UNITED STATES
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D. C.  20549
  
                                                           
  
                                  F O R M  10 - Q
  
                X  Quarterly Report Under Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
                        For the period ended March 31, 1997
                                             ..............
  
                                         or
  
                   Transition Report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
                   For the transition period from       to      
  
                          Commission File Number:  1-2755
                                                   ......
  
  
                                  GTE Corporation
               ......................................................
               (Exact name of registrant as specified in its charter)
  
  
             New York                                           13-1678633
  ............................................................................
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
  
                  One Stamford Forum, Stamford, Conn.        06904
             .........................................................
               (Address of principal executive offices)    (Zip Code)
  
  Registrant's telephone number, including area code 203-965-2000
                                                     ............
  
  ............................................................................
  
  Former name, former address and former fiscal year, if changed since last 
  report
  
      Indicate by check mark whether the registrant (1) has filed all reports 
      required to be filed by Section 13 or 15(d) of the Securities Exchange 
      Act of 1934 during the preceding 12 months (or for such shorter period 
      that the registrant was required to file such reports), and (2) has been 
      subject to such filing requirements for the past 90 days.  YES   X   
      NO      .
  
      GTE had 954,945,935 shares of $.05 par value common stock outstanding 
      (excluding 27,975,444 treasury shares) at April 30, 1997.
  
  
  PART I.  FINANCIAL INFORMATION
  
                      GTE CORPORATION AND SUBSIDIARIES
  
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
  
                                                    Three Months Ended
                                                         March 31     
                                                     1997        1996
                                                       (In Millions)
  
  REVENUES AND SALES
  
     Local services                                 $1,633       $1,510
     Network access services                         1,152        1,132
     Toll services                                     643          607
     Cellular services                                 677          603
     Directory services                                186          223
     Other services and sales                          990          876
  
        Total revenues and sales                     5,281        4,951
  
  OPERATING COSTS AND EXPENSES
  
     Cost of services and sales                      1,952        1,921
     Selling, general & administrative               1,027          851
     Depreciation and amortization                     956          929
  
        Total costs and expenses                     3,935        3,701
  
  OPERATING INCOME                                   1,346        1,250
  
  OTHER (INCOME) EXPENSE
     Interest expense                                  303          283
     Interest capitalized                              (13)         (10)
     Interest income                                   (15)         (14)
     Other - net                                        20           (3)
  
                                                       295          256
  
  INCOME BEFORE INCOME TAXES                         1,051          994
  
     Income taxes                                      386          378
  
  NET INCOME                                        $  665       $  616
  
  EARNINGS PER COMMON SHARE                         $  .69       $  .63
  
  DIVIDENDS DECLARED PER COMMON SHARE               $  .47       $  .47
  
  AVERAGE COMMON SHARES                                960          975
  
  
      The accompanying notes are an integral part of these statements.
  
                                     - 1 -
                         GTE CORPORATION AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  RESULTS OF OPERATIONS
  
  Consolidated net income for the first quarter of 1997 was $665 million, or 
  $.69 per share, compared with $616 million, or $.63 per share in the first 
  quarter of last year.  The results for the first quarter of 1996 include an 
  after-tax gain on the sale of nonstrategic telephone properties of $8 
  million, or $.01 per share.  Excluding this gain, earnings per share for the 
  first quarter of 1997 increased 11 percent over the first quarter of 1996.
  
  Operating income increased 8 percent to $1.35 billion, compared with $1.25 
  billion reported in the first quarter of last year, reflecting continued 
  growth in GTE's core wireline and wireless revenues and the favorable impact 
  of ongoing operating cost reduction programs.  The revenue growth and 
  improved cost position were offset, in part, by higher selling and marketing 
  expenses associated with significant growth in wireless and long-distance 
  customers, the continued expansion of Internet access and video activities 
  and the launch of personal communications services in the Cincinnati area.  
  
  Consolidated revenues and sales for the first quarter increased 7 percent to 
  $5.28 billion, compared to $4.95 billion in the first quarter of last year.  
  This increase primarily resulted from continued growth in core domestic and 
  international wireline and wireless services.
  
  For the first quarter of 1997, minutes of use of GTE's domestic 
  local-exchange network for long-distance calling grew at an annual rate of 
  13.8 percent, while total domestic access lines increased 8 percent to 20.3 
  million.  Access lines per employee, a key indicator of productivity, 
  increased from 298 a year ago to 327, representing a 10 percent improvement. 
  Internationally, GTE serves 5.8 million access lines, an increase of 4 
  percent over the first quarter of 1996.  
  
  Domestic cellular service revenues in the first quarter of 1997 totaled $617 
  million, an 11 percent increase over the same period last year, as customer 
  growth continued.  During the first quarter of 1997, GTE added 260,000 new 
  domestic cellular customers bringing total U.S. customers served to 
  4,009,000 an increase of 30 percent over a year ago.  Customer growth at 
  GTE's international operations increased 43 percent, bringing total cellular 
  customers served worldwide to 4.8 million.
  
  GTE is one of the largest publicly held telecommunications companies in the 
  world.  In the United States, GTE offers local and wireless service in 29 
  states and long-distance service in all 50 states.  GTE was the first among 
  its peers to offer "one-stop shopping" for local, long-distance and Internet 
  access services.  Outside the United States, where GTE has operated for more 
  than 40 years, GTE serves over 6.5 million customers.  GTE is also a leader 
  in government and defense communications systems and equipment, directories 
  and telecommunication-based information services, and aircraft-passenger 
  telecommunications.
  
                                    - 2 -
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  Other (Income) Expense
  
  Other-net for the first quarter of 1996 includes a pre-tax gain of $12 
  million, resulting from the sale of nonstrategic local-exchange telephone 
  properties.
  
  
  CAPITAL RESOURCES AND LIQUIDITY
  
  Cash from operations for the first three months of 1997 totaled $1.69 
  billion compared to $1.64 billion for the first quarter of 1996.  The 
  increase in cash from operations is primarily due to improved operating 
  results in the first quarter of 1997.
  
  Cash used in investing activities for the first three months of 1997 totaled 
  $857 million, compared with $891 million in the first quarter of 1996.  
  Capital expenditures for the first quarter of 1997 totaled $800 million 
  compared with $729 million in the same period last year.  For the full year 
  1997, capital expenditures are expected to be approximately $4.7 billion 
  compared with $4.1 billion in 1996.  The majority of new investment is being 
  made in GTE's telephone operations to meet the demands of growth, modernize 
  facilities and position GTE as a low-cost provider of high-quality voice, 
  data and video telecommunications services.  Significant capital investments 
  are also being made in GTE's other businesses, such as mobile-cellular, to 
  increase capacity and continue to improve and expand the network.
  
  In addition, under the terms of a recently announced transaction, which was 
  approved by the Board of Directors of both companies, GTE has commenced a 
  cash tender offer to acquire all the outstanding shares of BBN Corporation 
  ("BBN") common stock at a price of $29 per share, or approximately $616 
  million based on the number of shares of BBN stock currently outstanding.  
  As soon as practicable following the conclusion of the tender offer, GTE 
  will initiate a merger through which any remaining shares of BBN not owned 
  by GTE will be converted into cash at the cash tender offer price in the 
  merger.  BBN, based in Cambridge, Massachusetts, is a leading provider of 
  high performance end-to-end Internet solutions such as World Wide Web site 
  hosting, network security, consulting, systems integration, and dedicated 
  and dial-up Internet access for government and commercial customers.  Its 
  2,200 employees have extensive experience in leading-edge Internet and other 
  telecommunications applications.  Twenty-eight years ago, BBN created 
  ARPANET, the forerunner of the Internet.  
  
  Cash used in financing activities for the first three months of 1997 totaled 
  $297 million, compared with $692 million in the same period last year.  
  During the first quarter of 1997, dividend payments of $452 million and the 
  repurchase of 8.6 million shares of GTE common stock for $402 million were 
  partially offset by a $613 million increase in long-term borrowings and 
  preferred securities outstanding.  
  
  In March 1997, GTE's senior debt was upgraded by Standard and Poor's to an 
  "A" rating.  This rating along with the investment grade ratings of GTE's 
  subsidiaries provide ready access to the capital markets at reasonable rates 
  and provides GTE with the financial flexibility necessary to pursue growth 
                                     - 3 -
                          GTE CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
  
  opportunities as they arise.  At March 31, 1997, GTE had $4.5 billion of 
  unused bank lines of credit available to back up commercial paper borrowings 
  and for working capital requirements.
  
  
  RECENT DEVELOPMENTS
  
  On May 7, 1997, in accordance with the Telecommunications Act of 1996 ("the 
  Act"), the Federal Communications Commission ("FCC") announced its decisions 
  concerning price caps, access charge reform, and universal service.  The 
  text of the universal service order was released on May 8, 1997.  The FCC 
  price cap and access reform orders are expected to be released by May 20, 
  1997.  GTE is currently assessing the effect of these recent decisions.  
  
  GTE is continuing to negotiate with requesting carriers over the terms of 
  interconnection, unbundled network elements and resale rates.  In some 
  cases, the parties have been unable to agree within the statutory period for 
  negotiation and have gone to arbitration before various state regulatory 
  commissions.  Since November 1996, a number of state commission decisions 
  determining the prices and terms of unresolved issues were released.  
  Subsequent decisions are expected to be issued throughout 1997.  
  
  GTE is challenging state arbitration decisions in all cases where GTE 
  believes Public Utility Commissions have made arbitrary decisions that are 
  inconsistent with the pro-competitive objective of the Act.  GTE fully 
  endorses genuine local competition.  In 1996 and early 1997, GTE filed one 
  or more complaints in Federal District Court in each of the following 
  states: California, Florida, Hawaii, Illinois, Indiana, Iowa, Kentucky, 
  Michigan, Minnesota, Missouri, Nebraska, New Mexico, Ohio, Oklahoma, Oregon, 
  Pennsylvania, Texas, Virginia, Washington and Wisconsin.  Several complaints 
  have been dismissed without prejudice to refiling because approval of 
  arbitrated agreements have not been received from state commissions.  As 
  such approvals are obtained, GTE is filing new complaints.  
  
  In May 1997, GTE announced initiatives to become a leading national provider 
  of telecommunications services, including the acquisition of BBN 
  Corporation, a leading provider of end-to-end Internet solutions.  In 
  addition, GTE announced a strategic alliance with Cisco Systems, Inc. to 
  jointly develop enhanced data and Internet services for customers; and, the 
  purchase of a national, state-of-the-art fiber-optic network from Qwest 
  Communications.  For additional information, including the modification of 
  certain financial projections previously made by GTE, reference is made to 
  GTE Corporation's Form 8-K and Schedule 14D-1 and 13D filed on May 6, 1997 
  and May 12, 1997, respectively, which are incorporated herein by reference.
  
  In April 1997, GTE announced the relocation of its corporate-staff functions 
  to the greater-Dallas area, where its Telephone Operations and Directories 
  businesses are headquartered.  The transfers to Dallas and the consolidation 
  of certain staffs are expected to begin within the next few months, and will 
  continue through 1998.  GTE is continuing to develop the specific transition 
  plan associated with the announcement which will determine the timing and 
  extent of any financial impact.  
                                     - 4 -
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                       CONDENSED CONSOLIDATED BALANCE SHEETS
  
  
  
                                                    March 31,     December 31,
                                                      1997            1996   
                                                         (In Millions)      
  
                 ASSETS
  
  CURRENT ASSETS:
     Cash and cash equivalents                       $   942      $   405
     Receivables, less allowances
       of $316 and $299 million                        4,232        4,482
     Inventories and supplies                            811          673
     Deferred income tax benefits                        177          200
     Other                                               335          273
       Total Current Assets                            6,497        6,033
  
  
  PROPERTY, PLANT AND EQUIPMENT, at cost              53,709       53,481
       Accumulated depreciation                      (31,039)     (30,579)
  
  
       Total Property, Plant and Equipment, net       22,670       22,902
  
  
  INVESTMENTS AND OTHER ASSETS:
     Employee benefit plans                            3,774        3,639
     Franchises, goodwill and other intangibles,
        net of accumulated amortization of
           $507 and $488 million                       2,495        2,507
     Investments in unconsolidated companies           2,103        2,035
     Other assets                                      1,401        1,306
       Total Investments and Other Assets              9,773        9,487
  
  
       Total Assets                                  $38,940      $38,422
  
  
  
  
  
  
  
  
  
  
           The accompanying notes are an integral part of these statements.
  
  
  
                                      - 5 -
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                       CONDENSED CONSOLIDATED BALANCE SHEETS
  
  
                                                    March 31,     December 31,
                                                      1997            1996   
                                                         (In Millions)
  
       LIABILITIES AND SHAREHOLDERS' EQUITY
  
  
  CURRENT LIABILITIES:
     Short-term obligations, including
       current maturities                             $ 2,234       $ 2,497
     Accounts payable and accrued expenses              3,977         4,156
     Taxes payable                                        932           754
     Dividends payable                                    471           472
     Other                                                470           435
       Total Current Liabilities                        8,084         8,314
  
     Long-term debt                                    13,924        13,210
     Employee benefit plans                             4,734         4,688
     Deferred income taxes                              1,548         1,474
     Minority interests in equity of subsidiaries       2,329         2,316
     Other liabilities                                  1,099         1,084
       Total Liabilities                               31,718        31,086
  
  
  SHAREHOLDERS' EQUITY:
     Common stock - shares issued 982,551,954
        and 980,911,281                                    49            49
     Additional paid-in capital                         7,270         7,248
     Retained earnings                                  1,585         1,370
     Guaranteed ESOP obligations                         (568)         (575)
     Treasury stock- 25,489,605 and
       17,813,275 shares, at cost                      (1,114)         (756)
       Total Shareholders' Equity                       7,222         7,336
  
  
       Total Liabilities and Shareholders' Equity     $38,940       $38,422
  
  
  
  
  
          The accompanying notes are an integral part of these statements.
  
  
  
  
  
                                     - 6 -
  
                          GTE CORPORATION AND SUBSIDIARIES
  
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  
                                                           Three Months Ended
                                                                March 31     
                                                          1997           1996
                                                             (In Millions)
  Operations
     Net income                                        $   665        $  616
  
     Adjustments to reconcile net income 
       to net cash from operations:
          Depreciation and amortization                    956           929
          Change in current assets and current   
            liabilities, excluding the effects of
            acquisitions and dispositions                   (6)           17
          Deferred income taxes and other - net             76            77
          Net cash from operations                       1,691         1,639
  
  Investing
     Capital expenditures                                 (800)         (729)
     Other - net                                           (57)         (162)
          Net cash used in investing                      (857)         (891)
  
  Financing
     Common stock issued                                   107           157
     Purchase of treasury stock                           (402)         (205)
     Long-term debt and preferred securities issued        613           546
     Long-term debt and preferred securities retired       (88)          (82)
     Dividends paid                                       (452)         (456)
     Decrease in short-term obligations,
        excluding current maturities                       (66)         (697)
     Other - net                                            (9)           45
          Net cash used in financing                      (297)         (692)
  
  Increase in cash and cash equivalents                    537            56
  
  Cash and cash equivalents:
     Beginning of period                                   405           332
     End of period                                      $  942        $  388
  
     Cash paid during the period for:
       Interest                                         $  203        $  198
       Income taxes                                        125           119
  
  
  
  
  
          The accompanying notes are an integral part of these statements.
  
  
  
  
                                     - 7 -
  
                         GTE CORPORATION AND SUBSIDIARIES
  
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
  
  (1)  BASIS OF PRESENTATION:
  
       The unaudited Condensed Consolidated Financial Statements included
       herein have been prepared by the Company pursuant to the rules and
       regulations of the Securities and Exchange Commission.  Certain
       information and footnote disclosures normally included in financial
       statements prepared in accordance with generally accepted accounting
       principles have been condensed or omitted pursuant to such rules and
       regulations.  However, in the opinion of management of the Company, the
       Condensed Consolidated Financial Statements include all adjustments,
       which consist only of normal recurring accruals, necessary to present
       fairly the financial information for such periods.  These Condensed
       Consolidated Financial Statements should be read in conjunction with
       the consolidated financial statements and the notes thereto included in
       the Company's 1996 Annual Report on Form 10-K.
  
  
  (2)  PROPERTY SALES:
  
       In connection with the program to sell or trade a small percentage of
       nonstrategic domestic local-exchange telephone properties, during the
       first quarter of 1996, GTE recorded a pre-tax gain of $12 million,
       which increased net income by $8 million, or $.01 per share.
  
  
  (3)  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
  
       In February 1997, the Financial Accounting Standards Board issued
       Statement of Financial Accounting Standards No. 128, "Earnings per
       Share" ("FAS 128"), establishing standards for computing and presenting
       earnings per share ("EPS").  The new standard is effective for year-end
       1997 financial statements.  Upon adoption, all prior-period EPS data,
       including the first three quarters of 1997, must be restated.  
  
       The goal of FAS 128 is to harmonize the EPS calculation in the United
       States with those common in other countries and to simplify complex
       provisions of APB Opinion No. 15, "Earnings per Share" ("APB 15").  The
       primary change is that the concept of primary EPS has been replaced by
       basic EPS.  Basic EPS is computed by dividing reported earnings
       available to common stockholders by weighted average shares
       outstanding.  No dilution for any potentially dilutive securities is
       included.  Fully diluted EPS, now called diluted EPS, is still
       required.
  
       As required, GTE currently calculates EPS in accordance with APB 15.
       Had GTE calculated EPS in accordance with FAS 128, basic EPS and
       diluted EPS would not have been materially different than the amounts
       reported as primary and fully diluted EPS in accordance with APB 15.
  
  
                                    - 8 -
  
  PART II.  OTHER INFORMATION
  
  
  Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
           (a)  Annual Meeting - April 16, 1997
  
           (b)  Proxies for the meeting were solicited pursuant to Regulation
                14A.  There was no solicitation in opposition to management's
                nominees as listed in the proxy statement.  All of
                management's nominees as listed in the proxy statement were
                elected, the vote on said proposal being as follows:
  
                                                 Shares Voted
  
                  Directors            Shares For             Shares Withheld
  
               Class II Directors:
                 James R. Barker       788,906,809               24,536,890
                 Robert F. Daniell     787,993,791               25,449,908
                 Richard W. Jones      780,803,138               32,640,561
                 Michael T. Masin      787,696,448               25,747,252
  
           (c)  Other matters voted upon:
  
  
            Proposal to Ratify the Appointment of Auditors
  
            Shareholders ratified the appointment of Arthur Andersen LLP to 
            conduct the annual audit of the financial statements of GTE 
            Corporation and its subsidiary companies for the year ending 
            December 31, 1997.  The vote was:
  
            FOR - 798,141,691 shares, or 98.98 percent of the shares voted.
  
            AGAINST - 8,249,700 shares, or 1.02 percent of the shares voted.
  
            ABSTENTIONS - 7,052,309 shares.
  
  
            Proposal to Adopt the GTE Corporation 1997 Executive
            Incentive Plan
  
            Shareholders voted for the adoption of the GTE Corporation 1997
            Executive Incentive Plan.  The vote was:
  
            FOR - 716,625,423 shares, or 90.05 percent of the shares voted.
  
            AGAINST - 79,215,808 shares, or 9.95 percent of the shares voted.
  
            ABSTENTIONS - 17,602,467 shares.
  
  
                                    - 9 -
  
  Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - (Continued)
  
  
           Proposal to Adopt the GTE Corporation 1997 Long-Term
           Incentive Plan
  
           Shareholders voted for the adoption of the GTE Corporation 1997
           Long-Term Incentive Plan.  The vote was:
  
           FOR - 694,163,149 shares, or 87.18 percent of the shares voted.
  
           AGAINST - 102,054,780 shares, or 12.82 percent of the shares voted.
  
           ABSTENTIONS - 17,225,770 shares.
  
  
           Proposal to Eliminate the Staggered Election of Directors
  
           Shareholders voted against a shareholder proposal to eliminate the
           staggered election of Directors.  The vote was:
  
           FOR - 287,725,149 shares, or 42.92 percent of the shares voted.
  
           AGAINST - 382,617,749 shares, or 57.08 percent of the shares voted.
  
           ABSTENTIONS - 19,938,085 shares.
  
           BROKERS NON-VOTES - 123,162,716 shares.
  
  
           Proposal that the Board of Directors Provide a Comprehensive Report
           on Foreign Military Sales
  
           Shareholders voted against a shareholder proposal to require the
           Board of Directors to provide a comprehensive report on GTE's
           foreign military sales.  The vote was:
  
           FOR - 110,589,976 shares, or 17.00 percent of the shares voted.
  
           AGAINST - 539,855,667 shares, or 83.00 percent of the shares voted.
  
           ABSTENTIONS - 39,835,440 shares.
  
           BROKERS NON-VOTES - 123,162,616 shares.
  
  
  
  
  
  
  
  
  
                                    - 10 -
  
  Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - (Continued)
  
           Proposal that the Rights Issued Under GTE's Rights Plan be
           Redeemed or Put to a Shareholder Vote
  
           Shareholders voted against a shareholder proposal to redeem
           the Rights issued under GTE's Rights Plan or submit the Rights
           Plan to a shareholder vote.  The vote was:
  
           FOR - 331,570,682 shares, or 49.67 percent of the shares voted.
  
           AGAINST - 335,961,106 shares, or 50.33 percent of the shares voted.
  
           ABSTENTIONS - 22,749,295 shares.
  
           BROKERS NON-VOTES - 123,162,616 shares.
  
  
           Proposal to Establish Criteria to Limit Executive Officers'
           Compensation
  
           Shareholders voted against a shareholder proposal to establish
           criteria to limit executive officers' compensation so that it does
           not exceed 75 times the wages of the average hourly employee and
           to more closely link executive wages and compensation to company
           profits.  The vote was:
  
           FOR - 120,540,800 shares, or 18.09 percent of the shares voted.
  
           AGAINST - 545,655,095 shares, or 81.91 percent of the shares voted.
  
           ABSTENTIONS - 24,095,131 shares.
  
           BROKERS NON-VOTES - 123,152,673 shares.
  
  
  Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
  
           (a)  Exhibits required by Item 601 of Regulation S-K.
  
                (11)    Statement re: Calculation of earnings per common
                        share
  
                (12)    Statement re:  Calculation of the ratio of earnings to
                        fixed charges
  
                (23)    Consent of Independent Public Accountants
  
                (27)    Financial Data Schedule
  
           (b)  GTE filed a report on Form 8-K dated January 21, 1997 under
                Item 7, "Financial Statements and Exhibits."  No financial
                information was included with this report.  GTE also filed a
                report on Form 8-K dated January 28, 1997 under Item 7,
                "Financial Statements and Exhibits."  Financial information
                was included with this report.  
  
                                    - 11 -
  
                                    SIGNATURES
  
  
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the 
  registrant has duly caused this report to be signed on its behalf by the 
  undersigned thereunto duly authorized.
  
                                                         GTE CORPORATION
                                                 .............................
                                                           (Registrant)
  
  
  
  
  
  Date:  May 14, 1997                             By    Lawrence R. Whitman
                                                 .............................
                                                        Lawrence R. Whitman    
                                                   Vice President - Controller
  
  
  
  
  Date:  May 14, 1997                             By      Marianne Drost
                                                 .............................
                                                          Marianne Drost  
                                                            Secretary
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        - 12 -