U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 10-QSB


Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 
1934

For the quarterly period ended June 30, 1996      

Commission File Number 33-93892-NY 

                      THE BRIAN H. CORP.                        
(Name of Small Business Issuer in Its Charter)

       Nevada                               11-327-0747      
(State of Incorporation)                      (IRS 
Identification                                                   Number)

63 Wall Street, Suite 1801, New York, NY              10008        
(Address of principal executive offices)               (Zip Code)

                    (212) 344-1600                                
      (Issuer's telephone number, including area code)


     Check whether the issuer: (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act 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       No   X     


     As of June 30, 1996 there were 120,000 shares of the issuer's common 
stock, $.0001 par value per share, issued and outstanding.

<PAGE>
THE BRIAN H. CORP.
FORM 10-QSB
June 30, 1996






INDEX



                    
                                                     PAGE

PART I - FINANCIAL INFORMATION                            3

 Item I - FINANCIAL STATEMENTS (UNAUDITED)
      
     Balance Sheet - 
      June 30, 1996 and December 31, 1995                   4

     Statements of Operations  
      Three Months Ended June 30, 1996                      5            
     Statements of Cash Flows
      Three Months Ended June 30, 1996                      6

     Notes to Financial Statements                          7

Item II - MANAGEMENT'S DISCUSSION AND ANALYSIS
     AND PLAN OF OPERATION                                15

<PAGE>
THE BRIAN H. CORP.
FORM 10-QSB
JUNE 30, 1996





PART I

FINANCIAL INFORMATION




Item 1.  Financial Statements



<PAGE>


THE BRIAN H. CORP.
(a development stage company)
BALANCE SHEET 
June 30, 1996
Unaudited


ASSETS


                                   
Current Assets:

Cash (Note 4)                           $ 52,873.25                       

Other Assets:
 
Organization costs
  (Note 2)                                   595.00           

     Total assets                       $ 53,468.25      



LIABILITIES AND STOCKHOLDERS' EQUITY

               
Stockholders' Equity (Notes
1, 2,and 4); 10,000,000
shares, common stock,
$.0001 par value.
Authorized; issued
and outstanding
132,500                                 $     13.25
                                                                         
Additional paid-in 
capital                                   53,455.00         

Total stockholders'
equity                                    53,468.25          

Total liabilities and
stockholders' equity                    $ 53,468.25           




The accompanying notes are in integral part of these financial statements.






THE BRIAN H. CORP.
(a development stage company)

STATEMENT OF OPERATIONS
For the six months ended June 30, 1996
Unaudited
               
                              


                                            
Costs and Operating Expenses                $    0                

Income from operations                      $    0                

Income before Income Taxes  
and Extraordinary Items                     $    0                

Net Income                                  $    0                

Net Income Per Share                        $    0                

Net Loss                                    $    0                

Net Loss Per Share                          $    0                 

Number of Common Shares Outstanding           132,500                 











The accompanying notes are an integral part of these financial statements.















THE BRIAN H. CORP.
(a development stage company)

STATEMENT OF STOCKHOLDERS' EQUITY
For the six months ended June 30, 1996 
Unaudited
                                           


                                          Shares          Amount

Balance as of January 1, 1996             123,950        $33,800

800 shares sold January 11, 1996
at $4.00 per share for cash                   800          3,200

1850 shares sold February 20, 1996
at $4.00 per share for cash                 1,850          7,400

250 shares sold April 17, 1996
at $4.00 per share for cash                   250          1,000

560 shares sold April 24, 1996
at $4.00 per share for cash                 5,650         22,600

Total outstanding as of June 30, 1996     132,500        $68,000




















The accompanying notes are in integral part of these financial statements. 









                       THE BRIAN H. CORP.
(a development stage company)

STATEMENT OF CASH FLOWS
For the six months ended June 30, 1996
Unaudited

                                                      
                                         
                                               
Cash flows from Financing Activities:
  Net Proceeds from Issuance of Common Stock           $34,200               
Net Cash Provided by Financing Activities              $34,200       

Net Increase in Cash and Cash Equivalents              $34,200       
Cash and Cash Equivalents at End of Year               
$52,873                              













The accompanying notes are an integral part of these financial statements.






















THE BRIAN H. CORP.
(a development stage company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS


1.  ORGANIZATION OF THE COMPANY

The Company was incorporated in Nevada on January 23, 1995.
As of June 30, 1996, 12,500 shares were sold on different dates at
$4.00 per share.  The total amount of cash received by the Company from the 
sale of all securities was $68,000 as of June 30, 1996 

The Company's business will be to seek potential business ventures
which in the opinion of management will provide a profit to the 
Company.  Such involvement can be in the terms of the acquisition
of existing businesses and/or the acquisition of assets to
establish businesses for the Company.  Present management of the Company does 
not expect to become involved as management in the aforementioned businesses 
and will hire presently unknown and 
unidentified individuals as management for the aforementioned businesses.

The Company's only activities to date have been the acquisition of funds from 
the sale of its Common Stock to its officers, directors, and other investors.  
As of June 30, 1996 the Company had not yet commenced operations.

As a result of its limited resources, the Company will, in all likelihood, 
have the ability to effect only a single Business Combination.  Accordingly, 
the prospects for the Company's success will be entirely dependent upon the 
future performance of a single business.

The Company's directors and officers are or may become, in their individual 
capacities officers, directors, controlling shareholders in a variety of 
businesses including other "blank check" companies.  There exists potential 
conflicts of interest including, among other things, time, effort and 
corporate opportunity involved in participation with other business entities.















2.  SIGNIFICANT ACCOUNTING POLICIES

Organization costs

Organization costs will be amortized on a straight line basis over a five year 
period from the commencement of operations.  The total organizational costs 
were $ 595 as of June 30, 1996.

Estimates

The preparation of financial statements in conformity with generally accepted 
accounting principles requires managements to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
reported amounts of revenues and expenses during the reporting period.  Actual 
results could differ from those estimates.

3.  LEASES

The Company has no oral or written leases or freeholds of any kind on any 
physical plant.  The Company presently uses the offices of Joel Schonfeld at 
26 Court Street, Brooklyn, New York  11242 the attorney for the Company and 
one of its shareholders at no cost.  Such arrangement is expected to continue 
after completion of this offering.

4.  RULE 419 REQUIREMENTS

Rule 419 requires that offering proceeds after deduction for underwriting 
commissions, underwriting expenses and dealer allowances, if any, be deposited 
into escrow or trust account (the "Deposited Funds" and "Deposited 
Securities," respectively) governed by an agreement which contains certain 
terms and provisions specified by the Rule.  As of June 30, 1996 the Company's 
cash balance of $52,873.25 is being held in escrow.  Under Rule 419, the 
Deposited Funds and Deposited Securities will be released to the Company and 
to the investors, respectively, only after the Company has met the following 
three basic conditions.  First, the Company must execute an agreement(s) for 
an acquisition(s) meeting certain prescribed criteria.  Second, the Company 
must file a post-effective amendment to the registration statement which 
includes the terms of a reconfirmation offer that must contain conditions 
prescribed by the rules.  The post-effective amendment must also contain 
information regarding the acquisition candidate(s) and its business(es), 
including audited financial statements.  The Agreement(s) must include, as a 
condition precedent to their consumption, a requirement that the number of 
investors representing 80% of the maximum proceeds must elect to reconfirm 
their investments.






Third, the Company must conduct the reconfirmation offer and satisfy all of 
the prescribed conditions, including the condition that a certain minimum 
number of investors must elect to remain investors.  The post-effective 
amendment must also include the terms of the reconfirmation offer mandated by 
Rule 419.  The reconfirmation offer must include certain prescribed conditions 
which must be satisfied before the Deposited Funds and Deposited Securities 
can be released from escrow.  After the Company submits a signed 
representation to the Escrow Agent the requirements of Rule 419 have been met 
and after the acquisition(s) is consummated, the Escrow Agent can release the 
Deposited Funds and Deposited Securities.

Accordingly, the company has entered into an escrow agreement with Atlantic 
Liberty Savings (the "Escrow Agent") which provides that:

          (1)  The net proceeds are to be deposited into an escrow
account maintained by the Trust Company of New York promptly 
upon receipt.  The deposited proceeds and interest or dividends thereon, if 
any, are to be held for the sole benefit of the investors and can only be 
invested in bank deposits, in money market mutual funds or federal government 
securities or securities for which the principal or interest is guaranteed by 
the federal government.

          (2)  All securities issued in connection with the offering
and any other securities issued with respect to such securities, including 
securities issued with respect to stock splits, stock dividends or similar 
rights are to be deposited directly into the Escrow Account promptly upon 
issuance (the "Deposited Securities") and the identity of the investors are to 
be included on the stock certificates  or other documents evidencing the 
Securities.  The Deposited Securities held in the escrow account are to remain 
as issued and are to be held for the sole benefit of the investors' who retain 
the voting rights, if any, with respect to the securities held in their 
names.  The Deposited Securities held in the Escrow Account may not be 
transferred, disposed of nor any interest created therein other than by will 
or the laws of descent and distribution, or pursuant to a qualified domestic 
relations order as defined by the Internal Revenue Code of 1986 or Table 1 of 
the Employee Retirement Income Security Act.

          (3)  Warrants, convertible securities or other derivative
securities relating to securities held in the Escrow Account may be exercised 
or converted in accordance with their terms; provided that, however, the 
securities received upon exercise or conversion together with any cash or 
other consideration paid in connection with the exercise or conversion are to 
be promptly deposited into the Escrow Account.




Prescribed Acquisition Criteria

     Rule 419 requires that before the Deposited Funds and the Deposited 
Securities can be released, the Company must first execute an agreement to 
acquire an acquisition candidate(s) meeting certain specified criteria.  The 
agreement(s) must provide for the acquisition(s) of a business(es) or assets 
for which the fair value of the business represents at least 80% of the 
maximum offering proceeds.  For purposes of the offering, the fair value of 
the business(es) or assets to be acquired must be at least $40,000.


Post-Effective Amendment 

     Once the agreement(s) governing the acquisition(s) of a business(es) 
meeting the above criteria has been executed, Rule 419 requires the Company to 
update the registration statement with a post-effective amendment.  The 
post-effective amendment must contain information about: the proposed 
acquisition candidate(s) and its business(es), including audited financial 
statements; the results of this offering; and, the use of the funds disbursed 
from the Escrow Account.  The post-effective amendment must also include the 
terms of the reconfirmation offer mandated by Rule 419.  The reconfirmation 
offer must include certain prescribed conditions which must be satisfied 
before the Deposited Funds and Deposited Securities can be released from 
escrow.


Reconfirmation Offering

     The reconfirmation offer must commence after the effective date of the 
post-effective amendment.  Pursuant to Rule 419, the terms of the 
reconfirmation offer must include the following conditions;

          (1)  The prospectus contained in the post-effective
amendment will be sent to each investor whose securities
are held in the Escrow Account within 5 business days after the effective date 
of the post-effective amendment.

          (2)  Each investor will have no fewer than 20 and no
more than 45 business days from the effective date of the post-effective 
amendment to notify the Company in writing that the investor elects to remain 
an investor.
          
          (3)  If the Company does not receive written notification
from any investor within 45 business days following the effective date, the 
pro rata portion of the Deposited Funds (and any related interest or 
dividends) held in  the Escrow Account on such investor's behalf will be 
returned to the investor within 5 business days by first class mail or other 
equally prompt means.

          (4)  The acquisition(s) will be consummated only if a 
minimum number of investors representing 80% of the maximum offering proceeds 
($40,000) elect to reconfirm their investment.
          (5)  If a consummated acquisition(s) has not incurred by
April 23, 1997, the Deposited Funds held in the Escrow Account shall be 
returned to all investors on a pro rata basis within 5 business days by first 
class mail or other equally prompt means.

Release of Deposited Securities and Deposited Funds

     The Deposited Funds and Deposited Securities may be released to the 
Company and the investors, respectively, after;

     (1)  The Escrow Agent has received a signed representation from the 
Company and any other evidence acceptable by the Escrow Agent that:

          (a)  The Company has executed an agreement for the acquisition(s) of 
a Business(es) for which the par value of the business represent at least 80% 
of the maximum offering proceeds and has filed the required post-effective 
amendment;

          (b)  The post-effective amendment has been declared effective, that 
the mandated reconfirmation offer having the conditions prescribed by Rule 419 
has been completed and that the Company has satisfied all of the prescribed 
conditions of the reconfirmation offer.

     (2)  The acquisition(s) of the business(es) with the fair value of at 
least 80% of the maximum proceeds is consummated.

5.  RELATED PARTY TRANSACTIONS

Joel Schonfeld, Esq. and his associate, Andrea Weinstein, Esq., are principal 
shareholders of the Company.  Joel Schonfeld's fee for legal services rendered 
in the organization of the Company and for the sale of its stock was $12,000, 
all of which has been paid to Mr. Schonfeld prior to this offering.  Mr. 
Schonfeld was also reimbursed $595 for incorporation and filing fees prior to 
this offering.









 <PAGE>
THE BRIAN H. CORP.
FORM 10-QSB
JUNE 30, 1996

                              

Item 2.  Management's Discussion and Analysis and Plan of Operation



     The Company does not currently engage in any business activities which 
provide any cash flow.  The costs of identifying, investigating, and analyzing 
Business Combinations will be paid with money in the Company's treasury, and 
not with proceeds received from the Company's initial public offering.  

     The Company may seek a Business Combination in the form of firms which 
have recently commenced operations, are developing companies in need of 
additional funds for expansion into new products or markets, are seeking to 
develop a new product or service, or are established businesses which may be 
experiencing financial or operating difficulties and are in need of additional 
capital.   A Business Combination may involve the acquisition of, or merger 
with, a Company which does not need substantial additional capital but which 
desires to establish a public trading market for its shares, while avoiding 
what it may deem to be adverse consequences of undertaking a public offering 
itself, such as time delays, significant expense, loss of voting control and 
compliance with various Federal and State securities laws.


     The Company will not acquire a Target Business unless the fair value of 
the Target Business represents 80% of the maximum offering proceeds (including 
funds to be received upon exercise of the Warrants, the sale of the Secondary 
Securities and the exercise of the Warrants contained therein) (the "Fair 
Market Value Test.")  To determine the fair market value of a Target Business, 
the Company's management will examine the certified financial statements 
(including balance sheets and statements of cash flow and stockholders' 
equity) of any candidate and will participate in a personal inspection of any 
potential Target Business.  If the Company determines that the financial 
statements of a proposed Target Business does not clearly indicate that the 
Fair Market Value Test has been satisfied, the Company will obtain an opinion 
from an investment banking firm (which is a member of National Association of 
Securities Dealers, Inc., (the "NASD") with respect to the satisfaction of 
such criteria. 
<PAGE>

THE BRIAN H. CORP.
FORM 10-QSB
JUNE 30, 1996


Based upon management's experience with and knowledge of blank check 
companies, the probable desire on the part of the owners of target businesses 
to assume voting control over the Company (to avoid tax consequences or to 
have complete authority to manage the business) will almost assure that the 
Company will combine with just one target business.  Management also 
anticipates that upon consummation of a Business Combination, there will be a 
change in control in the Company which will most likely result in the 
resignation or removal of the Company's present officers and directors.  

None of the Company's officers or directors have had any preliminary contact 
or discussions with any representative of any other entity regarding a 
Business Combination.  Accordingly, any Target Business that is selected may 
be a financially unstable Company or an entity in its early stage of 
development or growth (including entities without established records of sales 
or earnings), the Company will become subjected to numerous risks inherent in 
the business and operations of financially unstable and early stage or 
potential emerging growth companies.  In addition,  the Company may affect a 
Business Combination with an entity in an industry characterized by a high 
level of risk, and although management will endeavor to evaluate the risks 
inherent in a particular industry or Target Business, there can be no 
assurance that the Company will properly ascertain or assess all significant 
risks. 

     Management anticipates that it may be able to effect only one potential 
Business Combination, due primarily to the Company's limited financing.  As a 
result, the Company will not be able to offset potential losses from one 
venture against gains from another.

<PAGE>
THE BRIAN H. CORP.
FORM 10-QSB
JUNE 30, 1996


     The Company anticipates that the selection of a Business Combination will 
be complex and extremely risky.  Because of general economic conditions, rapid 
technological advances being made in some industries, and shortages of 
available capital, management believes that there are numerous firms seeking 
even the limited additional capital which the Company will have and/or the 
benefits of a publicly traded corporation.  Such perceived benefits of a 
publicly traded corporation may include facilitating or improving the terms on 
which additional equity financing may be sought, providing liquidity for the 
principals of a business, creating a means for providing incentive stock 
options or similar benefits to key employees, providing liquidity (subject to 
restrictions of applicable statutes) for all shareholders, and other factors.  
Potentially available Business Combinations may occur in many different 
industries and at various stages of development, all of which will make the 
task of comparative investigation and analysis of such business opportunities 
extremely difficult and complex.

     The analysis of Business Combinations will be undertaken by or under the 
supervision of the officers and directors of the Company, none of whom is a 
professional business analyst.  Management intends to concentrate on 
identifying preliminary prospective Business Combinations which may be brought 
to its attention through present associations.  In analyzing prospective 
Business Combinations, management will consider such matters as the available 
technical, financial, and managerial resources; working capital and other 
financial requirements; history of operation, if any; prospects for the 
future; nature of present and expected competition; the quality and experience 
of management services which may be available and the depth of that 
management; the potential for further research, development, or exploration; 
specific risk factors not now foreseeable but which then may be anticipated to 
impact the proposed activities of the Company; the potential for growth or 
expansion; the potential for profit; the perceived public recognition or 
acceptance or products, services, or trades; name identification; and other 
relevant factors.  Officers and directors of the Company will meet personally 
with management and key personnel of the firm sponsoring the business 
opportunity as part of their investigation.  To the extent possible, the 
Company intends to utilize written reports and personal investigation to 
evaluate the above factors.

<PAGE>
THE BRIAN H. CORP.
FORM 10-QSB
JUNE 30, 1996


     Since the Company will be subject to Section 13 or 15 (d) of the 
Securities Exchange Act of 1934, it will be required to furnish certain 
information about significant acquisitions, including audited financial 
statements for the Company(s) acquired, covering one, two or three years 
depending upon the relative size of the acquisition.  Consequently, 
acquisition prospects that do not have or are unable to obtain the required 
audited statements may not be appropriate for acquisition so long as the 
reporting requirements of the Exchange Act are applicable.  In the event the 
Company's obligation to file periodic reports is suspended under Section 
15(d), the Company intends on voluntarily filing such reports. 

     It may be anticipated that any Business Combination will present certain 
risks.  Many of these risks cannot be adequately identified prior to 
selection, and investors herein must, therefore, depend on the ability of 
management to identify and evaluate such risks.  In the case of some of the 
potential combinations available to the Company, it may be anticipated that 
the promoters thereof have been unable to develop a going concern or that such 
business is in its development stage in that it has not generated significant 
revenues from its principal business activity prior to the Company's merger or 
acquisition, and there is a risk, even after the consummation of such Business 
Combinations and the related expenditure of the Company's funds, that the 
combined enterprises will still be unable to become a going concern or advance 
beyond the development stage.  Many of the Combinations may involve new and 
untested products, processes, or market strategies which may not succeed.  
Such risks will be assumed by the Company and, therefore, its shareholders.

     In implementing a structure for a particular business acquisition, the 
Company may become a party to a merger, consolidation, reorganization, joint 
venture, or licensing agreement with another corporation or entity.  It may 
also purchase stock or assets of an existing business.

     Investors should note that any merger or acquisition effected by the 
Company can be expected to have a significant dilutive effect on the 
percentage of shares held by the Company's then-shareholders, including 
purchasers in this offering.  On the consummation of a Business Combination, 
the Target Business will have significantly more assets than the Company; 
therefore, management plans to offer a controlling interest in the Company to 
the Target Business.  While the actual terms of a transaction to which the 
Company may be a party cannot be predicted, it may be expected that the 
parties to the business transaction will find it

<PAGE>

THE BRIAN H. CORP.
FORM 10-QSB
JUNE 30, 1996


desirable to avoid the creation of a taxable event and thereby structure the 
acquisition in a so-called "tax-free" reorganization under Sections 368(a)(1) 
or 351 of the Internal Revenue Code of 1954, as amended (the "Code").  In 
order to obtain tax-free treatment under the Code, it may be necessary for the 
owners of the acquired business to own 80% or more of the voting stock of the 
surviving entity.  In such event, the shareholders of the Company, including 
investors in this offering, would retain less than 2% of the issued and 
outstanding shares of the surviving entity, which would be likely to result in 
significant dilution in the equity of such shareholders.  Management of the 
Company may choose to avail the Company of these provisions.  In addition, a 
majority of all of the Company's directors and officers may, as part of the 
terms of the acquisition transaction, resign as directors and officers. 

     Management will not actively negotiate or otherwise consent to the 
purchase of any portion of their Common Stock as a condition to or in 
connection with a proposed Business Combination unless such a purchase is 
requested by a Target Company as a condition to a merger or acquisition.  The 
officers and directors of the Company who own Common Stock have agreed to 
comply with this provision which is based on a written agreement among 
management.  Management is unaware of any circumstances under which such 
policy through their own initiative may be changed. 

     It is anticipated that any securities issued in any such reorganization 
would be issued in reliance on exemptions from registration under applicable 
federal and state securities laws.  In some circumstances, however, as a 
negotiated element of this transaction, the Company may agree to register such 
securities either at the time the transaction is consummated, under certain 
conditions, or at specified times thereafter.  The issuance of substantial 
additional securities and their potential sale into any trading market which 
may develop in the Company's Common Stock may have a depressive effect on such 
market.

     As a part of the Company's investigation, officers and directors of the 
Company will meet personally with management and key personnel, visit and 
inspect material facilities, obtain independent analysis or verification of 
certain information provided, check references of management and key 
personnel, and take other reasonable investigative measures, to the extent of 
the Company's limited financial resources and management expertise.

<PAGE>

THE BRIAN H. CORP.
FORM 10-QSB
JUNE 30, 1996


     The manner of the Business Combination will depend on the nature of the 
Target Business, the respective needs and desires of the Company and other 
parties, the management of the Target Business opportunity, and the relative 
negotiating strength of the Company and such other management.

     The Company has no present policy as to whether the Company may acquire 
or merge with a business in which the Company's management, promoters, their 
affiliates or associates have a direct or indirect ownership interest.  The 
Company also lacks a policy with regard to related party transactions in 
general.  The Company's officers and directors have not approached and have 
not been approached by any person or entity with regard to any proposed 
business ventures with respect to the Company.  The Company will evaluate all 
possible Business Combinations brought to it.  If at any time a Business 
Combination is brought to the Company by any of the Company's promoters, 
management, or their affiliates or associates, disclosure as to this fact will 
be included in the post-effective amendment, thereby allowing the public 
investors the opportunity to fully evaluate the Business Combination.

     The Company has adopted a policy that it will not pay a finder's fee to 
any member of management for locating a merger or acquisition candidate.  No 
member of management intends to or may seek and negotiate for the payment of 
finder's fees.  In the event there is a finder's fee, it will be paid at the 
direction of the successor management after a change in management control 
resulting from a Business Combination.  The Company's policy regarding 
finder's fees is based on a written agreement among management.  Management is 
unaware of any circumstances under which such policy through their own 
initiative may be changed. 

     The Company does not intend to advertise or promote the Company.  
Instead, the Company's management will actively search for potential Target 
Businesses.  In the event management decides to advertise (in the form  of an 
ad in a legal publication) to attract a Target Business, the cost of such 
advertising will be assumed by management.


     The Company is a blank check company.  It has no business of its own, but 
instead is attempting to engage in a business combination through the 
acquisition of a target company.  The Company has no current cash 
requirements, save for the printing and filing of reports with the Securities 
and Exchange Commission.  The Company does not intend to raise any additional 
monies within the next twelve months.<PAGE>





SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, 
the registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


               THE BRIAN H. CORP.




              By: Daniel Wainick                             
               Daniel Wainick, President





Dated:  Feb. 7, 1997                                              
        

       Daniel Wainick
       Daniel Wainick, President, Director


Dated:  
                                                
       Theresa DiDato, Secretary, Director


Dated:  Feb. 7, 1997

       Joel Schonfeld                                         
       Joel Schonfeld, Director


Dated: Feb. 7, 1997

       Barry Horowitz                                               
       Barry Horowitz, Director