ELECTRIC M & R INC.
                       FORM 10-KSB/A AND ANNUAL REPORT
                             DECEMBER 31, 1995


<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549              

                               FORM 10-KSB/A
            Annual Report Pursuant Under Section 13 or 15(d) of
                    The Securities Exchange Act of 1934

               For the fiscal year ended December 31, 1995 
                      Commission file number 0-4939 
                          Electric M & R Inc.
               (Name of small business issuer in its charter)

      Delaware                       25-1197808        
(State or other jurisdiction of     (I.R.S. Employer
incorporation or organization)       Identification No.)

                      2025 Milford Drive, Bethel Park,  
                   Allegheny County, Pennsylvania  15102        
                 (Address of principal executive offices)

Issuer's telephone number:  412-831-6101   

   Securities registered under section 12(b) of the Exchange Act:
                                   None  

     SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                       Common Stock, $1.00 Par Value
                             (Title of Class)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

          Yes    X        No      

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will 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-KSB or any
amendment to this Form 10-KSB.  [ X ]

The issuer's net sales for its most recent fiscal year were
$2,477,229.

The aggregate market value of the voting common stock held by
nonaffiliates as of December 31, 1995 was not determinable
because there is insufficient market transaction data.

Registrant has one class of common stock as of December 31, 1995,
the close of the period covered by this report; 734,787 shares
were outstanding.<PAGE>

                    DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Shareholders for the year ended December 31, 1995:

  Part I   -    Items 1 and 3

  Part II  -    Items 5-7, except for the approximate number of
                holders of common stock securities of the
                Registrant at December 31, 1995 which was 4229.

  Part III -    Items 9-12

                                  PART I

Item 1.   DESCRIPTION OF BUSINESS

The information contained in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1995, under the
headings "Narrative Description of Business" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" is incorporated herein by reference.

Item 2.   PROPERTIES

The principal plants and other physically important properties of
Registrant are as follows:

  A.  A 30,000 square foot one-story brick and steel
      manufacturing plant placed in service in 1956 in Bethel
      Park, Pennsylvania, owned in fee simple.  This plant is
      used for the manufacture and repair of electric motors and
      related equipment and is presently being used at
      approximately fifty-five (55) percent of its capacity.

  B.  An 88,000 square foot one-story brick and steel
      manufacturing plant placed in service in 1968 in Irwin,
      Pennsylvania, owned in fee simple.  This plant is used
      primarily for the production of electric lighting products
      and is presently being used at approximately forty (40)
      percent of its capacity.

  C.  A tract of land presently containing approximately 89
      acres located in Luquillo, Puerto Rico, owned in fee
      simple.  This property is classified as assets held for
      sale.

  D.  A 2,500 square foot single floor brick office building in
      Bethel Park, Pennsylvania.  This building was purchased in
      1994 and is used for executive and administrative offices
      of the Registrant.  The balance of the mortgage payable is
      $26,649 at December 31, 1995.

  E.  In 1994, the Registrant took possession of rental
      properties resulting from foreclosure action against the
      mortgagee.  These properties were sold in 1995 and 1996.

The Registrant believes that the facilities are sufficient for
its existing activities and potential growth.

Item 3.   LEGAL PROCEEDINGS

The information contained in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1995, under the
heading "Litigation," (see Note 9 to the financial statements) is
incorporated herein by reference.

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

None

<PAGE>
                                  PART II


Item 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND
          RELATED STOCKHOLDER MATTERS

The information contained in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1995, under the
heading "Market and Dividend Information" is incorporated herein
by reference.

Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION

The information contained in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1995, under the
heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations", is incorporated herein by
reference.

Item 7.   FINANCIAL STATEMENTS

  Financial Statements

  The financial statements and related notes and the Report of
  Independent Accountants contained in the Registrant's Annual
  Report to Shareholders for the year ended December 31, 1995,
  are incorporated herein by reference.

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

None.

<PAGE>
                                 PART III

Item 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information contained in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1995, under the
heading "Directors and Executive Officers of the Registrant," is
incorporated herein by reference.

Item 10.  EXECUTIVE COMPENSATION

The information contained in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1995, under the
heading "Remuneration and Other Transactions with Management
since January 1, 1995," is incorporated herein by reference.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

The information contained in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1995, under the
heading "Security Ownership of Certain Beneficial Owners and
Management," is incorporated herein by reference.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained in the Registrant's Annual Report to
Shareholders for the year ended December 31, 1995, under the
heading "Remuneration and Other Transactions with Management
since January 1, 1995," is incorporated herein by reference.

Item 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT
          ON FORM 8-K

(a)   Financial Statements

  The following financial statements of Electric M & R Inc. are
  included in Part II, Item 7:

      Report of Independent Accountants relating to the
      financial statements for 1995 and 1994.

          Balance Sheets - December 31, 1995 and 1994.

          Statements of Operations and Accumulated Deficit for
          the Years Ended December 31, 1995 and 1994.

          Statements of Cash Flows for the Years Ended December
          31, 1995 and 1994.

          Notes to Financial Statements

  Exhibits

  (13)    Annual Report to Security Holders for the year ended
          December 31, 1995.

(b)   Report on Form 8-K
  There were no reports on Form 8-K which were required to be
  filed during the period October 1, 1995 to December 31, 1995.

<PAGE>
                                SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

  
                                    ELECTRIC M & R INC.


                                    By /s/ V. E. Oswald
                                    V. E. Oswald
                                    Chairman of the Board
                                    Director


                                    By /s/ Raymond F. Croushore
                                    Raymond Croushore
                                    Treasurer (Principal
                                    Accounting Officer)
                                    Director

Date: March 27, 1996


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



Date: March 27, 1996                By /s/ Gretchen Oswald
                                         Gretchen Oswald
                                         Director


Date:  March 27, 1996               By /s/ Richard MacQuown       
                                         Richard MacQuown
                                         Director
                        
                                                                  
      
                                                                  
      
                                                                  
Date:  March 27, 1996                By /s/ Fred Jacobs           
                                          Fred Jacobs
                                          Director
                        
                                                                  
<PAGE>
                                   1995

                               ANNUAL REPORT

<PAGE>
                                 DIRECTORS

                               V. E. OSWALD
      Chairman of the Board of Directors of Electric M & R Inc.
                                Since 1969

                             GRETCHEN OSWALD 
      President, Chief Executive Officer of Electric M & R Inc.
                                Since 1982

                                FRED JACOBS
                   Vice President of Electric M & R Inc.
                                Since 1991

                           Raymond F. Croushore
              Treasurer and Secretary of Electric M & R Inc.
                                Since 1995

                             RICHARD MacQUOWN
              President, Tomsett Consulting Associates, Inc.
                                Since 1984

                                 OFFICERS

                               V. E. OSWALD
                    Chairman of the Board of Directors

                              GRETCHEN OSWALD
                    President, Chief Executive Officer

                                FRED JACOBS
                              Vice President

                           RAYMOND F. CROUSHORE
                          Treasurer and Secretary

                              GENERAL COUNSEL

                         GREENFIELD AND ASSOCIATES
                             1035 Fifth Avenue
                           Pittsburgh, PA  15219

                              TRANSFER AGENT

                            ELECTRIC M & R INC.
                            2025 Milford Drive
                               P.O. Box 326
                          Bethel Park, PA  15102

                            ELECTRIC M & R INC.
                                 DIVISIONS

                       PITTSBURGH REFLECTOR DIVISION
            ELECTRIC MANUFACTURING AND REPAIR COMPANY DIVISION<PAGE>

MANAGEMENT'S STATEMENT REGARDING SUMMARY OF OPERATIONS


Electric M & R Inc. has two (2) operating divisions:

 1.  Pittsburgh Reflector Company - Manufacture and sales of
     electric lighting fixtures

 2.  Electric Manufacturing & Repair Company - Manufacture and
     repair of electric motors and related equipment

                      MARKET AND DIVIDEND INFORMATION

                       Sales Prices of Common Shares

                 1995                            1994
         (From "National Quotation        (From "National
                                          Quotation
                 Bureau Incorporated")    Bureau Incorporated")

Quarter  Bid     Ask      Dividend       Bid    Ask      Dividend
First    .750    N/A      None           .125   N/A      None
Second   .750    N/A      None           .250   N/A      None
Third    .375    N/A      None           .500   N/A      None
Fourth   .375    N/A      None           .500   N/A      None

 A copy of SEC Form 10-KSB/A will be sent free of charge to the
 shareholders upon written request addressed to the Secretary,
 or the Corporation:  2025 Milford Drive, P.O. Box 326, Bethel
 Park, Pennsylvania  15102-0326.

<PAGE>
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


(A)  The principal holder of securities of Registrant as of
     February 28, 1996 was:

                      Title of   Type of     Amount    Percent
 Name and Address      Class    Ownership    Owned    of Class

 Gretchen Oswald       Common    Of record  396,952    54.02%
 2025 Milford Drive     stock                 
 Bethel Park, PA  15102


(B)  Equity securities owned directly or indirectly by directors
     and officers of Registrant as a group were as follows:

 Title of Class         Amount Owned      Percent of Class

 Common Stock             396,952           54.02%

<PAGE>
                     NARRATIVE DESCRIPTION OF BUSINESS


The Company was incorporated in Delaware in June, 1968.

Business done and intended to be done:

 The principal markets for electrical lighting fixtures are
 firms engaged in the installation of electrical fixtures in
 construction projects and firms installing new or replacement
 electrical fixtures in their own facilities.

 The principal market for electric motors and related services
 is industry in the Western Pennsylvania area.

 The market for the Registrant's investment in real estate is in
 Luquillo, Puerto Rico and Irwin, Pennsylvania.

 The sale of the Registrant's products, except real estate, is
 conducted by direct retail sales to manufacturers or sales to
 distributors.  Real estate sales are conducted by agents of the
 Registrant.

 There have been no significant changes in the kinds of products
 or services rendered or in markets or methods of distribution
 since the beginning of Registrant's fiscal year.

 The sources and availability of raw material essential to
 Registrant's business are not significant factors; however, the
 profitability of Registrant's manufacture, remanufacture,
 repair and sale of coils, lighting products, transformers,
 electric motors and similar equipment is affected by the price
 of materials.

 Patents, licenses, franchises and concessions are not
 significant factors to Registrant's business.  Also, none of
 the Registrant's segments are significantly seasonal.

 There are three significant customers of the Company's
 Electrical Lighting Products Division and one significant
 customer of the Company's Electrical Motor Repair Division. 
 These customers accounted for approximately 90% and 10% of the
 net revenue of each respective division and 58% of the
 Company's total net sales.  All significant customers are
 independent of the Registrant.  See note 14 to the Registrant's
 financial statements.

<PAGE>
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                         AND RESULTS OF OPERATIONS


Liquidity

Management expects cash flow to be restrictive over the next few
years as available cash will be used to liquidate the notes
payable and accrued interest owed by the Registrant.  Major
factors affecting the Registrant's liquidity include the
following:

1.   At the present time, related parties, which are owed in
     excess of $2.1 million in notes payable and accrued
     interest, have not charged the Registrant interest on the
     portion of the liability representing accrued interest.  

2.   The Registrant has an available line of credit with Dollar
     Bank for $150,000 with annual interest at the bank's prime
     rate plus 1-1/2%.  As of December 31, 1995, $91,000 had
     been borrowed on the line of credit. 

3.   The Registrant continues to actively attempt to sell its
     property in Puerto Rico.  Management believes the property
     to have a value in excess of two million dollars, but
     recognizes that achieving this value will require
     additional time and effort which may be extended and
     substantial.

4.   The Company also sold property in Irwin, Pennsylvania
     during 1995 and 1996 with proceeds totalling approximately
     $300,000.  The gain from mortgage foreclosure in 1994 represents the   
     market value of these properties, less the cost of acquisition.

Capital Resources

There are no commitments for any major capital expenditures at
December 31, 1995.

Net Sales

The 1995 manufacturing sales of $2,477,000 reflect a decrease of
$1,027,000 for the year.  This decrease was primarily
attributable to decreased volume of electrical lighting products
sales due to a significant decrease from a major customer, whose store
renovation schedule has been lengthened and whose parent company has been
experiencing financial difficulties.  The Registrant is actively pursuing
alternative business areas and anticipates sales may remain constant or
decline in 1996.

Cost of Product Sold

The cost of raw material, labor and purchased services are
stable, with the exception of normal inflationary increases.
Cost of sales as a percentage of sales has decreased 3.5% due to the
implementation of increases in certain market prices during 1995.

Research and Development Expenses

There have been no significant research and development expenses
during the last two fiscal years.

Selling, General and Administrative Expenses

The selling, general and administrative expenses, exclusive of
attorney fees, are stable.  Attorney fees decreased in 1995 by
approximately $4,000. The percentage of selling, general and administrative
expense to sales has increased 6% in 1995 due to decreased sales volume
with no feasible alternative for further reducing selling, general and
administrative expense.

Interest and Financing Expense

The interest rate on the notes payable to related parties is
prime plus 1% as it was in years previous to 1995.

Net Earnings

The Company's ability to increase profitability is dependent on a
number of factors. The drop in gross sales volume at the lighting division
is directly related to the decrease in business from its major customer,
which is dependent on their recovery from the current industry recession. 
Increased sales volume through a wider customer base would have a salutary
effect on profitability as well as the conclusion of litigation (as
mentioned in Note 9 to the financial statements). 
The sale of the land held for sale would also have a positive
effect on net earnings.

Business in General

Backlogs existing for the electrical lighting products were
approximately $500,000 and $1,000,000 as of December 31, 1995 and
December 31, 1994, respectively.  A portion of such backlog must
await release instructions from the purchaser and can be held for
some time.  However, all of the backlog can be delivered within
the current fiscal year.

The manufacture and sale of electrical lighting products and the
manufacture and repair of electric motors and similar equipment
are highly competitive.  Numerous larger companies with greater
resources compete with the Registrant in the market for these
products.  Sales of lighting products are directly affected by
the level of industrial and commercial construction.  The
Registrant's sales of land investment in Puerto Rico are affected
by the general economic conditions of Puerto Rico.

Registrant employs approximately 25 employees relating to the
manufacture and sale of electric lighting products and
approximately 10 employees relating to the manufacture and repair
of electric motors and similar equipment and the distribution of
electrical products.  There are not expected to be significant
changes in the number of employees in 1996.

<PAGE>
         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Fees are paid to non-employee directors at the rate of $100 per
meeting.

The Board of Directors has no audit, nominating or compensation
committees.

The Board of Directors held five meetings during the last fiscal
year.  None of the directors attended fewer than 70% of these
meetings.

The following information is furnished with respect to each
director and executive officer:
                                       Shares        
                                      Beneficially     
Name and Position      Period         Owned as of    Percent
Presently Held         Served      February 28, 1996 of Class

Vincent E. Oswald      Director and             -0-     0.00%
Age 83                 Officer
Director, Chairman of  Since January 9, 1969
the Board of the Company   
(Father of Gretchen Oswald)

Gretchen Oswald        Director             396,952    54.02
Age 50                 Since April 18, 1982
Director, President    Chief Executive Officer
and Chief Executive    Since February 15, 1985
Officer of the Company
(Daughter of Vincent E. Oswald)

Fred Jacobs, Age 47    Director                 -0-     0.00
Director and Vice      and Officer
President of the       Since January 29, 1990
Company        

Raymond F. Croushore   Director and Officer     -0-     0.00
Age 48                 Since December 27, 1995
Secretary and Treasurer
of the Company
(Formerly Controller for 
Gregg Services, Pittsburgh,
PA 1978-1995)

Richard MacQuown       Director                 -0-     0.00
Age 76                 Since April 18, 1984
President of Tomsett
Consulting Associates, Inc.

<PAGE>
            REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT
                           SINCE JANUARY 1, 1995
 



The following information is furnished with respect to the Chief
Executive Officer and to each Director and Officer of the Company
whose aggregate direct remuneration exceeded $100,000 for the
fiscal year ended December 31, 1995 and with respect to all
Directors and Officers of the Company as a Group.  No Officer's
or Director's aggregate direct remuneration exceeded $100,000.

   Capacities in      Name of Individual
Which Remuneration      or Number of     Aggregate Remuneration
      Received        Persons in Group    1995   1994    1993  
                                      
President             Gretchen Oswald  $42,000  $42,000  $31,500

All Directors & Officers
As a Group                   (5)       $76,088 $112,300 $115,100

Shop Materials Company, a corporation in which all voting
securities are owned by Vincent E. Oswald, received certain
accounting services, office space, office staff, telephone, and
management services from the Company and reimbursed the Company
for such services.

In 1995, Shop Materials Company paid approximately $46,700 for
such services.  The Company believes that amounts received for
such services and space are fair and reasonable and are as fair
as amounts which would be received from non-affiliates for such
services and space.

Gretchen Oswald has loaned the Company prior to December 31, 1995
$60,000 and $20,000 payable on demand with interest at 10% and
8%, respectively.  There is no outstanding interest on these
loans at December 31, 1995.

Vincent E. Oswald and Shop Materials Company have, from time to
time prior to and including the fiscal year ended December 31,
1995, made various loans to the Company, payable upon demand with
interest at the prime rate plus one (1%) percent.  The present
outstanding balance of such loans is $1,027,890.  The terms of
the loans are as favorable as the Company could have obtained
from unrelated parties.  The outstanding interest on the above
loans to and including December 31, 1995 is $1,067,933.

Neither Mr. Oswald nor Shop Materials Company have charged the
Company interest on the accrued interest balance and have
provided the Company flexibility in making payments on the
interest.<PAGE>





                     REPORT OF INDEPENDENT ACCOUNTANTS


February 14, 1996



Board of Directors and Shareholders
Electric M & R, Inc.


We have audited the accompanying balance sheets of Electric M &
R, Inc. as of December 31, 1995 and 1994, and the related
statements of operations and accumulated deficit and cash flows
for the years then ended, appearing on pages 10 through 19 of
this Annual Report.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements 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 financial statements referred to above
present fairly, in all material respects, the financial position
of Electric M & R, Inc. as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting
principles.





McCRORY & McDOWELL LLC
Pittsburgh, Pennsylvania

<PAGE>
                            ELECTRIC M & R, INC.
                                BALANCE SHEETS
                           DECEMBER 31, 1995 AND 1994



                                     ASSETS
                                             1995           1994
Current Assets
   Cash and Cash Equivalents            $  11,790   $      7,463
   Accounts Receivable - Net of 
     Allowance for Doubtful Accounts
     of $4,300 and $9,000, Respectively   141,308        434,001
   Inventories                            870,361        867,690
   Note Receivable                          3,671         53,320
   Other Current Assets                    36,747         43,736
                                        1,063,877      1,406,210
Property, Plant and Equipment
   Land and Improvements                   22,484         22,484
   Buildings and Improvements             787,936        786,051
   Machinery and Equipment              1,402,388      1,367,939
   Furniture and Fixtures                 193,047        188,848
                                        2,405,855      2,365,322
   Less:  Accumulated Depreciation      2,059,538      2,013,209
                                          346,317        352,113

Other Assets
   Real Estate Held for Sale              789,439        915,338

TOTAL ASSETS                        $   2,199,633   $  2,673,661

                     LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
   Notes Payable - Demand           $      91,000   $       -0-
   Current Portion of Long-Term Debt       29,866        20,950
   Accounts Payable                       183,247       425,738
   Accrued Expenses                        52,741        15,745
   Notes Payable - Related Parties      1,107,890     1,281,104
   Accrued Interest - Related Parties   1,067,933     1,174,074
                                        2,532,677     2,917,611

Long-Term Debt                             18,082        26,649

Shareholders' Deficit
   Common Stock                           734,787       734,787
   Additional Paid-In Capital           1,486,440     1,486,440
   Accumulated Deficit                 (2,572,353)   (2,491,826)
                                         (351,126)     (270,599)

TOTAL LIABILITIES AND 
   SHAREHOLDERS' DEFICIT            $   2,199,633   $ 2,673,661   

See accompanying notes.

<PAGE>
                          ELECTRIC M & R, INC.
           STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
            FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994


                                             1995           1994

Net Sales                             $ 2,477,229    $ 3,503,817

Cost of Goods Sold                      2,089,074      3,079,016

Gross Profit                              388,155        424,801

Selling, General and Administrative       488,873        477,764

Operating Loss                           (100,718)       (52,963)

Other (Income) and Expense
   Interest Income                         (1,593)       (17,762)
   Other Income                           (68,321)       (32,307)
   Interest Expense                       131,484        106,981
   Sale of Land, Net of Costs and Expenses
   of $156,353 and $46,364, respectively (113,761)        16,363
   Gain from Mortgage Foreclosure             -0-       (141,384)
                                          (52,191)       (68,109)

Net Income (Loss) Before Provision
   for Income Taxes                       (48,527)        15,146
Provision for Income Taxes                 32,000          3,794

NET INCOME (LOSS)                     $   (80,527)   $    11,352  
 

Net Income (Loss) Per Share
of Common Stock                            (.11)           .02



Number of Shares Used in 
   Computing Earnings Per Share           734,787        734,787  



Accumulated Deficit at
Beginning of Year                     $(2,491,826)   $(2,503,178)
Net Income (Loss)                         (80,527)        11,352

ACCUMULATED DEFICIT AT
  END OF YEAR                         $(2,572,353)   $(2,491,826) 


See accompanying notes.

<PAGE>
                         ELECTRIC M & R, INC.
                        STATEMENTS OF CASH FLOWS
             FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994


            INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                               1995         1994
Cash Flows from Operating Activities
Net Income (Loss)                        $  (80,527)  $   11,352 
Adjustments to Reconcile Net Income 
  (Loss) to Net Cash Provided by (Used in)
  Operating Activities:
    Depreciation                             57,221       58,085
    Gain from Mortgage Foreclosure              -0-     (141,384)
    Net Loss (Gain) on Sale of Real
      Estate Held for Sale                 (113,761)      16,363
    (Increase) Decrease in:
        Accounts Receivable                 292,693      (52,044)
        Inventories                          (2,671)     105,256
        Other Current Assets                  6,989      (14,625)
    Increase (Decrease) in:
        Accounts Payable                   (242,491)     178,809
        Accrued Expenses                     36,996       (2,857)
        Accrued Interest - Related Parties (106,141)     (60,470)
        Income Taxes Payable                    -0-      (40,545)
                                           (151,692)      57,940

Cash Flows from Investing Activities
    Payments for Capital Expenditures       (28,425)    (112,387)
    Payments for Real Estate Held for Sale      -0-      (36,348)
    Net Proceeds from Sale of Real Estate
       Held for Sale                        239,660        2,537
    Collection of Notes Receivable           49,649        5,026
                                            260,884     (141,172)

Cash Flows from Financing Activities
    Proceeds from Additional Borrowings      91,000      181,000
    Principal Payments on Long-Term Debt    (22,651)     (14,651)
    Principal Payments on Notes Payable -
      Related Parties                      (173,214)    (114,640)
                                           (104,865)      51,709

Net Increase (Decrease) in Cash and
  Cash Equivalents                            4,327      (31,523)

Cash and Cash Equivalents at
  Beginning of Year                           7,463       38,986

Cash and Cash Equivalents at
  End of Year                          $     11,790   $    7,463


See accompanying notes.

<PAGE>
                          ELECTRIC M & R, INC.
                      NOTES TO FINANCIAL STATEMENTS
            FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Cash and Cash Equivalents - The Company considers all highly
    liquid debt instruments purchased with a maturity of three
    months or less to be cash equivalents.

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

    Property, Plant and Equipment - The cost of the assets is
    depreciated using straight-line and accelerated methods over
    their estimated useful lives for financial statement and tax
    return purposes.

    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.

2.  INVENTORIES

    Inventories consist of the following:
                                             1995          1994
                                                                  
        Raw Materials                  $  434,893    $  471,519   
        Work in Progress                  183,191       197,443   
        Finished Goods                    252,277       198,728   
                                       $  870,361    $  867,690   

3.  LINE OF CREDIT

    In 1994, the Company established a $150,000 line of credit
    with Dollar Bank.  Borrowings bear interest at the bank's
    prime rate plus 1-1/2%.  The line of credit is personally
    guaranteed by the principal shareholder of the Company.  At
    December 31, 1995, $91,000 had been borrowed on the line of
    credit.  At December 31, 1994 there were no borrowings under
    this arrangements.

<PAGE>
4.  NOTES PAYABLE

    Demand notes payable to related parties in the amounts of
    $1,107,890 and $1,281,104 at December 31, 1995 and 1994,
    respectively, consist of amounts due officer-shareholders of
    the Company, and entities under their control.  These notes
    and amounts bear interest at prime (8.5% at December 31,
    1995) plus 1% with the exception of a $60,000 and a $20,000
    note payable to an officer-shareholder at 10% and 8%,
    respectively. Accrued interest on these notes was $1,067,933
    and $1,174,074 at December 31, 1995 and 1994, respectively.

5.  LONG-TERM DEBT

    Long-term debt consists of the following at December 31, 1995
    and 1994:

    8% mortgage payable to an individual         1995        1994
    with final payment due March 15, 1997.
    The note is secured by a building.     $   26,649  $   47,599

    8.49% note payable to Dollar Bank with
    final payment due September 18, 1998.  
    The note is secured by a vehicle.          21,299         -0-
                                               47,948      47,599
    Less:  Current Portion                     29,866      20,950 
  
                                           $   18,082  $   26,649 
  

    Aggregate maturities of long-term debt subsequent to December
    31, 1995 are as follows:

        By: December 31, 1996              $   29,866
            December 31, 1997                  11,774
            December 31, 1998                   6,308
                                           $   47,948

6.  RELATED PARTY TRANSACTIONS

    During 1995 and 1994 the Company charged an affiliated
    Company owned by an officer approximately $46,700 and $9,800,
    respectively, for administrative and management services. 
    These amounts are included in other income.

    In addition, interest expense for the years ended December
    31, 1995 and 1994, pertaining to notes payable to related
    parties, amounted to approximately $120,674 and $104,000,
    respectively.

    During 1994, the Company purchased an office building from a
    relative of an officer for $62,250.
<PAGE>
7.  ASSETS HELD FOR SALE

    The Company owns land in Puerto Rico which is being actively
    offered for sale.  This land is recorded at the Company's
    cost, $557,439 and $582,861 at December 31, 1995 and 1994,
    respectively, which is estimated to be less than net
    realizable value.

    The Company owned rental property in Irwin, Pennsylvania
    which was being actively offered for sale.  During 1996,
    management of the Company sold this property for $232,000.

8.  INCOME TAXES

    As required by FASB Statement No. 109, "Accounting for Income
    Taxes", the Company uses the liability method of accounting
    for income taxes.

    For Federal Income Tax reporting purposes, the Company has
    available $2,400,000 of net operating loss carryforwards as
    of December 31, 1995.  If unused, these amounts will expire
    in varying amounts beginning in 1997 through 2010.  For state
    income tax reporting purposes, the Company has $820,000 of
    net operating loss carryforwards as of December 31, 1995.  If
    unused, these amounts will expire in varying amounts 
    beginning in 1996 and 1997.

    These losses result in a deferred tax asset which has been
    reduced to zero by a valuation allowance due to a trend of
    minimal taxable income in prior years.

                                             1995           1994
    
        Deferred Tax Asset             $  891,000    $   912,000
        Valuation Allowance              (891,000)      (912,000)
                                       $      -0-    $       -0-

    Significant components of income tax expense from continuing
    operations consist of the following at December 31, 1995 and
    1994:

        Current - State                $      -0-    $     3,794
        Puerto Rico                        32,000            -0-
                                       $   32,000    $     3,794

9.  LITIGATION

    On June 21, 1990, the Company was awarded damages of
    $1,009,000 from a former employee of the Company and his
    related entities.  The judgement was the result of a long-
    standing suit by the Company against the former employee and
    his related entities.  The Company is currently involved in
    a lis pendens action in order to collect the judgement. 
    In 1992, the Company received $171,000 as settlement in a
    lawsuit with a financial institution related to the lawsuit
    against the former employee.  The net proceeds were used to
    reduce a receivable in the amount of $44,016 with the
    remaining $126,984 recorded as income in 1992.  The Company
    used the proceeds to purchase three first mortgages from the
    financial institution secured by three rental properties. 
    The mortgagee of each of these properties was the former
    employee.  The mortgagee defaulted on payment on all the
    mortgages.  The Company took possession of these properties
    during 1994. The gain from mortgage foreclosure reflected in 1994       
    represents the market value of these properties, less the costs of      
    acquisition. The properties were sold in 1995 and 1996. 
    (See Note 7)

10. CONTINUING OPERATIONS

    At December 31, 1995 the Company had negative working capital
    of $1,468,800, and shareholders' deficit of $351,126.  As
    discussed in Note 4 to the financial statements, the Company
    owes related parties in excess of $2.1 million in loans and
    accrued interest.  In the past, the officer has not charged
    the Company interest on the portion of the debt representing
    accrued interest and has only demanded payment to the extent
    of available cash flow.  Continued operations of the Company
    are dependent on receiving continued favorable financial
    assistance from the officer.  The officer has represented
    that he will continue to provide this assistance.  It is the
    intent of the Company that available proceeds from the sale
    of Real Estate Held for Sale will be used to liquidate this
    obligation.

11. CONCENTRATION OF CREDIT RISK

    The principal markets for electrical lighting products are
    firms engaged in the installation of electrical fixtures in
    construction projects and firms installing new or replacement
    electrical fixtures in their own facilities.

    The principal market for electric motors and related services
    is industry in the Western Pennsylvania area.

    The sole market for the Registrant's investment in real
    estate is in Luquillo, Puerto Rico.

    All customer receivables are unsecured.

12. COMMON STOCK

    Common stock has a stated value of $1 per share.  There are
    2,000,000 shares authorized, and 734,787 shares issued and
    outstanding at December 31, 1995 and 1994.

<PAGE>
13. SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION

    Non-cash investing and financing activities for the year
    ended December 31, 1995:

        Capital Expenditures                  $  51,425
        Cash Payments                           (28,425)
        Capital Expenditures Financed         $  23,000

    Non-cash investing and financing activities for the year
    ended December 31, 1994:

        Capital Expenditures                  $ 194,637
        Cash Payments                          (112,387)
        Capital Expenditures Financed         $  82,250

    During the year ended December 31, 1994, the Company
    foreclosed on mortgages receivable and recorded the property
    acquired as Real Estate Held for Sale.

        Real Estate Held for Sale             $ 332,477
        Mortgages Receivable                   (154,745)
        Net Expenses from Acquisition           (36,348)
        Gain from Mortgage Foreclosure        $ 141,384

    Interest paid during the years ended December 31, 1995 and
    1994 totalled $237,625 and $157,619, respectively.  Income
    taxes paid during the years ended December 31, 1995 and 1994
    totalled $12,984 and $57,985, respectively.

14. BUSINESS SEGMENTS

    The Company operates principally in the following industries:
    (a) manufacture and sale of metal electrical lighting
    products; (b) manufacture and repair of electric motors and
    similar equipment.  In addition, the Company is attempting to
    sell approximately 89 acres of land in Puerto Rico which is
    included on the balance sheet as Real Estate Held for Sale. 
    The Company has no intersegment sales.  

    Net sales to several customers in 1995 and 1994 each
    represented 10% or more of total net sales of each division. 
    Net sales to these customers were approximately as follows:

                                              1995        1994
    Electrical Lighting Products:
        Customer A                     $  288,000  $   284,000   
        Customer B                        686,000    1,512,000
        Customer C                        372,000      266,000   
                                       $1,346,000  $ 2,062,000  
<PAGE>
14. BUSINESS SEGMENTS (Continued)

    Manufacture and Repair of 
       Electric Motors:
        Customer A                     $      -0-  $   119,000   
        Customer B                        100,000          -0-
                                       $  100,000  $   119,000   

    Operating income is comprised of total revenues less
    operating expenses.  In computing operating income, the
    following items have been omitted:  general corporate
    expenses; interest expense; and income taxes.

    Identifiable assets by industry are those assets that are
    used in the Company's operation in each industry.  Corporate
    assets are principally cash, other receivables, and prepaid
    expenses.

                                Year Ended December 31, 1995
                                          Manufacture
                              Electrical  and Repair 
                               Lighting   of Electric 
                               Products     Motors       Total 
  
    REVENUES:
    Net Sales to Major 
      Customers             $1,346,000  $  100,000  $1,446,000
    Net Sales to Others        152,000     879,000   1,031,000
                            $1,498,000  $  979,000  $2,477,000

    Operating Income        $   49,000  $  141,000  $  190,000

    General Corporate Earnings                          70,000

    General Corporate Expenses                        (291,000)

    Sale of Land, Net of Cost and Expenses             113,000

    Income Taxes                                       (32,000)

    Interest Expense                                  (131,000)

       Net Loss                                     $  (81,000)
    
    Identifiable Assets at
    December 31, 1995       $  620,000  $ 738,000   $1,358,000

    Corporate Assets                                   841,000
                                                    $2,199,000

    Depreciation            $   30,000  $   27,000  $   57,000

    Capital Expenditures    $    7,000  $   44,000  $   51,000
<PAGE>
14. BUSINESS SEGMENTS (Continued)

                                                                  
                            Year Ended December 31, 1994
                                          Manufacture
                              Electrical  and Repair 
                               Lighting   of Electric 
                               Products     Motors       Total 

    REVENUES:
    Net Sales to Major 
      Customers              $2,062,000  $  119,000  $2,181,000
    Net Sales to others         331,000     991,000   1,322,000
                             $2,393,000  $1,110,000  $3,503,000

    Operating Income         $   56,000  $   85,000  $  141,000

    General corporate earnings                          191,000

    General corporate expenses                         (194,000)

    Sale of Land, Net of Cost
      and Expenses                                      (16,000)

    Income Taxes                                         (4,000)

    Interest Expense                                   (107,000)

    Net Income                                       $   11,000

    Identifiable assets at 
      December 31, 1994      $  909,000  $ 745,000   $1,654,000

    Corporate assets                                  1,020,000

                                                     $2,674,000

    Depreciation             $   30,000  $  28,000   $   58,000

    Capital expenditures     $   80,000  $ 115,000   $  195,000