<PAGE>
               		      SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C. 20549
                                          FORM l0-K
(Mark One)
     
/ X / ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES EXCHANGE
      ACT OF l934
For the fiscal year ended            December 31, 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       0-1359     

			       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 13, 1998, 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 $13,268,528.

As of March 13, l998, 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

    The Company conducts two lines of business: the manufacture and sale 
of supplies for computer printers and labeling devices (and the 
manufacture of such labeling devices) and the manufacture and sale of 
construction products.  See Note K of Notes to Consolidated Financial 
Statements for further information on industry segment reporting.  The 
printer supplies business is conducted by the Company and its 
wholly-owned subsidiaries under the "Buckeye", "Aspen" and "Kroy" 
tradenames.  The construction products business is conducted by an 85% 
owned subsidiary of the Company under the "Allied" tradename.

    The Company also owns the "Bobbie Brooks" trademarks which are 
licensed through Garan, Inc., an unaffiliated apparel-manufacturing firm, 
exclusively to Wal-Mart and vendors supplying Wal-Mart with apparel 
merchandise.  The Company also owns other income generating assets.

    In this Form 10-K, the terms "Pubco" means Pubco Corporation and the 
"Company" means Pubco together with all of its divisions and 
majority-owned and wholly-owned subsidiaries.

    On October 20, 1997, Pubco acquired all of the outstanding stock of 
Kroy, Inc. (which later became Kroy LLC).  The acquisition was 
accomplished through separate purchase agreements with Kroy's three 
stockholders.  Contemporaneously with the purchase, a Pubco subsidiary 
bought Kroy's secured bank loan from National Bank of Canada.  This 
subsidiary now provides working capital to Kroy on a secured basis.  The 
total paid for Kroy's stock and the bank loan was approximately 
$5,000,000.  On a consolidated basis, the Company accounted for the 
transaction under the purchase method of accounting.  The purchase price 
was allocated to the net assets acquired resulting in goodwill of 
$3,300,000.  The Company used cash on hand to buy Kroy and the Kroy loan.

    When the Company acquired Kroy in October, 1997, Kroy had its 
headquarters, sales and engineering office in Scottsdale, Arizona, 
manufacturing facilities in Osceola and St. Croix Falls, Wisconsin, and 
office and warehouse facilities in England, France and Germany.  The 
Company has scaled back Kroy's Scottsdale, Arizona offices, closed the 
Osceola, Wisconsin manufacturing facility and moved those activities to 
the Company's Cleveland, Ohio location, and closed the office and 
warehouse facilities in France and Germany.  Salespeople continue to work 
in those countries.  The Company now manufactures and distributes 
substantially all of its printer supplies products and construction 
products from the Company's Cleveland, Ohio facility.

    Pubco was established in 1958 and is a Delaware corporation.  As of 
March 13, 1998, the Company employed approximately 335 persons.

                                       2  
<PAGE>
Printer Supplies Business

    The Company manufactures or resells computer ribbons, cartridge 
ribbons, computer paper, laser toner, remanufactured toner cartridges, 
thermal transfer ribbons, ink-jet supplies, magnetic media and commercial 
and industrial label printers and supplies.  The Company purchases 
supplies and component parts from various suppliers, some of whom produce 
component parts on molds owned by the Company.  Printers are manufactured 
by the Company and by subcontractors who produce printers from tools and 
dies owned by the Company.  The Company also publishes and sells the 
AspenGuide(R), the definitive computer printer industry compatibility guide 
which provides cross-reference information concerning ribbons, fax, laser 
and other related supplies.

    The Company markets its computer and data processing supplies 
products through (i) an in-house telemarketing organization primarily to 
end-users in the United States; (ii) dealers located in the United States 
who resell the products to end-users, sometimes utilizing their own 
labeling, and (iii) original equipment manufacturers.  Label printers and 
supplies are principally marketed throughout North America and Western 
Europe through distributors and wholesalers, original equipment 
manufacturers who sell products under their own tradenames, office 
machine and office product dealers, specialty retailers and catalog 
houses.

    The Company's printer supplies businesss has approximately 14,000 
accounts, none of which represents 5% of its business.

    Principal raw materials used by the Company include (i) nylon 
impression fabric which is primarily purchased from one weaving mill, but 
is readily available from other sources, (ii) uncoated free sheet paper, 
which is purchased primarily from two suppliers, but is also readily 
available from numerous sources, (iii) plastic cartridge components, 
which are purchased from numerous suppliers, (iv) microprocessors and 
printed circuit boards, which are available from numerous sources, and 
(v) coatings and heat shrinkable tubing, all of which materials are 
available from a variety of suppliers.

    The Company's label printers and supplies are covered by a variety of 
US and European patents which protect the propriety of the Company's  
label products.  The "Kroy" trademark is registered in over 40 
countries.  "Aspen Ribbons", "AspenGuide" and "Laser I" are registered 
trademarks in the United States.

    There are no dominant suppliers of product in the computer printing 
supplies market, which has numerous manufacturers and resellers.  The 
label printer and supplies market is dominated by a half dozen producers, 
some of whom have significantly greater resources than the Company. Some 
of these producers concentrate on the high volume mass merchant channel, 
which the Company has not aggressively pursued.

                                       3
<PAGE>
Construction Products Business

    The Company designs, manufactures, assembles and distributes products 
for the construction, utility and mining industries.  These operations 
are also housed in the Company's Cleveland, Ohio facility.  Construction 
products are divided into (i) products which are mounted on excavators, 
industrial tractors, loaders and other equipment, including (A) hydraulic 
hammers used for breaking rock, concrete and similar materials, (B) 
hydraulic mounted compactors used for soil compaction and pile and 
sheeting driving applications, (C) grapples used for material handling 
and demolition, (D) asphalt cutters, and (E) hydraulic pedestal boom 
systems used for breaking oversize material at rock crushing operations 
and for waste handling operations; and (ii) underground products, 
including (A) pneumatic piercing tools used to make horizontal holes for 
placement or repair of underground utility lines, and (B) 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 the Company's sales while underground products represented the 
balance.

    The Company has a long-term contractual relationship with Krupp 
Bautechnik GmbH, a German manufacturer of hammers and component parts.  
The Company purchases component parts from Krupp, assembles its own 
hammer products using these and other components purchased domestically, 
and sells and distributes hammer products in the United States and Canada 
under its "Allied" tradenames.  Under the agreement, Krupp does not sell 
competing products in Allied's markets.  Purchases from Krupp have 
represented approximately 50% of the total component and material 
purchases of construction products during the past three fiscal years.

    Construction product components and materials are purchased from a 
variety of metal products manufacturers, hydraulic system component 
suppliers, and steel and aluminum suppliers, principally located in the 
United States.  One domestic supplier presently provides approximately 7% 
of construction product components and materials.  No other supplier 
represents more than 5% of the construction product component and 
material purchases.  Raw materials are available from a variety of 
sources and all of the domestic vendors are replaceable.

    Approximately 60% of the annual sales in the construction product 
business occurs during the first half of the year.

    Construction products are sold to over 200 customers, none of which 
represents more than 5% of the annual sales of construction products.

    Firm order backlog totalled approximately $3,900,000 as of
March 13, 1998 compared to approximately $3,600,000 at March 13, 1997. 

                                       4
<PAGE>
    Construction products are marketed principally through distributors.
There are 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 the 
Company's competitors is believed to hold a dominant position although 
some have greater financial resources than the Company.

Trademark Licensing

    Since 1986, the Company has been licensing use of its "Bobbie Brooks" 
related trademarks to Garan, Incorporated.  Garan and its sublicensees, 
including Wal-Mart, sell sportswear under these labels exclusively at 
Wal-Mart Stores.  Effective for the three year period commencing January 
1, 1996, the Company receives a set annual licensing fee of $475,000, 
payable not less frequently than quarterly.  Licensing fees are recorded 
within the Corporate segment in Industry Segment Information at Note K.  































                                       5
<PAGE>
ITEM 2.  PROPERTIES

    The Company owns or leases the following properties:

                     			Owned or   Square                               
      Location          Leased     Footage               Use            

Cleveland, OH           Leased     312,000   Printer supply operations
                                             executive/administrative
                                             facilities; portion subleased
                                             to third party

Scottsdale, AZ          Leased      25,600   Kroy's administrative
                                             offices; leased through
                                             March, 2001-the Company is 
                                             not using the entire facility
                                             and intends to exercise an  
                                             option at the end of 1998, 
                                             to reduce the space to 10,000
                                             square feet

St Croix Falls, WI      Leased      11,500   Kroy's coating plant and
                                             storage; leased through
                                             February, 2000

Scottsdale, AZ          Leased      10,100   Kroy's sign Division; leased
                                             through December, 2000

Reading, England        Leased      11,300   Kroy's European operations;
                                             leased through September,
                                             2006

Louisville, CO          Leased       2,900   Aspen's sales offices; leased
                                             through September, 1998

St. Louis, MO           Owned      100,000   Commercial printing/offices
                                             leased to a 3rd party 
                                             through 2001

Havana, IL              Owned       25,000   Retail; leased to a 3rd
                                             party through 2000

 
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, l997.

                                       6
<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 the high and low sales prices of Pubco's Common Stock as
reported by NASDAQ.

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     

1997                                                                      
    First Quarter                             $ 8 3/8         $ 7         
    Second Quarter                              8 5/8           7 3/4     
    Third Quarter                              11 1/2           8 1/4     
    Fourth Quarter                             11 5/8          10 3/8     

    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 8,750 holders of Common Stock of record and 
approximately 250 holders of Class B Stock of record, as of March 13, 
1998.

(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.  No preferred stock dividends are in 
arrears at December 31, 1997.  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.

                                       7
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

(All numbers shown in 000's except share data and ratios)
<TABLE>
<CAPTION>

Selected Statement of Operations Data
                                                  Years Ended December 31             
                                   1997        1996         1995         1994         1993    
<S>                             <C>         <C>          <C>          <C>          <C>
Net Sales                       $  53,902   $  51,069    $  47,590    $  46,016    $  42,084   
                                ---------   ---------    ---------    ---------     --------
Income from continuing              
 operations before income
 taxes and minority interest        6,437       5,828        4,036        3,454        2,487   
                                ---------   ---------    ---------    ---------    ---------

Net Income (Loss):
 Continuing Operations (A)         10,224       6,291        3,953        3,380        2,386   
 Discontinued Operations (B)            -           -        1,100      (13,588)      (2,511)  
                                ---------   ---------    ---------    ---------    ---------

Net Income (Loss)                  10,224       6,291        5,053      (10,208)        (125)  
                                ---------   ---------    ---------    ---------    ---------
Net Income (Loss) Applicable
  to Common Stockholders (C)        9,367       5,416        4,178      (10,908)        (825)
                                ---------   ---------    ---------    ---------    ---------
Income (Loss) Per Share:    
 Continuing Operations (C)           2.50        1.50          .89          .77          .49   
 Discontinued Operations (B)            -           -          .32        (3.92)        (.73)  
                                ---------   ---------    ---------    ---------    ---------
 Net Income (Loss)
 per Common Share (A)           $    2.50   $    1.50    $    1.21    $   (3.15)   $    (.24)  
                                ---------   ---------    ---------    ---------    ---------
Weighted Average
 Number of Shares               3,752,473   3,610,278    3,463,387    3,463,727    3,463,727   
                                ---------   ---------    ---------    ---------    ---------
Selected Balance Sheet Data
                                                         December 31             
                                   1997        1996         1995         1994         1993    
Working Capital Ratio            2.6 to 1    2.8 to 1     2.3 to 1     1.3 to 1     1.5 to 1   
Total Assets                     $ 85,946    $ 64,523     $ 57,157     $ 50,902     $ 73,776   
Long-term Debt                          -           -        2,407          949        6,057   
Stockholders' Equity               42,049      31,335       21,515       16,548       27,456   
Common Stockholders'
 Equity (D)                        35,049      24,335       14,515        9,548       20,456   
 Per Common Share (D)             $  9.34    $   6.49     $   4.19     $   2.76     $   5.91   
Shares Outstanding
 at Year End                    3,752,473   3,752,473    3,461,727    3,463,727    3,463,727   

<FN>
(A) Income in 1997 and 1996 includes the benefit of recording an increase in the Company's 
    deferred tax asset of $4,265 and $735, respectively.  Refer to Note I.

(B) 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.

(C) Net of Preferred Stock dividend requirements.

(D) Common Stockholders' Equity and Stockholders' Equity Per Common Share are computed net of 
    the face value of Preferred Stock.
</TABLE>
                                       8
<PAGE>
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
	  RESULTS OF OPERATIONS   


Comparison of 1997 and 1996

Income from continuing operations before income taxes and minority 
interest increased in 1997 from 1996 primarily because of an increase in 
income both at the Company's construction products business and printer 
supplies business.  The increase in net income applicable to common 
stockholders in 1997 from 1996 is primarily the result of the increase in 
the recognition of the benefits of deferred tax assets in 1997 
($4,265,000) from that of 1996 ($735,000).

Sales increased in 1997 from 1996 primarily because the inclusion of Kroy 
more than offset the decrease in sales at the Company's other businesses.

Gross profit percentage increased in 1997 from 1996 primarily because of 
the inclusion of Kroy which maintains a higher gross profit percentage 
than the Company's other businesses and the lower cost of sales at the 
Company's construction products business arising from favorable currency 
fluctuations.

Selling, general and administrative expenses increased in 1997 from 1996 
because of the inclusion of Kroy.

The change in interest, net, is primarily the result of lower borrowing 
levels at the Company's construction products business during 1997 
compared to 1996 and an 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 during the year prior to the acquisition of Kroy.


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 
operating income in the Company's construction products business.

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.

                                       9
<PAGE>
The gross profit percentage increase in 1996 compared to 1995 is the 
result of a lower cost of sales at the Company's construction products 
business 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 the Company's construction products business 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.


LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1997, the Company had $27,381,000 of cash, cash 
equivalents, marketable securities and other short-term investments and 
no long term debt.  In October, 1997, the Company used approximately 
$5,000,000 to purchase the Common Stock of Kroy and acquire its bank 
debt.  The Company's remaining marketable securities and other short term 
investments continue to be subject to risk of loss and fluctuations in 
value.  The income generated from the remaining marketable securities and 
other short-term investments may not be the same from year to year or 
period to period.  The Company will continue to buy, hold and sell 
marketable securities and other short term investments to the extent 
funds are not required to make additional acquisitions of operating 
businesses.

The Company has a $2,500,000 working capital line for its printer 
supplies business and a $3,000,000 working capital line of credit for its 
construction products business.  At December 31, 1997, there were no 
borrowings under either of these lines.  The Company also has a 
$10,000,000 line of credit which it uses for the issuance of letters of 
credit and which can be used for other purposes, including acquisitions.  
At December 31, 1997, letters of credit aggregating approximately 
$1,000,000 had been issued, but there were no borrowings under this 
line.  The Company is continually reviewing business acquisition 
opportunities.

                                      10
<PAGE>
Regarding the functionality of the Company's computer systems for the 
year 2000, the systems utilized by the printer supplies business and 
Pubco corporate (including stock transfer functions), are currently 
compliant.  All of such systems had been routinely acquired by the 
Company and were already year 2000 compliant.  Not all of the computer 
systems used by the Company's construction products business are 
presently year 2000 compliant.  The construction products business 
expects that such systems will become completely compliant at a cost not 
to exceed $350,000 and that such compliance will be substantially 
completed by the end of 1998.

Stockholders' equity of $42,049,000 at December 31, 1997 includes Common 
and Preferred stockholders' equity.  In order to calculate Common 
stockholders' equity at December 31, 1997, 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, 1997.

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.

In 1997, the Company reduced the valuation allowance applied against the 
deferred tax assets related to net operating loss carryforwards and 
certain deductible temporary differences by $4,265.  The reduction 
recorded was based upon future taxable income projections over the next 
several years made by management of the Company.  These projections take 
into consideration the recent acquisition of Kroy and the taxable income 
generated by the Company over the past three years.  The Company will 
need to generate approximately $15,000 of future taxable income prior to 
the expiration of the net operating loss carryforwards in order to 
realize the net deferred tax assets recorded at December 31, 1997.  This 
paragraph and the immediately preceeding paragraph contain forward 
looking statements.  The Company's ability to utilize net operating loss 
carryforwards prior to their expiration will depend upon the ability of 
the Company to generate sufficient taxable income during future periods.  
The Company's ability to generate taxable income at the same levels 
generated during the past three years is not necessarily indicative of 
the Company's ability to generate taxable income in future years.  In 
addition, the Company's acquisition of Kroy does not assure profitability 
of that or other Company operations.  A number of factors could prevent 
the Company from generating taxable income in the future or lower such 
income, including changes in technology, competitive pressures, raw 
material price increases, and other factors which affect businesses 
generally.

                                      11
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA      










              		AUDITED CONSOLIDATED FINANCIAL STATEMENTS

             		    PUBCO CORPORATION AND SUBSIDIARIES

                            DECEMBER 31, 1997






































                                      12
<PAGE>
ERNST & YOUNG LLP                                      ONE CASCADE PLAZA
                                                       AKRON, OH 44308
									  




                  		     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, 1997 and 1996, and the 
related consolidated statements of operations, stockholders' equity and 
cash flows for each of the three years in the period ended December 31, 
1997.  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, 1997 and 
1996, and the consolidated results of their operations and their cash 
flows for each of the three years in the period ended December 31, 1997, 
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.




                                            /s/ Ernst & Young LLP
                                         ----------------------------

Akron, Ohio
March 23, 1998







                                       13
<PAGE>
CONSOLIDATED BALANCE SHEETS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)





                                                                 December 3l
                                                               1997         1996

ASSETS

CURRENT ASSETS

  Cash and cash equivalents                               $  1,720     $  1,539 
  Marketable securities and other
    investments available for sale--Note D                  25,661       24,877 
  Trade receivables (less allowances of
    $931 in 1997 and $269 in 1996)                           7,549        4,410 
  Inventories--Note H                                       11,000        6,681 
  Deferred income taxes                                      2,400          735
  Prepaid expenses and other current assets                  1,570        1,085 
                                                          --------     --------
                             TOTAL CURRENT ASSETS           49,900       39,327 




PROPERTY AND EQUIPMENT--Note H                               6,072        5,929 




INTANGIBLE ASSETS ARISING FROM ACQUISITIONS
  (at cost less accumulated amortization of
  $913 in 1997 and $677 in 1996)--Note A                     4,204        1,129 




OTHER ASSETS                                                25,770       18,138 
                                                          --------     --------
                                     TOTAL ASSETS         $ 85,946     $ 64,523
                                                          ========     ========







See notes to consolidated financial statements.


                                               14
<PAGE>
CONSOLIDATED BALANCE SHEETS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
                                                                 December 3l
                                                              1997         l996

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                        $  7,918     $  5,224 
  Accrued liabilities--Note H                               11,505        8,906 
                                                          --------     --------
                             TOTAL CURRENT LIABILITIES      19,423       14,130 

DEFERRED CREDITS AND NONCURRENT LIABILITIES                 23,812       18,450 

MINORITY INTERESTS                                             662          608 

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 1997 and 1996 ($7,000 
      aggregate liquidation preference)                          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; 3,200,871 issued
      and 3,198,871 outstanding in 1997
      and 3,198,088 issued and 3,196,088
      outstanding in 1996                                       32           32 
    Class B Stock-par value $.01; 2,000,000 
      shares authorized; 553,602 issued and
      outstanding in 1997 and 556,385 issued
      and outstanding in 1996                                    6            6 
  Additional paid in capital                                32,180       32,180 
  Retained earnings (deficit)                                6,266       (3,101)
  Cumulative translation adjustment                            (10)           -
  Unrealized gains on investments available for sale         3,586        2,229
                                                          --------     --------
                                                            42,061       31,347
  Treasury stock at cost, 2,000 shares
    in 1997 and 1996                                           (12)         (12)
                                                          --------     --------
                            TOTAL STOCKHOLDERS' EQUITY      42,049       31,335 
                                                          --------     --------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 85,946     $ 64,523 
                                                          ========     ========

See notes to consolidated financial statements.

                                      15

<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
<TABLE>
<CAPTION>
                                                                Year Ended December 3l
                                                             1997        1996        1995  
<S>                                                      <C>         <C>         <C>
Net sales                                                $  53,902   $  51,069   $  47,590 
Cost of sales                                               37,510      36,747      34,844 
                                                         ---------   ---------   ---------
                                        GROSS PROFIT        16,392      14,322      12,746 
Costs and expenses:
  Selling, general and administrative expenses              13,470      11,339       9,956 
  Interest, net                                             (2,729)     (2,287)       (911)
                                                         ---------   ---------   ---------
                                                            10,741       9,052       9,045 
Other income, net                                              786         558         335 
                                                         ---------   ---------   ---------
                   INCOME FROM CONTINUING OPERATIONS      
           BEFORE INCOME TAXES AND MINORITY INTEREST         6,437       5,828       4,036 

(Benefit) provision for income taxes--Note I                (3,955)       (534)         53 
                                                         ---------   ---------   ---------
			      INCOME FROM CONTINUING
                 OPERATIONS BEFORE MINORITY INTEREST        10,392       6,362       3,983 

Minority interest                                             (168)        (71)        (30) 
                                                         ---------   ---------   ---------
                   INCOME FROM CONTINUING OPERATIONS        10,224       6,291       3,953 

Income from discontinued operations,
  net of taxes--Note C                                           -           -       1,100 
                                                         ---------   ---------   ---------
                                          NET INCOME        10,224       6,291       5,053 

Preferred stock dividend requirements                          857         875         875 
                                                         ---------   ---------   ---------
        NET INCOME APPLICABLE TO COMMON STOCKHOLDERS     $   9,367   $   5,416   $   4,178 
                                                         =========   =========   =========
Earnings per share--Note A:
	     CONTINUING OPERATIONS (NET OF PREFERRED
                        STOCK DIVIDEND REQUIREMENTS)     $    2.50   $    1.50   $     .89 
                             DISCONTINUED OPERATIONS             -           -         .32 
                                                         ---------   ---------   ---------
                                          NET INCOME     $    2.50   $    1.50   $    1.21 
                                                         =========   =========   =========
Weighted average number of shares
  outstanding--Notes A and E                             3,752,473   3,610,278   3,463,387  
                                                         =========   =========   =========

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

                             			    16
<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PUBCO CORPORATION AND SUBSIDIARIES


($ in 000's except share amounts)
<TABLE>
<CAPTION>
Three Years Ended December 3l, l997

                                 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, 1995        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 for 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)

  Conversion of Class B
  Stock to Common Stock--Note E                      2,783         (2,783)                           

  Preferred Stock dividends paid
  (paid at $12.25 per share)
  --Note E                                                                                       (857)

  Net income for 1997                                                                          10,224 
                                  ------   ---   ---------   ---  -------   ---   -------    --------
Balance at December 31, 1997      70,000   $ 1   3,198,871   $32  553,602   $ 6   $32,180    $  6,266 
                                  ======   ===   =========   ===  =======   ===   =======    ========

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

                               			    17
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
<TABLE>
<CAPTION>
                                                                     Year Ended December 3l
                                                                  1997        1996          1995  
<S>                                                           <C>           <C>           <C>
OPERATING ACTIVITIES
  Net income from continuing operations                       $ 10,224      $  6,291      $  3,953 
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Income from discontinued operations                            -             -         1,100 
      Depreciation and amortization                              1,180         1,358         1,379 
      Deferred income taxes                                     (4,265)         (735)            -
      Net (gain) on sales of securities                           (779)          (51)          (75)
      Net loss (gain) on disposal of fixed assets                   71          (500)         (256)
      Minority interest                                             54           (36)          (55)
      Changes in operating assets and liabilities
       	net of acquisitions and divestitures:
          Trade receivables                                         34           648         1,292
          Inventories                                           (1,149)          766           491 
          Other assets                                          (4,930)         (539)         (272)
          Accounts payable                                         387           486        (2,121)
          Other current liabilities                             (1,023)         (380)       (2,471)
          Deferred credits and noncurrent liabilities            5,352          (216)         (750)
                                                              --------      --------      --------
              NET CASH PROVIDED BY OPERATING ACTIVITIES          5,156         7,092         2,215 

INVESTING ACTIVITIES
  Purchases of marketable securities                            (9,971)      (20,882)      (11,764)
  Proceeds from sales of marketable securities                  11,323         9,320         1,364 
  Purchases of fixed assets                                       (154)         (173)         (327)
  Proceeds from the sale of fixed assets                            27         2,095         2,727 
  Acquisition of Kroy                                             (273)            -             -
  Purchase of subsidiaries' stock                                    -           (43)         (665)
  Cash acquired in Aspen investment                                  -             -         4,359 
                                                              --------      --------      --------
    NET CASH PROVIDED (USED IN) BY INVESTING ACTIVITIES            952        (9,683)       (4,306)

FINANCING ACTIVITIES
  Net (repayments) on loans payable                                  -          (289)       (1,622)
  Proceeds from long-term debt                                  24,325        26,294        32,614 
  Principal payments on long-term debt                         (29,395)      (28,919)      (32,678)
  Dividends paid on preferred stock                               (857)         (875)         (875)
  Purchase of treasury stock                                         -             -           (12)
                                                              --------      --------      --------
                NET CASH (USED IN) FINANCING ACTIVITIES         (5,927)       (3,789)       (2,573)
                                                              --------      --------      --------

       INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            181        (6,380)       (4,664)

         CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR          1,539         7,919        12,583 
                                                              --------      --------      --------
               CASH AND CASH EQUIVALENTS AT END OF YEAR       $  1,720      $  1,539      $  7,919 
                                                              ========      ========      ========
<FN>
See notes to consolidated financial statements.
</TABLE>

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

December 3l, l997
($ 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.

On October 20, 1997, Pubco acquired all of the outstanding stock of Kroy, Inc. 
(which later became Kroy LLC).  The operations of Kroy from the date of its 
acquisition are included in the consolidated statements of operations and its 
assets and liabilities are included in the consolidated balance sheets of the 
Company at December 31, 1997.

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 marketable securities and 
other investments.  Because of their short maturity, the carrying amount of 
cash and cash equivalents and marketable securities and other investments 
approximates fair value.

Off balance sheet financial instruments include foreign currency exchange 
agreements.  In the normal course of business, the Company's construction 

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




NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

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, 1997 and 1996.

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 20 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.

Revenue Recognition:  Revenue is recognized generally upon shipment.

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 $638, $385 and $489 for the years ended December 31, 
1997, 1996 and 1995.

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.  The Financial Accountings Standards Board 
issued Statement ("SFAS") No. 128, Earnings per Share.  SFAS No. 128 replaced 
the calculation of primary and fully diluted earnings per share with basic and 
diluted earnings per share.  The Company had no dilutive securities 
outstanding for any period presented.  Accordingly, basic and diluted earnings 
per share are the same and no restatement of previously recorded amounts was 
required by the adoption of SFAS No. 128.

Use of Estimates:  The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make estimates 

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




NOTE A--SIGNIFICANT ACCOUNT POLICIES--CONTINUED

and assumptions that affect the reported amounts of 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 with the 
1997 presentation.


NOTE B--BUSINESS COMBINATIONS

On October 20, 1997, Pubco purchased all of the stock of Kroy, Inc. and a 
Company subsidiary acquired Kroy's bank debt for approximately $5,000,0000.  
The subsidiary now acts as Kroy's secured lender.

The acquisition has been accounted for as a purchase and, accordingly, the 
operating results of Kroy have been included in the Company's consolidated 
financial statements since the date of acquisition.  The excess of the 
aggregate purchase price over the fair market value of net assets acquired of 
approximately $3,300 is being amortized over 20 years.

The following unaudited proforma consolidated results of operations for the 
years ending December 31, 1997 and 1996 assume the Kroy acquisition occurred 
as of January 1, 1996.

                                                    1997             1996 

Net sales                                         $72,822          $77,954
                                                  =======          =======
Net income                                        $ 8,547          $ 4,123
                                                  =======          =======
Earnings per common share                         $  2.28          $  0.90
                                                  =======          =======

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.

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



NOTE B--BUSINESS COMBINATIONS--CONTINUED

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, 1997 and December 31, 1996 include the accounts of 
Aspen.  The Company's Consolidated Statements of Operations for 1997 and 1996  
include the results of Aspen's operations whereas the Company's Consolidated 
Statements of Operations for 1995 account for Aspen's operations on the equity 
method.


NOTE C--DISCONTINUED OPERATIONS

During 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.  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 $915 at December 31, 
1997, is believed to be sufficient to provide primarily for the costs of 
future lease, employee and other liabilities.











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



NOTE D--MARKETABLE SECURITIES
<TABLE>
The following is a summary of available for sale securities:

<CAPTION>
                                                        Gross        Gross      Estimated
                                                      Unrealized   Unrealized     Fair   
                                            Cost         Gains      (Losses)      Value  
    <S>                                  <C>           <C>           <C>         <C>
    December 31, 1997
    US Corporate Equity Securities       $  4,426      $    991      $     (9)   $  5,408 
    US Corporate Debt Securities           10,444         1,274          (110)     11,608 
    Foreign Government Debt Securities      2,294         1,062             -       3,356 
    Foreign Corporate Debt Securities       4,911           420           (42)      5,289 
                                         --------      --------      --------    --------                                      
                                         $ 22,075      $  3,747      $   (161)   $ 25,661 
                                         ========      ========      ========    ========
    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 
                                         ========      ========      ========    ========
</TABLE>

The gross realized gains on sales of securities available for sale totaled 
$855, $1,086 and $75 for 1997, 1996 and 1995, respectively.  The gross 
realized losses totaled $76 and $1,035 in 1997 and 1996, respectively.  

The cost and estimated fair value of debt securities at December 31, 1997, 
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                      $    283       $    297
    Due after one year through three years          1,667          1,636
    Due after three years                          15,699         18,320
                                                 --------       --------
                                                 $ 17,649       $ 20,253
                                                 ========       ========



                             			    23
<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 1997, the Company paid $857 ($12.25 per share) of 
Preferred Stock Series A dividends.  As of December 31, 1997, there were no 
undeclared and unpaid dividends on the Preferred Stock.

Stockholders' equity of $42,049 at December 31, 1997 includes Common and 
Preferred stockholders' equity.  In order to calculate Common stockholders' 
equity at December 31, 1997, 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, 1997.
















                              			    24
<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.  In 1997, 
the Company adopted a 401(k) plan for its printer supplies business and its 
corporate employees.  The construction products business also maintains a 
401(k) plan.  Kroy also maintains a 401(k) for its employees.  The Company 
presently partially match employee deferrals under these plans.  Expenses 
under these various plans aggregated approximately $391, $366 and $346 for 
the years ended December 3l, 1997, l996 and l995, respectively.

The Company makes contributions to a collectively-bargained, multiemployer 
defined benefit pension plan.  The Company contributed and charged to 
expense $55, $10 and $8 for the years ended December 3l, l997, l996 and 
1995, respectively, for the plan.  These contributions are determined in 
accordance with the provisions of a negotiated labor contract and generally 
are based on the amount of wages earned.  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 $226 and $216 at December 31, 1997 and 1996, respectively, 
which amounts have been reflected in the accompanying balance sheets.  
Expenses under these plans were approximately $73, $62 and $50 for 1997, 
1996 and 1995, 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 $(1,055), $1,564 and $2,004 for 
the years ended December 31, 1997, 1996 and 1995, respectively.  Realized 
and unrealized gains and losses, interest, dividends and plan expenses are 
reflected in other income, net, and total $4,615, $3,013 and $3,998 for the 

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




NOTE F--RETIREMENT PLANS--CONTINUED

years ended December 31, 1997, 1996 and 1995, respectively.  There is no 
resulting effect on net income, because these are matched by charges to 
deferred compensation expense, which are also included in other income, 
net.  The amounts of these charges were ($4,615), ($3,013) and ($3,998) for 
the years ended December 31, 1997, 1996 and 1995, respectively.

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

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 2000, with no outstanding borrowings at December 31, 1997.  The Company 
has a $2,500 demand credit facility at LIBOR plus 2% or Prime, at the 
Company's option, with no outstanding balance at December 31, 1997.  The 
Company has a $3,000 revolving credit facility at LIBOR plus 2.5% or Prime, 
at the Company's option, expiring in 1999, with no outstanding balance at 
December 31, 1997.

Total interest payments by the Company were $59, $120 and $244 for the 
years ended December 31, 1997, 1996 and 1995, respectively.

Total interest expense was $48, $113 and $280 for the years ended December 
31, 1997, 1996 and 1995, respectively.












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


NOTE H--OTHER INFORMATION

                                                  December 31
                                             1997             1996   
Inventories:
  Raw materials and supplies               $  5,585         $  4,472 
  Work in process                               596              356 
  Finished goods                              4,819            1,853 
                                           --------         --------
                                           $ 11,000         $  6,681 
                                           ========         ========
Property and equipment:
  Land and buildings                       $  1,475         $  1,571 
  Machinery, equipment and fixtures          12,427           11,559 
  Leasehold improvements                      3,154            3,050 
  Construction in progress                      188               47 
                                           --------         --------
                                             17,244           16,227 
Less accumulated depreciation and
    amortization                            (11,172)         (10,298) 
                                           --------         --------
                                           $  6,072         $  5,929 
                                           ========         ========
Other assets:
  Assets held for deferred compensation    $ 19,659         $ 15,038
  Other                                       6,111            3,100 
                                           --------         --------
                                           $ 25,770         $ 18,138 
                                           ========         ========
Accrued liabilities:
  Payroll and other employee benefits      $  3,552         $  2,523
  Accrued taxes                               1,659            1,823
  Accrual for discontinued businesses           577            1,098
  Other                                       5,717            3,462 
                                           --------         --------
                                           $ 11,505         $  8,906 
                                           ========         ========
Deferred credits and non-current
   liabilities:
  Deferred compensation liability          $ 19,659         $ 15,038
  Other                                       4,153            3,412 
                                           --------         --------
                                           $ 23,812         $ 18,450 
                                           ========         ========

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.

                                  27
<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 (benefit) provision for income taxes for continuing operations 
consists of the following components:

                                               Year Ended December 3l
                                           1997         1996          1995   

   Federal currently payable             $  199        $  156        $   39

   Federal deferred benefit              (4,265)         (735)            -

   State and local currently payable        111            45            14
                                         ------        ------        ------
                                        ($3,955)       $ (534)       $   53
                                         ======        ======        ======

Income taxes paid by the Company were $310, $192 and $30 for the years ended 
December 31, 1997, 1996 and 1995, respectively.

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

                                                Year Ended December 3l
                                           1997          1996          1995   

Statutory federal rate                     34.0%         34.0%         34.0%
Deferred tax benefit                      (66.2%)       (12.6)            -
State and local taxes                       1.1            .5           0.2 
Utilization of net operating loss
  carryforwards                           (31.7)        (32.0)        (34.6)
Other                                       1.4            .9           1.7 
                                           ----          ----          ----
                                          (61.4%)        (9.2%)         1.3%
                                           ====          ====          ====

At December 31, 1997, the Company had available net operating loss 
carryforwards of approximately $8,500 for federal income tax purposes.  
Approximately $4,500 are subject to limitations based on certain subsidiaries' 
ability to generate future taxable income.  The loss carryforwards, if not 
used, will expire as follows: $3,000 in 2000, $300 in 2002, $700 in 2007, $300 
in 2008 and $4,200 in 2009.

In addition, for tax purposes, the Company has investment tax credit 
carryforwards of approximately $78 which expire between 1998 and 2000 and 
alternative minimum tax credit carryforwards of approximately $879.

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 

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


NOTE I--INCOME TAXES--CONTINUED

components of the Company's federal and state deferred tax assets and 
liabilities are as follows:

                                                      1997              1996  
    Deferred tax assets:
      Net operating loss carryforwards
        and credits                               $  4,700          $  8,000 
      Accrual for discontinued operations              300               400 
      Deferred compensation                          6,100             4,000 
      Other                                          4,600             4,100 
                                                  --------          --------
Total deferred tax assets                           15,700            16,500 
    Deferred tax liabilities:
      Tax over book depreciation                       700               800 
      Other                                            200               100 
                                                  --------          --------
         Total deferred tax liabilities                900               900 
                                                  --------          --------
    Net deferred tax assets                         14,800            15,600 
      Valuation allowance for
      deferred tax assets                           (9,800)          (14,865)
                                                  --------          --------
    Net deferred taxes                            $  5,000          $    735 
                                                  ========          ========

The Company establishes valuation allowances in accordance with the provisions 
of SFAS No. 109, "Accounting for Income Taxes."  The Company continualy 
reviews the adequacy of the valuation allowance and is recognizing these 
benefits only as reassessment indicates that it is more likely than not that 
the benefits will be realized.

In 1997, the Company reduced the valuation allowance applied against the 
deferred tax assets related to net operating loss carryforwards and certain 
deductible temporary differences by $4,265.  The reduction recorded was based 
upon future taxable income projections over the next several years made by 
management of the Company.  These projections take into consideration the 
recent acquisition of Kroy and the taxable income generated by the Company 
over the past three years.  The Company will need to generate approximately 
$15,000 of future taxable income prior to the expiration of the net operating 
loss carryforwards in order to realize the net deferred tax assets recorded at 
December 31, 1997.  This paragraph and the immediately preceeding paragraph 
contain forward looking statements.  The Company's ability to utilize net 
operating loss carryforwards prior to their expiration will depend upon the 
ability of the Company to generate sufficient taxable income during future 
periods.  The Company's ability to generate taxable income at the same levels 
generated during the past three years is not necessarily indicative of the 
Company's ability to generate taxable income in future years.  In addition, 
the Company's acquisition of Kroy does not assure profitability of that or 
other Company operations.  A number of factors could prevent the Company from 
generating taxable income in the future or lower such income, including 
changes in technology, competitive pressures, raw material price increases, 
and other factors which affect businesses generally.

			                              29
<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.  The Company's printer supplies business 
and construction products business 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, 1997, 1996 and 1995.

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
                                        1997          1996          1995  


   Minimum rentals                   $   867       $   600       $   732 
   Sublease rental income                (66)          (61)          (61)
                                     -------       -------       -------
                                     $   801       $   539       $   671 
                                     =======       =======       =======

At December 3l, l997, the commitments under non-cancellable operating leases 
are as follows:

				    Operating
				      Leases  

       l998                            1,404 
       l999                            1,278 
       2000                            1,131 
       2001                              648 
       2002                              645 
       Thereafter                      1,178
                                     -------
                                     $ 6,284 
                                     =======



                        			    30
<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 $1,704 at December 3l, l997, under operating leases expiring 
between 1998 and 2001.  Upon expiration of the initial terms, the lessees have 
options to renew for periods up to 10 years.

At December 3l, l997, future minimum rentals to be received under operating 
leases are as follows:


       l998                          $   582
       1999                              582
       2000                              515
                                     -------
                                     $ 1,679
                                     =======




















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




NOTE K--INDUSTRY SEGMENT INFORMATION
<TABLE>
<CAPTION>

Summarized industry segment information is as follows:

                                                   Printer    Construction 
                                                   Supplies   Products
                                                   Business   Business       Corporate   Consolidated
<S>                                                <C>          <C>           <C>          <C>
1997

Net sales                                          $ 29,373     $ 24,529      $      -     $ 53,902 
Trade receivables                                     4,969        2,460           120        7,549 
Income (loss) from continuing operations
  before income taxes and minority interest           3,840        1,992           605        6,437 
Identifiable assets                                  22,195        9,257        54,494       85,946 
Capital expenditures                                     29           94            31          154 
Depreciation and amortization                           160          390           630        1,180 

1996

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        45,385       64,523 
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 before income
  taxes and minority interest                         4,127          101          (192)       4,036 
Identifiable assets                                  13,223        8,998        34,936       57,157 
Capital expenditures                                     51          141           135          327 
Depreciation and amortization                           192          374           813        1,379 


</TABLE>
Corporate includes certain amounts related to the previously discontinued 
segments and amounts held for deferred compensation arrangements.  The printer 
supplies business includes the operations of Kroy which was acquired in 
October, 1997.


                              			    32
<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 1997 and 1996 are set
forth below.

                                                     1997                      
                                    1st         2nd         3rd         4th    
                                  Quarter     Quarter     Quarter     Quarter  

Net sales                         $ 13,705    $ 12,882    $ 12,161    $ 15,154 
                                  ========    ========    ========    ========

Gross profit                      $  3,821    $  3,856    $  3,594    $  5,121 
                                  ========    ========    ========    ========

Net income                        $  2,007    $  1,708    $  1,380    $  5,129 
                                  ========    ========    ========    ========

Income applicable to
  Common Stockholders             $  1,788    $  1,489    $  1,162    $  4,928 
                                  ========    ========    ========    ========

Net income per
  common share                    $    .48    $    .39    $    .31    $   1.32 
                                  ========    ========    ========    ========


                                                      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  
                                  ========    ========    ========    ========


Net income in the 4th quarter included adjustments to recognize deferred tax 
assets of $4,265 and $735, respectively in 1997 and 1996.

                             			    33
<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

    Glenn E. Corlett, age 54, has been Dean of the Business School at 
Ohio University since July 1, 1997.  Between November, 1996 and June 30, 
1997, Mr. Corlett was an independent business consultant.  Prior to 
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 in February, 1997 to the 
Company's Board to fill the vacancy created by the death of Stanley R. 
Browne in 1996.

    William A. Dillingham, age 54, has been President of the Company's 
printer supplies business for more than the past five years.  Mr. 
Dillingham was appointed a Director of the Company in December, 1997.

    Harold L. Inlow, age 64, is an independent business consultant who 
has consulted for the Company since 1995.  Mr. Inlow was President of the 
Company's former retail subsidiary prior to 1995.    Mr. Inlow was 
appointed a Director of the Company in December, 1997.

    Stephen R. Kalette age 47, 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 50, 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 CleveTrust Realty Investors, which invests in real estate.

    Leo L. Matthews, age 58, has been President of the Company's 
construction products business 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.

                         			    34
<PAGE>
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 1997, the Board held one meeting and took action by 
unanimous written consent on five 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.

Committees of the Board of Directors

    Pubco has a standing Audit Committee.  The Audit Committee, which met 
once in 1997, consists of Mr. Corlett and Mr. Inlow.  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 auditors and reviews the scope and results of auditing 
procedures, the degree of such auditors' independence, audit and 
non-audit fees charged by such auditors, and the adequacy of the 
Company's internal accounting controls; and (iv) recommends to the Board 
the appointment of the independent auditors.
























			    35
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION 

Summary Compensation Table
<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.


<CAPTION>

                                                                 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)
     Chairman, CEO,   1997  $525,000      ---     $72,014(2)       ---       ---      ---   $184,691(3,4)
     President &      1996   525,000      ---      64,917          ---       ---      ---    185,560
     CFO              1995   525,000      ---      59,836          ---       ---      ---    188,973     


Stephen R. Kalette
     VP-Admin.,       1997  $330,000      ---     $26,416(5)       ---       ---      ---   $ 35,799(4,5)
     General Counsel  1996   330,000      ---      25,022          ---       ---      ---     35,076     
     & Secretary      1995   330,000      ---      25,776          ---       ---      ---     35,815     


William A. Dillingham(7)
     President of     1997  $450,000      ---     $ 5,473(7)       ---       ---      ---   $ 31,000(5,8)
     Buckeye Division 1996   450,000      ---       7,284          ---       ---      ---     30,000     
                      1995   450,000      ---       5,946          ---       ---      ---     30,000     


Leo L. Matthews(9)
     President of     1997  $130,000   $ 90,900   $ 5,163(10)      ---       ---      ---   $ 10,847(11) 
     Allied           1996   120,000     85,055     5,459          ---       ---      ---      7,200     
                      1995   120,000     10,000     4,817          ---       ---      ---      7,200     


			    













                        			    36
<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, $67,620 in 1997, $61,370 in 1996 and $55,870 in 
         1995 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 $4,394 in 1997, 
         $3,547 in 1996 and $3,966 in 1995 represents the cost of providing Mr. Kanner with 
         use of an automobile during the year.

(3)      Of the amount reflected, $125,400 in 1997, $127,900 in 1996 and $130,100 in 1995 
         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.  $58,291 in 1997, $57,660 in 1996 and $58,873 in 1995 
         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)      In 1997, the Company adopted a 401-K plan to provide retirement benefits for 
         employees of Pubco and the Company's printer supplies business, including officers.  
         Participating employees make voluntary contributions to the Plan, a portion of which 
         the Company matches.   Of the amounts shown in the 1997 table for Mr. Kalette and 
         Mr. Kanner, $1,000 was contributed by Pubco to such plan.  Of the amount shown in 
         the 1997 table for Mr. Dillingham, $1,000 was contributed by Buckeye to such plan.  
         Vesting of benefits under the plan is phased in over six years.

(6)      Of the amount shown in the table, $22,210 in 1997, $21,396 in 1996 and $20,546 in 
         1995 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 $3,725 in 1997, 
         $3,154 in 1996 and $4,023 in 1995 represents the cost of providing Mr. Kalette with 
         use of an automobile during the year

(7)      All of the amounts shown as paid to or for Mr. Dillingham were paid by the Company's 
         printer supplies business.  Of the amount shown in the table, $3,885 in 1997, $3,535 
         in 1996 and $3,205 in 1995 represents the premiums on life insurance paid for by the 
         Company's printer supplies business on Mr. Dillingham's life, and for which it is 
         not a beneficiary; and $1,588 in 1997, $3,749 in 1996 and $2,741 in 1995 represents 
         the cost of providing Mr. Dillingham with use of an automobile during the year.

(8)      In 1988, the Company's printer supplies business 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 

                                 			    37
<PAGE>
       	 benefits are subject to arestrictive 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.

(9)      All of the amounts shown as paid to or for Mr. Matthews were paid by the Company's 
       	 construction products business.  Mr. Matthews has an employment agreement with such 
       	 business providing for a minimum $130,000 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).

(10)     Of the amount shown in the table, $1,710 in 1997, $1,710 in 1996 and $1,710 in 1995 
       	 represents the premiums on life insurance paid for by the construction products 
       	 business on Mr. Matthew's life, and for which it is not a beneficiary; and $3,453 in 
       	 1997, $3,749 in 1996 and $3,107 in 1995 represents the cost of providing Mr. 
       	 Matthews with use of an automobile during that year.

(11)     In 1993, the Company's construction products business adopted a 401-K plan (with a 
       	 profit sharing component) to provide retirement benefits for its employees, 
       	 including officers.  Participating employees make voluntary contributions to the 
       	 Plan, a portion of which such business 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.
</TABLE>


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.

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.





                          			    38
<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of December 31, 1997 (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:


<TABLE>
<CAPTION>

                               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                  --         --                  --           --         --   
Harold L. Inlow                   --         --                  --           --         --   
Stephen R. Kalette               166          *              13,759          2.5        1.6   
Robert H. Kanner           2,066,894       64.6             514,044         92.8       82.5   
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       64.7             527,903         95.4       84.1   
  (7 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 1997.



                           			    39
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    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, the manufacturing and 
administrative operations of the Company's printer supplies business and 
the manufacturing and administrative operations of the Company's 
construction products business.  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.

				
				





























			    
			    
			    
			    
			    
			    
			    
			    
			    
                                			    40
<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, l997 and l996........................   14

	  Consolidated Statements of Operations   
	  for each of the three years in the 
	  period ended December 3l, l997....................   16

	  Consolidated Statements of Stockholders'
	  Equity for each of the three years in 
	  the period ended December 3l, l997................   17

	  Consolidated Statements of Cash Flows   
	  for each of the three years in the
	  period ended December 3l, l997....................   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

	  10.28         June 30, 1997 (Seventh) Amendment to Credit 
                 Facility and Security Agreement dated March 1, 
                 1993 between Allied Construction Products, Inc. 
                 and KeyBank National Association.

	  10.29         July 11, 1997 (Eighth) Amendment to Credit 
                 Facility and Security Agreement dated March 1, 
                 1993 between Allied Construction Products, Inc. 
                 and KeyBank National Association.

	  
                          			    41
<PAGE>
	  10.30         Amended and Restated Master Promissory Note, 
                 Pledge and Security Agreement dated November 25, 
                 1997, between Pubco Corporation and KeyBank 
                 National Association.

	  10.31         Second Amended and Restated Master Promissory 
                 Note and Security Agreement dated November 25, 
                 1997, between Pubco Corporation and KeyBank 
                 National Association for the Buckeye Business 
                 Products, Inc. Division.

	  21            Subsidiaries of the Registrant.  

	  27            Financial Data Schedules.

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)].

	  10.19         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].

	  
                          			    42
<PAGE>
	  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. [Form 10-K for 
                 year ended December 31, 1996, Exhibit 10.22]

	  10.25         Stock Purchase Agreement between Pubco and Kroy 
                 Holding Company.  [Form 8-K dated October 20, 
                 1997, Exhibit 10.25]

	  10.26         Stock Purchase Agreement between Pubco and Marion 
                 and Warren Pollock.  [Form 8-K dated October 20, 
                 1997, Exhibit 10.26]

	  10.27         Stock Purchase Agreement between Pubco and Quest 
                 Equities Corp.  [Form 8-K dated October 20, 1997, 
                 Exhibit 10.27]


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

          Report on Form 8-K dated October 20, 1997 and filed November 3, 
          1997 reporting the acquisition of Kroy, Inc. and Form 8-KA 
          filed December 29, 1997 with respect to that same acquisition.














                             			    43
<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


Dated: March 25, l998


    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



                                    /s/ William A. Dillingham
                                   -------------------------------
                                   William A. Dillingham, Director



                                    /s/ Harold L. Inlow
                                   -------------------------------
                                   Harold L. Inlow, Director


                       			    44
<PAGE>




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

<TABLE>
<CAPTION>


     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, 1997         $  269        $   17     $  672 (B)    $   27 (A)       $  931 


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)


			    
<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)].

    10.19          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.[Form 10-K for year ended 
                   December 31, 1996, Exhibit 10.22]

    10.25          Stock Purchase Agreement between Pubco and Kroy 
                   Holding Company.  [Form 8-K dated October 20, 1997, 
                   Exhibit 10.25]

    
<PAGE>
    10.26          Stock Purchase Agreement between Pubco and Marion and 
                   Warren Pollock.  [Form 8-K dated October 20, 1997, 
                   Exhibit 10.26]

    10.27          Stock Purchase Agreement between Pubco and Quest 
                   Equities Corp.  [Form 8-K dated October 20, 1997, 
                   Exhibit 10.27]

    10.28          June 30, 1997 (Seventh) Amendment to Credit Facility 
                   and Security Agreement dated March 1, 1993 between 
                   Allied Construction Products, Inc. and KeyBank 
                   National Association.

    10.29          July 11, 1997 (Eighth) Amendment to Credit Facility 
                   and Security Agreement dated March 1, 1993 between 
                   Allied Construction Products, Inc. and KeyBank 
                   National Association.

    10.30          Amended and Restated Master Promissory Note, Pledge 
                   and Security Agreement dated November 25, 1997, 
                   between Pubco Corporation and KeyBank National 
                   Association.

    10.31          Second Amended and Restated Master Promissory Note and 
                   Security Agreement dated November 25, 1997, between 
                   Pubco Corporation and KeyBank National Association for 
                   the Buckeye Business Products, Inc. Division.

    21             Subsidiaries of the Registrant.  

    27             Financial Data Schedules





<PAGE>

                            			   EXHIBIT 10.28



<PAGE>
                      		      SEVENTH AMENDMENT TO
                      CREDIT FACILITY AND SECURITY AGREEMENT ('Amendment')

     WHEREAS, ALLIED CONSTRUCTION PRODUCTS, INC., a Delaware corporation, 
(formerly doing business as Allied Steel & Tractor Products, Inc.) (herein 
called the 'Borrower') and KEY CORPORATE CAPITAL INC., a Michigan 
corporation (herein referred to as 'Lender') by assignment from KeyBank 
National Association (formerly known as Society National Bank), a national 
banking association, entered into a Credit Facility and Security Agreement 
dated March 1, 1993, which has previously been amended from time to time (as 
amended, herein called the 'Agreement'), and

     WHEREAS, the Borrower and the Lender have agreed to further amend the 
Agreement to provide for an extension of the termination date of the line 
of credit and to acknowledge the assignment by KeyBank National Association 
all of its interests under the Agreement to Key Corporate Capital Inc.;

     NOW, THEREFORE, for valuable consideration received to their mutual 
satisfaction, the Borrower and the Lender hereby agree as follows:


     1. The definitions of 'Cash Collateral Account', 'Cash Security', and 
'Termination Date' appearing in Section 1.2 of the Agreement are hereby 
amended by deleting such definitions in their entirety and substituting 
therefor the following:

	"'Cash Collateral Account' means a commercial Deposit Account 
	designated 'cash collateral account' and maintained by Borrower with 
	KeyBank, without liability by KeyBank to pay interest thereon, from 
	which account Lender shall have the exclusive right to withdraw funds 
	until all Obligations are paid, performed, satisfied, enforced, and 
	observed in full, and with respect to which account Lender shall have 
	a first security interest."

	"'Cash Security' means all cash, Deposit Accounts, Instruments and 
	other cash equivalents, whether matured or unmatured, whether 
	collected or in the process of collection, upon which Borrower 
	presently has or may hereafter have any claim, that are presently or 
	may hereafter be existing or maintained with, issued by, drawn upon 
	or in the possession of Lender or KeyBank."

	"'Termination Date' means September 30, 1997, or such earlier date on 
	which the commitment of the Lender to make Advances pursuant to 
	Section 2.1 of this Agreement shall have been terminated pursuant to 
	Sections 10 or 14 of this Agreement."

     2. Section 1.2 of the Agreement is hereby amended by adding the 
following definitions for 'KeyBank' and 'Lender' in proper alphabetical 
sequence:

                     				       1
<PAGE>
	"'KeyBank' means KeyBank National Association, a national banking 
	association whose principal office is located at 127 Public Square, 
	Cleveland, Ohio  44114-1306."
	"'Lender' means Key Corporate Capital Inc., a Michigan corporation 
	and a subsidiary of KeyBank whose principal office is located at 127 
	Public Square, Cleveland, Ohio  44114-1306."

     3. Except as otherwise amended hereby, all use of and reference to 
the defined term 'Bank' set forth in the Agreement shall be amended by 
deleting such term and inserting the defined term 'Lender' in place thereof.

     4. Section 7(a) of the Agreement is hereby deleted in its 
entirety, and the following language is inserted in lieu thereof:

	"(a) Prior to exercise by Lender of its rights under Section 10 of 
	this Agreement, and except as provided in Subsection 7(b) of this 
	Agreement, both (i) the lawful collection and enforcement of each of 
	the Borrower's Accounts Receivable and (ii) the lawful receipt and 
	retention by Borrower of all Proceeds of all of its Collateral, 
	including Accounts Receivable and Inventory shall be as Lender's 
	agent.  Borrower shall cause all remittances representing collections 
	and Proceeds of Collateral to be mailed or delivered to Borrower's 
	Lock Box Account, to which Lender shall have access for processing 
	such items in accordance with the provisions, terms and conditions of 
	the Lock Box Agreement.  All such lawful collections of Borrower's 
	Accounts Receivable and such Proceeds of each Borrower's Accounts 
	Receivable and Inventory which are received by Borrower, shall be 
	remitted daily by Borrower to KeyBank for the benefit of Lender in 
	the form in which they are received by the Borrower, either by 
	mailing or by delivering such collections and Proceeds to KeyBank, 
	appropriately endorsed for deposit in the Cash Collateral Account. 
	Borrower shall not commingle such collections or Proceeds with any 
	of its other funds or property, but shall hold such collections and 
	Proceeds separate and apart therefrom upon an express trust for 
	Lender.  Lender may, in its sole discretion, at any time and from 
	time to time, apply all or any portion of the account balance in the 
	Cash Collateral Account as a credit to any Obligations allowing two 
	(2) days for collection and clearance of remittances; provided, 
	however, that, in the event the Lender applies any Proceeds from the 
	Cash Collateral Account and such payment includes uncollected funds, 
	Borrower shall incur a charge for those uncollected funds at the rate 
	payable on Advances.  If any remittance shall be dishonored, or if, 
	upon final payment, any claim with respect thereto shall be made 
	against Lender on its warranties of collection, Lender may charge the 
	amount of such item against the Cash Collateral Account or any other 
	Deposit Account maintained by the Borrower with Lender or KeyBank, 
	and, in any event, retain same and Borrower's interest therein as 
	additional security for the Obligations.  In such event, no allowance 
	is made for collection and clearance.  The Lender, and KeyBank at 
	Lender's direction, may, in its sole discretion, release funds from 
	the Cash Collateral Account to Borrower for use in the Borrower's 
	business.  The balance in the Cash Collateral Account may be 
	withdrawn by the Borrower upon termination of this Agreement."

                          				       2
<PAGE>
     5. The Borrower hereby agrees that it will, contemporaneously with 
the execution of this Amendment to the Agreement, execute and deliver to the 
Lender a new Revolving Credit Promissory Note in the form of Exhibit A-2 to 
replace the Revolving Credit Promissory note currently held and owned by the 
Lender representing the Borrower's borrowings under the Agreement.

     6. This Amendment shall be effective as of June __, 1997.  Except 
as previously amended or as herein specifically amended, directly or by 
reference, all of the terms and conditions set forth in the Agreement are 
confirmed and ratified, and shall remain as originally written.  This 
Amendment shall be construed in accordance with the laws of the State of 
Ohio, without regard to principles of conflict of laws.  The Agreement and 
all other related loan documents executed in connection with the Agreement 
shall remain in full force and effect in all respects as if the unpaid 
balance of the principal outstanding, together with interest accrued 
thereon, had originally been payable and secured as provided for therein, 
as amended from time to time and as modified by this Amendment.  Nothing 
herein shall affect or impair any rights and powers which the Lender may 
have under the Agreement and any and all related loan documents.

     7. In consideration of this Amendment, the Borrower hereby 
releases and discharges the Lender and its shareholders, directors, 
officers, employees, attorneys, affiliates and subsidiaries from any and all 
claims, demands, liability and causes of action whatsoever, now known or 
unknown, arising prior to the date hereof out of or in any way related to 
the extension or administration of the Obligations of the Borrower (as 
defined in the Agreement), the Agreement or any mortgage or security 
interest related thereto.

     8. For purposes of this Amendment, the terms used in the Agreement 
shall have the same meaning as used herein unless otherwise defined herein. 
 The Borrower and the Lender hereby agree to extend all liens and security 
interests securing the Obligations, until said Obligations, as modified 
herein, and any and all related promissory notes have been fully paid.  The 
parties hereto further agree that this Amendment shall in no manner affect 
or impair the liens and security interests evidenced by the Agreement and/or 
any other instruments evidencing, securing or related to the Obligations. 
 The Borrower hereby acknowledges that all liens and security interests 
securing the Obligations are valid and subsisting.

     9. The Borrower covenants and agrees (i) to pay the balance of any 
principal, together with all accrued interest, as specified above in 
connection with any promissory note executed and evidencing any indebtedness 
incurred in connection with the Agreement, as modified by this Amendment, 
and (ii) to perform and observe covenants, agreements, stipulations and 
conditions on its part to be performed hereunder or under the Agreement and 
all other related loan documents executed in connection herewith or thereof.

    10. The Borrower hereby declares that the Borrower has no set offs, 
counterclaims, defenses or other causes of action against the Lender arising 
out of the Agreement or any related loan documents, and to the extent any 
such set offs, counterclaims, defenses or other causes of action may exist, 
whether known or unknown, such items are hereby waived by the Borrower.

				       3
<PAGE>
    11. This Amendment may be executed in counterparts and all such 
counterparts shall constitute one agreement binding on all the parties, 
notwithstanding that the parties are not signatories to the same 
counterpart.

    12. The Borrower hereby represents and warrants to the Lender that 
(a) the Borrower has the legal power and authority to execute and deliver 
this Amendment; (b) the officials executing this Amendment have been duly 
authorized to execute and deliver the same and bind the Borrower with 
respect to the provisions hereof; (c) the execution and delivery hereof by 
the Borrower and the performance and observance by the Borrower of the 
provisions hereof do not violate or conflict with the organizational 
agreements of the Borrower or any law applicable to the Borrower or result 
in a breech of any provisions of or constitute a default under any other 
agreement, instrument or document binding upon or enforceable against the 
Borrower; and (d) this Amendment constitutes a valid and binding obligation 
upon the Borrower in every respect.

     IN WITNESS WHEREOF, the Borrower and the Lender have caused this 
Seventh Amendment to the Agreement to be executed by their duly authorized 
officers as of the ____ day of June, 1997.
	
KEY CORPORATE CAPITAL INC.,                      ALLIED CONSTRUCTION
 a Michigan corporation, by assignment            PRODUCTS, INC.,
 from KeyBank National Association                a Delaware corporation, 
 (formerly known as Society National Bank),       (formerly doing business as
 a national banking association                   Allied Steel & Tractor
                                                  Products, Inc.


By:                                          By:                
   ---------------------------------             -----------------------------
Name:                                        Name:
     --------------------------------             ----------------------------  
Its:                                         Its:         
    --------------------------------             -----------------------------  



				       4
<PAGE>

                             				 EXHIBIT A-2

                 		     REVOLVING CREDIT PROMISSORY NOTE

$4,500,000.00                                                June ___, 1997
                                                            Cleveland, Ohio


     FOR VALUE RECEIVED, ALLIED CONSTRUCTION PRODUCTS, INC., a Delaware 
corporation, (formerly doing business as Allied Steel & Tractor Products, 
Inc.) (the "Borrower"), promises to pay to the order of KEY CORPORATE 
CAPITAL INC. (the "Holder") on September 30, 1997, or sooner as hereinafter 
provided, the principal amount of Four Million Five Hundred Thousand and 
no/100 Dollars ($4,500,000.00) or, if less, the aggregate unpaid principal 
amount from time to time borrowed by the Borrower from the Holder pursuant 
to the Credit Agreement (hereinafter defined).  The unpaid principal balance 
outstanding on this Revolving Credit Promissory Note from time to time (the 
"Outstanding Principal Balance") shall be determined by the ledgers and 
records of the Holder as accurately maintained.

     This Revolving Credit Promissory Note is the "Revolving Note" defined 
and referred to in, and is entitled to the benefits of, a certain Credit 
Facility and Security Agreement dated March 1, 1993 (said Credit Facility 
and Security Agreement as amended and including, as it may be from time to 
time further amended, restated or otherwise modified, being herein called 
the "Credit Agreement"), between the Borrower and the Holder, to which 
reference is hereby made for a statement of the rights of the Holder and the 
duties and obligations of the Borrower in relation thereto, but neither this 
reference to the Credit Agreement nor any provision thereof shall affect or 
impair the absolute and unconditional obligation of the Borrower to pay the 
principal of and interest on this Revolving Credit Promissory Note when due. 
 Capitalized terms used in this Revolving Credit Promissory Note not defined 
hereinafter shall have the respective meanings given to such items in the 
Credit Agreement.

     This Revolving Credit Promissory Note is being executed and delivered 
in substitution for an existing Revolving Credit Promissory Note executed 
by Borrower and dated June 30, 1995, and the execution and delivery of this 
Revolving Credit Promissory Note shall not constitute a novation and shall 
not terminate or otherwise affect the first lien and security interest of 
the Holder in Borrower's property.

     The Outstanding Principal Balance of this Revolving Credit Promissory 
Note shall bear interest from and including the date hereof until the date 
of payment in full at the rate per annum as set forth in the Credit 
Agreement.  All interest on this Revolving Credit Promissory Note shall be 
paid in accordance with the terms of the Credit Agreement.  Interest shall 
be computed on the basis of a year of 360 days for the actual number of days 
elapsed.  All unpaid principal and interest on this Revolving Credit 
Promissory Note shall be due on the maturity date hereof as set forth in the 
Credit Agreement.

                          				       1
<PAGE>
     Reference is hereby made to the Credit Agreement which contains 
provisions for the acceleration of the maturity hereof upon the happening 
of certain stated events and for mandatory prepayments and voluntary 
prepayments hereon.  The term "Holder" includes the successors and assigns 
of Holder.

     This Revolving Credit Promissory Note is secured by collateral 
assigned, pledged or granted to the Holder; reference is made to the Credit 
Agreement and the documents and instruments assigning, pledging or granting 
said collateral for a description of the Holder's rights with respect 
thereto.

     Payment of the principal of and interest on this Revolving Credit 
Promissory Note shall be made in lawful money of the United States of 
America, by federal funds wire transfer to the main office of Holder, 127 
Public Square, Cleveland, Ohio 44114-1306, or at such other place or in such 
other manner of payment as Holder or any subsequent holder hereof shall have 
designated to the Borrower in writing.

     The Borrower waives demand, presentment for payment, notice of 
dishonor, protest, and notice of protest and diligence in collection and 
bringing suit and agrees that Holder may extend the time for payment, accept 
partial payment, take security therefor, or exchange or release any 
collateral, without discharging or releasing the Borrower.

     This Revolving Credit Promissory Note was executed in Cleveland, 
Cuyahoga County, Ohio.  The construction, validity, and enforceability of 
this Revolving Credit Promissory Note shall be governed by the laws of the 
State of Ohio.

     The Borrower authorizes any attorney at law to appear before any 
court of record, state or federal, in the county where this Revolving Credit 
Promissory Note was executed or where the Borrower resides or may be found, 
after the unpaid principal balance of this Revolving Credit Promissory Note 
becomes due, either by lapse of time or by operation of any provision for 
acceleration of maturity contained in the Credit Agreement, and waive the 
issuance and service of process, admit the maturity of this Revolving Credit 
Promissory Note, by reason of acceleration or otherwise, and confess 
judgment against the Borrower in favor of the holder of this Revolving 
Credit Promissory Note for the amount then appearing due on this Revolving 
Credit Promissory Note, together with interest thereon and costs of suit, 
and thereupon to release all errors and to waive all rights of appeal and 
stay of execution.  The foregoing warrant of attorney shall survive any 
judgment and may be used from time to time without exhausting the right to 
further use the warrant of attorney and, if any judgment be vacated for any 
reason, the holder of this Revolving Credit Promissory Note nevertheless may 
use the foregoing warrant of attorney to obtain an additional judgment or 
judgments against the Borrower.  Borrower agrees that the holder's attorney 
may confess judgment pursuant to the foregoing warrant of attorney.  
Borrowers further agrees that the attorney confessing judgment pursuant to 
the foregoing warrant of attorney may receive a legal fee or other 
compensation from the holder.

				                                 2
    
<PAGE>
WARNING--BY SIGNING THIS PAPER YOU GIVE US YOUR RIGHT TO NOTICE AND COURT
TRIAL.  IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU 
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO 
COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR 
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH 
THE AGREEMENT, OR ANY OTHER CAUSE.


				    ALLIED CONSTRUCTION PRODUCTS,
				     INC., a Delaware corporation,
				     (formerly doing business as Allied 
				     Steel & Tractor Products, Inc.)



                                    By:________________________________

                                    Name:______________________________

                                    Title:_____________________________





                    				       3

<PAGE>

 
                                EXHIBIT 10.29


<PAGE>
                           EIGHTH AMENDMENT TO
             CREDIT FACILITY AND SECURITY AGREEMENT ('Amendment')


     WHEREAS, ALLIED CONSTRUCTION PRODUCTS, INC., a Delaware corporation, 
(herein called the "Borrower") and KEY CORPORATE CAPITAL INC., a Michigan 
corporation (herein referred to as the "Lender") by assignment from KeyBank 
National Association (formerly known as Society National Bank), a national 
banking association, entered into a Credit Facility and Security Agreement 
dated March 1, 1993, which has previously been amended from time to time (as 
amended, herein called the "Agreement"), and

     WHEREAS, the Borrower and the Lender have agreed to further amend the 
Agreement; 

     NOW, THEREFORE, for valuable consideration received to their mutual 
satisfaction, the Borrower and the Lender hereby agree as follows:


     1. The definitions of "Borrowing Base", "Discontinued Inventory" and 
"Termination Date" appearing in Section 1.2 of the Agreement are hereby 
amended by deleting such definitions in their entirety and substituting 
therefor the following:

	"'Borrowing Base' means an amount not in excess of the sum of the 
	following:

	    (a) seventy-five percent (75%) of the amount due and 
         owing on Eligible Accounts Receivable, plus

	    (b) seventy-five percent (75%) of the amount due and 
         owing on the sum of Eligible Notes Receivable and 
         Eligible Dating Receivables, plus

	    (c) fifty percent (50%) of the cost on a first-in, 
         first-out inventory cost basis or market value 
         (whichever is lower) of: (i) Borrower's Eligible 
         Parts Inventory during the preceding month; and 
         (ii) Borrower's Eligible Finished Goods Inventory, 
         less

	    (d) Ineligible FFC Receivables in the form of an 
         availability block against the Borrowing Base for 
         such amount, less

	    (e) any outstanding Letters of Credit."

	"'Discontinued Inventory' means any Inventory which is discontinued 
	or obsolete Inventory which has been specifically identified to Bank 
	as Discontinued Inventory in Exhibit N attached hereto."

	"'Termination Date' means June 30, 1999, or such earlier date on 
	which the commitment of the Lender to make Advances pursuant to 
	Section 2.1 of this Agreement shall have been terminated pursuant to 
	Sections 10 or 14 of this Agreement."

                     				       1
<PAGE>
     2. The second line of the first paragraph of the definition of 
"Eligible Finished Goods Inventory" appearing in Section 1.2 of the 
Agreement is hereby amended by deleting the words "two times" and 
substituting therefore the following: "one time," the foregoing with respect 
to the minimum number of times each year such inventory may turnover.

     3. The third line of the first paragraph of the definition of 
"Eligible Parts Inventory" appearing in Section 1.2 of the Agreement is 
hereby amended by deleting the words "but less than two times per year."

     4. The first sentence of Section 2.1(a) of the Agreement is hereby 
amended by deleting the amount "Four Million Five Hundred Thousand Dollars 
($4,500,000.00)" and substituting therefore the following amount: "Three 
Million Dollars ($3,000,000.00)," the foregoing with respect to the dollar 
amount of the revolving credit facility approved for the Borrower by the 
Bank.

     5. The second sentence of Section 2.1(a) of the Agreement is 
hereby amended by deleting the amount: "Two Hundred Fifty Thousand Dollars 
($250,000.00)" and substituting therefore the following amount "One Million 
Dollars ($1,000,000.00)," the foregoing with respect to the maximum dollar 
amount of issued and outstanding Letters of Credit approved for the Borrower 
by the Bank.

     6. The last sentence of Section 2.4(b) of the Agreement is hereby 
deleted in its entirety and the following sentence is substituted in place 
thereof:  "In addition, Borrower shall pay a monthly Collateral monitoring 
fee in the amount of $150.00 per month in arrears on the first day of each 
month."

     7. Section 5.10 of the Agreement shall be amended to read as 
follows:

	"5.10 Cash Flow.  Borrower shall at all times maintain a Cash 
	Flow Coverage Ratio of at least 1.05 to 1.0 calculated at the 
	end of the fiscal period of Borrower ending closest to the end 
	of each calendar quarter based upon a cumulative year 
	calculation."

     8. Section 6.4(d) of the Agreement is hereby amended by deleting 
such section in its entirety and substituting the following in place 
thereof:

	"(d) pay or declare dividends in any fiscal year (except the 
	following: (i) payments pursuant to a tax sharing agreement 
	with Pubco Corporation, successor in interest to Brooks 
	Management Company, in form and substance acceptable to Lender, 
	so long as the amount paid is equivalent to the amount that 
	would have been paid by Borrower in taxes, if Borrower had 
	filed a separate return, and/or (ii) dividends declared by 
	Borrower, provided that no Event of Default would exist 
	following the payment of such dividends.)"

                          				       2
<PAGE>
     9. The fifth sentence of Section 7(a) of the Agreement is hereby
amended by deleting the number "two (2)" and substituting therefore the 
number "one (1)," the foregoing with respect to the number of hold days 
required by the Bank for collection and clearance of remittances.

    10. The Borrower hereby agrees that it will, contemporaneously with 
the execution of this Amendment to the Agreement, execute and deliver to the 
Lender a new Revolving Credit Promissory Note in the form of Exhibit A-3 to 
replace the Revolving Credit Promissory Note currently held and owned by the 
Lender representing the Borrower's borrowings under the Agreement.  Lender 
agrees to promptly return to Borrower the previously executed Revolving 
Credit Promissory Note.

    11. This Amendment shall be effective as of July __, 1997.  Except 
as previously amended or as herein specifically amended, directly or by 
reference, all of the terms and conditions set forth in the Agreement are 
confirmed and ratified, and shall remain as originally written.  This 
Amendment shall be construed in accordance with the laws of the State of 
Ohio, without regard to principles of conflict of laws.  The Agreement and 
all other related loan documents executed in connection with the Agreement 
shall remain in full force and effect in all respects as if the unpaid 
balance of the principal outstanding, together with interest accrued 
thereon, had originally been payable and secured as provided for therein, 
as amended from time to time and as modified by this Amendment.  Nothing 
herein shall affect or impair any rights and powers which the Lender may 
have under the Agreement and any and all related loan documents.

    12. In consideration of this Amendment, the Borrower hereby 
releases and discharges the Lender and its shareholders, directors, 
officers, employees, attorneys, affiliates and subsidiaries from any and all 
claims, demands, liability and causes of action whatsoever, now known or 
unknown, arising prior to the date hereof out of or in any way related to 
the extension or administration of the Obligations of the Borrower (as 
defined in the Agreement), the Agreement or any mortgage or security 
interest related thereto.

    13. For purposes of this Amendment, the terms used in the Agreement 
shall have the same meaning as used herein unless otherwise defined herein. 
 The Borrower and the Lender hereby agree to extend all liens and security 
interests securing the Obligations, until said Obligations, as modified 
herein, and any and all related promissory notes have been fully paid.  The 
parties hereto further agree that this Amendment shall in no manner affect 
or impair the liens and security interests evidenced by the Agreement and/or 
any other instruments evidencing, securing or related to the Obligations. 
 The Borrower hereby acknowledges that all liens and security interests 
securing the Obligations are valid and subsisting.

    14. The Borrower covenants and agrees (i) to pay the balance of any 
principal, together with all accrued interest, as specified above in 
connection with any promissory note executed and evidencing any indebtedness 
incurred in connection with the Agreement, as modified by this Amendment, 
and (ii) to perform and observe covenants, agreements, stipulations and 
conditions on its part to be performed hereunder or under the Agreement and 
all other related loan documents executed in connection herewith or thereof.

                         				       3
<PAGE>
    15. The Borrower hereby declares that the Borrower has no set offs, 
counterclaims, defenses or other causes of action against the Lender arising 
out of the Agreement or any related loan documents, and to the extent any 
such set offs, counterclaims, defenses or other causes of action may exist, 
whether known or unknown, such items are hereby waived by the Borrower.

    16. This Amendment may be executed in counterparts and all such 
counterparts shall constitute one agreement binding on all the parties, 
notwithstanding that the parties are not signatories to the same 
counterpart.

    17. The Borrower hereby represents and warrants to the Lender that 
(a) the Borrower has the legal power and authority to execute and deliver 
this Amendment; (b) the officials executing this Amendment have been duly 
authorized to execute and deliver the same and bind the Borrower with 
respect to the provisions hereof; (c) the execution and delivery hereof by 
the Borrower and the performance and observance by the Borrower of the 
provisions hereof do not violate or conflict with the organizational 
agreements of the Borrower or any law applicable to the Borrower or result 
in a breech of any provisions of or constitute a default under any other 
agreement, instrument or document binding upon or enforceable against the 
Borrower; and (d) this Amendment constitutes a valid and binding obligation 
upon the Borrower in every respect.

   18. In consideration for entering into this Amendment, Borrower 
agrees to pay Lender a renewal fee of One Thousand Dollars ($1,000.00) 
payable on the date hereof.  The Borrower further agrees to reimburse Lender 
for any and all out-of-pocket costs, fees and expenses incurred in 
connection with this Amendment, including, without limitation, attorney's 
fees, provided, however, that the Borrower's responsibility for such 
attorney's fees shall not exceed One Thousand Five Hundred Dollars 
($1,500.00) in connection with this Eighth Amendment to the Agreement.

                       				       4
<PAGE>
     IN WITNESS WHEREOF, the Borrower and the Lender have caused this 
Eighth Amendment to the Agreement to be executed by their duly authorized 
officers as of the ____ day of July, 1997.

KEY CORPORATE CAPITAL INC.,                      ALLIED CONSTRUCTION
 a Michigan corporation, by assignment            PRODUCTS, INC.,
 from KeyBank National Association                a Delaware corporation, 
 (formerly known as Society National Bank),       (formerly doing business as
 a national banking association                   Allied Steel & Tractor
                                                  Products, Inc.


By:                                          By:                
   ---------------------------------             -----------------------------
Name:                                        Name:
     --------------------------------             ----------------------------  
Its:                                         Its:         
    --------------------------------             -----------------------------  
					 
                                          And By:
                                                 -----------------------------
                                            Name:
                                                 -----------------------------
                                             Its:
                                                 -----------------------------



                           				       5
<PAGE>

                         			      EXHIBIT A-3

                 		    REVOLVING CREDIT PROMISSORY NOTE

$3,000,000.00                                                 July ___, 1997
                                                             Cleveland, Ohio


     FOR VALUE RECEIVED, ALLIED CONSTRUCTION PRODUCTS, INC., a Delaware 
corporation, (the "Borrower"), promises to pay to the order of KEY CORPORATE 
CAPITAL INC. (the "Holder") on June 30, 1999, or sooner as hereinafter 
provided, the principal amount of Three Million and no/100 Dollars 
($3,000,000.00) or, if less, the aggregate unpaid principal amount from time 
to time borrowed by the Borrower from the Holder pursuant to the Credit 
Agreement (hereinafter defined).  The unpaid principal balance outstanding 
on this Revolving Credit Promissory Note from time to time (the "Outstanding 
Principal Balance") shall be determined by the ledgers and records of the 
Holder as accurately maintained.

     This Revolving Credit Promissory Note is the "Revolving Note" defined 
and referred to in, and is entitled to the benefits of, a certain Credit 
Facility and Security Agreement dated March 1, 1993 (said Credit Facility 
and Security Agreement as amended and including, as it may be from time to 
time further amended, restated or otherwise modified, being herein called 
the "Credit Agreement"), between the Borrower and the Holder, to which 
reference is hereby made for a statement of the rights of the Holder and the 
duties and obligations of the Borrower in relation thereto, but neither this 
reference to the Credit Agreement nor any provision thereof shall affect or 
impair the absolute and unconditional obligation of the Borrower to pay the 
principal of and interest on this Revolving Credit Promissory Note when due. 
 Capitalized terms used in this Revolving Credit Promissory Note not defined 
hereinafter shall have the respective meanings given to such items in the 
Credit Agreement.

     This Revolving Credit Promissory Note is being executed and delivered 
in substitution for an existing Revolving Credit Promissory Note executed 
by Borrower and dated June 30, 1997, and the execution and delivery of this 
Revolving Credit Promissory Note shall not constitute a novation and shall 
not terminate or otherwise affect the first lien and security interest of 
the Holder in Borrower's property.

     The Outstanding Principal Balance of this Revolving Credit Promissory 
Note shall bear interest from and including the date hereof until the date 
of payment in full at the rate per annum as set forth in the Credit 
Agreement.  All interest on this Revolving Credit Promissory Note shall be 
paid in accordance with the terms of the Credit Agreement.  Interest shall 
be computed on the basis of a year of 360 days for the actual number of days 
elapsed.  All unpaid principal and interest on this Revolving Credit 
Promissory Note shall be due on the maturity date hereof as set forth in the 
Credit Agreement.

				       1
<PAGE>
     Reference is hereby made to the Credit Agreement which contains 
provisions for the acceleration of the maturity hereof upon the happening 
of certain stated events and for mandatory prepayments and voluntary 
prepayments hereon.  The term "Holder" includes the successors and assigns 
of Holder.

     This Revolving Credit Promissory Note is secured by collateral 
assigned, pledged or granted to the Holder; reference is made to the Credit 
Agreement and the documents and instruments assigning, pledging or granting 
said collateral for a description of the Holder's rights with respect 
thereto.

     Payment of the principal of and interest on this Revolving Credit 
Promissory Note shall be made in lawful money of the United States of 
America, by federal funds wire transfer to the main office of Holder, 127 
Public Square, Cleveland, Ohio 44114-1306, or at such other place or in such 
other manner of payment as Holder or any subsequent holder hereof shall have 
designated to the Borrower in writing.

     The Borrower waives demand, presentment for payment, notice of 
dishonor, protest, and notice of protest and diligence in collection and 
bringing suit and agrees that Holder may extend the time for payment, accept 
partial payment, take security therefor, or exchange or release any 
collateral, without discharging or releasing the Borrower.

     This Revolving Credit Promissory Note was executed in Cleveland, 
Cuyahoga County, Ohio.  The construction, validity, and enforceability of 
this Revolving Credit Promissory Note shall be governed by the laws of the 
State of Ohio.

     The Borrower authorizes any attorney at law to appear before any 
court of record, state or federal, in the county where this Revolving Credit 
Promissory Note was executed or where the Borrower resides or may be found, 
after the unpaid principal balance of this Revolving Credit Promissory Note 
becomes due, either by lapse of time or by operation of any provision for 
acceleration of maturity contained in the Credit Agreement, and waive the 
issuance and service of process, admit the maturity of this Revolving Credit 
Promissory Note, by reason of acceleration or otherwise, and confess 
judgment against the Borrower in favor of the holder of this Revolving 
Credit Promissory Note for the amount then appearing due on this Revolving 
Credit Promissory Note, together with interest thereon and costs of suit, 
and thereupon to release all errors and to waive all rights of appeal and 
stay of execution.  The foregoing warrant of attorney shall survive any 
judgment and may be used from time to time without exhausting the right to 
further use the warrant of attorney and, if any judgment be vacated for any 
reason, the holder of this Revolving Credit Promissory Note nevertheless may 
use the foregoing warrant of attorney to obtain an additional judgment or 
judgments against the Borrower.  Borrower agrees that the holder's attorney 
may confess judgment pursuant to the foregoing warrant of attorney.  
Borrowers further agrees that the attorney confessing judgment pursuant to 
the foregoing warrant of attorney may receive a legal fee or other 
compensation from the holder.

				       2
<PAGE>
WARNING:  BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT 
TRIAL.  IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU 
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO 
COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR 
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH 
THE AGREEMENT, OR ANY OTHER CAUSE.

        ALLIED CONSTRUCTION PRODUCTS,
         INC., a Delaware corporation,
         (formerly doing business as Allied 
         Steel & Tractor Products, Inc.)


         By:                                 
            -----------------------------------
       Name:                               
            -----------------------------------
      Title:                              
            -----------------------------------


     And By:                                 
            -----------------------------------
       Name:                               
            -----------------------------------
        Its:                              
            -----------------------------------




                            				       3

<PAGE>

                      			       EXHIBIT 10.30



<PAGE>
                             AMENDED & RESTATED
                 		    MASTER PROMISSORY NOTE ('NOTE')


$10,000,000.00                       Cleveland, Ohio, ____________, 1997

     Company promises to pay to the order of Lender at any of its offices 
the principal amount of each Advance, together with interest on the daily 
principal balance of such Advance at a rate per annum equal to the Interest 
Rate applicable to such Advance. The principal amount of each Advance shall 
be due and payable on the Maturity Date applicable to such Advance. Accrued 
interest on each LIBOR Advance shall be due and payable on the Maturity Date 
applicable to such Advance. Accrued interest on each Prime Advance shall be 
due and payable on the ___ day of each month. During any Event of Default, 
the daily principal balance of each Advance shall bear interest at a rate 
per annum equal to the Default Interest Rate. Except during any Event of 
Default, no LIBOR Advance may be repaid prior to its Maturity Date.

     This note shall serve as a master note to evidence all Advances; 
provided, however, that the aggregate unpaid principal amount of all 
Advances shall not at any one time outstanding exceed the lesser of the 
amount specified in the Line Facility or forty percent (40%) of the value 
of the Collateral. This note shall also evidence the obligation of Company 
to repay to Lender all Obligations related to the issuance by Lender of 
Letters of Credit in the aggregate amount of up to Three Million Dollars 
($3,000,000.00) provided that the aggregate amount of issued Letters of 
Credit and Advances, all as further described in the Financing Commitment, 
shall not exceed Ten Million Dollars.  In the absence of clear and 
convincing evidence established by Company to the contrary,  Lender's 
records as to (a) the principal amount, the Maturity Date, and the Interest 
Rate applicable to each Advance, (b) each payment of principal and interest 
received by  Lender applicable to each Advance, and (c) payment of any 
Letter of Credit shall be conclusively deemed to be accurate.

     For each payment of principal or interest not received by  Lender 
when due, the Company agrees to pay  Lender a late charge equal to the 
greater of ten percent (10%) of the amount of the payment or One Hundred 
Dollars ($100.00).

     This Note is being executed and delivered as an amendment to and 
restatement of an existing Master Promissory Note dated October 3, 1996 and 
the execution and delivery of this Note shall not constitute a novation and 
shall not terminate or otherwise affect the rights of Lender in the 
Collateral.  This Note is secured by the provisions of that certain Pledge 
and Security Agreement of even date herewith

     Company shall pay  Lender commitment fee computed at a rate 
one-fourth of one percent (1/4 of 1 %) per annum (calculated on the basis 
of a year of 360 days for the actual number of days elapsed) on the average 
daily unused amount of the commitment of the  Lender to make the Advances 
or issue Letters of Credit hereunder during the period from the date of this 
Note to the Maturity Date, payable starting on _______________, 1997, and 
continuing quarter annually thereafter, and on the Maturity Date, with 
respect to the portion of such preceding period as to which such fee has 
accrued and remains unpaid.

                       				       1
<PAGE>
     Company waives presentment, demand, notice, protest, and all other 
demands and notices in connection with delivery, acceptance, performance, 
default, or enforcement of this note. Any request, demand, or notice by or 
on behalf of  Lender, when delivered or deposited for delivery, postage 
prepaid, by certified United States mail to Company at Company's address set 
forth below shall constitute, but shall not preclude other means of, an 
effective request, demand, or notice. Any request, demand, or notice by or 
on behalf of Company must be in writing and shall not be effective until 
delivered to  Lender at  Lender's address set forth below.

     At the option of  Lender during any Event of Default, all Obligations 
shall become immediately due and payable,  Lender may terminate the Line 
Facility (including, without limitation, any obligation of  Lender to make 
any further Advances), and  Lender may require KeyBank to apply or setoff 
any Cash Security against all Obligations and pay such amounts to Lender, 
all without any notice to or demand upon Company, in addition to any other 
rights and remedies  Lender may have pursuant to law, this Note, or any 
other instruments or agreements, which rights and remedies shall be 
cumulative. If during any Event of Default any LIBOR Advance becomes due and 
payable and is repaid prior to its Maturity Date, Company also promises to 
reimburse  Lender on demand for any resulting loss, cost, or expense 
incurred by  Lender as a result of Company's repayment of such Advance prior 
to its Maturity Date including, without limitation, any loss incurred in 
obtaining, liquidating, or employing deposits from third parties, but 
excluding loss of margin for the period after any such payment. If, because 
of the introduction of or any change in, or because of any judicial, 
administrative, or other governmental interpretation of, any law or 
regulation, there shall be any increase in the cost to  Lender of making, 
funding, maintaining, or allocating capital to any LIBOR Advance, then 
Company shall, from time to time upon demand by  Lender, pay to  Lender 
additional amounts sufficient to compensate  Lender for such increased cost. 
If, because of the introduction of or any change in, or because of any 
judicial, administrative, or other governmental interpretation of, any law 
or regulation, it becomes unlawful for  Lender to make, fund, or maintain 
any LIBOR Advance, then  Lender's obligation to make, fund, or maintain any 
LIBOR Advance shall terminate and each affected outstanding LIBOR Advance 
shall be converted to a Prime Advance on the earlier of the applicable 
Maturity Date for each such Advance or the date the making, funding, or 
maintaining of each such Advance becomes unlawful.

     All provisions hereof shall be subject to, governed by, and construed 
in accordance with Ohio law. Unenforceability of any provision hereof or any 
application of any provision hereof shall not affect the enforceability of 
any other provision or application of any provision. Any amendment or waiver 
hereof or any waiver of any right or remedy otherwise available must be in 
writing and signed by the party against whom enforcement of the amendment 
or waiver is sought. After all Obligations evidenced by this note become due 
and payable, any attorney-at-law is irrevocably authorized to (a) appear for 
Company in any state or federal court of record, (b) waive the issuance and 
service of process, all errors, and all rights of appeal and stay of 
execution, and (c) confess judgment against Company in favor of  Lender for 
the principal balance of this note, the amount of all unpaid accrued 
interest, the amount of all costs of suit, and the amount of a reasonable 
attorney's fee. These authorizations shall survive any judgment(s) and any 

                        				       2
<PAGE>
vacation of any judgment(s). Company agrees that the  Lender's attorney may
confess judgment pursuant to the foregoing warrant of attorney. Company
further agrees that the attorney confessing judgment pursuant to the 
foregoing warrant of attorney may receive a legal fee or other compensation 
from the  Lender.

For the purposes of this Note:

     "Advance" means any loan advance made by  Lender to Company pursuant 
     to the Line Facility;

     "Business Day" means a day of the year on which National Banking 
     Associations  are not required or authorized to close in Cleveland, 
     Ohio and, if the applicable Business Day relates to any LIBOR 
     Advance, on which dealings are carried on in the London interbank 
     eurodollar market;

     "Company" means the undersigned and its successors and assigns; 
     provided, however, that Company may not assign or otherwise transfer 
     any of its rights under this note without the express written consent 
     of  Lender;

     "Cash Flow Coverage Ratio" means (i) the sum of Company's net income 
     (after taxes paid in cash), plus depreciation, plus amortization, 
     plus interest expense to (ii) the sum of Company's current portion of 
     long term debt, plus capitalized lease payment, plus capital 
     expenditures, plus interest expense, plus dividends. The Cash Flow 
     Coverage Ratio shall be calculated on a quarterly basis.

     "Cash Security" means any present or future (a) money in the 
     possession of Lender or KeyBank in which Company has or may have any 
     right, title, or interest, (b) Deposit Account maintained with  
     KeyBank in which Company has or may have any right, title or 
     interest, or (c) Instrument or General Intangible issued or assumed 
     by Lender or KeyBank in which Company has or may have any right, 
     title, or interest;

     "Collateral" means the custodial account at Key Trust Company of Ohio 
     known as Account No. 20-10-200-1123440 and the securities therein 
     which are covered by the Pledge and Security Agreement given by 
     Company to KeyBank of even date herewith ("Security Agreement").

     "Debt to Worth Ratio" means the ratio of (i) Company's Total 
     Indebtedness, minus Subordinated Debt to (ii) Company's total equity 
     plus Subordinated Debt, minus related party advances, minus 
     intangible assets. The Debt to Worth Ratio shall be calculated on a 
     quarterly basis;

     "Default Interest Rate" means that floating rate per annum 
     (calculated on the basis of a year of 360 days for the actual number 
     of days elapsed) equal to the greater of three percent (3%) in excess 
     of the Prime Rate, which rate shall be immediately adjusted to 
     correspond with each change in the Prime Rate, or sixteen percent 
     (16%);

				                              3
<PAGE>
     "Deposit Account" shall be defined as set forth in Article 9 of the 
     UCC;
     
     "Event of Default" means any of the following events or conditions: 
     (a) any Obligation evidenced by this Note, the Line Facility or any 
     Letter of Credit is not paid when such Obligation becomes due and 
     payable; (b) any Obligation not evidenced by this note or the Line 
     Facility is not paid when (or within any applicable grace period 
     after) such Obligation becomes due and payable; (c) any material 
     representation, warranty, certification, financial statement, loan 
     application, information, or record made, furnished, or made 
     available to  Lender by or on behalf of Company in connection with 
     any Obligation is inaccurate or misleading in any material respect 
     when made, furnished, or made available; (d) any material provision 
     of any documentation evidencing, securing, or otherwise relating to 
     any Obligation is breached; (e) Company (1) is adjudicated by any 
     court in any jurisdiction to be insolvent, (2) ceases, is unable, or 
     admits in writing the inability to generally pay its debts as they 
     become due, (3) makes any general assignment for the benefit of its 
     creditors, (4) applies for or consents to the appointment of or the 
     taking of possession by any receiver, custodian, trustee, liquidator, 
     or similar representative of or for it or of or for any material part 
     of its property, or (5) commences or consents to the commencement of 
     any case or proceeding with respect to it or any material amount of 
     its property pursuant to any Insolvency Law; (f) any case or 
     proceeding pursuant to any Insolvency Law is commenced against or 
     with respect to Company or any material amount of its property 
     without its consent which is not dismissed or stayed within 30 days 
     after its commencement; or (g) any judgment, attachment, execution, 
     or similar process aggregating in excess of $1,000,000 is rendered, 
     issued, or levied against Company or any material amount of its 
     property and is not fully satisfied, released, vacated, or bonded 
     within 30 days after its rendering, issue, or levy, or (h) Company 
     creates, grants, or permits to exist any lien encumbrance, or claim 
     on the Collateral, other than as created by the Pledge and Security 
     Agreement and either (i) the Collateral does not equal or exceed in 
     fair market value 200% of the outstanding principal balance of this 
     Note, or (ii) any such liens, encumbrances or claims aggregate in 
     excess of $500,000.

     "Financing Commitment" shall mean that certain Financing Commitment 
     issued by Lender to Company dated _______________, 1997.

     "General Intangible" shall be defined as set forth in Article 9 of 
     the UCC;

     "Insolvency Law" means any reorganization, arrangement, composition, 
     or readjustment of debts, bankruptcy, insolvency, dissolution, 
     liquidation, receivership, trusteeship, or similar law of any state 
     or the United States;

     "Instrument" shall be defined as set forth in Article 9 of the UCC;

     "Interest Rate" means (a) as to any Prime Advance, that floating rate 
     per annum (calculated on the basis of a year of 360 days for the 

                         				       4
<PAGE>
     actual number of days elapsed) equal to the Prime Rate, which rate
     shall be immediately adjusted to correspond with each change in the 
     Prime Rate, and (b) as to any LIBOR Advance, that fixed rate per 
     annum (calculated on the basis of a year of 360 days for the actual 
     number of days elapsed) equal to one and one-half percent (1.50%) in 
     excess of the Reserve Adjusted LIBOR Rate;

     "KeyBank" means KeyBank National Association, a national banking 
     association whose principal office is located at 127 Public Square, 
     Cleveland, Ohio 44114;

     "Lender" shall mean Key Corporate Capital Inc., a Michigan 
     corporation and a subsidiary of KeyBank whose principal office is 
     located at 127 Public Square, Cleveland, Ohio 44114;

     "Letter of Credit" means any outstanding letter of credit issued by 
     Lender on the account of Company;

     "LIBOR Advance" means any Advance that bears interest determined with 
     reference to the Reserve Adjusted LIBOR Rate;

     "Libor Reserve Requirements" means, for any Libor Advance, the 
     maximum reserves (whether basic, supplemental, marginal, emergency, 
     or otherwise) prescribed by the Board of Governors of the Federal 
     Reserve System (or any successor) with respect to liabilities or 
     assets consisting of or including "Eurocurrency liabilities" (as 
     defined in Regulation D of the Board of Governors of the Federal 
     Reserve System) having a term equal to the term of such Advance;

    "Line Facility" means the revolving credit and letter of credit 
    facility held available by  Lender for Company evidenced by a letter 
    agreement dated November ___, 1997 and Financing Commitment attached 
    thereto, and this note, together with all extensions, renewals, 
    amendments, restatements, and substitutions thereof;

    "Maturity Date" means the earlier of (a) the date all Obligations 
     evidenced by this note become due and payable or (b) (1) with respect 
     to any Prime Advance, April 30, 2000, and (2) with respect to any 
     LIBOR Advance, the earlier of (i) April 30, 2000 or (ii) the date 
     selected by Company that ends thirty, sixty, ninety or one hundred 
     eighty days after the date of the making of such Advance;

     "Obligations" means any present or future obligation, indebtedness, 
     or liability of Company owed to  Lender of whatever kind and however 
     evidenced, together with all extensions, renewals, amendments, 
     restatements and substitutions thereof or therefor (including, 
     without limitation, any evidenced by this note or the Line Facility 
     or by any Letter of Credit);

     "Prime Advance" means any Advance that bears interest determined with 
     reference to the Prime Rate:

     "Prime Rate" means that interest rate established from time to time 
     by  Lender as  Lender's Prime Rate, whether or not such rate is 

                            				       5
<PAGE>
     publicly announced. The Prime Rate may not be the lowest interest
     rate charged by  Lender for commercial or other extensions of credit;

     "Reserve Adjusted LIBOR Rate" means, with respect to any LIBOR 
     Advance, the rate per annum (rounded upwards to the next higher whole 
     multiple of 1/16% if such rate is not such a multiple) equal to the 
     quotient of (a) the rate per annum (rounded upwards to the next 
     higher whole multiple of 1/16% if such rate is not such a multiple) 
     at which deposits in United States dollars are offered at 11:00 a.m. 
     (London, England time) (or as soon thereafter as is reasonably 
     practicable) by prime banks in the London interbank eurodollar market 
     2 Business Days prior to the day such Advance is made in an amount 
     and with a maturity comparable to the amount and maturity of such 
     Advance, divided by (b) a number equal to 1.00 minus the aggregate 
     (without duplication) of the rates (expressed as a decimal fraction) 
     of the LIBOR Reserve Requirements current on the date 2 Business Days 
     prior to the day such Advance is made;

     "Senior Debt to Cash Flow Ratio" means the ratio of (i) Company's 
     Obligations and any liabilities incurred under capitalized leases, to 
     (ii) the sum of Company's net income (after taxes paid in cash), plus 
     depreciation, plus amortization, plus interest expense. The Senior 
     Debt to Cash Flow Ratio shall be calculated on a quarterly basis;

     "Subordinated Debt" shall mean Indebtedness of a Person which is 
     subordinated, in a manner satisfactory to the  Lender, to all 
     Indebtedness owing to the  Lender;

     "Total Indebtedness" shall mean the total of all items of 
     indebtedness or liability which in accordance with generally accepted 
     accounting principles would be included in determining total 
     liabilities on the liability side of the balance sheet as of the date 
     of determination;

     "UCC" means the Ohio Uniform Commercial Code, as amended.

     Company, to the extent permitted by law, waives any right to have a 
jury participate in resolving any dispute, whether sounding in contract, 
tort, or otherwise, between  Lender and Company arising out of, in 
connection with, related to, or incidental to the relationship established 
between Company and  Lender in connection with this note or any other 
agreement, instrument or document executed or delivered in connection 
therewith or the transactions related thereto.  This waiver shall not in any 
way affect, waive, limit, amend or modify  Lender's ability to pursue 
remedies pursuant to any confession of judgment or cognovit provision 
contained in this note, or any other agreement, instrument or document 
related thereto.


WARNING: BY SIGNING THIS PAPER. YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT 
TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU 
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT 
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER 
FOR RETURNED GOODS. FAULTY GOODS. FAILURE ON HIS PART TO COMPLY WITH THE 
AGREEMENT. OR ANY OTHER CAUSE.

                       				       6
<PAGE>
                             COMPANY:        PUBCO CORPORATION

                                  By:
                                     --------------------------
                               Title:
                                     --------------------------

                                 And:
                                     --------------------------
                               Title:
                                     --------------------------

                             ADDRESS:        3830 Kelly Avenue
                                             Cleveland, Ohio 44114




                          				       7

<PAGE>
            		       PLEDGE AND SECURITY AGREEMENT


     This PLEDGE AND SECURITY AGREEMENT, entered into as of 
_______________, 1997, by and between the PUBCO CORPORATION (herein called 
the "Pledgor") and KEY CORPORATE CAPITAL INC., a Michigan corporation having 
an office at Cleveland, Ohio (herein called the "Lender");

			   W I T N E S S E T H:
		    
     In consideration of and in order to induce the Lender, at any time 
and from time to time, at its option, to grant the Liabilities (as herein 
defined) to Pledgor, and in further consideration of the mutual covenants 
herein contained, the parties hereto agree as follows:

                             SECTION ONE

                             THE PLEDGE

     As security for the payment of the Liabilities, the Pledgor hereby 
grants Lender a security interest in and pledges, assigns and sets over to 
the Lender the Collateral (as herein defined), and in particular the items 
listed in Exhibit A attached hereto and made a part hereof.  Lender shall 
not perfect the security interest pledged herein until and unless an Event 
of Default (as defined therein) has occurred in the Liabilities or a breach 
has occurred in any of the Loan Covenants contained in the Financing 
Commitment, as may be amended from time to time.

     The Pledgor will pledge and set over to the Lender, as further 
security hereunder, any additional securities as and when acquired by the 
Pledgor.

                              SECTION TWO

                         TERMS AND AGREEMENTS

     Section 2.1.  Definitions.  The following terms, when used herein, 
shall have the meanings stated.

     (a)     "Collateral" shall include any and all securities or other 
property hereby or at any time hereafter pledged with the Lender by the 
Pledgor and any replacement and proceeds thereof; and

     (b)     "Liabilities" shall mean loans in the maximum principal amount 
of Ten Million Dollars ($10,000,000) made by Lender to Pledgor, which loans 
are evidenced by an Amended and Restated Master Promissory Note of Pledgor 
dated _______________, 1997, and any renewals, or rearrangements of the 
above as the Lender and Pledgor may make.

     (c)     "Account" shall mean custodial account number 20-10-200-1123440 
in which the collateral is held by Key Trust Company of Ohio, National 
Association.

     (d)     "Financing Commitment" shall mean that Financing Commitment 
issued by Lender to Borrower and dated _______________, 1997.

                        				       1
<PAGE>
     Section 2.2.  Warranty.  The Pledgor warrants that the Pledgor is the 
sole owner of the Collateral; that the Pledgor has full power and authority 
to pledge the same; that all the securities comprised in the Collateral are 
validly issued, fully paid and nonassessable; that the Collateral is, and 
during the term hereof will remain, free and clear of al liens, charges, 
encumbrances, pledges, assignments or transfers of any interest therein or 
thereto (other than to the Lender or as permitted in the Promissory Note) 
and the Pledgor warrants and will defend the Collateral against the claims 
and demands of all persons whomsoever.

     Section 2.3.  Possession of Securities.  The Pledgor warrants that 
possession of all certificated securities comprising the Collateral pledged 
hereby are in the possession of Key Trust Company of Ohio, National 
Association ("Custodian") and held by Custodian for safekeeping as custodian 
and registered in the name of Custodian for the benefit of Pledgor and all 
book entry securities comprising the Collateral are registered in the name 
of Custodian.

     Section 2.4.  Execution of Instruments.  Pledgor shall execute such 
instruments as Lender may request in order to assign or endorse to Lender 
or its order the title to all the Collateral and will pay the transfer tax 
or execute such exemption certificates with respect to such taxes as Lender 
may determine are required with respect to any such transfer.

     Section 2.5.  Discharge of Pledge.  If the whole amount of the 
principal of, premium (if any) and interest on, the Liabilities shall have 
been paid in full and the Lender shall not then have outstanding any 
obligation to extend credit to, or acquire the obligations of, the Pledgor, 
then, and in that event, all rights and interests assigned and pledged 
hereby or pursuant hereto by the Pledgor shall revert to the Pledgor and the 
right, title and interest of the Lender therein shall cease, determine and 
be void and the Collateral belonging to the Pledgor shall be free and clear 
of Lender's lien, and notice of such event shall be given by Lender to 
Pledgor and Custodian.

     Section 2.6.  Acknowledgment of Custodian.  At such time as set forth 
in the letter agreement dated _______________, 1997, between Lender and 
Pledgor, Pledgor shall have delivered to Lender an acknowledgment by 
Custodian of the Pledge or security interest granted hereby and Custodian's 
agreement to have said Pledge noted in its records, and to only release the 
Collateral pursuant to the terms hereof, all in form and substance 
acceptable to Lender.

     Section 2.7.  Reporting.  At least once each month no later than the 
fifteenth (15th) day of each month, Lender shall receive a list of the 
assets held by Custodian as Collateral hereunder.

                           				       2
<PAGE>
                            SECTION THREE

                          RIGHTS OF PLEDGOR

     Section 3.1.  Rights of the Pledgor Prior to Default.  So long as 
(i) the Collateral has a fair market value at least equal to 200% of the 
outstanding principal balance of the Liabilities, (ii) the principal balance 
of the Liabilities has not become due and payable, (iii) the interest on the 
Liabilities is not past due, and (iv) the Pledgor has not become insolvent, 
but not thereafter, the Pledgor shall have the right, from time to time, to 
exercise all ownership rights, such as right to sell, reinvest in securities 
of approximate equal fair market value, and to substitute for any Collateral 
other securities of at least equal fair market value and comparable ratings. 
 The right of Pledgor to exercise the foregoing rights of ownership shall 
be subject always to its obligation to maintain Collateral with a fair 
market value not less than the sum of 200% of the outstanding principal 
balance of the Liabilities.  In the event said fair market value is not 
maintained and not restored by delivery of additional Collateral within five 
business days after notice thereof from Lender, all of Pledgor's rights of 
ownership shall cease until the Collateral returns to said fair market 
value.  Furthermore, if a default of any of the Liabilities shall have 
occurred, then during the continuance thereof, the Lender, in addition to 
the other remedies hereunder provided, may disallow the distribution of all 
such dividends to the Pledgor and, in its discretion, may vote or cause its 
nominee to vote the shares of stock included in the Collateral.  Pledgor 
shall have the right from time to time to withdraw Collateral from the 
Account as long as the fair market value of the remaining Collateral is not 
less than 200% of the outstanding principal balance of the Liabilities.  Any 
request for withdrawal after perfection of Lender's interest in the 
Collateral shall be evidenced by a certificate of Pledgor delivered to the 
Lender and Custodian setting forth the outstanding principal balance of the 
Liability and the fair market value of the Collateral as most recently 
determined by Lender.  The Lender shall have the right to obtain from 
Custodian an accounting of the Fund in addition to the monthly report 
furnished to the Pledgor, at such times as the Lender may reasonably believe 
that unusual market conditions exist.
 
     Section 3.2.  No Right of Exoneration.  The Pledgor hereby waives, 
releases and discharges any right of exoneration which it may have with 
respect to the Liabilities and also any right which it has or may have at 
law, in equity, or by statute to require the Lender to pursue or otherwise 
avail itself of any rights or remedies which the Lender has or may have 
against any other person with respect to any other security at any time held 
by the Lender for the payment of the Liabilities.

                            SECTION FOUR

                        RIGHTS OF THE BANK

     Section 4.1.  Rights of the Lender on Default of Payment of Any of 
the Liabilities.  In the event that any of the Liabilities shall have become 
payable pursuant to the provisions thereof whether at maturity, by 
declaration, or otherwise and the full amount of such Liabilities or any of 
them shall not have been paid in full, all of Pledgor's rights of ownership 
 
	                                   3
<PAGE>
in the Collateral referred to in Section 3.1 hereof shall cease and the
Lender may forthwith apply any cash constituting a part of the Collateral 
to the payment of the Liabilities ratably, and may collect or otherwise 
realize upon any of the Collateral, or any part thereof.  Without limiting 
the generality of the foregoing, the Lender in making such realization may, 
or by giving notice to Custodian to do so on its behalf, after ten (10) 
days' written notice to the Pledgor, sell, assign or otherwise dispose of, 
or give options to purchase, the Collateral through any exchange, broker's 
board or elsewhere, for cash or credit, or for future delivery, without 
assumption by the Lender upon any such sale or sales, public or private, to 
purchase the whole or any part of the Collateral free from any right or 
equity of redemption in the Pledgor or any one claiming through or under the 
Pledgor, which right or equity or redemption in the Pledgor or any one 
claiming through or under the Pledgor, which right or equity or redemption 
is hereby expressly waived and released, and to apply the net proceeds of 
such realization, after deducting all costs and expenses of every kind, to 
the payment in full of the Liabilities.  Any surplus shall be returned to 
the Pledgor.  The Pledgor waives, to the full extent permitted by law, all 
rights of appraisement or valuation whether before of after sale.

     Section 4.2.  Right of the Lender to Deal With the Liabilities.  The 
Pledgor hereby grants to the Lender full power and authority, in the 
Lender's uncontrolled discretion and without notice to the Pledgor, to deal 
with the Liabilities or any of them, to the extent of the following powers:

     (a)     to grant any waiver or indulgence with respect to any of the 
Liabilities; and to effect any release, compromise or settlement with 
respect to any of the Liabilities;

     (b)     to waive, or enter into any agreement of forbearance with 
respect to, any of the Liabilities, or with respect to all or any part of 
any other security for any of the Liabilities at any time held by the 
Lender, and to change the terms of any such waiver or agreement of 
forbearance;

     (c)     to consent to the substitution, exchange or release of all or 
any part of any other security at any time held for any of the Liabilities, 
and in the case of a substitution or exchange, whether or not the new 
security received by the Lender shall be the same or of a different 
character or value from the security surrendered by the Lender; and

     (d)     to accelerate the maturity of any of the Liabilities in 
accordance with the terms thereof.

     No action which the Lender shall take or fail to take pursuant to the 
foregoing powers shall operate to release the pledge hereby created.  The 
Pledgor shall have no right of recourse against the Lender by reason of any 
action which the Lender may take or fail to take pursuant to the foregoing 
powers.

                      				       4
<PAGE>
                              SECTION FIVE

                              MISCELLANEOUS

     Section 5.1.  Persons Bound.  This agreement benefits the Lender, its 
successors and assigns, and binds the Pledgor and its successors and 
assigns.

     Section 5.2.  Fair Market Value.  All determinations as to the fair 
market value of the Collateral to be made hereunder shall be made by Lender, 
on a reasonable basis.  The reasonable judgment of Lender as to the fair 
market value of any Collateral shall be final and binding upon all persons 
and Lender shall not be liable to any person for any loss resulting from the 
exercise of such judgment in good faith.

     Section 5.3.  Governing Law.  This Pledge Agreement shall be deemed 
to be a contract made under and shall be construed in accordance with and 
governed by the laws of the State of Ohio.  This Pledge shall be interpreted 
so as to fully comply with the provisions of Section 8-313 of the Uniform 
Commercial Code or any comparable and applicable State Law.

     Section 5.4.  Notices.  All notices hereunder shall be deemed to have 
been sufficiently given or served for all purposes hereof, when delivered 
or deposited in certified or registered U.S. Mail, postage prepaid, and 
addressed to the Company at the address given below or at such other address 
either party may have designated to the other in writing.

Pledgor:        Pubco Corporation
                3830 Kelly Avenue
                Cleveland, Ohio 44114
                Attn:                    
                     --------------------

Lender:         Key Corporate Capital Inc. 
                127 Public Square
                Cleveland, Ohio 44114
                Attn:  Manager, Structured Finance












				      5
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Pledge Agreement to be 
executed as of the date first above written.

					  PUBCO CORPORATION

                                          By:_________________________

                                       Title:_________________________

                                         And:_________________________

                                       Title:_________________________

					  KEY CORPORATE CAPITAL INC.
					  a Michigan corporation

                                          By:__________________________

                                       Title:__________________________









                         				       6
<PAGE>

                            EXHIBIT A
                                TO
                   PLEDGE AND SECURITY AGREEMENT
                          BY AND BETWEEN
                        PUBCO CORPORATION
                               AND
                  KEYBANK NATIONAL ASSOCIATION


Description of Collateral:

     All securities now held or to be held in an account known as Pubco 
Corporation Custodial Account No. 20-10-200-1123440, which securities are 
held by Key Trust Company of Ohio, National Association ("Custodian") 
pursuant to the terms of a Custodial Agreement between Pledgor and Custodian 
dated July 16, 1996, a list of which securities currently held is attached 
hereto as Exhibit A-1.  This list may be updated and amended as securities 
are sold, exchanged or substituted.


















                          				       7


<PAGE>
                       				 EXHIBIT A-1

                       				 SECURITIES

























                           				       8
<PAGE>
                                                       _______________, 1997
	



Key Trust Company of Ohio, National Association
127 Public Square
Cleveland, Ohio 44114
Attention:                              
          -----------------------

RE:     Account No. 20-10-200-1123440 

Gentlemen/Ladies:

You are hereby notified that the undersigned (hereinafter referred to as 
"Borrower") has granted Key Corporate Capital Inc. ("Lender") a security 
interest in all securities (the "Securities") held from time to time under 
the above-described account to collateralize all of its existing and future 
liabilities to Lender.  Please mark your books and records to reflect the 
security interest of Lender in the securities.

Although the security interest was granted for purpose of security only, you 
are hereby irrevocably authorized and empowered to deal with Lender as if 
Lender were the sole beneficial owner of the securities.  Without limiting 
the generality of the foregoing provisions, the undersigned expressly agrees 
with you as follows:

1.      You are hereby irrevocably (a) authorized to honor all instructions 
       	given to you by Lender in respect of the securities exactly as if 
       	those instructions came from the undersigned and in each case to do 
       	so without any inquiry into Lender's right to give you such 
       	instructions, (b) instructed not to place orders for the purchase and 
       	sale of the securities in the above described account without the 
       	prior consent of Lender, and (c) instructed not to deliver the 
       	securities or any portion thereof to the undersigned at any time 
       	without in each case first obtaining Lender's written consent.  You 
	       are to furnish a copy of the monthly account statements to Lender by 
       	sending such statements to Key Corporate Capital Inc., 127 Public 
       	Square, Cleveland, Ohio 44114, Attention:  Structured Finance 
       	Department. 

2.      In the event the above account is terminated, for whatever reason, you 
       	shall automatically and immediately give possession of all pledged 
       	securities then held in the account to Lender.


3.      Whenever you deliver any such securities or anything else to Lender, 
       	you shall have no duty whatever to follow Lender's disposition of any 
       	such item or any proceeds thereof.  You shall be under no duty or 
       	obligation to enforce any right which the undersigned or the 
       	undersigned's heirs, executors, administrators, successors and 
       	assigns may have against Lender or any person, corporation, 

                      				       1
<PAGE>
        partnership or association by reason of any property delivered by you
       	to Lender.

4.      Notwithstanding the security interest granted to Lender, the 
       	undersigned remains responsible and liable for all its obligations 
       	and other liabilities, if any, to you.

5.      The undersigned represents and warrants to you and Lender that the 
       	undersigned is not subject to any limitations, prohibitions or 
       	restrictions which would affect the validity and enforceability of 
       	this letter agreement.

6.      This letter shall not be amended, modified or revoked without the 
       	prior written consent of Lender.  This letter shall bind the 
       	undersigned's heirs, executors, administrators, successors and 
       	assigns and shall benefit Lender and its successors and assigns.

7.      This letter is being executed and delivered to you in triplicate.  If 
       	you accept this letter please sign the form of acceptance below and 
       	return one such copy to undersigned and forward another to Key 
       	Corporate Capital Inc. at the address noted above.
   
In the Presence of:

					PUBCO CORPORATION

					By:
					   -------------------------
					Title: 
					      ----------------------

					And:
					    ------------------------
					Its: 
					    ------------------------

Lender hereby agrees that until you shall have been given written notice 
from Lender that the indebtedness owed by Borrower or any part thereof has 
not been paid in full upon demand, Lender shall have no right to vote the 
securities held in the above account and Borrower shall continue to exercise 
all such voting rights and be entitled to receive all cash dividends 
pertaining to such securities.

					KEY CORPORATE CAPITAL INC.

					By:
					   -------------------------
					Title: 
					      ----------------------




				                             2
<PAGE>
                       				ACKNOWLEDGMENT


     Key Trust Company of Ohio, National Association ("Custodian"), as 
Custodian of the Pubco Corporation ("Fund") under the Custody Agreement 
("Custodial Agreement") between itself and Pubco Corporation ("Owner") dated 
as of July 24, 1996, does herewith acknowledge the pledge of all of the 
certain securities of said Fund by Owner to Key Corporate Capital Inc. 
("Lender") pursuant to the terms and conditions of a Pledge and Security 
Agreement dated _______________, 1997 ("Pledge"), a copy of which is 
attached hereto as Exhibit "A" and incorporated herein, and agrees to hold 
the Fund, until Custodian receives notice otherwise from Lender, subject to 
the terms of the Pledge.

     Custodian certifies that the Custodial Agreement is, as of the date 
hereof, in full force and effect.  Custodian further certifies that there 
is nothing in the Custodial Agreement that prohibits the pledge of the 
assets of the Fund.

     Prior to execution of this Acknowledgment by Custodian, Owner shall 
be permitted to deal with the Fund as it deems fit as provided in the 
Pledge, including causing the disbursement of sums of money from the Fund. 
After execution hereof by Custodian, thereby perfecting Lender's security 
interest, Custodian agrees not to disburse any sum of money from the Fund 
without the prior written consent of the Lender; provided Owner may exercise 
such rights over the Fund as provided in the Pledge.

     Custodian warrants and represents to Lender that it has marked its 
books and records to reflect the Lender's security interest and pledge of 
the securities held in the Fund to Lender and agrees to hold the securities 
as agent for the Lender for the purpose of perfecting the Lender's security 
interest in the securities.  Custodian agrees to provide Lender a copy of 
the monthly account statement that it provides to the Owner, which statement 
will contain a list of assets in the Fund and a current valuation, and at 
other reasonable times, upon request by Lender furnish Lender with an 
unaudited report of Fund assets.

     Upon execution by Custodian hereof, Custodian agrees that until it is 
notified by Lender that the Pledge is no longer in effect, it shall hold the 
assets of the Fund subject to Lender's security interest, and upon receipt 
of written notice from Lender that it is entitled to receive proceeds from 
the Owner, Custodian will proceed to the extent necessary to liquidate the 
assets of the Fund in accordance with the terms of the Pledge and deliver 
said proceeds to Lender.  Lender agrees to indemnify and hold Custodian 
harmless for any such actions taken by Custodian in good faith at the 
direction of Lender.

     All notices to Lender shall be given by certified mail to:
     Key Corporate Capital Inc. 
     127 Public Square
     Cleveland, Ohio 44114
     Attn:  Structured Finance
                        				       1
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Agreement by 
its duly authorized officers as of the ____ day of ____________, 1997.

CUSTODIAN:                                 BANK:

KEY TRUST COMPANY OF OHIO,                 KEY CORPORATE CAPITAL INC. 
NATIONAL ASSOCIATION

By:                                        By: 
   ----------------------------               ---------------------------
Title:                                     Title: 
      -------------------------                  ------------------------


Consented to By:

PUBCO CORPORATION

By:     
   ----------------------------
Title:  
      -------------------------



















                         				       2

<PAGE>

                     			      EXHIBIT 10.31



<PAGE>
             		       SECOND AMENDED AND RESTATED
                                  MASTER PROMISSORY NOTE


     WHEREAS, Ribbons, Inc. executed and delivered to Ameritrust Company 
National Association ('Ameritrust') a Promissory Grid Note dated June 2, 
1986, in the maximum principal amount of Three Million Five Hundred Thousand 
Dollars ($3,500,000) (the 'Note');

     WHEREAS, as security for the indebtedness evidenced by the Note, 
Ribbons, Inc. executed a certain Security Agreement in favor of Ameritrust 
dated May 28, 1985, as amended by an Amendment to Security Agreement dated 
June 2, 1986 and an Amendment to Security Agreement dated August 5, 1993 (as 
amended, the 'Security Agreement');

     WHEREAS, Buckeye Business Products, Inc. is successor by a series of 
mergers and name changes to Ribbons, Inc.;

     WHEREAS, PUBCO CORPORATION ('Company') is successor by merger to 
Buckeye Business Products, Inc. and KEYBANK NATIONAL ASSOCIATION (formerly 
known as Society National Bank) ('KeyBank') is successor by merger to 
Ameritrust; and

     WHEREAS, Company and KeyBank entered into that certain Amended and 
Restated Master Promissory Note dated as of November 14, 1996, (the "Amended 
Note") which Amended Note was assigned to Lender;

     WHEREAS, the business operations of the former Buckeye Business 
Products, Inc. are currently conducted as a division of Company known as 
Buckeye Business Products Inc. (the "Buckeye Division"), and separate books 
and records, including financial records, are maintained therefor.

     NOW, THEREFORE, in consideration of the premises and the covenants 
and agreements contained herein, the Company and Lender hereby mutually 
agree that the Amended Note shall be further amended and restated in its 
entirety as follows:

$2,500,000.00                           Cleveland, Ohio, ____________, 1997

     On demand after the date of this Note, for value received, Company 
promises to pay to the order of  Lender at any of its offices the principal 
amount of each Advance, together with interest on the daily principal 
balance of such Advance at a rate per annum equal to the Interest Rate 
applicable to such Advance.  The principal amount of each Advance shall be 
due and payable to Lender upon demand.  Issued and outstanding letters of 
credit issued by  Lender on the account of the Buckeye Division shall not 
exceed Five Hundred Thousand Dollars ($500,000).  Accrued interest on each 
LIBOR Advance shall be due and payable on the Maturity Date applicable to 
such Advance.  Accrued interest on each Prime Advance shall be due and 
payable on the first day of each month.  During any Event of Default, the 
daily principal balance of each Advance shall bear interest at a rate per 
annum equal to the Default Interest Rate.  Except during any Event of 
Default, no LIBOR Advance may be repaid prior to its Maturity Date.

                   				       1
<PAGE>
     This note shall serve as a master note to evidence all Advances; 
provided, however, that the aggregate unpaid principal amount of all 
Advances shall not at any one time outstanding exceed (a) the amount 
specified in the Line Facility, or (b) the Borrowing Base, whichever is 
less.  Company shall provide a Borrowing Base Certificate to  Lender 
monthly.  In the absence of reasonable evidence established by Company to 
the contrary,  Lender's records as to (a) the principal amount, the Maturity 
Date, and the Interest Rate applicable to each Advance, and (b) each payment 
of principal and interest received by  Lender applicable to each Advance 
shall be conclusively deemed to be accurate.

     This note is being executed and delivered as an amendment to and 
restatement of an existing Amended and Restated Master Promissory Note and 
dated November 14, 1996, and the execution and delivery of this note shall 
not constitute a novation and shall not terminate or otherwise affect the 
first lien and security interest of  Lender in the Buckeye Division's 
property.

     For each payment of principal or interest not received by  Lender 
when due, the Company agrees to pay  Lender a late charge equal to the 
greater of ten percent (10%) of the amount of the payment or twenty five 
dollars ($25.00).

    Company waives presentment, demand, notice, protest, and all other 
demands and notices in connection with delivery, acceptance, performance, 
default, or enforcement of this note.  Any request, demand, or notice by or 
on behalf of  Lender, when delivered or deposited for delivery, postage 
prepaid, by certified United States mail to Company at Company's address set 
forth below shall constitute, but shall not preclude other means of, an 
effective request, demand, or notice.  Any request, demand, or notice by or 
on behalf of Company must be in writing and shall not be effective until 
delivered to  Lender at  Lender's address set forth below.

     At the option of  Lender during any Event of Default, all Obligations 
shall become immediately due and payable,  Lender may terminate the Line 
Facility (including, without limitation, any obligation of  Lender to make 
any further Advances), and  Lender may direct KeyBank to apply or setoff any 
Cash Security against all Obligations and pay such amounts to Lender, all 
without any notice to or demand upon Company, in addition to any other 
rights and remedies  Lender may have pursuant to law, this note, or any 
other instruments or agreements, which rights and remedies shall be 
cumulative.  If during any Event of Default any LIBOR Advance becomes due 
and payable and is repaid prior to its Maturity Date, Company also promises 
to reimburse  Lender on demand for any resulting loss, cost, or expense 
incurred by  Lender as a result of Company's repayment of such LIBOR Advance 
prior to its Maturity Date including, without limitation, any loss incurred 
in obtaining, liquidating, or employing deposits from third parties, but 
excluding loss of margin for the period after any such payment.  If, because 
of the introduction of or any change in, or because of any judicial, 
administrative, or other governmental interpretation of, any law or 
regulation, there shall be any increase in the cost to  Lender of making, 
funding, maintaining, or allocating capital to any LIBOR Advance, then 
Company shall, from time to time upon demand by  Lender, pay to  Lender 
additional amounts sufficient to compensate  Lender for such increased cost. 

                      				       2
<PAGE>
If, because of the introduction of or any change in, or because of any
judicial, administrative, or other governmental interpretation of, any law 
or regulation, it becomes unlawful for  Lender to make, fund, or maintain 
any LIBOR Advance, then  Lender's obligation to make, fund, or maintain any 
LIBOR Advance shall terminate and each affected outstanding LIBOR Advance 
shall be converted to a Prime Advance on the earlier of the applicable 
Maturity Date for each such LIBOR Advance or the date the making, funding, 
or maintaining of each such LIBOR Advance becomes unlawful.

     All provisions hereof shall be subject to, governed by, and construed 
in accordance with Ohio law.  Unenforceability of any provision hereof or 
any application of any provision hereof shall not affect the enforceability 
of any other provision or application of any provision.  Any amendment or 
waiver hereof or any waiver of any right or remedy otherwise available must 
be in writing and signed by the party against whom enforcement of the 
amendment or waiver is sought.  After all Obligations evidenced by this note 
become due and payable, any attorney-at-law is irrevocably authorized to (a) 
appear for Company in any state or federal court of record, (b) waive the 
issuance and service of process, all errors, and all rights of appeal and 
stay of execution, and (c) confess judgment against Company in favor of  
Lender for the principal balance of this note, the amount of all unpaid 
accrued interest, the amount of all costs of suit, and the amount of a 
reasonable attorney's fee.  These authorizations shall survive any 
judgment(s) and any vacation of any judgment(s).  Company agrees that the 
lender's attorney may confess judgment pursuant to the foregoing warrant 
of attorney.  Company further agrees that the attorney confessing judgment 
pursuant to the foregoing warrant of attorney may receive a legal fee or 
other compensation from the  Lender. 

     Company agrees to reimburse Lender for any and all out-of-pocket 
costs, fees and expenses incurred in connection with this Note, including, 
without limitation, attorneys' fees.

For the purposes of this note:  

     'Advance' means any loan advance made by  Lender to the Buckeye 
     Division pursuant to the Line Facility;  

     'Borrowing Base' means an amount not in excess of the sum of the 
     following: 

            (a) eighty-five percent (85%) of the amount due and owing on
       		Qualified Accounts Receivable, plus
            (b) the lesser of (1) forty percent (40%) of the cost or
                market value (whichever is lower) of Company's Qualified
                Inventory or (2) One Million Dollars ($1,000,000), less
            (c) balance of outstanding letters of credit, if any;

     'Borrowing Base Certificate' shall mean a certificate, substantially 
     in the form of attached Exhibit A; 
  
     'Business Day' means a day of the year on which National Banks are 
     not required or authorized to close in Cleveland, Ohio and, if the 
     applicable Business Day relates to any LIBOR Advance, on which 
     dealings are carried on in the London interbank eurodollar market;

                          				       3
<PAGE>
     'Cash Security' means any present or future (a) money in the 
     possession of  Lender in which the Buckeye Division has or may have 
     any right, title, or interest, (b) Deposit Account maintained with 
     KeyBank in which the Buckeye Division has or may have any right, 
     title or interest, or (c) Instrument or General Intangible issued or 
     assumed by  Lender or KeyBank in which the Buckeye Division has or 
     may have any right, title, or interest;

     'Company' means the undersigned and its successors and assigns; 
     provided, however, that Company may not assign or otherwise transfer 
     any of its rights under this note without the express written consent 
     of  Lender;  

     'Default Interest Rate' means that floating rate per annum 
     (calculated on the basis of a year of 360 days for the actual number  
     of days elapsed) equal to the greater of three percent (3%) in excess 
     of the Prime Rate, which rate shall be immediately adjusted to 
     correspond with each change in the Prime Rate, or sixteen percent 
     (16%);  

     'Deposit Account' shall be defined as set forth in Article 9 of the 
     UCC;

     'Event of Default' means any of the following events or conditions: 
     (a) any Obligation evidenced by this note or the Line Facility is 
     not paid when such Obligation becomes due and payable; (b) any 
     Obligation not evidenced by this note or the Line Facility is not 
     paid when (or within any applicable grace period after) such 
     Obligation becomes due and payable; (c) any material representation, 
     warranty, certification, financial statement, loan application, 
     information, or record made, furnished, or made available to  Lender 
     by or on behalf of Company in connection with any Obligation is 
     inaccurate or misleading in any material respect when made, 
     furnished, or made available; (d) any material provision of any 
     documentation evidencing, securing, or otherwise relating to any 
     Obligation is breached; (e) Company (1) is adjudicated by any court 
     in any jurisdiction to be insolvent, (2) ceases, is unable, or admits 
     in writing the inability to generally pay its debts as they become 
     due, (3) makes any general assignment for the benefit of its 
     creditors, (4) applies for or consents to the appointment of or the 
     taking of possession by any receiver, custodian, trustee, liquidator, 
     or similar representative of or for it or of or for any material part 
     of its property, or (5) commences or consents to the commencement of 
     any case or proceeding with respect to it or any material amount of 
     its property pursuant to any Insolvency Law; (f) any case or 
     proceeding pursuant to any Insolvency Law is commenced against or 
     with respect to Company or any material amount of its property 
     without its consent which is not dismissed or stayed within 30 days 
     after its commencement; (g) any judgment, attachment, execution, or 
     similar process aggregating in excess of $1,000,000 is rendered, 
     issued, or levied against Company or any material amount of its 
     property and is not fully satisfied, released, vacated, or bonded 
     within 30 days after its rendering, issue, or levy; and (h) Company 
     ceases to maintain separate books and records, including financial 
     records, for the Buckeye Division.

				       4
<PAGE>
     'General Intangible' shall be defined as set forth in Article 9 of 
     the UCC;


     'Insolvency Law' means any reorganization, arrangement, composition, 
     or readjustment of debts, bankruptcy, insolvency, dissolution, 
     liquidation, receivership, trusteeship, or similar law of any state 
     or the United States;

     'Instrument' shall be defined as set forth in Article 9 of the UCC;

     'Interest Rate' means (a) as to any Prime Advance, that floating rate 
     per annum (calculated on the basis of a year of 360 days for the 
     actual number of days elapsed) equal to the Prime Rate, which rate 
     shall be immediately adjusted to correspond with each change in the 
     Prime Rate, and (b) as to any LIBOR Advance, that fixed rate per 
     annum (calculated on the basis of a year of 360 days for the actual 
     number of days elapsed) equal to two percent (2%) in excess of the 
     Reserve Adjusted LIBOR Rate;

     'Inventory' means: 

	  (a)  any of the Buckeye Division inventory;
	  (b)  all goods of the Buckeye Division that are raw materials;
	  (c)  all goods of the Buckeye Division that are work in 
	       process;
	  (d)  all goods of the Buckeye Division that are materials used 
	       or consumed in the ordinary course of the business of the 
	       Buckeye Division;
	  (e)  all goods of the Buckeye Division that are, in the 
	       ordinary course of Company's business, held for sale or lease 
	       or furnished or to be furnished under contracts of service; and
	  (f)  all substitutes and replacements for, and parts, 
	       accessories, additions, attachments, or accessions to (a) to 
	       (e) above;

     'KeyBank' means KeyBank National Association, a national banking 
     association whose principal office is located at 127 Public Square, 
     Cleveland, Ohio 44114;

     'Lender' shall mean Key Corporate Capital, Inc., a Michigan 
     corporation and a subsidiary of KeyBank whose principal office is 
     located at 127 Public Square, Cleveland, Ohio 44114;

     'Letter of Credit' means any outstanding letter of credit issued by 
     Lender on the account of the Buckeye Division; 

     'LIBOR Advance' means any Advance that bears interest determined with 
     reference to the Reserve Adjusted LIBOR Rate;

     'LIBOR Reserve Requirements' means, for any LIBOR Advance, the 
     maximum reserves (whether basic, supplemental, marginal, emergency, 
     or otherwise) prescribed by the Board of Governors of the Federal 
     Reserve System (or any successor) with respect to liabilities or 
     assets consisting of or including 'Eurocurrency liabilities' (as 

                       				       5
<PAGE>
     defined in Regulation D of the Board of Governors of the Federal
     Reserve System) having a term equal to the term of such Advance;

     'Line Facility' means the line of credit held available by  Lender 
     for Company evidenced by this note, together with all extensions, 
     renewals, amendments, restatements, and substitutions thereof or 
     therefor, the provisions of which are hereby incorporated by 
     reference as if fully rewritten herein;

     'Maturity Date' means the earlier of (a) the date Lender demands 
     payment of any or all of the Obligations or such other date that all 
     Obligations evidenced by this note become due and payable or (b) with 
     respect to any LIBOR Advance, the date selected by Company that ends 
     one, two or three months after the date of the making of such 
     Advance;

     'Obligation' means any present or future obligation, indebtedness, or 
     liability of Company for the Buckeye Division owed to  Lender of 
     whatever kind and however evidenced, together with all extensions, 
     renewals, amendments, restatements and substitutions thereof or 
     therefor (including, without limitation, any evidenced by this note 
     or the Line Facility);

     'Prime Advance' means any Advance that bears interest determined with 
     reference to the Prime Rate;

     'Prime Rate' means that interest rate established from time to time 
     by  Lender as  Lender's Prime Rate, whether or not such rate is 
     publicly announced.  The Prime Rate may not be the lowest interest 
     rate charged by  Lender for commercial or other extensions of credit;

     'Qualified Account Receivable' means any account receivable generated 
     by the Buckeye Division which, at all times until it is collected in 
     full, continuously meets the following requirements: 

	  (a)  is not subject to any claim for credit, allowance, or 
	       adjustment by the account debtor or any set off or counter 
	       claim,
	  (b)  arose in the ordinary course of the business of the 
	       Buckeye Division from the performance (fully completed) of 
	       services or bona fide sale of goods which have been shipped to 
	       the account debtor, and not more than ninety (90) days have 
	       elapsed since the performance (fully completed) of services or 
	       the sale of goods for or to the account debtor, 
	  (c)  no notice of the financial impairment of the account 
	       debtor has been received by Company,
	  (d)  is not subject to an assignment, pledge, claim, mortgage, 
	       lien, or security interest of any type except that granted to 
	       or in favor of  Lender, 
	  (e)  account debtor has not rejected, returned, revoked 
	       acceptance of, or refused to accept any of the goods which are 
	       the subject of the account receivable, 
	  (f)  Company has not received any instrument or chattel paper 
	       with respect to or in payment of the account receivable, and

                     				       6
<PAGE>
	  (g)  Lender has not determined that the account receivable is
	       unsatisfactory in any respect; 


     'Qualified Inventory' means all Inventory allocated to the Buckeye 
     Division, except Inventory which is: 

	  (a)  located outside the United States;
	  (b)  in the possession of a bailee or a third party;
	  (c)  work in process;
	  (d)  damaged, defective, or obsolete; 
	  (e)  held by Company or a third party on consignment; or
	  (f)  Lender has determined that the Inventory is 
	       unsatisfactory in any respect;

     'Reserve Adjusted LIBOR Rate' means, with respect to any LIBOR 
     Advance, the rate per annum (rounded upwards to the next higher whole 
     multiple of 1/16% if such rate is not such a multiple) equal to the 
     quotient of (a) the rate per annum (rounded upwards to the next 
     higher whole multiple of 1/16% if such rate is not such a multiple) 
     at which deposits in United States dollars are offered at 11:00 a.m. 
     (London, England time) (or as soon thereafter as is reasonably 
     practicable) by prime banks in the London interbank eurodollar market 
     two (2) Business Days prior to the day such Advance is made in an 
     amount and with a maturity comparable to the amount and maturity of 
     such Advance, divided by (b) a number equal to 1.00 minus the 
     aggregate (without duplication) of the rates (expressed as a decimal 
     fraction) of the LIBOR Reserve Requirements current on the date two 
     (2) Business Days prior to the day such Advance is made;

     'UCC' means the Ohio Uniform Commercial Code, as amended.

     Company, to the extent permitted by law, waives any right to have a 
jury participate in resolving any dispute, whether sounding in contract, 
tort, or otherwise, between  Lender and Company arising out of, in 
connection with, related to, or incidental to the relationship established 
between Company and  Lender in connection with this note or any other 
agreement, instrument or document executed or delivered in connection 
therewith or the transactions related thereto.  This waiver shall not in any 
way affect, waive, limit, amend or modify  Lender's ability to pursue 
remedies pursuant to any confession of judgment or cognovit provision 
contained in this note, or any other agreement, instrument or document 
related thereto.

				       7
<PAGE>
WARNING:  BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT 
TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU 
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO 
COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR 
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH 
THE AGREEMENT, OR ANY OTHER CAUSE.


	    COMPANY:                        PUBCO CORPORATION

                                By:
                                   --------------------------
                             Title: 
                                   --------------------------
                            And By:
                                   --------------------------
                             Title:
                                   --------------------------

	    ADDRESS:                        3830 Kelly Avenue
                                     Cleveland, Ohio 44114







                        				       8

<PAGE>
                      		       EXHIBIT A


               		      BORROWING BASE CERTIFICATE


					Certificate No. _________________

					Computed as of: _________________

I, the undersigned, the ______________ of Pubco Corporation (the 'Company'), 
do hereby certify pursuant to the Second Amended and Restated Master 
Promissory Note executed by Company and dated _____________, 1997 (the 
'Note'), that the following computations have been made in accordance with 
the provisions of the Note and without duplication or overlap:


1.     Qualified Accounts Receivable, as 
       defined in the Note                      $__________  


       Total Accounts Receivable of the 
       Buckeye Division                         $__________


       Less Accounts Receivable of the Buckeye 
       Division Not Qualified                   $__________


       Total Qualified Accounts Receivable                      $__________

      85% of Qualified Accounts Receivable


2.    Qualified Inventory, as defined in the 
      Note (cost or market value, whichever 
      is lower).

      Total Qualified Inventory                 $__________

      40% of Qualified Inventory but not more 
      than $1,000,000.                                          $__________


3.    Lesser of Borrowing Base (Total of Nos. 
      1 and 2) $_____________ or Company's 
      Line of Credit Limit $2,500,000, less 
      the balance of outstanding letters of 
      credit, if any                                            $__________

      Advances Outstanding                      $__________






				                                  1
<PAGE>
      Other Obligations owed  Lender            $__________

      Total Obligations                                         $__________

      Borrowing Base Over/Under                                 $__________

I further certify that as of the date of this Borrowing Base Certificate: 
 

     (a)     No Event of Default, as defined in the Note, and no event 
       	     which, but for a requirement of giving of notice or passage of
       	     time, or both, would constitute such an Event of Default has 
             occurred or is continuing;

     (b)     The Buckeye Division has places of business or maintains 
       	     Inventory only at the following locations:  3830 Kelly Avenue, 
             Cleveland, Ohio 44114;

     (c)     The Buckeye Division keeps all of its records pertaining to 
       	     accounts and contract rights, at Company's office located at: 
             3830 Kelly Avenue, Cleveland, Ohio 44114;

     (d)     The principal place of business of the Buckeye Division: 3830 
       	     Kelly Avenue, Cleveland, Ohio 44114;

     (e)     Each representation and warranty made by Company to  Lender in 
       	     the Agreement is true and correct as if made on the date of 
             this Borrowing Base Certificate.  


Dated this ___ day of ______________, l9___.

					     PUBCO CORPORATION


					     By:________________________

					     Title:_____________________


                                				       2


<PAGE>
                       			       EXHIBIT 21



                      			    PUBCO CORPORATION

               		      Subsidiaries of the Registrant






    The Company directly or indirectly owns 100% of the capital stock of 
the following significant subsidiaries:


	    Subsidiaries                               State of Incorporation


    Buckeye Business Products, Inc., Division                

    Aspen Imaging International, Inc.                Delaware

    Kroy LLC                                         Nevada


    The Company owns an indirect 85% plus interest in Allied Construction 
Products, Inc., a Delaware corporation.














                              				       1