<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
                                  ___________

                                   FORM 10-Q


(MARK ONE)
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
    EXCHANGE ACT OF 1934
 
For the quarterly period ended         SEPTEMBER 30, 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    1-9349
                                            -------------       

                                        
                       SIZELER PROPERTY INVESTORS, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


           DELAWARE                                     72-1082589
--------------------------------------------------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


2542 WILLIAMS BOULEVARD, KENNER, LOUISIANA                        70062
-------------------------------------------------------------------------------
 (Address of principal executive offices)                       (Zip code)


Registrant's telephone number, including area code    (504) 471-6200
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
             Former Name, Former Address and Former Fiscal Year, 
                         if Changed Since Last Report.


     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   
                                               -----            -----

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes            No    
                           -----         -----

     APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.

          8,422,669 shares of Common Stock ($.01 Par Value) were outstanding as
     of November 11, 1996.



                               Page 1 of 10 Pages
<PAGE>
 
               SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

                                     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
              Notes to Consolidated Financial Statements                     6
 
     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations              7 - 9
 
 
Part II:  OTHER INFORMATION
 
     Item 1.  Legal Proceedings                                             10
 
     Item 2.  Changes in Securities                                         10
 
     Item 3.  Defaults upon Senior Securities                               10
 
     Item 4.  Submission of Matters to a Vote
              of Security Holders                                           10
 
     Item 5.  Other Information                                             10
 
     Item 6.  Exhibits and Reports on Form 8-K                              10
 
SIGNATURES                                                                  10

                                      -2-
<PAGE>
 
                                     PART I
                              FINANCIAL STATEMENTS

ITEM 1.  FINANCIAL STATEMENTS
               SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
 
 
                                             September 30,       December 31,
                                             --------------     --------------
                                                  1996               1995
                                             --------------     ---------------
 
        ASSETS   
Real estate investments:
 Land                                         $ 48,641,000        $ 48,402,000
 Buildings and improvements, net of
  accumulated depreciation of $35,343,000
  in 1996 and $29,041,000 in 1995              217,395,000         218,478,000
 Investment in real estate partnership             950,000             963,000
                                              ------------        ------------
                                               266,986,000         267,843,000
 
Cash and cash equivalents                          398,000           1,274,000
Accounts receivable and accrued revenue,
 net of allowance for doubtful accounts
 of $215,000 in 1996 and $166,000 in 1995        3,049,000           3,088,000
Prepaid expenses and other assets, net           8,901,000           9,652,000
                                              ------------        ------------
Total Assets                                  $279,334,000        $281,857,000
                                              ============        ============
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable                        $ 68,365,000        $ 68,317,000
Notes payable                                   52,139,000          51,419,000
Accounts payable and accrued expenses            4,242,000           2,762,000
Tenant deposits and advance rents                  838,000             896,000
Commitments and contingencies                          ---                 ---
Minority interest in real estate
 partnerships                                      272,000             262,000
                                              ------------        ------------
                                               125,856,000         123,656,000
Convertible subordinated debentures             62,878,000          62,878,000
                                              ------------        ------------
Total Liabilities                              188,734,000         186,534,000
                                              ------------        ------------
 
 
SHAREHOLDERS' EQUITY
Preferred stock, 3,000,000 shares
 authorized, none issued                               ---                ---
Common stock, par value $.01 per share,
 15,000,000 shares authorized, shares
 issued and outstanding--8,946,369
 in 1996 and 8,930,069 in 1995                      90,000              89,000
Additional paid-in capital                     127,420,000         127,273,000
Accumulated distributions in excess of
 net earnings                                  (31,935,000)        (27,580,000)
                                              ------------        ------------
                                                95,575,000          99,782,000
Treasury shares, at cost, 523,700 shares
 in 1996 and 460,900 in 1995                    (4,969,000)         (4,454,000)
Unrealized loss on securities                       (6,000)             (5,000)
                                              ------------        ------------
Total Shareholders' Equity                      90,600,000          95,323,000
                                              ------------        ------------
 
Total Liabilities and
   Shareholders' Equity                       $279,334,000        $281,857,000
                                              ============        ============
 

                See notes to consolidated financial statements.

                                     

                                      -3-
<PAGE>
 
               SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                       ---------------------------------
<TABLE>
<CAPTION>
                                                     Quarter Ended                     Nine Months Ended
                                                     September 30,                        September 30, 
                                                   1996          1995                    1996          1995
                                               ------------  ------------            ------------  ------------
<S>                                            <C>           <C>                     <C>           <C>          
OPERATING REVENUE
 
 Rents and other income                         $11,142,000   $10,734,000             $32,856,000  $ 31,812,000  
 Equity in income of partnership                     25,000        24,000                  75,000        77,000 
                                               ------------   -----------             -----------  ------------
                                                 11,167,000    10,758,000              32,931,000    31,889,000
                                               ------------   -----------             -----------  ------------
OPERATING EXPENSES
 Management & leasing                               548,000       446,000               1,619,000     1,409,000
 Utilities                                          548,000       521,000               1,494,000     1,417,000
 Real estate taxes                                  892,000       806,000               2,473,000     2,384,000
 Operations & maintenance                         1,618,000     1,557,000               4,706,000     4,641,000
 Administrative expenses                            517,000       424,000               1,557,000     1,464,000
 Other operating expenses                           591,000       529,000               1,799,000     1,684,000
 Depreciation & amortization                      2,303,000     2 137,000               6,781,000     6,183,000
                                               ------------   -----------             -----------  ------------
                                                  7,017,000     6,420,000              20,429,000    19,182,000
                                               ------------   -----------             -----------  ------------
  INCOME FROM OPERATIONS                          4,150,000     4,338,000              12,502,000    12,707,000
                                               ------------   -----------             -----------  ------------
 
OTHER INCOME (EXPENSES)
 Interest, dividends, and other income               12,000        10,000                  71,000        34,000
 Interest expense                                (3,631,000)   (3,656,000)            (10,905,000)  (10,733,000) 
                                               ------------   -----------             -----------  ------------
                                                 (3,619,000)   (3,646,000)            (10,834,000)  (10,699,000)
                                               ------------   -----------             -----------  ------------
  INCOME BEFORE EXTRAORDINARY ITEM                  531,000       692,000               1,668,000     2,008,000
                                               ------------   -----------             -----------  ------------
  Extraordinary item--early
  extinguishment of debt                                ---           ---                (449,000)          ---
                                               ------------   -----------             -----------  ------------
 
   NET INCOME                                   $   531,000   $   692,000             $ 1,219,000  $  2,008,000
                                               ============   ===========             ===========  ============
 
   PER SHARE DATA:
   Income before
     extraordinary item                         $      0.06   $      0.08             $      0.19  $       0.23
                                               ============   ===========             ===========  ============
   Extraordinary item                           $       ---   $       ---             $     (0.05) $        ---
                                               ============   ===========             ===========  ============
   Net income                                   $      0.06   $      0.08             $      0.14   $      0.23
                                               ============   ===========             ===========  ============
 
</TABLE>



                See notes to consolidated financial statements.

                                      -4-
<PAGE>
 
               SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
<TABLE>
<CAPTION>
 
                                                                     NINE MONTHS ENDED SEPTEMBER 30,
                                                                            1996           1995
                                                                   -------------------  -------------
<S>                                                    <C>                               <C>
 
OPERATING ACTIVITIES:
 Net income                                                                $ 1,219,000   $  2,008,000
 Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation                                                           6,781,000      6,183,000
      Extraordinary item--early extinguishment
        of debt                                                                449,000            ---
      Decrease in accounts receivable and
        accrued revenue                                                         39,000         85,000
      (Increase) decrease in prepaid expenses
         and other assets                                                      580,000       (302,000)
     Increase (decrease) in accounts payable
       and accrued expenses                                                  1,480,000       (541,000)
     Other, net                                                                (20,000)       146,000
                                                                           -----------   ------------
 
          NET CASH PROVIDED BY OPERATING ACTIVITIES                         10,528,000      7,579,000
                                                                           -----------   ------------
 
INVESTING ACTIVITIES:
 Acquisitions of real estate investments, net
   of debt assumed                                                                 ---     (4,747,000)
 Improvements to real estate investments                                    (5,445,000)    (9,016,000)
                                                                           -----------   ------------
 
          NET CASH USED IN INVESTING ACTIVITIES                             (5,445,000)   (13,763,000)
                                                                           -----------   ------------
 
FINANCING ACTIVITIES:
 Proceeds from mortgage notes payable and notes
   payable to banks                                                            895,000     45,008,000
 Principal payments on mortgage notes payable
   and notes payable to banks                                                 (127,000)   (25,986,000)
 Debt issuance costs and mortgage escrow deposits                             (739,000)    (2,328,000)
 Cash dividends paid                                                        (5,572,000)    (7,437,000)
 Issuance of shares pursuant to stock option
   plans                                                                        90,000         25,000
 Purchases of treasury shares                                                 (516,000)    (3,642,000)
 Minority interest in real estate
   partnerships                                                                 10,000         15,000
                                                                           -----------   ------------
 
          NET CASH (USED IN) PROVIDED BY
            FINANCING ACTIVITIES                                            (5,959,000)     5,655,000
                                                                           -----------   ------------
 
 Net decrease in cash and cash equivalents                                    (876,000)      (529,000)
 Cash and cash equivalents at
   beginning of year                                                         1,274,000      1,423,000
                                                                           -----------   ------------
 
          CASH AND CASH EQUIVALENTS
            AT END OF PERIOD                                               $   398,000   $    894,000
                                                                           ===========   ============
 
</TABLE>



                See notes to consolidated financial statements.

                                      -5-
<PAGE>
 
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1996



NOTE A -- BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with instructions to Form 10-Q and Article 10 of Regulation S-X.
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
accruals) necessary for a fair presentation have been included.  Operating
results for the three-month and nine-month periods ended September 30, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1996.  The consolidated balance sheet at December 31, 1995, has
been derived from the audited consolidated financial statements at that date,
but does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Sizeler Property Investors, Inc. Annual Report on Form
10-K for the year ended December 31, 1995.



NOTE B -- EXTRAORDINARY ITEM

Unamortized financing costs in connection with the early extinguishment of two
mortgage notes payable, totalling approximately $20 million, are reflected in
the Consolidated Statements of Income as an extraordinary item.



NOTE C -- EARNINGS PER SHARE

Primary earnings per share is based upon the weighted average number of shares
outstanding.  The weighted average number of shares outstanding were 8,423,000
and 8,557,000 for the three months ended September 30, 1996 and 1995,
respectively and 8,436,000 and 8,757,000 for the nine months ended September 30,
1996 and 1995, respectively.



NOTE D -- MORTGAGE NOTES PAYABLE

The Company's mortgage notes payable are secured by certain land, buildings, and
improvements.  At September 30, 1996, mortgage notes payable totalled $68.4
million. Individual notes ranged from $2.2 million to $16.0 million, with fixed
rates of interest ranging from 7.44% to 10.88%, and maturity dates ranging from
March 1, 1997, to September 30, 2001. Net book values of properties securing
these mortgage notes payable totalled $104.2 million at September 30, 1996, with
individual property net book values ranging from $3.3 million to $27.4 million.

                                      -6-
<PAGE>
 
FINANCIAL INFORMATION (CONTINUED)
RESULTS OF OPERATIONS
---------------------


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

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


  Income from operations for the quarters ended September 30, 1996 and 1995,
totalled $4.2 million and $4.3 million, respectively. Operating revenue from
shopping centers and apartments increased approximately $125,000 and $275,000,
respectively, resulting in a combined increase of $400,000, attributable to
higher rental rates on new and renewed leases, coupled with higher occupancy
levels. The shopping centers and apartments were 92% and 98% leased at September
30, 1996, respectively. The shopping center leased percentage of 92% does not
include a lease that has been executed between the Company and a single retail
tenant for approximately 85,000 square feet of space, subject to certain
conditions which the Company expects to be fulfilled in the fourth quarter of
1996. Operating expenses, before depreciation, increased $431,000, hence income
from operations, before depreciation, totalled $6.5 million, and is flat in
comparison to the same period a year ago. Depreciation increased $166,000
primarily due to capital improvements made to the Company's real estate
properties during 1995 and 1996.

  Interest expense decreased $25,000 for the quarter ended September 30, 1996,
compared to the same period in 1995, attributable to the following: (1) a
decrease of approximately $45,000 of interest expense on bank debt (average bank
borrowings were approximately $51.3 million and $45.9 million, with an average
interest rate of 7.1% and 8.4% for the third quarter of 1996 and 1995,
respectively), offset by; (2) an increase of approximately $20,000 in mortgage
interest expense due to: (i) mortgage debt financings totalling approximately
$16.4 million completed during the fourth quarter of 1995, (ii) repayment of
approximately $25.0 million of mortgage debt during the third quarter of 1995,
and (iii) refinancing existing mortgage debt of approximately $20.0 million in
the first quarter of 1996, whereby there was a reduction in the interest rate of
approximately 200 basis points.

  Net income for the quarter ended September 30, 1996, compared to the same
period a year ago, decreased in the aggregate and on a per-share basis,
primarily due to increased depreciation as explained above.


COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

  Income from operations totalled $12.5 million for the nine-month period ended
September  30, 1996, compared to $12.7 million for the same period in 1995.
Operating revenue from shopping centers and apartments increased approximately
$250,000 and $790,000, respectively, resulting in a combined total increase of
$1.0 million (3%), attributable primarily to higher rental rates coupled with
higher occupancy, and to a lesser extent, the acquisition of an apartment
property in mid-January of 1995. Operating expenses, before depreciation,
increased $649,000 (5%), and income from operations, before depreciation,
increased $393,000 (2%).  Depreciation increased $598,000 (10%) due to capital
improvements made to the Company's real estate properties during 1995 and 1996.

  Interest expense increased $172,000 for the nine months ended September 30,
1996, compared to that of 1995, attributable to the following: (1) an increase
of $288,000 in interest expense on bank debt (average bank borrowings were
approximately $51.8 million and $43.2 million, with an average interest rate of
7.1% and 7.6% for the nine month periods in 1996 and 1995, respectively), offset
by; (2) a net decrease of $116,000 in mortgage interest expense for the same
reasons as stated above in the discussion of the three month comparison.

  In January of 1996, the Company completed the refinancing of two mortgages,
totalling approximately $20 million, whereby the Company realized a reduction in
the interest rate on those borrowings of approximately 200 basis points.  This 
refinancing resulted in an extraordinary charge of $449,000. Net income for the
nine months ended September 30, 1996, compared to that of the same period in
1995, decreased in the aggregate and on a per-share basis, due principally to
the extraordinary charge, combined with the increase in depreciation expense,
and interest expense previously explained.

                                      -7-
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES

  The primary source of working capital for the Company is net cash provided by
operating activities, from which the Company funds normal operating requirements
and distributions to shareholders.  In addition, the Company maintains unsecured
credit lines with commercial banks, which it utilizes to temporarily finance the
cost of portfolio growth, property improvements, and other expenditures.  At
September 30, 1996, the Company had $400,000 of cash and cash equivalents and
bank commitments totalling $95 million in lines of credit, of which
approximately $43 million was available. Utilization of the bank lines is
subject to certain restrictive covenants that impose maximum borrowing levels by
the Company through the maintenance of prescribed debt-to-equity or other
financial ratios.

  Net cash flows provided by operating activities increased $2.9 million in the
first nine months of 1996 compared to the same period in 1995, attributable to
an increase in income from operations before depreciation, the recognition of an
extraordinary item associated with the early extinguishment of mortgage debt,
and a net decrease in operating assets offset by a net increase in operating
liabilities.

  Net cash flows used in investing activities decreased $8.3 million in 1996
from 1995, attributable to a decrease in the acquisition of and capital
improvements made to real estate properties.  The decrease in improvements to
properties was the result of the completion in 1995 of renovation programs at
two of the Company's shopping centers. The Company had no material commitments
for capital improvements at September 30, 1996.

  Net cash flows provided by financing activities decreased $11.6 million in the
first nine months of 1996 from that of 1995, primarily due to mortgage debt
financings completed in the first nine months of 1995, offset by a decrease in
treasury shares purchased in the first nine months of 1996 compared to 1995.  In
the first nine months of 1995, the Company completed mortgage debt financing
totalling $35.8 million, which the Company utilized to reduce variable-rate bank
debt, and to fund investment activity.  The principal purpose of the mortgage
debt financing was to limit exposure to rising interest rates by replacing a
substantial amount of the Company's variable-rate, short-term bank debt with
fixed-rate, long-term debt.  Bank debt was subsequently increased due to the
financing of capital improvements to real estate properties.

  As of September 30, 1996, thirteen of the Company's properties, comprising
approximately 38% of its gross investment in real estate, were subject to a
total of $68.4 million in mortgage debt, all of which bears a fixed rate of
interest for a fixed term.  The remainder of the portfolio may be available for
additional debt financing, if determined appropriate.  The Company anticipates
that its current cash balance, operating cash flows, and borrowing capacity
(including borrowings under its lines of credit) will be adequate to fund the
Company's future (i) operating and administrative expenses, (ii) debt service
obligations, (iii) distributions to shareholders in accordance with Internal
Revenue Code requirements for a Real Estate Investment Trust ("REIT"), (iv)
capital improvements, and (v) normal repair and maintenance expenses at its
properties.

  The Company's current dividend policy is to pay quarterly dividends to
shareholders, based upon, among other factors, funds from operations, as opposed
to net income. Because funds from operations excludes the deduction of most non-
cash charges, principally depreciation on real estate assets, quarterly
dividends will typically be greater than net income and may include a tax-
deferred return of capital component. On November 7, 1996, the Company's Board
of Directors declared a cash dividend with respect to the period July 1, 1996,
through September 30, 1996, of $.22 per share, payable on December 10, 1996, to
shareholders of record as of November 26, 1996.

                                      -8-
<PAGE>
 
                             FUNDS FROM OPERATIONS

  On January 1, 1996, the Company adopted a new definition of funds from
operations, in keeping with industry guidelines as established by the National
Association of Real Estate Investment Trusts (NAREIT).  Real estate industry
analysts utilize the concept of funds from operations as an important analytical
measure of a REIT's financial performance.  The Company considers funds from
operations in evaluating its operating results, and its dividend policy is also
based, in part, on the concept of funds from operations.


  Funds from operations is defined by the Company, in keeping with the
definition established by NAREIT, as net income, excluding gains (or losses)
from sales of property and other non-operating extraordinary items, plus
depreciation on real estate assets, and after adjustments for unconsolidated
partnerships to reflect funds from operations on the same basis. Funds from
operations does not represent cash flows from operations as defined by generally
accepted accounting principles, nor is it necessarily indicative that cash flows
are adequate to fund all cash needs. Funds from operations is not to be
considered an alternative to net income, as defined by generally accepted
accounting principles, or to cash flows as a measure of liquidity.

  For each of the quarters ended September 30, 1996 and 1995, funds from
operations totalled $2.7 million. For the nine months ended September 30, 1996,
funds from operations increased approximately $210,000 (3%), from $7.8 million
in 1995 to $8.0 million in 1996. The increase in funds from operations is
attributable to the operating performance of the Company's real estate
properties which experienced overall income growth, primarily from higher rental
rates coupled with higher occupancy and, to a lesser extent, the acquisition of
an apartment property in mid-January 1995; offset by a slight increase in
interest expense due to a higher level of average borrowings.


EFFECTS OF INFLATION

  Substantially all of the Company's retail leases contain provisions designed
to provide the Company with a hedge against inflation. Most of the Company's
retail leases contain provisions which enable the Company to receive percentage
rentals based on tenant sales in excess of a stated breakpoint and/or provide
for periodic increases in minimum rent during the lease term. Also, the majority
of the Company's retail leases are for terms of less than ten years, which
allows the Company to adjust rentals to changing market conditions. In addition,
most retail leases require tenants to contribute towards property operating
expenses, thereby reducing the Company's exposure to higher costs caused by
inflation. Apartment leases are written for short terms, generally nine to
twelve months.

                                      -9-
<PAGE>
 
                                    PART II
                               OTHER INFORMATION
                               -----------------
                                        


ITEM 1.  LEGAL PROCEEDINGS.

         There are no pending legal proceedings to which the Company is a party
         or to which any of its properties is subject, which in the opinion of
         management has resulted or will result in any material adverse effect
         on the financial position of the Company.

ITEM 2.  CHANGES IN SECURITIES.

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5.  OTHER INFORMATION.

         None.

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

         (a)  Exhibits

              27.  Financial Data Schedule.

         (b)  Reports on Form 8-K
 
              None.



                                   SIGNATURES
                                   ----------

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



                           SIZELER PROPERTY INVESTORS, INC.
                                   (Registrant)


                                
                         BY:    /s/ THOMAS A. MASILLA, JR.
                            _____________________________________
                                   Thomas A. Masilla, Jr.
                                 Vice Chairman and President
                                (Principal Operating and
                                   Financial Officer)
Date:    November 13, 1996

                                      -10-