<PAGE>   1
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ________________________________

                                  FORM 10-K/A

(Mark One)
[x]      Annual Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the fiscal year ended:  December 31, 1996

                                       OR

[ ]      Transition Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 
         For the transition period from ____________ to ____________

                         Commission File Number 1-11797

                           __________________________


                              INFOSEEK CORPORATION
             (Exact name of registrant as specified in its charter)

                 California                             77-0353450
       -------------------------------             ----------------------
       (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)             Identification Number)

            1399 Moffett Park Drive                         94089
          Sunnyvale, California 94089                     ----------
   ----------------------------------------               (zip code)
   (address of principal executive offices)

       Registrant's telephone number, including area code: (408) 543-6000

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  None

  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  Common Stock,
                                $0.01 par value
                                (Title of Class)

                         ______________________________

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X    No      .
                                               -----     -----
 
================================================================================
<PAGE>   2
                                   PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)      1.      FINANCIAL STATEMENTS

         Previously provided.         

         2.      EXHIBITS

<TABLE>
<CAPTION>
             Exhibit No.                                     Description
             -----------                                     -----------
             <S>                 <C>
              1.1*               Underwriting Agreement filed with the Company's Initial Public
                                 Offering.

              3.1*               Amended and Restated Articles of Incorporation of the Registrant.

              3.2*               Bylaws of the Registrant, as amended.

              4.1*               Reference is made to Exhibits 3.1 and 3.2.

              4.3*               Third Amended and Restated Investors' Rights Agreement dated April 19,
                                 1996 among the Registrant and the investors and founders named therein.

              4.4*               Warrant Agreement between the Registrant and Venture Lending and
                                 Leasing, Inc. dated as of October 7, 1995.

             10.1*               Infoseek Corporation Stock  Option Plan, as amended on March 20, 1996,
                                 subject to qualification by the State of California.

             10.2*               Infoseek Corporation 1996 Stock Option/Stock Issuance Plan.

             10.3*               Infoseek Corporation Employee Stock Purchase Plan.

             10.4*               Form of Offer Letter among the Registrant and its officers.

             10.5*               Form of Indemnification Agreement entered into between the Registrant
                                 and its directors and officers.

             10.6*               Series A Preferred Stock Purchase Agreement dated February 25, 1994
                                 among the Registrant and the investors named therein, as amended
                                 March 3, 1994.

             10.7*               Series A Preferred Stock Supplemental Purchase Agreement dated July 22,
                                 1994 between the Registrant and the Applied Computing Systems Institute
                                 of Massachusetts, Inc.

             10.8*               Series B Preferred Stock Purchase Agreement dated June 30, 1994 among
                                 the Registrant and the investors named therein, as amended July 7,
                                 1994.

             10.9*               Series C Preferred Stock Purchase Agreement dated May 4, 1995 among the
                                 Registrant and the investors named therein, as amended June 30, 1995.
</TABLE>





                                      -1-
<PAGE>   3
<TABLE>
<CAPTION>
               Exhibit No.                                     Description
               -----------                                     -----------
               <S>                 <C>
               10.10*              Third Amended and Restated Agreement regarding co-sale dated April 19,
                                   1996 among the Registrant and the investors and founders named therein.

               10.11*              Third Amended and Restated Co-Sale Agreement dated April 19, 1996 among
                                   the founder and the investors named therein.

               10.12*              Amended and Restated Put  Option Agreement dated May 4, 1995 among  the
                                   Registrant and the investors named therein.

               10.13*              Founders Agreement dated February 1, 1994 among the Registrant and the
                                   founders named therein, as amended June 30, 1994.

               10.14*+             Series E Preferred Stock Purchase Agreement dated March 29, 1996 among
                                   the Registrant and the investors named therein.

               10.15*              Stock Purchase Agreements dated January 24, 1996 between the Registrant
                                   and Robert E.L. Johnson III.

               10.16*              Employee Stock Purchase Agreement dated January 30, 1996 between the
                                   Registrant and Robert E.L. Johnson. III.

               10.17*              Employee Stock Purchase Agreement dated March 28, 1996 between the
                                   Registrant and Leonard J. LeBlanc.

               10.18*              Employee Stock Purchase Agreement dated March 9, 1996 between the
                                   Registrant and John Nauman.

               10.19*              Employee Stock Purchase Agreement dated March 9, 1996 between the
                                   Registrant and Craig Forman.

               10.20*              Lease Agreements dated December 13, 1993, November 7, 1995, January 8,
                                   1996 and January 10, 1996 between the Registrant and Spieker
                                   Properties, L.P.

               10.21++             Lease extension agreement dated September 11, 1996 and September 17,
                                   1996 between Registrant and Spieker Properties, L.P.

               10.22++             Lease agreement dated September 11, 1996 and September 17, 1996 between
                                   Registrant and Spieker Properties, L.P.

               10.23*              Standard Office Sublease dated May 30, 1995 between the Registrant and
                                   Innovative Information Systems, Inc.

               10.24*              Standard Form of Office Lease dated April 1996 between the Registrant and
                                   Richfield Investment Company.

               10.25*              Software Development and Licensing Master Agreement dated July 8, 1994,
                                   as amended on February 13, 1995 and April 24, 1995 between the
                                   Registrant and Applied Computing Systems Institute of Massachusetts,
                                   Inc.
</TABLE>





                                      -2-
<PAGE>   4
<TABLE>
<CAPTION>
               Exhibit No.                                     Description
               -----------                                     -----------
               <S>                 <C>
               10.26*              Software License Agreement between the Registrant and ADB Inc. dated
                                   December 22, 1995, as amended April 19, 1996.

               10.27*              Internet Services and Products Master Agreement dated May 22, 1995
                                   between the Registrant and BBN Planet Corporation.

               10.28*+             Internet Search Service Access Agreement dated August 23, 1995 between
                                   the Registrant and Microsoft Corporation, as amended on December 18,
                                   1995.

               10.29*+             Internet Search Service Access Agreement between  the Registrant and
                                   NETCOM Online Communication Services, Inc. dated October 13, 1995, as
                                   amended on March 20, 1996.

               10.30*              Net Search Program -- Premier Provider Agreement between the Registrant
                                   and Netscape Communications Corporation dated March 22, 1996, as
                                   amended on that date.

               10.31**#            Premier Provider Services Agreement between Registrant and Netscape
                                   Communications Corporation dated March 17,
                                   1997.

               10.32*+             Software License and Distribution Agreement between the Registrant and
                                   Personal Library Software, Inc. dated June 17, 1994.

               10.33*+             XSoft/Infoseek Software Distribution and License Agreement -- Lexicons,
                                   dated March 31, 1996 between the Registrant and XSoft, a division of
                                   XEROX Corporation.

               10.34*              Customer Support Program Agreement for Infoseek among the Registrant
                                   and SunService Corporation dated January 1, 1996.

               10.35*              Purchase Orders dated March 21, 1996, February 1, 1996, December 1,
                                   1995, October 25, 1995, October 6, 1995 between the Registrant and Sun
                                   Microsystems, Inc.

               10.36*              Form Consulting Services Agreement among the Registrant and its
                                   consultants.

               10.37*+             Letter of Agreement dated April 2, 1996 between the Registrant and HNC
                                   Software Inc.

               10.38*+             Agreement in Principle dated March  21, 1996 between the Registrant and
                                   HNC Software Inc.

               10.39*              Joint Marketing Agreement dated effective April 15, 1996 between the
                                   Registrant and Sun Microsystems Inc.
</TABLE>





                                      -3-
<PAGE>   5
<TABLE>
<CAPTION>
               Exhibit No.                                     Description
               -----------                                     -----------
               <S>                 <C>
               10.40*+             Online Service Agreement dated February 28, 1995 between the Registrant
                                   and Reuters NewMedia, Inc., as amended January 4, 1996 and April 19,
                                   1996.

               10.41**#            Amendment No. 3 to Online Service Agreement between the Registrant and
                                   Reuters NewMedia, Inc., dated October 30, 1996.

               10.42**#            Fourth Amendment to the On-Line  Directory Agreement between the
                                   Registrant and Reuters NewMedia, Inc., dated August 30, 1996.

               10.43#              Office lease dated March 4, 1997 between Registrant and Linnar Realty
                                   Corp. #8.

               10.44*+             Infoseek/NYNEX Agreement between the Registrant and NYNEX Information
                                   Technologies Company, dated March 29, 1996.

               10.45*+             Software License Agreement dated March 29, 1996 between the Registrant
                                   and NYNEX Information Technologies Company.

               10.46**             Amendment No. 1 to Infoseek/NYNEX Agreement between the Registrant and
                                   NYNEX Information Technologies Company, dated May 10, 1996.

               10.47**             Amendment No. 2 to Infoseek/NYNEX Agreement between the Registrant and
                                   NYNEX Information Technologies Company, dated February 19, 1997.

               10.48*+             Agreement between the Registrant and Verity, Inc. dated March 31, 1996.

               10.49*              Cooperation Agreement between the Registrant and Quarterdeck
                                   Corporation dated April 2, 1996.

               10.50*              Infoseek Impressions Agreement -- Ad Exchange between the Registrant
                                   and FreeLoader, Inc. dated March 8, 1996.

               10.51**#            Amendment No. 1 to XSoft/Infoseek Software Distribution and License
                                   Agreement, between the Registrant and XSoft, a division of XEROX
                                   Corporation, dated December 16, 1996.

               10.52**             Amendment  No. 2 to XSoft/Infoseek Software Distribution and License
                                   Agreement,between the Registrant and XSoft,  a division of XEROX
                                   Corporation, dated December 16, 1996.
</TABLE>





                                      -4-
<PAGE>   6
<TABLE>
<CAPTION>
               Exhibit No.                                     Description
               -----------                                     -----------
               <S>                 <C>
               10.53*+             Memorandum of Understanding between the Registrant and IDG
                                   Communications Inc. dated April 22, 1996.

               10.54*              Loan Agreements between the Registrant and Venture Lending & Leasing,
                                   Inc. dated October 5, 1995 and February 9, 1996 and related Notes (Note
                                   No. 42-002 dated March 28, 1996; Note No. 42-001 dated February 29,
                                   1996; Note No. 27-002 dated November 30, 1995 and Note No. 27-001 dated
                                   October 11, 1995) between the Registrant and Venture Lending & Leasing,
                                   Inc.

               10.55*+             License and Software Distribution Agreement between the Registrant and
                                   HNC Software Inc. dated April 25, 1996.

               10.56*+             Amendment No. 3 to Software Development and Licensing Master Agreement
                                   between the Registrant and Applied Computing Systems Institute of
                                   Massachusetts, Inc. dated March 18, 1996.

               10.57*              First Amendment to Series A Preferred Stock Supplemental Purchase
                                   Agreement dated March 18, 1996 between the Registrant and the Applied
                                   Computing Systems Institute of Massachusetts, Inc.

               10.58+#             Software License Agreement dated May 8, 1996 between the Registrant and
                                   HNC Software Inc.

               11.1#               Computation of Earnings/(Loss) Per Share.

               13.1#               Portions of the Annual Report to Stockholders for the fiscal year ended
                                   December 31, 1996 expressly incorporated by reference herein.

               23.1#               Consent of Ernst & Young LLP, Independent Auditors.

               24.1                Power of Attorney (see page 7).

               27.1#               Financial Data Schedule.
</TABLE>





____________________________________________
*    Incorporated by reference to the Company's Registration Statement Form
     S-1, as amended, (File No. 333-04142) declared effective June 11, 1996.
**   Confidential treatment requested for certain portions of this exhibit.
+    Confidential treatment granted by order effective June 10, 1996.
++   Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1996.
#    Previously provided.




                                      -5-
<PAGE>   7
     (B)  REPORTS ON FORM 8-K

          Not Applicable.

     (C)  EXHIBITS

          See Item 14(A)(2) above.





                                      -6-
<PAGE>   8
                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leslie E. Wright, his attorney-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
any amendments to this Report on Form 10-K/A, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and conforming all that
said attorney-in-fact, or his substitute or substitutes, any do or cause to be
done by virtue hereof.

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

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1933, as amended, the Registrant has duly caused report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        INFOSEEK CORPORATION

                                        By:  /s/Harry M. Motro
                                        Harry M. Motro
                                        President and Chief Executive Officer

<TABLE>
<CAPTION>
         SIGNATURE                        CAPACITY IN WHICH SIGNED                        DATE
<S>                                 <C>                                              <C>
/s/Harry M. Motro                   President, Chief Executive Officer, and          January 20, 1998
----------------------------        Director (Principal Executive  Officer) 
Harry M. Motro         

/s/Leslie E. Wright                 Executive Vice President of Finance and          January 20, 1998
----------------------------        Chief Financial Officer  (Principal
Leslie E. Wright                    Financial and Accounting Officer)

/s/Steven T. Kirsch                 Director                                         January 20, 1998
----------------------------                                                                                  
Steven T. Kirsch

/s/L. William Krause                Director                                         January 20, 1998
----------------------------                                                                              
L. William Krause

/s/Matthew J. Stover                Director                                         January 16, 1998
----------------------------                                                                                   
Matthew J. Stover

/s/John E. Zeisler                  Director                                         January 20, 1998
----------------------------                                                                                              
John E. Zeisler 
</TABLE>





                                      -7-
<PAGE>   9
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     Exhibit
     Number                                         Exhibits
     ------                                         --------
     <S>                 <C>
      1.1*               Underwriting Agreement filed with the Company's Initial Public
                         Offering.

      3.1*               Amended and Restated Articles of Incorporation of the Registrant.

      3.2*               Bylaws of the Registrant, as amended.

      4.1*               Reference is made to Exhibits 3.1 and 3.2.

      4.3*               Third Amended and Restated Investors' Rights Agreement dated April 19,
                         1996 among the Registrant and the investors and founders named therein.

      4.4*               Warrant Agreement between the Registrant and Venture Lending and
                         Leasing, Inc. dated as of October 7, 1995.

     10.1*               Infoseek Corporation Stock Option Plan, as amended on March 20, 1996,
                         subject to qualification by the State of California.

     10.2*               Infoseek Corporation 1996 Stock Option/Stock Issuance Plan.

     10.3*               Infoseek Corporation Employee Stock Purchase Plan.

     10.4*               Form of Offer Letter among the Registrant and its officers.

     10.5*               Form of Indemnification Agreement entered into between the Registrant
                         and its directors and officers.

     10.6*               Series A Preferred Stock Purchase Agreement dated February 25, 1994
                         among the Registrant and the investors named therein, as amended
                         March 3, 1994.

     10.7*               Series A Preferred Stock Supplemental Purchase Agreement dated July 22,
                         1994 between the Registrant and the Applied Computing Systems Institute
                         of Massachusetts, Inc.

     10.8*               Series B Preferred Stock Purchase Agreement dated June 30, 1994 among
                         the Registrant and the investors named therein, as amended July 7,
                         1994.

     10.9*               Series C Preferred Stock Purchase Agreement dated May 4, 1995 among the
                         Registrant and the investors named therein, as amended June 30, 1995.

     10.10*              Third Amended and Restated Agreement regarding co-sale dated April 19,
                         1996 among the Registrant and the investors and founders named therein.

     10.11*              Third Amended and Restated Co-Sale Agreement dated April 19, 1996 among
                         the founder and the investors named therein.
</TABLE>





                                      -8-
<PAGE>   10
<TABLE>
<CAPTION>
     Exhibit
     Number                                         Exhibits
     ------                                         --------
     <S>                   <C>
     10.12*              Amended and Restated Put Option Agreement dated May 4, 1995 among the
                         Registrant and the investors named therein.

     10.13*              Founders Agreement dated February 1, 1994 among the Registrant and the
                         founders named therein, as amended June 30, 1994.

     10.14*+             Series E Preferred Stock Purchase Agreement dated March 29, 1996 among
                         the Registrant and the investors named therein.

     10.15*              Stock Purchase Agreements dated January 24, 1996 between the Registrant
                         and Robert E.L. Johnson III.

     10.16*              Employee Stock Purchase Agreement dated January 30, 1996 between the
                         Registrant and Robert E.L. Johnson. III.

     10.17*              Employee Stock Purchase Agreement dated March 28, 1996 between the
                         Registrant and Leonard J. LeBlanc.

     10.18*              Employee Stock Purchase Agreement dated March 9, 1996 between the
                         Registrant and John Nauman.

     10.19*              Employee Stock Purchase Agreement dated March 9, 1996 between the
                         Registrant and Craig Forman.

     10.20*              Lease Agreements dated December 13, 1993, November 7, 1995, January 8,
                         1996 and January 10, 1996 between the Registrant and Spieker
                         Properties, L.P.

     10.21++             Lease extension agreement dated September 11, 1996 and September 17,
                         1996 between Registrant and Spieker Properties, L.P.

     10.22++             Lease agreement dated September 11, 1996 and September 17, 1996 between
                         Registrant and Spieker Properties, L.P.

     10.23*              Standard Office Sublease dated May  30, 1995 between the Registrant and
                         Innovative Information Systems, Inc.

     10.24*              Standard Form of Office Lease dated April 1996 between the Registrant and
                         Richfield Investment Company.

     10.25*              Software Development and Licensing Master Agreement dated July 8, 1994,
                         as amended on February 13, 1995 and April 24, 1995 between the
                         Registrant and Applied Computing Systems  Institute of Massachusetts,
                         Inc.

     10.26*              Software License Agreement between the Registrant and ADB Inc. dated
                         December 22, 1995, as amended April 19, 1996.

     10.27*              Internet Services and Products Master Agreement dated May 22, 1995
                         between the Registrant and BBN Planet Corporation.
</TABLE>





                                      -9-
<PAGE>   11
<TABLE>
<CAPTION>
     Exhibit
     Number                                         Exhibits
     ------                                         --------
     <S>                 <C>
     10.28*+             Internet Search Service Access Agreement dated August 23, 1995 between
                         the Registrant and Microsoft Corporation, as  amended on December 18,
                         1995.

     10.29*+             Internet Search Service Access Agreement between the Registrant and
                         NETCOM Online Communication Services, Inc. dated October 13, 1995, as
                         amended on March 20, 1996.

     10.30*              Net Search Program -- Premier Provider Agreement between the Registrant
                         and Netscape Communications Corporation dated March 22, 1996, as
                         amended on that date.

     10.31**#            Premier Provider Services Agreement between Registrant and Netscape
                         Communications Corporation dated March 17,
                         1997.

     10.32*+             Software License and Distribution Agreement between the Registrant and
                         Personal Library Software, Inc. dated June 17, 1994.

     10.33*+             XSoft/Infoseek Software Distribution and License Agreement -- Lexicons,
                         dated March 31, 1996 between the Registrant and XSoft, a division of
                         XEROX Corporation.

     10.34*              Customer Support Program Agreement for Infoseek among the Registrant
                         and SunService Corporation dated January 1, 1996.

     10.35*              Purchase Orders dated March 21, 1996, February 1, 1996, December 1,
                         1995, October 25, 1995, October 6, 1995 between the Registrant and Sun
                         Microsystems, Inc.

     10.36*              Form Consulting Services Agreement among the Registrant and its
                         consultants.

     10.37*+             Letter of Agreement dated  April 2, 1996 between the Registrant and HNC
                         Software Inc.

     10.38*+             Agreement in Principle dated March  21, 1996 between the Registrant and
                         HNC Software Inc.

     10.39*              Joint Marketing Agreement dated effective April 15, 1996 between the
                         Registrant and Sun Microsystems Inc.

     10.40*+             Online Service Agreement dated February 28, 1995 between the Registrant
                         and Reuters NewMedia, Inc., as amended January 4, 1996 and April 19,
                         1996.

     10.41**#            Amendment No. 3 to Online Service Agreement between the Registrant and
                         Reuters NewMedia, Inc., dated October 30, 1996.
</TABLE>





                                      -10-
<PAGE>   12
<TABLE>
<CAPTION>
     Exhibit
     Number                                         Exhibits
     ------                                         --------
     <S>                 <C>
     10.42**#            Fourth Amendment to the On-Line Directory Agreement between the
                         Registrant and Reuters NewMedia, Inc., dated August 30, 1996.

     10.43#              Office lease dated March 4, 1997 between Registrant and Linnar Realty
                         Corp. #8.

     10.44*+             Infoseek/NYNEX Agreement between the Registrant and NYNEX Information
                         Technologies Company, dated March 29, 1996.

     10.45*+             Software License Agreement dated March 29, 1996 between the Registrant
                         and NYNEX Information Technologies Company.

     10.46**             Amendment No. 1 to Infoseek/NYNEX Agreement between the Registrant and
                         NYNEX Information Technologies Company, dated May 10, 1996.

     10.47**             Amendment No. 2 to Infoseek/NYNEX Agreement between the  Registrant and
                         NYNEX Information Technologies Company, dated February 19, 1997.

     10.48*+             Agreement between the Registrant and Verity, Inc. dated March 31, 1996.

     10.49*              Cooperation Agreement between the Registrant and Quarterdeck
                         Corporation dated April 2, 1996.

     10.50*              Infoseek Impressions Agreement -- Ad Exchange between the Registrant
                         and FreeLoader, Inc. dated March 8, 1996.

     10.51**#            Amendment No. 1 to XSoft/Infoseek Software Distribution and License
                         Agreement, between the Registrant and XSoft, a division of XEROX
                         Corporation, dated December 16, 1996.

     10.52**             Amendment No. 2 to XSoft/Infoseek Software Distribution and License
                         Agreement,between the Registrant and XSoft, a division of XEROX
                         Corporation, dated December 16, 1996.

     10.53*+             Memorandum of Understanding between the Registrant and IDG
                         Communications Inc. dated April 22, 1996.
</TABLE>





                                      -11-
<PAGE>   13
<TABLE>
<CAPTION>
     Exhibit
     Number                                         Exhibits
     ------                                         --------
     <S>                 <C>
     10.54*              Loan Agreements between the Registrant and Venture Lending & Leasing,
                         Inc. dated October 5, 1995 and February 9, 1996 and related Notes (Note
                         No. 42-002 dated March 28, 1996; Note No. 42-001 dated February 29,
                         1996; Note No. 27-002 dated November 30, 1995 and Note No. 27-001 dated
                         October 11, 1995) between the Registrant and Venture Lending & Leasing,
                         Inc.

     10.55*+             License and Software Distribution Agreement between the Registrant and
                         HNC Software Inc. dated April 25, 1996.

     10.56*+             Amendment No. 3 to Software Development and Licensing Master Agreement
                         between the Registrant and Applied Computing Systems Institute of
                         Massachusetts, Inc. dated March 18, 1996.

     10.57*              First Amendment to Series A Preferred Stock Supplemental Purchase
                         Agreement dated March 18, 1996 between the Registrant and the Applied
                         Computing Systems Institute of Massachusetts, Inc.

     10.58+#             Software License Agreement dated May 8, 1996 between the Registrant and
                         HNC Software Inc.

     11.1#               Computation of Earnings/(Loss) Per Share.

     13.1#               Portions of the Annual Report to Stockholders  for the fiscal year ended
                         December 31, 1996 expressly incorporated by reference herein.

     23.1#               Consent of Ernst & Young LLP, Independent Auditors.

     24.1                Power of Attorney (see page 7).

     27.1#               Financial Data Schedule.
</TABLE>





____________________________________________
*    Incorporated by reference to the Company's Registration Statement Form
     S-1, as amended, (File No. 333-04142) declared effective June 11, 1996.
**   Confidential treatment requested for certain portions of this exhibit.
+    Confidential treatment granted by order effective June 10, 1996.
++   Incorporated by reference to the Company's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 1996.
#    Previously provided.




                                      -12-