<PAGE>

                        SECURITIES & EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                          OF THE SECURITIES ACT OF 1934


        For Quarter Ended March 31, 1998 Commission File Numbers 33-76642

                      RAY ELLISON MORTGAGE ACCEPTANCE CORP.
                      -------------------------------------


               Texas                                74-2337351
    -----------------------------           ----------------------------
   (State or other jurisdiction  of         (IRS Employer Identification
   incorporation  or  organization)             Number)

              70 N.E. Loop 410, Suite 545, San Antonio, Texas 78216
     ----------------------------------------------------------------------
                    (Address of Principal Executive Offices)

        Registrant's telephone number, including area code:(210) 342-1085

                                       N/A
     ----------------------------------------------------------------------
        (Former name, former address, and former fiscal year, if changed
                               since last report)

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

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

          Class                          Outstanding at May 12, 1998
---------------------------------        -------------------------------
Common  Stock,  $1.00  par  value                10,000 shares

<PAGE>

                      RAY ELLISON MORTGAGE ACCEPTANCE CORP.

                               INDEX TO FORM 10-Q


                          Quarter Ended March 31, 1998



     Part I.   Financial Information
               ----------------------

     Item 1.   Financial Statements

             Balance Sheets (Unaudited)
               March 31, 1998 and
               December 31, 1997                         4 of 17


             Statements of Operations (Unaudited)
               Three months ended
               March 31, 1998 and 1997                   5 of 17

             Statements of Cash Flows (Unaudited)
               Three months ended
               March 31, 1998 and 1997                   6 of 17

             Notes to Unaudited Financial Statements     7 of 17

     Item 2.   Management's Discussion and
               Analysis of Financial Condition
               and Results of Operation                 12 of 17


     Part 11.    Other Information

     Item 6.   Exhibits and Reports on Form 8-K         15 of 17


<PAGE>


     Item 1.   Financial Statements

               See next page.


<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.

BALANCE SHEETS
<CAPTION>

                                   (UNAUDITED)
                                               MARCH 31,           DECEMBER 31,
                                                 1998                   1997
                                           -------------------------------------
<S>                                          <C>                      <C>

ASSETS
  Cash                                       $     46,580                 91,465
  Accrued interest receivable                   1,883,845              2,201,245
  Underwriting fees and bond issuance
     expenses                                  10,803,598             12,672,555
  Requisite funds on deposit                      157,581                188,314
  Notes Receivable from affiliates              1,348,165              4,820,652
  Investment in GNMA securities               317,814,163            368,468,267
  Fair value adjustment                        20,878,443             16,480,560
  Less:  unamortized discount                 (12,558,306)           (14,769,194)
                                            -------------------------------------
                                              326,134,300            370,179,633

                                            -------------------------------------
                                             $340,374,069            390,153,864
                                            =====================================

LIABILITIES
  Accounts payable                                 30,000                 31,713
  Accrued interest                              1,868,661              2,169,492
  Bonds payable                               315,101,000            365,130,000
  Deferred tax liability                        7,028,064              5,382,153
                                            -------------------------------------
                                             $324,027,725            372,713,358

STOCKHOLDER'S EQUITY (DEFICIT):
  Common Stock, $1.00 par value,
    10,000 shares authorized,
    issued and outstanding                         10,000                 10,000
  Contributed capital                           2,509,093              2,317,619
  Unrealized gains (losses) on
    available-for-sale securities,
    net of tax                                 13,779,772             10,877,170
  Retained earnings                                47,479              4,235,717

                                            -------------------------------------
                                               16,346,344             17,440,506

                                            -------------------------------------
                                             $340,374,069            390,153,864
                                            =====================================
 </TABLE>
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.

STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>

                                                      Three Months Ended
                                                            March 31,
                                                     1998              1997
                                             ----------------------------------
<S>                                               <C>               <C>
INCOME
      Interest income                             $5,903,432        $7,597,442
      Amortization of discount                       531,867           391,062
      Gain on sales of GNMA Securities             2,490,331            45,625

                                             ----------------------------------
                                                   8,925,630         8,034,129
                                             ----------------------------------

EXPENSE
      Interest expense                             5,831,574         7,458,174
      Amortization of underwriting fees
      and bond issuance expenses                   1,868,957           360,082
      General and administrative                      71,234            98,186

                                             ----------------------------------
                                                   7,771,765         7,916,442
                                             ----------------------------------


      Income before taxes                          1,153,865           117,687

Income tax expense (benefit)                         342,104            37,644


                                             ----------------------------------
      Net Income                                  $  811,761        $   80,043
                                             ==================================


</TABLE>
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.

STATEMENT OF CASH FLOWS (UNAUDITED)
<CAPTION>
                                                                      Three Months Ended
                                                                           March 31,
                                                                      1998           1997
                                                               -----------------------------
<S>     <C>    <C>
OPERATING ACTIVITIES
     Net income (loss)                                           $   811,761     $   80,043
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
            Income tax expense (benefit)                             342,104         37,644
        Amortization of discount                                    (531,867)      (391,062)
        Amortization of underwriting fees and bond
            issuance expense                                       1,868,957        360,082
        (Gain)/Loss on sale of GNMA securities                    (2,490,331)       (45,625)
      Changes in operating assets and liabilities:
            Accrued interest receivable                              317,400         48,385
            Accounts payable                                          (1,713)        25,620
            Accrued interest payable                                (300,831)       (47,522)
                                                               -----------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   15,480         67,565
                                                               -----------------------------


INVESTING ACTIVITIES
     Dividends paid to parent                                     (5,000,000)             0
     Advances and notes with affiliate                             3,472,487       (175,392)
     Principal payments received on GNMA securities               11,748,121      7,826,852
     Proceeds from sale of GNMA securities                        39,717,294         45,625
                                                               -----------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES               49,937,902      7,697,085
                                                               -----------------------------


FINANCING ACTIVITIES
     Decrease (increase) in requisite funds on deposit                30,733           (212)
     Redemption of bonds payable                                 (50,029,000)    (7,749,000)
                                                               -----------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES              (49,998,267)    (7,749,212)
                                                               -----------------------------


INCREASE (DECREASE) IN CASH                                          (44,885)        15,438
Cash at beginning of year                                            91,465         51,880
                                                               =============================
                                 CASH AT MARCH 31, 1998          $    46,580     $   67,318
                                                               =============================
</TABLE>
<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                     Notes to Unaudited Financial Statements

                           March 31, 1998 and 1997


1.   Significant Accounting Policies

Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results for the three month period ended March 31, 1998 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  December  31, 1998.  For further  information  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-K for the year ended December 31, 1997.
 <PAGE>

                      Ray Ellison Mortgage Acceptance Corp.

                     Notes to Unaudited Financial Statements

                             March 31, 1998 and 1997

2.   Bonds Payable
The Company has filed six shelf  registrations  authorizing a total  issuance of
$1,600,000,000  in long-term  bonds.  The long-term bonds payable of the Company
are issued in series as follows:
<TABLE>
<CAPTION>
                            Face                                              Bonds Outstanding
                            of Bonds        Interest     Maturity         December 31,         March 31,
Series     Issued           at Issue          Rate         Date               1997                1998
----------------------------------------------------------------------------------------------------------
<S>         <C>          <C>                 <C>        <C>            <C>                <C>

 1985A      02/27/85     $     11,559,000    11.500%    03/28/2015     $            -     $            -
 1985B      03/28/85           10,337,000    12.000     04/28/2015                  -                  -
 1985C      04/24/85           10,343,000    11.850     12/28/2015                  -                  -
 1985D      05/20/85           13,714,000    11.450     07/28/2016                  -                  -
 1985E      06/26/85           12,784,000    10.750     08/28/2016                  -                  -
 1985F      07/25/85           10,004,000    10.625     09/28/2016                  -                  -
 1985G      08/28/85            9,223,000    10.750     10/28/2016                  -                  -
 1985H      09/26/85            9,106,000    10.500     11/28/2016                  -                  -
 1985I      10/24/85           11,753,000    10.875     12/28/2016                  -                  -
 1985J      11/26/85            8,720,000    10.400     01/28/2017                  -                  -
 1985K      12/26/85            8,923,000    10.250     02/28/2017                  -                  -
 1986A      01/28/86            9,380,000     9.750     03/28/2017                  -                  -
 1986B      02/27/86           19,512,000     9.750     04/28/2017                  -                  -
 1986C      03/26/86            9,204,000     9.375     05/28/2017                  -                  -
 1986D      04/23/86            9,989,000     8.500     06/28/2017                  -                  -
 1986E      06/26/86           10,650,000     9.250     08/28/2017                  -                  -
 1986F      07/24/86           20,600,000     9.000     09/28/2017                  -                  -
 1986G      08/28/86           20,990,000     9.000     10/28/2017                  -                  -
 1986H      09/25/86           14,153,000     8.625     11/28/2017                  -                  -
 1986I      11/25/86           10,002,000     8.625     01/28/2018                  -                  -
 1986J      12/30/86            9,390,000     8.250     02/28/2018                  -                  -
 1987A      03/28/87           17,500,000     9.000     09/28/2018                  -                  -
 1987B      08/27/87           18,000,000     9.000     10/28/2018                  -                  -
 1987C      09/30/87           10,000,000     9.500     11/28/2018                  -                  -
 1987D      10/29/87           15,000,000     9.750     12/31/2018                  -                  -
 1987E      11/25/87           16,000,000    10.000     01/31/2019                  -                  -
 1987F      11/25/87           16,655,000     9.500     01/31/2019                  -                  -
 1988A      01/27/88           15,000,000     9.500     03/31/2019                  -                  -
 1988B      02/25/88           13,925,000     9.000     04/30/2019                  -                  -
 1988C      02/25/88           10,000,000     8.500     04/30/2019                  -                  -
 1988D      03/30/88           14,950,000     8.750     05/31/2019                  -                  -
 1988E      05/26/88           18,000,000     9.125     07/31/2019                  -                  -
 1988F      06/23/88           33,000,000     9.375     08/31/2019                  -                  -
 1988G      06/23/88           14,000,000     9.450     08/31/2019                  -                  -


<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                             March 31, 1998 and 1997

2.  Bonds Payable (continued)
                               Face                                              Bonds Outstanding
                              of Bonds      Interest     Maturity           December 31,       March 31,  
 Series     Issued            at Issue        Rate         Date                 1997               1998
----------------------------------------------------------------------------------------------------------

 1988H      07/28/88           15,000,000     9.125     09/30/2019                  -                  -
 1988I      08/25/88           25,000,000     9.375     10/31/2019                  -                  -
 1988J      08/25/88           22,000,000     9.200     10/31/2019                  -                  -
 1988K      09/29/88           17,000,000     9.150     11/30/2019                  -                  -
 1988L      10/27/88           20,000,000     9.100     12/31/2019                  -                  -
 1988M      11/23/88           30,000,000     9.000     01/31/2020                  -                  -
 1989A      01/25/89           22,000,000     9.500     03/31/2020                  -                  -
 1989B      01/25/89           17,000,000     9.600     03/31/2020                  -                  -
 1990A      05/24/90            5,000,000     9.500     05/31/2021                  -                  -
 1990B      08/30/90           15,150,000     9.000     08/31/2021                  -                  -
 1990C      09/27/90           10,000,000     9.100     09/30/2021                  -                  -
 1990D      09/27/90           10,000,000     9.000     09/30/2021                  -                  -
 1990E      10/25/90           10,000,000     9.150     10/31/2021                  -                  -
 1990F      10/25/90           14,500,000     9.050     10/31/2021                  -                  -
 1990G      11/29/90           15,000,000     9.000     11/30/2021                  -                  -
 1990H      12/27/90            8,000,000     8.500     12/31/2021                  -                  -
 1991A      02/21/91            9,000,000     8.100     02/28/2022                  -                  -
 1991B      03/28/91            5,000,000     8.100     03/31/2022                  -                  -
 1991C      04/25/91            6,000,000     8.150     04/30/2022                  -                  -
 1991D      05/30/91           12,650,000     8.150     05/31/2022                  -                  -
 1991E      06/27/91           28,500,000     8.500     06/30/2022                  -                  -
 1991F      07/25/91           18,000,000     8.450     07/31/2022                  -                  -
 1991G      08/29/91           18,000,000     8.000     08/31/2022                  -                  -
 1991H      09/26/91           14,000,000     7.875     09/30/2022                  -                  -
 1991I      11/27/91           13,000,000     7.500     11/30/2022                  -                  -
 1991J      12/23/91            7,000,000     7.500     12/31/2022                  -                  -
 1992A      03/26/92           21,000,000     7.250     03/31/2023         12,313,000                  -
 1992B      04/23/92            6,500,000     7.400     04/30/2023                  -                  -
 1992C      05/28/92           17,500,000     7.600     05/31/2023                  -                  -
 1992D      06/25/92           24,000,000     7.400     06/30/2023                  -                  -
 1992E      07/30/92           19,000,000     7.150     07/31/2023          9,565,000                  -
 1992F      08/27/92            8,000,000     6.600     08/31/2023          4,422,000          4,397,000
 1992G      11/25/92           47,250,000     7.000     11/30/2023         34,881,000         33,777,000
 1992H      12/23/92           23,600,000     7.100     12/31/2023         16,919,000                  0
 1992I      12/23/92           14,300,000     7.050     12/31/2023         10,283,000         10,043,000
 1993A      01/28/93           24,000,000     7.000     01/31/2024         17,478,000         17,016,000
 1993B      12/22/93           21,000,000     6.000     12/31/2024         18,846,000         18,560,000
 1994A      01/27/94           15,000,000     6.000     01/31/2025         12,538,000         12,267,000
 1994B      02/24/94           13,000,000     6.000     02/28/2025         11,139,000         11,085,000


<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                             March 31, 1998 and 1997

2.  Bonds Payable (continued)

                                Face                                              Bonds Outstanding
                              of Bonds      Interest     Maturity         December 31,       March 31,    
 Series     Issued            at Issue        Rate         Date               1997             1998  
----------------------------------------------------------------------------------------------------------
 
 1994C      03/24/94           10,000,000     6.500     03/31/2025     $    8,564,000     $    8,294,000
 1994D      05/26/94           19,500,000     7.400     05/31/2025         15,206,000         14,639,000
 1994E      05/26/94           13,950,000     7.500     05/31/2025         10,883,000         10,513,000
 1994F      06/23/94           16,000,000     7.300     06/30/2025         12,658,000         12,302,000
 1994G      07/28/94           16,500,000     7.125     07/31/2025         12,849,000         12,363,000
 1994H      07/28/94           24,150,000     7.500     07/31/2025         20,015,000         19,326,000
 1994I      08/25/94           16,050,000     7.500     08/31/2025         12,804,000         12,407,000
 1994J      09/29/94           18,600,000     7.500     09/30/2025         14,241,000         13,762,000
 1994K      11/23/94           15,000,000     8.000     11/30/2025         10,320,000          9,068,000
 1994L      12/28/94           15,000,000     8.100     12/31/2025         10,936,000         10,533,000
 1994M      12/28/94           16,500,000     8.000     12/31/2025         11,304,000          9,670,000
 1995A      02/23/95            8,000,000     8.000     02/28/2026          5,612,000          5,291,000
 1995B      03/30/95           21,000,000     7.500     03/31/2026         15,872,000         15,313,000
 1995C      05/25/95            9,225,000     7.100     05/31/2026          8,010,000          7,665,000
 1996A      04/25/96           12,500,000     7.000     04/30/2027         11,791,000         11,658,000
 1996B      05/30/96           15,500,000     7.000     05/31/2027         14,706,000         14,408,000
 1996C      09/26/96            9,000,000     7.100     09/30/2027          8,747,000          8,680,000
 1997A      04/24/97           12,500,000     7.000     04/30/2027         12,228,000         12,064,000
                      ----------------------                        --------------------------------------

                         $  1,372,291,000                              $  365,130,000     $  315,101,000
                      ======================                        ======================================
</TABLE>

The remaining bonds may be redeemed at the option of the Company, in whole or in
part,  at any time after the fourth  anniversary  of their  issuance.  To ensure
sufficient funds to meet debt service  requirements,  the Indenture provides for
redemption if the payments to be made on the GNMA  securities  will be less than
the debt service requirements. The amounts of bonds to be redeemed are dependent
on a number  of  factors  such as: 1)  prepayments  on the GNMA  securities,  2)
interest earned on requisite  funds, 3) deposit or substitution of collateral in
lieu of bond redemption,  and 4) requests for redemption by bondholders.  In all
redemptions  described above, the redemption price will be 100% of the principal
amount  of the  bonds  to be  redeemed  plus  interest  accrued  to the  date of
redemption.


<PAGE>

Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
               Results of Operation.



                          Quarter ended March 31, 1998

     As of  March 31, 1998  the Company  has  completed  the  issuance of
ninety-two Series of its GNMA-Collateralized Bonds (Bonds). Each Series of Bonds
has been  assigned  a bond  rating of AAA by  Standard & Poors  Ratings  Groups.
Proceeds  from the sale of each Series of Bonds have been used by the Company to
purchase  GNMA  (Government  National  Mortgage  Association)   securities  from
affiliated  companies.  The GNMA securities  purchased are pledged as collateral
for one or more Series of the Company's Bonds.

     From time to time, the Company has substituted or deposited additional GNMA
securities to below-market  Bond Series in accordance with the Indentures  under
which the Bonds are issued.  Management  anticipates  that such  substitution or
deposit  of  additional   GNMA  securities  in  these  Bond  Series  will  defer
redemptions in the Bond series affected.

     Additionally,  from time to time the Company has  substituted  or withdrawn
GNMA securities securing above-market Bond Series to the extent permitted by the
Indentures.  Management  anticipates  that such  substitutions or withdrawals of
GNMA securities will accelerate redemptions in the Bond Series affected.

     As of April 30, 1998 the  Company has  exercised  its option to redeem 65
Series of Its GNMA-Collateralized  Bonds (Series 1985A through 1992E and 1992H).
These  calls  produced  significant  gains  for the  Company.  The  Company  has
exercised  its option to redeem  GNMA-Collateralized  Bonds Series  whenever the
Series were  callable and the interest  rate on the series was above the current
market interest rate.  Management  anticipates calling any above-market interest
rate Bond Series at the earliest date permitted under the respective  prospectus
supplement for such Bonds Series.

     The Company  anticipates  that receipts from the GNMA  securities  securing
each outstanding  series of Bonds together with reinvestment  income thereon and
funds  available in any reserve funds which may be established  for such series,
will  be  adequate  to  meet  the  Company's  cash  flow   requirements  to  pay
administrative  expenses  and the  principal  of and  interest on each series of
Bonds as they become due. The Company does not have, nor does management  expect
that the  Company  will  have,  any  significant  source of cash flow other than
capital  contributions  from its parent and/or  advances from its affiliates and
receipts on  collateral  securing  Bonds which have been or may be issued by the
Company.

     Because  each  series of  outstanding  Bonds is secured by GNMA  securities
paying  interest and  principal at specified  rates backed by existing  pools of
mortgage loans,  and because payment on outstanding  Bonds issued by the Company
are at fixed interest rates, management does not expect that changes in economic
factors will significantly  affect the Company's ability to meet its obligations
as they come due.

     In May 1993 the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities, "effective for fiscal years beginning after December
15, 1993. The Company adopted the provisions of the new standard for investments
held as of or  acquired  after  January  1,  1994.  Under  the new  rules,  debt
securities  that the Company  does not have the  positive  intent and ability to
hold to maturity are carried at fair value.  Unrealized holding gains and losses
on  securities  classified  as  available-for-sale  are  carried  as a  separate
component of shareholders' equity.

     The Company wishes to emphasize that due to the nature of its business, the
GNMA securities carried as available-for-sale collateralize  GNMA-collateralized
bonds, and the securities are not salable before the bonds are callable, at some
future  date.  In  addition,  the  market  value of GNMA  securities  fluctuates
significantly as interest rates change; therefore, the market values of the GNMA
securities as of the future  redemption  dates may vary  significantly  from the
current date, and the realization of any unrealized  gains is not assured.  When
market is such that the value of GNMA  securities is less than  amortized  cost,
the  Company  has the  expectation  that  they  would  be held  to  maturity  as
collateral for the related GNMA-collateralized Bonds, or until the market value
increases, whichever is sooner, and the Company would not realize any unrealized
losses.  Thus,  no tax  benefit  is  recognized  for  unrealized  losses for the
Company's investment in GNMA's.
 <PAGE>


    Part II. Other Information


    Item 1.  Legal Proceedings
                    NONE

     Item 2.  Change in Securities
                    NONE

     Item 3.  Defaults Upon Senior Securities
                    NONE

     Item 4.  Submission of Matters to Vote of Security Holders
                    NONE

     Item 5.  Other Information
                    NONE

     Item 6.   Exhibits and Reports on Form 8K
                    NONE

<PAGE>



Signatures:


Pursuant to the  requirements  of the  Securities  and Exchange act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


               RAY ELLISON MORTGAGE ACCEPTANCE CORP.
                           (Registrant)



               /s/ Locksley Simmons
               ------------------------------------
               Locksley Simmons
               Vice President and Chief Financial Officer


               DATE:  May 14, 1998


<PAGE>
Exhibit Index

EX-3.1 Articles of Incorporation of the Registrant as originally filed. (1)

EX-3.2  Bylaws of the  Registrant  as  currently  in effect.  (5)

EX-4.1 Form of Indenture  between the  Registrant  and Trustee  (containing
       Form of Bond). (4)

EX-4.2 Form of Series Supplement(2)

EX-4.3 Form of Guaranty  Agreement for GNMA I Program ("Summary of Guaranty
       Agreement". (3) EX-4.4 Form of Guaranty Agreement for GNMA II Program
       ("Schedule of Subscribers and GNMA II Contractual Agreement"). (4)

*EX-27 Financial Data Schedule

     (1) Previously  filed with the Commission as an exhibit to the Registrant's
         Form S-11 Registration  Statement (File No. 2-93624)on October 4, 1984,
         and incorporated by reference herein.

     (2)  Previously   filed   with  the   Commission   as  an  exhibit  to  the
          Post-Effective   Amendment  No.  1  to  the  Registrant's   Form  S-11
          Registration  Statement  (File No.  2-93624) on February 14, 1985, and
          incorporated by reference herein.

     (3)  Previously filed with the Commission as an exhibit to Amendment
          No. 1 to the Registrant's Form S-11 Registration Statement (File
          No. 2-93624) on January 11, 1985, and incorporated by reference
          herein.

     (4)  Previously filed with the Commission as an exhibit to the Registrant's
          Form S-11 Registration  Statement (File No.  33-48368)on June 4, 1992,
          and incorporated by reference herein.

     (5)  Previously filed with the Commission as an exhibit to the Registrant's
          Form 10-Q for the quarter  ended June 30, 1995,  and  incorporated  by
          reference herein.
     
     *Filed Herein