UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended March 31, 1996

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from                    to                  
                                        ------------------    -----------------

                           Commission File No. 0-25866
               ---------------------------------------------------

                        PHOENIX GOLD INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)


           Oregon                                             93-1066325
-------------------------------------------------------------------------------
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                          identification number)


     9300 North Decatur Street
         Portland, Oregon                                        97203
-------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip code)


                                 (503) 288-2008
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YES
[X] NO [ ]

As of April 30, 1996, there were issued and outstanding 3,446,920 shares of the
Company's Common Stock.

Transitional Small Business Disclosure Format (check one):   YES [ ]     NO [X]

<PAGE>

                        PHOENIX GOLD INTERNATIONAL, INC.
               Form 10-QSB/A for the Quarter Ended March 31, 1996


                                      INDEX


Part I.  FINANCIAL INFORMATION                                             Page
                                                                           ----

Item 1.  Financial Statements

         Balance Sheets at March 31, 1996 (unaudited,                        3
         as restated) and September 30, 1995 (audited)

         Unaudited Statements of Operations for the                          4
         Three and Six Months Ended March 31, 1996
         (as restated) and 1995

         Unaudited Statements of Cash Flows for the                          5
         Six Months Ended March 31, 1996 (as restated)
         and 1995

         Notes to Financial Statements                                       6

Item 2.  Management's Discussion and Analysis or Plan of Operation           9


Part II. OTHER INFORMATION

Items 1 through 6                                                           14

Signatures                                                                  15

Index to Exhibits                                                           16


<PAGE>



PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements

                        PHOENIX GOLD INTERNATIONAL, INC.
                                 BALANCE SHEETS

                                     ASSETS
                                                 March 31,        September 30,
                                                   1996               1995
                                               -------------      -------------
                                                (Unaudited)         (Audited)
                                               (As restated,
                                                see Note 5)

Current assets:
    Cash and cash equivalents                  $       2,251       $  2,101,563
    Accounts receivable, net                       6,054,216          3,825,473
    Inventories                                    9,025,626          4,482,442
    Prepaid expenses                                 586,697            328,047
    Deferred taxes                                    53,614             53,614
                                               -------------       ------------
          Total current assets                    15,722,404         10,791,139
                                               -------------       ------------

Property and equipment, net                        3,910,704          3,363,600
Goodwill, net                                        316,481            201,396
Other assets                                         381,997            153,114
                                               -------------       ------------

Total assets                                   $  20,331,586       $ 14,509,249
                                               =============       ============

                       LIABILITIES & SHAREHOLDERS' EQUITY

    Accounts payable                               4,371,373          1,322,083
    Notes payable                                  3,218,105                  -
    Accrued expenses                                 589,857            533,989
    Current portion of long-term
      debt and capital lease obligations             119,200            113,800
                                               -------------       ------------
          Total current liabilities                8,298,535          1,969,872
Long-term obligations, net of current portion        225,215            286,189
Deferred taxes                                        65,096            240,000


Shareholders' equity:
    Preferred Stock;
       5,000,000 shares authorized;
       none outstanding                                    -                  -
    Common stock, no par value; 20,000,000
       shares authorized; 3,445,000 and
       3,446,414 shares outstanding at
       March 31, 1996 and September 30,
       1995, respectively                          7,441,973          7,432,987
    Retained earnings                              4,300,767          4,580,201
                                               -------------       ------------

          Total shareholders' equity              11,742,740         12,013,188
                                               -------------       ------------

Total liabilities and shareholders' equity     $  20,331,586       $ 14,509,249
                                               =============       ============



                        See Notes to Financial Statements


<PAGE>



                        PHOENIX GOLD INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                                Three Months Ended       Six Months Ended
                                     March 31,               March 31,
                                1996        1995         1996         1995
                             ----------  ----------   ----------   ----------
                            (As restated,            (As restated,
                             see Note 5)              see Note 5)

Net sales                   $ 6,759,015  $ 4,430,177  $11,886,804  $ 8,385,382
Cost of sales                 5,042,899    2,740,713    8,676,468    5,399,873
                            -----------  -----------  -----------  -----------

   Gross profit               1,716,116    1,689,464    3,210,336    2,985,509

Operating expenses:
  Selling                       787,603      568,319    1,328,478      990,327
  General and administrative    660,557      394,954    2,315,585      776,588
                            -----------  -----------  -----------  -----------

   Total operating expenses   1,448,160      963,273    3,644,063    1,766,915
                            -----------  -----------  -----------  -----------

Income (loss) from operations   267,956      726,191     (433,727)   1,218,594
                            -----------  -----------  -----------  -----------

Other income (expense):
  Interest expense              (29,755)    (124,905)     (40,116)    (216,134)
  Other income, net                   -       (4,653)      19,495       (4,653)
                            -----------  -----------  -----------   -----------

   Total other expense          (29,755)    (129,558)     (20,621)     (220,787)
                            -----------  -----------  -----------   -----------
Earnings (loss) before taxes    238,201      596,633     (454,348)      997,807
Income tax expense (benefit)     91,461      251,415     (174,914)      403,415
                            -----------  -----------  -----------   -----------

Net earnings (loss)         $   146,740  $   345,218  $  (279,434)  $   594,392
                            ===========  ===========  ===========   ===========

Net earnings (loss) 
  per share                 $      0.04  $      0.15  $     (0.08)  $      0.26
                            ===========  ===========  ===========   ===========

Shares used in per
  share calculation           3,651,255    2,270,207    3,445,707     2,270,207
                            ===========  ===========  ===========   ===========



                        See Notes to Financial Statements


<PAGE>



                        PHOENIX GOLD INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                       Six Months Ended
                                                           March 31,
                                                    1996              1995
                                                ------------      -------------
Cash flows from operating activities:
  Net earnings (loss)                           $   (279,434)     $     594,392
  Adjustments to reconcile net earnings
   (loss) to net cash used in operating
    activities:
      Depreciation and amortization                  406,467            265,752
      Deferred taxes                                (174,904)           (26,882)
      In-process research and development
        expenses                                   1,120,500                  -
      Changes in operating assets and liabilities:
          Accounts receivable                     (2,228,743)          (397,638)
          Inventories                             (3,763,082)        (1,261,060)
          Prepaid expenses                          (258,650)          (275,677)
          Other assets                              (143,531)                 -
          Accounts payable                         3,049,290            398,815
          Accrued expenses                            55,857             24,434
                                                ------------      -------------

Net cash used in operating activities             (2,216,230)          (677,864)
                                                ------------      -------------

Cash flows from investing activities:
  Capital expenditures, net                         (902,997)        (1,151,925)
  Acquisition of Carver Professional
    Sound division                                (1,792,616)                 -
                                                ------------      -------------

Net cash used in investing activities             (2,695,613)        (1,151,925)
                                                ------------      -------------

Cash flows from financing activities:
  Proceeds from long-term obligations                      -          2,092,563
  Repayment of long-term obligations                 (55,574)          (732,474)
  Notes payable, net                               2,868,105            432,558
  Proceeds from notes payable to shareholders              -             22,865
                                                ------------      -------------

Net cash provided by financing activities          2,812,531          1,815,512

Decrease in cash                                  (2,099,312)           (14,277)

Cash and cash equivalents, beginning of period     2,101,563             18,038
                                                ------------      -------------

Cash and cash equivalents, end of period        $      2,251      $       3,761
                                                ============      =============

Supplemental disclosures:
  Cash paid during the period for interest      $     55,594      $     208,678
  Cash paid during the period for income taxes  $    101,800      $     428,000
  Note payable incurred via acquisition of
    Carver Professional Sound division          $   350,000       $           -


                        See Notes to Financial Statements


<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                          Notes to Financial Statements
                                   (Unaudited)

(1)  Unaudited financial statements

Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted from these unaudited financial statements. These unaudited
financial statements should be read in conjunction with the financial statements
and notes included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended September 24, 1995 filed with the Securities and Exchange Commission.
The results of operations for the three and six-month periods ended March 31,
1996 are not necessarily indicative of the operating results for the full year.
In the opinion of management, all adjustments have been made to present fairly
the Company's financial position at March 31, 1996 and the results of its
operations and its cash flows for the three and six-month periods ended March
31, 1996 and 1995.

(2)  Reporting periods

The Company's fiscal year is the 52-week or 53-week period ending the last
Sunday in September. Fiscal 1995 was a 52-week year and fiscal 1996 is a 53-week
year. For presentation convenience, the Company has indicated in these financial
statements that its fiscal year ends on September 30. The first quarter of
fiscal 1995 was a 13-week period and the same quarter in fiscal 1996 was a
14-week period. The remaining quarters in fiscal years 1995 and 1996 are 13-week
quarters.


(3)  Inventories

Inventories are stated at the lower of average cost or market and consist of the
following:

                                             March 31,           September 30,
                                               1996                   1995
                                          -------------          -------------

Raw materials                              $ 4,316,973            $ 1,161,666
Work-in-process                                534,047                346,055
Finished goods                               4,009,033              2,874,923
Supplies                                       165,573                 99,798
                                           -----------            -----------
  Total inventories, net                   $ 9,025,626            $ 4,482,442
                                           ===========            ===========


<PAGE>




                        PHOENIX GOLD INTERNATIONAL, INC.
                          Notes to Financial Statements
                                   (Unaudited)


(4)  Property and equipment

Property and equipment consist of the following:

                                             March 31,           September 30,
                                               1996                   1995
                                          -------------          -------------

Machinery, equipment, and vehicles         $ 3,429,680            $ 3,020,056
Leasehold improvements                       1,348,580              1,324,350
Construction in process                        524,459                 55,315
                                           -----------            -----------
                                             5,302,719              4,399,721
Less accumulated depreciation and
  amortization                              (1,392,015)            (1,036,121)
                                           -----------            -----------
    Total inventories, net                 $ 3,910,704            $ 3,363,600
                                           ===========            ===========


5)   Restatement

Subsequent to the issuance of the financial statements for the six months ended
March 31, 1996, and based upon a subsequent independent valuation related to the
Company's acquisition of the professional sound division of Carver Corporation,
management determined that the allocation of the purchase price among the
acquired assets should be revised. Accordingly, these unaudited financial
statements have been restated to reflect a one-time charge related to in-process
research and development costs associated with that purchase and an increase in
the acquired costs and related cost of sales of certain finished goods purchased
from Carver Corporation in that transaction. The effects of the restatement are
as follows:

As of March 31, 1996:
                                           As Previously         As Restated
                                             Reported

Current assets                             $15,666,044           $15,722,404
Noncurrent assets                            6,028,176             4,609,182

Current liabilites                           8,364,874             8,298,535
Total liabilities                            9,112,527             8,588,846

Retained earnings                            5,139,720             4,300,767


<PAGE>


For the three months
  ended March 31, 1996:
                                           As Previously         As Restated
                                             Reported


Net income                                 $   201,975           $   146,740
Net income per share                       $      0.06           $      0.04
Shares used in per share calculation         3,651,255             3,651,255



For the six months ended March 31, 1996:
                                           As Previously         As Restated
                                             Reported
Net income (loss)                          $    559,519          $  (279,434)
Net income (loss) per share                $       0.15          $     (0.08)
Shares used in per share calculation          3,633,851            3,445,707*


-------------------

*  Share equivalents are anti-dilutive and excluded from calculation.



<PAGE>

PART I.   FINANCIAL INFORMATION
Item 2:   Management's Discussion and Analysis or Plan of Operation

                        PHOENIX GOLD INTERNATIONAL, INC.
                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations

RESULTS OF OPERATIONS
---------------------

Net sales increased $2.33 million, or 52.6%, to $6.76 million for the three
months ended March 31, 1996, compared to $4.43 million for the three months
ended March 31, 1995. Sales of electronics products in the quarter ended March
31, 1996 increased 75.8% from the quarter ended March 31, 1995, principally due
to the commencement in December 1995 of sales of the Company's new professional
sound products. Sales of speakers and accessories increased 51.8% and 28.7%,
respectively, in the second quarter of fiscal 1996 compared to the comparable
fiscal 1995 quarter. Net sales increased $3.50 million, or 41.8%, to $11.89
million for the six months ended March 31, 1996, compared to $8.39 million for
the six months ended March 31, 1995. Sales of electronics products, speakers and
accessories increased 68.2%, 27.6% and 17.0%, respectively, in the first six
months of fiscal 1996 compared to the comparable fiscal 1995 period.

International sales increased 44.6% to $2.63 million for the three months ended
March 31, 1996, from $1.82 million in the comparable 1995 period. International
sales increased 53.5% to $4.98 million for the six months ended March 31, 1996,
from $3.24 million in the comparable 1995 period. The increase in international
sales for the six months ended March 31, 1996 resulted primarily from several
significant orders of electronics from a European distributor in anticipation of
European regulatory changes effective as of December 31, 1995. The Company does
not expect these orders to be repeated in future periods. International sales
represented 39.0% and 41.1% of net sales for the three months ended March 31,
1996 and 1995, respectively. International sales represented 41.9% and 38.7% of
net sales for the six months ended March 31, 1996 and 1995, respectively.

Gross profit decreased to 25.4% of net sales for the three months ended March
31, 1996 from 38.1% in the comparable fiscal 1995 period. Gross profit decreased
to 27.0% of net sales for the six months ended March 31, 1996 from 35.6% in the
comparable fiscal 1995 period. The decrease in gross profit for the three and
six months ended March 31, 1996 was primarily due to changes in the product
sales mix, which included sales of lower margin professional sound products
acquired from Carver Corporation in November 1995, and start-up costs associated
with manufacturing new products.

<PAGE>

The Company introduced a record 19 new electronics and speakers products in
January 1996. Initial shipments of many of these products were delayed until
late March 1996 as the Company responded to customer comments by making several
engineering design changes to the products. The introduction of new products
effectively shortened the life cycle and decreased sales of several of the
Company's key existing products during the earlier part of the second quarter of
fiscal 1996. The shortfall in car audio electronics sales in the quarter was
generally offset by sales of professional sound products that carry much lower
gross margins than car audio electronics products. Additionally, the Company
also experienced significant production and engineering related start-up costs
for the new professional sound and car audio electronics products.

Operating expenses consist of selling, general and administrative expenses.
Total operating expenses increased $485,000, or 50.3%, to $1.45 million for the
three months ended March 31, 1996 compared to $963,000 for the three months
ended March 31, 1995. Operating expenses were 21.4% and 21.7% of net sales in
the respective three-month periods. Operating expenses increased $1.88 million
or 106.2%, to $3.64 million for the six months ended March 31, 1996 compared to
$1.77 million for the six months ended March 31, 1995. Operating expenses were
30.7% and 21.1% of net sales in the respective six-month periods.

Selling expenses increased $219,000, or 38.6%, to $788,000 for the three months
ended March 31, 1996 compared to $568,000 for the comparable fiscal 1995 period.
Selling expenses were 11.7% and 12.8% of net sales in the respective three-month
periods. Selling expenses increased $338,000, or 34.1%, to $1.33 million for the
six months ended March 31, 1996 compared to $990,000 for the comparable fiscal
1995 period. Selling expenses were 11.2% and 11.8% of net sales in the
respective six-month periods. The increased selling expenses in dollar amount
for the three and six months ended March 31, 1996 were principally due to
increased trade show, advertising and related expenses to support sales of
existing and newly introduced products, and increased personnel and related
costs.

General and administrative expenses increased $266,000, or 67.2%, to $661,000
for the three months ended March 31, 1996, compared to $395,000 for the
comparable fiscal 1995 period due principally to increased on-going research and
development costs, higher legal, accounting and investor relations expenses and
additional personnel and related costs. General and administrative expenses were
9.8% and 8.9% of net sales in the respective three-month periods. General and
administrative expenses increased $1.54 million to $2.32 million for the six
months ended March 31, 1996 compared to $777,000 for the comparable fiscal 1995
period due principally to a one-time charge of $1.12 million related to
in-process research and development costs associated with the purchase of the
Carver professional sound division, increased on-going research and development
costs, higher legal, accounting and investor relations expenses and additional
personnel and related costs. General and administrative expenses were 19.5% and
9.3% of net sales in the respective six-month periods.

<PAGE>

Other expenses, net of other income, decreased $100,000, or 77.0%, to $30,000
for the three months ended March 31, 1996 compared to $130,000 for the
comparable fiscal 1995 period. Other expenses, net of other income, decreased
$200,000, or 90.7% to $21,000 for the six months ended March 31, 1996 compared
to $221,000 for the comparable fiscal 1995 period. The changes were due to
reduced interest expense on borrowings and interest income from investment of
initial public offering proceeds during the three and six-month periods in
fiscal 1996.

Net earnings were $147,000, or $.04 per share, for the three months ended March
31, 1996 compared to $345,000, or $.15 per share, for the comparable prior
period in fiscal 1995. Net earnings were 2.2% and 7.8% of net sales in the
respective three-month periods. Net loss was $279,000, or $.08 per share, for
the six months ended March 31, 1996 compared to net earnings of $594,000, or
$.26 per share, for the comparable fiscal 1995 period. The net loss for the six
months ended March 31, 1996 resulted primarily from the one-time charge
associated with the Carver acquisition discussed above. The weighted average
number of shares increased in the three and six-month periods in fiscal 1996 due
to the initial public offering of the Company's Common Stock in May 1995.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company's primary needs for funds are for working capital and, to a lesser
extent, for capital expenditures. The Company financed its operations during the
six months ended March 31, 1996 principally from proceeds from short-term
borrowings. The Company has a $4.0 million revolving bank operating line of
credit expiring on December 31, 1996. There was $2.87 million outstanding on the
line at March 31, 1996, and the Company was eligible to borrow an additional
$1.13 million under such line on that date. Interest on borrowings is equal to
the bank's prime lending rate (8.25% at March 31, 1996). Borrowings under the
line of credit are secured by substantially all of the Company's assets. Net
cash used in operating activities was $2.20 million for the six months ended
March 31, 1996. Cash and cash equivalents decreased $2.10 million and working
capital decreased $1.40 million during the six months ended March 31, 1996,
primarily due to the acquisition of the Carver Professional Sound division in
November 1995.

Accounts receivable increased $2.23 million during the six months ended March
31, 1996, principally due to increased sales volume during March 1996.

Inventories increased $4.54 million, or 101.4%, to $9.03 million during the six
months ended March 31, 1996. This increase is due primarily to the acquisition
of raw material components necessary for the manufacture of the Company's new
professional sound products, its newly introduced car audio electronics and
Cyclone speaker products. A significant quantity of these raw materials was
purchased from Carver Corporation and its outside vendors in order to support
production of professional sound products while the Company establishes
alternative sources for all parts, many of which have long lead-times for
procurement. Increases in inventory were funded primarily by increases in
accounts payable of $3.05 million and in notes payable.

<PAGE>

Prepaid expenses increased $259,000 during the six months ended March 31, 1996,
primarily due to trade show and insurance costs incurred in the beginning of the
Company's fiscal year that will be amortized over the remainder of the fiscal
year.

Effective November 20, 1995, the Company acquired substantially all of the
assets of the Professional Sound division of Carver Corporation. The assets
acquired included finished goods and other intangible property, including the
license of the name "Carver Professional" for five years. The purchase price for
the assets was $2.14 million, of which the Company paid $1.79 million in cash
and issued a $350,000 note payable due on November 20, 1996. The Company
accounted for the acquisition under the purchase method of accounting and
recorded in-process research and development expenses of $1.12 million, finished
goods of $780,000, other intangibles of $110,000 and goodwill of $132,000. Other
intangibles are included in "Other Assets" on the Company's balance sheet as of
March 31, 1996 and consist of patents and trademarks, a covenant not to compete
and intellectual property. Other intangibles and goodwill are being amortized
using the straight-line method over a period of five years.

Net deferred tax liabilities decreased $175,000 in the six months ended March
31, 1996, principally due to certain differences in book and tax accounting
treatments arising from the acquisition of the Carver professional sound
division in November 1995.

In January 1996 the Company amended its lease for its facility to extend its
option to purchase the facility until June 30, 1999 and to lease on a triple-net
basis approximately 34,000 square feet of additional space in an adjacent
building. Annual lease payments for the additional space are approximately
$134,000. The Company has the option at any time prior to June 30, 1999 to
purchase the additional space for $1.27 million, subject to increases based upon
changes in the Consumer Price Index.

The Company made capital expenditures of $903,000 during the six months ended
March 31, 1996. These expenditures related primarily to the continued automation
of certain manufacturing operations, tooling costs associated with the
manufacturing of new speaker products and the upgrade and expansion of the
Company's existing computer system. Management anticipates that capital
expenditures for the remainder of fiscal 1996 will be approximately $200,000.
These anticipated expenditures will be financed from proceeds of long-term debt
and cash provided by operations.


<PAGE>

FORWARD-LOOKING STATEMENTS
--------------------------

This Report contains "forward-looking statements" within the meaning of the
Private Securities Reform Act of 1995, including, without limitation, statements
as to expectations, beliefs and future financial performance, that are based on
current expectations and are subject to certain risks, trends and uncertainties
that could cause actual results to vary from those projected, which variances
may have a material adverse effect on the Company. Among the factors that could
cause actual results to differ materially are the following: business conditions
and growth in the car audio, professional sound and custom audio/video and home
theater markets and the general economy; competitive factors such as rival
products and price pressures; the failure of new products to compete
successfully in existing or new markets; the failure to achieve timely
improvement in the manufacturing ramp with respect to new products; changes in
product mix; availability and price of components, subassemblies and products
supplied by third party vendors; and cost and yield issues associated with
production at the Company's factory.


<PAGE>

PART II.    OTHER INFORMATION

Item 1.  Legal Proceedings                                                 NONE

Item 2.  Changes in Securities                                             NONE

Item 3.  Defaults Upon Senior Securities                                   NONE

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

The Company held its annual meeting of shareholders on February 12, 1996. Voting
common shareholders took the following actions at the meeting:

1.  The shareholders voted to elect the following nominees to the Company's
    Board of Directors:
                                         Votes            Votes
                                          For           Withheld
                                       ---------        --------
         Keith A. Peterson             3,256,419          1,250
         Timothy G. Johnson            3,256,419          1,250
         Frank G. Magdlen              3,256,419          1,250
         Matthew W. Chapman            3,256,419          1,250

2.  The shareholders voted to ratify management's selection of auditors for
    fiscal 1996 by the affirmative vote of 3,242,024 shares, with 14,645
    shares voting against the proposal and 0 shares abstaining.

Item 5.  Other Information                                                 NONE

Item 6.  Exhibits and Reports on Form 8-K

         A.  Exhibits
             (27) Financial Data Schedule

         B.  Reports on Form 8-K
             NONE


<PAGE>

                                   SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized.

PHOENIX GOLD INTERNATIONAL, INC.



/s/ David D. Bills
--------------------------------
David D. Bills
Vice President - Finance
(Principal Financial and Accounting Officer)

Dated:  December 30, 1996

<PAGE>

                                   FORM 10-QSB

                        PHOENIX GOLD INTERNATIONAL, INC.


                                  Exhibit Index
                                  -------------

Exhibit                                                                    Page
-------                                                                    ----

(27)    Financial Data Schedule                                             17