U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB
(Mark One)

[X]  Quarterly report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

For the quarterly period ended September 30, 1997

[ ]  Transition  report under  Section 13 or 15(d) of the Exchange Act for the
     transition period from __________ to ___________.

                         Commission file number 01-13470

                             BIG SMITH BRANDS, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

              Delaware                                        13-3005371
              --------                                        ----------
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                           Identification No.)

           7100 West Camino Real, Suite 201, Boca Raton, Florida 33433
           -----------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (561) 367-8283
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                                       N/A
                                       ---
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X]             No [ ]

Number of shares of common stock outstanding as of October 31, 1997:  3,995,987

Transitional Small Business Disclosure Format (check one):  Yes [ ]  No  [X]




<PAGE>

                                             INDEX

                                                                          Pages
                                                                          -----


PART I      FINANCIAL INFORMATION

    Item 1.   Consolidated Financial Statements

                 Balance Sheet as of September 30, 1997.......................3

                 Statements of Operations for the three
                 months and nine month periods ended
                 September 30, 1997 and 1996..................................4

                 Statement of Stockholders' Equity for the
                 nine months ended September 30, 1997.........................5

                 Statements of Cash Flows for the nine months
                 ended September 30, 1997 and 1996............................6

                 Notes to Financial Statements................................7


    Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations.............................8

PART II OTHER INFORMATION....................................................15

SIGNATURE....................................................................18

EXHIBIT INDEX................................................................19


                                       -2-

<PAGE>

                             BIG SMITH BRANDS, INC.
                           CONSOLIDATED BALANCE SHEET
                               September 30, 1997
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS
  Cash                                                        $     31,403
  Temporary investments                                             80,313
  Accounts receivable, less allowance
       for doubtful accounts of $637,451                         4,028,706
  Commissions receivable                                         1,194,681
  Inventories                                                    4,305,497
  Prepaid expenses                                                 239,190
                                                              ------------
            Total Current Assets                                 9,879,790
                                                              ------------


PROPERTY AND EQUIPMENT, At Cost
  Land                                                              20,000
  Buildings                                                        473,195
  Equipment                                                      1,953,493
  Vehicles                                                          83,085
                                                              ------------
                                                                 2,529,773
  Less Accumulated depreciation                                  1,235,250
                                                              ------------
                                                                 1,294,523
                                                              ------------
OTHER ASSETS
  Security deposits                                                 12,530
  Loan Fees, net of amortization of $46,633                        330,165
  Trademark, net of amortization of $74,513                        441,347
                                                              ------------
                                                              $ 11,958,355
                                                              ============


              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Current maturities of long-term debt                         $  5,505,001
  Checks outstanding in excess of bank balance                      119,568
  Accounts payable                                                2,104,153
  Accrued Restructuring/Litigation                                  598,764
  Accrued royalties                                                 665,674
  Accrued expenses                                                  457,205
                                                               ------------

        Total Current Liabilities                                 9,450,365


LONG-TERM DEBT                                                    1,809,381
                                                               ------------

STOCKHOLDERS' EQUITY
  Common stock, $.01 par value; authorized 10,000,000 shares:
       issued and outstanding 3,995,987 shares                       39,960
  Additional paid-in capital                                      7,145,158
  Retained earnings                                              (6,486,509)
                                                               ------------
                                                                    698,609
                                                               ------------
                                                               $ 11,958,355
                                                               ============
See Notes to Consolidated Financial Statements


                                             -3-

<PAGE>

                                    BIG SMITH BRANDS, INC.
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                          (Unaudited)

<TABLE>
<CAPTION>
                                       Three Month Period            Nine Month Period
                                       Ended September 30,           Ended September 30,

                                        1997         1996            1997        1996
                                        ----         ----            ----        ----
NET SALES
<S>                                 <C>          <C>             <C>           <C>        
Trade                               $ 4,232,476  $ 6,181,048     $ 8,342,082   $14,848,613
Royalties, net of related costs 
  of $303,492                                 0      360,767               0     1,134,015
  and $794,986, respectively        -----------  -----------     -----------   -----------
                                      4,232,476    6,541,815       8,342,082    15,982,628

COST OF GOODS SOLD                    3,512,065    6,161,939       6,943,802    13,798,052
                                    -----------  -----------     -----------   -----------

GROSS PROFIT                            720,411      379,876       1,398,280     2,184,576
                                    -----------  -----------     -----------   -----------

OPERATING EXPENSES
  Selling                               360,028      504,576       1,022,514     1,396,289
  General and administrative            605,444      649,148       1,601,640     1,853,827
  Restructuring and Litigation Cost     358,000    1,397,481         358,000     1,397,481
                                    -----------  -----------     -----------   -----------
                                      1,323,472    2,551,205       2,982,154     4,647,597
                                    -----------  -----------     -----------   -----------

INCOME (LOSS) FROM
  OPERATIONS                         (  603,061)  (2,171,329)     (1,583,874)   (2,463,021)
                                    ------------  -----------     ----------    ---------- 
                                                               
OTHER INCOME (EXPENSE)                                       
  Miscellaneous expense               (  35,477) (     6,368)      ( 110,411)    (  40,771)
  Interest expense                    ( 182,315) (   175,516)      ( 489,350)    ( 539,037)
                                    ------------ ------------    ------------  ------------
                                      ( 217,792) (   181,884)      ( 599,761)    ( 579,808)
                                    ------------ ------------    ------------  ------------

INCOME (LOSS) BEFORE
  INCOME TAXES                         (820,853) ( 2,353,213)     (2,183,635)  ( 3,042,829)
PROVISION FOR INCOME TAXES                    0  (   504,087)              0   (   235,136)
                                    -----------  ------------    -----------   ------------
NET INCOME (LOSS)                   $  (820,853) $(2,857,300)    $(2,183,635)  $(3,277,965)
                                    ============ ============    ============  ============
NET INCOME (LOSS) PER SHARE         $(     0.21) $(     0.73)    $(     0.55)  $    ( 0.83)
                                    ============ ==============  ============  ============

WEIGHTED AVERAGE SHARES
  OUTSTANDING                         3,995,987    3,930,000       3,959,000     3,930,000
                                    ===========  ===========     ===========   ===========
</TABLE>

See Notes to Consolidated Financial Statements


                                       -4-

<PAGE>

                             BIG SMITH BRANDS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      NINE MONTHS ENDED SEPTEMBER 30, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         Common Stock,
                                        $.01 par value
                                        --------------
                                                              Additional    Retained           Total
                                                               paid-in      earnings        stockholders'
                                       Shares      Amount      capital      (deficit)          equity
                                       ------      ------      -------      ---------       -----------
<S>                                   <C>          <C>        <C>           <C>             <C>        
Balances at December 31, 1996         3,930,000    $39,300    $6,315,818    $(4,302,874)    $ 2,052,244

Discount on Convertible Debentures                               800,000                        800,000

Conversion of Debentures                 65,987        660        29,340                         30,000

Net Income (loss)                            --         --            --     (2,183,635)     (2,183,635)
                                      ---------    -------    ----------    -----------     -----------
Balances at September 30, 1997        3,995,987    $39,960    $7,145,158    $(6,486,509)    $   698,609
                                      =========    =======    ==========    ===========     ===========
</TABLE>



See Notes to Consolidated Financial Statements


                                       -5-

<PAGE>

                             BIG SMITH BRANDS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (Unaudited)


                                                          1997           1996
                                                          ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES                                  
Net income (loss)                                   $(2,183,635)    $(3,277,965)
Items not requiring cash:
Depreciation and amortization                           211,608         373,381
Deferred income taxes                                                   220,568
Amortization of Debenture discount                      142,600
Changes in:
Accounts receivable                                    (878,998)     (1,350,691)
Inventories                                            (160,733)      3,429,483
Prepaid expenses                                        (87,212)       (134,834)
Other assets                                           (113,198)        181,858
Accounts payable and accrued expenses                   113,723         712,463
                                                    -----------     -----------
Net cash provided (used) in operating activities     (2,955,845)        154,263
                                                    -----------     -----------


CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                      (20,305)       (413,959)
Sale (Purchase) of temporary investments                 64,594         (65,677)
                                                    -----------     -----------
Net cash provided (used) in investing activities         44,289        (479,636)
                                                    -----------     -----------


CASH FLOWS FROM FINANCING ACTIVITIES
Checks outstanding in excess of bank balance           (164,984)        (16,941)
Net borrowings under line-of-credit agreement         1,774,718         260,559
Principal Payments on long-term debt                   (273,326)        141,390
Net Proceeds from Convertible Debenture               1,436,000
Principal payment on loan from stockholder                              (50,028)
                                                    -----------     -----------
Net cash provided by financing activities             2,772,408         334,980
                                                    -----------     -----------



INCREASE (DECREASE) IN CASH                            (139,148)          9,607

CASH, BEGINNING OF PERIOD                               170,551           4,207
                                                    -----------     -----------

CASH, END OF PERIOD                                 $    31,403     $    13,814
                                                    ===========     ===========

See Notes to Consolidated Financial Statements


                                       -6-

<PAGE>

                             BIG SMITH BRANDS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Company

Big Smith  Brands,  Inc.  (the  "Company")  manufactures  and sells quality work
apparel  under a variety of brand names,  including  Big Smith,  Smith  Mountain
Classics,  Big Smith  Sportswear and Big Smith Vintage.  The Company markets its
products to national chains and local stores worldwide.

Significant Accounting Policies

The accounting  policies  followed by the Company are set forth in Note 1 to the
Company's financial  statements included in its Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1996.

NOTE 2:  INTERIM FINANCIAL STATEMENTS

The accompanying  financial statements have been prepared in accordance with the
instructions  to Form 10-QSB of the  Securities  and Exchange  Commission and in
accordance with generally accepted accounting  principles  applicable to interim
financial  statements,  and do not include all of the  information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  The financial  statements  should be read in  conjunction  with the
audited financial  statements and accompanying notes of the Company for the year
ended December 31, 1996,  which are included in its Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1996.

In the opinion of  management  of the  Company,  the  accompanying  consolidated
financial  statements  reflect all adjustments  necessary  (consisting solely of
normal  recurring  adjustments) to present fairly the financial  position of the
Company  as  of  September   30,  1997  and  the  results  of  its   operations,
stockholders' equity and its cash flows for the nine month period then ended.

The results of  operations  for the period ended  September  30,  1997,  are not
necessarily  indicative  of the results to be expected for the entire year.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Seasonality."


NOTE 3:  INCOME PER SHARE INFORMATION

Net earnings  (loss) per share is computed using the weighted  average number of
shares of common stock outstanding and common stock equivalent shares from stock
options  and  warrants  unless  the  effect  of  common  stock   equivalents  is
anti-dilutive.


                                       -7-

<PAGE>

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

General

         The  discussion and analysis set forth below is for the three month and
nine month periods ended September 30, 1997 and September 30, 1996. It should be
read in conjunction with the Unaudited  Financial  Statements of the Company and
the related Notes thereto appearing  elsewhere in this Form 10-QSB.  The Company
believes  that its  business  is  seasonal  and has  experienced  and expects to
continue to experience  lower  revenues and net income in the first half of each
fiscal year as compared to the second half of each fiscal year. This seasonality
is due to increased sales in the apparel  industry  during the Christmas  season
and the increase in sales of the Company's winter weight garments, which sell at
higher per unit prices than the Company's  other  products,  and  back-to-school
clothes,  during  the  months of  August  through  November.  In  addition,  the
Company's  quarterly results may fluctuate depending upon the timing of delivery
of large orders and the introduction of new product lines or additional  labels,
among other  things.  The Company  believes  that sales of Big Smith  Sportswear
branded  products will be less seasonal  than sales of its  traditional  product
lines and that as such sales  increase as a proportion  of the  Company's  total
sales  the   seasonality   of  the  Company's   business   will   decline.   See
"--Seasonality."

         Forward  Looking-Statements.  When used in this report,  press releases
and  elsewhere by the  management  of the Company  from time to time,  the words
"believes", "anticipates",  and"expects" and similar expressions are intended to
identify   forward-looking   statements   that   involve   certain   risks   and
uncertainties. Additionally, certain statements contained in this discussion may
be  deemed  forward-looking  statements  that  involve  a number  of  risks  and
uncertainties.  Among the  factors  that could  cause  actual  results to differ
materially  are the following:  the status of relations  between the Company and
its primary  customers and  distributors,  the availability of long-term credit,
unanticipated  changes  in  the  U.S.  and  international  economies,   business
conditions and growth in the workwear industry and the level of growth in retail
sales  generally,  the timely  development  and acceptance of new products,  the
impact  of  competitive  products  and  pricing,  changes  in  the  cost  of raw
materials,  changes in product  mix,  the  outcome  of  litigation  in which the
Company is involved,  along with product  delays and other risks  detailed  from
time to time in the  Company's  SEC  reports,  including  but not limited to the
report on Form 10-KSB for the year ended  December  31,  1996 (the "Form  10K").
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements  which speak only as of the date thereof.  The Company  undertakes no
obligation to publicly release the results of any events or circumstances  after
the date thereof or to reflect the occurrence of unanticipated events.

         Financial  Disclosure.  The  discussion and analysis set forth below is
for the fiscal  quarters ended  September 30, 1997 and September 30, 1996 and it
should be read in conjunction  with the Financial  Statements of the Company and
the related Notes thereto appearing elsewhere in this Form 10-QSB as well as the
Financial Statements of the Company for the fiscal years ended December 31, 1996
and December 31, 1995 and the related Notes thereto appearing in the Form 10-K.

         Going Concern.  The Company's viability as a going concern is dependent
upon the successful  refinancing of its principal line of credit,  which expired
on June 30, 1997 and its meeting its  liquidity  needs  subsequent to such date,
which needs could exceed the amount of borrowings  available  under the existing
agreement.  Currently,  the Company is operating  under a standstill  agreement,
dated August 22, 1997, with Mercantile  Business Credit,  Inc., (the "Standstill
Agreement")  providing  financing in the interim period following the maturation
of the Company's principle line of credit. The Standstill  Agreement will expire
by its terms on December 5, 1997. See -- "Liquidity and Capital Resources."

         On June 10, 1997, the Company  entered into a letter of intent with the
CIT  Group/Credit  Finance  ("CIT")  providing for a three year working  capital
line. The letter of intent  provides for a working  capital line of credit of $7
million  secured  by  property,   equipment,   and  other   long-lived   assets;
collateralized


                                       -8-

<PAGE>


borrowings against accounts receivable and inventory. The Company has also since
entered into  negotiations  with  NationsCredit  Commercial  Funding,  Inc., and
Foothill Capital Corporation as potential alternatives to CIT. All three lenders
have substantially  completed their due diligence.  The Company believes it will
reach an agreement with one of the three lending  institutions  and successfully
close financing  arrangements to replace the MBCI principal line of credit prior
to the expiration of the Standstill Agreement.  Additionally,  on April 2, 1997,
the Company  closed a placement of $1.7 million of  Debentures  (as  hereinafter
defined) with an offshore investor. See "--Liquidity and Capital Resources."

         The Company has initiated  proceedings to collect  certain  significant
delinquent accounts receivable from its foreign licensees and distributors.  See
"Part  II.  Item I.  Legal  Proceedings--Other  Litigation."  Additionally,  the
Company has developed a new product line of branded young mens' sportswear,  Big
Smith Sportswear, which was introduced at an industry-wide trade show during the
last week of August.  The  Company  believes  that this new line  could  provide
revenues  to replace  the high  margin  revenue  stream  previously  provided by
Caterpillar  branded  products  and began to  receive  and ship  orders for such
products during this three month period. Finally, the Company has taken steps to
increase  sales of its  products  during the last six months of 1997,  including
developing relationships with substantial new customers and taking initial steps
towards  establishing  an  international  network for  distribution of Big Smith
Sportswear and other branded products internationally,  through meetings held in
September 1997 with candidates for international distributorships. Such meetings
resulted in initial  orders  representing  distribution  primarily  of Big Smith
Sportswear and other branded products in five European  countries.  In addition,
the Company will participate in the Inter-Jeans Trade Show in Cologne,  Germany,
in February 1998. The Company anticipates increased  international  distribution
of its  product  lines,  primarily  Big  Smith  Sportswear,  as a result  of its
participation in the Inter-Jeans Trade Show.

         The following  discussion  and analysis  should be read in  conjunction
with the Company's financial statements appearing elsewhere in this report.

Results of Operations

Three  Months  Ended  September  30,  1997  Compared to the Three  Months  Ended
September 30, 1996

         Net  trade  sales,  for the  three  months  ended  September  30,  1997
decreased by $1.95  million,  or 31.6%,  to $4.23 million from $6.18 million for
the three months ended  September 30, 1997. Net sales for the three months ended
September 30, 1997 of Caterpillar branded products,  Big Smith and other branded
products,  and private  label  products  were $0,  $3.82  million and  $410,000,
respectively,  as compared with $1.96  million,  $3.51 million and $.71 million,
respectively,  for the three months ended  September  30, 1996.  The decrease in
sales of Caterpillar  branded products resulted from the decision of the Company
to  cease  sales  of  Caterpillar  branded  products  and  due to the  purported
termination of the Company's license by Caterpillar,  Inc. ("Caterpillar").  See
"Part II.  Item 1. Legal  Proceedings".  The  increase in sales of Big Smith and
other  branded  products  resulted  from  the  addition  of  new  customers  and
additional  products  being  purchased  by  existing  customers  reflecting  the
increased  marketing  by the Company of such  products.  The decrease in private
label  sales  reflects  the  Company's  strategic  decision in 1996 to phase out
certain low margin private label programs for Kmart Corporation.

         The Company's  strategy following its cessation of sales of Caterpillar
branded  products is to focus its marketing  efforts on increasing  sales of Big
Smith and other branded products, and, beginning in the three month period ended
September 30, 1997,  the Company's  new line of young mens'  sportswear,  rather
than on sales under licensed  labels or low margin private label  programs.  For
the  three  months  ended  September  30,  1997,  Sales of  Caterpillar  branded
products,  Big Smith and other  branded  products,  and private  label  products
accounted  for 0%,  and  90.3%  and 9.7% of net trade  sales,  respectively,  as
compared with 31.7%, 56.8% and 11.5% of net trade sales,  respectively,  for the
three months ended September 30, 1996.


                                       -9-

<PAGE>

         Net royalties from  distributors  for the manufacture and sale of goods
under the  Caterpillar  labels  abroad net of related costs for the three months
ended  September 30, 1997 were $0 as compared with $360,767 for the three months
ended  September  30, 1996,  reflecting  the  cessation of sales of  Caterpillar
branded  products.  The Company has taken initial steps towards  establishing an
international  network for distribution of Big Smith and other branded products,
through  meetings  held in  September  1997 with  candidates  for  international
distributorships.  Such meetings  resulted in initial  orders  primarily for Big
Smith  Sportswear  in five  European  countries.  In addition,  the Company will
participate in the Inter-Jeans Trade Show in Cologne, Germany, in February 1998.
The Company  anticipates  increased  international  distribution  of its product
lines,  primarily Big Smith Sportswear,  as a result of its participation in the
Inter-Jeans Trade Show.

         Gross profit,  excluding that from net royalties,  for the three months
ended  September 30, 1997 was $720,000,  or 17% of net trade sales,  compared to
$19,000,  or 0.3% of net trade sales,  for the three months ended  September 30,
1996.  The  increase in gross profit  percentage  was  primarily  due to the non
recurrence  of $ 817,000 of  writedowns  related  primarily  to the  Caterpillar
branded  inventory  during the three month period ended  September 30, 1996. The
writedown of Caterpillar inventory in the three month period ended September 30,
1996 was due to the necessity of liquidating  such inventory in  anticipation of
the  effectiveness  of  the  cancellation  of  the  Company's  license  to  sell
Caterpillar branded inventory.

         Selling  expenses  decreased  by $150,000 to  $360,000,  or 8.5% of net
trade sales,  for the three months ended September 30, 1997,  from $510,000,  or
8.3% of net trade sales,  for the three months ended  September  30, 1996.  This
decrease in selling expenses resulted principally from a decrease of $118,000 in
royalty  expense  resulting from  decreased  sales by the Company of Caterpillar
branded products,  a decrease of $18,000 in advertising and trade shows expense,
a  decrease  of  $33,000  in travel and  entertainment  expense,  a decrease  in
shipping  expense of $27,000 and a decrease of $74,000 in salesman  commissions,
samples and expenses resulting from the decrease in trade sales, which were only
partially  offset by an increase of $117,000 in selling  expense  related to the
new sportswear division.  General and administrative  expenses were $610,000, or
14.4% of net trade sales  during the three  months  ended  September  30,  1997,
compared with $650,000,  or 10.5% of net trade sales, for the three months ended
September  30,  1996.  The  decrease in general and  administrative  expense was
primarily  due to a decrease  of payroll  and  related  expense  of  $88,000,  a
decrease  in bad  debt  expense  of  $75,000  along  with a  decrease  in  other
administrative  costs related to downsizing and restructuring,  partially offset
by an increase in consulting fees of $114,000  primarily related to retention of
a  consultant  to analyze and advise the Company on ways to cut costs  including
selling and general and administrative costs. The Company began to implement the
consultant's  recommendations  during the three month period ended september 30,
1997.  Such  implementation  efforts have  continued into the three month period
ending December 31, 1997.

         The Company  incurred  certain  restructuring  and litigation  costs of
approximately  $358,000 for the three month period ended September 30, 1997 as a
result of the settlement of litigation over a major account  receivable  related
to the Caterpillar litigation, as compared with approximately $1,397,000 for the
three month period ended  September 30, 1996 which  included costs such as legal
and  professional,  impairment  write  downs,  plant  shutdown  costs,  employee
termination  costs,  other costs related to foreign  operations  and other costs
which  resulted from the  Caterpillar  termination.  See "Part II. Item 1. Legal
Proceedings."

         The Company's interest expense for the three months ended September 30,
1997 was $182,000,  or 4.3% of net trade sales,  as compared with  $176,000,  or
2.9% of net trade sales, for the three months ended September 30, 1996. Interest
expense  attributable to the  amortization of the discount on the Debentures was
only partially  offset by a decrease in interest  expenses  attributable to bank
debt during the three month period ended September 30, 1997.

         At December 31, 1995, the Company  recorded a net deferred tax asset of
$220,568  relating to expected  future  utilization  of its net  operating  loss
carryforwards and for the tax effects of certain timing


                                      -10-

<PAGE>

differences.  The Company  continued to recognize a credit  income tax provision
relating to operating  losses for the first two  quarters of 1996.  In the three
month period ended September 30, 1996, the Company  concluded that it was unable
to determine  that the future  utilization  of the loss  carryforwards  was more
likely than not and,  therefore,  established a valuation allowance equal to the
amount of the net deferred asset previously recorded.
No tax provisions have been recorded in 1997.

         As a result  of the  foregoing,  the  Company's  net loss for the three
months  ended  September  30,  1997  decreased  to  $820,853  from a net loss of
$2,857,300 for the three months ended September 30, 1996.

Nine Months Ended September 30, 1997 Compared to the Nine Months Ended September
30, 1996

         Net trade sales, for the nine months ended September 30, 1997 decreased
by $6.51  million,  or 43.8%,  to $8.34 million from $14.85 million for the nine
months  ended  September  30,  1996.  Net trade sales for the nine months  ended
September 30, 1997 of Caterpillar branded products,  Big Smith and other branded
products,  and private label products were $80,000,  $7.33 million and $930,000,
respectively,  as compared with $5.26 million,  $6.93 million and $2.66 million,
respectively,  for the nine months ended  September  30,  1996.  The decrease in
sales of Caterpillar  branded products  resulted  primarily from the decision of
the Company to cease sales of Caterpillar  branded products due to the purported
termination of the Company's license by Caterpillar. See "Part II. Item 1. Legal
Proceedings". The increase in Big Smith and other branded products resulted from
the  addition of new  customers  and  additional  products  being  purchased  by
existing  customers,  reflecting the increased  marketing by the Company of such
products.  The decrease in private label sales reflects the Company's  strategic
decision in 1996 to phase out  certain low margin  private  label  programs  for
Kmart Corporation.

         The Company's  strategy following its cessation of sales of Caterpillar
branded  products is to focus its marketing  efforts on increasing  sales of Big
Smith and other branded products, and, beginning in the three month period ended
September 30, 1997,  the Company's  new line of young mens'  sportswear,  rather
than on sales under licensed  labels or low margin private label  programs.  For
the nine months ended September 30, 1997, sales of Caterpillar branded products,
Big Smith and other branded products,  and private label products  accounted for
0.9% and 87.9% and 11.2% of net trade  sales,  respectively,  as  compared  with
35.4%,  46.7% and 17.9% of net trade  sales,  respectively,  for the nine months
ended September 30, 1996.

         Net royalties from  distributors  for the manufacture and sale of goods
under the  Caterpillar  labels  abroad net of related  costs for the nine months
ended September 30, 1997 were $0 as compared with $1,134,015 for the nine months
ended  September  30, 1996  reflecting  the  cessation  of sales of  Caterpillar
branded  products.  The Company has taken initial steps towards  establishing an
international  network for distribution of Big Smith and other branded products,
through   meetings  held  in  September  with   candidates   for   international
distributorships.   Such  meetings  resulted  in  initial  orders   representing
distribution of Big Smith and other branded products in five European countries.
In  addition,  the Company  will attend the  Inter-Jeans  Trade Show in Cologne,
Germany,  in February  1998.  The Company  anticipates  increased  international
distribution  of  its  product  lines  as a  result  of  its  attendance  at the
Inter-Jeans Trade Show.

         Gross profit,  excluding that from net  royalties,  for the nine months
ended  September  30,  1997 was $1.40  million,  or 16.8 % of net  trade  sales,
compared to $1.05 million, or 7.1% of net trade sales, for the nine months ended
September 30, 1996.  The increase in the gross profit  percentage  was primarily
due to the non  recurrence of $817,000 of  writedowns  during in the three month
period ended September 30, 1996,  related  primarily to the Caterpillar  branded
inventory,  decreased  sales  of  low  margin  private  label  sales  due to the
discontinued  private label programs for the Kmart  Corporation and the increase
in Big Smith and other branded products, which were only partially offset by the
loss of sales of Caterpillar branded products.

         Selling  expenses  decreased by $380,000 to $1.02 million,  or 12.2% of
net trade  sales,  for the nine months  ended  September  30,  1997,  from $1.40
million, or 9.4% of net trade sales, for the nine months


                                      -11-

<PAGE>

ended September 30, 1996. The decrease in selling expenses resulted  principally
from a decrease of $305,000 in royalty expense resulting from decreased domestic
sales by the Company of Caterpillar branded products,  a decrease of $107,000 in
advertising  and trade shows expense and a $48,000  decrease in sample  expense,
and a decrease of $132,000 in shipping  expense  resulting  from the decrease in
trade  sales,  which  were only  partially  offset by the  increase  in  selling
expenses of $226,000 related to the new Big Smith  Sportswear line.  General and
administrative  expenses were $1.60 million,  or 19.2% of net trade sales during
the nine months ended September 30, 1997,  compared with $1.85 million, or 12.5%
of net trade sales,  for the nine months ended  September 30, 1996. The decrease
in general and administrative expense was primarily due to a decrease of payroll
and related  expenses  of  $260,000,  a decrease in bad debt  expense of $83,000
along with a decrease in other  administrative  costs related to downsizing  and
restructuring,  partially  offset by an increase in consulting  fees of $164,000
primarily related to retention of a consultant to analyze and advise the Company
on ways to cut costs including selling and general and administrative costs. The
Company began to implement  the  consultant's  recommendations  during the three
months ended September 30, 1997. Such implementation efforts have continued into
three month period ending December 31, 1997.

         The Company  incurred  certain  restructuring  and litigation  costs of
approximately  $358,000 for the nine month period ended  September 30, 1997 as a
result of the settlement of litigation over a major account  receivable  related
to the Caterpillar litigation, as compared with approximately $1,397,000 for the
three month period ended  September 30, 1996 which  included costs such as legal
and  professional,  impairment  write  downs,  plant  shutdown  costs,  employee
termination  costs,  other costs related to foreign  operations  and other costs
which  resulted from the  Caterpillar  termination.  See "Part II. Item 1. Legal
Proceedings".

         The Company's  interest expense for the nine months ended September 30,
1997 was $.49  million,  or 5.9% of net  trade  sales,  as  compared  with  $.54
million,  or 3.6% of net trade sales,  for the nine months ended  September  30,
1996.  Interest expense  attributable to the amortization of the discount on the
Debentures  was  only  partially  offset  by a  decrease  in  interest  expenses
attributable to bank debt during the nine month period ended September 30, 1997.

         At December 31, 1995, the Company  recorded a net deferred tax asset of
$220,568  relating to expected  future  utilization  of its net  operating  loss
carryforwards and for the tax effects of certain timing differences. The Company
continued  to  recognize a credit  income tax  provision  relating to  operating
losses for the first two  quarters  of 1996.  In the three  month  period  ended
September 30, 1996,  the Company  concluded that it was unable to determine that
the future  utilization of the loss  carryforwards was more likely than not and,
therefore,  established  a  valuation  allowance  equal to the amount of the net
deferred asset  previously  recorded.  No tax  provisions  have been recorded in
1997.

         As a  result  of the  foregoing,  the  Company's  net loss for the nine
months  ended  September  30, 1996  decreased to  $2,183,635  from a net loss of
$3,277,965 for the nine months ended September 30, 1996.

Liquidity and Capital Resources

         The  Company's  viability  as a going  concern  is  dependent  upon the
successful  refinancing of its principal  line of credit,  which expired on June
30, 1997 and its meeting its  liquidity  needs  subsequent  to such date,  which
needs  could  exceed  the  amount of  borrowings  available  under the  existing
agreement. Currently, the Company is operating under the Standstill Agreement.

         On June 10, 1997, the Company  entered into a letter of intent with the
CIT  Group/Credit  Finance  ("CIT")  providing for a three year working  capital
line. The letter of intent  provides for a working  capital line of credit of $7
million  secured  by  property,   equipment,   and  other   long-lived   assets;
collateralized borrowings against accounts receivable and inventory. The Company
has also since entered into negotiations with NationsCredit  Commercial Funding,
Inc., and Foothill  Capital  Corporation as potential  alternatives  to CIT. All
three lenders have  substantially  completed  their due  diligence.  The Company
believes it will reach an


                                             -12-

<PAGE>

agreement  with one of the three lending  institutions  and  successfully  close
financing arrangements to replace the MBCI principal line of credit prior to the
expiration of the Standstill Agreement.

         The Company has initiated  proceedings to collect  certain  significant
delinquent accounts receivable from its foreign licensees and distributors.  See
"Part  II.  Item I.  Legal  Proceedings--Other  Litigation."  Additionally,  the
Company  has taken steps to  increase  sales of its Big Smith and other  branded
products during the last six months of 1997, including developing  relationships
with substantial new customers. The Company also is taking initial steps towards
establishing an  international  network for  distribution of Big Smith and other
branded  products  internationally,  through  meetings  currently  scheduled for
September with candidates for distributorships in three countries.  Finally, the
Company  has  developed a new product  line of branded  young mens'  sportswear,
which was  introduced  at an  industry-wide  trade show  during the last week of
August.  The  Company  believes  that this new line could  provide  revenues  to
replace the high  margin  revenue  stream  previously  provided  by  Caterpillar
branded  products and began to receive and ship orders for such products  during
three month period ended September 30, 1997.

         On  April  2,  1997,  the  Company  closed  an  offshore  placement  of
$1,700,000 of its 6%  Convertible  Preferred  Debentures due March 31, 2000 to a
single accredited investor. Beginning 45 days after such closing, the Debentures
will be  convertible  into Common Stock of the Company at a conversion  ratio of
one share for the  lesser of (i) $2.80 or (ii) 70% (or 67.5% if  converted  more
than 100 days from the closing of the  offering) of the Market Price (as defined
in the Debentures) of the Common Stock on the conversion date). The value of the
discount  included in the conversion  ratio of the Debentures as of the issuance
date will be credited to additional  paid in capital and the resulting  discount
on the Debenture  will be charged to 1997  operations as imputed  interest.  The
Company has agreed to redeem  outstanding  Debentures  at 148% of their  initial
principal amount if required to do so by any applicable law, rule, regulation of
any regulatory body, securities exchange or trading market.

         Goodbody International,  Inc. served as introducing agent in connection
with such placement and received in consideration  of its services  $255,000 and
warrants to purchase 100,000 shares of Common Stock of the Company,  exercisable
at $2.00 per share,  subject to  adjustment at any time prior to March 31, 2002,
subject to adjustment based upon the bid price of the Company's common stock for
the five trading days ending on each  anniversary of the date of issuance of the
warrants.

         The Placement was a private transaction not involving a public offering
and was exempt from the registration  provisions of the Act, pursuant to Section
4(2)  thereof,  and  pursuant to  Regulation  S  promulgated  under the Act. The
Company  is a  reporting  issuer,  offering  restrictions  were  implemented  in
connection  with  the  Placement.  The  purchaser  represented  that  it  was an
accredited  non-U.S.  Person  not  acting  for the  account or benefit of a U.S.
person and that it had received adequate information about the Company, and made
other customary representations and covenants under Regulation S.

         The Company has financed its growth primarily with borrowings under its
line of credit and, since the consummation of its initial public offering,  with
the proceeds of such offering.  Cash used in operating  activities totaled $2.96
million and $0.15 million in the nine months ended  September 30, 1997 and 1996,
respectively.  During  the  first  half  of each  year,  the  Company  typically
experiences  negative cash flow from operations due to the build-up of inventory
in preparation  for increased  sales volume in the second half of each year. See
"--Seasonality."

         At  September  30, 1997 and  September  30, 1996,  working  capital was
approximately $400,000 and $1.9 million, respectively.  Working capital may vary
from time to time as a result of seasonal inventory  requirements,  the level of
trade credit available and the level of accounts receivable balances.

         On June 30,  1997,  the  Company's  $5.5  million  line of credit  with
Mercantile  Business  Credit  Inc.  ("MBCI")  expired.  This line of credit  had
borrowing levels based upon a specified percentage of eligible


                                      -13-

<PAGE>

accounts  receivable and inventories.  The amount  outstanding  under the credit
line as of September 30, 1997 and September 30, 1996 was $5.4 million,  and $7.0
million  respectively.  The line of credit bears interest at the MBCI prime rate
plus a  premium  interest  factor  of 0.75  percent.  The  line of  credit  also
permitted  overadvances  for up to 120 days per year,  peaking at $500,000.  The
overadvance  portion  of the line of credit  has an  interest  rate equal to the
prime rate as published  by MBCI plus an interest  premium  factor of 1.75.  The
line of credit was  secured by the  Company's  accounts  receivable,  inventory,
property and equipment and general intangibles.

         The Company entered into a Standstill Agreement with MBCI on August 22,
1997.  The  Standstill  Agreement  provides,  among other things,  for a line of
credit of $5.5 million,  a reduction in  overadvances  on a scheduled basis such
that there will be no overadvances by the expiration of the Standstill Agreement
and an interest rate of 3% over the prime rate. The Standstill Agreement expires
by its terms on December 5, 1997.

Capital Expenditures

         Capital expenditures totaled  approximately $20,000 for the nine months
ended September 30, 1997.

Intangible Assets

         In 1995,  the Company  purchased the Big Smith  trademark for the seven
countries  in Europe in which the  Company  did not  previously  have  trademark
rights for an aggregate purchase price of $500,000 payable over four years.

Seasonality

         The Company's sales are generally  higher in the last six months of the
year as  compared  to the first six months of the year both in terms of revenues
generated and, to a lesser extent,  total garments sold. This seasonality is due
to an increase in sales of winter weight garments,  which sell at higher prices,
combined with  continued  sales of regular  weight  garments.  This  seasonality
impacts the cash flow of the Company significantly since the Company's inventory
levels  typically  tend  to  increase  during  the  first  half  of the  year in
preparation for anticipated  higher sales levels in the second half of the year.
The Company believes that sales of Big Smith Sportswear branded products will be
less seasonal than sales of its traditional product lines and that as such sales
increase as a proportion of the  Company's  total sales the  seasonality  of the
Company's business will decline. See - "Liquidity and Capital Resources."


                                      -14-

<PAGE>

                                     PART II

                               OTHER INFORMATION

Item 1. Legal Proceedings.

Caterpillar Litigation

         On June 25,  1996,  Big  Smith  Global  Ltd.  ("BSG"),  a wholly  owned
subsidiary  of the Company  holding the rights to the Company's  agreement  with
Caterpillar  licensing  the use by the  Company of the  Caterpillar  and related
trademarks,  received a purported notice of termination of the Agreement, citing
purported  violations of the Agreement.  On July 11, 1996, the Company  received
from the High Court of Justice, Chancery Division, London, England,  preliminary
injunctive  relief under  section 21 of the Trade Mark Act of 1994 of the United
Kingdom  barring  Caterpillar  from  threatening  the  Company's   International
distributors with trademark infringement based on the purported termination.

         On July 9, 1996,  the Company  was served with a summons and  complaint
naming it, BSG and S. Peter Lebowitz, the Company's CEO, defendants in a suit by
Caterpillar  in the  U.S.  District  Court  for the  Central  District  Court of
Illinois  (the  "District   Court").   In  its  Complaint,   Caterpillar  sought
declaratory judgment that its purported termination of the Agreement was proper.
Based  upon such  purported  termination,  Caterpillar  also  alleges  trademark
infringement, unfair competition, false advertising, and breach of contract, and
seeks injunctive relief and unspecified damages.

         On July 18, 1996,  Caterpillar  filed an  emergency  motion for summary
judgment   seeking  a  determination   that  the  Agreement  had  been  properly
terminated. The defendants have filed responsive defenses of failure to assert a
claim,  waiver,  amendment,  promissory  estoppel,  equitable estoppel,  laches,
failure  to  provide an  opportunity  to cure,  unclean  hands and  misuse,  and
counterclaims  for breach of contract,  tortious  interference  with contractual
relations,   interference  with  prospective  business  relations,   conspiracy,
commercial  disparagement and breach of franchise  agreement.  S. Peter Lebowitz
also filed an additional  motion to dismiss for failure to state a claim against
him in his individual capacity.

         On July  29,  1996,  the  Company  filed  a  motion  for a  preliminary
injunction  against  Caterpillar's  purported  termination of the Agreement.  On
August 19, 1996,  the District  Court entered an order (the "August 19th Order")
denying  the  Company's  motion  for  a  preliminary   injunction  and  granting
Caterpillar's  motion for summary  judgment on the grounds  that the Company had
breached  the   Agreement  by  failing  to  obtain   certain   agreements   from
manufacturers  producing  Caterpillar  branded apparel as was required under the
Agreement,  and that the Agreement permitted Caterpillar to terminate based upon
such breach regardless of whether or not it was material. On September 24, 1996,
the District Court denied the Defendant's request for reconsideration.

         On August  26,  1996,  Caterpillar  filed  responses  to the  Company's
counterclaims.  On August  28,  1996,  the  District  Court  granted in part Mr.
Lebowitz's  motion and dismissed him from the breach of contract and declaratory
judgment counts of the complaint.

         On September 3, 1996, the Company moved for  reconsideration  or in the
alternative, certification to the United States Court of Appeals for the Seventh
Circuit of the August  19th Order  granting  Caterpillar  summary  judgment.  On
September  24, 1996,  the District  Court  certified  for appeal the question of
whether  Illinois  common law has a "good cause"  requirement  for terminating a
franchise agreement that meets


                                      -15-

<PAGE>

the  definition  of a  franchise  under  Illinois  law,  but does not  involve a
franchise  located in the State of  Illinois  and stayed  further  action in the
pending  litigation until the Court of Appeals rules on the certified  question.
On October 4, 1996,  the  Defendants  filed a Petition for  Permission to Appeal
with the  Seventh  Circuit  Court of Appeals  (the "Court of  Appeals"),  and on
October 15, 1996,  Caterpillar filed a response to such petition. On December 6,
1996, the Court of Appeals denied the Petition for Permission to Appeal.

         At a  discovery  scheduling  conference  held on April  17,  1997,  the
District Court set the  Caterpillar  litigation for discovery to be completed by
November 1997 and scheduled trial for December 1997.

         There can be no assurance that the outcome of this  litigation  will be
favorable to the Company,  that the Company's  defenses to the claims against it
will vindicated or that any of its  counterclaims  will be found to be valid. If
the  outcome of the  litigation  is not  favorable,  such  outcome  could have a
material adverse effect on the financial condition of the Company.

Other Litigation

         The  Company is  involved  in  litigation  with a number of its foreign
distributors  in  connection  with their  refusal to pay  royalties  the Company
believes  to be due in  respect  of sales by such  distributors  of  Caterpillar
branded  products  prior  to  the  Company's  ceasing  to  sell  such  products.
Additionally, certain distributors have made claims against the Company relating
to the effects of the purported  termination of the Caterpillar license on their
arrangements with the Company. A summary of these actions follows.

         On December 11, 1996,  BSG filed suit in the UK High Court  against The
Big  Yellow  Corporation  Limited  ("Big  Yellow")  seeking  to  collect  unpaid
royalties of  approximately  500,000 British pounds together with interest.  The
Company  believes that following  filing of the suit additional  royalties in an
amount of  approximately  180,000 British pounds have become due and owing.  Big
Yellow  has  filed  a  counterclaim   against  BSG  and  the  Company   alleging
quantifiable   damages  of  approximately   18.15  million  British  pounds  and
unqualifiable damages for breach of contract,  interest and indemnity in respect
of potential claims by Caterpillar.  On April 3, 1997, BSG amended its Statement
of Claim to include  allegations  of damages for breach of contract  against Big
Yellow. The Company is currently negotiating a settlement with Big Yellow.

         On January 6, 1997,  All American filed suit against BSG in the UK High
Court seeking damages for breach of contract and  interference  with contractual
relations  and interest.  All American has not yet  specified  its damages.  All
American has withdrawn this suit.

         On March 20, 1997,  the Company and BSG filed suit against All American
in the  Commercial  Court of Paris,  France  seeking  recovery of  approximately
$133,000 of accounts  receivable  it believes are due and owing.  Since the suit
was  commenced,  All  American  has  paid  substantially  all of the  amount  in
controversy.

         On  March  21,  1997  the  Company   filed  suit   against  KPR  Sports
International,  Inc.  ("KPR") in United  States  District  Court for the Eastern
District of  Pennsylvania,  in  connection  with KPR's breach of contract in its
failure to pay the full agreed  upon price  relating  to its  purchase  from the
Company of certain Caterpillar branded inventory.  In November 1997, the Company
and  KPR  entered  into  a  settlement   agreement  providing  for  six  monthly
installment payments of $100,000 each beginning November 1, 1997.

         The  Company  has  engaged in  discussions  with  Selected  Brands Shoe
Company in  seeking  recovery  of at least  $73,000 of  accounts  receivable  it
believes are due and owing and with Fashion  Fever CC seeking  recovery of an as
yet undetermined amount of royalties it believes are due and owing. These


                                      -16-

<PAGE>

discussions  are  preliminary to filing  collections  actions if the amounts due
from these parties are not settled in such discussions.

Item 2.        Changes in Securities.
               None.

Item 3.        Defaults Upon Senior Securities.
               None.

Item 4.        Submission of Matters to a Vote of Security-Holders.
               None.

Item 5.        Other Information.
               None.

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

        (a)
                                  EXHIBIT TABLE

Exhibit
No.                              Description

3(a)        Form of Restated Certificate of Incorporation.
(b)         By-laws.
4(a)        Form of Common Stock Purchase Warrant.
(b)         Form of Warrant Agreement.
10(c)       Loan and Security Agreement, dated June 25, 1992, between the 
            Company and Mercantile Business Credit Inc.
                    Amendment No. 1, dated June 14, 1993
                    Amendment No. 2, dated December 23, 1993
                    Amendment No. 3, dated April 4, 1994
                    Amendment No. 4, dated October 14, 1994
                    Amendment No. 5, dated November 4, 1994
                    Amendment No. 6, dated December 15, 1994
                    Amendment No. 7, dated June 30, 1995
                    Modification of Loan Agreement, dated July 1, 1995
                    Standstill Agreement, dated August 22, 1997
10(z)       Employment Agreement, dated January 1, 1996, between the Company and
            S. Peter Lebowitz.
(z)         Offshore Securities Subscription Agreement, dated April 2, 1997, 
            between the Company and Willora Company Limited.
(aa)        Form of Big Smith Brands,  Inc., 6% Convertible  Debenture due March
            31, 2000, dated April 2, 1992.
(ab)        Warrant to Purchase Common Stock, dated as of April 2, 1997.
27          Financial Data Schedule


        (b) No  reports on Form 8-K have been  filed for the  quarter  for which
report is being filed.


                                             -17-

<PAGE>

                                            SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            BIG SMITH BRANDS, INC.
                                                          Registrant


Date:  November 19, 1997

                                               /s/ Terry L. Dober
                                               ------------------
                                               Terry L. Dober
                                               Vice President of Finance and
                                               Authorized Registrant Signer
                                               (Principal Accounting
                                               and Financial Officer)


                                      -18-

<PAGE>

                                  EXHIBIT INDEX

  Exhibit
    No.                     Description
---------                   -----------
3(a)       Form of Restated Certificate of Incorporation.*
(b)        By-laws.*
4(a)       Form of Common Stock Purchase Warrant.*
(b)        Form of Warrant Agreement.*
10(c)      Loan and Security Agreement, dated June 25, 1992, between the Company
           and Mercantile Business Credit Inc.*
                   Amendment No. 1, dated June 14, 1993*
                   Amendment No. 2, dated December 23, 1993*
                   Amendment No. 3, dated April 4, 1994*
                   Amendment No. 4, dated October 14, 1994*
                   Amendment No. 5, dated November 4, 1994*
                   Amendment No. 6, dated December 15, 1994*
                   Amendment No. 7, dated June 30, 1995**
                   Modification of Loan Agreement, dated July 1, 1995**
                   Standstill Agreement, dated August 22, 1997*****
10(z)      Employment Agreement, dated January 1, 1996, between the Company and
           S. Peter Lebowitz***
(z)        Offshore  Securities  Subscription  Agreement,  dated  April 2, 1997,
           between the Company and Willora Company Limited.****
(aa)       Form of Big Smith Brands, Inc., 6% Convertible Debenture due 
           March 31, 2000, dated April 2, 1992.****
(ab)       Warrant to Purchase Common Stock, dated as of April 2, 1997.****

27         Financial Data Schedule

--------------------------
*      Previously  filed with,  and  incorporated  herein by  reference  to, the
       Registrant's  Registration  Statement  on Form  SB-2 (No.  33-85302),  as
       amended, declared effective on February 8, 1995 ("Form SB-2").

**     Previously  filed with,  and  incorporated  herein by  reference  to, the
       Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter ended
       June 30, 1995, filed on August 17, 1995.

***    Previously  filed with,  and  incorporated  herein by  reference  to, the
       Registrant's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
       December 31, 1995, filed on April 4, 1996.

****   Previously  filed with,  and  incorporated  herein by  reference  to, the
       Registrant's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
       December 31, 1996, filed on April 15, 1997.

*****  Filed Herewith.