SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549

                                FORM 10-K

               Annual Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934
                           for the fiscal year ended
                               December 31, 1997
                          Commission file number 1-5642  

                              DRAVO CORPORATION
                          A PENNSYLVANIA CORPORATION
               I.R.S. EMPLOYER IDENTIFICATION NUMBER 25-0447860

                               11 STANWIX STREET
                        PITTSBURGH, PENNSYLVANIA 15222
                           TELEPHONE (412) 995-5500


SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Class:                                        Registered:
Common Stock, $1.00 Par Value                New York Stock Exchange
Preference Stock Purchase Rights              New York Stock Exchange

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, and (2) has been subject to such filing
requirements for the past 90 days. Yes XX .  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.  XX  

Common shares outstanding as of March 20, 1998: 14,713,509
Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 20, 1998:  $161,848,599

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended December 31,
1997 are incorporated by reference to the extent set forth in Parts I, II and
IV of this Report.   Portions of the Proxy Statement for Annual Meeting of
Shareholders on April 23, 1998  are incorporated by reference to the extent set
forth in Part III of this Report.


                            TABLE OF CONTENTS

                                                            Page

PART I   Item 1.      Business                                 3 - 5

         Item 2.      Properties                                   6

         Item 3.      Legal Proceedings                            7

         Item 4.      Submission of Matters to a Vote 
                       of Security Holders                         7

PART II  Item 5.      Market for the Registrant's Common Stock and
                     Related Stockholder Matter             8 - 11

         Item 6.      Selected Financial Data                     12

         Item 7.      Management's Discussion and Analysis of Financial
                       Condition and Results of Operations        12

         Item 8.      Financial Statements and Supplementary Data 12

         Item 9.      Changes in and Disagreements with Accountants 
                       on Accounting and Financial Disclosure     12
  
PART III  Item 10.    Directors and Executive Officers of the 
                       Registrant                                 13

         Item 11.     Executive Compensation                      14

         Item 12.     Security Ownership of Certain Beneficial Owners 
                       and Management                             14

         Item 13.     Certain Relationships and Related Transactions14

PART IV  Item 14.     Exhibits, Financial Statement Schedules and
                       Reports on Form 8-K                   15 - 21

                      Signatures                                  22

                      Independent Auditors' Report on Schedules   23

         Schedule I.  Condensed Financial Information of Registrant24 - 31

         Table of Contents for documents filed herein as Exhibits 
          10, 11, 13, 21, 23, 24 and 27                          32






                                    -2-

 PART I


Item 1.  Business

(a)  General Development of the Business

Dravo Corporation (the Registrant or company) was incorporated in Pennsylvania
in 1936 to consolidate several related corporations then operating various
elements of a business started in 1891 by F. R. Dravo.  Its corporate offices
are located at 11 Stanwix Street, Pittsburgh, Pennsylvania 15222, and its
telephone number is 412-995-5500.  As used herein, the term Dravo includes its
consolidated subsidiaries unless otherwise indicated.

Dravo is primarily a lime company operating principally in the United States. 
Operations are carried on by a wholly-owned subsidiary, Dravo Lime Company
(Dravo Lime).  Activities include the production of lime for utility,
metallurgical, pulp & paper, municipal, construction and miscellaneous chemical
and industrial applications as well as the development and marketing of related
environmental technologies, products and services.  Three major utility
companies with whom the company has long-term contracts - American Electric
Power, Pennsylvania Power Company and  Cinergy Corp. - each accounted for 10
percent or more of consolidated revenue in 1997.  All reserves are located on
properties physically accessible for purposes of mining and processing
limestone into lime. Liabilities associated with non-natural resource
businesses sold or disposed of in the late 1980s are presented as a component
of discontinued operations in the financial statements.

Dravo Lime, one of the nation's largest lime producers, owns and operates three
integrated lime production facilities, two in Kentucky and one in Alabama. 
With the completion of a fourth kiln at Maysville, Kentucky in 1997, annual
quicklime capacity totals approximately 3,400,000 tons.

The Maysville plant is a four kiln, 1,400,000 tons-per-year facility located
along the Ohio River and produces a material marketed under the trade name
Thiosorbic Lime.  Thiosorbic Lime has a chemistry ideally suited for removing
sulfur dioxide from power plant stack gases.  Most of Maysville's output is
committed under long-term contracts with utility companies in the Ohio Valley
region.  All contracts contain provisions for price escalation.  Owned reserves
at the Maysville site are recovered from a mine 950 feet underground and are
considered adequate to sustain the four kiln operation in excess of eighty
years.

Dravo Lime's Black River facility produces Thiosorbic quicklime, high calcium
pebble and pulverized quicklime, and bulk and bagged hydrated lime.  Located
along the Ohio River at Butler, Kentucky, Black River has an annual quicklime
capacity of 1,400,000 tons-per-year.  Of that total, forty percent is committed
to utility companies and steel and paper customers under long-term contracts
with price escalation provisions.  Limestone reserves at Black River are
recovered from a 600-feet-deep underground mine.  At Black River's current
capacity, reserves are considered adequate to sustain production levels for
more than seventy years.

                                    -3-

Item 1.  Business (continued)

The company's Longview facility, located near Birmingham, Alabama, has three
kilns that produce high calcium quicklime, and bulk and bagged hydrated lime
from owned limestone reserves.  At this plant, Dravo Lime also produces
dolomitic quicklime from limestone purchased from a nearby dolomitic stone
quarry.  Due to its material handling and storage capabilities and its ability
to produce high calcium and dolomitic lime, the Longview facility is able to
custom blend quicklime to its customers' chemical specifications.  Longview's
annual lime production capacity is approximately 570,000 tons-per-year.  The
company has secured the necessary permits and plans to start construction of a
fourth kiln at Longview in 1998.  In early 1997, a number of land parcels
adjacent to the Longview quarry were purchased that doubled limestone reserves.
Recoverable reserves are estimated to last approximately forty-five years at
the current quarry production rate.  Although it will not be necessary until
the distant future, Longview could be converted to an underground mine if a
further extension of reserves is necessary.

An aggregates processing plant at the Longview facility annually produces
between 500,000 to 1,000,000 tons of aggregates.  A benefit of this
installation is to make a marketable by-product out of limestone that is
chemically unsuitable for lime production, thereby reducing the cost Dravo Lime
incurs to recover the high calcium limestone reserves that are beneath the
aggregate quality material.  A major aggregates company has the exclusive
distributorship rights for certain aggregates by-products produced by the
company.

Dravo Lime products are distributed through quicklime distribution terminals
located in Donora and Monaca, Pennsylvania; Porterfield, Ohio; Brunswick,
Georgia; and Tampa, Fort Lauderdale, Jacksonville and Sanford, Florida.  At
Baton Rouge, Louisiana, Dravo Lime owns and operates a lime hydration and
bagging facility from which quicklime, and bulk and bagged hydrated lime
products are distributed.

(b)  Competitive Conditions

Dravo encounters competition at all its operations but believes that its
experience, strategically located reserves and technical expertise in flue gas
treatment technologies give it certain competitive advantages.

Dravo's research and development expenditures were $6.5 million in 1997 and
$3.7 million in 1996.  Expenditures in 1997 and 1996 included $4.2 million and
$1.0 million, respectively, related to construction of the first commercial
scale ThioClear flue gas desulfurization (FGD) system.  ThioClear is a second
generation proprietary FGD technology.  The system's construction costs plus
interest will be repaid to the company by the owner, AES Beaver Valley, Inc.
Research and development spending in 1998 is expected to total $2.5 million. 
The company anticipates the research, much of which is being conducted jointly
with utility customers, will lower both the capital and operating costs
associated with flue gas treatment.  Other research projects are aimed at
developing proprietary technologies for use in reducing stack gas emissions of
combined SOx/NOx and air toxins while recovering and processing 


                                   -4-

Item 1. Business (continued)

salable by-products.  Dravo believes that in this field its long-term
contracts, accumulated experience and technical skill represent significant
competitive advantages.

With the exception  of its research and development capabilities, several firms
with which Dravo competes have comparable resources and income.  Dravo competes
with other firms for qualified professional personnel, particularly those with
technical skills.

(c)  Corporate Development

Dravo's corporate development policy encompasses growth through investment in
existing businesses, internal development and acquisition.  Additionally, to
the extent that business units no longer meet management's long-term
profitability performance criteria and business strategies, or do not
contribute significantly to corporate objectives, a policy of divestiture is
followed.

Dravo Corporation is a domestic natural resource business primarily involved in
the production, processing and supply of lime for environmental, metallurgical,
pulp & paper, municipal, construction and miscellaneous chemical and industrial
applications as well as the development and marketing of related environmental
technologies, products and services.  Standards promulgated by the 1990 Clean
Air Act Amendments bolstered Dravo's position as the world's leading producer
of lime for FGD applications.

Further information required by this item is incorporated by reference to the
information set forth under the captions indicated below in the 1997 Annual
Report to Shareholders which accompanies this report:

       Caption in Annual Report           Page No.

       Results of Operations               13 - 15
       Note 15:  Research and Development       34
       Employees at Year-End                    37

                                    -5-

Item 2.  Properties

The following is a listing of principal offices, plants and mines currently
used in operations:


Use                    Location                  Owned or Leased

Executive and general  Pittsburgh, Pennsylvania   Leased
 offices

Production facilities  Saginaw, Alabama           Owned
                       Butler, Kentucky           Owned
                       Maysville, Kentucky        Owned

Distribution sites     Ft. Lauderdale, Florida    Leased
                       Jacksonville, Florida      Leased
                       Sanford, Florida           Leased
                       Tampa, Florida             Owned/Leased
                       Brunswick, Georgia         Owned/Leased
                       Baton Rouge, Louisiana     Owned
                       Porterfield, Ohio          Leased
                       Donora, Pennsylvania       Leased
                       Monaca, Pennsylvania       Owned/Leased

The following table shows a summary of the company's reserves at December 31,
1997 and tons mined by Dravo Lime in 1997.

     (Tons in millions)
                          Recoverable           1997
                           Reserves          Production
<TABLE>
<CAPTION>
     <S>                       <C>           <C>
     
     Underground mines         586.7         6.3
     Quarries                   67.8         1.4

                               654.5         7.7 
</TABLE>

Additional information required by this item is incorporated by reference to
the information set forth under Item 1(a) "General Development of the Business"
on pages 3 through 5 of this Form 10-K.

                                   -6-
Item 3.  Legal Proceedings


Information required by this item is incorporated by reference to the
information set forth under the caption Note 8: "Contingent Liabilities" in the
Notes to Consolidated Financial Statements on pages 27 and 28 of the 1997
Annual Report to Shareholders which accompanies this report.

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

There were no matters submitted to a vote of security holders for the three
months ended December 31, 1997.

                                    -7-
PART II

Item 5.  Market for the Registrant's Common Stock and Related Stockholder  
Matters

Information required by this item is incorporated by reference to the
information set forth under the captions indicated below in the 1997 Annual
Report to Shareholders which accompanies this report:

Caption in Annual Report                       Page No.

Common Stock Market Price                            16

Shareholders at year-end                             37

Dividends                                        16, 37

Description of Dravo Capital Stock

General

Under its Restated Articles of Incorporation ("the Articles"), as amended,
Dravo is authorized to issue 1,878,870 shares of preference stock, par value
$1.00 per share, and 35,000,000 shares of common stock, par value $1.00 per
share.  At December 31, 1997 issued preference and common shares were 218,386
and 15,103,249, respectively and there were 397,413 shares of common stock held
in the treasury.

Four series of preference stock have been established by resolutions of the
Board of Directors:  $2.20 Cumulative Convertible Series A Preference Stock
("Series A Preference Stock"), consisting of 26,817 shares, issued on September
1, 1970; $2.475 Cumulative Convertible Series B Preference Stock ("Series B
Preference Stock"), consisting of 165,516 shares, issued on June 12, 1973;
Series C Preference Stock consisting of 200,000 shares; and $12.35 Series D
Cumulative Convertible Exchangeable Preference Stock ("Series D Preference
Stock"), consisting of 200,000 shares, issued on September 21, 1988.  All of
the shares of Series A Preference Stock were converted into shares of common
stock on April 2, 1978.  Presently there are 18,386 shares of Series B
Preference Stock and 200,000 shares of Series D Preference Stock issued and
outstanding.  No shares of Series C Preference Stock have been issued or are
outstanding.  The Board of Directors did not extend the rights to issue Series
C stock, pursuant to the Shareholders' Rights Agreement, past the April 17,
1996 expiration date.  Other series of preference stock may be created by
resolution of the Board of Directors with such dividend, liquidation,
redemption, sinking fund and conversion rights as shall be specified therein.

Dividend Rights 

The holders of the preference stock are entitled to cumulative dividends,
payable quarterly, which must be paid and the next quarterly dividend set apart
before any dividends (except dividends in common stock or any other

                                   -8-

Item 5.  Market for the Registrant's Common Stock and Related Stockholder
         Matters (continued)

Dividend Rights (continued)

stock ranking after the preference stocks as to dividends and assets) are
declared, or paid, or monies set apart for the payment of dividends on any
class of stock ranking after the preference stock as to dividends or assets. 
The rate of dividends payable upon the Series B Preference Stock is $2.475 per
annum. The rate of dividends payable upon the Series D Preference Stock is
12.35 percent per annum or $12.35 per share, which rate shall be increased by 2
percent per annum if such dividends are not paid on any quarterly dividend
payment date until accrued and unpaid dividends on the Series D Preference
Stock are paid.

The holders of the common stock are entitled to such dividends as may be
declared by the Board of Directors out of assets properly available for that
purpose.  No common stock dividends have been declared since April, 1987.

Other information required by this item is incorporated by reference to the
information set forth under the caption "Note 5:  Notes Payable", in the Notes
to Consolidated Financial Statements on pages 25 and 26 of the 1997 Annual
Report to Shareholders which accompanies this report.

Voting Rights

Each share of the common stock and the preference stock is entitled to one
vote, which is cumulative in the election of directors.  The Board of Directors
is divided into three classes, and approximately one third of the directors are
elected each year for three year terms.  The effect of such classification of
the Board is to increase the number of shares, voted cumulatively, necessary to
elect directors.  If dividends on the preference stock shall be unpaid or in
arrears for six quarterly dividend periods, the holders of the preference stock
voting as a class shall have the right to elect two additional directors.

Liquidation Rights

In the event of the voluntary or involuntary liquidation or dissolution of
Dravo, or the sale or other disposition of substantially all of its assets, the
holders of the Series B Preference Stock shall be entitled to receive the sum
of $55 per share plus all accumulated and unpaid dividends thereon; and the
holders of Series D Preference Stock shall be entitled to receive $100 per
share plus all accumulated and unpaid dividends thereon.  The holders of any
other series of preference stock which may be issued shall be entitled to
receive the amounts provided for in the resolutions creating such series.  The
holders of the common stock shall share ratably in the remaining assets, if
any.

                                    -9-

Item 5.  Market for the Registrant's Common Stock and Related Stockholder  
Matters (continued)

No Preemptive Rights and Non-assessability

No preemptive rights attach to the common stock or the preference stock. 
Neither the holders of the common stock nor the preference stock are liable to
further calls or assessment by Dravo.

Redemption and Sinking Fund Provisions

There are no redemption provisions with respect to the common stock.  The
Series B Preference Stock may be redeemed, in whole or in part, at the option
of Dravo, on not less than 60 days notice, on any quarterly dividend payment
date by the payment of $55 per share and all accumulated and unpaid dividends
to the redemption date. The Series D Preference Stock may be redeemed in whole
or in part at the option of Dravo by the payment of $100 per share and all
accumulated and unpaid dividends to the redemption date, so long as the current
market price (as defined in the Certificate of Designations, Preferences and
Rights for the Series D Preference Stock) of the common stock on the date the
Board decides to redeem the shares is at least 175 percent of the then
effective conversion price for the Series D Preference Stock.  Commencing on
the first quarterly dividend payment date after September 21, 1998 and annually
thereafter, Dravo is required to redeem 50,000 shares of Series D Preference
Stock in cash at the redemption price of $100 per share plus all accumulated
and unpaid dividends.  Dravo is also required (unless certain conditions are
met) to redeem all of the then outstanding shares of Series D Preference Stock
in cash at $100 per share plus all accumulated and unpaid dividends (a) if
Dravo declares or pays or sets apart for payment any dividends or makes any
other distribution in cash or other property on or in respect of the common
stock or any other class or series of the capital stock of Dravo ranking junior
to the Series D Preference Stock as to payment of dividends ("Junior Dividend
Stock"), or sets apart money for any sinking fund or analogous fund for the
redemption or purchase of any Junior Dividend Stock and (b) upon any merger or
consolidation of Dravo if, in connection therewith, the holders of the common
stock receive cash, debt instruments or preference stock of the surviving
entity which ranks on a parity with or senior to the Series D Preference stock
with respect to liquidation, dissolution or winding up or dividends.  There are
no sinking fund provisions with respect to the common stock, the Series B
Preference Stock or the Series D Preference Stock.

                                    -10-


Item 5.  Market for the Registrant's Common Stock and Related Stockholder  
Matters (continued)

Conversion

The Series B Preference Stock is presently convertible at any time prior to
redemption at the option of the holder into common stock on the basis of 3.216
shares of common stock for each share of Series B Preference Stock, subject to
equitable adjustment in the event of certain changes affecting the common
stock.  The Series D Preference Stock is presently convertible at any time
prior to redemption at the option of the holder into common stock on the basis
of 8.0 shares of common stock for each share of Series D Preference Stock,
subject to adjustment in the event of certain changes affecting the common
stock.  The Series D Preference Stock is convertible or exchangeable in whole
at any time by Dravo for an equal face amount of Dravo Senior Subordinated
Convertible Notes due September 21, 2001 containing the same conversion rights,
transfer restrictions and other terms (other than voting rights) as the Series
D Preference Stock.  There are no conversion rights with respect to the common
stock.

Other Information

Dravo may purchase shares of the preference stock whether or not any dividend
arrearage shall exist with respect thereto, and may hold and dispose of such
shares in such manner as it may elect.  

The holders of the preference stock who comply with applicable provisions of
law and object to a merger or consolidation involving Dravo shall have all of
the legal rights of objecting shareholders in a merger or consolidation whether
or not they constitute a class otherwise entitled to such rights. 

The transfer agent and registrar for the common stock is Continental Stock
Transfer & Trust Company, New York, NY.

                                     -11-

Item 6.  Selected Financial Data

Information required by this item, with the exception of common stock dividends
declared, is incorporated by reference to the information set forth under the
caption "Five-Year Summary" on page 37 of the 1997 Annual Report to
Shareholders which accompanies this report.  Dravo has declared no common stock
dividends in the five-year period ending December 31, 1997.


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

Information required by this item is incorporated by reference to the
information set forth under the captions "Overview", "Results of Operations",
"Financial Position and Liquidity" and "Outlook" on pages 13 through 17 of the
1997 Annual Report to Shareholders which accompanies this report, to the
information set forth under the caption Note 2: "Discontinued Operations" on
page 25, Note 3: "Dispositions" on page 25, Note 7: "Commitments" on pages 26
and 27, Note 8: "Contingent Liabilities" on pages 27 and 28 and Note 13:
"Income Taxes" on pages 33 and 34 in the Notes to Consolidated Financial
Statements of the 1997 Annual Report to Shareholders.


Item 8.  Financial Statements and Supplementary Data

Information required by this item is incorporated by reference to the financial
statements and notes thereto set forth on pages 18 through 35, and the
Independent Auditors' Report set forth on page 36 of the 1997 Annual Report to
Shareholders which accompanies this report.


Item 9.  Changes in and Disagreements with Accountants on Accounting and  
Financial Disclosure

Not applicable.

                                    -12-


PART III

Item 10.  Directors and Executive Officers of the Registrant

Information required by this Item as to Directors and nominees for Director is
incorporated by reference to the information set forth under the captions
"Nominees For Terms To Expire in 2001", "Directors Whose Terms Expire in 2000"
and "Directors Whose Terms Expire in 1999" in the Registrant's Proxy Statement
for the Annual Meeting of Shareholders on April 23, 1998.

The following information indicates the position and age at March 20, 1998 of
the non-director executive officers of Dravo Corporation and their business
experience during the last five years:

Earl J. Bellisario, Age 48, Senior Vice President, Chief Financial Officer and
Secretary since January, 1998; prior thereto Vice President, Chief Financial
Officer & Secretary, Vikimatic Sales Inc. from September, 1996 to January,
1998.  Prior thereto, Senior Vice President and Chief Financial Officer, Acme-
Cleveland Corporation from May, 1992 to September, 1996.

John R. Major, Age 53, Senior Vice President, Chief Operating Officer since
November, 1997; prior thereto Vice President, Administration.

Richard E. Redlinger, Age 46, Vice President, Corporate Development and
Treasurer since July, 1995; prior thereto Vice President, Finance and Planning,
Dravo Lime Company.

Larry J. Walker, Age 45, Vice President and Controller since July, 1995; prior
thereto, Controller.

                                    -13-

Item 11.  Executive Compensation

Information required by this item is incorporated by reference to the
information set forth under the captions "Compensation Committee Interlocks and
Insider Participation," "Executive Officers' Compensation," "Options/SAR Grants
In Last Fiscal Year," Aggregated Option/SAR Exercises In Last Fiscal Year And
Fiscal Year-End Option/SAR Values," "Severance Arrangements," "Performance
Graph" and "Executive Benefit Plan" in the Registrant's Proxy Statement for the
Annual Meeting of Shareholders on April 23, 1998.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

Information required by this item is incorporated by reference to the
information set forth under the captions "Beneficial Security Ownership Of
Directors And Executive Officers" and "Stock Ownership Of Certain Beneficial
Owners" in the Registrant's Proxy Statement for the Annual Meeting of
Shareholders on April 23, 1998.


Item 13.  Certain Relationships and Related Transactions

Not applicable.


                                    -14-

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1. Financial Statements

       The following consolidated financial statements of the Registrant
       are filed pursuant to Item 8 of this Form 10-K and are
       incorporated herein by reference to the page numbers indicated
       below in the 1997 Annual Report to Shareholders which accompanies
       this report.

               Description                                         Page No.

       Consolidated Balance Sheets at December 31, 1997 and 1996   18, 19

       Consolidated Statements of Earnings for the years ended
       December 31, 1997, 1996 and 1995                                20

       Consolidated Statements of Retained Earnings for the years
       ended December 31, 1997, 1996 and 1995                          21

       Consolidated Statements of Cash Flows for the years ended
       December 31, 1997, 1996 and 1995                            22, 23
       
       Notes to Consolidated Financial Statements                 24 - 35

       Independent Auditors' Report                                    36

    2. Financial Statement Schedules

       The following financial statement schedules of the Registrant are
       required and are filed pursuant to this item in this Form 10-K.


       Schedule                                                   Page No.

       Independent Auditors' Report                                    23
 
       Schedule I.    Condensed Financial Information of    
                      Registrant                                    24-31

Schedules other than those listed above have been omitted because they
are either not applicable, immaterial or the required information is
reported in the financial statements or notes.

                                    -15-

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
         (continued)

(a)  3.Exhibits

     (3)  Articles of Incorporation and By-laws

       (i)     Articles of Amendment restating Dravo Corporation's Articles
               of Incorporation in their entirety and all subsequent
               amendments thereto including but not limited to the
               Statement with Respect to Shares of Dravo Corporation as
               filed with the Secretary of the Commonwealth of Pennsylvania
               on January 27, 1992 are incorporated by reference to Exhibit
               3.1 of the February 12, 1992 Form 8-K of the Registrant.

       (ii)    By-laws of the Registrant as amended are incorporated by
               reference to Exhibit 3 (ii) of the December 31, 1995 Form
               10-K of the Registrant.

     (4)  Instruments Defining the Rights of Security Holders, including
          Indentures 

       (i)     Articles of Amendment restating Dravo Corporation's Articles
               of Incorporation,  described in Exhibit (3)(i) in this Form
               10-K of the Registrant.

       
       (ii)    Statement with Respect to Shares - Domestic Business
               Corporation amending Section 3(a) of the Certificate of
               Designations, Preferences and Rights of Series D Cumulative
               Convertible Exchangeable Preference Stock is incorporated by
               reference to exhibit (4) (ii) of the June 30, 1990 Form 10-Q
               of the Registrant.

       (iii)   Form of indemnification agreement between Dravo Corporation
               and members of its Board of Directors incorporated by
               reference to Exhibit (10)(xvii) of the December 31, 1987
               Form 10-K of the Registrant.
    
       (iv)    Statement with respect to amended rules for Form S-8 is
               incorporated by reference to Exhibit (4)(x) of the December
               31, 1990 Form 10-K of the Registrant.

                                   -16-

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
        (continued)

(a)  3.   Exhibits (continued)

     (4)(v)    Credit and Note and Stock Purchase Agreement dated as of
               September 21, 1988 by and among Dravo Corporation, its
               wholly-owned subsidiaries, Dravo Lime Company and Dravo
               Basic Materials Company, Inc. and The Prudential Insurance
               Company of America and Prudential Interfunding Corp. is
               incorporated by reference to Exhibit (4)(i) of the September
               27, 1988 Form 8-K of the Registrant and amendment dated
               March 13, 1990 to said agreement is incorporated by
               reference to Exhibit (4)(v) of the December 31, 1989 Form
               10-K of the Registrant.

       (vi)    Registration agreement dated as of September 21, 1988
               between Dravo Corporation and The Prudential Insurance
               Company of America, is incorporated by reference to Exhibit
               (4)(vi) of the September 27, 1988 Form 8-K of the
               Registrant.

       (vii)   (a)Revolving Line of Credit Agreement with all attendant
                  schedules and exhibits dated as of September 20, 1990,
                  by and among Dravo Corporation, Dravo Lime Company,
                  Dravo Basic Materials Company, Inc., Regions Bank of
                  Alabama (formerly First Alabama Bank), and PNC Bank, N.
                  A. (formerly Pittsburgh National Bank) is incorporated
                  by reference to Exhibit (4)(i) of the September 30,
                  1990 Form 10-Q of the Registrant.

               (b)Amendment dated September 20, 1990 to Credit and Note
                  and Stock Purchase Agreement dated as of September 21,
                  1988 is incorporated by reference to Exhibit (4) (ii)
                  of the September 30, 1990 Form 10-Q of the Registrant.

               (c)First amendment to the Companies' Pledge Agreement
                  dated September 20, 1990 of the Credit and Note and
                  Stock Purchase Agreement dated September 21, 1988 is
                  incorporated by reference to Exhibit (4)(iii) of the
                  September 30, 1990 Form 10-Q of the Registrant.

               (d)First amendment to the Second Intercreditor Agreement
                  dated September 20, 1990 of the Credit and Note and
                  Stock Purchase Agreement dated September 21, 1988 is
                  incorporated by reference to Exhibit (4)(iv) of the
                  September 30, 1990 Form 10-Q of the Registrant.

               (e)Intercreditor Agreement dated September 20, 1990 by and
                  among The Prudential Insurance Company of America,
                  Regions Bank of Alabama (formerly First Alabama Bank),
                  PNC Bank, N. A. (formerly Pittsburgh National Bank),
                  Mellon Bank, N. A., and the Royal Bank of Canada is
                  incorporated by reference to Exhibit (4) (v) of the
                  September 30, 1990 Form 10-Q of the Registrant.

                                   -17-

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
        (continued)

(a)  3.   Exhibits (continued)

     (4)(viii) Loan Agreement dated as of December 1, 1978 between Dravo
               Equipment Company and County of Harrison, Ohio. 

               The Registrant hereby agrees to furnish to the    
               Commission upon request a copy of the instrument listed
               under exhibit (4)(ix).  The instrument does not authorize
               the issuance of securities in excess of 10 percent  of total
               assets of the Registrant and its subsidiaries on a
               consolidated  basis.

       (ix)    Override Agreement, dated January 21, 1992, between Dravo
               Corporation, The Prudential Insurance Company of America,
               Regions Bank of Alabama (formerly First Alabama Bank), PNC
               Bank, N. A. (formerly Pittsburgh National Bank) and Bank of
               American National Trust & Savings Association (successor by
               merger to Bank of America Illinois, formerly Continental
               Bank, N. A.) is incorporated by reference to Exhibit 10.1 of
               the February 12, 1992 Form 8-K of the Registrant.

       (x)     First Amendment, dated March 10, 1993, to the Override
               Agreement dated January 21, 1992 is incorporated by
               reference to Exhibit 4 (xi) of the December 31, 1992 Form
               10-K of the Registrant.

       (xi)    Second Amendment, dated March 7, 1994, to the Override
               Agreement dated January 21, 1992 is incorporated by
               reference to Exhibit 4  (xii) of the December 31, 1993 Form
               10-K of the Registrant.

       (xii)   First Amendment, dated March 7, 1994, to the Amended and
               Restated Revolving Credit Agreement dated January 21, 1992
               is incorporated by reference to Exhibit 4 (xiii) of the
               December 31, 1993 Form 10-K of the Registrant.

       (xiii)  First Amendment dated March 7, 1994, to the Amended and
               Restated Revolving Credit Agreement dated January 21, 1992
               are incorporated by reference to Exhibit 4 (xiv) of the
               December 31, 1993 Form 10-K of the Registrant.

       (xiv)   Amendment Agreement dated August 1, 1994 encompassing the
               Third Amendment to the Override Agreement dated January 21,
               1992 and the Second Amendment to the Amended and Restated
               Revolving Credit Agreement dated January 21, 1992 is
               incorporated by reference to the August 18, 1994 Form 8-K of
               the Registrant.

                                   -18-

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
        (continued)

(a)  3.   Exhibits (continued)

     (4)(xv)   Amendment Agreement dated January 3, 1995 encompassing the
               Fourth Amendment to the Override Agreement dated January 21,
               1992 and the Third Amendment to the Amended and Restated
               Revolving Credit Agreement dated January 21, 1992 is
               incorporated by reference to Exhibit 4 (xvii) of the
               December 31, 1994 Form 10-K of the Registrant.

       (xvi)   Amendment Agreement dated December 31, 1995 encompassing the
               Fifth Amendment to the Override Agreement dated January 21,
               1992 and the Fourth Amendment (see note below) to the
               Amended and Restated Revolving Credit Agreement dated
               January 21, 1992 is incorporated by reference to Exhibit 4
               (xvii) of the December 31, 1995 Form 10-K of the Registrant. 
               (Note: The Fourth Amendment to the Amended and Restated
               Revolving Credit Agreement was originally incorrectly
               designated as the Fifth Amendment.  The numbering error was
               corrected in the Sixth Amendment dated July 31, 1997.)

       (xvii)  Amendment and Restatement of Articles IV, V, VI and Appendix
               A dated February 15, 1996 of the Override Agreement dated
               January 21, 1992 is incorporated by reference to Exhibit
               4(xviii) of the December 31, 1995 Form 10-K of the
               Registrant.

       (xviii) Amendment Agreement dated June 28, 1996 encompassing the
               Fifth Amendment (see note below) to the Amended and Restated
               Revolving Credit Agreement dated January 21, 1992 is
               incorporated by reference to Exhibit 4(xviii) of the
               December 31, 1996 Form 10-K of the Registrant.  (Note: The
               Fifth Amendment to the Amended and Restated Revolving Credit
               Agreement was originally incorrectly designated as the Sixth
               Amendment.  The numbering error was corrected in the Sixth
               Amendment dated July 31, 1997.)

       (xix)   Amendment Agreement dated July 27, 1997 encompassing the
               Seventh Amendment to the Override Agreement dated January
               21, 1992 and the Sixth Amendment to the Amended and Restated
               Revolving Credit Agreement dated January 21, 1992 is
               incorporated by reference to Exhibit 4(i) of the September
               30, 1997 Form 10-Q of the Registrant.

                                    -19-

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
         (continued)

     (10) Material Contracts
          (All of the following, except item 10 (ix), are Management
          Contracts or Compensatory Plans or Arrangements required to be
          filed as an Exhibit to this Form 10-K.) 

       (i)     Dravo Corporation Executive Death and Disability Income
               Executive  Benefits Plan (now Executive Benefit Plan),
               approved by the Board of Directors on October 23, 1980,
               incorporated by reference to Exhibit 10 (i) of the December
               31, 1980 Form 10-K of the Registrant, and amendment thereto
               dated July 1, 1984, incorporated by reference to Exhibit 10
               (i)  of the  December 31, 1984 Form 10-K of the Registrant.

       (ii)    Dravo Corporation Stock Option Plan of 1978, as amended,
               incorporated by reference to Exhibit 10 (vi) of the December
               31, 1982 Form 10-K of the Registrant.

       (iii)   Dravo Corporation Long-Term Incentive Award Plan of 1983, as
               amended, incorporated by reference to Exhibit 10 (iv) of the
               December 31, 1987 Form 10-K of the Registrant.

         (iv)  Dravo Corporation Employee Stock Option Plan of 1988,
               incorporated by reference to the Proxy Statement for the
               Annual Meeting of Shareholders on April 28, 1988.

       (v)     Dravo Corporation Incentive Compensation Plan is
               incorporated by reference to Exhibit 10 (v) of the December
               31, 1995 Form 10-K of the Registrant.

       (vi)    Dravo Corporation Stock Option Plan of 1994, as amended
               December, 1995, is incorporated by reference to Exhibit 10
               (vi) of the December 31, 1996 Form 10-K of the Registrant.

       (vii)   Dravo Corporation Non-Employee Directors' Retainer Fee Plan,
               incorporated by reference to the Registrant's Registration
               Statement No. 333-01689 on Form S-8 dated March 13, 1996.

       (viii)  Dravo Corporation Stock Incentive Compensation Plan,
               incorporated by reference to the Registrant's Registration
               Statement No. 333-01691 on Form S-8 dated March 13, 1996.
       
        (ix)   Noncompetition and Nondisclosure Agreement dated January 3,
               1995 by and among Dravo Corporation, Dravo Basic Materials
               Company, Inc., Dravo Lime Company and Martin Marietta
               Materials, Inc. is incorporated by reference to Exhibit 10.1
               of the January 17, 1995 Form 8-K of the Registrant.

                                    -20-

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
        (continued)

(a)  3.   Exhibits (continued)

         (x)   Identical agreements dated September 15, 1997 between Dravo
               Corporation and Carl A. Gilbert, Marshall S. Johnson, John
               R. Major, James J. Puhala and Donald H. Stowe, Jr. are
               incorporated by reference to Exhibit 10(i) of the September
               30, 1997 Form 10-Q of the Registrant.

        (xi)   Agreement dated January 30, 1998 between Dravo Corporation
               and Earl J. Bellisario is filed herein under separate cover.

     (11) Statement Re Computation of Per Share Earnings filed under
          separate cover.

     (13) 1997 Annual Report to Shareholders attached to this report under
          separate cover.  Except for the pages and information thereof
          expressly incorporated by reference in this Form 10-K, the Annual
          Report to Shareholders is provided solely for informational
          purposes and is not to be deemed "filed" as part of the Form 10-K.

     (21) Subsidiaries of the Registrant filed under separate cover.

     (23) Consent of Independent Auditors filed under separate cover.

     (24) Powers of Attorney are filed herein under separate cover. 

(b)  Reports on Form 8-K

     There were no reports on Form 8-K for the three months ended December
     31, 1997. 


                                    -21-



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.

                             DRAVO CORPORATION

March 27, 1998    By:/s/ CARL A. GILBERT                                        
                  Carl A. Gilbert, President and Chief Executive Officer

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 date indicated.

        Signature                    Title                Date

/s/ CARL A. GILBERT        President, Chief Executive
Carl A. Gilbert            Officer and Director     March 27, 1998

/s/ EARL J. BELLISARIO     Senior Vice President,
Earl J. Bellisario         Chief Financial Officer  March 27, 1998
                           and Secretary

/s/ LARRY J. WALKER        Vice President and       
Larry J. Walker            Controller               March 27, 1998

*ARTHUR E. BYRNES          Director                 March 27, 1998
Arthur E. Byrnes

*JAMES C. HUNTINGTON, JR.  Director                 March 27, 1998
James C. Huntington, Jr.

*WILLIAM E. KASSLING       Director                 March 27, 1998
William E. Kassling

*PETER T. KROSS            Director                 March 27, 1998
Peter T. Kross

*WILLIAM G. ROTH           Director                 March 27, 1998
William G. Roth                                      

*KONRAD M. WEIS            Director                 March 27, 1998
Konrad M. Weis

/s/ CARL A. GILBERT                       
*By Carl A. Gilbert, Attorney-in-fact  

                                    -22-


INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders
Dravo Corporation:

Under date of January 21, 1998, we reported on the consolidated balance sheets
of Dravo Corporation and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of earnings, retained earnings, and cash
flows for each of the years in the three-year period ended December 31, 1997,
as contained in the 1997 annual report to shareholders.  These consolidated
financial statements and our report thereon are incorporated by reference in
the annual report on Form 10-K for the year 1997.  In connection with our
audits of the aforementioned consolidated financial statements, we also
audited the related financial statement schedule as listed in the accompanying
index.  The financial statement schedule is the responsibility of the
company's management.  Our responsibility is to express an opinion on the
financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

                                            KPMG PEAT MARWICK LLP

Pittsburgh, Pennsylvania
January 21, 1998

                                    -23-

                     DRAVO CORPORATION (PARENT COMPANY)
        Schedule I - Condensed Financial Information of Registrant
                               Balance Sheets
<TABLE>
<CAPTION>

(In thousands)                                  December 31,
                                             1997        1996

ASSETS
 <S>                                    <C>         <C>

Current assets:
 Cash and cash equivalents              $    388    $  1,390
 Accounts receivable                         883         517
 Current income tax benefit
   from affiliates                         3,999       6,104
 Other current assets                        306         183

     Total current assets                  5,576       8,194
     
 Due from affiliates                      21,387      23,094
 Investments in affiliates                60,733      52,525
 Deferred income tax benefit              34,654      29,718
 Other assets                             26,381      23,561

 Property, plant and equipment               123         123
 Less accumulated depreciation
  and amortization                           123         123

  Net property, plant and equipment           --          --

     Total assets                       $148,731    $137,092
</TABLE>
See accompanying notes to financial statements. 
                                   -25-

                      DRAVO CORPORATION (PARENT COMPANY)
           Schedule 1 - Condensed Financial Information of Registrant
                                Balance Sheets
<TABLE>
<CAPTION>
(In thousands)                                December 31,
                                            1997        1996

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                     <C>         <C>

Current liabilities:
 Accounts payable-trade                 $    853    $  1,038
 Accrued retirement contribution              --       1,785
 Net liabilities of discontinued operations3,613       6,299
 Redeemable preference stock               5,000          --
 Other current liabilities                   812         637

     Total current liabilities            10,278       9,759

Net liabilities of discontinued operations 5,401       6,786
Other liabilities                          8,386       6,632

Redeemable preference stock:
 Par value $1, issued 200,000 shares: Series D,
  cumulative, convertible, exchangeable
  (entitled in liquidation to $20.0 million)15,000    20,000

Shareholders' equity:
 Preference stock, par value $1, authorized
  1,878,870 shares: Series B, $2.475 cumulative,
  convertible, issued 18,386 and 20,386 shares
  (entitled in liquidation to $1.0 million
  and $1.1 million, respectively);            18          20
  Series D, reported above
 Common stock, par value $1, authorized 35,000,000
  shares; issued 15,103,249 and 15,096,817
  shares                                  15,103      15,097
 Other shareholders' equity               94,545      78,798

  Total shareholders' equity             109,666      93,915

     Total liabilities and
       shareholders' equity             $148,731    $137,092
</TABLE>

See accompanying notes to financial statements.


                                   -25-

                      DRAVO CORPORATION (PARENT COMPANY)
         Schedule I - Condensed Financial Information of Registrant
                      Statements of Operations

<TABLE>
<CAPTION>
                                        Years ended December 31,
(In thousands)                        1997     1996     1995
<S>                               <C>      <C>      <C>

General and administrative 
 expenses                         $  (464) $  (709) $  (961)
Other expense                           --      (4)       --
Interest expense                      (98)       --      (9)
Interest income                         --       10       --

Loss before taxes
 and affiliate earnings              (562)    (703)    (970)
Income tax benefit                   7,470    4,142    2,038

Earnings before affiliate earnings   6,908    3,439    1,068
Equity in affiliate earnings         8,208   10,689    9,913

Net earnings                       $15,116  $14,128  $10,981

</TABLE>
See accompanying notes to financial statements

                                  -26-

                     DRAVO CORPORATION (PARENT COMPANY)

           Schedule I - Condensed Financial Information of Registrant
                       Statements of Cash Flows
<TABLE>
<CAPTION>
     

(In thousands)                               Years ended December 31,
                                           1997     1996     1995
<S>                                     <C>     <C>      <C>

Cash flows from operating activities:
Net earnings                            $15,116 $ 14,128 $ 10,981
Adjustments to reconcile net earnings 
 to net cash provided (used) by
 continuing operations activities:
  Depreciation and amortization              --        4        6
  Loss on disposal of assets                 --        4       --
  Equity in earnings of affiliates      (8,208) (10,689)  (9,913)
  Changes in assets and liabilities:
   Decrease (increase) in accounts 
    receivable                            (366)      362      726
   Decrease (increase) in current income
    tax benefits                          2,105  (1,381)  (2,783)
   Decrease (increase) in other current 
    assets                                 (61)      318    1,151
   Decrease (increase) in other assets     938    (1,991)  (3,517)
   Decrease (increase) in deferred
     income taxes                       (4,936)  (2,995)    9,689
   Decrease in accounts payable
    and accrued expenses                (1,734)  (1,062)  (1,404)
   Increase in other liabilities         1,754      342      390

Net cash provided (used) by continuing
 operations activities                    4,608  (2,960)    5,326

Increase (decrease) in net liabilities of
 discontinued operations                 (4,071)    4,491 (13,099)
Proceeds from repayment of notes receivable
 from sale of discontinued operations        --       --    2,200

Net cash provided (used) by discontinued 
 operations activities                   (4,071)    4,491 (10,899)

Net cash provided (used) by operating
 activities                              $   537  $ 1,531 $(5,573)

</TABLE>

See accompanying notes to financial statements.

                                   -27-

                  DRAVO CORPORATION (PARENT COMPANY)
         Schedule I - Condensed Financial Information of Registrant
                       Statements of Cash Flows 
<TABLE>
<CAPTION>

(In thousands)                             Years ended December 31,
                                              1997      1996      1995     
<S>                                         <C>      <C>        <C>

Cash flows from investing activities:
Increase (decrease) in advances from
 subsidiaries                               $1,707   $(98,140)  $(77,757)
Dividends received from affiliates              --    100,000     88,000
Other, net                                      --          1         --

Net cash provided by investing
 activities                                  1,707      1,861     10,243


Cash flows from financing activities:
Proceeds from issuance of common stock          --        248        557
Purchase of treasury stock                    (729)        --     (2,667)
Dividends paid                              (2,517)    (2,529)    (2,535)

Net cash used by financing activities       (3,246)    (2,281)    (4,645)

Net increase (decrease) in cash and cash
 equivalents                                (1,002)     1,111         25
Cash and cash equivalents at beginning 
 of year                                     1,390        279        254

Cash and cash equivalents at end of year   $   388    $ 1,390   $    279

</TABLE>

See accompanying notes to financial statements.

                                    -28-

                    DRAVO CORPORATION (PARENT COMPANY)
          Schedule I - Condensed Financial Information of Registrant
                      Notes to Financial Statements


Notes 1 through 3, 5 through 14, and 16 to Dravo Corporation's Consolidated
Financial Statements have relevance to the parent company financial statements
and should be read in conjunction therewith.  Certain reclassifications of
previously reported balances have been made to conform to the current year's
presentation.

Note 1:  Commitments

There was no continuing operations rental expense for 1997, 1996 or 1995.  The
minimum future rentals under noncancelable operating leases and minimum future
rental receipts from subleases to third parties as of December 31, 1997 are
indicated in the table below.  All of the $1.0 million net minimum payments
were previously expensed in connection with discontinued operations.
<TABLE>
<CAPTION>
       (In thousands)
          <C>                          <C>

          1998                         $3,631
          1999                             --
          2000                             --
          2001                             --
          2002                             --
          After 2002                       --

          Total minimum payments required3,631
          Less: Minimum sublease rental 
          receipts                    (2,582)

          Net minimum payments         $1,049

</TABLE>

Note 2:  Income Taxes

Dravo Corporation files a consolidated federal income tax return which
includes the parent and consolidated subsidiaries.  Dravo Corporation parent
company financial statements recognize current income tax benefits to the
extent the benefits are offset by current income tax liabilities of the
consolidated subsidiaries.  Long-term deferred income tax benefits are
recognized to the extent that it is more likely than not that the company will
generate sufficient consolidated taxable income to utilize net operating loss
carryforwards prior to their expiration.

                                   -29-

Note 2:  Income Taxes (continued)


The income tax benefit for the years ended December 31 are
comprised of the following:
<TABLE>
<CAPTION>
(In thousands)                        1997     1996     1995
  <S>                             <C>      <C>      <C>

 Benefit to offset tax liabilities
  of subsidiaries                 $  2,534 $  1,147 $ 11,727
 Change in net deferred tax asset    4,936    2,995  (9,689)

                                  $  7,470 $  4,142 $  2,038
</TABLE>
                                          

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31 are as follows:

<TABLE>
<CAPTION>
(In thousands)
 <S>                                     <C>      <C>
                                            1997     1996
Deferred tax assets:
 Provision for discontinued operations   $ 3,066  $ 4,580
 Net operating loss carryforwards         59,024   62,808
 Investment tax credit carryforwards         666      791
 Alternative minimum tax credit              750      350
 Other                                     3,553      371

  Total gross deferred tax assets         67,059   68,900
  Less valuation allowance                23,435   34,829

  Net deferred tax assets after
   valuation allowance                    43,624   34,071

Deferred tax liabilities:
 Pension accrual                           8,970    4,353

  Total gross deferred tax liabilities      8,970   4,353

  Net deferred tax asset                  $34,654  $29,718
</TABLE>
 
Management believes it is more likely than not that the net deferred tax asset
will be realized through the reversal of temporary differences and through its
subsidiaries future income.  In order to fully realize the net deferred tax
asset, the parent company and its subsidiaries will need to generate future
taxable income of approximately $98 million prior to the expiration of its net
operating loss carryforwards.  The company's cumulative taxable earnings for
the past two years total $22.3 million.




                                    -30-
Note 3:  Dividends

Cash dividends paid to the Registrant for the respective years ended December
31:
<TABLE>
<CAPTION>
(In thousands)
                                         1997       1996       1995
<S>                                    <C>      <C>        <C>

Consolidated affiliates                $   --   $100,000   $ 88,000
50 percent or less owned companies
 accounted for by the equity method       647      1,090        916

</TABLE>

                                    -31-

                                 EXHIBITS

                           Table of Contents


               Exhibit                               (Exhibit No.) Page No.

 10. Material Contracts
    
     (xi) Agreement dated January 30, 1998
          between Dravo Corporation and Earl J.
          Bellisario is filed herein under separate
          cover.                                     (10)(xi) 1-5

11. Statement RE Computation of Per Share Earnings         (11) 1

13. 1997 Annual Report                                 (13) 13-37

21. Subsidiaries of the Registrant                         (21) 1

23. Consent of Experts and Counsel                         (23) 1

24. Powers of Attorney.  Identical documents were signed
     by Arthur E. Byrnes, James C. Huntington, Jr.,
     William E. Kassling, Peter T. Kross,
     William G. Roth and Konrad M. Weis.                   (24) 1

27. Financial Data Schedule (EDGAR filing only)            (27) 1

                                     -32-