FORM 10 Q
            SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1997
                   
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
        For the transition period from ________ to __________
     
     Commission file number 0-8174
     
                   Conolog Corporation
  (exact name or registrant as specified in its charter)
       Delaware                        52-0853566
  (State or other jurisdiction or     (I.R.S. Employer Identification
         organization)                     No.)
              
              5 Columbia Road, Somerville, NJ  08876
     (Address of principal executive offices and zip code) 
              
                         (908) 722-8081
     (Registrant's telephone number, including area code)

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

YES  X   NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS.

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.

YES       NO

        APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common Stock, par value $1.00 per share 2,443,973(inclusive of Treasury Stock)




















                          CONOLOG CORPORATION
                             BALANCE SHEETS
ASSETS                                          April 30, 1997  July 31, 1996
 
Current Assets:                                 (Unaudited)       (Audited)
    Cash                                       $    93,660      $   178,213
    Accounts Receivable, less allowances           166,827          304,020
        of $14,000 and $10,000 respectively
    Inventories                                  3,232,580        2,937,780
    Other Current Assets                            56,923           43,517
                                               ___________      ___________
      TOTAL CURRENT ASSETS                     $ 3,549,990      $ 3,463,530

Property, Plant and Equipment, less
   accumulated depreciation of $1,923,272      $   405,763      $   433,906
   and $1,880,408 respectively

Other Assets                                   $    23,383      $    30,398
                                               ___________      ___________
TOTAL ASSETS                                   $ 3,979,136      $ 3,927,834
                                               ===========      ===========
LIABILITITES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Notes Payable                                $    74,735      $ 1,012,500
  Accounts Payable                                  95,400          280,629
  Accrued Payroll                                  115,778           41,716
  Accrued Interest                                   6,133           64,699
  Other Accrued Expenses                           120,976          115,723
  Current Maturity of Capitalized                
     Lease Obligations                               8,184           33,282
  Bridge Loans                                     200,000                0
                                               ____________     ___________
     TOTAL CURRENT LIABILITIES                 $   621,206      $ 1,548,549

  Capitalized Lease Obligations, less          $         0      $     4,973
     Current Maturity
                                               ___________      ___________
TOTAL LIABILITIES                              $   621,206      $ 1,553,522















                     Conolog Corporation

                                                     Balance Sheets

                                            April 30, 1997     July 31, 1996
                                             (Unaudited)          (Audited)
Stockholders' Equity 

  Preferred stock, par value $.50; Series A;   $    77,500      $    77,500
  4% cumulative; 162,000 shares authorized;
  155,000 shares issued and outstanding

  Preferred stock, par value $.50; Series B;           598              598
  $.90 cumulative; 50,000 shares authorized;
  issued and outstanding 1,197 shares

  Common Stock, par value $1.00; 6,000,000       2,443,973        1,035,186
  shares authorized; issued 2,443,973 shares
  including 8,776 shares held in Treasury

  Additional Paid-In Capital                     4,124,013        4,401,635

  Retained Earnings (deficit)                   (3,156,420)      (3,008,873)

  Treasury shares at cost                       (  131,734)      (  131,734)
                                               ____________     ___________
    Total Stockholders' Equity                 $ 3,357,930      $ 2,374,312

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $ 3,979,136      $ 3,927,834
                                               ===========      ===========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



























                        CONOLOG CORPORATION
                      STATEMENTS OF OPERATIONS
                           (UNAUDITED)

                     FOR THE THREE MONTHS ENDED  FOR THE NINE MONTHS ENDED
                               APRIL 30,                 APRIL 30,
                         1997        1996          1997           1996
                                   
TOTAL REVENUES        $ 111,393   $ 529,802      $ 978,979   $1,519,975

COST OF GOODS SOLD       52,153     183,536        528,498      957,435
                        _______     ________       _______     ________
GROSS MARGIN          $  59,240   $ 346,266      $ 450,481   $  562,540

SELLING, GENERAL AND    140,466     214,019        518,944      653,571
 ADMINISTRATIVE EXPENSES
                        _______   _________       ________   __________
OPERATING INCOME         
   /(LOSS)            $( 81,226)  $ 132,247      $( 68,463)  $(  91,031)

INTEREST EXPENSE         17,080      35,000         69,199      118,371

INCOME/(LOSS) BEFORE   ________    _________       _________   ________
 TAXES ON INCOME AND
 EXTRAORDINARY ITEMS  $( 98,306)  $  97,247      $(137,662)  $( 209,402)
 
PROVISION FOR TAXES       9,884           0          9,884          100
                      _________   __________     __________  __________
INCOME/(LOSS) BEFORE  $(108,190)  $  97,247      $(147,546)  $( 209,502)
  EXTRAORDINARY ITEMS

EXTRAORDINARY ITEMS                
  (Net of Tax Benefit         0           0              0      740,376
   of $492,392)                           
                      __________  __________     __________  __________
NET INCOME/(LOSS)     $(108,190)  $  97,247      $(147,546)   $ 530,874
                      ==========  ==========     ==========  ==========

EARNINGS/(LOSS) PER SHARE
      PRIMARY             $(.04)     $  .10          $(.06)       $ .51
                        =========   ==========     ==========  =========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
















                      CONOLOG CORPORATION
                    STATEMENT OF CASH FLOWS
                          (UNAUDITED)                 FOR THE NINE MONTHS
                                                         ENDED APRIL 30, 
CASH FLOWS FROM OPERATING ACTIVITIES:                  1997         1996
  Net Income (Loss)                                 $(147,546)  $  530,874
  Adjustments to Net Income to Reconcile to
    Net Cash Provided by Operating Activities:
     Depreciation and amortization                  $  42,864   $   46,347
     (Increase)/Decrease in Accounts Receivable       137,193     (208,304)
     (Increase)/Decrease in Inventories              (294,800)    (257,374)
     (Increase)/Decrease in Other Current Assets     (  6,387)    (  5,941)
     Increase/(Decrease) in Accounts Payable         (185,229)    ( 81,359)
     Increase/(Decrease) in Accrued Expenses and       20,744     (618,819)
           other liabilities
    Net Cash Provided/(Used) in Operating Activities$(433,161)  $ (594,576) 

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of Property, Plant and Equipment        $( 14,721)    ( 23,284)

CASH FLOWS FROM FINANCING ACTIVITIES:
        Increase from Public Stock Offering         $       0   $4,409,839
        Increase/(Decrease) in Due to Officers              0     (161,705)
        Bridge-Loans(Repayments)Borrowings            200,000     (200,000)
        Repayments of Long-term Borrowings         (1,012,500)  (2,785,500)
        Dividends Paid                                            (384,903)
        Change in Capital Lease Obligations          ( 30,071)      12,353
        Issuance of Common Stock                    1,408,787            0
        Additional Paid in Capital                   (277,622)           0
        From Investors                                 74,735            0
    Net Cash Provided/(Used) by Financing Activities $363,329   $  890,084
                                                    ==========  ============
NET INCREASE/(DECREASE) IN CASH                      $(84,553)  $  272,224

CASH AT BEGINNING OF YEAR                            $178,213   $   27,577

CASH AT END OF PERIOD                                $ 93,660   $  299,801

Supplemental disclosures of Cash Flow Information:
  Cash Paid during the Period for;
     Interest                                        $12,365       $ 9,564
     Income Taxes                                     17,324             0  


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

















                          CONOLOG CORPORATION


NOTES TO INTERIM FINANCIAL STATEMENTS


NOTE 1 - Computation of Earnings Per Share:       
                                        For the Nine Months Ended
                                                 April 30,
                                            1997            1996
Weighted Average Number of Shares
  Outstanding:                            2,443,973        1,032,639

COMMON STOCK
 Reserve for Conversion:
   Series A Preferred Stock* 155,000
   Series B Preferred Stock (1 to 20
           conversion factor)                     0             1,790
   Common Stock Equivalents (Warrants)**    235,750           235,750
                                          _________         _________
Total                                     2,679,723         1,270,179

Gain/(Loss) Per Share:
   Total Gain/(Loss)                     $ (147,546)       $  530,874
     Pro-rata Dividends on Preferred
        Stock Series A & B                    3,135             3,572
   Net Gain/(Loss) available for 
      Common Stock                       $ (150,681)       $  527,302
                                          __________        _________
Average Number of Shares of Common Stock  2,443,973         1,032,639
                                          ==========        =========
Primary Gain/(Loss) Per share                $ (.06)         $    .51
                                          ==========        ==========


*Each share of Series A Preferred Stock may be exchanged for one share of
Common Stock upon surrender of the Preferred Stock and payment of $1200 per 
share.  In view of the large difference between the current market value of 
the stock and the conversion rate, these shares have not been added to the
total common shares used in computing the net earnings per share.

**Each Warrant may be exchanged for one share of Common Stock at an
exercise price of $6.00 per share.  In view of the large difference between
the current market value of the stock and the exercise price, these shares
have not been added to the total common shares used in computing the net
earnings per share.

Fully diluted earnings per share, assuming conversion of Series A and Series
B Preferred Stock, has not been reflected as the effect would be either
anti-dilutive or not material.









NOTES TO INTERIM STATEMENTS - CONTINUED

NOTE 2 -LONG-TERM DEBT

On August 16, 199
5, the Bank exchanged debt obligations for (a)$250,000 cash;
(b) $1,025,000 Five-year term loan and (c) 375,000 shares of Common stock.

The five-year term loan of $1,025,000 bears interest at the Bank's refinance
rate, plus 1 1/4% to be amortized as follows:
- eight (8) quarterly payments of $12,500, beginning October 1995 through
July 1997;
- eight (8) quarterly payments of $25,000, beginning October 1997 through
July 1999;
- three (3) quarterly payments of $28,125, beginning October 1999 and ending
April 2000;
- a balloon payment of $640,625, due July 2000.
      
As a result of the above transactions, the Company realized a $1,232,728 gain
on debt compromise.  In addition, the Bank released the existing guarantees
of Messrs. Benou and Havasy on the Closing Date.

On September 11, 1996, the Company entered into an Allonge agreement with the
bank whereby the bank may at any time before April 15, 1997 convert the then
unpaid amount of principal and interest due under the Amended and Restated
Term Note dated as of August 2, 1995 in the original principal amount of
$1,025,000 into 1,400,000 shares of the Company's Common Stock (the "Notes
Shares"). 

On September 12, 1996 the bank entered into an option and purchase, sale and
assignment agreement (the "Option Agreement") with CNL Holdings, Inc. (CNL)
whereby the bank would sell the Note Shares referred to above, along with
the 375,000 Common Stock shares of the Company it currently owns (the "Bank
Shares") for $1.5 million to CNL.

On September 12, 1996 CNL entered into an agreement with the Company whereby
the Company would use its best efforts to file a Registration Statement
with the Securities and Exchange Commission covering the 375,000 Bank Shares
and the 1,400,000 Note Shares (collectively the "Acquired Shares").  Such
Registration Statement shall be declared effective as soon as possible after 
the filing thereof, and kept current and effective for a period of two years
or until such time as all shares registered pursuant therewith have been sold
or otherwise transferred.  The proceeds of the sales of the Acquired Shares
shall be applied as follows:  The first $1,500,000 shall be paid to reimburse
CNL for payments made to the bank pursuant to the Option Agreement.  Fifty
percent of the balance of the proceeds, not to exceed $2,500,000, shall be
loaned to the Company by CNL.  The balance of the proceeds belong to CNL.  
The amounts loaned by CNL to the Company shall be evidenced by notes which
shall be due twelve months after making such loan and shall bear interest at
the rate of 4% per annum.  At maturity of the loans, the Company will have
the option to repay the loan balance and accrued interest by issuing a new
Series C Preferred Stock (the "Preferred Stock") valued at $5.00 per share.
The Preferred Stock will be non-voting and will carry a cumulative dividend
of 8% per annum, which may be payable by the issuance of shares of Common
Stock valued at $5.00 per share up to a maximum of 40,000 shares per annum.




NOTE 2 - CONTINUED

On January 31, 1997, The bank and Conolog entered into Amendment No. 1 to the
Option and Purchase, Sale and Assignment Agreement dated September 12, 1996.
The amended Option Agreement now provides that on or before February 5, 1997,
CNL will purchase from the Bank for an aggregate purchase price of $600,000,
no less than (i) 133,333 shares of Common Stock for $399,999, subject to the
approval of I.A. Rabinowitz, Inc. and (ii) $200,001 of the Debt claim
represented by the note.  CNL thereafter may exercise the remainder of the
option on or before April 15, 1997.  In addition, CNL may purchase from the
Bank additional shares of Common Stock owned by the Bank at the price of
$3.00 per share and portions of the Debt Claim from time to time.  On
February 3, 1997, CNL paid the Bank $600,000 consummating the purchase of
the above 200,000 shares.  On January 31, 1997, $200,001 of the Debt
to the Bank was adjusted resulting in all accrued interest in the amount
of $106,298 being reduced and the remaining being applied to principal.

On March 26, 1997, CNL completed the exercise of the "Option Agreement"
with the bank effectively eliminating all debts and liens with the bank.

As of April 30, 1997, CNL has loaned the Company a total of $74,735, in
accordance with the agreement detailed above.


NOTE 3-CAPITALIZED LEASE OBLIGATIONS
                                April 30, 1997        July 31, 1996
        Leases Payable          $  8,184                $ 38,255
        less - Current Portion     8,184                  33,282
                                $      0                $  4,973

Maturities on Capitalized Leases, subsequent to April 30, 1997 are
        1997 - $8,184
        



NOTE 4-TAXES

At April 30, 1997 the Company has a net operating loss carryforward of
approximately $2,968,000 for financial reporting purposes and approximately
$3,025,000 for tax purposes which is available to offset future Federal
taxable income.  For Federal purposes, $490,000 of the carryforward 
expires in 2003, $346,000 expires in 2008, $1,232,000 expires in 2009 and
$957,000 expires in 2010.  For State purposes the carryforward is 
approximately $2,187,000; $57,000 expires in 2000, $1,232,000 expires in 
2001 and $898,000 expires in 2002.  Also, at April 30, 1997, the Company
has unused tax credits available of approximately $103,300 of which $12,100
expires in 2000, $26,300 in 2001, and $64,900 in 2002.

Taxable income differs from financial statement income due to the effect
of non-deductible permanent tax differences.  These permanent tax differences
include officer's life insurance premiums & non-deductible entertainment
expenses.

At April 30, 1997 no deferred income taxes have been provided for per 
SFAS No 109 - Accounting for Income Taxes since management estimated that
temporary differences due to operating losses & tax credit carry forwards
will not be absorbed by future taxable income.

NOTE 5 - BRIDGE LOAN

The Company received $200,000 in net proceeds from several investors in a
private placement. Each investor received two Promissory Notes.  The first
Promissory Note is payable on the earlier of December 31, 1997 or the
closing of the Company's next public offering; (the "First Note") and the
second Note(the "Second Note"), plus accrued interest for the First Note,
is payable on the earlier of December 31, 1997 or the closing of the
Company's next public offering, or convertible at the option of the holder
into Preferred Stock Purchase Warrants to purchase shares of Series D
Preferred Stock, which are new Preferred Stock securities contemplated to be
offered in the next public offering.  At the time the next registration
statement is declared effective by the Securities and Exchange Commission,
the Bridge Loan holders may exercise their respective option to convert the
Second Note into Preferred Stock Purchase Warrants.  If all the noteholders
elect to convert the Second Note, the Company is obligated to issue
Preferred Stock Purchase Warrants to purchase 1.2 million shares of
Series D Preferred Stock.  The Company has agreed to register the underlying
Bridge Loan Warrants along with the new Series D Preferred Stock to be
registered in the public offering.  The interest rate for the First Note
is eight percent (8%) per annum.














ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations

QUARTER ENDED APRIL 30, 1997

A summary of income, costs and expenses for the current quarter and
corresponding quarter of the previous year follows:

                              For the Quarter             For the Nine Months
                              Ended April 30,               Ended April 30,
                            1997           1996           1997         1996

Revenues                 $ 111,393     $ 529,802      $ 978,979    $1,519,975

Costs and Expenses         219,583       432,555      1,126,525     1,729,477
                         _________     _________      ---------    ----------
Net Income/(loss)
 after Taxes, before     $(108,190)     $ 97,247      $(147,546)   $ (209,502) 
 extraordinary item      ==========    ==========     ==========   ===========
        
Revenues for the quarter ended April 30, 1997 totaled $111,393, representing
a decrease of 79% or $418,409 from the $529,802 reported for the same quarter
a year ago.  Revenues decreased largely to a sharp decrease expected release
of several orders from the various major power companies as well as the
absence of new commercial orders and releases against existing military
contracts by the US Government.

Gross margin for the quarter totaled $59,240 representing 53% of revenues  
as compared to a $346,266 or 65% of revenues for the quarter ended April 30,
1996. The decrease in gross margin primarily attributed to the labor
inefficiences resulting from reduced levels of factory utilization.  The
Company was able to partially offset some of these losses by shifting its
internal resources to new product development. Prior to this quarter the
Company engaged outside contractors almost exclusively to complete its
product development. During the current quarter the company used to a greater
extent its captive resources including design, engineering and production.
Historically, the Company has used part time, temporary factory personnel and
outside contractors to adjust its workforce for large changes in production
demands.

Selling, general and administrative expenses decreased from $214,019 to
$140,466 for the quarter, representing a decrease of $73,553 as compared to
1996. These savings are the direct result of downsizing initiatives to offset
the decreased production levels experienced during the quarter. 

Interest expense decreased from $35,000 to $17,080 or $17,920 for the quarter
ended April 30, 1997 over the same period of 1996.

As a result of the foregoing, the Company reported a net loss of $(108,190),
or $(0.04) per share for the quarter compared to net income of $97,247 
or $0.10 per share. 








NINE MONTHS ENDED APRIL 30, 1997

Revenues for the nine months ended April 30, 1997 totaled $978,979 versus
$1,519,975 for the same period last year.  The lower revenues were
attributable to continued delays in the release of certain commercial
orders, including The Bonneville Power Administration and the
absence in new orders and releases from the US Government. The order backlog
for Bonneville was $1.3 million at April 30, 1997. The Company believes that
the delay in release of certain PTR-1000 series orders were due to the
forthcoming release of a new PRT-1500 Series Tone Protection product being
developed for the General Electric Company to private label and market
worldwide.  The new product was originally scheduled to be released during
the Summer of 1997.  As a result of limited financial resources, this program
was delayed by approximately six months; the expected release date for the
PTR-1500 is early 1998. 
 

Gross margin for the period totaled $450,481 as compared to $562,540 for the
period ended April 30, 1996, representing 46% and 37% of revenues,
respectively.  Gross margins improved as a result of generally higher
pricing for special items requiring limited quantities and fast turnaround.

Selling, general and administrative expenses totaled $518,944 as compared
to $653,571.  This decline of $134,627 results from cost cutting initiatives
to reduce administrative and general expenses, especially with respect to
headcount reductions and downsizing.

As a result of the foregoing, operating loss totaled $(68,463) as compared to
$(91,031).

Interest expense for the nine months totaled $69,199 as compared to $118,371
for the prior nine month period.

As a result of the foregoing, the Company realized a net loss of $(147,546)
or $(.06) per share as compared to net income of $530,874 or $.51 per share.
The net income for the nine months ended April 30, 1996 included $740,376,
net of tax benefit of $492,392, in extraordinary items, representing $.72
per share.


















LIQUIDITY AND FINANCIAL CONDITION

On August 16, 1995, the Company offered 235,750 Units  at a
price of $10.00 per Unit.  Each Unit consisted of two (2) shares of
Common Stock, par value $1.00 per share (Common Stock), and one (1)
Redeemable Class A Warrant for Common Stock (Class A Warrant).  The
Common Stock and Class A Warrant are detachable and trade separately.

Each Class A Warrant entitles the holder to purchase one share of the
Company's Common Stock, at an exercise price of $6.00, subject to adjustment,
from August 17, 1996 through August 16, 1998.  The Class A Warrants (the
Warrants) are subject to redemption by the Company at anytime after
August 17, 1996 on not less than 30 days notice at $.05 per warrant,
provided the average closing price of the Common Stock for 20 consecutive
trading days ending within 15 days prior to the notice exceeds $7.20 per 
share.

The results of the offering were $1,853,025, net of offering costs.

Inventories increased $294,800 from July 31, 1996, including approximately
$258,734 for the PTR-1500 Series product.

Accounts receivable decreased $137,193 to $166,827 reflecting lower sales
during the current quarter.

Working Capital at April 30, 1997 was $2,928,784 compared to $1,914,981
at July 31, 1996.  

The Company received  $200,000 in net proceeds from a private placement.
The private placement was evidenced by  two promissory notes executed by each
investor that aggregated $150,000 (Note 1) and $50,000 (Note 2), respectively.
Note 1 is payable on the earlier of December 31, 1997 or upon closing of the
next public offering.  Note 2 contains the same terms as with respect to
Note 1, or at the investors option is convertible into shares of Preferred
Stock Purchase Warrants (See Notes to the Financial Statements for additional
description on the full terms of the conversion option). The funds received
from the private placement were used to reduce overdue payables and resume
the product development of the PTR-1500 Series Project.

During the quarter ended April 30, 1997 the Company received $74,735 in
loans from CNL Holdings, Inc. The Company plans to use these additional funds
to complete the development of the PTR-1500 and deliver the first prototypes
to the General Electric Co. for testing and approvals and to improve its
financial condition to better prepare for an anticipated increase in business
in the latter part of 1997. Additional loans are expected from CNL to
complete the product development schedule for the PTR-1500. The loans will be
repaid plus accrued interest twelve months from the date received or converted
to Series C Preferred Stock. In the event additional loans from CNL or other
sources of capital are not secured on a timely basis, the release of new
products and future sales would be adversely affected.







LIQUIDITY AND FINANCIAL-CONTINUED

The Company anticipates additional backlog releases from the Bonneville
Power Administration and the US Government as well as other key customers.
This should generate additional sales and resulting cash flow to support an
expanded operating level in fiscal 1998 versus fiscal 1997.  In the event
that additional financing and future backlog releases are not forthcoming,
fiscal 1997 sales would be adversely impacted.

The Company presently meets its cash requirements through existing cash
balances, cash generated from operations, and loans secured in private
transactions.

SUBSEQUENT EVENT

During the month of May 1997, CNL has loaned the Company an additional
$561,000 for a total of $635,735 to date. (See Note 2)

Management Representation

The information furnished reflects all adjustments which management considers
necessary to a fair statement of the results of the period.

As of April 30, 1997 the Registrant's backlog of orders totaled $2.6
million, representing a mix of military and commercial telecommunication
products.  The company anticipates its commercial revenue to grow as a
percentage of total sales for the foreseeable future.

Statement Regarding Present Operations

There was no material change in the nature of the operations of Registrant
during the three months ended April 30, 1997 from the information contained
in the Registrant's annual report of Form 10-K for the fiscal year ended
July 31, 1996.





























                     Part II - Other Information
                        CONOLOG CORPORATION

1.  Legal Proceedings - No material proceedings pending April 30, 1997

2.  Changes in Securities - See Management's Discussion

3.  Defaults upon Senior Securities -None

4.  Submission of Matters to a Vote of Security Holders - None

5.  Other Materially Important Events - See Management's Discussion

6.  No reports on Form 8-K have been filed during the quarter.
    Exhibits-Agreement with General Electric Company dated April 1, 1997.