FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 1997
Commission file number _________

                              WILLCOX & GIBBS, INC.
             (Exact name of registrant as specified in its charter)



                Delaware                               22-3308457
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)

  900 Milik Street, Carteret, New Jersey                07008
  (Address of principal executive offices)            (Zip Code)

                                 (908) 541-6255
              (Registrant's telephone number, including area code)

           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 No X


           Indicate  the number of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

            DATE                    CLASS                    SHARES OUTSTANDING
            ----                    -----                    ------------------
      March 31, 1997             Common Stock                    987,223



<PAGE>


                     WILLCOX & GIBBS, INC. AND SUBSIDIARIES

                                      INDEX
                                      -----


<TABLE>
<CAPTION>

PART I - Financial Information                                              PAGE
                                                                            ----
          <S>                                                               <C>
          Consolidated Balance Sheets (Unaudited) at
               March 31, 1997 and December 31, 1996                           3

          Consolidated Statements of Operations (Unaudited)
               for the Three Months Ended March 31, 1997 and 1996             5

          Consolidated Statements of Cash Flows (Unaudited)
               for the Three Months Ended March 31, 1997 and 1996             6

          Notes to Consolidated Financial Statements (Unaudited)              8

          Management's Discussion and Analysis of Financial
               Condition and Results of Operations                           10

PART II - Other Information                                                  14

</TABLE>



<PAGE>


                     WILLCOX & GIBBS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                           March 31,  December 31,
                                                                             1997        1996
                                                                           ---------   ----------
                                                                                 (Unaudited)
ASSETS

<S>                                                                        <C>         <C>
Current Assets:
      Cash                                                                  $  1,667   $    882
      Accounts receivable, less allowance for doubtful
          accounts of $3,506 in 1997 and $2,419 in 1996                       32,416     22,336
      Inventories                                                             49,229     34,224
      Prepaid expenses and other current assets                                4,862      2,655
      Assets held for sale                                                       826          -
      Deferred income taxes                                                      939        804
                                                                            --------   --------
        Total current assets                                                  89,939     60,901

Property and equipment, net                                                    5,475      4,400
Deferred financing costs, less accumulated
      amortization of $153 in 1997 and $812 in 1996                            4,122      2,323
                                                                            --------   --------
Intangible assets, less accumulated amortization of
      $431 in 1997 and $229 in 1996                                           31,719     11,060

Other assets                                                                   1,384      1,044
                                                                            --------   --------

                                                                            $132,639   $ 79,728
                                                                            --------   --------
</TABLE>



<PAGE>


                     WILLCOX & GIBBS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                 March 31,   December 31,
                                                                   1997         1996
                                                                 ---------    ---------
                                                                       (Unaudited)
 LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                               <C>          <C>      
Current Liabilities:
      Revolving line of credit                                    $   4,314    $  19,347
      Book overdrafts                                                 1,495        1,499
      Current installments of long-term debt                            610        3,195
      Trade accounts payable                                         17,700       12,806
      Income taxes payable                                               -          642
      Accrued liabilities and other current liabilities               9,868        4,758
                                                                  ---------    ---------
        Total current liabilities                                    33,987       42,247

Deferred income taxes                                                   422          290
Accrued retirement benefits                                           2,517        2,452
Long-term debt, excluding current installments                       85,100       18,893
Other liabilities                                                       168          168
                                                                  ---------    ---------
        Total liabilities                                           122,194       64,050
                                                                  ---------    ---------

Common stock subject to put option                                    3,000        3,000

Stockholders' Equity:
      Common stock:
             Class A, $10 stated value.  Authorized
              1,500,000 shares; issued and outstanding 
              987,223 in 1997 and 976,277 in 1996                     8,872        8,763
             Class B, no par value.  Authorized 250,000
              shares; none issued                                       -            -
             Class C, no par value.  Authorized 250,000 
              shares; none issued                                       -            -
      Additional paid in capital                                        -          1,904
      Subscriptions receivable                                         (637)        (429)
      Retained earnings (accumulated deficit)                          (882)       2,202
      Cumulative translation adjustment                                  92          238
                                                                  ---------    ---------
        Total stockholders' equity                                    7,445       12,678
                                                                  ---------    ---------
                                                                  $ 132,639    $  79,728
                                                                  ---------    ---------
</TABLE>

         See accompanying notes to unaudited consolidated financial statements.



<PAGE>


                     WILLCOX & GIBBS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           (Dollars and shares in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                               March 31,
                                                         ----------------------
                                                           1997          1996
                                                         ---------    ---------
                                                              (Unaudited)


<S>                                                      <C>          <C>      
Net sales                                                $  42,043    $  26,320
Cost of goods sold                                          29,084       17,976
                                                         ---------    ---------
     Gross profit                                          12,959        8,344

Selling, general, and administrative expenses               10,974        6,763
                                                         ---------    ---------
      Operating income                                       1,985        1,581

Interest expense                                             2,883        1,100
Other income, net                                               39           14
                                                         ---------    ---------
      Income (loss) before income taxes                       (859)         495

Income tax expense (benefit)                                  (356)         179

      Income (loss) before extraordinary item                 (503)         316

Extraordinary loss, net of income tax benefit               (1,557)           -
                                                         ---------    ---------
      Net Income (loss)                                  $  (2,060)   $     316
                                                         ---------    ---------

Earnings (loss) per common share and common
   share equivalent:

      Income (loss) before extraordinary item            $   (0.53)   $    0.32

      Extraordinary item, net                                (1.63)           -
                                                         ---------    ---------
        Net Income (loss) per share                      $   (2.16)   $    0.32
                                                         ---------    ---------
      Weighted average number of common shares and
       common share equivalents                            953,674      977,196
                                                         ---------    ---------
</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>

                     WILLCOX & GIBBS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                           March 31,
                                                                     --------------------
                                                                       1997        1996
                                                                     --------    --------
                                                                          (Unaudited)
<S>                                                                 <C>         <C> 
Cash flows from operating activities:
      Net income (loss)                                              $ (2,060)   $    316
Adjustments to reconcile net income (loss) to net
 cash used in operating activities:
      Depreciation and amortization                                       261         151
      Provision for losses on accounts receivable                         238         164
      Amortization of intangible assets                                   203          34
      Amortization of deferred financing costs                            153          90
      Amortization of debt discount                                        62          40
      Deferred income taxes                                                (2)          -
      Extraordinary loss on debt extinguishment, net                    1,557           -
      Changes in operating assets and liabilities,
       net of effect of business acquisitions:
             Trade accounts receivable                                  3,339      (4,057)
             Inventories                                                1,196         397
             Prepaid expenses and other current assets                   (929)         39
             Other assets                                                  22         (44)
             Income taxes payable                                        (622)         46
             Trade accounts payable and other liabilities              (5,926)        258
                                                                     --------    --------
       Net cash used in operating activities                           (2,518)     (2,566)
                                                                     --------    --------
Cash flows from investing activities:
      Capital expenditures                                               (477)       (190)
      Proceeds from sale of property and equipment                         58          10
      Payment for business acquisitions, net of cash acquired         (36,732)     (8,219)
                                                                     --------    --------
             Net cash used in investing activities                    (37,151)     (8,399)
                                                                     --------    --------
Cash flows from financing activities:
      Net proceeds from revolving line of credit                        4,248       2,440
      Increase (decrease) in book overdrafts                               (5)         13
      Principal payments on long-term debt                                  -        (438)
      Proceeds from debt                                               83,980       6,167

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                           March 31,
                                                                     --------------------
                                                                       1997        1996
                                                                     --------    --------
                                                                          (Unaudited)

<S>                                                                  <C>         <C> 
      Extinguishment of debt                                          (41,137)          -
      Payment of financing costs                                       (3,606)       (265)
      Repurchase and retirement of warrants                            (3,026)          -
      Proceeds from common stock issued in private placement                -       2,283
                                                                     --------    --------
        Net cash provided by financing activities                      40,454      10,200
                                                                     --------    --------
      Net increase (decrease) in cash                                     785        (765)
Cash at beginning of period                                               882         920
                                                                     --------    --------
Cash at end of period                                                $  1,667    $    155
                                                                     ========    ========

Supplemental disclosure of cash flow information:
      Cash paid during the period for:
        Interest                                                     $    479    $    925
                                                                     --------    --------
        Income taxes                                                 $    262    $    145
                                                                     --------    --------
</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>

                     WILLCOX & GIBBS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED


1.    ORGANIZATION AND BASIS OF PRESENTATION

      The accompanying  unaudited consolidated financial statements of Willcox &
Gibbs,  Inc. and  subsidiaries  (the "Company") have been prepared in accordance
with generally accepted accounting  principals for interim financial information
and  with the  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the  quarter  ending  March 31, 1997 are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
1997.

     The operations of Clinton Management Corp. (d/b/a Clinton Machine & Supply)
and Clinton  Machinery  Corp.  (together,  "Clinton")  have been included in the
Company's consolidated operations since their February 1, 1996 acquisition date.
The operations of E.C. Mitchell Co., Inc. ("Mitchell") have been included in the
Company's  consolidated  operations  since their  November 27, 1996  acquisition
date. The operations of Macpherson  Meistergram,  Inc.  ("Macpherson") have been
included in the Company's  consolidated  operations  since their January 3, 1997
acquisition date. The operations of Embroidery  Leasing Corp.  ("ELC") have been
included in the Company's  consolidated  operations  since their January 3, 1997
acquisition date.


2.    ACQUISITIONS

      Effective  February 1, 1996, the Company  acquired Clinton in exchange for
$4,000,000 in cash,  assumption  of  $4,500,000  in debt and  payables,  100,000
shares of Company Class A common stock and  contingent  payments of up to 38.87%
of operating  income (as defined in the purchase  agreement)  of Clinton  during
each of the five years ending December 31, 2000. Such contingent  payments shall
not exceed $10,500,000. In addition, the former shareholders of Clinton have the
right to require the Company to purchase their shares of Company common stock at
a purchase price of $30 per share upon the occurrence of certain events.

      Effective  November 27, 1997, the Company  acquired certain assets of E.C.
Mitchell,  Co., Inc. for $3,000,000 in cash.  The acquired  assets relate to the
manufacture and sale of abrasive cords and tape used  principally in the apparel
industry.  

      Effective January 3, 1997 the Company acquired all the outstanding capital
stock of Macpherson for $24,000,000 in cash and the assumption of  approximately

<PAGE>

$6,100,000  of  indebtedness  and  $8,400,000 of trade  payables.  Macpherson is
primarily  engaged in the  distribution of embroidery  equipment and supplies to
the apparel industry.


3.    REFINANCING

      Effective January 3, 1997, the Company issued $85,000,000 principal amount
of 12.25% Series A senior notes which are due in December 2003. The Company used
the proceeds,  in part, to repay  approximately  $40,952,000 of its indebtedness
($40,550,000  of which  existed at December 31,  1996),  to redeem  common stock
warrants for a total of $3,026,000, and to finance the Macpherson acquisition.

<PAGE>


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


GENERAL

      Willcox & Gibbs,  Inc. (the "Company") was organized in 1994 by members of
the Company's  current  management and certain other investors (the  "Management
Buyout") to acquire the sewn products  replacement parts, supply and specialized
equipment   distribution   businesses   of  the   Company's   predecessor   (the
"Distribution  Business"),  which  occurred on July 13, 1994.  

     Effective  February 1, 1996, the Company acquired Clinton  Management Corp.
and Clinton  Machinery  Corp.  (together,  "Clinton"),  a distributor  of screen
printing  equipment  for  the  apparel  industry  (the  "Clinton  Acquisition").
Approximately  18.7% of the Company's net sales for the three months ended March
31, 1997 are attributable to the operations of Clinton. Accordingly, the results
of the  Company  for the three  months  ended  March 31,  1997 are not  directly
comparable  to the results for the three  months ended March 31, 1996 due to the
inclusion of the operations of Clinton in the full 1997 period.

      In  addition,   on  January  3,  1997,  the  Company  acquired  Macpherson
Meistergram,  Inc.  and its  subsidiary,  Geoffrey E.  Macpherson  Canada,  Inc.
(collectively, "Macpherson"), a distributor of embroidery equipment and supplies
for the apparel industry (the "Macpherson Acquisition").  Approximately 27.4% of
the  Company's  net  sales  for the  three  months  ended  March  31,  1997  are
attributable  to the operations of Macpherson.  Accordingly,  the results of the
Company for the first three  months of 1997 are not directly  comparable  to the
results for the same period in 1996 due to the  inclusion of the  operations  of
Macpherson in the 1997 period.

      The Company currently  operates through six principal  business units: (i)
its Sunbrand division ("Sunbrand"), which is a distributor of replacement parts,
supplies and specialized  equipment to  manufacturers  of apparel and other sewn
products;  (ii) its Unity  Sewing  Supply  Co.  division  ("Unity"),  which is a
wholesale  distributor to dealers of  replacement  parts and supplies for use by
the apparel and other sewn products  industry;  (iii) its Willcox & Gibbs,  Ltd.

<PAGE>

("W&G, Ltd.") subsidiary, which is a distributor to manufacturers and dealers in
the United Kingdom and Europe of  replacement  parts and supplies for use by the
apparel and other sewn products industry;  (iv) its Clinton subsidiaries,  which
distribute screen printing equipment and supplies for the apparel industry;  (v)
its Leadtec Systems,  Inc. ("Leadtec")  subsidiary,  which develops and supplies
computer-based production planning and control systems for the apparel industry;
and (vi) Macpherson, which distributes embroidery equipment and supplies used in
the apparel industry.


RESULTS OF OPERATIONS

      The following  table sets forth the  percentages  that certain  income and
expense items bear to net sales for the periods indicated.

<TABLE>
<CAPTION>
                                                               Three Months
                                                                   Ended
                                                                 March 31,
                                                           ---------------------
                                                            1996           1997
                                                           ------         ------
          <S>                                              <C>            <C>
          Net sales                                        100.0%         100.0%
          Gross profit                                      31.7           30.8
          Selling, general and administrative expenses      25.7           26.1
          Operating income                                   6.0            4.7
          Interest expense                                   4.2            6.9
          Income taxes                                       0.7           (0.7)
          Net income                                         1.2           (4.9)
                                                           =====          =====
</TABLE>

 THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996

      Net sales  were  $42.0  million  in the  first  three  months of 1997,  an
increase of $15.7  million,  or 59.7%,  as compared to the first three months of
1996.  Net sales  increased  primarily as a result of the  inclusion in the 1997
period of the results of Macpherson, acquired January 1997, Clinton, acquired in
February  1996, and E.C.  Mitchell Co., Inc.  ("Mitchell"),  a  manufacturer  of
abrasive cords and tapes used principally by apparel  manufacturers  acquired in
November 1996,  which  contributed an aggregate  additional $14.0 million to net
sales in the first three months of 1997  compared with the first three months of
1996.

      Gross  profit in the first  three  months  of 1997 was $13.0  million,  an
increase of $4.6  million,  or 55.3%,  as compared with the same period of 1996.
Gross profit increased primarily due to the inclusion of Macpherson, Clinton and
Mitchell in the 1997 period.  As a percentage of net sales,  gross profit in the
first three months of 1997 was 30.8%,  as compared with 31.7% in the same period
of 1996. The decrease in gross profit  percentage was attributable to Macpherson
and Clinton.  Macpherson's and Clinton's gross profit margins have traditionally
been lower than the gross profit margin  associated with the Company's parts and
supplies businesses because a larger percentage their sales are for equipment.

<PAGE>

      Selling,  general and administrative expenses in the first three months of
1997 were $11.0 million,  an increase of $4.2 million,  or 62.3%, as compared to
the first three months of 1996.  The increase  consisted of the addition of $3.5
million of  operating  expenses  for  Macpherson,  Clinton  and  Mitchell.  As a
percentage of sales, such expenses increased to 26.1% for the first three months
of 1997,  from  25.7% for the same  period  of 1996,  primarily  related  to the
Macpherson acquisition.

      Operating  income in the first three months of 1997 was $2.0  million,  an
increase of $0.4  million,  or 25.6%,  as compared to the first three  months of
1996.  The increase in operating  income  resulted from an increase in sales and
the factors discussed above. As a percentage of net sales,  operating income was
4.7% in the first three  months of 1997,  as compared to 6.0% in the first three
months of 1996.  The decrease was  principally  attributable  to the lower gross
margins from Macpherson's and Clinton's sales.

      Interest  expense was $2.9 million in the first three  months of 1997,  an
increase of $1.8 million,  or 162.0%, as compared with the first three months of
1996.  The increase in interest  expense was a result of the  refinancing  as of
January 3,  1997,  a portion of which was used to  finance  the  acquisition  of
Macpherson.

      Provision  for income  taxes for the first  three  months of 1997 was $0.3
million,  a decrease of $0.5  million,  as compared to the first three months of
1996.  The  Company's  effective tax rate was 36.5% in the first three months of
1997, as compared to 36.3% in the first three months of 1996.

      The  Company's  results  for the first  three  months of 1997  reflect  an
extraordinary  loss from the  extinguishment of debt (net of income tax benefit)
of $1.6  million  owing to the  refinancing  of the  Company's  indebtedness  in
connection  with the Macpherson  Acquisition  and the issuance by the Company of
$85.0 million  aggregate  principal  amount of its 12 1/4% Series A Senior Notes
due 2003 (the "Senior Notes").

      Net loss in the first three months of 1997 was $2.1  million,  compared to
net income of $0.3 million in the first three  months of 1996.  The decrease was
attributable to the additional cost factors discussed above.


LIQUIDITY AND CAPITAL RESOURCES

      The  Company  has  funded  its  working  capital   requirements,   capital
expenditures and acquisitions  from net cash provided by operations,  borrowings
under its credit  facilities  and proceeds  from the issuance of debt and equity
securities.

      On January 3, 1997,  the Company  issued and sold $85.0 million  aggregate
principal  amount  of  its  Senior  Notes  pursuant  to an  exemption  from  the
registration  requirements  of the Securities  Act of 1933, as amended,  the net
proceeds  of which were $80.5  million.  The  Company  used a portion of the net
proceeds  from the sale of the Senior  Notes to repay  substantially  all of its
existing debt, most of which was incurred to fund the Management  Buyout in July
1994, the Clinton  acquisition  in February  1996,  the Mitchell  acquisition in

<PAGE>

November 1996, and to satisfy working capital requirements.  The balance of such
net  proceeds  were  used to fund  the  $24.0  million  purchase  price  for the
Macpherson  Acquisition,  to repay approximately $6.1 million of indebtedness of
Macpherson  and  to  pay  approximately   $6.4  million  of  trade  payables  of
Macpherson.

      In  connection  with the  sale of the  Senior  Notes,  the  Financing  and
Security   Agreements,   dated  February  1,  1996,   between  the  Company  and
NationsBank,  N.A. ("NationsBank") was terminated,  and the Company entered into
an $18.5 million working capital facility also with NationsBank (the "New Credit
Facility")  which became  effective upon  consummation of the sale of the Senior
Notes.  The New Credit Facility,  as amended as of April 23, 1997,  provides for
borrowings  of up to $18.5  million in the  aggregate  outstanding  at any time,
subject to a borrowing base  limitation  equal to 85% of the Company's  eligible
accounts receivable. Borrowings under the New Credit Facility bear interest at a
rate per annum, at the Company's option,  equal to (i) NationsBank's  prime rate
plus 0.25% or (ii) LIBOR plus 2.50%.  The New Credit  Facility is secured by all
accounts receivable of the Company and includes certain covenants  applicable to
the  Company,  including  requirements  that the  Company  comply  with  certain
financial ratios.  The New Credit Facility expires on July 13, 2001. As of April
30, 1997, $6.0 million was available to be borrowed by the Company under the New
Credit Facility.

      In  connection  with the  Macpherson  Acquisition,  the  Company  acquired
Embroidery  Leasing  Corporation  (the  "Leasing  Company"),  a leasing  company
affiliate of  Macpherson,  for  approximately  $0.5 million,  payable over three
years,  plus interest at 6.0% annum.  The Company intends to utilize the Leasing
Company to offer  flexible  lease  financing  to its  customers  to support  the
Company's sales of equipment.  The Company intends to fund its investment in the
Leasing  Company  through  borrowings  under  the  New  Credit  Facility,  which
borrowings  are expected to aggregate  approximately  $3.5 million in 1997.  The
Company  plans for the  Leasing  Company to  arrange  additional  borrowings  to
finance its operations and sell a portion of its leases on a nonrecourse basis.

      The Company's capital  expenditures  during the first three months of 1997
aggregated  approximately  $0.5 million.  Such  expenditures  were primarily for
computer, office and warehouse equipment and improvements.

      Net cash  used in the  Company's  operating  activities  was $2.5  million
during the first three months of 1997 principal due to working capital  changes.
The Company's investing activities during the first three months of 1997 related
principally to $36.7 million  utilized in the Macpherson  acquisition.  Net cash
provided by financing  activities  aggregated  $40.5 million,  reflecting  $84.0
million of borrowings  from the  refinancing  used to  extinguish  debt of $41.1
million,  $3.6 million in financing  costs and $3.0  million to  repurchase  and
retire warrants.

      The  Company   believes  that  the  cash  generated  from  operations  and
borrowings  available  under the New Credit  Facility will be sufficient to meet
the Company's working capital and liquidity needs for the foreseeable future.

<PAGE>

                     WILLCOX & GIBBS, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>

    (a)  Exhibits

         EXHIBIT NO.                  DESCRIPTION
         -----------                  -----------

         <S>                          <C>
         11.1                         Computation  of  net income per common and
                                      common equivalent shares

         27.1                         Financial Data Schedule  (filed with EDGAR
                                      only)


    (b)  Reports on Form 8-K

         During the quarter ended March 31, 1997,  the  Company did not file any
         reports on Form 8-K.

</TABLE>


<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        WILLCOX & GIBBS, INC.
                                        (Registrant)


Date     May 15, 1997                   By /S/ JOHN K. ZIEGLER, JR.
                                          ---------------------------
                                          John K. Ziegler, Jr.
                                          Vice President
                                          and Chief Financial Officer