<PAGE>
                                
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                            FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934.
    For the fiscal year ended       December 31, 1998

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
    For the transition period from           to
    Commission file number                  1-3576

                ST. JOSEPH LIGHT & POWER COMPANY
   (Exact name of registrant as specified in its charter)

     State of Missouri                 44-0419850
(State or other jurisdiction of     (I.R.S. Employer
incorporation or organization)       Identification No.)

     520 Francis Street, P. O. Box 998, St. Joseph, Missouri
            (Address of principal executive offices)

                           64502-0998
                           (Zip Code)

Registrant's telephone number, including area code (816) 233-8888
Securities registered pursuant to Section 12(b) of the Act:

                                        Name of each exchange on
    Title of each class                    which registered
-------------------------------         -------------------------
Common Stock, without par value         New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

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

  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 ]

  The aggregate market value of the registrant's outstanding
common stock, based on the closing price therefor on the New York
Stock Exchange at March 8, 1999, was $167,446,071.
  Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

Common Stock, without par value          8,168,101  shares
-------------------------------    -----------------------------
          (Class)                 (Outstanding at March 8, 1999)

               DOCUMENTS INCORPORATED BY REFERENCE
  Portions of the 1998 Annual Report to Shareholders are
incorporated by reference into Parts I, II and IV.
  Portions of the 1999 Definitive Proxy Statement for the 1999
annual meeting are incorporated by reference into Part III,
excluding therefrom the sections titled "Report of Compensation
Committee" and "Cumulative Total Shareholder Return."
  The 1998 Annual Report to Shareholders and the 1999 Definitive
Proxy Statement will be mailed to shareholders on or about April
9, 1999.

</Page>

<PAGE>

                             PART I


ITEM 1 - BUSINESS.

   St. Joseph Light & Power Company is a Missouri corporation,
incorporated in 1895. SJLP Inc., its wholly owned subsidiary, was
formed in September 1996 to pursue investments in non-utility
areas.  Collectively, these entities are referred to as the
"Company."

   The Company is engaged primarily in the generation,
transmission and distribution of electric energy to customers in
its ten-county service territory in northwest Missouri. It
supplies this service in St. Joseph, the headquarters city, and
52 other incorporated communities and the intervening rural
territory.  The service area contains approximately 3,300 square
miles.  At December 31, 1998, there were approximately 62,000
electric customers. In 1998, electric revenues accounted for 72%
of total operating revenues.  Natural gas for residential,
commercial and industrial purposes is provided to customers in
Maryville, a state university town of about 10,000, and 14 other
smaller communities in northwest Missouri.  Natural gas revenues
accounted for 4% of total operating revenues in 1998.  Currently
there are about 6,400 natural gas customers.  The Company
supplies industrial steam to six customers in St. Joseph.
Industrial steam revenues accounted for 5% of total operating
revenues in 1998.

   Effective May 31, 1997, SJLP Inc. acquired a controlling
interest in Percy Kent, a manufacturer of multiwall and small
paper bags, primarily for food products, agricultural products,
specialty chemicals, pet foods and other consumer packaging
companies throughout the United States.  In 1998, manufacturing
revenues accounted for 19% of total operating revenues.

   On March 4, 1999, the Company and UtiliCorp United Inc.
entered into an Agreement and Plan of Merger to form a strategic
business combination.  Under terms of the agreement, each share
of common stock of the Company, valued at $23.00 per share, will
be exchanged for UtiliCorp United Inc. common stock.  The
transaction is subject to several closing conditions, including
approval by the Company's shareholders and approval by a number
of state and federal regulatory agencies.  Approval by UtiliCorp
United Inc. shareholders is not required.  Management expects the
merger to be completed in mid-2000.

SOURCES AND AVAILABILITY OF RAW MATERIALS.

   The Company's principal fuel for electric generation is coal.
Small amounts of natural gas and oil are also used.  During 1998,
fuels utilized for electric generation consisted of 92% coal, 2%
oil and 6 % gas.

   The Company, Kansas City Power & Light Company (KCP&L) and The
Empire District Electric Company (EDE), the joint owners of the
Iatan plant, have a twenty-year agreement with a Wyoming mine for
low sulfur western coal. The agreement provides for approximately
two million tons of coal per year through 2003. The coal is
delivered by rail under an agreement, which extends through 2000.
The remaining coal requirements at the Iatan plant are met with
spot purchases.

   Management anticipates meeting coal requirements for the Lake
Road plant in 1999 with present inventory, short-term contracts
and spot purchases.  The Company's rail contract provides for a
minimum of 180,000 tons per year and expires at the end of 2001.
Natural gas requirements are met with purchases from regional
suppliers and transported under the industrial tariffs of
Missouri Gas Energy as an interruptible customer. The Company
meets all of its oil requirements through spot purchases.

</Page>

<PAGE>

   The Company acquires its natural gas for resale on the open
market and with short-term contracts. An agreement with ANR
Pipeline Company provides natural gas storage and transportation
services until 2003. Management believes the arrangement is
sufficient to fulfill its natural gas requirements.

FRANCHISES.

   The Company currently holds non-exclusive franchises for its
electric utility operations in substantially all of the
incorporated portions of its service area.  The Company holds a
perpetual electric franchise without limitation of time in St.
Joseph.  Franchises in 51 additional incorporated municipalities
expire in various years until 2018.  One small community is
served without a franchise.

   The Company holds gas franchises in each of the 15 communities
served, expiring in various years until 2016.

COMPETITION.

   There are three rural electric cooperatives (RECs) within the
Company's service area. These RECs purchase their total power
requirements from generating and transmission cooperatives which
are financed partially by government loans or grants.

   Two municipally owned electric distribution systems are
located in the Company's territory serving approximately 900
customers.

   The Company's rates are significantly lower than the RECs and
municipally owned systems in the area and also compare very
favorably with other investor-owned utilities in the region.
Further competition information is incorporated by reference to
Management's Discussion and Analysis of Financial Condition and
Results of Operations in the 1998 Annual Report to Shareholders,
pages 10-15, which is Exhibit 13 hereto.

FINANCIAL INFORMATION ABOUT SEGMENTS OF BUSINESS.

   This information is incorporated by reference to Note 8 of the
Notes to Consolidated Financial Statements in the 1998 Annual
Report to Shareholders, pages 28-29, which is Exhibit 13 hereto.

ENVIRONMENTAL REQUIREMENTS.

   This information is incorporated by reference to Management's
Discussion and Analysis of Financial Condition and Results of
Operations of the 1998 Annual Report to Shareholders, pages 10-
15, which is Exhibit 13 hereto.

NUMBER OF EMPLOYEES.

   There were 339 full-time employees and 5 part-time employees
at December 31, 1998.

ITEM 2 - PROPERTIES.

   The Company has an agreement with KCP&L and EDE for joint
ownership of the coal-burning generating plant at Iatan,
Missouri.  The Company's 18% share of this plant is 121 megawatts
(mw) of net capability.  Refer to "Jointly Owned Iatan Plant"
incorporated by reference to Note 1 of Notes to Consolidated
Financial Statements in the 1998 Annual Report to Shareholders,
page 22, which is Exhibit 13 hereto.

</Page>

<PAGE>

   The Company owns the Lake Road generating station in St.
Joseph, Missouri with an aggregate net capability of 257 mw
(summer rating), of which 107 mw is coal-fired and 150 mw utilize
natural gas and oil.

   The Company owns a 62-mile segment of a 582 mile, 345 KV
transmission line connecting utilities from Kansas City, Missouri
to Minneapolis, Minnesota. A second 345 KV line, 23 miles in
length, is used as a tie-line for two neighboring utilities, one
of which pays all fixed and operating costs. The Company also
owns 32 miles of 345 KV line connecting the Iatan generating
plant with the Company's system. In addition, the Company
constructed, with six other regional utilities, a 103-mile, 345
KV transmission line, primarily in northwest Missouri, to
strengthen the interconnection network. The line provides a high
capacity interconnection facility directly linking the electric
transmission systems of Nebraska Public Power District,
Associated Electric Cooperative of Springfield, Missouri, and St.
Joseph Light & Power Company.  The Company has 97 miles of 161 KV
transmission line which serves as the "backbone" for its internal
transmission/distribution system, and owns the necessary lower
voltage distribution lines, distribution substations,
transformers and equipment required to provide service in its
territory.

ITEM 3 - LEGAL PROCEEDINGS.

   Certain legal actions are pending which, in management's
opinion, are not expected to materially affect the Company's
financial position or results of operations.

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 1998.

EXECUTIVE OFFICERS OF THE REGISTRANT.

   The following are the executive officers of the Company:

T. F. STEINBECKER, President.  Age 53.  BSBA and MBA, University
     of Missouri and CPA.  Employed by the Company in 1975;
     executive capacity since 1976; present position since May
     1986.

G. L. MYERS, Vice President, General Counsel and Secretary.  Age
     45.  AB, Washington University.  JD, University of Missouri-
     Kansas City.  Employed by the Company and executive capacity
     since 1979; General Counsel and Secretary from May 1989 -
     January 1996; present position since February 1996.

L. J. STOLL, Vice President--Finance, Treasurer and Assistant
     Secretary.  Age 46.  BSBA, Missouri Western State College.
     MBA, Northwest Missouri State University.  Employed by the
     Company in 1975; executive capacity since 1980; present
     position since May 1986.

J. A. STUART, Vice President--Customer Services and Energy
     Delivery.  Age 45.  BSEE, California Polytechnic State
     University. Employed by the Company in present position
     since 1994. Prior positions include Senior Operations
     Consultant, Pacific Gas and Electric Company, June 1993-
     March 1994, and Gas and Electric Operations Manager, Pacific
     Gas and Electric Company, March 1991-June 1993.

D. V. SVUBA, Vice President--Energy Supply.  Age 56.  BSEE, Iowa
     State University.  MSEE, University of Missouri.  Employed
     by the Company in 1966; executive capacity since 1990;
     present position since November 1990.

</Page>

<PAGE>

   Each officer is covered by a three-year employment agreement.
There are no family relationships between any officers of the
Company.

                             PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS.

   Information regarding the principal market for the Company's
common stock, the market prices and the dividends paid on such
stock for the past two years is incorporated by reference to the
1998 Annual Report to Shareholders, pages 9 and 33, which is
Exhibit 13 hereto.

   There were 5,025 holders of record of the Company's common
stock as of February 3, 1999, the record date fixed for the
dividend paid on February 18, 1999.

ITEM 6 - SELECTED FINANCIAL DATA.

   This information is incorporated by reference to the 1998
Annual Report to Shareholders, page 9, which is Exhibit 13
hereto.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

   This information is incorporated by reference to the 1998
Annual Report to Shareholders, pages 10-15, which is Exhibit 13
hereto.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

   This information is incorporated by reference to the 1998
Annual Report to Shareholders, pages 16-30, which is Exhibit 13
hereto.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

   None.


                            PART III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS OF THE REGISTRANT.

   Information required by Item 10 regarding directors is not
answered for the reason that the registrant will, within 120 days
after the close of the fiscal year, file with the Securities and
Exchange Commission a "Definitive Proxy Statement" pursuant to
Regulation 14A of the Securities Exchange Act of 1934.  The
information required is incorporated by reference to such
Definitive Proxy Statement.  Certain information concerning the
executive officers of the Company is set forth in Part I under
the caption "Executive Officers of the Registrant."

</Page>

<PAGE>

ITEM 11 - EXECUTIVE COMPENSATION.

   Item 11 is not answered for the reason that the registrant
will, within 120 days after the close of the fiscal year, file
with the Securities and Exchange Commission a "Definitive Proxy
Statement" pursuant to Regulation 14A of the Securities Exchange
Act of 1934. The information required is incorporated by
reference to such Definitive Proxy Statement.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

   Item 12 is not answered for the reason that the registrant
will, within 120 days after the close of the fiscal year, file
with the Securities and Exchange Commission a "Definitive Proxy
Statement" pursuant to Regulation 14A of the Securities Exchange
Act of 1934. The information required is incorporated by
reference to such Definitive Proxy Statement.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   Item 13 is not answered for the reason that the registrant
will, within 120 days after the close of the fiscal year, file
with the Securities and Exchange Commission a "Definitive Proxy
Statement" pursuant to Regulation 14A of the Securities Exchange
Act of 1934. The information required is incorporated by
reference to such Definitive Proxy Statement.

                             PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K.

Financial Statements:

   This information is incorporated by reference (as set forth
below) to the 1998 Annual Report to Shareholders, which is
Exhibit 13 hereto.

   Consolidated Statements of Income, page 16
   Consolidated Balance Sheets, page 17
   Consolidated Statements of Capitalization, pages 18-19
   Consolidated Statements of Retained Earnings, page 19
   Consolidated Statements of Cash Flows, page 20
   Consolidated Statements of Taxes, page 21
   Notes to Consolidated Financial Statements, pages 22-30
   Responsibility for Financial Statements, page 31
   Report of Independent Public Accountants, page 31

FINANCIAL STATEMENT SCHEDULES:

Schedule II-Valuation and Qualifying Accounts - For the years
            ended December 31, 1998, 1997 and 1996 (page 11).

   Schedules not listed above are omitted because of absence of
conditions under which they are required or because the required
information is included in the financial statements submitted.

</Page>

<PAGE>

LIST OF EXHIBITS:
Exhibit  3    (a) - Restated Articles of Incorporation adopted
              on May 20, 1987, which are incorporated by
              reference to page 16 of the 1987 Form 10-K.
              
              (b) - By-laws of Company as amended on March
              19, 1997, which are incorporated by reference to
              Exhibit 3 (b) to the 1997 Form 10-K.

Exhibit 4     (a) - Indenture of Mortgage and Deed of Trust
              dated April 1, 1946, between the Company and
              Harris Trust and Savings Bank and Bartlett Boder,
              Trustee which is incorporated by reference to
              Exhibit (b) (1)-C in File No. 2-62825.

              (b) - Seventeenth Supplemental Indenture
              dated as of February 1, 1991 between the Company
              and Harris Trust and Savings Bank, which is
              incorporated by reference to the 1995 Form 10-K.

              (c) - Medium-Term Notes Issuing and Paying
              Agency Agreement dated as of November 19, 1993
              between the Company and Harris Trust and Savings
              Bank, which is incorporated by reference to the
              1995 Form 10-K.

              (d) - Rights Agreement dated September 18,
              1996, which is incorporated by reference to
              Exhibit 4 to Form 8-K, dated October 1, 1996.
              Amendment to the Rights Agreement as amended on
              March 4, 1999, which is incorporated by reference
              to Exhibit 4.1 to Form 8-K, dated March 4, 1999.

              Long-term debt instruments of the Company in
              amounts not exceeding ten percent of the total
              assets of the Company will be furnished to the
              Commission upon request.

Exhibit 10    (a) - Coal Freight Agreement between Burlington
              Northern Railroad Company, Seller, and Kansas City
              Power & Light Company, St. Joseph Light & Power
              Company and The Empire District Electric Company,
              Buyers.  This exhibit is incorporated by reference
              to page 17 of the 1986 Form 10-K. Amendment to
              Coal Freight Agreement, as amended on May 20,
              1995, is incorporated by reference to the 1995
              Form 10-K.

              (b) - Coal Supply Agreement between Atlantic
              Richfield Company, Seller, and Kansas City Power &
              Light Company, St. Joseph Light & Power Company
              and The Empire District Electric Company, Buyers.
              This exhibit is incorporated by reference to page
              17 of the 1983 Form 10-K.

              (c) - CFSI Agreement which is incorporated by
              reference to page 17 of the 1989 Form 10-K.

            * (d) - Form of Key Management Employment
           ** Agreements which is incorporated by reference to
              page 18 of the 1990 Form 10-K.  Amendment to Key
              Management Employment Agreements dated December 1,
              1993, which is incorporated by reference to page
              18 of the 1993 Form 10-K. Form of Amendment to
              Amended and Restated Employment Contract dated
              March 20, 1996 entered into with certain of its executive 
              officers.  Form of Amendment to Amended and
              Restated Employment Agreement dated January 7,
              1999 entered into with certain of its executive officers.

</Page>

<PAGE>

              (e) - Directors Indemnification Agreement,
              which is incorporated by reference to page 19 of
              the 1993 Form 10-K.

            * (f) - Supplemental Executive Retirement Plan
           ** which is incorporated by reference to page 19 of
              the 1990 Form 10-K.  Amendment to Supplemental
              Executive Retirement Plan as amended on November
              17, 1993, which is incorporated by reference to
              page 20 of the 1993 Form 10-K.  Amendment to
              Supplemental Executive Retirement Plan as amended
              and restated January 1, 1999.

              (g) - Gas Service Agreements with ANR Pipeline
              Company, which are incorporated by reference to
              page 21 of the 1993 Form 10-K.

            * (h) - 1998 Long-Term Incentive Plan which is
           ** incorporated by reference to the May 20, 1998
              Proxy Statement.  Officers' Long-Term Incentive
              Plan dated January 1, 1999.

              (i) - Purchased power agreement with Nebraska
              Public Power District, which is incorporated
              by reference to Exhibit 10(j) to the 1996 Form 10-
              K.

           ** (j) - Officers' Annual Bonus Plan, which is
              incorporated by reference to Exhibit 10(k) to the
              1997 Form 10-K.

            * (k)- SJLP Inc. Officers' Incentive Plan
           **        

Exhibit 13  *    - The 1998 Annual Report to Shareholders.

Exhibit 21       - Subsidiaries of Registrant, which is
              incorporated by reference to Exhibit 21 to the
              1997 Form 10-K.

Exhibit 23  *    -  Consent of Independent Public Accountants.

Exhibit 27  *    -  Financial Data Schedule.
           _________________________________
            *    Filed herewith.
           **    Exhibits marked with a double asterisk relate to management
                 contracts or compensatory arrangements.



REPORTS ON FORM 8-K:

No Current Report on Form 8-K was filed during the quarter ended
December 31, 1998.

On March 4, 1999 a Form 8-K was filed to announce a proposed
merger between UtiliCorp United Inc. and the Company.

</Page>

<PAGE>

            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To St. Joseph Light & Power Company:
   We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in St.
Joseph Light & Power Company's Annual Report to Shareholders
incorporated by reference in this Form 10-K, and have issued our
report thereon dated January 22, 1999.  Our audits were made for
the purpose of forming an opinion on those statements taken as a
whole.  The schedule listed in the index above is presented for
purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial
statements.  This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial
statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.




ARTHUR ANDERSEN LLP

Kansas City, Missouri,
January 22, 1999

</Page>

<PAGE>

                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                 ST. JOSEPH LIGHT & POWER COMPANY
                                           (Registrant)


March 17, 1999                     By /s/ T.F. Steinbecker
                                          T.F. Steinbecker, President

   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 and in the capacities and on the
dates indicated.

/s/ T.F. Steinbecker   President & Director        March 17, 1999
    T.F. Steinbecker   (Chief Executive Officer)

/s/ L.J. Stoll         Vice President-Finance,     March 17, 1999
    L.J. Stoll         Treasurer & Assistant
                       Secretary (Principal
                       Financial & Accounting
                       Officer)

/s/ J.P. Barclay, Jr.  Director                    March 17, 1999
    J.P. Barclay, Jr.

/s/ D.A. Beck          Director                    March 17, 1999
    D.A. Beck

/s/ D.A. Burkhardt     Director                    March 17, 1999
    D.A. Burkhardt

/s/ J.P. Carolus       Director                    March 17, 1999
    J.P. Carolus

/s/ W.J. Gremp         Director                    March 17, 1999
    W.J. Gremp

/s/ D.W. Shinneman     Director                    March 17, 1999
    D.W. Shinneman

/s/ R.L. Simpson       Director                    March 17, 1999
    R.L. Simpson

/s/ G.R. Sprong        Director                    March 17, 1999
    G.R. Sprong

</Page>

<PAGE>

<TABLE>
<CAPTION>

                          ST. JOSEPH LIGHT & POWER CO.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                                        
        COLUMN A              COLUMN B         COLUMN C            COLUMN D      COLUMN E

                                                                   Deductions
                                                                  for Purposes
                               Balance         Additions           for Which      Balance
                              Beginning   Charged    Charged to     Reserves      at End
Description                    of Year   to Expense Construction  Were Created    of Year
<S>                           <C>        <C>        <C>          <C>            <C>
Valuation accounts deducted
  from assets to which they
  apply-

Accumulated Provision for
  Uncollectible Accounts:

  December 31, 1998           $  270,028 $  272,450  $        -  $  260,886(1)   $  281,592
  December 31, 1997           $  232,018 $  218,224  $        -  $  180,214(2)   $  270,028
  December 31, 1996           $  324,130 $  191,624  $        -  $  283,736(3)   $  232,018

Other reserves-

Accumulated Provision for
  Injuries and Damages:

  December 31, 1998           $  357,030 $  181,933  $    5,274  $   79,429      $  464,808
  December 31, 1997           $  392,547 $   81,304  $   14,219  $  131,040      $  357,030
  December 31, 1996           $  362,395 $   88,920  $    5,394  $   64,162      $  392,547

Accumulated Provision for
  Major Medical:

  December 31, 1998           $  105,525 $1,131,796  $  299,227  $1,431,023      $  105,525
  December 31, 1997           $    5,525 $1,262,902  $  297,971  $1,460,873      $  105,525
  December 31, 1996           $    5,525 $  830,819  $  170,167  $1,000,986      $    5,525

Accumulated Provision for
  Other Post Employment
  Benefits:

  December 31, 1998           $1,343,394 $  946,844  $  231,725  $1,223,419      $1,298,544(4)
  December 31, 1997           $1,356,468 $  996,974  $  198,567  $1,208,615      $1,343,394(5)
  December 31, 1996           $1,336,809 $1,020,914  $  202,121  $1,203,376      $1,356,468(6)


(1)  Net of $250,629 recovery on accounts previously charged off.
(2)  Net of $204,682 recovery on accounts previously charged off and $75,000
     reserve of Percy Kent Bag Co., Inc. on acquisition date.
(3)  Net of $143,935 recovery on accounts previously charged off.
(4)  Includes Iatan reserve of $153,001.
(5)  Includes Iatan reserve of $172,272.
(6)  Includes Iatan reserve of $139,157.

</TABLE>

</Page>