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<PAGE>
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q


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

                     For quarterly period ended JUNE 30, 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 No. 0-8301


                         GOLDEN TRIANGLE INDUSTRIES, INC.
              (Exact Name of Registrant as Specified in its Charter)


      State of Colorado                                           25-1302097  
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification #)


                             8504 Sonoma Valley N.E.
                              Albuquerque, NM  87122
                     (Address of Principal Executive Offices)

                                  (505) 856-5075
                  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 of 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.  [X] Yes   [ ] NO     


                   570,200 Shares, Common Stock, $.001 Par Value
           Number of shares outstanding of each of the issuer's classes
                     of common stock, as of June 30, 1997
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<PAGE>

PART I.   FINANCIAL INFORMATION  

Item 1.   Financial Statements

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<PAGE>

     REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Golden Triangle Industries, Inc.
Albuquerque, New Mexico

We have reviewed the accompanying consolidated balance sheet of Golden
Triangle Industries, Inc. and Subsidiaries as of June 30, 1997, and
the related consolidated statements of operations and cash flows for
the six months ended June 30, 1997 and 1996.  These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical review procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a
whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements for them
to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December 31,
1996, and the related consolidated statements of operations, retained
earnings and cash flows for the year then ended (not presented
herein); and in our report dated March 16, 1997, we expressed an
unqualified opinion on those financial statements.  In our opinion,
the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1996 is fairly stated in all material
respects in relation to the consolidated balance sheet from which it
has been derived.


     /s ROBERT EARLY & COMPANY     
Robert Early & Company, P.C.
Abilene, Texas
August 12, 1997
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<PAGE>
<TABLE>
                   GOLDEN TRIANGLE INDUSTRIES, INC.
                      CONSOLIDATED BALANCE SHEETS

<CAPTION>  
                                             June 30           December 31
                                               1997                1996   
                                            (Unaudited)
<S>                                        <C>                <C>
               ASSETS
CURRENT ASSETS
   Cash                                    $    70,928        $   298,521
   Accounts receivable - trade                 789,009            411,450
   Accounts receivable - other                     275             68,471
   Amounts receivable - officers               100,470             95,663
   Inventory (raw materials)                   200,000                 - 
   Notes receivable - current portion           83,157             37,656
   Marketable securities at lower 
      of aggregate cost or market               54,228             43,756
                                           -----------        -----------
      Total Current Assets                   1,298,067            955,517
                                           -----------        -----------
PROPERTY AND EQUIPMENT     
   Land                                        988,193            525,450
   Oil and gas properties (full 
      cost method)                           2,838,660          2,793,583
   Production equipment                      1,986,445          2,388,179
   Office furniture and equipment               90,195             59,531
   Well leasehold and water rights             200,000            200,000
   Buildings and real estate                   187,500                 - 
   Accumulated depreciation, depletion
      and amortization                      (1,452,585)        (1,312,245)
                                           -----------        -----------
      Net Property and Equipment             4,838,408          4,654,498
                                           -----------        -----------
OTHER ASSETS
   Cash - restricted                           100,904            100,954
   Notes receivable - long term                308,307            396,751
   Other investments                           417,930            417,930
   Goodwill (net of amortization)               25,113             27,047
                                           -----------        -----------
      Total Other Assets                       852,254            942,682     
                                           -----------        -----------
TOTAL ASSETS                               $ 6,988,729        $ 6,552,697
                                           ===========        ===========

  LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                        $    83,093        $    46,665
   Accrued payroll                              15,461             12,012
   Income taxes payable                        279,186             67,732
   Deferred income taxes - current              23,155             23,980
                                           -----------        -----------
Total Current Liabilities                      400,895            150,389
                                           -----------        -----------

   Deferred income taxes - non-current         105,894            242,704

STOCKHOLDERS' EQUITY
   Preferred stock, $.10 par value 
      (1,000,000 authorized)
      Series A (3,311 outstanding)                 331                331
      Series B (53,882 outstanding)              5,388              5,388
   Common stock, $.001 par value 
      (100,000,000 shares authorized; 
      570,200 and 558,202 outstanding)             570                558
   Additional paid-in capital                7,205,570          7,120,184
   Stock to be issued                               -              11,250
   Treasury stock (29,397 & 14,962 shares)    (260,458)          (137,983)
   Unrealized gain/(loss) on 
      marketable securities                     (3,381)            (5,753)
   Accumulated deficit                        (466,080)          (834,371)
                                           -----------        -----------
      Total Shareholders' Equity             6,481,940          6,159,604
                                           -----------        -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
      EQUITY                               $ 6,988,729        $ 6,552,697
                                           ===========        ===========

<FN>    
See Accompanying Notes to Financial Statements  
</TABLE>
  
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<PAGE>
<TABLE>
                            GOLDEN TRIANGLE INDUSTRIES, INC.
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                  Periods Ended June 30
                                      (Unaudited)

<CAPTION>  
                                           Three Months Ended                 Six Months Ended
                                               June 30,                           June 30,
                                             1997           1996              1997           1996   
<S>                                     <C>             <C>             <C>             <C>
OPERATING REVENUES
  Disposal & service fees               $  573,071      $   584,964     $ 1,200,469     $ 1,122,804
  Oil and gas production                   125,526           79,464         261,026         133,074
  Rental income                              2,353          109,727           2,353         109,727
  Gain on sale of operating
    assets                                  25,862               -           25,862              -
  Miscellaneous                              1,837            1,809           1,852           1,849
                                        ----------      -----------     -----------     -----------
  Total Operating Revenues                 728,649          775,964       1,491,562       1,367,454
                                        ----------      -----------     -----------     -----------
             
COST OF REVENUES                
  Australian marketing costs                37,358           24,155          73,218          38,400
  Production expenses & taxes                1,796            1,866           2,484           3,917
  Contract services                         13,166           15,716          25,294          23,608
   Direct materials & supplies              36,065           80,159          84,042         141,475
   Lease costs                              36,537           29,182          86,253          68,250
   Utilities                                11,476           13,679          24,894          29,060
                                        ----------      -----------     -----------     -----------
            Total Costs of Revenues        136,398          164,757         296,185         304,710
                                        ----------      -----------     -----------     -----------
GROSS PROFIT                               592,251          611,207       1,195,377       1,062,744
                                        ----------      -----------     -----------     -----------

OPERATING EXPENSES              
   Depreciation, depletion &
     amortization                          112,708          113,260         221,918         196,154
   Personnel costs                          71,620           58,604         132,152         125,060
   Directors fees                            1,200            3,500           3,750           3,500
   Advertising & public 
     relations                              93,622           65,514         102,724          97,036
   Repairs and maintenance                  22,178           20,833          58,407          37,645
   Professional fees                        11,890           14,732          36,327          51,639
   Rent                                      4,144            5,588          10,487          10,907
   Taxes                                    14,706            7,904          19,527          15,520
   Loss on disposal of assets                   -             5,873              -            7,454
   Other expenses                           49,223           35,153          96,499          75,156
                                        ----------      -----------     -----------     -----------
   Total Operating Expenses                381,291          330,961         681,791         620,071
                                        ----------      -----------     -----------     -----------          
  
INCOME/(LOSS) FROM OPERATIONS              210,960          280,246         513,586         442,673
             
OTHER INCOME/(EXPENSES)         
   Interest & dividend income               12,819            8,517          21,452           9,073
   Interest expense                           (518)         (18,035)           (518)        (18,049)
   Transfer fees                             3,748            2,140           4,908           5,314
   Gain/(loss) on sale of 
     securities                                 -                -            7,887             (40)
                                        ----------      -----------     -----------     -----------
INCOME/(LOSS) BEFORE INCOME
   TAXES                                   227,009          272,868         547,315         438,971
            
   Australian income taxes                  20,119           10,211          45,112          16,079
   Income taxes - federal 
     and state                             172,699            7,397         313,365          35,419
   Deferred income taxes                  (181,421)         131,158        (179,453)        132,355
                                        ----------      -----------    
-----------     -----------            
NET INCOME/(LOSS)                       $  215,612      $   124,102     $   368,291     $   255,118
                                        ==========      ===========     ===========     ===========             
INCOME/(LOSS) PER SHARE                 $     0.40      $      0.14     $      0.68     $      0.25
                                        ==========      ===========     ===========     ===========
Weighted Average Shares
   Outstanding                             538,567          897,911         541,356       1,009,222
                                        ==========      ===========     ===========     ===========

<FN>    
See Accompanying Notes to Financial Statements  

</TABLE>

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<PAGE>
<TABLE>
                         GOLDEN TRIANGLE INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
          
<CAPTION>
                                                           Six Months Ended June 30
                                                            1997            1996
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income/(loss)                                   $   368,291    $   255,118
   Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation, depletion and amortization             221,918        232,304
      Loss/(gain) on sale of securities                    (33,746)         7,494
   (Increase)/decrease in restricted cash                       50       (100,399)
   (Increase)/decrease in receivables                     (266,420)      (773,731)
   Increase/(decrease) in amounts due to
      related parties                                       (4,807)       (29,507)
   Increase/(decrease) in inventory                       (200,000)            - 
   Increase/(decrease) in accounts payable                  39,877         34,910
   Increase/(decrease) in tax liabilities                   73,819        117,531
                                                       -----------    -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                  198,982       (256,280)
                                                       -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                   (1,051,827)      (203,505)
   Purchase of marketable securities                       (51,108)            - 
   Purchase of treasury stock                             (122,475)       (12,958)
   Proceeds from sale of assets                            724,688         50,300
                                                       -----------    -----------
NET CASH USED BY INVESTING ACTIVITIES                     (500,722)      (166,163)
                                                       -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuing stock                              74,147             - 
   Proceeds from related party loans                            -         433,000
   Loans to related parties                                (98,000)            - 
   Repayment from/(to) related parties                      98,000        (58,000)
   Repayment of debt                                            -         (24,922)
                                                       -----------    -----------
NET CASH PROVIDED/(USED) BY FINANCING 
   ACTIVITIES                                               74,147        350,078
                                                       -----------    -----------
   NET INCREASE/(DECREASE) IN CASH                        (227,593)       (72,365)

CASH AT BEGINNING OF YEAR                                  298,521         86,255
                                                       -----------    -----------
   CASH AT END OF PERIOD                               $    70,928    $    13,890
                                                       ===========    ===========

Supplemental Disclosures - Non-cash Investing 
   and Financing Transactions
   
   Cash paid for interest                              $       518    $     1,174
   Cash paid for income taxes                               59,187         27,272


<FN>    
See Accompanying Notes to Financial Statements  
</TABLE>

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<PAGE>
                         GOLDEN TRIANGLE INDUSTRIES, INC.
        SELECTED INFORMATION FOR CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)
                              June 30, 1997


NOTE 1:  BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in
accordance with the generally accepted accounting principles for interim
financial information and with instructions to Form 10-01 of Regulation
S-X.  They do not include all information and footnotes required by
generally accepted accounting principles for complete financial
statements.  However, except as disclosed herein, there has been no
material change in the information included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.  In the opinion
of Management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  The
report of Robert Early & Company, P.C. commenting on their review
accompanies the condensed financial statements included in Item 1 of Part
1.  Operating results for the six month period ended June 30, 1997, are
not necessarily indicative of the results that may be expected for the
year ending December 31, 1997.


NOTE 2:  REVERSE STOCK SPLIT

During May 1997, the board of directors and shareholders approved a
reverse stock split in the ratio of one for 3.5 shares held.  This
reverse split was approved in an effort to improve the share price of
the outstanding shares in order to be able to move up in the markets 
for the stock of the Company.  The ultimate goal is to make the stock 
more tradeable.

The stock amounts and paid in capital at December 31, 1996 have been
restated in order to provide comparative information.  The weighted
average shares and the earnings per share have also been restated to
present the information on a consistent basis.

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<PAGE>

NOTE 3: ACQUISITION OF PRODUCING ROYALTIES

During the first and second quarters of 1997, the Company acquired
additional interests in Australian producing concessions 299P and 267P. 
These interests were purchased at approximately 36 month payout based on
current production levels.  However, activity on these concessions
indicates increased development work by the operator.  As illustrated in
the financial statements, revenues from oil and gas which is primarily
from Australia increased significantly over the prior year.  Total costs
incurred were $41,428.


NOTE 4: OTHER RECEIVABLES

During the first quarter, the Company loaned $50,000 to Dewatering, Inc.,
a startup Company specializing in unique controlled fluid disposal.  This
loan carries a 5% interest rate and calls for Dewatering to issue stock
equal to 5% of its outstanding shares to the Company.  This note is
collateralized by personal guarantees from officers of Dewatering, Inc.

During the second quarter, the Company loaned $31,500 to Osage
Environmental, Inc. for the purchase of a tractor and trailer.  This note
is secured by the equipment.  The Company is to receive its loan back and
retain an ongoing percentage of the revenue from the equipment.


NOTE 5:  UTILIZATION OF TAX LOSS CARRY-FORWARDS

During 1996, the Company essentially used up all of its tax loss carry-
forwards in offsetting and reducing its income tax liabilities. 
Beginning in 1997, the Company does not have loss carry-forwards to
offset its income tax liability and will be forced to utilize a portion
of its cash flow to pay income taxes.


NOTE 6:  SALE OF PROPERTY AND ACQUISITION OF PROPERTY

During June 1997, the Company sold the Amando salt water disposal well
and all related fixtures and equipment to TransTexas Gas Corporation
(TransTexas) for cash of $410,913 and a promise to make certain
improvements to the Altair property described below.  This transaction
was the result of the exercise by TransTexas of an option which it held
under the original sale contract for the Company's purchase of this
facility in 1996.  Under that agreement, TransTexas had an option to
repurchase the facility at any time within five years.  The sale of this
facility results in the removal of assets with original costs of
$750,246.

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<PAGE>

On June 30, 1997, the Company purchased 95% of a 2881.8 acre property
known as the Altair Ranch from Parker Brothers & Co. Inc. for $1,096,100
cash.  The purchase includes all existing materials located on the land
and approximately 90% of the mineral rights.  The Company intends to sell
off existing land materials and develop storage facilities for oil and gas
equipment as well as pursue the possibility of building salt water
disposal facilities, which is the main source of revenues for the
Company.  This property has several possible uses which the Company
intends to explore.  As mentioned above, TransTexas agreed to perform
certain work on this property in the way of improvements.  The estimated
value of these services is a minimum of $269,000 which was included in
the sale price of the Amando disposal.  

The purchase price was allocated to existing assets under the terms of
the contract.  A summary of the allocation follows: buildings and
depreciable real estate - $127,500; fencing and equipment - $246,000;
water retention facilities - $60,000; land - $462,743; inventory of raw
materials - $200,000.  The improvements TransTexas is to make includes
rebuilding office/storage facilities, drilling two disposal wells,
clearing land, provision of water holding tanks and pumps, and installing
new gates.

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<PAGE>

Item 2:  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

ASSETS:

The Company's total assets have continued to increase, rising to
$6,988,729 at June 30, 1997.  This represents a 7% increase in total
assets in the past six months.  The increase is primarily attributable
to the major land acquisition of the Altair Ranch near Houston, Texas
for $1,096,100.  The ranch assets include the land, buildings,
fencing, equipment, water retention facilities, and raw materials. 
The balance sheet categories of land, buildings and other real estate,
and inventory (raw materials) increased because of this acquisition. 
However, the Company sold its Amando disposal facility which resulted
in a decrease in the production equipment category even after the
addition of some production equipment assets from the Altair purchase. 
The sale of the Amando was to TransTexas Gas Corporation for cash of
$410,913 and a promise to make certain improvements at the Altair
property including rebuilding storage facilities, drilling two
disposal wells, clearing land, providing tanks and pumps, and
installing new gates.  These services have a minimum estimated value
of $269,000 which was included in the sale price of the Amando and is
a component of accounts receivable-trade at June 30, 1997.  Of the
remainder of accounts receivable-trade, $49,077 is attributable to oil
and gas receivables and the balance is due to salt water disposal
operations.  It is not uncommon for receivables to be high when
providing services to energy companies.  

The Company's cash position was down to $70,928 on June 30, 1997,
compared to $298,521 at December 31, 1996, because of the cash outlay
for the purchase of the Altair Ranch which closed on June 30, 1997. 
Current assets remained about the same when comparing June 30, 1997 to
June 30, 1996, while net property and equipment increased because of
the ranch acquisition discussed above.  

The $100,904 cash-restricted item under other assets represents a cash
bond in place for Southwest Tire Processors, Inc. (SWTP).  This bond
is expected to be released back to the Company during the third
quarter of 1997.  Other investments totaling $417,930 consists of the
Company's 7% ownership in Signature Motorcars, Inc., a 12.5% interest
in SWTP, and a 20% participation in Oil Seeps, Inc.  The notes
receivable-long-term consists of $151,724 due from SWTP with the
balance due from the non-current portion of Apache Ranch land sales.

Current liabilities were reduced when comparing June 30, 1997 to June
30, 1996, but increased when comparing to December 31, 1996 because of
income taxes payable.  During 1996, the Company used up its tax loss
carry-forwards that had been offsetting and reducing income tax
liabilities and will have to begin paying income taxes in 1997.

The ratio of current assets to current liabilities represents the
Company's liquidity.  The liquidity ratio at June 30, 1997 was 3.24:1
compared with 5.35:1 at December 31, 1996 and 1.86:1 on June 30, 1996. 
It is important to note that the Company has no bank or other debt
against its assets.

Stockholders' equity continued to build for the Company to $6,481,940
on June 30, 1997.  This is up $322,336 over December 31, 1996 and
$525,928 over June 30, 1996.  

REVENUES:

Total operating revenues remained about the same comparing the first
quarter ($762,913) to the current quarter ($728,649), however, the
first six months revenues of 1997 were $1,491,562 which is up from
$1,367,454 for the same period of 1996.  This represents a 9% increase
in revenues.  Revenues for the second quarter of 1996 were $775,964
which is also about the same as the current quarter.  The most
significant change in revenues is the increase in oil and gas
revenues, increasing from $79,464 for the second quarter in 1996 to
$125,526 for the current quarter.  This represents a 58% increase in
revenues for this comparison and a 96% increase in oil and gas
revenues when comparing the first half of 1997 to the first half of
1996.  The increase is due to increased oil sales in Australia on the
Company's overriding royalties, especially ATP 299 and ATP 267. 
Australian revenues accounted for $113,246 out of the second quarter's
oil and gas revenues and $212,253 out of the first half of 1997 oil
and gas revenues.  Santos, the operator of ATP 299, has been very
aggressive in building production through additional drilling and
through efforts to bring existing wells into production.  Oil and gas
revenues for the previous quarter was $135,500 which is approximately
the same as the current quarter.  

The Company acquired additional interests during the second quarter in
ATP 299 and ATP 267 which add to interests already owned in these
Australian oil an gas concessions.  Note 3 of the financial statements
provides additional information regarding the purchase of these
interests for $41,428.

Of major importance is the acquisition of 95% of the 2,881.8 acre
Altair Ranch which is located within 45 miles of Houston, Texas.  The
sources of potential revenues for both short and long term are very
exciting for the Company.  See Note 6 of the financial statements for
further information.  

COST OF REVENUES:

Cost of revenues has remained fairly constant when comparing the
current quarter to the previous quarter, as well as to the second
quarter of 1996.  The item that did increase was the Australian
marketing costs.  This cost is directly related to the increase in oil
production from the Australian producing properties.  Direct materials
and supplies continued to decline from $80,159 for the quarter ended
June 30, 1996 and $47,977 for the quarter ended March 31, 1997 to the
current quarter amount of $36,065.  The six month figures also
reported a decline in material and supplies expenses from 1996 to 1997
($141,475 to $84,042, respectively).  This decline in materials and
supplies expense is related to the revamping and upgrading of certain
equipment and facilities in previous quarters.

Gross profit after costs of revenues remained about the same for the
second quarter of 1997 ($592,251) as the second quarter of 1996
($611,207) as well as the quarter ended March 31, 1997 which reported
$603,126 in gross profit.  The first six months gross profit of 1997
($1,195,377) increased $132,633 over the same six month period in 1996
($1,062,744).

OPERATING EXPENSES:

There were no material differences in operating expenses when
comparing the second quarter of 1997 ($381,291) to the previous
quarter ($300,500) or to the second quarter of 1996 ($330,961).  The
six month comparisons were also about the same.

Income from operations declined from $302,626 for the previous quarter
to $210,960 for the current quarter and also decreased when comparing
to the second quarter of 1996 ($280,246).  The six month periods,
however, reflect an increase when comparing the first six months of
1996 ($442,673) to the first six months of 1997 ($513,586).

NET INCOME:

Income before taxes for the current quarter reached $227,009 compared
to $320,306 for the previous quarter, and $272,868 for the second
quarter of 1996.  The income before taxes for the first six months of
1997 ($547,315) increased $108,344 over the same period in 1996
($438,971).

Net income for the current quarter is $215,612 compared to $152,679
for the previous quarter and $124,102 for the second quarter in 1996. 
These net income figures reflect a $.40 per share earnings for the
current quarter, $.28 for the previous quarter, and $.14 for the
second quarter of 1996.  The first six months of 1997 reported net
income of $368,291 compared to the same period of 1996 of $255,118. 
Per share earnings are $.68 and $.25 respectively.  See Note 2 of the
financial statements regarding the effect of the 1 for 3.5 reverse
stock split on the Company's financial statements.
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<PAGE>

PART II - OTHER INFORMATION

  
Item 6:  Exhibits and Reports on Form 8-K  
  
         a. Exhibits  
  
            Exhibit 27. Financial Data Schedule
  
         b. Reports on Form 8-K  
  
            The Company filed a Form 8-K on June 28, 1997 regarding 
            the sale of its Amando salt water disposal facility and 
            the purchase of the 2,881.8 acre Altair Ranch.
                                  
  



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 hereunto duly authorized.


                              GOLDEN TRIANGLE INDUSTRIES, INC.
                                     
                              
August 19, 1997               /s/  SHAWNA OWENS
                              Shawna Owens, Treasurer
                              Principal Financial Officer
                              Principal Accounting Officer 
                              
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<PAGE>