
 Class C common stock, $2 par value:
  Authorized shares - 1,000,000,
  none issued                                     -                -
 Additional paid-in capital                   4,899            4,899
 Unrealized gains on marketable 
  equity securities                             112               22
 Retained earnings                           16,904           14,965
                                             23,919           21,890
 Less cost of common stock held 
  in treasury, 10,113 shares 
  in 1996 and 10,004 shares 
  in 1995                                   (10,337)         (10,301)
                                             13,582           11,589
                                            $25,831          $24,648
</TABLE>
See accompanying notes.

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

                                                 Year ended
                                    November 2,  October 28,  October 29,
                                       1996         1995         1994
                                    (In Thousands, Except Per Share Data)

<S>                                 <C>          <C>          <C>
Net sales                           $44,407      $41,102      $38,732
Cost of sales                        34,376       32,146       29,230
Gross profit                         10,031        8,956        9,502

Selling, general and 
 administrative expenses              6,899        6,474        6,795
Interest expense                        513          523          361
Interest income                         (14)         (15)         (16)
Loss on sale of marketable 
 equity securities                        -            -          997
Unrealized gain on marketable 
 equity securities                        -            -         (712)
Gain on sale of other
 investments                           (189)           -            -
Other - net                            (111)        (160)          13
Income before income taxes            2,933        2,134        2,064

Income tax provision (Note 5)           994          805          871
Net Income                            1,939        1,329        1,193


</TABLE>
<PAGE>
                  Latshaw Enterprises, Inc. and Subsidiaries
<TABLE>
<CAPTION>
                  Consolidated Statements of Income (continued)


                                                 Year ended
                                    November 2,  October 28,  October 29,
                                      1996          1995         1994
                                    (In Thousands, Except Per Share Data)
Net income per common and common
 equivalent share (Note 10):
  <S>                               <C>             <C>         <C>
  Primary:                          $187.92        $128.80      $115.62

  Fully diluted:                    $102.43        $ 72.72      $ 64.38


Common and common equivalent 
 shares outstanding (Note 10):
  Primary                            10,318         10,318       10,245

  Fully diluted                      20,404         20,324       20,287

</TABLE>
See accompanying notes.


<PAGE>
                Latshaw Enterprises, Inc. and Subsidiaries

               Consolidated Statements of Shareholders' Equity

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

Balance at 
 October 30, 
 <C>           <C>      <C>         <C>  <S>   <C>       <C>       <C>
  1993             $2,004   $5,101      $    -     $12,443  $(10,567) $ 8,981
   Net income           -        -           -       1,193         -    1,193
   Purchase of 
    77 shares
    of 
    common stock        -        -           -           -       (28)     (28)
   Contribution 
    of 141 
    shares of 
    common stock 
    (at market) 
    to Employee 
    Stock
    Ownership 
    Trust               -      (86)          -           -       146       60
Balance at October 
 29, 1994           2,004    5,105           -      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 74 
  shares of common 
  stock                 -        -           -           -      (28)     (28)
 Contribution of  
  171 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
 Net income             -        -           -       1,939        -    1,939
 Purchase of 109 
  shares of common 
  stock                 -        -           -           -      (36)     (36)
 Change in 
  unrealized gains, 
  net of income
  taxes of $51,000      -        -          90           -        -       90 
Balance at November 
 2, 1996           $2,004   $4,899        $112     $16,904 $(10,337) $13,582
</TABLE>
See accompanying notes.

<PAGE>
                   Latshaw Enterprises, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                   Year ended
                                       November 2,  October 28,  October 29,
                                          1996         1995         1994
                                                 (In Thousands)
Operating activities
<S>                                    <C>          <C>          <C>
Net income                             $1,939       $1,329       $1,193
Adjustments to reconcile 
 net income to net cash 
 provided by operating
 activities:
  Depreciation                          1,770        1,552        1,373
  Amortization                            128           18           22
  Pensions and
   deferred compensation                   23           28          (49)
  Gain on sale of property, plant 
   and equipment                            _          (20)          (1)
  Gain on sale of other
   investments                           (189)           -            -
  Loss on sale of marketable
   equity securities                        -            -          997
  Unrealized gain on marketable 
   equity securities                        -            -         (712)
  Contribution to Employee Stock
   Ownership Trust funded through
   issuance of treasury stock               -           60           60
  Provision for losses on accounts
   receivable                              72           67           31
  Deferred income taxes                  (125)          25          145 
  Postretirement benefits                 (23)         (22)         (39)
  Changes in operating assets and
   liabilities affecting cash and
   cash equivalents:
    Accounts and notes receivable      (1,237)        (723)      (1,015)
    Inventories                           289         (169)      (1,282)
    Refundable income taxes               116         (116)         138   
    Prepaid expenses                      273          329          106
    Accounts payable                      649         (836)         474
    Customer deposits                     (98)          56           78
    Income taxes payable                   54            -            3
    Accrued expenses                      128           98          416
Net cash provided by operating 
 activities                             3,769        1,676        1,938
</TABLE>
<PAGE>
                   Latshaw Enterprises, Inc. and Subsidiaries
<TABLE>
<CAPTION>
                 Consolidated Statements of Cash Flows (continued)

                                                   Year ended
                                       November 2,  October 28,  October 29,
                                          1996         1995         1994
                                                 (In Thousands)
Investing activities
Proceeds from sale of marketable 
 <S>                                   <C>    <S>   <C>   <C>     <C>  <C>
 equity securities                     $      -     $      -     $    158
Purchases of property, plant 
 and equipment                           (2,072)      (1,916)      (1,919)
Proceeds from sale of
 other investments                          216            -            -
Proceeds from sale of property, 
 plant and equipment                          -           24           39
Acquisition of assets of 
 I.H. Molding, Inc. and 
 Coast Wire and Plastic Tech, 
 Inc. (Note 9)                                -         (637)        (690)
Other                                       (46)          17           56
Net cash used in investing 
 activities                              (1,902)      (2,512)      (2,356)

Financing activities
Proceeds from issuance of 
 notes payable                            2,125        3,692        2,885
Principal payments on notes 
 payable and noncompete
 obligations                             (3,982)      (2,644)      (2,296)
Proceeds from issuance of 
 long-term debt                               -            -          410
Principal payments of 
 long-term debt                             (53)         (49)        (543)
Purchases of treasury stock                 (36)         (28)         (28)
Net cash provided by (used in) 
 financing activities                    (1,946)         971          428
Increase (decrease) in cash and 
 cash equivalents                           (79)         135           10 
Cash and cash equivalents at 
 beginning of year                          319          184          174
Cash and cash equivalents at 
 end of year                            $   240      $   319      $   184
</TABLE>
See accompanying notes.

<PAGE>
                 Latshaw Enterprises, Inc. and Subsidiaries

                  Notes to Consolidated Financial Statements

                                 November 2, 1996

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. (Coast Wire);
its 80%-owned subsidiary, Helton Incorporated (formerly Helton and Helton
Sales); and Wescon's wholly-owned subsidiary, I.H. Molding, Inc. (I.H.
Molding).  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."  During 1995, 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 were not 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 $346,000 and $430,000 
as of November 2, 1996 and October 28, 1995, respectively, at the Helton 
Incorporated subsidiary, and $204,000 and $98,000 as of November 2, 1996 and
October 28, 1995, respectively, 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.   

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. See Note
10 regarding the reverse stock split approved by the Board of Directors in
December 1996. 

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.  

Use of Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

Financial Instrument

The carrying value of the Company's financial instruments, including cash and
cash equivalents, accounts and notes receivable, notes payable, accounts
payable and long-term debt, approximates their fair market value.

Advertising

The Company expenses advertising costs as incurred. Advertising expense
charged to operations amounted to approximately $316,000, $218,000 and
$348,000 in 1996, 1995 and 1994, respectively.

Reclassifications

Certain amounts in the 1995 and 1994 consolidated financial statements and
accompanying notes have been reclassified to conform with the 1996
presentation.


<PAGE>
                Latshaw Enterprises, Inc. and Subsidiaries

           Notes to Consolidated Financial Statements (continued)


2.  Inventories

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

                                     November 2,       October 28,
                                        1996              1995     
                                           (In Thousands)

    <S>                              <C>               <C>
    Raw materials                    $5,495            $5,829
    Work-in-process and
     finished goods                   2,236             2,183
                                      7,731             8,012
    Adjustment to LIFO cost              36                44
                                     $7,767            $8,056
</TABLE>

3.  Notes Payable and Long-Term Debt

<TABLE>
<CAPTION>
Long-term debt consists of the following:

                                     November 2,       October 28,
                                        1996              1995
                                           (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     274               327
                                      2,774             2,827
Less current portion                     57                53
                                     $2,717            $2,774
</TABLE>

The prime rate at November 2, 1996 was 8.25%.  The mortgage note payable is
collateralized by a real estate mortgage on a building with an approximate 
carrying value of $542,000 at November 2, 1996.  The aggregate principal 
amounts of long-term debt maturing in the next five fiscal years are as 
follows:  1997 - $57,000; 1998 - $61,000; 1999 - $66,000; 2000 - $71,000;
and 2001 - $19,000.

<PAGE>
                Latshaw Enterprises, Inc. and Subsidiaries

           Notes to Consolidated Financial Statements (continued)      


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

On or after January 1, 1995, the variable interest rate convertible
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.

At November 2, 1996, the Company, through its subsidiary, Wescon, has an 
unused line of credit for short-term bank borrowings of $5,200,000 remaining 
of the $7,000,000 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 November 2, 1996, restricted net assets of 
Wescon were approximately $23,842,000.  The Company, through its subsidiary, 
Helton Incorporated, also has outstanding borrowings of $25,000 at 
November 2, 1996 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 8.5% and 9.2% in 
1996 and 1995, respectively.

The Company finances certain property, liability, workers' compensation, 
and officer and director insurance premiums and has issued notes payable 
totaling $348,000 and $323,000 during 1996 and 1995, respectively, under 
which payments are due monthly in the following year.  At November 2, 1996
and October 28, 1995, the outstanding balance under these notes payable 
amounted to $247,000 and $245,000, respectively.  The weighted average 
interest rate on these notes payable was 10.6% and 8.4% in 1996 and 1995, 
respectively.

Interest payments on notes payable and long-term debt were $498,000,
$493,000 and $335,000 in 1996, 1995 and 1994, respectively.

<PAGE>
         Latshaw Enterprises, Inc. and Subsidiaries

      Notes to Consolidated Financial Statements (continued)


4.  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>
                                     1996            1995           1994
                                                (In Thousands)

Service cost - benefits earned 
 <S>                                 <C>             <C>            <C>
 during the period                   $ 151           $ 126          $ 135
Interest cost on projected 
 benefit obligation                    438             434            406
Actual return on plan assets          (468)           (471)          (413)
Net amortization and deferral          (53)            (97)           (36)
                                     $  68           $  (8)         $  92
</TABLE>

Assumptions used in accounting for the defined benefit plans were as follows:

<TABLE>
                                     1996            1995           1994

<S>                                  <C>             <C>             <C>
Weighted average discount rate       7.75%           7.50%           8.25%
Rates of increase in compensation 
 levels                              5.0%            5.0%            5.0%
Expected long-term rate of return 
 on assets                           9.0%            9.0%            8.0%
</TABLE>

The effect of changing certain assumptions in 1996 and 1995, as described
above, was not material.

The following table sets forth the funded status and amounts recognized in 
the consolidated balance sheets at November 2, 1996 and October 28, 1995
for the Company's defined benefit pension plans.


<PAGE>
                Latshaw Enterprises, Inc. and Subsidiaries

           Notes to Consolidated Financial Statements (continued)


4.  Employee Compensation and Benefits (continued)

Actuarial present value of benefit obligations information is as follows:

<TABLE>
<CAPTION>
                        November 2, 1996                  October 28, 1995
                    Retirement                         Retirement
                      Income       Hourly                Income        Hourly
                       Plan         Plan                  Plan          Plan
                                          (In Thousands)
Vested benefit 
 <S>                <C>            <C>                 <C>             <C>
 obligation         $ 4,398        $1,269              $ 4,168         $1,180

Accumulated benefit
 obligation         $ 4,495        $1,269              $ 4,256         $1,200
Plan assets at fair 
 value              $ 3,596        $1,711              $ 3,757         $1,653
Projected benefit 
 obligation           5,030         1,293                4,736          1,200
Projected benefit 
 obligation less 
 (more) than plan
 assets              (1,434)          418                 (979)           453
Unrecognized net
 (gain) loss            292            21                  (27)           (36)
Unrecognized 
 transition net
 asset, net of 
 amortization           (76)         (196)                 (89)          (229)
Net pension asset 
 (liability)
 recognized in the 
 consolidated  
 balance sheet      $(1,218)       $  243              $(1,095)       $   188
</TABLE>

At November 2, 1996, approximately 45% of the plans' assets were invested in
U.S. Government securities and 55% 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 1996, the Company elected to discontinue
contributions to the Employee Stock Ownership Trust.  In 1995 and 1994, the
Company made a $60,000 contribution to the Employee Stock Ownership Trust 
which was funded by the issuance of 171 and 141 shares of the Company's
treasury stock in 1995 and 1994, respectively.


<PAGE>
         Latshaw Enterprises, Inc. and Subsidiaries

     Notes to Consolidated Financial Statements (continued)


4.  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 1996, 1995 and 1994, the Company recorded expense 
related to the plan of approximately $181,000, $138,000 and $133,000, 
respectively.

The Company has supplemental retirement agreements with certain former 
officers under which $93,000, $172,000 and $124,000 of related expenses have
been recognized in 1996, 1995 and 1994, respectively. In accordance with
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," the Company recognizes the projected future cost of retiree health
and life insurance as an expense as employees render service instead of when
the benefits are paid.

5.  Income Taxes

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 November 2, 1996 and October 28, 1995, are as follows:

<TABLE>
<CAPTION>
                                               1996             1995
                                                   (In Thousands)
Deferred tax assets:
 Capital loss carryforward on 
 <C>        <S>                                <C>              <C>
  marketable equity securities                 $1,324           $1,398
 Pension and deferred compensation 
  accrual                                         695              697
 Vacation accrual                                 189              170
 Postretirement benefit obligation                 95              104
 Workers' compensation accrual                    122               98
 Other - net                                      158              149
 Total deferred tax assets                      2,583            2,616

Deferred tax liabilities:
 Depreciation                                    (373)            (379)
 Tooling amortization                            (278)            (249)
 Prepaid insurance                               (120)            (120)
 Other - net                                      (30)             (30)
Total deferred tax liabilities                   (801)            (778)
                                                1,782            1,838
Valuation allowance for deferred tax 
 assets                                        (1,255)          (1,385)
Net deferred tax assets                       $   527          $   453
</TABLE>
<PAGE>
             Latshaw Enterprises, Inc. and Subsidiaries

         Notes to Consolidated Financial Statements (continued)


5.  Income Taxes (continued)

The income tax provision (benefit) consists of the following:

<TABLE>
<CAPTION>
                                  1996             1995             1994
                                              (In Thousands)
Current:
 <S>                              <C>              <C>              <C>
 Federal                          $  942           $650             $661
 State                               177            130               65
 Total current                     1,119            780              726
Deferred:
 Federal                            (106)            22              130
 State                               (19)             3               15
Total deferred                      (125)            25              145
                                  $  994           $805             $871
</TABLE>

A reconciliation of the income tax provision to the amounts computed at the 
federal statutory rate is as follows:

<TABLE>
<CAPTION>
                                  1996             1995            1994
                                             (In Thousands)

<S>                               <C>             <C>              <C>
Provision at statutory rate       $997            $726            $702
State income taxes, net of 
 federal tax benefit               104              88              53
Change in valuation reserve       (130)            (13)            238
Contribution of qualified use
 property                            -               -             (43)
Other                               23               4             (79)
                                  $994             805            $871
</TABLE>

The change in valuation reserve, and the resulting lower effective income
tax rate, for the year ended November 2, 1996, is principally attributable
to the effect of capital loss carryforwards utilized in 1996 to offset
capital gains incurred from the sale of marketable equity securities, and
unrealized capital gains on marketable equity securities recorded in 1996. At
November 2, 1996, the Company had capital loss carryforwards of $3,395,000
of which $2,398,000 expires in 1997 and $997,000 expires in 1998.

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)


5.  Income Taxes (continued)

Income tax payments were $950,000, $892,000 and $725,000 in 1996, 1995 and
1994, respectively.  In addition, the Company received income tax refunds
of $140,000 in 1994.

6.  Marketable Equity Securities

The following is a summary of available-for-sale marketable equity 
securities:

<TABLE>
                                       November 2,     October 28,
                                         1996              1995
                                             (In Thousands)
         <S>                           <C>             <C>
         Cost                          $415            $415
         Gross unrealized gains         176              35
         Estimated fair value          $591             450
</TABLE>


7.  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 1,200 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)


7.  Stock Options (continued)

Under the stock benefit plan, options to purchase 300 shares of common
stock at $750 per share and 900 shares at $250 per share were outstanding
at October 29, 1994. During 1995, the options to purchase 300 shares at $750
per share expired.  There has been no additional stock option activity in
1995 or 1996.  Options to purchase 900 shares remain outstanding at
November 2, 1996, of which options to purchase 540 shares are exercisable.

8.  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>
                     1997              $  456
                     1998                 420
                     1999                 357
                     2000                 302
                     2001                 301
                     Thereafter            50
                                       $1,886
</TABLE>

Total rent expense during fiscal 1996, 1995 and 1994 was $357,000, $304,000
and $262,000, respectively.

At November 2, 1996, the Company is contingently liable for letters of 
credit outstanding totaling $1,415,181, which guarantee various trade and 
insurance activities.

<PAGE>
               Latshaw Enterprises, Inc. and Subsidiaries

          Notes to Consolidated Financial Statements (continued)


8.  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 $111,000.

At November 2, 1996 and October 28, 1995, other accrued expenses include 
a current liability of $111,000 and $125,000, 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 November 2,
1996.



<PAGE>
             Latshaw Enterprises, Inc. and Subsidiaries

          Notes to Consolidated Financial Statements (continued)


9.   Acquisitions

On September 1, 1995, the Company acquired 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. 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.

10. Subsequent Events

In December 1996, the Company's shareholders approved an amendment to the
Company's Certificate of Incorporation providing for a 1 for 50 reverse
stock split and a change in par value of its common stock to $100 per share. 
Fractional shares resulting from the reverse stock split may be redeemed by
the Company at $7.50 per share (on a pre-split basis). On December 14, 1996,
the Board of Directors approved a 20 for 1 stock split and a change in par
value of its common stock to $5 per share.  This amendment to the
Certificate of Incorporation will be submitted to a vote by the shareholders
in April 1997.  All share information in the accompanying consolidated
financial statements has been adjusted to give retroactive effect to the 1 for
50 reverse stock split approved by the shareholders.

11.  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 11% and 12% of net sales in 1996 and 1995,
respectively, and sales to two customers accounted for 24% of net sales
in 1994.


            Latshaw Enterprises, Inc. and Subsidiaries

         Notes to Consolidated Financial Statements (continued)

12. Quarterly Financial Data (Unaudited)

                                First     Second     Third     Fourth
                               Quarter    Quarter   Quarter    Quarter
                               (In Thousands, Except Per Share Data)

Year ended November 2, 1996
Product sales                  $12,018    $11,367   $9,630     $11,392
Gross profit                     2,728      2,730    1,901       2,672
Net income                         487        594      167         691
Net income per share:
 Primary                         47.01      57.89    16.18       66.83
 Fully diluted                   25.83      31.15    10.04       35.81

Year ended October 28, 1995
Product sales                   11,072     11,682    8,374       9,974
Gross profit                     2,511      2,921    1,506       2,018
Net income (loss)                  473        761      (38)        133
Net income (loss) per share:
 Primary                         45.61      73.94    (3.69)      12.91
 Fully diluted                   25.02      39.31    (3.69)       8.41

The above quarterly financial data is unaudited, but in the opinion of
management, all adjustments necessary for a fair presentation of the
selected data for these interim periods presented have been included.


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

                         1996       1995        1994        1993       1992
                                (In Thousands, Except Per Share Data)
Summary of operations
<S>                     <C>         <C>         <C>          <C>       <C>
Net sales               $44,407     $41,102     $38,732      $30,941   $26,366
Cost of sales            34,376      32,146      29,230       23,851    21,615
Gross profit             10,031       8,956       9,502        7,090     4,751

Selling, general 
 and administrative 
 expenses                 6,899       6,474       6,795        5,445     5,301
Interest expense            513         523         361          277       227
Interest income             (14)        (15)        (16)         (19)      (41)
Loss (gain) on sale 
 of marketable equity 
 securities                   -           -         997        2,587      (333)
Gain on sale of
 investment                (189)          -           -            -         -
Unrealized gain on 
 marketable equity 
 securities                   -           -        (712)      (3,168)      (30)
Other - net                (111)       (160)         13          (78)      (55)
Income (loss) before 
 income taxes, 
 extraordinary item 
 and cumulative effects 
 of changes in 
 accounting principles    2,933       2,134       2,064        2,046      (318)

Income tax provision 
 (benefit)                  994         805         871          175      (108)
Income (loss) before 
 extraordinary item and 
 cumulative effects of
 changes in accounting 
 principles               1,939       1,329       1,193        1,871      (210)

Extraordinary item - 
 tax benefit
 from utilization 
 of capital loss
 carryforwards                -           -           -            -       124
Income (loss) before 
 cumulative effects of 
 changes in accounting 
 principles               1,939       1,329       1,193        1,871       (86)

Cumulative effects of 
 adopting new methods of
 accounting for income
 taxes and post-
 retirement benefits          -           -           -         (681)        -
Net income (loss)       $ 1,939       1,329     $ 1,193        1,190     $ (86)
</TABLE>

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


                       1996        1995        1994      1993      1992
                               (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             $   187.92  $   128.80  $   115.62 $   116.63 $    (7.34)
  Fully diluted       $   102.43  $    72.72  $    64.38 $    65.11 $    (7.34)
Book value per share  $ 1,367.77  $ 1,154.40  $ 1,026.55 $   909.19 $   698.97

Weighted average 
 common and common 
 equivalent shares
 outstanding:
  Primary                 10,318      10,318      10,245     10,203     11,713
  Fully diluted           20,404      20,324      20,287     20,012     11,713

Balance sheet data
Current assets           $17,808     $16,818     $15,327    $13,011    $10,411
Property, plant and 
equipment - net            7,377       7,075       6,411      5,843      4,680
Deferred income taxes          -           -           -          -        339
Noncompete agreement         426         537           -          -          -
Other assets                 220         218         226        212        201
                         $25,831     $24,648     $21,964    $19,066    $15,631

Current liabilities      $ 7,165     $ 7,827     $ 6,900    $ 5,379    $ 4,258
Long-term debt             2,717       2,774       2,827      2,775      1,764
Noncompete obligation        222         333           -          -          -
Pensions and deferred
 compensation              1,645       1,621       1,571      1,528      1,503
Postretirement benefit
 obligation                  243         266         288        327          -
Deferred income taxes        257         238         172         76          -
Shareholders' equity      13,582      11,589      10,206      8,981      8,106
                         $25,831     $24,648     $21,964    $19,066    $15,631

Working capital          $10,643     $ 8,991     $ 8,427    $ 7,632    $ 6,153
</TABLE>