<PAGE>   1

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

For the quarter ended   September 1, 1996      Commission file number 1-8738
                     ---------------------                            ------



                               SEALY CORPORATION *
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



        DELAWARE                                      36-3284147
--------------------------------          -------------------------------------
 (State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)



           520 PIKE STREET
          SEATTLE, WASHINGTON                                98101
-----------------------------------------           ----------------------
(Address of principal executive offices)*                 (Zip Code)



        Registrant's telephone number, including area code (206) 625-1233
                                                           ---------------


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  X    No
                                           -----    -----


The number of shares of the registrant's common stock outstanding as of October
11, 1996 was 29,351,635.



*  All Corporate and administrative services are provided by Sealy, Inc., 10th
   Floor Halle Building, 1228 Euclid Avenue, Cleveland, Ohio 44115.

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



<PAGE>   2




                          PART I. FINANCIAL INFORMATION
                          -----------------------------

Item 1 - Financial Statements

                                SEALY CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (NOTE A)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                       QUARTER ENDED            QUARTER ENDED
                                                     SEPTEMBER 1, 1996         AUGUST 31, 1995
                                                    -------------------       ----------------

<S>                                                       <C>                      <C>     
Net Sales                                                 $192,546                 $179,880
                                                        ----------               ----------

Cost and expenses:
   Cost of goods sold                                      108,112                   96,826
   Selling, general and administrative                      57,238                   52,211
   Amortization of intangibles                               3,552                    3,515
   Interest expense, net                                     7,363                    8,094
                                                        ----------               ----------
                                                           176,265                  160,646
                                                        ----------               ----------

           Income before income tax                         16,281                   19,234
Income tax                                                   9,198                   11,003
                                                       -----------               ----------
           Net income                                   $    7,083               $    8,231
                                                       ===========               ==========

Earnings per common share                               $     0.24               $     0.27

Weighted average number of
  common shares and equivalents
  outstanding during period                                 30,126                   30,499
</TABLE>






     See accompanying notes to condensed consolidated financial statements.

                                        2

<PAGE>   3





                                SEALY CORPORATION

             CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (NOTE A)

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                  NINE MONTHS ENDED            NINE MONTHS ENDED
                                                  SEPTEMBER 1, 1996             AUGUST 31, 1995
                                                 -------------------           ----------------

<S>                                                    <C>                           <C>     
Net Sales                                              $517,199                      $482,964
                                                       --------                      --------

Cost and expenses:
   Cost of goods sold                                   294,247                       267,584
   Selling, general and administrative                  160,956                       151,088
   Amortization of intangibles                           10,582                        10,544
   Interest expense, net                                 21,883                        23,958
                                                      ---------                     ---------
                                                        487,668                       453,174
                                                      ---------                     ---------

         Income before income tax                        29,531                        29,790
Income tax                                               16,685                        17,040
                                                      ---------                     ---------
         Net income                                   $  12,846                     $  12,750
                                                      =========                     =========

Earnings per common share                             $    0.43                     $    0.42

Weighted average number of
  common shares and equivalents
  outstanding during period                              30,146                        30,712
</TABLE>





     See accompanying notes to condensed consolidated financial statements.


                                        3

<PAGE>   4






                                SEALY CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                SEPTEMBER 1,         NOVEMBER 30,
                                                                    1996                  1995
                                                               --------------       --------------
<S>                                                                <C>                  <C>      
ASSETS

Current assets:
   Cash and cash equivalents                                       $ 32,248             $  17,348
   Accounts receivable, less allowance for doubtful
      accounts (1996 - $8,254; 1995 - $7,475)                        93,094                82,288
   Inventories (Note B)                                              40,016                35,356
   Prepaid expenses and deferred taxes                               19,040                13,424
                                                                   --------             ---------
                                                                    184,398               148,416

Property, plant and equipment - at cost                             164,619               159,699
Less:  accumulated depreciation                                     (32,761)              (25,161)
                                                                   --------             ---------
                                                                    131,858               134,538

Other assets:
   Goodwill and other intangibles - net of
      accumulated amortization
      (1996 - $50,454; 1995 - $39,871)                              468,355               478,938
   Debt issuance costs and other assets                              11,377                14,289
                                                                   --------             ---------
                                                                    479,732               493,227
                                                                   --------             ---------

                                                                   $795,988             $ 776,181
                                                                   ========             =========
</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                        4

<PAGE>   5





                                SEALY CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)

                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                                       SEPTEMBER 1,           NOVEMBER 30,
                                                                           1996                   1995
                                                                          ------                 -----
<S>                                                                     <C>                  <C>      
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion - long-term obligations                              $  18,654            $  17,488
   Accounts payable                                                        33,703               37,037
   Accrued interest payable                                                 7,365                1,694
   Accrued incentives and advertising                                      18,741               25,579
   Accrued compensation                                                    12,836                9,899
   Other accrued expenses                                                  29,112               24,625
                                                                        ---------            ---------
                                                                          120,411              116,322

Long-term obligations (Note C)                                            304,057              269,449
Other noncurrent liabilities                                               34,889               30,554
Deferred income taxes                                                      29,273               28,975

Stockholders' equity:
   Common stock                                                               295                  295
   Additional paid-in capital                                             257,709              258,336
   Retained earnings                                                       50,770               73,387
   Foreign currency translation adjustment                                 (1,416)              (1,137)
                                                                        ----------           ---------
                                                                          307,358              330,881
Commitments and contingencies (Note D)                                        --                    --
                                                                        ---------            ---------

                                                                        $ 795,988            $ 776,181
                                                                        =========            =========
</TABLE>







     See accompanying notes to condensed consolidated financial statements.



                                        5

<PAGE>   6



                                SEALY CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED             NINE MONTHS ENDED
                                                              SEPTEMBER 1, 1996              AUGUST 31, 1995
                                                             -------------------            ----------------


<S>                                                               <C>                            <C>    
Net cash provided by operating
   activities                                                     $ 19,894                       $30,184

Net cash used in investing activities:
   Property, plant and equipment, net                               (5,305)                       (2,312)

Net cash provided by / used in financing activities:
   Proceeds from/(Repayment of) long-term
   obligations,  net                                                35,774                       (46,925)
   Dividend paid                                                   (35,463)                           --
                                                                  --------                       -------
                                                                       311                       (46,925)
                                                                  --------                       -------

Change in cash and cash equivalents                                 14,900                       (19,053)

Cash and cash equivalents:
   Beginning of period                                              17,348                        21,309
                                                                  --------                       -------
   End of period                                                  $ 32,248                       $ 2,256
                                                                  ========                       =======


Supplemental disclosures:
------------------------
Cash paid for:
   Income taxes                                                    $12,100                       $ 4,824
   Interest paid                                                   $14,409                       $17,051
Selected noncash expenses:
   Depreciation                                                    $ 7,984                       $ 7,353
   Performance share plan                                          $ 1,321                       $(5,820)
</TABLE>





     See accompanying notes to condensed consolidated financial statements.

                                        6

<PAGE>   7


                                SEALY CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             NINE MONTHS ENDED SEPTEMBER 1, 1996 AND AUGUST 31, 1995
================================================================================



NOTE A -- BASIS OF PRESENTATION

      This report covers Sealy Corporation and its subsidiaries (collectively,
the "Company").

      The accompanying unaudited condensed consolidated financial statements
should be read together with the Company's Annual Report on Form 10-K for the
year ended November 30, 1995.

      The accompanying unaudited condensed consolidated financial statements
contain all adjustments which, in the opinion of management, are necessary to
present fairly the financial position of the Company at September 1, 1996, and
its results of operations and cash flows for the periods presented herein. All
adjustments in the periods presented herein are normal and recurring in nature.

      In 1995, the Company changed its fiscal year to a 52-53 week fiscal year
ending on the Sunday closest to November 30 for years beginning December 1, 1995
and thereafter. As a result, the third quarter of fiscal 1996 began on June 3,
1996 and ended on September 1, 1996 as compared to June 1, 1995 and August 31,
1995 for the third quarter of fiscal 1995. The impact of one less calendar day
in the third quarter and the nine-month period ended September 1, 1996 was not
material.

      Certain prior year amounts have been reclassified to conform with the
current year presentation. In particular, $794,000 of expenses included in
selling, general and administrative expenses for the third quarter of fiscal
1995 and $2,382,000 for the nine months ended August 31, 1995 are now included
in cost of goods sold.


NOTE B -- INVENTORIES

      The major components of inventories were as follows:



<TABLE>
<CAPTION>
                                     SEPTEMBER 1,             NOVEMBER 30,
                                        1996                     1995
                                    -------------            -------------
                                                (IN THOUSANDS)

<S>                                    <C>                      <C>    
Raw materials                          $21,721                  $19,861
Work in process                         11,269                   11,195
Finished goods                           7,026                    4,300
                                     ---------                ---------

                                       $40,016                  $35,356
                                       =======                  =======
</TABLE>




                                        7

<PAGE>   8


                                SEALY CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             NINE MONTHS ENDED SEPTEMBER 1, 1996 AND AUGUST 31, 1995
================================================================================



NOTE C -- LONG-TERM OBLIGATIONS


<TABLE>
<CAPTION>
                                                                   SEPTEMBER 1,          NOVEMBER 30,
                                                                        1996                 1995
                                                                   ------------          -----------
                                                                             (IN THOUSANDS)

<S>                                                                 <C>                  <C>       
Secured Credit Agreement:
   Revolving Credit Facility                                        $  52,000            $       --
   Term Loan Facility                                                  70,469                85,000
9 1/2% Senior Subordinated Notes Due 2003                             200,000               200,000
Other                                                                     242                 1,937
                                                                   ----------            ----------
                                                                      322,711               286,937
Less current portion                                                   18,654                17,488
                                                                   ----------            ----------
                                                                     $304,057              $269,449
                                                                     ========              ========
</TABLE>

      The Secured Credit Agreement provides for loans of up to $195 million as
of September 1, 1996, and consists of the $125 million Revolving Credit Facility
and the $70 million Term Loan Facility. The Revolving Credit Facility is
inclusive of a $30 million discretionary letter of credit facility ("Letters of
Credit") and a discretionary swing loan facility of up to $5 million. The
Revolving Credit Facility terminates and is due and payable on November 30,
1999.

      The Term Loan Facility is a $70 million term loan as of September 1, 1996,
with a final maturity of November 30, 1999 and amortizes in fiscal quarterly
principal payments. As a result of prepayments by the Company applied pro rata
over the remaining mandatory payments, the current amortization schedule is as
follows:


<TABLE>
<CAPTION>
     FISCAL YEAR ENDING             PRINCIPAL PAYMENT
     ------------------             -----------------   
                                      (IN THOUSANDS)
<S>                                    <C>     
          12/01/96                     $  7,417
          11/30/97                       18,545
          11/29/98                       13,352
          11/28/99                       22,254
          12/03/00                        8,901
                                      ---------
                                        $70,469
                                      =========
</TABLE>

      Under terms of the Secured Credit Agreement, the Company is obligated to
pay a commitment fee rate of 0.375% per annum on the unused portion of the
Revolving Credit Facility. The fee, which is payable quarterly in arrears, is
reduced or increased depending on certain financial ratios. Two separate
interest rate options exist under the Secured Credit Agreement and are available
to the Company at its option as follows:

      (a)  A Floating Rate which is the greater of
           (i)  A Corporate Base Rate plus a margin, if applicable, or
           (ii) A Federal Funds Rate plus 0.25% plus a margin, if
                    applicable, or
      (b)  A Eurodollar Rate plus an applicable margin.

      The applicable margin is zero for the Floating Rate option and 1.25% for
the Eurodollar Rate option.

                                        8

<PAGE>   9


                                SEALY CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             NINE MONTHS ENDED SEPTEMBER 1, 1996 AND AUGUST 31, 1995
================================================================================



The applicable margin is reduced or increased depending on certain financial
ratios.

      During the nine months ended September 1, 1996, the maximum amount
outstanding under the Revolving Credit Facility, excluding Letters of Credit,
was $52 million. At September 1, 1996, the Company had approximately $62 million
available under the Revolving Credit Facility, with Letters of Credit issued
totaling approximately $11 million.

      All obligations of the Company under the Secured Credit Agreement are
jointly and severally guaranteed by each direct and indirect domestic subsidiary
of the Company and secured by first priority liens on and security interests in
substantially all of the assets of the Company and its domestic subsidiaries and
by first priority pledges of substantially all of the capital stock of most of
the subsidiaries of the Company.

NOTE D -- CONTINGENCIES

      In accordance with procedures established under the Environmental Cleanup
Responsibility Act (now known as the Industrial Site Recovery Act), Sealy and
one of its subsidiaries are parties to an Administrative Consent Order ("ACO")
issued by the New Jersey Department of Environmental Protection ("DEP") pursuant
to which the Company and such subsidiary agreed to conduct soil and groundwater
sampling to determine the extent of environmental contamination at the plant
owned by the subsidiary in South Brunswick, New Jersey. The Company does not
believe that its manufacturing processes were a source of the contaminants found
to exist above regulatorily acceptable levels in the groundwater. As the current
owners of the facility, however, the Company and its subsidiary are primarily
responsible for the investigation and any necessary clean up plan approved by
the DEP under the terms of the ACO. In March 1994, the Company filed a claim in
the U.S. District Court for the District of New Jersey against former owners of
the site and their lenders under the Comprehensive Environmental Response,
Compensation and Liability Act seeking contribution for site investigation and
remedial costs.

      In March, 1995, the DEP approved the Company's soil/remediation plans and
in June, 1995, the Company's groundwater remediation plans, which include
additional monitoring by the Company and, depending upon the results of such
monitoring, the possible installation of a groundwater containment system. By a
November 15, 1993 letter, DEP postponed any required activity by the Company to
delineate and/or remediate contaminants in the fractured bedrock located on the
site, which DEP previously had requested the Company to undertake, and which DEP
could attempt to impose in the future. Because of the nature of certain of the
contaminants, their geological location in and porosity of the fractured
bedrock, the Company and its consultant are unaware of any accepted technology
for successfully remediating the contamination either in the shallow groundwater
or the fractured bedrock. Thus, the groundwater remediation plan proposes no
remedial activity regarding groundwater in the fractured bedrock.

       While the Company cannot predict the ultimate timing or cost to remediate
this facility, based on facts currently known, management believes the
previously established accrual for site investigation and remediation costs is
adequate to cover the Company's probable liability. If additional remediation is
required, however, such as the installation of a groundwater containment system,
management estimates it could cost the Company up to an additional $3 million.
Management does not believe that resolution of this matter will have a material
impact on the Company's financial position or future operations.



                                        9

<PAGE>   10



  Item 2 -                    SEALY CORPORATION

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================================================


QUARTER ENDED SEPTEMBER 1, 1996 AND AUGUST 31, 1995

      NET SALES Net sales increased $12.7 million, or 7.0%. The increase is
attributable to an $18.8 million, or 10.5% increase in unit volume, partially
offset by a $6.1 million, or 3.1% decrease in the average unit selling price.
Increased unit volume is attributed to incremental placements of new Sealy
Posturepedic products, increased distribution of Stearns & Foster, along with
increased distribution of Samuel Lawrence wood bedroom furniture.

      COST OF GOODS SOLD Cost of goods sold for the quarter, as a percentage of
net sales, increased 2.3 percentage points to 56.2%. The increase in the cost of
goods sold percentage is attributed to the lower average unit selling price,
along with inflationary raw material and labor increases.

      SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative
expenses increased $5.0 million primarily due to increased Performance Share
Plan ("Plan") expense of $3.2 million and other selling, general and
administrative expenses of $4.2 million, partially offset by a net decrease in
marketing spending of $2.4 million. The increase in Plan expense is due to
recording a $2.7 million reduction in the Plan's estimated final value in the
third quarter of 1995, combined with expense recognized in the current year for
final year vesting in the Plan. A description of the Performance Share Plan is
provided in Note 11 to the consolidated financial statements contained in the
Company's Form 10-K for the year ended November 30, 1995.

      The increase in other selling, general and administrative expenses is
primarily due to incentive compensation, selling and delivery related to
increased sales volume and administrative expenses for international expansion.
The net decrease in marketing spending is due primarily to adjustments in the
Company's marketing strategies.

      Subsequent to September 1, 1996, the Company modified certain compensation
programs, which is expected to result in incremental fourth quarter expense of
$2.5 million.

      INTEREST EXPENSE Interest expense, net of interest income, decreased $0.7
million primarily as a result of a $10.0 million decrease in average outstanding
debt and lower noncash interest.

      INCOME TAX The Company's provision for income taxes decreased $1.8
million, primarily as a result of lower pretax income. The effective income tax
rate differs from the Federal statutory rate as a result of the application of
purchase accounting, certain foreign tax rate differentials, and state and local
taxes. The effective income tax rate for 1996 is approximately 56.5% compared to
57.2% in 1995.

      NET INCOME For the reasons set forth above, the Company recorded net
income of $7.1 million for the quarter ended September 1, 1996 compared to net
income of $8.2 million for the third quarter of fiscal 1995.

                                       10

<PAGE>   11


                                SEALY CORPORATION

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================================================



NINE MONTHS ENDED SEPTEMBER 1, 1996 AND AUGUST 31, 1995

      NET SALES Net sales increased $34.2 million, or 7.1%. The increase is
attributable to a $41.3 million, or 8.6% increase in unit volume, partially
offset by a $7.1 million, or 1.3% decrease in the average unit selling price.
Increased unit volume is attributed to incremental placements of new Sealy
Posturepedic products, increased distribution of Stearns & Foster, along with
increased distribution of Samuel Lawrence wood bedroom furniture. These
increases were partially offset by the elimination of sleep sofa sales
attributable to the closing of this business unit in March, 1995.

      COST OF GOODS SOLD Cost of goods sold, as a percentage of net sales,
increased 1.5 percentage points to 56.9%. This increase is primarily
attributable to the lower average unit selling price, inflationary bedding raw
material and labor increases, the start up of a new facility and increased sales
of lower margin wood bedroom furniture.

      SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative
expenses increased $9.9 million primarily due to increases in Performance Share
Plan ("Plan") expense of $7.1 million and other selling, general and
administrative expenses of $12.0 million, partially offset by a net decrease in
marketing spending of $6.5 million and the effect of a prior year charge for
closing the sleep sofa business, $2.7 million. The increase in Plan expense is
due to recording a $5.8 million reduction in the Plan's estimated final value in
1995, combined with expense recognized in the current year for final year
vesting in the Plan. A description of the Performance Share Plan is provided in
Note 11 to the consolidated financial statements contained in the Company's Form
10-K for the year ended November 30, 1995.

      The increase in other selling, general and administrative expenses is
primarily due to selling and delivery related to increased sales volume,
incentive compensation, executive severance and transition expenses,
administrative expenses for international expansion and research and
development. The net decrease in marketing spending is due primarily to
adjustments in the Company's marketing strategies.

      Subsequent to September 1, 1996, the Company modified certain compensation
programs, which is expected to result in incremental fourth quarter expense of
$2.5 million.

      INTEREST EXPENSE Interest expense, net of interest income, decreased $2.1
million primarily as a result of a $39.2 million decrease in average outstanding
debt.

      INCOME TAX The Company's provision for income taxes decreased $0.4
million, as a result of a lower effective tax rate in 1996 and lower pretax 
income. The effective income tax rate differs from the Federal statutory rate
as a result of the application of purchase accounting, certain foreign tax rate
differentials, and state and local taxes. The effective income tax rate for
1996 is approximately 56.5% compared to 57.2% in 1995.

      NET INCOME For the reasons set forth above, the Company recorded net
income of $12.8 million for the nine months ended September 1, 1996 as compared
to net income of $12.8 million for the nine months ended August 31, 1995.

                                       11

<PAGE>   12


                                SEALY CORPORATION

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================================================



LIQUIDITY AND CAPITAL RESOURCES

      During the nine months ended September 1, 1996, the Company's principal
sources of cash were net borrowings under its Revolving Credit Facility, $35.8
million and cash provided by operating activities, $19.9 million. The Company's
principal use of funds consists of the dividend payment described below,
interest payments and capital expenditures. Capital expenditures totaled $7.2
million for the nine months ended September 1, 1996. Management believes that
annual capital expenditure limitations in its Secured Credit Agreement will not
significantly inhibit the Company from meeting its ongoing capital needs. At
September 1, 1996, the Company had approximately $62 million available under its
Revolving Credit Facility with Letters of Credit issued totaling approximately
$11 million. At September 1, 1996, the weighted average interest rate on the
Revolving Credit and Term Loan Facilities was 7.2%.

      On May 17, 1996, the Company paid a special dividend to all stockholders
and holders of Merger Warrants of record as of May 7, 1996. The dividend
amounted to approximately $35.5 million, or $1.20 per share and was financed
primarily through borrowings under the Revolving Credit Facility.

      Management believes that the Company will have the necessary liquidity for
the next several years to fund its expected capital expenditures, obligations
under its Secured Credit Agreement and Senior Subordinated Note Indenture,
environmental liabilities, and for other needs required to manage and operate
its business, through cash flow from operations, and availability under the
Revolving Credit Facility.

      Subsequent to September 1, 1996, the Company proceeded to explore the
possible sale of the Samuel Lawrence wood bedroom furniture business. Management
estimates that such transaction could result in a charge to net income of
approximately $10 million. 

                                       12

<PAGE>   13



                           PART II. OTHER INFORMATION
                           --------------------------


Item 1.  Legal Proceedings.

      See Note D to the Condensed Consolidated Financial Statements, Part I,
Item 1 included herein.


Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits:

               (27)         Financial Data Schedule.

         (b)   Reports on Form 8-K:

               None.




                                       13

<PAGE>   14






                                   SIGNATURES


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


                                SEALY CORPORATION



          Signature                                    Title
          ---------                                    -----


By:    /s/ Ronald L. Jones            President and Chief Executive Officer
--------------------------------          (Principal Executive Officer)
           Ronald L. Jones               



By:    /s/ Jesse E. Hogan             Senior Vice President and Chief Financial 
--------------------------------                       Officer
           Jesse E. Hogan                  (Principal Accounting Officer)     







Date: October 16, 1996


                                       14