UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                      ----------------------------------


                                    FORM 10-Q


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

                  For the quarterly period ended May 31, 1997

                                      OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

            For the transition period from_____ to _____ .


                         Commission File Number: 0-17145


                  PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP
             (Exact name of registrant as specified in its charter)


           Delaware                                         13-3069311
           --------                                         ----------
(State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                         Identification No.)



265 Franklin Street, Boston, Massachusetts                        02110
------------------------------------------                        -----
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code (617) 439-8118
                                                   --------------


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 |_|

<PAGE>

                PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP


                                                  Statement of
                                                  Net Assets in
                                                  Liquidation
                                                  May 31, 1997   Balance Sheet
                                    ASSETS        (Unaudited)    August 31, 1996
                                                  ------------   ---------------
                                (In thousands)

Investment property held for sale                                 $   3,964
Cash and cash equivalents                          $   4,507            376
Escrowed cash                                                           140
Accounts receivable                                                      20
Prepaid insurance                                                         7
                                                   ---------      ---------
                                                       4,507      $   4,507
                                                   ---------      =========

                      LIABILITIES AND PARTNERS' CAPITAL


Accounts payable and accrued expenses                    127      $      48
Accounts payable - affiliates                             49              3
Accrued real estate taxes                                                72
Tenant security deposits                                                 18
Partners' capital                                                     4,366
                                                   ---------      ---------
                                                         176      $   4,507
                                                   ---------      =========
Net assets in liquidation                          $   4,331
                                                   =========




                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
            For the period April 18, 1997 to May 31, 1997 (Unaudited)
                                 (In thousands)

Net assets in liquidation at April 18, 1997                        $  4,306
Interest income                                                          25
                                                                   --------
Net assets in liquidation at May 31, 1997                          $  4,331
                                                                   ========












                           See accompanying notes.


<PAGE>


                  PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                     (In thousands, except per Unit amounts)

<TABLE>
<CAPTION>

                                                       Three Months                              Nine Months
                              March 1, 1997 to         Ended               September 1, 1996     Ended
                              April 17, 1997           May 31, 1996        to April 17, 1997     May 31, 1996
                              --------------           -----------         -----------------     ------------
<S>                           <C>                      <C>                 <C>                    <C>

Revenues:
   Interest earned on
     short-term investments   $       7                 $     4             $    17                  $     9


Expenses:
   Management fees                    3                        3                  9                        9
   General and administrative        68                       60                159                      179
   Liquidation expenses             124                        -                124                        -
                                 ------                 --------            -------                  -------
                                    195                       63                292                      188
    -                            ------                 --------            -------                  -------

Operating loss                     (188)                     (59)              (275)                    (179)

Income from operations of
   investment property held
   for sale, net                     88                      184                315                      458

Gain on sale of operating
   investment property               53                        -                 53                        -
                               --------                 --------            -------                  -------

Net income (loss)              $    (47)                $    125            $    93                  $   279
                               ========                 ========            =======                  =======

Net income (loss) per Limited
  Partnership Unit             $  (2.48)                $   6.58            $  4.89                  $ 14.72
                               ========                 ========            =======                  =======

Cash distributions per Limited
  Partnership Unit             $   2.69                 $   2.69            $  8.07                  $  8.07
                               ========                 ========            =======                  =======

</TABLE>

   The above per Limited  Partnership  Unit information is based upon the 18,781
Units of Limited Partnership Interest outstanding for each period.









                             See accompanying notes.


<PAGE>



                  PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP

              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
               For the period September 1, 1996 to April 17,  1997 
               and the nine months ended May 31, 1996 (Unaudited)
                                 (In thousands)

                                                General        Limited
                                                Partners       Partners
                                                --------       --------

Balance at August 31, 1995                      $  (26)        $  4,286
Net income                                            2             277
Cash distributions                                   (2)           (151)

Balance at May 31, 1996                         -------        --------
                                                $  (26)        $  4,412
                                                =======        ========

Balance at August 31, 1996                      $  (25)        $  4,391
Net income                                           1               92
Cash distributions                                  (2)            (151)
                                                ------         --------
Balance at April 17, 1997                       $  (26)        $  4,332
                                                ======         ========

































                             See accompanying notes.


<PAGE>



                  PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP

                            STATEMENTS OF CASH FLOWS
               For the period September 1, 1996 to April 17, 1997
               and the nine months ended May 31, 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)

                                                                   Nine
                                          September 1, 1996        months ended
                                          to April 17, 1997        May 31, 1996
                                          -----------------        ------------

Cash flows from operating activities:
   Net income                                  $      93            $    279
   Adjustments to reconcile net income to
   net cash provided by operating activities:
        Gain on sale of operating investment
          property                                   (53)                  -
    Changes in assets and liabilities:
      Escrowed cash                                  140                 (69)
      Accounts receivable                             14                 160
      Prepaid insurance and other assets               7                 (13)
      Accounts payable and accrued expenses          224                 (24)
      Accrued real estate taxes                      (72)                (24)
      Tenant security deposits                       (18)                 (8)
                                               ---------            --------

         Total adjustments                           242                  22
                                               ---------            --------  
         Net cash provided by operating
           activities                                335                 301

Cash flows from investing activities:
   Net proceeds from sale of operating
     investment property                           4,017                   -
   Purchase of land                                    -                 (46)
                                               ---------              -------
         Net cash provided by (used in)
             investing activities                  4,017                 (46)

Cash flows from financing activities:
   Distributions to partners                       (153)                 (153)
                                               --------             ----------

Net increase in cash and cash equivalents         4,199                   102

Cash and cash equivalents, beginning of
   period                                           376                   223
                                              ---------             ---------

Cash and cash equivalents, end of period      $   4,575             $     325
                                              =========             =========










                             See accompanying notes.



<PAGE>


                PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP

                        Notes to Financial Statements
                                 (Unaudited)


1.      General

        The accompanying  financial statements,  footnotes and discussion should
        be read in  conjunction  with the  financial  statements  and  footnotes
        contained in the  Partnership's  Annual Report for the year ended August
        31,  1996.  In the opinion of  management,  the  accompanying  financial
        statements,  which  have  not  been  audited,  reflect  all  adjustments
        necessary to present fairly the results for the interim  period.  All of
        the  accounting   adjustments  reflected  in  the  accompanying  interim
        financial statements are of a normal recurring nature.

        As a result of the disposition of the Partnership's  remaining operating
        investment  property  on April 17,  1997  (see Note 3) and  management's
        plans to terminate the Partnership, the Partnership changed its basis of
        accounting from the going concern basis to the  liquidation  basis as of
        April 17, 1997.  Accordingly,  all non-liquid assets are stated at their
        estimated  net  realizable  value  and  all  liabilities  reflect  their
        estimated settlement amounts as of May 31, 1997.

2.   Related Party Transactions

      The  Adviser  earned  management  fees of $9,000  for both the  nine-month
      periods ended May 31, 1997 and 1996. Accounts payable - affiliates at both
      May 31,  1997 and  August  31,  1996  includes  management  fees of $3,000
      payable to the Adviser.  No further  management fees will be earned by the
      Adviser subsequent to May 31, 1997.

      Included in general and  administrative  expenses for the period September
      1, 1996 to April 17, 1997 and for the nine-month period ended May 31, 1996
      is $62,000 and $74,000,  respectively,  representing  reimbursements to an
      affiliate  of  the  General  Partner  for  providing  certain   financial,
      accounting  and investor  communication  services to the  Partnership.  In
      addition,  included in  liquidation  expenses for the period  September 1,
      1996 to April 17,  1997 is  $53,000  representing  reimbursements  to this
      affiliate  for  services  rendered,   or  to  be  rendered,   through  the
      Partnership's  final liquidation.  Accounts payable - affiliates as of May
      31, 1997  includes  $46,000  payable to this  affiliate for services to be
      rendered through the Partnership's final liquidation.

3.   Sale of Operating Investment Property and Partnership Liquidation

      On  April  17,  1997,  the  Partnership  sold its  wholly-owned  operating
      investment property, the Harwood Village North Shopping Center, located in
      Bedford,   Texas,  to  an  unrelated  third  party  for  $4,245,000.   The
      Partnership  received  net  proceeds  of  approximately  $4,017,000  after
      deducting  closing  costs and other  credits  to the  buyer.  This  amount
      exceeded the carrying  value of the  Partnership's  investment  in Harwood
      Village  by  $53,000,  which is  reflected  as a gain on the  accompanying
      statement of income for the period September 1, 1996 to April 17, 1997. On
      January 2, 1997, the  Partnership had entered into a contract to sell the
      Harwood Village  property for $4,300,000.  Due to potential  environmental
      concerns,  the sales  contract  was amended to allow the buyer  additional
      time to complete due  diligence  and to secure  financing.  As part of the
      amendment,  the  Partnership  agreed  to  remediate  the two  contaminated
      locations  identified in a Phase II environmental survey completed as part
      of the buyer's due  diligence.  In  addition,  the  Partnership  agreed to
      reduce  the  purchase  price to  $4,245,000  in  consideration  of certain
      repairs  required to the roof of the building.  The remediation of the two
      contaminated  locations involved the removal of sections of the foundation
      slab of a dry  cleaner  tenant  and an area of the  parking  lot.  It also
      involved the removal and proper disposal of  contaminated  soil as well as
      replacement of the concrete slab in the dry cleaner's space and repairs to
      the parking  lot.  The  necessary  documents  were filed with the State of
      Texas to complete  the work,  and on April 7, 1997 the State  approved the
      plan.  The  remediation  work  was  completed  a week  later  at a cost of
      approximately  $83,000,  which  was  paid  for  by  the  Partnership.  The
      prospective  buyer was  willing to close as soon as the  cleanup  work had
      been  completed,   and  in  accordance  with  this  agreement,   the  sale
      transaction  closed on April 17, 1997.  The proper  documentation  for the
      cleanup  has been filed by the  contractor  and the  certification  of the
      cleanup from the State of Texas is expected to be received by late July or
      early August. As soon as this  certification is received,  the Partnership
      expects to make a Special  Distribution of  approximately  $4,226,000,  or
      $225.00 per original $1,000 Unit, which represents the available  proceeds
      from the sale of Harwood Village.

      The  Partnership  acquired the Harwood  Village  Shopping  Center  through
      foreclosure  proceedings under the terms of a mortgage loan secured by the
      property on June 19, 1995. At the date of foreclosure, management believed
      that the fair  value of Harwood  Village  was  approximately  equal to the
      aggregate  carrying  value of the  Partnership's  land and  mortgage  loan
      investments of $3,918,000.  Accordingly, the Partnership reclassified such
      carrying values to investment  property held for sale. During fiscal 1996,
      the  Partnership  purchased an  additional  out-parcel of land adjacent to
      Harwood  Village for $46,000 and began to actively market the property for
      sale.  Despite the downward trend in values for retail shopping centers in
      many  markets  due  to  certain   consolidations  and  bankruptcies  among
      retailers  which have led to an oversupply of space and the generally flat
      rate of growth in retail  sales,  management  believed  that a sale of the
      property  followed by a liquidation of the  Partnership was more favorable
      than the uncertainties and risks associated with ownership of the property
      for an  extended  holding  period  and was in the  best  interests  of the
      Limited Partners.  Now that the sale of the Harwood Village North Shopping
      Center, which was the Partnership's only remaining real estate investment,
      has closed, a formal liquidation of the Partnership is underway.  Based on
      projected  liquidation-related  expenses, residual cash reserves available
      for  distribution  after the  Special  Distribution  referred to above are
      estimated at approximately $5 per original $1,000 investment.  The payment
      of the final  distribution  and the formal  liquidation of the Partnership
      are expected to be completed by September 15, 1997.

      The Partnership recorded income from the investment property held for sale
      in the amount of the difference  between the property's gross revenues and
      property  operating  expenses  (including  leasing  costs and  improvement
      expenses),  taxes and  insurance.  Summarized  operating  results  for the
      Harwood Village Shopping Center for the periods March 1, 1997 to April 17,
      1997,  September  1, 1996 to April 17,  1997 and the three and nine months
      ended May 31, 1996 are as follows (in thousands):


<TABLE>
<CAPTION>

                              For the Period           Three Months        For the Period        Nine Months
                              March 1,1997 to          Ended               September 1, 1996     Ended
                              April 17, 1997           May 31,1996         to April 17, 1997     May 31, 1996
                              --------------           -----------         -----------------     ------------
     <S>                              <C>              <C>                 <C>                    <C>

     Rental revenues and
       expense recoveries            $  159             $  234               $  511               $  633

     Property operating expenses         12                 13                   57                   67
     Property taxes and insurance        21                 29                   87                   86
     Bad debt expense                    34                  -                   34                    -
     Management fees                      4                  8                   18                   22
                                    -------             ------               ------               ------
                                         71                 50                  196                  175
                                    -------             ------               ------               ------
     Income from investment property
       held for sale, net           $    88             $  184               $  315               $  458
                                    =======             ======               ======               ======

</TABLE>




<PAGE>


                 PAINE WEBBER QUALIFIED PLAN PROPERTY FUND LP

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

Liquidity and Capital Resources
-------------------------------

         On April 17, 1997,  the  Partnership  sold its  wholly-owned  operating
investment  property,  the Harwood  Village North  Shopping  Center,  located in
Bedford,  Texas,  to an unrelated  third party for  $4,245,000.  The Partnership
received net proceeds of approximately  $4,017,000 after deducting closing costs
and other credits to the buyer.  This amount  exceeded the carrying value of the
Partnership's  investment in Harwood Village by $53,000, which is reflected as a
gain on the  accompanying  financial  statements.  As  previously  reported,  on
January 2, 1997 the  Partnership had entered into a contract to sell the Harwood
Village property for $4,300,000.  Due to potential  environmental  concerns, the
sales  contract was amended to allow the buyer  additional  time to complete due
diligence and to secure  financing.  As part of the amendment,  the  Partnership
agreed to remediate  the two  contaminated  locations  identified  in a Phase II
environmental  survey  completed  as  part  of the  buyer's  due  diligence.  In
addition,  the Partnership  agreed to reduce the purchase price to $4,245,000 in
consideration  of certain  repairs  required  to the roof of the  building.  The
remediation of the two contaminated  locations  involved the removal of sections
of the  foundation  slab of a dry cleaner tenant and an area of the parking lot.
It also involved the removal and proper disposal of contaminated soil as well as
replacement  of the concrete slab in the dry cleaner's  space and repairs to the
parking  lot.  The  necessary  documents  were  filed with the State of Texas to
complete  the  work,  and on April 7,  1997 the State  approved  the  plan.  The
remediation work was completed a week later at a cost of approximately  $83,000,
which was paid for by the  Partnership.  The  prospective  buyer was  willing to
close as soon as the cleanup work had been  completed,  and in  accordance  with
this  agreement,  the sale  transaction  closed on April 17,  1997.  The  proper
documentation  for  the  cleanup  has  been  filed  by the  contractor  and  the
certification  of the cleanup from the State of Texas is expected to be received
by late July or early August.  As soon as this  certification  is received,  the
Partnership expects to make a Special Distribution of approximately  $4,226,000,
or $225.00 per original  $1,000 Unit,  which  represents the available  proceeds
from the sale of Harwood Village.

         The Partnership  acquired the Harwood  Village  Shopping Center through
foreclosure  proceedings  under  the terms of a  mortgage  loan  secured  by the
property on June 19, 1995. At the date of foreclosure,  management believed that
the fair value of  Harwood  Village  was  approximately  equal to the  aggregate
carrying  value of the  Partnership's  land and  mortgage  loan  investments  of
$3,918,000.  Accordingly,  the Partnership  reclassified such carrying values to
investment property held for sale. During fiscal 1996, the Partnership purchased
an additional  out-parcel  of land  adjacent to Harwood  Village for $46,000 and
began to actively  market the property for sale.  Despite the downward  trend in
values for retail shopping centers in many markets due to certain consolidations
and  bankruptcies  among  retailers which have led to an oversupply of space and
the generally  flat rate of growth in retail sales,  management  believed that a
sale of the  property  followed by a  liquidation  of the  Partnership  was more
favorable  than the  uncertainties  and risks  associated  with ownership of the
property  for an extended  holding  period and was in the best  interests of the
Limited  Partners.  Now that  the sale of the  Harwood  Village  North  Shopping
Center,  which was the Partnership's only remaining real estate investment,  has
closed, a formal liquidation of the Partnership is underway.  Based on projected
liquidation-related  expenses, residual cash reserves available for distribution
after the Special Distribution  referred to above are estimated at approximately
$5 per original $1,000 investment. The payment of the final distribution and the
formal  liquidation of the Partnership are expected to be completed by September
15, 1997.

         As of May 31, 1997, the  Partnership  had cash and cash  equivalents of
$4,507,000. Such cash and cash equivalents,  together with any interest earnings
and net of the  expenses  to be  incurred to  complete  the  liquidation  of the
Partnership,  will be used to make  distributions  to the Limited  Partners.  As
noted above, a Special Distribution of approximately  $4,226,000, or $225.00 per
original  $1,000 Unit,  representing  the  available  proceeds  from the sale of
Harwood  Village,  will be made as soon as the  Partnership  receives  the  site
cleanup  certification  from the State of Texas.  Based on current  estimates of
liquidation  expenses,  residual cash reserves of  approximately $5 per original
$1,000  Unit  would  be  available  to pay to the  Limited  Partners  in a final
liquidating distribution which is expected to be made by September 15, 1997. 

Results of Operations
For the period March 1, 1997 to April 17, 1997
----------------------------------------------

         As  discussed  further  in  the  notes  to the  accompanying  financial
statements,  the Partnership  changed its basis of accounting from going concern
to liquidation basis as of April 17, 1997, upon completing the sale of its final
real estate investment.  The Partnership  reported a net loss of $47,000 for the
period March 1, 1997 to April 17, 1997 as compared to net income of $125,000 for
the three-month  period ended May 31, 1996. This $172,000  unfavorable change in
net  operating   results  is  attributable   to  a  $129,000   increase  in  the
Partnership's operating loss and a $96,000 decrease in income from operations of
investment property held for sale, which were partially offset by a $53,000 gain
on the sale of operating investment property.  The increase in the Partnership's
operating loss is primarily  attributable to the additional  liquidation-related
expenses  recognized  during the period ended April 17, 1997 in connection  with
the change in the Partnership's  basis of accounting.  Income from operations of
investment  property held for sale decreased primarily due to the shorter period
in which the operating  investment  property was held prior to its sale on April
17, 1997  compared to the full three months of  operations  for the  three-month
period  ended  May 31,  1996.  The  Partnership  realized  a gain on the sale of
Harwood Village of $53,000, which represents the excess of the net sale proceeds
over the cost  basis of the  Partnership's  investment  in the  Harwood  Village
property.

For the period September 1, 1996 to April 17, 1997
--------------------------------------------------

         The Partnership reported net income of $93,000 for the period September
1,  1996 to April  17,  1997 as  compared  to net  income  of  $279,000  for the
nine-month period ended May 31, 1996. This $186,000 decline in net income is the
result of a $143,000  decrease in income from operations of investment  property
held for sale and a $96,000 increase in the Partnership's  operating loss, which
were  partially  offset by a $53,000  gain on the sale of  operating  investment
property.  The  increase  in  the  Partnership's  operating  loss  is  primarily
attributable to the additional  liquidation-related  expenses  recognized during
the  period  ended  April  17,  1997  in  connection  with  the  change  in  the
Partnership's  basis of  accounting.  The additional  liquidation  expenses were
partially  offset by a decrease in general and  administrative  expenses  and an
increase in interest income.  General and administrative  expenses decreased due
to a decline  in  certain  required  professional  services  during  the  period
September 1, 1996 to April 17, 1997 while  interest  income  increased  due to a
higher average  invested cash reserve balance during the current period.  Income
from operations of investment  property held for sale decreased primarily due to
the shorter period in which the operating  investment property was held prior to
its sale on April 17, 1997  compared to the full nine months of  operations  for
the nine-month period ended May 31, 1996. The Partnership realized a gain on the
sale of Harwood Village of $53,000,  which represents the excess of the net sale
proceeds  over the cost basis of the  Partnership's  investment  in the  Harwood
Village property.


<PAGE>


                                     PART II
                                Other Information

Item 1. Legal Proceedings

        As previously reported, the Partnership's General Partners were named as
defendants  in  a  class  action  lawsuit   against   PaineWebber   Incorporated
("PaineWebber") and a number of its affiliates relating to PaineWebber's sale of
70 direct  investment  offerings  of interests  in various  limited  partnership
investments  and REIT stocks,  including  those offered by the  Partnership.  In
January  1996,  PaineWebber  signed  a  memorandum  of  understanding  with  the
plaintiffs in the class action  outlining the terms under which the parties have
agreed to  settle  the  case.  Pursuant  to that  memorandum  of  understanding,
PaineWebber  irrevocably  deposited  $125  million into an escrow fund under the
supervision of the United States District Court for the Southern District of New
York to be used to  resolve  the  litigation  in  accordance  with a  definitive
settlement agreement and plan of allocation.  On July 17, 1996,  PaineWebber and
the class plaintiffs submitted a definitive  settlement agreement which provides
for the complete  resolution of the class action litigation,  including releases
in favor of the Partnership and the General Partners,  and the allocation of the
$125 million  settlement  fund among  investors in the various  partnerships  at
issue in the case. As part of the settlement, PaineWebber also agreed to provide
class  members  with  certain  financial  guarantees  relating  to  some  of the
partnerships.  The details of the  settlement  are  described in a notice mailed
directly to class members at the direction of the court.  A final hearing on the
fairness  of the  settlement  was held in December  1996,  and in March 1997 the
court issued a final approval of the settlement. The release of the $125 million
of  settlement  proceeds has not occurred to date pending the  resolution  of an
appeal of the settlement  agreement by two of the plaintiff  class  members.  As
part  of  the  settlement   agreement,   PaineWebber  has  agreed  not  to  seek
indemnification  from the related partnerships and real estate investment trusts
at issue in the litigation  (including the  Partnership) for any amounts that it
is required to pay under the settlement.

         Based on the settlement  agreement  discussed above covering all of the
outstanding unitholder  litigation,  and notwithstanding the appeal of the class
action  settlement  referred  to  above,  management  does not  expect  that the
resolution  of this  matter  will have a  material  impact on the  Partnership's
financial statements, taken as a whole.

Item 2. through 5.            NONE

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:                NONE

(b)  Reports on Form 8-K:     NONE


<PAGE>



                PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP





                                        SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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.

                  PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP



                              By:  FIRST QUALIFIED PROPERTIES, INC.
                                   General Partner



                            By: /s/ Walter V. Arnold
                                --------------------
                                Walter V. Arnold
                                Senior Vice President and Chief
                                Financial Officer




Dated:  July 21, 1997