<PAGE> 1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                           _________________________

                                   FORM 10-Q

(Mark One)

/ X /    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         ACT OF 1934

         For quarter period ended December 31, 1997,

                                      OR

/  /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from __________________ to _______________.

                        Commission file number 0-25886

                         GARDEN FRESH RESTAURANT CORP.

            (Exact name of registrant as specified in its charter)

Delaware                                                    33-0028786
(State or other jurisdiction of incorporation               (I.R.S. Employee
or organization)                                            Identification No.)

               17180 Bernardo Center Drive, San Diego, CA 92128
              (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:  (619) 675-1600


              Former name, former address and former fiscal year.
                         If changed since last report.

              Indicate by a 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

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

              Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.  Yes     No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of Common Stock, $.01 par value, outstanding as of January
8, 1998, was 4,289,621. There are no other classes of common stock.

<PAGE> 2
                         GARDEN FRESH RESTAURANT CORP.
                                   FORM 10-Q

                                     INDEX

                                                                           PAGE
PART I:    FINANCIAL INFORMATION

           Item 1:   Unaudited Condensed Financial Statements

                     Condensed Balance Sheet at September 30, 1997 and
                     December 31, 1997                                        3

                     Condensed Statement of Income for the three months
                     ended December 31, 1996 and December 31, 1997            4

                     Condensed Statement of Cash Flows for the three months
                     ended December 31, 1996 and December 31, 1997            5

                     Notes to Unaudited Condensed Financial Statements        6

           Item 2:   Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                      7


PART II:   OTHER INFORMATION

           Item 1:   Legal Proceedings                                       11
           Item 2:   Changes in Securities                                   11
           Item 3:   Defaults Upon Senior Securities                         11
           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                        11

<PAGE> 3


GARDEN FRESH RESTAURANT CORP.
CONDENSED BALANCE SHEET
(Dollars in thousands)

                                       September 30, 1997     December 31, 1997
                                                              (Unaudited)
ASSETS

  Cash                                      $       2,345         $         355

  Inventories                                       2,886                 3,112

  Other current assets                                550                 1,008

  Deferred income taxes                               322                   198
                                               ----------            ----------

  Total current assets                              6,103                 4,673
     	
Property and equipment, net                        54,257                58,127

Intangible and other assets                         1,472                 1,661

Deferred income taxes                                 577                   416
                                               ----------            ----------

Total assets                                $      62,409         $      64,877
                                               ==========            ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

   Accounts payable                         $       5,012         $       3,349

   Current portion of long-term debt                4,456                 4,451

   Accrued liabilities                              4,411                 5,421
                                               ----------            ----------

       Total current liabilities                   13,879                13,221

Accrued rent                                        1,397                 1,376

Long term debt, net of current portion             12,965                15,317

Shareholders' equity:

   Common stock, $.01 par value; 12,000,000
   shares authorized at September 30, 1997
   and December 31, 1997; 4,264,579 and
   4,289,621 issued and outstanding at
   September 30, 1997 and December 31, 1997,
   respectively                                        43                    43

   Paid in capital                                 38,794                39,003

     Accumulated deficit                           (4,669)               (4,083)
                                               ----------            ----------

        Total shareholders' equity                 34,168                34,963
                                               ----------            ----------

Total liabilities and shareholders' equity  $      62,409         $      64,877
                                               ==========            ==========


See notes to unaudited condensed financial statements.

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GARDEN FRESH RESTAURANT CORP.
CONDENSED STATEMENT OF INCOME
(In thousands, except per share amounts)
(Unaudited)



                                                Three Months Ended
                                         December 31,         December 31,
                                                 1996                 1997


NET SALES                                $     19,277         $     23,903
                                          -----------          -----------
COST AND EXPENSES:

Cost of sales                                   5,121                6,281

Restaurant operating expenses:

   Labor                                        5,736                7,187

   Occupancy and other                          4,712                5,782

General and administrative expenses             1,314                1,582

Depreciation and amortization                   1,444                1,684
                                          -----------          -----------

Total costs and expenses                       18,327               22,516
                                          -----------          -----------

OPERATING INCOME                                  950                1,387

Interest expense, net                            (304)                (419)

Other expense, net                                (16)                 (16)

INCOME BEFORE INCOME TAXES                        630                  952

Provision for income taxes                        255                  366
                                          -----------          -----------

NET INCOME                               $        375         $        586
                                          ===========          ===========

Basic net income per share               $        .09         $        .14
                                          ===========          ===========
Shares used in computing
basic net income per share                      4,140                4,277
                                          ===========          ===========

Diluted net income per share             $        .09         $        .13
                                          ===========          ===========

Shares used in computing
diluted net income per share                    4,288                4,591
                                          ===========          ===========

See notes to unaudited condensed financial statements.

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GARDEN FRESH RESTAURANT CORP.
CONDENSED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

                                                      Three Months Ended
                                                December 31,      December 31,
                                                       1996              1997
OPERATING ACTIVITIES:

Net income                                      $       375       $       586
                                                   --------          --------
Adjustments to reconcile net income
to net cash provided by operating activities:

     Depreciation and amortization                    1,444             1,684

     Loss on disposal of property                        16                16

     Deferred income taxes                               69               285

     Changes in operating assets and liabilities:

       Increase in inventories                         (115)             (226)

       Increase in other assets                        (779)             (457)

       Increase (decrease) in accounts payable           92            (1,663)

       Increase (decrease) in accrued liabilities      (376)            1,010

       Decrease in accrued rent                         (21)              (21)
                                                   --------          --------

Net cash provided by operating activities       $       705       $     1,214
                                                   ========          ========

INVESTING ACTIVITIES:

Acquisition of property and equipment:

     New restaurants                                 (4,453)           (4,986)

     Existing restaurant additions                     (296)             (262)

Increase in intangible and other assets                (376)             (512)
                                                   --------          --------

Net cash used in investing activities                (5,125)           (5,760)
                                                   --------          --------

FINANCING ACTIVITIES:

Proceeds from long term debt                          6,308             3,871

Repayment of long term debt                          (1,216)           (1,524)

Net proceeds from issuance of common stock              216               209
                                                   --------          --------

Net cash provided by financing activities             5,308             2,556
                                                   --------          --------

Net increase (decrease) in cash                         888            (1,990)

Cash at beginning of period                             615             2,345
                                                   --------          --------

Cash at end of period                           $     1,503      $        355
                                                   ========          ========

See notes to unaudited condensed financial statements.

<PAGE> 6

GARDEN FRESH RESTAURANT CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS 

1.   UNAUDITED CONDENSED FINANCIAL STATEMENTS

     The accompanying condensed financial statements have been prepared by the
Company without audit and reflect all adjustments, consisting of normal
recurring adjustments, which are, in the opinion of management, necessary for a
fair statement of financial position and the results of operations for the
interim periods.  The statements have been prepared in accordance with the
regulations of the Securities and Exchange Commission and do not necessarily
include certain information and footnote disclosures necessary to present the
statements in accordance with generally accepted accounting principles.  For
further information, refer to the financial statements and notes thereto for
the fiscal year ended September 30, 1997 included in the Company's Form 10-K.

2.   NET INCOME PER SHARE

     In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.  128 "Earnings Per Share" ("FAS
128"), which establishes new standards for computing earnings per share and
which became effective for financial statements for periods after December 15,
1997, including interim periods.  Under the new requirements, historically
reported "primary" and "fully diluted" earnings per share have been replaced
with "basic" and "diluted" earnings per share.

     Basic net income per share is computed based on the weighted average of
common shares outstanding during the period.  Diluted net income per share is
computed based on the weighted average number of common shares and common stock
equivalents, using the treasury stock method, outstanding during the period.

     Common stock equivalents of 148,000 and 314,000 shares for the three month
periods ended December 31, 1996 and 1997, respectively, were used to calculate
diluted earnings per share.  There are no reconciling items in calculating the
numerator for basic and diluted earnings per share for any of the periods
presented.

3.   PREPARATION OF FINANCIAL STATEMENTS

     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 these estimates.

<PAGE> 7

GARDEN FRESH RESTAURANT CORP.
STATEMENT OF OPERATING DATA

     ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

The following table sets forth the percentage of net sales of certain items
included in the Company's statement of operating data for the periods
indicated.

                                               3 Months Ended
                                        December 31,      December 31,
                                               1996              1997

NET SALES                                    100.0%            100.0%
                                             -----             -----

COST AND EXPENSES:

  Cost of sales                               26.6%             26.3%

  Restaurant operating expenses: 

    Labor                                     29.8%             30.1%

    Occupancy and other                       24.4%             24.2%

  General and administrative expenses          6.8%              6.6%

  Depreciation and amortization                7.5%              7.0%
                                             -----             -----

  Total operating expenses                    95.1%             94.2%
                                             -----             -----

OPERATING INCOME                               4.9%              5.8%

  Interest expense, net                       (1.6%)            (1.7%)

  Other expense, net                           (.1%)             (.1%)

INCOME BEFORE INCOME TAXES                     3.2%              4.0%
                                             -----             -----

Provision for income taxes                     1.3%              1.5%
                                             -----             -----

NET INCOME                                     1.9%              2.5%
                                             =====             =====

<PAGE> 8

RESULTS OF OPERATIONS


Three Months Ended December 31, 1997 Compared to Three Months Ended December
31, 1996

     Net Sales.  Net sales for the three months ended December 31, 1997
increased 23.8% to $23.9 million from $19.3 million for the comparable 1996
period.  This was due to the opening of seven full size restaurants since the
comparable 1996 period, and in part, by a 9.8% increase in comparable
restaurant sales.

     Cost of Sales.  Cost of sales for the three months ended December 31, 1997
as a percent of sales decreased .3% to 26.3% from the 26.6% since the 1996
period due to higher average meal price per guest.

     Labor Expense.  Labor expense for the three months ended December 31, 1997
increased 26.3% to $7.2 million from $5.7 million for the comparable 1996
period.  This increase was due to the new restaurants opened since the
comparable 1996 period.  As a percentage of sales, the labor expense for the
three months ended December 31, 1997 increased to 30.1% from 29.8% in the
comparable 1996 period.  This was caused by higher than planned crew labor in
new stores due to greater training requirements and the California minimum wage
which increased effective March 1, 1997.

     Occupancy and Other Operating Costs.  Occupancy and other operating costs
for the three months ended December 31, 1997 increased 23.4% to $5.8 million
from $4.7 million for the comparable 1996 period.  This was due to the addition
of seven full size restaurants since the comparable 1996 period.  As a
percentage of net sales, occupancy and other operating costs for the three
months ended December 31, 1997 decreased to 24.2% from 24.4% in the comparable
1996 period.  This decrease was due to lower occupancy costs associated with
more favorable rents in newer stores and higher sales volume relative to the
fixed occupancy costs.

     General and Administrative Expenses.  General and administrative expenses
for the three months ended December 31, 1997 increased 23.1% to $1.6 million
from $1.3 million for the comparable 1996 period.  As a percentage of net
sales, general and administrative expenses for the three months ended December
31, 1997 decreased to 6.6% from 6.8% for the comparable 1996 period.  This was
due primarily to a greater increase in sales relative to the increase in the
general and administrative expenses.

     Depreciation and Amortization Expense.  Depreciation and amortization
expense for the three months ended December 31, 1997 increased 21.4% to $1.7
million from $1.4 million for the comparable 1996 period.  This increase was
due to depreciation and amortization for the seven new restaurants opened since
the comparable 1996 period.  As a percentage of net sales, depreciation and
amortization expenses for the three months ended December 31, 1997 decreased to
7.0% from 7.5% for the comparable 1996 period.

     Interest Expense.  Interest expense for the three months ended December
31, 1997 increased 33.3% to $.4 million from $.3 million for the comparable
1996 period.  Interest expense was increased due to the additional debt
incurred for expansion.


LIQUIDITY AND CAPITAL RESOURCES

     To date, the Company has financed its cash requirements principally from
operating activities, the private placement of preferred stock, external debt
and capital leases and a public stock offering.  The Company does not have
significant receivables or inventory, and receives trade credit based upon
negotiated terms when purchasing food and supplies.  For the three months ended
December 31, 1997 the Company generated $1.2 million in cash flow from
operating activities.  During this period the Company also acquired property
and equipment totalling $5.2 million, borrowed $3.9 million, paid down debt of
$1.5 million, and sold equity for .2 million, which resulted in a net decrease
of $2.0 million in cash.

<PAGE> 9

     The Company's principal capital requirement has been for funding the
development of restaurants.  Historically the Company has primarily leased the
land and buildings for its restaurant operations.  The Company does purchase
land and/or buildings when favorable conditions are available.  The Company
currently owns the land and buildings for sixteen restaurants, including the
land for sites the Company expects to open in fiscal 1998 and 1999.  During the
first three months of fiscal 1998, the Company opened two restaurants.  Capital
expenditures totalled $5.2 million during the first three months of fiscal 1998
and $4.7 million for the comparable period in fiscal 1997.  As of December 31,
1997 the Company operated 51 full sized restaurants and one small quick service
restaurant.

     The cash investment to open the two restaurants during the three month
period ending December 31, 1997 was $4.8 million including land and buildings,
and excluding pre-opening costs.  The pre-opening costs for the two restaurants
opened in the first quarter of fiscal year 1998 were $422,000.  The Company has
signed two leases, and closed five escrows and opened two escrows for sites
expected to open in fiscal 1998.  The cash investment to open a new restaurant
typically includes the purchase or installation of furniture, fixtures,
equipment and leasehold improvements, and in the case of an owned site, the
purchase of land and a building.  In addition to budgeted capital expenditures
for fiscal 1998 of $20.0 million for new restaurant openings, the Company has
budgeted $2.4 million in expenditures for fiscal 1998 for capital improvements
at existing sites.  See "Business Risks - Expansion Risks".

     The Company will need to rely on funds generated from operations to
finance a portion of the expansion currently planned for fiscal 1998, as well
as any expansion taking place after fiscal 1998.  Should the Company's results
of operations or its rate of growth fail to be adequate to finance expansion or
should costs or capital expenditures rise, the Company may not have the ability
to open new restaurants at its desired pace or at all, and could be required to
seek additional financing in the future.  There can be no assurance that the
Company will be able to raise such capital when needed on satisfactory terms or
at all.  See "Business Risk - Capital Requirements".


IMPACT OF INFLATION

     The primary inflationary factors affecting the Company's operations
include food and beverage and labor costs.  The Company does not believe that
inflation has materially affected earnings during the past three years.
Substantial increases in costs and expenses, particularly food, supplies, labor
and operating expenses, could have a significant impact on the Company's
operating results to the extent that such increases cannot be passed along to
guests.


BUSINESS RISKS

     The Company's business is subject to a number of risks.  A comprehensive
summary of such risks can be found in the Company's Form 10K.

Certain Operating Results and Consideration

     In fiscal 1996 and 1997, respectively, the Company experienced an increase
of 2.5% and an increase of 4.7% in comparable restaurant sales.  In the first
three months of fiscal 1997 and 1998, respectively, the Company's comparable
restaurant sales increased by 3.7% and 9.8%, respectively.  The Company's newer
restaurants have not historically experienced significant increases in guest
volume following their initial opening period.  In addition, the Company does
not believe it has significant latitude to achieve comparable restaurant sales
growth through price increases.  The Company believes that it may from time to
time in the future experience declines in comparable restaurant sales, and that
any future increases in comparable restaurant sales would be modest.

Expansion Risks

     The Company opened seven restaurants in fiscal 1997 and has opened two
restaurants in fiscal 1998 and currently intends to open nine additional
restaurants in fiscal 1998.  The Company's ability to achieve its expansion
plans will depend on a variety of factors, many of which may be beyond the

<PAGE> 10
Company's control, including the Company's ability to locate suitable
restaurant sites, negotiate acceptable lease or purchase terms, obtain required
governmental approvals and construct new restaurants in a timely manner,
attract, train and retain qualified and experienced personnel and management,
operate its restaurants profitably and obtain additional capital, as well as
general economic conditions and the degree of competition in the particular
region of expansion.  The Company has experienced, and expects to continue to
experience, delays in restaurant openings from time to time.  The Company
incurs substantial costs in opening a new restaurant and, in the Company's
experience, new restaurants experience fluctuating operational levels for some
time after opening.  There can be no assurance that the Company will
successfully expand or that the Company's existing or new restaurants will be
profitable.  The Company has encountered intense competition for restaurant
sites, and in many cases has had difficulty buying or leasing desirable sites
on terms that are acceptable to the Company.  In many cases, the Company's
competitors are willing and able to pay more than the Company for sites.  The
Company expects these difficulties in obtaining desirable sites to continue for
the foreseeable future.

Capital Requirements

     In addition to funds generated from operations, the Company will need to
obtain external financing to complete its expansion plans for fiscal year 1998
and beyond.  There can be no assurance that such funds will be available when
needed.  Additionally, should the Company's results of operations decrease or
should costs or capital expenditures rise, the Company may not have the ability
to open new restaurants at its desired pace or at all, because capital may not
be available.

Cost Sensitivity

     The Company's profitability is highly sensitive to increases in food,
labor and other operating costs.  The Company's dependence on frequent
deliveries of fresh produce and groceries subjects it to the risk that
shortages or interruptions in supply caused by adverse weather or other
conditions could materially adversely affect the availability, quality and cost
of ingredients.  In addition, unfavorable trends or developments concerning
factors such as inflation, food, labor and employee benefit costs, rent
increases resulting from the rent escalation provisions in the Company's
leases, and the availability of experienced management and hourly employees may
also adversely affect the Company.  The Company believes recent relatively
favorable inflation rates and part-time labor supplies in its principal market
area have contributed to relatively stable food and labor costs in recent
years.  However, there can be no assurance that these conditions will continue
or that the Company will have the ability to control costs in the future.

Minimum Wage

     The Company has recently experienced increases in the hourly wage rate due
to an increase in the Federal minimum wage on October 1, 1996 and September 30,
1997 and in the California minimum wage on March 1, 1997.  The Company also
expects to experience an increase in the future due to an additional increase
in the California minimum wage rate on March 1, 1998.  While the Company has
managed to absorb the increase to date without reduction in profitability there
can be no assurance that the Company will be able to do so in the future.

Importance of Key Employees

     The Company is heavily dependent upon the services of its officers and key
management personnel involved in restaurant operations, purchasing, expansion
and administration.  In particular, the Company is dependent upon the
management and leadership of its three executive officers, Michael P.  Mack,
David W. Qualls and R. Gregory Keller.  The loss of any of these three
individuals could have a material adverse effect on the Company's business and
its financial results of operations.  The success of the Company and its
individual restaurants depends upon the Company's ability to attract and retain
highly motivated, well-qualified restaurant operations and other management
personnel.  The Company faces significant competition in the recruitment of
qualified employees.

Seasonality and Quarterly Fluctuations

     The Company's business experiences seasonal fluctuations, as a
disproportionate amount of the Company's net income is generally realized in
the second, third and fourth fiscal quarters due to higher average sales and

<PAGE> 11

lower average costs.  Quarterly results have been and are expected to continue
to fluctuate as a result of a number of factors, including the timing of new
restaurant openings.  As a result of these factors, net sales and net income on
a quarterly basis may fluctuate and are not necessarily indicative of the
results that may be achieved for a full fiscal year.


Geographic Concentration in California:  Restaurant Base

     Twenty-nine of the Company's 52 existing restaurants are located in
California.  Accordingly, the Company is susceptible to fluctuations in its
business caused by adverse economic or other conditions in this region,
including natural disasters or other acts of God.  As a result of the Company's
continued concentration in California, adverse economic or other conditions in
California could have a material adverse effect on the Company's business.  The
Company's significant investment in, and long-term commitment to, each of its
restaurant sites limits its ability to respond quickly or effectively to
changes in local competitive conditions or other changes that could affect the
Company's operations.  In addition, the Company has a small number of
restaurants relative to some of its competitors.  Consequently, a decline in
the profitability of an existing restaurant or the introduction of an
unsuccessful new restaurant could have a more significant effect on the
Company's result of operations than would be the case in a company with a
larger number of restaurants.

Volatility of Stock Price

     The market price of the Company's common stock has fluctuated since the
initial public offering of the common stock in May 1995.  Quarterly operating
results of the Company and other restaurant companies, daily transactional
volume, changes in general conditions in the economy, the financial markets or
the restaurant industry, natural disasters or other developments affecting the
Company or its competitors could cause the market price of the common stock to
fluctuate substantially.  In addition, in recent years the stock market has
experienced extreme price and volume fluctuations.  This volatility has had a
significant effect on the market price of securities issued by many companies
for reasons unrelated to the operating performance of these companies.


                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                       Not Applicable

Item 2.  Changes in Securities                                   Not Applicable

Item 3.  Default upon Senior Securities                          Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders     Not Applicable

Item 5.  Other Information                                       Not Applicable

Item 6.  Exhibits and Reports on Form 8-K
     
         (a)  Exhibits:

              The Exhibits required by Item 6(a) of this report are listed in
              the Exhibit Index on page 13 herewith.

         (b)  Report on Form 8-K:

              No reports on Form 8-K have been filed by the Company during the
              quarter ended December 31, 1997.

<PAGE> 12

                                  SIGNATURES

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

                           GARDEN FRESH RESTAURANT CORP.
                           (Registrant)

                           /s/ Michael P. Mack
                           Michael P. Mack
                           Chief Executive Officer/President
                           (Principal Executive Officer)


                           /s/ David W. Qualls
                           David W. Qualls
                           Chief Financial Officer
                           (Principal Accounting and Financial
                           Officer)


DATED: February 13, 1998

<PAGE> 13

                                 EXHIBIT INDEX



EXHIBIT NO.                  DESCRIPTION                            PAGE NUMBER


3.1*   Restated Certificate of Incorporation of Garden Fresh Restaurant     ---
       Corp.

3.2**  Bylaws of Garden Fresh Restaurant Corp., as amended.                 ---

10.1** Form of Indemnity Agreement for executive officers and directors.    ---

10.2** The Company's Restaurant Management Stock Option Plan, as amended.   ---

10.3** The Company's Key Employee Stock Option Plan, as amended.            ---

10.4** The Company's 1995 Outside Director Stock Option Plan.               ---

10.5** The Company's 1995 Key Employee Stock Option Plan, as amended.       ---

10.6   Form of Executive Employment Agreement                               ---

10.7   Wells Fargo Bank Revolving Line of Credit Note                       ---

27.1   Financial Data Schedule                                              ---
                                          

*    Incorporated by reference from Exhibit 4.1 filed with the Company's
     Registration Statement on Form S-8 (No. 33-93568) filed June 16, 1995.

**   Incorporated by reference from the Exhibits with corresponding numbers
     filed with the Company's Registration Statement on Form S-1 (No.
     33-90404), as amended by Amendment No.  1 to Form S-1 filed on April 19,
     1995, Amendment No. 2 to Form S-1 filed May 8, 1995, Amendment No.  3 to
     Form S-1 filed May 15, 1995, Exhibit 10.2 is incorporated by reference
     from Exhibits 10.2 and 10.2A, Exhibit 10.3 is incorporated by reference
     from Exhibits 10.3 and 10.3A and Exhibit 10.5 is incorporated by reference
     from Exhibit 10.5 and 10.5A.

<PAGE>