<PAGE>




                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                   FORM 10-Q


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                    OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended September 30, 1996   Commission File Number 0-27642




                      TRANSDERM LABORATORIES CORPORATION                
            (Exact name of registrant as specified in its charter)



       Delaware                                        13-3518345
(State of Incorporation)                (I.R.S. Employer Identification No.)



          1212 Avenue of the Americas, 24th Floor, New York, NY 10036
                   (Address of principal executive offices)



                 Registrant's Telephone Number:  212-398-0700



The registrant 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,
and has been subject to such filing requirements for the past 90 days.


As of October 31, 1996, 40,000,000 shares of Common Stock, $.001 Par Value,
were outstanding.  







                                    Page 1<PAGE>
<PAGE>
<TABLE>

                         TRANSDERM LABORATORIES CORPORATION         Part I
                            CONSOLIDATED BALANCE SHEETS             Item 1
                                   (In thousands)                   Page 2
<CAPTION>

                                                September 30,   December 31,
<S>                                                  1996           1995    
ASSETS                                            (Unaudited)

CURRENT ASSETS                                        <C>           <C>
  Cash                                                $     8       $     8
  Accounts receivable                                   1,167           650
  Inventories (Note 3)                                  1,124           934
  Deferred income taxes - current                         106            72
  Other current assets                                     24             0
    Total Current Assets                                2,429         1,664

PROPERTY, PLANT & EQUIPMENT 
  Land and building                                     2,854         2,854
  Other property, plant & equipment                     7,840         7,530
    Total Property, Plant & Equipment                  10,694        10,384
  Less accumulated depreciation & amortization          5,366         4,855
    Net Property, Plant & Equipment                     5,328         5,529

NON-CURRENT ASSETS
  Deferred income taxes                                   745           989
  Payable to Health-Chem as net operating loss and                           
    tax credit carryforwards are used                    <432>         <803>
  Long-term receivable - Health-Chem                      795         1,939
  Other non-current assets                                  0             1
    Total Non-Current Assets                            1,108         2,126
TOTAL ASSETS                                          $ 8,865       $ 9,319

LIABILITIES AND STOCKHOLDERS' EQUITY <DEFICIENCY> 

CURRENT LIABILITIES
  Accounts payable                                    $ 1,257       $   250
  Accrued expenses and other current liabilities          196           552
  Current portion of redeemable preferred stock         1,000           500
  Preferred dividends payable                               0           233
  Income taxes payable                                     16            91
    Total Current Liabilities                           2,469         1,626

LONG-TERM LIABILITIES
  Subordinated promissory note                          7,000         7,000
  Other long-term debt                                      0           200
  Deferred income taxes                                   489           537

REDEEMABLE PREFERRED STOCK                              8,500         9,500

STOCKHOLDERS' EQUITY <DEFICIENCY>                 
  Common stock                                             40            40
  Retained deficit                                     <9,633>       <9,584>
    Total Stockholders' Equity <Deficiency>            <9,593>       <9,544>
TOTAL LIABILITIES AND STOCKHOLDERS' 
 EQUITY <DEFICIENCY>                                  $ 8,865       $ 9,319

<FN>
See Notes to Consolidated Financial Statements.<PAGE>
<PAGE>

</TABLE>
<TABLE>


                      TRANSDERM LABORATORIES CORPORATION             Part I
               CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)     Item 1
                       (In thousands, except share data)             Page 3
<CAPTION>


                                                        For The Nine Months
                                                        Ended September 30,
                                                          1996        1995 
<S>
REVENUE:                                                <C>         <C>
  Net sales                                             $10,022     $ 9,468
  Cost of goods sold                                      4,198       3,830
  Gross profit                                            5,824       5,638

OPERATING EXPENSES:
  Selling, general and administrative expense             1,696       1,447
  Legal expense                                           1,514         129
  Research and development expense                        1,667       1,903
  Net interest expense                                      330         416
    Total operating expenses                              5,207       3,895

INCOME FROM OPERATIONS                                      617       1,743
  Other income                                               42         100

INCOME FROM OPERATIONS BEFORE TAXES                         659       1,843
  Income tax provision (Note 2)                             201         697 

NET INCOME                                                  458       1,146
                                         
PREFERRED DIVIDENDS                                         507          58

NET <LOSS> INCOME AVAILABLE TO COMMON STOCKHOLDERS      $   <49>    $ 1,088


Earnings per Common Share (primary & fully
  diluted)  (Note 4):

NET <LOSS> INCOME PER COMMON SHARE                      $  0.00     $  0.03

Average number of common shares outstanding (Note 4)
  Primary                                            47,254,285  40,000,000
  Fully Diluted                                      47,365,893  40,000,000









<FN>

See Notes to Consolidated Financial Statements.




<PAGE>
<PAGE>

</TABLE>
<TABLE>


                      TRANSDERM LABORATORIES CORPORATION             Part I
               CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)     Item 1
                       (In thousands, except share data)             Page 4
<CAPTION>


                                                       For The Three Months
                                                       Ended September 30, 
                                                         1996         1995 
<S>
REVENUE:                                               <C>          <C>
  Net sales                                            $ 2,990      $ 3,700
  Cost of goods sold                                     1,325        1,446
  Gross profit                                           1,665        2,254

OPERATING EXPENSES:
  Selling, general and administrative expense              554          643
  Legal expense                                            753           22
  Research and development expense                         523          741
  Net interest expense                                      69          142
    Total operating expenses                             1,899        1,548

<LOSS> INCOME FROM OPERATIONS BEFORE TAXES                <234>         706
  Income tax <benefit> provision                          <105>         270 

NET <LOSS> INCOME                                         <129>         436
                                               
PREFERRED DIVIDENDS                                        166           58 

NET <LOSS> INCOME AVAILABLE TO COMMON STOCKHOLDERS     $  <295>     $   378


Earnings per Common Share (primary & fully
  diluted)  (Note 4):

NET <LOSS> INCOME PER COMMON SHARE                     $ <0.01>     $  0.01

Average number of common shares outstanding (Note 4)
  Primary                                           46,855,346   40,000,000
  Fully Diluted                                     46,855,346   40,000,000









<FN>
See Notes to Consolidated Financial Statements.




<PAGE>
<PAGE>

</TABLE>
<TABLE>
                     TRANSDERM LABORATORIES CORPORATION              Part I
                      CONSOLIDATED CASH FLOW STATEMENTS              Item 1
                                 (Unaudited)                         Page 5
                                (In thousands)
<CAPTION>

                                                        For The Nine Months
                                                        Ended September 30,
                                                          1996        1995 
<S>
Cash was Provided by <Used for>:                        <C>         <C>
OPERATIONS:
  Net income                                            $   458     $ 1,146
  Adjustments to reconcile net income to net cash 
   provided by operations:
    Depreciation and amortization                           511         527
    Deferred income taxes                                   162         591
  Changes in:
    Accounts receivable                                    <517>         81
    Inventories                                            <190>       <107>
    Other current assets                                    <24>          0
    Other non-current assets                                  1           0
    Accounts payable                                      1,007        <157>
    Accrued expenses and other current liabilities         <356>       <102>
    Income taxes payable                                    <75>        <29>
  Net cash provided by operations                           977       1,950

INVESTING:
  Additions to property, plant and equipment               <310>       <476>
  Net cash used for investing                              <310>       <476>

FINANCING:
  Borrowings from <payments to> affiliates, net             773      <1,392>
  Other long-term debt payments                            <200>          0
  Redemption of preferred stock                            <500>          0
  Preferred dividends paid                                 <740>          0
  Decrease in Health-Chem equity in land and building         0         <73>
  Net cash used for financing                              <667>     <1,465>

Net Increase in Cash                                          0           9
Cash at beginning of period                                   8           3
Cash at end of period                                   $     8     $    12

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Interest                                            $   482     $   423
    Income taxes                                            114         156
Supplemental Schedule of Noncash Investing and Financing:
  Issuance of redeemable preferred stock in exchange
    for land and building and the stock of Hercon    
    Laboratories Corporation                                  0      10,000
  Issuance of 40,000,000 shares of Transderm
    Laboratories Corporation common stock, $.001 par
    value, in exchange for the previously issued $.01
    par value common shares                                   0          40
  Increase in Health-Chem payable for the right to use
    net operating loss and tax credit carryforwards           0         963

<FN>
See Notes to Consolidated Financial Statements.
<PAGE>
<PAGE>

                       TRANSDERM LABORATORIES CORPORATION            Part I
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        Item 1
                                   (Unaudited)                       Page 6





1.  Basis of Presentation

    The consolidated financial statements include the accounts of Transderm
    Laboratories Corporation and its subsidiary, Hercon Laboratories
    Corporation ("Hercon").  Transderm Laboratories Corporation and Hercon
    Laboratories Corporation are sometimes hereinafter referred to
    collectively as the "Company".  The Company is an indirect 90% owned
    subsidiary of Health-Chem Corporation ("Health-Chem").

    The Consolidated Balance Sheet as of September 30, 1996, the Consolidated
    Statements of Operations and the Consolidated Cash Flow Statements for the
    interim periods ended September 30, 1996 and 1995 have been prepared by
    the Company, without audit.  In the opinion of the Company, all necessary
    adjustments, consisting of normal recurring items, have been made to
    present fairly the financial position, results of operations and cash
    flows at September 30, 1996 and for all periods presented.  Certain
    amounts included in the consolidated financial statements relating to
    prior periods have been reclassified to conform to the current
    presentation.

    Certain information and note disclosures normally included in financial
    statements prepared in accordance with generally accepted accounting
    principles have been condensed or omitted.  It is suggested that these
    consolidated financial statements be read in conjunction with the
    consolidated financial statements and notes thereto included in the
    Company's December 31, 1995 Annual Report on Form 10-K.  The results of
    operations for the periods ended September 30, 1996 and 1995 are not
    necessarily indicative of the operating results for the full years.


2.  Taxes on Income  (In thousands)                    For the Nine Months
                                                       Ended September 30,
                                                         1996        1995 

    Taxes on income include provision <benefit> for:  
      Federal income taxes                             $   212     $   591 
      State and local income taxes                         <11>        106 
        Total                                          $   201     $   697 

    Taxes on income are comprised of:
      Current                                          $    39     $   106 
      Deferred                                             162         591 
        Total                                          $   201     $   697 



<PAGE>
<PAGE>



                       TRANSDERM LABORATORIES CORPORATION            Part I
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        Item 1
                                   (Unaudited)                       Page 7



    A reconciliation of taxes on income to the federal statutory rate is as
    follows:
                                                         For the Nine Months
                                                         Ended September 30,
                                                           1996        1995 

    Tax provision at statutory rate                      $   225     $   627
    Increase <decrease> resulting from:
      State and local taxes, net of federal tax benefit        1          70
      Reversal of valuation allowance                        <25>          0
    Tax provision                                        $   201     $   697


3.  Inventories  (In thousands)

                                       September 30, 1996    December 31, 1995

    Raw materials                             $ 1,026             $   749
    Finished goods and work in process             98                 185
    Total inventories                         $ 1,124             $   934


4.  Earnings Per Share

    Primary and fully diluted earnings per share are computed based upon the
    weighted average number of common shares outstanding after adjustment for
    any dilutive effect of the Company's stock options.


5.  Legal Proceedings

    Reference is made to Item 8, Financial Statements, Note 5 of the Notes to
    Consolidated Financial Statements in Registrant's Annual Report on Form
    10-K for the fiscal year ended December 31, 1995 for a description of an
    action in the United States District Court for the District of Delaware
    entitled Key Pharmaceuticals Inc. v. Hercon Laboratories Corporation.  A
    trial in this action was completed on October 10, 1996.  The Court has
    ordered that all post-trial briefs in this matter shall be filed by
    December 6, 1996 at which time oral argument will be scheduled.




<PAGE>
<PAGE>

                       TRANSDERM LABORATORIES CORPORATION            Part I
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF          Item 2
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS       Page 8



Results of Operations

The following discussion includes certain forward-looking statements.  Such
forward-looking statements are subject to a number of factors, including
material risks and uncertainties, including those referred to herein and in
the Company's Reports on Form 10-K and Form 10-Q, which could cause actual
results to differ materially from the forward-looking statements.

Net sales increased $554,000 for the nine months ended September 30, 1996 as
compared to the same period in 1995.  The increase is due primarily to greater
demand from distributors for transdermal nitroglycerin patches ($234,000) and
to higher selling prices ($320,000).

Net sales decreased $710,000 for the quarter ended September 30, 1996 as
compared to the same period in 1995.  The decrease in net sales consists of an
$839,000 decrease in volume, partially offset by $129,000 in higher selling
prices.  The net sales decrease was due to lower sales to one of the Company's
domestic distributors, which in August 1996 obtained approval from the United
States Food and Drug Administration for the manufacture and sale of its own
nitroglycerin patches.  This distributor accounted for approximately 51% of
the Company's sales for the year ended December 31, 1995.  In addition to the
expected loss of sales to this distributor, it is anticipated that this
distributor's nitroglycerin patches will compete with the Company's
nitroglycerin patches.  Sales to all of the Company's other distributors of
nitroglycerin patches increased during the period, as compared to both the
same period in 1995 and the second quarter of 1996.

Gross profit increased $186,000, or 3%, for the nine months ended September
30, 1996 as compared to the same period in 1995.  Gross profit as a percentage
of net sales decreased from 60% for 1995 to 58% for 1996.  Gross profit
increased primarily due to increased domestic sales volumes of transdermal
nitroglycerin patches.  Lower margins reflect increased domestic sales volumes
of lower margin products, as well as increased operating costs.

Gross profit decreased $589,000, or 26%, for the quarter ended September 30,
1996 as compared to the same period in 1995.  Gross profit as a percentage of
net sales decreased from 61% for 1995 to 56% for 1996.  Gross profit decreased
primarily due to decreased domestic sales volumes of transdermal nitroglycerin
patches.  Lower margins reflect the change in relationship of lower margin
export sales to higher margin domestic sales, as well as increased operating
costs.

Selling, general and administrative expenses, excluding legal expenses,
increased $249,000 for the nine months ended September 30, 1996 as compared to
the same period in 1995.  This increase is due primarily to a higher
allocation of expenses from affiliates of $122,000 and from higher data
processing and consulting costs.  Selling, general and administrative expenses
incurred by Health-Chem which cannot be directly attributed to a specific
subsidiary are allocated to the Company based upon its net sales as a
percentage of Health-Chem's net sales.  The Company's allocation of Health-
Chem's total expenses was 26% for both the nine months ended September 30,
1996 and 1995.  For the quarter ended September 30, 1996, selling, general and
administrative expenses, excluding legal expenses, decreased $89,000.  This
decrease is due primarily to a lower allocation of expenses from affiliates of
$74,000 and from decreased royalty costs.

<PAGE>


                       TRANSDERM LABORATORIES CORPORATION            Part I
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF          Item 2
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS       Page 9



Legal expenses for the nine months and quarter ended September 30, 1996
increased $1,385,000 and $731,000, respectively, as compared to the same
periods in 1995.  In August 1995, Key Pharmaceuticals, Inc. commenced an
action against Hercon relating to some of Hercon's improved transdermal
nitroglycerin products.  The increased legal expenses are primarily due to the
costs related to the defense of this action, including preparation for trial,
which was commenced at the end of September 1996.

Research and development expenses for the nine months and quarter ended
September 30, 1996 decreased $236,000 and $218,000, respectively, as compared
to the same periods in 1995.  These decreases are due primarily to lower
outside testing and clinical materials expenses.  These expenses are expected
to remain below 1995 levels through the fourth quarter of 1996 and are
expected to increase in the first quarter of 1997 as the Company commences new
phases of clinical studies.

Net interest expense for the nine months and quarter ended September 30, 1996
decreased $86,000 and $73,000, respectively, as compared to the same periods
in 1995 due primarily to capitalized interest related to new equipment under
construction of $65,000 and to a reduction in the outstanding balance of a
note payable to Circa Pharmaceuticals, Inc. which was paid in full in June
1996.

Other income for the nine months ended September 30, 1996 decreased $58,000 as
compared to the same period in 1995.  This decrease is due to nonrecurring
proceeds of $100,000 received from entering into a distribution agreement in
1995, partially offset by $42,000 of 1996 development work income.

Income from operations before taxes decreased $1,184,000 and $940,000 for the
nine months and quarter ended September 30, 1996, respectively, as compared to
the same periods in 1995 due primarily to the factors discussed above.  Income
tax provision varies with the amount and nature of the components of income
from operations before taxes.  The decrease in the effective tax rate from 38%
for the nine months ended September 30, 1995 to 31% for the nine months ended
September 30, 1996 is due primarily to a reversal of a portion of the
valuation allowance amounting to $25,000, with such reversal directly reducing
the income tax provision (See Note 2).

Preferred dividends of $507,000 and $166,000 for the nine months and quarter
ended September 30, 1996, respectively, reflect dividends associated with the
Company's Redeemable Preferred Stock, $10.00 par value, issued on August 31,
1995.  On March 31, 1996, the Company, as required, redeemed 50,000 shares of
the 1,000,000 shares of preferred stock that were issued.  Annual dividend
payments required are $.70 per share.

The results of operations for the periods ended September 30, 1996 and 1995
are not necessarily indicative of the operating results for the full years.
<PAGE>
<PAGE>
                      TRANSDERM LABORATORIES CORPORATION              Part I
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF           Item 2
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS        Page 10


Liquidity and Capital Resources

The following measures of liquidity are drawn from the Company's consolidated
financial statements.

                                            September 30,      December 31,
                                                 1996              1995    

Working capital (in thousands)                    $<40>             $ 38
 (Current assets less current liabilities)

Current ratio                                      1.0               1.0
 (Current assets/current liabilities)

Quick ratio                                        0.5               0.4
 (Cash and receivables/current liabilities)


Working capital decreased $78,000 from December 31, 1995 to September 30, 1996
due to an $843,000 increase in current liabilities, partially offset by a
$765,000 increase in current assets.  Accounts receivable, inventory, deferred
taxes and other current assets increased $517,000, $190,000, $34,000 and
$24,000, respectively.  The increase in accounts receivable is due primarily
to the majority of sales for the quarter ending September 30, 1996 occurring
in the latter part of the quarter.  Inventory growth reflects the timing of
raw material purchases.  The increase in current liabilities is due to
increases in accounts payable and the current portion of redeemable preferred
stock of $1,007,000 and $500,000, respectively, partially offset by decreases
in accrued expenses, preferred dividends payable and state taxes payable of
$356,000, $233,000 and $75,000, respectively.

Cash provided by operations for the nine months ended September 30, 1996 was
$977,000.

The Company has not paid cash dividends on its Common Stock and does not
anticipate doing so in the foreseeable future.

The Company has financed its capital requirements primarily from cash flow
generated from operations and borrowings from its affiliates.  

Capital expenditures in 1996 for property, plant and equipment are expected to
be approximately $400,000.  These capital expenditures will primarily consist
of equipment needed to assemble and package the Company's second generation
nitroglycerin products.

Health-Chem is a borrower along with its affiliates, including the Company, 
under the terms of a $6,000,000 line of credit with The First National Bank of
Maryland.  Pacific Combining Corporation ("Pacific"), a subsidiary of Health-
Chem, is a borrower under the terms of a $1,750,000 term loan with The First
National Bank of Maryland.  Borrowings under the line of credit and term loan
are collateralized by a pledge of substantially all of the assets of Health-
Chem, Pacific, the Company, and Health-Chem's other operating subsidiaries
with the exception of real estate.  The line of credit and term loan, which
expire on October 15, 1997 and November 15, 2000, respectively, are subject to
various financial covenants.  At September 30, 1996, Health-Chem and its 



<PAGE>


                      TRANSDERM LABORATORIES CORPORATION              Part I
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF           Item 2
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS        Page 11



affiliates were in compliance with the covenants, as amended, except for the
fixed charge coverage covenant.  First National has granted the Company a
waiver for this covenant.  The Company is currently in negotiations with First
National to amend and extend the loan agreement to July 1998.  The Company
currently anticipates a successful completion of these negotiations prior to
the end of November 1996.

The Company is required to make semi-annual interest payments each March and
September on its $7,000,000, 9% Subordinated Promissory Note, with the
principal amount of $7,000,000 payable on March 31, 1999.  In March 1996, the
Company, as required, commenced the semi-annual interest payments.  The
Company made the additional required 1996 semi-annual interest payment in
September.

The Company is required to make semi-annual preferred dividend payments each
March and September at the annual rate of $.70 per share on the then-
outstanding shares of its redeemable preferred stock, $10.00 par value.  In
March 1996, the Company, as required, commenced the semi-annual dividend
payments and redeemed, for $500,000, 50,000 shares.  The Company made the
additional required 1996 semi-annual dividend payment in September. 
Additional required redemption payments are $1,000,000 annually in 1997
through 2004 and $1,500,000 in 2005.

Pursuant to a Corporate Services Agreement between the Company and Health-
Chem, Health-Chem provides or otherwise makes available to the Company certain
general corporate services provided by Health-Chem's corporate staff,
including, but not limited to, accounting, tax, corporate communications,
legal, data processing, purchasing, human resources, financial and other
administrative staff functions, and arranges for administration of insurance
and employee benefit programs.  The Company reimburses Health-Chem for the
actual out-of-pocket cost to Health-Chem or, for those services not directly
attributable to the Company, reimburses them based upon a method (allocation
based upon the Company's net sales as a percentage of Health-Chem's
consolidated net sales) which is considered by the Company to be reasonable. 
The Company reimbursed Health-Chem approximately $821,000 and $699,000 for the
nine months ended September 30, 1996 and 1995, respectively.  The Agreement
has an initial term expiring on December 31, 1997 and will automatically renew
for successive one-year terms.  The Company will be required to provide 30
days' notice prior to cancellation of the Agreement.

Pursuant to a tax sharing agreement between the Company and Health-Chem, the
Company is required to pay Health-Chem as it uses its net operating loss and
tax credit carryforwards to offset future taxable income.  At September 30,
1996, the maximum amount of such payments which may be made in the future was
$432,000.

The semi-annual interest payment on the subordinated promissory note is
$315,000 and the semi-annual dividend on the preferred stock currently
outstanding is $332,500.  In addition to the cumulative dividends and interest
payments, the Company is obligated to redeem the preferred stock and repay the
promissory note as described above.  The Company anticipates that internally
generated funds may not be sufficient to provide the Company with cash to meet
all of these retirement and redemption obligations and thus the Company may
need to raise additional capital from third parties.
<PAGE>
<PAGE>
                                                                    Part II
                                                                     Item 1
                                                                    Page 12


PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

Reference is made to Item 3, Legal Proceedings, in Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 for a description of
an action in the United States District Court for the District of Delaware
entitled Key Pharmaceuticals Inc. v. Hercon Laboratories Corporation.  A trial
in this action was completed on October 10, 1996.  The Court has ordered that
all post-trial briefs in this matter shall be filed by December 6, 1996 at
which time oral argument will be scheduled.


Item 6.  Exhibits and Reports on Form 8-K

(a) None.

(b) During the three months ended September 30, 1996, the Company did not file
any reports on Form 8-K.

                                     SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    TRANSDERM LABORATORIES CORPORATION

November 4, 1996                    /s/  Robert D. Speiser               
                                    By:  Robert D. Speiser
                                         President            
                                         (Principal Executive Officer)


                                    /s/  Ronald J. Burghauser            
                                    By:  Ronald J. Burghauser
                                         Controller
                                         (Principal Financial Officer)
                                         (Principal Accounting Officer)

</TABLE>