Portec, Inc. 
   Savings and Investment Plan  
   Financial Report 
   December 31, 1996 
 
                                 C O N T E N T S 
 
 
 
   INDEPENDENT AUDITOR'S REPORT              1 
 
   FINANCIAL STATEMENTS 
 
         Statements of net assets available for benefits 
               (with fund information)       2 - 5 
 
         Statements of changes in net assets available for benefits 
               (with fund information)       6 - 9 
 
         Notes to financial statements       10 - 13 
 
 
   SUPPLEMENTAL SCHEDULES 
 
         I     - Item 27(a) - Schedule of assets held for investment 
                 purposes                    14 
 
         VI    - Item 27(d) - Schedule of reportable transactions    15 
 
 
 
                          INDEPENDENT AUDITOR'S REPORT 
 
 
   To the Board of Directors, 
   Board of Trustees and Administrative Committee 
   Portec, Inc. Savings and Investment Plan 
   Oak Brook, Illinois 
 
   We have audited the accompanying statements of net assets 
   available for benefits of Portec, Inc. Savings and Investment 
   Plan (the Plan) as of December 31, 1996 and 1995, and the 
   related statements of changes in net assets available for 
   benefits for the years then ended.  These financial statements 
   are the responsibility of the Plan's management.  Our 
   responsibility is to express an opinion on these financial 
   statements based on our audits.   
 
   We conducted our audits in accordance with generally accepted 
   auditing standards.  Those standards require that we plan and 
   perform the audit to obtain reasonable assurance about whether 
   the financial statements are free of material misstatement.  An 
   audit includes examining, on a test basis, evidence supporting 
   the amounts and disclosures in the financial statements.  An 
   audit also includes assessing the accounting principles used and 
   significant estimates made by management, as well as evaluating 
   the overall financial statement presentation.  We believe that 
   our audits provide a reasonable basis for our opinion. 
 
   In our opinion, the financial statements referred to above 
   present fairly, in all material respects, the net assets 
   available for benefits of the Portec, Inc. Savings and 

   Investment Plan as of December 31, 1996 and 1995, and the 
   changes in net assets available for benefits for the years then 
   ended in conformity with generally accepted accounting 
   principles.  
 
   Our audits were made for the purpose of forming an opinion on 
   the basic financial statements taken as a whole.  The 
   supplemental schedules of assets held for investment purposes 
   and reportable transactions as of or for the year ended December 
   31, 1996, are presented for purposes of additional analysis and 
   are not a required part of the basic financial statements, but 
   are supplementary information required by the Department of 
   Labor's Rules and Regulations for Reporting and Disclosure under 
   the Employee Retirement Income Security Act of 1974.  The Fund 
   Information in the statements of net assets available for 
   benefits and the statements of changes in net assets available 
   for benefits is presented for purposes of additional analysis 
   rather than to present the net assets available for benefits and 
   changes in net assets available for benefits for each fund.  The 
   supplemental schedules and fund information have been subjected 
   to the auditing procedures applied in the audit of the basic 
   financial statements and, in our opinion, are fairly stated in 
   all material respects in relation to the basic financial 
   statements taken as a whole.  
 

   McGladrey & Pullen, LLP
   Lincolnshire, Illinois 
   February 21, 1997


   STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS 
                                   
 
   (WITH FUND INFORMATION)  
   December 31, 1996  

<TABLE>
<S><C>
    
                                                                                  T-Rowe           T-Rowe              T-Rowe   
                                                                                   Price             Price              Price      
 
                                                                                Associates        Associates         Associates  
                                                      Portec                        New              Prime           Short-Term  
                                                       Inc.

                                                      Common                      Horizons          Reserve              Bond  
    ASSETS                                          Stock Fund                     Fund              Fund                Fund  

 
 
   Investments, at fair value:  
     Shares of registered investment companies     $          -              $    2,133,598   $     969,520       $     715,489  
 
     Common stock                                       2,276,786                       -               -                   -    
 
     Participants notes receivable                            -                         -               -                   -   
 
                                                        2,276,786                 2,133,598         969,520             715,489  
 
  
   Receivables:  

     Employer's contribution                              483,944                       -               -                   -    
 
     Participants' contributions                            3,889                     8,861           3,337               3,207  
     Accrued interest                                         -                         -               -                   -    
 
     Due from other funds                                   1,823                       831             677                 374 
 
 
                                                          489,656                     9,692           4,014               3,581  
 
  
             TOTAL ASSETS                               2,766,442                 2,143,290         973,534             719,070  
 
 
 
   LIABILITIES  
     Due to other funds                                       -                         -               -                   -    
 
  
   NET ASSETS AVAILABLE   
 
     FOR BENEFITS                                  $    2,766,442             $   2,143,290   $     973,534      $     719,070  
 
 
<FN> 
 
   See Notes to Financial Statements. 
 
 
 
 
 
         T-Rowe                T-Rowe                 T-Rowe  
          Price                 Price                  Price
         
       Associates            Associates             Associates  
 
         Equity              Small-Cap             International         Participant  
 
         Income                Value                   Stock                Notes  
 
          Fund                 Fund                    Fund              Receivable          Total  

 
 

   $   4,746,100         $     357,193           $     357,349          $     -        $   9,279,249  
             -                     -                       -                  -            2,276,786  

             -                     -                       -              286,744            286,744  
 
       4,746,100               357,193                 357,349            286,744         11,842,779  
 
 
 
             -                     -                       -                  -              483,944  
 
          15,800                 5,017                   4,737                -               44,848  
 
             -                     -                       -                  940                940  
 
           1,817                   195                     490                -                  -    
 
          17,617                 5,212                   5,227                940            529,732  
 
 
 
       4,763,717               362,405                 362,576            287,684         12,372,511  
 
 
   
             -                     -                       -                6,207                -     
  
 
   $   4,763,717         $     362,405          $     362,576       $     281,477      $  12,372,511  
 
 
 
   STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS                            
   (WITH FUND INFORMATION)  
 
   December 31, 1995  
 
                                                                       T-Rowe            T-Rowe            T-Rowe   
                                                                        Price             Price             Price 

                                                                      Associates         Associates         Associates  
                                                    Portec               New              Prime            Short-Term      
                                                     Inc.

                                                     Common             Horizons           Reserve             Bond  
 
   ASSETS                                          Stock Fund             Fund               Fund              Fund  

  
   Investments, at fair value:  
 
     Shares of registered investment company     $         -         $   1,834,067       $   1,101,305    $     682,209  
 
     Common stock                                    2,090,747                 -                   -                -  

     Participants notes receivable                         -                   -                   -                -  
 
                                                     2,090,747           1,834,067           1,101,305          682,209  
 
 
   Receivables:  
 
     Employer's contribution                           164,172                 -                   -                -   
 
     Participants' contributions                         5,517               5,687               3,683            2,864  
 
     Accrued interest                                      -                   -                   -                -    
 
     Due from other funds                                1,686                 390                 572              329 
 
                                                        171,375              6,077               4,255            3,193  
 
  
             TOTAL ASSETS                             2,262,122          1,840,144           1,105,560          685,402  
 
 
 
   LIABILITIES  
 
     Due to other funds                                      -                 -                   -                -    
 
 
 
   NET ASSETS AVAILABLE   
 
     FOR BENEFITS                                  $   2,262,122     $   1,840,144       $   1,105,560      $   685,402  




  
           T-Rowe            T-Rowe            T-Rowe   
            Price             Price             Price
 
         Associates        Associates         Associates  
           Equity          Small-Cap         International        Participant  
 
           Income            Value               Stock               Notes  
 
            Fund              Fund                Fund            Receivable           Total  
 
 
  
      $   3,825,511     $     204,410      $     222,791         $       -         $   7,870,293  
 
                -                 -                  -                   -             2,090,747  
 
                -                 -                  -               215,383             215,383  
 
          3,825,511           204,410            222,791             215,383          10,176,423    
 
  
 
                -                 -                  -                   -               164,172  
 
             10,484             3,189              3,528                 -                34,952  
 
                -                 -                  -                   613                 613  
 
              1,183               147                399                 -                   -    
 
             11,667             3,336              3,927                 613             199,737  
 
   
          3,837,178           207,746            226,718             215,996          10,376,160  
 
 
 
  
                -                 -                  -                 4,706                 -    
 
 
  
 
      $   3,837,178     $     207,746      $     226,718       $     211,290       $  10,376,160  

  
   STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS           
   (WITH FUND INFORMATION)  
 
   Year Ended December 31, 1996  
 
                                                   T-Rowe             T-Rowe              T-Rowe   
                                                    Price              Price               Price

                                                  Associates          Associates         Associates  
 
                                    Portec,           New                Prime            Short-Term  
                                     Inc.
                                    Common          Horizons            Reserve              Bond  
 
                                  Stock Fund          Fund                Fund               Fund  
 
  
   Additions to net assets 
     attributed to:  
 
     Investment income:  
 
       Net appreciation (depreciation)
       in fair value of 
       investments             $     66,778       $    117,985        $      -            $   (14,474)    

       Interest and dividends        17,724            194,421            54,119               41,605  
 
                                     84,502            312,406            54,119               27,131  
 
 
 
    Contributions:  
 
      Employer's match              483,859                 -                -                    -   
 
 
      Participants'                  63,557             160,220           84,387               69,061  
 
                                    547,416             160,220           84,387               69,061  
 
 
 
             Total additions        631,918             472,626          138,506               96,192  
 
 
 
    Deductions from net assets
    attributed to benefits paid
    directly to participants        122,829              53,651          326,097               34,318  

  
 
            Net increase (decrease)
            prior to interfund 
            transfers               509,089             418,975         (187,591)              61,874  
 
   
 
   Interfund transfers               (4,769)           (115,829)          55,565              (28,206)  
 
 
 
            Net increase (decrease) 504,320             303,146         (132,026)              33,668   
 
 
   Net assets available for benefits:  
 
     Beginning of year            2,262,122           1,840,144        1,105,560              685,402  
 
  
     End of year               $  2,766,442        $  2,143,290     $    973,534         $    719,070  
 

<FN>  
 
   See Notes to Financial Statements. 
 
 
 
 
 
 
 
         T-Rowe           T-Rowe           T-Rowe  
          Price            Price            Price

        Associates       Associates       Associates  
 
         Equity           Small-Cap      International     Participant  
 
         Income            Value             Stock             Notes  
 
          Fund              Fund              Fund           Receivable           Total  
 
  
 
 
    $    495,368      $     42,554      $    33,405        $       -          $    741,616  
         297,595            17,862            9,234             17,700             650,260  
 
         792,963            60,416           42,639             17,700           1,391,876  
 
 
 
 
             -                 -                -                  -               483,859  
 
         283,411            83,082           74,637                -               818,355  
         283,411            83,082           74,637                -             1,302,214  
 
 
 
       1,076,374           143,498          117,276             17,700           2,694,090  
 
         142,275             6,041            6,362              6,166             697,739  
 
 
 
  
         934,099           137,457          110,914             11,534           1,996,351
 
 
 
 
         (7,560)            17,202           24,944             58,653                 -  
 
 
 
 
        926,539            154,659          135,858             70,187           1,996,351  
 
 
 
 
 
      3,837,178            207,746          226,718            211,290          10,376,160  

  
   $  4,763,717       $    362,405     $    362,576       $    281,477        $ 12,372,511  
 
 

   STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS           
   (WITH FUND INFORMATION)  
   Year Ended December 31, 1995  
 
                                                          T-Rowe             T-Rowe             T-Rowe   
                                                          Price               Price              Price

                                                        Associates           Associates        Associates  
  
                                    Portec,                 New                 Prime           Short-Term  
                                      Inc.

                                    Common                Horizons             Reserve             Bond  
 
                                  Stock Fund                Fund                  Fund             Fund  
 
  
   Additions to net assets 
   attributed to:  
 
     Investment income:  
 
       Net appreciation (depreciation)
       in fair   
 
         value of investments  $   (745,421)          $    536,820          $        -          $     20,472  
         Interest and dividends         -                  191,707                58,591              43,621  
 
                                   (745,421)               728,527                58,591              64,093  
 
 
       Contributions:  
 
     Employer's match               173,255                    -                     -                   -   
 
 
     Participants'                   73,244                141,676                80,919              68,209  
 
                                    246,499                141,676                80,919              68,209  
 
 
 
             Total additions       (498,922)               870,203               139,510             132,302  

  
   Deductions from net assets
   attributed to benefits paid
   directly to participants         392,826                361,869               176,908              41,077  
 
 
 
             Net increase (decrease) 
             prior to interfund
             transfers             (891,748)               508,334               (37,398)             91,225  
 
 
 
  
   Interfund transfers              (53,250)                (2,485)               29,210             (65,562)  
 
 
 
             Net increase 
             (decrease)            (944,998)               505,849                (8,188)             25,663       
 
 
 
   Net assets available for benefits:  
 
     Beginning of year            3,207,120              1,334,295             1,113,748             659,739  
 
 
 
     End of year               $  2,262,122           $  1,840,144          $  1,105,560        $    685,402  
 
 
 
 
 
 
 
         T-Rowe          T-Rowe           T-Rowe 
          Price           Price            Price

       Associates      Associates        Associates  
 
         Equity         Small-Cap       International     Participant  
  
         Income          Value             Stock             Notes  
 
          Fund           Fund               Fund           Receivable            Total  
 
 
 
 
 
 
   $    827,397     $     24,815       $    12,398       $        -          $    676,481  
        234,376            9,321             6,714             14,456             558,786  
 
      1,061,773           34,136            19,112             14,456           1,235,267  
 
 
 
 
 
            -                -                 -                  -               173,255  
        246,217           71,665            74,564                -               756,494  
 
        246,217           71,665            74,564                -               929,749   
 
 
       1,307,990          105,801            93,676             14,456           2,165,016  
 
 
 
 
         884,506            2,331             5,873              9,040           1,874,430  
 
  
 
 
         423,484          103,470            87,803              5,416             290,586
 
  

         15,416            25,587            39,711            11,373                  -  
 

 
        438,900           129,057           127,514            16,789              290,586  

  
 
 
 
      3,398,278            78,689            99,204           194,501           10,085,574  
 
  
   $  3,837,178      $    207,746      $    226,718      $    211,290         $ 10,376,160  
 
</TABLE>
 
 
 
   Significant Accounting Policies 
 
  
   Investment valuation and income recognition:  The Portec, Inc. 
   Savings and Investment Plan's (the Plan) investments are stated 
   at fair value.  Investments in shares of registered investment 
   company are valued at quoted market prices which represent the 
   net asset value of shares held by the Plan at year-end.  
   Investments in the Portec, Inc. (the Employer) common stock are 
   valued at its quoted market price.  Participant notes receivable 
   are valued at face value, which approximates fair value.  
   Purchases and sales of securities are recorded on trade-date 
   basis.  Interest income is recorded on the accrual basis.  
   Dividends are recorded on the ex-dividend date. 
 
  
   Payment of benefits:  Benefits are recorded when paid. 
 
  
   Accounting estimates:  The preparation of financial statements 
   in conformity with generally accepted accounting principles 
   requires management to make estimates and assumptions that 
   affect the amounts reported in the financial statements and 
   accompanying notes.  Actual results could differ from those 
   estimates. 
 
 
   Plan Description 
 
  
   The following description of the Plan provides only general 
   information.  Participants should refer to the Plan agreement 
   for a more complete description of the Plan's provisions. 
 

 
   General:  The Plan, as amended, is a defined contribution plan 
   covering all full-time salaried and hourly employees of the 
   Employer and its affiliates.  Employees are eligible to 
   participate on the first day of the calendar month following the   
   attainment of age 21 years of age.  The Plan is subject to the 
   provisions of the Employee Retirement Income Security Act of 
   1974 (ERISA) and has been amended to comply with the Tax Reform 
   Act of 1986 and subsequent revenue acts. 
 
 
   Contributions:  Each year, participants may contribute from 1 
   percent up to 15 percent, in whole percentages, of annual 
   compensation, as defined in the plan.  The Employer contributes 
   a percent of the first 6 percent of eligible compensation that a 
   participant contributes to the plan, as defined.  The Employer 
   receives a federal tax deduction for amounts contributed to the 
   Plan subject to certain limitations.  The Employer's matching 
   percentage ranges from 30 percent to 100 percent depending on 
   the ratio of the Employer's consolidated net income for the Plan 
   year to its consolidated net sales for the Plan year, as defined 
   in the Plan document.  For a ratio up to 3.8 percent, the 
   Employer contribution is 30 percent.  The contribution gradually 
   increases to 100 percent as the ratio increases to 8.6 percent.  
   For the plan years ended December 31, 1996 and 1995, the ratio 
   was 7.1 percent and 3.0 percent, respectively.  The 
   corresponding match on the first 6 percent of the participant's 
   eligible compensation that a participant contributed for 
   December 31, 1996 and 1995, was 80 percent and 30 percent, 
   respectively, as defined.  The Plan permits the Employer to 
   modify this formula provided it is amended prior to December 15 
   of the preceding Plan year.  Additional amounts may be 
   contributed at the option of the Employer's Board of Directors.  
   Contributions are subject to certain limitations. 
 
 
 
   Note 2.     Plan Description (Continued) 
 
 
   Participant accounts:  Each participant's account is credited 
   with participant contributions, the Employer's matching 
   contribution, if any, and an allocation of investment earnings.  
   The allocation is based on the participant's account balance, as 
   defined.  The benefit to which a participant is entitled is the 
   benefit that can be provided from the participant's account. 
 
 
   Vesting:  Participants' and employer's contributions and 
   earnings thereon are immediately vested. 
 
 
   Payment of benefits:  Generally, upon termination of service for 
   any reason, a participant may elect to receive a lump-sum amount 
   equal to the value of the participant's account.  At the 
   attainment of age 59-, subject to certain limitations as 
   defined, the participant may make withdrawals from his account 
   of the amounts attributable to pretax contributions and Employer 
   contributions, increased by any gains and earnings and decreased 
   by any losses attributable thereto and distributions made 
   therefrom.  The method of payment, whether in cash or stock, is 
   subject to certain conditions and elections as defined in the 
   Plan document.  Distributions from the Plan are subject to 
   federal income tax rules and regulations. 
 
 
   Investment options:  Upon enrollment in the Plan, a participant 
   may direct contributions in any of seven investment options.  At 
   December 31, 1996 and 1995, there were 453 and 420 employees, 
   respectively, participating in the Plan.  The funds are invested 
   in shares of a registered investment company except for the 
   Portec, Inc. Stock Fund which is invested in common stock of the 
   Company. 
 
 
   Portec, Inc. Common Stock Fund - Invests in common stock of 
   Portec, Inc. and temporarily in short-term money market 
   instruments.  All of the Employer match is invested in this 
   fund.  At December 31, 1996 and 1995, there were 400 and 371, 
   respectively, participants in this fund. 
 
   T-Rowe Price Associates New Horizons Fund - Invests in common 
   stock of small, rapidly growing companies in a broad range of 
   industries.    At December 31, 1996 and 1995, there were 300 and 
   270, respectively, participants in this fund. 
 
   T-Rowe Price Associates Prime Reserve Fund - Invests in 
   high-quality domestic and foreign money market securities, 
   including U.S. Treasury bills and certificates of deposit that 
   have an average maturity of 90 or fewer days.  At December 31, 
   1996 and 1995, there were 189 and 181, respectively, 
   participants in this fund. 
 
   T-Rowe Price Associates Short-Term Bond Fund - Invests primarily 
   in short-term U.S. Treasury notes and corporate bonds that have 
   an average maturity of three or fewer years.  At December 31, 
   1996 and 1995, there were 173 and 179, respectively, 
   participants in this fund. 
 
   T-Rowe Price Associates Equity Income Fund - Invests in a 
   portfolio of common stocks of established companies that pay 
   above-average dividends and have prospects of future dividend 
   increases.  At December 31, 1996 and 1995, there were 349 and 
   317, respectively, participants in this fund. 
 
   T-Rowe Price Associates Small-Cap Value Fund - Invests primarily 
   in common stocks of small companies which are believed to be 
   undervalued at the time of purchase and to have potential for 
   capital appreciation.  At December 31, 1996 and 1995, there were 
   141 and 108, respectively, participants in this fund. 
 
 
 
   Note 2.     Plan Description (Continued)
 
 
   T-Rowe Price Associates International Stock Fund - Invests in 
   common stocks of large, established non-U.S. companies that are 
   broadly diversified in Europe, the Far East, Australia, Canada, 
   and other areas.  At December 31, 1996 and 1995, there were 147 
   and 118, respectively, participants in this fund. 

  
   Participants may change their deferral elections once per month 
   and investment elections at any time. 
 
 
   Participant notes receivable:  Participants may borrow from 
   their fund accounts a minimum of $200 up to a maximum equal to 
   the lesser of $50,000 or 50 percent of their account balance.  
   Loan transactions are treated as a transfer to (from) the 
   investment fund from (to) the Participant Notes Receivable Fund. 
    Loan terms range from 1-5 years or up to 10 years for the 
   purchase of a primary residence.  The loans are collateralized 
   by the balance in the participant's account and bear interest at 
   a rate commensurate with local prevailing rates as determined by 
   the Plan administrator.  Interest rates currently range from 
   6.25 percent to 9.25 percent.  Principal and interest is paid 
   through payroll deductions. 
 
 
   Related Party Transactions 
 
 
   Certain Plan investments are shares of registered investment 
   companies managed by T-Rowe Price Associates.  T-Rowe Price 
   Trust Company is the trustee, as defined by the Plan, and, 
   therefore, these transactions qualify as party-in-interest.  
   Furthermore, T-Rowe Price Retirement Plan Service, Inc. is 
   providing plan administration services to the Plan.  Fees are 
   paid by the Employer.  Certain other administrative expenses are 
   paid by the Employer on behalf of the Plan.  The amount of these 
   expenses is not significant to the financial statements.   
 
 
   As of December 31, 1996 and 1995, the Plan held 230,561 and 
   217,220 shares, respectively, of Portec, Inc. common stock with 
   a cost of $1,706,562 and $1,550,964, respectively, and a fair 
   value of $2,276,786 and $2,090,747, respectively.  
 
 
   During the year ended December 31, 1996, 33,458 shares of 
   Portec, Inc. common stock were purchased at values ranging from 
   $8.875 to $11.125 for a total of $297,026.  In 1996, 20,117 
   shares of Portec, Inc. common stock were sold at values ranging 
   from $8.875 to $11.125 for a total of $177,765. 
 
 
   During the year ended December 31, 1995, 39,848 shares of 
   Portec, Inc. common stock were purchased at values ranging from 
   $9.50 to $13.25 for a total of $494,631.  In 1995, 44,692 shares 
   of Portec, Inc. common stock were sold at values ranging from 
   $9.50 to $13.25 for a total of $489,780. 
 
 
   Shares of the Company's common stock are either funded by the 
   Company's authorized but not issued and outstanding shares or 
   acquired through T. Rowe Price Financial Center, the Plan's   
   broker. 
 
 
   The fair values of the Portec, Inc. common stock are determined 
   by and all purchases and sales of the stock are transacted on 
   the New York Stock Exchange. 
 
 
   Plan Termination 
 
 
   Although it has not expressed any intent to do, the Employer has 
   the right under the Plan to discontinue its contributions at any 
   time and to terminate the Plan subject to the provisions of 
   ERISA.   
 
 
   Tax Status 
 
 
   The Internal Revenue Service has determined and informed the 
   Employer by a letter dated October 25, 1996, that the Plan and 
   related trust are designed in accordance with applicable 
   sections of the Internal Revenue Code (IRC).  The Plan 
   administrator and the Plan's tax counsel believe that the Plan 
   is currently being operated in compliance with the applicable 
   requirements of the IRC.   

<TABLE>
<S><C>
 
   ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES  
   December 31, 1996                                                                Schedule  I  
 
                                                           Number of                       Fair
 
   (a)   Identity of Issue/Description of Investment        Shares        Cost            Value  
 
  
   *     Portec, Inc. Common Stock                         230,561    $  1,706,562   $  2,276,786  
 
         Shares held with registered investment company:         
            T-Rowe Price Associates:      

   *        New Horizons Fund                               98,006       1,620,008      2,133,598   
   *        Prime Reserve Fund                             969,520         969,520        969,520  
   *        Short-Term Bond Fund                           153,210         750,614        715,489  
   *        Equity Income Fund                             210,563       3,447,592      4,746,100  
   *        Small-Cap Value Fund                            18,261         302,771        357,193  
 
   *        International Stock Fund                        25,895         320,783        357,349  
 
                                                                         9,117,850     11,556,035  
  
 
         Participant Notes Receivable (interest rates range  
         from 6.25 percent to 9.25 percent)                                286,744        286,744  
 
                                                                      $  9,404,594   $ 11,842,779  
 
  
   *     Identifies a party known to be a party-in-interest.  
 
  
   ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS                            
 
   Year Ended December 31, 1996                                                       Schedule VI         
 
 
                                          Purchases                              Sales   
 
                                    Total            Total      Total       Total        Total        Total
    Identity of Party Involved/   Number of        Purchase   Number of     Sales        Sales        Sales 

    Description of Asset         Purchases           Cost        Sales       Cost       Proceeds      Gains  
 
 
   Series of Transactions                                                       
   Shares of registered investment companies    
 
     T-Rowe Price Associates                                                   
 
       New Horizon Fund              43         $  369,529        50      $  131,111   $ 187,983     $  56,872  
       Prime Reserve Fund            47            240,019        33         371,804     371,804           -
       Equity Income Fund            41            633,558        50         156,264     208,337        52,073
</TABLE>