U.S. SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C. 20549
                                
                           Form 10-QSB

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended          December 31, 1996
     
     
     Commission file number                  1-14082

                    ECKLER  INDUSTRIES, INC.
         (Name of small business issuer in its charter)
                                
     
            FLORIDA                          59-1469577
 (State or other jurisdiction of            (I.R.S.  Employer
 incorporation or organization)             Identification No.) 

   5200 S. Washington Avenue, Titusville, Florida   32780
                         (407) 269-9680
  (Address of  principal executive offices)       (Zip Code)
                   (Issuer's telephone number)
                                
                                

     Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 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

     As of  February 5, 1997, 5,096,117 shares of the
Registrant's Class A Common Stock were issued and outstanding,
and 1,767,764.5  shares of the Registrant's Class B Common Stock
were issued outstanding.



_________________________________________________________________
                                          ECKLER INDUSTRIES, INC.
                                             Index to Form 10-QSB


PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements

          Balance Sheet as of December 31, 1996 (unaudited)   3

          Statements of Operations for three months ended
               December 31, 1996 and 1995 (unaudited)         5

          Statement of Stockholders' Equity for the three
               Months ended December 31, 1996 (unaudited)     6

          Statements of Cash Flows for the three months ended
               December 31, 1996 and 1995 (unaudited)         7

          Notes to Financial Statements                       8

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations                          10

PART II-OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                    15




                             PART  I
                                
                     ECKLER INDUSTRIES, INC.
                                
                      FINANCIAL INFORMATION
                                
                                
Item 1.   Financial Statements


                                          ECKLER INDUSTRIES, INC.
                                                    Balance Sheet
                                                      (Unaudited)


December 31,                                                1996

ASSETS

Current:
  Cash and cash equivalents                           $  241,652
  Accounts receivable - net of allowance                 153,285
  Inventories                                          1,307,525
  Prepaid expenses                                       616,983
  Deferred tax asset                                     330,610

          Total Current Assets                         2,650,055

Property, plant and equipment, less accumulated
  depreciation and amortization                        2,512,645

Other assets:
  Prepaid royalty expense                                641,726
  Prepaid consulting fees                                126,689
  Other                                                  108,693

          Total Other Assets                             877,108




                                                      $6,039,808
         See accompanying notes to financial statements.








                                          ECKLER INDUSTRIES, INC.
                                                    Balance Sheet
                                                      (Unaudited)
                                                      (Continued)


December 31,                                                1996

Liabilities and Stockholders' Equity

Current Liabilities:
  Note Payable                                       $   333,073
  Accounts Payable                                       545,765
  Accrued wages                                          100,554
  Other accrued expenses                                 209,059
  Current maturities of long-term debt                   167,582
  Obligations under capital leases                         1,691

          Total current liabilities                    1,357,724

Long-term debt, less current maturities                2,203,860
Deferred income taxes                                    402,814

          Total liabilities                            3,964,398

Stockholder's equity
  Class A common stock; $.01 par value; 10,000,000 shares
     authorized; 1,736,750 issued and outstanding         17,367
  Class B common stock; $.01 par value; 5,000,000 shares
     authorized; 510,375 issued and outstanding            5,104
  Additional paid-in capital                           3,419,251
  Note receivable Class A common stock                  (326,700)
  Deficit                                             (1,039,612)

          Total stockholders' equity                   2,075,410






                                                     $ 6,039,808
         See accompanying notes to financial statements.




 
                                                ECKLER INDUSTRIES, INC.
                                              Statements of Operations
                                                            (Unaudited)


Three months ended December 31,                    1996         1995

Net sales                                     $ 2,941,821  $ 2,824,971

Cost of sales                                   1,813,371    1,804,851
     Gross Profit                               1,128,450    1,020,120

Selling, general and administrative expenses    1,492,939    1,100,102

     Loss from operations                        (364,489)     (79,982)

Other income (expense):
    Interest expense                              (72,673)     (73,594)
    Interest income                                 2,112        9,189
    Miscellaneous income                           26,043        7,571

                                                  (44,518)     (56,834)

     Loss before benefit from income taxes       (409,007)    (136,816)

Benefit from income taxes                         212,798       53,300
Net loss                                         (196,209)   ($ 83,516)

Accretion of redemption value of redeemable
  preferred stock                                             (533,032)

Dividends on preferred stock                                   (18,106)

Net loss applicable to common stock              (196,209)    (634,654)

Net loss per share                                 $ (.07)      $ (.27)

Weighted average number of shares and
  share equivalents outstanding                 2,665,833    2,356,000
         See accompanying notes to financial statements


                                                      ECKLER INDUSTRIES, INC.
                                           Statement of Stockholders' Equity
                                                                  (Unaudited)


                     Class A          Class B
                   Common Stock       Common Stock       Additional
                   Number   Par       Number   Par       Paid-In
                 of Shares  Value    of Shares Value     Capital     Deficit

Balance, September 30, 1996

                1,641,750   $16,417  510,375   $5,104  $3,077,251   $(843,403)

Issuance of Class A common stock
  for consulting services

                    5,000    $   50        -        -     $16,200           -

Exercise of Class A common stock warrants

                   90,000    $  900        -        -    $325,800           -


Net loss                                                            $(196,209)

Balance, December 31, 1996

                1,736,750   $17,367  510,375   $5,104  $3,419,251 $(1,039,612)

         See accompanying notes to financial statements.






                                                       ECKLER INDUSTRIES, INC.
                                                    Statements of  Cash Flows
                                                                   (Unaudited)

Three months ended December 31,                          1996          1995

Cash flows from operating activities:
  Net income (loss)                                 $  (196,209)   $  (83,516)
 Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
    Depreciation and amortization                        66,636        81,948
    Deferred income taxes                              (212,796)      (68,400)
     Issuance of common stock for consulting fees        16,250             -
    Cash provided by (used for):
     Accounts receivable                                 14,762       (42,081)
     Inventories                                        131,370      (176,517)
     Prepaid expenses                                   400,313        58,492
     Prepaid royalty expense                            103,328             -
     Accounts payable                                  (437,362)     (764,704)
     Royalties payable                                        -      (175,000)
     Accrued expenses                                   (96,996)     (154,385)

Net cash used for operating activities                 (210,704)   (1,324,163)

Cash flows from investing activities:
  Notes and advances to affiliates                            -       561,850
  Purchases of property, plant and equipment            (33,601)      (22,195)
  (Increase) decrease in other assets                   (17,660)      (21,296)
  Proceeds from note receivable                          94,000             -

Net cash provided by investing activities                42,739       518,359

Cash flows from financing activities:
  Borrowings under line of credit                       200,000             -
Principal payments of long-term debt                    (41,791)     (891,421)
  Payments on capital lease obligations                    (589)      (11,753)
  Proceeds from sale of common stock                                3,219,075
  Redemption of preferred stock                                      (950,000)
  Dividends                                                           (18,106)
Net cash provided by financing activities               157,620     1,347,795

Net increase (decrease) in cash                         (10,345)      541,991

Cash, beginning of period                               251,997             -
Cash, end of period                                   $ 241,652   $   541,991
         See accompanying notes to financial statements



                        ECKLER INDUSTRIES, INC.
                     Notes to Financial Statements


NOTE 1 - BASIS OF PRESENTATION

The  unaudited  financial statements presented herein  have  been
prepared in accordance with the instructions to Form 10-QSB,  and
do not include all of the information and disclosures required by
generally   accepted  accounting  principles.   These  statements
should  be read in conjunction with the financial statements  and
notes  thereto  for  the  year ended  September  30,  1996.   The
accompanying  financial statements have not been  audited  by  an
independent  accountant  in accordance  with  generally  accepted
auditing  standards,  but  in  the opinion  of  management,  such
financial statements include all adjustments, consisting only  of
normal  recurring adjustments and accruals, to fairly report  the
Company's  financial  position and results  of  operations.   The
results  of  operations  for the interim periods  shown  in  this
report  are not necessarily indicative of results to be  expected
for the fiscal year.

NOTE 2 - CAPITAL STOCK

On  November  15, 1995, the Company completed its initial  public
offering  of  1,200,000 units consisting of its  Class  A  common
stock and warrants at $5.00 per unit.  Each unit consisted of one
share  of  Class A common stock and one warrant to  purchase  one
share  of  Class  A common stock at a price equal  to  $6.50  per
share.   The  Company  sold 840,000 Class  A  Common  shares  and
1,200,000  warrants and received $2,755,994 in  proceeds  net  of
offering costs.  Three hundred sixty thousand (360,000) shares of
the  Class  A common stock included in the units were sold  by  a
stockholder,  and the Company received some of the proceeds  from
the  sale of such shares through repayment of amounts owed by the
stockholder to the Company.   The Company used these proceeds  to
reduce accounts payable and debt, redeem preferred stock, and for
working capital and general corporate purposes.

NOTE 3 - LOSS PER SHARE

Loss  per  share  is  based upon the weighted average  number  of
common shares outstanding during each period.  Shares of Class  B
common  stock  become convertible into shares of Class  A  common
stock  on  a  1-for-2 basis and are included in weighted  average
shares  outstanding.   Common stock  equivalents  have  not  been
included since the effect would be antidilutive.

Pursuant to the requirements of the SEC Staff Accounting Bulletin
No.  83,  common shares issued by the Company during  the  twelve
months immediately preceding the initial public offering (242,500
shares)  at a price below the initial public offering price  plus
the  number of common shares subject to the grant of common stock
options  and  warrants  and convertible  preferred  stock  issued
during such period (375,000 shares) having exercise or conversion
prices below the initial public offering price have been included
in  the calculation of the shares used in computing net loss  per
share  as  if  they  were outstanding for all periods  presented,
prior  to the November 15, 1995 closing of the Company's  initial
public offering.


NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION

The  Company accreted $533,032 of redemption value of  redeemable
preferred stock during the three months ended December 31,  1995.
In  addition,  investor  notes of $205,000  were  converted  into
102,500  shares of Class A common stock and 102,500 warrants  and
$50,000  of preferred stock was converted into 12,000  shares  of
Class  A  common stock valued at $60,000 during the three  months
ended  December 31, 1995.  Also, the Company issued 5,000  shares
of Class A common stock valued at $16,250 for consulting services
during the three months ended December 31, 1996

NOTE 5 - CHANGE IN ACCOUNTING METHOD FOR INVENTORIES

During  the third quarter of 1996, the Company changed its method
of  accounting for inventories from the last-in, first-out (LIFO)
method  to  the  first-in, first out (FIFO)  method.   Under  the
current  economic  environment  of  low  inflation,  the  Company
believes that the FIFO method will result in a better measurement
of   operating  results.   This  change  has  been   applied   by
retroactively  restating the accompanying  financial  statements.
The  change  did  not  have a significant effect  on  results  of
operations for the three months ended December 31, 1996,  nor  is
it  anticipated  that it will have a material  effect  on  future
periods.

NOTE 6 - RECLASSIFICATIONS

Certain items in the financial statements for the three months
ended December 31, 1995 have been reclassified to conform to
presentation of the three months ended December 31, 1996.

NOTE 7 - SUBSEQUENT EVENT

On February 12, 1997, the Company entered into an Asset Purchase
Agreement with Team Automobile Sales and Finance, Inc., Wholesale
Acquisitions, Inc. and Liberty Finance Company ("the Targets").
Under the terms of the Agreement, the Company will issue 352,156
shares of Class A common stock and a note payable in the amount of
$1,500,000 in exchange for substantially all of the assets of the
"Targets".  In addition, the company will assume substantially all
of the liabilities of the "Targets".


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

      The following analysis of the Company's financial condition
as  of  December 31, 1996 and the Company's results of operations
for  the three months ended December 31, 1996 and 1995 should  be
read  in conjunction with the Company's financial statements  and
notes thereto included elsewhere in this report.

Results of Operations

Three  Months  Ended December 31, 1996 Compared to  Three  Months
Ended December 31, 1995

       Sales increased $116,850 or 4% for the three months  ended
December  31, 1996, compared to the same period in 1995 primarily
due  to  increased inventory which allowed the  Company  to  fill
customer orders and decrease lost sales.

      Costs  of sales increased $8,520 or less than 1%,  for  the
three months ended December 31, 1996, compared to the same period
in  1995 due primarily to the increase in sales.  Gross profit as
a  percentage  of sales increased to 38% during the three  months
ended  December 31, 1995, compared to 36% for the same period  in
1995 primarily due to the Company being able to take advantage of
favorable terms from vendors subsequent to the Company's  initial
public offering.

      Selling,  general and administrative expenses increased  by
$392,837,  or  36%  compared to the same period  in  1995.   This
resulted  primarily  from the write off of  $230,000  of  prepaid
consulting fees due to the termination of a consulting agreement.
In  addition, there were increased advertising costs  of  $51,000
associated  with  the  production and mailing  of  the  company's
catalog  and general overhead increased by approximately $112,000
primarily  due  to the compliance and reporting  requirements  of
being a public company.

     Other  expense consisted of interest income and expense  and
miscellaneous income at a net expense amount of $44,518  for  the
three months ended December 31, 1996 compared to $56,834 for  the
same period in 1995.

      Benefit from income taxes increased $212,798 for the  three
months ended December 31, 1996.  This is mainly due to a decrease
in  net  deferred tax liabilities and a net operating loss carry-
forward.   Benefit from income taxes for the three  months  ended
December  31, 1995 increased $53,000 mainly due to a decrease  in
the net deferred tax liabilities.

      In  connection with the Company's completion of  a  private
placement  on September 20, 1995, the excess of the  $950,000  of
cash  paid  and Class A common stock issued (which was valued  at
$60,000)  to redeem and convert the preferred stock issued,  over
the  private  placement  proceeds  assigned  to  preferred  stock
($363,265)  was accreted from the issuance date to the redemption
date  (November  15, 1995).  This resulted in a decrease  in  net
earnings applicable to common stock of $533,032 during the  first
quarter of 1996.

Liquidity and Capital Resources.

The following table sets forth the major components of the
increase (decrease) in cash:

                                               Three Months Ended
                                                   December 31

                                                1996         1995
                                         (dollar amounts in thousands)

 Net cash used for operating activities       $   (211)  $  (1,324)
 Net cash provided by investing activities          43         518
 Net cash provided by financing activities    $     15   $   1,348

 Net increase (decrease) in cash              $    (10)  $     542


      Inventory  levels decreased by $131,370  and  increased  by
$176,517  for the three months ended December 31, 1996 and  1995,
respectively.   Inventory decreased during the first  quarter  of
the  1997  fiscal  year due to the seasonality of  the  Company's
business.   The  primary  reason for the  increase  in  inventory
during  the  first quarter of fiscal year 1996 was the  Company's
working  capital position.  Prior to the initial public offering,
the Company was unable to replenish inventory, as needed, due  to
marginal  working  capital.  This is  also  the  reason  for  the
decrease  in  accounts payable of $437,362 for the  three  months
ended  December 31, 1996 compared to a decrease of  $764,704  for
the three months ended December 31, 1995.

      Prepaid expenses decreased by $400,313 and $58,429 for  the
three months ended December 31, 1996 and 1995 respectively.  This
was primarily due to the amortization of prepaid catalog expenses
and  prepaid  GM  royalties.  Also during the  first  quarter  of
fiscal year 1997, the Company wrote off approximately $230,000 of
prepaid  consulting fees due to the termination of  a  consulting
agreement.

     Cash provided by investing activities exceeded cash used for
investing  activities  by $518,159 for  the  three  months  ended
December  31,  1995,  primarily due to repayments  of  notes  and
advances  by  affiliates  in the amount of  $561,850  during  the
period.

     Cash provided by investing activities exceeded cash used for
investing  activities  by  $42,739 for  the  three  months  ended
December  31, 1996 primarily due to payments received on  a  note
from a stockholder of $94,000.

      Financing  activities provided cash of $1,347,795  for  the
three  months  ended December 31, 1995.  This resulted  from  the
excess  of  proceeds from the sale of common stock of  $3,219,075
over  repayments  of  long-term debt  of  $891,421,  payments  on
capital  lease  obligations of $11,753, redemption  of  preferred
stock  of  $950,000, and dividends paid to preferred stockholders
of $18,106.

     Financing activities provided cash of $157,620 for the three
months ended December 31, 1996 primarily due to borrowings  under
a line of credit of $200,000

      The Company had working capital at December 31, 1996 in the
amount  of  $1,292,331.   The  management  of  the  Company   has
developed  and  implemented strategies to meet  future  liquidity
needs.   These strategies include (i) an initial public  offering
of  the  Company's  Class A Common Stock which was  completed  on
November 15, 1995; (ii) refinancing of the Company's mortgage  to
obtain  more favorable terms, and arranging a revolving  line  of
credit  to finance its seasonal increase in inventory and  annual
catalogue  production costs, which was accomplished in September,
1996;  and,  (iii)  a  tighter control  on  overall  costs.   The
Company's management believes that these actions, in addition  to
the working capital position at December 31, 1996, will allow the
Company to meet its future liquidity needs.

      In  the past, the Company advanced funds to Mr. Eckler (its
then  sole shareholder) for his use to invest in other, unrelated
business   ventures.    Mr.  Eckler,  through  various  entities,
purchased  real  property and entered into  mortgage  commitments
with  certain  financial institutions.  As  a  condition  of  the
mortgages, the Company was required to guarantee such loans.  The
Company  funded  these advances through its  working  capital  by
reducing  inventory  levels.   This  resulted  in  the  Company's
inability to adequately fill sales orders thereby reducing  sales
and cash flow.

      The  Company renegotiated with various lenders to eliminate
guarantees  on  the related entities' loans. The Company  further
terminated   lease   contracts  with  related  entities   thereby
decreasing  occupancy costs.  The Company is no longer  advancing
funds  to  Mr.  Eckler  or his affiliated entities.   Mr.  Eckler
repaid outstanding balances on loans from the Company to him  and
his  affiliated  entities upon completion of the  initial  public
offering.   The Company does not anticipate any new transactional
activity  between  the Company and Mr. Eckler or  his  affiliated
entities.   However,  in  the event any  such  transactions  were
proposed,  they  would  be  subject to  full  disclosure  to  and
authorization  by a majority of Board members or  Board-appointed
committee  not  having  an  interest  in  the  transaction,  full
disclosure to and approval of a majority of the shareholders  who
do not have an interest in the transaction, or the transaction is
fair  and reasonable as to the Company under Florida law  at  the
time it is authorized by the Board or the shareholders.  Further,
affiliated  transactions  having  fair  market  values  exceeding
certain  statutory amounts are required to be approved by holders
of  two-thirds  of  the  voting  shares  other  than  the  shares
beneficially   owned  by  the  shareholder  interested   in   the
transaction, unless the transaction is approved by majority  vote
of disinterested directors.

      In  September 1996, the Company refinanced a  $2.1  million
NationsBank  loan,  which was secured by the Company's  real  and
personal  property, maturing on October 1, 1997, and  carried  an
interest  rate of 3% above the prime rate quoted by  NationsBank.
The  Company's  monthly interest payments under  the  NationsBank
note were $22,000 and an interim balloon payment of $750,000  was
due  in  October  1996.   In  replacement  thereof,  the  Company
obtained  a  $2.4 million loan from Barnett Bank, Inc.  ("Barnett
Bank")  in  September  1996, secured by the  Company's  real  and
personal property, on terms the Company's management believes are
more favorable to the Company.  The new Barnett Bank loan matures
on  September 30, 1999.  The Company is obligated to make monthly
payments of $13,333 principal plus interest at the rate  of  1.5%
above  the prime rate quoted by Barnett Bank from time  to  time.
After using the loan proceeds to pay off the NationsBank loan  in
the  amount  of  $2,197,623, a first  mortgage  on  certain  real
property owned by the Company in the amount of $130,902, and loan
closing costs in the amount of $54,009, the Company received  net
loan proceeds of $17,467.

      In  September 1996, the Company also obtained a $1  million
revolving  line  of  credit from Barnett Bank.   Any  outstanding
principal balance will bear interest at 1.5% above the prime rate
quoted  by  Barnett Bank.  Interest is payable  monthly  and  any
unpaid  principal balance, plus accrued and unpaid  interest,  is
due  on demand.  After payment of closing costs in the amount  of
$133,073,  the  Company  had  an  available  line  of  credit  at
September 30, 1996 of $866,927.  Included in the closing costs of
$133,073  was  approximately $130,000 to pay off  capital  leases
secured  by  computer  equipment.  However, the  total  principal
balance  outstanding on the line of credit at any time shall  not
exceed,  prior  to or after a request for draw  or  advance,  the
lesser  of (i) $1,000,000, or (ii) 70% of the Company's  accounts
receivable that meet certain criteria, plus 50% of the  Company's
inventory that meet certain criteria, plus 25% of work in process
in molds.

      The  capital  infusion  from the Company's  initial  public
offering  permitted the Company to commence increasing  inventory
levels to enhance more favorable terms with its lenders and  take
advantage  of  quantity  and  cash  discounts.   Similarly,   the
Company's management believes that the addition of the  new  line
of  credit available from Barnett Bank will enhance the Company's
management  of  cash flow, and further facilitate  the  Company's
ability to build inventory for its peak marketing season and fund
catalog   production   costs  which  will  approximate   $950,000
annually.    The  Company  believes  that  this  will  facilitate
improvement  of its sales and gross margins.  Prior to  obtaining
the  line of credit, the Company was required to utilize its  own
cash in the approximate amount of $1,200,000 for costs associated
with the publication and mailing of its 1996 spring catalogue  in
preparation  for  its  peak selling season.   This  affected  the
Company's  cash  flow  and  Company's ability  to  keep  on  hand
sufficient  inventory  to meet product  demand  during  the  peak
selling  season.   The  Company's management  believes  that  the
availability of the line of credit will also further enhance  the
Company's ability to purchase and manufacture inventory under the
GM  Agreement which will also result in an increase in sales  and
cash  flow.   The Company believes that its refinancing  of  bank
debt and the obtaining of a revolving line of credit will provide
the  Company  with  sufficient cash to meet  its  needs  for  the
foreseeable future.

Seasonality

       The  business  of  the  Company  is  subject  to  seasonal
fluctuations.  Historically, the business has realized  a  higher
portion of its revenues in the third and fourth quarters  of  the
Company's  fiscal year and the lowest portion of its revenues  in
the  first  quarter.  The business of the Company is particularly
dependent on sales to Corvette enthusiasts during the spring  and
summer months. This is the time of year that Corvette enthusiasts
are  preparing for upcoming car shows that are held in  the  late
summer and early fall.

Inflation

      Although the effects of inflation on the Company cannot  be
accurately  determined, the Company believes that  inflation  has
had  a  significant impact on the Company's results of operations
for  the  periods presented.  Historically, the Company has  been
generally unable to pass price increases on to customers  due  to
the  competitive  environment  in  which  the  Company  operates.
Management  believes it has been able to minimize the  effect  of
inflation  by  decreasing  its operating  costs,  increasing  its
employee   productivity   and  fully  utilizing   its   marketing
capabilities.

                             PART II
                                
                     ECKLER INDUSTRIES, INC.
                                
                                
                        OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits
          
               Exhibit 27 - Financial Data Schedules
               
          (b)  Reports on Form 8-K
          
               A current report on Form 8-K Item 5 was filed by
          Eckler Industries, Inc. on December 31, 1996.



                           SIGNATURES



     In accordance with the requirements of the Exchange Act, the
Registrant caused this report on Form 10-QSB to be signed on its
behalf by the undersigned, thereunto duly authorized on February
14, 1997.

                              ECKLER INDUSTRIES, INC.


                              By:/s/Gary R. Smith
                                    Gary R. Smith
                                    President/CEO


     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

Signatures              Title                         Date

/s/ Gary R. Smith       President, Chief Executive    February 14, 1997
Gary R. Smith           Officer and Director

/s/Joseph M. Barnes     Vice President of Finance     February 14, 1997
Joseph M. Barnes        and Operations

/s/ Ernest Restina      Controller                    February 14, 1997
Ernest Restina