U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                             FORM 10-QSB

   (Mark One)
   [X] Quarterly report pursuant Section 13 or 15(d) of the
   Securities Exchange Act of 1934

   For the quarterly period ended September 30, 1996

   [ ] Transition report pursuant Section 13 or 15(d) of the
   Exchange Act of 1934

   For the transition period from                  to

   Commission file number  0-26344

                         Golf Technology Holding, Inc.
            (Exact Name of Small Business Issuer as Specified in Its Charter)

                       Idaho                              59-3303066
   (State or Other Jurisdiction of                   (I.R.S. Employer ID #)
    Incorporation or Organization)

   13000 Sawgrass Village Circle, #30, Ponte Vedra Beach, Florida 32082
                  (Address of Principal Executive Offices)

                             904/273-8772
           (Issuer's Telephone Number, Including Area Code)

                                 N/A
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

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

                   Yes     X         No

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
             PROCEEDINGS DURING THE PRECEDING FIVE YEARS

   Check whether the registrant filed all documents and reports
   required to be filed by Section 12, 13 or 15(d) of the Exchange
   Act after the distribution of securities under a plan confirmed
   by a court.

                   Yes                No

                 APPLICABLE ONLY TO CORPORATE ISSUERS

   State the number of shares outstanding of each of the issuer's
   class of common equity, as of the latest practicable date:  $.001
   par value Common Stock - 4,049,408 as of November 10, 1996

   <PAGE>
                    GOLF TECHNOLOGY HOLDING, INC.

                                INDEX


                                                                Page
                                                              Number
                    PART I - FINANCIAL INFORMATION


   Item 1.   Financial Statements

               Balance Sheet as of September 30, 1996              3

               Statements of Operations for the three month
                  and nine month periods ended September 30,
                  1996 and 1995                                    4

               Statements of Cash Flows for the nine month
                  periods ended September 30, 1996 and 1995        5

               Notes to Financial Statements                       6

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

              PART II - OTHER INFORMATION AND SIGNATURES

   Item 3.   Defaults Upon Senior Securities                      14

   Item 6.   Exhibits and Reports on Form 8-K                     14

   Signatures                                                     15

   <PAGE>
                         PART I.  FINANCIAL INFORMATION

                                     ITEM 1

                           GOLF TECHNOLOGY HOLDING, INC.

                                   Balance Sheet




                                                         September 30,
            Assets                                           1996    
                                                          (Unaudited)
Current assets:
  Cash                                                    $   113,328
  Accounts receivable           
      Trade                                                 1,325,011
      Employees                                                26,972
                                                           ----------
                                                            1,351,983

  Inventories                                               1,279,752
  Other current assets                                        165,870
                                                           ----------
         Total current assets                               2,910,933
                                                           ----------
Property and equipment, at cost:
  Furniture and fixtures                                       61,286
  Machinery and equipment                                     941,772
  Leasehold improvements                                       45,814
  Vehicles                                                     79,811
                                                           ----------
                                                            1,128,683 
  Less accumulated depreciation                               173,713
                                                           ----------
                                                              954,970 

Notes receivable from related parties                          34,105
Certificates of deposits, restricted                          182,771
Deposits                                                      283,026 
Other assets                                                   87,443
                                                           ----------
         Total assets                                     $ 4,453,248
                                                           ==========

  Liabilities and Stockholders' Equity

Current liabilities:

  Notes payable                                               101,584
  Notes payable to related parties                            212,500 
  Accounts payable                                          1,080,813 
  Accrued liabilities                                         202,163 
                                                           ----------
         Total current liabilities                          1,597,060
                                                           ----------

Stockholders' equity:
  Preferred stock, Series A 9% Cumulative Convertible,
      $.001 par value per share; aggregate involuntary
      liquidation preference of $2,141,627 ($5.50 share),
      4,990,000 shares authorized, 389,600 shares issued
      and outstanding                                             390
  Preferred stock, Series B Convertible,
      $.001 par value per share; aggregate involuntary
      liquidation preference of $9,231,000 ($1,000.00 
      share), 10,000 shares authorized, 9,231 shares 
      issued and outstanding                                        9
  Common stock, $.001 par value, 25,000,000 shares
     authorized, 4,049,408 shares issued and outstanding        4,049
  Additional paid-in capital                                9,618,676
  Accumulated deficit                                      (6,766,936)
                                                           ----------
         Total stockholders' equity                         2,856,188
                                                           ----------


         Total liabilities and stockholders' equity       $ 4,453,248
                                                           ==========


See accompanying notes to financial statements.

   <PAGE>
   <TABLE>
                                     GOLF TECHNOLOGY HOLDING, INC.

                                       Statements of Operations
   <CAPTION>
                                              Three months ended       Nine months ended
                                                 September 30,           September 30,
                                              1996           1995     1996           1995 

<S>                                       <C>              <C>      <C>            <C>
Net Sales                                 $   767,158      196,376  $ 3,308,164    1,013,689 
Cost of sales                                 447,917      109,936    1,353,034      373,551
                                           ----------      -------   ----------    ---------
      Gross profit                            319,241       86,440    1,955,130      640,138 

Selling and marketing expenses              1,493,439      503,118    2,798,616    1,607,640
General and administrative expenses           644,903      310,873    1,616,265      796,705
Research and development costs                 21,980      171,474      204,949      438,054
                                           ----------      -------   ----------    ---------

      Operating income (loss)              (1,841,081)    (899,025)  (2,664,700)  (2,202,261)
                                           ----------      -------   ----------    ---------

Other income (expense):
   Interest income                             11,398        1,234       24,717        8,231
   Interest expense                                (2)          -       (26,940)        (691)
   Allowance for note receivable                  -       (378,034)         -       (378,034)
   Other, net                                  23,596        2,802       45,543        8,394
                                           ----------      -------   ----------    ---------
                                               34,992     (373,998)      43,320     (362,100)

      Net income (loss) before
         income taxes                      (1,806,089)  (1,273,023)  (2,621,380)  (2,564,361)

Income taxes                                    -              -          -            - 
                                           ----------      -------   ----------    ---------
      Net income (loss)                    (1,806,089)  (1,273,023) ($2,621,380) ($2,564,361)


Preferred stock cumulative 
    dividends                                 (43,710)     (26,408)    (130,882)     (26,408)
                                           ----------      -------   ----------    ---------

Net income (loss) for
   common stockholders                    $(1,849,799)  (1,299,431) $(2,752,262)  (2,590,769)
                                           ==========    =========   ==========    ==========

Net income (loss) per average
  outstanding common share:
   Primary:
      Net income (loss)                   $     (0.27)       (0.35)       (0.49)       (0.70)
                                           ==========    =========   ==========    ==========
      Weighted average shares 
         outstanding                        6,959,722    3,721,125    5,647,209     3,719,327
                                           ==========    =========   ==========    ==========
   Fully Diluted:
      Net income (loss)                   $     (0.27)       (0.35)       (0.49)        (0.70)
                                           ==========    =========   ==========    ==========
      Weighted average shares
         outstanding                        6,898,432    3,721,125    5,629,577     3,719,327
                                           ==========    =========   ==========    ==========

</TABLE>

See accompanying notes to financial statements.

<PAGE>
                GOLF TECHNOLOGY HOLDING, INC.

                 Statements of Cash Flows


                                                       Nine months ended
                                                         September 30,
                                                       1996          1995
                                                          (unaudited)

Cash flows from operating activities:
    Net loss                                     $  (2,621,380)   (2,564,361)
    Adjustments to reconcile net loss
      to net cash used in operating 
      activities:
          Depreciation and amortization                103,123        34,731 
          Allowance for note receivable                   -          378,034
          Changes in operating assets and
           liabilities:
            Accounts receivable - trade             (1,210,596)     (124,948)
            Accounts receivable - employees            (13,048)         (493)
            Inventories                             (1,116,133)     (107,074)
            Other current assets and other
		assets                                (104,995)      (79,766)
            Deposits                                  (114,055)     (239,449)
            Accounts payable and accrued
              liabilities                              205,747       691,247
                                                     ---------     ---------
                Net cash used in operating
                 activities                         (4,871,337)   (1,772,630)
                                                     ---------     ---------

Cash flows from investing activities:
    Investment in certificates of deposit,
      restricted                                      (135,388)         (875)
    Notes receivable from related parties               (7,235)     (128,119)
    Capital expenditures                              (719,133)     (243,838)
                                                     ---------     ---------
                Net cash used in investing 
                  activities                          (861,756)     (372,832)
                                                     ---------     ---------

Cash flows from financing activities:

    Notes payable                                     (135,916)      140,000  
    Net proceeds from issuance of preferred
       and common stock                              5,956,427     1,219,276  
    Collection of account receivable - 
       related party                                     -           137,638
                                                     ---------     ---------
                Net cash provided by 
                  financing activities               5,820,511     1,496,914
                                                     ---------     ---------
                Net increase (decrease) 
                  in cash                               87,418      (648,548)


    Cash balance, beginning of period                   25,910       658,754
                                                     ---------     ---------

    Cash balance, end of period                     $  113,328        10,206
                                                     =========     =========



See accompanying notes to financial statements.

   <PAGE>

                    GOLF TECHNOLOGY HOLDING, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Unaudited)


        1.   The Company.  Golf Technology Holding, Inc. (the
   "Company") designs, manufactures and markets Snake Eyes/R/ golf
   clubs.  Snake Eyes/r/ are tour-quality golf clubs marketed to the
   premium-priced segment of the golf equipment market.

        The predecessor to the Company's operating subsidiary, Golf-
   Tec Holding, Inc. ("Golf-Tec"), was formed as a Florida
   corporation in June 1993 under the name Golf-Tec, Inc. to
   manufacture and market a line of golf clubs to be developed by
   its sole stockholder and director.  Golf-Tec was formed as a
   Florida corporation in May 1994 to become the parent company of
   Golf-Tec Inc., which was merged into Golf-Tec in October 1994.

        During the first quarter of 1995, Golf-Tec was acquired by
   THO2 and Rare Metals Exploration, Inc., an Idaho corporation
   incorporated in September 1963 ("THO2"), pursuant to a voluntary
   share exchange effected between Golf-Tec's stockholders and THO2
   on a one-for-one share basis.  THO2 changed its name to Golf-
   Technology Holding, Inc. in connection with the share exchange.
   Subsequent to the acquisition, the former shareholders of Golf-
   Tec have the right to an ownership interest in 3,468,337 of
   4,049,408, or 86%, of the Company's outstanding shares of common
   stock.

        As of September 30, 1996, 2,343,334 of 3,468,337, or 68%, of
   Golf Tec's outstanding shares of common stock have been exchanged
   for 2,343,334 of 4,049,408, or 58%, of the Company's outstanding
   shares of common stock.  Management anticipates that the
   remaining 1,125,003, or 32%, of Golf-Tec's outstanding shares of
   common stock will be exchanged for shares in the Company.

        For accounting purposes, the acquisition has been treated as
   a recapitalization of Golf-Tec with Golf-Tec as the acquirer.
   THO2 had zero net tangible assets (no assets or liabilities) at
   the date of acquisition.  The historical financial statements
   prior to 1995 are those of Golf-Tec, except the number of shares
   outstanding have been retroactively restated to reflect the
   shares outstanding after the recapitalization.

        2.   Basis of Presentation.  The accompanying interim
   unaudited financial statements have been prepared pursuant to the
   rules and regulations of the Securities and Exchange Commission,
   and reflect all adjustments which, in the opinion of management,
   are necessary to properly state the results of operations and
   financial position.  Certain information and footnote disclosures
   normally included in financial statements prepared in accordance
   with generally accepted accounting principles have been condensed
   or omitted pursuant to such rules and regulations, although
   management believes that the disclosures are adequate to make the
   information presented not misleading.  The results of operations
   are not necessarily indicative of the results for the full year.
   These financial statements should be read in conjunction with the
   financial statements and notes thereto included in the Company's
   Form 10-KSB, as filed with the Securities and Exchange Commission
   on April 1, 1996.

        3.   Liquidity and Capital Resources.  The Company has
   financed its operations and investment in assets principally
   through the sale of equity securities.  The Company has incurred
   operating losses from its inception through September 30, 1996.

        The Company issued 6,000 shares of Common Stock and a
   promissory note in the amount of $55,000 to a director of the
   Company.  In October 1996, the company issued $650,000 of debt to
   an overseas investor. These cash infusions have contributed to
   the working capital of the Company; however concerns exist about
   the Company's liquidity and its ability to continue operations at
   current levels and expand its product lines.

        Although not certain, the Company believes that it has the
   ability to raise sufficient capital which, together with
   projected cash flow from operations, will be sufficient to meet
   the Company's working capital needs for at least the next two
   years.

        4.   Notes Receivable.  The Company has made advances to a
   shareholder of the Company of $34,105.  The advances do not bear
   interest and are due upon demand; however, the Company does not
   intend to demand repayment of the advances prior to December 31,
   1997.  Accordingly, the outstanding balance at September 30, 1996
   has been classified as long term.

        5.   Representation Agreements.  The Company has
   representation agreements with seventeen PGA Tour members.  The
   Company has agreed to pay certain incentives based upon
   performance under the agreements, including minimum annual
   compensation totaling $793,333, $243,750 and $15,000 for 1996,
   1997 and 1998, respectively; 2,500 shares of the Company's common
   capital stock for 1996; five year stock options for 10,000 shares
   of the Company's common capital stock; bonuses of $10,000 to
   $50,000 per win of an official PGA Tour event, the Masters, the
   U.S. Open or the British Open; bonuses up to $20,000 and $40,000
   based on a member's ranking on the PGA Tour Money List for 1996
   and 1997, respectively; and, bonuses up to $40,000 and $100,000
   based on a member's percentage of PGA Tour earnings for 1996 and
   1997, respectively.  The Company incurred expenses for
   representation agreements of $615,375 and $343,890 for the nine
   months ended September 30, 1996, and 1995 respectively.

        6.   Series B Preferred Stock.  On May 17, 1996, the Board
   of Directors of the Company, adopted a resolution which created a
   Series B Preferred Stock.  On May 20, 1996, 9,231 shares of its
   $1,000.00 face value Series B Preferred Stock were issued, at a
   discount of $3,081,000, for net proceeds, including brokers fees
   of $1,051,372, of approximately $5,098,628.

   The holder of each issued and outstanding share of Series B
   Preferred Stock shall be entitled to receive, when and as
   declared by the Board of Directors of the Company, out of the
   assets at the time legally available for such purpose, dividends
   at a rate of $32.50 per share per annum.  No dividends shall be
   declared and paid on the Series B Preferred Stock unless all
   accrued but unpaid dividends on the Company's existing class of
   Series A Preferred Stock have been declared and paid in cash.
   Such dividends are not cumulative.  If all shares of Series B
   Preferred Stock have not been converted into common stock by
   April 30, 1997, such dividends shall begin to accumulate on all
   shares of Series B Preferred Stock which remain outstanding at
   such time and are payable on April 30, 1997.

   Upon liquidation, dissolution or winding up of the Company,
   holders of the Series B Preferred Stock are entitled to receive
   liquidation distributions equivalent to $1,000.00 per share
   before any distribution to holders of Common Stock.  The
   liquidation preference of the Series B Preferred Stock shall be
   junior in right of payment to the liquidation preference of the
   Company's existing class of Series A Preferred Stock.

   The Series B Preferred Stock is convertible at any time
   commencing forty-five (45) days after the last day on which there
   is an original issuance of the Series B Preferred Stock.  The
   conversion price equals the lesser of the average closing bid
   price for the five days prior to conversion or $6.05.

   Each share of Series B Preferred Stock outstanding on December
   31, 1997 automatically shall be converted into Common Stock on
   such date at the conversion price then in effect.

        7.   Earnings per share.  Primary and fully diluted earnings
   per share for the nine months ended September 30, 1996 are based
   on weighted average common shares and share equivalents outstanding. 
   Common share equivalents include dilutive options and warrants, Series B
   preferred stock, and certain convertible debt.

   In computing fully diluted earnings per share, the conversion of
   the Series A preferred stock was not assumed as the effect would
   be anti-dilutive.

   The following table presents information necessary to calculate
   earnings per share for the three month period ended September 30,
   1996:

                                            Primary      Fully
                                                         Diluted

   Shares outstanding:
        Weighted average outstanding        4,043,475    4,043,475
        Share equivalents                   2,916,247    2,854,957
                                           ----------   ----------
        Adjusted outstanding                6,959,722    6,898,432

   Net income                              (1,806,089)  (1,806,089)

   Series A preferred stock
    cumulative dividends                      (43,710)     (43,710)
   Net income for common stockholders     $(1,849,799) $(1,849,799)
                                           ==========   ==========
   Net income per common share            $      (.27) $      (.27)


   For the three months ended September 30, 1995 and the three and
   nine months ended September 30, 1996 and 1995, the loss per
   share, assuming full dilution, are considered to be the same as
   primary since the effect of the common stock equivalents would be
   anti-dilutive.

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

        The following management's discussion and analysis of
   financial condition and results of operations addresses the
   performance of the Company for the three and nine month periods
   ended September 30, 1996 and 1995 (unaudited) and should be read
   in conjunction with the Company's Financial Statements (including
   the notes thereto) appearing elsewhere in this document.  As the
   Company's acquisition of Golf-Tec has been accounted for as a
   recapitalization, the discussion below refers to the operations
   of Golf-Tec and its subsidiary, Golf-Tec, Inc., prior to the
   share exchange as those of the Company on a consolidated basis.

   In June 1995, one of the Company's vendors, which polishes and
   chromes clubheads, had a work slowdown due to labor contract
   negotiations.  The same vendor had a work stoppage in July 1995.
   This happened at a time when the Company's sales orders were
   exceeding projections.  This situation resulted in the Company
   receiving only limited product shipments during the second half
   of 1995, with only slight increases during the first three months
   of 1996, and therefore, the Company was able to ship and invoice
   only a small number of orders during that period.  During the
   same period, the Company's sales orders continued to climb, and
   as of March 31, 1996, the Company had sales orders of
   approximately $3,089,381.  The Company has developed a
   relationship with two additional polishing and chroming vendors
   and is now receiving product from three vendors.  Product
   availability has improved, beginning April, 1996.

   The Snake Eyes/R/ Driver was introduced to the market in April,
   1996.  The demand of the Snake Eyes/R/ Driver exceeds the current
   production capacity.  At September 30, 1996, the Company had
   sales orders of approximately 6,500 Snake Eyes/R/ Drivers.  The
   Company is establishing a significant vendor relationship that
   will allow the Company to  improve the availability of Snake
   Eyes/R/ Drivers and reduce overhead cost.  This relationship should
   be fully implemented by December of 1996.

   The Company believes it will be able to be current in shipping
   and invoicing Snake Eyes/R/ Drivers by December, 1996.


   For the Nine Months Ended September 30, 1996

        The Company's net sales (unaudited) for the nine month
   period ending September 30, 1996 and 1995 were $3,308,164  and
   $1,013,700 respectively.  Management attributes the increase in
   sales for the nine months ended September 30, 1996 to the
   increase in product availability beginning in April, 1996.

        The Company's gross profit (and gross profit margin) for the
   nine months ended September 30, 1996 was $1,955,130 (59%)
   compared to $640,100 (63%) for the nine months ended September
   30, 1995.

        Operations resulted in net losses of $2,664,700 and
   $2,202,261 for the nine months ended September 30, 1996 and
   September 30, 1995, respectively.  The operating loss incurred
   during the nine months ended September 30, 1996 was primarily due
   to four factors:  tour player contract expenses, advertising
   expenses, increased staffing, and shortage of deliverable
   product.  Tour player contract expenses increased from $343,890
   for the nine months ended September 30, 1995 to $615,375 for the
   same period in 1996. Advertising expenses were $1,441,980 for the
   nine months ended September 30, 1996, up from $897,280 for the
   same period in 1995.  General and administrative expenses were
   $1,616,265 for the nine months ended September 30, 1996, up from
   $796,705 for the same period in 1995.  The majority of this
   increase was due to the adding of new employees in the
   administration departments to handle the increased order volume.
   Also, the general and administrative expenses of the Company's
   manufacturing plant, located in Michigan, are included as General
   and Administrative expenses beginning April, 1996.  Prior to this
   date, these costs were included in Research and Development, as
   the Snake Eyes/R/ Driver was still in the development stage.  The
   Company experienced a shortage of deliverable product due to a
   lack of deliveries from a primary vendor as noted in the previous
   discussion of revenues.  Although there was an increase in
   product flow and availability beginning January, 1996, the level
   of product flow was not adequate to meet shipping requirements
   until April, 1996.

        Other expenses reported for the nine months ended September
   30, 1995 include a bad debt write off of $378,000 for an
   uncollectible note receivable and advances to a former employee.
   These funds were loaned to Donald R. Cook, to keep his company in
   business while it helped to develop the Snake Eyes/R/ Driver
   product.  The Company expected to eventually purchase the assets
   of Mr. Cook's company, Sunshine Sports, Inc., but was unable to
   do so due to unreported  liabilities and various liens on said
   assets.

   For the Three Months Ended September 30, 1996

        The Company's net sales (unaudited) for the three month
   period ending September 30, 1996 and 1995 were $767,160 and
   $196,380, respectively.  Management attributes the increase in
   sales for the three months ended September 30, 1996 to the
   increase in product availability beginning in April, 1996.

        The Company's gross profit (and gross profit margin) for the
   three months ended September 30, 1996 was $319,240 (42%) compared
   to $86,440 (44%) for the three months ended September 30, 1995.

        Operations resulted in net losses of $1,841,100  and
   $899,030 for the three months ended September 30, 1996 and
   September 30, 1995, respectively.  The net loss for the three
   months ended September 30, 1995 is attributable primarily to the
   beginning of a national advertising campaign which included
   monthly major magazine advertising as well as weekly television
   advertising on ESPN.

        The net loss realized during the three months ended
   September 30, 1996 was primarily affected by major advertising
   and marketing expenses without adequate deliverable product.
   Advertising expenses were $717,300 for the three months ended
   September 30, 1996, up from $154,830 for the same period in 1995.

        Other expenses reported for the three months ended September
   30, 1995 include a bad debt write off of $378,000 for an
   uncollectible note receivable and advances to a former employee.
   These funds were loaned to Donald R. Cook, to keep his company in
   business while it helped to develop the Snake Eyes/R/ Driver
   product.  The Company expected to eventually purchase the assets
   of Mr. Cook's company, Sunshine Sports, Inc., but was unable to
   do so due to unreported  liabilities and various liens on said
   assets.

   Liquidity and Capital Resources

        The Company has financed its operations and investment in
   assets principally through the sale of equity securities.  The
   Company has incurred operating losses from its inception through
   September 30, 1996.

        The Company issued 6,000 shares of Common Stock and issued a
   promissory note in the amount of $55,000 to a director of the
   Company.  In October 1996, the company issued $650,000 of debt to
   an overseas investor.  These cash infusions have contributed to
   the working capital of the Company; however concerns exist about
   the Company's liquidity and its ability to continue operations at
   current levels and expand its product lines.

        Although not certain, the Company believes that it has the
   ability to raise sufficient capital which, together with
   projected cash flow from operations, will be sufficient to meet
   the Company's working capital needs for at least the next two
   years.

              PART II.  OTHER INFORMATION AND SIGNATURES

   Item 3.Defaults Upon Senior Securities

        The Company has Series A Cumulative Preferred Stock
   dividends in arrears of $194,107 as of September 30, 1996.  To
   date, the Company has not paid dividends.  The arrearage for
   Series A Cumulative Preferred Stock dividends is $213,801 as of
   November 10, 1996.


   Item 6.Exhibits and Reports on Form 8-K

   A.   Exhibits:

        11.  Computation of Earnings Per Share

        27.  Financial Data Schedule

   B.   Reports on Form 8-K:

        None.

   <PAGE>


                                   SIGNATURES


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


                                      GOLF TECHNOLOGY HOLDING, INC.



   DATE:  November 10, 1996                By:/s/ Harold E. Hutchins
                                                  Harold E. Hutchins
                                                  Vice President, Chief
                                                  Operating Officer and
                                                  Chief Financial Officer


                     PART III.  INDEX TO EXHIBITS


        Exhibit 11     Computation of Earnings Per Share

        Exhibit 27     Financial Data Schedule