<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  FORM l0-K
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES EXCHANGE
      ACT OF l934 [FEE REQUIRED]
For the fiscal year ended            December 31, 1995                        
                                         OR
/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from              to              

                    Commission file number     0-10946    

                          BOBBIE BROOKS, INCORPORATED                         
            (Exact name of registrant as specified in its charter)

               Delaware                                 34-0662362            
        (State of incorporation)          (I.R.S. Employer Identification No.)

  3830 Kelley Avenue, Cleveland, Ohio                   44114                 
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code      (216) 881-5300        

Securities registered pursuant to Section l2(b) of the Act:

Title of each class                  Name of each exchange on which registered
       None                                             None

Securities registered pursuant to Section l2(g) of the Act:

                   Common Stock, Par Value $.00l Per Share
                               (Title of class)

Indicate by check mark whether the registrant (l) has filed all reports 
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of 
l934 during the preceding l2 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes  X    No      

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

At March 1, 1996, the aggregate market value of the common shares held by 
non-affiliates of the registrant (based upon the average bid and asked prices 
of the Common Stock), was approximately $493,625.

As of March 1, l996, 4,932,400 shares of Common Stock were outstanding.

    Documents Incorporated by Reference                  Form l0-K Reference 
                                           None

           The exhibit index begins on page     of this Form l0-K.
                                 

<PAGE>


                                 PART I

ITEM l.  BUSINESS

(a) General Development of Business.

    Bobbie Brooks, Incorporated ("Brooks"), a Delaware corporation 
originally organized in Ohio in 1946, owns Buckeye Business Products, 
Inc. ("Buckeye"), which operates as a division and manufactures and 
markets computer and data processing supplies, approximately 85% of 
Allied Construction Products, Inc. ("Allied"), a Delaware corporation 
organized in 1993, which manufactures and distributes products for the 
construction and related industries, and approximately 62% of Aspen 
Imaging International, Inc. ("Aspen"), a Delaware corporation originally 
organized in Colorado in 1977, which manufactures and markets computer 
and data processing supplies.  Brooks also licenses the use by others of 
certain apparel-related and printing-related trademarks and tradenames.  
Brooks and its wholly-owned and majority-owned subsidiaries are 
collectively referred to as the "Company".  As of December 31, 1995, the 
Company employed approximately 220 persons.

    Brooks acquired Allied on March 1, 1993 and acquired Buckeye on 
January 1, 1994.  Buckeye acquired approximately 41% of Aspen on July 1, 
1993 and increased its ownership to approximately 62% during 1995.

    The Company's commercial printing subsidiary ceased its printing 
operations near the end of the 1994 first quarter and liquidated its 
assets.  The decision to discontinue this segment was made in the third 
quarter of 1993. The Company's retail subsidiary closed or sold its 
stores near the end of 1994.  The Company's apparel manufacturing 
operations (other than trademark licensing), which operations did not 
represent any material amount of the Company's business, completed their 
final season during 1994.

    On October 24, 1995, Pubco Corporation ("Pubco"), which owns 
approximately 90% of Brooks' Common Stock, announced that it had made 
separate proposals to Brooks and to Aspen, which if accepted, would 
result in Pubco owning 100% of Brooks and the assets of Aspen and the 
stockholders of each such company receiving Pubco Common Stock.

    The proposal made to Brooks would provide for the merger of Brooks 
into Pubco and the conversion of each six shares of Brooks Common Stock 
into one share of Pubco Common Stock.  The proposal made to Aspen would 
provide for the acquisition of the assets of Aspen by a wholly owned 
subsidiary of Pubco for Pubco Common Stock and the distribution to former 
Aspen stockholders of one share of Pubco Common Stock for each seven 
shares of Aspen Common Stock.

    The proposals are subject to the approval of Pubco's stockholders and 
the approval of the Board of Directors and stockholders of each of Brooks 
and Aspen, after each of those companies has received a fairness opinion 
from its independent financial advisor.




                                2
<PAGE>

(b) Financial Information About Industry Segments. 

    For purposes of industry segment reporting, the Company deems that 
its operations are conducted in two segments: computer printer supplies 
and construction products.  See Note K of Notes to Consolidated Financial 
Statements for further information on industry segment reporting.

(c) Narrative Description of Business.

Computer Printer Supplies Segment

    Buckeye, which operates as a division of Brooks, manufactures and 
markets computer ribbons, cartridge ribbons, computer paper, laser 
toners, remanufactured toner cartridges and thermal transfer ribbons.  
Buckeye also re-markets ink-jet supplies, magnetic media and copy paper.  
Ribbons constitute approximately 65% of Buckeye's business with paper and 
toner products representing 25% and 10%, respectively.  Aspen 
manufactures toner and purchases from suppliers, including Buckeye, 
ribbon products and other supplies for printing devices.  Some of Aspen's 
contractors produce component parts on molds owned by Aspen.  Ribbon 
products constitute approximately 50% of Aspen's business with toner 
products constituting approximately 35%.  The remaining 15% of Aspen's 
business is derived from the purchase and resale of other office supplies 
used primarily with printing devices and from the sale of its 
AspenGuideR, the definitive computer printer industry compatibility guide 
which provides cross-reference information concerning ribbons, fax, laser 
and other related supplies.  At December 31, 1995, Buckeye employed 
approximately 100 persons and Aspen employed approximately 20 persons.

    Buckeye markets its products exclusively through an in-house 
telemarketing organization primarily to end-users in the United States.  
Buckeye also produces products for the original equipment manufacturer 
("OEM") market.  Aspen's products are sold primarily through dealers 
located in the United States who resell the products to end-users, 
sometimes utilizing their own labeling.

    Buckeye has approximately 12,000 accounts, none of which represents 
5% of its business.  Aspen has approximately 2,000 accounts, none of 
which represents 5% of its business.

    Principal raw materials used by Buckeye are nylon impression fabric 
which is primarily purchased from one weaving mill, but is readily 
available from other sources, uncoated free sheet paper, which is 
purchased primarily from two suppliers, but is also readily available 
from numerous sources, and plastic cartridge components, which are 
purchased from numerous suppliers.  Toner manufacturing chemicals are 
purchased by Aspen from numerous suppliers.

    Neither Buckeye's nor Aspen's business is seasonal and neither relies 
on patents or trademarks for any material part of its business.







                                3
<PAGE>
    

    Backlog is not important to Buckeye's business which depends on sales 
to end users who purchase product when needed or on scheduled 
deliveries.  Backlog is not important to Aspen which depends on sales to 
dealers who purchase product when needed.  Both Buckeye and Aspen 
generally maintain a one to two month's supply of inventory.

    There are no dominant suppliers of product in the computer printing 
supplies market which has numerous manufacturers and resellers.  

Construction Products Segment

    Allied designs, manufactures, assembles and distributes products for 
the construction, utility and mining industries.  Primary product lines 
are divided into (A) products which are mounted on excavators, industrial 
tractors, loaders and other equipment, including (i) hydraulic hammers 
used for breaking rock, concrete and similar materials, (ii) hydraulic 
mounted compactors used for soil compaction and pile and sheeting driving 
applications, (iii) grapples used for material handling and demolition, 
(iv) asphalt cutters, and (v) hydraulic pedestal boom systems used for 
breaking oversize material at rock crushing operations and for waste 
handling operations, and (B) underground products, including (i) 
pneumatic piercing tools used to make horizontal holes for placement or 
repair of underground utility lines, and (ii) aluminum trench supports 
used to support the walls of open construction trenches.  During the last 
three fiscal years, mounted products represented approximately 80-85% of 
Allied's sales while underground products represented the balance.

    Allied maintains a contractual relationship with Krupp 
Maschinentechnik GmbH, a German manufacturer of hammers and the component 
parts thereof, under which these component parts are purchased by Allied, 
assembled by Allied and exclusively sold and distributed in the United 
States and Canada under Allied's own tradenames.  These purchases have 
represented approximately 50% of Allied's total component and material 
purchases during the past three fiscal years.

    Other sources of components and materials for Allied's products 
include various metal products manufacturers, hydraulic system component 
suppliers, and steel and aluminum suppliers, principally located in the 
United States.  No other supplier represents more than 5% of Allied's 
component and material purchases.  Raw materials used in the manufacture 
of Allied's products are available from a variety of sources.

    Allied's business is seasonal with approximately 60% of its annual 
sales generated during the first half of the calendar year.

    Allied actively sells to over 200 customers, none of which represents 
more than 5% of Allied's annual sales.  

    Firm order backlog totalled approximately $4,286,000 as of February 
23, 1996 compared to approximately $4,103,000 at February 24, 1995.  
Average backlog ranges from a high of $5,000,000 to a low of less than 
$1,000,000.  Backlog represents orders expected to be filled within the 
current fiscal year.



                                4
<PAGE>



    Allied markets its products principally through distributors.  Allied 
competes with approximately 15 other foreign and domestic manufacturers 
in the mounted product market and approximately 10 other foreign and 
domestic manufacturers in the underground product market.  None of 
Allied's competitors are believed to hold a dominant position although 
some have greater financial resources than Allied.

     At December 31, 1995, Allied employed approximately 75 persons.

Trademark Licensing

    Since 1986, Garan, Incorporated, a New York City based AMEX company, 
has been using the "Bobbie Brooks", "New Expressions by Bobbie Brooks" 
and "Present Co. by Bobbie Brooks" registered trademarks under a license 
agreement with Brooks.  Garan and its sublicensees sell sportswear under 
these labels exclusively at Wal-Mart Stores.  While the license agreement 
allows sales throughout the United States, Canada, Puerto Rico and 
Mexico, sales are actually occurring only where Wal-Mart operates retail 
stores.  Through December 31, 1995, the license agreement provided for a 
quarterly licensing fee based upon sales of garments bearing these 
trademarks.  Effective for the three year period commencing January 1, 
1996, Brooks will receive a set annual licensing fee of $475,000, payable 
quarterly.  Under separate licensing agreements with two unaffiliated 
commercial printers, Brooks has been licensing the use of its 
"Tabard/Copley" tradename in the cities of New York and Atlanta in 
exchange for monthly licensing fees based upon sales of printing services 
by such printers using this tradename.  All licensing fees are recorded 
within the Corporate segment in Industry Segment Information at Note K.  


ITEM 2.  PROPERTIES

    The Company owns or leases the following properties:

                        Owned or   Square                               
      Location          Leased     Footage               Use            

St. Louis, MO           Owned      100,000   Commercial printing/offices
                                             leased through 2001

Cleveland, OH           Leased     312,000   Buckeye's/Allied's operations
                                             executive/administrative
                                             facilities; portion subleased
                                             to third party

Dixon, IL               Owned       22,000   Retail; for sale









                                5
<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

    The Company is not involved in any material pending legal proceedings.


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

    No matters were submitted to a vote of security holders during the 
fourth quarter of the year ended December 3l, l995.














































                                6
<PAGE>


                             PART II


ITEM 5.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY 
         AND RELATED STOCKHOLDER MATTERS   


(a) Market Information.

    The Company's Common Stock is traded over-the-counter and quoted on 
NASDAQ SmallCap Market under the symbol BBKS.  The following table 
presents for 1994 and 1995 the high and low bid prices of the Company's 
Common Stock as reported by NASDAQ.  Quotations are interdealer prices 
which do not include retail markups, markdowns or commissions and do not 
necessarily represent actual transactions.


1994                                            High            Low       
    First Quarter                             $ 1 5/8        $ 1 5/8      
    Second Quarter                              1 5/8          1 3/8      
    Third Quarter                               1 5/8          1 3/8      
    Fourth Quarter                              1 1/2          1 1/8      
1995                                                                      
    First Quarter                             $ 1 1/8        $ 1          
    Second Quarter                              1 1/4          1          
    Third Quarter                               1 5/16         1          
    Fourth Quarter                              1 1/8            3/4      


(b) Holders.

    There were approximately 4,700 stockholders of record as of March 1, 
1996.

(c) Dividends.

    The Company has not paid dividends on its Common Stock in recent 
years and does not anticipate paying dividends on its Common Stock in the 
forseeable future.  In addition, no dividends may be paid on the Common 
Stock while there is any unpaid dividend on the Preferred Stock.  Subject 
to the foregoing, the payment of dividends on Common Stock will depend, 
among other factors, on earnings, capital requirements and the operating 
and financial condition of the Company.  At December 31, 1995, 
$13,552,000 of dividends had not been declared or paid on the cumulative 
Preferred Stock.











                                7
<PAGE>
<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA


(All numbers shown in 000's except share data and ratios)


Selected Statement of Operations Data
<CAPTIONS>
                                                Years ended December 31              
                                   1995          1994         1993         1992         1991    
<S>                             <C>           <C>          <C>          <C>          <C>
Net sales (A),(B)               $ 47,590      $ 46,016     $ 42,084     $ 25,030     $ 26,787   
Net income (loss): (A)
 Continuing operations             4,920         4,036        3,207        2,078        1,808   
 Discontinued operations           1,100       (17,894)      (2,637)     (11,119)      (2,997)  
Net income (loss)                  6,020       (13,858)         570       (9,041)      (1,189)  
Net income (loss) applicable
  to Common Stockholders (D)       1,433       (17,713)      (3,190)     (13,163)      (6,339)  
Income (loss) per share: (A)
 Continuing operations (D)           .07           .04         (.11)        (.41)       (2.40)  
 Discontinued operations             .22         (3.63)        (.54)       (2.26)       (2.15)  
 Net income (loss)
 per Common Share (D)           $    .29      $  (3.59)    $   (.65)    $  (2.67)    $  (4.55)  
Weighted average
 number of shares              4,932,400     4,932,400    4,932,400    4,932,400    1,392,400   

Selected Balance Sheet Data
                                                 Years ended December 31             
                                   1995          1994         1993         1992         1991   
Working capital ratio           2.8 to 1      1.4 to 1     1.6 to 1     2.1 to 1     2.2 to 1  
Total assets                    $ 45,007      $ 41,490     $ 67,959     $ 72,532     $ 97,160  
Long-term debt                     1,742           124        5,177        9,750        7,675  
Stockholders' equity              24,749        18,578       33,136       36,177       55,971  
Common Stockholders'
 equity (C)                            -             -            -            -        8,530  
 Per Common Share (C)           $      -      $      -     $      -     $      -     $   1.73  
Shares outstanding
 at year end                   4,932,400     4,932,400    4,932,400    4,932,400    4,932,400  

<FN>
(A) The information contained in the above table has been restated to give effect to the 
    Buckeye business combination and the discontinuance of the commercial printing segment in 
    1993 and the discontinuance of the apparel and retail segments in 1994.  Refer to Notes B 
    and C of the Consolidated Financial Statements.

(B) The increase in sales in 1993 is primarily due to the Allied acquisition.

(C) Common Stockholders' Equity and Stockholders' Equity Per Common Share are computed net of 
    the face value of the Series A and B Preferred Stocks, its redemption premium and unpaid 
    cumulative dividends thereon.  If the amounts applicable to preferred stockholders are in 
    excess of Common stockholders' equity, then no value is reflected above.  As discussed in 
    Note E of Notes to Consolidated Financial Statements, the unpaid cumulative Preferred 
    Stock dividend was $13,552,000 at December 31, 1995.

(D) Net of Preferred Stock dividend requirements.
</TABLE>

                                8
<PAGE>


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


Comparison of 1995 and 1994

The Company has completed its transformation from a company with 
predominantly retail and apparel operations into a company which 
manufactures and distributes business to business products.  The closure 
of the Company's retail department store chain in 1994 and discontinuance 
of its apparel manufacturing operations in 1994 have been accounted for 
as discontinued operations.  Income from discontinued operations, net of 
taxes, for 1995 is the result of actual results being more favorable than 
anticipated when the accrual was established during 1994.

The Company's continuing operations primarily consist of Buckeye and 
Allied.  Each of these operations is located at the Company's 
manufacturing facility in Cleveland, Ohio. 

The increase in sales from 1994 to 1995 is primarily due to an increase 
in sales at Allied resulting from the introduction of a grapple product 
line in late 1994, as well as increased sales of pedestal boom systems 
and trench shoring equipment.

The decrease in gross profit percentage in 1995 from 1994 is primarily 
due to a lower gross profit percentage at Allied.  Because Allied 
purchases components from a German manufacturer, the lower value of the 
Dollar versus the Deutsche Mark in 1995 compared with 1994 resulted in 
increased cost of sales and lower gross profits at Allied.

Lower borrowing levels at Allied and Buckeye in 1995 compared to 1994 
resulted in a decrease in interest expense in 1995.  The 1995 results of 
operations include interest income from the proceeds of the discontinued 
operations.  These factors caused the change in net interest from 1994 to 
1995.  The Company will continue to generate interest and other income on 
its available funds until used to make an acquisition of other operating 
businesses.  While no particular acquisition is pending or has been 
identified, the Company routinely reviews acquisition opportunities.

The dividend requirements for the two classes of preferred stock adjust 
annually, in January and August, respectively, based on changes in the 
prime rate.  The increases at those dates in 1995 from 1994 caused the 
increase in preferred stock dividend requirements.

Due to the increase in Brooks' ownership of Aspen to approximately 62% at 
the end of 1995, the Company's Consolidated Statement of Operations will 
include Aspen beginning in 1996.  In 1995, 1994 and 1993, the Company 
accounted for Aspen's results of operations using the equity method which 
were not significant and were included in other income in the Company's 
Consolidated Statements of Operations.






                                9
<PAGE>


Comparison of 1994 and 1993

All of the financial statement information has been restated to give 
effect to the business combination with Buckeye and the discontinued 
operations described below.

The Company has completed its transformation from a company with 
predominantly retail and apparel operations into a company which 
manufactures and distributes business to business products.

During 1994, the Company closed its remaining retail stores and 
discontinued its apparel manufacturing operations (other than trademark 
licensing), which apparel manufacturing operations did not represent any 
material amount of the Company's business.  These actions have been 
accounted for as discontinued operations.  The Company's continuing 
operations primarily consist of Buckeye and Allied.  Each of these 
operations is located at the Company's manufacturing facility in 
Cleveland, Ohio.

Buckeye contributed approximately $23,356,000 of sales and approximately 
$3,966,000 of pretax income in 1994 and approximately $23,391,000 of 
sales and approximately $3,729,000 of pretax income in 1993.  Without 
Buckeye's operations, the Company would have reported a net income from 
continuing operations of approximately $69,000 in 1994.  Had the 
financial statements included herein not been retroactively restated to 
include Buckeye, the Company would have reported net losses from 
continuing operations of approximately $442,000 in 1993.  Therefore, 
Buckeye has made a positive contribution in each of the years reported.

Allied's sales increased from 1993 to 1994 primarily because of the 
inclusion of Allied's operations for the entire 1994 year.  The decrease 
in Allied's income from 1993 to 1994 is primarily the result of a decline 
in gross margins due to increased sales of lower margin products, 
unfavorable currency fluctuations which adversely affected raw material 
cost, and the liquidation of inventory from phased-out product lines.

The increase in sales from 1993 to 1994 is the result of the inclusion of 
Allied in the entire 1994 period.

The change in cost of sales from 1993 to 1994 is predominantly due to the 
same factors.  Gross margins decreased from 1993 to 1994 primarily 
because Allied's products are sold at lower gross margins than Buckeye's.

Selling, general and administrative expenses decreased from 1993 to 1994 
because of cost reductions at Buckeye.

As a result of the discontinuance of the Company's retail and apparel 
businesses in 1994 and the discontinuance of the Company's commercial 
printing business in 1993, the Company reported a loss from discontinued 
operations in each year.  Losses from discontinued operations represent 
the Company's best estimate of the costs incurred and to be incurred from 
the discontinuance of such operations.




                               10
<PAGE>



Liquidity and Capital Resources

As a result of the increase in Brooks' ownership of Aspen at year-end 
1995 from approximately 41% to approximately 62%, the Company's 
consolidated balance sheet at December 31, 1995 includes the accounts of 
Aspen, whereas the Company's consolidated balance sheet at December 31, 
1994 accounted for its investment in Aspen using the equity method of 
accounting.

At December 31, 1995, the Company had almost $20,000,000 of cash, cash 
equivalents, marketable securities and other short-term investments, 
including approximately $5,000,000 owned by Aspen, and approximately 
$1,742,000 of long-term debt.

Accounts payable and accrued liabilities decreased from December 31, 1994 
to December 31, 1995, notwithstanding the consolidation with Aspen at 
December 31, 1995, primarily as the result of the payment of certain 
obligations related to the closing of the retail department store chain.

Although there was stockholders' equity of $24,749,000 at December 31, 
1995, the Preferred Stock is entitled to a liquidation preference equal 
to its $37,605,000 face value and $13,552,000 of unpaid cumulative 
Preferred Stock dividends.  As a result, there is no stockholders' equity 
available to the Common Stock.

The Company has not consistently generated pretax income and the 
potential future tax benefits of the deferred tax assets, primarily net 
operating loss carryforwards, may not be realized.  Accordingly, a 
valuation allowance has been provided equal to the net deferred tax 
assets related to these potential future tax benefits, which totaled 
approximately $14,000,000 at December 31, 1995.  Should the Company 
generate pretax income in future years, the tax benefits of the net 
operating loss carryforwards and other items will be realized, which will 
have a positive impact on the future cash flows, liquidity and capital 
resources of the Company.


New Accounting Standards

In 1995, the Financial Accounting Standards Board issued a new accounting 
standard effective for 1996 that will be applicable to the Company.  SFAS 
No. 121-"Accounting for the Impairment of Long-lived Assets and for 
Long-lived Assets to be Disposed Of", establishes accounting standards 
for the impairment of long-lived assets, certain identifiable intangibles 
and goodwill related to those assets to be held and used, and for 
long-lived assets and certain identifiable intangibles to be disposed 
of.  The Company has determined the effect upon its adoption to be 
immaterial to results of operations.







                               11
<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA










                  Audited Consolidated Financial Statements

                 BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES

                              December 3l, l995







































                               12
<PAGE>



                            Ernst & Young LLP
                            One Cascade Plaza
                            Akron, Ohio 44308




                     REPORT OF INDEPENDENT AUDITORS



Board of Directors and Stockholders
Bobbie Brooks, Incorporated


We have audited the accompanying consolidated balance sheets of Bobbie 
Brooks, Incorporated and subsidiaries as of December 31, 1995 and 1994, 
and the related consolidated statements of operations, stockholders' 
equity, and cash flows for each of the three years in the period ended 
December 31, 1995.  Our audits also included the financial statement 
schedule listed in the index at Item 14(a).  These financial statements 
and schedule are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements and 
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial 
position of Bobbie Brooks, Incorporated and subsidiaries at December 31, 
1995 and 1994, and the consolidated results of their operations and their 
cash flows for each of the three years in the period ended December 31, 
1995, in conformity with generally accepted accounting principles.  Also, 
in our opinion, the related financial statement schedule, when considered 
in relation to the basic financial statements taken as a whole, presents 
fairly in all material respects the information set forth therein.




                                            Ernst & Young LLP

March 8, 1996




                               13
<PAGE>



CONSOLIDATED BALANCE SHEETS
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES

($ in 000's except share amounts)



                                                            December 31 
                                                        1995           
1994   

ASSETS                                                                     
 

CURRENT ASSETS

  Cash and cash equivalents                           $  7,878       $ 12,502 
  Marketable securities and other
    investments available for sale--Note D              11,836              -
  Trade receivables (less allowances
    of $279 in 1995 and $1,250 in 1994)                  5,058          5,808 
  Inventories--Note H                                    7,447          7,258 
  Prepaid expenses and other current assets                730            553 
  Due from parent                                        2,236          1,167 
                                                      ---------      ---------
                             TOTAL CURRENT ASSETS       35,185         27,288 



PROPERTY AND EQUIPMENT--Notes G and H                    6,985          8,728 



INTANGIBLE ASSETS ARISING FROM ACQUISITIONS
  (at cost less accumulated amortization of
  $490 in 1995 and $324 in 1994)-- Note A                  627            793 



EQUITY INVESTMENT--Note B                                    -          2,689



OTHER ASSETS                                             2,210          1,992 
                                                      ---------      ---------

                                     TOTAL ASSETS     $ 45,007       $ 41,490 
                                                      =========      =========




See notes to consolidated financial statements.


                               14
<PAGE>



CONSOLIDATED BALANCE SHEETS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES

($ in 000's except share amounts)



                                                            December 31 
                                                        1995           1994   

LIABILITIES AND STOCKHOLDERS' EQUITY                                        

CURRENT LIABILITIES

  Accounts payable                                    $  4,733       $  6,507 
  Accrued liabilities--Note H                            7,642          8,724 
  Loans payable-related party--Note G                      289          1,911 
  Current portion of long-term debt--Note G                 58          1,680 
                                                      ---------      ---------
                        TOTAL CURRENT LIABILITIES       12,722         18,822 

LONG-TERM DEBT--Note G                                   1,742            124 

DEFERRED CREDITS AND NONCURRENT LIABILITIES              2,772          3,336 

MINORITY INTEREST                                        3,022            630 

STOCKHOLDERS' EQUITY--Notes A and E

  Preferred Stock-Series A - $.001 par value;
    authorized 2,000,000 shares, issued and
    outstanding 907,250 shares in 1995 and 1994
    (aggregate liquidation preference and unpaid
    dividend is $29,212 in 1995 and $27,239 in
    1994)                                                    1              1 
  Preferred Stock-Series B - $.001 par value;
    authorized 300,000 shares, issued and
    outstanding 194,600 shares in 1995 (aggregate
    liquidation preference and unpaid dividend
    is $22,489 in 1995 and $20,706 in 1994)                  -              - 
   Common Stock - $.00l par value;
    authorized 50,000,000 shares, 4,932,400
    issued and outstanding in 1995 and 1994                  5              5 
  Capital in excess of par value                        52,392         53,042
  Unrealized gains on investments available
    for sale                                               801              -
  Retained (deficit)                                   (28,450)       (34,470) 
                                                      ---------      ---------
                       TOTAL STOCKHOLDERS' EQUITY       24,749         18,578 
                                                      ---------      ---------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 45,007       $ 41,490
                                                      =========      =========

See notes to consolidated financial statements.

                               15
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



($ in 000's except share amounts)
<CAPTIONS>
                                                               Year Ended December 3l
                                                            1995         1994         1993  
<S>                                                     <C>          <C>          <C>
Net sales                                               $  47,590    $  46,016    $  42,084
Cost of sales                                              34,844       32,402       28,662
                                                        ----------   ----------   ----------
                                        GROSS PROFIT       12,746       13,614       13,422
Cost and expenses:
  Selling, general and administrative expenses              7,989        8,081        8,643
  Depreciation and amortization                             1,037        1,212        1,027
  Interest, net                                              (998)         379          588
                                                        ----------   ----------   ----------
                                                            8,028        9,672       10,258 

Other income, net                                             336          148          144
                                                        ----------   ----------   ----------
                   INCOME FROM CONTINUING OPERATIONS
           BEFORE INCOME TAXES AND MINORITY INTEREST        5,054        4,090        3,308

Provision for income taxes--Note I                            104           18            7 
                                                        ----------   ----------   ----------
                              INCOME FROM CONTINUING
                 OPERATIONS BEFORE MINORITY INTEREST        4,950        4,072        3,301

Minority interest                                             (30)         (36)         (94)
                                                        ----------   ----------   ----------
                   INCOME FROM CONTINUING OPERATIONS        4,920        4,036        3,207

Income (loss) from discontinued operations,
  net of taxes--Note C                                      1,100      (17,894)      (2,637)
                                                        ----------   ----------   ----------
                                   NET INCOME (LOSS)        6,020      (13,858)         570 

Preferred Stock dividend requirements                       4,587        3,855        3,760 
                                                        ----------   ----------   ----------
 NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS    $   1,433    $ (17,713)   $  (3,190)
                                                        ==========   ==========   ==========
Earnings (loss) per share--Note A:
             CONTINUING OPERATIONS (NET OF PREFERRED
                        STOCK DIVIDEND REQUIREMENTS)    $     .07    $     .04    $    (.11)
                             DISCONTINUED OPERATIONS          .22        (3.63)        (.54)
                                                        ----------   ----------   ----------
                                   NET INCOME (LOSS)    $     .29    $   (3.59)   $    (.65)
                                                        ==========   ==========   ==========
Weighted average number of common
  shares outstanding--Notes A and E                     4,932,400    4,932,400    4,932,400 
                                                        ==========   ==========   ==========
<FN>
See notes to consolidated financial statements. 
</TABLE>
                               16
<PAGE>
<TABLE>


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



($ in 000's except share amounts)

Three Years Ended December 3l, l995


<CAPTIONS>
                                  Series A Pre-     Series B                                          
                                  ferred Stock   Preferred Stock  Common Stock   Additional   Retained
                                           Par              Par            Par    Paid In     Earnings
                                  Shares  Value  Shares    Value  Shares  Value   Capital    (Deficit)


<S>                               <C>      <C>     <C>       <C>  <C>       <C>   <C>        <C>
Balance at December 31, 1992      907,250  $ 1     194,600   $ -  4,932,400 $ 5   $53,742    $(17,571)

  Subchapter S distribution to
  shareholder of Buckeye--Note B       -     -           -     -          -   -         -      (3,611)

  Net income for 1993                  -     -           -     -          -   -         -         570 
                                  -------  ---     -------   ---  --------- ---   -------    ---------
Balance at December 31, 1993      907,250  $ 1     194,600   $ -  4,932,400 $ 5   $53,742    $(20,612)



  Preferred Stock dividends paid
  (paid at $3.60 per share)--
  Note E                               -     -           -     -        -     -      (700)          - 

  Net (loss) for l994                  -     -           -     -        -     -         -     (13,858)
                                  -------  ---     -------   ---  --------- ---   -------    ---------
Balance at December 31, 1994      907,250  $ 1     194,600   $ -  4,932,400 $ 5   $53,042    $(34,470)

  Preferred Stock dividends paid
  (paid at $3.34 per share)--
  Note E                               -     -           -     -        -     -      (650)          - 

  Net income for l995                  -     -           -     -        -     -         -       6,020 
                                  -------  ---     -------   ---  --------- ---   -------    ---------
Balance at December 31, 1995      907,250  $ 1     194,600   $ -  4,932,400 $ 5   $52,392    $(28,450)
                                  ======== ===     =======   ===  ========= ===   =======    =========  




<FN>
See notes to consolidated financial statements.
</TABLE>



                               17
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES
($ in 000's except share amounts)
<CAPTIONS>                                                                      
                                                                      Year Ended December 3l
                                                                 1995          1994          1993  
<S>                                                           <C>           <C>           <C>
OPERATING ACTIVITIES
  Net income from continuing operations                       $  4,920      $  4,036      $  3,207 
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Income (loss) from discontinued operations                 1,100       (17,894)       (2,637)
      Write-down of assets of discontinued segments                  -         8,049         2,572 
      Depreciation and amortization                              1,296         2,259         2,306 
      Net (gain) on sales of securities                            (75)            -           (25)
      Net (gain) loss on disposal of fixed assets                 (279)          199            (9)
      Minority interest                                            (55)           36            94 
      Changes in operating assets and liabilities
        net of acquisitions and divestitures:
          Trade receivables                                      1,292         6,919         4,027 
          Inventories                                              491        19,938         9,469 
          Other assets                                          (1,310)          733           796 
          Accounts payable                                      (2,124)       (4,385)       (1,446)
          Other current liabilities                             (2,629)         (739)       (5,253)
          Deferred credits and noncurrent liabilities             (564)          739           (38)
                                                              ---------     ---------     ---------
              NET CASH PROVIDED BY OPERATING ACTIVITIES          2,063        19,890        13,063 

INVESTING ACTIVITIES
  Purchase of marketable securities                            (11,764)            -             -
  Proceeds from sale of marketable securities                    1,364             -            25 
  Purchases of fixed assets                                       (327)       (3,801)       (1,204)
  Proceeds from the sale of fixed assets                         2,622         3,769            29 
  Purchase of Aspen stock                                         (665)            -        (2,858)
  Cash acquired in Aspen investment                              4,359             -             -
  Acquisition of construction products business                      -             -        (3,000)
                                                              ---------     ---------     ---------
                NET CASH (USED IN) INVESTING ACTIVITIES         (4,411)          (32)       (7,008)

FINANCING ACTIVITIES
  Net borrowings (repayments) on loans payable                  (1,622)         (300)        2,211 
  Net borrowings (repayments) on other facilities                    -        (1,577)        1,110 
  Proceeds from long-term debt                                  32,614        33,565        37,960 
  Principal payments on long-term debt                         (32,618)      (39,444)      (45,981)
  Dividends paid                                                  (650)         (700)            - 
  Distribution to shareholder of Buckeye                             -             -        (3,611)
                                                              ---------     ---------     ---------
                NET CASH (USED IN) FINANCING ACTIVITIES         (2,276)       (8,456)       (8,311)
                                                              ---------     ---------     ---------
       (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS         (4,624)       11,402        (2,256)
         CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR         12,502         1,100         3,356 
                                                             ----------     ---------     ---------
               CASH AND CASH EQUIVALENTS AT END OF YEAR       $  7,878      $ 12,502      $  1,100 
                                                             ==========     =========     =========
<FN>
See notes to consolidated financial statements.
</TABLE>
                               18
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES

December 3l, l995
($ in 000's except share amounts)

NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:  The consolidated financial statements of Bobbie 
Brooks, Incorporated ("Company") include the accounts of the Company and its 
wholly-owned and majority-owned subsidiaries.  Investments of 20%-50% owned 
affiliates are accounted for using the equity method.  Intercompany balances 
and transactions have been eliminated upon consolidation.

Brooks provides its parent, Pubco Corporation ("Pubco"), with certain 
corporate services.  The parent paid to the Company for these services $648 in 
each of the years ended December 31, 1995, 1994 and 1993.

Cash and Cash Equivalents:  Cash equivalents are composed of all highly liquid 
investments generally with a maturity of three months or less at the time of 
purchase.

Inventories:  Inventories are stated at the lower of cost (first-in, 
first-out) or market.

Financial Instruments:  The Company's financial instruments recorded on the 
balance sheet include cash and cash equivalents and long-term debt.  Because 
of their short maturity, the carrying amount of cash and cash equivalents 
approximates fair value.  Because the majority of long-term debt is at market 
rates of interest that adjust frequently, the carrying amount of long-term 
debt approximates fair value.

Off balance sheet financial instruments include foreign currency exchange 
agreements.  In the normal course of business, the Company's construction 
products subsidiary purchases components from a German supplier and from time 
to time, enters into foreign currency exchange contracts with banks in order 
to fix its trade payables denominated in the Deutsche Mark.  The contract 
amounts outstanding and the net deferred gains or losses were not significant 
at December 31, 1995 and 1994.

Long-lived Assets:  Property and equipment are recorded at cost with 
depreciation and amortization principally computed by the straight-line method.

Intangible assets ("goodwill") represents the excess of the purchase price 
over the fair value of the net assets of acquired businesses and is being 
amortized by the straight-line method, in most cases up to 10 years.  The 
carrying amount of goodwill is reviewed if facts and circumstances suggest 
that it may be impaired.  If this review indicates that goodwill will not be 
recoverable, as determined based on the estimated undiscounted cash flows of 
the entity acquired over the remaining amortization period, the carrying 
amount of the goodwill is reduced by the estimated shortfall of cash flows.





                               19
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

Impairment of long-lived assets is recognized when events or changes in 
circumstances indicate that the carrying amount of the asset or related groups 
of assets, may not be recoverable.  Measurement of the amount of impairment 
may be based on appraisal, market values of similar assets, or estimated 
undiscounted future cash flows resulting from use and ultimate disposition of 
the asset.

Research and Development Costs:  The Company's construction products 
subsidiary performs research and development on present and future products 
and all costs are expensed as incurred.  Total expenditures amounted to $489 
and $647 for the years ended December 31, 1995 and 1994, and $363 for the 10 
months ended December 31, 1993.

Per Common Share Amounts:  Per common share amounts are computed after 
preferred dividend requirements on the basis of the weighted average number of 
shares of Common Stock outstanding.

Use of Estimates:  The preparation of financial statements in conformity with 
generally accepted accounting principles requires management 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 the reported amounts of revenues and expenses during 
the reporting period.  Actual results could differ from those estimates.

Recently Issued Accounting Standards:  In March 1995, the Financial Accounting 
Standards Board issued SFAS No. 121 - "Accounting for the Impairment of 
Long-lived Assets and for Long-lived Assets to be Disposed Of."  SFAS No. 121 
establishes accounting standards for the impairment of long-lived assets, 
certain identifiable intangibles, and goodwill related to those assets to be 
held and used, and for long-lived assets and certain identifiable intangibles 
to be disposed of.  The Company is required to adopt the provisions of SFAS 
No. 121 for 1996, and the Company has determined the effect upon its adoption 
to be immaterial to results of operations.

Reclassifications:  Certain prior year amounts have been reclassified to 
conform to the 1995 presentation.












                               20
<PAGE>

                                 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE B--BUSINESS COMBINATIONS

Business Combination with Buckeye.  Buckeye Business Products, Inc. 
("Buckeye") manufactures and nationally markets, primarily to end users, 
computer data processing supplies, including computer ribbons, laser toner, 
ink jet cartridges, magnetic media, and computer paper, using an in-house 
telemarketing staff.  On January 1, 1994, the business of Buckeye was 
transferred to the Company by Pubco.  Buckeye had merged (the "Merger") with 
and into a wholly-owned Pubco subsidiary immediately prior to the transfer of 
Buckeye's business to the Company.  As consideration for Buckeye, Robert H. 
Kanner, Buckeye's sole stockholder who is also Pubco's and the Company's 
Chairman, President and CEO and Pubco's controlling stockholder, received 
1,820,724 newly issued shares of Pubco's Common Stock and 70,000 shares of a 
newly-created Preferred Stock of Pubco with a face value of $100 per share.  
In consideration for the Buckeye business, Pubco received 194,600 shares of a 
newly-created Preferred Stock of the Company with a face value of $100 per 
share.  The Buckeye business is being operated as a division of the Company.  

Acquisition of Aspen.  On July 12, 1993, the Company purchased an 
approximately 41% ownership interest in Aspen Imaging International, Inc. 
("Aspen"), a publicly-held (NASDAQ Small Cap) corporation headquartered in 
Boulder, Colorado.  Aspen manufactures ribbons, toner and other supplies for 
impact and non-impact printing devices.  The Company paid approximately $2,858 
for its equity interest and accounted for its investment in Aspen on the 
equity method through year-end 1995.  The Company's Statements of Operations 
include its share of the earnings or losses of Aspen from July 12, 1993 
through year-end 1995, which are insignificant and are included in "Other 
Income, Net" in the Consolidated Statements of Operations.

At year-end 1995, the Company acquired additional shares in Aspen bringing its 
interest to approximately 62% at December 31, 1995.  The total purchase price, 
which is comprised of the $665 additional investment made in 1995 and the 
equity investment account balance of approximately $2,689, was allocated based 
upon the fair values of the assets and liabilities acquired.  Summarized below 
are the unaudited consolidated results of operations of the Company, including 
Aspen on a pro forma basis, assuming the acquisition of 62% of Aspen's stock 
had occurred at the beginning of each respective year.  These results include 
certain adjustments, principally depreciation and amortization expense, and 
are not necessarily indicative of what the results would have been had the 
Company owned Aspen's business during these periods.

                                                 Year Ended December 3l 
                                                    1995        1994   

    Net sales                                    $ 52,260     $ 53,323 
    Income from continuing operations            $  5,024     $  4,047 
    Net income (loss) from continuing
      operations per common share (net of
      Preferred Stock dividend requirements)     $    .09     $    .04 


                               21
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE B--BUSINESS COMBINATIONS--CONTINUED

The Company's financial statements include transactions with Aspen prior to 
year-end 1995.  Product sales to and purchases from Aspen approximated $1,001 
and $147, respectively, for the year ended December 31, 1995, $1,486 and $296, 
respectively, for the year ended December 31, 1994, and $270 and $70, 
respectively, for the six months ended December 31, 1993.  All such 
transactions were at cost.  In addition, during 1994, to replace Aspen's toner 
filling operation which was eliminated when Aspen sold its Colorado building, 
the Company constructed a toner filling room for Aspen's use at the Company's 
facility costing approximately $40, which amount was reimbursed to the Company 
by Aspen.  Company personnel performed a variety of manufacturing, accounting, 
shipping and other support services for Aspen at the Company's cost.  During 
1995 and 1994, these costs approximated $157 and $136, respectively, which 
amounts were reimbursed to the Company by Aspen. 

Acquisition of Allied.  On March 1, 1993, Allied Construction Products, Inc. 
("Allied"), an 85% owned subsidiary of the Company, purchased the assets and 
business of a fabricator, assembler and distributor of construction products 
for the construction and related industries.  The Company paid $3,000 for its 
equity interest in the subsidiary.  The purchase price was allocated based 
upon the fair values of the assets and liabilities acquired.  The results of 
operations of Allied have been included in the consolidated financial 
statements of the Company since the date of acquisition.


























                               22
<PAGE>




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE C--DISCONTINUED OPERATIONS

At September 30, 1994, the Company discontinued the operations of its retail 
and apparel manufacturing segments.  Accordingly, a charge was made in 1994 
for such discontinued operations related to the write-down of net assets to 
their net realizable value and to provide for operating losses during the 
phaseout period.  Operations of the retail and apparel manufacturing segment 
in 1994 resulted in a loss of approximately $2,914 through the measurement 
date.  Operations of the retail and apparel manufacturing segment for the 
fourth quarter of 1994 resulted in a loss of approximately $2,124 which was 
charged against the reserve for discontinued operations.  In 1995, the Company 
reduced the reserve by $1,100 primarily related to actual results being more 
favorable than anticipated when the accrual was established in 1994.  The 
remaining reserve balance of $1,805 at December 31, 1995, is believed to be 
sufficient to provide primarily for the costs of future lease, employee and 
other liabilities.

During 1993, the Company discontinued the operations of its commercial 
printing segment.  Accordingly, a charge was made in 1993 for such 
discontinued operations relating to the write-down of net assets to their net 
realizable value and to provide for operating losses during the phaseout 
period.  The Company ceased its printing operations at the end of the 1994 
first quarter and liquidated most of its commercial printing assets by early 
1995.

Results of these discontinued operations include:

                                                   Year Ended December 3l 
                                                 1995        1994        1993  

    Sales                                     $       -    $ 40,702    $84,293 
                                              =========    =========   ========
    (Loss) income from operations                     -    $ (2,901)   $ 1,344 
    Income tax expense (benefit)                      -          13        (19)
                                              ---------    ---------   --------
    (Loss) income from operations                     -      (2,914)     1,363 
    Income (loss) on disposals
      (no tax effect)                             1,100     (14,980)    (4,000)
                                              ---------    ---------   --------
    Income (loss) from discontinued
      operations                              $   1,100    $(17,894)   $(2,637)
                                              =========    =========   ========







                               23
<PAGE>
<TABLE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE D--MARKETABLE SECURITIES

The following is a summary of marketable securities available for sale at 
December 31, 1995:
<CAPTIONS>
                                                    Gross         Gross       Estimated
                                                  Unrealized   Unrealized        Fair   
                                      Cost          Gains        (Loss)         Value   
    <S>                            <C>           <C>            <C>          <C>
    US Corporate Equity
      Securities                   $   4,425     $     176      $    (140)   $   4,461 
    US Corporate Debt Securities       3,056            30              -        3,086 
    Foreign Government
      Debt Securities                  3,554           735              -        4,289
                                   ---------     ---------      ----------   ---------                         
                                   $  11,035     $     941      $    (140)   $  11,836 
                                   =========     =========      ==========   =========
</TABLE>

The gross realized gains on sales of securities available for sale totaled 
$75.  The net adjustment to unrealized holding gains on securities 
available for sale included as a separate component of stockholders' equity 
totaled $801 in 1995.

The cost and estimated fair value of debt securities at December 31, 1995, 
by estimated maturity, are shown below.  Expected maturities may differ 
from contractual maturities because the issuers of the securities may have 
the right to prepay obligations without prepayment penalties.

                                                                Estimated
                                                                   Fair   
                                                     Cost          Value  

    Due after one year through three years       $   1,083      $   1,089
    Due after three years                            5,527          6,286
                                                 ---------      ---------
                                                 $   6,610      $   7,375
                                                 =========      =========












                               24
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE E--STOCKHOLDERS' EQUITY

Pubco owns approximately 90% of the Company's Common Stock and all of the 
Company's Preferred Stock.

The Company issued a newly created class of Preferred Stock Series B to 
Pubco on January 1, 1994 in connection with the transfer of the business of 
Buckeye Business Products, Inc. ("Buckeye") to the Company.  See Note B.

The Company's Preferred Stock Series A is subject to redemption, in whole 
or in part, at the Company's option.  In addition to any unpaid cumulative 
dividends, the redemption price includes a premium of three percent of face 
value during 1995, reducing to face value during 1998 and thereafter.

The Company's Preferred Stock Series B is subject to redemption, in whole 
or in part, at the Company's option.  The redemption price includes the 
face value plus any unpaid cumulative dividends.

In the event of the liquidation of the Company, holders of Preferred Stock 
are entitled to a distribution equal to the face value of the Preferred 
Stock (and any unpaid cumulative dividends) before any amount may be paid 
on Common Stock.

The Company's non-voting Preferred Stock Series A requires cumulative 
annual dividends on the $20 face value per share at four percent above the 
averaged base lending rate of three large commercial banks.  The Company's 
non-voting Preferred Stock Series B required cumulative annual dividends on 
the $100 face value per share at four percent above the average base 
lending rate of three large commercial banks.  No dividend may be paid on 
Common Stock while there is any dividend arrearage on the Preferred Stock.  
In 1994, the Company paid $700 ($3.60 per share) of Series B preferred 
stock dividends, which were treated as a return of capital.  In 1995, the 
Company paid $650 ($3.34 per share) of Series B preferred stock dividends, 
which were treated as a return of capital.  As of December 31, 1995, 
$10,523 of cumulative dividends ($11.60 per share) on the Series A and 
$3,029 of cumulative dividends ($15.57 per share) on the Series B were 
undeclared and unpaid on the Preferred Stock.

Stockholders' equity of $24,749 at December 31, 1995 includes Common and 
Preferred stockholders' equity.  In order to calculate Common stockholders' 
equity, the following amounts applicable to Preferred stockholders must be 
subtracted from total stockholders' equity: (i) face value of the Series A 
Preferred Stock ($18,145), (ii) the face value of the Series B Preferred 
Stock ($19,460), (iii) Series A Preferred Stock redemption premium ($544 at 
December 31, 1995) and (iv) unpaid cumulative Series A and Series B 
Preferred Stock dividends ($13,552 at December 31, 1995).




                               25
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE E--STOCKHOLDERS' EQUITY--CONTINUED

The Company has an Incentive Plan that allows the granting of stock options 
and stock awards to officers and key employees of the Company.  Up to 
67,500 shares of Common Stock are available under the Incentive Plan.  
Stock options are generally not exercisable until five years after grant 
and then vest over time.  The exercise price per share must generally be at 
least equal to the fair market value per share on the date of the 
respective grant.  All shares subject to a stock award are deemed 
Restricted Stock until the fifth anniversary of the date of the award and 
then lose such restricted qualification over time.  Shares of Restricted 
Stock are subject to forfeiture following termination of employment and 
other events.  No options or stock awards have been granted under such plan.


NOTE F--RETIREMENT PLANS

The Company maintains two discretionary non-qualified profit sharing plans 
to provide retirement benefits for certain of its key employees.  The 
assets are segregated, but are included in Other Assets.  The liabilities 
associated with these plans are included in Other Liabilities.  In 1993, 
Allied adopted a 401(k) plan, with discretionary Company contributions.  
Expenses under the foregoing plans aggregated approximately $346, $322 and 
$316 for the years ended December 3l, 1995, l994 and l993, respectively.

The Company makes contributions to union-sponsored, collectively-bargained, 
multiemployer defined benefit pension plans.  The Company contributed and 
charged to expense $8, $151 and $327 for the years ended December 3l, l995, 
l994 and 1993, respectively, for such plans.  These contributions are 
determined in accordance with the provisions of negotiated labor contracts 
and generally are based on the amount of time worked.  Information as to 
the Company's portion of the accumulated plan benefits, plan net assets and 
unfunded vested benefits, if any, is not determinable.  In the event of a 
withdrawal from one or more of the plans, the Company may be subject to a 
withdrawal liability under the provisions of the Multiemployer Pension Plan 
Amendments Act of 1980.  The discontinuance of the commercial printing 
segment has triggered withdrawal liability which was provided for in the 
charge for discontinued operations in 1993.  Management does not intend to 
take any action which would subject the Company to any such liability under 
any other multiemployer pension plans.

The Company maintains a noncontributory defined benefit pension plan 
covering employees who are under a collective bargaining agreement and 
sponsors a pension plan for terminated employees of a former operation of a 
predecessor company.  The excess actuarial present value of accumulated 
plan benefits over net assets available for benefits under these plans was 
approximately $365 and $370 at December 31, 1995 and 1994, respectively, 



                               26

<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE F--RETIREMENT PLANS--CONTINUED

which amounts have been reflected in the accompanying balance sheets.  
Expenses under these plans were approximately $50, $48 and $54 for 1995, 1994 
and 1993, respectively.

The Company provides life insurance benefits and/or contributes to the cost of 
medical insurance for certain retired salaried and commission basis 
employees.  The accumulated postretirement benefit obligation and related 
expense recorded for each year are not material to the balance sheet or the 
results of operations.


NOTE G--FINANCING ARRANGEMENTS

The Company had a demand note payable to Robert H. Kanner, the Company's 
Chairman, President & CEO, with a balance of $289 and $1,911 at December 31, 
1995 and 1994, respectively.  Interest on the unpaid balance is payable 
monthly at rates up to 2% above Society National Bank's base lending rate 
("BLR").  Interest expense for the Company was $51, $177 and $127 in the years 
ended December 31, 1995, December 31, 1994, and December 31, 1993, 
respectively.  

The Company has a $2,500 demand credit facility at BLR plus .5% with no 
outstanding balance at December 31, 1995.  The Company has a $3,000 revolving 
credit facility at LIBOR plus 2.5% or BLR, at the option of the Company, 
expiring in 1997, with $1,677 outstanding at December 31, 1995.  The Company 
has a term note at BLR plus 1% due in 1996 with $36 outstanding at December 
31, 1995.  A portion of the debt is collateralized by assets with aggregate 
carrying values of $13,734 at December 31, 1995.

Debt maturities for the years l996 through l999 are $58, $1,705, $28 and $9, 
respectively.

Interest payments by the Company were $233, $834 and $1,122 for the years 
ended December 31, 1995, 1994 and 1993, respectively.

Interest expense was $137, $439 and $628 for the years ended December 31, 
1995, 1994 and 1993, respectively.










                               27
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE H--OTHER INFORMATION

                                                        December 31
                                                    l995           1994  

Inventories:
   Raw materials and supplies                     $  4,532       $  4,912 
   Work-in-process                                     484            622 
   Finished goods and merchandise                    2,431          1,724 
                                                  ---------      ---------
                                                  $  7,447       $  7,258 
                                                  =========      =========
Property and equipment:
   Land and buildings                             $  1,170       $  3,234 
   Machinery, equipment and fixtures                11,865         13,731 
   Leasehold improvements                            3,096          3,128 
   Construction in progress                             97             38 
                                                  ---------      ---------
                                                    16,228         20,131 
   Less accumulated depreciation,
     amortization and allowance to 
     reduce fixed assets to net
     realizable value                               (9,243)       (11,403) 
                                                  ---------      ---------
                                                  $  6,985       $  8,728 
                                                  =========      =========
Accrued liabilities:
   Payroll and other employee benefits            $  2,207       $  2,243 
   Accrued taxes                                       529            776 
   Accrual for discontinued businesses               1,717          2,766 
   Other                                             3,189          2,939 
                                                  ---------      ---------
                                                  $  7,642       $  8,724 
                                                  =========      =========
















                               28
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE I--INCOME TAXES

Since 1992, the Company has been included in Pubco's consolidated federal 
income tax return.  The Company has recorded its share of the respective 
consolidated groups' tax liability for each year based upon a tax sharing 
agreement.  

The provision for income taxes for continuing operations consists of the 
following:

                                                  Year Ended December 3l
                                              1995         1994        1993  

    Federal currently payable                $   90      $    -      $  (77)

    State and local currently payable            14          18          84 
                                             -------     -------     -------
                                             $  104      $   18      $    7 
                                             =======     =======     =======

Income taxes paid by (refunded to) the Company were $80, $(77) and $37 for 
1995, 1994 and 1993, respectively.

A reconciliation of the statutory federal income tax rate to the effective 
rate for continuing operations is as follows:


                                                  Year Ended December 3l
                                              1995         1994        1993  

    Statutory federal rate                     34.0%       34.0%       34.0%
    State and local taxes                        .2          .3         1.7
    Write-off of intangible                       -           -        10.9
    Utilization of net operating
      loss carryforwards                      (33.5)      (34.1)      (10.0) 
    Subchapter S corporation income
      (not subject to tax)                        -           -       (37.4)
    Other                                       1.4          .2         1.0 
                                              ------      ------      ------
                                                2.1%         .4%         .2%  
                                              ======      ======      ======

At December 31, 1995, the Company had available net operating loss 
carryforwards of approximately $21,500 for federal income tax purposes.  
Utilization by the Company is subject to limitations based on the Company's 
future income.  The loss carryforwards, if not used, will expire as follows: 
$1,100 in 1996, $3,800 in 1997, $1,200 in 1998, $2,000 in 1999, $4,100 in 
2000, $300 in 2002, $1,200 in 2006, $1,800 in 2007, $1,400 in 2008, and $4,600 
in 2009.

                               29
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE I--INCOME TAXES--CONTINUED

In addition, for tax purposes, the Company has investment tax credit 
carryforwards of approximately $100 which expire between 1996 and 2001 and 
alternative minimum tax credit carryforwards of approximately $400.

Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities, for financial 
reporting purposes, and the amounts used for income tax purposes.  Significant 
components of the Company's federal and state deferred tax assets and 
liabilities are as follows:

                                                    1995              1994  
    Deferred tax assets:
      Net operating loss carryforwards
        and credits                               $  8,600          $ 10,400
      Accrual for discontinued operations              600             1,000
      Deferred compensation                          2,500             2,000
      Other                                          2,900             3,400
                                                  ---------         ---------
        Total deferred tax assets                   14,600            16,800
    Deferred tax liabilities:
      Tax over book depreciation                       600               900
      Other                                            100                 -
                                                  ---------         ---------
          Total deferred tax liabilities               700               900
                                                  ---------         ---------
    Net deferred tax assets                         13,900            15,900
      Valuation allowance for
        deferred tax assets                        (13,900)          (15,900)
                                                  ---------         ---------
    Net deferred taxes                            $      -          $      -
                                                  =========         =========

The Company has not consistently generated pretax income and the potential 
future tax benefits of the deferred tax assets, primarily net operating loss 
carryforwards, may not be realized.  Accordingly, a valuation allowance has 
been provided equal to the net deferred tax assets related to these potential 
future tax benefits.











                               30
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE J--LEASING ARRANGEMENTS

As Lessee:

Brooks and Buckeye are parties to separate leasing arrangements for office and 
factory space in an approximately 312,000 square foot building owned and 
operated by a partnership that is controlled by the majority stockholder of 
Pubco.  Buckeye and Allied conduct substantially all of their business 
activities from this building.  Brooks has its corporate offices at this 
building.  The leases expire in 2005.  The leases require annual payments 
aggregating $538.  Rent expense associated with these leases was $538 for each 
of the years ended December 31, 1995, 1994 and 1993.

The Company and its subsidiaries lease certain facilities and equipment under 
non-cancellable leases for periods ranging from l to 10 years.  Total rental 
expense from continuing operations under all operating leases is summarized 
below:

                                                 Year Ended December 3l
                                           1995           1994          1993  

       Minimum rentals                   $  721         $  696        $  612 
       Sublease rental income               (61)           (60)          (61)
                                         -------        -------       -------
                                         $  660         $  636        $  551 
                                         =======        =======       =======

At December 3l, l995, the commitments under non-cancellable operating leases 
are as follows:

                                         Operating
                                          Leases  

 
       l996                              $  639  
       l997                                 555  
       l998                                 554  
       1999                                 548  
       2000                                 542  
       Thereafter                         1,882  
                                         -------
                                         $4,720  
                                         =======

Future minimum sublease rentals to be received on facilities under 
non-cancellable operating leases approximate $144 at December 3l, l995.




                               31
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES




NOTE J--LEASING ARRANGEMENTS--CONTINUED

As Lessor:

The Company leases certain land, building, equipment and a trade name asset 
with an aggregate total net book value of $2,259 at December 31, 1995, under 
an operating lease expiring in 2000.  Upon expiration of the initial term, the 
lessee has options to renew for periods up to 10 years.

At December 31, 1995, future minimum rentals to be received under the 
operating lease follow:

         1996                  $  741 
         1997                     741 
         1998                     741 
         1999                     741 
         2000                     741 
         Thereafter                 - 
                               -------
                               $3,705 
                               =======




























                               32
<PAGE>
<TABLE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES



NOTE K--INDUSTRY SEGMENT INFORMATION

Summarized industry segment information is as follows:
<CAPTIONS>
                                                   Computer  
                                                   Printer     Construction 
                                                   Supplies      Products    Corporate  Consolidated
<S>                                                <C>           <C>         <C>         <C>
1995

Net sales                                          $ 22,735      $ 24,855    $      -    $ 47,590 
Trade receivables                                     2,603         2,433          22       5,058 
Income from continuing operations before
  income taxes and minority interest                  4,127           101         826       5,054 
Identifiable assets                                  13,223         8,998      22,786      45,007 
Capital expenditures                                     51           141         135         327 
Depreciation and amortization                           192           374         730       1,296 

1994

Net sales                                          $ 23,356      $ 22,660    $      -    $ 46,016 
Trade receivables                                     2,170         2,321       1,317       5,808 
Income (loss) from continuing operations
  before income taxes and minority
  interest                                            3,966           632        (508)      4,090 
Identifiable assets                                   6,124         9,551      25,815      41,490 
Capital expenditures                                    245           663       2,893       3,801 
Depreciation and amortization                           215           352         803       1,370 

1993

Net sales                                          $ 23,391      $ 18,693    $      -    $ 42,084 
Trade receivables                                     2,120         2,162       8,445      12,727 
Income (loss) from continuing operations
  before income taxes and minority
  interest                                            3,729         1,095      (1,516)      3,308 
Identifiable assets                                   6,114        11,518      50,327      67,959 
Capital expenditures                                    256            25         923       1,204 
Depreciation and amortization                           166           252         758       1,176 

</TABLE>

Aspen was consolidated as part of the computer printer supplies segment 
beginning December 31, 1995, and is included in the 1995 trade receivables and 
identifiable asset amounts above.  Corporate includes certain amounts related 
to the previously discontinued segments.




                               33
<PAGE>
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
BOBBIE BROOKS, INCORPORATED AND SUBSIDIARIES
NOTE L--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The Company's unaudited quarterly results of operations in 1995 and 1994 are 
set forth below.
<CAPTIONS>                                                        
                                                        1995                    
                                      1st         2nd         3rd         4th   
                                    Quarter     Quarter     Quarter     Quarter 
<S>                                 <C>         <C>         <C>         <C>
Net sales                           $ 13,459    $ 13,304    $ 10,759    $ 10,068 
                                    ========    ========    ========    =========
Gross profit                        $  3,572    $  3,729    $  2,769    $  2,676 
                                    ========    ========    ========    =========
Income from:
  Continuing operations             $  1,537    $  1,493    $  1,469    $    421 
  Discontinued operations                  -           -       1,100           - 
                                    --------    --------    --------    ---------
  Net income                        $  1,537    $  1,493    $  2,569    $    421 
                                    ========    ========    ========    =========
Income (loss) applicable
  to Common Stockholders            $    419    $    374    $  1,405    $   (765)
                                    ========    ========    ========    =========
Net income (loss) per common
share from:
  Continuing operations             $    .08    $    .08    $    .06    $   (.15)
  Discontinued operations                  -           -         .22           - 
                                    --------    --------    --------    ---------
  Net income (loss)                 $    .08    $    .08    $    .28    $   (.15)
                                    ========    ========    ========    =========
                                                        1994                      
                                      1st         2nd         3rd         4th    
                                    Quarter     Quarter     Quarter     Quarter  
Net sales                           $ 12,256    $ 12,425    $ 11,165    $ 10,170 
                                    ========    ========    ========    ========
Gross profit                        $  3,517    $  3,768    $  3,368    $  2,961 
                                    ========    ========    ========    ========
Income (loss) from:
  Continuing operations             $  1,528    $  1,500    $  1,349    $   (341)
  Discontinued operations             (1,736)        170     (17,613)      1,285 
                                    ---------   --------    ---------   ---------
  Net income (loss)                 $   (208)   $  1,670    $(16,264)   $    944 
                                    =========   ========    =========   =========
Income (loss) applicable
  to Common Stockholders            $ (1,148)   $    730    $(17,242)   $    (53)
                                    =========   ========    =========   =========
Net income (loss) per common
share from:
  Continuing operations             $    .12    $    .11    $    .07    $   (.26)
  Discontinued operations               (.35)        .04       (3.57)        .25 
                                    ---------   --------    ---------   ---------
  Net income (loss)                 $   (.23)   $    .15    $  (3.50)   $   (.01)
                                    =========   ========    =========   =========
</TABLE>
During the third quarter of 1994, the Company discontinued its apparel and 
retail segments resulting in a reclassification of all prior 1994 quarters, as 
presented above.
                               34
<PAGE>



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

         None.


                                 PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   

Identification of Directors and Executive Officers.

    Stanley R. Browne, age 72, has been a Director of the Registrant 
since October, 1985 and is a member of its Audit Committee.  Mr. Browne 
has been an independent business consultant since April, 1985.  For more 
than five years prior to that date, Mr. Browne was Washington (DC) 
Counsel, Legal Department, of E. I. duPont de Nemours & Company, Inc., 
Wilmington, Delaware.  Mr. Browne is also a Director of Pubco.

    Stephen R. Kalette age 45, has been a Director and executive officer 
of the Registrant since October, 1985.  Mr. Kalette currently serves as 
its Vice President, Administration, General Counsel and Secretary.    Mr. 
Kalette has been a Director and executive officer of Aspen since July, 
1993.  Mr. Kalette currently serves as its Vice President, 
Administration, General Counsel and Secretary.  Mr. Kalette is also a 
Director of Pubco and its Vice President, Administration, General Counsel 
and Secretary.

    Robert H. Kanner, age 48, has been a Director and executive officer 
of the Registrant since October, 1985.  Mr. Kanner currently serves as 
its Chairman, President and Chief Financial Officer.  Mr. Kanner has been 
a Director and executive officer of Aspen since July, 1993 and currently 
serves as its Chairman.  Mr. Kanner is also a Director of Pubco and its 
Chairman, President and Chief Financial Officer.  Mr. Kanner is also a 
Director of Riser Foods, Inc., a grocery wholesaler and retailer, and 
CleveTrust Realty Investors, which invests in real estate.

    William A. Dillingham, age 52, has been President of Buckeye for more 
than the past five years.  Mr. Dillingham has been a Director and 
executive officer of Aspen since July, 1993 and currently serves as its 
President.

    Leo L. Matthews, age 56, has been President of Allied since it was 
acquired in March, 1993.  Between 1987 and 1993, Mr. Matthews provided 
consulting services in strategic planning, marketing, management and 
finance.

    Harold L. Inlow, age 62, had been the President and Chief Operating 
Officer of the Registrant's former retail subsidiary until its closure in 
1994.




                               32
<PAGE>



Family Relationships.

    There are no familial relationships between any Director and 
executive officer of the Registrant.

Board of Directors

    The Board of Directors establishes broad corporate policies which are 
carried out by the officers of the Registrant who are responsible for 
day-to-day operations.  In 1995, the Board held 3 meetings and took 
action by unanimous written consent on 13 other occasions.  No Director 
was absent during the year from any of the meetings of the Board of 
Directors or of any of the committees of the Board on which he served.

Committees of the Board of Directors

    The Registrant has a standing Audit Committee.  The Audit Committee, 
which met once in 1995, consists of the Director not otherwise employed 
by the Registrant.  The Audit Committee (i) reviews the internal controls 
of the Registrant Company and its financial reporting; (ii) meets with 
the Treasurer and such other officers as it, from time to time, deems 
necessary; (iii) meets with the Registrant's independent public 
accountants and reviews the scope and results of auditing procedures, the 
degree of such auditors' independence, audit and non-audit fees charged 
by such accountants, and the adequacy of the Registrant's internal 
accounting controls; and (iv) recommends to the Board the appointment of 
the independent accountants.




























                               36
<PAGE>
<TABLE>


ITEM 11.  EXECUTIVE COMPENSATION 

Summary Compensation Table


     The following table discloses compensation paid or accrued, during each of the Company's last three 
fiscal years, to the Registrant's Chief Executive Officer and to its other executive officers.


<CAPTIONS>
                                                                 Long-Term Compensation              
                                  Annual Compensation                Awards        Payouts            
      Name and                                  Other Annual  Restricted            LTIP     All Other
      Principal                        Bonus    Compensation  Stock       Options  Payouts  Compensation
      Position       Year  Salary($)    ($)         ($)       Awards ($)  SARs(#)   ($)         ($)     

<S>                   <C>   <C>           <C>     <C>              <C>       <C>      <C>   <C>
Robert H. Kanner(1)
     Chairman, CEO,   1995  $425,000      ---     $59,836(2)       ---       ---      ---   $188,973(3,4)
     President &      1994   425,000      ---      56,145          ---       ---      ---    190,420     
     CFO              1993   425,000      ---      49,987          ---       ---      ---     92,108     


Stephen R. Kalette
     VP-Admin.,       1995  $270,000      ---     $25,776(5)       ---       ---      ---   $ 35,815(4) 
     General Counsel  1994   270,000      ---      22,958          ---       ---      ---     35,640    
     & Secretary      1993   270,000      ---      23,761          ---       ---      ---     35,492     


William A. Dillingham(6)
     President of     1994  $450,000      ---     $ 5,946(6)       ---       ---      ---   $ 30,000(7)  
     Buckeye Division 1993   450,000      ---       6,105          ---       ---      ---     30,000     
                      1992   450,000      ---       6,504          ---       ---      ---     30,000     


Leo L. Matthews(8)
     President of     1995  $120,000   $ 10,000   $ 4,817(9)       ---       ---      ---   $  7,200(10) 
     Allied           1994   120,000     22,000     6,314          ---       ---      ---      3,600     
                      1993   100,000     20,000       912          ---       ---      ---                


Harold L. Inlow(11)
     President & COO  1995  $225,000   $      0   $ 7,235(12)      ---       ---      ---       ---      
      of Retail       1994   225,000    120,140    29,642          ---       ---      ---       ---     
      Subsidiary      1993   225,000     39,966    26,624          ---       ---      ---       ---      


                            







                               37
<PAGE>


<FN>
(1)      Mr. Kanner deferred his entire Salary for each of the years reported under the terms of 
         deferred compensation plans established for his benefit.  The amounts reported for each 
         year are the amounts deferred for that year.  As compensation is earned by Mr. Kanner, it 
         is paid by the Company to deferred compensation trusts.  These amounts will be 
         distributed to Mr. Kanner by the trusts in accordance with the terms of the deferred 
         compensation plans.  The assets and corresponding liabilities of the trusts are not 
         carried on the Company's balance sheet.

(2)      Of the amount shown in the table, $55,870 in 1995, $50,870 in 1994 and $45,870 in 1993 
         represents the premiums on life insurance paid for by the Company on Mr. Kanner's life, 
         and for which the Company is not a beneficiary; and $ 3,966 in 1995, $5,275 in 1994 and 
         $4,117 in 1993 represents the cost of providing Mr. Kanner with use of an automobile 
         during the year.

(3)      Of the amount reflected, $130,000 in 1995, $132,100 in 1994 and $34,100 in 1993 
         represents an advance by the Company toward the payment of the premium on life insurance 
         on Mr. Kanner's life and for which the Company is not the beneficiary.  The advance will 
         be repaid to the Company out of the death proceeds from such policy.

(4)      In 1988, the Company adopted a non-qualified plan to provide retirement benefits for 
         executive officers and other key employees.  The plan provides benefits upon retirement, 
         death or disability of the participant and benefits are subject to a restrictive vesting 
         schedule.  $58,873 in 1995, $58,008 in 1994 and $58,320 in 1993 of the amounts shown in 
         the table for Mr. Kanner and all of the amount shown in the table for Mr. Kalette are 
         amounts contributed to such plan for the benefit of such executive officers with respect 
         to the years noted.  Vesting of benefits under the plan is phased in over 20 years and 
         only a portion of the amount contributed for each year has fully vested.

(5)      Of the amount shown in the table, $20,546 in 1995, $19,076 in 1994 and $19,649 in 1993 
         represents the premiums on life insurance paid for by the Company on Mr. Kalette's life, 
         and for which the Company is not a beneficiary; and $4,023 in 1995, $3,883 in 1994 and 
         $2,808 in 1993 represents the cost of providing Mr. Kalette with use of an automobile 
         during the year.

(6)      All amounts shown as paid to or for Mr. Dillingham were paid by Buckeye.  Of the amount 
         shown in the table, $3,205 in 1995, $2,955 in 1994 and $2,695 in 1993 represents the 
         premiums on life insurance paid for by the Company on Mr. Dillingham's life, and for 
         which the Company is not a beneficiary; and $2,741 in 1995, $3,150 in 1994 and $3,809 in 
         1993 represents the cost of providing Mr. Dillingham with use of an automobile during the 
         year.

(7)      In 1988, Buckeye adopted a non-qualified plan to provide retirement benefits for 
         executive officers and other key employees.  The plan provides benefits upon retirement, 
         death or disability of the participant and benefits are subject to a restrictive vesting 
         schedule.  All of the amount shown in the table for Mr. Dillingham are amounts 
         contributed to such plan for the benefit of such executive officer with respect to the 
         years noted.  Vesting of benefits under the plan is phased in over 20 years and only a 
         portion of the amount contributed for each year has fully vested.

(8)      All amounts shown as paid to or for Mr. Matthews were paid by Allied.  Mr. Matthews has 
         an employment agreement with Allied providing for a minimum $120,000 per year base 
         salary; a share of Allied's earnings in excess of its operating plan earnings, if any, 
         and discretionary bonuses (as were paid in 1993 and 1994).


                               38
<PAGE>



(9)      Of the amount shown in the table, $1,710 in 1995, $1,710 in 1994 and $912 in 1993 
         represents the premiums on life insurance paid for by Allied on Mr. Matthew's life, 
         and for which Allied is not a beneficiary; and $3,107 in 1995, $4,604 in 1994 
         represents the cost of providing Mr. Matthews with use of an automobile during that 
         year.

(10)     In 1993, Allied adopted a 401-K plan to provide retirement benefits for Allied's 
         employees, including officers.  Participating employees make voluntary contributions 
         to the Plan, a portion of which Allied matches.   All of the amount shown in the 
         table for Mr. Matthews was contributed by the Company to such plan.  Vesting of 
         benefits under the plan is phased in over three years.

(11)     All amounts shown as paid to or for Mr. Inlow were paid by the retail subsidiary.  
         Mr. Inlow's salary and bonus compensation were paid pursuant to the terms of an 
         employment agreement between Mr. Inlow and the Company's retail subsidiary.  
         Following the December, 1994 closing of the retail subsidiary, Mr. Inlow is entitled 
         to a 3-year salary continuation.

(12)     Of the amount shown in the table, $1,763 in 1995, $12,290 in 1994 and $10,833 in 
         1993 represents the premiums on life insurance paid for by the Company on Mr. 
         Inlow's life, and for which the Company is not a beneficiary; $5,472 in 1995, $5,434 
         in 1994 and $3,873 in 1993 represents the cost of providing Mr. Inlow with use of an 
         automobile during the year; and $11,918 each in the years 1994 and 1993 represents 
         deferred compensation.


Unless covered by an employment agreement with the Company, officers serve for one year terms 
or until their respective successors are duly elected and qualified.
</TABLE>

Compensation of Directors

    The Registrant pays its outside Directors an annual fee of $15,000, 
payable monthly.  The Registrant also reimburses its Directors for any 
expense reasonably incurred while performing services for the 
Registrant.  Directors who are employees of the Registrant or otherwise 
receive compensation from the Registrant do not receive any fee for 
acting as Directors of the Registrant.


      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    As Directors of the Registrant, Mr. Kanner and Mr. Kalette 
participate in Board of Directors' deliberations and decisions concerning 
executive officer compensation.  Mr. Kanner and Mr. Kalette are executive 
officers of the Registrant.









                               39
<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of March 1, 1996, (a) the number of 
shares of the Company's Common Stock owned, directly or indirectly, by 
each Director of the Company and by all Directors and officers as a 
group, and (b) the number of shares of the Company's Common Stock held by 
each person who was known by the Company to beneficially own more than 5% 
of the Company's Common Stock:

                              Amount and Nature                 Percent of
Name of Holder (1)         of Beneficial Ownership(2)       Outstanding Shares

Robert H. Kanner                4,480,086 (3)                     90.8 
Stephen R. Kalette                  1,000 (3)                 Less than 1%
Stanley R. Browne                      -- (3)                       --
William A. Dillingham(4)              500                     Less than 1%
Leo L. Matthews(5)                     --                           --
Harold L. Inlow                     9,000                     Less than 1%
All Directors and executive
  officers as a group
  (6 in number)                 4,481,086 (3)                     90.8 


(1) Addresses are 3830 Kelley Avenue, Cleveland, Ohio 44114 for all named 
    persons.

(2) Each owner has sole voting and investment power with respect to the 
    shares beneficially owned by him unless otherwise stated.

(3) Pubco Corporation ("Pubco") owns 4,466,640 shares of Common Stock of 
    record.  Mr. Browne, Mr. Kanner and Mr. Kalette are Directors and Mr. 
    Kanner and Mr. Kalette are executive officers of Pubco and by such 
    positions may be deemed to affect control of the Company.  Mr. Kanner 
    is Pubco's largest stockholder and is entitled to exercise 
    approximately 85% of the voting power of all Pubco common shares.  As 
    a consequence, Mr. Kanner may be deemed to have shared voting power 
    with Pubco over 4,466,640 shares of Common Stock of the Company.  In 
    addition, the number shown in the above table includes  13,446 shares 
    owned by Mr. Kanner as custodian for his children and as to which 
    shares he disclaims beneficial ownership.

(4) Mr. Dillingham owns 1000 shares (less than 1%) of the Common Stock of 
    Aspen.

(5) Mr. Matthews owns approximately 3.6% of the Common Stock of Allied.

Warrants and Options to Purchase Securities.

    No warrants, options or rights to purchase the Registrant's Common 
Stock were granted by the Company to, or exercised by, any officer or 
Director of the Registrant during 1995.





                               40
<PAGE>



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    On January 1, 1994, Pubco transferred to the Company the business of 
Buckeye in exchange for 194,600 shares of newly-created Preferred Stock 
of the Company with a face value of $100 per share.  Immediately prior 
thereto, Buckeye had been merged into a subsidiary of Pubco and Mr. 
Kanner, Buckeye's sole stockholder, had received 1,820,724 newly issued 
shares of Pubco Common Stock and 70,000 shares of new-created Pubco 
Preferred Stock with a face value of $100 per share in such merger.  
Buckeye was then the owner of approximately 41% of the capital stock of 
Aspen.  Since that date, ownership in Aspen has increased to 
approximately 62%.

    The Company leases 306,650 square feet of a general purpose 312,000 
square foot building in Cleveland, Ohio (the "Building") on a triple net 
basis.  The premises are used for executive and administrative 
facilities, Buckeye's manufacturing and administrative operations and 
Allied's manufacturing and administrative operations.  The Company 
subleases a portion of the building to an unrelated party.  The annual 
rental for the Building is approximately $537,700.  The Partnership that 
owns the Building is 80% owned and controlled by Mr. Kanner.  Mr. 
Dillingham, Mr. Kalette and five other individuals have a minority 
interest in the Partnership.

    Mr. Kanner made loans to Buckeye attributable to pre-1994 
operations.  The Company repaid $1,911,000 of these loans during 1995.  
At December 31, 1995, the Company still owed Mr. Kanner $289,000.  Until 
repaid, these loans bear interest at 2% above the base lending rate 
charged by the Company's lending bank.

    Pubco owed the Company $1,167,000 at December 31, 1994 and $2,236,000 
at December 31, 1995, primarily on account of Pubco's share of management 
services provided by the Company.  Unpaid amounts currently bear interest 
at a rate equal to the base lending rate charged by the Company's lending 
bank.




















                               41
<PAGE>



                                 PART IV


ITEM l4.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


(a) l.  List of Financial Statements
                                                                Page Number
    Consolidated Balance Sheets at December 31,
    1995 and 1994...............................................     14

    Consolidated Statements of Operations for each of
    the three years in the period ended December 31, 1995.......     16

    Consolidated Statements of Stockholders' Equity for
    each of the three years in the period ended
    December 31, 1995...........................................     17

    Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 1995.......     18

    Notes to Consolidated Financial Statements..................     19


    2.  List of Financial Statement Schedules

    Schedule II - Valuation and Qualifying Accounts.............    S-1

    All other schedules for which provision is made in the applicable 
    accounting regulations of the Securities and Exchange Commission are 
    not required under the related instructions or are inapplicable and 
    therefore have been omitted.


    3.  List of Exhibits

    Exhibit
      No.                           Description

    10.19          June 30, 1995 (Fifth) Amendment to Credit Facility and 
                   Security Agreement dated March 1, 1993 between Allied 
                   Construction Products, Inc. and Society National Bank.

    21             Subsidiaries of the Registrant.











                               42
<PAGE>



The following exhibits were previously filed with the Commission as 
indicated in the bracketed [] references and are hereby incorporated by 
reference.


  Exhibit
    No.                           Description

    3.1            Certificate of Incorporation of the Registrant [Proxy 
                   Statement dated May 18, 1987 for July 2, 1987 Annual 
                   Meeting of Shareholders, Exhibit B, Form 10-Q for 
                   quarter ended September 30, 1988, Exhibit 1 and 
                   Information Statement dated June 27, 1990 for August 
                   14, 1990 Annual Meeting of Stockholders, Appendix I].

    3.2            By-laws of the Registrant [Proxy Statement dated May 
                   18, 1987 for July 2, 1987 Annual Meeting of 
                   Shareholders, Exhibit C].

    10.1           Security Agreement dated February 24, 1986 between 
                   Bobbie Brooks, Incorporated and AmeriTrust Company 
                   National Association, as amended [Form 10-K for year 
                   ended December 31, 1987, Exhibit 10.10].

    10.3           Term Note Agreement dated August 2, 1988 between Buxton 
                   & Skinner Printing Company and AmeriTrust Company 
                   National Association, as amended [Form 10-K for year 
                   ended December 31, 1988, Exhibit 10.3].

    10.5           Security Agreements dated August 2, 1988 between Buxton 
                   & Skinner Printing Company and AmeriTrust Company 
                   National Association [Form 10-K for year ended December 
                   31, 1988, Exhibit 10.5].

    10.12          Lease Agreement dated November 29, 1985, by and between 
                   the Registrant and Kelley Avenue Partnership, as 
                   amended [Form 10-K for year ended December 31, 1988, 
                   Exhibit 10.12].

    10.16          Term Note Agreement dated April 26, 1989 between Buxton 
                   & Skinner Printing Company and AmeriTrust Company 
                   National Association.  [Form 10-K for year ended 
                   December 31, 1989, Exhibit 10.16].

    10.17          Credit Facility and Security Agreement dated March 1, 
                   1993 between Allied Construction Products, Inc. and 
                   Society National Bank [Form 10-K for year ended 
                   December 31, 1993, Exhibit 10.17].







                               43
<PAGE>



    10.18          Amendments to Credit Facility and Security Agreement 
                   dated March 1, 1993 between Allied Construction 
                   Products, Inc. and Society National Bank [Form 10-K for 
                   year ended December 31, 1994, Exhibit 10.18].



(b) Reports on Form 8-K Filed during Fourth Quarter

          None.
                                  












































                               44
<PAGE>



                                  SIGNATURES


    Pursuant to the requirements of Section l3 or l5(d) of the Securities 
Exchange Act of l934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.



                                  BOBBIE BROOKS, INCORPORATED



                                  By:  /s/ Robert H. Kanner          
                                     --------------------------------
                                     Chairman of the Board, President
                                     Chief Executive Officer
                                     and Chief Financial Officer



Date:  March 12, l996





    Pursuant to the requirements of the Securities Exchange Act of l934, this 
report has been signed below by the following persons on behalf of the 
Registrant, on the date indicated above:



                                        /s/ Robert H. Kanner       
                                     --------------------------
                                     Robert H. Kanner, Director



                                        /s/ Stephen R. Kalette     
                                     ----------------------------   
                                     Stephen R. Kalette, Director



                                        /s/ Stanley R. Browne      
                                     ----------------------------   
                                     Stanley R. Browne, Director







                               45
<PAGE>
<TABLE>




                          BOBBIE BROOKS, INCORPORATED
                                AND SUBSIDIARIES
                                  SCHEDULE II
                       VALUATION AND QUALIFYING ACCOUNTS
                                    (000's)

<CAPTIONS>
     Column A                        Column B            Column C            Column D        Column E 
                                    Balance at          Additions                           Balance at
                                    Beginning           Charged to:                           End of
    Description                     of Period      Cost/Expense   Other     Deductions        Period  

<S>                                  <C>           <C>        <C>           <C>              <C>
Allowance for doubtful
  accounts-trade receivables


Year ended
  December 31, 1995                  $1,250        $   44     $   66 (B)    $  480 (A)       $  279 
                                                                               601 (D)

Year ended
  December 31, 1994                  $1,078        $  794     $    -        $  608 (A)       $1,250 
                                                                                14 (C)
Year ended
  December 31, 1993                  $  587        $  543     $  327 (B)    $  379 (A)       $1,078 


                           
<FN>
(A)  Bad-debt writeoffs.

(B)  Allowances for doubtful accounts acquired.

(C)  Sale of receivables.

(D)  Recoveries of accounts previously reserved.
</TABLE>











                                      



                                      S-1
<PAGE>



                                EXHIBIT INDEX


Exhibit No.               Description                            Page No.


     3.1      Certificate of Incorporation of the 
              Registrant, [Proxy Statement dated May 18, 
              1987 for July 2, 1987 Annual Meeting of 
              Shareholders, Exhibit B and Form 10-Q for 
              quarter ended September 30, 1988, Exhibit 1 
              and Information Statement dated June 27, 1990 
              for August 14, 1990 Annual Meeting of 
              Stockholders, Appendix I].

     3.2      By-Laws of the Registrant [Proxy Statement 
              dated May 18, 1987 for July 2, 1987 Annual 
              Meeting of Shareholders, Exhibit C].

    10.1      Security Agreement dated February 24, 1986 
              between Bobbie Brooks, Incorporated and 
              AmeriTrust Company National Association, as 
              amended [Form 10-K for year ended December 31, 
              1987, Exhibit 10.10].

    10.3      Term Note Agreement dated August 2, 1988 
              between Buxton & Skinner Printing Company and 
              AmeriTrust Company National Association, as 
              amended [Form 10-K for year ended December 31, 
              1988, Exhibit 10.3].

    10.5      Security Agreements dated August 2, 1988 
              between Buxton & Skinner Printing Company and 
              AmeriTrust Company National Association [Form 
              10-K for year ended December 31, 1988, Exhibit 
              10.5].

    10.12     Lease Agreement dated November 29, 1985, by 
              and between the Registrant and Kelley Avenue 
              Partnership, as amended [Form 10-K for year 
              ended December 31, 1988, Exhibit 10.12].

    10.16     Term Note Agreement dated April 26, 1989 
              between Buxton & Skinner Printing Company and 
              AmeriTrust Company National Association [Form 
              10-K for year ended December 31, 1989, Exhibit 
              10.16].









<PAGE>



Exhibit No.               Description                            Page No.



    10.17     Credit Facility and Security Agreement dated 
              March 1, 1993 between Allied Construction 
              Products, Inc. and Society National Bank [Form 
              10-K for year ended December 31, 1993, Exhibit 
              10.17].

    10.18     Amendments to Credit Facility and Security 
              Agreement dated March 1, 1993 between Allied 
              Construction Products, Inc. and Society 
              National Bank [Form 10-K for year ended 
              December 31, 1994, Exhibit 10.18].

    10.19     June 30, 1995 (Fifth) Amendment to Credit 
              Facility and Security Agreement dated March 1, 
              1993 between Allied Construction Products, 
              Inc. and Society National Bank.

    21        Subsidiaries of the Registrant.