UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
                  
                         FORM 10-Q
(Mark one)

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

For the quarterly period ended     September 27, 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               1-8120                        

                         BAIRNCO CORPORATION              
        (Exact name of registrant as specified in its charter)

              Delaware                          13-3057520 
    (State or other jurisdiction of            (IRS Employer      
     incorporation or organization)         Identification No.)

      2251 Lucien Way, Suite 300, Maitland, FL             32751  
      (Address of principal executive offices)          (Zip Code)

                             (407) 875-2222      
          (Registrant's telephone number, including area code)

                                                        
(Former name, former address and former fiscal year, if changed since last
 report)
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
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes     X        No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS)

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

(APPLICABLE ONLY TO CORPORATE ISSUERS)

Indicate the number of shares outstanding of each issuer's classes of common
stock, as of the latest practicable date.

9,008,784 shares of Common Stock Outstanding as of October 31, 1997.
                                                                      



"Safe Harbor" Statement under the Private Securities Reform Act of 1995

Certain of the statements contained in this Quarterly Report (other than the
financial statements and statements of historical fact), including, without 
limitation, statements as to management expectations and beliefs presented 
under the caption "Management's Discussion and Analysis of Financial 
Condition and Results of Operations", are forward-looking statements.  
Forward-looking statements are made based upon management's expectations and
belief concerning future developments and their potential effect upon the 
Corporation.  There can be no assurance that future developments will be in 
accordance with management's expectations or that the effect of future 
developments on the Corporation will be those anticipated by management.

The Corporation wishes to caution readers that the assumptions which form 
the basis for forward-looking statements with respect to or that may impact 
earnings for the year ended December 31, 1997 and thereafter include many 
factors that are beyond the Corporation's ability to control or estimate 
precisely.  These risks and uncertainties include, but are not limited to, 
the market demand and acceptance of the Corporation's existing and new 
products, the impact of competitive products, changes in the market for 
raw or packaging materials which could impact the Corporation's 
manufacturing costs, changes in product mix, changes in the pricing of the 
products of the Corporation or its competitors, the loss of a significant 
customer or supplier, production delays or inefficiencies, the costs and 
other effects of complying with environmental regulatory requirements, the 
costs and other effects of legal and administrative cases and proceedings, 
settlements and investigations, and changes in US or international economic 
or political conditions, such as inflation or fluctuations in interest or 
foreign exchange rates.

While the Corporation periodically reassesses material trends and 
uncertainties affecting the Corporation's results of operations and 
financial condition in connection with its preparation of management's 
discussion and analysis contained in its quarterly reports, the Corporation 
does not intend to review or revise any particular forward-looking statement 
referenced herein in light of future events.




PART I - FINANCIAL INFORMATION

Item 1:	FINANCIAL STATEMENTS

<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE QUARTERS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
(Unaudited)

<CAPTION>
                                     1997            1996       
<S>                                  <C>             <C>
Net sales                            $ 39,814,000    $ 36,152,000
Cost of sales                          26,228,000      23,645,000
Gross profit                           13,586,000      12,507,000
Selling and administrative expenses     9,717,000       8,965,000
Operating profit                        3,869,000       3,542,000
Interest expense, net                     486,000         417,000
Income before income taxes              3,383,000       3,125,000
Provision for income taxes              1,218,000       1,187,000 
Net Income                           $  2,165,000    $  1,938,000

Primary and fully diluted earnings
per share of common stock  (Note 2)  $       0.23    $       0.20

Dividends per share of common stock  $       0.05    $       0.05



The accompanying notes are an integral part of these financial statements.
</TABLE>




<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
(Unaudited)

<CAPTION>
                                      1997             1996       
<S>                                   <C>              <C> 
Net sales                             $118,387,000     $111,569,000
Cost of sales                           77,713,000       72,368,000
Gross profit                            40,674,000       39,201,000
Selling and administrative expenses     28,814,000       27,862,000
Operating profit                        11,860,000       11,339,000
Interest expense, net                    1,361,000        1,265,000
Income before income taxes              10,499,000       10,074,000
Provision for income taxes               3,814,000        3,828,000 
Net Income                            $  6,685,000     $  6,246,000

Primary and fully diluted earnings
per share of common stock  (Note 2)   $       0.71     $       0.63

Dividends per share of common stock   $       0.15     $       0.15


The accompanying notes are an integral part of these financial statements.
</TABLE>


<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
AS OF SEPTEMBER 27, 1997 AND DECEMBER 31, 1996
(Unaudited)

<CAPTION>
                                         1997           1996        
<S>                                      <C>            <C>
ASSETS
Current assets:		
Cash and cash equivalents                $  1,121,000   $    855,000
Accounts receivable, less allowances of
 $989,000 and $822,000, respectively       25,830,000     21,476,000
Inventories (Note 3)                       26,449,000     23,499,000
Deferred income taxes                       2,922,000      2,922,000
Other current assets                        2,338,000      3,748,000
  Total current assets                     58,660,000     52,500,000 

Plant and equipment, at cost               89,050,000     84,531,000 
Less - Accumulated depreciation and 
 amortization                             (49,294,000)   (46,255,000)
Plant and equipment, net                   39,756,000     38,276,000
Cost in excess of net assets of 
 purchased businesses                       7,674,000      7,922,000
Other assets                                3,978,000      3,902,000 
                                         $110,068,000  	$102,600,000

LIABILITIES & STOCKHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt                          $  3,268,000   $  3,337,000
Current maturities of long-term debt            9,000        125,000
Accounts payable                            9,425,000      7,383,000
Accrued expenses (Note 4)                  11,254,000     11,314,000
  Total current liabilities                23,956,000     22,159,000

Long-term debt                             28,867,000     24,717,000
Deferred income taxes                       3,100,000      3,114,000
Other liabilities                           3,094,000      3,146,000
Stockholders' Investment:	
 Preferred stock, par value $.01, 
  5,000,000 shares authorized, none 
  issued                                          --	            --
 Common stock, par value $.01, 
  30,000,000 shares authorized, 
  11,156,149 and 11,155,499 shares
  issued, respectively                        112,000        112,000
 Paid-in capital                           49,007,000     49,004,000
 Retained earnings                         21,160,000     15,858,000
 Currency translation adjustment            1,625,000      2,282,000
 Treasury stock, at cost, 2,147,365 
  and 1,741,965 shares, respectively      (20,853,000)   (17,792,000)
   Total stockholders' investment          51,051,000     49,464,000
                                         $110,068,000   $102,600,000

The accompanying notes are an integral part of these financial statements.
</TABLE>


<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
(Unaudited)

<CAPTION>

                                           1997           1996
<S>                                        <C>            <C>
Cash Flows from Operating Activities:
Net Income                                 $  6,685,000   $  6,246,000  
Adjustments to reconcile to net cash 
 provided by operating activities:
  Depreciation and amortization               5,025,000      5,005,000  
  Gain (loss) on disposal of plant and 
   equipment                                    (15,000)        37,000  
  Deferred income taxes                         (14,000)         3,000  
  Change in operating assets and 
   liabilities:
    (Increase) in accounts receivable        (4,354,000)    (1,534,000)
    (Increase) in inventories                (2,950,000)      (401,000)
    Decrease (increase) in other current 
     assets                                     860,000     (1,064,000)
    Increase in accounts payable              2,042,000        263,000  
    (Decrease) in accrued expenses             (504,000)      (318,000)
    Other                                      (855,000)      (745,000)
Net cash provided by operating activities     5,920,000      7,492,000  

Cash Flows from Investing Activities:
 Capital Expenditures                        (7,050,000)    (8,296,000)
 Proceeds from collection on notes 
  receivable                                  2,011,000        620,000  
 Proceeds from sales of plant and equipment     141,000         67,000  
Net cash (used in) investing activities      (4,898,000)    (7,609,000)

Cash Flows from Financing Activities:
 Net borrowings of external debt              4,161,000      4,947,000  
 Payment of dividends                        (1,379,000)    (1,466,000)
 Purchase of treasury stock                  (3,061,000)    (3,976,000)
 Exercise of stock options                        3,000        372,000  
Net cash (used in) financing activities        (276,000)      (123,000) 

Effect of foreign currency exchange rate 
 changes on cash and cash equivalents          (480,000)       258,000  

Net increase in cash and cash equivalents       266,000         18,000  
Cash and cash equivalents, beginning of 
 period                                         855,000        608,000  
Cash and cash equivalents, end of period   $  1,121,000   $    626,000  




The accompanying notes are an integral part of these financial statements.
</TABLE>


BAIRNCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 27, 1997
(Unaudited)


(1)	Basis of Presentation

The accompanying consolidated condensed financial statements include the 
accounts of Bairnco Corporation and its subsidiaries ("Bairnco" or the 
"Corporation") after the elimination of all material intercompany accounts 
and transactions.

The unaudited consolidated condensed financial statements included herein 
have been prepared pursuant to the rules and regulations of the Securities 
and Exchange Commission.  Certain information and note disclosures which are 
normally included in annual financial statements prepared in accordance with 
generally accepted accounting principles have been condensed or omitted 
pursuant to those rules and regulations, although the Corporation believes 
that the disclosures made are adequate to make the information presented not 
misleading.

The consolidated results of operations for the quarter and nine months ended 
September 27, 1997, are not necessarily indicative of the results of 
operations for the full year.  


(2)	Earnings per Common Share

Earnings per common share, which are based on the weighted average number of 
shares outstanding, adjusted for the dilutive effect of stock options, is the
same on both a primary and fully- diluted basis.
 
                       Third Quarter            First Nine Months
                      1997       1996           1997        1996
   Primary         9,254,000   9,829,000     9,374,000   9,955,000
   Fully Diluted   9,290,000   9,829,000     9,475,000   9,955,000

Statements regarding the computation of earnings per share for the quarters 
and nine month periods ended September 27, 1997 and September 28, 1996 are 
included as Exhibit 11.1 and Exhibit 11.2, respectively, to this Quarterly 
Report on Form 10-Q.

In February 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS 128").  
SFAS 128 establishes new standards for computing and presenting earnings per 
share ("EPS").  Specifically, SFAS 128 replaces the presentation of primary 
EPS with a presentation of basic EPS, requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and 
denominator of the basic EPS computation to the numerator and denominator of 
the diluted EPS computation.  SFAS 128 is effective for financial statements 
issued for periods ending after December 15, 1997; earlier application is not
permitted.  EPS for the quarters and nine month periods ended September 27, 
1997 and September 28, 1996 computed under SFAS 128 would not be different 
than that previously computed.


(3)	Inventories

Inventories consisted of the following as of September 27, 1997 and December 
31, 1996:

                                      1997           1996       

   Raw materials and supplies   $  5,676,000   $  4,733,000
   Work in process                 6,990,000      5,999,000
   Finished goods                 13,783,000     12,767,000
     Total inventories          $ 26,449,000   $ 23,499,000


(4)	Accrued Expenses

Accrued expenses consisted of the following as of September 27, 1997 and 
December 31, 1996:

                                      1997           1996       

   Salaries and wages            $ 2,453,000    $ 2,708,000
   Income taxes                    1,077,000        245,000
   Insurance                       1,918,000      2,648,000
   Litigation                      1,689,000      1,654,000
   Other accrued expenses          4,117,000      4,059,000
     Total accrued expenses      $11,254,000    $11,314,000


(5)	Contingencies

Bairnco Corporation and its subsidiaries are defendants in certain legal 
actions which are discussed more fully in Part II, Item 1 ("Legal 
Proceedings") of this filing.




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

The following discussion should be read in conjunction with the accompanying 
Consolidated Condensed Financial Statements and related notes and with 
Bairnco's Audited Consolidated Financial Statements and related notes for the
year ended December 31, 1996.
 
Bairnco Corporation is a diversified multinational company that operates two 
distinct businesses under the names Arlon and Kasco.

Engineered materials and components are designed, manufactured and sold under
the Arlon brand identity to electronic, industrial and commercial markets.  
These products are based on a common technology in coating, laminating and 
dispersion chemistry.  Arlon's principal products include high performance 
materials for the printed circuit board industry, cast and calendered vinyl 
film systems, custom engineered laminates and pressure sensitive adhesive 
systems, and calendered and extruded silicone rubber insulation products used
in a broad range of industrial, consumer and commercial products.

Replacement products and services are manufactured and distributed under the 
Kasco name principally to retail food stores and meat, poultry and fish 
processing plants throughout the United States, Canada and Europe.  The 
principal products include replacement band saw blades for cutting meat, 
fish, wood and metal, and on site maintenance services for the retail food 
industry primarily in the meat and deli departments.  Kasco also distributes 
equipment to the food industry in Eastern Canada and France. These products 
are sold under a number of brand names including Kasco in the United States 
and Canada, Atlantic Service in the United Kingdom, and Bertram & Graf and 
Biro in Continental Europe.


Comparison of Third Quarter 1997 to Third Quarter 1996

Sales in the third quarter 1997 were $39,814,000, an increase of 10.1% from 
$36,152,000 in 1996.  Arlon sales increased 12.8% due to improved sales in 
most markets.  Kasco sales increased 4.0% due to the increased sales 
primarily in the seasonings for ready to cook foods for supermarkets and 
special product areas.

Gross profit increased 8.6% to $13,586,000 from $12,507,000 primarily due to 
the increased sales.  The gross profit margin as a percent of sales decreased
from 34.6% to 34.1% due to continuing price pressures primarily in the 
commercial communications markets and lower yields and efficiencies primarily
due to volume swings at three plants.

Selling and administrative expenses increased 8.4% to $9,717,000 from 
$8,965,000 primarily as the result of the impact of increased sales and the 
continuing investment in the development of new products and improved 
quality.  As a percent of sales, selling and administrative expenses were 
reduced to 24.4% from 24.8%.

Interest expense increased $69,000 to $486,000 for the third quarter from 
$417,000 last year.  This increase was the result of higher average 
borrowings in the current quarter.

The effective tax rate for the third quarter of 1997 was 36% down from 38% in
1996.  The provision for income taxes in both periods includes all applicable
federal, state, local and foreign income taxes.

Net income increased 11.7% to $2,165,000 as compared to $1,938,000 in the 
third quarter of 1996.  Earnings per share increased 15.0% to $.23 from $.20 
as a result of the increased net income and the reduced number of shares 
outstanding.

Comparison of First Nine Months 1997 to First Nine Months 1996

Sales for the first nine months of 1997 increased 6.1% to $118,387,000 from 
$111,569,000 in 1996.  The increase in sales was attributable to the growth 
in Arlon's sales during the second and third quarters of 1997.

Gross profit increased $1,473,000 to $40,674,000, or 3.8% in 1997, from 
$39,201,000 in the first nine months of 1996.  The gross profit margin as a 
percent of sales decreased from 35.1% to 34.4%, primarily due to the sales 
mix changes in Arlon's business, continuing price pressures and lower yields 
and efficiencies due to volume swings at three plants.  Kasco's gross profit 
margin as a percent of sales continued to improve during 1997 with the 
elimination of most of the low margin equipment distribution business in 
Canada at the end of 1996.

Selling and administrative expenses increased 3.4% to $28,814,000 from 
$27,862,000.  As a percent of sales, selling and administrative expenses 
decreased to 24.3% from 25.0%.

Interest expense increased $96,000 from the first nine months of 1996.  This 
increase was primarily the result of higher average borrowings in the second 
and third quarters of 1997.

The effective tax rate for the first nine months of 1997 was 36.3% versus 38%
in 1996.  The provision for income taxes in both periods includes all 
applicable federal, state, local and foreign income taxes.

Net income increased 7.0% to $6,685,000 as compared to $6,246,000 in the 
first nine months of 1996.  Earnings per share increased 12.7% to $.71 from 
$.63 as a result of increased net income and fewer average shares outstanding.


Liquidity and Capital Resources

At September 28, 1997, Bairnco had working capital of $34.7 million compared 
to $30.3 million at December 31, 1996.  The increase in accounts receivable 
relates primarily to the increased sales activity during the latter half of 
the third quarter of 1997 over that of the fourth quarter 1996.  Other 
current assets decreased as a result of the anticipated tax refund received 
during the first quarter of 1997.  The increase in accounts payable results 
primarily from the corresponding increase in inventories.

During the third quarter Bairnco repurchased 22,800 shares of its common 
stock bringing the total shares repurchased in 1997 to 405,400.

At September 27, 1997, Bairnco's total debt outstanding was $32,144,000 
compared to $28,179,000 at the end of 1996.  This increase was primarily due 
to the stock repurchases and the payment of casualty insurance claims.  At 
September 27, 1997 approximately $21.1 million was available for borrowing 
under the Corporation's secured reducing revolving credit agreement, as 
amended.  In addition, approximately $5.5 million was available under various
short-term domestic and foreign uncommitted credit facilities.  

Bairnco made approximately $2.4 million of capital expenditures during the 
third quarter of 1997 bringing the total capital expenditures for the nine 
months ended September 27, 1997 to $7.1 million.  Total capital expenditures 
in 1997 are expected to be approximately $10 million.

Cash provided by operating activities plus the amounts available under the 
existing credit facilities are expected to be sufficient to fulfill Bairnco's
anticipated cash requirements in 1997.

Other Matters

Bairnco Corporation and its subsidiaries are defendants in a number of legal 
actions and proceedings which are discussed in more detail in Part II, Item 1
("Legal Proceedings") of this filing.  Management of Bairnco believes that 
the disposition of these actions and proceedings will not have a material 
adverse effect on the consolidated results of operations or the financial 
position of Bairnco Corporation and its subsidiaries as of September 27, 1997.

Effective August 11, 1997, James W. Lambert was appointed Corporate 
Controller of Bairnco.  Mr. Lambert was formerly Manager of Group Financial 
Planning and Analysis with Air Products and Chemicals Inc. of Allentown, PA.

On Saturday, October 4, 1997, Arlon's manufacturing facility located in Bear,
Delaware, went on strike.  The Arlon product lines located at this facility 
are the Microwave Materials operation and the Silicone Technologies 
operation.  On October 16, 1997, there was a succesful resolution of the 
work stoppage with the Union agreeing to a new three year contract.


Outlook

Management is not aware of any adverse trends that would materially affect 
the Corporation's strong financial position.  It is expected that 1997 will 
be another year of continued improvement.




PART II - OTHER INFORMATION

Item 1:	LEGAL PROCEEDINGS

Since its announcement in January 1990 of its intention to spin off Keene, 
Bairnco has been named as a defendant in a number of individual personal 
injury and wrongful death cases in which it is alleged that Bairnco is 
derivatively liable for the asbestos-related claims against Keene.  On 
December 6, 1993, Keene filed for protection under Chapter 11 of the 
Bankruptcy Code.  On June 8, 1995, the Creditors' Committee commenced an 
adversary proceeding in the Bankruptcy Court against Bairnco, certain of its 
present and former officers and directors, and others alleging that the 
transfer of assets for value by Keene to other subsidiaries of Bairnco, and 
the spin-offs of certain subsidiaries by Bairnco, were fraudulent and 
otherwise violative of law and seeking compensatory damages of $700 million, 
plus interest and punitive damages (the "Transactions Lawsuit").  The 
complaint in the Transactions Lawsuit includes a count under the civil RICO 
statute, 18 U.S.C. Section 1964, pursuant to which any compensatory damages 
are trebled.

Bairnco is party to a separate action brought by Keene in the United States 
Bankruptcy Court for the Southern District of New York in which Keene seeks 
the exclusive benefit of tax refunds attributable to the carryback by Keene 
of certain net operating losses ("NOL Refunds"), notwithstanding certain 
provisions of tax sharing agreements between Keene and Bairnco (the 
"NOL Lawsuit").  (After filing the NOL Lawsuit, Keene ceded control of the 
action to the Creditors' Committee.)  Pending resolution of the NOL Lawsuit, 
any refunds actually received are to be placed in escrow.  Through September 
27, 1997, approximately $28.5 million of NOL Refunds had been received and 
placed in escrow.  There can be no assurance whatsoever that resolution of 
the NOL Lawsuit will result in the release of any portion of the NOL Refunds
to Bairnco. 

Keene's plan of reorganization was approved and became effective on July 31, 
1996.  The plan, as approved, creates a Creditors Trust that has succeeded to
all of Keene's asbestos liabilities, and also has succeeded to the right to 
prosecute both the Transactions Lawsuit and the NOL Lawsuit.  The plan also 
includes a permanent injunction under which only the Creditors Trust, and no 
other entity, can sue Bairnco in connection with the claims asserted in the 
Transactions Lawsuit.  

By order entered April 10, 1997, the Transaction Lawsuit was transferred from
the Bankruptcy Court to the United States District Court for the Southern 
District of New York, where it will be litigated.  On September 15, 1997, 
Bairnco and other defendants filed motions to dismiss the complaint for 
failure to state a claim as well as motions for summary judgment on the 
grounds that the complaint is time-barred.  Further briefing on these motions
is expected to be completed by the end of the year.  There can be no 
assurance that the motions described above will result in dismissal of the 
Transaction Lawsuit or any part thereof.

Management believes that Bairnco has meritorious defenses to all claims or 
liability purportedly derived from Keene and that it is not liable, as an 
alter ego, successor, fraudulent transferee or otherwise, for the 
asbestos-related claims against Keene or with respect to Keene products. 

Bairnco Corporation and its subsidiaries are defendants in a number of other 
actions.  Management of Bairnco believes that the disposition of these other 
actions, as well as the actions and proceedings described above, will not 
have a material adverse effect on the consolidated results of operations or 
the financial position of Bairnco Corporation and its subsidiaries as of 
September 27, 1997.


Item 2:	OTHER INFORMATION

None.


Item 3:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 4:	EXHIBITS

Exhibit 11.1:	Calculation of Primary and Fully Diluted Earnings per Share 
for the Quarters ended September 27, 1997 and September 28, 1996.

Exhibit 11.2:	Calculation of Primary and Fully Diluted Earnings per Share 
for the Nine Months ended September 27, 1997 and September 28, 1996.



SIGNATURES



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



BAIRNCO CORPORATION   
(Registrant)               

/s/ J. Robert Wilkinson                       
J. Robert Wilkinson                           
Vice President Finance and Treasurer
(Chief Financial Officer)                     

DATE:  November 10, 1997



EXHIBITS 
TO FORM 10-Q
FOR QUARTER ENDED

September 27, 1997