UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                         
                               FORM    10-Q
(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended   July 5, 1997
                                 ------------
                                    OR
                         
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________  to  __________
         Commission file number    1-8016
                                   ------                         
                      TULTEX    CORPORATION
   (Exact name of registrant as specified in its charter)
                         
Virginia                           54-0367896
-------------------------------    ---------------------------------------
(State or other jurisdiction of    (I.R.S. Employer Identification Number)
incorporation or organization)

101 Commonwealth Boulevard, P. O. Box 5191, Martinsville, Virginia   24115
-----------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code  540-632-2961
                                                    ------------

(Former name, former address and former fiscal year, if changed since 
 last report)

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

29,885,688 shares of Common Stock, $1 par value, as of August 9, 1997
----------                         --                  --------------











PART I. FINANCIAL INFORMATION
Item 1.

Tultex Corporation
Consolidated Statement of Operations (Unaudited -
$000's omitted except in shares and per share data)
July 5, 1997 (and June 29, 1996)
<TABLE>
<CAPTION>
                               Three Months Ended             Six Months Ended
                               ----------------------------   ---------------------------                               
                               July 5, 1997   June 29, 1996   July 5, 1997   June 29,1996
                               ------------   -------------   ------------   ------------
<S>                            <C>            <C>             <C>            <C>                             
Net Sales and Other Income     $   148,117    $    138,198    $   247,747    $   233,501
                               ------------   -------------   ------------   ------------
Costs and Expenses:
Cost of Products Sold              115,171         105,445        189,052        175,464 
Depreciation                         5,092           5,639         10,184         11,375
Selling, General and                19,562          20,980         41,718         44,575
 Administrative
Interest                             6,889           5,014         12,342          9,868
                               ------------   -------------   ------------   ------------
Total Costs and Expenses           146,714         137,078        253,296        241,282
                               ------------   --------------  ------------   ------------
Income (Loss) Before Income          1,403           1,120         (5,549)        (7,781)
 Taxes                           
Benefit (Provision) for               (553)           (431)         2,164          2,950
 Income Taxes (Note 3)         ------------   -------------   ------------   -------------

Net Income (Loss)                      850             689         (3,385)         (4,831)
                               
Preferred Dividend                    (237)           (284)          (521)           (567)
 Requirement (Note 4)          ------------   -------------   ------------   -------------

Balance Applicable to Common    
 Stock                          $      613    $        405    $    (3,906)   $     (5,398)
                               ============   =============   ============   =============

Weighted Average Number of       29,978,823      29,735,522     29,679,919      29,779,891
 Common Shares Outstanding     ============   =============   ============   =============

Net Income (Loss) Per Common 
 Share                         $       .02    $        .01    $      (.13)   $       (.18)
                               ============   =============   ============   =============

Dividends Per Common Share             
 (Note 4)                      $       .00    $        .00    $       .00    $        .00
                               ============   =============   ============   =============


</TABLE>









Tultex Corporation
Consolidated Balance Sheet (Unaudited - $000's
omitted)
July 5, 1997 (and December 28, 1996)


Assets                                       July 5, 1997   December 28, 1996
------                                       ------------   -----------------
Current Assets:
Cash                                         $     3,431    $          1,654 
Accounts Receivable - Net of
 Allowances for Doubtful
 Accounts $5,324 (1997) and             
 $3,762 (1996)                                   132,333             160,107
Inventories (Note 2)                             258,032             162,283
Prepaid Expenses                                  10,022               7,877
                                             ------------   -----------------
Total Current Assets                             403,818             331,921

Fixed Assets - Net                               145,893             136,426
Intangible Assets (Note 6)                        44,880              24,333
Other Assets                                      10,032               8,100
                                             ------------   -----------------
Total Assets                                 $   604,623    $        500,780
                                             ============   =================
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
Notes Payable to Banks                       $     5,118    $          5,628 
Current Maturities of Long-Term         
 Debt                                                 19                 424
Accounts Payable                                  40,674              33,981
Federal and State Income Taxes                    (2,980)              1,684
 Payable (Note 3)
Accrued Expenses                                  15,476              14,713
                                             ------------   -----------------
Total Current Liabilities                         58,307              56,430

Long-Term Debt, Less Current             
 Maturities                                      332,962             223,616
Other Liabilities                                 16,947              17,806

Stockholders'  Equity:
Five Percent Cumulative Preferred                    198                 198
 Stock (Note 4)
Series B, Cumulative Convertible                   7,500              15,000
 Preferred Stock (Note 4)
Common Stock (Note 4)                             30,015              29,334
Capital in Excess of Par Value                     7,574               3,416
Retained Earnings                                151,501             155,663
                                             ------------   -----------------  
                                                 196,788             203,611
Less Notes Receivable - Stockholders                 381                 683
                                             ------------   ----------------- 
Total Stockholders' Equity                       196,407             202,928
                                             ------------   -----------------
Total Liabilities and                         
 Stockholders' Equity                        $   604,623    $        500,780
                                             ============   =================

Tultex Corporation
Consolidated Statement of Cash Flows (Unaudited -
$000's omitted) Six Months Ended July 5, 1997 (and June 29, 1996)


                                             Six Months Ended
                                             ---------------------------- 
                                             July 5, 1997   June 29, 1996 
                                             ------------   -------------      
Operations:
Net Income  (Loss)                           $    (3,385)   $     (4,831)
Items not Requiring (Providing) Cash:
Depreciation                                      10,184          11,375
Amortization of Intangible Assets                    608             608
Deferred Income Taxes                                -               -
Other Deferrals                                     (859)         (1,583)

Changes in Assets and Liabilities:
Accounts Receivable                               42,789          21,913
Inventories                                      (58,521)        (49,582)
Prepaid Expenses                                  (2,035)          2,524
Accounts Payable and Accrued Expenses             (8,557)         11,220
Income Taxes Payable                              (4,714)         (4,831)
                                             ------------   -------------
Cash Provided (Used) by Operations               (24,490)        (13,187)
                                             ------------   -------------
Investing Activities:
Additions to Property, Plant and                 (18,692)         (8,596)
 Equipment
Business Acquisitions (Note 6)                   (57,694)            -
Additions to Other Assets                         (1,687)         (3,755)
                                             ------------   -------------
Cash Provided (Used) by Investing                (78,073)        (12,351)
 Activities                                  ------------   -------------

Financing Activities:
Issuance (Payment) of Short-Term
 Borrowings                                         (628)          5,000
Issuance of Long-Term Debt                        89,405             -
Issuance (Payment) of Revolving                   19,200          26,500
Credit Facility Borrowings
 Payments on  Long-Term Debt                        (500)           (108)
Cash Dividends (Note 4)                             (521)           (567)
Proceeds From  Stock Plans                         1,964             222
Purchase of Preferred Stock                       (7,688)            -
Issuance of Common Stock                           4,225             -
Purchase of Common Stock                          (1,117)            (779)
                                             ------------   --------------

Cash Provided (Used) by Financing                104,340           30,268
 Activities                                  ------------   --------------

Net Increase (Decrease) in Cash                    1,777            4,730

Cash at End of Prior Year                          1,654            1,981
                                             ------------   --------------
Cash at End of Period                        $     3,431    $       6,711
                                             ============   ==============


TULTEX CORPORATION
Notes to Consolidated Financial Statements (Unaudited)
July 5, 1997

NOTE 1 - The accompanying consolidated financial statements furnished in this 
quarterly 10-Q Report reflect all adjustments, consisting only of normal
recurring adjustments, which are, in the opinion of management, necessary for 
a fair statement of the results of the interim periods. This balance sheet, 
statement of income and statement of cash flows have been prepared from the
company's records and are subject to audit and year-end adjustments.

NOTE 2 - A summary of inventories by component
follows.
(In thousands of dollars)

                      July 5, 1997       December 28, 1996
                      ------------       -----------------
Raw Materials         $     31,768                  31,253
Supplies                    10,701                   6,297
Goods-in-Process            27,785                  21,464
Finished Goods             187,778                 103,269
                      ------------       -----------------  
  Total Inventory     $    258,032       $         162,283
                      ============       =================

NOTE 3 - Income taxes are provided based upon income reported for financial 
reporting purposes. Deferred income taxes are provided for the temporary 
differences between the financial reporting basis and the tax basis of the 
company's assets and liabilities.

NOTE 4 - Five percent cumulative preferred stock is $100 par value, 22,000 
shares authorized, shares issued and outstanding 1,975 shares (1997and 1996).
The stated quarterly dividend was declared on April 29, 1997, and paid on 
July 1, 1997.

Series B preferred stock is cumulative, convertible preferred stock, $7.50 
Series B, $100 stated value, 150,000 shares authorized.  The entire 150,000
shares were issued and outstanding during 1996.  On May 30, 1997 the company 
redeemed 75,000 of the 150,000 shares at a redemption price (including accrued 
but unpaid dividends) of $103.75 per share. The stated quarterly dividend on 
the remaining 75,000 shares was declared on April 29, 1997, and paid on 
July 1, 1997.

Common stock, $1 par value, 60,000,000 shares authorized, shares issued and 
outstanding were 30,014,788 at July 5, 1997, and 29,333,571 at December 28, 
1996.  There were no dividends declared on the company's common stock for the 
three month period ended July 5, 1997.

NOTE 5 - Income (loss) per common share is computed using the weighted average 
number of common shares outstanding in the first six months of 1997 and 1996 
of 29,679,919 and 29,779,891, respectively. 

NOTE 6 - On April 16, 1997, the company acquired California Shirt Sales, Inc., 
("CSS") an apparel distributor in 11 western states and Hawaii.  The company 
purchased substantially all assets and assumed certain liabilities totaling 
$58.8 million. The acquisition was recorded using the purchase method of 
accounting. Acquisition consideration was comprised of 554,098 shares of the 
company's common stock valued at $4.2 million based on a price of $7.625 per 
share, cash payment of $7.0 million, subordinated indebtedness issued for $14.4 
million, and the assumption of liabilities totaling $33.2 million. The purchase 
price has been allocated to the acquired assets and liabilities based on their 
fair values resulting in goodwill of $12.1 million to be amortized over 25 
years. The historical recorded values of CSS assets and liabilities were not 
materially different from their fair values. The operating results of CSS have 
been included in the consolidated statements of income from the date of 
acquisition. The following pro forma unaudited consolidated operating results 
of the company and CSS have been prepared as if the acquisition had been made 
at the beginning of the periods presented and include pro forma adjustments to 
reflect intercompany transactions, amortization of goodwill and transaction 
financing, as well as the income tax effect of these items.

                 (In thousands, except per share data)
                 Three Months Ended(Unaudited)   Six Months Ended(Unaudited)
                 -----------------------------   ----------------------------   
                 July 5, 1997   June 29, 1996    July 5, 1997   June 29, 1996
                 -----------   -------------    ------------   -------------
Net Sales        $    149,552         158,659         269,267         273,895
Net Income       $        829             528          (3,695)         (5,914)
Net Income    
 per Share       $        .02             .01            (.14)           (.21)

The pro forma results are not necessarily indicative of the results of 
operations of the combined companies that would have occurred had the 
acquisition occurred at the beginning of the periods presented, nor are they 
necessarily indicative of future operating results.

On May 6, 1997, the company acquired T-Shirt City, Inc., ("TSC") an apparel 
distributor in the Midwestern United States.  The company purchased
substantially all assets and assumed liabilities totaling $16.6 million, and 
the transaction was recorded using the purchase method.  Acquisition 
consideration included a cash payment of $1.8 million and the assumption of
liabilities totaling $14.8 million.  The purchase price has been allocated to 
the acquired assets and liabilities based on their fair values resulting in
goodwill of $9.1 million to be amortized over 25 years. The historical recorded 
values of TSC assets and liabilities were not materially different from their 
fair values. The pro forma effect of this acquisition has not been presented
because amounts would not differ materially from actual results.























Tultex Corporation
Management's Discussion and Analysis of Financial Condition and Results 
 of Operations
July 5, 1997

Results of Operations
---------------------
This Quarterly Report on Form 10-Q may contain certain forward-looking 
statements reflecting the company's expectations. Although the company believes
that the expectations reflected in any such forward-looking statements are
reasonable, it can give no assurances that such expectations would prove to
have been correct. Important factors that could cause actual results to differ
materially from the company's expectations include the financial strength of 
the retail industry, the level of consumer spending on apparel, the competitive
pricing environment within the apparel industry, the company's substantial
leverage and the restrictive covenants in its borrowing documents, fluctations
in the price of cotton and polyester used by the company in the manufacture of
its products, and the seasonality and cyclicality of the fleecewear and 
licensed apparel industries. Such statements are provided in accordance with 
the safe harbor provisions of the Private Litigation Reform Act of 1995. 
Investors should consider other risks and uncertainties discussed in other 
documents filed by the company with the Securities and Exchange Commission.

The following table presents the company's consolidated statement of operations 
items as a percentage of net sales.

                                Three Months Ended    Six Months Ended
                                -------------------   -------------------
                                07/05/97   06/29/96   07/05/97   06/29/96
                                --------   --------   --------   --------       
Net Sales and Other Income       100.0%     100.0%     100.0%     100.0%
Cost of Products Sold             77.8       76.3       76.3       75.1 
Depreciation                       3.4        4.1        4.1        4.9
Selling, General and              13.2       15.2       16.8       19.1
 Administrative
Interest                           4.7        3.6        5.0        4.2
                                --------   --------   --------   --------     
Total Costs and Expenses          99.1       99.2      102.2      103.3
                                --------   --------   --------   --------
Income (Loss) Before Income
 Taxes                             0.9        0.8       (2.2)      (3.3)
Benefit (Provision) for
 Income Taxes                     (0.3)      (0.3)        .8        1.2
                                --------   --------   --------   --------
Net Income (Loss)                  0.6%       0.5%      (1.4)%     (2.1)%
                                ========   ========   ========   ========

Note:  Certain items have been rounded to cause the columns to add to 100%.

Net sales and other income for the three months ended July 5, 1997 increased 
$9.9 million, or 7.2%, from the second quarter of 1996.  Activewear sales of 
$113.1 million represent an increase of $16.2 million, or 16.7%, as compared 
to the second quarter of 1996. The activewear increase was due to the inclusion 
of sales for California Shirt Sales and T-Shirt City which were acquired during 
the second quarter of 1997.  Licensed apparel sales of $35.0 million in the 
second quarter of 1997 represent a decrease of $6.3 million, or 15.2%, as 
compared to the same period of the prior year. The licensed apparel sales 
decrease resulted from Olympic sales during the second quarter of 1996 and
some softness in sales of Major League Baseball and National Basketball 
Association products during 1997.

For the six months to date, net sales and other income increased $14.2 million, 
or 6.1%, due to a 12.6% increase in activewear sales, partially offset by a 6.0%
decrease in licensed apparel sales.  The activewear sales increase was primarily
due to the acquisitions of CSS and TSC. 

Cost of products sold as a percentage of sales increased to 77.8% for the 
second quarter of 1997 compared to 76.3% for the comparable second quarter of 
last year.  For the comparative six-month periods, cost as a percentage of 
sales increased from 75.1% to 76.3% in 1997.  The decrease in margin as a 
percentage of sales reflects lower licensed apparel sales as a percentage of
consolidated sales.  Licensed apparel sales typically carry a higher gross 
margin than the company's activewear products.  In addition, the company's 
distributor acquisitions, which sell primarily jersey products, also generate 
lower margins than the company's other businesses.

Depreciation expense decreased $547,000, or 9.7%, during the second quarter of 
1997, and for the six months depreciation decreased $1.2 million, or 10.5%. This
decrease was the result of certain assets becoming fully depreciated during 
1996. The company invested $18.7 million in fixed assets during the first six 
months of 1997.

Selling, general and administrative expenses ("S,G&A") decreased $1.4 million  
for the second quarter of 1997 compared to the same period of 1996.  As a 
percentage of sales, S,G&A expenses were 13.2% compared to 15.2% for the second 
quarter of 1996. The decrease as a percentage of sales was due to cost reduction
initiatives, lower advertising expenses and the distributor acquisitions which
typically have lower S, G&A expenses than the company's other businesses. During
the six month period ended July 5, 1997, S, G&A expenses were $41.7 million, or 
16.8% of sales, compared to $44.6 million, or 19.1% of sales, for the comparable
period of the prior year.  The primary reason for this decrease was a $1.8 
million reduction in advertising expenses for the first six months of 1997 
compared to the same period of 1996. The company's cost reduction initiatives 
and lower licensed apparel royalty expenses also contributed to the decrease.

Interest expense as a percentage of sales increased from 3.6%, or $5.0 million, 
for the second quarter of 1996 to 4.7%, or $6.9 million, for the comparable 
period of 1997.  The 1997 increase is due to higher average borrowings and 
higher average borrowing rates.  The nature of the company's business requires 
extensive seasonal borrowings to support its working capital needs.  For the 
first six months of 1997, working capital borrowings averaged $113.6 million at 
an average rate of 7.3% compared to $118.0 million and 6.9%, respectively, for 
the comparable period of the prior year.

Benefit (Provision) for income taxes reflects an effective rate for combined 
federal and state income taxes of 39% for the first six months of 1997 and 38% 
for the comparable period of 1996.

On April 16, 1997, the company acquired California Shirt Sales, Inc., an 
apparel distributor in 11 western states and Hawaii. Acquisition consideration 
comprised a combination of the company's common stock and subordinated 
indebtedness, and assumption of bank indebtedness. On May 6, 1997, the company 
acquired T-Shirt City, Inc., an apparel distributor in the Midwestern United 
States. These acquisitions complement the company's strategy of becoming more 
marketing and distribution oriented and take advantage of distribution 
efficiencies.

On May 28, 1997, the company announced that Discus Athletic(Registered 
trademark) and LogoAthletic(Registered trademark) will be the official 
outfitters at Disney's Wide World of Sports complex in Florida. Participation 
by these brands will include event sponsorships as well as media exposure, 
on-site presence and promotions.

Financial Condition, Liquidity and Capital Resources
----------------------------------------------------
Net working capital at July 5, 1997 increased $70.0 million from year-end 1996 
due primarily to higher inventories partially offset by lower accounts 
receivable.  Net accounts receivable decreased $27.8 million from December 28, 
1996 to July 5, 1997 due to the seasonality of the company's products. 
Receivables normally peak in September and October and begin to decline in 
December as shipment volume decreases and cash is collected.

Inventories traditionally increase during the first half of the year to support 
second-half shipments. Compared to December 28, 1996, inventories increased 
$95.7 million, or 59.0%.  The distributor acquisitions accounted for $43.8 
million, or 17.0% of this increase.

The current ratio at July 5, 1997 was 6.9 compared to 5.9 at December 28, 1996. 
The increase in the ratio from the beginning of the year was mainly due to 
higher inventories partially offset by lower accounts receivable. 

On April 15, 1997, the company sold $75 million of 9 5/8% Senior Notes due 2007.
Proceeds from the sale of the Senior Notes were used to repay existing 
indebtedness and redeem $7,500,000 of the Series B, $7.50 cumulative convertible
preferred stock.  On May 15, 1997, the company entered into a three-year $187 
million revolving credit facility which replaced its existing three year 
facility due to expire in 1998. The terms of the new facility are substantially 
equivalent to those of the former revolving credit facility, except that the 
maximum borrowing amount under the new facility is $187 million, compared with 
$225 million under the old facility.  Reduction of the borrowing limit reflects 
the sale of $75 million Senior Notes.

Total long-term debt at July 5, 1997 included the senior notes totaling $185 
million and $132.8 million outstanding under the revolving credit facility. At 
the end of the second quarter of 1997, the company was in compliance with all 
debt covenants.

On May 30, 1997, the company redeemed 75,000 shares of the 150,000 outstanding 
shares of its $7.50 Series B, $100 stated value Preferred Stock at a redemption 
price (including accrued but unpaid dividends) of $103.75 per share.

On June 29, 1997 the company's Board of Directors authorized the purchase of 
an additional 1 million shares increasing the total authorized shares for the
program dated Masrch 20, 1996 to 2 million shares.  As of July 5, 1997, a total 
of 668,100 shares had been purchased and retired.  Stockholders' equity 
decreased $6.5 million during the first six months of 1997 as a result of the
preferred stock redemption of $7.7 million, the net loss for the period of 
$3.4 million, preferred dividends of $521,000 and stock repurchases of $1.1 
million partially offset by common shares issued of $4.2 million and proceeds
from stock plans of $2.0 million. Debt as a percentage of total capitalization
was 63.3% compared to 58.6% at June 29, 1996.

For the first six months of 1997, net cash used by operations was $24.5 million 
versus $13.2 million for the same period last year. Cash used for capital asset 
additions increased $10.1 million in 1997 compared to the first six months of 
1996. Cash provided by financing activities increased $74.1 million from the 
first six months of 1997 primarily as a result of higher seasonal borrowing
requirements and the distributor acquisitions.  The company expects that annual 
cash flows from income and non-cash items, supplemented by the revolving credit 
facility, will be adequate to support requirements for the remainder of 1997.

New Accounting Standards
------------------------
In February 1997, the Financial Accounting Standards Board (the "Board") issued 
Statement of Financial Accounting Standards No. 128, "Earnings per Share" 
("FAS 128"), which replaces the presentation of primary and fully diluted 
earnings per share ("EPS") with basic and diluted EPS, respectively. FAS 128 
simplifies the standards for computing earnings per share and makes them 
comparable to international EPS standards.  It also requires dual presentation 
of basic and diluted EPS on the face of the income statement for all entities 
with complex capital structures and requires a reconciliation of the numerator 
and denominator of the basic EPS computation to the numerator and denominator 
of the diluted EPS computation.

The company must adopt this Statement in the fourth quarter of 1997. Pro forma 
basic and diluted EPS were both $.02 for the quarter ended July 5, 1997 and $.01
for the quarter ended June 29, 1996. Pro forma basic and diluted EPS were both 
$(.13) for the six months ended July 5, 1997and $(.18) for the six months ended 
June 29, 1996.

In June 1997, the Board issued FAS 130, "Reporting Comprehensive Income".  This 
Statement requires that changes in the amounts of comprehensive income items, 
which are currently reported as separate components of equity, be shown in a 
financial statement, displayed as prominently as other financial statements.  
The common components of other comprehensive income would include foreign 
currency translation adjustments, minimum pension liability adjustments and/or 
unrealized gains or losses on available-for-sale securities. The Statement does 
not require a specific format for the financial statement in which comprehensive
income is reported, but does require that an amount representing total 
comprehensive income be reported in that statement.

This Statement is effective for the company in fiscal 1998; however, management 
has not yet completed its assessment of the manner in which comprehensive 
income might be displayed.

In June 1997, the Board issued FAS 131, "Disclosures about Segments of an 
Enterprise and Related Information".  This Statement will change the way the 
company reports information about segments of their business in their annual 
financial statements and require the company to report selected segment 
information in their quarterly reports issued to shareholders. It also requires 
entity-wide disclosures about the products and services an entity provides, the
material countries in which it holds assets and reports revenues, and its major 
customers.  The Statement requires the company disclose segment data based on 
how management makes decisions about allocating resources to segments and 
measuring their performance.

This Statement is effective for the company in fiscal 1998; however, management 
has not yet completed its assessment of how this statement impacts existing 
segment disclosure.












TULTEX CORPORATION
PART II.  OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

       10.8   Credit Agreement for $187 million credit facility, dated 
              May 18, 1997.

(b)  Reports on Form 8-K

      None

Items 1, 2, 3, 4 and 5 are inapplicable and are omitted.











































SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



                                      TULTEX CORPORATION 
                                      ------------------
                                      (Registrant)



Date August 19, 1997                  /s/ C. W. Davies, Jr.
                                      ---------------------
                                      C. W. Davies, Jr., President and Chief
                                      Executive Officer

Date August 19, 1997                  /s/ S. H. Wood
                                      --------------
                                      Suzanne H. Wood,
                                      Vice President and Chief Financial Officer