U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 
1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1997.

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from            to            .

Commission file number
2-87738

T.H. LEHMAN & CO., INCORPORATED
 (Name of small business issuer in its charter)

Delaware                                                       22-2442356
(state or other jurisdiction                               (I.R.S./Employer
of incorporation or organization                         Identification Number)

4900 Woodway, Suite 650, Houston, Texas                            77056
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number:  (713) 621-8404

Securities registered under Section 12(b) of the Exchange Act:
Common Stock, $.01 Par.
(Title of Class)

Securities registered under Section 12(g) of the Exchange Act:  None.

          Check whether the issuer (1) filed all reports required to be filed 
by Section 13 or 15(d) of the Exchange Act during the past 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  .

          Check if there is no disclosure of delinquent filers in response to 
Item 405 of Regulation S-B contained in this form, and no disclosure will be 
contained, to the best of registrant's knowledge in definitive proxy or 
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X]

          Issuer's revenues for its most recent fiscal year were $1,023,101.

          The aggregate market value of the voting stock held by nonaffiliates 
of the registrant is approximately $581,462 as of July 1, 1997.

                                  3,230,342 
        (Number of shares of common stock outstanding as of June 30, 1997)









PART I

BUSINESS

ITEM 1.
DESCRIPTION OF BUSINESS

Introduction:

T.H. Lehman & Co., Incorporated (referred to as the "Company or Registrant"), 
was organized in March, 1983 as a Small Business Development Company ("SBDC") 
and was an SBDC until April, 1988.  From April, 1988 to August, 1990 it 
operated through subsidiaries as a broker/dealer and investment advisor.  
Effective October 27, 1989, the Company acquired all of the outstanding stock 
of Self Powered Lighting, Inc. a New York corporation with offices in Elmsford, 
New York ("SPL") from an entity affiliated with two of the Company's directors. 
Effective July 1, 1993 the Company sold all of the outstanding stock of SPL to 
Helionetics, Inc.  See Item 12.  "Certain Relationships and Related 
Transactions" for a description of SPL's business and the acquisition 
transaction.  Although it is no longer an SBDC and has sold its broker/dealer 
and investment advisory business, the Company continues to maintain certain of 
its investments.  During 1992 the Company entered the business of medical 
accounts receivable financing and furnishing medical providers with non-medical 
management services.

Medical Financial Services:

The Company in August 1992 began operations in the area of medical financial 
services, such services being provided through specific subsidiaries.  The 
primary focus of these operations is the financing and collection of accounts 
receivable generated by medical practitioners through their provision of 
diagnostic services and patient treatment.  However, some of these subsidiaries 
offer substantial additional services to medical practitioners.  The services 
are marketed both on an integrated and on an unbundled basis to doctors, 
depending upon their individual needs.  Initially, this is being accomplished 
through the following operating entities:

MedFin Management Corp. was created to provide medical practitioners with non-
medical general and administrative functions such as accounting, marketing, 
management, non-medical staffing, facilities, equipment, and billing and 
collection of receivables.  Revenues are derived from fees charged for these 
services.  Presently, the company has one client, which operates a multi-
specialty clinic in the Los Angeles, California area.  This client has, to 
date, concentrated its practice on workers' compensation medicine and treatment 
for personal injury victims, providing services primarily on a lien basis.  The 
client is currently seeking to diversify its patient mix by focusing more 
toward private pay and HMO/insurance clients.

MedFin Capital Resources, Inc. and HLT Holding Corporation are both engaged in 
the purchase of medical accounts receivable as well as the secured lending of 
funds to doctors against their receivables.  This is accomplished via bulk 
purchases of accounts receivable, often in conjunction with commitments for 
purchases of future receivables generated or advances against such future 
receivables.  The initial venture has involved a highly specialized niche 
within this market, i.e. industrial medicine, an area which, due to its 
complexity and overall nature typically precludes doctors from obtaining 
funding through conventional financing sources.  Specifically, this area 
pertains to liens for medical services (evaluations and treatment) provided to 
applicants in the California workers' compensation system (typically self-

Page 2
procured).  Fees for such services are regulated with schedules set by the 
state workers' compensation authority.  Collection of such liens, if for 
eligible medical-legal services and/or treatment, may not be finally resolved 
for a period of two to three years, the forum for such resolution generally 
being an involved settlement process or adjudication by judgments in a court 
approved procedural process involving the state workers' compensation board.  
Typically significant discounts from the face amount of liens will be 
experienced.  Payment is made by third party insurance carriers or self-insured 
employers or state workers' compensation programs.  Specialized legal counsel 
is retained by the Company to aid in the overall collection of disputed claims 
and the evaluation of purchased portfolios.  Presently the Company has under 
evaluation a number of portfolios which it could purchase at significant 
discounts to the face amount should any such transaction be consummated.  
Additionally, the company also purchases and finances liens generated through 
self-procured treatment by plaintiffs in personal injury lawsuits and will 
provide financing for such receivables to specialized medical practitioners.  
This category of receivable has an expected duration of over two years until 
the case is settled or resolved in court and the lien extinguished.  Such 
resolution will typically be at a significant discount to the face amount 
outstanding.

HLT Holding Corporation has, to date, purchased one accounts receivable 
portfolio that was derived from services provided to plaintiffs, an August, 
1992 transaction consisting of gross accounts of $2,639,010.  Consideration 
given amounted to $250,000 cash and $500,000 in notes payable.  Gross 
collections through March, 1997 amounted to $768,244 and write-offs totaled 
$1,110,652, leaving a balance of $760,114 face value.  This overall experience 
is below expectations.  

MedFin Management Corporation receives, as a fee for its clinic management 
services, revenues that are indirectly related to the overall collections of 
its client practitioners' receivables.  MedFin Management Corporation also 
provides working capital on an as-needed basis to those clients with 
receivables as collateral for such advances and UCC filings made thereon.  
However, the Company is not engaged in the practice of medicine which, for non-
doctor controlled entities, is not legally allowed in California.

As a further adjunct to the financing/management services provided through 
subsidiaries to medical practitioners, effective February 1, 1993, the Company 
purchased Healthcare Professional Billing Corp. (HPB), in Broomfield, Colorado 
a billing and collection service that is utilized by both its captive clients 
and doctors in the metropolitan Denver and surrounding areas.  The purchase 
price was $354,080, consisting of $140,000 in cash and the balance of $214,080 
in notes payable.  Healthcare Professional Billing Corp. provides billing and 
collection services with the aid of a computerized system to medical 
practitioners who have either individual or group outpatient practices.  
Revenues for these services are derived from a fee based upon a percentage of 
collected billings.  This company has been in business for eleven years under 
the previous owner and is currently undertaking efforts to further expand its 
customer base.  Competition is keen within the industry, coming both from the 
numerous entities providing similar services and the many firms that sell 
turnkey systems or software packages designed to enable medical practitioners 
to handle billing and collection functions internally with their staff.  The 
Company believes, however, that the overall quality of its collection results 
and its timely service distinguish it from its competitors and it does not 
intend to use pricing as a determinant in obtaining new business.  The 
collection business is subject to various state and Federal regulations, all of 
which, to the best of its knowledge, the Company is in compliance with and 
there are no outstanding claims against the Company with respect to these 

Page 3
regulations.

In a transaction that was effective October 1, 1996,
the Company transferred 50% of the outstanding stock and substantially
all of the control of Healthcare Professional Billing Corp. to certain key
employees of that company.  Until that time, Healthcare Professional
Billing Corp. was a wholly-owned subsidiary of the Company.  As a result of 
the transfer, the subsidiary's financial position, results of operations
and cash flows are not consolidated with that of the Company subsequent
to the transfer date.
 
Environmental Matters:

The company is subject to various laws and regulations with respect  to 
employee health and safety and the protection of the environment.  The Company 
believes that it is in substantial compliance with such laws and regulations.  
See Footnote 12: Allowance for Environmental Liability.

Employees: 

The Company directly employs one person on a full-time basis.  MedFin 
Management Corporation employs 10 persons who are engaged in executive, 
administrative and clerical positions.  HPB employs 5 people who are engaged in 
executive, administrative and clerical positions.

The Company believes that its employee relations are satisfactory.  Employees 
are not subject to any collective bargaining agreement and work stoppages have 
not yet materially affected the Company's business.


ITEM 2.
DESCRIPTION OF PROPERTY

The Company presently has an administrative sharing arrangement which, among 
other things, provides use of other office facilities in Houston, Texas.  
MedFin Management Corporation leases office space in Burbank,California 
under an operating lease that expires on October 31, 1997.  Monthly 
rental payments are $6,583, including all utilities.


ITEM 3.
LEGAL PROCEEDINGS

Neither the Company nor its subsidiaries is currently party to any material 
legal proceeding.


ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There has not been an annual meeting held since November 1991.









Page 4
PART II

ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

a)          Market Information

The Company's Common Stock (symbol THLM) is traded in the Over-The-Counter 
Market, on the Electronic Bulletin Board.  The range of high and low bid 
quotations as reported by the NASDAQ Inter-Dealer Quotation System for the two 
year period ended March 31, 1997 are as follows:


         For the Quarter Ended                High                     Low

        June 30, 1995                        1/2                      1/2
        September 30, 1995                   1/2                      1/2
        December 31, 1995                    1/2                      1/2
        March 31, 1996                       1/2                      1/2

        June 30, 1996                        1/2                      1/2
        September 30, 1996                   1/2                      1/2
        December 31, 1996                    1/2                      1/2
        March 31, 1997                       1/2                      1/2

The above quotations do not include commissions, markups, or markdowns and may 
not represent actual transactions.

On August 15, 1994, the Company was delisted from the NASDAQ Small Cap Market 
as a result of failing to timely file the annual report.

b)          Number of Holders of Common Stock

As of June 30, 1997 the Company had approximately 139 shareholders of record.  
Philadep & Co. was the registered holder of 142,035 shares and Cede & Co. was 
the registered holder of 524,113 shares.   Because many of the shares are 
registered in street name, the Company believes that there are a substantially 
greater number of beneficial owners.

c)          Dividends on Common Stock

The Company's Board of Directors does not currently intend to pay cash 
dividends and has not paid any in the two year period ended March 31, 1997.
















Page 5
ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION 

Statements of Operations:

Fiscal Year Ended March 31, 1997 Compared to
Fiscal Year Ended March 31, 1996

Revenues totaled $1,023,101 during the fiscal year ended March 31, 1997, 15%
lower than the prior year's revenues of $1,203,794. Although gain on investments
increased to $168,250 from the previous year's $28,564, revenues were down in 
other areas.  Billing fees decreased by 39% as a result of the Company's October
1, 1996 transfer of 50% of the stock in its medical billing company to certain 
key employees. Management fees were also lower, down 26% from the previous 
year.  Lower expenses helped offset some of the decrease in revenues, 
however.  While interest expense increased slightly to $102,358 from the prior 
year's $97,371, general and administrative expenses decreased 15% to 
$1,387,746. Lower employee expense accounted for the largest portion of the 
decline in expenses, from $811,873 in fiscal 1996 to $558,024 in fiscal 1997.
Rent expense decreased by $24,172 from last year's $118,833 to $94,661, and 
telephone, insurance, travel, postage, delivery and office supply expenses also
experienced significant reductions.  A portion of these reductions can be 
attributed to the transfer of 50% of the medical billing subsidiary's stock
to the employees of that subsidiary.


Fiscal Year Ended March 31, 1996 Compared to
Fiscal Year Ended March 31, 1995

Revenues for the fiscal year ended March 31, 1996 were $1,203,794, up from the 
prior year's revenues of $1,078,987.  The increase in revenues is largely due 
to the $61,927 gain realized on the renegotiation of a note payable.  In 
addition, realized and unrealized gain on investments was $28,564, a $54,134 
increase over the $25,570 loss on investments recognized during the previous 
year. Billing and management fees were $1,028,495, substantially the same as 
last year's fees of $1,025,092.  The current year's fees, however, would have 
been generated with 10% less in general and administrative costs, had it not 
been for the creation of a $222,643 increase in the reserve for uncollectible 
receivables.  The actual general and administrative costs were $1,644,286, a 
$60,379 increase over last year's $1,583,907, but totaled $1,421,643 before 
this reserve charge in the fiscal year ended March 31, 1996, a $162,264 
decrease from the prior year.  This decrease is primarily attributable to lower 
depreciation and amortization charges, as well as reduced travel and automobile 
expense.  Interest expense for the year increased from $45,394 in fiscal 1995 to
$97,371 in fiscal 1996 due to increased use of loans and lines of credit during 
the year, which funded both investments and operations.  Overall, net loss for 
the current year totaled $537,863, similar to last year's loss of $550,314.


Liquidity, Capital Resources and Income Taxes

At March 31, 1997 cash amounted to $33,422, 30% less than the cash balance of 
$47,879 at March 31, 1996.


MedFin Management, Corp. will continue to require working capital infusions 
over the next few months, as the outstanding receivable collections mature to


Page 6
cover current cash operating requirements; in the interim the Company believes 
that it has adequate resources to meet such working capital needs.

The Company's primary source of liquidity has been the cash it has obtained 
from the liquidation of its investment portfolio and collection of medical 
accounts receivable, as well as loans from financial institutions.

The Company anticipates that internally generated cash and its lines of credit 
will be sufficient to finance overall operations.

On June 5, 1997, the Company settled certain notes and accounts payable in the
aggregate amount of $536,457 by transferring to the creditors a portion of the 
Company's investment in KTI, Inc.

The Company is continually seeking to acquire businesses and may be in various 
stages of negotiations at any point in time which may or may not result in 
consummation of a transaction.  To provide funding for such acquisitions it may 
take a number of actions including (i) selling of its existing investments (ii) 
use of available working capital (iii) seeking short or long term loans (iv) 
issuing stock.  In addition, the Company may seek additional equity funds if 
needed.  These sources of capital may be both conventional and non-traditional. 
The Company has no existing funding commitments and is presently under no 
contractual obligation to make any investment or acquisition.

At March 31, 1997, the Company had an operating tax loss carryforward of 
approximately $4,800,000.

Impact of Inflation and Other Business Conditions

Generally, increases in the Company's operating costs approximate the rate of 
inflation.  In the opinion of management, inflation has not had a material 
effect on the operation of the Company.  The Company has historically been able 
to react effectively to increases in labor or other operating costs through a 
combination of greater productivity and selective price increases where 
allowable.


ITEM 7.
FINANCIAL STATEMENTS

The financial statements and supplementary data are listed at "ITEM 13: 
EXHIBITS AND REPORTS ON FORM 10-KSB" in this document.

 (See Index Exhibits Part IV Item 13 (a) Financial Statements: F1)


ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

Changes in Company's Certifying Accountant - Not Applicable.









Page 7
PART III

ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT


The Directors and Executive Officers of the Company  are as follows:

Name                     Age              Director Since              Position

Dibo Attar               57                     1988                  Director
Elliot Gerstenhaber      51                     1996                  Director
Richard Farkas           71                     1996                  Director
Edmond Nagel             56                     -----                President
Shannon C. Gries         30                     -----      Secretary/Treasurer

The term of office of each director is until the next Annual Meeting of 
Shareholders, or until such time as their successors shall have been duly 
elected and qualified.  Officers serve at the pleasure of the board.  There are 
no family relationships between any of the Company's directors or officers.

Background of Officers and Directors:

Dibo Attar's principal business is an investor and a consultant to domestic and 
international companies.  Mr. Attar is a director of Newpark Resources, Inc., 
which is engaged in providing oil field services.  He is also a director of 
KTI, Inc., a public company which is engaged in the sale of electric power from 
incineration of municipal solid waste.

Richard P. Farkas is a graduate of Princeton and Yale Universities and attended 
New Jersey Law School.  He held corporate executive and operating positions 
with major international companies prior to acquiring his own paper products 
company, which was later sold to a major consumer products company.  He then 
founded IMC International Management Consultants, Inc., which operates out of 
several domestic and European offices providing services to multi-national 
corporations ranging in annual revenue size from $5 million to $4 billion.

Elliot Gerstenhaber is a 1968 graduate of the University of Pennsylvania.  He 
received a juris doctorate degree from South Texas College of Law in 1975.  He 
recently left the private practice of law to develop real estate throughout the 
southeastern United States.  He is President of Segue, Inc., a privately-held 
company.

Edmond Nagel has been an officer of the Company since October, 1989 and 
President since August, 1990.  Prior to his appointment as Vice President, Mr. 
Nagel had been employed by the company on a part-time basis since August, 1988. 
Since January, 1985 Mr. Nagel has been an independent financial consultant.  
Mr. Nagel graduated with honors in 1963 from the Wharton School of Finance at 
the University of Pennsylvania with a BS degree in Economics and received a 
juris doctorate degree from the University of Miami Law School in 1968.  In 
January, 1993 Mr. Nagel entered into a consent to Entry of Final Judgment of 
permanent injunction with the U.S. Securities and Exchange Commission (LA-586) 
without admitting or denying any of the allegations in the complaint as set 
forth in the consent.

Shannon Gries became an officer of the Company in December, 1993.  She is an
employee of ITC Technology Training Centers, Inc. and a former employee of

Page 8
Woodco Fund Management, which provides management services to the Company.
Ms. Gries graduated with honors in December, 1992 from the University of 
Houston - Clear Lake with a Bachelor of Science degree in Accounting and 
became a licensed CPA in November, 1994.


ITEM 10.
EXECUTIVE COMPENSATION

Compensation of Officers and Directors:

Set forth below is the aggregate remuneration paid to the Company's officers 
during the fiscal years ended March 31, 1997, 1996, and 1995.

     Name and                                               Restricted
     Principal                                                Stock 
     Position                     Year        Salary         Awards
Edmond C. Nagel, President        1997        $72,917        $     0
                                  1996        $75,000        $     0
                                  1995        $75,000        $25,000
Stock Options:

In November 1990 the Board of Directors adopted, and subsequently on November 
8, 1991 shareholders approved, the adoption of the 1990 Stock Option Plan 
("1990 Plan"), under which options will be granted for an aggregate of 500,000 
shares of Common Stock prior to November 20, 2000.  Such Plan resulted in the 
termination of the 1988 Stock Option Plan.  Certain options were granted to 
officers and directors of the Company under the 1990 Stock Option Plan which 
was approved by the shareholders.  All employees of the Company and its 
subsidiaries, as well as directors, officers and third parties providing 
services to the Company or its subsidiaries are eligible to participate in the 
1990 Plan.

All shares available under the 1990 Plan are subject to adjustments that may be 
made for a merger, recapitalization, stock dividend, stock split or other 
similar change affecting the number of outstanding shares of Common Stock.  
Shares subject to an option that lapses, terminates or is forfeited will be 
available for future options or awards.

Options granted may either be Incentive Stock Options ("ISO") pursuant to which 
the recipient receives tax benefits or non-incentive stock options.  The 1990 
Plan provides, among other things, that options may be granted to purchase 
shares of Common Stock at a price per share fixed by the Board of Directors 
and, in the case of an ISO, at not less than the fair market value of the 
applicable class of the Company's Common Stock on the date of option grant 
(110% of such fair market value in the case of optionee's holding 10% or more 
of the combined voting rights of the Company's securities).  The Board of 
Directors or a committee appointed or elected by the Board of one or more Board 
members (the "Committee") may determine the persons to whom options are to be 
granted and the number of shares subject to each option.  Options may be 
exercised by the payment in full in cash or by, with approval of the Board of 
Directors, payment of par value with a note for the balance.

The Board may at any time amend, suspend, or discontinue the Plan, provided 
that certain amendments may not be made by the Board without approval of the 
stockholders.  Amendments may not alter an outstanding option without the 
consent of the optionee.

At the time of adoption of the Plan the Company issued ten-year Stock Options

Page 9
with an exercise price at $1.50 to purchase 350,000 shares of which 350,000 
shares were issued to officers, a consultant and directors.  At the date of the 
award the high bid price of the Common Stock was $.75.  All outstanding 
employee options are exercisable at $1.50 per share and all are non-incentive 
options. 60,000 options were granted during the year ended March 31, 1993
at exercise prices ranging from $1.50 to $2.00 per share expiring through 2000.
105,000 options were granted during the fiscal year ended March 31, 1995   
at exercise prices of both $1.50 per share and $2.00 per share which expires
in five years.  No options were granted during the fiscal year ended March 31, 
1996 and 1997.

Following is a list of all stock options granted:

                        Number of        When         Exercise     Current
     Name               Options         Issued         Price      Status
Julio Henriquez         100,000          1990          $1.50      Canceled
Edmond Nagel            100,000          1990          $1.50      Outstanding
Charles Olson, Jr.       50,000          1990          $1.50      Canceled
Ivor Braka               25,000          1990          $1.50      Outstanding
Vincent Galano, Sr.      50,000          1990          $1.50      Outstanding
Rodolfo Oeschslin        25,000          1990          $1.50      Outstanding
Lee R. Mathis             5,000          1992          $1.90      Outstanding
Mark S. Cox              20,000          1992          $2.00      Canceled
Murray Husarsky          20,000          1992          $2.00      Outstanding
Brenda Heartfield        10,000          1992          $1.50      Outstanding
Julio Henriquez           5,000          1993          $2.00      Outstanding
Linda Carroll            10,000          1994          $1.50      Outstanding
Ramanathan Prakash       10,000          1994          $2.00      Outstanding
Russell Molina            5,000          1994          $2.00      Outstanding
Allen Goldstone          15,000          1994          $2.00      Outstanding
Sandy Schwartz           15,000          1994          $2.00      Outstanding
Brenda Heartfield        50,000          1994          $1.50      Outstanding
                       _________
Total Issued            515,000
Less Canceled Shares   (170,000)
                       _________
Total Outstanding       345,000
                       =========

ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

The following table lists, to the best of the Company's knowledge, the 
beneficial stock ownership of those persons owning beneficially more than 5% of 
the Company's outstanding common stock, as well as the stock ownership of 
executive officers and each director as of June 30, 1997:












Page 10
Name and Address Of                   Amount and Nature Of   Percent of Class
 Beneficial Owner                       Beneficial Owner 

Title of Class 
(a) Common Stock

          Swifton, N.V.               (4)
          Landhuis Joonchi                   301,237                 9.3%
          Kaya Richard J. Beaujon z/n
          P.O. Box 837
          Curacao, Netherlands Antilles

          Burton, N.V.                (4)
          Landhuis Joonchi                   281,383                 8.7%
          Kaya Richard J. Beaujon z/n
          P.O. Box 837
          Curacao, Netherlands Antilles 

          Greenwich Securities, Ltd.  (1)
          Via Nassa 31                       985,800                30.5%
          Lugano, Switzerland 6901

          Millingway, Inc.            (2)
          c/o Capital Holdings, Inc.         598,164                18.5%
          4900 Woodway, Suite 650
          Houston, TX 77056

(b) Security Ownership of Management

          Dibo Attar              (1) (2)       -0-

          Elliot Gerstenhaber                   -0-

          Richard Farkas                        -0-

          Shannon C. Gries                    10,000                 .3%

          Edmond Nagel                (3)    215,601                6.7%


          Directors and Officers
          as Group 5 persons               2,392,185               74.0%
          (1) (2) (3) (4)


Notes to Table of Beneficial Owners and Management:

(1)  The securities of Greenwich Securities, Ltd. are owned by the Ezra and 
Linda Attar Family Foundation, which is a family trust organized under the laws 
of Lichenstein.  Mr. Dibo Attar, a director, has the sole voting and investment 
power with respect to the common stock owned by Greenwich Securities Ltd.

(2)  Dibo Attar is a consultant to Capital Holdings, Inc., parent to 
Millingway, Inc.

(3)  Does not include 100,000 stock options which are fully vested and held by 
Edmond Nagel.

(4)  Swifton, N.V. and Burton, N.V. are each Netherlands Antilles corporations

Page 11 
whose shareholders comprise groups of European investors, none of which are 
otherwise affiliated with the Company.  None of the individual shareholders 
holds an effective ownership of the Company exceeding 4.9%.

Except as otherwise indicated, the address for each of the above persons is c/o 
T.H. Lehman & Co., Incorporated, 4900 Woodway, Suite 650, Houston, Texas 77056.

ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the years ended March 31, 1997 and March 31, 1996, the Company incurred 
management fees for facilities and services provided by GTD Capital Holdings
Management Company in the amount of $86,700 and $94,200 respectively.  Such 
services are believed to have been provided on terms no less favorable than 
available from a third party.

Mr. Dibo Attar, a director and an indirect principal shareholder of the Company 
is a consultant to Capital Holdings, Inc., the parent of Millingway, Inc. and 
GTD Capital Holding Management Company. During the year ended March 31, 1992,
the Company entered into a two year line of credit for $450,000 with Sogevalor
S.A.  In exchange for the funding commitment, the Company issued a Common Stock
Purchase Warrant Certificate for the purchase of 100,000 shares of common stock 
at $1.25 originally expiring February 13, 1994.  This Warrant Certificate has
been extended to December 31, 1997 in conjunction with an extension of the note 
due date.  As of March 31, 1997, $309,346 in principal and interest is 
outstanding 
under this credit line.

Stock Transaction Reports by Officers, Directors and 10% Stockholders:

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the 
Company's directors, executive officers and holders of more than 10% of the 
Company's common stock to file with the Commission initial reports of ownership 
and reports of changes in ownership of common stock and other equity securities 
of the Company.  To the Company's knowledge, based solely on copies of reports 
furnished to the Company and information furnished by the reporting persons, 
each officer, director and 10% stockholder of the Company was in compliance 
with all reporting requirements under Section 16(a) for the year ended March 
31, 1997.





















Page 12
PART IV

ITEM 13.
EXHIBITS AND REPORTS ON FORM 10-KSB

The following documents are filed as a part of this report:

Independent Auditors' Report 
Consolidated Balance Sheets
           As of March 31, 1997 and 1996
Consolidated Statements of Operations
          Years Ended March 31, 1997 and 1996
Consolidated Statements of Changes in Stockholders' Equity
          Years Ended March 31, 1997 and 1996
Consolidated Statements of Cash Flows
          Years Ended March 31, 1997 and 1996

Notes to Consolidated Financial Statements

     (a)  Financial Statements - See Index to Financial Statements at Page F-1.

     (b)  Reports on Form 8-K.  No reports on Form 8-K were filed during the
          quarter ended March 31, 1997.

     (c)  Exhibits:

Exhibit No. Exhibit

3.1         Certificate of Incorporation of T.H. Lehman & Co., Incorporated 
            (the Company) as amended.*

3.2         By-laws of the Company.  Incorporated by reference from the 
            Company's Form 8-A dated October 31, 1984 for Registration of 
            Certain Classes of Securities Pursuant to Section 12(b) or (g) of 
            the Securities Exchange Act of 1934.*

4.1         Stock Purchase Agreement, dated February 23, 1988, by and between 
            the Company and Greenwich Securities, Inc. incorporated by 
            reference from the Company's Current Report on Form 8-K dated May 
            10, 1988.*

10.1        Acquisition Agreement, dated December 28, 1988, by and between the 
            Company and Greenwich Securities, Inc. incorporated by reference 
            from the Company's Current Report on Form 8-K dated May 10, 1988.*

10.2        Letter Agreement, dated April 30, 1990, between the Company and 
            Millingway, Inc. amending the Acquisition Agreement, dated 
            December 28, 1989.*

10.4        Employment Agreement, dated as of January 2, 1990, between SPL and 
            Julio Henriquez.*

10.6        Agreement, dated March 14, 1991, by Convergent Solutions, Inc., 
            Vincent Galano, Ralph Reda, Thomas Borsanko, The Company, Dibo 
            Attar, and Attar ISERP (Profit Sharing Plan).*

10.7        Sales contract dated October 8, 1993 by and between the Company and 
            Helionetics, Inc. incorporated by reference from the Company's 
            current report on Form 8-K dated July 1, 1993.*

Page 13
*These items have been previously submitted and are therefore incorporated only 
by reference.

Individual financial statements of the Company are not furnished because 
consolidated financial statements are furnished.























































Page 14

SIGNATURES

In accordance with 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.

T.H. Lehman & Co., Incorporated


Edmond Nagel, President

Date: July 12, 1997

In accordance with the Exchange Act, this report has been signed below by the 
following persons on behalf of the registrant and in the capacities and on the 
dates indicated.

Signature                     Capacities                Date



Edmond Nagel                  President             July 12, 1997
                             (Principal
                           Executive Officer)


Shannon C. Gries           Secretary/Treasurer      July 15, 1997
                          (Principal Accounting &
                           Financial Officer)


Dibo Attar                     Director             July 12, 1997



Elliot Gerstenhaber            Director             July 12, 1997



Richard P. Farkas              Director             July 12, 1997



















Page 15
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 1997 AND MARCH 31, 1996

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

Report of Independent Auditors                                    F-2

Consolidated Balance Sheets
           As of March 31, 1997 and 1996                          F-3

Consolidated Statements of Operations
          Years Ended March 31, 1997 and 1996                     F-5

Consolidated Statements of Stockholders' Equity
          Years Ended March 31, 1997 and 1996                     F-6

Consolidated Statements of Cash Flows
          Years Ended March 31, 1997 and 1996                     F-7

Notes to Consolidated Financial Statements                        F-9







































                                        F-1


REPORT OF INDEPENDENT AUDITORS

To the Board of Directors
T.H. Lehman & Co., Incorporated

We have audited the consolidated balance sheets of T.H. Lehman & Co., 
Incorporated and subsidiaries as of March 31, 1997 and 1996, and the related 
consolidated statements of operations, stockholders' equity and cash flows for 
the years then ended.  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of 
material misstatements.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of T.H. Lehman & Co., 
Incorporated and subsidiaries as of March 31, 1997 and 1996, and the results of 
their operations, stockholders' equity and cash flows for the years then ended, 
in conformity with generally accepted accounting principles.


Hollander, Gilbert & Co.

Los Angeles, California
July 9, 1997

























                                        F-2
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND MARCH 31, 1996


ASSETS

                                                     1997               1996
CURRENT ASSETS                                   __________         __________

Cash                                             $   33,422         $   47,879
Trading securities (Note 3)                          15,000             17,600
Accounts receivable                                  15,532             56,439
Prepaid expenses and other current assets             6,540              9,820
Current portion of non-current receivables 
(Note 4)                                            440,000            446,535
                                                 __________         __________

TOTAL CURRENT ASSETS                                510,494            578,273

PROPERTY AND EQUIPMENT AT COST,
  less accumulated depreciation of $131,120 at
  March 31, 1997 and $242,891 at March 31, 1996
  (Note 5)                                           67,843             95,452

OTHER ASSETS
Securities available for sale (Note 3)              963,767            863,291
Investments in non-public companies, at cost         30,500             64,500
Non-current receivables (Note 4)                  1,479,000          1,336,138
Deposits                                              4,900              7,429
Certificate of Deposit - Restricted (Note 12)        80,000             80,000
Patents, trademarks and tradenames-at cost
  less accumulated amortization of $8,039 at
  March 31, 1997 and $6,943 at March 31, 1996             0              4,020
Covenants not to compete, less
  accumulated amortization of $376,065 at
  March 31, 1997 and $358,875 at March 31, 1996           0             63,032
Excess of cost over net assets of acquired companies,
  less accumulated amortization of $23,125 at
  March 31, 1997 and $18,125 at March 31, 1996       26,875             31,875
                                                 __________         __________

TOTAL OTHER ASSETS                                2,585,042          2,450,285
                                                 __________         __________
TOTAL ASSETS                                     $3,163,379         $3,124,010
                                                 ==========         ==========












See accompanying Notes to Consolidated Financial Statements

                                         F-3
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND MARCH 31, 1996


LIABILITIES AND STOCKHOLDERS' EQUITY

                                                     1997               1996
CURRENT LIABILITIES                              __________         __________

Loans payable - financial
  institution (Note 6)                           $  285,946         $  202,392
Accounts payable                                    462,463            389,119
Accrued liabilities                                  72,565             88,195
Current portion of long-term debt (Note 7)          316,776            430,147
Estimated environmental liability (Notes
  2 and 12)                                         189,315            234,633
                                                 __________         __________

TOTAL CURRENT LIABILITIES                         1,327,065          1,344,486

LONG-TERM DEBT, less current portion
(Note 7)                                            821,316            560,112
                                                 __________         __________

					
          TOTAL LIABILITIES                       2,148,381          1,904,598

COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS' EQUITY (Note 8)
Common stock-par value $.01; authorized
  5,000,000 shares, issued 3,230,342 shares
  at March 31, 1997 and March 31, 1996               32,303             32,303
Additional paid-in capital                        7,310,299          7,293,394
Unrealized gain on securities available
  for sale                                          561,422            315,738
Accumulated deficit                              (6,840,588)        (6,373,585)
Treasury stock at cost - 25,000 shares              (48,438)           (48,438)
                                                 __________         __________

TOTAL STOCKHOLDERS' EQUITY                        1,014,998          1,219,412 
                                                 __________         __________
                                                 $3,163,379         $3,124,010
                                                 ==========         ==========













See accompanying Notes to Consolidated Financial Statements

                                         F-4
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 1997 AND MARCH 31, 1996

                                                     1997              1996
                                                 __________         __________

REVENUES
Management and billing fees, net of 
  allowances                                     $  724,678         $1,028,495
Income from finance receivables                      28,243                  
Interest and dividends                               76,930             84,808 
Net gain on trading securities                       24,929             28,564
Realized gain from sales of securities
  available for sale                                 63,742
Realized gain from sales of investment in
  non-public companies                               79,579
Gain on debt settlement                                                61,927
Profit participation fee                             25,000                   

                                                 __________         __________

TOTAL REVENUES                                    1,023,101	        1,203,794

OPERATING EXPENSES
Selling, general and administrative               1,387,746          1,644,286 
Interest expense                                    102,358             97,371 
                                                 __________         __________

TOTAL OPERATING EXPENSES                          1,490,104          1,741,657 
                                                 __________         __________


NET LOSS                                        ($  467,003)       ($  537,863) 
                                                 ==========         ==========

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                3,230,342          3,230,342 
                                                 ==========         ==========


NET LOSS PER COMMON SHARE                           ($0.14)            ($0.17) 
                                                 ==========         ==========














See accompanying Notes to Consolidated Financial Statements

                                      F-5

T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 
YEARS ENDED MARCH 31, 1997 AND MARCH 31, 1996 

BALANCE, March 31, 1995                                
                                          
   Common Stock                           Unreal.     Treasury Stock
 ________________ Additional              Gain on     ______________
  Shares           Paid-in   Accumulated  Sec Avail.  for Shares 
  Issued   Amount  Capital     Deficit    for sale   Held    Amount     Total
_________ _______ __________ ____________ _______ _______ _________ __________

3,230,342 $32,303 $7,293,394 ($5,835,722)         25,000 ($48,438) $1,441,537

Unrealized gain on securities
  available for sale:                     315,738                     315,738

  

Net loss                        (537,863)                            (537,863)
_________ _______ __________ ____________ ________ _______ _________ __________


BALANCE, March 31, 1996:

3,230,342  32,303  7,293,394  (6,373,585) 315,738  25,000 (48,438)  1,219,412 
_______________________________________________________________________________

Unrealized gain on securities 
  available for sale                      245,684                     245,684

Paid-in capital from
  distribution of 50% 
  interest in a sub-
  sidiary to certain
  employees                       16,905                              16,905

Net loss                        (467,003)                           (467,003)
_________ _______ __________ ____________ ________ _______ _________ __________


BALANCE, March 31, 1997:

3,230,342 $32,303 $7,310,299 ($6,840,588) 561,422 25,000 ($48,438) $1,014,998
========= ======= ========== ============ ======= ======  ========= ===========













See accompanying Notes to Consolidated Financial Statements

                                   F-6
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1997 AND MARCH 31, 1996


                                                     1997               1996
                                                 __________          __________

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                        ($  467,003)     ($  537,863)
Adjustments to reconcile net loss to
  net cash used in operating activities:
Depreciation and amortization                        61,942           95,185 
Provision for bad debts                             222,643          222,643 
Realized gain from sales of securities 
  available for sale                                (63,742)         (90,491)
Realized gain from sale of investment in  
  non-public companies                              (79,579)  
    Changes in operating assets and liabilities:
    (Increase) decrease in:
    Trading Securities                                2,600                   
    Accounts receivable                             (29,235)          (8,038)
    Prepaid expenses and other current assets        (6,088)          31,252
    Increase (decrease) in:
    Accounts payable                                143,103          103,642
    Accrued liabilities                              66,192          104,600
    Estimated environmental liability               (45,318)         (10,809)
                                                  __________         _________
NET CASH USED IN
  OPERATING ACTIVITIES                             (194,485)         (89,879)
                                                  __________         _________


CASH FLOWS FROM INVESTING ACTIVITIES

  Investment in 50% owned corporation                13,278                 
  Loans made evidenced by notes receivable         (725,991)        (952,302)
  Collection of notes receivable                    367,021          574,094
  Purchase of property and equipment                (54,036)         (11,878)
  Acquisition of securities available for sale                       (69,985)
  Deposits and certificates of deposits                 615          (77,695)
  Proceeds from sale of securities 
    available for sale                              208,950           56,346
  Proceeds from sales of investments
    in non-public companies                         113,579  
  Collections from related parties                                        36
                                                  _________         _________
NET CASH USED IN
  INVESTING ACTIVITIES                              (76,584)        (481,384)
                                                  __________        _________







See accompanying Notes to Consolidated Financial Statements

                                   F-7
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED
YEARS ENDED MARCH 31, 1997 AND MARCH 31, 1996


                                                     1997               1996
                                                   _________          _________

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds of loans payable - financial
     institution                                     63,000          (23,121) 
  Proceeds of long-term debt                        395,067          795,240 
  Repayment of long-term debt                      (201,455)        (199,415) 
                                                  _________         _________
NET CASH PROVIDED BY FINANCING ACTIVITIES           256,612          572,704 
                                                  _________         _________

INCREASE (DECREASE)IN CASH                          (14,457)           1,441
CASH - BEGINNING                                     47,879           46,438 
                                                  _________         _________

CASH - END                                       $   33,422       $   47,879 
                                                  =========        =========

CASH PAID DURING THE PERIODS FOR:

  Interest                                       $   10,331       $   38,351 
                                                  =========        =========

  Income Taxes                                   $        0       $        0 
                                                  =========        =========

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:

Reduction in Notes Payable per Settlement
Agreement (Note 2)                               $        0       $   61,927 
                                                  =========        =========


Sale to certain of the Company's lenders of note
receivable issued by Helionetics by reducing
notes payable due those lenders                  $        0       $  407,956 
                                                  =========        =========













See accompanying Notes to Consolidated Financial Statements

                                     F-8
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the Business - T.H. Lehman & Co., Incorporated, a Delaware 
corporation, provides medical business management services including billing 
and collection in California through one of its wholly-owned 
subsidiaries.

Principles of Consolidation - The consolidated financial statements include 
the accounts of the Company and its wholly-owned subsidiaries.  All 
intercompany balances and transactions have been eliminated.

Use of Estimates - The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make estimates 
and assumptions that affect certain reported amounts and disclosures.  
Accordingly, actual results could differ from those estimates.

Securities - Marketable securities that are bought and held principally for 
the purpose of selling them in the near term are classified as trading 
securities and reported at fair value, with unrealized gains and losses 
included in earnings.  Marketable securities not classified as either 
investment securities which are held to maturity or trading securities are 
classified as securities available for sale and reported at fair value, with 
unrealized gains and losses excluded from earnings and reported in a separate 
component of stockholders' equity.  Average cost is used to determine cost 
when calculating realized gains or losses from sales of securities 
available for sale.

Investment in 50% owned Corporation - Investment in 50% owned corporation
is accounted for under the equity method.

Receivables - Collections on receivables acquired in bulk are credited to the 
outstanding balances (which reflects the amount paid for such receivables).  
Excess amounts received, if any, will be credited to revenue only after the 
Company has recouped its initial cost.

Assigned medical billings represent the contractual percentage of medical 
provider receivables of medical practices to which the Company provides 
management services.  Revenues are recognized when the medical services are 
provided, according to the contractual percentage after uncollectible 
allowances.

Patents, Trademarks and Tradenames - Patents, trademarks and tradenames are 
being amortized on a straight-line basis over 5 years.

Property and Equipment - Property and equipment is stated at cost.  
Depreciation is computed over the estimated useful lives of the assets using 
both the accelerated and straight-line methods.  Expenditures for repairs and 
maintenance are charged to expense as incurred, while expenditures for 
betterments and renewals are capitalized.
                                   
Impairment of Long-Lived Assets - Effective April 1, 1996, the Company adopted 
Statement of Financial Accounting Standards No. 121, "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
This statement provides guidelines for recognition of impairment losses related 

                                     F-9
long-term assets.  A loss is recognized when expected undiscounted future cash 
flows are less than the carrying amount of the asset.  The impairment loss is 
the difference by which the carrying amount of the asset exceeds its fair value.
The adoption of this standard did not have a material effect on the Company's 
consolidated financial statements.

Stock-Based Compensation - Effective April 1, 1996, the Company adopted 
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("Statement No. 123").  This statement encourages, but does not
require, a fair value based method of accounting for employee stock options.
The Company elected to continue to measure compensation costs under APB Opinion 
No. 25, " Accounting for Stock Issued to Employees" and to comply with the pro 
forma disclosure requirements of Statement No. 124.  The adoption of this 
statement had no impact on the Company's consolidated financial statements.
The Company did not grant any options during the yeares ended
March 31, 1997 and 1996.

Earnings (Loss) Per Share - Earnings (loss) per common share is based upon the 
weighted average number of common shares outstanding during the period.  
Common share equivalents are not included if anti-dilutive.

Excess of Cost Over Net Assets of Acquired Companies - Excess of cost over net 
assets of companies acquired is being amortized on a straight-line basis over 
periods not exceeding ten years.

Covenants Not to Compete - Expenditures made in conjunction with acquisitions 
are being amortized over the lives of the specific agreements, which range 
from 24 months to 60 months.


2.     ACQUISITIONS AND DISPOSITIONS

On July 1, 1993, the Company sold its manufacturing subsidiary to Helionetics, 
Inc. for a face amount convertible unsecured 6% promissory note of $400,000 
payable on December 31, 1996.  Interest is payable quarterly beginning March 
31, 1994.  The note is convertible into Helionetics, Inc. common stock at a 
price of $40 per share (adjusted for 1 for 10 reverse stock split).  This note 
was sold for the face amount plus accrued interest on March 1, 1996 via a non-
cash transaction by which the note was transferred on a non-recourse basis to 
certain non-related lenders in payment of notes payable and accrued interest 
on those notes.  The Company was also issued warrants to purchase Helionetics, 
Inc. common stock at a price of $60 per share (adjusted for 1 for 10 reverse 
stock split) through July 1, 1996. No value was ascribed to these warrants.  
Under the agreement to sell the subsidiary, the Company assumed the
responsibility for any hazardous wastes and/or environmental clean up and 
damage with respect to the leased facilities and has agreed to indemnify 
Helionetics, Inc. for any and all damages or liabilities which were initially
estimated at $275,000.  See Footnote 12: Allowance for Environmental Liability. 

In August, 1992, the Company entered into various agreements, including both 
consulting and covenant not to compete agreements, wherein it purchased 
certain assets and assumed certain liabilities of a medical practice 
management entity located in California whose primary business was to manage a 
chiropractic facility.  A portion of the purchase price was attributable to 
the bulk purchase of outstanding personal injury and industrial medical 
accounts receivable from the retired provider who owned the medical management 
entity.  The aggregate purchase price approximated $1,050,000, of which 
$450,000 was payable under a note requiring payments of $8,771 per month for 
30 months with interest of 4%, commencing November, 1993.  The Company 

                                     F-10
successfully renegotiated this note in October, 1995, resulting in a gain of
$61,927.  As of March 31, 1996, all remaining amounts due on this note have 
been paid in full.

In a transaction that was effective October 1, 1996,
the Company transferred 50% of the outstanding stock and substantially 
all of the control of Healthcare Professional Billing Corp.("HPB") to 
certain key employees of HPB.  Until that time, HPB was a wholly-owned 
subsidiary the Company.  As a result of the transfer, the subsidiary's
financial position, results of operations and cash flows are not 
consolidated with that of the Company subsequent to the transfer date.
Effective October 1, 1996, the investment in HPB including advances to HPB
will be accounted for under the equity method.  The summarized financial 
information of HPB at March 31, 1997 is as follows:

                                             March 31,1997
                                             _____________
Financial Position:                             $ 80,472
Current Assets                                    33,372
Property and equipment                            31,222
                                                ________
Total assets                                    $145,066
                                                ========
Current liabilities(including
  due to the Company of $255,067)               $315,383
Long-term obligations (a)                        109,662
Stockholders' deficiency                        (279,979)
                                                ________
Total liabilities and stockholders'
  deficiency                                    $145,066
                                               =========

                                               Six Months
                                                 Ended
                                            March 31, 1997
                                            ______________
Results of Operation:
Revenues                                        $149,792
Operating Expenses                               157,779
                                                 _______  
Net loss                                        $(7,987)
                                                 =======

(a) Certain creditors of HPB are also creditors of the Company.

3.     SECURITIES AVAILABLE FOR SALE

                                                  1997               1996 
                                               __________         __________
KTI, Inc.                                       $941,934           $730,084

Other equity investments in public entities       21,833            133,207
                                               __________         __________
                                                $963,767           $863,291
                                               ==========         ==========





                                      F-11
Unrealized gains and losses for marketable equity securities at March 31, 1997 
and 1996 are as follows:

                                     1997                       1996
                              ______________________     ______________________
                               Current  Non-Current       Current  Non-Current
Aggregate Cost                $  2,923    $402,345       $  7,794    $547,553

Aggregate Market Value        $ 15,000    $963,767       $  17,600   $863,291

Gross Unrealized Gains        $ 12,077    $561,422       $   9,806   $358,244

Gross Unrealized Losses       $      0    $      0       $      0   ($ 42,506)





4. NON-CURRENT RECEIVABLES

     Non-current receivables at March 31, 1997 and March 31, 1996 consisted of 
the 
following:

                                                          1997       1996
                                                       __________  __________

Purchased receivables of a medical provider
adjusted to estimated net realizable value (See Note
2).                                                    $       0  $    6,535

Assigned medical billings net of allowances of
which $440,000 of the unpaid is expected to be
collected during the current fiscal year.               1,718,260   1,489,193

Working capital advances at 12% per annum interest
to a provider of medical services who has contracted
with the Company to provide management services.
None of these advances is expected to be collected
during the current fiscal year.                           769,593     631,740
                                                       __________  __________
                                                        2,487,853   2,127,468
          Less Allowance for Uncollectible               (568,853)   (344,795)
                                                       __________  __________
                                                        1,919,000   1,782,673
          Less Current Portion                           (440,000)   (446,535)
                                                       __________  __________
                                                       $1,479,000  $1,336,138
                                                       ==========  ==========
5. PROPERTY AND EQUIPMENT

Property and equipment at March 31, 1997 and March 31, 1996 consisted of the 
following:
                                Life                   1997           1996 
                              __________           __________      __________

Machinery and Equipment       5-10 Years           $   30,426      $    4,484
Leasehold Improvements        5-10 Years                  500             500
Furniture and Fixtures        5-10 Years              168,037         333,359

                                           F-12



                                                   __________      __________
                                                      198,963         338,343
          Less Accumulated Depreciation              (131,120)       (242,891)
                                                   __________      __________
                                                   $   67,843      $   95,452
                                                   ==========      ==========


6. LOANS PAYABLE - FINANCIAL INSTITUTION

Pursuant to an agreement dated October 4, 1991 and modified March, 1993 and 
March, 1994, the Company has received loans from a Netherlands corporation, 
consisting of various advances from an available line of credit of $400,000.  
As of March 31, 1997 and March 31, 1996, the outstanding balance against this 
line of credit totaled $285,946 and $202,392, respectively.  The loans bear 
interest at the prime rate of a certain bank in Texas plus 2% per annum.  The 
weighted average interest rate for the years ended March 31, 1997 and 1996 was 
10.27% and 10.5% respectively, which was computed based on month-end balance.  
The approximate average outstanding monthly balance during the years ended 
March 31, 1997 and 1996 amounted to $201,806 and $90,500, respectively.
This line of credit expires on January 31, 1998.


7. LONG-TERM DEBT

Long-term debt including accrued interest at March 31, 1997 and March 31, 1996
consisted of the following:

                                                           1997        1996
                                                        __________  __________

Related Party: 

Advances from an unsecured available line of credit of
$450,000.  The loan bears interest at the prime
rate of a certain bank in Texas.  Interest on
this loan is to be calculated and payable quarterly
as of the first day of each quarter (or at maturity).
The principal is due and payable on or before
December 31, 1997.  The loan is secured by the
market value of publicly-held stock in the Company's
investment portfolio.  As further consideration, 100,000
warrants expiring in December, 1997 to purchase
100,000 shares of the Company's common stock at
an exercise price of $1.25 per share were issued to
ths creditor (See Note 8).                              $ 309,346    $ 290,785

Advances from an available line of credit of
$400,000.  The loan bears interest at an annual
rate of 10%.  All principal and interest is due
and payable on or before August 3, 1999.                  159,284      341,635

Non-related Parties (all unsecured):

Advances from an available line of credit of
$100,000.  The loan bears interest at an annual
rate of 10%.  All principal and interest is due
                                     F-13
and payable on or before August 3, 1998.                        0       81,446

Advances from an available line of credit of
$20,000.  The loan bears interest at an annual
rate of 10%.  All principal and interest is due
and payable on or before July 1,1999.                       9,673           0

Two notes payable totaling $45,000 principal
plus accrued interest at 6%, all due on 
January 27, 1999.                                               0        1,418

Advances from three available lines of credit
which total $200,000.  The loans bear interest
at an annual rate of 10%.  All principal and
interest is due and payable on or before
October 26, 1998.                                          57,151       52,151

Two notes payable totaling $10,000 principal
plus accrued interest at 10%, all due on December 
28, 1998.                                                  11,258       10,258

Note payable of $10,000 principal plus accrued
interest at 10%, all due on February 27, 1999.                679       10,090

Advances from an available line of credit of
$250,000.  The loan bears interest at an annual
rate of 10%.  All principal and interest is due
and payable on or before April 18, 2000.                  166,023     102,929

Advances from an available line of credit of
$200,000.  The loan bears interest at an annual
rate of 10%.  All principal and interest is due
and payable on or before November 16, 1998.                82,578      75,278

Note payable of $10,000 principal plus accrued
interest at 10%, all due on November 1, 1998.              10,411           0

Equipment purchase contract with a monthly payment
of $886 and an effective interest rate of 11% payable
through November, 2000.                                    31,784           0  

Advances from an available line of credit of 
$300,000.  The loan bears interest at an annual
rate of 10%.  All principal and interest is due 
and payable on or before Novemeber 1, 1998.               171,716           0

Note payable of $10,000 principal plus accrued
interest at 10%, all due on November 27, 1998.                  0      10,342

Note payable of $60,000 principal plus accrued
interest at 10%, all due on March 12, 2000.                60,312	        0

Advances from an available line of credit of
$100,000.  the loan bears interest at annual 
of 10%.  All principal and interest is due
and payable on or before February 5, 2000.                 67,877	        0

Equipment purchase contract with a monthly payment

                                     F-14

of $330 and an effective interest rate 
of 11.25% payable through January, 1999.                        0       11,150

Equipment purchase contract with a monthly payment
of $315 and an effective interest rate of 20% payable
through October, 1996                                           0       2,777

                                                       __________  __________
                                                        1,138,092     990,259
               Less Current Portion                      (316,776)   (430,147)
                                                       __________  __________
                                                       $  821,316  $  560,112
                                                       ==========  ==========

The amounts of long-term debt maturing in each of the years ending March 31 
are as follows:  1998 - $316,776; 1999 - $342,104; 2000 - $306,439; 
2001 - $172,773.


8. STOCKHOLDERS' EQUITY

The Company has warrants outstanding for the purchase of 100,000 shares of the 
Company's common stock at $1.25 per share exercisable through December, 1997 
which were issued in conjunction with a line of credit made to the Company.  In 
addition, in 1993, the Company issued warrants for the purchase of 5,000 shares 
of the Company's common stock exercisable at $2.00 per share through March,
1998 under a settlement agreement with a former employee.

In November, 1991, the Company adopted a new stock option plan (1990 Plan), 
under which options will be granted for an aggregate of 500,000 shares of 
common stock prior to November 20, 2000.  Options granted may either be 
incentive stock options, pursuant to which the recipient receives tax 
benefits, or non-incentive stock options.  At the time of the adoption of the 
1990 Plan, the Company issued ten-year non-incentive stock options with an 
exercise price of $1.50 to purchase 350,000 shares of which 250,000 shares 
(100,000 shares canceled in 1993; 50,000 shares expired in 1994) were issued 
to the officers of the Company, 50,000 shares were issued to the directors of 
the Company, and 50,000 shares were issued to a consultant who was formerly an 
officer of the Company.  At March 31, 1997, 200,000 of the options are still
outstanding.

During the year ended March 31, 1993, the Company issued options to purchase 
60,000 shares of the Company's common stock at exercise prices ranging from 
$1.50 to $2.00 per share expiring through 2000.  At March 31, 1997, 40,000 of
these options are still outstanding. 

In June, 1994, the Company issued 105,000 additional options which are 
exercisable at prices ranging from $1.50 to $2.00 per share for five years.
At March 31, 1997, 105,000 of these options are still outstanding.

9. INCOME TAXES

At March 31, 1997, for income tax reporting purposes, the Company has a 
consolidated net operating loss carryforward of approximately $4,800,000 
available to reduce future taxable income, if any, expiring through 2010.  
As a result of a 51% change in ownership in a prior year, certain of the net 
operating loss will be subject to an annual limitation and may not be fully 
utilized in any one year.  Because of histories of losses, the estimate for 
future tax benefits has been offset by an equal asset valuation allowance.

                                       F-15
10. COMMITMENTS AND CONTINGENCIES

Leases - The Company leases medical provider facility and a billing facility 
under noncancelable operating leases expiring through fiscal 1998. 

Minimum annual future rental payment under the aforementioned lease as of 
March 31, 1997 amounts to $46,080 for the year ended March 31, 1998.

Rent expense amounted to $94,661 and $118,833 for the years ended March 31, 
1997 and 1996, respectively.

Medical Management Agreement - The Company has entered into an agreement with 
a medical provider whereby the Company provides management and marketing 
services and the leasing of facilities, furniture, fixtures and equipment for 
a fee equal to 70% of the provider's medical fee revenues (net of allowance for 
uncollectible accounts).  The agreement is effective for one year after the 
effective date of April 15, 1993 and shall automatically renew from year to year
unless either party gives 90 days notice of non-renewal prior to the renewal 
term.


11. RELATED PARTY TRANSACTIONS

The Company has its corporate headquarters in Houston, Texas, where it shares 
office space and personnel with an entity for which a principal stockholder 
and director of the Company serves as a consultant.  The Company has entered 
into agreements with this entity whereby that entity will provide various 
accounting, administrative and managerial services for the Company for 
stipulated monthly fees.  The agreements are for 12 months and they 
automatically renew for an additional 12 month period if not terminated within 
60 days of the end of the current term.  The Company incurred fees 
to this entity under the agreements totaling $86,700 and $94,200 for the years 
ended March 31, 1997 and 1996, respectively.

Dibo Attar, a director of the Company, is also a director of KTI, Inc.
(see Note 3)

Certain of the Company's creditors (See Note 7) are related as a result of one 
of the Company's directors and principal stockholders being a consultant to 
these entities.

12. ALLOWANCE FOR ENVIRONMENTAL LIABILITY

The Company, in conjunction with the sale of its manufacturing subsidiary, 
incurred an obligation to assume any and all historic environmental liabilities 
that may have occurred, whether known or unknown.  The Company does not have any
environmental liability insurance coverage.  The Company has initially set up a 
provision of $275,000 to cover possible environmental liabilities (a) arising 
from the contamination of waste delivered to a disposal contractor 
of tritium waste which was generated during the manufacture of luminescent 
signage and (b) pursuant to recently implemented State of New York licensing 
regulations requiring licenses that the former subsidiary establish a 
Decommissioning Funding Plan and attendant Financial Assurance Requirements 
thereto which are acceptable to the State of New York.  Accordingly, the former
subsidiary has had an environmental audit performed which, on a preliminary 
basis, has called for the establishment of an allowance to cover the estimated 
cost of compliance with license renewal requirements of which there is no 
assurance that final acceptance will be made by the regulatory authorities.  
During the fiscal years ended March 31, 1997 and 1996 the Company charged

                                     F-16 
$169,066 and $10,809, respectively, against this provision.  Financial 
responsibility as to the liability relating to (a) has been collateralized by 
an $80,000 certificate of deposit which will be released upon final disposition 
of the tritium waste.  During the year ended March 31, 1997, the Company 
provided for additional estimated envirmental liability of $123,748.

13. SUBSEQUENT EVENT

On June 5, 1997, the Company settled certain notes and accounts payable in the
aggregate amount of $536,457 by transferring to the creditors a portion of the
Company's investment in KTI, Inc.  The Company realized a gain of $325,348 
from this transfer.
















































                                      F-17