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

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


   For the quarter ended: June 30, 1998     Commission file number: 33-23617

                           MATERIAL TECHNOLOGIES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)



                   Delaware                   95-4622822
                -------------               --------------
               (State  or  other            (IRS  Employer
         jurisdiction of incorporation    identification  No.)
               or  organization)


                             11661 San Vicente Boulevard
                                      Suite  707
                            Los Angeles, California 90049
                          ----------------------------------
                      (address of principal executive offices)
                                    (Zip Code)


                                  (310) 208-5589
                                  ---------------

               (Registrant's telephone number including area code)

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

                                     Common
                                     ------

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

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

     The  aggregate  market  value of the voting stock held by Non-affiliates of
the  registrant  at  July  22,  1998  was  $3,601,514

     Documents  incorporated  by  reference-None.

<PAGE>


                                      INDEX



                                                                         PAGE
                                                                       -------

Part  1.  Financial  Statements

     Balance  Sheets                                                     3 - 4

     Statements  of  Operations  -
        Second  Quarter  Ended  June  30,  1997  and  1998  and  from
        the  Company's  inception  (October  21,  1983)  through
        June  30,  1998                                                      5


     Statements  of  Cash  Flows
        Second  Quarter  Ended  June  30,  1997  and  1998  and  from
        the  Company's  inception  (October  21,  1983)  through
        June  30,  1998                                                  6 - 7


     Statements  of  Comprehensive  Income
        Second  Quarter  Ended  June  30,  1997  and  1998  and  from
        the  Company's  inception  (October  21,  1983)  through
        June  30,  1998                                                      8
 

     Notes  to  Financial  Statements                                        9


     Management's  Discussion  and  Analysis                           10 - 11


<PAGE>


                           MATERIAL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



NOTE  1.  In the opinion of the Company's management, the accompanying unaudited
financial  statements  contain  all  adjustments (consisting of normal recurring
accruals)  necessary  to present fairly the financial position of the Company as
of  June  30, 1998 and 1997 and the results of operations and cash flows for the
three  month  periods  then  ended.  The  operating  results of the Company on a
quarterly  basis  may  not be indicative of operating results for the full year.


NOTE  2.     During  the  second  quarter  of  1998, the Company entered into an
agreement  with  Variety  Investments, Inc., whereby Variety reduced its royalty
interest  in  the  fatigue  fuse  from  20% to 5% in consideration for receiving
$5,000  and  7.5% of the total common stock of the Company outstanding as of the
agreement  date. In connection with the agreement, the Company issued to Variety
733,280 shares of its Class A Common Stock. The Company valued the shares issued
at  $7,332.

     Also  during  the  second quarter of 1998, the Company issued an additional
561,617  shares  of its Class A Common Stock of which 302,190 was issued to Joel
Freedman,  a  director  and officer of the Company. The remaining 259,427 shares
were  issued  to  unrelated  third  parties for consulting services. The Company
valued  the  shares  issued  at  $5,617.


<PAGE>
                           MATERIAL TECHNOLOGIES, INC.
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
                                   OPERATIONS


RESULTS  OF  OPERATIONS
-----------------------


FOR  THE  SIX  MONTHS  ENDED  JUNE  30,  1998  AND  1997

The  Company  had  no sales during the six month periods ended June 30, 1998, or
during the six month periods ended June 30, 1997. The Company generated $145,722
under  its  research and development contract with Southwest Research Institute,
Inc.  during  the  first two quarters of 1998, as compared to $104,722 which was
earned  during the same period in 1997. The Company realized a $53,880 gain from
the  sale  of  marketable  securities during the six months ended June 30, 1998.
During  the  six  month  period ended June 30, 1997, the Company realized a gain
from  the  sale  of  marketable  securites  of $13,901, a gain of $16,014 on the
foreclosure  of  real  property  and  rental  income  of  $3,843.

During  the  six  month  period  ended  June  30,  1998,  the  Company  incurred
approximately  $94,070  in  development  costs all of which related to the above
indicated  contract. Development costs incurred during the six months ended June
30,  1997,  for  same  contract  amounted  to  $31,385.

Under  the terms of the arrangement with Southwest Research Institute, Inc., the
Company  invoices the expenses it incurrs thereunder, which include direct labor
and  other  direct  costs,  and  related  general  and  administrative  overhead
expenses.  It  is  not  intended that the the Company will  make any significant
profit  from  this  arrangement.

General  and  administration  costs were $317,083 and $277,288 respectively, for
the  six-month  periods  ended  June 30, 1998 and 1997. The major costs incurred
during   1998,   consisted  of  professional  fees  of  approximately  $104,894,
consulting  fees  of  $72,231, officer's salary of $45,000, telephone expense of
approximately  $11,562,  interest expense of $24,318, rent of $8,487, and office
expense  of  $7,156. The major costs incurred during 1997 consisted of officer's
salary  of  approximately  $75,000, legal and professional fees of approximately
$74,477,  consulting   fees   of   approximately   $55,316,  travel  expense  of
approximately  $10,848,  telephone  expense  of  approximately  $8,368,  rent of
$9,615,  and  interest  expense  of  $15,947.


FOR  THE  THREE  MONTHS  ENDED  JUNE  30,  1998  AND  1997

The  Company  had  no sales during the three month period ended June 30, 1998 or
during the three month period ended June 30, 1997. During the three month period
ending June 30, 1998, the Company earned only $48,849 from its research contract
as  compared  to  $100,166  earned  during the same period in 1997. As indicated
above,  this contract will not generate any substantial profit. During the three
months  ended  June  30,  1998,  the  Company  realized  a gain from the sale of
marketable  securities  of  $53,880. Other income earned during the three months
ended  June  30,  1997,  consisted  of  a  gain  of approximately $16,014 on the
foreclosure  of real property secured by a note the Company held, $13,901 on the
sale  of  securities,  and  rental  income  of  $2,708.

During  the  three  month  period  ended  June  30,  1998,  the Company incurred
approximately  $63,617  in  development  costs all of which related to the above
indicated  contract. The Company incured $26,829 relating to product development
during  the  three  months  ended  June  30,  1997.


General  and  administration costs were $209,722 and $194,194, respectively, for
the  three-month  periods ended June 30, 1998 and 1997. The major costs incurred
during 1998, consisted of professional fees of approximately $83,625, consulting
fees  of  $52,599,  officer's salary of $22,500, interest expense of $9,625, and
telephone expense of  approximately $5,686. The major costs incurred during 1997
consisted  of  officer's salary of approximately $30,000, legal and professional
fees  of approximately $54,832, consulting fees of approximately $53,317, travel
expense  of  approximately  $10,246, telephone expense of  approximately $5,568,
rent  of  $4,917,  and  interest  expense  of  $15,322.


LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

Cash and cash equivalents as of  June 30, 1998 and 1997 were $1,640, and $3,076,
respectively.  During  1998, the Company  received  $116,680 through the sale of
marketable  securities,  and  $106,500  from  officer advances.  Of the $223,180
received  in  1998,  $134,191  was  used  in operations, and $90,000 was used to
purchase  marketable  securities.  During  1997,  the  Company received $113,902
through  the sale of 100,000 of its common stock pursuant to the Company's Stock
Option Plan, $64,103 through its product development contract,  and $71,750 from
Officer  advances.  Of  the  $249,755  received  in  1997,  $193,929 was used in
operations,  $6,328  was used in purchasing computer equipment,  and $44,000 was
repaid  on  officer  advances.

<PAGE>

PURSUANT TO THE REQUIREMENTS OF SECURITIES  EXCHANGE ACT OF 1934, THE REGISTRANT
HAS  DULY  CAUSED  THIS  REPORT  TO  BE  SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO  DULY  AUTHORIZED.


                            MATERIAL TECHNOLOGIES, INC.
                            ---------------------------
                                    REGISTRANT



                                    /s/  Robert  M.  Berstein
                                    -------------------------
                                    ROBERT M. BERNSTEIN, PRESIDENT AND CHIEF
                                    FINANCIAL  OFFICER


                                    DATE:  AUGUST  3,  1998

<PAGE>
PART  1.  FINANCIAL  STATEMENTS


<TABLE>
<CAPTION>
                         MATERIAL TECHNOLOGIES, INC.
                        (A Development Stage Company)
                               BALANCE SHEETS

                    ASSETS

                                           December 31,        June 30,
                                               1997             1998
                                          -------------      ----------
                                                            (Unaudited)
<S>                                       <C>            <C>
CURRENT ASSETS
    Cash and Cash Equivalents             $       2,451  $        1,640
    Accounts Receivable                          62,332           9,594
    Employee Advance                              1,500           2,347
                                          -------------  --------------
      TOTAL CURRENT ASSETS                       66,283          13,581
                                          -------------  --------------

  FIXED ASSETS
    Property and Equipment, Net
        of Accumulated Depreciation              95,227          93,831
                                          -------------  --------------

  OTHER ASSETS
     Note Receivable                             50,000          50,000
     Intangible Assets, Net of
        Accumulated Amortization                 18,679          17,685
     Investment in Marketable Securities         55,200         163,200
     Refundable Deposit                           1,868           1,868
                                          -------------  --------------

      TOTAL OTHER ASSETS                        125,747         232,753
                                          -------------  --------------

      TOTAL ASSETS                              287,257         340,165
                                          =============  ==============
</TABLE>


<TABLE>
<CAPTION>
                                     MATERIAL TECHNOLOGIES, INC.
                                    (A Development Stage Company)
                                            BALANCE SHEETS

                 LIABILITIES AND STOCKHOLDERS'  (DEFICIT)
                 ----------------------------------------

                                                                         December 31,     June 30,
                                                                             1997           1998
                                                                        --------------  ------------
                                                                                        (Unaudited)
<S>                                                                     <C>             <C>
  CURRENT LIABILITIES                                                                               
                                                                                                    
    Legal Fees Payable                                                  $     103,757       138,765 
                                                                                                    
    Consulting Fees Payable                                                    67,778        67,067 
                                                                                                    
    Other Accounts Payable                                                     17,108        28,629 
                                                                                                    
    Accrued Wages                                                                   -         6,573 
                                                                                                    
    Accrued Payroll Taxes                                                      24,269        24,653 
                                                                                                    
    Loan Payable - Officer                                                    118,863        61,058 
                                                                                                    
    Loan Payable-Others                                                        68,807        68,807 
                                                                        --------------  ------------

      TOTAL CURRENT LIABILITIES                                               400,582       395,552 
                                                                                                    

    Payable on Research and
                                                                                                    
       Development Sponsorship                                                218,000       236,000 
                                                                        --------------  ------------

      TOTAL LIABILITIES                                                       618,582       631,552 
                                                                        --------------  ------------

  REDEEMABLE PREFERRED STOCK
                                                                                                    
    Class B Preferred Stock, $.001 Par Value
                                                                                                    
       Authorized 510 Shares, Outstanding 15 Shares at December
                                                                                                    
       31, 1997 and June 30, 1998; Redeemable at $10,000 Per Share
                                                                                                    
       After January 31, 2004                                                 150,000       150,000 
                                                                        --------------  ------------

  STOCKHOLDERS' EQUITY (DEFICIT)
                                                                                                    
    Class A Common Stock, $.001 Par Value, Authorized 20,000,000
                                                                                                    
     Shares, Outstanding 5,787,000, at December 31, 1997, and
                                                                                                    
     9,511,987 Shares at June 30, 1998                                          5,787         9,512 
                                                                                                    
Class B Common Stock, $.001 Par Value, Authorized 300,000
                                                                                                    
     Shares, Outstanding 60,000 Shares                                             60            60 
                                                                                                    
Class A Preferred, $.001 Par Value, Authorized 10,000,000 Shares
                                                                                                    
    Outstanding 350,000 Shares                                                    350           350 
                                                                                                    
Additional Paid in Capital                                                  2,436,445     2,615,669 
                                                                                                    
    Less Notes Receivable - Common Stock                                      (14,720)      (14,720)
                                                                                        ------------
    Deficit Accumulated During the Development Stage                       (2,964,447)   (3,188,458)
                                                                                        ------------
    Unrealized Holding Gain on Investment Securities                           55,200       136,200 
                                                                        --------------  ------------

    TOTAL STOCKHOLDERS' (DEFICIT)                                            (481,325)     (441,387)
                                                                        --------------  ------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
                                                                                                    
         (DEFICIT)                                                      $     287,257   $   340,165 
                                                                        ==============  ============
</TABLE>

                                       See accompanying notes
                                       ----------------------

                                                  4
<PAGE>
<TABLE>
<CAPTION>
                                                   MATERIAL TECHNOLOGIES, INC.
                                                  (A Development Stage Company)
                                                     STATEMENTS OF OPERATIONS

                                                                                                            From Inception
                                                  For the Three Months Ended  For the Six Months Ended    (October 21, 1983)
                                                             June 30,                  June 30,                 Through
                                                      1997          1998          1997          1998         June 30, 1998
                                                  ------------  ------------  ------------  ------------  ------------------
                                                  (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)       (Unaudited)
<S>                                               <C>          <C>            <C>           <C>           <C>
 REVENUES
  Sale of Fatigue Fuses                           $         -  $           -  $         -   $         -   $          64,505 
  Sale of Royalty Interests                                 -             --            -             -             198,750 
  Income from Research and Development Contract       100,166         48,849      104,722       145,594           1,194,584 
  Test Services                                             -              -            -             -              10,870 
                                                  ------------  ------------  ------------  ------------  ------------------
    TOTAL REVENUES                                    100,166         48,849      104,722        145,594          1,468,709 
                                                  ------------  ------------  ------------  ------------  ------------------

COSTS AND EXPENSES
  Research and Development                             26,829         63,617       31,385        94,070           1,680,775 
  General and Administrative                          194,194        209,722      277,288       317,083           2,902,813 
                                                  ------------  ------------  ------------  ------------  ------------------
    TOTAL COSTS AND EXPENSES                          221,023        273,339      308,673       411,153           4,583,588 
                                                  ------------  ------------  ------------  ------------  ------------------
    INCOME (LOSS) FROM OPERATIONS                    (221,023)      (273,339)    (203,951)     (265,559)         (3,114,879)
                                                  ------------  ------------  ------------  ------------  ------------------

OTHER INCOME (EXPENSE)
  Rental Income                                         2,708             -         3,843             -                   - 
  Expense Reimbursed                                        -             -             -             -               4,510 
  Interest Income                                           -             -             -             -              39,495 
  Gain on Sale of Securities                           13,901        53,880        13,901        53,880              85,531 
  Gain on Foreclosure                                  16,014             -        16,014             -              18,697 
  Miscellaneous Income                                      -             -             -             -              25,145 
  Loss on Sale of Equipment                                 -             -             -             -             (12,780)
  Settlement of Teaming Agreement                           -             -             -             -              50,000 
  Cancellation of  Royalty                                  -       (12,332)            -       (12,332)            (12,332)
  Litigation Settlement                                     -             -             -             -              18,095 
                                                  ------------  ------------  ------------  ------------  ------------------
    TOTAL OTHER INCOME                                 32,623        41,548        33,758        41,548             216,361 
                                                  ------------  ------------  ------------  ------------  ------------------

NET INCOME (LOSS) BEFORE EXTRAORDINARY
  ITEMS AND PROVISION FOR INCOME TAXES                (88,234)     (182,942)     (170,193)     (224,011)         (2,898,518)
PROVISION FOR INCOME TAXES                                  -             -             -             -              (7,000)
                                                  ------------  ------------  ------------  ------------  ------------------
    NET INCOME (LOSS) BEFORE
      EXTRAORDINARY ITEMS                             (88,234)     (182,942)     (170,193)     (224,011)         (2,905,518)
 EXTRAORDINARY ITEMS
  Forgiveness of Debt                                      --             -            --            --            (289,940)
  Utilization of Operating  Loss Carry forward             --             -            --            --               7,000 
    NET  (LOSS)                                   $   (88,234)  $  (182,942)  $  (170,193)  $  (224,011)         (3,188,458)
                                                  ============  ============  ============  ============  ==================

PER SHARE DATA
  Income (Loss) Before Extraordinary Item                       $    (0.019)                $    (0.024)
  Extraordinary Items                                                     -                           - 
                                                  ------------  ------------  ------------  ------------  ------------------
    NET INCOME (LOSS)                                           $    (0.019)                $    (0.024)
                                                  ============  ============  ============  ============  ==================
  COMMON SHARES OUTSTANDING                                       9,511,897                   9,511,897 
                                                  ============  ============  ============  ============  ==================
</TABLE>

                                       See accompanying notes
                                       ----------------------

                                                  5
<PAGE>
<TABLE>
<CAPTION>
                                                 MATERIAL TECHNOLOGIES, INC.
                                                (A Development Stage Company)
                                                  STATEMENTS OF CASH FLOWS

                                                                                                           From Inception   
                                                For the Three Months Ended    For the Six Months Ended  (October  21, 1983) 
                                                          June 30,                    June 30,                 Through
                                                    1997          1998            1997          1998        June 30, 1998   
                                                    ----          ----            ----          ----        -------------   
                                                (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)     (Unaudited)
<S>                                              <C>           <C>        <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Income (Loss)                              $   (88,234)  (182,942)  $    (170,193)  $  (224,011)  $        (3,188,458)
                                                 ------------  ---------  --------------  ------------  --------------------
  Adjustments to Reconcile Net Income
    (Loss) to Net Cash Provided
    (Used) by Operating Activities
  Depreciation and Amortization                        1,195      1,195           2,390         2,391               166,885 
  Gain on Sale of Securities                         (13,901)   (53,880)        (13,901)      (53,880)              (71,630)
  Gain on Foreclosure                                (21,249)         -         (21,249)            -               (18,697)
  Charge off of Deferred Offering Costs                    -          -               -             -                36,480 
  Loss on Sale of Equipment                                -          -               -             -                12,780 
  Issuance of Common  Stock for Services                   -      5,617           2,000         5,617               304,052 
  Issuance of Stock for Agreement Modification             -      7,332               -         7,332                 7,484 
  Forgiveness of Indebtedness                              -          -               -             -               165,000 
  (Increase)  Decrease in Accounts Receivable        (40,619)    27,346         (45,174)       52,738               (61,094)
  (Increase) in Employee Advances                          -          -               -          (848)                 (848)
  (Increase) Decrease in Prepaid Expense                 625          -           1,250             -                   321 
  Increase (Decrease) in Accounts
    Payable and Accrued Expenses                      46,711     75,223         100,353        53,411               638,322 
  Interest Accrued on Note Payable                    14,698      9,000          14,698        23,059                62,876 
  Increase in Research and Development
     Sponsorship Payable                                   -          -               -             -               218,000 
  (Increase) in Note for Litigation Settlement             -          -               -             -               (25,753)
  (Increase) in Deposits                                   -          -               -             -                (2,189)
                                                 ------------  ---------  --------------  ------------  --------------------
    TOTAL ADJUSTMENTS                                (12,540)    71,833          40,367        89,820             1,431,989 
                                                 ------------  ---------  --------------  ------------  --------------------
  NET CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES                             (100,774)  (111,109)       (129,826)     (134,191)           (1,756,469)
                                                 ------------  ---------  --------------  ------------  --------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds From Sale of Equipment                          -          -               -             -                10,250 
  Proceeds from Sale of Common Stock                       -    116,880               -       116,880               134,630 
  Purchase of Common Stock                           (90,000)         -         (90,000)      (90,000)
  Purchase of Property and Equipment                  (6,328)         -          (6,328)            -              (226,109)
  Proceeds from Foreclosure                                -          -               -             -                44,450 
  (Increase) in Other Assets                               -          -               -             -               (69,069)
  Payment for License Agreement                            -          -               -             -                (6,250)
                                                 ------------  ---------  --------------  ------------  --------------------

  NET CASH PROVIDED (USED) BY
   INVESTING ACTIVITIES                               (6,328)    26,880          (6,328)       26,880              (202,098)
                                                 ------------  ---------  --------------  ------------  --------------------
</TABLE>

                                       See accompanying notes
                                       ----------------------

                                                  6
<PAGE>
<TABLE>
<CAPTION>
                                                   MATERIAL TECHNOLOGIES, INC.
                                                  (A Development Stage Company)
                                                     STATEMENTS OF CASH FLOWS

                                                                                                         From Inception
                                           For the Three Months Ended     For the Six Months Ended      (October 21, 1983)
                                                    June 30,                     June 30,                    Through
                                              1997           1998           1997           1998           June 30, 1998
                                             -----          -----          -----          -----          --------------
                                          (Unaudited)    (Unaudited)     Unaudited)    (Unaudited)         (Unaudited)
<S>                                     <C>            <C>             <C>               <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of Common Stock
  Net of Offering Costs                 $      35,645  $           -   $       113,902   $            -   $       832,319 
  Costs incurred in Offering                        -              -                --                -           (31,480)
  Sale of Common Stock Warrants                     -              -                --                -            18,250 
  Payment on Proposed Reoganization                 -              -                --                -            (5,000)
  Sale of Preferred Stock                           -              -                --                -           258,500 
  Sale of Redeemable Preferred Stock                -              -                --                -           150,000 
  Capital Contributions                             -              -                --                -           301,068 
  Loans  From  Officers                        71,750         57,500            71,750          106,500           581,807 
  Repayments to Officer                             -              -           (44,000)               -          (309,921)
 ( Increase) Decrease in Loans - Other              -              -                --                -           164,664 
                                        -------------  --------------  ----------------  ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:         107,395         57,500           141,652          106,500         1,960,207 
                                        -------------  --------------  ----------------  ---------------  ----------------

NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS                        293        (26,729)            5,498             (811)            1,640 
BEGINNING BALANCE CASH AND
      CASH EQUIVALENTS                          2,783         28,369            (2,422)           2,451                 - 
                                        -------------  --------------  ----------------  ---------------  ----------------
ENDING BALANCE CASH AND CASH
      EQUIVALENTS                       $       3,076  $       1,640   $         3,076   $        1,640             1,640 
                                        =============  ==============  ================  ===============  ================
</TABLE>

                                       See accompanying notes
                                       ----------------------

                                                  7
<PAGE>
<TABLE>
<CAPTION>
                                        MATERIAL TECHNOLOGIES, INC.
                                        ---------------------------
                               (Formerly Tensiodyne Scientific Corporation)
                                       (A Development Stage Company)
                                    STATEMENTS OF COMPREHENSIVE INCOME

                                                 For the Three             For the Six          From Inception
                                                  Months Ended             Months Ended       (October 21, 1983)
                                                     June 30,                June 30,              Through
                                                    --------                 --------              -------
                                                1997         1998         1997         1998       June30,1998
                                              ---------   ----------   ----------   ----------   -------------
<S>                                           <C>         <C>         <C>          <C>          <C>

  NET  (LOSS)                                 $(88,234)   $(182,942)   $(170,193)   $(224,011)   $ (3,188,458)
--------------------------------------------  ---------   ----------   ----------   ----------   -------------

  OTHER COMPREHENSIVE INCOME,
    NET OF TAX

    Unrealized Gains (Losses) on Securities           -      81,000      (41,400)      81,000         136,200 
--------------------------------------------   ---------   ----------   ----------   ----------   ------------


      TOTAL COMPREHENSIVE INCOME               $(88,234)  $(101,942)   $(211,593)   $(143,011)   $ (3,052,258)
--------------------------------------------  =========   ==========   ==========   ==========   =============
</TABLE>
                                       See accompanying notes
                                       ----------------------

                                                  8
<PAGE>