SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON D.C.  20549

                           FORM 10-KSB

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

             For the Fiscal Year Ended May 31, 1999

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

                 Commission file number 0-12866

                     ANTENNA PRODUCTS, INC.
                        (fka Cabre Corp)
      (Exact name of registrant as specified in its charter)

                    Delaware                75-1907070
     (State or other jurisdiction of     (IRS Employer Identification No.)
     Incorporation or organization)

   1209 Orange St., Wilmington, Delaware 19801     (940) 325-3301
   -------------------------------------------     --------------
    (Address of principal executive offices)     (Issuer'stelephone number)

Securities registered pursuant to Section 12(b) of the Act:
                                   None

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

                          Title of each class
                          -------------------
                     Common Stock, $0.01 par value

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes X     No___

      As  of  August  10, 1999, there were outstanding  1,862,928
shares  of the registrant's common stock, par value $0.01,  which
is  the only class of common stock of the registrant.  As of that
date,  and  based on the closing bid price, the aggregate  market
value of the shares of common stock held by non-affiliates of the
registrant was approximately $1,375,128.

               Documents Incorporated by Reference
                         Proxy Statement


                             PART 1

Item 1.  BUSINESS

General

Antenna Products, Inc. (the Company) was formerly known as  Cabre
Corp.   The  name change was effective close of business  January
30, 1998.

Antenna Products, Inc. operates as a holding company with Antenna
Products  Corporation, and Thirco, Inc. as its current  operating
subsidiaries.   Antenna  Products, Inc.  has  no  other  business
activity.   Antenna  Products,  Inc.'s  address  is  1209  Orange
Street, Wilmington, Delaware 19801.  Telephone Number, (940) 325-
3301.

Antenna Products Corporation
----------------------------

Antenna Products Corporation was incorporated in Texas in 1984 to
continue  a  business started in 1972 and operated as  a  closely
held "C" corporation until January 24, 1992.  Thereafter, Antenna
Products  has  operated as a wholly owned subsidiary  of  Antenna
Products,  Inc..   Antenna Products' address  is  101  S.E.  25th
Avenue,  Mineral  Wells, Texas 76067.  The  telephone  number  is
(940) 325-3301.

Antenna  Products Corporation designs,  manufactures and  markets
standard  and  custom antennas, guyed and self supported  towers,
monopoles,    support   structures,   masts   and   communication
accessories  worldwide.  Customers include the  U.S.  Government,
both   military   and  civil  agencies,  U.S.  Government   prime
contractors and commercial clients.  Examples of Antenna Products
Corporation's U.S. Government supplied products include ground to
air  collinear antennas, instrument landing antennas and  towers,
fixed  system  multi-port antenna arrays,  tactical  quick  erect
antennas  and masts, shipboard antenna tilting devices, transport
pallets, surveillance antennas, antenna rotators, positioners and
controls,  and  high  power broadcast baluns.   Examples  of  the
company's    commercial   products   include    panel,    sector,
omnidirectional  and  closed loop PCS antennas,  automatic  meter
reading  (AMR), cellular, paging and yagi antennas, guyed towers,
self supported towers and monopoles.

Antenna   Products  Corporation's  customer  base  is   primarily
government and government prime contractor focused, but  this  is
slowly  changing  as  Antenna Products Corporation  continues  to
develop  and  market new commercial products.   Antenna  Products
Corporation's  market  is international in  scope.   The  company
currently  focuses on exploiting the domestic market  and  has  a
limited  amount of foreign sales.  The specialized  need  of  the
company's  customers and the technology required  to  meet  those
needs  change constantly.  Accordingly, the company stresses  its
engineering,    installation,   service   and    other    support
capabilities.   The  Company uses its own sales  and  engineering
staff  to  service its principal markets.  Some of the  Company's
contracts  are  large relative to total annual sales  volume  and
therefore the composition of the customer base is different  year
to  year.  In 1999 AIRSYS ATM, Inc. (fka Wilcox Electric) was the
single  largest  customer, and accounted for  21%  of  the  sales
volume.   The  U.S. Government totaled 18% of sales and  Raytheon
totaled  14%  of sales.  Orders for equipment in  some  of  these
product  categories  are in backlog and, therefore,  AIRSYS  ATM,
Inc.,  Raytheon and the U.S. Government are expected to be  major
clients again in 2000.

Antenna Products Corporation is one of many suppliers of antennas
and   related  manufacturing  services  to  the  government   and
government prime contractors.  The Company competes on the  basis
of  cost  and  product performance in a market with  no  dominant
supplier.  Due to fixed-price contracts and pre-defined  contract
specifications prevalent within this market, the company competes
primarily on the basis of its ability to provide state-of-the-art
solutions  in  the  technologically demanding  marketplace  while
maintaining its competitive pricing.

Antenna  Products  Corporation is  primarily  a  build  to  order
company and most manufacturing requirements are established on  a
contract  basis.  For this reason, the majority of the  inventory
is   work   in  process.   Less  than  18%  of  total  inventory,
approximately  $469,000,  is currently maintained  in  stock  for
delivery  to  customers.  Some raw materials are also inventoried
to  support  customer delivery schedules.  The  Company  performs
work for the United States Government primarily under fixed-price
prime  contracts and subcontracts.  Under fixed-price  contracts,
Antenna Products realizes any benefit or detriment occasioned  by
lower or higher costs of performance.

Antenna  Products Corporation is subject to certain risks  common
to all companies that derive a portion of their revenues from the
United  States government.  These risks include rapid changes  in
technology,  changes  in  levels  of  government  spending,   and
possible   cost  overruns.   Recognition  of  profits  on   major
contracts is based upon estimates of final performance, which may
change as contracts progress.  Contract prices and costs incurred
are  subject to Government Procurement Regulations, and costs may
be  questioned by the Government and are subject to disallowance.
United States Government contracts contain a provision that  they
may  be  terminated  at  any  time for  the  convenience  of  the
Government.  In such event, the contractor is entitled to recover
allowable  costs  plus  any  profits  earned  to  the   date   of
termination.   Collections are generally set in  accordance  with
federal acquisition standards which require payment in accordance
with  "Net  30" terms after acceptance of goods.  The Company  is
not  directly regulated by any governmental agency in the  United
States.   Most  of Antenna Products Corporation's customers,  and
the  antenna  and  tower industries in general,  are  subject  to
meeting   various   government  standards.    These   performance
standards  necessitate  Antenna  Products'  ability  to   produce
antenna  designs,  which can be updated to  conform  to  customer
requirements   in  a  changing  regulatory  environment.    These
regulations have not adversely affected operations.

Antenna Products Corporation plans to reinvest from 2% to  5%  of
sales  in research and development projects, and bid and proposal
activities.  The mix of expenditures between the two areas in any
given  year  is  a  function of the demand for new  independently
developed  innovative  systems  and  the  level  of  requirements
solicited.   In  1999  the  Company invested  3.4%  of  sales  to
independent  research  and  development  (R&D).   The  level   of
expenditures as a ratio to sales is expected to continue at  this
level  in 2000.  The level of expenditures for R&D as a ratio  to
sales  was 2.8% of sales in 1998 and 1997.  The company does  not
consider  patents to be material to its operations nor would  the
loss of any patents adversely affect operations.

Metal Finishing Corp
--------------------

Metal  Finishing  Corporation is a metal  finishing  and  plating
operation that was sold effective February 28, 1998 and has  been
accounted  for  in the accompanying financials as a  discontinued
operation.  The losses from the operation and disposal  of  Metal
Finishing Corp in 1998 totaled $266,528.

Thirco, Inc.
------------

Thirco, Inc. was formed on November 1, 1993 as a Delaware company
to  purchase  and  lease equipment and facilities  to  the  other
operating  units  of Antenna Products, Inc.   The  primary  lease
arrangements are with Antenna Products.  Thirco will occasionally
assist in servicing the banking needs of Antenna Products, Inc.'s
operating  units.   Since  all activity is  internal  to  Antenna
Products, Inc. and its operating subsidiaries, financial data  is
consolidated with Antenna Products, Inc.  Thirco does not  employ
any  full time employees and does not intend to employ any in the
foreseeable  future.  Thirco does not intend  to  engage  in  any
outside business transactions.

Seasonality
-----------

Antenna Products, Inc.'s businesses are not dependent on seasonal
factors.

Backlog
-------

The  backlog of orders at Antenna Products Corporation  was  $3.3
million at year-end.  This compares to $4.2 million in backlog at
the  end  of fiscal year 1998.  In August, an increase in  orders
pushed the backlog above $4.0 million.  About 80% of this backlog
will be delivered in the 2000 fiscal year.

Raw Material Source and Supply
------------------------------

Antenna  Products, Inc.'s operating subsidiaries'  principal  raw
materials  are steel, aluminum, other metal alloys,  plastic  and
composite  tubing,  hardware, electrical  wire,  wire  rope,  and
electronic  or electro-mechanical components.  The materials  are
commonly   available  from  numerous  sources,  including   local
distributors  in quantities sufficient to meet the needs  of  the
subsidiaries.   The availability and supply of raw  materials  is
not considered to be a problem for Antenna Products.

Employees
---------

As  of  August 10, 1999 Antenna Products Corporation  employed  a
total  of  75  employees.   Of  the  75,  10  were  employed   in
administration  and  sales,  10  in  engineering  and   technical
support,   and  55  in  manufacturing.   None  of  the  company's
employees are subject to collective bargaining agreements.

Foreign Sales
-------------

Antenna Products Corporation's sales in international markets are
primarily to foreign governments or prime contractors to  foreign
governments,  and  as such represent a small  percentage  of  the
overall  company  annual volume.  The level of profits  from  the
commitment  of  assets  to this portion of  the  business  is  no
greater   or  no  less  than  that  of  other  market   segments.
International sales for 1999, 1998, and 1997 were 9.8%, 6.0%, and
8.6%, respectively, of total sales.

Item 2.  PROPERTIES

Antenna  Products  Corporation owns a ten  acre  industrial  site
located  along  US  Highway  180 in Mineral  Wells,  Texas.   The
facility  consists  of a main building containing  60,000  square
feet   of   manufacturing  area  and  10,000   square   feet   of
administrative   and  engineering  offices,  a  second   building
containing 20,000 square feet of manufacturing and shipping area;
and  a third building containing 15,000 square feet utilized  for
receiving  and  material  control.   Three  additional  auxiliary
buildings,  which  total  in excess of 13,350  square  feet,  are
utilized  for  chemical  etching,  painting  and  storage.    The
facilities  are in good condition and with the current compliment
of machinery and equipment are suitable and more than adequate to
meet  production requirements.  Dependent on the mix  of  product
types  in  process  in any given time period, the  company  could
potentially  more  than double output with  current  and  planned
plant,  property and equipment.  Antenna Products carries a  bank
note  on the manufacturing facility that is amortized over twenty
years ending in the year 2011.

Thirco owns a fifty-acre test site in Mineral Wells, Texas.   The
site  includes three buildings with 28,000 square feet of  space.
The  space is currently being leased to Antenna Products for test
activity  with  some  storage  of  inventory.   The  two   larger
buildings,  if needed, are suitable with rearrangement  and  some
conversion expense, for additional manufacturing utilization.

Item 3.  LEGAL PROCEEDINGS

None.

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

No matters were submitted to a vote of security holders through
the solicitation of proxies or otherwise during the fourth
quarter of fiscal year 1999.

Item 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT

The  Executive  Officers of Antenna Products, Inc.  are  selected
and/or  reaffirmed by the Board of Directors at the first meeting
after  the annual shareholders meeting to serve at the discretion
of the Board of Directors.

Name                         Age             Position
----                         ---             --------

Gary W. Havener               58             President and Chief
                                             Executive Officer

Clark D. Wraight              55             Vice President,
                                             Secretary, and Treasurer

The  Board of Directors elected Gary W. Havener as President  and
Chief Executive Officer of Antenna Products, Inc. on January  24,
1992.   Mr.  Havener has served as the Sole Director  of  Antenna
Products  Corporation  since 1986.  Mr.  Havener  served  as  the
President  of Antenna Products Corporation from 1996 until  April
1999.

Clark D. Wraight was appointed by the Board of Directors as  Vice
President  and Secretary Treasurer of Antenna Products,  Inc.  in
January  1996.   Mr. Wraight currently serves  as  President  and
General  Manager  of Antenna Products Corporation.   Mr.  Wraight
joined  Antenna Products Corporation in September  1979  and  was
appointed Vice President of Engineering in May 1981.  Mr. Wraight
also serves as Sole Director and President of Thirco, Inc.


                             PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
         SECURITY HOLDER MATTERS

The  information in this item should be read in conjunction  with
the Management Discussion and Analysis of Financial Condition and
Results  of Operations in Item 6, and the Consolidated  Financial
Statements and the Related Notes thereto in Item 7.

Market Information For The Common Stock
---------------------------------------

Antenna  Products, Inc.'s common stock is traded  in  the  NASDAQ
Smallcap Market and is quoted under the symbol "ANTP".

Since  August  6, 1998 trading is based on 1,862,928  outstanding
shares.

The table below presents the high and low prices for the last two
fiscal years and reflect inter-dealer prices, without retail mark-
up,   mark-down  or  commission  and  may  not  represent  actual
transactions.

                                 BID
                                 ---
Quarter Ended            High           Low
-------------            ----           ---

August 1997              1 7/16         13/16
November 1997            1 3/16         15/16
February 1998            2 5/8          13/16
May 1998                 3 1/2          1 3/4
August 1998              2              1
November 1998            1 3/8          1 5/16
February 1999            4 11/32        1 1/8
May 1999                 2 3/16         1 7/16


Holders
-------

At August 10, 1999 there were approximately 545 holders of record
of common stock.

Dividends
---------

Antenna Products, Inc. has never paid a regular cash dividend on
common stock and has no plans to institute payment of regular
dividends.

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Selected Financial Data
-----------------------

The  following table presents selected financial data of  Antenna
Products,   Inc.   This  historical  data  should  be   read   in
conjunction  with  Consolidated  Financial  Statements  and   the
Related Notes thereto in Item 7.

                              FISCAL YEAR ENDING MAY 31
                              -------------------------
                     1999        1998        1997       1996         1995
                     ----        ----        ----       ----         ----
Net Sales           $7,786,911  $9,003,408  $7,975,96  $10,572,140  $13,099,671
Income (loss) from
  continuing
   Operations       $   234,369 $351,239    $333,429   ($57,861)    $141,679
Income per share
 from continuing
  operations (1)    $.13        $.19        $.18       ($.03)       $.08
Total Assets        $6,869,002  $7,122,529  $6,918,687 $7,728,707   $10,102,631
Long Term Debt      $1,646,900  $1,690,585  $2,200,942 $2,668,367   $2,814,895

Dividends           $0.00       $0.00       $0.00      $0.00        $0.00

------------
(1)  Adjusted to give retroactive effect of the 2 for 1 stock split dated
     February 12, 1998.

Results of Operation
--------------------

Antenna  Products,  Inc.'s  on-going operation  is  that  of  its
subsidiaries,  Antenna Products Corporation and Thirco,  Inc.  as
previously  discussed  in  Item  1.   The  management  discussion
presented  in  this item relates to the operations of  subsidiary
units and the associated Consolidated Financials as presented  in
Item 7.

Year ended May 31, 1999 ("1999") Compared with Year Ended May 31, 1998 ("1998")
-------------------------------------------------------------------------------

Antenna Products Corporation
----------------------------

Antenna   Products  Corporation  experienced  lower  sales   than
projected  in the third and fourth quarter of fiscal  year  1999,
resulting in overall sales of $7.8 million in 1999.  This is $1.2
million  or  13%  less than the $9.0 million in  sales  in  1998.
Orders  were down in both military and commercial markets from  a
total  of  $9.3  million in 1998 to $6.6 million  in  1999.  This
resulted in an ending backlog of firm orders at year-end of  only
$3.3  million, down 21% from the prior year end backlog  of  $4.2
million.

Changes  in  a  major customer's requirements for commercial  ILS
equipment delayed deliveries of equipment completed in the  third
and  fourth quarters of 1999.  This equipment remained in Antenna
Products Corporation's inventory at year-end.

The  reduced backlog and continued customer delays in accepting
delivery  of completed ILS equipment will have a negative  affect
on  the  sales  performance in the first quarter of  fiscal  year
2000.   Sales  for  the  first quarter of fiscal  year  2000  are
currently estimated to be approximately $1.5 million.

The  gross  profit margin for  fiscal year 1999 was 24%  compared
to  19% in 1998.  Sales and administrative expenses as a ratio to
sales  were  17% of sales in 1999 compared to 11% in  1998.   The
Company's operating margin for 1999 was 7.1% compared to 7.5%  in
1998.   Warranty charges of $109 thousand were higher  than  last
year's  rate of $88 thousand, but averaged less than 2% of sales.
Discretionary products development spending was $263 thousand, or
3.4%  of  sales in 1999.  This was an increase from $255 thousand
or 2.8% of sales in 1998.

Marketing of the new line of commercial antennas for the wireless
telecommunications industry continued in 1999 with small sales to
license  holders and system integrators in the "C", "E", and  "F"
frequency blocks.  Many of these license holders are still in the
planning  stage  and  Antenna Products Corporation  is  providing
digital  patterns for the PCS panel and omni antennas  to  assist
the design phase.

During the fourth quarter, a new 2.4 - 2.5  GHz ISM panel antenna
and   two   new   models   of  automatic  meter   reading   (AMR)
omnidirectional  and  directional antennas that  operate  in  the
frequency  range  of 1410 - 1450 MHz were developed.   The  first
production  antennas will be delivered in the  first  quarter  of
fiscal year 2000.

More  information on new products at Antenna Products Corporation
is     available    on    the    Internet    web     page     at:
//WWW.antennaproducts.com.

Interest expense for Antenna Products Corporation decreased  from
$253   thousand  in  1998  to  $246  in  1999.   The   Subsidiary
experienced a pre-tax profit of $308 thousand in 1999 compared to
a  pre-tax  profit of $434 thousand in 1998.  The  Subsidiary  is
expected to continue to be profitable in 2000.

Antenna  Products, Inc. consolidated sales from  operations  were
$7.8  million  with  an income from continuing operations  before
taxes of $359 thousand in 1999.  This compares to $9.0 million in
consolidated  sales  with  an income from  continuing  operations
before  taxes of $531 thousand in 1998.  Net income for 1999  was
$234 thousand compared to a net income of $85 thousand in 1998.

The  lower  net earnings in 1998 were the result of the  sale  of
Metal Finishing Corporation in March 1998 that resulted in a loss
of  $267 thousand and the settlement of a lawsuit with a customer
of  Antenna  Products Corporation in August 1998.  The settlement
resulted  in  the Company being required to pay the  customer  an
aggregate  of $382 thousand in cash and 50,000 shares of  Company
common stock.  The settlement amount was approximately the amount
that  had been reserved for this contingency and was recorded  by
the Company in accrued liabilities as of May 31, 1998.

Year ended May 31, 1998 ("1998") Compared With Year Ended May 31,1997 ("1997")
------------------------------------------------------------------------------

Antenna  Products, Inc. consolidated sales from  operations  were
$9.0   million  with  an  income  before  taxes  from  continuing
operations  of  $531  thousand in 1998.  This  compares  to  $8.0
million  iincome
     available for common stock by the weighted average number of
     common shares outstanding during the year.  Weighted average
     shares  outstanding  were 1,852,650 and  1,813,083  for  the
     years  ended  May  31,  1999  and  1998,  respectively.   No
     dilutive   securities   exist  in  the   company's   capital
     structure.

     All   share  and  per  share  information  herein  has  been
     retroactively adjusted for a 2 for 1 stock split approved by
     shareholders  on  April 20, 1998.  Common  stock  par  value
     herein has also been retroactively adjusted for the decrease
     in par value from $1.00 to $0.01.

3.   Discontinued Operations

     On  November  30, 1994, the Company's  subsidiary,
     Metal  Finishing  Corp, purchased  the  assets  of
     Edd's  Metal  Finishes Corp. for cash of  $315,000
     and  a  note  payable to the seller  of  $340,000.
     Metal Finishing Corp. as a wholly owned subsidiary
     of  Antenna Products, Inc., operates in the  metal
     finishes market.

     The  Company  sold Metal Finishing Corp back to  its  former
     owner  on  March  2,  1998 for $100 and  the  $229,500  note
     payable.  The Company has reflected the operations of  Metal
     Finishing Corp in the accompanying 1998 financial statements
     as  a  discontinued  operation.   The  loss  from  sale  was
     recognized in the Company's third fiscal quarter of the 1998
     fiscal year.

4.   Inventories

     The major components of inventories are as follows:

                                           1999              1998
                                           ----              ----
          Raw Materials               $   646,355        $    857,014
          Work in process               1,523,201           1,085,000
          Finished Goods                  468,616             753,456
                                      -----------        ------------
                                      $ 2,638,172        $  2,695,470
                                      ===========        ============

      Certain   allocable   overhead   costs   such   as
      depreciation,   insurance,  property   taxes   and
      utilities  are  included in inventory  based  upon
      percentages   developed  by  the   Company.    The
      aggregate  amount  of  these  costs  included   in
      inventory during the years ended May 31, 1999  and
      1998 were $952,301 and $883,636, respectively.

5.   Property and Equipment

     The following is a summary of the Company's property and
     equipment:

                                  Estimated
                                  Useful Life              1999           1998
                                  -----------              ----           ----
     Land                                           $   375,136    $   375,136
     Buildings and improvements    15-30 years        1,873,216      1,873,217
     Machinery and equipment       10 years           2,934,342      2,923,249
     Automobiles and trucks        3 years               97,328         97,328
     Office furniture and fixtures 10 years             586,788        605,788
                                                    -----------    -----------
                                                     $5,866,810     $5,874,718
     Less accumulated depreciation                    3,479,892      3,234,158
                                                     ----------     ----------
     Net property and equipment                      $2,386,918     $2,640,560
                                                     ==========     ==========
6.   Notes Payable

     At May 31, 1999 and 1998 notes payable consist of a
     revolving note payable to a bank, with a maximum amount not
     to exceed the lesser of $2,000,000 or a calculated borrowing
     base determined by a formula based upon the amount of
     certain qualified receivables and inventories as defined in
     the loan agreement.  Interest is payable monthly at the
     prime rate (7.75 % and 8.5% at May 31, 1999 and 1998,
     respectively) plus 1% until September 30, 1999, when any
     unpaid principal and interest shall be due.  Borrowings
     under the revolving note payable are collateralized by
     accounts receivable and inventories and are guaranteed by a
     principal shareholder.  Under the agreement, the Company
     must maintain minimum net worth of $1,500,000 and working
     capital of $1,000,000.


     At May 31, 1999 and 1998, note payable to shareholder
     consist of subordinated note to a principal shareholder of
     the company.  In the initial years, only interest at the
     prime rate (7.75% and 8.5% at May 31, 1999 and 1998,
     respectively) is payable, with monthly principal payments
     scheduled to begin in June 2002, and maturing in May 2007.
     Interest charged to operations under the note were $64,345
     and 68,000 for the years ended May 31, 1999 and 1998,
     respectively.

7.   Long-Term Debt

     At May 31, 1999 and 1998, long-term debt consists
     of the following:
                                                       1999          1998
                                                       ----          ----
     Mortgage note to a bank, guaranteed 80% by a
     U.S. government agency, payable $10,050 per
     month, including interest at the prime rate
     (7.75% and 8.5% at May 31, 1999 and 1998,
     respectively) plus 1/2%; collateralized by certain
     real estate, fixtures and assignment of life
     insurance policy with a principal shareholder.
     The note is also guaranteed by a principal
     shareholder and the Company is required to
     maintain certain covenants including
     $1,000,000 in working capital and a ratio
     of maximum debt to net worth of seven to one.    $  895,435    $  934,273

     Less current portion of long-term debt               48,535        43,688
                                                      ----------    ----------
                                                      $  846,900    $  890,585
                                                      ==========    ==========

     Maturities  of  long-term debt for each of  the  five  years
     subsequent  to  May  31,  1999  are  as  follows  (including
     $160,000 per year beginning in June 2002 for the shareholder
     note, although it is subordinated to the note payable  to  a
     bank):

               2000        $   48,535
               2001            52,694
               2002            57,209
               2003           222,111
               2004           227,434
               Thereafter   1,087,452
                           ----------
                           $1,695,435
                           ==========
8.   Income Taxes

     Components of the provision for income tax are as follows:

                                                       1999           1998

     Income taxes at statutory rate on income before
       income taxes                                   $ 121,982    $   43,300
     Non-deductible expenses                              2,419          (593)
                                                      ---------    ----------
       Total provision                                  124,401    $   42,707
                                                      =========    ==========
     Deferred portion (benefit) of provision          $ 145,022    $  (57,475)
     Current portion (benefit)                          (20,621)      100,182
                                                      ---------    ----------
       Total provision