SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549
                                
                            FORM 10-Q

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

For the quarterly period ended        August 2, 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  0-5374

                      VARLEN CORPORATION
    (exact name of registrant as specified in its charter)

    DELAWARE                                        13-2651100
    (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)               Identification No.)

    55 Shuman Boulevard, P.O. Box 3089
    Naperville, Illinois                            60566-7089
    (Address of principal executive offices)        (Zip Code)

Registrant's telephone number including area code   (630) 420-0400

Indicate by check 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

At September 12, 1997, approximately 8,849,873 shares, par value
$.10 per share, of common stock of the Registrant were outstanding.

<PAGE>
PART I.  FINANCIAL STATEMENTS

VARLEN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(Thousands of Dollars)
                                             August 2,          January 31,
                                               1997                1997
<TABLE>
<CAPTION>
Assets
<S>                                           <C>                <C> 
Cash and cash equivalents                       6,194               3,133

Accounts receivable, less allowance for
doubtful accounts of $1,371 and $1,455         63,704              62,088

Inventories:
  Raw materials                                21,521              23,795
  Work in process                              17,491              17,285
  Finished goods                               14,534              12,551
                                               53,546              53,631

Deferred and refundable income taxes            5,457               8,244
Other current assets                            7,219               5,357
   Total current assets                       136,120             132,453

Property, plant, and equipment                207,693             200,439
Less: accumulated depreciation                 84,348              75,859
                                              123,345             124,580

Goodwill and other intangible assets, net     132,404             133,419
Investments and other assets                    4,131               3,426
                                              396,000             393,878

Liabilities and Stockholders' Equity

Current maturities of long-term debt              132               2,273
Accounts payable                               29,273              26,623
Accrued expenses                               31,250              32,366
Income taxes payable                            1,495               1,730
   Total current liabilities                   62,150              62,992

Long-term debt:
   Convertible subordinated debentures
   (note 7)                                    69,000              69,000
   Other long-term debt                       108,849             115,353
Total long-term debt                          177,849             184,353

Deferred income taxes                          14,718              16,252
Other liabilities                              23,747              20,295

Common stock (note 7)                             579                 576
Other stockholders' equity (note 7)           116,957             109,410
                                              396,000             393,878
<FN>
See Notes to Condensed Consolidated Financial Statements
</TABLE>

<PAGE>

VARLEN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Unaudited)
(In Thousands, Except Per Share Amounts)


                                    Three Months Ended     Six Months Ended
                                   August 2, August 3,   August 2,  August 3,
                                      1997     1996         1997       1996
<TABLE>
<CAPTION>
<S>                                 <C>       <C>         <C>        <C>
Net sales                           125,471   91,025      249,446    183,000

Cost of sales                        95,074   68,546      189,644    136,724

Gross profit                         30,397   22,479       59,802     46,276

Selling, general and administrative
expenses                             17,616   14,093       34,815     28,347

Gain on sale of business                ---    3,730          ---      3,730

Interest expense, net                 2,983    1,426        6,164      2,479

Earnings before income taxes          9,798   10,690       18,823     19,180

Income taxes                          4,360    4,790        8,376      8,458

Net earnings                          5,438    5,900       10,447     10,722

Earnings per share (note 7):

   Primary                             0.89     0.98         1.72       1.77

   Fully diluted                       0.66     0.73         1.29       1.33

Weighted average number of shares
 outstanding - primary  (note 7)      6,111     6,016        6,061     6,054

Weighted average number of shares
 outstanding - fully diluted
 (note 7)                             9,206     9,070        9,197     9,109


Dividends per common share             0.09      0.09         0.18      0.18

<FN>

See Notes to Condensed Consolidated Financial Statements

</TABLE>

<PAGE>

VARLEN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Thousands of Dollars)

                                                Six Months Ended
                                              August 2,     August 3,
                                                1997          1996
<TABLE>
<CAPTION>
Increase (Decrease) in Cash
<S>                                            <C>          <C> 
Cash flows from operating activities:
Net earnings                                    10,447        10,722
Adjustments to reconcile net earnings to 
 net cash provided by operating activities:
  Depreciation                                   9,503         6,286
  Amortization                                   2,844         1,105
  Deferred income taxes                            166           354
  Gain on sale of business                         ---        (3,730)
  Change in assets and liabilities net of 
   effects from purchased and sold businesses:
    Accounts receivable, net                    (2,139)          923
    Inventories                                   (788)       (3,113)
    Refundable income taxes                      2,497           ---
    Other current assets                        (1,861)         (165)
    Accounts payable                             2,549         4,306
    Accrued expenses                            (1,217)       (2,877)
    Income taxes payable                          (347)        1,793
    Other noncurrent assets                     (1,301)         (159)
    Other noncurrent liabilities                 1,094           830

     Total adjustments                          11,000         5,553

     Net cash provided by operating 
      activities                                21,447        16,275

Cash flows from investing activities:
 Fixed asset expenditures                      (10,160)       (9,762)
 Cost of purchased business, net of  
  cash acquired                                    ---      (143,259)
 Proceeds from the sale of investments             ---         4,294
 Sale of business                                  ---        12,474
 Disposals and other changes in property,
  plant and equipment                            1,220           189

     Net cash used in investing activities      (8,940)     (136,064)

Cash flows from financing activities:
 Proceeds from debt                                225       105,184
 Payments of debt                               (8,911)       (1,393)
 Issuance of common stock under option plans       280            49
 Cash received on stock subscriptions              154            78
 Purchase of treasury stock                        ---        (3,241)
 Cash dividends paid                            (1,041)       (1,049)

     Net cash (used in)/provided by financing
      activities                                (9,293)       99,628

Effect of exchange rate changes on cash           (153)          (50)

Net increase/(decrease) in cash and cash
 equivalents                                     3,061       (20,211)
Cash and cash equivalents at beginning of year   3,133        22,915

Cash and cash equivalents at end of period       6,194         2,704

<FN>
See Notes to Condensed Consolidated Financial Statements
</TABLE>

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   The unaudited condensed consolidated financial statements of
     Varlen Corporation (the "Company") included herein have been
     prepared in accordance with the rules and regulations of the
     Securities and Exchange Commission.  In the opinion of the
     Company, all adjustments which are considered necessary for
     a fair presentation of the results for the interim periods
     presented and the balance sheet at August 2, 1997 have been
     made. These financial statements, which are condensed and do
     not include all disclosures included in annual financial
     statements, should be read in conjunction with the
     consolidated financial statements and notes thereto included
     in the Company's latest Annual Report on Form 10-K.

2.   Long-term debt at period end is comprised of the following
     (in thousands):

                                       August 2,    January 31,
                                         1997          1997
<TABLE>
<CAPTION>
<S>                                     <C>         <C>
     Term loan                          104,000     107,000
     Revolving credit facility                _       4,000
     6.5% convertible debentures due 
      2003                               69,000      69,000
     Industrial revenue bonds and 
      other debt                          4,981       6,626
                                        177,981     186,626
     Less current maturities               (132)     (2,273)
     Long-term debt                     177,849     184,353
</TABLE>
     On July 19, 1996, the Company entered into a $190 million
     term loan and revolving credit agreement (the "Agreement")
     which replaced its $80 million revolving credit facility.
     This Agreement was obtained to facilitate the Brenco,
     Incorporated acquisition as well as future acquisitions.  As
     amended on October 15, 1996, the Agreement is in the form of
     two facilities.  Facility "A" is a term-loan with a total
     capacity of $110 million and facility "B" is a revolving
     credit facility with an $80 million capacity.  The term-loan
     comes due on July 19, 2002 and requires escalating quarterly
     principal payments which began in October 1996.  The
     revolving credit facility requires no prepayments and comes
     due on July 19, 2002 with two optional one year extensions.
     The Agreement provides for interest at one of three market
     interest rates selected by the Company plus an applicable
     margin which is dependent upon the market interest rate
     chosen and the relationship of debt to cash flow.  The
     highest interest rate under the Agreement was the prime rate
     with maximum commitment fees of 3/8 of 1% on the unused
     portion of the line of credit.  The average interest rate on
     $40 million of this debt was fixed through interest rate
     swap agreements at approximately 7.0% which includes the
     current applicable margin.  The interest rate swap
     agreements cover periods which can range from one to three
     years and were entered into in the third quarter of 1996.
     The average interest rate on all of the Company's long-term
     debt during the first six months of 1997 was approximately
     6.9%.

3.   Supplemental Cash Flow Information
     (in thousands):

                                          August 2,   August 3,
                                             1997       1996
<TABLE>
<CAPTION>

     Cash paid during the year-to-date
      period for:
<S>                                         <C>         <C>  
        Interest                            6,056         2,470

        Income taxes (net)                  5,245         6,204
                                                     
     Purchase of business:
  
         Fair value of assets acquired          -       201,785
  
         Cash paid, net of cash acquired        -       143,259
  
         Liabilities assumed                    -        58,526
</TABLE>
4.   Business Segment Information
     (in thousands):
                                    Quarter Ended         Six Months Ended
                                 August 2,   August 3,   August 2,  August 3,
                                   1997        1996        1997        1996
<TABLE>
<CAPTION>
     Net sales:                                            
<S>                              <C>         <C>         <C>         <C>
 Transportation products         116,363      79,604     232,365     157,193
 Analytical instruments            9,108      11,421      17,081      25,807
                                                        
                                 125,471      91,025     249,446     183,000
  
 Operating profits (1):
  
 Transportation products          13,452       8,566      26,453     17,507
 Analytical instruments (2)        1,248       4,811       2,260      6,845

                                  14,700      13,377      28,713     24,352
</TABLE>
                                                                
 (1) Before interest and general corporate expenses.
 (2) The 1996 amounts include a $3,730,000 gain on the sale of the 
     laboratory appliance division of Precision Scientific, Inc.

5.   Acquisition:
     On June 15, 1996, the Company, a wholly-owned subsidiary of
     the Company and Brenco, Incorporated ("Brenco"), a
     manufacturer and reconditioner of specialized tapered roller
     bearings for the railroad industry with headquarters in
     Virginia, entered into an acquisition agreement for the
     purchase of all of Brenco's outstanding common stock for
     $16.125 per share.  As a result of the tender offer which
     expired on July 18, 1996, the Company owned approximately 96%
     of the outstanding common stock of Brenco.  On August 23,
     1996, the remaining non-tendered shares were canceled and
     converted into the right to receive $16.125 per share, making
     Brenco a wholly-owned subsidiary of the Company.  The total
     purchase price for the common stock of Brenco was
     approximately $165 million in cash and was financed within a
     $190 million credit facility from the Company's existing bank
     group plus cash on hand.  The consolidated results of
     operations on a pro forma basis as though Brenco had been
     acquired on February 1, 1996, are as follows (in thousands):

                                    Quarter Ended        Six Months Ended
                                 August 2, August 3,    August 2, August 3,
                                  1997        1996        1997        1996
<TABLE>
<CAPTION>
<S>                             <C>       <C>           <C>       <C>
     Net Sales                  125,471    121,580      249,446   243,877

     Net earnings                 5,438      6,284       10,447    11,445

     Net earnings per share -
     primary                        .89       1.04         1.72      1.89

     Net earnings per share -
     fully diluted                  .66        .77         1.29      1.41
</TABLE>
6.   Divestitures:

     On July 30, 1996, the Company sold its laboratory
     appliance division of its Precision Scientific, Inc.
     subsidiary, a manufacturer of research laboratory appliances
     for approximately $12.0 million net of selling costs.  This
     sale resulted in a gain of $3,730,000 ($2,100,000 after-tax)
     or $.23 per fully diluted share.  Net sales from this entity
     for the first half of fiscal 1996 were approximately $8.6
     million and were $4.0 million for the second quarter of
     fiscal 1996.

7.   Subsequent Event:

     On August 19, 1997, the Company announced its intention to
     redeem for cash all of the Company's then outstanding 6 1/2
     percent Convertible Subordinated Debenture due in 2003 (the
     "Debentures") on September 4, 1997.  The holders had the
     option of redeeming the Debentures for cash including a
     premium and accrued interest or converting the Debentures
     into Common Stock of the Company at a ratio of 44.2688
     shares of Common Stock per $1,000 bond.  At the close of
     business on September 4, all but $2,000 par value of the
     Debentures outstanding had been converted into common stock
     of the Company.  The remaining $2,000 of bonds were redeemed
     for cash.  The conversion of the $69 million of Debentures
     increased the outstanding Common Stock of the Company by
     approximately 3.1 million shares to 8.9 million shares of
     Common Stock as of September 12, 1997.

8.   New Accounting Standards:

     In June 1997, the Financial Accounting Standards Board
     issued Statement of Financial Accounting Standards ("SFAS")
     No. 130 "Reporting Comprehensive Income", which establishes
     standards for reporting and display of comprehensive income
     and its components (revenues, expenses, gains, and losses)
     in a full set of general-purpose financial statements; and
     SFAS No. 131, "Disclosures about Segments of an Enterprise
     and Related Information", which establishes standards for
     reporting information about operating segments and
     disclosures about products and services, geographic areas,
     and major customers.

     SFAS Nos. 130 and 131 are effective beginning in the
     Company's 1998 fiscal year. Reclassification of financial
     statements for earlier periods provided for comparative
     purposes is required.  The impact of the adoption of SFAS
     Nos. 130 and 131 has not yet been fully determined.

<PAGE>

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                    FOR THE SIX-MONTH PERIOD
                      ENDED AUGUST 2, 1997

Overview

The Company designs, manufactures, and markets a diverse
range of products in its transportation products and analytical
instruments business segments.  These products are marketed to
the railroad, heavy duty truck and trailer, automotive, and
petroleum industries.  The demand for the Company's products by
certain of these industries is affected by economic conditions in
the United States and abroad.  The Company's manufacturing
operations have a significant fixed cost component.  Accordingly,
during periods of changing product demand the profitability of
many of the Company's operations may change proportionately more
than revenues of such operations.

Results of Operations

The Company's sales in the six months ended August 2, 1997
were $249.5 million or 36.3% greater than the $183.0 million
achieved in the first six months of 1996.  For the second quarter
of 1997, sales were $125.5 million, up $34.5 million or 37.8%
from sales of $91.0 million in the comparable 1996 period.
During both periods, sales increased in the transportation
products segment but declined in the analytical instruments
segment.  On July 18, 1996, the Company acquired 96% of the stock
of Brenco, Incorporated ("Brenco") and on August 23, 1996,
acquired the remaining ownership of Brenco.  Accordingly, the
proportionate share of revenues and earnings has been included
since these dates in the transportation segment.

Net earnings for the first six months of 1997 decreased to
$10.4 million from $10.7 million in 1996's first half.  Earnings
per share for the first six months in 1997 were $1.29 per share
on a fully diluted basis which compared to $1.33 per share fully
diluted in the comparable 1996 period.  During the second quarter
ended August 2, 1997, net earnings decreased to $5.4 million from
$5.9 million in the same 1996 quarter.  Earnings per share were
$.66 on a fully diluted basis for the second quarter of 1997
compared to $.73 per share on a fully diluted basis in the
equivalent 1996 period.  On July 30, 1996, the Company sold the
laboratory appliance division of its Precision Scientific, Inc.
subsidiary resulting in an after tax gain of  $2.1 million ($3.7
million pretax), or $.23 per fully diluted share during the 1996
second quarter.  Excluding this gain, earnings increased by 42.5%
in the 1997 second quarter and by 21.0% during the first half of
1997 compared to the 1996 periods.  In both 1997 periods,
operating profit increased in the transportation products segment
and declined in the analytical instruments segment as the result
of a 1996 disposition.  The effects of foreign currency
translation were not material in any periods presented.

On a business segment basis, revenues in the transportation
products segment for the quarter and six months ended August 2,
1997, were $116.4 million and $232.4 million, respectively, as
compared to $79.6 million and $157.2 million in the comparable
prior year periods.  During the second quarter and year-to-date
period, sales increased in all three transportation businesses,
including the effects of the railroad products acquisitions.
Operating profit in the first six months of 1997 was $26.5
million (11.4% of segment sales), up from $17.5 million (11.1% of
segment sales) in the prior year first half.  Similarly,
operating profit in the 1997 second quarter increased to $13.5
million (11.6% of segment sales) compared to $8.6 million (10.8%
of segment sales) in the comparable 1996 period.

Sales to the heavy-duty truck and trailer industry were
higher  in the 1997 periods than in the prior year.  The
Company's increase in sales resulted from sales of new products,
greater penetration at existing customers, and higher industry
production.  During the quarter, shipments increased under
contracts to produce components for new truck models at two
customers.  Following the trend in revenues, operating profits
increased in this business.  Sales to the automotive industry
also increased in the 1997 quarter and half compared to the
comparable prior year periods.  Increased exports and new program
introductions including shipments late in the second quarter
under a contract with Ford for an application of the Mechanical
Diode one-way clutch provided for the increase in sales.
Earnings at the automotive business were lower in both periods
compared to 1996 as a result of startup and development costs in
the MD clutch of $400,000 and $1,250,000, respectively, in the
1997 second quarter and first half.  Excluding these costs,
earnings would have been up at this business.  Sales at the
railroad products business increased in both the quarterly and
year-to-date periods principally as a result of 1996
acquisitions.  During the second quarter, domestic demand for
railcar components increased as a result of increases in build
rates at car builders.  Operating profit followed the trend in
revenues with acquisitions primarily accounting for the
improvement in a operating profits.

Sales in the analytical instruments segment for the quarter
and six months ended August 2, 1997, decreased to $9.1 million
and $17.1 million, respectively, compared to $11.4 million and
$25.8 million in the 1996 periods.  The decrease in revenues in
this segment resulted from the sale of a non-core business in
this segment in the second quarter of 1996.  Sales of petroleum
analyzers, the remaining business, were up in the second quarter
as a result of higher non-U.S. demand but flat on a year-to-date
basis compared to 1996.  Operating profit for the analytical
instruments segment for the first six months of 1997 declined to
$2.3 million (13.2% of segment sales) compared to $6.8 million
(26.5% of segment sales) in the prior year's period.  For the
1997 second quarter, operating profit declined to $1.2 million
(13.7% of segment sales) compared to $4.8 million (42.1% of
segment sales) in the prior year's quarter.  Earnings were up in
the 1997 quarter and half, however, after excluding the $3.7
million pretax gain on the 1996 sale and pre-disposition earnings
of this business.

Consolidated gross margin in the first six months decreased
to 24.0% in 1997 from 25.3% in 1996, and during the second
quarter consolidated gross margin also decreased to 24.2% from
24.7% in 1996.  Gross margin percentages decreased as a result of
the 1996 sale of a non-core business which had a gross margin
percent significantly greater than the consolidated gross margin
percent.  Excluding this sale, gross margin percentages for the
quarter were up slightly in the transportation segment and down
slightly at the analytical instruments segment.  On a year-to-
date basis, 1997 gross margin percentages for both segments were
approximately equal to the prior year excluding the effect of the
sale.

Selling, general, and administrative expenses were $34.8
million or 14.0% of sales in the first six months of 1997
compared to $28.3 million or 15.5% of sales in the comparable
1996 period.  During the second quarter of 1997, selling,
general, and administrative expenses were $17.6 million or 14.0%
of sales compared to $14.1 million or 15.5% of sales in the prior
year's comparable period.  Most of the dollar increase in
selling, general and administrative expenses resulted from two
acquisitions, net of one divestiture.  The decrease in selling,
general and administrative expense percentages also resulted
primarily from the two acquisitions and one divestiture in the
last half of 1996 as well as efficiencies on higher sales volume.

Gross interest expense for the quarter and six months ended
August 2, 1997, was $3.1 million and $6.3 million, respectively,
compared to $1.6 million and $2.9 million for the prior year's
comparable periods.  The increase in gross interest expense is a
result of borrowings to finance acquisitions.

Income taxes were provided at an effective rate during the
second quarter and first six months of 1997 of 44.5% compared to
44.8% and 44.1%, respectively, in both the comparable 1996
periods.  The higher than statutory federal rate reflects non-
deductible goodwill amortization, higher taxes on foreign
operations, and state income taxes.

Capital Resources and Liquidity

During the second quarter and six-month periods ended August
2, 1997, the Company generated $15.6 and $21.2 million,
respectively, of cash from operating activities.  As of August 2,
1997, the Company's working capital was $74.0 million, total
assets were $396.0 million, total debt, excluding current
portion, was $177.8 million and stockholders' equity was $117.5
million.  Subsequent to the end of the quarter the company
announced redemption of its 6 1/2% convertible subordinated
debentures as of September 4, 1997.  The effect of this
transaction was to decrease long-term debt by $69 million and
increase stockholders' equity by approximately $67 million
representing approximately 3 million additional shares of common
stock outstanding.

Investing activities during the second quarter and six-month
periods ended August 2, 1997 included capital expenditures of
$6.4 million and $10.2 million, respectively.  These capital
expenditures were primarily for machinery and equipment to
support new products and to improve operating efficiency.  To
support its investing activities, the Company has a $190.0
million term loan and revolving credit agreement which was
entered into in 1996 and expires on July 19, 2002.  The $110.0
million term loan portion of this facility was used to finance a
large acquisition in 1996.  The $80.0 million revolving credit
facility will be used by the Company as the principal source of
acquisition funding.  At August 2, 1997, the Company had $104.0
million outstanding under the term loan portion of the facility.

<PAGE>

                   PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

    (a) Exhibits

        Exhibit 11 - Computation of Per Share Earnings.

        Exhibit 27 - Financial Data Schedule.

    (b) Reports on Form 8-K

        A Form 8-K dated August 25, 1997 was filed regarding the 
        Registrant increasing the size of its Board of Directors from
        seven to eight persons and the appointment of its President
        and Chief Operating Officer to its board of directors.

        A Form 8-K dated September 5, 1997 was filed regarding the
        completion of the Registrant's call on its $69 million of
        Convertible Subordinated Debentures.

<PAGE>

Safe Harbor Provision

This Quarterly Report contains outlook and other forward-looking
statements which are not historical facts.  These forward-looking
statements are based upon certain assumptions about a number of
important factors.  While the Company believes that its
assumptions are reasonable, it cautions that there are inherent
difficulties in predicting these factors, that they are subject
to change at any time and that any such change could cause the
Company's actual results to differ materially from those
projected in its forward-looking statements.  Among the factors
that could cause actual results to differ materially are:
expectations of market growth and size; the demand for the
Company's products and other market acceptance risks; the
presence in the market of competitors with greater financial
resources, and the impact of competitive products and pricing;
actual product purchases under existing purchase agreements and
the loss of any significant customers; general market conditions;
the ability of the Company to develop new products; capacity and
supply constraints or difficulties; productivity and efficiency
of operations; availability of resources; the results of the
Company's financing efforts; the effect of the Company's
accounting policies; and the effects of general economic, trade,
legal, social and economic conditions.  Other risk factors may be
detailed from time to time in the Company's Securities and
Exchange Commission filings.  The Company assumes no obligation
to update its forward-looking statements or advise of changes in
the assumptions and factors on which they are based.

<PAGE>


                           SIGNATURES


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.


                                     Varlen Corporation
                                        (Registrant)




September 12, 1997                  By: /s/ Richard A. Nunemaker
                                        Richard A. Nunemaker
                                        Vice President, Finance and
                                        Chief Financial Officer
                                        (Principal Financial Officer
                                        and Principal Accounting Officer)

<PAGE>





                          EXHIBIT INDEX


Exhibit No.                                       Page No.

11    Computation of Per Share Earnings             17

27    Financial Data Schedule                       19