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

                                   FORM 10-QSB
(Mark One)

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

            For the quarterly period ended: March 31, 1997

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from _________ to _________

            Commission file number 1-14168

                           Bell Technology Group Ltd.
        (Exact name of small business issuer as specified in its charter)

            Delaware
      (State or other jurisdiction of incorporation or organization)

            13-3781263
      (IRS Employer Identification No.)

            295 Lafayette Street, 3rd. Floor, New York, NY  10012
      (Address of principal executive offices)

            (212) 334-8500
      (Issuer's telephone number)


      (Former name, former address and former fiscal year, if changed since last
      report)

 Check whether the issuer (1) filed all reports required to be filed by Section
 13 or 15(d) of the 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. Yes |X| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

 ** 3,044,451 shares of Common Stock as of March 31, 1997

Transitional Small Business Disclosure Format (Check One):  Yes |_|   No |X|
<PAGE>

                           Bell Technology Group Ltd.
                                and Subsidiaries

    Table of Contents

                                                                       Page No.
PART  I -  FINANCIAL INFORMATION

  Item  1.  Consolidated Balance Sheet as of March 31, 1997 and
               September 30, 1996                                         2

            Consolidated Statements of Operations
               For the Three Months Ended March 31, 1997 and 1996         3

            Consolidated Statements of Operations
               For the Six Months Ended March 31, 1997 and 1996           4

            Consolidated Statements of Cash Flows
               For the Six Months Ended March 31, 1997 and 1996           5 

            Notes to Consolidated Financial Statements                    6-7

  Item  2.  Management's Discussion and Analysis of Financial Condition   8-12
               and Results of Operations

PART  II -  OTHER INFORMATION                                             13 
<PAGE>

                   Bell Technology Group Ltd. and Subsidiaries
                           Consolidated Balance Sheets

                                                       March 31,      Sept 30,
                        Assets                           1997           1996
                                                      (Unaudited)
Current assets:
  Cash and cash equivalents                           $ 1,207,305   $ 2,342,011

  Accounts receivable, net of allowance for
   doubtful accounts of $151,676 and $64,843
   as of March 31, 1997 and September 30, 1996,
   respectively                                         3,910,353     1,847,918
  Inventories                                             799,073       758,353
  Prepaid expenses and other current assets               121,838       195,113
                                                      -----------   -----------
     Total current assets                               6,038,569     5,143,395
Property and equipment, net                             3,076,870     2,151,294
Long-term investment                                      400,000       400,000
Other assets                                              107,425       115,093
                                                      -----------   -----------
     Total assets                                     $ 9,622,864   $ 7,809,782
                                                      ===========   ===========

          Liabilities and Stockholders' Equity
Current liabilities:
  Short-term borrowings                               $ 1,526,062   $      --   
  Current portion of notes payable                         81,771        39,152
  Accounts payable                                      2,276,795     1,274,197
  Accrued expenses                                        208,823       240,116
  Deferred revenues                                       210,869       166,617
                                                      -----------   -----------
     Total current liabilities                          4,304,320     1,720,082
                                                      -----------   -----------

  Notes payable, less current portion                     337,092          --
                                                      -----------   -----------
     Total liabilities                                  4,641,412     1,720,082
                                                      -----------   -----------

  Commitments and contingencies

Stockholders' equity :
  Preferred Stock, $.01 par value; 500,000
  shares authorized; no shares issued and
  outstanding                                                --            --
  Common Stock, $.01 par value; 10,000,000
  shares authorized; 3,044,451 and 3,040,352
  shares issued and outstanding                            30,445        30,404
  Additional paid-in capital                            7,999,281     8,033,562
  Accumulated deficit                                  (3,048,274)   (1,974,266)
                                                      -----------   -----------
     Total stockholders' equity                         4,981,452     6,089,700
                                                      -----------   -----------
     Total liabilities and stockholders'
        equity                                        $ 9,622,864   $ 7,809,782
                                                      ===========   ===========

      The accompanying notes are an integral part of these consolidated balance
sheets.


                                   Page - 2 -
<PAGE>

                           Bell Technology Group Ltd.
                                and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                         Three Months Ended
                                                              March 31,
                                                        1997            1996

Revenues                                            $ 5,229,452     $ 2,342,616
Costs and expenses:
  Cost of revenues                                    4,150,593       1,877,463
  Selling, general and administrative                 1,392,533         605,720
  Depreciation and amortization (net of
    $48,783 included in cost of revenues
     for the three months ended March 31, 1997)          90,841          37,436
                                                    -----------     -----------
     Total costs and expenses                         5,633,967       2,520,619
                                                    -----------     -----------
Loss from operations                                   (404,515)       (178,003)

  Interest income (expense), net                         11,313           4,856
  Write-off of debt issuance costs                         --          (256,351)
                                                    -----------     -----------
Loss before taxes                                      (393,202)       (429,498)

Provision for taxes                                        --              --
                                                    -----------     -----------
Net loss                                            $  (393,202)    $  (429,498)
                                                    ===========     ===========

Net loss per share                                  ($     0.13)    ($     0.16)

Weighted average shares outstanding                   3,043,280       2,605,483

      The accompanying notes are an integral part of these consolidated
statements.


                                   Page - 3 -
<PAGE>

                           Bell Technology Group Ltd.
                                and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                         Six Months Ended
                                                             March 31,
                                                        1997           1996

Revenues                                            $  8,925,851    $ 4,764,877
Costs and expenses:
  Cost of revenues                                     6,940,893      3,890,703
  Selling, general and administrative                  2,882,344      1,126,707
  Depreciation and amortization (net of
    $93,799 included in cost of revenues
    for the six months ended March 31, 1997)             202,291         67,181
                                                    ------------    -----------
     Total costs and expenses                         10,025,528      5,084,591
                                                    ------------    -----------
Loss from operations                                  (1,099,677)      (319,714)

  Interest income (expense), net                          25,669        (44,061)
  Write-off of debt issuance costs                          --         (256,351)
                                                    ------------    -----------
Loss before taxes                                     (1,074,008)      (620,126)


Provision for taxes                                         --             --
                                                    ------------    -----------
Net loss                                            $ (1,074,008)   $  (620,126)
                                                    ============    ===========

Net loss per share                                  ($      0.35)   ($     0.28)

Weighted average shares outstanding                    3,042,248      2,176,097

      The accompanying notes are an integral part of these consolidated
statements.


                                   Page - 4 -
<PAGE>

                   Bell Technology Group Ltd. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                          Six Months Ended
                                                               March 31,
                                                         1997           1996
Cash flows from operating activities:
  Net loss                                           $(1,074,008)   $  (620,126)
  Adjustments to reconcile net (loss)
  to net cash used in operating activities
    Depreciation and amortization                        296,090         67,181
    Provision for bad debts                               86,833           --
     Write off of amortization of debt
      issuance costs                                        --          293,500
    Provision for deferred taxes                            --             (327)
  Changes in operating assets and liabilities:
    (Increase) in accounts receivable                 (2,149,268)       (31,884)
    Decrease (increase) in inventories                   (40,720)       267,113
    Decrease (increase) in prepaid expenses
       and other current assets                           73,275        (43,183)
    Decrease (increase) in other assets                    7,668        (68,442)
    Increase (decrease) in accounts payable            1,002,598       (904,153)
    (Decrease) in accrued expenses                       (31,293)       (23,754)
    Increase in deferred revenues                         44,252         13,239
                                                     -----------    -----------
Net cash used in operations                           (1,784,573)    (1,050,836)
                                                     -----------    -----------
Cash flows from investing activities:
  Purchases of property and equipment,
    net of landlord reimbursement                     (1,221,666)      (205,658)
                                                     -----------    -----------
Net cash used in investing activities                 (1,221,666)      (205,658)
                                                     -----------    -----------
Cash flows from financing activities:
  Net proceeds from short term borrowings              1,526,062       (711,952)
  Net proceeds of notes payable                          321,711       (332,782)
  Proceeds initial public offering, net of
    offering costs of $1,602,175                            --        7,412,819
  Proceeds from exercise of stock options                 23,760           --

                                                     -----------    -----------
Net cash provided by financing activities              1,871,533      6,368,085
                                                     -----------    -----------
Net increase (decrease) in cash and
  cash equivalents                                    (1,134,706)     5,111,591
    Cash and cash equivalents,
          beginning of period                          2,342,011        222,367

                                                     -----------    -----------
Cash and cash equivalents,
  end of period                                      $ 1,207,305    $ 5,333,958
                                                     ===========    ===========

The accompanying notes are an integral part of these consolidated statements
Page 


                                     - 5 -
<PAGE>

                           BELL TECHNOLOGY GROUP LTD.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

The consolidated balance sheets as of March 31, 1997, statements of operations
for the three and six months ended March 31, 1997 and 1996 and the statements of
cash flows for the six months ended March 31, 1997 and 1996 have been prepared
by Bell Technology Group Ltd. (the "Company") without audit. All material
inter-company accounts and transactions have been eliminated. The consolidated
results should be read in conjunction with the audited financial statements and
notes thereto included in the Company's Form 10KSB/A on file with the Securities
and Exchange Commission. Results of operations for the three month and six month
period are not necessarily indicative of the operating results for the full
year. Interim statements are prepared on a basis consistent with year-end
statements.

In the opinion of management, the unaudited interim financial statements
furnished herein include all adjustments necessary for a fair presentation of
the results of operations of the Company. All such adjustments are of a normal
recurring nature.

2.    REVOLVING CREDIT AGREEMENT

The Company (through its NAFT subsidiary with a guaranty of the Company)
presently has approximately $3.0 million available to it pursuant to a Revolving
Credit Agreement (to finance its accounts receivable and inventory) with
NationsCredit ("Nations"). As of March 31, 1997, the Company had a net
outstanding of approximately $1.9 million under this agreement. Such obligation
is secured by a continuing security interest in substantially all of the assets
of the Company. The borrowings bear interest at the prime rate plus 1.75%.
Pursuant to the terms of these agreements, NAFT is required to maintain certain
liquidity ratios which the Company is currently maintaining (a) tangible net
worth plus indebtedness subordinated to amounts owed to Nations, less prepaid
expenses, officer/employee receivables and other intangible assets of not less
than $1.4 million at the end of each fiscal quarter, and (b) a ratio of total
liabilities to tangible net worth of no greater than 2.5 to 1 at the end of each
fiscal quarter. As of March 31, 1997, NAFT had a tangible net worth of
approximately $2,608,000 and a ratio of total liabilities to tangible net worth
of 1.3 to 1, therefore keeping the Company in compliance with all requirements.
While the Credit Agreement gives Nations the right to demand repayment if it
deems itself "insecure," Nations has given the Company no indication that it is
considering utilizing this provision. Furthermore, incurring losses as the
Company builds its new businesses was anticipated in setting its covenants with
Nations in October, 1996 and the Company deems its relationship with Nations to
be normal.


                                   Page - 6 -
<PAGE>

3.     NOTES PAYABLE

The Company has entered into leases for various items of its office furniture
and equipment as well as for its telephone system. The terms on the leases call
for monthly payments of approximately $8,300 per month for 60 months. The office
furniture and equipment lease commenced in January, 1997. The telephone
equipment lease will commence when certain performance guaranties are met.

4.    COMMITMENTS AND CONTINGENCIES

In February 1996 the Company entered into a lease for its corporate headquarters
effective July 1996. The lease is for eleven years and six months starting with
an initial annual base rental of $309,250 escalating to $563,547 in the final
year. Under the lease, the landlord is to reimburse the Company $500,000 for
leasehold improvements. As of March 31, 1997 approximately $450,000 has been
received from the landlord and $50,000 has been recorded as Due from landlord.
The Company was required by the terms of the lease to maintain a letter of
credit in the amount of $400,000 for the duration of the lease. To secure its
obligation to meet such requirement, the Company has pledged a certificate of
deposit in the amount of $400,000. This amount is included in "Long-term
investments" on the Company's consolidated balance sheet at March 31, 1997 and
September 30, 1996. Under the terms of such lease, $75,000 of the letter of
credit and accompanying certificate of deposit will be released in July 1998,
and an additional $75,000 will be released in July 1999 and $150,000 of the
letter of credit will be released in July 2000, if the Company is not in default
under the terms of the lease.


                                   Page - 7 -
<PAGE>

PART I  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

General
The Company is a diversified, full service Internet solutions company and
computer systems integrator, providing a wide range of commercial Internet and
Intranet products, services and solutions. In addition, the Company provides
pre-press, video and 3-D animation, and motion capture solutions to its
commercial clients. The Company's goal is to become a business-to-business,
one-stop provider of all things related to the Internet, whose business is based
upon on-going, long term, broad based relationships with its customers.

Post Public Offering Activity

During the 12 month period following the completion of its public offering, the
Company has followed its stated plan and objective of reducing its dependency on
the sale of Apple products, while increasing its Internet related sales and
service activities. While the Company was changing its product mix, it made
substantial progress in the development of its technical resources necessary for
the delivery of Internet services. Hosting services were brought on premises and
the Company's engineering and technical staff was expanded.

Internet Operations.

Following the Company's initial public offering (January 24, 1996), the Company
hired a staff of Internet engineers, technicians, programming specialists and
sales personnel to work on developing its Internet network and support facility.
During the past 12 months, the Company has substantially completed the basic
engineering and programming activities necessary to provide dedicated Internet
access, web hosting services and Internet consulting and facilitation services.
The Company has now begun to aggressively market its Internet services and
capabilities. Revenues from Internet related activities such as web design and
interactive development, have been steadily increasing.


                                   Page - 8 -
<PAGE>

Among the agreements which the Company has entered into regarding the providing
of Internet related sales of services and products are agreements with MSNBC
Business Video and GMI (Penthouse Magazine - one of the most visited Internet
sites in the United States).

Sales of Hardware and Software:

The Company has continued to diversify its offering of hardware and software
products and to emphasize those products which: (a) are related to its Internet
services operation; (b) generate higher profit margins; (c) are of a type which
require greater after market support, and (d) experience less price competition
from mail order houses.

Specifically, the Company:

a)  provides business solutions and desktop computer integration to the media
    and publishing industries including solutions involving interactive media,
    CD ROM and World Wide Web servers and installation of computer networks
    (LANs and WANs)

b)  is a value added reseller or value added dealer in computer hardware.
    The principal manufacturers, which it represents, are: Silicon Graphics,
    Integraph, Sun Microsystems, Compaq, Apple, Cisco, and Bay networks.

c)  in conjunction with the sale of hardware, sells, installs and supports
    software programs such as Alias/Wavefront, SoftImage, Quark, Adobe,
    Macromedia and Avid.  The Company is also a Netscape Commercial Applications
    Partner and a Microsoft solutions provider.

Training :

The Company has 4 classrooms, which seat a total of 66 people and a seminar
room, which can accommodate 125 people. Each classroom is outfitted with a
different hardware and software capability such as Alias, Photoshop, etc.
Instruction is provided by both its in-house staff and specialists who are
brought in to conduct classes in their particular area of expertise. Training
classes are also at the clients' premises, depending upon the client's needs and
desires. The Company's clients include major banks, financial institutions and
advertising and graphic design firms. The Company has been designated as an
Alias Education Partner for the East coast, is an Apple Training Alliance 
Partner and an authorized training center for Netscape, Adobe, Quark, 
Macromedia and Microsoft.


                                   Page - 9 -
<PAGE>

During the first quarter of fiscal 1997, an arrangement was entered into with
Pratt Institute, a New York City College specializing in the field of Graphic
Arts, to provide classroom facilities on a contract basis.

            REVENUES FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED
                        March 31, 1997 and March 31, 1996

Consolidated revenues for the three months ended March 31, 1997 compared to the
same period in 1996, increased approximately 123% from approximately $2.3
million to approximately $5.2 million. Consolidated revenues for the six months
ended March 31, 1997 compared to the same period in 1996, increased
approximately 87% from approximately $4.8 million to approximately $8.9 million.
This increase was spread across all aspects of the Company's business.

The Company intends to focus its future operations primarily in the areas of
Internet related activities, sales of high-end computer products and systems,
training, interactive development and web sites.

        COST OF REVENUES FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED
                        March 31, 1997 and March 31, 1996

Cost of Revenues for the three months ended March 31, 1997 were approximately
$4.2 million, or approximately 79% of revenues, as compared to approximately
$1.9 million or approximately 80% of revenues for the comparable period in
fiscal 1996. Cost of Revenues for the six months ended March 31, 1997 were
approximately $6.9 million, or approximately 78% of revenues, as compared to
approximately $3.9 million or approximately 82% of revenues for the comparable
period in fiscal 1996. The increase in gross profit margin was due to the fact
that an increased percentage of sales came from sales of services, including
internet services (which generate higher profit margins) rather than sales of
products. In addition, product sales of more sophisticated computer systems
which required greater pre-sales and after market customer assistance, and
therefore generated higher profit margins, increased.

              SELLING, GENERAL AND ADMINISTRATIVE EXPENSES FOR THE
                     THREE MONTH AND SIX MONTH PERIODS ENDED
                        March 31, 1997 and March 31, 1996

For the three months ended March 31, 1997, Selling, General and Administrative
expenses increased from approximately $606,000 (or 26% of Revenues) to
approximately $1,393,000 (or 27% of Revenues). For the six months ended March
31, 1997, Selling, General and Administrative expenses increased from
approximately $1,127,000 (or 24% of Revenues) to approximately $2,882,000 (or
32% of Revenues). This increase was due primarily to an increase in payroll and
general overhead.


                                   Page - 10 -
<PAGE>

            NET LOSS FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED
                        March 31, 1997 and March 31, 1996

For the three month period ended March 31, 1997, the Company incurred a net loss
of approximately $393,000 as compared to a net loss of approximately $429,000
for the corresponding three month period ending March 31, 1996. For the six
month period ended March 31, 1997, the Company incurred a net loss of
approximately $1,074,000 as compared to a net loss of approximately $620,000 for
the corresponding six month period ended March 31, 1996. The Company expects to
continue to suffer losses for the next one or two quarters until such time as it
receives greater marketplace recognition for its Internet products and services.

LIQUIDITY AND CAPITAL RESOURCES.

The Company (through its NAFT subsidiary with a guaranty of the Company)
presently has approximately $3.0 million available to it pursuant to a Revolving
Credit Agreement (to finance its accounts receivable and inventory) with
NationsCredit ("Nations"). As of March 31, 1997, the Company had a net
outstanding of approximately $1.9 million under this agreement. The borrowings
bear interest at the prime rate plus 1.75%. Pursuant to the terms of the loan
agreement, the subsidiary of the Company engaged in the sale of products and
which is the primary obligor on the credit, is required to maintain certain
operating ratios and net worth. As discussed previously, all such covenants are
presently being met. While the Credit Agreement gives Nations the right to
demand repayment if it deems itself "insecure", Nations has given the Company no
indication that it is considering utilizing this provision. Furthermore,
incurring losses as the Company builds its new businesses was anticipated in
setting its covenants with Nations in October 1996 and the Company deems its
relationship with Nations to be normal.

The Company had a negative cash flow of approximately $1.1 million for the six
months ended March 31, 1997. This resulted in part from a cash loss in
operations of approximately $1,785,000 which represents the net loss of 
approximately $1,074,000, the increase in accounts receivable of
approximately $2.1 million (offset in part, by the increase in accounts payable
of approximately $1.0 million). In addition, the Company purchased property and
equipment in the amount of approximately $1,222,000 and increased short-term
borrowings of $1,526,000.


                                   Page - 11 -
<PAGE>

The variances in the Statements of Cash Flows between the six months ended March
31, 1997 and the six months ended March 31, 1996 are a reflection of the
development of the Company during 1996, which is discussed above, and the
Company's initial public offering which closed in the second quarter of fiscal
1996 and the aggressive expansion program which followed. The significant
increase in capital expenditures is due to the Company's continuing focus on the
development of its Internet related activities which included the purchase of
servers, routers, cabinets, monitors and other equipment necessary to create and
expand the equipment used to host web sites.

Due to the Company's negative cash flow from operations and past and future
expenditures under its aggressive program of capital expenditures, the Company
expects to continue to suffer losses for the next one or two quarters until such
time as it receives greater marketplace recognition for its Internet products
and services. While the Company does not anticipate failing to comply with the
financial covenants discussed above, it must either increase its borrowings
under its Nations line of credit, and/or raise additional equity or loan capital
from outside sources. There can be no assurance that the Company could
successfully raise such additional capital.

In March, the Company signed a letter of intent with Finova Capital Corp. for a
chattel mortgage on its Internet and other computer equipment in the amount of
$865,000. This mortgage loan subsequently closed in April, 1997. The loan is a
three-year, level payment, self-liquidating loan at an interest rate of 12.19%
per annum.

In February, 1997, the Company filed Form SB-2 for a warrant exchange whereby a
warrant holder who elected to exercise their existing stock purchase warrants at
a price of $7.50 per share would receive a share of common stock at a price of
$7.50 per share and a new warrant to purchase additional shares. The terms of
the new warrant have not been determined and the filing is still pending. If the
Company elects to proceed with such exchange, the maximum amount of cash, which
it could raise, would be approximately $4,575,000. However, the Company could
raise significantly less money than the maximum due to the failure of warrant
holders to accept such exchange.

Recently Issued Accounting Standards

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. This
statement establishes standards for computing and presenting earnings per 
share (EPS), replacing the presentation of currently required primary EPS with
a presentation of Basic EPS, For entities with complex capital structures, the
statement requires the dual presentation of both Basic EPS and Diluted EPS 
on the face of the statement of operations. Under this new standard Basic 
EPS is computed based on weighted average shares outstanding and excludes
any potential dilution. Diluted EPS reflects potential dilution from the 
exercise or conversion of securities into common stock or from other contracts
to issue common stock and is similar to the currently required fully diluted
EPS, SFAS 128 is effective for financial statements issued for periods
ending after December 15, 1997, including interim periods, and earlier
application is not permitted. When adopted, the Company will be required to 
restate its EPS data for all prior periods presented. The Company does not
expect the impact of the adoption of the statement to be material to
previously reported EPS amounts.


Forward Looking Statements

The foregoing management discussion and analysis contains certain forward
looking statements. Due to the fact that the Company faces intense competition
in a business characterized by rapidly changing technology, actual results and
outcomes may differ materially from any such forward looking statements. Future
results of operations are, in general, difficult to forecast due to the fast
moving pace of the industry.


                                   Page - 12 -
<PAGE>

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

Not applicable

Item 5.   Other Information

Not applicable

Item 6.   Exhibits and Reports on form 8-K

Not applicable


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.

Bell Technology Group Ltd.


Date:  May 15, 1997     By: /s/ Marc H. Bell
                            -------------------------------------------------
                            Marc H. Bell, President & CEO


Date:  May 15, 1997     By: /s/ Robert B. Bell
                            -------------------------------------------------
                            Robert B. Bell, Exec. Vice President & CFO


Date:  May 15, 1997     By: /s/ Alan Levy
                            -------------------------------------------------
                            Alan Levy, Treasurer and Chief Accounting Officer


                               Page - 13 -