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, 1995 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

                            HARDING ASSOCIATES, INC.
                   (Former name, if changed since last report)

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 3, 1996 the  registrant  had issued and  outstanding  an aggregate of
4,845,090 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, 1995 (Unaudited) and
                  May 31, 1995............................................   3

                  Condensed Consolidated Statements of Income -
                  Three and Six Months Ended November 30, 1995 and
                  November 30, 1994 (Unaudited)...........................   4

                  Condensed Consolidated Statements of Cash Flows -
                  Six Months Ended November 30, 1995 and
                  November 30, 1994.......................................   5

                  Notes to Condensed Consolidated Financial Statements
                  November 30, 1995 (Unaudited)...........................   6

       Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations..................... 7-9

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

EXHIBIT INDEX     ........................................................  13

                                      -2-
<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      HARDING LAWSON ASSOCIATES GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

--------------------------------------------------------------------------------
                                            November 30, 1995       May 31, 1995
--------------------------------------------------------------------------------
                                               (Unaudited)
ASSETS
Current assets:
   Cash and cash equivalents                     $13,831              $12,648
   Accounts receivable                            31,685               28,343
   Unbilled work in progress                       5,359                6,935
   Less allowances for receivables and
     unbilled work                                (1,562)              (1,553)
   Prepaid expenses                                1,453                  925
   Deferred income taxes                           1,165                2,235
--------------------------------------------------------------------------------
     Total current assets                         51,931               49,533
--------------------------------------------------------------------------------
   Equipment                                      21,840               21,208
   Less accumulated depreciation                 (17,387)             (16,766)
--------------------------------------------------------------------------------
     Net equipment                                 4,453                4,442
--------------------------------------------------------------------------------
Deposits and other assets                          6,766                6,813
--------------------------------------------------------------------------------
     Total assets                                $63,150              $60,788
--------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                               $5,032               $3,383
   Accrued expenses                                4,548                5,642
   Accrued compensation                            5,698                6,518
   Income taxes payable                              326                  621
--------------------------------------------------------------------------------
     Total current liabilities                    15,604               16,164
--------------------------------------------------------------------------------
Other liabilities                                  1,960                1,715
--------------------------------------------------------------------------------
     Total liabilities                            17,564               17,879
--------------------------------------------------------------------------------
Commitments and Contingencies                         --                   --
Minority interest in subsidiary                      288                  224
--------------------------------------------------------------------------------
Shareholders' equity:
   Preferred stock--$.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--4,845,090 
     and 4,719,320 at November 30, 1995
     and May 31, 1995, respectively                   48                   47
   Additional paid-in capital                     18,142               17,424
   Retained earnings                              27,108               25,214
--------------------------------------------------------------------------------
     Total shareholders' equity                   45,298               42,685
--------------------------------------------------------------------------------
        Total liabilities and
        shareholders' equity                     $63,150              $60,788
--------------------------------------------------------------------------------

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

                                      -3-
<PAGE>


                      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,
                                        1995          1994      1995       1994
--------------------------------------------------------------------------------

Gross revenue                         $35,554       $34,445    $67,302   $67,825
Less:  Cost of outside services        12,853        10,346     21,893    20,715
--------------------------------------------------------------------------------

Net revenue                            22,701        24,099     45,409    47,110
--------------------------------------------------------------------------------

Costs and expenses:
     Payroll and benefits              15,044        16,400     30,354    31,792
     General expenses                   6,282         6,249     12,324    12,416
--------------------------------------------------------------------------------

     Total costs and expenses          21,326        22,649     42,678    44,208
--------------------------------------------------------------------------------

Operating income                        1,375         1,450      2,731     2,902
Interest income, net                      194            51        370        70
--------------------------------------------------------------------------------

Income before provision for income
   taxes and minority interest          1,569         1,501      3,101     2,972

Provision for income taxes                621           593      1,223     1,174

Minority interest                         (11)           --        (16)       --
--------------------------------------------------------------------------------

Net income                             $  959        $  908    $ 1,894   $ 1,798
--------------------------------------------------------------------------------

Net income per common share            $  .20        $  .19    $   .39   $   .37
--------------------------------------------------------------------------------

Shares used in per share calculation    4,871         4,793      4,837     4,809
--------------------------------------------------------------------------------

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

                                      -4-
<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

--------------------------------------------------------------------------------
                                                  Six Months Ended November 30,
                                                     1995             1994
--------------------------------------------------------------------------------

OPERATING ACTIVITIES
   Net income                                       $1,894           $1,798
   Adjustments to reconcile net income to
   net cash provided by operating activities:
      Depreciation and amortization                  1,236            1,646
      Net increase in current assets                (1,215)          (2,037)
      Net increase in current liabilities              158               74
      Other increase (decrease)                        153              (58)
--------------------------------------------------------------------------------

      NET CASH PROVIDED BY
      OPERATING ACTIVITIES                           2,226            1,423
--------------------------------------------------------------------------------

INVESTING ACTIVITIES
   Net purchase of equipment                        (1,043)            (600)
   Investment in acquisition (net of acquired cash)     --           (1,683)
--------------------------------------------------------------------------------

      NET CASH USED IN
      INVESTING ACTIVITIES                          (1,043)          (2,283)
--------------------------------------------------------------------------------

FINANCING ACTIVITIES
   Repayment of debt                                    --           (2,015)
   Proceeds from sale of common stock                   --              116
--------------------------------------------------------------------------------

      NET CASH USED IN
      FINANCING ACTIVITIES                              --           (1,899)
--------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                 1,183           (2,759)

   Cash and cash equivalents at beginning of period  2,648            8,896
--------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                                   $13,831           $6,137
--------------------------------------------------------------------------------
   The accompanying notes are an integral part of these financial statements.

                                      -5-
<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

November 30, 1995

NOTE 1:  BASIS OF PRESENTATION

The accompanying  condensed consolidated financial statements have been prepared
without  audit by  Harding  Lawson  Associates  Group,  Inc.,  formerly  Harding
Associates,   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, 1995. Reclassification of
certain  balances  for the  fiscal  year  ended  May 31,  1995 have been made to
conform to the November 30, 1995 presentation.

NOTE 2:  COMMITMENTS AND CONTINGENCIES

On May 19,  1995,  the  Company  filed a lawsuit in Texas  State  Court,  Harris
County,  Texas,  entitled  Harding  Lawson  Associates,  Inc.,  a  wholly  owned
subsidiary of Harding Associates,  Inc., vs. Bailey Site Settlors Committee,  an
unincorporated association,  seeking collection of approximately $1.0 million in
fees billed for engineering services performed.  On June 21, 1995, a lawsuit was
filed against the Company in Federal District Court,  Jefferson  County,  Texas,
and in Texas State Court,  Orange County,  Texas,  entitled Bailey Site Settlors
Committee vs. Harding Lawson Associates.  The suit seeks monetary damages in the
amount of $7.9  million for alleged  breach of contract  and  negligence  in the
performance  of  certain  engineering  services.  The  Company  believes  it has
meritorious  defenses to this suit. The Company is currently  subject to certain
other 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.

                                      -6-
<PAGE>

                      HARDING LAWSON ASSOCIATES GROUP, INC.

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

<TABLE>

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.

<CAPTION>

                                       Percentage of Net Revenue                Percentage
                                Three Months Ended    Six Months Ended      Increase/(Decrease)
                                    November 30,         November 30,           November 30,
                                                                         Three Months   Six Months
                                 1995        1994      1995      1994    1995 vs 1994  1995 vs 1994
                                 ----        ----      ----      ----    ------------  ------------
<S>                             <C>         <C>       <C>       <C>         <C>            <C>

Gross revenue                   156.6%      142.9%    148.2%    144.0%       3.2%          (.8)%
Net revenue                     100.0       100.0     100.0     100.0       (5.8)         (3.6)
Costs and expenses
     Payroll and benefits        66.3        68.1      66.9      67.5       (8.3)         (4.5)
     General expenses            27.7        25.9      27.1      26.3         .5           (.7)
Operating income/margin           6.0         6.0       6.0       6.2       (5.2)         (5.9)
Net interest income                .9          .2        .8        .1      280.4         428.6
Income before income taxes
     and minority interest        6.9         6.2       6.8       6.3        4.5           4.3
Provision for taxes               2.7         2.5       2.7       2.5        4.7           4.2
Net income                        4.2         3.8       4.1       3.8        5.6           5.3
</TABLE>

Second Quarter Comparison for Fiscal Years 1996 and 1995

Gross revenue  includes,  as an adjunct to the  Company's  labor  services,  the
revenue on services subcontracted to third parties that will be reimbursed under
terms of the Company's  contracts,  and revenue from the  utilization of certain
company owned  equipment.  The contribution to net revenue derived from the sale
of subcontracted  services and company owned equipment was essentially unchanged
at 6.7  percent  of net  revenue in the  second  quarter of fiscal  1996 and 6.6
percent in fiscal 1995. Net revenue, which is a more accurate measure of revenue
earned for services provided  directly by the Company,  is recorded by deducting
from gross revenue the costs of services  contracted to third  parties.  Outside
services  revenue as a percent of total gross  revenue was 37.5 percent and 31.4
percent for the second quarter of fiscal 1996 and 1995, respectively.

Net revenue for the fiscal  quarter ended November 30, 1995 totaled  $22,701,  a
decrease  of six percent  from net revenue of $24,099 for the second  quarter of
the prior fiscal  year.  The  decrease in net revenue was  primarily  due to the
impact of an additional week's activity in the second quarter of the prior year.
After  adjusting for this impact,  net revenue was  essentially  unchanged  from
fiscal 1995. In domestic  operations,  the Company  experienced lower demand for
its services,  partially  offset by slightly  improved  pricing  compared to the
second quarter of fiscal 1995. The lower demand was in the public sector and was
attributed  primarily  to  a  slowdown  in  federal  funding  for  environmental
contracts  and reduced  infrastructure  spending in the  California,  Hawaii and
Washington  markets.  On a comparable  basis to the prior year, net revenue from
such public sector clients  decreased by  approximately 14 percent from the same
period in the prior year.  Overall,  net  revenue  from  public  sector  clients
accounted  for 48 percent  of total net  revenue  compared  to 56 percent in the
prior  year.  Net revenue  from  industrial  sector  clients  continued  to show
improvement with an increase of approximately

                                      -7-
<PAGE>

nine percent over the prior year.  International  operations  accounted for five
percent  of net  revenue  in the second  fiscal  quarter of 1996.  There were no
international sales reported in the second quarter of the prior year.

Operating  income amounted to $1,375,  a decrease of 5.2 percent from $1,450 for
the same period in fiscal 1995. Operating margin was unchanged at 6.0 percent of
net  revenue  compared to the same period in the prior  fiscal  year.  The lower
operating  income was  primarily due to the lower net revenue  discussed  above,
partially  offset by lower labor  related  expenses.  The lower  labor  expenses
reflect both staff reductions and reduced incentive compensation expenses. As in
the first  quarter,  operating  margins in the fiscal 1996 second  quarter  also
benefited from the favorable  performance of several firm fixed price  contracts
in both  private  and  public  sectors.  There  can be no  assurance  that  such
contracts will continue to be available to the Company in the future or that the
performance of such contracts will have a favorable outcome.

Interest  income for the second quarter of fiscal 1996 was $222 before  interest
expense of $28 and was higher compared to interest income of $63 before interest
expense of $12 for the second  quarter of the prior  fiscal  year.  Net interest
income was higher due to the Company's  increased cash position that resulted in
higher  balances of invested  cash, and to a lesser  extent,  improved  interest
rates.

The  effective  tax rate was 39.5 percent for the second  quarter of both fiscal
1996 and 1995.

Net income for the quarter was $959 compared with $908 in the second  quarter of
1995,  an increase of 5.6  percent.  Earnings  per share were $0.20 on 4,871,000
weighted  average  shares  outstanding  compared to $0.19 per share on 4,793,000
weighted average shares outstanding in the same period last year.

Six Month Comparison for Fiscal Years 1996 and 1995

Net revenue for the six months ended  November  30, 1995 (26 weeks)  amounted to
$45,409 a decrease of 3.6 percent from net revenue of $47,110 for the six months
ended  November  30,  1994 (27  weeks).  The  decrease  in net  revenue  was due
primarily to lower public sector work and, to a lesser extent, the impact of the
additional  week in the prior fiscal year. On a comparable  basis with the prior
year, the Company  experienced  lower demand for its services that was partially
offset by slightly improved pricing for those services.

Operating  income  amounted to $2,731,  a decrease of 5.9 percent from operating
income of  $2,902  for the first six  months of the prior  year.  The  operating
margin  decreased to 6.0 percent from 6.2 percent a year ago.  While the Company
continued to lower its operating  costs,  such reductions were not sufficient to
offset the effect of lower revenue discussed above.

Interest income for the six months was $399 before  interest  expense of $29, up
from $108 before  interest  expense of $38 in the same period in the prior year.
The increase in net interest income was due primarily to the Company's increased
cash  position  that  resulted in higher  balances of invested cash and improved
interest rates.

The  effective  tax rate for the six months  ended  November  30,  1995 was 39.4
percent and for the six months ended November 30, 1994 was 39.5 percent.

Net income for the six months was  $1,894,  up from net income of $1,798 for the
six month  period in the prior year,  an increase of 5.3  percent.  Earnings per
share were $0.39 on 4,837,000  weighted average shares  outstanding  compared to
$0.37 per share on 4,809,000  weighted  average shares  outstanding in the first
six month period of the prior year.

                                      -8-
<PAGE>



Due to  seasonal  factors,  operating  results for the six month  period  ending
November  30, 1995 are not  necessarily  indicative  of the results  that may be
expected for the entire fiscal year ending May 31, 1996.

Liquidity and Capital Resources

For the six months ended  November 30, 1995, net cash provided by operations was
$2,226  compared  with net cash  provided by  operations  of $1,423 for the same
period last year.  The increase in cash provided by operations was primarily due
to lower  payments  related to the  settlement  of legal claims  compared to the
prior year,  and to a lesser  extent,  improved  accounts  receivable  balances.
Accounts  receivable  in the prior  year were  adversely  affected  by delays in
invoicing certain public sector projects.

The Company made net capital  expenditures  of $1,043 in the first six months of
fiscal 1996 compared to net capital expenditures of $600 in the first six months
of the prior  year.  The  Company  anticipates  that its  capital  expenditures,
excluding  investments in  acquisitions,  for the current fiscal year will be at
slightly higher levels than those incurred in the prior fiscal year.

The Company is a  consulting  engineering  services  firm  engaged in  providing
environmental,  infrastructure and geotechnical related services, and encounters
potential  liability  including  claims for errors and omissions  resulting from
construction  defects,  construction  cost  overruns or  environmental  or other
damage in the normal course of business. The Company is 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  adverse  impact on the  financial
position  and  liquidity  of the  Company.  Prior to May 1994,  the  Company was
provided  a  professional  liability  insurance  policy  through a wholly  owned
subsidiary  of the Company,  and as such,  was self insured for the  liabilities
covered  by that  policy.  Currently,  the  Company  is  provided  a $5  million
professional liability insurance policy through an unrelated, rated carrier.

At November  30,  1995,  the Company  had cash on hand and cash  equivalents  of
$13,831.  The Company has a $20 million  revolving  credit line agreement  which
expires in October  1997.  At November 30, 1995,  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 6.0 percent at November 30,
1995, and at 6.1 percent at May 31, 1995. The Company is in compliance  with all
covenants pertaining to the credit line agreement.

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 to 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 investments in acquisitions.

Forward-Looking Statements

Except for the historical  information contained herein,  certain of the matters
discussed in this report are  forward-looking  statements that involve risks and
uncertainties,  including the demand for the Company's services and the strength
of  the  economy   domestically   and   internationally,   and  such  risks  and
uncertainties as are described in the registration statement,  reports and other
documents  filed  by the  Company  from  time to time  with the  Securities  and
Exchange Commission.

                                      -9-
<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  1, 1995 and five
proposals  were  presented  to  security  holders  for a vote;  election  of one
director, approval of an amendment to the Restated Certificate of Incorporation,
approval of the Company's 1995 Executive Stock  Incentive  Plan,  approval of an
amendment  to the  1991  Employee  Stock  Purchase  Plan,  and  ratification  of
independent auditors.

The five-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 1995  annual  meeting  was  Class  II,  consisting  of one
incumbent  director:  Richard D.  Puntillo.  The terms for Class III  Directors,
Richard  S.  Harding  and Donald L.  Schreuder,  expire in 1996 and the terms of
Class  I  Directors,  Retired  Rear  Admiral  Stuart  F.  Platt  and  Barton  W.
Shackelford expire in 1997.

The following table lists the votes cast:

                                          For      Withheld
                                          ---      --------
Proposal 1
Election of Director
  Richard D. Puntillo                  3,581,477   54,280

                                          For      Against    Abstain  Non-Votes
                                          ---      -------    -------  ---------
Proposal 2
Approval of an Amendment to the
Restated Certificate of Incorporation
changing the name of the corporation
from Harding Associates, Inc. to
Harding Lawson Associates Group, Inc.  3,572,437   49,192      14,128        --

Proposal 3
Approval of the Company's 1995
Executive Stock Incentive Plan         2,074,017  777,921      15,983    767,836

Proposal 4
Approval of an Amendment to the
1991 Employee Stock Purchase Plan
increasing the shares under the
plan from 150,000 to 250,000.          2,757,803   74,971      14,610    788,373

Proposal 5
Ratification of Ernst & Young, LLP
Independent Auditors                   3,602,933   19,501      13,323         --

                                      -10-
<PAGE>


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, 1995:

            Exhibit No. 3.1   Restated Certificate of Incorporation

            Exhibit No. 3.2   Amendment to Restated Certificate of Incorporation

            Exhibit No. 10.1  1995 Executive Stock Plan

            Exhibit No. 11    Computation of Per Share Earnings

            Exhibit No. 27    Financial Data Schedule (Electronic Filing Only)

         b. Reports on Form 8-K

            None

                                      -11-

<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:                                 /s/ Donald L. Schreuder
     ----------------                 ------------------------------------------
                                      Donald L. Schreuder
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



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

                                      -12-
<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                  EXHIBIT INDEX


    Exhibit No.

        3.1                Restated Certificate of Incorporation

        3.2                Amendment to Restated Certificate of Incorporation

       10.1                1995 Executive Stock Plan

       11                  Computation of Per Share Earnings

       27                  Financial Data Schedule  (Electronic Filing Only)




                                      -13-