ANNUAL REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
            TO THE 1934 ACT REPORTING REQUIREMENTS
                               
           U.S. SECURITIES AND EXCHANGE COMMISSION
                               
                   WASHINGTON, D.C.  20549
                               
                         FORM 10-KSB
                                
  [X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 [Fee Required]
          
     For the Fiscal Year ended September 30, 1996
  
  [ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
  
     For the transition period from ________ to ________
                                
          Commission file number 0-8463
                                
                  PISMO COAST VILLAGE, INC.
                  -------------------------
        (Name of small business issuer in its charter)
  
                  California           95-2990441    
                  ----------           ----------  
   (State or other jurisdiction       (IRS Employer ID Number)
  of incorporation or organization)
                               
     165 South Dolliver Street, Pismo Beach, CA  93449       
    --------------------------------------------------
    (Address of Principal Executive Offices)   (Zip Code)
                               
           Issuer's telephone number (805)773-5649
                                
  Securities registered pursuant to Section 12(b) of the Act:
  
           Title of Each Class                    Name of Each
                                                  Exchange
                                                  on Which Registered.
               N/A                                    N/A
  
  Securities registered pursuant to Section 12(g) of the Act:
  
                         Common Stock  
                       ---------------
                       (Title of Class)
<PAGE> 1/40

        Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange Act during the
  past 12 months (or for such shorter period that the registrant
  was required to file such reports), and (2) has been subject to
  such filing requirements for the 90 days past. YES  XX  NO __
  
     Check if there is no disclosure of delinquent filers in
  response to Item 405 of Regulation S-B is not contained in this
  form, and no disclosure will be contained, to the best of
  registrant's knowledge, in definitive proxy or information
  statements incorporated by reference in Part III of this Form 10-KSB 
  or any amendment to this Form 10-KSB.  XX  
  
     State issuer's revenues for its most recent fiscal year.  $2,585,052 
  
     State the aggregate market value of the voting stock held by
  non-affiliates computed by reference to the price at which the
  stock was sold, or the average bid and asked prices of such
  stock, as of a specified date within the past 60 days (See
  definition of affiliate in Rule 12b-2 if the Exchange Act).  
  $ 16,824,500 

     State the number of shares outstanding of each of the
  issuer's classes of common equity, as of the latest practicable
    date.  1,800  


<PAGE> 2/40



          
                   FORM 10-KSB PART I
  
  ITEM 1  DESCRIPTION OF BUSINESS                                 
  (a)     GENERAL DEVELOPMENT OF BUSINESS
  
  Pismo Coast Village, Inc., the "Registrant" or the "Company" was
  incorporated under the laws of the State of California on April
  2, 1975.  The Company's sole business is owning and operating a
  recreational vehicle resort (hereinafter the "Resort") in Pismo
  Beach, California.  The Resort has continued to enhance its
  business by adding other service centers related to the repair
  and storage of recreational vehicles.  
  
  (b)     BUSINESS OF ISSUER
  The Company is engaged in only one business, namely, the
  ownership and operation of the Resort.  The Company generates
  revenue from rental of camping sites, recreational vehicle
  storage, recreational vehicle repair and retail sales from a
  general store and recreational vehicle parts store.  Accordingly,
  all of the revenues, operating profit (loss) and identifiable
  assets of the Company, are attributable to a single industry
  segment.
  
  Pismo Coast Village, Inc., is a full service 400 space
  recreational vehicle resort.  Its operations include site
  rentals, trailer rentals, RV storage space and a retail
  operation.  The retail operations include a general store, video
  arcade, laundromat, RV parts store and RV repair shop.  In
  addition, the Company has a recreation department that provides a
  youth program and recreational equipment rentals.
  
          PUBLIC AND SHAREHOLDER USERS
  The present policy of the Company is to offer each shareholder
  the opportunity for 45 days of free use of sites at the Resort,
  25 days may be used during prime time and 20 days during non-prime 
  time.  The free use of sites by shareholders is managed by
  designating the days of the year as prime time and non-prime
  time.  A prime time day is one that is most in demand, for
  example Memorial Day weekend and the period from mid-June until
  Labor Day.  Non-prime time is that time with the least demand. 
  Each shareholder is furnished annually a calendar that designates
  the prime and non-prime time days, it also provides a schedule of
  when reservations can be made and the procedure for making
  reservations.  Shareholders free use of sites average
  approximately 20% to 21% annually, refer to Results of Operations
  MD&A, page 10.
  
          SEASONAL ASPECTS OF BUSINESS AND EFFECT ON CAPITAL
  The business of the Company is seasonal and is concentrated
  during prime days of the year which are defined as follows: 
  Washington's birthday, Easter week, Memorial Day weekend, summer
  vacation months, Labor Day, Thanksgiving weekend and Christmas
  vacation.                                    

<PAGE> 3/40
  
          WORKING CAPITAL REQUIREMENTS
  By accumulating reserves during the prime season, the Company is
  able generally to meet its working capital needs during the off-
  season.  Industry practice is to accumulate funds during the
  prime season and use such funds as necessary in the off-season. 
  The Company has arranged a $150,000 line of credit to ensure
  funds are available, if necessary, in the off-season.
              
          COMPETITION
  The Company is in competition with nine other RV parks located
  within a five-mile radius.  Since its property is the only
  property located adjacent to the beach, it has a competitive
  edge.  The Company is recognized as a recreational vehicle resort
  rather than a park because of its upgraded facilities and
  amenities which include 16 Channels of Satellite TV, a heated
  pool, a miniature golf course and a recreational program.  The
  Resort is noted for its ability to provide full service which
  includes RV Storage and RV Repair and Service.  In Fiscal Year
  1995, the Resort was recognized by "Trailer Life Magazine" as one
  of only five premiere family parks in the United States, and
  Pismo Coast Village, Inc., was the only one listed west of the
  Mississippi River.  In Fiscal Year 1996, Pismo Coast Village,
  Inc., was awarded the designation of RV Park of the Year 1995 by
  the National Association of RV Parks and Campgrounds (ARVC) which
  has a membership of over 3,000 properties.  These factors allow
  the Resort to price its site rental fees well above most of its
  competition based on perceived value received.
  
  Competition for the tourist market is keen between the cities on
  the Central Coast of California.  Resort management and staff are
  involved with the City of Pismo Beach, Chamber of Commerce,
  Conference and Visitors Bureau and Business Improvement Group and
  are major sponsors in cooperative events and advertising.  The
  Resort continues to direct market off season discounts using its
  reservations' database to enhance repeat business.  The marketing
  program has been expanded targeting groups and clubs by providing
  entertainment and catering services through the restaurant.  The
  Company's marketing plan was funded by $50,583 for Fiscal Year
  1996 which was developed out of operating revenues.  The major
  source of the Company's business is repeat business, which has
  been developed by attention to good customer service. 
  
          ENVIRONMENTAL REGULATION
  The Company is affected by federal, state and local antipollution
  laws and regulations.  Due to the nature of its business
  operations (camping, RV storage and small retail store sales) the
  discharge of materials into the environment is not considered to
  be of a significant concern and the EPA has not designated the
  Company as a potentially responsible party for clean up of
  hazardous waste. 

<PAGE> 4/40

  The main property of the Resort is located within the boundaries 
  of those lands under the review and purview of the Coastal 
  Commission of the State of California and the City of Pismo
  Beach.  The water and sewer systems are serviced by the City of
  Pismo Beach.  The Company was subject to state and federal
  regulations regarding the reconstruction of an outflow structure
  that empties into Pismo Creek at the north boundary of the
  Resort.  Because the Resort is within the wetlands area, the
  California Coastal Commission required permits for repair and
  construction to be reviewed by the following agencies:  City of
  Pismo Beach, State Lands Commission, Regional Water Quality Board
  State of California, California Department of Fish and Game,
  State Department of Parks and Recreation and the Army Corps of
  Engineers.  The requirement for these permits involved the
  diversion of capital from operations, but did not increase cost
  of debt financing.
  
          EMPLOYEES
  The Company generally employs 35 to 45 persons year round, 22 of
  whom are part-time employees.  This complement is increased by
  approximately eight during the summer season.  The Company
  considers eight to ten of the employees to be career employees,
  the remainder are entry level and part-time workers.  The General
  Manager works under contract, all other employees are "At Will"
  employees with no guarantee of employment.  The following chart
  depicts the number of employees by area of organization:
  
  Department          Full Time      Part Time    Seasonal
  
  Corporate Office       4               1
  Accounting Office      3
  Reservations           4               4          2
  Maintenance            8               1
  RV Operation           4               1
  Store                  1               4          2
  Recreation                             3          4
     Total              24              14          8
  
          ADDITIONAL INFORMATION
  The Company's business and plan of operation for the fiscal year
  starting October 1, 1995, required revision as a result of the
  flood damage sustained by a storm water outflow drainage
  structure on March 10, 1995.  The revised plan considered the
  continued  requirement to fund the rebuilding of the damaged
  outflow structure and expenditures for only those capital
  projects considered necessary to insure the Company maintains its
  resort-like facilities.  The Company estimated the cost to repair
  the outfall structure would be approximately $350,000 - $400,000. 
  In addition, the other proposed capital expenditures would be
  approximately $127,000.  The proposed projects included the
  renovation of 48 sites, minor renovation of the three restroom
  complexes, installation of a playground, and the additional
  upgrade of the administration information computer system.
  
<PAGE> 5/40

  Capital expenditures in Fiscal Year 1996 included completion of
  the repair of the storm water outfall structure at a cost of
  $422,719, and $96,760 in additional expenditures for renovation
  of 48 sites, renovation of three restroom complexes, upgrade of
  administration information computer system, installation of a
  playground area, renovation of the restaurant kitchen, and
  purchase of a pressure washer, street sweeper, maintenance golf
  cart, and clubhouse furniture.
  
  Beginning October 1, 1994, site rental rates at the Resort were
  increased to range from $22 - $26 per day during the off season
  and $32 - $36 per day during prime time.  Rates were not
  increased for Fiscal Year 1995-96 and an increase in rates is not
  being considered for Fiscal Year 1996-97.  It is considered the
  current rates will continue to market site usage at its highest
  value and a rate increase would possibly affect the Company's
  ability to capture an optimum market share.
  
         
  ITEM 2  DESCRIPTION OF PROPERTIES
  
  The Company's principal asset consists of the Resort which is
  located at 165 South Dolliver Street in Pismo Beach, California. 
  The Resort is built on a 26-acre site and includes 400 campsites
  with full hookups and nearby restrooms with showers and common
  facilities, such as a restaurant, video arcade, recreation hall,
  general store, swimming pool, laundromat, and three playgrounds.
  
  In 1980 the Company purchased a 2.2 acre parcel of real property
  located at 2050 22nd Street, Oceano, California, at a price of
  $66,564.  The property is being used by the Company as a storage
  facility for recreational vehicles.  The storage capacity of this
  lot is approximately 114 units.
  
  In 1981 the Company exercised an option and purchased a 3.5 acre
  parcel located at 300 South Dolliver Street, Pismo Beach,
  California, at a price of $300,000.  The property, which
  previously had been leased by the Company, is used primarily as a
  recreational vehicle storage yard.  The storage capacity of this
  lot is approximately 223 units.

  <PAGE> 6/40

  In 1988 the Company purchased approximately .8 acres of property
  at 180 South Dolliver Street, Pismo Beach, California, across the
  street from the main property, consisting of a large building
  with a storefront and one large maintenance bay in the rear. 
  Also, on the property is a smaller garage type building with
  three parking stalls.  The Company enlarged its recreational
  vehicle repair operation, added RV storage for approximately
  eleven units and developed the storefront into an RV parts store. 
  The property was purchased for $345,000, of which $300,000 was
  financed. 
  
  There is no deferred maintenance on any of the Resort's
  facilities.  The Company's facilities are in good condition and
  adequate to meet the needs of the stockholder users as well as
  the public users.  The Company continues to develop sufficient
  revenue from general public sites sales to support a continued
  positive maintenance program and to meet the demands of
  shareholders use of free sites.  For the Fiscal Year ending
  September 30, 1996, paid site occupancy was 39.7% compared to
  45.1% in Fiscal Year 1995.
  
  The Resort, RV Repair Shop and Parts Store and two storage
  facilities constitute substantially all the Company's property,
  and are owned in fee.  Two storage lots and beach access used by
  the shareholders and general public visitors are leased by the
  Company pursuant to the herein below described leases.
  
                          
  1. TRAILER STORAGE YARDS.  In 1986 the Company leased a parcel
  of land 100 feet wide by 1,600 feet long from the Southern
  Pacific Railroad Corp.  The property is being used by the Company
  as a storage facility for recreational vehicles.  Capital
  improvements in the amount of $40,000 were made to this property,
  which provides storage for approximately 183 units.  The property
  was leased for $950 per month the first year, $1,400 per month
  for the second year, with continuing years tied to the "CPI"
  Index, or Fair Market Value of the property according to the
  lease agreement.  During Fiscal Year 1996, lease payments were
  made in the amount of $34,020, Fiscal Year 1997 lease payments
  will be $34,020, and Fiscal Year 1998 lease payments will be
  $34,020 plus applicable changes in index or valuation.
  
  In 1991 the Company developed a lease for a five-acre RV storage
  lot at the Oceano Airport clear zone as storage for approximately
  337 RV's.  This lot was developed to replace a 100-unit storage
  lot that was closed when the lease was not renewed.  The lease on
  the new storage lot is for five years with an additional five-year option. 
  Construction was completed in January 1992 and capital improvements in the 
  amount of $330,768 were made to this property of which $300,000 was
  financed.  The Company has  notified its landlord that it wishes to exercise 
  the five-year option and has received favorable response.

<PAGE> 7/40

  Lease payments for the first year of control and occupancy area
  were $1,500 per month, $2,000 for the second year and continuing
  years are tied to the "CPI" index.  During Fiscal Year 1996,
  lease payments were made in the amount of $25,749, Fiscal Year
  1997 lease payments will be $25,923 plus applicable changes in
  index, and Fiscal Year 1998 lease payments will be $25,923 plus
  index changes.   
  
  The Company holds no lease agreement with any affiliated party. 
  
  2.  AMENDMENT NO. 4 TO CONTRACT, PISMO STATE BEACH LOCATED IN
  SAN LUIS OBISPO COUNTY, PISMO COAST VILLAGE, INC., DATED JULY
  1976.  (Pertaining to the Boardwalk Concession Contract for
  construction and maintenance of three boardwalks to the beach for
  pedestrians at Pismo State Beach and to provide for continued
  access through the sand dunes to the State Beach abutting the
  Resort.)  This contract is between the Company and the State of
  California Department of Parks and has been renewed annually
  since June 30, 1984.  The contract was originally assigned by the
  former owner to Company by an assignment, dated December 1, 1975. 
  Continued ocean access is granted annually by payment of a
  license fee of $400. 
  
  The Resort leases out areas to other companies to insure that the
  best service and equipment are available for guest use.  These
  areas are leased from the Company pursuant to the herein below
  described leases.
  
  1. RECREATIONAL ARCADE AGREEMENT WITH COIN AMUSEMENTS, INC. 
  This agreement is dated October 1, 1995, and pursuant to this
  agreement the Company granted Coin Amusements, Inc., the
  concession to operate various coin-operated game units at the
  Resort.  The one year term expired on September 30, 1996.  This
  agreement has been subsequently renewed for a one year term
  ending September 30, 1997; continued renewal is expected without
  significant impact.
  
  2. WEB SERVICE COMPANY, GOLETA, CA.  The five-year lease
  expired on July 23, 1992, and was reissued for a five year period
  which will expire on July 22, 1997, and grants to Web Service
  Company the right to place and service coin-operated laundry
  machines at the Resort on a 50-50 basis for all revenues derived
  from their use.  Continued renewal is expected without
  significant impact.
  
  3. RESTAURANT AGREEMENT, LITTLE QUARTERDECK, PISMO BEACH, CA. 
  In 1993 the Company reorganized its restaurant operations from a
  company-managed facility to a leased restaurant operation.  The
  concessionaire operates the restaurant facilities as an
  independent food service operation.  A one year lease was entered
  into on May 1, 1996, at an annual rent of $4,800.  It is expected
  this agreement will be renewed and continued without significant
  impact.  The Company does not expect to resume operation of the
  restaurant facilities, but intends to continue leasing to a third
  party.

<PAGE> 8/40
  
  ITEM 3 LEGAL PROCEEDINGS  
  
  The company or its property is not a party to any pending legal
  proceedings.
     
  
  ITEM 4  SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS
  
      Paragraph inapplicable
  
                    PART II
  
  
  ITEM 5 MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS  
  
  (a.)  There is no market for the Company's common stock except
  for limited or sporadic transactions; however, Mr. Kenneth L.
  McFarlen, a licensed broker/dealer, handles sales of the Company
  shares as Central Coast Investments.  The last transaction the
  Company is aware of occurred on September 30, 1996, at a price of
  $9,500 for one share conveyed.  This price was used for
  computation of aggregate market value of Company stock on the
  face page of this Report.
  
  (b.) The approximate number of holders of the Company's common
  stock on September 30, 1996 was:  1,534
  
  (c.)  The Company has paid no dividends since it was organized in
  1975, and although there is no legal restriction impairing the
  right of the Company to pay dividends, the Company does not
  intend to pay dividends in the foreseeable future.  The Company
  selects to invest its available working capital to enhance the
  facilities at the Resort.
  
  (d.)  Mr. McFarlen, the Company's on-site broker, renewed his
  agreement which expired on March 31, 1993, to lease 200 square
  feet at the Resort, from which he conducts sales activities in
  the Company's stock.  He has agreed to continue this lease on a
  month to month agreement and is current under his lease
  agreement.  Termination or cancellation may be made by either
  Lessor or Lessee by giving the other party ninety (90) days
  written notice.

  <PAGE> 9/40

  ITEM 6  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS
  
     CORPORATE OPERATING FORM
  Pismo Coast Village, Inc., operates as a 400 space recreational
  vehicle resort.  The Corporation includes additional business
  operations to provide its users with a full range of services
  expected of a recreational resort.  These services include a
  restaurant, store, video arcade, laundromat, recreational vehicle
  repair, parts shop and an RV storage operation.
  
  The Corporation is authorized to issue 1,800 shares, of one
  class, all with equal voting rights and all being without par
  value.  Transfers of shares are restricted by Company bylaws. 
  One such restriction is that transferees must acquire shares with
  intent to hold the same for the purpose of enjoying camping
  rights and other benefits to which a stockholder is entitled. 
  Each share of stock is intended to provide the stockholder with
  the opportunity for 45 days of free site use per year.  However,
  if the Corporation is unable to generate sufficient funds from
  the public, the Company may be required to charge shareholders
  for services. 
  
  Management is charged with the task of developing sufficient
  funds to operate the Resort  through site sales to general public
  guests, by allocating a minimum of 175 sites to general public
  use and allocating a maximum of 225 sites for stockholder free
  use.  The other service centers are expected to generate
  sufficient revenue to support themselves and/or produce a profit. 
  
     CURRENT OPERATING PLANS
  Fiscal Year 1996 was to be the fifth year of a five-year plan to
  revitalize its service centers and upgrade the facilities of the
  Resort.  However, due to the cost of replacing the storm water
  outfall structure, which was damaged March 10, 1995, the fourth
  and fifth years of the plan have been revised.  In Fiscal Year
  1995 and 1996, the Company limited expenditures to projects
  required for operations, safety and to maintain the resort-like
  facilities.  This action was taken to allow the Company to
  develop larger reserves required to fund construction of a storm
  water outfall structure.  The previous five-year plan, which was
  in its fourth year, will be extended into future years.  The
  Company has completed the renovation of the 48 sites on the south
  side of the Resort and plans to complete an additional 123 sites
  on the north side during Fiscal Year 1997.  In addition to this
  major project, the Company plans to:  upgrade the streets with
  petromat and slurry seal, upgrade/refurbish the maintenance yard
  by resurfacing the lot and building a garage building, rebuild a
  restroom complex, and build an addition onto the accounting
  office.  Further, the Company plans to purchase a trash
  compactor, RV tow vehicle, gas driven utility cart, and upgrade
  the Reservations' software system.  The Company estimates these
  plans will cost approximately $530,000 and can be funded from
    cash from operations.

<PAGE> 10/40

  FINANCIAL CONDITION
  The business of the Company is seasonal and is concentrated on
  prime days of the year which are defined as follows: Washington's
  birthday, Easter week, Memorial Day weekend, summer vacation
  months, Labor Day, Thanksgiving weekend, and Christmas vacation. 
  There are no known trends which affect business or affect
  revenue.
  
  During the fiscal year ended September 30, 1996, there were
  several events which impacted the reporting period's profits
  which were of a short term duration, and were either non-
  repetitive or corrected by remedial actions in the operations 
  of the Company. 
  
  The one major impact on the financial condition of the Company
  was the reconstruction of the storm water drainage outfall caused
  by storm damage suffered March 10, 1995.  The $422,719 cost of
  this project required the review and modification to the
  Company's business and operational plans during the fiscal year
  ending 1996.  This impact included reduction of proposed capital
  expenditures, such as deferring site enhancement on the north
  side of the Resort and deferring the rebuilding of a restroom
  complex.  The Company was able to meet the required funding,
  however, a $150,000 Line of Credit was established to insure
  funds are available during off season periods.
  
  The Company plans to continue its aggressive policy to reduce its
  long term debt and to adopt conservative budgets with managed
  capital outlays.  In September 1993, a note for 180 South
  Dolliver Street and another for improvements at an Oceano storage
  lot were refinanced, and the new note was for $461,410; the
  current balance is $211,343, interest variable (currently 10.5%). 
  The Board of Directors has directed management to pay an
  additional $5,000 with each monthly principal payment made to
  this note.  It is expected additional payments toward the
  principal will continue and this will reduce interest expense and
  the requirement for financing from outside sources.
  
  The Company is current on its payments on the installment note
  payable, at 8% interest with a principal due of $12,384, secured
  by a deed of trust on a Company storage lot at 2050 22nd Street,
  Oceano, California.
  
  The combined principal balance due on the two notes which remain
  outstanding as of September 30, 1996, was $223,727.  The Company
  has arranged a $150,000 line of credit that has not been drawn on
  to date.  The Company has no other liabilities to creditors other
  than current accounts payable arising from its normal day-to-day
  operations and advance Resort rental reservation deposits, none
  of which are in arrears. 
  
  The Board of Directors continues its previously established
  policy by adopting a stringent, conservative budget for Fiscal
  Year 1997, which projects a positive cash flow of approximately
  $385,335 from operations.  While the Company projects a positive
  cash flow, this cannot be assured for Fiscal Year 1997.  Capital
  expenditures planned for 1997 include the continued enhancement
  of 123 RV sites with granite base and utility upgrades,

<PAGE> 11/40

  rebuilding of  a restroom, purchase of a trailer moving vehicle,
  upgrading of the computer system and continuing the enhancement
  of the maintenance area, equipment and buildings.  These
  investments are projected to be approximately $530,000, most of
  which can be deferred, if necessary.  These proposed capital
  improvements will be funded from cash from operations, from
  existing working capital and, if necessary, from a line of credit
  obtained by the Company in the event projected cash is not
  developed.  Thus, budgeted cash flow for the year is expected to
  be within the Company's capabilities based on its present working
  capital position.   
  
  LIQUIDITY  
  The Company's policy is to use its ability to generate operating
  cash flow to meet its expected future needs for internal growth. 
  The Company has continued to maintain sufficient cash so as to
  not require the use of a short term line of credit during the
  off-season period, and the Company expects to be able to do so
  (although no assurance of continued cash flow can be given.).
  
  Net cash provided by operating activities, including purchase of
  a certificate of deposit which existed in 1995 and was
  discontinued in 1996, totaled $577,120 in 1996, compared to
  $427,831 in 1995 and $316,912 in 1994.  Cash on hand and
  Certificates of Deposits for period in 1996 decreased over the
  period ended 1995 by $11,830, and increased over the period ended
  1994 by $115,166.  These fluctuations are a result of rebuilding
  the storm water outfall structure, marketing a reduced discount
  rate, pricing concepts and the added revenues from RV Storage
  space.  The fluctuation of cash position in Fiscal Years 1996,
  1995, and 1994 are a result of deferring selected capital
  projects.  The capital projects that were deferred will not
  detrimentally affect current business and were moved to the next
  two out years.  Future capital expenditures are expected to be
  funded through normal operating cash flows.
  
  The major capital expenditures during 1996 consisted of $502,514
  to rebuild the storm water outfall structure due to storm damage,
  renovation of restaurant kitchen, site enhancements, playground
  equipment, computer software, awnings, street sweeper,
  maintenance cart, and clubhouse furniture.  Major capital
  expenditures during 1995 consisted of $195,043 for site
  enhancements, installation of night/safety lights, road repair,
  painting of buildings, computer hardware and clubhouse furniture. 
  In 1994, cash investments of $166,650 included site enhancements
  and purchase of a trailer moving vehicle.  Site enhancements have
  involved installation of curbing, landscaping, road improvements,
  sidewalks and crushed granite as a parking base.  These site
  improvements have assisted management in raising the average paid
  rate from $23.61 in 1994, to an average of $27.97 in 1995 and an
  average of $27.78 in 1996.

<PAGE> 12/40
  
  The Company has continued to maintain sufficient cash from
  operations to not require the addition of long term debt during
  1996 or 1995.  With the possibility of requiring additional funds
  for planned capital improvements and winter season, the Company
  has taken steps to establish a $150,000 Line of Credit to insure
  funds will be available if required.  
  
  Fiscal Year 1996's current ratio (current assets to current
  liabilities) of 1.8 decreased from  Fiscal Year 1995's current
  ratio of 2.2.  The decrease in current ratio is the result of
  $502,705 in capital expenditures, and an increased tax liability
  at year end.  
  
  Working Capital decreased to $289,613 at the end of Fiscal Year
  1996 compared with $386,438 at year end Fiscal Year 1995, and
  $293,214 Fiscal Year 1994.  These fluctuations are a result of
  planned capital improvements, development of cash reserves and
  deferment of capital projects that have not detrimentally
  affected current operations and no required maintenance has been
  deferred.
  
  
  CAPITAL RESOURCES AND PLANNED EXPENDITURES  
  The Company plans capital expenditures of $530,000 in Fiscal Year
  1997 to renovate 123 camping sites, utility upgrades, restroom
  reconstruction, purchase of a trailer moving vehicle, upgrading
  of the computer system and continuing the enhancement of the
  maintenance area, equipment and buildings.  Funding for these
  projects is expected to be by revenue generated from the normal
  course of business and are expected to increase the Resort's
  value to its stockholders and the general public.

<PAGE> 13/40

  (d)     RESULTS OF OPERATIONS
  
  (1) YEAR TO YEAR COMPARISON
  
  INCOME: Increased over the prior fiscal year ended September 30,
  1995, by $164,016, or 6.8%, and increased from fiscal year ended
  September 30, 1994, by $240,037, or 10.2%.
  
                        INCOME BY SEGMENT
     
                                 1996           1995           1994  
   OCCUPANCY
   % of Stockholder Site Use     20.8%           20.2%           21.3%
   % of Site Rental              42.1%           39.8%           45.1%
   % of Storage Rental           94.0%           95.4%           92.9%
    
  RESORT OPERATIONS
  Site Rental                 $1,710,716      $1,621,027      $1,553,514
  Storage Operations            $319,280        $294,400        $276,959
  Support Operations            $109,180         $89,336         $88,546
    
  Total                       $2,139,176      $2,004,763      $1,919,019
    
  RETAIL OPERATIONS
  Store                         $308,293        $291,616        $302,718
  RV Repair/Parts store         $137,583        $124,657        $123,278
  
  Total                         $445,876        $416,273        $425,996
      
  TOTAL INCOME                $2,585,052      $2,421,036      $2,345,015
  
  <PAGE> 14/40

  Increases in Resort Operations income can be directly attributed
  to a 5.9% increase in site rental occupancy and an increase in
  fees charged to place stored vehicles on site.  In addition,
  increases can be attributed to a change in marketing strategies;
  in Fiscal Year 1994 midweek rates were discounted 50% for the
  period November l, 1993, through June 15, 1994.  However, during
  Fiscal Year 1996 and 1995 midweek rates were discounted only 25%
  which in turn developed increased revenues.  Elimination of
  special promotional pricing and additional lot space rentals for
  recreational vehicle storage also significantly contributed to
  increased revenues.  Storage revenue has increased each year
  since the Company established a new storage lot and increased
  storage capacity by 300 units.  The available recreational
  vehicle storage space is approximately 94% full. 
  
  Retail operations increased $29,603, or 7.1%, as compared to
  Fiscal Year 1995.  The RV Repair and Parts operation's growth is
  directly related to the growth of the storage operation and the
  increase in General Store revenues are a direct result of a 5.1%
  increase in total occupancy during the current year compared to
  Fiscal Year 1995.  Retail operations reflect an increase in
  income of $19,880, or 4.7%, above Fiscal Year 1994.  The increase
  in income in retail operations can be attributed to the continued
  increase of revenues in the RV Repair and Parts Operations.  
  
  The restaurant operation is no longer a Company revenue center. 
  It was closed as a Company operation in October of 1992 and is
  currently being operated as a leased facility.    Currently, the
  Company expects to continue the leasing out of this facility.   
  
  OPERATING EXPENSES: Decreased $8,137, or 0.5%, in the year ending
  September 30, 1996, over the year ended September 30, 1995, and
  increased $14,860, or 0.9%, over the year ended September 30,
  1994.  Decreases from Fiscal Year 1995 to Fiscal Year 1996 relate
  directly to expenses caused by a flood condition which occurred
  on March 10, 1995.  The increase of $14,860, or 0.9%, between
  Fiscal Year 1996 and 1994 is considered to be within
  expectations.
  
  INTEREST EXPENSE:  Decreased during the year ended September 30,
  1996, from the year ended September 30, 1995, by $8,993, or
  24.2%, as a result of increased principal payments, prepayment of
  principal, and reduced interest rates.  Interest decreased by
  $10,924, or 27.9%, from the year ending September 30, 1994, as a
  result of increased principal payments, a reduced rate of
  interest, and retirement of debt on an installment note payable. 
  
  INCOME BEFORE PROVISION FOR TAXES:  Indicated a profit of
  $279,576 for the year ended September 30, 1996, compared to a
  profit of $146,287 for the year ended September 30, 1995,
  compared to a profit of $98,143 for the year ended September 30,
  1994.  These profits are reflective of the Company's current
  pricing policies, and continuing efforts to maximize Resort
  services and increase capital expenditures.

<PAGE> 15/40

  Inflation has not had a significant impact on our profit
  position.  Company has increased rates which have more than
  compensated for the rate of inflation.  
  
  
    ITEM 7  FINANCIAL STATEMENTS 

<PAGE> 16/40

                                    

                        PISMO COAST VILLAGE, INC.
                            TABLE OF CONTENTS
              YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994



                                                             PAGE

Independent Auditors' Report                                    3

Balance Sheets September 30, 1996 and 1995                      4

Statements of Operations and Changes in Retained Earnings       5
   (Deficit) for the Years Ended September 30, 1996, 1995 and 1994

Statements of Cash Flows for the Years
    Ended September 30, 1996, 1995 and 1994                     6

Notes to Financial Statements                                7-13



                                    
<PAGE> 17/40
                                    
                                    
                                    
                                    
                                    
                                    
                      INDEPENDENT AUDITORS' REPORT


Board of Directors
Pismo Coast Village, Inc.
Pismo Beach, California 93449

We have audited the accompanying balance sheets of Pismo Coast 
Village,Inc. as of September 30, 1996 and 1995, and the related 
statements ofoperations and changes in retained earnings (deficit) 
and cash flows foreach of the three years then ended September 30, 
1996.  These financialstatements 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 in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audits 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.  An audit also includes 
assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Pismo 
Coast Village, Inc. as of  September 30, 1996 and 1995, and the results 
of its operations and its cash flows for each of the three years then 
ended September 30, 1996, in conformity with generally accepted 
accounting principles.




Glenn, Burdette, Phillips & Bryson
Certified Public Accountants
A Professional Corporation

October 17, 1996

<PAGE> 18/40

                        PISMO COAST VILLAGE, INC.
                             BALANCE SHEETS
                       SEPTEMBER 30, 1996 AND 1995

                                           1996        1995              
                                                       
                                                                    
ASSETS                                                                  
Current Assets                                                                  
Cash and cash equivalents                $517,236    $529,066 
Accounts receivable                         6,122      10,960 
Inventory                                  59,092      65,826  
Current deferred taxes                     25,000      22,624 
Prepaid expenses                           60,864      74,079 
                                          -------     -------
Total current assets                      668,314     702,555
                                                                    
Pismo Coast Village Recreational                                           
  Vehicle Resort and Related Assets -                                          
  Net of accumulated depreciation       5,643,793   5,423,666 
                                            
                                                                
Other Assets                               12,979       8,255 
                                        ---------   ---------   
Total Assets                           $6,325,086  $6,134,476 
                                        =========   =========    
                                                                    
LIABILITIES AND STOCKHOLDERS' EQUITY                                      
                                                                    
Current Liabilities                                                 
Accounts payable                          $37,244     $37,796
Salaries payable                            1,633       9,200
Vacation payable                           33,482      28,456
Other accrued expenses                     29,879      32,155
Rental deposits                           197,968     179,300
Income tax payable                         45,000       6,498 
Current portion of long-term debt          33,495      22,712 
                                          -------     -------
Total current liabilities                 378,701     316,117
                                                                    
Long-Term Liabilities                                                   
Long-term deferred taxes                   66,000      23,331
Long-term debt                            190,232     287,451
                                          -------     -------       
Total liabilities                         634,933     626,899 
                                                                    
Stockholders' Equity                                                  
Common stock - no par value, issued                            
and outstanding 1,800 shares            5,647,708   5,647,708
Retained earnings (deficit)                42,445    (140,131)          
                                        ---------   ---------
Total stockholders' equity              5,690,153   5,507,577
                                                                    
Total Liabilities and Stockholders'     ---------   ---------            
  Equity                               $6,325,086  $6,134,476 
                                        =========   =========    
                                                                    

The accompanying notes are an integral part of these financial
statements.

<PAGE> 19/40
                        
                        PISMO COAST VILLAGE, INC.
        STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
              YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994




                              1996        1995        1994   
                                                                    
Income                                                                  
Resort operations        $2,139,176   $2,004,763   $1,919,019
Retail operations           445,876      416,273      425,996 
                          ---------    ---------    ---------
Total income              2,585,052    2,421,036    2,345,015
                                                                    
Costs and Expenses                                        
Operating expenses        1,739,856    1,747,993    1,724,996   
Cost of goods sold          255,060      235,817      242,584     
Depreciation                281,062      252,447      238,868     
Amortization                  1,325        1,326        1,327          
Interest                     28,173       37,166       39,097      
                          ---------    ---------    ---------
Total costs and expenses  2,305,476    2,274,749    2,246,872
                          ---------    ---------    ---------  
Income Before Provision for                                            
 Taxes on Income            279,576      146,287       98,143
                                                            
Provision for taxes on income      
                             97,000       40,427       29,316 
                          ---------    ---------    ---------
Net Income                  182,576      105,860       68,827
                                                                    
Retained Earnings (Deficit)   
Beginning of Year          (140,131)    (245,991)    (314,818)   
                          ---------    ---------    ---------  
End of Year                 $42,445    $(140,131)   $(245,991)        
                          =========    =========    =========                
Earnings Per Share          $101.43       $58.81       $38.24 
                          =========    =========    =========                  
                                                                    

The accompanying notes are an integral part of these financial
statements.

<PAGE> 20/40
                        
                        PISMO COAST VILLAGE, INC.
                        STATEMENTS OF CASH FLOWS
              YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994

                                        1996        1995        1994       
            
                                                                    
Cash Flows From Operating Activities   
Net income                             $182,576    $105,860     $68,827 
                                        -------     -------     -------       
Adjustments to reconcile net income 
to net cash provided by operating 
activities:                                                                 
Depreciation                            281,062     252,447     238,868 
Amortization                              1,325       1,326       1,327
Proceeds (purchases) of 
  certificates of deposit                            50,000     (50,000)  
(Increase) decrease in accounts 
  receivable and prepaid expenses        18,053      15,857      (12,869) 
(Increase) decrease in inventory          6,734       7,157       (7,895) 
(Increase) decrease in deferred 
  income tax                             (2,376)      5,358       24,341
(Increase) decrease in other assets      (4,724)      1,800     
Increase (decrease) in accounts payable    (552)     15,528      (30,645) 
Increase (decrease) in salaries payable  (7,567)    (16,985)       6,477  
Increase in vacation payable              5,026         879        3,646 
Increase (decrease) in other        
  other accrued expenses                 (2,276)      1,433        1,259 
Increase in income taxes payable         38,502       6,498       (4,915)  
Increase in deferred income tax          42,669      23,331   
Increase in rental deposits              18,668       7,342       28,491 
                                        -------     -------      ------- 
   Total adjustments                    394,544     371,971      198,085
                                        -------     -------      ------- 
   Net cash provided by operating               
     activities                         577,120     477,831      266,912 
                                        -------     -------      -------     
                                                                    
Cash Flows From Investing Activities                         
Capital expenditures                   (502,514)   (212,540)    (166,650)  
                                        -------     -------      ------- 
Net cash used in investing activities  (502,514)   (212,540)    (166,650)  
                                        -------     -------      -------  
Cash Flows From Financing Activities                             
Retirement of debt                      (86,436)    (88,295)    (107,452)
                                        -------     -------      ------- 
Net cash used in financing activities   (86,436)    (88,295)    (107,452)       
                                        -------     -------      ------- 
Net increase (decrease) in cash and 
  cash equivalents                      (11,830)    176,996       (7,190) 
                                                                  
Cash and Cash Equivalents               
at Beginning of Year                    529,066     352,070      359,260 
                                        -------     -------      -------  
Cash and Cash Equivalents 
at End of Year                         $517,236    $529,066     $352,070 
                                        =======     =======      =======
Schedule of Payments of Interest and 
Taxes Payments for interest             $28,173     $37,166      $39,097 
Payments for income tax                 $18,318      $4,880       $9,938 

The accompanying notes are an integral part of these financial
statements.

<PAGE> 21/40

                        PISMO COAST VILLAGE, INC.
                      NOTES TO FINANCIAL STATEMENTS
                   SEPTEMBER 30, 1996,  1995 AND 1994

Note 1 - Summary of Significant Accounting Policies

Nature of Business
        Pismo Coast Village, Inc. (Company) is a recreational vehicle camping
resort.  Its business is seasonal in nature with the fourth quarter, the 
summer, being its busiest and most profitable.

Inventory
        Inventory has been valued at the lower of cost or market on a first-
in, first-out basis.

Depreciation and Amortization
        Depreciation of property and equipment is computed using an acceler-
ated method based on the cost of the assets, less allowance for 
salvage value, where appropriate.  Depreciation rates are based upon 
the following estimated useful lives:

         Building and park improvements         5 to 40 years
         Furniture, fixtures, equipment and
           leasehold improvements               5 to 31.5 years
         Transportation equipment               5 to 10 years

Loan fees of $9,292 net of accumulated amortization of $3,978 and 
$2,653 at September 30, 1996 and 1995, respectively, are included 
with other assets.  Amortization is computed using the straight-line 
method over seven years.  The balance of other assets at September 30, 
1996 and 1995, represents deposits on hand of $7,665 and $1,616, 
respectively.

Investment Tax Credits
        Investment tax credits are accounted for by the flow-through method.

Earnings Per Share
        The earnings per share is based on the 1,800 shares issued and 
outstanding.

Cash and Cash Equivalents
        For purposes of the statements of cash flows, the Corporation considers
all highly liquid investments including certificates of deposit with a
maturity of three months or less when purchased, to be cash equivalents.

Use of Estimates
        The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates 
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

<PAGE> 22/40

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30,  1996, 1995 AND 1994
PAGE 2



Note 2 - Pismo Coast Village Recreational Vehicle Resort and Related Assets
        At  September 30, 1996 and 1995, property and equipment, which are
recorded at cost, included the following:
                                                            
                                1996        1995           
                                                            
Land                           $2,680,850  $2,680,850   
Building and park improvements  5,521,908   5,020,613    
Furniture, fixtures,    
equipment and leasehold                
improvements                    1,205,415   1,197,457
Transportation equipment          148,152     139,227     
Construction in progress              147      17,136
                                ---------   ---------
                                9,556,472   9,055,283  
Less accumulated          
depreciation                    3,912,679   3,631,617
                                ---------   ---------   
                               $5,643,793  $5,423,666
                                =========   =========              
                                
Major additions in the year ended September 30, 1996, included, creek
restoration, granite site bases, and safety lighting projects.

Note 3 - Long-Term Debt
        Long-term debt at September 30, 1996 and 1995, is summarized as 
follows:

                                                    1996        1995           
                                                          
     8% Installment note payable, due in monthly
        installments of $125 through April 13,
        2010, secured by deed of trust on the
        storage lot at 2050 22nd Street, Oceano. $ 12,384       $ 12,872
                                                          
  10.5% Installment note payable, due in monthly
    installments of $4,426 through August 1, 2000,
    unpaid balance due in full September 1, 2000.  
    Interest is variable, secured by deed of trust on
    300 South Dolliver and 180 South Dolliver, 
    Pismo Beach.                                  211,343       297,291
                                                  -------       -------
                                                  223,727       310,163
    Less current portion of long-term debt         33,495        22,712
                                                  -------       ------- 
                                                 $190,232      $287,451   
                                                  =======       =======
<PAGE> 23/40

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996, 1995 AND 1994
PAGE 3


Note 3 - Long-Term Debt (Continued)
        Maturities of long-term debt are as follows:

Year Ended September 30,       Amount
                                                     
        1997                $33,495
        1998                 36,633
        1999                 40,656
        2000                103,141
        2001                    727
        Thereafter            9,075
                            -------                   
        Total              $223,727

Total interest cost incurred was $28,173, $37,166 and $39,097 for 
the years ended September 30, 1996, 1995 and 1994.

Note 4 - Line of Credit
        The Company has a revolving line of credit for $150,000.  The 
interest rate is variable at two percent over prime, with an initial 
rate of 10.25 percent expiring December 28, 1996.  The purpose of 
the loan is to augment operating cash needs in off season months.  
There were no outstanding amounts as of September 30, 1996.

Note 5 - Common Stock
        Each share of stock is intended to provide the shareholder with a 
minimum free use of the park for 45 days per year.  If the Company 
is unable to generate sufficient funds from the public, the Company 
may be required to charge shareholders for services.

        A shareholder is entitled to a pro rata share of any dividends as 
well as a pro rata share of the assets of the Company in the event 
of its liquidation or sale.  The shares are personal property and do 
not constitute an interest in real property.  The ownership of a 
share does not entitle the owner to any interest in any pabticular 
site or camping spot.

Note 6 - Carryforwards Relating to Federal Income Taxes
        The Company has the following tax credits available to offset future
federal tax liabilities:

       Approximate investment tax credits expiring as follows:
                                                
    September 30, 2000                      $250
    September 30, 2001                       356
                                               
<PAGE> 24/40

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996, 1995 AND 1994
PAGE 4


Note 7 - Income Taxes
        Effective October 1, 1992, the Company adopted Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes" (SFAS 109).
SFAS 109 requires, among other things, a change from the deferred to 
the asset-liability method of computing deferred income taxes.  This 
is considered a change in accounting principle and the net effect of 
the change resulted in a one time benefit of $83,402.

The provision for income taxes consists of the following components:

                          1996        1995        1994
Current:                                        
Federal                 $62,000     $33,713     $11,615
State                    25,000      11,738       6,186
                         ------      ------      ------
                         87,000      45,451      17,801
Deferred:                                       
Federal                  38,000      26,901      16,793
State                     2,000       1,788       7,548
                         ------      ------      ------   
                         40,000      28,689      24,341
                                                          
Tax benefit of net                              
operating loss
carryforward:
Federal                 (30,000)    (33,713)    (11,615)
State                                            (1,211)
                         ------      ------      ------                      
                        $97,000     $40,427     $29,316

The deferred tax assets (liabilities) are comprised of the following:

                                  1996                 1995
                            Current  Long-Term   Current  Long-Term
Deferred tax assets:
     Federal                $23,000   $          $20,533   $
     State                    2,000                2,091      
                                                            
  Deferred tax liabilities:
     Federal                          (46,000)               (4,718)
     State                            (20,000)              (18,613)
                            -------   -------    -------     -------
                            $25,000  $(66,000)   $22,624    $(23,331)

<PAGE> 25/40

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996, 1995 AND 1994
PAGE 5


Note 7 - Income Taxes (Continued)

The above deferred tax assets (liabilities) consist of the following
temporary differences:

                                                   1996        1995      
    Depreciation                                $(66,000)   $(48,806)    
                                                  ------      ------
    Total gross deferred tax liabilities         (66,000)    (48,806)   
                                                            
    Net operating loss carryforward                           23,853
    Federal tax credits                            3,000      11,622       
    Vacation accrual                              10,000       6,587       
    Miscellaneous                                 12,000       6,037
                                                  ------      ------
    Total gross deferred tax assets               25,000      48,099    
                                                  ------      ------          
                                                $(41,000)    $  (707)   

The effective income tax rate varies from the statutory federal income
tax rate as follows:

                                        1996        1995        1994
                                                            
Statutory federal income tax rate       34.0 %      34.0%       34.0%
Increase (decreases):                                     
    State income taxes, net of 
     federal benefit                     6.3         6.2         8.5
    Effect of graduated tax rates       (5.1)      (12.8)      (12.6)
    Miscellaneous                        (.6)         .2          .1
                                        ----        ----        ----
    Effective Income Tax Rate           34.6 %      27.6 %      30.0 %

<PAGE> 26/40

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996, 1995 AND 1994
PAGE 6


Note 8 - Operating Expenses

Operating expenses for the years ended September 30, 1996, 1995 and 
1994,consisted of the following:
                                                                    
                                  1996        1995        1994 
    
                                                                    
Direct labor                    $450,450    $446,199    $475,321 
Administrative salaries          225,569     199,321     190,388 
Contract labor                       816      13,707       8,117 
Insurance                        148,302     179,259     180,260 
Payroll tax expense               64,977      64,047      64,703 
Employee travel and training      15,778      15,497      15,217 
Property taxes                    39,673      27,498      27,168 
Taxes and licenses                 4,367       4,725       4,916 
Corporation expense               46,257      55,344      45,834 
Advertising and promotion         50,583      31,219      34,402 
Telephone                         26,228      27,689      31,517 
Security                          62,295      62,950      63,581 
Office supplies and expense       38,943      37,565      35,847 
Custodial supplies                 8,889       7,314       5,620 
Recreational supplies              4,211       3,669       4,823 
Professional services             24,413      33,142      21,477 
Retail operating supplies          3,102       3,037       3,681 
Repairs and maintenance           63,487      54,054      50,988 
Contract services                125,713     123,128     120,561 
Equipment lease                    1,850       1,001       3,051 
Utilities                        194,691     193,380     204,729 
Auto and truck expense            28,756      29,020      31,335 
Rent - storage lots               59,769      55,766      52,815 
Bad debts                          1,277         238         170 
Service charges                   36,969      36,813      33,288 
Storm damages                                 29,713          
Uniforms                           5,904       5,882       9,323 
Miscellaneous                      6,587       6,816       5,864 
                               ---------   ---------   ---------
    Total Operating Expenses  $1,739,856  $1,747,993  $1,724,996 
                                            
<PAGE> 27/40                                                                    
                                                                    


PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996, 1995 AND 1994
PAGE 7



Note 9 - Operating Leases

The Company leases two pieces of property to use as storage lots.  
One is leased under a cancelable month-to-month lease.  The other 
was entered into effective August 1, 1991, for five years with an 
option to extend the lease for an additional five years. Monthly 
lease payments are currently $2,160 and are increased annually based 
on the Consumer Price Index. Future minimum lease payments underthe 
second lease are as follows:

     Year Ended September 30,                       Amount
                                     
               1996                             $ 6,480
                                                  -----
               Total                            $ 6,480
                                    
The current agreement has been extended until December 31, 1996.  The
Company has given notice of intent to exercise the option for five
additional years and is awaiting lessor approval.
                                    
                                    
<PAGE> 28/40

ITEM 8  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
  ACCOUNTING AND FINANCIAL DISCLOSURE
  
  Inapplicable.


  
                           PART III
                                
  
  ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS;
  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
  
  (a) Except for new appointee Thomas Rourke who replaced Danny R.
  Shaffer, the Company's Directors were chosen at the Shareholder's
  Annual Meeting on January 20, 1996.  The Directors serve for one
  year, or until their successors are elected.  The names, ages,
  background and other information concerning the Directors,
  including other offices held by the Directors with the Company,
  are set forth below.
  
  (b)  The following is a list of the Company's Directors and
  Executive Officers setting forth their functions and experience. 
  There is no familial relationship between the Directors nor
  between the Directors and the Officers.  There is no
  understanding or agreement under which the Directors hold office.
  
  HOWARD ALLARD, Director
      Howard Allard, age 71, resides at 5161 Diablo Drive,
  Sacramento, California  95842.  He has a master's degree in
  education administration from California State University,
  Sacramento.  He was an elementary school principal in the Rio
  Linda Union School District for 29 years prior to retirement in
  1985.  He has been a partner since 1978 in Allard Enterprises
  which maintains rental properties, and he has also been a partner
  since 1982 in Allard Limousine and in the Horse Shoeing Supplies
  Company since 1987.  Mr. Allard has served on the Board for 16
  years, including three years as President and two years as
  Secretary.
   
  EMILY BARTON, Director
      Emily Barton is 64 years old.  She resides at 4008
  Glenbrook Avenue, Bakersfield, California  93306.  She holds an
  inactive B-1 California Contractor's License and a supplemental
  Swimming Pool License C-53.  She was active in the building
  business for many years.  She is still active in the remodeling
  and rehabilitation of her properties.  She has been in the rental
  business for 29 years and is currently active in the rental
  business.  Her specialty is buying foreclosures.  She holds an
  inactive life and disability insurance license and is associated
  with Cross Town Insurance Co.  She is past president of B'nai
  B'rith Women Bakersfield Chapter #69.  Under her leadership,
  B'nai B'rith Women received many community service awards.  She
  has served on the Board for four years.
    
<PAGE> 29/40

  DONALD BIANCHI, Director
      Donald Bianchi is 73 years old.  He resides at 3605 Belle
  Terrace, Bakersfield, California  93309.  He retired from the
  U.S. Air Force as a Lieutenant Colonel in 1983 and served as
  president of The Retired Officers Association in 1994.  He was a
  traffic officer, pilot and accident follow-up investigator for
  the California Highway Patrol for 31 years until his retirement
  in 1978.  He served as vice president of the Kern Kiwanis and is
  an active member of the Masonic Lodge.  He is now a licensed
  state investigator in private practice and monitor for California
  traffic schools.  He has served on the Board for 21 years.
  
  KURT BRITTAIN, Director and Executive Vice President 
      Kurt Brittain is 66 years old and resides at 518 El Modena
  Avenue, Newport Beach, California 92663.  After his Marine Corps
  service, he was employed for more than 33 years by Orange County,
  California, before his retirement in 1986.  His background
  includes public works, flood control and manager of the county's
  harbors, beaches and parks system.  He was in charge of three
  harbors, seven beaches and over 26 parks, three of which were
  camping parks.  He has completed extension courses in business
  administration, management, recreation and real estate.  He has
  served on the Board for seven years; including one year as Vice
  President - Administration, one year as Vice President -
  Secretary, and is currently serving a fourth year as Executive
  Vice President.
  
  ALBERT BROWN, Director
      Albert Brown is 73 years old.  He resides at 22718 Lone
  Eagle Road, Apple Valley, California  92308.  He was employed at
  Hughes Aircraft for 20 years, from 1945 to 1965, T.R.W. Systems
  for 3 1/2 years, from 1965 to 1968, and Rohr Industry Inc., for 11
  1/2 years, from 1968 until retirement in 1979.  He worked his way
  up from being an assembler to senior industrial engineer,
  reporting directly to the manager of industrial engineering.  He
  has completed extensive continued education in the field of
  industrial engineering at U.S.C.  He is an instructor with the
  A.A.R.P. 55-Alive Senior Driving Course.  He has served on the
  Board of Directors for 11 years, including two years as Vice
  President - Administration.
  
  HARRY BUCHAKLIAN, Director
      Harry Buchaklian is 64 years old.  He resides at 1361 E.
  Ticonderoga Drive, Fresno California 93720.  He has a B.A. degree
  from C.S.U.F. in industrial arts, and a secondary level teaching
  credential in laboratory electronics and small engine repair. 
  His career has included employment as assistant manager with
  Western Auto Stores, electronics instructor at Fresno Technical
  College and technical supervisor for Sears Roebuck.  He retired
  from Sears Roebuck in 1994.  He has served on the Board for 12
  accumulative years, including most recently from September 16,
  1995, to present. 
  
<PAGE> 30/40

  FRANK DRAKE, Director
      Frank Drake is 55 years old.  He resides at 9511 Birch
  Creek Court, Bakersfield, California 93312.  Mr. Drake has an
  A.A. degree from Bakersfield College, and holds an administration
  of justice lifetime vocational teaching credential from U.C.L.A. 
  Mr. Drake retired after 20 years with the Kern County Sheriffs
  Department where he was commander of detective, administration
  and jail facilities.  Following his retirement from the Sheriff's
  Department in 1988, he was employed as a safety consultant with
  State Compensation Insurance Fund assisting clients in complying
  with OSHA and other safety standards.  He retired from this
  position in December 1995.  Mr. Drake has served on the Board for
  one year.
  
  NORMAN GOULD, Director
      Norman Gould is 77 years old. He resides at 10597 Road 30,
  Madera, California  93637.  He has a B.A. in education and an
  M.A. in administration.  His occupation prior to retirement in
  1986 was as the superintendent of schools for Madera County.  He
  was a member of the board of directors of Kingsview, Inc., from
  1968 to 1980 and held the positions of vice chairman and chairman
  of the board.  He is currently on the board of directors of
  Valley Teen Ranch, Inc.  Mr. Gould also serves as the president
  on the board of directors for Camp Sugar Pine, Inc., a nonprofit
  corporation.  He has served on the Board for 18 accumulative
  years, most recently March 20, 1993, to present, including nine
  years as President, one year as Treasurer and two years as
  Secretary.
  
  MAURICE GREENBERG, Director
      Maurice Greenberg is 77 years old.  He resides at 17225
  Tennyson Place, Granada Hills, California  91344.  He is a
  consulting registered civil engineer and geotechnical engineer in
  California, and registered professional engineer in nine other
  states.  He worked 19 years with the Ralph M. Parsons Company,
  worldwide engineers and constructors, as vice president and
  manager of geotechnical services worldwide.  Prior to that he
  worked 20 years as soils testing and construction inspection and
  geotechnical engineer for the city of Detroit, Michigan, and has
  been named a distinguished graduate and member of the Hall of
  Fame at Wayne State University where he received his Bachelor's
  degree.  He retired in 1985 from the Ralph M. Parsons Company. 
  He has a Master's degree in engineering from the University of
  Michigan.  He is a life fellow of the American Society of Civil
  Engineers, life member of the Society of American Military
  Engineers, and life member of National Rifle Association.  Mr.
  Greenberg has served on the Board for 11 years, including one
  year as Executive Vice President.
  
  EDWARD HINDS, JR., Director and Vice President - Secretary
      Edward (Dee) Hinds, Jr., age 69, resides at 3416 West
  Magill Avenue, Fresno, California  93711.  He was employed by
  Bank of America serving as a branch officer, vice president,
  manager and regional credit administrator for more than 38 years
  prior to his retirement in 1988.  He has served on the Board for
  16 years, and is currently serving a fourth year as Vice
  President - Secretary.

  <PAGE> 31/40

  TERRIS HUGHES, Director
      Terris (Terry) Hughes, is 47 years old and resides at 2426
  Sunset, Wasco, California 93280.  Mr. Hughes holds an A.A. degree
  from Bakersfield Junior College in police science.  He has been
  employed with Cal Resources LLC for 23 years, an oil industry
  company recently acquired by Mobil Oil Corporation, and has held
  the position of senior training technician for the last 10 years. 
  His duties include providing safety and operational training to
  Cal Resources LLC employees.  Mr. Hughes has served on the Board
  for one year.
  
  LARRY KELLER, Director
      Larry Keller, age 43, resides at 3807 Mesa Grande,
  Bakersfield California 93304.  Mr. Keller founded and operated
  Nooner Food Service from 1979 until 1992, providing on-site food
  service of up to 13,000 meals per day at fire camps for the U. S.
  Forest Service throughout 11 western states.  He also served as
  president, vice president and secretary/treasurer of the Western
  Forest Fire Catering Association.  Since 1992, Mr. Keller has
  been self-employed at Presidio Business Center, a commercial real
  estate management company he owns and manages.  Mr. Keller has
  served on the Board for one year.
  
  RONALD NUNLIST, Director and President
      Ronald Nunlist, age 59, resides at 1105 Minter Avenue,
  Shafter, California 93263.  He has been employed in the oil
  business for many years and since 1995 has been employed by Cal
  Resources LLC, an oil industry company recently acquired by Mobil
  Oil Corporation, as an operations foreman.  He has served on the
  Board for 11 years, and is currently serving his fifth year as
  President.
  
  JERALD PETTIBONE, Director, Vice President - Finance, and Chief
  Financial Officer
      Jerry Pettibone, age 70, resides at 4179 Court Drive,
  Santa Cruz, California  95062.  He sold and retired from his
  company, Pettibone Signs in Santa Cruz, in October 1988.  He
  started the company in 1960, which operated statewide.  Active in
  trade associations, he served on the board of directors of the
  National Electric Sign Association, and on the board of directors
  of the World Sign Association, serving as national president in
  1985-1986.  He served on the board of directors of the California
  Electric Sign Association for 22 years and was recently elected a
  director emeritus.  Also active in Rotary Club, he is a charter
  member and past president of the Capitola/Aptos Club.  He has
  served Rotary as district governor of district 5170 in 1983-1984. 
  Mr. Pettibone has been a shareholder since 1979.  He has served
  on the Board for four years and is currently serving a third term
  as Vice President - Finance/Chief Financial Officer.
  
<PAGE> 32/40

    <PAGE>
THOMAS ROURKE, Director
      Thomas Rourke is 59 years old.  He resides at 899 Stagi
  Lane, Los Altos, California 94024.  Mr. Rourke graduated from the
  University of Massachusetts in 1965 with a B.B.A. degree.  He was
  vice president of operations at Lynch Communications, Inc., in
  Reno, Nevada from 1980-1982, and president of Lynch Circuits,
  Inc., in Sunnyvale, California from 1982-1987.  He is currently
  president and chairman of the board of Startech Electronics,
  Inc., a company that produces printed circuit boards and other
  electronic equipment, in Mountain View, California, a position he
  has held since 1988.  Mr. Rourke was appointed by the Board on
  July 20, 1996, to fill a vacancy created by the resignation of
  Danny Shaffer.
  
  HENRY VALENTIA, Director and Vice President - Administration
      Henry Valentia is 71 years old.  He resides at 2007
  Cardinal Way, Fairfield, California  94533.  He is retired from
  the U.S. Air Force as a Lieutenant Colonel in 1969.  He has a
  degree in industrial management and an A.A. in business
  administration.  Mr. Valentia also retired from Chevron
  Corporation as a safety engineer in 1984.  From June 1979 to June
  1984 he served on the board of directors at Travis Air Force Base
  Credit Union on its finance committee.  Mr. Valentia has also
  served two years as treasurer on the board of directors for
  Lawrence Welk Desert Oasis, Palm Springs, California.  He has
  served on the Board for 10 years, and is currently serving a
  second year as Vice President - Administration.
  
  JACK WILLIAMS, Director
      Jack Williams is 46 years old.  He resides at 7801
  Revelstoke Way, Bakersfield California  93309.  Mr. Williams
  graduated from San Diego State University in 1974 with a B.S. in
  accounting.  Following that, he has been employed in the field of
  accounting in a variety of industries, including agriculture,
  construction, heavy equipment sales, and manufacturing.  Mr.
  Williams established his own C.P.A. practice in 1983, and has
  been in practice since that time.  He has served on the Board of
  Directors for two years.
  
  CHARLES ZAHKA, Director
      Charles Zahka, age 70, resides at 6300 Alonzo Avenue,
  Encino, California  91316.  He retired as vice president of the
  Broadway Department Stores in 1990 after 20 years.  He presently
  serves as a private management consultant.  Mr. Zahka is
  president of the Stroke Association of Southern California and
  vice-chairman of the Better Business Bureau of the Southland.  He
  has served on the Board for eight years, including one year as
  Secretary and one year as President.
  
  DANNY SHAFFER, Former Director
      Danny Shaffer is 47 years old and resides at 16620 Johnson
  Road, Bakersfield California 93312.  Mr. Shaffer been employed
  for 18 years as owner and president of Kern Backhoe Service,
  Inc., Kern Environmental Service, and KVS Transportation, oil
  construction, environmental, and transportation businesses.  He
  also owns commercial rental properties.  Mr. Shaffer was
  appointed by the Board on May 20, 1995, to fill a vacancy created
  by the death of Director Reva Ramey.  Mr. Shaffer served on the
  Board until his resignation in March 1996.   
  
<PAGE> 33/40
              Other Officers and Key Employees:
  
  BLAINE FORREST, Assistant Corporate Secretary and General Manager
      Blaine Forrest, 59 years old, is employed by the Company
  as General Manager and serves as Assistant Corporate Secretary. 
  He resides at 120 4th Street, Templeton, California 93465.  He
  has a B.S. degree in business management from Pacific Christian
  College and an M.P.A. from the University of San Francisco.  He
  served in the military for 31 years, from 1955 to 1986, with
  assignments as administrative officer, facilities manager and
  comptroller.  He served from 1983 to 1986 as a deputy director of
  the California Conservation Corps, a position to which he was
  appointed by the then governor of California.  His business
  affiliations include:  Member of board of directors of California
  Travel Parks Association for nine years, from 1987 to 1996,
  (serving two years as president), a director on the Pismo Beach
  Chamber of Commerce since 1991 and currently serving a second
  term as president, served as a commissioner on the Pismo Beach
  Conference and Visitors Bureau (a position appointed by the mayor
  of the city) from 1990 to 1996, and president of the Hospitality
  Association of Pismo Beach for three years, 1991, 1992 and 1993. 
  Mr. Forrest has served in his position with the Company for ten
  years. 
                 
  
  FURTHER INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS
  
  To the knowledge of the Company, none of the officers or
  directors have been personally involved in any bankruptcy or
  insolvency proceedings.  To the knowledge of the Company, none of
  the directors or officers have been convicted in any criminal
  proceedings (excluding traffic violations and other minor
  offenses) or are the subject of a criminal proceeding which is
  presently pending, nor have such persons been the subject of any
  order, judgment, or decree of any court of competent
  jurisdiction, permanently or temporarily enjoining them from
  acting as an investment advisor, underwriter, broker or dealer in
  securities, or as an affiliated person, director or insurance
  company, or from engaging in or continuing in any conduct or
  practice in connection with any such activity or in connection
  with the purchase or sale of any security, nor were any of such
  persons the subject of a federal or state authority barring or
  suspending, for more than 60 days, the right of such person to be
  engaged in any such activity, which order has not been reversed
  or suspended.
  
  ITEM 10  EXECUTIVE COMPENSATION
  
  No Officer or Director was paid over $100,000 during the past
  fiscal year.
  
  REMUNERATION OF DIRECTORS
  The directors received no cash remuneration for their service. 
  However, the directors are entitled to mileage reimbursement for
  travel to and from meetings upon request.  In addition, they are
  entitled to use of the Resort for attending meetings and are
  provided with food and refreshments in connection with Board
  Meetings.  The aggregate value of the foregoing during the fiscal
  year ended September 30, 1996, was estimated at $14,579.
  
<PAGE> 34/40

  OPTIONS, WARRANTS OR RIGHTS
  The Company has no outstanding options, warrants or rights to
  purchase any of its securities.
  
  INDEBTEDNESS OF MANAGEMENT
  No member of management was indebted to the Company during its
  last fiscal year.
  
  ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  MANAGEMENT                       
  
  (a)  No person owns beneficially of record more than 5% of the
  Company's securities.
  
  SECURITY OWNERSHIP OF MANAGEMENT
  
  (b)  The following sets forth the securities beneficially owned,
  directly, by all directors and officers as a group as of
  September 30, 1996:                      
  
                                          Amount of    Percent
  Board Member        Title of Class      Ownership    of Class

Howard Allard         Common Stock         1 Share      0.056%
5161 Diablo Ave
Sacramento CA 95842

Emily Barton          Common Stock         2 Shares     0.111%
4008 Glenbrook Ave
Bakersfield CA 93306

Donald Bianchi        Common Stock         2 Shares     0.111%
3605 Belle Terrace
Bakersfield CA 93309

Kurt Brittain         Common Stock         2 Shares     0.111%
518 El Modena Ave
Newport Beach CA 92663

Albert Brown          Common Stock          2 Shares    0.111%
22718 Lone Eagle Rd
Apple Valley CA 92308

Harry Buchaklian      Common Stock          1 Share     0.056%
1361 E Ticonderoga Dr
Fresno, CA 93720

<PAGE> 35/40
                                            Amount of    Percent
Board Member          Title of Class        Ownership    of Class

Frank Drake           Common Stock          1 Share      0.056%
1242 Castaic Ave
Bakersfield CA 93308

Norman Gould          Common Stock          1 Share      0.056%
10597 Road 30
Madera CA 93637

Maurice Greenberg     Common Stock          1 Share      0.056%
17225 Tennyson Pl
Granada Hills CA 91344

Edward Hinds, Jr.     Common Stock          1 Share      0.056%
3416 W Magill Ave
Fresno CA 93711

Terris Hughes         Common Stock          1 Share      0.056%
2426 Sunset
Wasco CA 93280

Larry Keller          Common Stock          1 Share      0.056%
3807 Mesa Grande
Bakersfield CA 93304

Ronald Nunlist        Common Stock          4 Shares     0.222%
1105 Minter Ave
Shafter CA 93263

Jerald Pettibone      Common Stock          1 Share      0.056%
4179 Court Dr
Santa Cruz CA 95062

Thomas Rourke         Common Stock          2 Shares     0.111%
899 Stagi Ln
Los Altos CA 94024

Henry Valentia        Common Stock          3 Shares     0.167%
2007 Cardinal Way
Fairfield CA 94533

<PAGE> 36/40

                                            Amount of    Percent
Board Member          Title of Class        Ownership    of Class

Jack Williams         Common Stock          1 Share      0.056%
7801 Revelstoke Way
Bakersfield CA 93309

Charles Zahka         Common Stock          2 Shares     0.111%
6300 Alonzo Way
Encino CA 91316

All Officers and
Directors as a Group  Common Stock          29 Shares     1.611%

All such shares are owned beneficially and of record, there are no
additional shares known to the Company for which the listed
beneficial owner has the right to acquire beneficial ownership as
specified in Rule 13D-3(d)(1) of the Exchange Act.

c) CHANGES IN CONTROL

                      Not applicable

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have been no transactions between the Company and any member
of management, director, officer, any 5% shareholder, promoter or
family member of the foregoing, either during the last two years or
proposed.                                      

                             PART IV

ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K

(a.)  Documents Filed as Part of the Report:

  Independent Auditor's Report             

  Balance Sheets as of September 30, 1996 and 1995 

  Statements of Operations and Changes in Retained Earnings
  (Deficit) for the years ended September 30, 1996, 1995 and 1994 

  Statements of Cash Flows for the years ended September 30, 1996,
  1995 and 1994 

<PAGE> 37/40

  Notes to Financial Statements

Supporting Schedules:

  XIII.  Capital Shares as of September 30, 1996 and 1995.

(b.)  Reports on Form 8-K - None have been filed during the last
quarter of the period covered by this report.                      


(c.)  Exhibit/Index:

                                            Sequential
Exhibit Number     Item Description         Page Number

     24            Consent of Accountants        24
     27            Financial Data Schedule       *                  
     
       * Filed electronically only
<PAGE> 38/40              
                           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.

PISMO COAST VILLAGE, INC.

By:   /s/ Ronald Nunlist                                 Date:
                                                         November 16,
                                                         1996
      Ronald Nunlist, President and
      Chairman of the Board

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 and in the capacities and on the dates
indicated.                      

By:   /s/ Ronald Nunlist                                 Date:
                                                         November 16,
                                                         1996 
      Ronald Nunlist, President and
      Chairman of the Board                    

By:   /s/ Kurt Brittain                                  Date:
                                                         November 16, 
                                                         1996
      Kurt Brittain, Executive Vice President and Director

By:   /s/ Edward Hinds, Jr.                              Date:
                                                         November 16,
                                                         1996
      Edward Hinds, Jr., Vice President - Secretary and Director

By:   /s/ Jerald Pettibone                               Date:
                                                         November 16, 
                                                         1996 
      Jerald Pettibone, C. F. O., V. P. - Finance and Director   
                                                      
By:   /s/ Henry Valentia                                 Date:
                                                         November 16,
                                                         1996
      Henry Valentia, Vice President - Administration and
      Director 

By:   /s/ Howard Allard                                  Date:
                                                         November 16, 
                                                         1996
      Howard Allard, Director

By:   /s/ Emily Barton                                   Date:
                                                         November 16, 
                                                         1996 
      Emily Barton, Director

By:   /s/ Donald Bianchi                                 Date:
                                                         November 16,
                                                         1996 
      Donald J. Bianchi, Director

By:   /s/ Albert Brown                                   Date:
                                                         November 16, 
                                                         1996 
      Albert Brown, Director

<PAGE> 39/40

By:   /s/ Harry Buchaklian                               Date:
                                                         November 16, 
                                                         1996
      Harry Buchaklian, Director

By:   /s/ Frank Drake                                    Date:
                                                         November 16, 
                                                         1996 
      Frank Drake, Director

By:   /s/ Norman Gould                                   Date:
                                                         November 16,
                                                         1996
      Norm Gould, Director                          

By:   /s/ Maurice Greenberg                              Date:
                                                         November 16,
                                                         1996
      Maurice Greenberg, Director                      

By:   /s/ Terris Hughes                                  Date:
                                                         November 16,
                                                         1996
      Terris Hughes, Director                           

By:   /s/ Larry Keller                                   Date:
                                                         November 16,
                                                         1996
      Larry Keller, Director                    

By:   /s/ Thomas Rourke                                  Date: 
                                                         November 16,
                                                         1996
      Thomas Rourke, Director                          

By:   /s/ Jack N.  Williams                              Date:
                                                         November 16,
                                                         1996
      Jack N. Williams, Director

By:   /s/ Charles Zahka                                  Date:
                                                         November 16,
                                                         1996
      Charles A. Zahka, Director                       

<PAGE> 40/40