SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-K/A
                                 -----------
                                   
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                   For the fiscal year ended December 31, 1996
                                       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 0-27736


                             DIGNITY PARTNERS, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

                           Delaware                       94-3165263
                           --------                      ------------      
              (State or other jurisdiction of          (I.R.S. Employer
              incorporation or organization)          Identification Number)

               1700 Montgomery Street, Suite 250
               San Francisco, California                      94111
               (Address of principal executive offices)      (Zip Code)

                                 (415) 394-9469
              (Registrant's telephone number, including area code)



        Securities registered pursuant to Section 12(b) of the Act: None
        
        Securities registered pursuant to Section 12(g) of the Act:
        
                                                

                          Common Stock, $.01 par value
                                (Title of Class)

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 [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate  market value of the  registrant's  common stock,  $.01 par value,
held  by   nonaffiliates   of  the  registrant  as  of  February  28,  1997  was
approximately $6,072,500.

The number of shares of the registrant's common stock, $.01 par value, 
outstanding as of February 28, 1997 was 4,018,324.

                      Documents Incorporated by Reference:
                      -------------------------------------
None.



<PAGE>

                                            




         This  Form  10-K/A is being  filed for the  purpose  of  including  the
information  required  by Part III of the Form 10-K for the  fiscal  year  ended
December 31, 1996 (the  "Original  Form 10-K") of Dignity  Partners,  Inc.  (the
"Company"),  which  information  the Company  incorporated by reference from its
proxy  statement which was intended to be filed with the Securities and Exchange
Commission  within  120  days  of the  end of the  Company's  fiscal  year.  All
capitalized  terms used in this Form  10-K/A and not defined are used as defined
in the Original Form 10-K.


                                    PART III

ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------

Directors and Executive Officers
--------------------------------

        The name,  age and current  position(s)  of each  director and executive
officer of the Company are as follows:
<TABLE>
<CAPTION>
Name                        Age  Positions and Offices with the Company
-----                       ---  --------------------------------------
<S>                         <C>    <C>

Bradley N. Rotter (1)      41   Director and Chairman of the Board of Directors
Alan B. Perper             38   Director and President
John Ward Rotter (1)       39   Director, Executive Vice President and Chief 
                                Financial Officer
Stephen T. Bow             65   Director
Paul A. Volberding, M.D.   47   Director
---------------
<FN>

(1)     Bradley Rotter and John Ward Rotter are brothers.
</FN>
</TABLE>


        Bradley N. Rotter has served as a director  and as Chairman of the Board
of Directors since the Company's  formation in September 1992. Mr. Rotter is the
managing member of New Echelon LLC, a Delaware limited  liability  company which
provides investment and financial services.  See "Item 12--Security Ownership of
Certain  Beneficial  Owners and Management." He was the majority  stockholder of
Echelon and served as a director  and Chairman of the Board of Echelon from 1988
until  the  Merger.  From 1986 to 1988,  he was a  founding  member  of  Rotter,
Mawhorter & Gruye, Inc., a fixed income trading firm. Prior thereto,  Mr. Rotter
served in various positions with a number of financial services firms, including
Merrill  Lynch,  E.F.  Hutton and A.G.  Becker.  He received an M.B.A.  from the
University of Chicago.

        Alan B.  Perper  has  served as a director  and as  President  since the
Company's  formation.  Mr.  Perper  is a  member  of New  Echelon  LLC and was a
stockholder  and  director of Echelon and its Senior  Vice  President  from 1991
until the Merger.  From 1990 to 1991,  he was a founding  partner in Steinberg &
Perper, a partnership that traded in foreign currencies and stock index futures.
Prior thereto,  he was a corporate associate at Jones, Day, Reavis & Pogue (from
1988 to 1990) and Isham,  Lincoln & Beale  (from 1985 to 1988).  He  received an
M.B.A. from the University of Chicago and a J.D. from Duke University.

        John Ward Rotter has served as a director  and as an  executive  officer
since the Company's formation.  He has served as Executive Vice President (since
1994) and Chief Financial Officer (since September 1995). Mr. Rotter is a member
of New Echelon  LLC,  was a  stockholder  and  director of Echelon and served as
Echelon's  President  from 1988 until the Merger.  From 1987 to 1988,  he was an
Administrator  Researcher at Rotter,  Mawhorter & Gruye, Inc. Prior thereto, Mr.
Rotter served as an officer in the United States Army (Corps of Engineers) after
graduating  from  the  United  States  Military   Academy  in  1979.  He  has  a
Professional Engineering license from the Commonwealth of Virginia.

                                     Page 1

<PAGE>

        Stephen T. Bow has served as a director of the Company since March 1996.
Mr. Bow has over 40 years of management experience in the insurance industry. He
has served as Chairman  and Chief  Executive  Officer of Anthem  Life  Insurance
Companies  from  October 1995 to December  1996  (served as President  and Chief
Executive  Officer  of Anthem  from June 1993 to  December  1996) and  Community
National  Assurance Company since October 1995. He also served as Executive Vice
President  and a director of Associated  Insurance  Companies,  Inc.  (from June
1993-December  1996) and Chairman of Acordia of San  Francisco,  a subsidiary of
Acordia, Inc., an insurance broker (October 1993-August 1996). From 1993 to June
1994,  Mr. Bow served as  Chairman of the Board and Chief  Executive  Officer of
Southeastern Group, Inc. and Southeastern United Corporation, each of which is a
health  insurance  company.  From  1989 to  1993,  he was  President  and  Chief
Executive   Officer  of  Blue  Cross  and  Blue  Shield  of  Kentucky   (renamed
Southeastern  Mutual in 1990) and President and Chief Executive Officer of Delta
Dental of Kentucky. Prior to 1989, Mr. Bow held a number of management positions
with Metropolitan Life Insurance Company and its affiliated companies.

        Paul A.  Volberding,  M.D. has served as a director of the Company since
March 1996.  Dr.  Volberding  has been a professor  or  associate  professor  of
medicine at the  University  of  California,  San  Francisco  since 1987 and the
director of the Center for AIDS Research at that institution  since 1988. He has
also served as the chief of the Medical  Oncology  Division and the AIDS Program
at San  Francisco  General  Hospital  for over ten years.  Dr.  Volberding  is a
leading  expert on AIDS research  whose  publications  include over 100 articles
related to viral research, most of which relate to HIV or AIDS.

        The Board of  Directors  elects  executive  officers  annually  and such
officers serve at the discretion of the Board of Directors.

Classification of the Board of Directors
----------------------------------------

        The Board of Directors,  which  presently  consists of five members,  is
divided into three classes  (designated  Class 1, Class 2 and Class 3) as nearly
equal in number as  possible.  Currently,  Class 1 consists of Bradley N. Rotter
and Stephen T. Bow,  Class 2 consists of Alan B. Perper and Paul A.  Volberding,
and Class 3 consists of John Ward Rotter,  who serve until the Company's  annual
stockholders' meetings to be held in 1999, 1997 and 1998, respectively.  At each
annual  stockholders'  meeting,  directors  nominated  to the class of directors
whose term is  expiring  at that  annual  meeting is elected for a term of three
years,  and  the  remaining  directors  will  continue  in  office  until  their
respective terms expire.  Accordingly,  approximately one-third of the Company's
directors will be elected at each annual  stockholders'  meeting and generally a
director will stand for election only once every three years.

Section 16(a) Beneficial Ownership Reporting Compliance
--------------------------------------------------------

         Based upon a review of Forms 3, 4 and 5 furnished to the Company by its
directors  and  executive  officers  and by  persons  known  to the  Company  to
beneficially own 10% or more of the outstanding  common stock, the Company notes
the following  deficiencies  in Section 16 reports  related to 1996: (i) each of
Mr.  Bow and Dr.  Volberding  filed one day late  their Form 3, (ii) each of New
Echelon LLC, Bradley Rotter, John Ward Rotter and Alan Perper reported on a Form
5 four  transactions  by New Echelon that should have been  reported  earlier on
Forms 4, (iii) John Ward  Rotter  reported  on a Form 5 one  transaction  by his
spouse  that should have been  reported  earlier on a Form 4 and (iv)  Heartland
Advisors,  Inc., which beneficially owns more than 10% of the outstanding Common
Stock  did  not,  to the  Company's  knowledge,  file a  Form  3 or  report  any
transactions on a Form 4 or Form 5.

                                     Page 2

<PAGE>

ITEM 11--EXECUTIVE COMPENSATION
-------------------------------
Compensation of Directors

        The  Company  pays each  non-employee  director  an annual  retainer  of
$15,000  and a fee of $750 for each board or  committee  meeting  attended.  All
directors are reimbursed for expenses  incurred to attend  meetings of the Board
of  Directors or  committees  thereof.  The Stock  Option Plan for  Non-Employee
Directors  (the  "Director  Plan")  provides for the automatic  grant of certain
options  to  non-employee  directors.  Any  person  who  becomes a  non-employee
director  automatically receives at such time a non-qualified option to purchase
10,000 shares of Common Stock at an exercise price equal to fair market value on
the date of grant (i.e. the date of becoming a director). Such options vest 33%,
33%  and  34% at the  first,  second  and  third  annual  stockholder's  meeting
following the date of grant if the non-employee  director serves as such through
such meeting.  The Director Plan also provides that at each annual stockholders'
meeting, each non-employee director elected at or continuing his term after such
meeting receives  automatically a non-qualified  option to purchase 5,000 shares
of Common  Stock at an exercise  price equal to fair market value on the date of
grant (i.e. the date of the stockholders' meeting). Such options vest 100% after
the non-employee director has served as such until the next annual stockholders'
meeting.  All options vest  immediately (to the extent they would have vested at
the next annual  stockholders'  meeting) upon a Change of Control (as defined in
the Director Plan).  Each option expires after ten years or earlier upon certain
events.  During 1996, each of Mr. Bow and Dr. Volberding  received (i) an option
to purchase  10,000  shares with an  exercise  price of $13.50 upon  joining the
Board and (ii) an option to purchase  5,000  shares  with an  exercise  price of
$12.38 at the annual stockholders' meeting.

Summary Compensation Table
--------------------------
        The table below provides  information  relating to compensation  for the
years  ended  December  31,  1996,  1995 and  1994,  for  each of the  Executive
Officers.  The amounts shown below reflect  compensation which was earned in the
respective year by the Executive Officers.
<TABLE>
<CAPTION>

                                        Annual Compensation
                                        --------------------

<S>                          <C>       <C>          <C>           <C>
 
Name and                                                        All Other
Principal Position ......   Year     Salary($)(1)  Bonus($)  Compensation ($)(2)
=========================   ====     ============  ========  ==================

Bradley N. Rotter ........  1996     115,000        17,250        16,928
  Chairman of the Board ... 1995     115,000          --           2,629
                            1994     115,000          --            --

Alan B. Perper ............ 1996     115,000        17,250        16,928
  President ............... 1995     115,000          --          25,638
                            1994     115,000          --            --

John W. Rotter ............ 1996     115,000        17,250        14,476
  Executive Vice President  1995     115,000          --          19,707
                            1994     115,000          --            --
<FN>


(1) Prior to October 1, 1995,  all  executive  salaries  were earned but were 
    not actually paid until the  Company's  initial  public  offering.  See 
    "Item  13--Certain   Relationships  and  Related Transactions--Accrual of 
    Salaries."
(2) Represents  contributions  to the Company's profit sharing plan related
    to compensation earned during the indicated year.

</FN>
</TABLE>
                                     Page 3

<PAGE>


Profit-Sharing Plan
--------------------

         Prior to the Merger, all individuals  performing  services on behalf of
Dignity Partners were employed by Echelon.  Pursuant to the Reorganization,  all
but three of the Echelon employees became employees of Dignity Partners. Echelon
maintained a profit  sharing plan (the "Plan") for its  employees  which Dignity
Partners  assumed  by virtue of the  Merger.  Each  employee  on January 1, 1993
became a participant in the Plan.  Each employee hired after January 1, 1993 and
who has been employed for at least one year becomes a  participant  in the Plan.
The Plan provides for discretionary  annual contributions by the Company for the
account of each participant. In any year in which the Plan is "top-heavy" within
the  meaning of the  Internal  Revenue  Code (the  "Code"),  the Plan  requires,
consistent  with the  Code,  that a  minimum  contribution  be made for  non-key
employees.  The  contribution  is allocated  among  participants  based on their
compensation  under an  allocation  formula  integrated  with  Social  Security.
Participants  vest  20% in their  Plan  accounts  after  two  years  of  service
(excluding  any service prior to 1993) and an  additional  20% after each of the
next four years of service.  Upon termination  following permanent disability or
on  retirement  at or after age 65,  all  amounts  credited  to a  participant's
account are distributable, in a lump sum payment or in installments, as directed
by the participant.  Upon death, all amounts credited to a participant's account
become fully vested and are distributed to the participant's surviving spouse or
designated beneficiary.

Option Plan
------------

         The 1995 Stock Option Plan (the "Option Plan")  authorizes the granting
of options to purchase shares of Common Stock to employees  (including officers)
and consultants of the Company and its subsidiaries.  The Compensation Committee
is  authorized  to grant  options  with such terms,  including  price,  vesting,
termination  and  other,  as they deem  appropriate.  During  1996,  none of the
Executive Officers was granted stock options under the Option Plan.

Compensation Committee Interlocks and Insider Participation
------------------------------------------------------------

         From January to March 1996,  the  Compensation  Committee  was 
comprised of Bradley N. Rotter and Alan B. Perper.  During such time,  the  
Committee  did not make any compensation decisions.  Mr. Rotter and  Mr. Perper 
had  various   transactions   with  the  Company  during  1996.  See  "Item  
13--Certain Relationships  and  Related   Transactions."  Since  March  1996, 
the  Compensation  Committee  has  been comprised of Mr. Bow and Dr. Volberding.


ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
-------------------------------------------------------------
                   MANAGEMENT
                   -----------

         The  following  table sets forth,  as of  December  31,  1996,  certain
information  with respect to the  beneficial  ownership of the Company's  Common
Stock by:  (a) each  person  owning of  record  or known by the  Company  to own
beneficially  more than five percent of the outstanding  shares of Common Stock;
(b)  each  director;  (c)  each  of the  Executive  Officers  and (d) all of the
Executive Officers and directors of the Company as a group. All information with
respect to beneficial  ownership has been furnished by the respective  director,
executive  officer or stockholder,  as the case may be, or has been derived from
documents  filed  with  the  Securities  and  Exchange  Commission.   See  "Item
10--Directors and Executive

                                     Page 4


<PAGE>



Officers of the Registrant" and  "Item 13--Certain Relationships and Related
Transactions."
<TABLE>
<CAPTION>


Name                                                   Number (1)     Percent(1)
----                                                   ----------     ---------

<S>                                                    <C>             <C>

The Echelon Group of Companies, LLC (2)-------------   1,589,324        38.3%
Bradley N. Rotter (2)-------------------------------   1,589,324        38.3
Alan B.Perper (2)-----------------------------------   1,589,324        38.3
John Ward Rotter(2)(3)------------------------------   1,593,324        38.4
Stephen T. Bow(4)-----------------------------------       3,333         0.1
Paul A. Volberding, M.D.(4)-------------------------       3,333         0.1
All directors and executive officers as a group-----   1,599,990        38.9
Heartland Advisors, Inc.(5)-------------------------     595,000        13.9
Fleet Financial Group, Inc.(6)----------------------     225,000         5.2
-------------
<FN>

(1)   Beneficial ownership was determined in accordance with Rule 13d-3 under 
      the Exchange Act.
(2)   The Echelon Group of Companies,  LLC (i.e.,  New Echelon LLC), a limited 
      liability  company,  is the  record  holder of  1,589,324  shares of 
      Common  Stock.  Bradley N. Rotter,  Alan B. Perper and John Ward Rotter,
      who are the only members of New Echelon LLC, share voting and  investment
      power with respect to these shares. Such individuals  disclaim beneficial
      ownership of these shares  except to the extent of their  equity  interest
      in New Echelon LLC. The address for New Echelon LLC and each of the
      Executive Officers is 1700 Montgomery Street, Suite 250, San Francisco, 
      California 94111.
(3)   Includes 4,000 shares of Common Stock subject to a stock option granted
      to Mr.  Rotter's  wife and  exercisable  within 60 days of December 31,
      1996.
(4)   Represents  shares  issuable  within 60 days of  December  31, 1996 
      pursuant to the exercise of stock options granted under the Director Plan.
(5)   According to its most recently filed Schedule 13G, as of December 31, 
      1996,  Heartland  Advisors, Inc.  had sole  voting  and  dispositive 
      power  over  these  shares of Common  Stock.  Heartland Advisors,  Inc.
      disclaims  beneficial  ownership of these shares of Common Stock. Its 
      address is 790 North Milwaukee Street, Milwaukee, Wisconsin 53202.
(6)   According to its most  recently  filed  Schedule  13G, as of December 31,
      1996,  Fleet  Financial Group,  Inc.  had sole voting and  dispositive 
      power over these  shares of Common  Stock.  Fleet Financial  Group,  Inc.
      disclaims  beneficial  ownership  of these shares of Common  Stock.  Its
      address is One Federal Street, Boston, Massachusetts 02110.

</FN>
</TABLE>



ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

Allocation and Accrual of Expenses
----------------------------------

         Echelon and the Company  shared leased office space and other  expenses
prior to the Merger,  and the Company  currently  shares such  expenses with New
Echelon LLC. Prior to the Merger, Echelon paid rent, salaries and other expenses
related to the  Company's  business and lent funds to the Company.  Such amounts
were  represented  by a payable  from  Dignity  Partners  sold by Echelon to New
Echelon LLC in connection with the Reorganization. The Company used a portion of
the net proceeds to it in the initial public offering in February 1996 to pay to
New Echelon  LLC such  payable,  which  equaled  $2,191,007  on the date of such
repayment.

         In February  1996,  the Company  executed an agreement with New Echelon
LLC which  governs the  allocation  of certain  shared  expenses.  The agreement
provides  that, so long as New Echelon LLC uses a portion of the space leased by
the Company in San Francisco, New Echelon LLC will pay an amount equal to 35% of
the amount of rent and required liability insurance premiums paid by the Company
in  connection  with such space.  New Echelon  LLC's right to use the space will
terminate on the earlier of (i) the date the  agreement  terminates,  (ii) three
days after New Echelon LLC  notifies  the Company that New Echelon LLC no longer
desires to use any  portion of the space,  or (iii) three days after the Company
notifies  New  Echelon LLC that New Echelon LLC may no longer use any portion of
the space. The

                                     Page 5

<PAGE>

agreement also acknowledges  that the Company currently  employs,
and may hereafter hire, individuals who regularly perform functions on behalf of
both the  Company  and New Echelon  LLC  ("shared  employees").  Pursuant to the
agreement,  New  Echelon  LLC (i) will pay  directly  to (or on behalf  of) each
shared employee a designated percentage of such shared employee's salary and any
contributions  to defined  benefit plans,  and (ii) will reimburse the Company a
specified percentage of the Company's costs of all other benefits paid to (or on
behalf of) such shared employee. Such percentage will be determined by reference
to the percentage of time such shared  employee  devotes to each entity.  Once a
month,  the Company and New Echelon  LLC will  reassess  the  identity of shared
employees.  The provisions regarding shared employees will terminate on the date
the agreement  terminates,  which will be the earlier of (i) April 1998, subject
to one-year  automatic  extensions in the absence of 30 days' written  notice of
termination  by the  Company,  or (ii) the date the lease for the shared  office
space terminates or expires. Under the agreement,  each party is responsible for
providing, at its sole cost and expense, all supplies it will need. During 1996,
pursuant  to this  agreement,  New Echelon  LLC paid rent and  insurance  in the
amount of $33,962 and paid $11,887 of compensation for shared employees.

Accrual of Salaries
--------------------

         Salaries  payable to the Executive  Officers for the fiscal years ended
December 31, 1993 and 1994 and for the nine months ended September 30, 1995 were
accrued but not paid.  Salaries  earned by each of the Executive  Officers since
October 1, 1995 have been paid in accordance with the Company's standard payroll
arrangements. Salaries were accrued for Alan Perper and John Ward Rotter for the
fiscal year ended  December 31,  1993,  and for each of the  Executive  Officers
during the fiscal year ended  December 31, 1994 and during the nine months ended
September  30,  1995,  at the annual rate of  $115,000.  The Company paid to the
Executive  Officers  from the net  proceeds  of the initial  public  offering in
February 1996 the amount of accrued salaries through  September 30, 1995 related
to their respective services.  Such accrued unpaid salaries equaled $316,250 for
each of Alan Perper and John Ward Rotter and $201,250 for Bradley Rotter.

Provision of Working Capital
-----------------------------

         Prior to the  Company's  initial  public  offering,  New  Echelon  LLC,
Echelon or the Executive  Officers advanced funds to the Company to enable it to
purchase life insurance policies and pay operating expenses. The annual interest
rate on such  advances was 8%. Each advance  generally  was repaid by the end of
the month in which the advance was made through  borrowings  under the Company's
revolving  credit  facility.  From January 1995 through  December 31, 1995,  the
largest  amount of funds  advanced  to the  Company by Echelon or the  Executive
Officers was $1,590,000. Approximately $1.0 million of the net proceeds received
by the Company in its  initial  public  offering  in February  1996 were used to
repay to New  Echelon  LLC  funds  advanced  (and  interest  thereon)  since the
Reorganization to fund policy purchases and operations by New Echelon LLC to the
Company.  In October  1995,  the Company  borrowed  $1.2 million under a working
capital  facility  to repay to  Echelon  advances  made by  Echelon  which  were
outstanding  at September  30, 1995.  All  borrowings  under such  facility were
repaid in February  1996 with  proceeds  to the  Company in its  initial  public
offering.

         New  Echelon  LLC and  each of the  Executive  Officers  also  executed
guarantees under the Company's  revolving credit facility pursuant to which each
of them guaranteed the obligations of the Company under such facility.  Prior to
the  Reorganization,  Echelon was also a guarantor of the Company's  obligations
under such  facility.  In March 1996,  New Echelon LLC and each of the Executive
Officers were released entirely from the guaranties they previously  executed in
favor of the lender under such facility; however, each of the Executive Officers
executed a "validity  guaranty."  In August 1996,  such  facility was prepaid in
full and terminated, at which time the validity guaranties were terminated.

         In addition,  New Echelon LLC also guaranteed the Company's obligations
under its working capital facility.  Such guarantee  terminated upon the payment
and termination of such facility in February 1996.

                                     Page 6

<PAGE>
                                   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.

Dated April 29, 1997                    DIGNITY PARTNERS, INC.


                                        /s/Alan B. Perper
                                        ---------------------------------
                                        Alan B. Perper   
                                        President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated on April 29, 1997:


/s/ Alan B. Perper                         *
---------------------------------          ---------------------------------
Alan B. Perper                              John Ward Rotter
President and Director                      Executive Vice President,
(Principal Executive Officer)               Chief Financial Officer
                                            and Director
                                            (Principal Financial and Accounting
                                            Officer)

*                                          *
---------------------------------          ---------------------------------
Bradley N. Rotter                           Stephen T. Bow
Chairman of the Board and Director          Director



*
---------------------------------
Paul A. Volberding, M.D.
Director


*       The  undersigned  by signing his name  hereunto  has hereby  signed this
        report on  behalf  of the  above-named  directors,  on April  29,  1997,
        pursuant to a power of attorney executed on behalf of each such director
        and filed with the Securities and Exchange Commission as Exhibit 24.1 to
        the Original Form 10-K.

By:   /s/ Alan B. Perper
      ----------------------------
      Alan B. Perper

                                     Page 7