SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C.  20549
                                              
    
                        FORM 10-K
    
[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES
                   EXCHANGE ACT OF 1934
        For the Fiscal Year Ended:  December 31, 1995
                            or
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
           For the Transition Period from      to
    
              Commission File Number: 0-8615
        BUSINESS RECORDS CORPORATION HOLDING COMPANY
   (Exact name of registrant as specified in its charter)
    
               Delaware                   75-1533071     
     (State or other jurisdiction of   (I.R.S. Employer  
      incorporation or organization)  Identification No.)
    
                1111 West Mockingbird Lane
                        Suite 1400
                       Dallas, Texas              75247  
     (Address of principal executive offices)  (Zip Code)
    
   Registrant's telephone number, including area code: (214)688-1800

   Securities registered pursuant to Section 12(b) of the Act:  None
   Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                                               $0.10 par value
    
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 periods 
that the registrant was required to file such reports) and (2) has been 
subject to such filing requirements for the past 90 days.  Yes [x] No [ ]
    
Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrants' knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K. [ ]
    
As of March 22, 1996, the aggregate market value of the voting stock held 
by nonaffiliates of the registrant was $180,315,726.  As of March 22, 
1996, the number of shares outstanding of common stock of the registrant 
was 6,461,603.
                       _____________________________
        
<PAGE>P-2
The following document is incorporated by reference into the indicated parts 
of this Annual Report to the extent specified in such parts:
    
        Part III of this Annual Report incorporates by reference information 
in the Proxy Statement for the Annual Meeting of Stockholders of Business 
Records Corporation Holding Company to be held on May 16, 1996.
    
PART I
    
Item 1. Business.
    
HISTORICAL BACKGROUND
    
Business Records Corporation Holding Company, a Delaware corporation (the 
"Company"), provides a variety of information management and data processing 
products and services to local governments and healthcare institutions 
principally through two wholly-owned subsidiaries: Business Records 
Corporation, Inc. ("BRC") and BRC Health Care, Inc. ("BRC Health Care").  BRC 
Health Care was formerly known as CMSI, Inc. and is referred to herein as 
"CMSI" for time periods inclusive of and prior to May 1993.
    
The Company was originally organized as Cronus Industries, Inc. in September 
1976.  In the years following its inception, the Company acquired and operated 
several divisions in a diverse number of industries.  In 1983, the Company 
acquired BRC.
    
From 1984 through 1987, the Company's BRC subsidiary expanded its operations 
through numerous acquisitions of small, privately-held corporations.  BRC 
focused its acquisitions on businesses which provided information systems and 
services to county and local governments.  The corporations acquired by BRC 
generally provided products associated with land records indexing and 
micrographic reproduction, election systems and supplies, and governmental
software.
    
During 1986 and 1987, the Company divested all its then existing operating 
subsidiaries other than BRC.  In May of 1990, the Company changed its name 
from Cronus Industries, Inc. to Business Records Corporation Holding Company.
   
In recent years, the Company has expanded its strategic focus from its prior 
focus of providing information management services to providing a broader 
range of specialized information products and services.  In particular, BRC 
began developing marketing programs, methodologies and personnel to provide 
information systems outsourcing and related data processing services to local 
governments.  
 
As a part of its efforts to enter the information systems outsourcing market, 
the Company consummated the acquisition of CMSI, a privately-held Oregon 
corporation, on May 14, 1993.  CMSI was formed in 1970 and had grown since 
that time primarily through providing information systems outsourcing 
services, consulting services and other management services to local 
governments and healthcare institutions.  In August 1995, CMSI's name was 
changed to BRC Health Care, Inc.

<PAGE>P-3
PRODUCTS AND SERVICES
    
The Company's information management and data processing products and services
can be classified into four major categories: Technology Outsourcing Services,
Election Products and Services, Governmental Records Management, and Other 
Products and Services.  The majority of these products and services are 
distributed on a direct basis using several regional marketing organizations.  
In addition to these direct sales organizations, the Company also sells 
certain binders and local government office supplies through a distributor 
network and a telemarketing organization.
    
Technology Outsourcing Services
    
The Company provides a variety of technology outsourcing services and related 
products.  These include on-site resource management, strategic planning, 
remote data processing and a variety of implementation services.  In addition 
to these services, the Company also provides its customers with certain 
related proprietary software.

When providing on-site resource management, the Company typically enters 
multi year contracts with customers to provide direct management of a client's
information systems department.  These contracts usually involve the Company's 
hiring of a client's information systems personnel and the assumption of 
responsibility for a client's ongoing information systems operations.  In some
cases, the Company will also acquire a client's computer equipment.
 
Under on-site resource management contracts, the Company assumes the role of a
client's information systems department during the term of the contract.  
Among other things, the Company will operate and maintain a client's 
information management systems, including centralized data processing systems,
local area networks and personal computers.  The Company's employees, in such
an arrangement, will work within a client's facility, providing essentially
the same function as the client's former in-house information management 
personnel.  In addition, the Company's personnel typically work with a 
client's senior management through a strategic planning process to determine
the objectives and requirements which the institution has for its information
systems department.  Then, pursuant to this plan, the Company will execute a
number of tasks to fulfill the client's objectives.  These tasks may involve
providing assistance in the selection of new hardware and software, assisting
in changes to existing software and undertaking other related activities which
affect the performance of the information systems department.

The Company's on-site resource management contracts are typically negotiated
multi-year, fixed fee arrangements with provisions for annual inflation
adjustments.  In addition, however, the Company often undertakes special
projects on the client's behalf on a time and materials, or project fee basis.
 
In addition to on-site resource management, the Company also provides remote
data processing services to certain customers from data centers it owns and
operates.  In most cases, these data centers provide processing capacity for
non-proprietary applications which are specific to the client's industry.
However, the Company is currently undertaking an effort to market remote
processing of its proprietary software to local governments.
  
<PAGE>P-4
The Company also offers for license, or relies upon, certain specialized 
proprietary software packages.  The Company provides claims processing 
software and services to HMO third party administrators, indemnity insurance
carriers and prepaid dental health plans.  The Company relies on one of two
proprietary claims management systems in providing these services.  The
Company also provides HealthCare customers an automated emergency department
system.  This system assists emergency departments in the triage, clinical
order processing, charting, and charge capture activities of the emergency
room.  Additionally, the Company provides specialized software to assist
manufacturers and retailers of eyewear.   The Company also provides a variety
of specialized software to assist local and county governments in automating
financial, public protection, tax assessment and tax collection information
systems processing functions. 
 
Technology outsourcing services constituted 49% of the Company's revenues 
during 1995 as compared to 43% and 38% during 1994 and 1993, respectively.  
 
Election Products and Services
    
The Company provides a variety of election products and services including
integrated election systems, ballots, election supplies, election coding 
services and election night support services to governmental election 
jurisdictions for use in conducting elections for public office.
  
The Company offers hardware systems which record and tabulate votes at 
precinct and central count locations.  Optical scan and punch card systems 
comprise the primary election systems offered by the Company.  Optical scan
systems allow voters to use a pencil to mark their choices directly on their
ballot card.  Punch card systems require voters to indicate choices by using a
specialized stylus to punch their choices onto a ballot.  More advanced punch
card and optical scan systems involve the integration of a microcomputer
tabulation system to coordinate and report summaries of various precinct
results.  Improved voter ease, security and speed of tabulation are major 
advantages offered by the Company's voting equipment.
  
To assist in the administrative and management functions of the election
process, the Company provides certain voter registration, election reporting
and other election management systems.  The Company's voter registration
systems have been designed to address the requirements of the National Voter
Registration Act of 1993 as well as to provide other specialized functions and
features necessary for the voter registration process.
 
As a part of its election products and services, the Company currently
provides printing services for county governments and election jurisdictions.
These printing services include ballot printing, legal form printing and other
supplies, including a complete "precinct kit" which contains all supplies and
forms necessary for conducting an election.  The Company also provides a 
variety of election coding (programming) services and equipment rental 
options.  Additionally, the Company provides training for poll workers and 
voting judges and election night support in the form of technicians, backup
equipment or telephone support to customers.
 
In the ordinary course of business, the Company holds patents and trademarks
in association with major election products which it manufactures.  None of
these patents and trademarks are material to the Company's business as a whole.
 
Election products and services accounted for approximately 23%, 30% and 25%  
of the Company's total revenues for 1995, 1994, and 1993, respectively.
    
<PAGE>P-5
Governmental Records Management
    
County and municipal governments are responsible for recording and indexing 
real property transactions.  Typically, these governmental entities have 
relied upon manual methods to record deeds and other title documents and to 
maintain alphabetical indexes of transactions.  The Company provides 
microfilm, optical recording and computer indexing services to counties and 
municipal governments to organize and automated the recording and indexing of
deeds, real property liens and other legal documents.
    
The Company provides two types of computerized indexing services: data entry
performed by customers using the Company's microcomputers in the customers' 
offices and data entry performed by Company personnel at centers operated by
the Company.  With each type of indexing service, the Company provides 
periodic updates for each customer using mainframe computers located in 
Dallas, Texas and Syracuse, New York.
 
The Company also provides record re-creation services to a number of 
customers.  These services provide archival-quality reprints of old records
with microfilm backup copies, thereby reducing required storage space and 
improving security in case of fire or other loss.  As part of its current 
recording and records re-creation services, the Company provides custom record
binders imprinted to the specifications of each customer.
    
Governmental records management constituted 16%, 17% and 24% of the Company's
revenues during 1995, 1994 and 1993, respectively.
 
Other Products and Services
   
In addition to providing Technology Outsourcing Services, Election Products 
and Services and Governmental Records Management, the Company also provides a
variety of other products and services.  These products and services include:
county records binders, title services and information reselling services.
  
The Company provides county records binders through its Enduro Binders 
business unit ("Enduro").  Enduro markets high-quality, custom leather records
binders through a nationwide distributor market.  These binders are typically
used by counties for the long-term storage of county records.  Enduro 
additionally markets several styles of commercial binders.
    
The Company provides certain title companies in North Central Texas with a 
variety of title plant update services.  Title companies in Texas are required
to maintain extensive files of real property data called "title plants." 
Title plants contain the information needed to perform title searches and to
underwrite title insurance policies.  The Company provides its customers with
daily updates of their title plants.  These updates are offered in various
formats including copies of each deed (or other document) and installation
in the customer's office of microcomputer-based title plant storage products.
The Company also sells title plants of certain Texas counties to firms that
need title search capabilities.
   
The Company also resells a variety of public records data to nationwide credit
bureaus and other providers of information retrieval services.
   
Other products and services accounted for 12%, 10% and 13% of the Company's 
revenues during 1995, 1994 and 1993, respectively.
   
<PAGE>P-6
CUSTOMERS
    
The majority of the Company's products and services are provided to county and
local governments throughout the United States.  In addition to governmental
organizations, the Company also provides services to hospitals, third party
administrators, indemnity insurance carriers, prepaid dental health plans,
vision care specialists and other organizations providing healthcare related
services.  The Company also provides services to title companies in North
Central Texas.
 
The Company typically enters into long-term contracts with customers for whom
it provides technology outsourcing services.  While the Company has normally
been able to manage its activities and costs under these long-term contracts
such that it has been able to fulfill contract requirements in a profitable
manner; however, due to their long-term nature and the inherent risks 
associated with changes in operating conditions, there can be no assurance
that such contracts will continue to be profitable on a prospective basis.
Certain long-term contracts with the Company's local government customers
contain clauses which enable the customer to cancel or reduce its contractual
commitment in the event that funding is not available in a given year.  While
the Company has not experienced such a termination or reduction, there can be
no assurance that such events will not occur in future periods.  For other
products and services, the Company has not historically entered into long-term
contracts with its customers.  The Company typically provides payment terms on
a contract-by-contract basis.  During 1995, 1994 and 1993, no customer 
accounted for more than 10% of the Company's revenue.
    
BACKLOG
    
As of December 31, 1995, the Company had a backlog of approximately 
$193,452,000 associated with long-term service contracts.  These contracts
typically relate to providing the Company's technology outsourcing services to
healthcare institutions and local governments.  The Company expects that 
$69,210,000 of this backlog will be provided during the year ended December
31, 1996.  The Company is unable to predict the impact, if any, on its future
revenues that may result from reductions in the budgets of government
jurisdictions.
    
INDUSTRY SEGMENTS
    
The Company considers its current operating units to operate in one industry
segment:  specialized information technology management and related products
and services.
    
COMPETITION
    
The Company's major competitors for its technology outsourcing services are 
other providers of information systems outsourcing services and certain 
providers of healthcare software.  Some of these competitors are substantially
larger and have greater resources than the Company.  The Company's major 
competitors for its other products and services are typically small, regional
providers of software products and services which may compete intensely in 
certain market areas based on price.  The Company is routinely subject to 
competitive bidding.  Management believes that the Company's competitiveness
is directly related to its ability to maintain effective pricing and service.
    
<PAGE>P-7
EMPLOYEES
    
At December 31, 1995, the Company had approximately 1,290 employees, none of
which are covered by a collective bargaining agreement.  The Company generally
has enjoyed satisfactory relations with its employees.
    
OTHER 
    
Due to the nature of its business, the Company is subject to natural cycles in
two major product and service areas.  The amount of election activity, which
is higher in "even-numbered" years due to congressional and presidential
elections, affects the volume of election products and services (see Item 7,
Management's Discussion and Analysis of Financial Condition.)  Additionally,
because the volume of real estate transactions tends to be higher from
February through October than in the months of November through January, the
revenues generated by governmental records management products and services 
are somewhat seasonal.
    
Revenues from the Company's governmental records management products and 
services are also affected by changes in the volume of nationwide real estate
transactions.  To the extent economic and other factors affect real estate
sales nationwide, the Company's revenues associated with governmental records
management products and services may be affected in a similar fashion.
    
Since the Company's manufactured products are limited, the Company has not 
been, and does not currently anticipate being, subject to materially adverse
financial effects from price inflation associated with its raw materials and
supplies purchases.
   
Raw materials used in the Company's manufacturing and other processes are 
readily available.  With the exception of inventory requirements associated 
with election services products during election years, the Company is not
required to maintain extensive investment in working capital.
    
During recent years, numerous legislative proposals have been introduced or 
proposed in Congress and in some state legislatures that would effect major 
changes in the U.S. healthcare system nationally or at the state level.
Among the proposals under consideration are cost controls on hospitals, 
insurance market reforms to increase the availability of group health 
insurance to small businesses, requirements that all businesses offer health
insurance coverage to their employees and the creation of a single government
health insurance plan that would cover all citizens.  It is not clear at this
time what proposals will be adopted, if any, or, if adopted, what effect, if
any, such proposals would have on the Company's business.  There can be no 
assurance that currently proposed or future healthcare legislation or other
changes in the administration or interpretation of governmental healthcare
programs will not have an adverse effect on the financial results or 
operations of the Company.  In addition, rapid changes are occurring in the
healthcare industry as a result of technological, economic and demographic 
change.  In general, consolidation is occurring among healthcare providers,
including hospitals, health maintenance organizations and professional
practices while healthcare cost payors, including employers and insurance
companies, are placing increasing pressure upon healthcare providers to
maintain costs.  It is not clear what effect, if any, these changes in the 
healthcare industry will have on the Company's business.  There can be no
assurance, however, that such changes will not have an adverse effect on the
financial results or operations of the Company.
  
<PAGE>P-8
During 1995 and 1994, research and development expenses did not constitute a 
material portion of the Company's expenses.  During 1993, as a part of its
acquisition of CMSI in May of 1993 (see Note 13 to the Consolidated Financial
Statements), the Company acquired in-process research and development 
associated with specialized "open-systems" software products for local
governments.  Apart from this acquisition, research and development expenses
did not constitute a material portion of the Company's expenses during 1993.
  
Item 2.  Properties.
 
As of March 1, 1996, the principal offices, plants, warehouses and shops used
by the Company, all of which are leased except as otherwise indicated in the
column captioned "Expiration Date of Lease," were as follows:
   
                         Approximate
                        Square Feet of    Expiration Date
Location                 Floor Space         of Lease         Primary Use      

Washington, Missouri         65,000       Owned               }Office and 
                                                              }processing
Birmingham, Alabama          56,520       April 30, 2002      }facilities 
                                                              }
Addison, Texas               41,000       May 31, 1998        }
                                                              }
Dallas, Texas                35,082       July 31, 2001       }Corporate 
                                                              }Headquarters 
                                                              }
Dallas, Texas                30,906       Owned               }Office and 
                                                              }processing 
Dallas, Texas                30,000       December 31, 1998   }facilities 
                                                              }
Dewitt, New York             24,280       July 14, 1998       }
                                                              }
Berkeley, California         20,000       December 31, 2000   }
                                                              }
Long Beach, California       18,600       January 31, 2000    }
                                                              }
Chicago, Illinois            15,832       December 31, 2000   }
                                                              }
St. Cloud, Minnesota         14,000       February 28, 2004   }
                                                              }  
St. Cloud, Minnesota         10,500       August 31, 2000     }
                                                              }
Portland, Oregon              8,458       September 24, 2000  }
                                                              }
Austin, Texas                 6,526       June 28, 1998       }
                                                              }
Greensboro, North Carolina    6,500       April 30, 1998      }  
                                                              }  
Berkeley, California          6,440       December 31, 1996   }  
                                                              }
Rockford, Illinois            5,960       April 30, 2000      }  
                                                              }
Washington, Missouri          5,400       Monthly             }
                                                              }

<PAGE>P-9    
                            Approximate
                          Square Feet of  Expiration Date
         Location           Floor Space      of Lease         Primary Use      

Colorado Springs, Colorado    4,000       January 31, 2000    }Office and
                                                              }processing
Milpitas, California          3,811       September 30, 2000  }facilities 
                                                              }
Sarasota, Florida             3,671       September 30, 1996  }  
                                                              }
West Palm Beach, Florida      3,553       August 31, 1998     } 
                                                              } 
Austin, Texas                 3,458       January 31, 1998    }
                                                              }
Seattle, Washington           3,456       October 31, 1996    }
                                                              }
Laguna Hills, California      2,932       January 31, 2000    }
                                                              }
Stockton, California          2,750       August 1, 1998      }
                                                              }
Parsippany, New Jersey        2,692       December 31, 1999   }
                                                              }
Glen Burnie, Maryland         1,862       Monthly             }
                                                              }
Boyers, Pennsylvania          1,500       Monthly             }
                                                              

The Company also occupies various facilities provided by its clients pursuant
to its technology outsourcing contracts, but is not subject to lease payments
or related obligations associated with such locations.
    
The Company believes that the machinery, equipment, buildings and facilities 
owned and leased by the Company are well maintained and are suitable and 
adequate for the Company's operations for the foreseeable future.  
    
Item 3.  Legal Proceedings.
 
On March 4, 1988, Claude Morgan Lewenz filed a lawsuit in the United States 
District Court for the District of Connecticut, styled Claude Morgan Lewenz 
v. DLH/INE Corporation, Business Records Corporation, Hall and McChesney, 
Inc. and Cronus Industries, Inc.  Plaintiff asserted claims of breach of 
contract, fraud, unjust enrichment and tortious interference allegedly 
arising out of the termination of his former independent sales representative
contract with DLH/INE, a company acquired by BRC in December 1987.  Plaintiff
alleged that his sales representative contract was not properly terminated. 
Plaintiff also alleged that he was fraudulently induced to execute the stock
purchase agreement whereby he and other shareholders of DLH/INE sold that 
company to BRC, by representations that his sales representative contract 
would be continued after the closing.  Plaintiff sought the recovery of 
damages of $10,000,000, preliminary and permanent injunctive relief 
reinstating him as an independent sales representative, rescission of BRC's
acquisition of DLH/INE, punitive damages, interest and attorneys' fees.

<PAGE>P-10
With respect to the above litigation, the lawsuit was tried during December 
1993 and a jury found BRC liable for breach of contract, but found in BRC's
favor on the plaintiff's other claims. A judgement of $564,000 was awarded to
the plaintiff by this jury.  BRC filed a motion for retrial and this motion
was granted by the Court in August 1994.  The Company subsequently settled
this lawsuit with the plaintiff in May 1995.  The Company had previously 
established a reserve sufficient to satisfy the costs of the original
judgement, anticipated costs of appeal, and associated legal expense.  As a
result of the settlement, the Company recorded, as other income, $823,000 
during the second quarter of 1995. 
    
The Company is also party to various other lawsuits arising in the ordinary
course of its business and does not believe that the outcome of these lawsuits
will have a material effect on the Company's financial position or results
from operations.
 
Item 4.  Submission of Matters to a Vote of Security Holders.
 
Not applicable.

PART II
  
Item 5.  Market for Registrant's Equity Stock and Related Stockholder Matters.
    
The Company's common stock, $.10 par value per share (the "Common Stock"), is
the only class of common equity of the Company and represents the only voting
securities of the Company.  As of March 22, 1996, there were approximately 
2,091 stockholders of record of the Common Stock.  The Company's Common Stock
trades on the NASDAQ Stock Market ("NASDAQ") under the symbol BRCP.

The following table provides the high and low sales quotations as reported by
NASDAQ for the Common Stock for each quarter during the two most recent 
fiscal years:
                                          Price Range             
    
                                        High         Low          

    
1995:
     First Quarter                      $ 37      $ 32 1/2
     Second Quarter                       37 1/4    32 
     Third Quarter                        43        36 
     Fourth Quarter                       40        35 3/4  
    
1994:
     First Quarter                      $ 36      $ 31 1/2
     Second Quarter                       34 1/4    29 1/2
     Third Quarter                        34 3/4    29 3/8
     Fourth Quarter                       37        31 1/4
    
The prices indicated herein reflect inter dealer prices, without retail 
markup, markdown or commission and may not necessarily represent actual
transactions.  The Company has not paid cash dividends on the Common Stock 
since its inception.  The Company has no present plans to pay cash dividends
on the Common Stock.
     
<PAGE>P-11
Item 6.  Selected Financial Data.
 
The following selected financial data presents results of the Company for each
of the previous five years ending with the year ended December 31, 1995.
These results were affected by the Company's acquisition of CMSI in May of 
1993 and have been restated to reflect the treatment of the merger of a 
wholly-owned subsidiary with Clinical Resource Systems, Inc. as a pooling of 
interests (See Note 13 to the Consolidated Financial Statements).

<PAGE>P-12
<TABLE>
<CAPTION>
                                                  Years ended December 31,                     

                                       1995      1994      1993      1992     1991      
                                     (dollars in thousands except per share data)          
<S>                                  <C>       <C>       <C>      <C>       <C>
Revenues . . . . . . . . . . . .     $134,654  $145,260  $105,232 $ 88,383  $ 76,144 
Cost of products                                                  
and services. . . . . . . . . .       97,887    97,557    70,870    56,128    51,735 
Selling, general
 and administrative. . . . . . .       23,269    26,432    23,958   19,488    18,091 
Unusual charges. . . . . . . . .          ---       ---     6,548    3,083       --- 
Equity plan expense. . . . . . .          ---       ---       ---      ---       149 
  Operating profit . . . . . . .       13,498    21,271     3,856    9,684     6,169 
Other income . . . . . . . . . .        1,283        15       110       85        29 
Interest income, net . . . . . .        3,052       665        43      997     1,211 
Income before income tax
 provision, extraordinary item
 and cumulative effect of
 change in accounting principle.       17,833    21,951     4,009   10,766     7,409 
Income tax provision . . . . . .       (7,138)   (8,562)   (1,604)  (4,164)   (2,946)
Income before extraordinary item
 and cumulative effect of change
 in accounting principle . . . .       10,695    13,389     2,405    6,602     4,463 
Extraordinary item - 
 Utilization of net operating
  loss carryforwards . . . . . .          ---       ---       ---       75       996 
Cumulative effect of change in
 accounting principle. . . . . .          ---       ---     4,352      ---       --- 
    Net income . . . . . . . . .     $ 10,695  $ 13,389   $ 6,757  $ 6,677   $ 5,459 

Earnings per share:       

  Common and common equivalent share:

Income before extraordinary item
 and cumulative effect of change
 in accounting principle . . . .     $   1.64  $   2.20  $    .49 $   1.33  $    .91 
   Extraordinary item. . . . . .          ---       ---       ---      .01       .20 
   Cumulative effect of change
    in accounting principle. . .          ---       ---       .75     ---       --- 
   Net income. . . . . . . . . .     $   1.64  $   2.20  $   1.24 $   1.34  $   1.11 

  Assuming full dilution:
Income before extraordinary item
  and cumulative effect of change
  in accounting principle. . . .     $   1.61  $   2.14  $    .50 $   1.26  $    .86 
    Extraordinary item . . . . .          ---       ---       ---      .02       .17 
    Cumulative effect of change
      in accounting principle. .          ---       ---       .68     ---       --- 
    Net income . . . . . . . . .     $   1.61  $   2.14  $   1.18 $   1.28  $   1.03 


Total assets . . . . . . . . . .     $161,979  $151,975  $135,532 $102,908  $ 90,056 
Long-term obligations. . . . . .          579     1,361     3,102       81        83 

The Company has declared no cash dividends since its inception.  See Notes to
Consolidated Financial Statements and Management's Discussion and Analysis of
Financial Condition.
</TABLE>
<PAGE>P-13
Item 7.  Management's Discussion and Analysis of Financial Condition.

GENERAL CONSIDERATIONS

Except for the historical information contained herein, the matters discussed
are forward-looking statements that involve risks and uncertainties.  
Potential risks and uncertainties include market responses to pricing actions,
continued competitive factors and pricing pressures, changes in product and 
service mix, results from litigation, the timely development and acceptance 
of new products and services, changes in customer preferences and inventory
risks due to shifts in market demand.

Results for the year 1993 were significantly affected by the Company's 
acquisition of CMSI on May 14, 1993.  In addition to the discussion of the 
effects of this acquisition provided in the section concerning results for 
1994 as compared to 1993 below, please also refer to Note 13 of the 
Consolidated Financial Statements for information concerning the material 
effects of this acquisition.

Revenues from the sales of election products and services to election 
jurisdictions for use in conducting public elections constituted approximately
23% of the Company's revenue during 1995, as compared to 30% of the Company's
revenues during 1994.  This decrease is due primarily to the cyclical decrease
in revenues from election products and services experienced during 
odd-numbered, or "non-election" years.  In addition to the normal discussion
of the Company's financial performance, a specific discussion of the effects
of this cycle is provided in this item.

On August 17, 1995, a wholly-owned subsidiary of the Company merged with 
Clinical Resource Systems, Inc.  This merger was treated as a pooling of 
interests for accounting purposes.   As such, the financial statements for
all years have been restated to reflect the combined results of the Company
and Clinical Resource Systems, Inc.  In addition to the discussion of this
acquisition provided below, please refer to Note 13 of the Consolidated
Financial Statements.
                                                           
1995 COMPARED TO 1994

Overview

Compared to the previous year, the Company's revenues decreased by $10.6
million, or 7%.  The two-year cycle in the Company's election business 
contributed greatly to this decrease.   Primarily due to the effects of
decreased revenues from its election business, the Company's operating profit
decreased by $7.8 million as compared to 1994, or 37%.  This decrease was
partially offset by $2.4 million in increased net interest income and $1.3 
million in other income.   These factors are discussed more fully below.

Revenues

The Company's revenues of $134.7 million were $10.6 million, or 7% lower than
those of the previous year.   The Company experienced decreased revenues
associated with its elections and governmental records management businesses.  
These decreases were partially offset by increased revenues associated with
technology outsourcing services and other products and services.

<PAGE>P-14
During 1995, the Company experienced a $12.6 million, or 29%, decrease in
revenues from election products and services as compared to the previous year.
The greatest contributing factor to this decrease related to a $10.7 million,
or 48%, reduction in revenues associated with election ballots and supplies. 
The Company also experienced reduced revenues associated with election
"coding" services, full service elections, election support and maintenance.
The Company's sales of election systems increased slightly when compared to
the previous year.  Sales of election systems were $12.0 million, an increase
of $0.3 million over those of 1994.

As discussed below, the Company's revenues from election products and services
are subject to substantial variation from even-numbered "election" years to 
odd-numbered "non-election" years.  During 1995, the Company's revenues were
significantly affected from a natural decrease in the number of elections held
for public office as compared to those which occurred during the previous
year.  Likewise, absent currently unforseen events, the Company anticipates a
corresponding increase in its elections revenues during 1996 as a result of
the greater number of public elections which will be held in this upcoming
"election" year.

On September 13, 1995, the Company acquired the assets of Computer Election
Systems, Inc. ("CES"), a Florida-based provider of specialized punch-card
ballots and certain of the government records management accounts of
Government Records Services, Inc. ("GRS"), located in the Southeastern United
States.  Both companies were under common ownership.  The Company acquired
these assets in exchange for certain of its Texas government records
management accounts and the receipt of $1.7 million in additional 
consideration (See also Note 13 to the Consolidated Financial Statements).
The effects of this transaction are currently anticipated to increase the
Company's revenues from punch card ballots and to reduce its revenues
associated with governmental records management.

On November 1, 1995, the Company acquired the assets of MegaLink, Inc.
("MegaLink"), a Florida-based provider of voter registration software for $2.0
million (See Note 13 to the Consolidated Financial Statements).  The Company
currently plans to modify and sell MegaLink's voter registration software in
conjunction with its other offerings of election software.

The Company's revenues from governmental records management products and
services decreased by $3.4 million or 14% when compared to the previous year.
This decrease relates primarily to a reduced number of nationwide real estate
transactions as compared to the previous year.  Since the Company relies upon
a unit pricing structure for many of its governmental records management
services, changes in national interest rates, to the extent they affect
nationwide real estate transactions, have a corresponding effect on the
Company's revenues associated with these services.   At the conclusion of
1995, the Company also discontinued its government records services to the
Office of Recorder, Cook County, Illinois ("Cook County").  This customer
accounted for $2.0 million of the Company's government records management
revenues during 1995.  Due to the comparative decrease in real estate
transactions, the effects of the CES and GRS transaction discussed above,
and the discontinuance of its services to Cook County, the Company
anticipates a continuation of the comparative decrease in revenues from
governmental records management products and services.

<PAGE>P-15
Revenues from technology outsourcing services increased $3.7 million, or 6%,
as compared to the previous year.   Revenues from the Company's healthcare
business were $41.7 million during the year.  This represents an increase
of $1.7 million, or 4%, as compared to the previous year.   Increases in
revenues associated with the Company's on-site resource management services
were the primary cause of this increase.  Revenues from the Company's on-site
resource management services to local governments were $14.9 million during
1995, an increase of $2.2 million, or 18%, over the previous year.  The
remainder of the Company's technology outsourcing revenues relate to the
sales and maintenance of general purpose governmental software packages.
These revenues decreased by $0.3 million, or 3%, as compared to the
previous year.

On August 17, 1995, the Company consummated the merger of Clinical Resource
Systems, Inc. ("CRS"), with a wholly-owned subsidiary of the Company (See Note
13 to the Consolidated Financial Statements).   Under the terms of the
agreement, the Company will issue, subject to certain escrow arrangements,
121,112 shares of its common stock in exchange for all of the recorded and
beneficial interest held by CRS security holders.  CRS develops and markets
a specialized software system for use in hospital emergency rooms which
traces a patient's progress through the hospital's critical care facility and
allows real time access to relevant patient information.  It is the Company's
plan to market this software nationwide to emergency departments wishing to
improve the administrative efficiency and cost effectiveness of their
operations.  The results of such marketing programs can not be estimated
at this time.

Revenues from other products and services increased by $1.8 million, or 12%,
during 1995.  Increases in revenues associated with the sales of tape media,
employment information, and specialized records binders contributed to the
majority of this increase.  Due to low contribution margins and lack of
consistency with other product and service offerings by the Company, the
Company discontinued its sales of tape media and employment information
during December of 1995.  These businesses accounted for a combined total of
$5.5 million of the Company's revenues from other products and services
during 1995.  The discontinuance of these businesses did not have a material
effect on the Company's operating results or financial condition during the
fourth quarter.

Expenses and Net Income

The Company's gross margin decreased from 33% during 1994 to 27% during 1995.
This decline relates primarily to a reduction in the Company's revenues from
election product sales during 1995 as compared to the previous year, without
a commensurate reduction in fixed and overhead expenses.

The most significant portion of this decrease was reflected in the Company's
gross contribution from product sales which decreased from $19.0 million, or
40% of revenues during 1994 to $11.6 million, or 31%, of revenues during 1995.
Of this $7.4 million decrease in gross profit contribution, $7.3 million
relates to decreased contribution from ballots, supplies and election
products.  The Company experienced a $10.7 million decrease in revenues from
the sales of these election products and a corresponding $3.4 million
decrease in related variable costs.   The Company's retention of personnel
and fixed property, plant and equipment related to these product areas during
the non-election year contributed greatly to these decreases in gross product
contribution and gross contribution margin percent.

<PAGE>P-16
The Company's gross contribution from services decreased from $28.7 million,
or 29% of revenues to $25.2 million, or 26% of revenues when compared to 1994.
Decreased contribution from election services contributed to $2.5 million of
this $3.5 million decrease in gross service contribution.  These decreased
election services relate primarily to reduced levels of election coding,
support and other election services and account fully for the decrease in
gross service margin percent.  For reasons similar to those discussed
pertaining to the Company's lower utilization of fixed product overheads,
reductions in services revenues were not met with corresponding reductions in
personnel and overhead expenses associated with providing those services.
The remainder of the Company's reduction in gross service contribution
relates to decreased revenues from its governmental records management
products and services.  These reductions relate to the factors discussed
in the "revenues" portion of this item.

The Company's selling, general & administrative expenses decreased by $3.2
million as compared to the previous year.  This decrease relates primarily to
reduced sales commissions associated with lower revenues from election
products and services, comparative charges to earnings of $950,000 associated
with several software licenses and proprietary software packages taken during
1994 (See Note 7 to the Consolidated Financial Statements) and other
reductions in general and administrative expenses.  As a result of these
decreased expense levels, selling, general and administrative expenses as a
percent of revenues decreased slightly from 18% during 1994 to 17% during
1995.

As a result of the foregoing factors, the Company's operating profits
decreased by $7.8 million, or 37%, as compared to the previous year.

During the year, the Company benefited from the resolution of several
litigation matters.   In particular, the Company settled its litigation
with Claude Morgan Lewenz.  This and other litigation settlements and
resolutions contributed $1.3 million to other non-operating income during
the year.  (See Note 21 to the Consolidated Financial Statements).

Interest Income and Investments

In 1995, net interest income increased by $2.4 million over 1994.  This
increase was primarily due to an increase in the Company's cash and
investment balances over that of the previous year and a reduction in the
Company's interest expense.  Total cash and cash equivalents, short-term
marketable securities, long-term marketable securities and interest-bearing
long-term installment receivables increased by $5.4 million.   The Company's
interest expense associated with its convertible exchangeable notes (the
"Notes") decreased during 1995 due to conversion of $7.7 million of the Notes
into common stock during 1994 and the remaining $1.3 million into common
stock during 1995.

Currently, the Company holds the majority of its investments in a variety of
U.S. Government treasury issues, low-risk money market instruments and 
tax-exempt municipal bonds (see also Note 2 to the Consolidated Financial
Statements).  These cash and investment balances are currently being held
for use in funding working capital, acquisitions and internal expansion.
Due to continuing increases in cash and investment balances, absent an
acquisition, share repurchase, dividend, or other use of the Company's
retained capital, the Company anticipates an increase in net interest
income during 1996.

<PAGE>P-17
Working Capital and Liquidity

During 1995, the Company's net working capital increased by $17.5 million
over 1994.   This change is due primarily to a net increase of $2.4 million
in cash, cash equivalents and short-term investments, a $3.3 million
increase in accounts receivables, a $5.8 million increase in inventories
and a decrease of $7.1 million in current liabilities.  As of December 31,
1995, the Company's total current assets were 3.7 times total current
liabilities.

The Company's cash flows from operating activities were $12.5 million during
1995, a decrease of $19.1 million, or 61%, as compared to the previous year
and $1.1 million when compared to 1993.  The primary cause for this decrease
relates to a $8.9 million change in the Company's net cash flows associated
with a reduction in accrued liabilities and a net $5.1 million decrease in
cash flows associated with increased inventories.   Changes in the Company's
accrued liabilities relate primarily to the Company's underlying two-year
election business cycle.  Increases in inventories related to the purchase
of parts and assembly of equipment associated with the Company's Optech IIIP
"Eagle" product line for use in sales  anticipated during the upcoming
"presidential election year."  (See also Note 4 to the Consolidated
Financial Statements.)

Net cash flows used in investing activities increased by $2.7 million as
compared to 1994.  This increase relates primarily to the Company's $2.0
million expenditure associated with its acquisition of MegaLink, Inc.
(See Note 13 to the Consolidated Financial Statements.)  Net cash used in
investing activities also reflects a net increase of investments in
marketable securities of $14.5 million and installment receivables of
$3.8 million.  These net investment increases reflect the Company's desire to
earn higher interest rate yields through the continual investment of cash
in either marketable interest-bearing securities or self-issued note and
lease agreements associated with sales of its products. 

Primarily due to a $9.3 million decrease in the amount of cash used to
repurchase Company stock during 1995 as compared to the previous year, net
cash provided by financing activities increased by $5.9 million over 1994.

Due to continuing positive cash flow from existing operations, generally
improved prospects for its election business associated with the 1996
presidential election year and anticipated continuing exercises of employee
stock options, the Company generally foresees continuing positive cash flows
provided by operating and financing activities during the upcoming year.

During the upcoming year, the Company may seek acquisitions or mergers to
further its strategic and financial objectives.  To the extent the Company
identifies and consummates such an acquisition or merger, the Company's cash
flows and financial position could be materially affected.  Additionally, the
Company's short-term cash flows could be affected in a materially adverse
manner in the event of an unforseen change in business conditions, material
loss associated with legal proceedings, internal expansion of operations,
or other such events.

The Company is not currently subject to any material indebtedness or aware
of any liabilities which would cause it to believe that it will be subject
to a materially adverse longer term liquidity position.  However, the
Company's long-term operating cash flows and liquidity may be subject to
materially adverse change based on the factors discussed above.

<PAGE>P-18
Due to the foregoing, and its working capital position, the Company does not
maintain any active lines of credit.

Other Items

In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-based Compensation" was issued.  This statement
requires the fair value of stock options and other stock-based compensation
issued to employees to either be included as compensation expense in the
income statement or the pro-forma effect on net income and earnings per
share of such compensation expense to be disclosed in the footnotes to the
Company's financial statements commencing with the Company's 1997 fiscal year.
The Company expects to adopt SFAS No. 123 on a disclosure basis only.  As
such, implementation of SFAS No. 123 is not expected to impact the Company's
consolidated balance sheet or income statement.

1994 COMPARED TO 1993

Overview

Compared to the previous year, the Company's revenues grew by $40.0 million,
or 38%.  The timing of the Company's acquisition of CMSI in mid-1993 and the
normal two-year cycle of the Company's election business contributed greatly
to this increase.  The Company's net income increased from $6.8 million during
1993 to $13.4 million in 1994.  A significant factor contributing to this
comparative increase in net income, as discussed below, included a pre-tax
charge to earnings during 1993 related to the acquisition of CMSI.

Revenues

The Company's revenues of $145.3 million were 38% greater than those of the
previous year.  This represents an increase of $40.0 million over 1993.

During 1994, the Company had $51.5 million in revenues from technology
outsourcing services from business units acquired as a part of the BRC Health
Care acquisition.  This compares to $30.1 million during 1993 and represents
an overall increase of $21.4 million.  Due to the fact that BRC Health Care
was acquired in May of 1993, $16.2 million of this increase relates to the
Company's recording of only seven and one-half months of the operations of
BRC Health Care during 1993.  The remaining $5.2 million represents increased
revenues from new technology outsourcing services contracts, contract
addendums and inflationary related price increases as compared to the
previous year.

The Company's revenues from election products and services increased by $17.4
million, or 66%, as compared to 1993.  Increases in sales of ballots,
supplies, election systems and software accounted for the majority of this
increase.  As discussed below, the Company's revenues from election products
and services are subject to substantial variation from odd-numbered
"non-election" years to even-numbered "election" years.  During 1994,
the Company benefited from a natural increase in the number of elections held
for public office over those which occurred during the previous year.

The Company's governmental records management revenues increased by $.5
million, or 2%, as compared to the previous year.  The Company's growth rate
in governmental records management revenues was lower than the 6% rate
experienced in 1993 due primarily to a flattening out of the nationwide
volume of real estate transactions. 

<PAGE>P-19
Revenues from the Company's other products and services increased by $.7
million over the previous year.  The strongest increases in revenues came
from the Company's sales of binders and through the resale of public records
information.

Expenses and Net Income

The Company's overall gross margin percent was consistent with the previous
year at 33%.  However, the Company's gross margin associated with products
increased from 35% to 40% and its gross margin associated with services
decreased from 32% to 29% of revenues as compared to 1994.

The Company's increase of $8.7 million in gross contribution from product
sales relates primarily to increased sales of election equipment, ballots
and supplies as compared to the previous year.  The Company's revenues from
election products increased by $15.4 million and corresponding variable costs
increased by $6.8 million, causing an increase in the Company's gross 
contribution of $8.5 million due to improved utilization of overhead expenses
associated with its election business.

The Company's gross contribution from services increased by $4.6 million over
the previous year, but its gross contribution percent decreased from 32% to
29%.  These changes relate primarily to the Company's acquisition of CMSI in
May of 1993 and the effect the timing of this acquisition had on the Company's
gross contribution and gross contribution margins.

Selling, general and administrative (SG&A) expenses as a percent of revenues
decreased from 23% during 1993 to 18% during 1994.  This decrease in SG&A
expenses as a percent of revenues is due to the substantial increase in
revenues over the previous year.  In absolute terms, the Company's SG&A
expenses increased by $2.5 million, or 10%.  This increase is primarily due
to the timing of the acquisition of CMSI during 1993, as well as increased 
commission compensation associated with higher revenues.

Current year net income also compares favorably to 1993 as a result of a $6.5
million pre-tax charge to earnings taken during 1993 primarily associated with
the Company's allocation of a portion of the purchase price for CMSI to 
purchased in-process research and development (See Note 20 to the Consolidated
Financial Statements.)

During the second quarter of 1994, in accordance with the Company's accounting
policies concerning the periodic evaluation of recoverability of intangible
assets, the Company recognized a $950,000 pre-tax charge associated with
several software licenses and proprietary software packages (See Note 7 to
the Consolidated Financial Statements.)

EFFECTS OF THE ELECTION CYCLE

Approximately 23% of the Company's revenues during 1995, and 30% during 1994,
were generated from election products and services to governmental bodies
for use in conducting elections.  The Company operates in a unique and
predictable two-year business cycle associated with its election products
and services.  Throughout the United States, a substantially larger number of
elections for public office are held in even-numbered years than in
odd-numbered years.  As a result, revenues and underlying production and
support activities for a majority of the Company's election products and
services increase dramatically in election years and correspondingly decrease
in non-election years.

<PAGE>P-20
During 1995, 1994 and 1993, revenues from election products and services were
$31.1 million, $43.7 million and $26.3 million, respectively. 

As a result of the underlying election cycle, the Company will tend to show
higher margins and resulting profits in election years, and lower margins and
resulting profits in non-election years.  When reviewing the financial
statements, the reader is encouraged to compare the Company's financial
performance on a two-year basis.

Item 8.  Financial Statements and Supplementary Data.

See Item 14(a).

Item 9.  Disagreements on Accounting and Financial Disclosure.

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Information with respect to directors and executive officers of the Company
is incorporated herein by reference to the information under the captions 
"DIRECTORS AND EXECUTIVE OFFICERS"  contained in the Proxy Statement for
the Annual Meeting of Stockholders of the Company to be held on May 16, 1996
(the "Proxy Statement").

Item 11. Executive Compensation. 

Information with respect to compensation of directors and executive officers
of the Company is incorporated herein by reference to the information under
the captions "MANAGEMENT COMPENSATION"-- Summary Compensation Table; Option
Grants During 1995 Fiscal Year; Option Exercises During 1995 Fiscal year
and Fiscal Year-End Option Values; Report of the Compensation Committee of
the Board of Directors on Executive Compensation; and Compensation of
Directors" contained in the Proxy Statement.

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

Information with respect to security ownership by persons known to the Company
to beneficially own more than five percent of the Common Stock, by each
director of the Company and by all directors and executive officers as a
group is incorporated herein by reference to the information under the
captions "PRINCIPAL STOCKHOLDERS" and "PROPOSAL ONE:  ELECTION OF DIRECTORS"
contained in the Proxy Statement.

Item 13. Certain Relationships and Related Transactions.

Information with respect to certain relationships and related transactions
is incorporated herein by reference to the information under the caption
"MANAGEMENT COMPENSATION--Certain Transactions" contained in the Proxy
Statement.

<PAGE>P-21
PART IV 

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

     (a)  1.   Financial statements
         
               Reference is made to the listing on page 25 of all financial
               statements filed as a part of this report.

          2.   Financial statement schedule 

               Reference is made to the listing on page 25 of the schedule
               filed as a part of this report.

          3.   Exhibits 

               Reference is made to the Index to Exhibits beginning on page
               49 for a list of all exhibits filed as part of this report.

     (b)  The Company did not file any current Reports on Form 8-K during the
          quarter ended December 31, 1995.

<PAGE>P-22
                           SIGNATURES 


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


                              BUSINESS RECORDS CORPORATION 
                              HOLDING COMPANY



                              By /s/ Perry E. Esping              
 
                                  Perry E. Esping,
                                  Chairman and    
                                  Chief Executive Officer

Date:  March 28, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Company in the capacities and on the date indicated. 

                                                     Date
                                             }
                                             }
/s/ Perry E. Esping                          }
Perry E. Esping,                             }
Chairman, Chief Executive Officer            }
and Director (Principal Executive Officer)   }
                                             }
                                             }
                                             }
                                             }
/s/ J. L. Morrison                           } 
J. L. Morrison                               }
President and                                }     March 28, 1996
Chief Operating Officer                      }
                                             }
                                             }
                                             }
                                             }
/s/ Thomas E. Kiraly                         }
Thomas E. Kiraly,                            } 
Chief Financial Officer                      }
(Principal Financial Officer and             }
Principal Accounting Officer)                }
                                             }                    
                                             }
                                             }
                                             }
/s/ L. D. Brinkman                           } 
L. D. Brinkman, Director                     }
                                             }
               (Signatures continued on next page) 
<PAGE>P-23            
            (Signatures continued from preceding page)            
                                             }       Date
                                             }
                                             }
                                             }
/s/ David H. Monnich                         }
David H. Monnich,                            }
Director and Member of the Audit Committee   } 
                                             }
                                             }
                                             }
                                             }
/s/ Paul T. Stoffel                          }    March 28, 1996
Paul T. Stoffel,                             } 
Director and Member of the Audit Committee   }
                                             }
                                             }
                                             }
                                             }
/s/ Robert E. Masterson                      }
Robert E. Masterson, Director                }                    
                                             }
                                             }
                                             }
<PAGE>P-24   
   
         BUSINESS RECORDS CORPORATION HOLDING COMPANY AND
                          SUBSIDIARIES


                CONSOLIDATED FINANCIAL STATEMENTS

           FOR INCLUSION IN ANNUAL REPORT ON FORM 10-K 
                   YEAR ENDED DECEMBER 31, 1995


<PAGE>P-25

         BUSINESS RECORDS CORPORATION HOLDING COMPANY AND
                          SUBSIDIARIES

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                 AND FINANCIAL STATEMENT SCHEDULE
                          [Item 14(a)]
                                                          Page   

     Consolidated statements of income for each
     of the three years ended December 31, 1995. . .       26    

     Consolidated balance sheets as of December 31, 
     1995 and 1994 . . . . . . . . . . . . . . . .         27    

     Consolidated statements of changes in
     shareholders' equity for each of the three
     years ended December 31, 1995 . . . . . . . . .       28    

     Consolidated statements of cash flows
     for each of the three years ended
     December 31, 1995 . . . . . . . . . . . . . . .       29    

     Notes to consolidated financial statements. . .       30    

     Report of Independent Accountants - 
     Price Waterhouse LLP. . . . . . . . . . . . . .       47    

     Financial statement Schedule II-Valuation and 
     Qualifying Accounts for the three years ended
     December 31, 1995 . . . . . . . . . . . . . . .       48    



All other schedules are omitted, since the required information is not present
or is not present in amounts sufficient to require submission of the schedule,
or because the information required is included in the financial statements
and notes thereto.

<PAGE>P-26
               BUSINESS RECORDS CORPORATION HOLDING COMPANY AND
                                SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
                                                                  
                                                Years ended December 31,
                                              1995         1994         1993    
Revenues

Products . . . . . . . . . . . . . . .  $ 37,161,000 $ 47,189,000 $ 29,135,000
Services . . . . . . . . . . . . . . .    97,493,000   98,071,000   76,097,000
                                         134,654,000  145,260,000  105,232,000
Costs and expenses                     
Cost of products . . . . . . . . . . .    25,553,000   28,160,000   18,830,000
  Cost of services . . . . . . . . . .    72,334,000   69,397,000   52,040,000
  Selling, general and administrative.    23,269,000   26,432,000   23,958,000
  Unusual charges (Note 20). . . . . .           ---          ---    6,548,000
                                         121,156,000  123,989,000  101,376,000

Operating profit . . . . . . . . . . .    13,498,000   21,271,000    3,856,000
Other income (Note 21) . . . . . . . .     1,283,000       15,000      110,000
Interest income. . . . . . . . . . . .     3,480,000    1,718,000    1,460,000
Interest expense 
  (Including $33,000 in 1995, $436,000
  in 1994 and $925,000 in 1993
  to a related party). . . . . . . . .      (428,000)  (1,053,000)  (1,417,000)

Income before income tax provision,
  extraordinary item and
  cumulative effect of change in
  accounting principle . . . . . . . .    17,833,000   21,951,000    4,009,000
Income tax provision (Note 18) . . . .    (7,138,000)  (8,562,000)  (1,604,000)

Income before extraordinary item
  and cumulative effect of change
  in accounting principle. . . . . . .    10,695,000   13,389,000    2,405,000
Cumulative effect of change
  in accounting principle. . . . . . .           ---          ---    4,352,000
Net income . . . . . . . . . . . . . .  $ 10,695,000 $ 13,389,000  $ 6,757,000

Earnings per share (Note 19)
  Common and common equivalent share
    Income before extraordinary item
      and cumulative effect of change
      in accounting principle. . . . .  $       1.64 $       2.20  $       .49
    Cumulative effect of change        
      in accounting principle. . . . .           ---          ---          .75
                                        $       1.64 $       2.20  $      1.24
  Assuming full dilution
    Income before extraordinary item
      and cumulative effect of change
      in accounting principle. . . . .  $       1.61 $       2.14  $       .50
    Cumulative effect of change
      in accounting principle. . . . .           ---          ---          .68
                                        $       1.61 $       2.14  $      1.18

See Notes to Consolidated Financial Statements.  

<PAGE>P-27
               BUSINESS RECORDS CORPORATION HOLDING COMPANY AND 
                                SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                                                  
            
                                                         December 31,      
                                                     1995            1994   
                              ASSET
Current assets
  Cash and cash equivalents. . . . . . . . . .  $ 10,059,000    $21,946,000 
  Short-term marketable
    securities (Note 2). . . . . . . . . . . .    28,299,000     14,022,000 
  Accounts and notes receivable, net of 
    allowance for doubtful accounts of 
    $1,094,000 in 1995 and $1,345,000 
    in 1994 (Note 3) . . . . . . . . . . . . .    29,582,000    26,245,000 
  Inventories (Note 4) . . . . . . . . . . . .    11,750,000     5,967,000 
  Deferred tax asset (Note 18) . . . . . . . .     4,980,000     7,668,000 
  Other current assets . . . . . . . . . . . .     3,195,000     1,616,000 
    Total current assets . . . . . . . . . . .    87,865,000    77,464,000 

Property, plant and equipment, 
  at cost (Note 5) . . . . . . . . . . . . . .    59,022,000    59,456,000 
  Less accumulated depreciation. . . . . . . .    42,141,000    41,384,000 
                                                  16,881,000    18,072,000 

Long-term marketable securities (Note 2) . . .     7,891,000     8,278,000 
Long-term installment receivables (Note 6) . .    10,194,000     6,815,000 

Purchased software and databases, net (Note 7)     4,049,000     2,883,000 
Goodwill and related intangibles, net (Note 8)    33,414,000    36,399,000 
Other assets, net (Note 9) . . . . . . . . . .     1,685,000     2,064,000 
                                                $161,979,000  $151,975,000 

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable . . . . . . . . . . . . . .  $  3,326,000 $   3,271,000 
  Accrued liabilities (Note 10). . . . . . . .    19,543,000    22,497,000 
  Income tax payable . . . . . . . . . . . . .           ---     2,099,000 
  Current portion of notes
    and capital leases (Note 11) . . . . . . .       793,000     1,523,000 
  Convertible exchangeable notes to
    officer/director (Note 11) . . . . . . . .           ---     1,333,000 
    Total current liabilities. . . . . . . . .    23,662,000    30,723,000 

Long-term notes
  and capital leases (Note 11) . . . . . . . .       579,000     1,361,000 
Deferred tax payable (Note 18) . . . . . . . .     3,920,000     4,736,000 
Other noncurrent liabilities . . . . . . . . .           ---        29,000 
Commitments and contingencies (Note 12). . . .           ---           --- 

Shareholders' equity (Notes 15 and 16)
  Preferred stock, $10.00 par value; 2,000,000  
    shares authorized, none issued . . . . . .           ---           --- 
  Common stock, $.10 par value; 10,000,000
    shares authorized, 6,449,870 shares issued 
    and outstanding in 1995 and 6,088,878 
    shares issued and outstanding in 1994. . .       645,000       618,000 
  Additional paid-in capital . . . . . . . . .    57,702,000    52,612,000 
  Retained earnings. . . . . . . . . . . . . .    75,471,000    64,776,000 
  Treasury stock (Note 16) . . . . . . . . . .           ---    (2,880,000)
    Total shareholders' equity . . . . . . . .   133,818,000   115,126,000 
                                                $161,979,000  $151,975,000 

See Notes to Consolidated Financial Statements.         

<PAGE>P-28
<TABLE>                            
<CAPTION>
            BUSINESS RECORDS CORPORATION HOLDING COMPANY AND 
                             SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'EQUITY

                                      Common 
                                      Stock    Additional 
                                     $.10 par   Paid-In      Retained     Treasury
                                      Value     Capital      Earnings      Stock  

<S>                               <C>         <C>         <C>          <C>
Balance at January 1, 1993 . . .  $   499,000  34,811,000   44,630,000  (2,391,000)

  Net income . . . . . . . . . .          ---         ---    6,757,000         --- 
  Exercise of stock options. . .       14,000     956,000          ---   2,522,000 
  Stock option tax benefits. . .          ---   1,328,000          ---         --- 
  Convertible exchangeable
    notes converted. . . . . . .        7,000     993,000          ---         --- 
  Purchase of common stock
    for treasury (Note 16) . . .          ---         ---          ---    (211,000)

Balance at December 31, 1993 . .      520,000  38,088,000   51,387,000     (80,000)

  Net income . . . . . . . . . .          ---         ---   13,389,000         --- 
  Exercise of stock options. . .       43,000   1,758,000          ---   7,450,000 
  Stock option tax benefits. . .          ---   5,154,000          ---         --- 
  Convertible exchangeable
    notes converted. . . . . . .       55,000   7,612,000          ---         --- 
  Purchase of common stock
    for treasury (Note 16) . . .          ---         ---          ---  10,250,000)

Balance at December 31, 1994 . .      618,000  52,612,000   64,776,000  (2,880,000)

  Net income . . . . . . . . . .          ---         ---   10,695,000         --- 
  Exercise of stock options. . .       17,000   1,960,000          ---   3,858,000 
  Stock option tax benefits. . .          ---   1,807,000          ---         --- 
  Convertible exchangeable
    notes converted. . . . . . .       10,000   1,323,000          ---         --- 
  Purchase of common stock
    for treasury (Note 16) . . .          ---         ---          ---    (978,000)

Balance at December 31, 1995 . .  $   645,000 $57,702,000 $ 75,471,000 $       --- 

See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>P-29
<TABLE>                            
<CAPTION>
          BUSINESS RECORDS CORPORATION HOLDING COMPANY 
                      AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                         Years ended December 31,          
                                                      1995           1994           1993    
<S>                                              <C>             <C>            <C>
Cash flows from operating activities
 Net income. . . . . . . . . . . . . . . . . . . $ 10,695,000    $ 13,389,000   $ 6,757,000 
 Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation and amortization . . . . . . .   10,684,000      11,126,000     8,086,000 
     (Gain) loss on sale of assets . . . . . . .     (468,000)        (19,000)     (138,000)
     Unusual charges . . . . . . . . . . . . . .          ---             ---     6,548,000 
     Deferred income tax . . . . . . . . . . . .          ---             ---    (3,790,000)
     Changes in assets and liabilities:
       (Increase) decrease in accounts
         and notes receivable. . . . . . . . . .   (1,202,000)      1,339,000    (2,895,000)
       (Increase) decrease in inventories. . . .   (5,783,000)       (692,000)     (166,000)
       (Increase) decrease in other assets . . .    1,904,000       1,529,000    (1,743,000)
       Increase (decrease) in accounts payable .       55,000        (574,000)    1,566,000 
       Increase (decrease) in other liabilities.   (3,405,000)      5,448,000      (712,000)
  Total adjustments. . . . . . . . . . . . . . .    1,785,000      18,157,000     6,756,000 
Net cash provided by operating activities. . . .   12,480,000      31,546,000    13,513,000 

Cash flows from investing activities
  Capital expenditures . . . . . . . . . . . . .   (7,612,000)     (6,920,000)   (5,968,000)
  Marketable securities purchased. . . . . . . .  (37,782,000)    (28,237,000)   (1,716,000)
  Marketable securities redeemed . . . . . . . .   23,317,000      12,923,000     5,099,000 
  Proceeds from sale of business units . . . . .      200,000          40,000       549,000 
  Acquired businesses (Note 13). . . . . . . . .   (2,000,000)            ---   (35,486,000)
  Proceeds from sale of assets . . . . . . . . .          ---         340,000       170,000 
  Additions to installment receivables . . . . .   (7,389,000)     (4,754,000)   (4,058,000)
  Proceeds from installment receivables. . . . .    3,554,000       1,586,000     1,244,000 
Net cash used in investing activities. . . . . .  (27,712,000)    (25,022,000)  (40,166,000)

Cash flows from financing activities
  Principal payments on notes and capital leases   (1,512,000)     (1,595,000)   (3,217,000)
  Issuance of common stock . . . . . . . . . . .    5,835,000       9,251,000     3,493,000 
  Repurchases of stock . . . . . . . . . . . . .     (978,000)    (10,250,000)     (211,000)
Net cash provided by (used in) 
  financing activities . . . . . . . . . . . . .    3,345,000      (2,594,000)       65,000 
Increase (decrease) in cash and cash equivalents  (11,887,000)      3,930,000   (26,588,000)
Cash and cash equivalents at beginning of year .   21,946,000      18,016,000    44,604,000 
Cash and cash equivalents at end of year . . . . $ 10,059,000    $ 21,946,000  $ 18,016,000 

Supplemental disclosures - Cash payments for income taxes in 1995, 1994 and 1993 were $6,900,000, 
$1,556,000 and $2,636,000, respectively.  Cash payments for interest in 1995, 1994 and 1993 were 
$428,000, $1,000,000 and $1,445,000, respectively.

In 1995, 95,238 shares of common stock were issued to a related party upon the conversion of 
$1,333,333 of the Company's 10% convertible exchangeable notes.  In 1994, 547,618 shares of common 
stock were issued to a related party upon the conversion of $7,666,666 of the Company's 10% 
convertible exchangeable notes.  In 1993, 71,429 shares of common stock were issued to a related 
party upon conversion of $1,000,000 of the Company's 10% convertible exchangeable notes.

See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>P-30
            BUSINESS RECORDS CORPORATION HOLDING COMPANY
                        AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     
1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     
Principles of consolidation - The accompanying financial statements include
the accounts of Business Records Corporation Holding Company ("BRCHC") and
subsidiaries, hereafter referred to as the "Company."  BRCHC operates through
its wholly-owned subsidiaries, Business Records Corporation ("BRC") and BRC
Health Care, formally known as CMSI.  All significant intercompany
transactions and balances have been eliminated.
     
Use of estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires the Company to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.
     
Cash and cash equivalents - For purposes of the statements of cash flows,
cash and cash equivalents include short-term liquid investments purchased
with remaining maturities of three months or less.
     
Marketable securities - Pursuant to Statement of Financial Accounting
Standards  No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," the Company's short- and long-term marketable equity securities
are classified as held to maturity and are carried at amortized portfolio
cost.
     
Inventories - Inventories are carried at the lower of cost (first-in, 
first-out method) or market.
     
Property, plant and equipment - Depreciation and amortization of property,
plant and equipment, owned or leased, for financial statement purposes are
provided by the straight-line method over estimated useful lives ranging
from 5 to 25 years for buildings and leasehold improvements, from 3 to 15
years for machinery and equipment, from 3 to 4 years for microcomputer
equipment and from 3 to 5 years for mainframe computer equipment. 
     
Purchased software and databases - Purchased software and databases reflect
the cost of acquired software, software licenses and databases.  Purchased
software is amortized by straight-line method over 5 to 7 years.  Capitalized
costs of databases and title plants are amortized over their estimated lives
of 20 years.
     
<PAGE>P-31
Goodwill and related intangibles - Goodwill and related intangibles reflect
the acquired cost of goodwill, customer lists and other items usually
resulting from acquisitions accounted for using the purchase method.  These
intangible assets are amortized by the straight-line method over the
estimated period to be benefited by the acquisition ranging from five to
twenty-five years.  The Company has adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of," effective January 1,
1995.  The carrying value of long-lived assets, including goodwill, is
evaluated whenever changes in circumstances indicate the carrying amount
of such assets may not be recoverable.  In performing such review for
recoverability, the Company compares the expected future cash flows to the
carrying value of long-lived assets and identifiable intangibles.  If the
anticipated discounted future cash flows are less than the carrying amount
of such assets, the Company recognizes an impairment loss for the difference
between the carrying amount of the assets and their estimated fair value.
     
Revenue recognition - It is the Company's policy to recognize revenues when
its products are shipped or services are performed.  In the event that a
particular contract requires a right of return, the Company does not
recognize revenue until such right lapses.  Depending on the nature of the
Company's contracts, certain long-term contracts are recognized on a
percentage-of-completion basis.  Under such contracts, earned revenue is
based on the percentage that incurred costs to date bear to total estimated
costs after giving effect to the most recent estimates of total costs.
Losses expected to be incurred on contracts in process are recognized as
soon as such losses are known.  Percentage-of-completion contracts have not
constituted a material portion of the Company's revenues for the periods
presented.
     
Deferred revenues - Advance billings for services are deferred and recorded
as revenue in the period in which the related services are rendered.
     
Income taxes - Income taxes are presented pursuant to Statement of Financial
Accounting Standard No. 109 (SFAS No. 109), "Accounting for Income Taxes."
In 1993, the Company adopted SFAS No. 109.  The effect of the implementation
of SFAS No. 109 was to increase net income by $4,352,000 in 1993 (See Note
18 to the Consolidated Financial Statements).
     
Accounting for stock-based compensation - In October 1995, Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123") was issued.  This statement requires the
fair value of stock options and other stock-based compensation issued to
employees to either be included as compensation expense in the income
statement or the pro-forma effect on net income and earnings per share of
such compensation expense to be disclosed in the footnotes to the Company's
financial statements commencing with the Company's 1997 fiscal year.  The
Company expects to adopt SFAS No. 123 on a disclosure basis only.  As such,
implementation of SFAS No. 123 is not expected to impact the Company's
consolidated balance sheet or statement of income.
     
<PAGE>P-32
2.   MARKETABLE SECURITIES
     
Marketable securities are classified as held to maturity and are carried at
amortized portfolio cost.  The cost of these securities is adjusted for
amortization of premiums and accretion of discounts over the estimated life
of the underlying security.  Such amortization and accretion are included in 
interest income.  The Company invests primarily in government and corporate
fixed income securities.  Realized gains and losses on the sale of investments
are determined on a specific identification basis and are included in the
Consolidated Statements of Income.
     
                                                  1995                       
     
                                             Gross          
                                Amortized  Unrealized  Unrealized     Fair 
Dollars in Thousands              Cost       Gains       Losses       Value  
     
State and municipal bonds . .   $  22,477 $      144   $     495    $  22,126  
U.S. Government Treasury
   Notes. . . . . . . . . . .      13,445         71         ---       13,516
Other investments . . . . . .         268        ---         ---          268
                                $  36,190 $      215   $     495    $  35,910
     
     
                                                  1994                       
     
                                             Gross     
                                Amortized  Unrealized  Unrealized     Fair 
Dollars in Thousands              Cost       Gains       Losses       Value  
     
State and municipal bonds . .   $  22,177  $       5   $      90    $  22,092
U.S. Government Treasury
   Notes. . . . . . . . . . .         105        ---           2          103
Other investments . . . . . .          18        ---         ---           18
                                $  22,300  $       5   $      92    $  22,213
     
The contractual maturities of debt securities at December 31, 1995 are as 
follows (in thousands):
      
                                           Amortized        Fair
                                             Cost           Value  
     
          Due within one year . . . . .     28,299          27,949 
     
          Due after one year through
            five years. . . . . . . . .      7,891           7,961
                                         $  36,190       $  35,910
     
<PAGE>P-33     
3.   ACCOUNTS AND NOTES RECEIVABLE
     
Accounts and notes receivable include the current portion of long-term notes
of $4,806,000 and $3,896,000 for 1995 and 1994, respectively.
     
Accounts and notes receivable include employee receivables of $1,076,000 and 
$644,000 for 1995 and 1994, respectively.
     
4.   INVENTORIES
                                                 1995            1994   
     
        Finished goods . . . . . . . . . .   $ 4,187,000     $ 2,779,000
        Work in progress . . . . . . . . .     3,023,000       1,355,000
        Raw materials and supplies . . . .     4,540,000       1,833,000
                                             $11,750,000     $ 5,967,000
     
5.   PROPERTY, PLANT AND EQUIPMENT
                                                 1995            1994   
     
        Land . . . . . . . . . . . . . . .   $   294,000     $   294,000
        Buildings and leasehold
          improvements . . . . . . . . . .     6,675,000       6,011,000
        Machinery and equipment. . . . . .    52,053,000      53,151,000
                                             $59,022,000     $59,456,000
     
For 1995, 1994 and 1993, the Company incurred depreciation expense of 
$7,385,000, $7,557,000, and $5,688,000, respectively.
     
6.   LONG-TERM INSTALLMENT RECEIVABLES
     
Long-term installment receivables generally relate to the sale of certain 
assets, products and services.  These receivables range in length from 3 to 6
years and bear interest at rates ranging from 4 to 11 percent.  The carrying
value of these receivables approximates the market value at December 31, 1995.
     
7.   PURCHASED SOFTWARE AND DATABASES                         

                                                     1995            1994 

        Software, net of accumulated
          amortization of $5,797,000 in
          1995 and $5,597,000 in 1994. . . . .   $ 1,930,000     $   445,000
        
        Software licenses, net of accumulated
          amortization of $322,000 in 1995
          and $205,000 in 1994 . . . . . . . .       548,000         665,000

        Databases, net of accumulated
          amortization of $2,482,000 in 1995
          and $2,280,000 in 1994 . . . . . . .     1,571,000       1,773,000
                                                 $ 4,049,000     $ 2,883,000
     
During the second quarter of 1994, in accordance with the Statement of 
Financial Accounting Standards No. 86, the Company charged $950,000 against 
earnings due to an assessment of the unamortized capitalized costs associated
with several software licenses and proprietary software packages as compared
to their net realizable value.
     
<PAGE>P-34
8.   GOODWILL AND RELATED INTANGIBLES                           
                                                     1995            1994 
        Goodwill, net of accumulated  
          amortization of $5,004,000 in
          1995 and $3,636,000 in 1994. . . . .  $ 23,718,000     $ 25,502,000
     
        Customer lists, net of accumulated
          amortization of $2,687,000 in
          1995 and $2,243,000 in 1994. . . . .     8,703,000        9,609,000
     
        Other items, net of accumulated
          amortization of $858,000 in
          1995 and $564,000 in 1994. . . . . .       993,000        1,288,000
                                                $ 33,414,000     $ 36,399,000
     
9.   OTHER ASSETS 

                                                     1995            1994   
     
        Noncompetition agreements, net
          of accumulated amortization of
          $1,483,000 in 1995 and $1,015,000
          in 1994. . . . . . . . . . . . . . .  $  1,309,000     $  1,423,000
     
        Other, net of accumulated
          amortization of $281,000 in 1995
          and $279,000 in 1994 . . . . . . . .       376,000          641,000
                                                $  1,685,000     $  2,064,000
     
Noncompetition agreements are amortized over the term of the underlying 
agreements which range from one to five years.
     
     
10.  ACCRUED LIABILITIES
                                                     1995            1994   
     
        Deferred revenues. . . . . . . . . . .  $ 10,973,000     $  9,153,000
        Salaries and benefits. . . . . . . . .     3,679,000        4,236,000
        Other accrued liabilities. . . . . . .     4,891,000        9,108,000
                                                $ 19,543,000     $ 22,497,000
<PAGE>P-35
11.  NOTES AND CAPITAL LEASES
                                                     1995            1994   
     
        Notes
     
        10% convertible exchangeable
          notes to officer/director. . . . . .  $        ---     $  1,333,000
     
        Capital Leases
     
        7% lease payable to customer related 
          to acquisition of computer equipment 
          and related contract concession, 
          maturing through 1997. . . . . . . .  $    462,000     $  1,426,000
     
        7% lease payable to vendor providing 
          certain software licenses, maturing
          through 1997 . . . . . . . . . . . .       598,000          844,000
     
        Miscellaneous capital leases related 
          to equipment with rates of 5% to 
          10%, maturing through 1998 . . . . .       312,000          528,000
     
        Miscellaneous capital leases related 
          to automobiles with rates of 7% to 
          11%, maturing through 1996 . . . . .           ---           86,000
     
        Total capital leases . . . . . . . . .   $ 1,372,000      $ 2,884,000
     
        Total notes and capital leases . . . .   $ 1,372,000      $ 4,217,000
     
        Less current maturities of leases. . .       793,000        1,523,000
        Less notes classified as current . . .           ---        1,333,000
        Long-term notes and capital leases . .   $   579,000      $ 1,361,000
     
In March 1988, the Company sold to a then unrelated third party, who 
subsequently became and continues as an officer and director of the Company 
(the "Holder"), $10,000,000 10% convertible, exchangeable notes due in 1998
(the "Notes").  The Notes were convertible, at the option of the Holder, into
common stock, $.10 par value per share (the "Common Stock"), of the Company
at any time at $14.00 principal amount per share of Common Stock.  During
1995, $1,333,333 of face value of the Notes were converted by the Holder into
95,238 shares of Common Stock.  During 1994, $7,666,666 of face value of the
Notes were converted by the Holder into 547,618 shares of Common Stock.
During 1993, $1,000,000 of face value of the Notes were converted by the 
Holder into 71,429 shares of Common Stock. 
     
As of December 31, 1995, lease payments due under capital leases are as
follows:
                  Year Ending December 31:
     
                  1996 . . . . . . . . . .   $   855,000 
                  1997 . . . . . . . . . .       578,000 
                  1998 . . . . . . . . . .        18,000 
                                               1,451,000 
                  Less Interest. . . . . .      ( 79,000)
                  Principal amount of
                    net lease payments . .   $ 1,372,000 
<PAGE>P-36     
Assets and liabilities resulting from capital lease obligations are included
in the balance sheet at December 31, 1995 as follows:
     
     
        Assets:
          Property, plant and equipment . . . . .   $ 2,396,000 
          Purchased software and databases. . . .       291,000 
          Goodwill and related intangibles. . . .     1,467,000
                                                      4,154,000
          Less accumulated depreciation
            and amortization. . . . . . . . . . .     2,067,000
                                                    $ 2,087,000
     
        Liabilities:
          Current portion of notes and
            capital leases. . . . . . . . . . . .   $   793,000
     
          Long-term notes and capital leases. . .       579,000
                                                    $ 1,372,000
     
12.  COMMITMENTS AND CONTINGENCIES
     
Minimum future rental payments for leased office space and property, plant and
equipment required under operating leases with initial or remaining 
noncancellable lease terms in excess of one year are:  1996 - $2,771,000;
1997 - $2,673,000; 1998 - $2,271,000; 1999 - $1,868,000; 2000 - $1,150,000;
later years - $1,071,000; total - $11,804,000.
     
Total rent expense for operating leases was $2,998,000 in 1995, $2,866,000 in
1994 and $2,719,000 in 1993.
     
On March 4, 1988, Claude Morgan Lewenz filed a lawsuit in the United States
District Court for the District of Connecticut, styled Claude Morgan Lewenz
v. DLH/INE Corporation, Business Records Corporation, Hall & McChesney, Inc.
and Cronus Industries, Inc., in which he asserted claims of breach of
contract, fraud, unjust enrichment and tortious interference allegedly arising
out of the termination of his former independent sales representative contract
with DLH/INE, a company acquired by BRC in December 1987.  The plaintiff
alleged that his sales representative contract was not properly terminated and
that he was fraudulently induced to execute the stock purchase agreement,
whereby he and other shareholders of DLH/INE sold that company to BRC, by
representations that his sales representative contract would be continued
after the closing.  The plaintiff sought the recovery of damages of
$10,000,000, preliminary and permanent injunctive relief reinstating him as an
independent sales representative, rescission of BRC's acquisition of DLH/INE,
punitive damages, interest and attorney's fees.  
     
With respect to the above litigation, the lawsuit was tried during December 
1993 and a jury found BRC liable for breach of contract, but found in BRC's
favor on the plaintiff's other claims. A judgement of $564,000 was awarded to
the plaintiff by this jury.  BRC filed a motion for retrial and this motion
was granted by the Court in August 1994.  The Company subsequently settled 
this lawsuit with the plaintiff in May of 1995.  The Company had previously
established a reserve sufficient to satisfy the costs of the original 
judgement, anticipated costs of appeal, and associated legal expense.  As a 
result of the settlement, the Company recorded, as other income, $823,000 
during the second quarter of 1995.
     
<PAGE>P-37
The Company is also party to various other lawsuits arising in the ordinary 
course of its business and does not believe that the outcome of these lawsuits
will have a material effect on the Company's financial position or results 
from operations.
     
13.  ACQUISITIONS
     
On August 17, 1995, the Company consummated the merger of Clinical Resource 
Systems, Inc. (CRS), with a wholly-owned subsidiary of the Company.  Under the
terms of the agreement, the Company will issue up to 121,112 shares of its
common stock, subject to certain escrow arrangements with regard to 12,111 
shares, in exchange for all of the record and beneficial interest held by CRS
security holders.  Additionally, outstanding options to acquire CRS common 
stock were converted to options to acquire 14,381 of the Company's common 
stock.  CRS, headquartered in Austin, Texas, provides specialized software to
hospital emergency rooms.
     
The Company expects to treat the CRS merger as a tax-free reorganization.
This transaction was accounted for as a pooling of interests.  Accordingly,
the Company's financial statements have been restated to include the results
of CRS for all periods presented.
     
Combined and separate results of BRC and CRS during the periods preceding the
merger were as follows:
                                 Twelve Months ended December 31,       
                                   1995           1994          1993   
Revenue:
        BRC. . . . . . .      $133,573,000   $144,204,000  $104,243,000
        CRS. . . . . . .         1,081,000      1,056,000       989,000
        Total. . . . . .      $134,654,000   $145,260,000  $105,232,000
     
Net Income (Loss):
        BRC. . . . . . .      $ 11,093,000   $ 13,388,000  $  6,328,000
        CRS. . . . . . .          (398,000)         1,000       429,000
        Total. . . . . .      $ 10,695,000   $ 13,389,000  $  6,757,000
     
The combined financial results presented above include adjustments and 
reclassifications made to conform the accounting policies of the two 
companies.  There were no material income adjustments or intercompany 
transactions between the two companies for the periods presented.
     
On November 1, 1995, the Company acquired all of the assets and assumed 
certain liabilities of Megalink, Inc. ("Megalink"), a Florida corporation.
Megalink develops and markets voter registration software for use in 
conducting public elections.  Megalink's primary operations were located in
West Palm Beach, Florida.  In addition to other terms and conditions, the 
Asset Purchase Agreement provided that the Company would pay $2,000,000 in 
cash in consideration for the net assets of Megalink.
     
<PAGE>P-38
On September 13, 1995, the Company acquired the assets of Computer Election 
Systems, Inc. ("CES"), a Florida-based provider of specialized punch card 
ballots and certain of the government records management accounts of 
Government Records Services, Inc. ("GRS"), located in the Southeastern United
States.  Both companies were under common ownership.  The Company acquired 
these assets in exchange for the sale of certain of its Texas government 
records management accounts and the receipt of notes payable in the aggregate
amount of $1,730,000 issued by GRS and secured by the underlying computer 
equipment sold to GRS.
     
On May 14, 1993, the Company completed its acquisition of CMSI.  CMSI is an 
Oregon corporation with its operations principally in the states of 
California, Oregon, Illinois and Washington.  CMSI provided a variety of 
professional technology and outsourcing services to healthcare institutions 
and local governments. 

In accordance with the terms of the Stock Purchase Agreement, the Company 
expended $35,486,000 in cash to consummate the acquisition as follows:
     
        Payments for common stock. . . . . .      $31,554,000 
        Stock valuation plan,
          agreements not to compete and
          other related obligations. . . . .        4,550,000 
        Acquired cash and investments. . . .         (618,000)
        Net cash expended for acquisition. .      $35,486,000 

The following summarizes unaudited pro forma consolidated results of 
operations for the 12-month period ended December 31, 1993, assuming the 
acquisition occurred as of the beginning of the period presented, and 
excluding the charge for purchased in-process research and development.  The
pro forma results have been prepared for comparative purposes only and do not
propose to be indicative of the results of operations which actually would
have been in effect at the dates indicated, or which may occur in the future.
     
                                             Twelve Months Ended December 31, 
                                                            1993              
     
     Revenues. . . . . . . . . . . . . . .              $120,356,000         
     
     Income before extraordinary
       items and cumulative effect of
       change in accounting principle. . .              $  2,988,000        
     
     Net income. . . . . . . . . . . . . .              $  6,778,000        
     
     Income per common share . . . . . . .              $       1.20        
     
14.  OTHER RELATED PARTY TRANSACTIONS
     
The Company leases real property owned by a partnership that includes as a 
partner, an officer of the Company.  The lease agreement covering this parcel
has a term expiring in February 2004.  Annual rental payments paid by the 
Company in 1995, 1994 and 1993 were $217,000, $211,000 and $203,000, 
respectively.  Management believes that the terms of the lease are at least as
favorable to the Company as those that could have been obtained in an 
arm's-length transaction with unaffiliated parties.
     
<PAGE>P-39
A business, partly owned by a family member of a current officer/director, 
leases real property from the Company.  The lease agreement covers 
approximately 5,600 square feet of production and warehouse space which was 
otherwise unused by the Company.  The Company collects approximately $20,000 
annually under the lease which expires in May 1999.  The lease rate negotiated
was based upon what the Company believes were existing market conditions at the
inception of the lease.
     
The Company subleases office space to a current officer/director for personal
use.  The lease agreement covers 1,266 square feet of office space on which 
the Company collects approximately $12,000 annually in rent.  The lease rate
negotiated was based upon what the Company believes were existing market 
conditions at the inception of the lease.
     
During 1995, the Company funded and recorded as an employee receivable 
$595,000 as a relocation loan to a current officer of the Company.  This 
receivable bears an interest rate which was comparable to existing market 
rates for home mortgages at the time of the loan and is due September 1996.
     
15.  INCENTIVE COMPENSATION PLANS
     
The Company provides options to purchase its common stock to officers, 
directors and employees of the Company through several stock option plans.  
Additionally, through an equity participation plan adopted in 1989, the 
Company may provide favorable terms to officers, and employees for the 
purchase of common shares.  Although it is not required to do so under each of
the plans, the Company typically grants options to purchase its common stock
at prices equal to the fair market value of the underlying shares of such 
common stock on the date of grant.  The Company has issued no shares under its
stock purchase program since 1989.  Because the Company grants options to 
purchase its common stock under these plans at the fair market value thereof 
on the date of grant, and because it has not issued stock under its stock 
purchase program since August of 1989, it has recorded no compensation expense
in connection with the grants of options or as a result of employee stock 
purchases during the periods presented.
     
1993 Stock Option Plan
     
The Company's stock option plan, adopted in April 1993, approved by 
shareholders at their annual meeting on May 13, 1993, and further modified by
shareholders at their annual meeting on May 17, 1995, provides for the grant
of options to key employees, who are selected by the Stock Option Committee of
the board of directors, to purchase up to 2,100,000 shares of common stock.
The Stock Option Committee determines the number of shares to be granted to 
such individuals, the term of vesting and such conditions as to the manner of
exercise of such options as it may deem necessary.  Generally, the options are
exercisable within the option period in periodic installments and all 
installments that become exercisable are cumulative and may be exercised after
they become exercisable with the expiration of the option.  At the discretion
of the Company, either common stock or cash may be paid by the option holder
upon excercise of the option.  Options that have expired or that have been 
canceled are available for future grants under the plan.
     
<PAGE>P-40
Transactions for stock options pursuant to the 1993 Stock Option Plan for 
1995, 1994 and 1993 are as follows:
                                          1995          1994          1993  
     
Options outstanding January 1 . . . .   1,136,177     1,033,600           --- 
Granted . . . . . . . . . . . . . . .     513,874       411,500     1,036,850 
Exercised . . . . . . . . . . . . . .    (171,795)      (91,122)          --- 
Canceled. . . . . . . . . . . . . . .    (231,186)     (217,801)       (3,250)
Options outstanding at December 31. .   1,247,070     1,136,177     1,033,600 
     
Option Price Range at December 31 . .     $22.50        $22.50        $22.50 
                                            to            to            to   
                                          $40.00        $33.50        $29.00 
Options exercisable at December 31. .     598,933       370,821           --- 
Options available for grant at 
  December 31 . . . . . . . . . . . .     590,013        22,701       216,400
     
Equity Participation Plans
     
Effective January 1989, the Company adopted equity participation plans (the 
"Equity Plans") pursuant to which key management employees of the Company 
(who were selected by the board of directors) were granted rights and options
to acquire shares of common stock.  The Equity Plans consist of three parts:  
(i) a Company purchase plan, (ii) a bonus stock plan and (iii) a stock option
plan.
     
Under the Company purchase plan, participants can be granted rights to 
purchase up to an aggregate of 500,000 shares of common stock made available
from the Company's treasury or other authorized but unissued common stock at
a purchase price of $10.00 per share.
     
Under the related bonus stock plan, for each share of common stock purchased
by a participant under the Company purchase plan, the Company may grant to 
such participant the right to purchase an additional one-half share of common
stock at a purchase price of $.10 per share up to a maximum of 250,000 shares
in the aggregate for all participants.  The shares issued under the bonus 
stock plan are typically subject to vesting and forfeiture provisions based on
a participant's continued employment with the Company.  No rights were granted
during the periods presented.
     
Under the stock option plan, the Company authorized the granting of up to 
1,200,000 nonqualified options exercisable at market price at the date of 
grant.  The Stock Option Committee determines the number of shares to be 
granted to such individuals, the term of vesting and such conditions as to the
manner of exercise of such options as it may deem necessary.  Generally, the
options are exercisable within the option period in periodic installments and
all installments that become exercisable are cumulative and may be exercised
after they become exercisable with the expiration of the option.  At the 
discretion of the Company, either common stock or cash may be paid by the 
option holder upon exercise of the option.  Options that have expired or been
canceled are available for future grants under the plan.  No rights were 
granted during the periods presented.  

<PAGE>P-41
Transactions for stock options pursuant to the Equity Plans for 1995, 1994 
and 1993 are as follows:
                                             1995        1994        1993  
Options outstanding January 1. . . . . . .  24,800     515,035      728,702 
Granted. . . . . . . . . . . . . . . . . .  70,000      24,300          --- 
Exercised. . . . . . . . . . . . . . . . .    (833)   (514,535)    (213,667)
Canceled . . . . . . . . . . . . . . . . . (10,967)        ---          --- 
     
Options outstanding at December 31 . . . .  83,000      24,800      515,035 
     
Options price range at December 31 . . . .  $32.25      $12.25      $11.375 
                                              to          to           to   
                                            $34.75      $33.25      $12.250 
Options exercisable at December 31 . . . .   4,323         500      515,035 
Options available for grant at December 31  13,935      72,968       97,268 
     
1977 Stock Option Plan
     
The Company's stock option plan adopted in February 1977 and modified in 
January 1991 provides for the granting of nonqualified options to certain of 
its key employees to purchase up to 400,000 shares of Common Stock at prices
which represent fair market value at date of grant.  The Stock Committee 
determines the number of shares to be granted to such individuals, the term of
vesting and such conditions as to the manner of exercise of such options as it
may deem necessary.  Generally, the options are exercisable within the option
period in periodic installments and all installments that become exercisable 
are cumulative and may be exercised after they become exercisable with the 
expiration of the option.  At the discretion of the Company, either Common 
Stock or cash may be paid by the option holder upon exercise of the option.
Options that have expired or been canceled are available for future grants 
under the plan.
     
Transactions for 1995, 1994 and 1993 are as follows:
     
                                               1995        1994        1993  
     
Options outstanding January 1. . . . . . .   131,157     192,729     224,454 
Granted. . . . . . . . . . . . . . . . . .    13,800      13,040         --- 
Exercised. . . . . . . . . . . . . . . . .   (64,590)    (46,767)    (28,308)
Canceled . . . . . . . . . . . . . . . . .      (233)    (27,845)     (3,417)
Options outstanding at December 31 . . . .    80,134     131,157     192,729 
     
Options price range at December 31 . . . .    $17.50     $12.125     $12.125 
                                                to          to          to   
                                              $34.75     $33.250     $29.125 
     
Options exercisable at December 31 . . . .    62,801     125,029     132,856 
Options available for grant at December 31     6,925      20,492       5,687 
     
1990 Director Stock Option Plan
     
The Company's director stock option plan, adopted in March 1990, provides for
the granting of nonqualified options to certain nonemployee members of the 
board of directors of the Company to purchase up to a total of 100,000 shares
of Common Stock at market price at the date of grant.  The options are 
exercisable in 33-1/3% cumulative annual installments beginning one year from
the date of grant and are subject to certain forfeiture provisions if the
director ceases to serve as a director of the Company during the term of the
options.  These options expire five years from the date granted.
     
<PAGE>P-42
Transactions for 1995, 1994 and 1993 are as follows:

                                             1995       1994       1993  
     
Options outstanding January 1. . . . . . .  50,000     50,000     58,333 
Granted. . . . . . . . . . . . . . . . . .     ---        ---        --- 
Exercised. . . . . . . . . . . . . . . . . (50,000)       ---     (8,333)
Canceled . . . . . . . . . . . . . . . . .     ---        ---        --- 
Options outstanding at December 31 . . . .       0     50,000     50,000 
Option price at December 31. . . . . . . .$    ---     $12.25     $12.25 
Options exercisable at December 31 . . . .     ---     50,000     50,000 
Options available for grant at December 31   8,333      8,333      8,333 
     
1995 Directors Stock Option Plan 
     
On August 1, 1995, the Board of Directors adopted, subject to shareholder 
approval at the Company's Annual Meeting of Stockholders on May 16, 1996, the
Company's 1995 Option Plan for Non-Employee Directors ("1995 Directors Plan")
which provides for the granting of stock options to qualified individuals to
purchase up to an aggregate of 120,000 shares of common stock.  The 1995 
Directors Plan provides that non-employee directors will be granted 10,000
shares of common stock on August 1st of each year up to a maximum of 30,000 
shares for each non-employee director.  Options become exercisable in equal 
20% cumulative annual installments commencing with the first anniversary of 
the date of grant and remain exercisable for a period of up to ten years from
the date of grant and are subject to certain cancellation provisions if the
individual ceases to serve as a director of the Company during the term of the
options.  Transactions for 1995 are as follows:
                                                         1995   

     Options Outstanding January 1  . . . . . .            ---
     Granted. . . . . . . . . . . . . . . . . .         40,000
     Exercised. . . . . . . . . . . . . . . . .            ---
     Canceled . . . . . . . . . . . . . . . . .            ---
     Options outstanding at December 31 . . . .         40,000
     
     Option price at December 31. . . . . . . .         $37.50
     Options Exercisable at December 31 . . . .            ---
     Options Available for grant at December 31         80,000
     
Clinical Resource Systems, Inc. Stock Option Plan
     
In connection with the merger of a wholly-owned subsidiary of the Company with
Clinical Resource Systems, Inc. ("CRS") on August 17, 1995, the Company 
assumed responsibility for existing employee stock options of CRS (See Note 
13 to the Consolidated Financial Statements).  Such employee stock options 
were converted in options to purchase common shares of the Company in a 
manner consistent with the conversion factors relied upon in the merger.  As a
result of the foregoing, as of December 31, 1995, the Company has 11,464 
employee stock options outstanding which ranged in exercise price from $29.71
to $59.42 and were associated with the Company's merger with CRS.  A total of 
8,940 of such options were exercisable pursuant to the terms of such 
agreements as of December 31, 1995.  No further options are available for 
grant in connection with the underlying stock option plans of CRS.
      
<PAGE>P-43
16.  SHAREHOLDERS' EQUITY
     
As of December 31, 1995 and 1994, the Company had 2,000,000 shares of 
preferred stock, par value $10.00 per share, authorized.  The preferred stock,
if issued, will have such rights and preferences as may be designated by the 
Company's board of directors.  Of the 2,000,000 authorized shares of preferred
stock, 100,000 shares have been designated as Series A Junior Participating 
Preferred Stock and 714,285 shares have been designated as 7% Series B 
Cumulative Exchangeable Preferred Stock.  No shares of preferred stock have
been issued.
     
During 1995, the Company repurchased a total of 25,834 shares of common stock
for $978,000, of which none were held as treasury stock at year end.  During 
1994, the Company repurchased a total of 303,371 shares of common stock for 
$10,250,000.  At December 31, 1994, the Company held 90,000 shares of treasury
stock.  During 1993, the Company repurchased a total of 10,000 shares of 
common stock for $211,000, of which 3,916 shares were held as treasury stock 
at year-end. 
     
17.  EMPLOYEE BENEFIT PLANS
     
Substantially all employees of the Company and its subsidiaries are eligible 
to participate in defined contribution plans. The costs associated with 
Company contributions and administrative expenses were $660,000 in 1995, 
$502,000 in 1994 and $318,000 in 1993.
     
18.  INCOME TAXES
     
Effective January 1, 1993, the Company adopted Statement of Financial 
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). 
The adoption of SFAS No. 109 required the Company to change from the deferred
method of accounting for income taxes of APB Opinion 11 to the liability 
method of accounting for income taxes.  Under the liability method, deferred 
tax assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using the enacted tax rates 
applicable to the years in which those differences are expected to be 
recovered or settled. 
     
The cumulative effect of the change in the method of accounting for income 
taxes of $4,352,000 is determined as of January 1, 1993 and is reported 
separately in the consolidated statement of earnings for the year ended 
December 31, 1993.  $562,000 of the cumulative effect is related to net 
operating loss carryforwards acquired in the acquisition of Clinical Resource
Systems, Inc.  (See Note 13 for detail of the transaction and an explanation 
of the accounting treatment.)  Prior years' financial statements have not been
restated to apply the provisions of SFAS No. 109.
     
<PAGE>P-44
The components of the provision (benefit) for federal and state income taxes 
are as follows:
                                       1995           1994           1993    
Current:
  Federal income tax . . . . . .   $ 3,519,000    $ 3,125,000    $ 1,953,000 
  State income tax . . . . . . .       740,000        750,000        350,000 
  Total current. . . . . . . . .     4,259,000      3,875,000      2,303,000 
     
Deferred:
  Federal income tax . . . . . .     1,155,000       (349,000)    (5,422,000)
  State income tax . . . . . . .      ( 83,000)      (118,000)      (957,000)
  Total deferred . . . . . . . .     1,072,000       (467,000)    (6,379,000)
  Total. . . . . . . . . . . . .   $ 5,331,000    $ 3,408,000    $(4,076,000)
     
The income tax provision (benefit) is included in the financial statements as
follows:
                                       1995           1994           1993  
Income tax provision
  per statement of operations . .  $ 7,138,000    $ 8,562,000    $ 1,604,000 
     
Cumulative effect of change
  in method of accounting
  for income taxes. . . . . . . .          ---            ---     (4,352,000)
     
Direct credits to equity -
  compensation expense for tax
  purposes in excess of amounts
  recognized for financial
  reporting purposes. . . . . . .   (1,807,000)    (5,154,000)    (1,328,000)
Total . . . . . . . . . . . . . .  $ 5,331,000    $ 3,408,000    $(4,076,000)
     
The following summarizes the difference between the federal statutory income 
tax rate and the effective income tax rate for continuing operations:
     
                                           1995         1994         1993 
Federal income tax rate. . . . . . .        35%          35%          34% 
State income tax, net of federal
  benefit. . . . . . . . . . . . . .         4%           4%           6% 
     
Amortization of intangibles. . . . .         3%           2%           8% 
     
Tax exempt interest income
  and other  . . . . . . . . . . . .        (2%)         (2%)         (8%)
     
Effective income tax rate. . . . . .        40%          39%          40% 
     
<PAGE>P-45     
The tax effects of temporary differences that give rise to significant 
portions of the deferred tax asset and deferred tax payable at December 31, 
are presented below:
                                               1995          1994  
Deferred tax asset:
  Revenue not yet recognized for
  financial reporting purposes. . . .     $ 1,530,000   $  1,631,000 
  Inventories . . . . . . . . . . . .         550,000      1,173,000 
  Accrued compensation. . . . . . . .         430,000        764,000 
  Bad debt reserves . . . . . . . . .         500,000        562,000 
  Net operating loss carryforward . .         850,000        812,000 
  Other accrued expenses. . . . . . .         710,000      1,593,000 
  Other liabilities . . . . . . . . .         410,000      1,133,000 
     
Total deferred tax asset. . . . . . .     $ 4,980,000    $ 7,668,000 
     
Deferred tax payable:
  Intangibles, net. . . . . . . . . .     $(3,340,000)   $(3,587,000)
  Fixed assets and other, net . . . .        (580,000)    (1,149,000)
     
Total deferred tax payable. . . . . .     $(3,920,000)   $(4,736,000)
     
19.  EARNINGS PER SHARE
     
Earnings per common and common equivalent shares are computed based on the 
weighted average number of common and common equivalent shares outstanding 
(6,532,000 in 1995, 6,074,000 in 1994 and 5,768,000 in 1993).  Shares issuable
upon exercise of dilutive stock options are included in the weighted average
number of shares outstanding.
     
Earnings per share assuming full dilution, unless antidilutive, are computed
based on shares issuable upon exercise of dilutive stock options and 
conversion of the Notes.  The weighted average number of common and common 
equivalent shares outstanding, assuming full dilution, was 6,644,000 in 1995,
6,392,000 in 1994 and 6,411,000 in 1993.
     
20.  UNUSUAL CHARGES
     
During 1993, the Company recognized a one-time charge to earnings of 
$6,548,000  primarily consisting of the allocation of a portion of the total 
purchase price of CMSI to in-process research and development.  This 
in-process research and development relates to CMSI's "GT2000" project under 
which CMSI had been developing specialized "open-systems" software for use by 
local governments (See Note 13 to the Consolidated Financial Statements).
     
21.  OTHER INCOME
     
During the second quarter of 1995, the Company settled its lawsuit with 
Claude Morgan Lewenz.  The case, styled "Claude Morgan Lewenz v. DLH/INE 
Corporation, Business Records Corporation, Hall and McChesney, Inc. And 
Cronus Industries, Inc. was scheduled for retrial in June of 1995.  The 
Company had previously established a reserve consistent with the original 
judgement awarded to the plaintiff and associated legal expenses.  As a 
result of the settlement, the Company has recorded, as other income, $823,000
during the second quarter (See Note 12 of the Consolidated Financial 
Statements).  During the fourth quarter of 1995, the statute of limitations 
expired on a dispute in which the Company had previously  established a 
reserve.  An amount equal to approximately $460,000 associated with this case
was recorded as other income. 

<PAGE>P-46
22.  QUARTERLY FINANCIAL DATA (unaudited)
     
Summarized quarterly financial data for 1995 and 1994 are as follows 
(in thousands, except share data):
                                       Three months ended (1995)
                           March 31      June 30      Sept. 30      Dec. 31
     
     Revenues. . . . . . . $32,788       $32,657       $34,728      $34,481
     Gross profit. . . . .   9,329         8,005         9,801        9,632
     Net income. . . . . .   2,694         2,358         2,748        2,895
     
     Primary earnings
      per share on
      net income . . . . .     .42           .36           .41          .44
     
     Fully diluted 
      earnings per 
      share on net income.     .42           .36           .41          .44
     
     
                                       Three months ended (1994)                
                           March 31      June 30      Sept. 30      Dec. 31
     
     Revenues. . . . . . . $32,481       $36,507      $38,920       $37,352
     Gross profit. . . . .  10,209        12,448       13,253        11,793
     Net income. . . . . .   2,697         3,620        3,903         3,169
     
     Primary earnings
      per share on
      net income . . . . .     .47           .60          .62           .50
     
     Fully diluted earnings
      per share on
      net income . . . . .     .45           .57          .59           .49
     
     
<PAGE>P-47     
           REPORT OF INDEPENDENT ACCOUNTANTS
     
     
To the Board of Directors and Shareholders of
       Business Records Corporation Holding Company
     
     
In our opinion, the consolidated financial statements listed in the index 
appearing under Item 14(a) on page 25 present fairly, in all material 
respects, the financial position of Business Records Corporation Holding 
Company and its subsidiaries at December 31, 1995 and 1994, and the results of
their operations and their cash flows for each of the three years in the 
period ended December 31, 1995, in conformity with generally accepted 
accounting principles.  These financial statements are the responsibility of 
the Company's management; our responsibility is to express an opinion on these
financial statements based on our audits.  We conducted our audits of these
statements in accordance with generally accepted auditing standards which 
require that we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts 
and disclosures in the financial statements, assessing the accounting 
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for the opinion expressed above. 

As discussed in Note 1 to the financial statements, the Company adopted FAS 
109, "Accounting for Income Taxes," in 1993.  We concur with the change in 
accounting. 
     
     
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
     
Dallas, Texas
March 22, 1996

<PAGE>P-48     
<TABLE>     
<CAPTION>
                                        SCHEDULE II

                             VALUATION AND QUALIFYING ACCOUNTS

                       Years ended December 31, 1995, 1994 and 1993

                                                 Additions        

                             Balance at
                             Beginning        Charged to          Charged to                      Balance at
Description                  of Period    Costs and Expenses   Other Accounts(a)    Deductions   End of Period
<S>                         <C>              <C>                 <C>                <C>          <C>
1995:
  Reserve for bad debts -
    accounts and notes
    receivables             $ 1,395,000      $   279,000         $ (430,000)             ---     $ 1,244,000 
  Inventory reserves            998,000          (17,000)           (51,000)             ---         930,000 

  Total                     $ 2,393,000      $   262,000         $  (481,000)            ---     $ 2,174,000         
1994:
  Reserve for bad debts -
    accounts and notes
    receivables             $ 1,592,000      $   (84,000)        $  (113,000)            ---     $ 1,395,000 
  Inventory reserves            715,000          320,000             (37,000)            ---         998,000 

  Total                     $ 2,307,000      $   236,000         $  (150,000)            ---     $ 2,393,000 

1993:
  Reserve for bad debts -
    accounts and notes
    receivables             $ 1,352,000      $   438,000         $  (198,000)            ---     $ 1,592,000 
  Inventory reserves            609,000          168,000             (62,000)            ---         715,000 

  Total                     $ 1,961,000      $   606,000         $  (260,000)            ---     $ 2,307,000 


(a)   Such amounts relate to the utilization of the valuation and qualifying 
      accounts to specific items for which they were established in the 
      accounts receivables and inventory reserve accounts.

Note: Certain amounts have been reclassified from prior year to conform to 
      current year presentation.
</TABLE>
<PAGE>P-49
                   INDEX TO EXHIBITS
     
     
     (3)  Articles of Incorporation and By-Laws:
      
           a.  By-Laws, as amended, of Cronus Industries, Inc. (filed as 
               Exhibit 3.2 to the Company's Registration Statement No. 
               2-94283 on Form S-2 and incorporated herein by reference).
      
           b.  Restated Certificate of Incorporation, as amended, of Cronus 
               Industries, Inc. (filed as Exhibit (3)b. to the Company's 
               Annual Report on Form 10-K for the year ended December 31, 
               1991, and incorporated herein by reference). 
     
           c.  Certificate of Amendment of Certificate of Incorporation of 
               Cronus Industries, Inc. (filed as Exhibit (3)c. to the 
               Company's Annual Report on Form 10-K for the year ended 
               December 31, 1991, and incorporated herein by reference).
     
           d.  Certificate of Amendment to the Restated Certificate of 
               Incorporation of Cronus Industries, Inc. (filed as Exhibit 
               (3)d. to the Company's Annual Report on Form 10-K for the year
               ended December 31, 1993, and incorporated herein by reference).
     
           e.  Certificate of Correction of the Certificate of Amendment to the
               Restated Certificate of Incorporation of Cronus Industries, 
               Inc. (filed as Exhibit (3)e. to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1993, and 
               incorporated herein by reference).
     
           f.  Certificate of Designation of Series A Junior Participating 
               Preferred Stock of the Company (filed as Exhibit (3)f. to the 
               Company's Annual Report on Form 10-K for the year ended 
               December 31, 1991, and incorporated herein by reference).
     
           g.  Certificate of Designation, Preferences, Rights and Limitations
               of 7% Series B Cumulative Convertible Exchangeable Preferred 
               Stock of the Company (filed as Exhibit (3)g. to the Company's 
               Annual Report on Form 10-K for the year ended December 31, 1993, 
               and incorporated herein by reference).
     
           h.  Certificate of Amendment to the Restated Certificate of 
               Incorporation of Cronus Industries, Inc.  
     
     (4)  Instruments Defining the Rights of Security Holders, Including 
          Indentures:
     
           a.  Note Purchase Agreement between the Company and P.E. Esping 
               (filed as Exhibit (4)a. to the Company's Annual Report on Form
               10-K for the year ended December 31, 1993, and incorporated 
               herein by reference). 
     
           b.  Amendment to Note Purchase Agreement between the Company and P.
               E. Esping (filed as Exhibit (4)b. to the Company's Annual 
               Report on Form 10-K for the year ended December 31, 1993, and 
               incorporated herein by reference).
     
<PAGE>P-50
           c.  Second Amendment to Note Purchase Agreement between the 
               Company and P. E. Esping (filed as Exhibit (4)c. to the 
               Company's Annual Report on Form 10-K for the year ended 
               December 31, 1993, and incorporated herein by reference).
     
           d.  10% Convertible Exchangeable Note due April 1, 1998, dated 
               January 1, 1993 (filed as Exhibit (4)d. to the Company's 
               Annual Report on Form 10-K for the year ended December 31, 
               1993, and incorporated herein by reference).
     
     
     (10) Material Contracts: 
      
           a.  The Company's Stock Option Plan:
     
               1.   Amended and Restated Business Records Corporation Stock 
                    Option Plan (filed as Exhibit 4.1 to the Company's 
                    Registration Statement No. 33-40503 on Form S-8 and 
                    incorporated herein by reference).  
     
               2.   Form of Nonqualified Stock Option Agreement (filed as 
                    Exhibit 4.2 to the Company's Registration Statement No. 
                    33-40503 on Form S-8 and incorporated herein by reference).
     
           b.  Lease Agreement dated February 27, 1986, between LBM and the 
               Company relating to real property in St. Cloud, Minnesota 
               (filed as Exhibit (10)c. to the Company's Annual Report on 
               Form 10-K for the year ended December 31, 1991, and 
               incorporated herein by reference).
     
          *c.  Amended and Restated Equity Participation Plans dated July 9, 
               1990 (filed as Exhibit (10)d. to the Company's Annual Report 
               on Form 10-K for the year ended December 31, 1990, and 
               incorporated herein by reference).
     
           d.  The Company's Management Equity Participation Stock Option Plan:
     
               1.   Business Records Corporation Holding Company Management 
                    Equity Participation Stock Option Plan (filed as Exhibit 
                    4.1 to the Company's Registration Statement No.  33-47368
                    on Form S-8 and incorporated herein by reference).
     
               2.   Form of Stock Option Agreement (filed as Exhibit 4.2 to 
                    the Company's Registration Statement No. 33-47368 on Form 
                    S-8 and incorporated herein by reference). 

           e.  The Company's 1990 Director Stock Option Plan:
     
               1.   Business Records Corporation Holding Company Nonqualified
                    Director Stock Option Plan (filed as Exhibit 4.1 to the 
                    Company's Registration Statement No. 33-47369 on Form S-8 
                    and incorporated herein by reference).
     
               2.   Form of Nonqualified Stock Option Agreement (filed as 
                    Exhibit 4.2 to the Company's Registration Statement No. 
                    33-47369 on Form S-8 and incorporated herein by reference).
     
           f.  The Company's 1990 Key Contributor Bonus Plan.

<PAGE>P-51     
           g.  Promissory Note dated February 22, 1991, executed by P.E. 
               Esping and payable to the Company.
     
           h.  Promissory Note dated January 7, 1992, executed by P.E. Esping
               and payable to the Company (filed as Exhibit (10)i. to the 
               Company's Annual Report on Form 10-K for the year ended 
               December 31, 1991, and incorporated herein by reference).
     
           i.  The Company's Nonqualified Performance Stock Option Plan for 
               Key Employees:
     
               1.   Nonqualified Performance Stock Option Plan for Key 
                    Employees of Business Records Corporation Holding Company
                    (filed as Exhibit 4.1 to the Company's Registration 
                    Statement No. 33-65410 on Form S-8 and incorporated herein
                    by reference).
     
               2.   Form of Nonqualified Stock Option Agreement (filed as 
                    Exhibit 4.1 to the Company's Registration Statement No. 
                    33-65410 on Form S-8 and incorporated herein by reference).
     
     *(11)     Statement regarding computation of earnings per share.
     
      (16)     Letter regarding change in certifying accountant (filed as 
               Exhibit 16 to the Company's Current Report on Form 8-K dated
               September 18, 1992, and incorporated herein by reference). 
     
      (21)     Subsidiaries of the Registrant.
     
      (23)     Consent of Certified Public Accountants.
     
         *a.   Consent of Price Waterhouse LLP
     
     *(27)     Financial Data Schedule for the Year Ended December 31, 1995.
               (Pursuant to Item 601(c)(iv) of Regulation S-X, the Financial
               Data Schedule is not deemed to be "filed" for purpose of 
               Section 11 of the Securities Act of 1933, as amended, or Section
               18 of the Securities Exchange Act of 1934, as amended.)
      
      (99)     Additional Exhibits.
     
          a.   Company's undertaking regarding the Securities and Exchange 
               Commission's position on indemnification in connection with 
               the existing prospectus and registration statement on Form 
               S-8 regarding the Business Records Corporation 401(k) 
               Retirement Savings Plan and Trust (filed as Exhibit (28)a. to 
               the Company's Annual Report on Form 10-K for the year ended 
               December 31, 1991, and incorporated herein by reference).
     
     * Filed herewith