U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                               Form 10-QSB

[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996.

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________.

                    Commission file number 1-11534


                             THC HOMECARE, INC.
       (Exact name of small business issuer as specified in its charter)


            Utah                              48-1092064   
(State or other jurisdiction         (I.R.S. Employer Identification No.)
of incorporation or organization)


                     215 South State Street, Suite 535
                         Salt Lake City, Utah 84111
                  (Address of principal executive offices)

                             (801) 532-7525
                       (Issuer's telephone number)

                                MEDMARCO, INC.
                                (Former name)

Check whether the issuer: (1) filed all reports required to be filed by 
Section 13 or Section 15(d) of the Exchange Act during the past 12 months (or 
for such shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements for the past 90 
days.  Yes    X    or No       

The number of shares outstanding of the Company's common stock, par value 
$.001, as of October 29, 1996 was 4,407,401.

Transitional Small Business Disclosure Format
(Check one)
Yes__  No  X

<PAGE>

                                   PART I

Item 1.  Financial Statements

<TABLE>
                   THC HOMECARE, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                               Sept. 30,         Dec. 31
                                               1996              1995 
                                               (unaudited)               
<S>                                            <C>               <C>
ASSETS
Current Assets:
    Cash                                       $     60,000      $   966,000
    Trade accounts receivable, net                2,589,000        1,555,000
    Inventories                                   1,145,000        1,146,000
    Current portion of note receivable               88,000           59,000
    Current portion of notes receivable
       from related party                            17,000           17,000
    Prepaid expenses                                 84,000           51,000
                                                  _________        _________
                                                  3,983,000        3,794,000

Rental Equipment, net                             1,193,000          906,000
Property and Equipment, net                         330,000          380,000
Note Receivable, less current portion                99,000          146,000
Notes Receivable from Related Party,
    less current portion                             22,000           22,000
Goodwill                                          1,128,000        1,184,000
Deposits                                             77,000           53,000
                                                  _________        _________
                                                 $6,832,000       $6,485,000
                                                 ==========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Note payable and convertible debentures          $  170,000       $  960,000
Current portion of long-term debt                 2,558,000        1,807,000
Current portion of long-term debt
    to related party                                 45,000           45,000
Accounts payable                                  1,474,000          737,000
Accrued liabilities                                 434,000          584,000
                                                  _________        _________
                                                  4,681,000        4,133,000

Long-term Debt, less current portion                697,000          777,000
Long-term Debt to Related Party,
     less current portion                           121,000          121,000
Other Liabilities                                    49,000           49,000
                                                  _________        _________

                                                  4,681,000        4,133,000

Commitments and Contingencies (note 4)

Stockholders' Equity:
   Preferred stock, $.001 par value;
   authorized 20,000,000 shares;
   none issued
  Common stock, $.001 par value;
   authorized 30,000,000 shares;
   3,983,909 and 3,827,094 shares
   issued, respectively                               4,000            4,000
  Additional paid-in capital                      6,478,000        6,388,000
  Common stock warrants and options                 668,000          668,000
  Accumulated deficit                            (5,866,000)      (5,655,000)
                                                 ___________      __________
                                                  1,284,000        1,405,000
                                                 ___________      __________
                                                 $6,832,000       $6,485,000
                                                 ===========      ==========
</TABLE>
<PAGE>
<TABLE>
THC HOMECARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                  Three months ended
                                                      September 30, 
                                                 1996             1995  
                                                 ________         _______
                                               (unaudited)      (unaudited)
<S>                                            <C>              <C>
Revenues                                       $2,829,000       $2,885,000
Cost of revenues                                1,131,000        1,361,000
                                                _________        _________
Gross margin                                    1,698,000        1,524,000
Selling, general and administrative expenses    1,599,000        2,425,000
                                                _________        _________
Income (loss) from operations                      99,000        ( 901,000)
Other income (expense)                            (84,000)          76,000
                                                _________       __________
Net income (loss) before income taxes              15,000        ( 825,000)
Provision for income taxes                              -         ( 74,000
                                                 --------       ----------

Net income (loss)                               $  15,000       $ (899,000)
                                                =========       ==========

Net Income (Loss) Per Common Share              $       0       $ (    .23)
                                                =========       ==========
Weighted Average Common Shares Outstanding      3,930,576        3,903,859
                                                =========       ==========
</TABLE>
<PAGE>
<TABLE>
THC HOMECARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                      Nine months ended
                                                        September 30,
                                                 1996           1995
                                                 ________       ________
                                                (unaudited)    (unaudited)
<S>                                             <C>            <C>
Revenues                                        $8,919,000     $ 9,291,000
Cost of revenues                                 3,857,000       4,764,000
                                                 _________      __________
Gross margin                                     5,062,000       4,527,000
Selling, general and administrative expenses     5,027,000       6,306,000
                                                 _________      __________
Income (loss) from operations                       35,000      (1,779,000)
Other income (expense)                            (246,000)        114,000
                                                 _________      __________
Net income (loss) before income taxes             (211,000)     (1,665,000)

Provision for income taxes                               -               -
                                                ----------      ----------

Net income (loss)                                $(211,000)    $(1,665,000)
                                                ==========     ===========


Net Income (Loss) Per Common Share               $(    .05)    $ (     .38)
                                                ==========     ===========
Weighted Average Common Shares Outstanding       3,908,603       4,425,665
                                                ==========     ===========
</TABLE>
<PAGE>
<TABLE>
THC HOMECARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                      Nine Months Ended    
                                                         Sept. 30,
                                                    1996          1995 
                                                (unaudited)    (unaudited)
<S>                                             <C>            <C>
Cash flows from operating activities:
  Net loss                                      $  (211,000)   $(1,665,000)
  Adjustments to reconcile net loss to
    net cash provided by (used in)
    operating activities:
    Depreciation and amortization                   383,000        482,000
    Loss from disposition of assets                       -         54,000
    (Increase) decrease in trade accounts
         receivable, net                         (1,034,000)       341,000
    (Increase) decrease in inventories                1,000       ( 91,000)
    (Increase) decrease in prepaid expenses      (   33,000)        57,000
    Increase in accounts payable                    737,000      1,197,000
    Increase (decrease) in accrued
         liabilities                               (150,000)        75,000
                                                 -----------   -----------
Net cash provided by (used in) operating
     activities                                  (  307,000)       450,000
                                                 -----------   -----------

Cash flows from investing activities:

    Issuance of notes and loans receivable       (   30,000)      ( 29,000)
    Payments received on notes receivable            47,000         44,000
    Purchase of property, rental equipment
         and other assets                        (  588,000)     ( 447,000)
                                                 -----------    -----------

Net cash used in investing activities             ( 571,000)      (432,000)
                                                 -----------    -----------

Cash flows from financing activities

    Proceeds from issuance of long-term debt      1,023,000        730,000
    Redemption of common                                  -      ( 975,000)
    Proceeds from sale of common stock                    -        100,000
    Repayments of long-term debt and notes 
         payable                                 (1,051,000)      (120,000)
                                                 -----------    ----------  
Net cash used in financing activities             (  28,000)      (265,000)
                                                 ___________    __________

Net decrease in cash                              ( 906,000)      (247,000)
Cash beginning of period                            966,000        474,000
                                                 -----------     ---------
Cash end of period                               $   60,000     $  227,000
                                                 ===========    ==========

Supplemental disclosure of cash flow
    information
    Cash paid for interest                       $  269,000     $  116,000
                                                 ===========    ===========

Supplemental disclosure of noncash
    financing activities:
    Conversion of debentures into common
        stock                                        90,000             -
                                                 ===========    ===========
    Issuance of note payable in connection
    with stock redemption                        $        -     $   600,000
                                                 ===========    ===========
                                        
</TABLE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The accompanying interim (unaudited) consolidated financial statements of 
the Company as of September 30, 1996, and for the three and nine month 
reporting periods in 1996 and the comparable periods for the preceding year 
should be read in conjunction with the following explanatory notes.

1.     Basis of Presentation:

     The accompanying unaudited consolidated financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 10-QSB.  
Accordingly, they do not include all of the information and footnotes required 
by generally accepted accounting principles for complete financial statements. 
In the opinion of management, all adjustments (consisting of normal recurring 
adjustments) considered necessary for a fair presentation have been included.  
Operating results for the three months and nine months ended September 30, 
1996, are not necessarily indicative of the results to be expected for the 
year ending December 31, 1996.  For further information, refer to the 
consolidated financial statements and related footnotes included in the 
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995.

2.     Short-Term Debt:

     In January 1996, the Company paid off the $700,000 balance of a note 
payable to the former stockholders of Oxycare, Inc. ("Oxycare"), a wholly 
owned subsidiary of the Company.  The payment was in accordance with the terms 
of the purchase agreement entered into by the Company and the former 
stockholders of Oxycare on December 21, 1995.

     On January 12, 1996, certain holders of the Company's Series A 
Convertible Debentures converted debentures with a principal balance of 
$40,000 into shares of the Company's common stock.  The Company issued 42,522 
common shares pursuant to this conversion at a price of approximately $.94 per 
share. On May 31, 1996, the Company issued 34,188 common shares pursuant to 
the conversion of  $20,000 of the debentures at a price of approximately $.585 
per share.  On August 28, 1996, the Company issued 80,000 common shares 
pursuant to the conversion of $30,000 debentures at a price of approximately 
$.38 per share.  Subsequent to the date covered by this report (on October 29, 
1996) the debenture holders converted debentures with a principal balance of 
$20,000 into 63,492 shares of the Company's common stock at a price of 
approximately $.32 per share. These debentures originally matured on May 31, 
1996, but were extended by mutual agreement to November 30, 1996.  The 
debentures are convertible to common stock at the lesser of (a) market price 
less 28 percent, or (b) $.875 per share.  

3.     Long-Term Debt: 

     On March 31, 1996, the Company was obligated to retire approximately 
$220,000 of amounts owing on a note payable to a bank.  However, during the 
period covered by this report, the bank agreed to extend the note through 
November 30, 1996, on terms similar to those previously existing. 

     The Company has another note payable to a bank in the principal amount of 
approximately $140,000 that was due to mature on October 15, 1996.  Management 
has negotiated an extension of this note under similar terms for an additional 
two years, at which time the principal amount of the note will have been paid 
in full.    

4.     Commitments and Contingencies: 

     Litigation.     As reported in the Company's Annual Report on Form 10-KSB 
for the year ended December 31, 1995, on February 26, 1996, the former 
president of Health Industries, Inc. ("HII") and his wife filed a lawsuit 
against HII, the Company, and certain of its former officers and directors and 
a current director, alleging, among other things, breach of purchase 
agreement, breach of employment agreement and wrongful termination.  The 
Company has not yet filed an answer to this complaint.  Due to the preliminary 
state of the lawsuit, management, after consultation with legal counsel, is 
unable to estimate the ultimate liability, if any, that the Company might be 
subject to in this matter.  Management believes that the lawsuit is without 
merit and that the Company will ultimately prevail in this action.  However, 
the costs of defense and the ultimate resolution of this matter could result 
in additional expense and liability to the Company in the near term.  Subject 
to the resolution of this matter, HII has ceased making payments on a note 
payable to the former president of HII (see "Legal Proceedings" under Part II, 
Item 1). 

     Registration Rights.  In connection with its acquisition of Oxycare in 
December 1995, the Company agreed to file a registration statement within six 
months from the date of the acquisition. The Company agreed to register  
275,000 shares of common stock and 225,000 common shares subject to the 
exercise of certain warrants issued as consideration for the purchase of all 
outstanding  stock of Oxycare.  The Company is obligated to pay all expenses 
(except those related to the shares of the former Oxycare stockholders' legal 
counsel) related to filing this registration statement and completing the 
offering. 

     During the second quarter of 1996, the Company filed a registration 
statement on Form S-3 for the registration of 500,000 shares of common stock 
including the shares underlying the warrants related to the Oxycare 
acquisition.  In addition, the Company registered the  underlying shares 
related to previously issued bridge warrants.  A total of  303,000 common 
shares related to the bridge warrants were registered.  The bridge warrants 
were exercisable at a price of $1.65 per share through October 31, 1996. 

Item 2. Management's Discussion and Analysis

Results of Operations - Third Quarter

     Revenues for the third quarter of 1996 totaled $2,829,000 compared to 
revenues of $2,885,000 during the same quarter in 1995, or a decrease of 
approximately two percent.  Revenues for the quarter were down due to the 
elimination and consolidation of certain unprofitable product lines, primarily 
in retail pharmacy.  After elimination of retail pharmacy revenue, revenues 
from the Company's core DME and infusion businesses increased approximately 
35% for the third quarter of 1996 compared to the third quarter of 1995.

     The Company's gross margin percentage increased to 60% for the third 
quarter of 1996 compared to 53% for the third quarter of 1995.  On an absolute 
dollar basis, gross margin increased to $1,698,000 for the 1996 third quarter 
compared to $1,524,000 for 1995.  The increase in gross margin was a result of 
a reduction in retail pharmacy sales which carry a lower gross margin, and an 
increase in DME and infusion business revenues which have higher gross 
margins.   

     Selling, general and administrative expenses for the quarter ended 
September 30, 1996, totaled $1,599,000, compared to $2,425,000 for the third 
quarter in 1995, or a reduction of approximately 34%.  The reduction in 
operating expenses of  $826,000 was due in large part to the continuation of 
management's restructuring efforts which commenced in the first quarter of 
1996.

     The Company generated income from operations of $99,000 for the third 
quarter of 1996, compared to a loss from operations of $(901,000) for the 
third quarter of 1995. The Company generated the positive operating results 
due to the factors mentioned above, primarily the Company's cost reduction 
efforts, a refocusing on profitable business units, and the consolidation of 
the profitable Oxycare operations which commenced in January 1996. The Company 
generated net income during the third quarter of 1996 of $15,000, or $.00 per 
share, compared to a net loss of $(899,000) or $(.23) per share for the same 
period in 1995.  The Company's improvement in operating results for the third 
quarter of 1996 as compared to the third quarter of 1995 was due to the 
factors mentioned above.

Results of Operations - For the Nine Months Ended September 30,1996

     Revenues for the nine months ended September 30, 1996, aggregated 
$8,919,000 compared to revenues of $9,291,000 during the same period in 1995, 
or a decrease of approximately four percent.  As mentioned above, revenues are 
slightly lower in the current period due to the elimination and consolidation 
of certain unprofitable product lines, primarily in retail pharmacy.  After 
elimination of retail pharmacy revenue, revenues from the Company's core DME 
and infusion businesses increased approximately 17% over the comparable 
nine-month period of 1995.

     The Company's gross margin percentage increased to 57% for the nine 
months ended September 30, 1996, compared to 49% for the first nine months of 
1995.  On an absolute dollar basis, gross margin increased by $535,000 over 
1995 despite a reduction in total revenue of $372,000  for the period.  The 
increase in gross margin was a result of a reduction in retail pharmacy sales 
which carry a lower gross margin, and a corresponding increase in DME and 
infusion business revenues, which have higher gross margins.   

     Selling, general and administrative expenses for the first nine months of 
1996 totaled $5,027,000, compared to $6,306,000 for the comparable period in 
1995, or a reduction of approximately 20%.  The reduction in operating 
expenses of $1,279,000 was due to restructuring efforts which commenced at the 
beginning of 1996.

     The Company incurred a net loss for the first nine months of 1996 of 
$(211,000) or $(.05) per share, compared to a net loss of $(1,665,000) or 
$(.38) per share for the same period in 1995.  The reduction in the net loss 
for the nine months ended September 30, 1996, as compared to 1995 was due to 
the factors mentioned above, primarily the Company's cost reduction efforts, a 
refocusing on profitable business units, and the consolidation of the 
profitable Oxycare operations.

     Management continues its efforts to reduce operating expenses, primarily 
through the centralization of certain administrative and accounting related 
functions.  Management  will continue to aggressively pursue additional 
managed care provider contracts and service agreements, and is continually 
negotiating and bidding for new agreements and for profitable acquisition 
opportunities.

Liquidity and Capital Resources

     During the first nine months of 1996, the Company used $307,000 of cash 
for operating activities, compared to cash provided by operating activities in 
the first nine months of 1995 of $450,000.  This difference is due primarily 
to the large increase in accounts receivable for 1996 as the Company has 
commenced the centralization of billing and collection efforts.  Management 
recognizes the need to improve the management and collection of accounts 
receivable.  At the end of the second quarter, the Company began efforts to 
streamline Company-wide invoicing and collection processes, which has caused a 
temporary delay in certain collection efforts. In addition, the Company has 
hired experienced, home health care accounts receivable management personnel 
who will provide service to all Company operating units. Management expects to 
see significant improvement in its billing and collection processes in the 
near future.

     The Company used cash in both investing and financing activities as it 
continued to purchase DME rental equipment for its growing equipment business, 
and as it paid down short and long-term debt during the period. 

     At September 30, 1996, total current assets were $3,983,000 and total 
current liabilities were $4,681,000.  Included in current liabilities is 
approximately $1,900,000 due to a financial institution under a credit 
agreement secured by accounts receivable and inventories.  Amounts under the 
credit agreement are due in November 1997 but have been classified as 
short-term as  the Company currently is not in compliance with the covenants 
of the original agreement (see Part II Item 3).  Current liabilities increased 
by $548,000 during the first six months of 1996 due primarily to an increase 
in accounts payable and additional borrowing under the credit agreement, net 
of the pay-off of a $700,000 short-term note payable which represented the 
final payment for the Oxycare acquisition.

     The large operating losses sustained and reported by the Company in 
previous periods have continued to cause the Company to operate in a deficit 
working capital position.  Consequently, the Company continues to require 
additional capital to expand its business and to meet its debt obligations.  
Management continues to seek such capital through a number of possible sources 
and intends to obtain such capital through additional borrowing, one or more 
private placements of equity or debt securities, or through the sale of such 
securities to off-shore investors under Regulation S, or a combination of such 
transactions. Management may also consider possible public offerings of the 
Company's securities.  In pursuing its goal of securing financing, management  
will make every effort to minimize the dilutive effect of its money raising 
efforts. However, such transactions may result in substantial dilution to 
existing shareholders as restricted securities sold in private placements and 
shares offered in off-shore transactions are typically sold at prices that 
represent a discount from the market price of publicly traded securities.

     Forward-looking Statements.  From time to time, the Company may publish
forward-looking statements relating to such matters as anticipated financial
performance, business prospects, and similar matters.  This report contains
statements that are forward-looking.  The Private Securities Litigation Reform
Act of 1995 provides a safe harbor for forward-looking statements.  In order 
to comply with the terms of the safe harbor, the Company notes that a variety
of factors could cause the Company's actual results and experience to differ
materially from the anticipated results or other expectations expressed in 
the Company's forward-looking statements.  The risks and uncertainties that 
may affect the operations, performance, development and results of the 
Company's business include the following:  current cash flow and operating 
deficits, the Company's need to service short- and long-term debt, the 
possible effects of future changes in government regulation of health care
and limitations on health care reimbursement levels, the need for additional
working capital to finance operations and expansion and the availability of 
financing.  There may be other risks that are outside the control of the 
Company that are mentioned elsewhere in this report and in other published 
reports of the Company.

                                   PART II
                              OTHER INFORMATION

Item 1.  Legal Proceedings.

     During the period covered by this report, the Company was involved in the 
following material legal matter outside the ordinary course of business:

     Louis Goldstein and Barbara Goldstein v. Medmarco, Inc., et al., filed in 
Superior Court, Maricopa County, Phoenix, Arizona.  Mr. and Mrs. Goldstein 
brought the above-titled action in February 1996, alleging wrongful 
termination, fraud and breach of contract against the Company and its officers 
and directors.  The Company denies all of the plaintiffs' claims and 
allegations and intends to vigorously defend the action and to assert 
counterclaims against the Goldsteins for their actions in connection with the 
original sale of HII to the Company and management of HII following the 
acquisition. The ultimate resolution of this matter could result in additional 
expense and liability to the Company.

Item 2.  Changes in Securities.

     The Company extended the expiration date of its Series A and Series B 
Stock Purchase Warrants from April 8, 1996 to January 31, 1997, as permitted 
by the terms of the Warrant Agreement governing such securities.  As a 
consequence of this extension, these Warrants will not terminate as originally 
scheduled and the rights of the holders of such Warrants to exercise the same 
subject to the remaining terms and conditions of the Warrant Agreement and the 
Warrants will be unaffected.  Without the extension, the Warrants would have 
expired and the holders would not have had any continuing rights to acquire 
shares of the Company's common stock under such securities.  Management 
currently anticipates allowing the warrants to expire as scheduled without any 
further extension or modification.

Item 3.  Defaults Upon Senior Securities

     The Company has a credit agreement with a financial institution which 
enables the Company to borrow on a line-of-credit through November 30, 1997.  
As of September 30, 1996, the maximum borrowing limit was $2,500,000 and the 
Company had a balance outstanding of approximately $1,900,000.  Amounts 
borrowed by the Company are secured by accounts receivable and inventories and 
are limited to the borrowing base formula set forth under the credit 
agreement.  In addition, the credit agreement requires that the Company 
maintain certain working capital, debt to worth and earnings related loan 
covenants.  The Company has not been in compliance with these covenants since 
the beginning of 1996, and the lender has not waived its rights to seek remedy 
under the provisions of the credit agreement.  The lender has not called the 
note at this time.  Management does not believe this obligation will be called 
in advance of its scheduled maturity due to the adequacy of the related 
collateral.  This debt has been classified as current in the accompanying 
balance sheet as required by accepted accounting principles.

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

     Following the end of the period covered by this report, the Company's 
Annual Meeting of Shareholders was held on October 25, 1996. Proxies for the 
meeting were solicited by the Company pursuant to Regulation 14A of the 
Exchange Act.  A total of 3,983,909 shares were issued and outstanding as of 
September 16, 1996, the record date of the meeting.  A total of 2,288,327 
shares were represented in person or by proxy at the meeting, constituting a 
quorum for purposes of convening the meeting.  A brief description of the 
matters voted upon and a tabulation of the voting is as follows:  
<TABLE>
<CAPTION>
                                                     Against or
                                        For          Withheld     Abstentions
<S>                                     <C>          <C>          <C>
1. Election of Directors:     

     Charles W. McLaughlin              2,192,337    0            95,990
     William D. Carraway                2,191,337    0            96,990

Thomas O. Bushell remains as Director.

2. Change of Company's Name
   to THC HomeCare, Inc.                2,260,727    22,500        5,100

3. Ratify Selection of Arthur
   Andersen as the Company's 
   Independent Accountants              2,259,027    23,100        6,200
   
</TABLE>
Item 5.  Other Information.

     None. 

Item 6.  Exhibits and Reports on Form 8-K

     a.  Exhibits.

          Exhibit 27 -- Financial Data Schedule

     b.  Reports on Form 8-K.

A Form 8-K was filed on September 17, 1996, relating to the proposed change of 
the Company's name from Medmarco, Inc. to THC HomeCare, Inc.  A final report 
on Form 8-K was filed October 30 to report the filing of Articles of Amendment 
to effect the change of name of the Company. 


<PAGE>
                                  SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused 
this report to be signed on its behalf by the undersigned, thereunto duly 
authorized.

                                              THC HOMECARE, INC.



                                            By:  /s/ William V. Trowbridge
                                             ---------------------------
                                             William V. Trowbridge,
                                             Vice President Finance
                                             Principal Financial Officer

Date: November 12, 1996  
     ----------------- 

<PAGE>