<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K
(Mark One)

/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF l934
For the fiscal year ended            December 31, 1996
                                       OR
/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the transition period from              to

                    Commission file number       0-1359

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

               Delaware                                 53-0246410
        (State of incorporation)          (I.R.S. Employer Identification No.)

  3830 Kelley Avenue, Cleveland, Ohio                   44114
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code      (216) 881-5300

Securities registered pursuant to Section l2(b) of the Act:
Title of each class                  Name of each exchange on which registered
       None                                             None

Securities registered pursuant to Section l2(g) of the Act:
                     Common Stock, Par Value $.0l Per Share
                    Class B Stock, Par Value $.01 Per Share
                          Common Stock Purchase Rights
                                (Title of class)

Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X    No

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

At March 3, 1997, the aggregate market value of the common shares held by
non-affiliates of the registrant (based upon the closing price of the Common
Stock), was approximately $13,021,457.

As of March 3, l997, 3,752,473 common shares (Common Stock and Class B Stock)
were outstanding.

    Documents Incorporated by Reference                  Form l0-K Reference
                                           None

           The exhibit index begins on page     of this Form l0-K.
<PAGE>
                                  PART I


ITEM l.  BUSINESS

(a)  General Development of Business.

    Pubco Corporation ("Pubco") owns Buckeye Business Products, Inc.
("Buckeye"), which manufactures and markets computer and data processing
supplies, Aspen Imaging International, Inc. ("Aspen"), which distributes
computer and data processing supplies, and approximately 85% of Allied
Construction Products, Inc. ("Allied"), which manufactures and
distributes products for the construction and related industries.  Pubco
also owns certain apparel-related and printing-related trademarks and
tradenames which it licenses to others, as well as other income
generating assets.  Pubco was established in 1958 and is a Delaware
corporation.  Pubco and its wholly-owned and majority-owned subsidiaries
are collectively referred to as the "Company".  As of December 31, 1996,
the Company employed approximately 215 persons.

    The present corporate structure came about on June 27, 1996, when
Bobbie Brooks, Incorporated ("Brooks"), then a publicly traded Delaware
corporation, merged into Pubco, and the assets of Aspen, then a publicly
traded Delaware corporation, were acquired for Pubco Stock.  At the time
of the Merger, Pubco owned over 90% of the Brooks Common Stock and 100%
of the Brooks Preferred Stock, Brooks owned approximately 62% of the
Aspen Common Stock, and Buckeye operated as a division of Brooks.

(b)  Financial Information About Industry Segments.

    For purposes of industry segment reporting, the Company's operations
are conducted in two segments: computer printer supplies and construction
products.  See Note K of Notes to Consolidated Financial Statements for
further information on industry segment reporting.

(c)  Narrative Description of Business.

Computer Printer Supplies Segment

    Buckeye, which operates as a division, manufactures and markets
computer ribbons, cartridge ribbons, computer paper, laser toner,
remanufactured toner cartridges and thermal transfer ribbons.  Buckeye
also re-markets ink-jet supplies, magnetic media and copy paper.  Aspen
markets toner, ribbon products and other supplies for printing devices
which it purchases from various suppliers, including Buckeye.  Some of
Aspen's suppliers produce component parts on molds owned by Aspen.  Aspen
also publishes and sells its AspenGuideR, the definitive computer printer
industry compatibility guide which provides cross-reference information
concerning ribbons, fax, laser and other related supplies.

    Buckeye markets its products exclusively through an in-house
telemarketing organization primarily to end-users in the United States.
Buckeye also produces products for the original equipment manufacturer
                              2
<PAGE>
market.  Aspen's products are sold primarily through dealers located in
the United States who resell the products to end-users, sometimes
utilizing their own labeling.

    Buckeye has approximately 10,000 accounts, none of which represents
5% of its business.  Aspen has approximately 2,000 accounts, none of
which represents 5% of its business.

    Principal raw materials used by Buckeye are nylon impression fabric
which is primarily purchased from one weaving mill, but is readily
available from other sources, uncoated free sheet paper, which is
purchased primarily from two suppliers, but is also readily available
from numerous sources, and plastic cartridge components, which are
purchased from numerous suppliers.

    Neither Buckeye's nor Aspen's business is seasonal and neither relies
on patents or trademarks for any material part of its business.

    Backlog is not important to Buckeye's business which depends on sales
to end users who purchase product when needed or on scheduled
deliveries.  Backlog is not important to Aspen which depends on sales to
dealers who purchase product when needed.  Both Buckeye and Aspen
maintain a one to two month's supply of inventory.

    There are no dominant suppliers of product in the computer printing
supplies market which has numerous manufacturers and resellers.

Construction Products Segment

    Allied designs, manufactures, assembles and distributes products for
the construction, utility and mining industries.  Primary product lines
are divided into (A) products which are mounted on excavators, industrial
tractors, loaders and other equipment, including (i) hydraulic hammers
used for breaking rock, concrete and similar materials, (ii) hydraulic
mounted compactors used for soil compaction and pile and sheeting driving
applications, (iii) grapples used for material handling and demolition,
(iv) asphalt cutters, and (v) hydraulic pedestal boom systems used for
breaking oversize material at rock crushing operations and for waste
handling operations; and (B) underground products, including (i)
pneumatic piercing tools used to make horizontal holes for placement or
repair of underground utility lines, and (ii) aluminum trench supports
used to support the walls of open construction trenches.  During the last
three fiscal years, mounted products represented approximately 80-85% of
Allied's sales while underground products represented the balance.

    Allied maintains a long-term contractual relationship with Krupp
Bautechnik GmbH, a German manufacturer of hammers and the component parts
thereof, under which these component parts are purchased by Allied,
assembled by Allied and exclusively sold and distributed in the United
States and Canada under Allied's own tradenames.  These purchases have
represented approximately 50% of Allied's total component and material
purchases during the past three fiscal years.
                              3
<PAGE>
    Other sources of components and materials for Allied's products
include various metal products manufacturers, hydraulic system component
suppliers, and steel and aluminum suppliers, principally located in the
United States.  No other supplier represents more than 5% of Allied's
component and material purchases.  Raw materials used in the manufacture
of Allied's products are available from a variety of sources.

    Allied's business is seasonal with approximately 60% of its annual
sales generated during the first half of the calendar year.

    Allied actively sells to over 200 customers, none of which represents
more than 5% of Allied's annual sales.

    Firm order backlog totalled approximately $4,168,000 as of
February 20, 1997 compared to approximately $4,286,000 at February 23,
1996.  Average backlog ranges from a high of $5,000,000 to a low of less
than $1,000,000.  Backlog represents orders expected to be filled within
the current fiscal year.

    Allied markets its products principally through distributors.  Allied
competes with approximately 15 other foreign and domestic manufacturers
in the mounted product market and approximately 10 other foreign and
domestic manufacturers in the underground product market.  None of
Allied's competitors are believed to hold a dominant position although
some have greater financial resources than Allied.

Trademark Licensing

    Since 1986, Garan, Incorporated, a New York City based AMEX company,
has been using the "Bobbie Brooks", "New Expressions by Bobbie Brooks"
and "Present Co. by Bobbie Brooks" registered trademarks under a
licensing agreement with the Company.  Garan and its sublicensees sell
sportswear under these labels exclusively at Wal-Mart Stores.  While the
license agreement allows sales throughout the United States, Canada,
Puerto Rico and Mexico, sales are actually occuring only where Wal-Mart
operates retail stores.  Effective for the three year period commencing
January 1, 1996, the Company receives a set annual licensing fee of
$475,000, payable quarterly.  Under separate licensing agreements with
two unaffiliated commercial printers, the Company has been licensing the
use of its "Tabard/Copley" tradename in the cities of New York and
Atlanta in exchange for monthly licensing fees based upon sales of
printing services by such printers using this tradename.  All licensing
fees are recorded within the Corporate segment in Industry Segment
Information at Note K.

                              4
<PAGE>
ITEM 2.  PROPERTIES

    The Company owns or leases the following properties:

                        Owned or   Square
      Location          Leased     Footage               Use
-----------------       --------   --------  ------------------------------
St. Louis, MO           Owned      100,000   Commercial printing/offices
                                             leased through 2001

Havana, IL              Owned       25,000   Retail; leased through 2000

Cleveland, OH           Leased     312,000   Buckeye's/Allied's operations
                                             executive/administrative
                                             facilities; portion subleased
                                             to third party


ITEM 3.  LEGAL PROCEEDINGS

    The Company is not involved in any material pending legal proceedings.


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

    No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 3l, l996.

                              5
<PAGE>
                                PART II


ITEM 5.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS

(a) Market Information.

    Pubco's Common Stock is traded over-the-counter and quoted on
NASDAQ's SmallCap Market under the symbol "PUBO".  The following table
presents for 1995 the high and low bid prices of Pubco's Common Stock as
reported by NASDAQ.  Quotations are interdealer prices which do not
include retail markups, markdowns or commissions and do not necessarily
represent actual transactions.  For 1996, the following table presents
the high and low sales prices of Pubco's Common Stock as reported by
NASDAQ.

1995                                            High            Low
    First Quarter                             $ 5             $ 4 1/2
    Second Quarter                              5               4
    Third Quarter                               5 1/4           4
    Fourth Quarter                              6 1/2           5 1/4
1996
    First Quarter                             $ 7             $ 6
    Second Quarter                              9               6 3/8
    Third Quarter                               8 5/8           7
    Fourth Quarter                              8 7/8           7 1/4

    Transferability of Class B Stock is restricted to certain family
members and others who are "Permitted Transferees" (as defined) and
accordingly there is no market for Class B Stock.  However, Class B Stock
is convertible into Common Stock on a share-for-share basis.

(b) Holders.

    There were approximately 10,800 holders of Common Stock of record and
approximately 450 holders of Class B Stock of record, as of March 3, 1997.

(c) Dividends.

    Pubco has never paid cash dividends on its Common Stock and Class B
Stock and does not anticipate paying dividends on its Common Stock or
Class B Stock in the forseeable future.  In addition, no dividends may be
paid on the Common Stock or Class B Stock while there is any unpaid
dividend on the Preferred Stock.  Subject to the foregoing, the payment
of dividends will depend, among other factors, on earnings, capital
requirements and the operating and financial condition of the Company.

                              6
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

(All numbers shown in 000's except share data and ratios)

Selected Statement of Operations Data
<CAPTION>
                                                    Years Ended December 31
                                    1996         1995         1994         1993         1992
<S>                             <C>          <C>          <C>          <C>          <C>
Net Sales (B)                    $ 51,069     $ 47,590     $ 46,016     $ 42,084     $ 25,030
                                ---------    ---------    ---------    ---------    ---------
Net Income (Loss):
 Continuing Operations              6,291        3,953        3,380        2,386          925
 Discontinued Operations (A)            -        1,100      (13,588)      (2,511)      (8,555)
                                ---------    ---------    ---------    ---------    ---------
Net Income (Loss)                   6,291        5,053      (10,208)        (125)      (7,630)
                                ---------    ---------    ---------    ---------    ---------
Net Income (Loss) Applicable
  to Common Stockholders (D)        5,416        4,178      (10,908)        (825)      (8,365)
                                ---------    ---------    ---------    ---------    ---------
Income (Loss) Per Share:
 Continuing Operations (D)           1.50          .89          .77          .49          .05
 Discontinued Operations (A)            -          .32        (3.92)        (.73)       (2.47)
                                ---------    ---------    ---------    ---------    ---------
 Net Income (Loss)
 per Common Share (D)            $   1.50     $   1.21     $  (3.15)    $   (.24)    $  (2.42)
                                ---------    ---------    ---------    ---------    ---------
Weighted Average
 Number of Shares               3,610,278    3,463,387    3,463,727    3,463,727    3,463,727
                                ---------    ---------    ---------    ---------    ---------
</TABLE>
<TABLE>
<CAPTION>
Selected Balance Sheet Data
                                                          December 31
                                    1996         1995         1994         1993         1992
<S>                             <C>          <C>          <C>          <C>          <C>
Working Capital Ratio            2.8 to 1     2.3 to 1     1.3 to 1     1.5 to 1     2.0 to 1
Total Assets                     $ 63,359     $ 56,243     $ 50,106     $ 73,127     $ 76,771
Long-term Debt                          -        2,407          949        6,057       10,695
Stockholders' Equity               31,335       21,515       16,548       27,456       31,192
Common Stockholders'
 Equity (C)                        24,335       14,515        9,548       20,456       24,192
 Per Common Share (C)            $   6.49     $   4.19     $   2.76     $  5.91      $   6.98
Shares Outstanding
 at Year End                    3,752,473    3,461,727    3,463,727    3,463,727    3,463,727

<FN>
(A) Includes the discontinuance of the commercial printing segment in 1993 and the
    discontinuance of the apparel and retail segments in 1994.  Refer to Note C of the
    Consolidated Financial Statements.
(B) The increase in sales in 1993 is primarily due to the Allied acquisition.
(C) Common Stockholders' Equity and Stockholders' Equity Per Common Share are computed net of
    the face value of Preferred Stock.
(D) Net of Preferred Stock dividend requirements.
</TABLE>

                              7
<PAGE>
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


Comparison of 1996 and 1995

The Company's 1996 results of operations improved over 1995 primarily as
the result of an increase in interest income, nonrecurring gains on sale
of fixed assets (included in other income), as well as improvements in
Allied's operating income.

Sales increased in 1996 from 1995 primarily as the result of the
inclusion of the sales of Aspen in 1996 due to the increase in Brooks'
ownership of Aspen to approximately 62% at December 31, 1995.  In 1995,
the Company accounted for Aspen's results of operations using the equity
method which were not significant and were included in other income in
the Company's Consolidated Statements of Operations.

The gross profit percentage increase in 1996 compared to 1995 is the
result of a lower cost of sales at Allied resulting from favorable
currency fluctuations and product mix as well as the inclusion of Aspen
in 1996.

Selling, general and administrative expenses increased in 1996 from 1995
primarily as the result of the inclusion of Aspen in 1996.

Other income, net, increased in 1996 from 1995 primarily as the result of
net gains on sales of fixed assets.

The change in interest, net, is primarily the result of lower borrowing
levels at Allied during 1996 compared to 1995 and the significant
increase in interest income.  Earnings from the Company's cash and cash
equivalents and marketable securities and other short term investments
increased because of increases in the amount of such assets.  The Company
will continue to generate interest and other income on its available
funds until used to acquire other operating businesses.  While no
particular acquisition is pending or has been identified, the Company
routinely reviews acquisition opportunities.


Comparison of 1995 and 1994

In 1995, the Company completed its transformation from a company with
predominantly retail and apparel operations to a company which
manufactures and distributes business to business products.  The closure
of the Company's retail department store chain in 1994 and discontinuance
of its apparel manufacturing operations in 1994 were accounted for as
discontinued operations.  Income from discontinued operations, net of
taxes, for 1995 was the result of actual results being more favorable
than anticipated when the accrual was established during 1994.

                              8
<PAGE>
The Company's continuing operations primarily consist of Buckeye and
Allied.  Each of these operations is located at the Company's
manufacturing facility in Cleveland, Ohio.

The increase in sales from 1994 to 1995 is primarily due to an increase
in sales at Allied resulting from the introduction of a grapple product
line in late 1994, as well as increased sales of pedestal boom systems
and trench shoring equipment.

The decrease in gross profit percentage in 1995 from 1994 is primarily
due to a lower gross profit percentage at Allied.  Because Allied
purchases components from a German manufacturer, the lower value of the
Dollar versus the Deutsche Mark in 1995 compared with 1994 resulted in
increased cost of sales and lower gross profits at Allied.

Lower borrowing levels at Allied and Buckeye in 1995 compared to 1994
resulted in a decrease in interest expense in 1995.  The 1995 results of
operations include interest income from the proceeds of the discontinued
operations.  These factors caused the change in net interest from 1994 to
1995.

The dividend requirements for the preferred stock adjust annually, in
January, based on changes in the prime rate.  The increase at January,
1995 caused the increase in preferred stock dividend requirements.

                              9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1996, the Company had $26,416,000 of cash, cash
equivalents, marketable securities and other short-term investments and
no long-term debt.  The securities are subject to risk of loss and
fluctuations in value.  The income generated from such marketable
securities and other short-term investments may not be the same from year
to year.  The Company will continue to buy, hold and sell marketable
securities and other investments to the extent funds are not required to
make an acquisition of other operating businesses.  The Company also has
a $10,000,000 line of credit which can be used for acquisitions.  The
Company regularly reviews acquisition opportunities, but no particular
acquisition is currently pending.

Stockholders' equity of $31,300,000 at December 31, 1996 includes Common
and Preferred stockholders' equity.  In order to calculate Common
stockholders' equity at December 31, 1996, the face value of the
Preferred Stock ($7,000,000) and any unpaid cumulative dividends on the
Preferred Stock must be subtracted from total stockholders' equity.
There were no unpaid cumulative preferred stock dividends outstanding at
December 31, 1996.

To the extent that the Company is able to utilize its net operating loss
carryforwards, there will be a positive impact on the Company's future
cash flows and liquidity.

On October 30, 1995, Pubco announced that it would purchase from time to
time in the open market up to 175,000 of its shares.  Through December
31, 1996, the Company had purchased 2,000 of its shares at a purchase
price of approximately $12,000.

                             10
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA










                AUDITED CONSOLIDATED FINANCIAL STATEMENTS

                    PUBCO CORPORATION AND SUBSIDIARIES

                            DECEMBER 31, 1996







                             11
<PAGE>



                     REPORT OF INDEPENDENT AUDITORS




Board of Directors and Stockholders
Pubco Corporation


We have audited the accompanying consolidated balance sheets of Pubco
Corporation and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended December 31,
1996.  Our audits also included the financial statement schedule listed
in the index at Item 14(a).  These financial statements and schedule are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements and schedule based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Pubco Corporation and subsidiaries at December 31, 1996 and
1995, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 1996,
in conformity with generally accepted accounting principles.  Also, in
our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.




                                            Ernst & Young LLP

Akron, Ohio
March 21, 1997

                             12
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)





                                                               December 3l
                                                            1996         1995
<S>                                                       <C>          <C>
ASSETS

CURRENT ASSETS

  Cash and cash equivalents                               $  1,539     $  7,919
  Marketable securities and other
    investments available for sale--Note D                  24,877       11,836
  Trade receivables (less allowances of
    $269 in 1996 and $279 in 1995)                           4,410        5,058
  Inventories--Note H                                        6,681        7,447
  Deferred income taxes                                        735            -
  Prepaid expenses and other current assets                  1,085          756
                                                          --------     --------
                             TOTAL CURRENT ASSETS           39,327       33,016




PROPERTY AND EQUIPMENT--Note H                               5,929        8,492




INTANGIBLE ASSETS ARISING FROM ACQUISITIONS
  (at cost less accumulated amortization of
  $677 in 1996 and $490 in 1995)--Note A                     1,129          676




OTHER ASSETS--Notes F and H                                 16,974       14,059
                                                          --------     --------
                                     TOTAL ASSETS         $ 63,359     $ 56,243
                                                          ========     ========






<FN>
See notes to consolidated financial statements.
</TABLE>

                             13
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



($ in 000's except share amounts)
                                                               December 3l
                                                            1996         l995
<S>                                                       <C>          <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                        $  5,224     $  4,738
  Accrued liabilities--Note H                                8,906        9,287
  Loans payable-related party--Note G                            -          289
  Current portion of long-term debt--Note G                      -          218
                                                          --------     --------
                             TOTAL CURRENT LIABILITIES      14,130       14,532

LONG-TERM DEBT--Note G                                           -        2,407

DEFERRED CREDITS AND NONCURRENT LIABILITIES--Notes F and H  17,286       14,767

MINORITY INTERESTS                                             608        3,022

STOCKHOLDERS' EQUITY--Notes A and E

  Preferred Stock:
    Preferred Stock-par value $.01; 2,000,000
      shares authorized, 70,000 shares issued
      and outstanding in 1996 ($7,000 aggregate
      liquidation preference in 1996 and 1995)                   1            1
    Convertible preferred stock-par value $1;
      20,000 shares authorized, none issued                      -            -
  Common Stock:
    Common Stock-par value $.01; 5,000,000
      shares authorized; 3,198,088 issued
      and 3,196,088 outstanding in 1996
      and 2,906,697 issued and 2,904,697
      outstanding in 1995                                       32           29
    Class B Stock-par value $.01; 2,000,000
      shares authorized; 556,385 issued and
      outstanding in 1996 and 557,030 issued
      and outstanding in 1995                                    6            6
  Additional paid in capital                                32,180       30,082
  Retained (deficit)                                        (3,101)      (9,392)
  Unrealized gains on investments available for sale         2,229          801
                                                          --------     --------
                                                            31,347       21,527
  Treasury stock at cost, 2,000 shares
    in 1996 and 1995                                           (12)         (12)
                                                          --------     --------
                            TOTAL STOCKHOLDERS' EQUITY      31,335       21,515
                                                          --------     --------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 63,359     $ 56,243
                                                          ========     ========
<FN>
See notes to consolidated financial statements.
</TABLE>

                             14
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)

                                                               Year Ended December 3l
                                                             1996        1995        1994
<S>                                                      <C>         <C>         <C>
Net sales                                                 $ 51,069    $ 47,590    $ 46,016
Cost of sales                                               36,747      34,844      32,402
                                                         ---------   ---------   ---------
                                        GROSS PROFIT        14,322      12,746      13,614
Costs and expenses:
  Selling, general and administrative expenses              11,339       9,956      10,132
  Interest, net                                             (2,287)       (911)        398
                                                         ---------   ---------   ---------
                                                             9,052       9,045      10,530
Other income, net--Note F                                      558         335         370
                                                         ---------   ---------   ---------

                   INCOME FROM CONTINUING OPERATIONS
           BEFORE INCOME TAXES AND MINORITY INTEREST         5,828       4,036       3,454

Provision for income taxes--Note I                            (534)         53          38
                                                         ---------   ---------   ---------

                              INCOME FROM CONTINUING
                 OPERATIONS BEFORE MINORITY INTEREST         6,362       3,983       3,416

Minority interest                                              (71)        (30)        (36)
                                                         ---------   ---------   ---------

                   INCOME FROM CONTINUING OPERATIONS         6,291       3,953       3,380

Income (loss) from discontinued operations,
  net of taxes--Note C                                           -       1,100     (13,588)
                                                         ---------   ---------   ---------

                                   NET INCOME (LOSS)         6,291       5,053     (10,208)

Preferred stock dividend requirements                          875         875         700
                                                         ---------   ---------   ---------

 NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS      $  5,416    $  4,178    $(10,908)
                                                         =========   =========   =========

Earnings (loss) per share--Note A:
             CONTINUING OPERATIONS (NET OF PREFERRED
                        STOCK DIVIDEND REQUIREMENTS)      $   1.50    $    .89    $    .77
                             DISCONTINUED OPERATIONS             -         .32       (3.92)
                                                         ---------   ---------   ---------
                                   NET INCOME (LOSS)      $   1.50    $   1.21    $  (3.15)
                                                         =========   =========   =========

Weighted average number of shares
  outstanding--Notes A and E                             3,610,278   3,463,387   3,463,727
                                                         =========   =========   =========

<FN>
See notes to consolidated financial statements.
</TABLE>

                             15
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PUBCO CORPORATION AND SUBSIDIARIES


      ($ in 000's except share amounts)

Three Years Ended December 3l, l996

                                 Preferred Stock   Common Stock   Class B Stock  Additional   Retained
                                          Par               Par            Par    Paid In     Earnings
                                  Shares Value    Shares   Value  Shares  Value   Capital    (Deficit)
<S>                              <C>       <C>   <C>         <C>  <C>       <C>   <C>        <C>
Balance at January 1, 1994        70,000   $ 1   2,904,293   $29  559,434   $ 6   $31,657    $ (4,237)

  Conversion of Class B
  Stock to Common Stock--Note E                        932           (932)

  Preferred Stock dividends paid
  (paid at $10.00 per share)
  --Note E                                                                           (700)

  Net (loss) for l994                                                                         (10,208)
                                 -------   ---   ---------   ---  -------   ---   -------    --------
Balance at December 31, 1994      70,000   $ 1   2,905,225   $29  558,502   $ 6   $30,957    $(14,445)

  Conversion of Class B
  Stock to Common Stock--Note E                      1,472         (1,472)

  Shares purchased to Treasury                      (2,000)

  Preferred Stock dividends paid
  (paid at $12.50 per share)
  --Note E                                                                           (875)

  Net income for l995                                                                           5,053
                                 -------   ---   ---------   ---  -------   ---   -------    --------
Balance at December 31, 1995      70,000   $ 1   2,904,697   $29  557,030   $ 6   $30,082    $ (9,392)

  Conversion of Class B
  Stock to Common Stock--Note E                        645           (645)

  Preferred Stock dividends paid
  (paid at $12.50 per share)
  --Note E                                                                           (875)

  Shares issued--Note B                            290,746     3                    2,973

  Net income for 1996                                                                           6,291
                                 -------   ---   ---------   ---  -------   ---   -------    --------
Balance at December 31, 1996      70,000   $ 1   3,196,088   $32  556,385   $ 6   $32,180    $ (3,101)
                                 =======   ===   =========   ===  =======   ===   =======    ========

<FN>
See notes to consolidated financial statements.
</TABLE>

                             16
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
                                                                      Year Ended December 3l
                                                                 1996          1995          1994
<S>                                                           <C>           <C>           <C>
OPERATING ACTIVITIES
  Net income from continuing operations                       $  6,291      $  3,953      $  3,380
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Income (loss) from discontinued operations                     -         1,100       (13,588)
      Write-down of assets of discontinued segments                  -             -         3,836
      Depreciation and amortization                              1,358         1,379         2,255
      Deferred income taxes                                       (735)            -             -
      Net (gain) on sales of securities                            (51)          (75)         (133)
      Net (gain) loss on disposal of fixed assets                 (500)         (256)          199
      Minority interest                                            (36)          (55)           36
      Changes in operating assets and liabilities
        net of acquisitions and divestitures:
          Trade receivables                                        648         1,292         6,919
          Inventories                                              766           491        19,938
          Other assets                                            (539)         (272)        1,006
          Accounts payable                                         486        (2,121)       (4,401)
          Other current liabilities                               (380)       (2,471)         (929)
          Deferred credits and noncurrent liabilities             (216)         (750)          750
                                                              --------      --------      --------
              NET CASH PROVIDED BY OPERATING ACTIVITIES          7,092         2,215        19,268

INVESTING ACTIVITIES
  Distributions from partnership and trust investments               -             -            25
  Purchases of marketable securities                           (20,882)      (11,764)            -
  Proceeds from sales of marketable securities                   9,320         1,364           723
  Purchases of fixed assets                                       (173)         (327)       (3,808)
  Proceeds from the sale of fixed assets                         2,095         2,727         3,769
  Purchase of subsidiaries' stock                                  (43)         (665)            -
  Cash acquired in Aspen investment                                  -         4,359             -
    NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES         (9,683)       (4,306)          709
                                                              --------      --------       -------
FINANCING ACTIVITIES
  Net (repayments) on loans payable                               (289)       (1,622)         (300)
  Net (repayments) on other facilities                               -             -        (1,577)
  Proceeds from long-term debt                                  26,294        32,614        34,465
  Principal payments on long-term debt                         (28,919)      (32,678)      (40,404)
  Dividends paid on preferred stock                               (875)         (875)         (700)
  Purchase of treasury stock                                         -           (12)            -
                                                              --------      --------       -------
                 NET CASH (USED IN) FINANCING ACTIVITIES        (3,789)       (2,573)       (8,516)
                                                              --------      --------       -------

       (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS         (6,380)       (4,664)       11,461

         CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR          7,919        12,583         1,122
                                                              --------      --------      --------
               CASH AND CASH EQUIVALENTS AT END OF YEAR       $  1,539      $  7,919      $ 12,583
                                                              ========      ========      ========
<FN>
See notes to consolidated financial statements.
</TABLE>

                             17
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUBCO CORPORATION AND SUBSIDIARIES

December 3l, l996
($ in 000's except share amounts)




NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:  The consolidated financial statements of Pubco
Corporation ("Company" or "Pubco") include the accounts of the Company and its
wholly-owned and majority-owned subsidiaries.  Intercompany balances and
transactions have been eliminated in consolidation.

The Company includes its Buckeye Business Products, Inc. division ("Buckeye")
and its Aspen Imaging International, Inc. ("Aspen") subsidiary which
manufacture and market computer and data processing supplies, and Pubco owns
approximately 85% of Allied Construction Products, Inc. ("Allied"), which
manufactures and distributes products for the construction and related
industries.  Pubco also owns other income producing assets.

Cash and Cash Equivalents:  Cash equivalents are composed of all highly liquid
investments generally with a maturity of three months or less at the time of
purchase.

Marketable Securities and Other Investments:  Marketable securities and other
investments are classified as available for sale and, accordingly, are stated
at fair value, with the unrealized gains and losses reported in a separate
component of stockholders' equity.  Realized gains and losses, and declines in
value judged to be other-than-temporary, are included in "other income, net"
in the consolidated statements of operations.  The cost of securities sold is
based on the specific identification method.

Inventories:  Inventories are stated at the lower of cost (first-in,
first-out) or market.

Financial Instruments:  The Company's financial instruments recorded on the
balance sheet include cash and cash equivalents and long-term debt.  Because
of their short maturity, the carrying amount of cash and cash equivalents
approximates fair value.  Because the majority of long-term debt is at market
rates of interest that adjust frequently, the carrying amount of long-term
debt approximates fair value.

Off balance sheet financial instruments include foreign currency exchange
agreements.  In the normal course of business, the Company's construction
products subsidiary purchases components from a German supplier and from time
to time, enters into foreign currency exchange contracts with banks in order
to fix its trade payables denominated in the Deutsche Mark.  The contract
amounts outstanding and the net deferred gains or losses were not significant
at December 31, 1996 and 1995.

                             18
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

Long-lived Assets:  Property and equipment are recorded at cost with
depreciation and amortization principally computed by the straight-line method
over the following estimated useful lives: buildings, 10 to 30 years;
machinery, equipment and fixtures, 5 to 10 years; and leasehold improvements,
5 to 10 years.

Intangible assets ("goodwill") represents the excess of the purchase price
over the fair value of the net assets of acquired businesses and is being
amortized by the straight-line method, in most cases over 10 to 15 years.  The
carrying amount of goodwill is reviewed if facts and circumstances suggest
that it may be impaired.  If this review indicates that goodwill will not be
recoverable, as determined based on the estimated undiscounted cash flows of
the entity acquired over the remaining amortization period, the carrying
amount of the goodwill is reduced by the estimated shortfall of cash flows.

Impairment of long-lived assets is recognized when events or changes in
circumstances indicate that the carrying amount of the asset or related groups
of assets may not be recoverable.  Measurement of the amount of impairment may
be based on appraisal, market values of similar assets or estimated discounted
future cash flows resulting from use and ultimate disposition of the asset.

Research and Development Costs:  Allied performs research and development on
present and future products and all costs are expensed as incurred.  Total
expenditures amounted to $385, $489 and $647 for the years ended December 31,
1996, 1995 and 1994.

Per Common Share Amounts:  Per common share amounts are computed after
preferred dividend requirements on the basis of the weighted average number of
shares of Common Stock outstanding.

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
and disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.

Reclassifications:  Certain amounts presented in prior years' financial
statements and the notes thereto have been reclassified to conform to the 1996
presentation.

                             19
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE B--BUSINESS COMBINATIONS

On June 27, 1996 Bobbie Brooks, Incorporated ("Brooks"), an approximately 90%
owned subsidiary, merged with and into the Company.  As a result of the
merger, each Brooks stockholder received one share of the Company's Common
Stock in exchange for each six shares of Brooks Common Stock.

On June 27, 1996, the Company also acquired all of the assets of Aspen,
subject to all of its liabilities, in exchange for Common Stock of the
Company.  As a result of the acquisition, each Aspen stockholder received one
share of the Company's Common Stock for each seven shares of Aspen Common
Stock.

The merger of Brooks into the Company and the acquisition by the Company of
the assets and business of Aspen, resulted in the Company issuing
approximately 290,746 shares of the Company's Common Stock to the Brooks and
Aspen minority stockholders.  The Company paid cash in lieu of fractional
shares.  The Merger of Brooks into the Company was accounted for under the
purchase method of accounting.  The minority interest of Brooks acquired in
the Merger was valued for accounting purposes at an amount equal to the market
value of the stock of the Company issued to the Brooks minority stockholders.
Goodwill of $640,000 was recognized as a result of the Merger.  The stock of
the Company received by the minority stockholders of Aspen was valued for
accounting purposes at an amount equal to the fair value of the net assets
acquired.

Brooks had increased its ownership in Aspen at year-end 1995 from
approximately 41% to approximately 62%.  The Company's Consolidated Balance
Sheets at December 31, 1996 and December 31, 1995 include the accounts of
Aspen.  The Company's Consolidated Statements of Operations for 1996 include
the results of Aspen's operations whereas the Company's Consolidated
Statements of Operations for 1995 and 1994 account for Aspen's operations on
the equity method.

The Company's financial statements include transactions with Aspen prior to
year-end 1995.  Product sales to and purchases from Aspen approximated $1,001
and $147, respectively, for the year ended December 31, 1995 and $1,486 and
$296, respectively, for the year ended December 31, 1994.  All such
transactions were at cost.  In addition, during 1994, to replace Aspen's toner
filling operation which was eliminated when Aspen sold its Colorado building,
the Company constructed a toner filling room for Aspen's use at the Company's
facility costing approximately $40, which amount was reimbursed to the Company
by Aspen.  Company personnel performed a variety of manufacturing, accounting,
shipping and other support services for Aspen at the Company's cost.  During
1995 and 1994, these costs approximated $157 and $136, respectively which
amounts were reimbursed to the Company by Aspen.

                             20
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE C--DISCONTINUED OPERATIONS

At September 30, 1994, the Company discontinued the operations of its retail
and apparel manufacturing segments.  Accordingly, a charge was made in 1994
for such discontinued operations related to the write-down of net assets to
their net realizable value and to provide for operating losses during the
phaseout period.  Operations of the retail and apparel manufacturing segment
in 1994 resulted in a loss of approximately $2,821 through the measurement
date.  Operations of the retail and apparel manufacturing segment for the
fourth quarter of 1994 resulted in a loss of approximately $2,124 which was
charged against the reserve for discontinued operations.  In 1995, the Company
reduced the reserve by $1,100 primarily related to actual results being more
favorable than anticipated when the accrual was established in 1994.  The
remaining reserve balance of $1,284 at December 31, 1996, is believed to be
sufficient to provide primarily for the costs of future lease, employee and
other liabilities.

Results of these discontinued operations include:

                                                     Year Ended December 3l
                                                        1995         1994

    Sales                                            $       -    $ 40,702
                                                     =========    ========
    (Loss) from operations                                   -    $ (2,808)
    Income tax expense                                       -          13
                                                     ---------    --------
    (Loss) income from operations                            -      (2,821)
    Income (loss) on disposals
      (no tax effect)                                    1,100     (10,767)
                                                     ---------    --------
    Income (loss) from discontinued
      operations                                     $   1,100    $(13,588)
                                                     =========    ========

                             21
<PAGE>
<TABLE>
<CAPTION>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE D--MARKETABLE SECURITIES

The following is a summary of available for sale securities:

                                                        Gross        Gross      Estimated
                                                      Unrealized   Unrealized     Fair
                                            Cost         Gains      (Losses)      Value
    <S>                                  <C>           <C>           <C>         <C>
    December 31, 1996
    US Corporate Equity Securities       $  3,069      $    409      $    (88)   $  3,390
    US Corporate Debt Securities           11,132           635          (143)     11,624
    Foreign Government Debt Securities      3,759         1,213            (9)      4,963
    Foreign Corporate Debt Securities       4,688           212             -       4,900
                                         --------      --------      --------    --------
                                         $ 22,648      $  2,469      $   (240)   $ 24,877
                                         ========      ========      ========    ========
    December 31, 1995
    US Corporate Equity Securities       $  4,425      $    176      $   (140)   $  4,461
    US Corporate Debt Securities            3,056            30             -       3,086
    Foreign Government Debt Securities      3,554           735             -       4,289
                                         --------      --------      --------    --------
                                         $ 11,035      $    941      $   (140)   $ 11,836
                                         ========      ========      ========    ========
</TABLE>
The gross realized gains on sales of securities available for sale totaled
$1,086 and $75 for 1996 and 1995, respectively.  The gross realized losses
totaled $1,035 in 1996.

The cost and estimated fair value of debt securities at December 31, 1996,
by estimated maturity, are shown below.  Expected maturities may differ
from contractual maturities because the issuers of the securities may have
the right to prepay obligations without prepayment penalties.

                                                               Estimated
                                                   Cost        Fair Value

    Due in one year or less                      $  1,731       $  1,739
    Due after one year through three years          1,304          1,220
    Due after three years                          16,544         18,528
                                                 --------       --------
                                                 $ 19,579       $ 21,487
                                                 ========       ========

                             22
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE E--STOCKHOLDERS' EQUITY

The Company's Common Stock has one vote per share and Class B Stock has ten
votes per share.  Transferability of Class B Stock is restricted and,
accordingly, there is no market for Class B Stock.  However, Class B Stock
is convertible into Common Stock on a share-for-share basis.

The Company's Preferred Stock is subject to redemption, in whole or in
part, at the Company's option at any time.  In the event of a redemption of
the Preferred Stock or a liquidation of the Company, holders of Preferred
Stock are entitled to a distribution equal to the face value of the
Preferred Stock (and any unpaid cumulative dividends) before any amount may
be paid on Common Stock.

The Company's non-voting Preferred Stock Series A requires cumulative
annual dividends on the $100 face value per share at four percent above the
averaged base lending rate of three large commercial banks.  No dividend
may be paid on Common Stock while there is any dividend arrearage on the
Preferred Stock.  In 1996, the Company paid $875 ($12.50 per share) of
Preferred Stock Series A dividends which were treated as a return of
capital.  As of December 31, 1996, there were no undeclared and unpaid
dividends on the Preferred Stock.

Stockholders' equity of $31,335 at December 31, 1996 includes Common and
Preferred stockholders' equity.  In order to calculate Common stockholders'
equity at December 31, 1996, the face value of the Preferred Stock ($7,000)
and any unpaid cumulative dividends on the Preferred Stock must be
subtracted from total stockholders' equity.  There were no unpaid
cumulative Preferred Stock dividends outstanding at December 31, 1996.

The Company has an Incentive Plan that allows the granting of stock options
and stock awards to officers and key employees of the Company.  Up to
80,000 shares of Common Stock are available under the Incentive Plan.
Stock options are generally not exercisable until five years after grant
and then vest over time.  The exercise price per share must generally be at
least equal to the fair market value per share on the date of the
respective grant.  All shares subject to a stock award are deemed
Restricted Stock until the fifth anniversary of the date of the award and
then lose such restricted qualification over time.  Shares of Restricted
Stock are subject to forfeiture following termination of employment and
other events.  To date, no options or stock awards have been granted under
such plan.

                             23
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE F--RETIREMENT PLANS

The Company maintains two discretionary non-qualified profit sharing plans
to provide retirement benefits for certain of its key employees.  The
assets are segregated, but are included in Other Assets.  The liabilities
associated with these plans are included in Other Liabilities.  Allied
maintains a 401(k) plan, with discretionary Company contributions.
Expenses under these various plans aggregated approximately $366, $346 and
$322 for the years ended December 3l, 1996, l995 and l994, respectively.

The Company makes contributions to a collectively-bargained, multiemployer
defined benefit pension plan.  The Company contributed and charged to
expense $10, $8 and $73 for the years ended December 3l, l996, l995 and
1994, respectively, for the plan.  These contributions are determined in
accordance with the provisions of negotiated labor contracts and generally
are based on the amount of time worked.  Information as to the Company's
portion of the accumulated plan benefits, plan net assets and unfunded
vested benefits, if any, is not determinable.  In the event of a withdrawal
from the plan, the Company may be subject to a withdrawal liability under
the provisions of the Multiemployer Pension Plan Amendments Act of 1980.
Management does not intend to take any action that would subject the
Company to any such liability under the plan.

The Company maintains a noncontributory defined benefit pension plan
covering employees who are under a collective bargaining agreement and
sponsors a pension plan for terminated employees of a former operation of a
predecessor company.  The excess actuarial present value of accumulated
plan benefits over net assets available for benefits under these plans was
approximately $216 and $365 at December 31, 1996 and 1995, respectively,
which amounts have been reflected in the accompanying balance sheets.
Expenses under these plans were approximately $62, $50 and $48 for 1996,
1995 and 1994, respectively.

Since 1986, the Company's President has deferred his salary under the terms
of deferred compensation plans established for his benefit.  As compensation
is earned by him, it is paid by the Company to deferred compensation trusts
and included in selling, general and administrative expenses.  Amounts are
being distributed to him by the trusts in accordance with the terms of the
deferred compensation plans.  The securities included in these trusts are
classified as trading and, accordingly, are stated at fair value. Unrealized
gains (losses) were $1,564, $2,004 and ($598) for the years ended December
31, 1996, 1995 and 1994, respectively. Realized and unrealized gains and
losses, interest, dividends and plan expenses are reflected in other income,
net, and total $3,013, $3,998 and ($42) for the years ended December 31, 1996,
1995 and 1994, respectively.  There is no resulting effect on net income,
because these are matched by changes to deferred compensation expense, which
are also included in other income, net.  The amounts of these changes were
($3,013), ($3,998) and $42 for the years ended December 31, 1996, 1995 and
1994, respectively.

                             24
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE F--RETIREMENT PLANS--CONTINUED

The Company provides life insurance benefits and/or contributes to the cost
of medical insurance for certain retired salaried and commission basis
employees.  The accumulated postretirement benefit obligation and related
expense recorded for each year are not material to the balance sheet or the
results of operations.

NOTE G--FINANCING ARRANGEMENTS

During 1996, the Company repaid Robert H. Kanner, the Company's Chairman,
President & CEO, the remaining $289 under a demand note.  Interest expense
on this note was $10, $51 and $177 in the years ended December 31, 1996,
December 31, 1995 and December 31, 1994, respectively.

The Company has a $10,000 revolving credit facility at LIBOR plus 1.5% or
the lending bank's prime rate ("Prime"), at the Company's option, expiring
in 1999, with no outstanding borrowings at December 31, 1996.  The Company
has a $2,500 demand credit facility at LIBOR plus 2% or Prime, at the
Company's option, expiring in 1997, with no outstanding balance at December
31, 1996.  The Company has a $3,000 revolving credit facility at LIBOR plus
2.5% or Prime, at the Company's option, expiring in 1997, with no
outstanding balance at December 31, 1996.

Total interest payments by the Company were $120, $244 and $846 for the
years ended December 31, 1996, 1995 and 1994, respectively.

Total interest expense was $113, $280 and $512 for the years ended December
31, 1996, 1995 and 1994, respectively.

                             25
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE H--OTHER INFORMATION

                                                    December 31
                                               1996             1995


Inventories:
  Raw materials and supplies                 $  4,472         $  4,532
  Work in process                                 356              484
  Finished goods                                1,853            2,431
                                             --------         --------
                                             $  6,681         $  7,447
                                             ========         ========
Property and equipment:
  Land and buildings                         $  1,571         $  3,773
  Machinery, equipment and fixtures            11,559           12,004
  Leasehold improvements                        3,050            3,115
  Construction in progress                         47               97
                                             --------         --------
                                               16,227           18,989
  Less accumulated depreciation and
    amortization                              (10,298)         (10,497)
                                             --------         --------
                                             $  5,929         $  8,492
                                             ========         ========
Other assets:
  Assets held for deferred compensation      $ 13,874         $ 11,139
  Other                                         3,100            2,920
                                             --------         --------
                                             $ 16,974         $ 14,059
                                             ========         ========
Accrued liabilities:
  Payroll and other employee benefits        $  2,523         $  2,207
  Accrued taxes                                 1,823            1,867
  Accrual for discontinued businesses           1,098            1,717
  Other                                         3,462            3,496
                                             --------         --------
                                             $  8,906         $  9,287
                                             ========         ========

Deferred credits and noncurrent liabilities:
  Deferred compensation liability            $ 13,874         $ 11,139
  Other                                         3,412            3,628
                                             --------         --------
                                             $ 17,286         $ 14,767
                                             ========         ========

Under current accounting rules, assets of the deferred compensation trusts
must be accounted for as if they are assets of the Company although the
assets are not available for general corporate use by the Company and could
only be available to creditors of the Company in the event of the Company's
bankruptcy.


                             26
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE I--INCOME TAXES

Pubco and its consolidated subsidiaries file a consolidated federal income tax
return.  The provision for income taxes for continuing operations consists of
the following components:

                                               Year Ended December 3l
                                           1996         1995          1994

   Federal currently payable             $  156        $   39        $   20

   Federal deferred benefit                (735)            -             -

   State and local currently payable         45            14            18
                                         ------        ------        ------
                                         $ (534)       $   53        $   38
                                         ======        ======        ======

Income taxes paid by (refunded to) the Company were $192, $30 and $(57) for
the years ended December 31, 1996, 1995 and 1994, respectively.

A reconciliation of the statutory federal income tax rate to the effective
rate for continuing operations is as follows:

                                                Year Ended December 3l
                                           1996          1995          1994

Statutory federal rate                     34.0%         34.0%         34.0%
Deferred tax benefit                      (12.6%)           -             -
State and local taxes                        .5            .2           0.3
Utilization of net operating loss
  carryforwards                           (32.0)        (34.6)        (33.4)
Other                                        .9           1.7           0.2
                                          -----         -----         -----
                                           (9.2%)         1.3%          1.1%
                                          =====         =====         =====

At December 31, 1996, the Company had available net operating loss
carryforwards of approximately $18,000 for federal income tax purposes.
Approximately $13,700 are subject to limitations based on certain
subsidiaries' ability to generate future taxable income.  The loss
carryforwards, if not used, will expire as follows: $1,900 in 1997, $1,300 in
1998, $800 in 1999, $4,300 in 2000, $300 in 2002, $600 in 2006, $2,300 in
2007, $1,800 in 2008, $4,600 in 2009 and $100 in 2010.

In addition, for tax purposes, the Company has investment tax credit
carryforwards of approximately $98 which expire between 1997 and 2000 and
alternative minimum tax credit carryforwards of approximately $650.

                             27
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE I--INCOME TAXES--CONTINUED

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities, for financial
reporting purposes, and the amounts used for income tax purposes.  Significant
components of the Company's federal and state deferred tax assets and
liabilities are as follows:

                                                    1996              1995
    Deferred tax assets:
      Net operating loss carryforwards
        and credits                               $  8,300          $  9,500
      Accrual for discontinued operations              400               600
      Deferred compensation                          4,100             3,300
      Other                                          3,800             3,700
                                                  --------          --------
        Total deferred tax assets                   16,600            17,100
    Deferred tax liabilities:
      Tax over book depreciation                       600               700
      Other                                            100               100
                                                  --------          --------
          Total deferred tax liabilities               700               800
                                                  --------          --------
    Net deferred tax assets                         15,900            16,300
      Valuation allowance for
        deferred tax assets                        (15,165)          (16,300)
                                                  --------          --------
    Net deferred taxes                            $    735          $      -
                                                  ========          ========

A valuation allowance has been provided for 1996 and 1995 in the amounts of
$15,165 and $16,300, respectively, because of the uncertainty that any
additional future tax benefits will be realized.

                             28
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE J--LEASING ARRANGEMENTS

As Lessee:

Pubco and certain of its subsidiaries are parties to separate leasing
arrangements for office and factory space in an approximately 312,000 square
foot building owned and operated by a partnership that is controlled by the
majority stockholder of the Company.  Buckeye and Allied conduct substantially
all of their business activities from this building.  Pubco has its corporate
offices at this building.  The leases expire in 2005.  The leases require
annual payments aggregating $549.  Rent expense associated with these leases
was $549 for each of the years ended December 31, 1996, 1995 and 1994.

The Company and its subsidiaries lease certain facilities and equipment under
non-cancellable leases for periods ranging from 1 to 10 years.  Total rental
expense from continuing operations under all operating leases is summarized
below:


                                             Year Ended December 31
                                        1996          1995          1994


   Minimum rentals                   $   600       $   732       $   707
   Sublease rental income                (61)          (61)          (60)
                                     -------       -------       -------
                                     $   539       $   671       $   647
                                     =======       =======       =======

At December 3l, l996, the commitments under non-cancellable operating leases
are as follows:

                                    Operating
                                      Leases

       l997                          $   634
       l998                              609
       l999                              559
       2000                              553
       2001                              549
       Thereafter                      1,372
                                     -------
                                     $ 4,276
                                     =======

                             29
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE J--LEASING ARRANGEMENTS--CONTINUED

As Lessor:

The Company leases certain land, buildings and equipment with an aggregate net
book value of $2,107 at December 3l, l996, under operating leases expiring
between 1997 and 2001.  Upon expiration of the initial terms, the lessees have
options to renew for periods up to 10 years.

At December 3l, l996, future minimum rentals to be received under operating
leases are as follows:


       l997                          $   822
       l998                              822
       1999                              822
       2000                              755
       2001                              741
       Thereafter                          -
                                     -------
                                     $ 3,962
                                     =======


                             30
<PAGE>
<TABLE>
<CAPTION>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE K--INDUSTRY SEGMENT INFORMATION

Summarized industry segment information is as follows:

                                                   Computer
                                                   Printer     Construction
                                                   Supplies      Products    Corporate  Consolidated

1996
<S>                                                <C>           <C>         <C>         <C>
Net sales                                          $ 25,930      $ 25,139    $      -    $ 51,069
Trade receivables                                     2,445         1,909          56       4,410
Income from continuing operations
  before income taxes and minority interest           3,344         1,624         860       5,828
Identifiable assets                                  10,610         8,528      44,221      63,359
Capital expenditures                                     45            57          71         173
Depreciation and amortization                           348           381         629       1,358

1995

Net sales                                          $ 22,735      $ 24,855    $      -    $ 47,590
Trade receivables                                     2,603         2,433          22       5,058
Income (loss) from continuing operations
  before income taxes and minority interest           4,127           101        (192)      4,036
Identifiable assets                                  13,223         8,998      34,022      56,243
Capital expenditures                                     51           141         135         327
Depreciation and amortization                           192           374         813       1,379

1994

Net sales                                          $ 23,356      $ 22,660    $      -    $ 46,016
Trade receivables                                     2,170         2,321       1,317       5,808
Income (loss) from continuing operations
  before income taxes and minority interest           3,966           632      (1,144)      3,454
Identifiable assets                                   6,124         9,551      34,431      50,106
Capital expenditures                                    245           663       2,900       3,808
Depreciation and amortization                           215           352       1,688       2,255

<FN>
Corporate includes certain amounts related to the previously discontinued
segments.
</TABLE>

                             31
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE L--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The Company's unaudited quarterly results of operations in 1996 and 1995 are set
forth below.

                                                      1996
                                     1st         2nd         3rd         4th
                                   Quarter     Quarter     Quarter     Quarter

Net sales                          $ 14,079    $ 13,946    $ 11,716    $ 11,328
                                   ========    ========    ========    ========
Gross profit                       $  3,780    $  3,956    $  3,494    $  3,092
                                   ========    ========    ========    ========
Net income                         $  1,575    $  1,557    $  2,233    $    926
                                   ========    ========    ========    ========
Income applicable to
  Common Stockholders              $  1,356    $  1,338    $  2,015    $    707
                                   ========    ========    ========    ========
Net income per
  common share                     $    .39    $    .39    $    .54    $    .19
                                   ========    ========    ========    ========

                                                      1995
                                     1st         2nd         3rd         4th
                                   Quarter     Quarter     Quarter     Quarter

Net sales                          $ 13,459    $ 13,304    $ 10,759    $ 10,068
                                   ========    ========    ========    ========
Gross profit                       $  3,572    $  3,729    $  2,769    $  2,676
                                   ========    ========    ========    ========
Income from:
  Continuing operations            $  1,369    $  1,261    $  1,191    $    132
  Discontinued operations                 -           -       1,100           -
                                   --------    --------    --------    --------
  Net income                       $  1,369    $  1,261    $  2,291    $    132
                                   ========    ========    ========    ========
Income (loss) applicable to
  Common Stockholders              $  1,150    $  1,042    $  2,073    $    (87)
                                   ========    ========    ========    ========
Net income (loss) per common
share from:
  Continuing operations            $    .33    $    .30    $    .28    $   (.02)
  Discontinued operations                 -           -         .32           -
                                   --------    --------    --------    --------
  Net income (loss)                $    .33    $    .30    $    .60    $   (.02)
                                   ========    ========    ========    ========

                             32
<PAGE>
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          None.


                                PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers

    Stephen R. Kalette age 46, has been a Director of Pubco since
December, 1983 and has been an executive officer of Pubco since April,
1984.  Mr. Kalette currently serves as its Vice President,
Administration, General Counsel and Secretary.

    Robert H. Kanner, age 49, has been a Director and executive officer
of Pubco since December, 1983.  Mr. Kanner currently serves as its
Chairman, President and Chief Financial Officer.  Mr. Kanner is also a
Director of Riser Foods, Inc., a grocery wholesaler and retailer, and
CleveTrust Realty Investors, which invests in real estate.

    Glenn E. Corlett, age 53, is a self-employed business consultant in
Cleveland, Ohio.  Until November, 1996, Mr. Corlett was the Executive
Vice President and Chief Operating Officer of N.W. Ayer, Incorporated, an
advertising agency he joined in 1990.  Mr. Corlett was appointed to the
Company's Board to fill the vacancy created by the death of Stanley R.
Browne in 1996.

    William A. Dillingham, age 53, has been President of Buckeye for more
than the past five years.

    Leo L. Matthews, age 57, has been President of Allied since it was
acquired in March, 1993.  Between 1987 and 1993, Mr. Matthews provided
consulting services in strategic planning, marketing, management and
finance.

Family Relationships

    There are no familial relationships between any Director and
executive officer of Pubco.

Board of Directors

    The Board of Directors establishes broad corporate policies which are
carried out by the officers of Pubco who are responsible for day-to-day
operations.  In 1996, the Board held two meetings and took action by
unanimous written consent on six other occasions.  No Director was absent
during the year from any of the meetings of the Board of Directors or of
any of the committees of the Board on which he served.

                             33
<PAGE>
Committees of the Board of Directors

    Pubco has a standing Audit Committee.  The Audit Committee, which met
once in 1996, consists of the Director not otherwise employed by Pubco.
The Audit Committee (i) reviews the internal controls of Pubco and its
financial reporting; (ii) meets with the Chief Financial Officer and such
other officers as it, from time to time, deems necessary; (iii) meets
with Pubco's independent public accountants and reviews the scope and
results of auditing procedures, the degree of such auditors'
independence, audit and non-audit fees charged by such accountants, and
the adequacy of the Company's internal accounting controls; and (iv)
recommends to the Board the appointment of the independent accountants.

                             34
<PAGE>
<TABLE>
<CAPTION>
ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table


     The following table discloses compensation paid or accrued, during each of the Company's last three
fiscal years, to the Company's Chief Executive Officer and to its other executive officers.



                                                                 Long-Term Compensation
                                  Annual Compensation                Awards        Payouts
      Name and                                  Other Annual  Restricted            LTIP     All Other
      Principal                        Bonus    Compensation  Stock       Options  Payouts  Compensation
      Position        Year  Salary($)    ($)        ($)       Awards ($)  SARs(#)   ($)         ($)

<S>                   <C>   <C>        <C>        <C>         <C>         <C>       <C>     <C>

Robert H. Kanner(1)(11)
     Chairman, CEO,   1996  $525,000      ---     $64,917(2)       ---       ---      ---   $185,560(3,4)
     President &      1995   525,000      ---      59,836          ---       ---      ---    188,973
     CFO              1994   525,000      ---      56,145          ---       ---      ---    190,420


Stephen R. Kalette(11)
     VP-Admin.,       1996  $330,000      ---     $25,022(5)       ---       ---      ---   $ 35,076(4)
     General Counsel  1995   330,000      ---      25,776          ---       ---      ---     35,815
     & Secretary      1994   330,000      ---      22,958          ---       ---      ---     35,640


William A. Dillingham(6)(11)
     President of     1996  $450,000      ---     $ 7,284(6)       ---       ---      ---   $ 30,000(7)
     Buckeye Division 1995   450,000      ---       5,946          ---       ---      ---     30,000
                      1994   450,000      ---       6,105          ---       ---      ---     30,000


Leo L. Matthews(8)
     President of     1996  $120,000   $ 85,055   $ 5,459(9)       ---       ---      ---   $  7,200(10)
     Allied           1995   120,000     10,000     4,817          ---       ---      ---      7,200
                      1994   120,000     22,000     6,314          ---       ---      ---      3,600


                             35
<PAGE>
<FN>
(1)      Mr. Kanner deferred his entire Salary for each of the years reported under the terms
         of deferred compensation plans established for his benefit.  The amounts reported
         for each year are the amounts deferred for that year.  As compensation is earned by
         Mr. Kanner, it is paid by the Company to deferred compensation trusts.  These
         amounts are being be distributed to Mr. Kanner by the trusts in accordance with the
         terms of the deferred compensation plans.

(2)      Of the amount shown in the table, $61,370 in 1996, $55,870 in 1995, and $50,870 in
         1994 represents the premiums on life insurance paid for by the Company on Mr.
         Kanner's life, and for which the Company is not a beneficiary; and $3,547 in 1996,
         $3,966 in 1995 and $5,275 in 1994 represents the cost of providing Mr. Kanner with
         use of an automobile during the year.

(3)      Of the amount reflected, $127,900 in 1996, $130,100 in 1995 and $132,100 in 1994
         represents a payment by the Company toward the premium on split dollar life
         insurance on Mr. Kanner's life and for which the Company is not the beneficiary.
         The amounts will be repaid to the Company out of the death proceeds from such policy.

(4)      In 1988, the Company adopted a non-qualified plan to provide retirement benefits for
         executive officers and other key employees.  The plan provides benefits upon
         retirement, death or disability of the participant and benefits are subject to a
         restrictive vesting schedule.  $57,660 in 1996, $58,873 in 1995 and $58,320 in 1994
         of the amounts shown in the table for Mr. Kanner and all of the amounts shown in the
         table for Mr. Kalette are amounts contributed to such plan for the benefit of such
         executive officers with respect to the years noted.  Vesting of benefits under the
         plan is phased in over 20 years and only a portion of the amount contributed for
         each year has fully vested.

(5)      Of the amount shown in the table, $21,396 in 1996, $20,546 in 1995 and $19,076 in
         1994 represents the premiums on life insurance paid for by the Company on Mr.
         Kalette's life, and for which the Company is not a beneficiary; and $3,154 in 1996,
         $4,023 in 1995 and $3,883 in 1994 represents the cost of providing Mr. Kalette with
         use of an automobile during the year

(6)      All of the amounts shown as paid to or for Mr. Dillingham were paid by Buckeye.  Of
         the amount shown in the table, $3,535 in 1996, $3,205 in 1995 and $2,955 in 1994
         represents the premiums on life insurance paid for by Buckeye on Mr. Dillingham's
         life, and for which Buckeye is not a beneficiary; and $3,749 in 1996, $2,741 in 1995
         and $3,150 in 1994 represents the cost of providing Mr. Dillingham with use of an
         automobile during the year.

(7)      In 1988, Buckeye adopted a non-qualified plan to provide retirement benefits for
         executive officers and other key employees.  The plan provides benefits upon
         retirement, death or disability of the participant and benefits are subject to a
         restrictive vesting schedule.  All of the amount shown in the table for Mr.
         Dillingham are amounts contributed to such plan for the benefit of such executive
         officer with respect to the years noted.  Vesting of benefits under the plan is
         phased in over 20 years and only a portion of the amount contributed for each year
         has fully vested.

                             36
<PAGE>

(8)      All of the amounts shown as paid to or for Mr. Matthews were paid by Allied.  Mr.
         Matthews has an employment agreement with Allied providing for a minimum $120,000
         per year base salary; a share of Allied's earnings in excess of its operating plan
         earnings, if any, and discretionary bonuses (as were paid in 1995 and 1994).

(9)      Of the amount shown in the table, $1,710 in 1996, $1,710 in 1995 and $1,710 in 1994
         represents the premiums on life insurance paid for by Allied on Mr. Matthew's life,
         and for which Allied is not a beneficiary; and $3,749 in 1996, $3,107 in 1995 and
         $4,604 in 1994 represents the cost of providing Mr. Matthews with use of an
         automobile during that year.

(10)     In 1993, Allied adopted a 401-K plan to provide retirement benefits for Allied's
         employees, including officers.  Participating employees make voluntary contributions
         to the Plan, a portion of which Allied matches.   All of the amount shown in the
         table for Mr. Matthews was contributed by Allied to such plan.  Vesting of benefits
         under the plan is phased in over three years.

(11)     Effective March 1, 1997, the Company adopted a 401K plan for certain of its
         employees.  Executive Officers of the Company are eligible to participate.  The
         Company will match up to $1,000 of amounts contributed to the plan.


Unless covered by an employment agreement with the Company, officers serve for one year terms
or until their respective successors are duly elected and qualified.
</TABLE>

Compensation of Directors

    The Company pays its outside Directors an annual fee of $15,000,
payable monthly.  The Company also reimburses its Directors for any
expense reasonably incurred while performing services for the Company.
Directors who are employees of the Company or otherwise receive
compensation from the Company do not receive any fee for acting as
Directors of the Company.


      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    As Directors of the Company, Mr. Kanner and Mr. Kalette participate
in Board of Directors' deliberations and decisions concerning executive
officer compensation.  Mr. Kanner and Mr. Kalette are executive officers
of the Company.

                             37
<PAGE>
<TABLE>
<CAPTION>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of December 31, 1996 (i) the number
of shares of Pubco's stock owned, directly or indirectly, by each
Director and executive officer of the Company and by all Directors and
officers as a group, and (ii) the number of shares of Pubco's stock held
by each person who was known by Pubco to beneficially own more than 5% of
Pubco's stock:



                               Common Stock                    Class B Stock         Aggregate
                      Amount and Nature               Amount and Nature              Percent of
                        of Beneficial    Percent of     of Beneficial    Percent of    Voting
Name of Holder         Ownership (1)(2)     Class      Ownership (1)(2)     Class      Power

<S>                   <C>                <C>          <C>                <C>         <C>
Glenn E. Corlett                  --         --                  --           --         --
Stephen R. Kalette               166          *              13,759          2.5        1.6
Robert H. Kanner           2,066,894       64.7             514,044         92.4       82.3
William A. Dillingham          3,725          *                  --           --         --
Leo L. Matthews(3)                --         --                  --           --         --
  3830 Kelley Avenue
  Cleveland, OH 44114
All Directors and
  officers as a group      2,070,785       64.8             527,903         94.9       83.9
  (6 persons)
<FN>

* indicates less than 1%.
</TABLE>

(1) Except as set forth below, each owner has sole voting and investment
    power with respect to the shares beneficially owned by him.

(2) Class B Stock is convertible into Common Stock on a share for share
    basis.  Therefore, ownership of Class B Stock may also be deemed to
    be beneficial ownership of the same number of shares of Common Stock.

(3) Mr. Matthews owns approximately 3.6% of the Common Stock of Allied.


Warrants and Options to Purchase Securities

    No warrants, options or rights to purchase the Company's Common Stock
were granted by the Company to, or exercised by, any officer or Director
of the Company during 1996.

                             38
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    On June 27, 1996, the Company completed its previously announced
combination with Brooks and Aspen.

    Brooks merged into Pubco as of the close of business on June 27, 1996
and its Common Stock was converted into Pubco's Common Stock on the basis
of one share of Pubco's Common Stock for each six shares of Brooks Common
Stock.

    Also on June 27, 1996, after the merger of Brooks, the Company
acquired all of the assets of Aspen in exchange for Pubco's Common
Stock.  Aspen liquidated and its stockholders received one share of
Pubco's Common Stock for each seven shares of Aspen Common Stock held by
them.

    As a result of these transactions, Pubco issued approximately 290,746
shares of its Common Stock to the Brooks' and Aspen stockholders, other
than Pubco.

    The Company leases a general purpose 312,000 square foot building in
Cleveland, Ohio (the "Building") on a triple net basis.  The premises are
used for executive and administrative facilities, Buckeye's manufacturing
and administrative operations and Allied's manufacturing and
administrative operations.  Pubco subleases a portion of the building to
an unrelated party.  The annual rental for the Building is approximately
$548,700.  The Partnership that owns the Building is 80% owned and
controlled by Mr. Kanner.  Mr. Dillingham, Mr. Kalette and five other
individuals have a minority interest in the Partnership.

    Mr. Kanner made loans to Buckeye attributable to pre-1994
operations.  During 1996, the final $289,000 of these loans were repaid.
Until repaid, these loans bore interest at 2% above the base lending rate
charged by the Company's lending bank.

                             39
<PAGE>
                                PART IV

ITEM l4.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

    (a)   l.  List of Financial Statements
                                                         Page Number

          Consolidated Balance Sheets at
          December 3l, l996 and l995........................   14

          Consolidated Statements of Operations
          for each of the three years in the
          period ended December 3l, l996....................   16

          Consolidated Statements of Stockholders'
          Equity for each of the three years in
          the period ended December 3l, l996................   17

          Consolidated Statements of Cash Flows
          for each of the three years in the
          period ended December 3l, l996....................   18

          Notes to Consolidated Financial Statements........   19


          2.  List of Financial Statement Schedules

          Schedule II - Valuation and Qualifying
          Accounts..........................................   S-1

          All other schedules for which provision is made in the
          applicable accounting regulations of the Securities and
          Exchange Commission are not required under the related
          instructions or are inapplicable and therefore have been
          omitted.

          3.  List of Exhibits

          Exhibit
            No.                        Description

          10.22         December 4, 1996 (Sixth) Amendment to Credit
                        Facility and Security Agreement dated March 1,
                        1993 between Allied Construction Products, Inc.
                        and KeyBank National Association.

          10.23         Master Promissory Note, Pledge and Security
                        Agreement dated October 3, 1996, between Pubco
                        Corporation and KeyBank National Association.

                             40
<PAGE>

          10.24         Amended and Restated Master Promissory Note and
                        Security Agreement dated November 14, 1996
                        between Pubco Corporation and KeyBank National
                        Association for the Buckeye Business Products,
                        Inc. Division.

          21            Subsidiaries of the Registrant.


    The following exhibits were previously filed with the Commission as
    indicated in the bracketed [] references and are hereby incorporated
    by reference.

        Exhibit
          No.                          Description


          2.1           Agreement and Plan of Merger dated April 26, 1996
                        between Pubco Corporation and Bobbie Brooks,
                        Incorporated [Registration Statement on Form S-4
                        No. 333-02951, Exhibit 2.1].

          2.2           Sale and Liquidation Agreement dated April 26,
                        1996 between Pubco Corporation, PSI, Inc. and
                        Aspen Imaging International, Inc. [Registration
                        Statement on Form S-4 No. 333-02951, Exhibit 2.2].

          3.1           Certificate of Incorporation of Pubco, as amended
                        [Form 10-K for year ended December 31, 1987,
                        Exhibit 3.1 and Information Statement dated June
                        27, 1990 for August 14, 1990 Annual Meeting of
                        Stockholders, Appendix I].

          3.2           By-Laws of Pubco, as amended [Form 10-K for year
                        ended December 31, 1986, Exhibit 3.2(a)].

          10.1          Security Agreement dated February 24, 1986
                        between Bobbie Brooks, Incorporated and
                        AmeriTrust Company National Association, as
                        amended [Bobbie Brooks, Incorporated Form 10-K
                        for year ended December 31, 1987, Exhibit 10.10].

          10.19         Credit Facility and Security Agreement dated
                        March 1, 1993 between Allied Construction
                        Products, Inc. and Society National Bank [Form
                        10-K for year ended December 31, 1993, Exhibit
                        10.19].

          10.20         Amendments to Credit Facility and Security
                        Agreement dated March 1, 1993 between Allied
                        Construction Products, Inc. and Society National
                        Bank [Form 10-K for year ended December 31, 1994,
                        Exhibit 10.20].

                             41
<PAGE>
          10.21         June 30, 1995 (Fifth) Amendment to Credit
                        Facility and Security Agreement dated March 1,
                        1993 between Allied Construction Products, Inc.
                        and Society National Bank. [Form 10-K for year
                        ended December 31, 1995, Exhibit 10.21]


    (b)  Reports on Form 8-K Filed during Fourth Quarter

          None.

                             42
<PAGE>
                               SIGNATURES


    Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of l934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                  PUBCO CORPORATION



                                  By:  /s/ Robert H. Kanner
                                     ---------------------------------
                                     Robert H. Kanner,
                                     Chairman of the Board, President,
                                     Chief Executive Officer and
                                     Chief Financial Officer



Date:  March 21, l997



    Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by  the following persons on behalf of
the Registrant, on the date indicated above:



                                       /s/ Robert H. Kanner
                                  ----------------------------------
                                     Robert H. Kanner, Director



                                       /s/ Stephen R. Kalette
                                  ----------------------------------
                                     Stephen R. Kalette, Director



                                       /s/ Glenn E. Corlett
                                  ----------------------------------
                                     Glenn E. Corlett, Director




                             43
<PAGE>
<TABLE>
<CAPTION>


                               PUBCO CORPORATION
                                AND SUBSIDIARIES
                                  SCHEDULE II
                       VALUATION AND QUALIFYING ACCOUNTS
                                    (000's)


     Column A                        Column B            Column C            Column D        Column E
                                    Balance at          Additions                           Balance at
                                    Beginning           Charged to:                           End of
    Description                     of Period      Cost/Expense   Other     Deductions        Period

<S>                                  <C>           <C>        <C>           <C>              <C>
Allowance for doubtful
  accounts-trade receivables

Year ended December 31, 1996         $  279        $   61     $    -        $   71 (A)       $  269


Year ended December 31, 1995         $1,250        $   44     $   66 (B)    $  480 (A)       $  279
                                                                               601 (D)

Year ended December 31, 1994         $1,078        $  794     $    -        $  608 (A)       $1,250
                                                                                14 (C)


<FN>
(A)  Bad-debt writeoffs.

(B)  Allowances for doubtful accounts acquired.

(C)  Sale of receivables.

(D)  Recoveries of accounts previously reserved.
</TABLE>













                                      S-1
<PAGE>
                             EXHIBIT INDEX



    Exhibit
      No.                             Description


    2.1            Agreement and Plan of Merger dated April 26, 1996
                   between Pubco Corporation and Bobbie Brooks,
                   Incorporated [Registration Statement on Form S-4 No.
                   333-02951, Exhibit 2.1].

    2.2            Sale and Liquidation Agreement dated April 26, 1996
                   between Pubco Corporation, PSI, Inc. and Aspen Imaging
                   International, Inc. [Registration Statement on Form
                   S-4 No. 333-02951, Exhibit 2.2].

    3.1            Certificate of Incorporation of Pubco, as amended
                   [Form 10-K for year ended December 31, 1987, Exhibit
                   3.1 and Information Statement dated June 27, 1990 for
                   August 14, 1990 Annual Meeting of Stockholders,
                   Appendix I].

    3.2            By-Laws of Pubco, as amended [Form 10-K for year ended
                   December 31, 1986, Exhibit 3.2(a)].

    10.1           Security Agreement dated February 24, 1986 between
                   Bobbie Brooks, Incorporated and AmeriTrust Company
                   National Association, as amended [Bobbie Brooks,
                   Incorporated Form 10-K for year ended December 31,
                   1987, Exhibit 10.10].

    10.19          Credit Facility and Security Agreement dated March 1,
                   1993 between Allied Construction Products, Inc. and
                   Society National Bank [Form 10-K for year ended
                   December 31, 1993, Exhibit 10.19].

    10.20          Amendments to Credit Facility and Security Agreement
                   dated March 1, 1993 between Allied Construction
                   Products, Inc. and Society National Bank. [Form 10-K
                   for year ended December 31, 1994, Exhibit 10.20].

    10.21          June 30, 1995 (Fifth) Amendment to Credit Facility and
                   Security Agreement dated March 1, 1993 between Allied
                   Construction Products, Inc. and Society National Bank.
                   [Form 10-K for year ended December 31, 1995, Exhibit
                   10.21]

    10.22          December 4, 1996 (Sixth) Amendment to Credit Facility
                   and Security Agreement dated March 1, 1993 between
                   Allied Construction Products, Inc. and KeyBank
                   National Association.

<PAGE>
    10.23          Master Promissory Note, Pledge and Security Agreement
                   dated October 3, 1996, between Pubco Corporation and
                   KeyBank National Association.

    10.24          Amended and Restated Master Promissory Note and
                   Security Agreement dated November 14, 1996 between
                   Pubco Corporation and KeyBank National Association for
                   the Buckeye Business Products, Inc. Division.

    21             Subsidiaries of the Registrant.