UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                       
                                  Form 10-QSB


(Mark One)

  X       Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the period ended June 30, 1998.
                                      OR
          Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934Commission File Number: 0-25678


                            MUSTANG SOFTWARE, INC.
            (Exact name of registrant as specified in its charter)
                                       
                                  California
                           (State of incorporation)
                                       
                                  77-0204718
                               (I.R.S.  employer
                            identification number)
                                       
                              6200 Lake Ming Road
                         Bakersfield, California 93306
                   (Address of principal executive offices)
                                       
                                (805) 873-2500
             (Registrant's telephone number, including area code)
                                       
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days:

               Yes      X                    No

     As of August 7, 1998, there were 3,452,365 shares of the Registrant's 
Common Stock outstanding.

===============================================================================

<PAGE> 2

                                       

                          MUSTANG SOFTWARE, INC.
                                       
                                  FORM 10-QSB
                                       
                                     INDEX


                                                                        Page

PART I.   Financial Information:

Balance Sheets as of June 30, 1998 and December 31, 1997		   3

Statements of Operations for the three and six months 
ended June 30, 1998 and 1997 		                                   4

Statements of Cash Flows for the six months ended 
June 30, 1998 and 1997 		                                           5

Notes to Financial Statements		                                   6

Management's Discussion and Analysis of Financial Condition 
and Results of Operations		                                   7

PART II.   Other Information:

Item 2. Changes in Securities and Use of Proceeds	        	   9

Item 4. Submission of Matters to a Vote of Security Holders		  11

Item 5. Other Information.		                                  11

Item 6. Exhibits and Reports on Form 8-K		                  12

Signatures		                                                  13


============================================================================
<PAGE> 3
<TABLE>



                            MUSTANG SOFTWARE, INC.
                                BALANCE SHEETS
                                       
                                    ASSETS
       
<CAPTION>
                                                       June 30,  December 31
                                                          1998       1997
                                                       (Unaudited)             
<S>
CURRENT ASSETS:                                         <C>        <C>               
  Cash and cash equivalents                              $ 697,319  $ 1,403,776
                                                              
Accounts receivable, net of allowance for doubtful         135,349        6,378
accounts of $160,000 December 31, 1997 and                                      
June 30,1998

Income taxes receivable                                         --       97,004
Inventories                                                 31,188       99,915
Other                                                       82,539       28,215
-------------------------------------------------------------------------------
        Total current assets                               946,395    1,635,288
-------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT:                                                        
  Property and equipment                                 1,251,062    1,238,713
  Accumulated depreciation                                (596,261)    (527,279)
-------------------------------------------------------------------------------  
                                                         
        Net property and equipment                         654,801      711,434
-------------------------------------------------------------------------------
OTHER ASSETS:                                                                  
  
  Capitalized software development costs, net                3,381        4,083
  Other                                                        100           --
-------------------------------------------------------------------------------
        Total other assets                                   3,481        4,083
-------------------------------------------------------------------------------
                                                                               
                                                        $1,604,677   $2,350,805
===============================================================================
                                                                   
                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:                                                           
  Accounts payable                                         $158,190    $242,451
  Accrued payroll and liabilities                           167,080     217,318
  Income taxes payable                                       99,776          --
  Accrued warranty and support                               45,000      45,000
  Deferred revenue                                           80,000      80,000
-------------------------------------------------------------------------------
       Total current liabilities                            550,046     584,769
-------------------------------------------------------------------------------
CAPITAL LEASE OBLIGATION, net of current portion            235,734     269,005
-------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES                                                  
SHAREHOLDERS' EQUITY:                                                          
  Preferred stock, no par value:                                               
     Authorized--10,000,000 shares                                              
       None issued or outstanding                               --           --
  Common stock, no par value:                                                  
     Authorized--30,000,000 shares                                             
       Issued and outstanding--3,417,961 and 3,451,365    6,708,948   6,640,045
       shares at December 31,1997 and June 30, 1998,
       respectively                                              
     Retained earnings                                   (5,890,051) (5,143,014)
-------------------------------------------------------------------------------
       Total shareholders' equity                           818,897   1,497,031
-------------------------------------------------------------------------------
                                            
                                                         $1,604,677  $2,350,805
===============================================================================
 The accompanying notes are an integral part of these financial statements.
                                                                          
</TABLE>                                                         
===============================================================================
<PAGE>4                                                                         
<TABLE>  
                            MUSTANG SOFTWARE, INC.

                           STATEMENTS OF OPERATIONS

<CAPTION>

                                  Three Months Ended June 30,     Six Months Ended June 30,
                                         1998            1997          1998            1997
<S>                              <C>              <C>            <C>              <C>

REVENUE                           $    404,158     $   458,129    $   802,638      $ 1,258,050
COSTS OF REVENUE                        33,439          92,498         99,848          214,864
----------------------------------------------------------------------------------------------
                                                                                             
Gross profit                           370,719         365,631        702,790        1,043,186
----------------------------------------------------------------------------------------------
                                     
OPERATING EXPENSES:                                                
  Research and development             147,524         170,902        301,577          342,109
  Selling and marketing                223,075         205,953        470,093          534,393
  General and administrative           306,713         363,057        687,523          784,920
----------------------------------------------------------------------------------------------
                                                                   
   Total operating expenses            677,312         739,912      1,459,193        1,661,422
----------------------------------------------------------------------------------------------
                                                                                              
  Income(loss)from operations         (306,593)       (374,281)      (756,403)        (618,236)
----------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):                                            
  Interest expense                      (7,766)         (9,341)       (15,941)         (19,051)
  Interest income                       11,674          27,068         26,107           63,721
  Gaine/Loss on sale of asset               --              --             --               --
----------------------------------------------------------------------------------------------
   Total other income (exp).             3,908          17,727         10,166           44,670
----------------------------------------------------------------------------------------------
                                                                   
Income (loss) before                                               
  provision for income taxes          (302,685)       (356,554)      (746,237)        (573,566)
                                                                    
PROVISION (BENEFIT)                                                
  FOR INCOME TAXES                         800             800            800              800
----------------------------------------------------------------------------------------------
                                                                   
NET INCOME (LOSS)                 $   (303,485)    $  (357,354)   $  (747,037)        (574,366)
==============================================================================================
NET INCOME (LOSS)                                                         
  PER COMMON SHARE                $       (.09)    $      (.11)   $      (.22)     $      (.17)
==============================================================================================
                                                                           
WEIGHTED AVERAGE NUMBER                                                       
  OF SHARES OUTSTANDING              3,451,365       3,383,694      3,434,663        3,379,330
==============================================================================================

  The accompanying notes are an integral part of these financial statements.
                            
                                       
</TABLE>
===============================================================================
<PAGE>5
<TABLE>
                            MUSTANG SOFTWARE, INC.
                                       
                           STATEMENTS OF CASH FLOWS


<CAPTION>

                                                   Six Months Ended June 30,
                                                         1998         1997

<S>                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:      
   Net income(loss)                                $  (747,037)   $   (574,366)
   Adjustments to reconcile net income to net 
   cash provided by operating activities:                                      
     Depreciation and amortization                      69,684          75,342
     Net changes in assets and liabilities             (52,387)       (355,242)
-------------------------------------------------------------------------------
                                                                               
     Net  cash  provided  (used)  by  operating                            
     activities                                       (729,740)       (854,266)
-------------------------------------------------------------------------------
                                                                               
CASH FLOWS FROM INVESTING ACTIVITES:                                           
  Purchase of property and equipment                   (12,349)             --
-------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:                                          
  Net proceeds from issuance of stock                   68,903           5,564
  Payments on capital lease obligation                 (33,271)        (30,161)
-------------------------------------------------------------------------------
         Net  Cash  provided  (used)  by  
         financing activities                           35,632         (24,597)
-------------------------------------------------------------------------------
                                                                               
NET INCREASE (DECREASE) IN CASH                       (706,457)       (878,863)
                                                                               
CASH BALANCE, beginning of period                    1,403,776       2,920,231
-------------------------------------------------------------------------------
                                                                         
CASH BALANCE, end of period                        $   697,319    $  2,041,368
=============================================================================== 

SUPPLEMENTAL DISCLOSURES:                                                      
  Interest paid                                         15,941          19,051
  Taxes paid                                               800             800
                                                                             
  
  The accompanying notes are an integral part of these financial statements.

</TABLE>
===============================================================================
<PAGE>6

                             MUSTANG SOFTWARE, INC.
                                       
                          NOTES TO FINANCIAL STATEMENTS

Note 1. Accounting Policies

      The accompanying unaudited Condensed Financial Statements have been 
prepared pursuant to the rules and regulations of the Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included in 
annual financial statements prepared in accordance with generally accepted 
accounting principles have either been condensed or omitted pursuant to those 
rules and regulations.  In the opinion of management, all adjustments 
(consisting of normal recurring accruals) considered necessary for a fair 
presentation have been included.  The results of operations and cash flows for 
the periods presented are not necessarily indicative of the results that may 
be expected for the full fiscal year.  For further information, refer to the 
financial statements and notes thereto for the year ended December 31, 1997, 
included in the 1997 Form 10KSB.

      The condensed Balance Sheet at December 31, 1997 has been taken from 
the audited financial statements at that date and condensed.

===============================================================================
<PAGE>7
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      In addition to the comments that follow, further information can be 
obtained by referring to the management's discussion and analysis of financial 
condition and results of operations section included in the Form 10KSB, filed 
for the year ended December 31, 1997.


Results of Operations:

Three Months Ended June 30, 1998 and 1997

      Revenues for the three months ended June 30, 1998 were $404,158 a 
decrease of $53,971 or 11.8% over revenues for the same period in 1997.  As a 
percentage of revenues by product category for the second quarter 1998 vs. 
1997 showed the Web Essentials line at 63% and 1%, the QmodemPro line at 7% 
and 9%, the Wildcat! line at 24% and 86%, and other products at 6% and 4%, 
respectively. The increase in sales of the Web Essentials line was due to 
increased acceptance of the Web Essentials products and the increase in 
products from 1 in 1997 to 3 in 1998.

      Gross profit for the quarter increased from $365,631 in 1997 to $370,719
in 1998, and increased as a percentage of revenues from 79.8% in 1997 to 91.7%
in 1998.  Gross profit percentage has averaged approximately 80 to 84% over 
the last three calendar years.  The increase in gross profit percentage is due
mainly to the increase in average selling price of the Company's products and 
maintaining the average cost per unit sold.

      Research and development expenses decreased $23,378 in the second 
quarter of 1998 from 1997, and decreased as a percentage of revenues from 
37.3% in 1997 to 36.5% in 1998. Research and development is concentrated in 
Windows NT and Windows 95 and directly targets the expanded use of 
international networks, including the Internet. The Company has devoted and 
is devoting a substantial portion of its research and development resources 
to the Windows 95 and Windows NT environments and now offers a suite of Web 
server and internet/intranet utility applications for Windows 95 and Windows 
NT environments.  The headcount in this department decreased from 10 at 
June 30, 1997 to 8 at June 30, 1998. The headcount reduction accounts for the 
majority of the decrease.

      Selling and marketing expenses for the quarter were $223,075, an 
increase of $17,122 over the same quarter the previous year, and they increased
as a percentage of revenues from 45.0% in 1997 to 55.2% in 1998. The items 
primarily accounting for the increase were the advertising and promotional 
costs for the new Web Essentials line of products and an increase in the 
number of trade shows attended in 1998 as compared to 1997. 

      General and administrative expenses decreased for the 1998 quarter 
compared to the previous year, from $363,057 in 1997 to $306,713 in 1998, 
and decreased as a percentage of revenues, from 79.2% in 1997 to 75.9% in 
1998. The items primarily accounting for the decrease were salaries and costs 
associated with employee benefits.  The General and administrative headcount 
decreased 11% from the prior year.


=============================================================================== 
<PAGE>8

Six Months Ended June 30, 1997 and 1996

      Revenues for the six months ended June 30, 1998 were $802,638, a decrease
of $455,412 or 36.2% over revenues for the same period in the prior year.  As 
a percentage of revenues by product category showed the Web Essentials line at
48% and 0%, the QmodemPro line at 8% and 13%, the Wildcat! line at 39% and 
84%, and other at 5% and 3% for the first six months of 1998 and 1997, 
respectively. The increase in sales of the Web Essentials line was due to 
increased acceptance of the Web Essentials products and the increase in 
products from 1 in 1997 to 3 in 1998.

      Gross profit for the first six months decreased from $1,043,186 in 1997 
to $702,790 in 1998, but increased as a percentage of revenues from 82.9% in 
1997 to 87.6% in 1998. Gross profit percentage has averaged approximately 80 
to 84% over the last three calendar years.  The increase in Gross Profit 
percentage from 1997 to 1998 is due mainly to the increase in sales of the 
Web Essentials line.  The Web Essentials line of products has higher average 
selling prices and gross profit percentages than the Company's previous lines 
of products.

      Research and development expenses decreased $40,532 in the first six 
months of 1998 from 1997, but increased as a percentage of revenues from 
27.2% in 1997 to 37.6% in 1998. To maintain its competitive market position, 
the Company expects to invest a significant amount of its resources for the 
development of new products and product enhancements. 

      Selling and marketing expenses for the first six months of 1998 
decreased $64,300 over the same period the previous year, from $534,393 to 
$470,093. As a percentage of revenues selling and marketing expenses increased 
from 42.5% in 1997 to 58.6% in 1998.  The items primarily accounting for the 
increase was the advertising and promotional costs for the new Web Essentials 
line of products and an increase in the number of trade shows attended in 
1998 as compared to 1997. 

      General and administrative expenses decreased $97,397 in the first six 
months of 1998 from $784,920 in 1997 to $687,523 in 1998, but as a percentage 
of revenues increased from 62.4% in 1997 to 85.7% in 1998. The items primarily
accounting for the decrease in actual dollars spent were due to reduction in 
salaries and costs associated with employee benefits.  


===============================================================================
<PAGE>9

Liquidity and Capital Resources

      Cash and cash equivalents balance at June 30, 1998 were 
approximately $697,000, a decrease of approximately $706,000 from December 31,
1997. Accounts receivable increased approximately $129,000 and Accounts 
Payable decreased approximately $84,000 in 1998. Accounts receivable average 
days to collect for the quarter ended June 30, 1997 and 1998 were 64 and 48 
days, respectively.  Average days to collect in 1997 were 64 days.  
Management's goal is to maintain receivable collection days at or below 50 
for 1998.  Inventory levels have decreased approximately $69,000 in 1998 from 
December 31, 1997.  As well as accrued liabilities have decreased 
approximately $50,000.

      Longer term cash requirements, other than normal operating expenses, 
are anticipated for development of new software products and enhancements of 
existing products, launching new products and enhancements, financing 
anticipated growth and the possible acquisition of businesses, software 
products or technologies complementary to the Company's business. 

      The Company intends to meet its long-term liquidity needs through 
available cash and cash flow as well as through financing from outside sources.
The Company is actively seeking to raise additional capital and has made 
arrangements to raise funds through a private placement of securities that 
will not be registered under the Securities Act of 1933 and may not be 
offered or sold in the United States absent registration or an applicable 
exemption from registration requirements. However, there can be no assurance 
that the Company will be successful in completing the private placement or 
otherwise raising additional capital. Further, there can be no assurance, 
assuming the Company successfully raises additional funds, that the Company 
will achieve profitability or positive cash flows. If the Company is not 
successful in raising additional funds, it appears it will be forced to 
further curtail the scope of its operations. 

===============================================================================
<PAGE>10
<TABLE>
<CAPTION>

Part II. Other Information

Item 2. Changes in Securities and Use of Proceeds

(d)
     (1) The effective date of the Securities Act registration statement for
     which this use of proceeds information is being disclosed and the
     Commission file number assigned to the registration statement is
     April 5, 1995 and 2-89900-LA, respectively.

     (2) The offering date was April 5, 1995.

     (3) The offering did not terminate before any securities were sold.

          (i)   The offering has terminated but not before the sale of all
                securities registered.

          (ii)  The name(s) of the managing underwriter(s) is Cruttenden Roth,
                Incorporated.

          (iii) The title of each class of securities registered is Common
                Stock, no par value and Warrants to purchase Common Stock.

          (iv)  For each class of securities the following table provides
                information for the account of the registrant and the selling 
                security holders with respect to the amount of the securities 
                registered, the aggregate price of the offering amount 
                registered, the amount sold and the aggregate offering
                price of the amount sold to date:
                
        For the account of the registrant      For the account(s)of any
                                              selling security holder(s)
                    
<S>              
  Title      Amount     Aggregate     Amount    Aggregate     Amount     Aggregate    Amount    Aggregate
   of      registered   price of       sold      offering   registered    price of     Sold      offering   
Security                offering                 price of                 offering               price of
                        amount                   amount                   amount                 amount
                        registered               sold                     registered             sold
                   
<C>       <C>          <C>          <C>        <C>          <C>          <C>         <C>       <C> 
 Common    1,250,000    $8,125,000   1,250,000  $8,125,000   187,500      $1,109,063  187,500   $1,109,063
 Stock            
                                         
 Warrants    125,000           125     125,000        $125                              
------------------------------------------------------------------------------------------------------------
                                                                         
                                                                         
 Total     1,375,000    $8,125,125   1,375,000  $8,125,125   187,500      $1,109,063  187,500   $1,109,063
============================================================================================================
                  
          (v)  From April 5, 1995 (the effective date of the Securities Act
               registration statement) to June 30, 1998 the following table 
               provides information as to the amount of expenses incurred for 
               the registrant's account in connection with the issuance and 
               distribution of the securities registered for underwriting 
               discounts and commissions, finders' fees, expenses paid to or
               for underwriters, other expenses and total expenses were as 
               follows:

</TABLE>
==============================================================================
<PAGE>11
<TABLE>
<CAPTION>
                      Direct or indirect     Direct or indirect
                      payments to directors  payment to others
                      officers, general      
                      partners of the        
                      registrant or their    
                      associated; to         
                      persons owning ten     
                      percent or more of     
                      any class of equity             
                      securities of the
                      registrant; and to
                      affiliates of the
                      registrant.
                      
                               (A)                       (B)

<S>                  <C>                    <C>
(01)Underwriting                             
discounts     and     [ ]$                   [ ]$       731,250
commissions
                                             
(02)Finder's Fees     [ ]                    [ ]
                                             
(03)Expenses paid to                         
or for underwriters   [ ]                    [ ]        243,750
                                             
(04)Other expenses    [ ]                    [ ]        565,315
                                             
(05)Total Expenses    [ ]                    [ ]$     1,540,315

          (vi) The net offering proceeds to the registrant after deducting the
total expenses described in paragraph (f)(4)(v) of this Item was $6,584,810.

</TABLE>
==============================================================================
<PAGE>12
<TABLE>
<CAPTION>


          (vii) From April 5, 1995 (the effective date of the Securities Act
registration statement) to June 30, 1998 the following table provides
information with respect to the amount of net offering proceeds to the
registrant used for construction of plant, building and facilities; purchase 
and installation of machinery and equipment; purchases of real estate; 
acquisition of other business(es); repayment of indebtedness;
working capital; temporary investments; and any other purposes for which at
least five (5) percent of the registrant's total offering proceeds or $100,000
(whichever is less) has been used:



                          Direct or indirect         Direct or indirect
                          payments to directors      payment to others
                          officers, general          
                          partners of the            
                          registrant or their        
                          associated; to persons     
                          owning ten percent or      
                          more of any class of                
                          equity securities of the
                          registrant; and to
                          affiliates of the
                          registrant.

                                     (A)                        (B)

<S>                      <C>                        <C>
(01)Construction of                                  
plant, building and       [ ]$                       [ ]$
facilities
                                                     
(02)Purchase and                                     
installation of           [ ]                        [ ]
machinery and equipment
                                                     
(03)Purchase of real      [ ]                        [ ]
estate
                                                     
(04)Acquisition of other                             
business(es)              [ ]                        [ ]
                                                     
(05)Repayment of                                     
indebtedness              [ ]                        [ ]
                                                     
(06)Working capital       [ ]      41,000            [ ]  767,850
                                                     

 Temporary investment (specify)
(07)                      [ ]$                       [ ]$
(08)                      [ ]                        [ ]
(09)                      [ ]                        [ ]
(10)                      [ ]                        [ ]

Other purposes (specify)
                                                     
(11)Advertising           [ ]$                       [ ]$  873,787
                                                     
                                                     
(12)Marketing & Trade     [ ]                        [ ] 3,086,062
                                                     
                                                     
(13)Research &            [ ]                        [ ] 1,854,346
Development                                          
                                                     
(14)                      [ ]                        [ ]


(viii) The use of proceeds disclosed in paragraph (d)(3)(vii) of this Item  did
not  represent  a  material  change in the use of  proceeds  described  in  the
prospectus.

</TABLE>

Item 4. Submission of Matters to a Vote of Security Holders

      On June 8, 1998, registrant held its annual meeting of shareholders. 
      Each of thefollowing directors was elected by vote indicated after his 
      name:


      NAME                  FOR            WITHHELD
 	
      James A. Harrer      3,046,765        11,100

      C. Scott Hunter      2,565,220       462,645

      Stanley A. Hirschman 3,045,765        12,100

      Michael S. Noling    3,046,765        11,100

      Donald M. Leonard    3,045,765        12,100



To approve amendments to the Company's 1994 Incentive and Nonstatutory Stock 
Option Plan to increase the total number of shares of Common Stock that can 
be optioned and sold under the Stock Option Plan to 850,000 shares. The 
following were the number of votes cast for, against or withheld, as well as 
the number of abstentions and broker non-votes, as to such matter


         FOR        AGAINST        ABSTAIN      BROKER NON-VOTES
      1,676,369      96,046         14,340         1,271,110



To approve an amendment to the Company's Employee Stock Purchase Plan to 
increase by 50,000 shares the number of shares of Common Stock that may be 
sold under the Employee Stock Purchase Plan. The following were the number of 
votes cast for, against or withheld, as well as the number of abstentions and 
broker non-votes, as to such matter


         FOR        AGAINST        ABSTAIN      BROKER NON-VOTES
      1,771,698      82,374         13,235         1,190,558



To ratify the appointment of Arthur Andersen LLP as the Company's independent 
accountants for the year ending December 31, 1998. The following were the 
number of votes cast for, against or withheld, as well as the number of 
abstentions and broker non-votes, as to such matter

          
         FOR        AGAINST        ABSTAIN
      3,044,785      7,065           6,015


Item 5.  Other Information

Stockholders are hereby notified that if they wish to submit a proposal for 
consideration at the Company's 1999 annual meeting of stockholders, but do 
not wish to submit the proposal for inclusion in the Company's proxy statement 
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, they must 
deliver a written copy of their proposal no later than April 2, 1999. 
Proposals should be delivered to the Company's principal executive offices, 
at 6200 Lake Ming Road, Bakersfield, California 93306 to the attention of 
Mr. James A. Harrer, President. To avoid controversy and establish timely 
receipt by the Company, it is suggested that stockholders send their proposals 
by certified mail return receipt requested.

Item 6.	Exhibits and Reports on Form 8-K

(a) Form 8-K. The Company filed one report on Form 8-K during the quarter ended
    June 30, 1998. The report, dated June 1, 1998, reported information under
    Item 5.

(b) Exhibits. The following exhibit is filed as a part of this Report.

	Ex. 11 Computation of Earnings Per Share
	Ex. 27 Financial Data Schedule.


===============================================================================
<PAGE>13






                                SIGNATURES

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

         Signature                Title                           Date


____________________
James  A. Harrer         President  and Chief Executive        August 12, 1998
                         Officer (Principal Executive
                         Officer) and a Director              

____________________
Donald M. Leonard        Vice  President and  Chief            August 12, 1998
                         Financial Officer (Principal Financial
                         and  Accounting  Officer) 
                         and a Director