<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, 1997      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 5, 1997
_________________________________        _______________________________
Common  Stock,  $1.00  par  value                10,000 shares

<PAGE>

                   RAY ELLISON MORTGAGE ACCEPTANCE CORP.

                         INDEX TO FORM 10-Q


                    Quarter Ended March 31, 1997



     Part I.   Financial Information
               ______________________

     Item 1.   Financial Statements

             Balance Sheets (Unaudited)
               March 31, 1997 and
               December 31, 1996                         4 of 17


             Statements of Operations (Unaudited)
               Three months ended
               March 31, 1997 and 1996                   5 of 17

             Statements of Cash Flows (Unaudited)
               Three months ended
               March 31, 1997 and 1996                   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,
                                                1997               1996
                                         ---------------------------------------
<S>                                            <C>                <C>

ASSETS
  Cash                                         $     67,318        $     51,880
  Accrued interest receivable                     2,481,695           2,530,080
  Underwriting fees and bond issuance
     expenses                                    14,647,619          15,007,701
  Requisite funds on deposit                        134,010             133,797
  Notes Receivable from affiliates                3,689,198           3,513,806

  Investment in GNMA securities                 414,413,604         422,240,456
  Fair value adjustment                            (563,590)          7,404,177
  Less:  unamortized discount                   (16,481,512)        (16,872,575)
                                         ---------------------------------------
                                                397,368,502         412,772,058
                                                             
  Deferred tax asset                                245,023                   -

                                         ---------------------------------------
                                               $418,633,365        $434,009,322
                                         =======================================

LIABILITIES
  Accounts payable                              $    55,620        $     30,000
  Accrued interest                                2,453,032           2,500,552
  Bonds payable                                 410,678,000         418,427,000
  Deferred tax liability                                  -           2,265,287
                                         ---------------------------------------
                                                413,186,652         423,222,839

STOCKHOLDER'S EQUITY (DEFICIT):
  Common Stock, $1.00 par value,
    10,000 shares authorized,
    issued and outstanding                           10,000              10,000
  Contributed capital                             2,153,215           2,122,681
  Unrealized gains (losses) on
    available-for-sale securities,
    net of tax                                     (563,590)          4,886,757
  Retained earnings                               3,847,088           3,767,045

                                         ---------------------------------------
                                                  5,446,713          10,786,483

                                         ---------------------------------------
                                               $418,633,365        $434,009,322
                                         =======================================
</TABLE>
<PAGE>
<TABLE>

RAY ELLISON MORTGAGE ACCEPTANCE CORP.

STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>

                                                   Three Months Ended
                                                        March 31,
                                                  1997            1996
                                             --------------------------------
<S>                                               <C>             <C>  

INCOME
      Interest income                             $7,597,442      $7,640,629
      Amortization of discount                       391,062         429,485
      Gain on sales of GNMA Securities                45,625         904,243

                                             --------------------------------
                                                   8,034,129       8,974,357
                                             --------------------------------

EXPENSE
      Interest expense                             7,458,174       7,529,861
      Amortization of underwriting fees
      and bond issuance expenses                     360,082       1,064,877
      General and administrative                      98,186         153,879

                                             --------------------------------
                                                   7,916,442       8,748,617
                                             --------------------------------


      Income before taxes                            117,687         225,740

Income tax expense (benefit)                          37,644          76,752


                                             --------------------------------
      Net Income                                     $80,043        $148,988
                                             ================================
</TABLE>
<PAGE>
<TABLE>

RAY ELLISON MORTGAGE ACCEPTANCE CORP.

STATEMENT OF CASH FLOWS (UNAUDITED)

<CAPTION>

                                                                    Three Months Ended
                                                                        March 31,
                                                                  1997             1996
                                                             ---------------------------------
<S>                                                              <C>              <C>    

OPERATING ACTIVITIES
     Net income (loss)                                            $   80,043      $   148,988
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
        Income tax expense (benefit)                                  37,644           76,752
        Amortization of discount                                    (391,062)        (429,485)
        Amortization of underwriting fees and bond
            issuance expense                                         360,082        1,064,877
        (Gain)/Loss on sale of GNMA securities                       (45,625)        (904,243)
      Changes in operating assets and liabilities:
            Accrued interest receivable                               48,385          139,407
            Accounts payable                                          25,620           (2,853)
            Accrued interest payable                                 (47,522)        (135,740)
                                                             ---------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   67,565          (42,297)

INVESTING ACTIVITIES
     Advances and notes with affiliate                              (175,392)        (962,222)
     Principal payments received on GNMA securities                7,826,852        9,333,220
     Proceeds from sale of GNMA securities                            45,625       13,383,141
                                                             ---------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                7,697,085       21,754,139


FINANCING ACTIVITIES
     Decrease (increase) in requisite funds on deposit                  (212)          75,936
     Redemption of bonds payable                                  (7,749,000)     (21,790,000)
                                                             ---------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               (7,749,212)     (21,714,064)
                                                             ---------------------------------


INCREASE (DECREASE) IN CASH                                           15,438           (2,222)
Cash at beginnning of year                                            51,880            3,956
                                                             ---------------------------------

                                           CASH AT MARCH 31,      $   67,318      $     1,734
                                                             =================================

</TABLE>
<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                     Notes to Unaudited Financial Statements

                             March 31, 1997 and 1996


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,  are 1997 not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1997. 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, 1996.
<PAGE>

                      Ray Ellison Mortgage Acceptance Corp.

                     Notes to Unaudited Financial Statements

                             March 31, 1997 and 1996


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               1996                1997
----------------------------------------------------------------------------------------------------------
<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      07/30/87           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, 1997 and 1996
                    

2.  Bonds Payable (continued)
                              Face                                              Bonds Outstanding
                            of Bonds        Interest     Maturity         December 31,       March 31,
Series     Issued         at Issue          Rate         Date               1996                1997
----------------------------------------------------------------------------------------------------------

 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      11/21/90           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         13,207,000         12,998,000
 1992B      04/23/92            6,500,000     7.400     04/30/2023          4,325,000          4,181,000
 1992C      05/28/92           17,500,000     7.600     05/31/2023         10,366,000          9,520,000
 1992D      06/25/92           24,000,000     7.400     06/30/2023         16,129,000         15,801,000
 1992E      07/30/92           19,000,000     7.150     07/31/2023         10,776,000         10,698,000
 1992F      08/27/92            8,000,000     6.600     08/31/2023          4,775,000          4,693,000
 1992G      11/25/92           47,250,000     7.000     11/30/2023         37,796,000         37,408,000
 1992H      12/23/92           23,600,000     7.100     12/31/2023         18,632,000         18,394,000
 1992I      12/23/92           14,300,000     7.050     12/31/2023         11,345,000         11,250,000
 1993A      01/28/93           24,000,000     7.000     01/31/2024         18,730,000         18,658,000
 1993B      12/22/93           21,000,000     6.000     12/31/2024         19,815,000         19,598,000
 1994A      01/27/94           15,000,000     6.000     01/31/2025         13,399,000         13,237,000
 1994B      02/24/94           13,000,000     6.000     02/28/2025         11,927,000         11,875,000


<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                            March 31, 1997 and 1996
                

4.  Bonds Payable (continued)

                               Face                                              Bonds Outstanding
                            of Bonds        Interest     Maturity         December 31,       March 31,
Series     Issued         at Issue          Rate         Date               1996                1997
----------------------------------------------------------------------------------------------------------
 1994C      03/24/94           10,000,000     6.500     03/31/2025     $    9,453,000     $    9,248,000
 1994D      05/26/94           19,500,000     7.400     05/31/2025         16,895,000         16,398,000
 1994E      05/26/94           13,950,000     7.500     05/31/2025         12,169,000         11,917,000
 1994F      06/23/94           16,000,000     7.300     06/30/2025         13,842,000         13,698,000
 1994G      07/28/94           16,500,000     7.125     07/31/2025         14,236,000         13,872,000
 1994H      07/28/94           24,150,000     7.500     07/31/2025         21,904,000         21,477,000
 1994I      08/25/94           16,050,000     7.500     08/31/2025         13,986,000         13,692,000
 1994J      09/29/94           18,600,000     7.500     09/30/2025         16,330,000         15,845,000
 1994K      11/23/94           15,000,000     8.000     11/30/2025         12,467,000         12,220,000
 1994L      12/28/94           15,000,000     8.100     12/31/2025         12,260,000         11,941,000
 1994M      12/28/94           16,500,000     8.000     12/31/2025         13,156,000         12,704,000
 1995A      02/23/95            8,000,000     8.000     02/28/2026          6,823,000          6,589,000
 1995B      03/30/95           21,000,000     7.500     03/31/2026         18,225,000         17,775,000
 1995C      05/25/95            9,225,000     7.100     05/31/2026          8,741,000          8,438,000
 1996A      04/25/96           12,500,000     7.000     04/30/2027         12,371,000         12,316,000
 1996B      05/30/96           15,500,000     7.000     05/31/2027         15,372,000         15,304,000
 1996C      09/26/96            9,000,000     7.100     09/30/2027          8,975,000          8,933,000
                      ----------------------                        --------------------------------------

                         $  1,359,791,000                              $  418,427,000      $ 410,678,000
                      ======================                        ======================================
</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, 1997


     As of March 31, 1997,  the Company has completed the issuance of ninety-one
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  March 31, 1997 the Company  has  exercised  its option to redeem 60
Series of Its  GNMA-Collateralized  Bonds (Series 1985A  through  1991J).  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 that
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

     (a) Report on Form 8K for item 2 - See  Report  dated  April 24,  1997 for
         purchase of securities and issuance of Series 1997A
 <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 6, 1997


<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 Statemnt (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.