U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


  X      Quarterly report pursuant to Section 13 or 15(d) of the Securities Act
____     of 1934
         For the quarterly period ended September 30, 1997


_____    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 0-25336


                              KIRLIN HOLDING CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)


           Delaware                                        11-3229358
    (State or Other Jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                    Identification No.)


                 6901 Jericho Turnpike, Syosset, New York 11791
                    (Address of Principal Executive Offices)



                                 (800) 899-9400
                (Issuer's Telephone Number Including Area Code)

--------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report


         Check  whether  the issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the Exchange Act 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 .


State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  At November 10, 1997,  Issuer had
outstanding 1,360,132 shares of Common Stock, par value $.0001 per share.



<PAGE>


PART 1:           FINANCIAL INFORMATION
ITEM 1:           FINANCIAL STATEMENTS

KIRLIN HOLDING CORP. and SUBSIDIARY

Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>


                                                                                       September 30,          December 31,
                                                                                            1997                  1996
                                                                                        (Unaudited)
<S>                                                                                        <C>                     <C>   
                                     ASSETS:

Cash                                                                                 $          269,319    $           75,304
Securities Owned, at market value:
   U.S. government and agency obligations                                                     2,113,506             2,153,235
   State and municipal obligations                                                            2,193,786             4,654,466
   Corporate bonds and other securities                                                       7,523,611             6,826,647
Furniture, Fixtures and Leasehold Improvements, at cost, net of
   accumulated depreciation of $647,625 and $511,096 for
   September 30, 1997 and December 31, 1996, respectively                                       737,617               691,124
Income taxes receivable                                                                          80,818
Other Assets                                                                                    782,289               637,066
                                                                                     ------------------    -- ---------------
               Total assets                                                          $       13,700,946    $       15,037,842
                                                                                     ==================    == ===============

                      LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
   Securities sold,  not yet purchased, at market value                              $        2,328,756    $        2,019,664
   Payable to clearing broker                                                                   709,650             4,586,717
   Accrued compensation                                                                       2,083,899             1,174,706
   Accounts payable and accrued expenses                                                        490,684               649,556
   Income taxes payable                                                                         426,959               582,514
                                                                                     ------------------    -- ---------------
               Total liabilities                                                              6,039,948             9,013,157
                                                                                     ------------------    -- ---------------
Commitments

Stockholders' Equity (Note 2):
   Common stock, par value $.0001; 15,000,000 shares authorized,
      at September 30, 1997:  1,360,132 shares issued and outstanding;
      at December 31, 1996:  1,302,330 shares issued and outstanding                                136                   130
   Additional paid-in capital                                                                 5,869,644             5,522,036
   Retained earnings                                                                          1,791,218               502,519
                                                                                     ------------------    -- ---------------
               Total stockholders' equity                                                     7,660,998             6,024,685
                                                                                     ------------------    -- ---------------
               Total liabilities and stockholders'  equity                           $       13,700,946    $       15,037,842
                                                                                     ==================    == ===============
</TABLE>



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

                                        2


<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

Consolidated Statements of Income
<TABLE>
<CAPTION>


                                                                    Three-Months Ended                 Nine-Months Ended
                                                                       September 30,                      September 30,
                                                                      ---------------                 --------------------
                                                                   1997             1996              1997             1996
                                                              ---------------   -------------   ----------------  ---------------
                                                                        (Unaudited)                       (Unaudited)
<S>                                                                <C>               <C>               <C>              <C>   
Revenues:
    Principal transactions, net                            $     5,452,833   $    3,204,057  $      11,994,578  $      9,078,371
    Commissions                                                  1,157,605        1,066,604          3,519,476         3,310,993
    Other income                                                    98,436          103,743            294,344           293,680
                                                           ---------------   --------------  -----------------  ----------------
                                                                 6,708,874        4,374,404         15,808,398        12,683,044
                                                           ---------------   --------------  -----------------  ----------------
Expenses:
    Employee compensation and benefits                           4,441,795        2,397,118         10,512,874         7,491,402
    Promotion and advertising                                       88,827          434,853            233,932         1,071,033
    Clearance and execution charges                                233,934          274,815            671,363           749,575
    Occupancy and communications                                   463,744          418,882          1,301,885         1,150,418
    Professional fees                                               70,765           47,786            195,922           143,020
    Interest                                                        64,934          150,588            190,179           363,513
    Other                                                          112,726          117,364            374,644           328,294
                                                           ---------------   --------------  -----------------  ----------------
                                                                 5,476,725        3,841,406         13,480,799        11,297,255
                                                           ---------------   --------------  -----------------  ----------------
          Income before provision for income taxes               1,232,149          532,998          2,327,599         1,385,789

Provision for income taxes (Note 3)                                543,128          218,917          1,038,900           642,781
                                                           ---------------   --------------  -----------------  ----------------
          Net income                                       $       689,021   $      314,081  $       1,288,699  $        743,008
                                                           ===============   ==============  =================  ================
Net income per common share (Note 4)                        $         0.51    $        0.20    $          0.85   $          0.47
                                                           ===============   ==============  =================  ================
Weighted average common shares outstanding                       1,346,095        1,302,330          1,317,079         1,302,330

</TABLE>





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

                                        3


<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

Consolidated Statement of Changes in Stockholders' Equity

For the nine months ended September 30, 1997
(Unaudited)

<TABLE>
<CAPTION>

                                     Common Stock            
                             ----------------------------      Additional          Retained
                                Shares         Par Value         Capital           Earnings         Total
                             ------------    -------------    -------------      -------------   ------------
<S>                               <C>              <C>              <C>                  <C>           <C>  
Stockholders' equity,
  January 1, 1997                1,302,330   $        130     $    5,522,036    $      502,519   $   6,024,685

Exercise of stock options           38,000              4            208,996                           209,000

Exercise of stock option
  exchange offer                    19,802              2            138,612                           138,614

Net income                                                                           1,288,699       1,288,699
                             -- ----------   --------------   -- -----------    -- -----------   -- ----------
Stockholders' equity,
  September 30, 1997             1,360,132   $        136     $    5,869,644    $    1,791,218   $   7,660,998
                             == ==========   ==============   == ===========    == ===========   == ==========
</TABLE>




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

                                        4


<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>


                                                                                              Nine Months Ended
                                                                                                September 30,
                                                                                             -------------------
                                                                                          1997                 1996
                                                                                        ---------           ---------
                                                                                                 (Unaudited)
<S>                                                                                       <C>                   <C>  
Cash flows from operating activities:

   Net income                                                                         $     1,288,699      $       743,008
                                                                                      -----------------   ------------------
   Adjustments to reconcile net income to net
      cash used in operating activities:
         Depreciation and amortization                                                        136,529              128,168
         Deferred income taxes                                                                219,029              395,321
         Stock option exchange for common stock                                               138,614
         Decrease (increase) in securities owned, at market value                           1,803,445         (20,203,328)
         (Increase) in other assets                                                         (145,223)            (298,136)
         (Increase) in income taxes receivable                                               (80,818)
         Increase (decrease) in securities sold, not yet
             purchased, at market value                                                       309,092            (570,407)
         (Decrease) increase in payable to clearing broker                                (3,877,067)           18,872,192
         Increase in accrued compensation                                                     909,193              711,498
         (Decrease) increase in accounts payable and accrued expenses                       (158,872)              421,838
         (Decrease) in income taxes payable                                                 (374,584)
                                                                                    -----------------   ------------------
               Total adjustments                                                          (1,120,662)            (542,854)
                                                                                    -----------------   ------------------
               Net cash provided by operating activities                                      168,037              200,154
                                                                                    -----------------   ------------------
Cash flows from investing activities:
   Purchase of furniture, fixtures and leasehold improvements                               (183,022)            (295,926)
                                                                                    -----------------   ------------------
               Net cash used in investing activities                                        (183,022)            (295,926)
                                                                                    -----------------   ------------------
Cash flows from financing activities:
   Issuance of common stock                                                                   209,000
                                                                                    -----------------   ------------------
               Net cash provided by financing activities                                      209,000
                                                                                    -----------------   ------------------
               Net increase (decrease) in cash                                                194,015             (95,772)

Cash, beginning of period                                                                      75,304              179,944
                                                                                    -----------------   ------------------
               Cash, end of period                                                   $        269,319     $         84,172
                                                                                    =================   ==================
Supplemental information:
   Interest paid                                                                     $        190,179     $        386,537
   Income taxes paid                                                                 $      1,568,920     $         44,452
</TABLE>
 


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

                                        5


<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)



1.       Organization and Summary of Significant Accounting Policies


         The consolidated  financial  statements  include the accounts of Kirlin
         Holding Corp. and its wholly owned subsidiary,  Kirlin Securities, Inc.
         (collectively the "Company").  The Company,  through Kirlin Securities,
         Inc.  ("Kirlin"),  is a full service,  retail-oriented  brokerage  firm
         specializing  in the  trading  and  sale of  fixed  income  securities,
         including collateralized mortgage obligations,  corporate and municipal
         bonds, and government and government agency securities and, to a lesser
         extent,  mutual  funds  and  equity  securities.   The  Company's  only
         activities,  other than  investments,  have been  through  Kirlin.  All
         material intercompany transactions and balances have been eliminated in
         consolidation.  Kirlin has offices in New York, New Jersey,  California
         and Florida.

         The accompanying  consolidated  financial statements have been prepared
         in accordance with generally accepted accounting principles for interim
         financial  information  and  with  the  instructions  to  Form  10-QSB.
         Accordingly,  they do not include all of the  information and footnotes
         as required by  generally  accepted  accounting  principles  for annual
         financial statements.  In the opinion of management of the Company, all
         adjustments (consisting only of normal recurring adjustments) necessary
         in order to make the  financial  statements  not  misleading  have been
         included.  The operations  for the three and  nine-month  periods ended
         September 30, 1997 are not  necessarily  indicative of the results that
         may be expected for the full year ending December 31, 1997. For further
         information,   refer  to  the  consolidated  financial  statements  and
         footnotes  thereto  included  in the  Company's  Annual  Report on Form
         10-KSB for the fiscal year ended December 31, 1996.

2.       Stockholders' Equity


         On July 24, 1997, the Company completed an exchange offer to holders of
         its  outstanding  stock  options.  The  Company's  Board  of  Directors
         authorized this exchange offer, in which optionholders were offered the
         right to  surrender  their  options  for cash  and/or  common  stock at
         varying rates depending upon the terms of the option being surrendered,
         in order to reduce  the  number  of  options  outstanding,  which has a
         dilutive effect on the Company's  reported earnings per share. Prior to
         the exchange offer,  538,738 options were  outstanding,  as compared to
         the Company's 1,302,330 shares of Common Stock outstanding.

         Upon completion of the exchange offer, 448,488 options were surrendered
         in exchange  for  $537,298 in cash and 19,802  shares of Common  Stock.
         Concurrently with the exchange offer,  three executive  officers of the
         Company exercised options to purchase 38,000 shares of Common Stock and
         the  Company's  wholly-owned  subsidiary,   Kirlin  Securities,   Inc.,
         surrendered,  without payment of any consideration,  options it held to
         purchase 16,095 shares of Common Stock.

         Following these actions, as of July 25, 1997, the Company had 1,360,132
         shares of Common  Stock  outstanding  and  options to  purchase  52,250
         shares of Common Stock remain  outstanding,  at exercise prices ranging
         from $5.50 to $10.00 per share.


                                        6


<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)



3.       Income Taxes

         The Company files consolidated  federal income tax returns and combined
         New York, New Jersey,  California and Florida State income tax returns.
         The  provision for income taxes differs from the amount of income taxes
         determined by applying the federal statutory rates principally  because
         of the effect of state taxes.


4.       Earnings Per Share

         Net income per common share is based on the weighted  average number of
         shares  outstanding  for each  period.  For the  three  and  nine-month
         periods ended  September  30, 1997 and 1996,  primary and fully diluted
         net income per common  share have been  calculated  using the  modified
         treasury  stock  method since  options to purchase  common stock have a
         dilutive effect.  Accounting Principles Board Opinion No. 15, "Earnings
         per Share",  limits the assumed repurchase of shares under the treasury
         stock method to 20% of the shares outstanding. Any excess proceeds from
         the  assumed  exercise  of options  are  assumed to be invested in U.S.
         government  securities or commercial  paper.  Therefore,  net income is
         adjusted for assumed  interest income,  net of applicable  income taxes
         for  purposes of these  calculations.  The weighted  average  number of
         shares of common stock  outstanding and adjusted net income for primary
         and  fully  diluted  net  income  per  common  share  for the three and
         nine-month periods ended September 30, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>



                                                       Three-Months Ended              Nine-Months Ended
                                                         September 30,                   September 30,
                                                  ---------------------------      -------------------------
                                                     1997           1996             1997           1996
                                                  ------------    -----------      -----------   ------------
                                                      (Unaudited)                  (Unaudited)
<S>                                                     <C>         <C>               <C>             <C>   
Primary Net Income Per Common Share
   Net Income                                      $ 689,021       $ 314,081      $ 1,288,699      $ 743,008
   Plus: Estimated proceeds from investment in
           U.S. government securities or
           commercial paper, net of taxes                             13,407                          47,839
                                                  ----------     ------------     ------------   ------------
           Net Income used in calculation          $ 689,021       $ 327,488      $ 1,288,699      $ 790,847
                                                  ==========     ============     ============   ============
   Weighted average number of shares outstanding   1,346,095       1,302,330        1,317,079      1,302,330
   Plus: Net effect of dilutive stock options
         based on the modified treasury stock
         method using the average market price
         of common stock                                             351,317          205,571        351,317
                                                  ----------     ------------     ------------   ------------
           Total shares used in calculation        1,346,095       1,653,647        1,522,650      1,653,647
                                                  ==========     ============     ============   ============
           Net income per common share             $    0.51       $    0.20      $      0.85      $    0.48
                                                  ==========     ============     ============   ============
</TABLE>

                                       7

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)
<TABLE>
<CAPTION>

<S>                                                  <C>               <C>            <C>             <C>   
Fully Diluted Net Income Per Common Share
   Net Income                                      $ 689,021       $ 314,081      $ 1,288,699      $ 743,008
   Plus: Estimated proceeds from investment
           in U.S. government securities or
           commercial paper, net of taxes                             12,463                          37,388
                                                  ----------      ------------    ------------   ------------
           Net Income used in calculation            689,021       $ 326,544      $ 1,288,699      $ 780,396
                                                  ==========      ============    ============   ============
   Weighted average number of shares outstanding   1,346,095       1,302,330        1,317,079      1,302,330
   Plus: Net effect of dilutive stock options
           based on the modified treasury stock
           method using the average market price
           of common stock                                           351,317          206,599        351,317
                                                  ----------      ------------    ------------   ------------
           Total shares used in calculation        1,346,095       1,653,647        1,523,678      1,653,647
                                                  ==========      ============    ============   ============
           Net income per common share             $    0.51       $    0.20      $      0.85      $    0.47
                                                  ==========      ============    ============   ============
</TABLE>

                                        8

<PAGE>


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

Forward-Looking Statements

         When used in this Form 10-QSB and in future filings by the Company with
the Commission,  the words or phrases "will likely result," "management expects"
or "the Company  expects,"  "will  continue," "is  anticipated,"  "estimated" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue  reliance on any such  forward-looking  statements,
each of which  speak only as of the date made.  Such  statements  are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from  historical   earnings  and  those  presently   anticipated  or
projected.  The Company has no obligation to publicly  release the result of any
revisions  which  may be  made  to any  forward-looking  statements  to  reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements.

Results of Operations

         Total revenues for the three and nine-month periods ended September 30,
1997 increased 53.4% and 24.6%, respectively, to $6,708,874 and $15,808,398 from
the  comparable  periods  in 1996.  The  increase  was  attributable  to  income
generated from the Company's  merchant banking and retail brokerage  activities,
which  was  reflective  of  a  strong  marketplace.   As  a  result,   principal
transactions,  net increased by 70.2% and 32.1%, respectively, for the three and
nine-month periods ended September 30, 1997 from the comparable periods in 1996.
Commissions  increased 8.5% and 6.3%,  respectively,  primarily as a result of a
customer shift to equity securities.

         Employee compensation and benefits for the three and nine-month periods
ended September 30, 1997 increased 85.3% and 40.3%, respectively,  to $4,441,795
and $10,512,874 from the comparable periods in 1996. Since employee compensation
to the Company's traders and registered  representatives  is directly related to
revenue, a portion of employee  compensation follows the change in the Company's
revenues.  The increase was also  partially  attributable  to a $675,912  charge
related to a stock option exchange offer to holders of the Company's outstanding
stock options which was completed on July 24, 1997.

         Promotion and  advertising  for the three and nine-month  periods ended
September  30,  1997  decreased  79.6% and 78.2%,  respectively,  to $88,827 and
$233,932 from the comparable periods in 1996 primarily as a result of a shift of
work to  internal  staff and the  Company's  planned  reduction  in  advertising
expenditures,  primarily in radio and  television  advertising,  due to a retail
product  focused on the Company's  existing client base through the use of print
media.

         Clearance and execution  charges for the three and  nine-month  periods
ended  September 30, 1997 decreased 14.9% and 10.4%,  respectively,  to $233,934
and  $671,363  from the  comparable  periods in 1996 as a result of reduced fees
charged by the Company's clearing broker.

         Occupancy and communications costs for the three and nine-month periods
ended  September 30, 1997 increased 10.7% and 13.2%,  respectively,  to $463,744
and $1,301,885  from the comparable  periods in 1996. This increase was a result
of the establishment and operations of branch offices.

         Professional fees for the three and nine-month periods ended September
30, 1997 increased 48.1% and 37.0% to $70,765  and  $195,922  from the
comparable  periods in 1996 primarily  as a result of an  increase  in external
consultation  with  outside professionals.

                                       9

<PAGE>

         Interest  expense for the three and nine-month  periods ended September
30, 1997 decreased 56.9% and 47.7%,  respectively,  to $64,934 and $190,179 from
the  comparable  periods  in 1996 as a result  of  smaller  inventory  positions
purchased on margin, which incur interest.

         Other  expenses for the  three-month  period ended  September  30, 1997
decreased 4.0% to $112,726,  and for the nine-month  period ended  September 30,
1997 increased 14.1% to $374,644,  respectively,  from the comparable periods in
1996 as a result of an increase in general office expenses primarily as a result
of the establishment and operations of branch offices.

         Income  tax  provision  for the  three  and  nine-month  periods  ended
September  30,  1997  were  $543,128  and  $1,038,900,  respectively,  which was
consistent with the increase in income before this income tax provision.

         Net income of $689,021 and $1,288,699,  respectively, for the three and
nine-month  periods ended  September 30, 1997 compares to net income of $314,081
and $743,008, respectively, for the three and nine-month periods ended September
30, 1996 primarily as a result of increased revenues and an increased  operating
cost reduction emphasis in 1997.

Liquidity and Capital Resources

         Securities   owned,  at  market  value,  at  September  30,  1997  were
$11,830,903 as compared to $13,634,348 at December 31, 1996. This 13.2% decrease
was  attributable  to the  Company's  reduced  need to  maintain  securities  in
inventory  for resale to its  customers at September  30, 1997 as compared  with
December 31, 1996. To a significant extent, the Company's inventory requirements
for  securities  is market  driven,  with a less  active  market and lower sales
necessitating  lower  inventory  levels.  Approximately  71.5% of the  Company's
assets  at  September  30,  1997  were  comprised  of  cash  and  highly  liquid
securities.

         Furniture,  fixtures and leasehold improvements,  net, at September 30,
1997,  increased to $737,617 as compared to $691,124 at December 31, 1996.  This
6.7% increase  resulted from the establishment and operations of a branch office
and additional computer hardware,  office furniture,  and leasehold improvements
purchased in  connection  with the existence  and  maintenance  of the Company's
offices.

         Other assets increased to $782,289 at September 30, 1997, from $637,066
at December 31, 1996, a 22.8% increase. This increase was primarily attributable
to  managed  fee income  receivable  related to a retail  product,  advances  to
registered representatives, and a decrease in prepaid operating assets.

         Income  Taxes  Receivable  and Income  Taxes  Payable  were $80,818 and
$426,959,  respectively,  at  September  30, 1997 as  compared  to Income  Taxes
Payable of $582,514 at December  31,  1996.  This change is comprised of current
taxes receivable and payable reflective of the payment of estimated income taxes
and the adjustment for the current period's earnings,  and deferred income taxes
payable resulting from unrealized appreciation on securities positions.

         Securities sold short amounted to $2,328,756 at September 30, 1997 as
compared to $2,019,664 at December 31, 1996.  Management  monitors these
positions on a daily basis and covers short  positions  when  appropriate.  A 
portion of the short  position at September 30, 1997 was covered during the
subsequent month.


                                       10

<PAGE>


         Payable to clearing  broker  amounted to $709,650 at September 30, 1997
as compared to $4,586,717 at December 31, 1996. This 84.5% decrease was a result
of decreased inventory purchases on margin.

         Accrued  compensation was $2,083,899  September 30, 1997 as compared to
$1,174,706  at December  31, 1996, a 77.4%  increase  attributable  to increased
revenues upon which commission income to registered representatives is based.

         Accounts  payable and accrued  expenses  were $490,684 at September 30,
1997 as compared to $649,556 at December 31, 1996, a 24.5% decrease attributable
to accrued promotion, general office expenses, and an accrued expense related to
a settlement with a customer.

         The Company,  as  guarantor  of its  customer  accounts to its clearing
broker, is exposed to off-  balance-sheet  risks in the event that its customers
do not fulfill their obligations with the clearing broker.  In addition,  to the
extent the Company  maintains  a short  position  in certain  securities,  it is
exposed to a further off-balance-sheet market risk, since the Company's ultimate
obligation may exceed the amount recognized in the financial statements.

         The Company believes its financial resources will be sufficient to fund
the Company's operations and capital requirements for the foreseeable future.


                                       12


<PAGE>


PART II:          OTHER INFORMATION

ITEM 6:                    EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  27.      Financial Data Schedule (9/30/97)

         (b)      Reports on Form 8-K

                  None



                                       12


<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.



                                          Kirlin Holding Corp.
                                          (Registrant)




Dated:   November 10, 1997                By:      /s/ Anthony J. Kirincic
                                             ---------------------------------
                                                   Anthony J. Kirincic
                                          President and Chief Financial Officer




                                       13


<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number            Description                                        Page

27.               Financial Data Schedule (9/30/97)                   15





                                       14


<PAGE>