<PAGE>
 
================================================================================

                                 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 December 31, 1996

                                      OR

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

For the transition period from ........ to ........

Commission file number 1-10307

                            ______________________

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

            Texas                                     74-0704500
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)         

      One Imperial Square, Suite 200, P.O. Box 9, Sugar Land, Texas 77487
         (Address of principal executive offices, including Zip Code)

                                (281) 491-9181
             (Registrant's telephone number, including area code)


     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.

                           X 
                     Yes _____                   No _____ 
                                              

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of February 11, 1997.

                              14,156,718 shares.



================================================================================
<PAGE>
 
                          IMPERIAL HOLLY CORPORATION


                                     Index



                                                                  Page
PART I -  FINANCIAL INFORMATION
 
     Item 1.  Financial Statements
 
              Consolidated Balance Sheets                           3
 
              Consolidated Statements of Income                     4
 
              Consolidated Statements of Cash Flows                 5
  
              Consolidated Statement of Changes in
              Shareholders' Equity                                  6
  
              Notes to Consolidated Financial Statements            7
  
     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations         9
 
PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                    12

     Item 6.  Exhibits and Reports on Form 8-K                     12



                             ______________________

     The statements regarding future market prices and operating results and
other statements that are not historical facts contained in this Quarterly
Report on Form 10-Q are forward-looking statements.  The words "expect",
"project", "estimate", "believe", "predict" and similar expressions are also
intended to identify forward-looking statements.  Such statements involve risks,
uncertainties and assumptions, including, without limitation, market factors,
the effect of weather and economic conditions, farm and trade policy, the
available supply of sugar, available quantity and quality of sugarbeets and
other factors detailed elsewhere in this and other Company filings with the
Securities and Exchange Commission.  Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those indicated.



                                     - 2 -
<PAGE>
 
PART I - FINANCIAL INFORMATION

                  IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                       December 31, 1996    March 31, 1996
                                          (unaudited)
                                       -----------------    --------------
                                            (In Thousands of Dollars)
                  ASSETS
CURRENT ASSETS:
  Cash and temporary investments          $   2,806             $   1,930
  Marketable securities                      45,370                37,373
  Accounts receivable                        49,075                38,736
  Inventories:
    Finished products                       147,604                61,702
    Raw and in-process materials             34,116                15,929
    Supplies                                 17,138                12,124
  Manufacturing costs prior to production     5,339                12,476
  Prepaid expenses                            5,221                 3,260
                                          ---------             ---------
       Total current assets                 306,669               183,530

NOTES RECEIVABLE                              1,171                 1,195

OTHER INVESTMENTS                             9,638                 6,702

PROPERTY, PLANT AND EQUIPMENT - net         153,902               124,103

OTHER ASSETS                                 10,727                 9,789
                                          ---------             ---------
       TOTAL                              $ 482,107             $ 325,319
                                          =========             =========
   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable - trade                $  49,008             $  37,937
  Short-term borrowings                      77,276                31,839
  Current maturities of long-term debt        1,498                     8
  Other current liabilities                  43,838                32,020
                                          ---------             ---------
       Total current liabilities            171,620               101,804

LONG-TERM DEBT                               90,595                89,800

DEFERRED TAXES AND OTHER CREDITS             46,592                22,672

SHAREHOLDERS' EQUITY
  Preferred stock                                 -                     -
  Common stock                               82,584                32,276
  Retained earnings                          78,402                69,829
  Unrealized securities gains - net          12,314                 8,938
                                          ---------             ---------
Total shareholders' equity                  173,300               111,043
                                          ---------             ---------
       TOTAL                              $ 482,107             $ 325,319
                                          =========             =========


                See notes to consolidated financial statements.

                                     - 3 -
<PAGE>
 
                  IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Three Months Ended         Nine Months Ended
                                                              December 31,               December 31,
                                                     ---------------------------    -----------------------
                                                        1996             1995          1996         1995
                                                     ----------       ----------    ---------    ----------
                                                                    (In Thousands of Dollars,
                                                                     Except per Share Amounts)
<S>                                                  <C>              <C>           <C>          <C>
 
NET SALES                                            $  189,935       $  171,569    $  583,890   $  486,179
                                                     ----------       ----------    ----------   ----------
 
COSTS AND EXPENSES:
  Cost of sales                                         170,601          157,809       518,167      443,944
  Selling, general and administrative                    14,883           14,608        44,824       43,213
  Cost of workforce reduction                                 -              475             -          475
                                                     ----------       ----------    ----------   ----------
     Total                                              185,484          172,892       562,991       487,632
                                                     ----------       ----------    ----------   ----------
OPERATING INCOME (LOSS)                                   4,451           (1,323)       20,899       (1,453)
 
INTEREST EXPENSE                                         (2,865)          (2,723)       (9,202)      (8,445)
 
REALIZED SECURITIES GAINS                                    41            2,226           435        5,388
 
OTHER INCOME - Net                                          555              967         1,207        2,821
                                                     ----------       ----------    ----------   ----------

INCOME (LOSS) BEFORE INCOME TAXES                         2,182             (853)       13,339       (1,689)
 
PROVISION (CREDIT) FOR INCOME TAXES                         686             (434)        4,766         (506)
                                                     ----------       ----------    ----------   ----------
 
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                   1,496             (419)        8,573       (1,183)
                                              
EXTRAORDINARY ITEM - NET OF TAX                               -              224             -          604
                                                     ----------       ----------    ----------   ----------

NET INCOME (LOSS)                                    $    1,496       $     (195)   $    8,573   $     (579)
                                                     ==========       ==========    ==========   ==========

EARNINGS PER SHARE OF COMMON STOCK:
 
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM              $     0.11       $    (0.04)   $     0.71   $    (0.12)
 
EXTRAORDINARY ITEM - NET OF TAX                               -             0.02             -         0.06
                                                     ----------       ----------    ----------   ----------

NET INCOME (LOSS)                                    $     0.11       $    (0.02)   $     0.71   $    (0.06)
                                                     ==========       ==========    ==========   ==========

WEIGHTED AVERAGE SHARES OUTSTANDING                  14,147,504       10,305,527    12,059,289   10,297,010
                                                     ==========       ==========    ==========   ==========
</TABLE> 
                See notes to consolidated financial statements.

                                     - 4 -
<PAGE>
 
                  IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
 
                                                  Nine Months Ended
                                                     December 31,
                                            -----------------------------
                                               1996               1995
                                            ----------         ----------
                                              (In Thousands of Dollars)
 
OPERATING ACTIVITIES:
  Net income (loss)                         $    8,573         $     (579)
  Adjustments for non-cash and 
    non-operating items:                        
    Extraordinary item - net                         -               (604)
    Depreciation                                10,928              9,434
    Other                                          435             (5,623)
  Working capital changes 
    (excluding working capital
    acquired in the Spreckels acquisition):
    Receivables                                 (3,690)            (7,849)
    Inventory                                  (70,408)            (7,776)
    Deferred and prepaid costs                  13,689              8,633
    Accounts payable                            (1,159)             8,711
    Other liabilities                            3,353             (5,985)
                                            ----------         ----------
  Operating cash flow                          (38,279)            (1,638)
                                            ----------         ----------
INVESTMENT ACTIVITIES:
  Acquisition of Spreckels                     (36,410)                 -
  Capital expenditures                          (7,209)            (6,887)
  Investment in marketable securities           (5,113)            (6,396)
  Proceeds from sale of marketable 
  securities                                     2,789             14,717
  Proceeds from sale of fixed assets                69                847
  Other                                          3,080              3,688
                                            ----------         ----------
Investing cash flow                            (42,794)             5,969
                                            ----------         ----------
FINANCING ACTIVITIES:
  Private placement of common stock             49,781                  -
  Short-term debt:
    Bank borrowings - net                       72,756             23,060
    CCC borrowings - advances                   35,079            119,833
    CCC borrowings - repayments                (74,960)          (132,815)
  Repayment of long-term debt                   (1,218)            (9,319)
  Dividends paid                                     -               (411)
  Other                                            511                178
                                            ----------         ----------
Financing cash flow                             81,949                526
                                            ----------         ----------
 
INCREASE IN CASH AND TEMPORARY INVESTMENTS         876              4,857
 
CASH AND TEMPORARY INVESTMENTS, 
  BEGINNING OF PERIOD                            1,930              1,686
                                            ----------         ----------
 
CASH AND TEMPORARY INVESTMENTS, 
  END OF PERIOD                             $    2,806         $    6,543
                                            ==========         ==========


                See notes to consolidated financial statements.

                                     - 5 -
                
<PAGE>
 
                  IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                  For the Nine Months Ended December 31, 1996
                                  (UNAUDITED)

 
<TABLE> 
<CAPTION>  
                                     Common Stock
                           --------------------------------                          Unrealized
                                                                   Retained          Securities
                              Shares              Amount           Earnings            Gains             Total
                           -----------         ------------    ---------------    ----------------    -----------
                                                                  (In Thousands of Dollars)
<S>                         <C>                 <C>             <C>                <C>                 <C> 
BALANCE,
  MARCH 31, 1996            10,312,507         $     32,276    $        69,829    $          8,938    $   111,043
Net income                                                               8,573                              8,573
 
Private placement of
  common stock - net of
  issuance costs             3,800,000               49,781                                                49,781
 
Employee stock
  purchase plan and
  stock option exercises        21,033                  226                                                   226
 
Director compensation
  plan                          21,760                  301                                                   301
 
Change in unrealized
  securities gains - net                                                                     3,376          3,376
                           -----------         ------------    ---------------    ----------------    -----------
BALANCE,
 DECEMBER 31, 1996          14,155,300         $     82,584    $        78,402    $         12,314    $   173,300
                           ===========         ============   ================    ================    ===========
 
</TABLE>

                See notes to consolidated financial statements.

                                     - 6 -
<PAGE>
 
                          IMPERIAL HOLLY CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995


          Basis of Presentation -- The unaudited condensed consolidated
financial statements included herein have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission and reflect in the
opinion of management, all adjustments, consisting only of normal recurring
accruals, that are necessary for a fair presentation of financial position and
results of operations for the interim periods presented.  These financial
statements include the accounts of Imperial Holly Corporation and its majority
owned subsidiaries (the "Company").  All significant intercompany balances and
transactions have been eliminated in consolidation.  Certain information and
footnote disclosures required by generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations.  The financial
statements included herein should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form 
10-K for the year ended March 31, 1996.

          Cost of Sales -- Payments to growers for sugarbeets  are based in part
upon the Company's average net return for sugar sold (as defined in the
participating contracts with growers) during the grower contract years, some of
which extend beyond December 31.  The contracts provide for the sharing of the
net selling price (gross sales price less certain marketing costs, including
packaging costs, brokerage, freight expense and amortization of costs for
certain facilities used in connection with marketing) with growers.  Cost of
sales includes an accrual for estimated additional amounts to be paid to growers
based on the average net return realized for sugar sold in each of the contract
years through December 31.  The final cost of sugarbeets cannot be determined
until the end of the contract year for each growing area.  Manufacturing costs
prior to production are deferred and allocated to production costs based on
estimated total units of production for each sugar manufacturing campaign.
Additionally, the Company's sugar inventories, which are accounted for on a LIFO
basis, are periodically reduced at interim dates to levels below that of the
beginning of the fiscal year.  When such interim LIFO liquidations are expected
to be restored prior to fiscal year-end, the estimated replacement cost of the
liquidated layers is utilized as the basis of the cost of sugar sold from
beginning of the year inventory.  Accordingly, the cost of sugar utilized in the
determination of cost of sales for interim periods includes estimates which may
require adjustment in future fiscal periods.

          Acquisition of Spreckels -- On April 19, 1996, the Company acquired
all of the outstanding capital stock of Spreckels Sugar Company, Inc. and
Limestone Products Company, Inc. (collectively "Spreckels"), a California based
beet sugar processor.  The purchase price was the sum of i) Spreckels' net
working capital as of December 31, 1995, ii) $3 million and iii) net cash
advanced to Spreckels by the seller between December 31, 1995 and the closing
date.  The Company funded from current borrowings under the Company's revolving
credit line $35.3 million of the purchase price at closing. The Company notified
the seller that it calculated the total purchase price as $29.3 million.  The
seller filed a lawsuit claiming that the final purchase price was $39.1 million,
with $3.8 million remaining unpaid.  The Company and the seller have reached an
agreement in principal to settle their dispute and dismiss the pending
litigation (subject to executions of definative documents).  Under such
settlement, the purchase price is agreed to equal the $35.3 million originally
paid and the Company would pay an additional $200,000 to acquire certain former
Spreckels' assets not included in the original purchase.  These assets have an
estimated value of approximately $2.5 million based on an independent appraisal.


                                     - 7 -
<PAGE>
 
          The acquisition was accounted for as a purchase and Spreckels' results
of operations are included in the Company's consolidated financial statements
commencing April 19, 1996.  Summarized proforma operating results for the three
months ended December 31, 1995 and the nine months ended December 31, 1996 and
1995, as if the acquisition had occurred on the first day of each of the
respective periods is as follows (in thousands of dollars, except per share
amounts):
 
                            Three Months Ended          Nine Months Ended
                               December 31,                December 31,
                            -------------------     --------------------------
                                   1995                1996            1995
                                ---------           ---------       ----------
Net Sales                       $ 216,691           $ 591,727      $  636,308
Income (loss) before
  extraordinary item               (3,277)              8,906          (8,509)
Net income (loss)                  (3,053)              8,906          (7,905)
Earnings per share:
    Income (loss) before
      extraordinary item            (0.32)               0.74           (0.83)
    Net income (loss)               (0.30)               0.74           (0.77)

          Stock Sale -- On August 29, 1996, the Company completed the private
placement of 3,800,000 shares of the Company's common stock to Greencore Group
plc ("Greencore"), an Irish sugar and agricultural products company, for net
proceeds of $49.8 million.  In July, the Board of Directors took action under
the Company's 1989 Shareholder Rights Plan to increase the ownership percentage
that would trigger the Plan with respect to Greencore to 30% during the term of
the Investor Agreement between Greencore and the Company (not more than 5
years).  Thereafter, the trigger level would be increased to 35%, until such
time as Greencore's investment falls below 15%, at which time the trigger level
becomes 15%.  During the term of the Investor Agreement, Greencore will have the
right to designate two nominees for election as Directors of the Company, and
will be required to vote for the director nominees recommended by the Board of
Directors.  During the term of the Investor Agreement Greencore is also subject
to restrictions relative to certain actions regarding the Company.

          Earnings per share -- Effective April 1, 1996, the Company adopted
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), and elected to continue to follow Accounting
Principles Board Opinion No. 25 to measure employee stock compensation cost.
The impact of SFAS No. 123 on proforma earnings per share for the three and nine
months ended December 31, 1996 and 1995 was not significant.

          Extraordinary Item -- During the fiscal year ended March 31, 1996, the
Company purchased and retired $10.2 million principal amount of its 8-3/8%
senior notes due in 1999, resulting in gains which are reported, net of related
income tax expense of $121,000 for the three months and $325,000 for the nine
months, as extraordinary items.



                                     - 8 -
<PAGE>
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


FINANCIAL CONDITION

          The Company finances its working capital and capital expenditure
requirements from a combination of funds generated by operations and short-term
borrowing arrangements, including short-term, secured borrowings from the
Commodity Credit Corporation ("CCC").  CCC loans mature each September 30; no
CCC loans were outstanding at December 31, 1996.  CCC loans are made on a non-
recourse basis if the tariff rate quota exceeds 1.5 million short-tons raw
value; otherwise, they will be made on a recourse basis (see "Business - Sugar
Legislation and Other Market Factors" in the Company's Annual Report on
Form 10-K).

          Increases in working capital components are largely due to the
inclusion of Spreckels in the December 31, 1996 consolidated balance sheet,
offset by the reduction in short-term borrowings from the proceeds of the
private placement of common stock.  Additionally, increases in inventories
result from seasonal beet sugar production and increases in accounts receivable
at December 31, 1996 results from higher sales compared to the period ended
March 31, 1996.

          The purchase of Spreckels, as well as the increase in working capital
described above, were funded by advances under short-term borrowing
arrangements.

          Net proceeds from the private placement of 3,800,000 shares of the
Company's common stock to Greencore Group plc in late August 1996 totaled $49.8
million.  The Company initially utilized the net proceeds to reduce short-term
borrowings and, longer term, expects to expand capital expenditures and/or
reduce long-term indebtedness.

          Fiscal 1997 capital expenditures are estimated at $10.0 million.  The
Company's marketable securities portfolio is reported at its market value of
$45.4 million at December 31, 1996, $18.9 million in excess of its cost basis.
Management believes that existing internal and external sources of liquidity are
adequate to meet its financing requirements.

RESULTS OF OPERATIONS
 
          Net sales increased $18.4 million or 10.7% for the three months ended
December 31, 1996, compared to the same period of the prior year; for the nine
month year-to-date periods, net sales increased $97.7 million or 20.1%.  Such
increases were primarily the result of sugar sales of Spreckels and increases in
sugar and pulp prices.  Lower sales volumes by the Company's Holly Sugar
subsidiary for the quarter resulting from reduced acreage at two beet sugar
factories and lower beginning inventory levels, were partially offset by higher
cane sugar sales volumes.  Sugar sales prices increased significantly from the
year earlier periods as a smaller domestic sugarbeet crop the last two fall
harvests put upward pressure on refined sugar prices.  Spot sugar sales prices
are currently at levels slightly below the peaks reached in the third quarter.
A significant portion of the Company's industrial sales are


                                     - 9 -
<PAGE>
 
made under forward sales contracts, most of which commence October 1 and extend
for up to a year, resulting in a lagging effect of market price changes on the
Company's sugar sales.  Some industrial sales customers have not contracted for
their full year requirements for the upcoming contract year; however, the
majority of the Company's expected industrial sales volume is contracted through
September 1997.  The Company purchases and prices raw cane sugar under forward
purchase contracts to manage its exposure to future price changes.  Pulp sales
prices increased significantly as a result of higher feed grain prices.  Recent
drops in feed grain prices are expected to cause pulp prices to decline from
their present high levels.

          Cost of sales as a percent of sales declined from 92.0% to 89.8% for
the three months and from 91.3% to 88.7% for the nine months ended December 31,
1996 as sales price increases and decreases in raw cane sugar costs more than
offset the impact of higher energy costs and higher beet sugar manufacturing
costs due to lower throughput at the factories affected by reduced acreage.  The
Company purchases sugarbeets under participatory contracts which provide for a
percentage sharing of the net selling price realized on refined beet sugar sales
between the Company and the grower.  Use of this type of contract reduces the
Company's exposure to inventory price risk on sugarbeet purchases so long as the
contract net selling price does not fall below the regional minimum support
prices established by the USDA.  Consequently, the increase in the unit selling
price of refined beet sugar resulted in increases in the unit cost of sugarbeets
purchased, mitigating the improvement in beet sugar sales margins.

          The recent heavy rains and flooding in California disrupted rail
service to the Company's Woodland, California factory.  In January, the Company
diverted harvested sugarbeets stockpiled in Oregon and Washington to the
Company's Sidney, Montana factory.  Assuming normal weather patterns in Sidney,
the Company does not expect this diversion to have a significant impact on
fourth quarter operating costs.  The flooding has also delayed planting for the
fall crop in Northern California and some of the spring crop acreage already
planted will be lost.  While full assessment of the impact cannot be made at
this time, the Company does not expect sugarbeet tonnage to be reduced
significantly or operating costs to be affected significantly as a result of the
flooding.

          Selling, general and administrative expenses increased by $1.6 million
or 3.7% for the nine months and were virtually unchanged for the three months
ended December 31, 1996 compared to the same period of the prior year.  For the
nine month period, higher volume related selling and distribution costs,
increases in incentive compensation, as well as the addition of Spreckels
general and administrative costs were offset by reductions in advertising and
general and administrative costs.  The Company completed the consolidation of
Spreckels sales and administrative functions into its Sugar Land, Texas offices
during the second fiscal quarter.

          Interest expense for the three and nine months ended December 31, 1996
was higher than the comparable periods of the prior year as a result of higher
short-term average borrowings (including borrowings to finance the acquisition
of Spreckels as well as Spreckels working capital borrowings offset by the



                                    - 10 -
<PAGE>
 
reduction from the private placement in late August), mitigated by somewhat
lower short-term interest rates and lower long-term debt outstanding.  The
decrease in other income - net is primarily due to gains on the sale of assets
of $.6 million in the prior year.  The extraordinary gains resulted from the
purchase and retirement of $10.2 million principal amount of 8-3/8% senior notes
in fiscal 1996.



                                    - 11 -
<PAGE>
 
PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          As discussed in the Notes to Consolidated Financial Statements, the
Company is involved in a dispute concerning the final purchase price in the
Company's acquisition of Spreckels.  The seller has filed a lawsuit alleging the
Company owes an additional $3.8 million; the Company and the seller have reached
an agreement in principal to settle the dispute and dismiss the litigation.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

       (a)  The exhibits required to be filed with this report are listed below:

            Exhibit 11    Computation of Income Per Common Share

            Exhibit 27    Financial Data Schedules

          Registrant is a party to several long-term debt instruments under
which in each case the total amount of securities authorized does not exceed 10%
of the total assets of Registrant and its subsidiaries on a consolidated basis.
Pursuant to paragraph  4(iii) (A) of Item 601(b) of Regulation S-K, Registrant
agrees to furnish a copy of such instruments to the Securities and Exchange
Commission upon request.

       (b)  No reports on Form 8-K were filed during the quarter ended 
December 31, 1996.



                                    - 12 -
<PAGE>
 
SIGNATURES


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



                                       IMPERIAL HOLLY CORPORATION
                                              (Registrant)


Dated:  February 12, 1997              By:  /s/ James C. Kempner
                                            -------------------- 
                                            James C. Kempner
                                            President, Chief Executive Officer
                                            and Chief Financial Officer
                                            (Principal Financial Officer)



                                    - 13 -