=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q


(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
EXCHANGE ACT OF 1934 
For the Quarterly period ended September 30, 1996  OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
EXCHANGE ACT OF 1934 
For the transition period from ______________________ to 
______________________.

Commission File Number   0-27238

                       Western Pacific Airlines, Inc.
           (Exact Name of Registrant as Specified in Its Charter)
   
          Delaware	                              	86-0758778
  (State or other jurisdiction                 (I.R.S. employer
of incorporation or organization)           identification number)
		
  2864 South Circle Drive, Suite 1100		
      Colorado Springs, Colorado		                   80906
(Address of principal executive offices)          (Zip code)

Registrant's telephone number, including area code:  (719) 579-7737

Indicate by check mark whether the registrant: (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. Yes [X]  No[ ]
As of  November 1, 1996 there were 13,379,890 shares of Common Stock of the 
registrant issued and outstanding.
==============================================================================
<PAGE>

WESTERN PACIFIC AIRLINES, INC.

INDEX

PART I. FINANCIAL INFORMATION

                                                                 Page Number
                                                                 -----------
Item 1.	Financial Information

	Balance Sheets
      	September 30, 1996 and December 31, 1995                      	3

	Statements of Operations
      	Three Months ended September 30, 1996 and 1995	                4
		     Nine Months ended September 30, 1996 and 1995
	
	Statements of Cash Flows	
	      Nine Months ended September 30, 1996 and 1995                 	5

	Notes to Financial Statements	                                       6

Item 2.	Management's Discussion and Analysis of Financial 
		Condition and Results of Operations			                            		6


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K	                            16

       	Signatures                                                  	17

<PAGE>

WESTERN PACIFIC AIRLINES, INC.

BALANCE SHEETS
                                                 SEPT. 30, 1996   DEC. 31, 1995 
                                                 --------------  --------------
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                        $   19,289,039	 $   49,966,697
Restricted cash and cash equivalents                 11,249,270	   	  8,350,639
Accounts receivable, net of allowance for 
   uncollectible accounts of $285,000 and 
   $350,000 at Sept. 30, 1996 and December 
   31,1995, respectively                              5,724,942	   	  5,248,621
Prepaid expenses and other                           15,719,767	   	  4,110,174
Prepaid maintenance	                                  6,668,990     	 1,648,498 
                                                  -------------   -------------
		Total current assets                               58,652,008	     69,324,629

PROPERTY AND EQUIPMENT, net                          39,462,490		    13,335,405

PREPAID MAINTENANCE                                  	4,114,435       2,232,797

AIRCRAFT AND ENGINE DEPOSITS                         13,983,695      	5,887,188

RESTRICTED CASH AND CASH EQUIVALENTS	                   955,308	    	   571,985

OTHER                                              	  1,590,855         267,178
							                                           -------------   ------------- 
                                                  $ 118,758,791   $ 	91,619,182
                                                  =============   =============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                  $   6,009,581   $   2,206,303
Accrued expenses                                     12,233,916    		11,018,931
Air traffic liability                                18,561,439      11,137,622
Other	                                                1,580,824     		1,125,409
                                                  -------------   -------------
Total current liabilities	                           38,385,760	     25,488,265
                                                  -------------   -------------

LONG-TERM DEBT                                       15,285,775		          -

OTHER LIABILITIES                                     1,446,528		       465,418

COMMITMENTS AND CONTINGENCIES 

STOCKHOLDERS' EQUITY 
Common stock, $.001 par value, 13,367,050 
   issued and 13,362,050 outstanding at 
   September 30, 1996, and 13,220,913 issued 
   and outstanding at December 31, 1995               	  13,367	         13,221
Deferred management fees                              	(600,000)       (900,000)
Additional paid-in capital                           79,953,843	     79,363,393
Treasury stock (5,000 shares)	                          (82,761)           -	
Accumulated deficit                                 (15,643,721)    (12,811,115)
                                                  -------------   ------------- 
Total stockholders' equity                           63,640,728     	65,665,499
                                                  -------------   -------------
                                                  $ 118,758,791	  $ 	91,619,182
                                                  =============   =============
See accompanying notes.
<PAGE>
<TABLE>
WESTERN PACIFIC AIRLINES, INC.

CONDENSED STATEMENT OF OPERATIONS
<CAPTION>
                                                        THREE MONTHS ENDED           NINE MONTHS ENDED
                                                    SEPT.30,1996  SEPT.30,1995   SEPT.30,1996  SEPT.30,1995
                                                    ------------  ------------   ------------  ------------
<S>                                                 <C>           <C>            <C>           <C>         
OPERATING REVENUES
------------------
 Passenger revenue                                  $ 44,374,767  $ 21,813,326   $115,426,934  $ 29,254,546
 Cargo and other revenue                               1,146,092       476,516      3,113,170       646,563
                                                    ------------  ------------   ------------  ------------
  Total Operating Revenues                            45,520,859    22,289,842    118,540,104    29,901,109
                                                    ------------  ------------   ------------  ------------

OPERATING EXPENSES
------------------
 Salaries, wages, and benefits                         7,671,333     4,720,115     21,872,593     8,529,260
 Aircraft lease expense                               11,747,081     4,631,320     28,618,915     6,872,853
 Aircraft fuel and oil                                 8,841,993     3,000,529     21,518,814     4,288,733
 Other rentals, landing and ground handling            4,288,427     2,588,979     12,645,003     4,173,342
 Advertising expense                                   2,105,384     1,329,535      6,544,083     2,468,798
 Insurance                                             1,238,764       716,199      4,257,656     1,414,402
 Maintenance materials and repairs                     2,718,466       799,294      6,759,690     1,068,350
 Agency commissions                                    1,631,491       907,579      4,051,106     1,172,516
 Depreciation and amortization                         1,358,172       563,870      3,209,824       956,766
 Other operating expenses                              4,892,134     2,871,905     13,191,816     6,993,588
                                                    ------------  ------------   ------------  ------------
  Total Operating Expenses                            46,493,245    22,129,325    122,669,500    37,938,608
                                                    ------------  ------------   ------------  ------------

  Operating Income (Loss)                               (972,386)      160,517     (4,129,396)   (8,037,499)

INTEREST INC.,NET OF EXP.                                 62,061       211,122      1,296,790       553,119
                                                    ------------  ------------   ------------  ------------

NET INCOME(LOSS)                                    $   (910,325) $    371,639   $ (2,832,606) $ (7,484,380)
                                                    ============  ============   ============  ============
INCOME(LOSS) PER COMMON SHARE 
  AND COMMON SHARE EQUIVALENT                       $      (0.07) $       0.03   $      (0.21) $      (0.72)
                                                    ============  ============   ============  ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND
  COMMON SHARE EQUIVALENTS OUTSTANDING                13,356,066    10,644,000     13,286,723    10,365,005
                                                    ============  ============   ============  ============
<FN>
<FN1>
See Accompanying Notes
</FN>
</TABLE>
<PAGE>

WESTERN PACIFIC AIRLINES, INC.

STATEMENTS OF CASH FLOWS
                                                         NINE MONTHS ENDED
                                                    SEPT.30,1996   SEPT.30,1995
                                                    ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                            $ (2,832,606)  $ (7,484,379)

Adjustments to reconcile net loss to net cash 
used in operations -
 Depreciation and amortization                         3,209,824        896,382
 Gain on asset sale/leaseback                            (55,413)          -  
 Amortization of deferred management fee                 300,000        200,000 
 Increase in receivables                                (476,321)    (4,222,527)
 Increase in prepaid expenses and other              (11,609,593)    (2,532,927)
 Increase in prepaid maintenance                      (6,902,130)    (2,014,047)
 Increase in aircraft and engine deposits             (2,296,507)    (4,004,866)
 Increase in restricted cash                          (3,281,954)    (9,310,293)
 Increase in other assets                             (1,323,677)      (425,154)
 Increase in accounts payable                          3,803,278        135,886 
 Increase in accrued expenses                          1,214,985      6,919,447 
 Increase in air traffic liability                     7,423,817     10,690,243 
 Increase in other liabilities                           536,696        219,496 
                                                    ------------   ------------
     Net cash used in operating activities           (12,289,601)   (10,932,739)
                                                    ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment, net             (29,336,909)    (9,783,614)
 Increase in production and option deposits           (5,800,000)          -   
                                                    ------------   ------------
     Net cash flows used in investing activities     (35,136,909)    (9,783,614)
                                                    ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in long-term debt                           16,616,117           -   
 Principal payments on long-term debt                   (375,100)          -   
 Sale of common stock, net of issuance costs                -           551,850
 Sale of preferred stock, net of issuance costs             -        10,208,983
 Additional issuance costs related to IPO               (362,223)          -   
 Sale of common stock in connection with the ESPP        200,761           -   
 Exercise of stock options                               752,058           -   
 Purchase of treasury stock                              (82,761)          -   
                                                    ------------   ------------
    Net cash flows provided by financing activities   16,748,852     10,760,833
                                                    ------------   ------------

DECREASE IN CASH                                     (30,677,658)    (9,955,520)

CASH, beginning of period                             49,966,697     13,002,743
                                                    ------------   ------------

CASH, end of period                                 $ 19,289,039   $  3,047,223
                                                    ============   ============

See Accompanying Notes

<PAGE>

WESTERN PACIFIC AIRLINES, INC.

NOTES TO FINANCIAL STATEMENTS

1. PREPARATION OF FINANCIAL STATEMENTS

     The accompanying financial statements are unaudited and reflect all 
adjustments (consisting only of normal recurring adjustments) which are, in 
the opinion of management, necessary for a fair presentation of the financial 
position and operating results for the interim periods.  The organization and 
business of the Company, accounting policies followed by the Company, and 
other information are contained in the notes to the Company's audited 
financial statements filed as part of the Company's December 31, 1995 Annual 
Report on Form 10-K.  This quarterly report should be read in conjunction with 
such annual report.  The results of operations for the nine months ended 
September 30, 1996 may not necessarily be indicative of the results for the 
entire fiscal year ending December 31, 1996.

2. LONG TERM DEBT

     In April, 1996, the Company purchased a 1989 Boeing 737-300 aircraft for 
cash and a $16.6 million note payable to a third party.  The note, which 
matures in April 2011, requires monthly payments of principal and interest, 
which accrues annually at 10.4 percent.  The note is subject to the terms of a 
credit agreement, security agreement and chattel mortgage.  The terms of these 
agreements require the Company to deposit an amount per flight hour into a 
maintenance cost reserve fund, which the Company may subsequently draw from as 
actual airframe and engine overhaul expenses are incurred.  The reserve fund 
requirement may be eliminated in the event the Company achieves certain 
tangible net worth targets or enters into acceptable Maintenance Service 
Program agreements with third party maintenance providers.  The Company may 
prepay the note starting in April 2000, subject to certain prepayment 
provisions.  The note payable is collateralized by the aircraft.

Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

THIS REPORT ON FORM 10-Q CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE 
RISKS AND UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER 
MATERIALLY.  FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES 
INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE SECTION ENTITLED 
"OUTLOOK: ISSUES AND UNCERTAINTIES", AS WELL AS THOSE DISCUSSED ELSEWHERE IN 
THE COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

OVERVIEW

The Company commenced operations on April 12, 1994 as a development stage 
enterprise organized to operate a low-fare, medium-haul, scheduled passenger 
airline from its hub at the Colorado Springs Airport. From its inception until 
it commenced flight operations on April 28, 1995, the Company's activities 
were limited to start-up activities, including raising capital, recruiting key 
operating personnel, developing computerized passenger reservation and 
information systems, negotiating airport facilities and aircraft leases, 
contracting ground handling and aircraft maintenance services, conducting 
pilot and flight attendant training and obtaining FAA certification. The 
Company incurred approximately 75% of its development and start-up expenses 
during the period from January 1, 1995 to April 27, 1995. 

The Company began flight operations on April 28, 1995 with two Boeing 737-
300 aircraft and provided six daily round-trips between Colorado Springs and 
five cities. During 1995, the Company continued to add aircraft and cities, 
and had 12 aircraft providing 26 round-trips between Colorado Springs and 16 
cities across the United States at December 31, 1995.  The following chart 
indicates the Company's expansion of service since December 31, 1995.

<PAGE>

	                    Total	      Number	
                	    Number 	   of Round	
As of Month End   of Aircraft    Trips            Service Changes
---------------   -----------   --------    ----------------------------------
January 1996	         12	          26       Started one round-trip to Atlanta,
			                                         reduced one round-trip to Dallas
February 1996	        12	          28       Started one round-trip in each of
                                            Nashville, San Antonio, and San
                                            Jose, and withdrew service from
                                            Wichita
March 1996	           13	          28       Added an additional round-trip to
                                            Phoenix and Las Vegas and reduced
                                            one trip per day to each of       
                                            Seattle and San Francisco
May 1996 	            14	          30       Started one round-trip to Portland,
                                            and added one additional round-trip
		                                          to Newark 
June 1996             16 (1)       33       Added an additional trip to San 
                                            Antonio, San Diego and San Francisco
July 1996             17           35       Added an additional trip to Atlanta
                                            and Seattle
September 1996	       15	          31       Started one round trip to Orlando
                                            and Ontario (CA); reduced one trip
                                            per day to each of Newark, Atlanta,
                                            Oklahoma City, San Antonio, Seattle,
                                            and San Francisco

(1) The Company wet leased two Boeing 727-200 aircraft for the seasonal period 
covering mid-June through September 5, 1996.  The Company took delivery of its 
fifteenth aircraft in July 1996.

The Company has previously announced that on December 4, 1996, it will withdraw 
service to San Jose, California and eliminate one round trip to San Diego and 
add service to Miami, Florida.

RESULTS OF OPERATIONS

Operating Revenues

Airline revenue is primarily a function of the number of passengers flown 
and the fares charged by the airline. Passenger ticket sales are recognized as 
revenue when the transportation is provided. The Company's fares are generally 
non-refundable and changes in travel plans may be made only prior to scheduled 
departure for a $35 change fee, plus any fare increase. Fares for passengers 
who do not cancel in advance of scheduled departure and do not take the 
scheduled flight are recognized as revenue when the scheduled flight departs.

The chart presented below compares the Company's passenger load factor to 
the incremental growth in capacity as measured by available seat miles (ASM).  
The airline industry is extremely seasonal, with the highest load factors 
typically occurring in the summer months, and the lowest load factors 
occurring during September through October and January, February, April and 
May.  The Company's load factor increased 1.0 percentage point for the quarter 
ended September 30, 1996 from the quarter ended June 30, 1996, primarily due 
to seasonality.  The Company's load factor decreased 10.0 percentage points 
when comparing the quarter ended September 30, 1996 to the quarter ended 
September 30, 1995.  This decrease can be attributed to adverse publicity 
related to the ValuJet and TWA accidents which occurred in May and July, 1996, 
respectively; aggressive summer 1996 capacity increases and pricing initiatives
by competitors at both Colorado Springs and Denver; and the reimposition of the
10% federal excise tax on tickets.
<TABLE>
<CAPTION>
                                    	Passenger         	 Total	          Increase (Decrease)
Operating Period	                   Load Factor   Available Seat Miles      in Capacity) 
----------------                    -----------   --------------------   ------------------	
	                                                        (000s)	
                                        <C>             <C>                    <C>
May 1995	                               60.3%            46,934	                  --
June 1995                              	60.7	            82,720	                76.2%
Quarter ended September 30, 1995        67.5           	320,462               	147.2  (1)
Quarter ended December 31, 1995         60.1	           428,067                	33.6
Quarter ended March 31, 1996            58.7           	565,706	                32.2
Quarter ended June 30, 1996             56.5           	622,519	                10.0
Quarter ended September 30, 1996        57.5           	745,821	                19.8
<FN>
<FN1>
(1)	Calculated as the increase in capacity over total available seat miles 
for the months of May and June 1995 combined.
</FN>
</TABLE>
<PAGE>
Generally, passenger revenue per revenue passenger mile (RPM) or yield, has 
increased since the Company's inception due to a combination of factors 
including increases in average fares and decreases in discounted introductory 
fares as a percentage of total fares. However, in periods when the Company 
introduces promotional fares in new markets or uses promotional fares to 
stimulate additional travel in existing markets, the Company generally 
experiences a decrease in passenger revenue per RPM as is reflected in the 
decline in the passenger revenue per RPM during the fourth quarter of 1995. 
The Company believes that the negative impact of entering new markets and the 
use of discounted fares should decrease as the Company increases its overall 
revenue base and customer awareness. For the quarter ended September 30, 1996, 
the Company produced a yield of 10.36 cents which is a 2.2% decrease in yield 
from the prior quarter primarily as a result of the reenactment of the 10% 
federal excise tax on August 27, 1996.  The Company shows a 2.7% increase in 
yield when compared to the prior year's respective quarter resulting from fewer 
promotional fares and a larger concentration of bookings in the higher fare 
categories.
<TABLE>
<CAPTION>
                                    Passenger      Revenue         Average      Revenue
Operating Period                     Revenue	   Passenger Miles  Segment Fare   Per RPM
----------------                    ---------   ---------------  ------------   -------
                                     (000's)         (000's)                    (cents)
                                     <C>            <C>             <C>          <C>     
May 1995                             $ 2,597         28,287         $ 61.81       9.18
June 1995                              4,845         50,238           71.18       9.64
Quarter ended September 30,1995       21,813        216,196           75.81      10.09
Quarter ended December 31, 1995	      24,126        257,091           72.36       9.38
Quarter ended March 31, 1996	         32,787        332,061           80.36	      9.87
Quarter ended June 30, 1996           38,265        351,547	          91.89     	10.60
Quarter ended September 30, 1996      44,375       	428,509	          90.98 	    10.36
</TABLE>

The Company's operating break-even load factor during the seventeen months 
of its operations has fallen from a high of 104.8% in May 1995 to 58.7% for 
the quarter ended September 30, 1996.  Historically, as the Company's fleet 
has expanded, the incremental passenger revenue generated from the additional 
capacity has covered the incremental costs of the expansion, as well as a 
portion of the Company's existing fixed costs, resulting in a steady decline 
in the operating break-even load factor. While the Company's cost per ASM 
continued to decrease for the quarter ended September 30, 1996 from the prior 
quarter, the operating break even load factor increased slightly by 2.3 
percentage points based on the reduction in yield quarter over quarter as 
explained above.  There can be no assurance that any incremental passenger 
revenue generated in the future as the Company expands its fleet will be 
sufficient to cover incremental costs or that, ultimately, as a result of 
these or other factors, the Company's operating break-even load factor will 
decrease.

                                               Operating         Operating
                                               Cost Per          Break-Even
Operating Period                                  ASM	           Load Factor
---------------------------------------        ---------         -----------
                                                (cents)
May 1995                                          9.96              104.8%
June 1995	                                        7.69               79.6
Quarter ended September 30,1995	                  6.91               67.0
Quarter ended December 31, 1995	                  6.59               68.4
Quarter ended March 31, 1996	                     6.52               64.2
Quarter ended June 30, 1996                       6.31               56.4
Quarter ended September 30, 1996                  6.23               58.7
<PAGE>

OPERATING EXPENSES
The following table shows the components of operating cost per available 
seat mile, (shown in cents):
<TABLE>
<CAPTION>
                                                THREE MONTHS    THREE MONTHS    NINE MONTHS    NINE MONTHS
                                                    ENDED          ENDED           ENDED          ENDED
                                               SEPT. 30, 1996  SEPT. 30,1995  SEPT. 30, 1996  SEPT. 30, 1995
                                               --------------  -------------  --------------  --------------
                                                   (cents)        (cents)        (cents)         (cents)
                                                     <C>            <C>            <C>             <C>
Salaries, wages and benefits                         1.03           1.47           1.13            1.53
Aircraft lease expense                               1.57           1.45           1.48            1.45
Aircraft fuel and oil                                1.19            .94           1.11             .95
Other rentals, landing, and ground handling fees      .57            .81            .65             .87
Advertising and public relation                       .28            .41            .34             .50
Insurance expense                                     .17            .22            .22             .25
Maintenance materials and repairs                     .36            .25            .35             .38
Agency and cargo commissions                          .22            .28            .21             .26
Depreciation and amortization                         .18            .18            .17             .17
Other operating expenses                              .66            .90            .68            1.01
                                                     ----           ----           ----            ----
Total                                                6.23           6.91           6.34            7.37
                                                     ====           ====           ====            ====
</TABLE>

Salaries, wages and benefits decreased by .44 cents per ASM or 32% when 
comparing the quarter ended September 30, 1996 to the quarter ended September 
30, 1995.  This decrease can be attributed to a 133% increase in ASMs, with 
only a 64% increase in full-time equivalent personnel (FTE).  Salaries, wages, 
and benefits decreased by .40 cents per ASM or 26% when comparing the nine 
months ended September 30, 1996 to the nine months ended September 30, 1995.  
This decrease can also be attributed to the increase in ASMs over the period 
noted, with a proportionally smaller increase in FTEs.

Aircraft lease expense increased .12 cents per ASM, or 8% for the quarter 
ended September 30, 1996 from the quarter ended September 30, 1995.  The 
increase is due to the wet lease of two Boeing 727 aircraft during the period 
of mid-June through September 5, 1996 which increased the Company's cost for 
the quarter by .30 cents per ASM, as compared to the quarter ended June 30, 
1996.  The lease rate for the 727's was inclusive of aircraft rent, in-flight 
crews, and insurance.  The Company owns a fifteenth aircraft whose costs are 
accounted for in depreciation and interest expense.  If the Company had leased 
this aircraft, the aircraft lease cost for the nine months ended September 30, 
1996 would have been 1.54 cents per ASM, or .06 cents higher than reported 
above.  Aircraft lease expense increased by .03 cents per ASM, or 2% for the 
nine months ended September 30, 1996 from the nine months ended September 30, 
1995.  This increase is due to the wet lease previously noted, and slightly 
higher average lease rates for the Company's aircraft taken in to the fleet 
since September 1995.

Aircraft fuel and oil expense increased by .25 cents per ASM or 27% when 
comparing the quarter ended September 30, 1996 to the quarter ended September 
30, 1995.  This increase reflects the effect of a 13.8 cent per gallon or 22% 
fuel price increase over the period.  A portion of the increase in the price 
per gallon is due to the assessment of a 4.3 cents per gallon federal excise 
tax from which the industry was exempt during the quarter ended September 30, 
1995.  This tax became effective October 1, 1995.  Aircraft fuel and oil 
increased by .16 cents per ASM or 17% for the nine months ended September 30, 
1996 from the nine months ended September 30, 1995.  This increase is the 
result of an increase in the average price per gallon for the periods noted of 
11.2 cents or 17%.  Additionally, the volume of fuel consumed on an hourly 
basis for the 727-200 aircraft on wet lease during the quarter, is almost 
double that of the Company's 737-300 aircraft.

Other rentals, landing, airport and ground handling fees decreased by .24 
cents per ASM or 30% when comparing the quarter ended September 30, 1996 to 
the quarter ended September 30, 1995.  This decrease was primarily due to a 
19% increase in average stage length, which increased from 731 miles for the 
quarter ended September 30, 1995 to 873 miles for the quarter ended September 
30, 1996.  This increase in the average stage length indicates that the 
increase in the number of flights was materially less on a percentage basis 
than the increase in the number of ASMs.  Additionally, airport rents and fees 
at the Company's hub in Colorado Springs decreased substantially because of a 
substantial increase in the number of passengers enplaned.  Lastly, the 
Company added flight frequencies in existing markets so the increase in ASMs 
did not have a corresponding increase in costs.  Other rental, landing, 
airport and ground handling fees decreased by .22 cents per ASM or 25% when 
comparing the nine months ended September 30, 1996 to the nine months ended 
<PAGE>
September 30, 1995.  This decrease was due to an 18% increase in average stage 
length, from 720 miles for the nine months ended September 30, 1995 to 849 
miles for the nine months ended September 30, 1996, in addition to the other 
factors discussed previously.

Advertising expense decreased by .13 cents per ASM or 32% when comparing 
the quarter ended September 30, 1996 to the quarter ended September 30, 1995.  
This decrease is due to the high cost of advertising service to four new 
cities (Houston, Indianapolis, San Diego, and Wichita) in the third quarter of 
1995, versus only two new cities (Orlando and Ontario) in the third quarter of 
1996.  Advertising expense decreased by .16 cents per ASM or 32% when 
comparing the nine months ended September 30, 1996 to the nine months ended 
September 30, 1995.  This decrease is due to the high level of introductory 
advertising needed in the Company's first five months of operation to generate 
service awareness.

Insurance expense decreased by .05 cents per ASM or 23% when comparing 
the quarter ended September 30, 1996 to the quarter ended September 30, 1995.  
This decrease reflects an overall rate reduction achieved by the Company 
because of its favorable risk experience during its initial year of service.  
Insurance expense decreased by .03 cents per ASM or 12% when comparing the 
nine months ended September 30, 1996 to the nine months ended September 30, 
1995.  The Company's insurance rates for the initial policy period of March, 
1995 through March, 1996 were inordinately high due to the Company's start-up 
air carrier status.

Maintenance materials and repairs expense increased by .11 cents per ASM or 
44% when comparing the quarter ended September 30, 1996 to the quarter ended 
September 30, 1995.  This increase reflects the amortization of airframe "C" 
maintenance checks and engine overhauls performed on the Company's fleet.  As 
aircraft are inducted into the Company's fleet, they are usually fresh from a 
"C" check and engines usually have a year of useful life remaining, thereby 
reducing the Company's maintenance expense in the first year of operations for 
each aircraft.  The Company uses the deferral method of accounting for "C" 
check maintenance and engine overhaul costs.  Maintenance materials and 
repairs decreased .03 cents per ASM or 8% for the nine months ended September 
30, 1996 from the nine months ended September 30, 1995.  This decrease is 
associated with the reduction in the costs associated with inducting aircraft 
into the Company's fleet, because the later aircraft additions are newer in 
vintage and required less maintenance program bridging activities. Additionally,
costs for the nine months ended September 30, 1995 reflect some one-time initial
consumables inventory provisioning.

Agency and cargo commissions decreased by .06 cents per ASM or 21% when 
comparing the quarter ended September 30, 1996 to the quarter ended September 
30, 1995.  This decrease reflects a slight decrease in the percentage of sales 
booked through travel agencies from 41% for the quarter ended September 30, 
1995 to 37% for the quarter ended September 30, 1996.  One reason for this 
decrease is that as the consumer becomes more aware of the Company's product, 
the consumer books directly through the Company instead of the travel agency.  
Agency and cargo commissions decreased by .05 cents or 19% when comparing the 
nine months ended September 30, 1996 to the nine months ended September 30,1995.
This decrease reflects a similar decrease in the percentage of sales booked 
through travel agencies from 40% for the nine months ended September 30, 1995 to
35% for the nine months ended September 30, 1996.

Depreciation and amortization remained flat at .18 cents per ASM when comparing
the quarter ended September 30, 1996 to the quarter ended September 30, 1995; 
and at .17 cents per ASM when comparing the nine months ended September 30, 1996
to the nine months ended September 30, 1995.  The increase in ASMs was directly
proportional to the increase in assets.

Other operating expenses decreased by .24 cents per ASM or 27% when comparing 
the quarter ended September 30, 1996 to the quarter ended September 30, 1995.
Other operating expenses include property taxes, telecommunication and utilities
charges, professional and consulting services, supplies and minor equipment 
(excluding aircraft maintenance supplies), credit card processing fees, bad debt
expense, travel and incidental expense, and passenger re-accommodation and 
baggage delivery charges.  Some of these costs, such as utilities, professional
fees, and travel and incidental are costs which do not vary with the number of
ASMs so the decrease in these costs results from the larger number of ASMs over
which such costs are allocated. Decreases in variable costs such as 
telecommunications, supplies, credit card processing fees, etc., resulted from
the Company's continued focus on cost control and an increase in the number of 
ASMs over which such costs are allocated.  Additionally, through improvements 
made to the Company's reservation and telecommunications systems, the Company
has reduced its overall telecommunications costs as measured on a per 
enplanement basis.  Other operating expenses decreased .33 cents per ASM when
comparing the nine months ended September 30, 1996 to the nine months ended 
<PAGE>
September 30, 1995.  The reasons for this decrease are the same as those 
explained previously for the decrease in other operating costs from the quarter
ended September 30, 1996 to the quarter ended September 30, 1995.

BALANCE SHEET FLUCTUATION ANALYSIS

The Company's prepaid expenses and other current assets account increased 
by $11.6 million or 282% during the nine months ended September 30, 1996.  
Approximately $9.2 million of this increase is the costs of capitalized "C" 
level airframe maintenance checks and engine overhauls which are being 
amortized over the period expiring until the next scheduled "C" check or 
engine overhaul.  Additionally, over $1.6 million of the remaining increase 
represents prepaid aviation insurance premiums which are paid ratably over the 
policy period, but are expensed as incurred based on revenue passenger miles 
flown and the number of aircraft comprising the fleet.

The Company's current and long-term prepaid maintenance reserve accounts 
increased by $6.9 million or 178% during the nine months ended September 30, 
1996.  Aircraft maintenance reserves are paid on a monthly basis, in arrears, 
on a cost per flight hour or cycle basis to the lessors of the Company's 
airframes and engines.  The combined balance at December 31, 1995 was $3.9 
million, representing 14,926 flight hours at an average reserve rate of $260 
per flight hour.  The $6.9 million increase reflects a contribution for the 
flight hours produced during the nine month period, net of reserves released 
to the Company for the cost of covered maintenance events.  Reserve 
contributions classified as short term coincide with the reimbursable cost of 
anticipated "covered maintenance events" that will occur during the balance of 
1996 and the first nine months of 1997.

Aircraft and engine deposits increased by $8.1 million during the nine 
months ended September 30, 1996 resulting from $4.6 million in production 
deposits paid to Boeing for new 737-300 aircraft, $1.2 million in aircraft 
option deposits paid to Boeing, and $2.3 million paid to various lessors as 
security deposits on other aircraft.  The Company had paid $500,000 in 
deposits to potential aircraft lessor which was returned to the Company in 
October 1996.  (See further discussion of Boeing agreement under "Liquidity 
and Capital Resources".)
 
The Company's property and equipment increased $26.1 million during the 
nine months ended September 30, 1996 primarily due to the purchase of a 1989 
vintage Boeing 737-300 aircraft.  The aircraft was financed with cash equity 
from the Company and a $16.6 million note payable to a third party.  The 
aircraft is being depreciated for book purposes over an estimated useful life 
of 20 years.
     
Other assets increased by $1.3 million during the nine months ended September 
30, 1996.  The majority of the increase is the Company's advances to Mountain 
Air Express (MAX), an affiliated regional carrier scheduled to begin service 
to the resort communities of Colorado in December 1996.  MAX has its own 
management team and the is currently in the process of raising capitalfor the
entity as a stand alone enterprise.  If the offering is fully subscribed, it is
anticipated that the Company, its employees, and related persons will own 53% 
of MAX.  
      
The Company's air traffic liability account increased by $7.4 million or 
67% during the nine months ended September  30, 1996.  This increase resulted 
primarily from advance reservations made for travel primarily during the last 
quarter of 1996 and the first quarter of 1997, and the increase in the number 
of flights from December 31, 1995 to September 30, 1996.  

LIQUIDITY AND CAPITAL RESOURCES

From the Company's inception on April 12, 1994 through September 30, 1996, 
the Company's pre-operating and development costs, as well as its operating 
costs since the commencement of flight operations, have been funded primarily 
with the proceeds from private sales of its equity securities and from the 
proceeds of its initial public offering. The Company has received net proceeds 
from the sale of equity securities aggregating approximately $76.8 million.

During the nine months ended September 30, 1996, the Company's operating 
activities resulted in a cash flow deficit of $12.3 million, which has been 
funded primarily with proceeds from the private and public sale of the 
Company's equity securities. At September 30, 1996, the Company had cash and 
cash equivalents of $30.5 million, including restricted cash and cash 
equivalents of $11.2 million. Working capital at September 30, 1996 was 
approximately $20.3 million.
<PAGE>
Cash flow used in investing activities totaled $35.1 million during the 
nine months ended September 30, 1996 of which $29.3 million was capital 
expenditures including $22.2 million related to the acquisition of a 1989 
vintage Boeing 737-300 aircraft which was funded in part through a long-term 
note payable from a third party.  Other capital expenditures consisted of 
aircraft modifications and the acquisition of ground equipment, 
telecommunications and computer equipment, software, facility leasehold 
improvements, office equipment and furniture.  The remaining investment 
activities were comprised of the Boeing new aircraft deposits described above 
(see other assets).  

The Company expects to incur approximately $20.0 million for capital 
expenditures over the next 12 months of which $14.9 million is expected to be 
financed by third parties.  These expenditures cover additional production 
deposits due Boeing for new B737-300 aircraft, aircraft interior modification 
improvements and fleet induction costs, construction of additional passenger 
terminal facilities at Colorado Springs, telecommunications and computer 
equipment, reservation and information system improvements, aircraft 
maintenance facilities tooling and equipment.

At September 30, 1996, the Company operated fourteen aircraft under 
operating leases with terms of either five or ten years.  The Company's 
fifteenth aircraft was purchased, and is described previously. Effective June 
10, 1996, the Company entered into a lease agreement with Express One 
International for two Boeing 727-200 aircraft.  This lease covered the cost of 
in-flight crews, maintenance, and insurance for round-trip flights on the 
Company's routes between Colorado Springs and Newark, and Colorado Springs and 
Washington Dulles.  The agreement required the Company to pay rental payments 
based on the number of block hours of aircraft utilization.  The wet lease 
expired on September 5, 1996.  The Company does not anticipate any additional 
deliveries of used aircraft for the balance of 1996.  Additionally, the 
Company leases up to five spare engines at any time under operating leases 
with terms ranging from several months to three years.  Rent expense under all 
operating leases is recognized on a straight-line basis over the lease term. 
The amount charged to aircraft and engine lease expense was approximately 
$28.7 million for the nine months ended September 30, 1996. Over the next 12 
months, the Company expects to incur approximately $20.4 million for aircraft 
maintenance reserve deposits, aircraft lease security deposits and aircraft 
heavy maintenance (net of accumulated reserve deposits and lessor 
contributions).

In October 1996 the Company entered into a contract with the Boeing Company 
for the acquisition of six new Boeing 737-300 aircraft, firm options for six 
new Boeing 737-700 aircraft, and rolling options for up to six additional new 
Boeing 737-700 aircraft.  Under the terms of the contract, the 737-300 
aircraft will be delivered during the period May to December 1997, while the 
737-700 aircraft would be delivered beginning in 2000.  Upon exercise of the 
firm options, earlier delivery dates may be available.  The Company has paid 
$4.6 million in production deposits and $1.2 million in option deposits for 
the acquisition of these aircraft.  The total estimated gross delivery 
purchase commitment for the Boeing 737-300 aircraft is approximately $230 
million, and approximately $265 million for the firm options on the Boeing 
737-700 aircraft.  Estimated delivery prices and delivery dates for the 
rolling options on the 737-700 aircraft have not been determined.  The Company 
expects to finance these aircraft acquisitions through a combination of long-
term debt, operating and financing/leveraged leases.  At present, the Company 
has retained the services of a financial advisor to structure the acquisition 
financing.  In addition to the structuring services specified in the advisory
agreement, the advisor has made a commitment to provide a warehouse credit 
facility, permanent credit facility, and liquidity facility in conjunction with
the acquisition financing of up to four of the new Boeing 737-300 aircraft.  The
maximum aggregate outstanding amount of the above mentioned facilities would not
exceed $100 million in the aggregate at any point in time and would require 
varying amounts of equity for the aircraft by the Company.  These facilities are
not intended to be used unless financing from other sources is not available at
the time of acquisition of each aircraft.

The Company is in the process of assisting in the start-up of an affiliated 
regional carrier, Mountain Air Express ("MAX"), to carry traffic into and out 
of Colorado ski markets from Colorado Springs and other third tier travel 
markets.  Service is scheduled to begin December 4.  MAX is a separate company 
from Western Pacific Airlines and is in the process of a private offering to 
raise capital with gross proceeds of between $4.0 million and $9.0 million.  
MAX is also in the process of obtaining its own operating certificate.  The 
Company currently leases three Dornier 328 turbo prop aircraft from the 
manufacturer and sub-leases these aircraft to MAX.  A fourth Dornier 328 turbo 
prop aircraft is expected to be delivered during the week of November 11, 
1996.  Upon MAX's certification, the Company will assign the leases to MAX.  
The Company has advanced certain pre-operating expenses to MAX and has also 
<PAGE>
guaranteed the difference between the working capital requirements imposed on
MAX by the Department of Transportation ("DOT") and the amount of gross proceeds
raised by MAX.  The Company believes that the advances made and the amounts
guaranteed will not, in the aggregate, exceed $4 million.  In effect, these
advances will be reduced as additional funds are raised and the guarantee will
be reduced as the net proceeds exceed $3.5 million.  The Company can later 
recover its working capital advances from MAX.

The Company is currently building a temporary concourse at the Colorado 
Springs airport, which will provide five additional gates for jet aircraft, 
and accommodations for four commuter aircraft of MAX.  It is anticipated that 
the temporary concourse will be operational by late November 1996.  This 
temporary concourse will cost approximately $3.5 million.  The Company has 
received approval from the City of Colorado Springs to issue Special Facility 
Bonds of up to $9.0 million to pay for the temporary terminal and other 
related improvements at the airport.  The Company has agreed to guarantee the 
Special Facility Bonds which would be secured by the Company's lease payment 
to the City of Colorado Springs under a fifteen year operating lease.

Cash flow from financing activities totaled $16.7 million during the nine 
months ended September 30, 1996, largely resulting from third party financing 
for the aircraft purchase described above.  Approximately $0.2 million was 
generated from the sale of Company stock pursuant to the Company's Employee 
Stock Purchase Plan, and $0.7 million was generated from the sale of common 
stock in connection with Employee Stock Options.  
     
In May, 1996 the Company entered into an aircraft acquisition facility 
agreement with a lender, which provides for up to $20.0 million in a revolving 
line of credit reserved for the acquisition of Boeing 737-300 aircraft.  This 
facility is an interim financing vehicle with an initial term of one (1) year.  
Advances under the facility are set at 75% to 80% of the actual aircraft 
purchase price and such advances bear interest at the thirty (30) day London 
Inter-Bank Offered Rate (LIBOR) plus 350 basis points.  During the term the 
Company makes interest only payments in arrears.  At the end of the facility 
term, the Company will repay all outstanding amounts owed the lender by either 
arranging for permanent financing on the aircraft covered by the facility or 
fund said amounts from the Company's cash reserves.  Currently, no amounts are 
outstanding under the aircraft facility agreement.

Now that the Company has completed a full year of flight operations, the 
Company is working diligently with its primary bank and other financial 
institutions to establish working capital lines of credit and letter of credit 
agreements to supplement the Company's working capital reserves.  
Additionally, the Company is diligently working with various aircraft 
financing sources to put in place interim and permanent aircraft financing 
facilities that would be reserved for the acquisition of both new and used 
Boeing 737 aircraft.  

On May 28, 1996, the Company was extended a $5.0 million line of credit by 
a technology equipment lessor for financing the acquisition of computer 
hardware and software.  This facility carries an initial term of one (1) year 
and provides financing for 100% of the technology acquisition cost.  As 
technology purchases are made, advances under the line of credit are evidenced 
by the execution of separate operating lease agreements under which the lease 
rates are calculated based upon length of lease term, type of equipment 
acquired, percentage of soft cost financed, and the corresponding Treasury 
Note rate in effect at the time of the advance.  The technology line of credit 
remains in effect so long as there is not a material adverse change in the 
credit rating of the Company during the twelve (12) month term of the credit 
line.  At September 30, 1996, the Company used $237,000 of this line of 
credit, leaving a balance of approximately $4.7 million available.

Though the Company generated positive cash flows in the months of June and 
August, 1996, the Company's operations have not generated positive cash flow 
on a year-to-date basis.  Should positive cash flow from operations be 
sustained, such funds will be available to fund ongoing operations and planned 
expansion. However, if the Company does not sustain positive cash flow from 
operations as expected, the Company believes that its existing working capital 
and its borrowing capacity under the credit facilities described above will be 
sufficient to meet its operating requirements, liquidity and capital needs for 
a period of at least twelve months. Additionally, the Company will continue to 
make use of lease financing, especially for the acquisition of aircraft, 
telecommunications and computer equipment. Also, the Company could realize 
additional capital from the sale of equity through its Employee Stock Purchase 
Plan and/or the exercise of any of the Company's outstanding warrants or stock 
options.  Lastly, the Company could issue debt to provide additional cash 
flow.

OUTLOOK: ISSUES AND UNCERTAINTIES

Although the Company does not provide forecasts of projected financial 
performance, the business strategy employed by the Company is sound and 
<PAGE>
management is optimistic about Western Pacific's long-term prospects.  The 
Company's strategy avoids some of the mistakes that caused some other start-up 
airlines to fail and takes advantage of the inherent inefficiencies that 
plague the older, larger carriers by operating at a lower cost structure than 
the competition.  However, the following issues and uncertainties, among 
others, should be considered in evaluating the Company's future performance.
    
HISTORICAL LOSSES.  The Company began scheduled flight operations on 
April 28, 1995.  During the period from the Company's inception through April 
28, 1995 and the period from inception through September 30, 1996, the Company 
incurred net losses totaling $6.0 million, and $15.6 million, respectively.  
Although the Company generated income of $372,000 for the three months ended 
September 30, 1995, the Company reported a net loss of approximately $910,000 
for the three months ended September 30, 1996, and a $2.8 million loss for the 
nine months ended September 30, 1996.  Given the Company's limited operating 
history, there can be no assurances that the Company will be profitable in the 
future.
     
CONSUMER CONCERN ABOUT OPERATING SAFETY CONDITIONS AT START-UP CARRIERS.  
The highly publicized safety issues that led to the Federal Aviation 
Administration (FAA) grounding of ValuJet have caused some consumers to 
question the operating safety of all start-up airlines.  Though the Company 
recently passed a rigorous National Aeronautical Safety Inspection audit 
conducted by the FAA and passed an independently commissioned comprehensive 
safety audit conducted by the Flight Safety Foundation, there is no assurance 
that the FAA will not take more restrictive actions against the Company 
because of its start-up status.  Such actions by the FAA could increase 
operating costs and reduce future earnings potential.
     
START-UP OF MOUNTAIN AIR EXPRESS (MAX). Western Pacific Airlines will 
provide marketing, reservation, and various administrative support services to 
MAX.  The Company's alliance agreement with MAX defines certain aspects of the 
Company's relationship with MAX.  The Alliance Agreement entitles MAX to use 
the Company's flight designator code to identify its flights and fares in the 
Company's reservation system.  The Alliance Agreement also provides for 
coordinated flight schedules and through-fares that will allow travelers to 
book connecting through flights on a single fare basis on the Company's 
reservation system as though they were traveling on a single airline.  In 
addition to coordinated flight schedules, the Alliance Agreement provides for 
coordinated marketing and distribution, revenue accounting and arrangements 
concerning joint use of airport facilities.  There are no assurances that MAX 
will actually begin operations, nor what effect its operation will have on the 
Company.
     
START-UP OF THRIFTY CAR RENTAL FRANCHISE (COLORADO SPRINGS CAR RENTAL, 
INC.).  The Company has formed a wholly-owned subsidiary, Colorado Springs Car 
Rental, Inc., for the purpose of operating a Thrifty Rent A Car System, Inc. 
car rental franchise in El Paso County which includes Colorado Springs, and 
Douglas County, which covers the southern portion of the Denver metropolitan 
area.  This company will have separate management and will commence operations 
on or about November 15, 196.
     
RISING FUEL COSTS.  The Company's average cost per gallon of fuel has 
increased from 64 cents for the three months ended September 30, 1995 to 78 
cents for the three months ended September 30, 1996.  At the Company's current 
consumption rate, each one cent increase in the price of fuel increases the 
Company's monthly fuel expense by approximately $40,000.  Some carriers have 
begun to assess a fuel surcharge to be added to their base fares to cover 
these increased costs.  The Company has considered this alternative, but there 
can be no assurance that the Company would be able to pass along any increases 
in the price of fuel to its consumers.
     
UNIONIZATION OF EMPLOYEE GROUPS.   The Company's mechanics voted to join 
the International Brotherhood of Teamsters union in May 1996.  No other work 
groups are currently represented by, or have voted to be represented by, a 
union.  While the mechanics' action has not altered the Company's work rules 
or increased the Company's costs, there can be no assurance that such action 
will not result in future changes or that other employee groups will not vote 
for union representation, nor that labor costs for those groups represented by 
a union will not increase.
     
COMPETITION.  The airline industry is highly competitive.  Other airlines 
that presently serve the Company's routes in competition with the Company are 
larger and have greater name recognition and resources than the Company.  The 
Company may also face competition from other airlines which may begin serving 
the markets that the Company currently serves or may serve in the future, and 
competition from new low-cost airlines that may be formed to compete in the 
low-fare market (including those formed by other major airlines) and from 
ground transportation alternatives.
     
GENERAL STATE OF UNITED STATES ECONOMY.  The airline industry is highly 
susceptible to general changes in the economic climate, particularly in the 
leisure travel segment of the market.  Any downturn in the economy of the 
United States could have an adverse effect on the Company's business.

<PAGE>
Item 5 - OTHER INFORMATION

The Company issued the following press release on November 4, 1996:

WESTERN PACIFIC AIRLINES ANNOUNCES THE APPOINTMENT OF GEORGE E. LEONARD 
AS ITS CHIEF FINANCIAL OFFICER

Colorado Springs, November 4, 1996...Western Pacific Airlines announced today
that George E. Leonard has been appointed Chief Financial Officer of the
airline and will serve on the board for a term expiring in 1998.

George Leonard has been associated with Western Pacific as a financial 
consultant for the past several months.  He has a substantial financial 
professional background with a history of leadership in business development,
commercial lending, and MIS operations.  His career includes a position as
Executive Vice President, and board member of a major bank, where he had a 15 
year affiliation.  He was also the Chief Financial Officer for that institution 
for 11 years.

Western Pacific also announced that Martin J. Dugan, Jr. resigned as a director
and an officer to pursue other business and personal interests.

EXHIBITS AND REPORTS ON FORM 8-K.

(a) DOCUMENTS FILED WITH THIS REPORT:

1.	Financial Statements.  The financial statements filed as a part of this 
report are listed in Item 1, "Financial Statements and Supplementary Data," 
herein.
2.	Financial Statement Schedules.  There are no financial statement 
schedules filed as part of this report, since the required information is 
included in the financial statements, including notes thereto, or the 
circumstances requiring inclusion of such schedules are not present.
3.	Exhibits. The following exhibits are filed herewith or incorporated by 
reference as indicated. Exhibit numbers refer to Item 601 of Regulation S-K. 
As used in the list of Exhibits below, "Registrant" refers to the Company.

                     EXHIBIT  INDEX
Exhibit
	 No.	                      Description of Exhibit
-------    --------------------------------------------------------------
*10.66     Purchase Agreement and Supplemental Agreement Number 1, dated 
           August 21, 1996 and September 27, 1996 between the Registrant 
           and The Boeing Company.

  27	      Financial Data Schedule
_____________________________
 (b) The Company has not filed any reports on Form 8-K for the quarter ended 
September 30, 1996.

* Portions of these documents have been redacted and filed separately with 
the Commission as part of a request by the Company for confidential treatment 
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

<PAGE>

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

                                       	WESTERN PACIFIC AIRLINES, INC.


                                     	By:	/s/  EDWARD R. BEAUVAIS   
                                              --------------------
	                                             Edward R. Beauvais
                                              Chairman, President and Chief
                                              Executive Officer

                                      Date:   November 13, 1996. 

                                     	By:	/s/  GEORGE E. LEONARD		
                                              ---------------------
                                              George E. Leonard
                                              Vice President Finance and
                                              Chief Financial Officer
	
	                                     Date:   November 13, 1996.