SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)

    X             Quarterly Report Pursuant to Section 13 or 15(d) of the
  -----           Securities Exchange Act of 1934

                  For the quarterly period ended November 30, 1997 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 0-16169

                      HARDING LAWSON ASSOCIATES GROUP, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                                 68-0132062
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

   7655 Redwood Boulevard
     Novato, California                                            94945
(Address of principal executive offices)                         (Zip Code)

     Registrant's telephone number, including area code: (415) 892-0821


Indicate by check mark whether the registrant (1) has filed all reports required
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes  X    No

At January 7, 1998 the  registrant  had issued and  outstanding  an aggregate of
4,991,936 shares of its common stock.


<PAGE>


                                      INDEX

                      HARDING LAWSON ASSOCIATES GROUP, INC.


                                                                            Page

PART I.           FINANCIAL INFORMATION

  Item 1.     Financial Statements

              Condensed Consolidated Balance Sheets -
              November 30, 1997 (Unaudited) and
              May 31, 1997...................................................3

              Condensed Consolidated Statements of Income -
              Three and Six Months Ended November 30, 1997 and
              November 30, 1996 (Unaudited)..................................4

              Condensed Consolidated Statements of Cash Flows -
              Six Months Ended November 30, 1997 and
              November 30, 1996 (Unaudited)..................................5

              Notes to Condensed Consolidated Financial Statements
              November 30, 1997 (Unaudited)..................................6

  Item 2.     Management's Discussion and Analysis of Financial Condition
              and Results of Operations......................................7

PART II. OTHER INFORMATION

  Item 4.     Submission of Matters to a Vote of Security Holders...........10

  Item 6.     Exhibits and Reports on Form 8-K..............................11

SIGNATURES..................................................................12

INDEX TO EXHIBITS...........................................................13


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                      HARDING LAWSON ASSOCIATES GROUP, INC.
                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)


                                                                    November 30, 1997            May 31, 1997
-------------------------------------------------------------------------------------------------------------
                                                                       (Unaudited)
<S>                                                                      <C>                       <C>
ASSETS
Current assets:
     Cash and cash equivalents                                           $24,441                   $24,464
     Accounts receivable                                                  25,419                    22,911
     Unbilled work in progress                                             4,999                     6,221
     Less allowances for receivables and
         unbilled work                                                    (1,356)                   (1,387)
     Prepaid expenses                                                      1,371                     1,073
     Deferred income taxes                                                 2,429                     2,691
----------------------------------------------------------------------------------------------------------
         Total current assets                                             57,303                    55,973
----------------------------------------------------------------------------------------------------------
     Equipment                                                            22,281                    21,701
     Less accumulated depreciation                                       (18,148)                  (17,299)
-----------------------------------------------------------------------------------------------------------
         Net equipment                                                     4,133                     4,402
----------------------------------------------------------------------------------------------------------
Deposits and other assets                                                  6,109                     5,980
----------------------------------------------------------------------------------------------------------
         Total assets                                                    $67,545                   $66,355
==========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                     $5,609                    $4,538
     Accrued expenses                                                      4,204                     4,845
     Accrued compensation                                                  6,161                     6,632
     Income taxes payable                                                    785                     1,962
----------------------------------------------------------------------------------------------------------
         Total current liabilities                                        16,759                    17,977
Other liabilities                                                          1,365                     1,453
----------------------------------------------------------------------------------------------------------
         Total liabilities                                                18,124                    19,430
----------------------------------------------------------------------------------------------------------
Commitments and Contingencies
Minority interest in subsidiaries                                            279                       323
----------------------------------------------------------------------------------------------------------
Shareholders' equity:
     Preferred stock--$.01 par value;
         authorized shares 1,000,000;
         issued and outstanding--none
     Common stock--$.01  par value
       authorized  shares  10,000,000;
       issued and outstanding--4,978,317
       and 4,864,503 at November 30, 1997
       and May 31, 1997, respectively                                       50                        49
     Additional paid-in capital                                           18,710                    17,982
     Retained earnings                                                    30,382                    28,571
----------------------------------------------------------------------------------------------------------
         Total shareholders' equity                                       49,142                    46,602
----------------------------------------------------------------------------------------------------------
              Total liabilities and
              shareholders' equity                                       $67,545                   $66,355
==========================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>

                      HARDING LAWSON ASSOCIATES GROUP, INC.
                   Condensed Consolidated Statements of Income
                      (In thousands, except per share data)
                                   (Unaudited)


                                                             Three Months Ended              Six Months Ended
                                                                November 30,                   November 30,
                                                           1997               1996           1997          1996
---------------------------------------------------------------------------------------------------------------

<S>                                                      <C>               <C>            <C>            <C>    
Gross revenue                                            $33,628           $32,286        $65,446        $63,230
Less:  Cost of outside services                           12,348            11,004         22,485         20,969
----------------------------------------------------------------------------------------------------------------

Net revenue                                               21,280            21,282         42,961         42,261
----------------------------------------------------------------------------------------------------------------

Costs and expenses:
     Payroll and benefits                                 13,917            14,220         28,509         29,007
     General expenses                                      6,098             5,832         11,860         11,720
----------------------------------------------------------------------------------------------------------------

     Total costs and expenses                             20,015            20,052         40,369         40,727
----------------------------------------------------------------------------------------------------------------

Operating income                                           1,265             1,230          2,592          1,534
Interest in loss of unconsolidated subsidiaries               --               (57)           (50)          (110)
Interest income, net                                         243               157            507            341
----------------------------------------------------------------------------------------------------------------

Income before provision for income taxes
     and minority interest                                 1,508             1,330          3,049          1,765

Provision for income taxes                                   637               558          1,282            763

Minority interest                                            (20)               22            (44)            26
----------------------------------------------------------------------------------------------------------------

Net income                                                  $891              $750         $1,811           $976
================================================================================================================

Net income per common share                                $0.17             $0.15          $0.36          $0.20
================================================================================================================

Shares used in per share calculation                       5,133             4,996          5,031          4,958
================================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.


<PAGE>
<TABLE>
<CAPTION>

                      HARDING LAWSON ASSOCIATES GROUP, INC.
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)


                                                                           Six Months Ended November 30,
                                                                          1997                       1996

<S>                                                                      <C>                       <C>    
OPERATING ACTIVITIES
     Net income                                                          $ 1,811                   $   976
     Adjustments  to  reconcile  net income
     to net cash  provided  by (used in)
     operating activities:
         Depreciation and amortization                                     1,246                     1,267
         Net increase in current assets                                   (1,353)                   (7,560)
         Net increase (decrease) in current liabilities                     (478)                    4,009
         Other increase (decrease)                                          (216)                      306
----------------------------------------------------------------------------------------------------------
         NET CASH PROVIDED BY (USED IN)
         OPERATING ACTIVITIES                                              1,010                    (1,002)
-----------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
     Net purchase of equipment                                            (1,009)                   (1,109)
-----------------------------------------------------------------------------------------------------------
         NET CASH USED IN
         INVESTING ACTIVITIES                                             (1,009)                   (1,109)
-----------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
     Proceeds from sale of common stock                                      156                        58
     Repurchase of common stock                                             (180)                     (159)
-----------------------------------------------------------------------------------------------------------
         NET CASH USED IN
         FINANCING ACTIVITIES                                                (24)                     (101)
-----------------------------------------------------------------------------------------------------------
NET DECREASE IN CASH
AND CASH EQUIVALENTS                                                         (23)                   (2,212)
     Cash and cash equivalents at beginning of period                     24,464                    19,012
----------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD                                                         $24,441                   $16,800
==========================================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

November 30, 1997

NOTE 1:  BASIS OF PRESENTATION

The accompanying  condensed consolidated financial statements have been prepared
without  audit by Harding  Lawson  Associates  Group,  Inc.  (the  "Company") in
accordance with generally accepted  accounting  principles for interim financial
statements and pursuant to the rules of the  Securities and Exchange  Commission
for Form 10-Q. Certain  information and footnotes required by generally accepted
accounting principles for complete financial statements have been omitted. It is
the opinion of management that all adjustments  considered  necessary for a fair
presentation  have been included,  and that all such adjustments are of a normal
and recurring nature.  For further  information,  refer to the audited financial
statements  and footnotes  included in the Company's  Annual Report on Form 10-K
dated May 31,  1997.  Reclassification  of certain  balances for the fiscal year
ended  May 31,  1997  have  been  made  to  conform  to the  November  30,  1997
presentation.

NOTE 2:  COMMITMENTS AND CONTINGENCIES

The Company is currently  subject to certain claims and lawsuits  arising in the
ordinary  course  of  its  business.  In the  opinion  of  management,  adequate
provision has been made for all known liabilities that are currently expected to
result from these claims and lawsuits,  and in the aggregate such claims are not
expected to have a material effect on the financial position of the Company. The
estimates  used in  establishing  these  provisions  could  differ  from  actual
results. Should these provisions change significantly,  the effect on operations
for any quarterly or annual reporting period could be material.

NOTE 3:  NEW ACCOUNTING PRONOUNCEMENTS

In February  1997,  the  Statement of  Financial  Accounting  Standards  No. 128
"Earnings  per Share," (FAS 128) was issued and is effective for the year ending
May 31,  1998.  The Company  will change its method for  computing  earnings per
share and  restate  all  periods  to  reflect  the  change  in its  consolidated
statements  of income  effective  with the issuance of the  Company's  third and
fourth quarters and annual report for 1998. The new method requires  calculation
of earnings per share excluding the dilutive effect of common stock  equivalents
such as stock options and warrants.  The impact of FAS 128 on basic earnings per
share and diluted  earnings  per share  would not have had a material  effect on
earnings per share for the six months ended November 30, 1997 and 1996.



<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Cautionary Statement Regarding Forward Looking Statements
---------------------------------------------------------

The  statements  in this  report that are  forward-looking  are based on current
expectations,  and actual  results may differ  materially.  The  forward-looking
statements  include  those  regarding  the  level of future  purchases  of fixed
assets,  the possible  impact of current and future  claims  against the Company
based upon negligence and other theories of liability and the possibility of the
Company  making  acquisitions  during the next 12 to 18 months.  Forward-looking
statements  involve  numerous  risks and  uncertainties  that could cause actual
results to differ materially,  including,  but not limited to, the possibilities
that the demand for the  Company's  services may decline as a result of possible
changes in general and industry specific economic  conditions and the effects of
competitive  services  and pricing;  one or more  current or future  claims made
against the Company may result in substantial liabilities;  and such other risks
and  uncertainties  as are described in reports and other documents filed by the
Company from time to time with the Securities and Exchange Commission.

Results of Operations
---------------------
(In thousands, except share data)

The following table sets forth,  for the periods  indicated,  (i) the percentage
that  certain  items in the  condensed  consolidated  income  statements  of the
Company bear to net revenue,  and (ii) the  percentage  increase  (decrease)  in
dollar amount of such items from year to year.
<TABLE>
<CAPTION>

                                              Percentage of Net Revenue                       Percentage
                                   Three Months Ended          Six Months Ended           Increase (Decrease)
                                      November 30,               November 30,                November 30,
                                                                                    Three Months     Six Months
                                    1997         1996         1997         1996     1997 vs 1996    1997 vs 1996
                                    ----         ----         ----         ----     ------------    ------------

<S>                                <C>          <C>          <C>          <C>          <C>              <C> 
Net revenue                        100.0%       100.0%       100.0%       100.0%         0.0%            1.7%
Costs and expenses
     Payroll and benefits           65.4         66.8         66.4         68.7         (2.1)           (1.7)
     General expenses               28.7         27.4         27.6         27.7          4.6             1.2
Operating income/margin              5.9          5.8          6.0          3.6          2.9            69.0
Interest income, net and
     interest in loss of uncon-
     solidated subsidiaries          1.2          0.4          1.1          0.6        142.7            97.7
Income before income taxes
     and minority interest           7.1          6.2          7.1          4.2         13.4            72.7
Provision for income taxes
     and minority interest           2.9          2.7          2.9          1.9          6.4            56.9
Net income                           4.2          3.5          4.2          2.3         18.8            85.5
</TABLE>

Second Quarter Comparison for Fiscal Years 1998 and 1997
--------------------------------------------------------

Net revenue for the fiscal  quarter  ended  November 30, 1997  totaled  $21,280,
virtually  unchanged  from net revenue of $21,282 for the second  quarter of the
prior fiscal  year.  Although net revenue was  unchanged  for the quarter  ended
November 30, 1997, the Company did experience a 3 percent decline in net revenue
from domestic industrial contracts, and a 26 percent decline in net revenue from
international  operations compared to the same quarter in the prior year, offset
by an 8 percent  increase  in net  revenue  from public  sector  contracts.  The
increase in public sector net revenue was due to an increase in net revenue from
state and local  agency's  contracts.  Revenue from this component of the public
sector derived significant benefit from certain contracts that were completed or
suspended in the first half of fiscal 1998.  This increase was partially  offset
by a decline in net revenue from federal  contracts.  Overall,  net revenue from
public sector clients  accounted for 46 percent of total net revenue compared to
43 percent in the prior year.  Although  net revenue  from  domestic  industrial
clients was 3 percent lower than in the second quarter of the prior fiscal year,
it was 3 percent higher than the prior fiscal quarter.  Domestic  revenue in the
second  quarter  was  positively  affected  by higher  prices for the  Company's
services  compared  to the same  period  in the  prior  fiscal  year,  offset by
slightly  lower demand.  International  net revenue for the fiscal quarter ended
November  30,  1997 was $1,253 or 6 percent  of total net  revenue  compared  to
$1,700 or 8 percent of total net revenue in the same quarter of the prior fiscal
year.

Operating income was $1,265 in the second quarter of fiscal 1998, an increase of
2.9 percent  from $1,230 for the same period in fiscal  1997.  Operating  margin
increased to 5.9 percent of net revenue in the current  quarter  compared to 5.8
percent in the second quarter of fiscal 1997.  The increase in operating  income
and margin was the result of lower  payroll  costs due primarily to a lower full
time equivalent  staff count.  General expenses were 6.0 percent higher than the
prior  year  reflecting  in  part  the  Company's   spending  on  new  marketing
initiatives begun in the current fiscal year.

Net interest  income for the second  quarter ended November 30, 1997 rose by $86
compared  to the prior year due  primarily  to a $7.3  million  increase  in the
average cash balance compared to the second quarter of last year.

The  effective  tax rate was 42.2 percent for the second  quarter of fiscal 1998
and was 41.9 percent in the second quarter of the prior year.

Net income for the quarter was $891 compared with $750 in the second  quarter of
fiscal  1997,  an increase  of 18.8  percent.  Earnings  per share were $0.17 on
5,133,000  weighted  average shares  outstanding  compared to $0.15 per share on
4,996,000  weighted average shares outstanding in the same period last year. The
increase  in  weighted  average  shares  outstanding  was  primarily  due to the
increase in the price per share of the  Company's  common stock  resulting in an
increase in share equivalents used in the per share calculation.

Six Month Comparison for Fiscal Years 1998 and 1997
---------------------------------------------------

Net revenue for the six months ended  November 30, 1997 amounted to $42,961,  an
increase  of 1.7 percent  from net  revenue of $42,261 for the six months  ended
November 30, 1996. The increase in net revenue was due primarily to a 10 percent
increase  in  public  sector  work  offset  by  a  decline  in  commercial   and
international  sales  compared  to the  six  months  ended  November  30,  1996.
Domestically the Company  received higher prices for its services  sufficient to
offset slightly lower demand.

Operating income amounted to $2,592,  an increase of 69.0 percent from operating
income of  $1,534  for the first six  months of the prior  year.  The  operating
margin  increased  to 6.0  percent  from 3.6  percent a year ago.  The  improved
operating  income and margin was due primarily to lower  payroll costs  combined
with  improved  revenue  compared  to the same six  months  in the  prior  year,
partially offset by higher general expenses.

Net  interest  income for the six months ended  November  30, 1997 was $507,  an
increase of 48.6 percent from net interest income of $341 for the same period of
the prior fiscal year. The increase was primarily due to a $6.5 million increase
in the average cash balance compared to the prior year.

The  effective  tax rate for the six months  ended  November  30,  1997 was 42.0
percent,  and for the six months ended  November 30, 1996 was 43.2 percent.  The
effective  tax rate in fiscal  1997  reflects  the  impact  of  losses  from the
start-up of certain  international  operations for which no tax benefit has been
realized.

Net income for the six months was $1,811, higher than net income of $976 for the
six month period in the prior year,  an increase of 85.6  percent.  Earnings per
share were $0.36 on 5,031,000  weighted average shares  outstanding  compared to
$0.20 on 4,958,000  weighted  average shares  outstanding in the first six month
period of the prior year. The increase in weighted  average  shares  outstanding
was primarily due to the increase in the price per share of the Company's  stock
resulting in an increase in share equivalents used in the per share calculation.

Liquidity and Capital Resources
-------------------------------

For the six months ended  November 30, 1997, net cash provided by operations was
$1,010  compared  to net cash used in  operations  of $1,002 for the same period
last year.  The increase in cash provided by  operations  was primarily due to a
decrease  in  the  Company's   receivables  offset  by  a  decrease  in  current
liabilities, and by an increase in prepaid taxes in the current fiscal year. The
decrease in trade  receivables was primarily due to better management of billing
and  collections  this  fiscal year  compared  with the same period in the prior
fiscal year.

The  Company  made  capital  expenditures  of $1,009 in the first six  months of
fiscal 1998 compared to capital  expenditures  of $1,109 in the first six months
of the prior  year.  The  Company  anticipates  that its  capital  expenditures,
excluding  acquisitions,  for the current fiscal year will be approximately  the
same as those  incurred in the prior fiscal year.  The Company made a payment of
$197 in the first fiscal quarter of 1998 under terms of an acquisition agreement
related to an acquisition completed in fiscal 1994.

At  November  30,  1997 the  Company  had cash on hand and cash  equivalents  of
$24,441.  The Company has a $20 million  revolving  credit line  agreement  that
expires in  November  1999.  At November  30, 1997 and 1996,  the Company had no
borrowings outstanding under its line of credit leaving $20 million available to
the Company. Borrowings were available to the Company at an interest rate of 6.0
percent at November 30, 1997, and 5.7 percent at May 31, 1997. The Company is in
compliance with all covenants pertaining to the credit line agreement.

The Company is a  consulting  engineering  services  firm  engaged in  providing
environmental,  infrastructure,  geotechnical and construction related services,
and encounters  potential  liability  including  claims for errors and omissions
resulting from construction defects,  construction cost overruns,  environmental
or other  damage in the normal  course of  business.  The  Company is a party to
lawsuits and is aware of potential  exposure  related to certain claims.  In the
opinion  of  management,   adequate  provision  has  been  made  for  all  known
liabilities that are currently expected to result from these matters, and in the
aggregate  such  claims  are not  expected  to  have a  material  impact  on the
financial  position and  liquidity of the  Company.  The Company  maintains a $5
million  per  occurrence  professional  liability  policy and a $5  million  per
occurrence  contractor's pollution insurance policy through an unrelated,  rated
carrier. The Company also maintains a general liability insurance policy with an
unrelated, rated carrier.

The Board of Directors  of the Company has  approved a Common  Stock  Repurchase
Program  that  authorizes  the  Company to  purchase  up to a maximum of 500,000
shares of stock on the open  market from time to time for the purpose of funding
the Company's various employee stock programs.  The Company  repurchased  21,300
shares  for $180 in the first  six  months of fiscal  1998  under  this  program
compared to 23,500 shares for $159 in the prior year.

The Company  believes that its available cash and cash  equivalents,  as well as
cash generated from operations and its available credit line, will be sufficient
to meet the Company's cash  requirements for the balance of the fiscal year. The
Company intends to actively  continue its search for  acquisitions to expand its
geographical representation and enhance its technical capabilities.  The Company
expects to utilize a portion of its liquidity  over the next 12 to 18 months for
capital  expenditures,   including   acquisitions  and  investments  in  aligned
businesses.


<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                     PART II

                                OTHER INFORMATION

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

The annual  meeting of the  Registrant  was held on  November  5, 1997 and three
proposals  were  presented  to  security  holders  for a vote;  election  of two
directors,  approval of the Non-employee  Director  Compensation Stock Plan, and
ratification of independent auditors.

The six-member  Board of Directors is divided into three classes.  Each year one
of the classes stands for election to a term of three years.  The class standing
for election at the 1997 annual meeting was Class I, consisting of two incumbent
directors:  Retired Rear Admiral Stuart F. Platt and Donald K. Stager. The terms
for Class II  Directors,  Richard D. Puntillo and James M. Edgar expire in 1998,
and the  terms for  Class  III  Directors,  Richard  S.  Harding  and  Donald L.
Schreuder expire in 1999.

The following table lists the votes cast:
<TABLE>
<CAPTION>
                                                           For           Withheld
<S>                                                     <C>               <C>               <C>          <C>
Proposal 1
Election of Directors
     Stuart F. Platt                                    4,031,949         294,164
     Donald K. Stager                                   4,191,366         134,747

                                                           For            Against           Abstain
Proposal 2
Approval of Non-employee Director
Compensation Stock Plan                                 4,310,041          14,395            1,677

                                                           For            Against           Abstain       Non-Vote
Proposal 3
Ratification of Ernst & Young, LLP
Independent Auditors                                    4,162,352          46,118           32,925          84,718
</TABLE>


<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                     PART II

                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      a.       Exhibits

               The following  exhibits are furnished along with this
               Form  10-Q  Quarterly  Report  for the  period  ended
               November 30, 1997:

               Exhibit No. 11            Computation of Per Share Earnings

               Exhibit No. 27            Financial Data Schedule

      b.       Reports on Form 8-K

               None


<PAGE>


                                   SIGNATURES


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


                                     HARDING LAWSON ASSOCIATES GROUP, INC.



Date:  January 12, 1998               /s/ Donald L. Schreuder
                                      -----------------------
                                      Donald L. Schreuder
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



Date:  January 12, 1998               /s/ Gregory A. Thornton
                                      -----------------------
                                      Gregory A. Thornton
                                      Vice President and Chief Financial Officer
                                      (Principal Accounting Officer)


<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                  EXHIBIT INDEX
                                                               Sequential
    Exhibit No.                                                  Page No.

       11       Computation of Per Share Earnings                   14

       27       Financial Data Schedule                 (Electronic Filing Only)