FORM 10-Q
                                    --------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
(Mark One)

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

For the Quarter Ended              June 30, 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 No.                   0-9600
                   -------------------------------------------------------------

                                    CPAC, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

               New York                                   16-0961040
----------------------------------------       ---------------------------------
   (State or Other Jurisdiction of          (IRS Employer Identification Number)
    Incorporation or Organization)
2364 Leicester Rd., Leicester, New York                     14481
----------------------------------------       ---------------------------------
(Address of Principal Executive Offices)                  (ZIP Code)

Registrant's telephone number, including area code:   (716) 382-3223
                                                   -----------------------------

Securities registered under Sec. 12(g) of the Act:

                           $.01 Par Value Common Stock
--------------------------------------------------------------------------------
                                (Title of Class)

The Registrant 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 and has
been subject to such filing requirements for the past 90 days.

      Yes [ X ]   No [    ]

As of June 30, 1997, there were outstanding 7,157,901 shares of the Company's
Common Stock, $.01 Par Value.  Options for 712,480 shares of the Company's
Common Stock are outstanding but have not yet been exercised.  Shares to cover
the options will not be issued until they are exercised.


                          CPAC, INC. AND SUBSIDIARIES
                           --------------------------

                                     INDEX
                                     -----


PART I   FINANCIAL INFORMATION                                             PAGE
         ---------------------                                             ----

  Item 1.   Financial Statements

         CPAC, Inc. and Subsidiaries Consolidated
            Balance Sheets - June 30, 1997 (Unaudited),
            and March 31, 1997                                               3

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Operations - Three Months Ended
            June 30, 1997, and June 30, 1996 (Unaudited)                     4

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Cash Flows - Three Months Ended
            June 30, 1997, and June 30, 1996 (Unaudited)                     5

         Notes to Consolidated Financial Statements                          6

  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                              7

PART II  OTHER INFORMATION
         -----------------

  Item 1.   Legal Proceedings                                               11

  Item 2.   Changes in Securities                                           11

  Item 3.   Defaults Upon Senior Securities                                 11

  Item 4.   Submission of Matters to a Vote of
            Security Holders                                                11

  Item 5.   Other Information                                               11

  Item 6.   Exhibits and Reports on Form 8-K                                11

SIGNATURE PAGE                                                              13

EXHIBIT INDEX                                                               14
<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                                    CONSOLIDATED BALANCE SHEETS
                                                    ---------------------------
                                                               ASSETS
                                                               ------
<CAPTION>
                                                                                 JUNE 30, 1997           MARCH 31, 1997
                                                                                 -------------           --------------
                                                                                  (Unaudited)                (Note)
<S>                                                                            <C>                     <C>
Current assets:
   Cash and cash equivalents                                                   $     18,304,286        $     15,106,868
   Accounts receivable (net of allowance for doubtful
     accounts of $589,000 and $587,000, respectively)                                13,603,269              13,776,933
   Inventory                                                                         16,243,553              17,209,020
   Prepaid expenses and other current assets                                          2,131,654               2,079,016
                                                                               ----------------        ----------------
        Total current assets                                                         50,282,762              48,171,837
Property, plant and equipment, net                                                   16,472,249              16,627,595
Goodwill and intangible assets (net of amortization of
   $1,692,519 and $1,594,118, respectively)                                           2,318,186               2,426,854
Other assets                                                                          1,727,755               1,789,846
                                                                               ----------------        ----------------

                                                                               $     70,800,952        $     69,016,132
                                                                               ================        ================
<CAPTION>
                                                LIABILITIES AND SHAREHOLDERS' EQUITY
                                                ------------------------------------
<S>                                                                            <C>                     <C>
Current liabilities:
   Current portion of long-term debt                                           $        125,154        $        137,612
   Accounts payable                                                                   4,454,987               4,066,593
   Accrued payroll and related expenses                                               1,432,053               1,877,859
   Accrued income taxes payable                                                       1,146,517                 210,481
   Other accrued expenses and liabilities                                             2,894,771               3,434,274
                                                                               ----------------        ----------------
     Total current liabilities                                                       10,053,482               9,726,819

Long-term debt, net of current portion                                                6,681,539               6,740,535
Accrued deferred compensation                                                           561,824                 566,047
Accrued royalty                                                                       1,627,103               1,627,103
Other long-term liabilities                                                             767,790                 736,790
Minority interest in foreign subsidiary                                                  40,542                  38,240
Shareholders' equity:
   Common stock, par value $0.01 per share;
     Authorized 20,000,000 shares;
     Issued 7,243,208 shares and 7,228,524 shares,
        respectively                                                                     72,432                  72,286
   Additional paid-in capital                                                        26,708,042              26,598,238
   Retained earnings                                                                 25,388,112              23,710,911
Foreign currency translation adjustment                                                (509,726)               (210,649)
                                                                               ----------------        ----------------
                                                                                     51,658,860              50,170,786
Less:  Treasury stock, at cost, 85,307 shares                                          (590,188)               (590,188)
                                                                               ----------------        ----------------
   Total shareholders' equity                                                        51,068,672              49,580,598
                                                                               ----------------        ----------------

                                                                               $     70,800,952        $     69,016,132
                                                                               ================        ================
<FN>
           Note:  The balance sheet at March 31, 1997 has been taken from the audited financial statements of that date.
</TABLE>

<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                               -------------------------------------
                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                                  JUNE 30, 1997 AND JUNE 30, 1996
                                                  -------------------------------

                                                             UNAUDITED
                                                             ---------




<CAPTION>
                                                                              1997                        1996
                                                                              ----                        ----
<S>                                                                    <C>                          <C>
Net sales                                                              $      22,023,718            $     22,521,558
                                                                       -----------------            ----------------

Costs and expenses:
   Cost of sales                                                              11,733,628                  11,666,105
   Selling, administrative and
     engineering expenses                                                      7,368,289                   7,587,198
   Research and development expense                                              165,170                     161,885
   Minority interest in consolidated
     foreign subsidiary                                                            2,302                         731
   Interest (income) expense, net                                                (67,872)                     41,874
                                                                       -----------------            ----------------
                                                                              19,201,517                  19,457,793
                                                                       -----------------            ----------------

Income before income tax expense                                               2,822,201                   3,063,765

Provision for income tax expense                                               1,145,000                   1,246,000
                                                                       -----------------            ----------------

        Net income                                                     $       1,677,201            $      1,817,765
                                                                       =================            ================

Income per common share
   (Primary and Fully Diluted):

        Net income                                                     $           0.23             $           0.24
                                                                       ================             ================

Common shares outstanding - fully diluted                                      7,265,473                   7,475,810
                                                                       =================            ================




</TABLE>


<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               -------------------------------------
                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                                  JUNE 30, 1997 AND JUNE 30, 1996
                                                  -------------------------------

                                                             UNAUDITED
                                                             ---------

<CAPTION>
                                                                                        1997                   1996
                                                                                        ----                   ----
<S>                                                                               <C>                    <C>
Cash flows from operating activities:
   Net income                                                                     $    1,677,201         $    1,817,765
                                                                                  --------------         --------------
   Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:
        Depreciation and amortization                                                    555,979                507,151
        Amortization of intangible assets                                                 64,563                 70,352
   Changes in assets and liabilities, net of effects of
     business acquisitions:
        Accounts receivable                                                              116,218               (409,559)
        Inventory                                                                        896,871             (1,537,132)
        Accounts payable                                                                 369,581             (1,052,731)
        Accrued expenses & liabilities                                                   (67,545)               810,125
        Accrued deferred compensation                                                     (6,596)                13,293
        Other changes, net                                                                96,772                261,036

                                                                                  --------------         --------------
          Total adjustments                                                            2,025,843             (1,337,465)
                                                                                  --------------         --------------
            Net cash provided by operating activities                                  3,703,044                480,300
                                                                                  --------------         --------------

Cash flows from investing activities:
   Purchase of property, plant, and equipment, net                                      (470,195)              (480,977)
                                                                                  --------------         --------------
        Net cash used in investing activities                                           (470,195)              (480,977)
                                                                                  --------------         --------------

Cash flows from financing activities:
   Issuance of common stock, net                                                          73,950                 54,562
   Repayment of long-term borrowings                                                    (106,305)               (84,333)
                                                                                  --------------         --------------
        Net cash used in financing activities                                            (32,355)               (29,771)
                                                                                  --------------         --------------
   Effect of exchange rate changes on cash                                                (3,076)
                                                                                  --------------         --------------

        Net increase (decrease) in cash
          and cash equivalents                                                         3,197,418                (30,448)
Cash and cash equivalents - beginning of period                                       15,106,868             13,667,286
                                                                                  --------------         --------------
Cash and cash equivalents - end of period                                         $   18,304,286         $   13,636,838
                                                                                  ==============         ==============
</TABLE>



                          CPAC, INC. AND SUBSIDIARIES
                           --------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   UNAUDITED
                                    --------


1. - CONSOLIDATED FINANCIAL STATEMENTS
     ---------------------------------

    The consolidated balance sheets, the consolidated statements of operations
and the consolidated statements of cash flows for the three-month periods ended
June 30, 1997 and June 30, 1996 have been prepared by the Company without audit.
In the opinion of management, all adjustments necessary to present fairly the
financial position, results of operations, and changes in cash flows at June 30,
1997 (which include only normal recurring adjustments), have been made.

    Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's March 31, 1997, annual report to
shareholders.  The results of operations for the three months ended June 30,
1997, are not necessarily indicative of the operating results for the full year.

2 - INVENTORY
    ---------

Inventory is summarized as follows:

                                               JUNE 30, 1997    MARCH 31, 1997
                                               -------------    --------------

     Raw materials and purchased parts           $7,342,841      $ 7,791,672
     Work-in-process                                969,015        1,001,775
     Finished goods                               7,737,054        8,218,866
     Promotional supplies                           194,643          196,707
                                                 ----------      -----------
                                                 $16,243,553     $17,209,020
                                                 ===========     ===========

3 - LITIGATION
    ----------

    No material litigation is pending to which the Company and/or its
subsidiaries are a party, or which property of the Company and/or its
subsidiaries is the subject.

4 - SUBSEQUENT EVENT
   -----------------

    On July 23, 1997, the Company purchased certain assets of the commercial
cleaning chemicals business of IVAX Industries, Inc., a wholly-owned subsidiary
of IVAX Corporation, for $17,000,000 in cash plus assumption of certain
liabilities.  The purchase price is subject to adjustment upon completion of a
closing date audited balance sheet of the assets purchased and liabilities
assumed.  The acquired operation manufactures and distributes 177 chemical
products for commercial and janitorial cleaning, including floor and carpet
care, germicidal cleaners, air deodorizers, industrial degreasers and hand
soaps, and reported 1996 annual sales of approximately $25,000,000.

    The Company intends to incorporate the business into its newly formed
Cleaning Technologies Group and operate the business as a division of the
Company's wholly-owned subsidiary, The Fuller Brush Company, Inc.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           -----------------------------------------------------------
           AND RESULTS OF OPERATIONS
           -------------------------


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

    As described in Footnote 4, on July 23, 1997, the Company purchased certain
assets of the commercial cleaning  chemicals business of IVAX Industries, Inc.,
a wholly-owned subsidiary of IVAX Corporation, for $17,000,000 in cash plus
assumption of certain liabilities.  The Company has initially financed this
acquisition with $11,000,000 of its cash on hand and $6,000,000 from its
$10,000,000 line of credit.  The Company is currently discussing alternative
financing with its main US commercial bank, which is expected to result in a
restructuring of a portion of the debt financing into a term loan.  The Company
also expects to increase its available line of credit to help with future
working capital needs as well as to assist in financing future acquisitions.
Presently the Company has a $10,000,000 line of credit, expiring on October 31,
1999.

    The Company's capital resources remained strong during the quarter ended
June 30, 1997 due to strong operating cash flows.  At June 30, 1997, these funds
were invested in short-term investments, and subsequent to the acquisition,
remaining cash funds were maintained in short term investments

    The Company also maintains a line of credit facility with a major Belgian
bank, which was not accessed at June 30, 1997.  The amount available is 34.3

million Belgian francs (approximately $1,009,000 based on the March conversion
rate for the Belgian franc).

    The working capital ratios at June 30, 1997, March 31, 1997, and June 30,
1996 were, 5 to 1, 4.95 to 1, and 4.23 to 1, respectively.  The increase in the
working capital at June 30, 1997, as compared to March 31, 1997, and June 30,
1996, is primarily the result of increased operating cash flows, which have
enabled the Company to continue to maintain its short-term investments.

    Management believes that the remaining invested funds, coupled with existing
available lines of credit, and cash flows from operations should be adequate to
meet normal working capital needs, based on operations as of June 30, 1997.  It
is expected that additional financing may be necessary to allow the Company to
pursue future acquisitions.

ASSET TURNOVER RATIOS
---------------------
                             JUNE 30, 1997     MARCH 31, 1997    JUNE 30, 1996
                              ------------     --------------     ------------
    (1) Receivables-days
           outstanding         56.6 days         54.3 days         54.6 days

    (2) Annual inventory
           turns               2.8 times         2.9 times         2.7 times

     At June 30, 1997, the increase in days outstanding is due to a lengthening
in some Imaging customer receivable terms over the previous quarter. Imaging
customers typically average 90 days outstanding, versus Cleaning and Personal
Care Products segment customers which due to Stanley's predominantly cash sales,
generally have shorter payment terms.

     Decrease in inventory turns from March 31, 1997 is a function of lower then
expected sales during the quarter.



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

    The Company operates in two industry segments:  the Cleaning and Personal
Care Products segment which includes the manufacture and sale of specialty
chemical cleaning products and related accessories (brushes, brooms, mops) for
industrial and consumer use, as well as personal products such as soaps,
shampoos, and skin care items, and the Imaging segment which includes the
manufacture and sale of prepackaged chemical formulations, supplies, and
equipment systems to the imaging industry.  The products of each segment are
manufactured and marketed both in the U.S. and in other parts of the world.
Sales between segments are not material.

    Sales for the quarter ended June 30, 1997, decreased 2.2% over the quarter
ended June 30, 1996, and decreased 1.4% for the three months ended June 30,
1997, over the fourth quarter of the fiscal year ended March 31, 1997.  Sales
for the quarter in the Cleaning and Personal Care Products segment have
decreased 5.4% compared with the quarter ended June 30, 1996, and increased 2.7%
for the three months ended June 30, 1997, over the fourth quarter of the fiscal
year ended March 31, 1997.  The decrease for the quarter as compared to the
previous quarter is a result of a decrease in Fuller direct selling business.
The increase over the fourth quarter of fiscal 1997 is a function of the timing
of consumer contract sales, which occurred in the present quarter.  For the
Imaging segment, overall sales for the quarter ended June 30, 1997, increased
1.4% over the quarter ended June 30, 1996, and decreased 5.4% for the three
months ended June 30, 1997, over the fourth quarter of the fiscal year ended
March 31, 1997.  The increase for the quarter in the Imaging segment is
primarily the result of increased lower margin color photochemical sales from
the segment's domestic operations, as well as increased sales from the Company's
foreign subsidiaries.  The decrease as compared to the fourth quarter of fiscal
1997 reflects seasonality of the Imaging business as well as continuing pressure
from sales consolidation in the medical chemistry markets.

    Net income for the quarter ended June 30, 1997, decreased 7.7% over the
quarter ended June 30, 1996, due primarily to the shortfall in the Cleaning and
Personal Care Products segment's sales.

    Gross margins have decreased to 46.7% for this quarter versus 47% for the
year ended March 31, 1997, and 48.2% for the same quarter last year.  Lower
gross margins in the Cleaning and Personal Care Products segment as compared to
the previous year, reflects the shortfall in direct selling sales.  Gross
margins in the Imaging segment have decreased to 39.3% from 41% at March 31,
1997, and 39.9% for the quarter ended June 30, 1996, due to continued
competitive pricing pressures in the photochemical and medical imaging
industries.  The Company does not expect margin improvements as it is
anticipated that newer contracts obtained will be at reduced margins in both the
Cleaning and Personal Care Products and Imaging segments.  This should be offset
somewhat by operational efficiencies gained through additional production
through-put utilizing newer, more efficient machinery and equipment which have
been installed worldwide in all of the Company's production facilities.

    Selling, administrative, and engineering costs this quarter were 33.5% of
sales compared with 32.8% at March 31, 1997, and 33.7% in the same quarter of
last year.  The increase from year end reflects additional spending for
marketing and promotional programs in both segments.

    Net interest income for the quarter as compared to net interest expense in
the previous year's quarter was the result of continued strong cash flows from
operations, as well as the continued availability of interest earning funds.

FOREIGN OPERATIONS
------------------

    Combined foreign operations showed improved operating results as both CPAC
Europe and CPAC Italia's net income for the quarter were substantially higher
than the same quarter last year.  While the economies of Italy and Belgium have
been suffering from economic slowdowns, sales volumes and market share of CPAC
subsidiaries in these countries have continued to improve.  Currency translation
rates for both Belgium and Italy have recently moved significant higher which
will offset a portion of the strong sales gains from these operations in the
second quarter.

    The Company has exposure to currency fluctuations and has utilized
conservative hedging programs (primarily forward foreign currency exchange
contracts), to help minimize the impact of these fluctuations on results of
operations.  The Company does not hold or issue derivatives for trading purposes
and is not a party to leveraged derivatives transactions.  On a consolidated
basis, foreign currency exchange losses are not material to the results of
operations.

ENVIRONMENTAL CONTINGENCY
-------------------------

    As previously disclosed, in connection with the Fuller Brush acquisition,
certain environmental contamination issues were discovered at the Great Bend,
Kansas facility during the due diligence process.  As a result of findings
generated by environmental assessments of the facility, the Seller and the
Department of Health and Environment of the State of Kansas entered into a
Consent Order pursuant to which the Seller developed and submitted for the
Department's approval, a comprehensive work plan for remediation of the
environmental problems at the site.  The Consent Order does not apply, by its
terms, to The Fuller Brush Company, Inc. as the new purchaser of the assets of
the Seller as long as the Seller is performing its obligations under the Consent
Order.  Estimates of the costs of the remediation as set forth in the work plan
submitted by the Seller range from $150,000 to $200,000.  The work plan has been
approved by the Department without significant changes, and the Seller continues
the remediation specified in the work plan.


FORWARD-LOOKING INFORMATION
---------------------------

    This Form 10-Q contains forward-looking statements that are based on current
expectations, estimates and projections about the industries in which the
Company operates, as well as management's beliefs and assumptions.  Words such
as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words and similar expressions are intended to
identify such forward-looking statements.  These statements are not guarantees
of future performance and involve certain risks, uncertainties and assumptions
("Future Factors") which are difficult to predict.  Therefore, actual outcomes
and results may differ materially from what is expressed or forecasted in such
forward-looking statements.  The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.


    The Future Factors that may affect the operations, performance and results
of the Company's business include the following:

   a. general economic and competitive conditions in the markets and
      countries in which the Company operates, and the risks inherent in
      international operations;

   b. the Company's ability to continue to control and reduce its costs of
      production;

   c. the level of demand for the Company's Imaging products and impact of
      digital imaging;

   d. the level of competition and consolidation within the imaging
      industry;

   e. the effect of changes in the distribution channels for the Company's
      Cleaning and Personal Care Products;

   f. the level of demand for contract manufactured Cleaning and Personal
      Care Products; and

   g. the strength of the U.S. dollar against currencies of other countries
      where the Company operates, as well as cross-currencies between the
      Company's operations outside of the U.S. and other countries with whom
      they transact business.

    Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in the forward-looking statements.  The Company does not intend
to update forward-looking statements.

                                    PART II
                                     ------
                               OTHER INFORMATION
                               ------------------

Item 1. Legal Proceedings
        -----------------
        None


Item 2. Changes in Securities
        --------------------
        None


Item 3. Defaults Upon Senior Securities
        ------------------------------
        None


Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
      None


Item 5. Other Information
        -----------------
      None


Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------
     a. Exhibits

      The following Exhibits, as applicable, are attached to this Quarterly
      Report (Form 10-Q).  The Exhibit Index is found on the page immediately
      succeeding the signature page and the Exhibits follow on the pages
      immediately succeeding the Exhibit Index.

        (2)  Plan of acquisition, reorganization, arrangement, liquidation, or
succession
             Not applicable

        (3)  Articles of incorporation, By-laws
             3.1  Certificate of Incorporation, as amended September 11, 1996

             3.2  By-laws, as amended, incorporated by reference to Form 10-K,
               filed for period ended March 31, 1989

        (4)  Instruments defining the rights of security holders, including
indentures
             4.1  Loan Agreement dated February 9, 1994, and Letter of
               Commitment dated December 16, 1993, incorporated by reference to
               Form 10-K filed for period ended March 31, 1994, as amended by
               Exhibits 99.1 to 99.3 filed as Exhibits to the Form 10-Q for the
               quarter ended December 31, 1994, and amended by Letter of
               extension and increase dated October 29, 1996, filed as Exhibit
               99.1 to Form 10-Q for the quarter ended September 30, 1996, and
               further amended by First Amendment to Second Amended and Restated
               Loan Agreement dated October 31, 1996, filed as Exhibit 4.1 to
               Form 10-Q for the quarter ended December 31, 1996


        (10) Material contracts
             Not applicable

        (11) Statement re computation of per share earnings (loss)
             Not applicable

        (15) Letter re unaudited interim financial information
             Not applicable

        (18) Letter re change in accounting principles
             Not applicable

        (19) Report furnished to security holders
             Not applicable

        (22) Published report regarding matters submitted to vote of security
holders
             Not applicable

        (23) Consents of experts and counsel
             Not applicable

        (24) Power of attorney
             Not applicable

        (27) Financial data schedule

        (99) Additional exhibits

     b. Reports Filed on 8-K
      None




                                   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.

                                                          CPAC, INC.


Date        August 5, 1997                  By  /s/ Thomas N. Hendrickson
     ----------------------------               --------------------------------
-
                                                Thomas N. Hendrickson,
                                                President,
                                                Chief Executive Officer,
                                                Treasurer


Date        August 5, 1997                  By  /s/ Thomas J. Weldgen
     ----------------------------               --------------------------------
-
                                                Thomas J. Weldgen
                                                Chief Financial Officer


                                 EXHIBIT INDEX
                                 -------------
EXHIBIT                                                                    PAGE

-------                                                                    ----

  2.   Plan of acquisition, reorganization, arrangement,
       liquidation, or succession                                            N/A

  3.     Articles of incorporation, By-Laws

         3.1  Certificate of Incorporation, as amended September
           11, 1996                                                          N/A

         3.2  By-laws, as amended, incorporated by reference to
           Form 10-K, filed for period ended March 31, 1989                  N/A

  4.   Instruments defining the rights of security holders,
       including indentures

         4.1  Loan Agreement dated February 9, 1994, and Letter of
           Commitment dated December 16, 1993, incorporated by
           reference to Form 10-K filed for period ended March 31,
           1994, as amended by Exhibits 99.1 to 99.3 filed as
           Exhibits to the Form 10-Q for the quarter ended
           December 31, 1994, and amended by Letter of extension
           and increase dated October 29, 1996, filed as Exhibit
           99.1 to Form 10-Q for the quarter ended September 30,
           1996, and further amended by First Amendment to Second
           Amended and Restated Loan Agreement dated October 31,
           1996, filed as Exhibit 4.1 to Form 10-Q for the quarter
           ended December 31, 1996                                           N/A

 10.   Material contracts                                                    N/A

 11.   Statement re computation of per share earnings
       (loss) N/A


 15.   Letter re unaudited interim financial information                     N/A

 18.   Letter re change in accounting principles                             N/A

 19.   Report furnished to security holders                                  N/A

 22.   Published report regarding matters submitted to
       vote of security holders                                              N/A

 23.   Consents of experts and counsel                                       N/A

 24.   Power of attorney                                                     N/A

 27.   Financial data schedule                                                15

 99.   Additional exhibits                                                   N/A