<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended                          Commission File Number:
  March 31, 1997                                           0-14063

                    BARRISTER INFORMATION SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

            New York                                           16-1176561
(State or other jurisdiction of                             (I.R.S. Employer
incorporation of organization)                             Identification No.)

 465 Main Street, Buffalo, New York                               14203
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (716) 845-5010

                  ============================================
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: None.
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
                          Common Stock, $.24 par value
                                (Title of Class)

          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
                                       -----    -----

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X.
                            --

          The aggregate market value of Common Stock held by non-affiliates of
the registrant, based upon the closing price of the Common Stock on June 13,
1997, was approximately $3.6 million.

          The number of shares outstanding of the Registrant's common stock,
$.24 par value, was 8,201,300 at June 13, 1997.

                       DOCUMENTS INCORPORATED BY REFERENCE

          Parts I, II and IV incorporate by reference portions of the Barrister
Information Systems Corporation Annual Report to Shareholders for the fiscal
year ended March 31, 1997 (the "Company's 1997 Annual Report"). Part III
incorporates by reference portions of the Barrister Information Systems
Corporation Proxy Statement for the Annual Meeting of Shareholders to be held on
September 4, 1997 (the "Company's definitive Proxy Statement to be dated July
24, 1997").


<PAGE>   2



                                     PART I

ITEM 1.       BUSINESS

GENERAL

              Barrister Information Systems Corporation (the "Company") is a
national supplier of Windows-based client server software for law firms,
accounting firms, consultants and departments of Fortune 1000 companies. In
addition, the Company provides equipment maintenance services on a nationwide
basis.

              The Company was formed in 1972 as the Office Automation Division
of Comptek Research, Inc. ("Comptek"). On March 26, 1982, the division was
incorporated under the laws of New York as Barrister Information Systems
Corporation and was spun off to the Comptek shareholders as a separate company.
In July 1985, the Company sold shares of its common stock in its initial public
offering. The Company's shares are currently traded on the American Stock
Exchange.

              The Company's headquarters are at 465 Main Street, Buffalo, New
York 14203, telephone 716-845-5010. In addition, the Company has a number of
sales and services offices throughout the United States.

FORWARD-LOOKING STATEMENT

              When used in this report, the words "expects", "believes" and
"intends" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those projected. Readers
are cautioned not to place undue reliance on these forward-looking statements
which speak only as of the date hereof. The Company undertakes no obligation to
republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrences of unanticipated events.
Readers are also urged to carefully review and consider the various disclosures
made by the Company which attempt to advise interested parties of the factors
which affect the Company's business in the Company's periodic reports on Form
10K and 10Q filed with the Securities and Exchange Commission.

SOFTWARE MARKET

              The Company was the first to offer and install an all
Window's-based firm management software for medium to large sized law firms. The
Company now sells its Windows-based client server software product, Javelan, and
software support services principally to the U.S. law firm market and to law
firms in Canada and the Caribbean. Javelan software is used by law firms for
firm management and to keep track of the time of attorneys and paralegals to
enable them to bill their clients. In addition, the software provides the law
firm with other applications such as executive information, collections, general
ledger and accounts payable. Javelan is also being sold in the accounting,
consulting and corporate markets for organizations seeking time and billing or
time and cost allocation capability. The Company currently expects that the
majority of sales will come from the legal market.

              The markets pursued by the Company are concentrated in major
cities throughout the United States. There are numerous competitors which are
primarily U.S. companies and the technology barriers to enter the market are
low. However, the requirement for sophisticated functionality demands
substantial investment to develop products which can compete effectively in
these markets. Because of competition and market demands, there is a continuing
requirement to enhance the software to remain a viable competitor. Currently,
the Company believes that its product is distinguished from its competitors'
products by its performance, functionality, product design and architecture.

              In its software marketing efforts for the legal market, the
Company conducts seminars in cities throughout the United States, advertises in
professional publications and provides demonstrations at its corporate
headquarters,

                                    Page -2-


<PAGE>   3



regional offices, client locations and trade shows. The Company also markets the
systems to consultants to advise them of the system's features and new product
developments and to gain increased market acceptance.

              Marketing to the accounting, consulting and corporate segments to
date has consisted of follow through on leads and interest shown by prospects
attending legal trade shows and reading legal market literature. The Company
expects to expand marketing in this area by attending trade shows and group
conferences in those markets and by establishing strategic relationships which
will enhance sales in those segments.

              The Company believes that its existing clients present significant
opportunities for sales of additional software and services. Approximately 34%
of Javelan contracts to date have come from these clients. It is marketing to
and communicating with approximately 175 of its existing clients which have
licensed software in the past in order to license Javelan as replacement
software. Further, service efforts are directed to ensuring client satisfaction
and facilitating additional sales. The Company has sponsored the organization of
a national users group, comprised of representatives of clients, who meet with
Company personnel to exchange ideas and techniques for the use of the Company's
systems, provide training and offer suggestions for product development and
enhancements. The Company believes it has the staff with the necessary technical
and market knowledge to advance the product, to install the product and train
clients in its use and to support the client afterward.

              The Company has made a substantial investment in the Javelan
product and protects its intellectual property rights by licensing the software
by contract. Pricing is based on the size of the system and the functions
licensed. Clients pay recurring monthly license fees and, in return, receive
telephone support and periodic software enhancements. Investments are expected
to continue to enhance the features and functions of the Javelan software
package. The choice of features will be driven by clients through bi-annual user
group meetings. These investments are expected to increase the sales
opportunities in the existing client base and to improve sales in the markets
for Javelan.

              Historically, software product life cycles have been five to ten
years. With the markets moving to Windows and client/server architecture, there
may be a lengthening of the cycle. This effect is expected to intensify the
investment in features and functions and reduce investments in the underlying
technology and architecture of the product, which will be available in the open
market.

              Sales of Javelan software may occur from time to time and are not
predictable. As a result, the Company's performance from quarter to quarter can
change dramatically. Performance in a given quarter cannot predict results in
subsequent periods.

              The Company provides its systems and services under various
hardware purchase contracts, software license agreements, systems installation
and training agreements and hardware and software service contracts. Law office
personnel, often inexperienced in computer programming or operations, are
trained by the Company to use its systems. The Company's systems are capable of
communicating with computers and personal computers of other manufacturers.

PRODUCTS

              The principal product of the Company is Javelan, a
state-of-the-art software package, which can operate on either Windows 3.1,
Windows 95 or NT Workstation and provides the functions necessary for law firm
management using desktop computing and client server architecture. Javelan
software operates on the law firm's local area network (LAN) and uses PC work
stations on the LAN for data processing. A server using Microsoft SQL-Server 6.0
or 6.5 contains the law firm's data base and supports the work stations. Javelan
was introduced to the market in November 1992 through an extensive series of
seminars. In December 1994, the Company announced that Javelan would operate
with Microsoft NT and SQL-Server 6.0. Currently, Javelan is delivered with NT
and SQL-Server 6.5. As a result, Javelan is expected to contribute significantly
to the Company's revenues in the future.

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<PAGE>   4



              In the past, the Company has developed or purchased several
products which it currently supports:

              EAGLE              Law firm management software which 
                                 operates on IBM AS-400 computers.

              TIME MANAGER       Time and billing, accounting and
                                 accounts payable software which operates
                                 on DOS for smaller firms.

              CFMS               Law firm management software which
                                 operates on Barrister manufactured
                                 mini-computers.

              In addition to software which the Company has developed, the
Company resells software which functions compatibly with its products. Further,
the Company resells equipment such as database servers to clients who license
Javelan software. From time to time, the Company sells personal computers and
AS-400 upgrades in support of clients.

              It is anticipated that most minicomputer, AS-400 and DOS-based
clients will migrate to systems using Windows and local area networks (LANs).
The Company's Javelan product, the first Window's based management system for
law firms, is being offered to these clients.

BACKLOG

              Because the Company typically ships products within a relatively
short period of time after a contract is signed, the backlog varies, is not
meaningful at any date and is not indicative of intermediate or long-term future
sales.

SOFTWARE DEVELOPMENT

              The markets for the Company's software products are characterized
by rapid technical changes which have required and will continue to require the
Company to engage in ongoing development, and evaluations, the future costs of
which are expected to be significant and the economic benefits of which are not
readily predictable. Before taking into account amounts capitalized as software
production costs, the Company incurred $700,000, $693,000 and $667,000 of
product development and engineering expenses in fiscal 1997, 1996, and 1995,
respectively. For fiscal 1998, the Company expects to increase its level of
spending in this area.

INVENTORY

              Customers generally require rapid delivery and orders are usually
filled within 30 days. Most of the systems the Company provides use equipment
and software developed by third parties, which is generally available and in
many cases shipped directly by the vendors,. Software developed by the Company
does not require large amounts of inventory. Consequently, the Company does not
keep significant amounts of product inventory in order to meet customer
requirements. The Company does not generally provide rights of return or
extended payment terms to customers.

RELATIONSHIP WITH MICROSOFT

              The Company is a Solutions Channel provider for Microsoft
Corporation. This relationship provides the Company with cooperative marketing
arrangements.

                                    Page -4-


<PAGE>   5



SOFTWARE COMPETITION

              The business of providing software and services to law offices is
highly competitive. The Company believes that the principal competitive factors
affecting a law office's choice of data processing systems are product quality,
performance and reliability, compatibility with industry standards, the ability
to provide ongoing, long-term customer service and support, hardware and
software features, ease of use, upgrading capabilities, customer training,
system flexibility, company financial stability, name recognition of product and
company. Price, while important, is not the dominant factor in client's buying
decisions.

              The Company competes with more than ten companies who are
developers of specialized software for law offices, many of which are
substantially larger and have substantially greater name recognition and
financial, marketing, technical and personnel resources than the Company.

SERVICES MARKET

              The Company provides equipment maintenance services nationwide for
PCs and other equipment which attach to LANs. Using its staff of hardware
technicians and LAN specialists, the Company provides comprehensive maintenance
services for such equipment. In addition, the Company occasionally uses third
parties as subcontractors to provide maintenance services in certain
geographical locations.

              The Company provides a nationwide toll-free number for customer
service and provides a seven-day, twenty-four hour maintenance capability. The
Company also provides a facility management service for customers involved in
relocation of their data centers or offices.

              Since 1972, the Company has established a field service
organization located in a number of cities throughout the United States. To
support them, a depot repair facility located in Buffalo, New York performs
repairs on equipment shipped to Buffalo. These resources have enabled the
Company to sell equipment maintenance service contracts outside the legal
market, to sell depot repair services and to offer system integration services.
Currently, more than 90% of hardware maintenance revenues are generated outside
the legal market.

              Sales of services and systems integration are the result of a
direct sales force focused on this market. A variety of service plans are
offered which cover Barrister's proprietary equipment to a long list of OEM
micro-computer products. In addition, the Company has established business
relationships with companies such as IBM Corporation, CIC Systems, U.S.
Computer, Grumman Systems Support Corporation and MRK Technologies, Ltd. to
provide services on a contractual basis.

              Since product life cycles for hardware are relatively short, the
Company provides updated training to its service technicians and continuously
reviews its spare parts inventory for potential obsolescence. The Company
believes there are sufficient technicians available to meet its business needs
and that adequate sources of parts will be available to meet technological and
product life cycle changes.

SERVICES COMPETITION

              Providing maintenance and repair depot services to clients is also
a highly competitive business. The principal competitive factors are price,
expertise, reputation and geographic location of staff. The Company competes
with numerous organizations which can provide similar maintenance services, many
of which are substantially larger, better known and have substantially greater
name recognition and financial, marketing, technical and personnel resources
than the Company. The Company believes it distinguishes itself by providing
services on a dependable and cost effective basis to customers with multiple
locations throughout the U.S.

                                    Page -5-


<PAGE>   6




RELATIONSHIP WITH IBM

              The Company has received a number of hardware maintenance
subcontracts from IBM. These subcontracts are generally renewable on an annual
basis with 30 day cancellation rights. During fiscal 1997, revenues from the
subcontracts were approximately 20% of total revenues.

EMPLOYEES

              As of June 13, 1997, the Company had 204 full-time employees and 6
part-time employees. None of the Company's employees is represented by a labor
union and the Company has had no work stoppages. The Company believes that
employee relations are good.

PROTECTION OF PROPRIETARY INFORMATION

              The Company believes its proprietary software and hardware
technology is adequately protected by trade secret and copyright laws and
contracts with its customers, employees and suppliers. The Company has a
registered trademark and service mark in the names "BARRISTER" and "JAVELAN" and
trademarks in certain other names used in its business. The Company has no
patents or patent applications pending.

EXECUTIVE OFFICERS OF THE REGISTRANT

              The following table sets forth as of June 13, 1997, the names and
ages of the executive officers of the Company and the positions held by each
such person.

NAME                      AGE                          POSITION

Richard P. Beyer          50               Vice President-Finance, Treasurer
                                           and a Director

Mark C. Donadio           41               Secretary and General Counsel

Mark J. Phillips          42               Vice President-Sales

Jose Rivero               48               Vice President-Service Division and
                                           a Director

Henry P. Semmelhack       60               President, Chairman of the Board of 
                                           Directors, Chief Executive Officer

              MR. BEYER became Vice President-Finance, Treasurer and a Director
of the Company in 1982 following its incorporation. He joined Comptek in 1974
and served as its Vice President-Finance and Treasurer.

              MR. DONADIO joined the Company in January, 1991 as its Secretary
and General Counsel. Prior to his joining the Company he was a partner at
Saperston & Day, P.C. in Buffalo, New York.

              MR. PHILLIPS joined the Company in March, 1995 as its Vice
President of Sales. Prior to joining the Company, he was a sales and marketing
executive with Digital Equipment Corporation.

                                    Page -6-


<PAGE>   7



              MR. RIVERO became Vice President of the Company in December, 1984
after serving as National Customer Operations Manager and as National Product
Service Manager. Mr. Rivero joined Comptek in 1974 and served in various
positions including National Customer Operations Manager. In May, 1991, he
became Vice President of the Service Division. In October, 1991, Mr. Rivero was
elected as a Director by the shareholders of the Company.

              MR. SEMMELHACK has served as the Company's Chairman of the Board
of Directors, Chief Executive Officer and President since its incorporation in
1982. He was one of the founders of Comptek, and currently serves as a Director
of, and consultant to, Comptek. Previously, he served as Comptek's Chairman of
the Board, Chief Executive Officer and President.

                                    Page -7-


<PAGE>   8



ITEM 2.       PROPERTIES

REAL PROPERTY

              The Company currently leases all the facilities used in its
business. The Company is headquartered in Buffalo, New York and currently leases
approximately 57,000 square feet in two separate facilities in Buffalo. Other
office locations, which are used for regional sales offices and for servicing
activities, are as follows:

              San Diego, California                  Manchester, New Hampshire
              Denver, Colorado                       Cherry Hill, New Jersey
              Hartford,  Connecticut                 New York, New York
              Miami, Florida                         Charlotte, North Carolina
              Atlanta Georgia                        Cleveland, Ohio
              Chicago, Illinois                      Arlington, Virginia
              Boston, Massachusetts


EQUIPMENT AND LEASEHOLD IMPROVEMENTS

              The Company's equipment and leasehold improvements include:
computer equipment, components and tools used in the design, development,
testing and maintenance of its systems; office furniture and fixtures; and
leasehold improvements undertaken to accommodate computers and other equipment.

ITEM 3.     LEGAL PROCEEDINGS.

              In the opinion of management, there are no claims or litigation
pending to which the Company is a party which could have a material adverse
effect on the Company's financial condition or statement of operations.

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

              The item is not applicable.

                                    Page -8-


<PAGE>   9



                                     PART II

ITEM 5.       MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
              MATTERS.

              The information required by this item is incorporated by reference
              to the Company's 1997 Annual Report under the caption "Stock
              Market and Dividend Information".

ITEM 6.       SELECTED FINANCIAL DATA.

              The information required by this item is incorporated by reference
              to the Company's 1997 Annual Report under the caption "Selected
              Financial Data".

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS.

              The information required by this item is incorporated by reference
              to the Company's 1997 Annual Report under the caption
              "Management's Discussion and Analysis".

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

              The information required by this item is incorporated by reference
              to the Company's 1997 Annual Report under the caption "Quarterly
              Financial Data" and under the captions as listed in Item 14(a)(1)
              of this report.

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE.

              The Item is not applicable.

                                    Page -9-


<PAGE>   10



                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

              Information under the caption "ELECTION OF DIRECTORS" in the
              Company's definitive Proxy Statement to be dated July 24, 1997, is
              incorporated herein by reference. Also see Part I of this Report,
              under the caption "Executive Officers of the Registrant" for
              additional information relating to the Company's executive
              officers.

ITEM 11.      EXECUTIVE COMPENSATION.

              The information under the caption "COMPENSATION AND RELATED
              MATTERS" in the Company's definitive Proxy Statement to be dated
              July 24, 1997, is incorporated herein by reference.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

              The information under the caption "PRINCIPAL SHAREHOLDERS" in the
              Company's definitive Proxy Statement to be dated July 24, 1997, is
              incorporated herein by reference.

ITEM 13.      CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS.

              The information under the sub-caption "Certain Transactions" in
              the Company's definitive Proxy Statement to be dated July 24,
              1997, is incorporated herein by reference.

                                    Page -10-


<PAGE>   11



                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM  8-K.

(a)        The following are filed as a part of this Report:

           (1)    FINANCIAL STATEMENTS. The following Financial Statements of 
                  Barrister Information Systems Corporation are incorporated 
                  by reference to the Company's 1997 Annual Report:

                  Balance Sheets -                                   
                           March 31, 1997 and March 31, 1996         
                  Statements of Operations -                         
                           Years ended March 31, 1997, 1996 and 1995 
                  Statements of Shareholders' Equity -               
                           Years ended March 31, 1997, 1996 and 1995 
                  Statements of Cash Flows -                         
                           Years ended March 31, 1997, 1996 and 1995 
                  Notes to Financial Statements                      
                  Independent Auditors' Report                       
                  
           (2)    FINANCIAL STATEMENT SCHEDULE. The following financial
                  statement schedule of Barrister Information Systems
                  Corporation for the three years ended March 31, 1997 is
                  being filed with this Report. Schedules not listed below
                  have been omitted because they are not applicable or are
                  not required under the instructions or the information is
                  included in the "Notes to Financial Statements" of the
                  Company's 1997 Annual Report.

                  Schedule                Title                         Page
                  --------                -----                         ----

                  II             Valuation and Qualifying Accounts        14

                  The Independent Auditors' Report on the Financial Statement
                  Schedule appears on page 13 of this report.

           (3)    EXHIBITS. See Exhibit Index filed herewith on pages 15
                  through 16 of this Report.

(b)        Reports on Form 8-K:   None.

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<PAGE>   12



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                    BARRISTER INFORMATION SYSTEMS CORPORATION

DATE:  June 25, 1997                        BY: /s/ Henry P. Semmelhack
       -------------                            -----------------------
                                                Henry P. Semmelhack, President
                                                and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>

Signatures                              Title                            Date
----------                              -----                            ----

<S>                                     <C>                              <C> 
/s/ Henry P. Semmelhack                 President, Chief Executive       June 25, 1997
--------------------------              Officer and Chairman of the 
Henry P. Semmelhack                     Board of Directors          
                                        

/s/ Richard P. Beyer                    Vice President and Chief         June 25, 1997
--------------------------              Financial Officer
Richard P. Beyer                        

/s/ Franklyn S. Barry, Jr.              Director                         June 25, 1997
--------------------------          
Franklyn S. Barry, Jr.

/s/ Warren E. Emblidge, Jr.             Director                         June 25, 1997
--------------------------
Warren E. Emblidge, Jr.

/s/ Richard E. McPherson                Director                         June 25, 1997
--------------------------
Richard E. McPherson

/s/ James D. Morgan                     Director                         June 25, 1997
--------------------------
James D. Morgan

                                        Director                         June 25, 1997
--------------------------
James Page

/s/ Jose Rivero                         Director                         June 25, 1997
--------------------------
Jose Rivero
</TABLE>

                                    Page -12-


<PAGE>   13







                          INDEPENDENT AUDITORS' REPORT
                        ON FINANCIAL STATEMENT SCHEDULES
                        --------------------------------

Board of Directors
Barrister Information Systems Corporation:

Under date of June 20, 1997, we reported on the balance sheets of Barrister
Information Systems Corporation as of March 31, 1997 and 1996, and the related
statements of operations, shareholders' equity and cash flows for each of the
years in the three-year period ended March 31, 1997, as contained in the 1997
annual report to shareholders. These financial statements and our report thereon
are incorporated by reference in the annual report on Form 10-K for the year
ended March 31, 1997. In connection with our audits of the aforementioned
financial statements, we also have audited the related financial statement
schedule as listed in item 14(a)(2) of this the annual report on Form 10-K. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

         KPMG Peat Marwick LLP

Buffalo, New York
June 20, 1997

                                    Page -13-


<PAGE>   14



                                   Schedule II

                    BARRISTER INFORMATION SYSTEMS CORPORATION

                        Valuation and Qualifying Accounts
                                 (In thousands)
<TABLE>
<CAPTION>

                                     Balance at           Additions              Write-Offs           Balance
                                     beginning         charged to costs            charged            at end
Description                          of period            and expenses           to allowance         of period
-----------                          ---------            ------------           ------------         ---------

Allowance for doubtful
  accounts:
<S>                                  <C>                  <C>                    <C>                  <C>    
  Year ended March 31, 1995          $     150            $    -                 $    -               $   150
                                       -------              -------                ------               -----

  Year ended March 31, 1996          $     150            $    -                 $     50             $   100
                                       -------              -------                ------               -----

  Year ended March 31, 1997          $     100            $      25              $    -               $   125
                                       -------              -------                ------               -----

Allowance for inventory
  obsolescence:1

  Year ended March 31, 1995          $    800             $     689              $    664             $   825
                                       ------               -------                ------               -----

  Year ended March 31, 1996          $    825             $   1,045              $  1,110             $   760
                                       ------               -------                ------               -----

  Year ended March 31, 1997          $    760             $     900              $    779             $   881
                                       ------               -------                ------               -----
<FN>
--------
     1 The allowance is included in inventory in the balance sheets.
</TABLE>

                                    Page -14-
<PAGE>   15

<TABLE>
<CAPTION>


                                INDEX TO EXHIBITS

    Exhibit                                                                  Page No.
      No.                         Description                              or Location
      ---                         -----------                              ----------

      <S>         <C>                                                         <C>
      3.1         Restated Certificate of Incorporation                       (b)

      3.2         Bylaws, as amended                                          (b)

      3.3         Amendment to the Certificate of Incorporation               (c)
                  dated July 11, 1991

      3.4         Amendment to the Bylaws effective                           (c)
                  October 9, 1991

      3.5         Amendment to the Certificate of Incorporation               (c)
                  dated October 15, 1991

      3.6         Amendment to the Certificate of Incorporation               (d)
                  dated March 30, 1992

      3.7         Amendment to the Certificate of Incorporation               (e)
                  dated November 3, 1994

      3.8*        Amendment to the Certificate of Incorporation               (f)
                  dated March 6, 1996

      10.1        1989 Stock Incentive Plan, as amended                       (e)

      10.2        Retirement Savings Plan and Trust                           (a)

      10.3        Employee Stock Purchase Plan                                (b)

      10.4        Loan Agreement between Registrant and BIS Partners,         (d)
                  L.P. dated March 31, 1992

      13*         Annual Report to Shareholders for the fiscal year ended
                  March 31, 1996 (to be deemed filed only to the extent
                  required by the instructions to exhibits for reports on
                  Form 10-K)

      23*         KPMG Peat Marwick LLP consent regarding forms S-8

      27*         Financial Data Schedule

</TABLE>

                                    Page -15-


<PAGE>   16





[FN]

-------------------------------

*          Each exhibit marked with an asterisk is a previously unfiled document
           under Category 19 of Regulation S-K, Item 601.

(a)        Designates Exhibits annexed to the Registration Statement filed by
           the Company with the Securities and Exchange Commission on June 25,
           1986 (Registration No. 33-6250), and which are incorporated herein by
           reference.

(b)        Designates Exhibit annexed to the Registrant's Report on Form 10-Q
           for the quarter ended July 1, 1988.

(c)        Designates Exhibit annexed to the Registrant's Report on Form 10-Q
           for the quarter ended September 27, 1991.

(d)        Designates Exhibit annexed to the Registrant's Report on Form 10-K
           for the year ended March 31, 1992.

(e)        Designates Exhibit annexed to the Registrant's Report on Form 10-Q
           for the quarter ended September 30, 1994.

(f)        Designates Exhibit annexed to the Registrant's Report on Form 10-K
           for the year ended March 31, 1996.



















                                    Page -16-