FORM 10-QSB

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


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

                  For the quarterly period ended March 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: 0-21297

                            Foundation Bancorp, Inc.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)


                                      Ohio
        _________________________________________________________________
         (State or other jurisdiction of incorporation or organization)


                                   31-1465239
        _________________________________________________________________
                     (I.R.S. Employer Identification Number)


                    25 Garfield Place, Cincinnati, Ohio 45202
        _________________________________________________________________
               (Address of principal executive offices) (zipcode)


                                 (513) 721-0120
        _________________________________________________________________
                           (Issuer's telephone number)


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 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.
                            [X] Yes           [ ] No


State the number of shares  outstanding of the issuer's classes of common stock,
as of the latest practicable date:


Common shares, no par value               Outstanding at March 31, 1997: 462,875


<PAGE>

                            FOUNDATION BANCORP, INC.
                                   FORM 10-QSB
                          QUARTER ENDED MARCH 31, 1997


                         Part I - Financial Information


Item 1 - Financial Statements

Interim financial  information  required by Regulation 210.10 - 01 of Regulation
S-X is included in this Form 10-QSB as referenced below:


        Consolidated Statements of Financial Condition..................3
                                                                 
        Consolidated Statements of Earnings.............................4
                                                                 
        Condensed Consolidated Statements of Cash Flows.................5
                                                                 
        Notes to Consolidated Financial Statements......................6
                                                             

        Item 2 - Management's Discussion and Analysis of
                 Financial Condition and Results of Operations..........8


                                      -2-
<PAGE>
<TABLE>

                            FOUNDATION BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION



                                                                                March 31,        June 30,
                                                                                  1997             1996
                                                                              -------------    -------------
                                                                               (Unaudited)

ASSETS

<S>                                                                          <C>               <C>        
Cash and due from banks                                                      $    113,634      $    61,081
Interest-bearing deposits in other financial institutions                       4,959,409        1,111,408
                                                                             ------------      -----------
                       Cash and cash equivalents                                5,073,043        1,172,489

Investment securities-at amortized cost, approximate market
   value of $648,125 and $900,635 at March 31, 1997, and
   June 30, 1996, respectively                                                    649,688          899,687
Mortgage-backed securities-at cost, approximate market value of
        $4,173,924 and $4,553,889 at March 31, 1997, and June 30,
        1996, respectively                                                      4,293,277        4,640,509
Loans receivable-net                                                           24,524,955       23,266,664
Office premises and equipment-at depreciated cost                                 303,193          313,281
Federal Home Loan Bank Stock-at cost                                              293,500          278,800
Accrued interest receivable on loans                                               96,023           99,150
Accrued interest receivable on mortgage-backed securities                          33,209           36,817
Accrued interest receivable on investments and interest-bearing deposits           18,433           14,198
Prepaid expenses and other assets                                                  62,318          113,560
                                                                             ------------      -----------

                 TOTAL ASSETS                                                $ 35,347,639      $30,835,155
                                                                             ============      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                     $ 27,356,790      $26,950,784
Advances from Federal Home Loan Bank                                              772,374          824,847
Advances by borrowers for taxes, insurance and other                              164,650           70,179
Other liabilities                                                                 135,804          135,985
Deferred federal income taxes                                                      60,800           60,800
                                                                             ------------      -----------

                 TOTAL LIABILITIES                                             28,490,418       28,042,595

Shareholders' equity
          Common shares-2,000,000, no par value, authorized;
                  462,875 shares issued and outstanding                              --               --
           Additional paid-in capital                                           4,341,126             --
           Unallocated shares held by Employee Stock Ownership Plan              (311,781)            --
           Retained earnings-substantially restricted                           2,827,876        2,792,560
                                                                             ------------      -----------

                 TOTAL SHAREHOLDERS' EQUITY                                     6,857,221        2,792,560
                                                                             ------------      -----------
                 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $ 35,347,639      $30,835,155
                                                                             ============      ===========

</TABLE>

                                      -3-
<PAGE>
<TABLE>

                            FOUNDATION BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS


                                                           Three months ended               Nine months ended
                                                               March 31,                        March 31,
                                                              (Unaudited)                      (Unaudited)


                                                           1997          1996            1997              1996
                                                        ---------      ---------      -----------      -----------
<S>                                                     <C>            <C>            <C>              <C>        
Interest income
       Loans                                            $ 504,727      $ 461,832      $ 1,497,439      $ 1,357,910
       Mortgage-backed securities                          67,082         72,673          202,949          233,510
       Investment securities                               19,391         14,816           59,252           51,504
       Interest bearing deposits and other                 57,605         45,262          134,704          139,921
                                                        ---------      ---------      -----------      -----------
               Total interest income                      648,805        594,583        1,894,344        1,782,845

Interest expense
       Deposits                                           367,874        385,068        1,107,465        1,167,132
       Borrowings                                          10,821         11,756           33,176           39,490
                                                        ---------      ---------      -----------      -----------
               Total interest expense                     378,695        396,824        1,140,641        1,206,622

               Net interest income before provision
                  for losses on loans                     270,110        197,759          753,703          576,223

Provision for losses on loans                              (3,000)       (28,000)         (12,000)         (34,000)
                                                        ---------      ---------      -----------      -----------

               Net interest income after provision
                  for losses on loans                     267,110        169,759          741,703          542,223

Other operating income                                     15,914         20,706           48,504           51,204

General administrative expense
         Employee compensation and benefits               110,491         95,409          342,036          265,134
         Occupancy and equipment                           20,297         20,109           60,819           59,841
         Federal deposit insurance premiums                 4,280         15,909          200,546           46,284
         Franchise taxes                                    9,429          8,969           27,366           25,204
         Data processing                                    8,478          9,177           24,872           23,439
         Other                                             32,212         26,704           82,747           75,405
                                                        ---------      ---------      -----------      -----------
                Total general, administrative and
                   other expense                          185,187        176,277          738,386          495,307
                                                        ---------      ---------      -----------      -----------

                 Income before income taxes                97,837         14,188           51,821           98,120

Provision for federal income taxes                        (30,668)        (5,412)         (16,505)         (32,127)
                                                        ---------      ---------      -----------      -----------

                 NET EARNINGS                           $  67,169      $   8,776      $    35,316      $    65,993
                                                        =========      =========      ===========      ===========

                 EARNINGS PER SHARE                     $    0.16
                                                        ---------


                                      -4-
</TABLE>
<PAGE>

<TABLE>
                            FOUNDATION BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       For the nine months ended March 31,

                                                                                   1997             1996
                                                                              --------------   --------------
                                                                                (Unaudited)

<S>                                                                           <C>             <C>        
Cash flows provided by (used in) operating activities:
     Net earnings for the period                                              $    35,316     $    65,993
     Adjustments to reconcile net earnings to net cash
          provided by (used in) operating activities:
          Gain on sale of loans                                                    (5,121)         (7,484)
          Depreciation and amortization                                            13,316           9,342
          Amortization of premiums and discounts on mortgage-backed
               securities                                                          11,613          20,883
          ESOP allocation                                                          58,519            --
          Federal Home Loan Bank stock dividends                                  (14,700)        (13,700)
          Provision for losses on loans                                            12,000          34,000
          Amortization of deferred loan origination fees                           (6,896)        (11,388)
          Deferred loan fees (costs) originated                                      (637)         (4,050)
     Effects of changes in operating assets and liabilities:
          Accrued interest receivable                                               2,500          (2,475)
          Refundable income tax                                                   (10,242)         31,927
          Prepaid expenses and other assets                                         3,981           6,124
          Accrued federal income tax                                                 --            10,963
          Accrued expenses                                                         10,059          21,694
                                                                              -----------     -----------

                       Net cash provided by operating activities                  109,708         161,829
                                                                              -----------     -----------

Cash flows provided by (used in) investing activities:
     Purchase of mortgage-backed securities                                       (97,990)           --
     Principal repayments on mortgage-backed securities                           433,610         554,365
     Maturities of investment securities                                          250,000         650,000
     Loan disbursements                                                        (4,993,705)     (6,319,728)
     Principal repayments on loans                                              2,657,357       4,337,090
     Proceeds from sales of loans                                               1,078,711       1,123,109
     Purchase of property and equipment                                            (3,228)         (2,986)
                                                                              -----------     -----------

                       Net cash provided by (used in) investing activities       (675,245)        341,850
                                                                              -----------     -----------

Cash flows provided by (used in) financing activities:
     Net increase (decrease) in deposit accounts                                  406,006          43,102
     Repayment of FHLB advances                                                   (52,473)       (349,707)
     Net increase (decrease) in advances by borrowers for taxes, insurance
               and other                                                           94,471          96,369
     Proceeds from issuance of common shares                                    4,018,087            --
                                                                              -----------     -----------

                       Net cash provided by (used in) financing activities      4,466,091        (210,236)
                                                                              -----------     -----------

Net increase (decrease) in cash and cash equivalents                            3,900,554         293,443

Cash and cash equivalents at beginning of period                                1,172,489       3,942,980
                                                                              -----------     -----------

Cash and cash equivalents at end of period                                    $ 5,073,043     $ 4,236,423
                                                                              ===========     ===========

</TABLE>

                                      -5-
<PAGE>


                            FOUNDATION BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       For the three and nine months ended
                             March 31, 1997 and 1996



In May, 1996, the Board of Directors of Foundation  Savings Bank  ("Foundation")
adopted a Plan of  Conversion  (the  "Plan")  providing  for the  conversion  of
Foundation to the stock form of organization (the  "Conversion").  In connection
with the Conversion,  Foundation formed a holding company,  Foundation  Bancorp,
Inc. (the "Company"). On September 25, 1996, Foundation completed the conversion
to the stock form of organization,  in connection with which  Foundation  issued
all of its  outstanding  shares to the Company and the  Company  issued  462,875
common shares in a subscription  offering and a community offering at a price of
$10.00 per share  which,  after  consideration  of  offering  expenses  totaling
$287,624,  and shares  purchased by employee  benefit plans  totaling  $370,300,
resulted in net cash proceeds of  $3,970,826.  The financial  statements for the
periods  prior to  September  25,  1996,  are those of  Foundation  prior to the
Conversion.


1.  Basis of Presentation

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance  with  instructions  for Form 10-QSB and,  therefore,  do not include
information or footnotes  necessary for a complete  presentation of consolidated
financial  position,  results of operations  and cash flows in  conformity  with
generally accepted accounting principles. However, in the opinion of management,
all  adjustments  (consisting  of only  normal  recurring  accruals)  which  are
necessary for a fair presentation of the consolidated  financial statements have
been  included.  The results of operations  for the three and nine month periods
ended March 31, 1997 and 1996,  are not  necessarily  indicative  of the results
which may be expected for an entire fiscal year.


2.  Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Company and Foundation. All significant intercompany items have been eliminated.


3.  Earnings Per Share

Earnings per share for the three month period ended March 31, 1997,  is computed
based upon 431,190 weighted-average shares outstanding,  which gives effect to a
reduction for the 31,685 unallocated shares held by the Foundation Bancorp, Inc.
Employee  Stock  Ownership  Plan (the "ESOP"),  in accordance  with Statement of
Position 93-6 ("SOP 93-6") issued by the American  institute of Certified Public
Accountants.  Because the Conversion was completed in September  1996,  earnings
per share for the nine months ended March 31, 1997,  and March 31, 1996,  cannot
be computed.


                                      -6-
<PAGE>


                            FOUNDATION BANCORP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
           For the three and nine months ended March 31, 1997 and 1996



4.      Effects of Recent Accounting Pronouncements

SOP 93-6,  "Employers' Accounting for Employee Stock Ownership Plans" was issued
in  November  1993.  SOP 93-6 is  effective  for fiscal  years  beginning  after
December 15, 1993. SOP 93-6 became applicable for Foundation for its fiscal year
which began July 1, 1996. SOP 93-6 will, among other things,  change the measure
of compensation  expense recorded by employers for leveraged ESOPs from the cost
of ESOP  shares to the fair value of ESOP  shares.  Under SOP 93-6,  the Company
will  recognize  compensation  cost equal to the fair  value of the ESOP  shares
during the periods in which they become committed to be released.  To the extent
that the fair value of the ESOP shares differs from the cost of such shares, the
differential  will be charged or credited to equity.  Employers with  internally
leveraged ESOPs,  such as the Company,  will not report the loan receivable from
the ESOP as an asset and will not  report the ESOP debt from the  employer  as a
liability.


In October 1995,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 123,  "Accounting for
Stock-Based  Compensation,"  establishing  financial  accounting  and  reporting
standards for stock-based  employee  compensation plans. SFAS No. 123 encourages
all entities to adopt a new method of accounting to measure compensation cost of
all employee stock  compensation  plans based on the estimated fair value of the
award at the date it is granted.  Companies are, however, allowed to continue to
measure compensation cost for those plans using the intrinsic value based method
of  accounting,   which  generally  does  not  result  in  compensation  expense
recognition  for most  plans.  Companies  that  elect to retain  their  existing
accounting  method are  required  to  disclose  in a footnote  to the  financial
statements  pro forma net income and, if  presented,  earnings per share,  as if
SFAS No. 123 had been adopted.  The accounting  requirements of SFAS No. 123 are
effective  for  transactions  entered into during  fiscal years that begin after
December 15, 1995. Companies are required,  however, to disclose information for
awards  granted in their first  fiscal  year ending  after  December  15,  1994.
Management  has not completed an analysis of the  potential  effects of SFAS No.
123 on its financial condition or results of operations.


In June 1996,  the FASB issued  SFAS No.  125,  "Accounting  for  Transfers  and
Servicing  of  Financial  Assets  and  Extinguishments  of  Liabilities,"  which
established  accounting  and reporting  standards for transfers and servicing of
financial assets and extinguishments of liabilities.  The standards are based on
a consistent  application  of a  financial-components  approach  that focuses on
control.  Under that approach,  after a transfer of financial  assets, an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred,  derecognizes  financial  assets when control has been surrendered
and derecognizes liabilities when extinguished. SFAS No. 125 provides consistent
standards for  distinguishing  transfers of financial assets that are sales from
transfers that are secured  borrowings.  SFAS No. 125  supersedes  SFAS No. 122.
SFAS No. 125 is effective for  transactions  occurring  after December 31, 1996.
Management does not expect an impact from adoption of SFAS No.
125.


                                      -7-
<PAGE>


                            FOUNDATION BANCORP, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Discussion of Financial Changes from June 30, 1996 to March 31, 1997

At March 31, 1997, the Company's  assets  totaled $35.3 million,  an increase of
$4.5 million,  or 14.6%,  compared to the June 30, 1996,  total. The increase in
assets was funded by an increase in  shareholders'  equity of $4.1  million,  or
145.6%,  resulting  from the  Conversion in September  1996,  and subsequent net
earnings, plus an increase in deposits of $406,006, or 1.5%.

Cash and equivalents during the nine months ended March 31, 1997, increased $3.9
million,  or 332.7%, as a result of the Conversion,  deposit growth and maturing
investment securities.  Mortgage-backed  securities decreased $347,232, or 7.5%,
as the  result of  repayments  during the nine month  period.  Loans  receivable
increased $1.3 million, or 5.4 %, and investment  securities decreased $249,999,
or 27.8%, resulting from maturing securities.

Deposits  increased  $406,006,  or 1.5%,  during the nine months ended March 31,
1997,  despite  over  $1  million  in  withdrawals  to  purchase  stock  in  the
Conversion. Advances from the Federal Home Loan Bank decreased $52,473, or 6.4%,
as a result of scheduled repayments.  Advances by borrowers for taxes, insurance
and other  increased  $94,471,  or  134.6%,  resulting  from a larger  number of
accounts  and  timing  differences  on the  payment  of real  estate  taxes  and
insurance.

The Office of Thrift  Supervision has three minimum regulatory capital standards
for savings associations.  At March 31, 1997, Foundation's capital substantially
exceeded each of the  requirements.  The following is a summary of  Foundation's
approximate  regulatory  capital  position,  in dollars and as a  percentage  of
regulatory assets, at March 31, 1997:

<TABLE>

                               ACTUAL                   REQUIRED                     EXCESS
                         ------------------         -----------------          -----------------
                                                 (Dollars in thousands)

<S>                      <C>          <C>           <C>          <C>           <C>         <C>  
Tangible Capital         $5,464       15.5%         $ 530        1.5%          $4,934      14.0%
Core Capital             $5,464       15.5%         $1,060       3.0%          $4,404      12.5%
Risk-based Capital       $5,587       34.7%         $1,288       8.0%          $4,299      26.7%

</TABLE>


                                      -8-
<PAGE>


                            FOUNDATION BANCORP, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (Continued)



Comparison of Operating Results For the Nine Months Ended March 31, 1997 and
1996


General

The Company recorded net earnings of $35,316 for the nine months ended March 31,
1997,  compared  to net  earnings  of  $65,993  for the same  period of 1996,  a
decrease of $30,677, or 46.5%,  primarily as a result of the one-time assessment
of $168,364 imposed on Foundation by the Federal Deposit  Insurance  Corporation
in September 1996 as part of legislation to recapitalize the Savings Association
Insurance Fund (the "SAIF").


Net Interest Income

Net interest  income after the provision for losses on loans for the nine months
ended March 31, 1997, increased $199,480,  or 36.8%, compared to the same period
of  1996.  This was the  result  of an  increase  in total  interest  income  of
$111,499, or 6.3%, a decrease of $65,981, or 5.5%, in net interest expense and a
decrease  of  $22,000,  or 64.7%,  in the  provision  for  losses on loans.  The
increase  in total  interest  income  resulted  principally  from an increase in
interest earned on loans of $139,529, or 10.3%, due to a larger portfolio,  plus
an increase in interest on investments of $7,748, or 15.0%, offset by a decrease
in interest on mortgage-backed securities of $30,561, or 13.1%, due to a smaller
portfolio  and  higher  premium  expense,  and a  decrease  in  interest-bearing
deposits of $5,217,  or 3.7%,  resulting  from lower  yields on lower  portfolio
balances.  Interest expense on deposits decreased $59,667, or 5.1%, due to lower
average  rates paid on lower average  portfolio  balances.  Interest  expense on
advances  from the Federal Home Loan Bank  decreased  $6,314,  or 16.0%,  due to
lower balances resulting from scheduled payments.


Provision for Losses on Loans

The  provision  for losses on loans for the nine months  ended  March 31,  1997,
decreased  $22,000,  or 64.7%,  as a result of a higher  provision  taken in the
prior period due to a loan loss.  The loan loss  allowance  totaled  $123,146 at
March 31, 1997.


Other Operating Income

Other  operating  income  decreased  $2,700,  or 5.3%, for the nine months ended
March 31, 1997, as the result of lower gains on sales of loans.


                                      -9-
<PAGE>


                            FOUNDATION BANCORP, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS(Continued)



General, Administrative and Other Expense

General,  administrative  and other  expense for the nine months ended March 31,
1997, increased $243,079,  or 49.1%,  primarily due to the SAIF recapitalization
expense paid in September 1996 and the ESOP expense.  Employee  compensation and
benefits  increased  $76,902,  or 29.0%,  primarily  due to the ESOP expense and
increased  commissions  on increased  loans closed.  Federal  deposit  insurance
premiums increased $154,262, or 333.3%, resulting from the SAIF recapitalization
premium. Federal taxes decreased $15,622, or 48.6%, as a result of the lower net
earnings.



Comparison of Operating Results For the Three Months Ended March 31, 1997 and
1996

General

The Company  recorded  net  earnings of $67,169 for the three months ended March
31, 1997, an increase of $58,393, or 665.4%,  compared to the three months ended
March 31,  1996.  The  increase  resulted  from an increase in the net  interest
income after the provision for losses on loans of $97,351,  or 57.3%,  partially
offset by a decrease  in other  income of $4,792,  or 23.1%,  and an increase in
general, administrative, and other expense of $8,910, or 5.1%.


Net Interest Income

Net interest income after the provision for losses on loans for the three months
ended March 31, 1997,  increased $97,351, or 57.3%,  compared to the same period
of 1996, the result of an increase in total interest income of $54,222, or 9.1%,
plus a decrease in net interest  expense of $18,129,  or 4.6%, and a decrease in
the provision for losses on loans of $25,000, or 89.3%. Interest income on loans
increased $42,895, or 9.3%, due to higher portfolio balances, interest income on
investment  securities  increased  $4,575,  or 30.9%,  due to higher  yields and
interest on interest-bearing deposits increased $12,343, or 27.3%, due to higher
balances. These increases were partially offset by a decrease in interest income
on mortgage-backed securities of $5,591, or 7.7%, as the result of lower average
portfolio  balances and higher  premium  expense.  Interest  expense on deposits
decreased  $17,194,  or 4.5%, due to lower rates paid on lower average portfolio
balances,  and  interest  expense on advances  from the  Federal  Home Loan Bank
decreased  $935,  or  8.0%,  due to  lower  balances  resulting  from  scheduled
repayments.


Provision for Losses on Loans

The  provision  for losses on loans for the three  months  ended March 31, 1997,
decreased $25,000,  or 89.3%, as a result of a higher provision taken during the
same period in 1996 due to a loan loss.


                                      -10-
<PAGE>


                            FOUNDATION BANCORP, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS(Continued)



Other Operating Income

Other  operating  income for the three months  ended March 31,  1997,  decreased
$4,792, or 23.1%, compared to the same period of 1996 as the result of decreased
gains on loan sales.


General, Administrative and Other Expense

General,  administrative  and other expense for the three months ended March 31,
1997,  increased $8,910, or 5.1%,  compared to the same period of 1996. Employee
compensation and benefits increased $15,082, or 15.8%, as the result of the ESOP
expense plus higher  commission  expense on  increased  loan  closings.  Federal
deposit  insurance  premiums  decreased  $11,629,  or 73.1%, the result of lower
premiums due to the SAIF  recapitalization.  Other expenses increased $5,508, or
20.6%,  primarily  due  to  higher  professional  services  in  connection  with
Securities and Exchange  Commission filings and OTS filings required as a result
of the Conversion.  Federal taxes increased  $25,256,  or 466.7%,  due to higher
earnings.



                                      -11-
<PAGE>


                            FOUNDATION BANCORP, INC.
                                     10-QSB

                                     PART II

                                OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

               Not applicable


ITEM 2. CHANGES IN SECURITIES

               Not applicable


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

               Not applicable


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

               None


ITEM 5. OTHER INFORMATION

               None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

               Exhibit 27.  Financial Data Schedule


                                      -12-
<PAGE>



                                   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.




                                            Laird L. Lazelle
Date:  April 30, 1997                       ____________________________________
                                            Laird L. Lazelle
                                            President





                                            Dianne K. Rabe
Date:  April 30, 1997                       ____________________________________
                                            Dianne K. Rabe
                                            Treasurer