UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                450 Fifth Street
                             Washington, D.C. 20549

                                   Form 10-QSB
                                   -----------

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         For Quarter Ended June 30, 1997
                                           -------------

                           Commission File No. 0-3858
                                               ------

                        INTERNATIONAL LEISURE HOSTS, LTD.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



           Wyoming                                        86-0224163
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


1702 E. Highland, Ste. 312
------------------------------
 Phoenix, AZ                                                85016
-------------------------------                ---------------------------------
(Address of principal executive                           (Zip Code)
office)

Issuer's telephone number, including area code (602) 266-0001
                                               --------------

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

                  YES    X                       NO
                      ------                         ------

State the number of shares outstanding of each of the issuer's classes of common
stock as of the close of the latest  practicable date. There were 694,577 shares
of $.01 par value common stock outstanding as of July 31, 1997.
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  Summarized Financial Information

                        INTERNATIONAL LEISURE HOSTS, LTD.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                             June         March
                                                                                           30, 1997      31, 1997
                                                                                         -----------    -----------
<S>                                                                                      <C>            <C>        
ASSETS
CURRENT ASSETS:
  Cash & cash equivalents                                                                $   278,917    $    48,258
  Accounts receivable                                                                         16,586         31,828
  Accounts receivable (affiliate)                                                                             9,800
  Income tax refund receivable                                                               227,404        146,404
  Merchandise inventories                                                                    194,720        118,418
  Prepaid expenses and other                                                                  33,254         17,045
                                                                                         -----------    -----------
       Total current assets                                                                  750,881        371,753
                                                                                         -----------    -----------

PROPERTY AND EQUIPMENT:
  Buildings and improvements on leased land                                                5,700,227      5,700,227
  Equipment                                                                                1,618,469      1,644,002
  Leasehold improvements                                                                     310,000        310,000
  Construction in process                                                                    326,166        213,899
                                                                                         -----------    -----------
       Total property and equipment                                                        7,954,862      7,868,128
  Less accumulated depreciation and amortization                                           2,940,205      2,879,362
                                                                                         -----------    -----------
       Property and equipment - net                                                        5,014,657      4,988,766
                                                                                         -----------    -----------

DEPOSITS                                                                                       2,478          2,478
                                                                                         -----------    -----------

TOTAL                                                                                    $ 5,768,016    $ 5,362,997
                                                                                         ===========    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable:
     Trade                                                                               $   315,533    $   128,027
     Construction                                                                             82,414         29,226
  Accrued liabilities                                                                        114,074         79,347
  Accrued liabilities (affiliate)                                                            163,209        163,209
  Advance deposits                                                                           368,301        159,791
  Current portion of long-term debt                                                          574,250        489,500
                                                                                         -----------    -----------
       Total current liabilities                                                           1,617,781      1,049,100

DEFERRED INCOME TAXES                                                                        196,589        196,589

LONG-TERM DEBT                                                                               420,750        445,500
                                                                                         -----------    -----------
       Total liabilities                                                                   2,235,120      1,691,189
                                                                                         -----------    -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Preferred stock, $5 par value - authorized, 100,000 shares; issued none
   Common stock, $.01 par value - authorized, 2,000,000 shares; issued, 718,373 shares         7,184          7,184
   Additional paid-in capital                                                                656,426        656,426
   Retained earnings                                                                       2,947,198      3,086,110
   Common stock in treasury - at cost, 23,796 shares                                         (77,912)       (77,912)
                                                                                         -----------    -----------
       Total shareholders' equity                                                          3,532,896      3,671,808
                                                                                         -----------    -----------

TOTAL                                                                                    $ 5,768,016    $ 5,362,997
                                                                                         ===========    ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        CONSOLIDATED STATEMENTS OF INCOME

                                                  For the three months ended
                                                           June 30,
                                               ---------------------------------
                                                    1997              1996
                                               ----------------  ---------------
REVENUES:
   Sales of merchandise                               $344,757         $335,343
   Room, cabin and trailer space rentals               347,258          289,164
   Interest                                                 42              189
   Other income                                         66,522           36,727
                                               ----------------  ---------------
       Total revenues                                  758,579          661,423
                                               ----------------  ---------------

COSTS AND EXPENSES:
   Cost of merchandise                                 221,936          202,200
   Operating                                           612,739          416,313
   General & administrative                             36,989          111,622
   Depreciation and amortization                        84,741           63,857
   Interest expense                                     22,086            1,021
                                               ----------------  ---------------
       Total costs and expenses                        978,491          795,013
                                               ----------------  ---------------

LOSS BEFORE INCOME TAXES                              (219,912)        (133,590)

INCOME TAX BENEFIT                                     (81,000)         (48,300)
                                               ----------------  ---------------

NET LOSS                                             ($138,912)        ($85,290)
                                               ================  ===============

NET LOSS PER COMMON SHARE                         ($       .20)      ($     .12)
                                               ================  ===============

See notes to consolidated financial statements.
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED JUNE 30, 1997


<TABLE>
<CAPTION>
                                                               
                                     Common Stock              Additional
                             ------------------------------      Paid-in           Retained          Treasury
                                Shares          Amount           Capital           Earnings            Stock

<S>                          <C>              <C>             <C>               <C>               <C>      
BALANCE, MARCH 31, 1997           718,373           $7,184          $656,426        $3,086,110           ($77,912)

Net loss                                                                              (138,912)

                             -------------   --------------  ----------------   ---------------   ----------------

BALANCE, JUNE 30, 1997           718,373           $7,184          $656,426        $2,947,198           ($77,912)
                             =============   ==============  ================   ===============   ================
</TABLE>

See notes to consolidated financial statements.
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              Three months ended June 30,
                                                                          -----------------------------------
                                                                               1997               1996
                                                                          ----------------  -----------------
<S>                                                                           <C>                 <C>      
OPERATING ACTIVITIES:
   Net Loss                                                                     ($138,912)          ($85,290)
   Adjustments to reconcile net income (loss) to cash
    provided by operating activities:
     Depreciation and amortization                                                 84,741             63,857
     Gain on disposal of property and equipment                                    (8,059)
   Changes in assets and liabilities:
     Accounts receivable                                                           15,242             (1,043)
     Accounts receivable (affiliate)                                                9,800
     Merchandise inventories                                                      (76,302)           (86,891)
     Prepaid income taxes                                                         (81,000)           (48,300)
     Prepaid expenses and other                                                   (16,209)              (415)
     Accounts payable                                                             187,506            144,905
     Accrued liabilities                                                           34,727             28,414
     Advance deposits                                                             208,510            129,512
                                                                          ----------------  -----------------
          Net cash provided by operating activities                               220,044            144,749
                                                                          ----------------  -----------------

INVESTING ACTIVITIES:
     Purchases of property and equipment                                         (131,109)          (112,817)
     Proceeds from disposal of property and equipment                              28,536
     Cash and accounts payable segregated for construction
     of replacement property                                                       53,188
                                                                          ----------------  -----------------
          Net cash used in investing activites                                    (49,385)          (112,817)
                                                                          ----------------  -----------------

FINANCING ACTIVITIES:
     Borrowings from bank line of credit, net                                      60,000             75,000
                                                                          ----------------  -----------------

NET INCREASE IN CASH AND
 CASH EQUIVALENTS                                                                 230,659            106,932

CASH AND CASH EQUIVALENTS,
 BEGINNING OF YEAR                                                                 48,258             49,645
                                                                          ----------------  -----------------

CASH AND CASH EQUIVALENTS,
 END OF YEAR                                                                     $278,917           $156,577
                                                                          ================  =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION  - Cash paid for interest                                             $22,086             $1,021
                                                                          ================  =================
</TABLE>

See notes to consolidated financial statements.
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        ---------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            For the Three Month Periods Ending June 30, 1997 and 1996

The accompanying  unaudited condensed and consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information  and  with  the  instructions  to  Form  10-QSB.
Accordingly,  they do not include all of the  information  and notes required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of management,  all  adjustments  and  reclassifications  considered
necessary for a fair and comparable presentation have been included and are of a
normal recurring  nature.  Operating results for the three months ended June 30,
1997 are not necessarily  indicative of the results that may be expected for the
year ending March 31, 1998. The enclosed financial  statements should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Company's  Annual Report on Form 10-KSB for the year ended March
31, 1997.

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The Company  operates in one business  segment,  the  ownership and operation of
Flagg Ranch, a full-service resort motel and trailer park located in the John D.
Rockefeller Jr. Memorial Parkway,  approximately four miles north of Grand Teton
National  Park and two  miles  south of the  southern  entrance  to  Yellowstone
National Park.

Principles of Consolidation - The consolidated  financial statements include the
accounts of  International  Leisure Hosts,  Ltd.,  and Lewis & Clark Lodge,  its
wholly-owned  subsidiary   (collectively,   the  "Company").   All  intercompany
transactions and accounts have been eliminated in consolidation.

Merchandise  inventories  are stated at the lower of aggregate  cost  (first-in,
first-out basis) or market.

Property and  equipment  are stated at cost.  Depreciation  is computed over the
estimated  useful  lives,  which range from 5 years to 40 years for such assets.
Leasehold  improvements  are amortized using the  straight-line  method over the
lesser of the  estimated  useful  life of the  related  asset or the term of the
lease.

Income taxes have been accounted for in accordance with SFAS No. 109, Accounting
for Income  Taxes.  Deferred  income taxes have been  provided for the temporary
differences  between  financial  statement  and income tax  reporting on certain
transactions.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted accounting principles necessarily requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Net loss per common  share is computed by  dividing  net income by the  weighted
average  number of common shares  outstanding.  The weighted  average  number of
common  shares  outstanding  was 694,577 for the quarter ended June 30, 1997 and
694,677 shares for the quarter ended June 30, 1996.
<PAGE>
Statements of Cash Flows - For purposes of the  consolidated  statements of cash
flows,  cash and cash equivalents  represent cash in banks,  money market funds,
and certificates of deposit with initial maturities of three months or less.

Estimated  Fair Value of Financial  Instruments  - The Company has estimated the
fair value of its financial  instruments  using available market data.  However,
considerable  judgment  is  required  in  interpreting  market  data to  develop
estimates  of  fair  value.   The  use  of  different   market   assumptions  or
methodologies  may have a material  effect on the estimates of fair values.  The
carrying values of cash, receivables, lines of credit, accounts payable, accrued
expenses,  and  long-term  debt  approximate  fair values due to the  short-term
maturities or market rates of interest.

Reclassifications  -  Certain  reclassifications  have  been  made  to the  1996
financial statements to conform to the 1997 presentation.

2.  COMMITMENTS AND CONTINGENCIES

The Company receives its operating  authorization from the National Park Service
("NPS").  The NPS Contract (the "Contract") which became effective on January 1,
1990, will expire on December 31, 2009.  Under the terms of the Contract,  prior
to December  31,  1999,  the Company is  required to move its  existing  54-unit
riverside motel from its current location to the high ground above the river, to
provide for new employee  housing and make certain  other  improvements.  If the
Company  chooses to meet these  requirements  by moving the riverside  motel and
converting it into employee  housing plus building  additional  employee housing
and a new  employee  dining  facility,  then the cost is estimated to be between
$2,400,000 and $2,800,000  depending on the number of employee housing units and
the extent of additional improvements required by the NPS. If the Company builds
new lodging units to replace the 54-unit riverside motel, the additional cost to
build these units will be between  $1,000,000 and $1,200,000.  This would result
in a  total  cost  of  relocation  and  new  construction  combined  of  between
$3,400,000 and $4,000,000.

The fee  expense  to the NPS under the  Contract  is  calculated  at 2% of gross
receipts  (as  defined),  subject to review and possible  adjustment  every five
years.  For the  quarters  ended June 30,  1997 and 1996,  this fee  amounted to
$14,130 and $11,753, respectively.

Flagg Ranch faces competition from hotels,  camping areas and trailer facilities
in Yellowstone and Grand Teton National Parks, as well as from a large number of
hotels and motels in Wyoming,  Montana and Idaho, offering some facilities which
are similar to those offered by Flagg Ranch. In addition,  the business of Flagg
Ranch is susceptible to weather conditions and unfavorable trends in the economy
as a whole.  Business  could be  significantly  affected  depending upon actions
which might be taken by the NPS if cutbacks are made to their budget. If the NPS
decides to close  Yellowstone  National Park for the winter  months,  then Flagg
Ranch would have to discontinue its winter operations. NPS budget cutbacks could
also  negatively  impact  the  length of the  summer  season  and the  number of
visitors to the Parks and have a  corresponding  negative  impact on Flagg Ranch
revenues.

On May 20, 1997,  the Fund for Animals,  Biodiversity  Legal  Foundation et. al.
filed a lawsuit  against  the NPS  challenging  the action of the NPS  regarding
winter use of Yellowstone  and Grand Teton National  Parks.  The plaintiffs have
asked the Federal Court to stop winter  activities,  primarily  snowmobiling and
related  snow  grooming,  until  environmental  impacts are  documented.  If the
Federal  Court were to suspend or 
<PAGE>
terminate winter activities in Yellowstone National Park, then Flagg Ranch would
have to suspend or discontinue its winter operations.

3.  TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED
     PARTIES

Included in operating expenses and general and  administrative  expenses for the
quarters ended June 30, 1997 and 1996, are  management  fees and  administrative
expenses of approximately $71,000, and $91,000, respectively, paid to affiliated
companies.  All affiliated  companies referred to in these financial  statements
are owned by family members of Elizabeth A. Nicoli,  who are the majority owners
of the Company.

The Company  leases  snowmobiles  under  short-term  leases  from an  affiliated
company.  As of June 30, 1997 the Company owed the affiliated  company  $163,209
relating to this lease from the prior year. As of July 31, 1997,  this liability
has been paid in full.

4.  LONG-TERM DEBT

Long-term debt as of June 30, 1997 consists of the following:
<TABLE>
<S>                                                                                           <C>     
         Bank credit facility which provides maximum  borrowings of $500,000,  draw
         period  extended from  September  30, 1996 to September 30, 1997,  monthly
         interest  payments  at prime  plus .5% (9% at June  30,  1997),  principal
         payments  begin  October  30,  1997  in  60  equal  monthly  installments,
         maturity date of September 30, 2002,  collateralized  by all accounts,  an
         assignment  of the  Contract  and all  improvements  made to  Flagg  Ranch
         property.                                                                                 $495,000

         Additional  bank credit  facility  which  provides  maximum  borrowings of
         $500,000,  due September 30, 1997, monthly interest payments at prime plus
         .5%  (9.0%  at  June  30,  1997),   collateralized  by  all  accounts,  an
         assignment  of the  Contract  and all  improvements  made to  Flagg  Ranch
         property.                                                                                  500,000
                                                                                              --------------

                Total                                                                               995,000
                Less current portion                                                                574,250
                                                                                              --------------

                Long-term debt - net                                                               $420,750
                                                                                              ==============

         Annual maturities of long-term debt as of June 30 are as follows:

                1998                                                                               $574,250
                1999                                                                                 99,000
                2000                                                                                 99,000
                2001                                                                                 99,000
                2002                                                                                 99,000
                Thereafter                                                                           24,750
                                                                                               =============
                Total                                                                              $995,000
                                                                                               =============
</TABLE>
<PAGE>
ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

The statements contained in this Report regarding  management's  anticipation of
the Company's facility completion schedules, quality of facilities,  fulfillment
of National Park Service  requirements,  consumer response to marketing efforts,
ability   to  offset   inflation   and   adequacy   of   financing,   constitute
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation  Reform  Act  of  1995.  Management's   anticipation  is  based  upon
assumptions  regarding  levels  of  competition,  acceptance  of  facilities  by
consumers,   favorable   weather   conditions,   ability  to  complete  facility
construction,  the market in which the Company  operates,  the  stability of the
economy and stability of the regulatory  environment.  Any of these  assumptions
could  prove  inaccurate,  and  therefore  there  can be no  assurance  that the
forward-looking information will prove to be accurate.

The Company's  net loss for the first quarter ended June 30, 1997,  was $139,000
($.20 per share).  This  compares to a net loss of $86,000  ($.12 per share) for
the quarter ended June 30, 1996. The $53,000 decline in income was due primarily
to increased costs  associated with operating the new facilities at Flagg Ranch.
Changes to the Company's  revenues and expenses for the quarters  ended June 30,
1997 and June 30, 1996 are summarized  below.  All references to years represent
quarters ending June 30 of stated year.

Flagg Ranch,  the principal  business of the Company,  is operated as a seasonal
resort.  The two  seasons  coincide  with  the  opening  and  closing  dates  of
Yellowstone  and  Grand  Teton  National  Parks.  The  summer  season  runs from
approximately  May 15 through  October 15 and the winter  season  runs from late
December  through  mid-March.  Therefore,  the first  quarter  consists  of only
forty-five days of operations.

Revenues
--------

Total revenues for 1997 increased by $97,000 or 15% from 1996. Of this increase,
$73,000 was from motel and cabin rentals,  $19,000 from food  services,  $15,000
from  float  trip  revenue,  $8,000  from  horse  rental  revenue  and $7,000 in
miscellaneous  income.  Decreases of $15,000 in RV park rentals,  $8,000 in Gift
shop sales,  and $2,000 in grocery store sales offset the above  increases.  The
primary  reason for the increase in motel and cabin rentals is the additional 42
new cabin units which opened in December 1996. This  represents  approximately a
40% increase in available  rental units over last year.  The primary  reason for
the  decline in RV park  rentals  was a decline  in the  number of  recreational
vehicle and tent sites available for rent to the public.  On a temporary  basis,
approximately twenty-five recreational vehicle sites and one tent site are being
utilized by construction  workers and employees  during the  construction of new
facilities at Flagg Ranch.

Expenses
--------

The ratio of cost of merchandise sold to sales of merchandise was 64% in 1997 as
compared to 60% in 1996. Operating expenses increased by $196,000 or 47% in 1997
as compared to 1996. The ratio of operating  expenses to total revenue increased
to 80% in 1997 from 63% in 1996. The primary increase in operating  expenses was
a $90,000 increase in labor costs. This was partially  attributable to the early
adoption of the increase in the minimum wage which will take effect on September
1, 1997. In addition,  the labor costs  increased  due to the 42 additional  new
lodging units. Other increases in operating expenses included $36,000 related to
river  float  trips and  horseback  riding  operations,  $17,000 in repairs  and
maintenance,  $12,000 in supplies,  $8,000 in  utilities,  
<PAGE>
$6,000 in insurance, $5,000 in advertising, $4,000 in property taxes and $18,000
in other  miscellaneous  expenses.  The  revenues  from  river  float  trips and
horseback  riding  operations were up 72% in the first quarter  resulting in the
related  increases  in  operating  expenses.  The other  increases  in operating
expenses  related  primarily to the increased  costs  associated with the new 42
cabin  units  combined  with  costs  associated  with flood  control  due to the
unusually high levels of the Snake River this past spring.

Inflation
---------

The Company expects that it will be able to offset increased costs and expenses,
principally  labor,  caused by inflation,  by increasing  prices on its services
with minimal effect on operations.

Liquidity and Capital Resources
-------------------------------

During the fiscal  year  ended  March 31,  1997 the  Company  incurred  costs of
approximately  $976,000 to  substantially  complete  construction  of the 42 new
cabins.  When  completed,  the total  cost of the cabins  will be  approximately
$1,320,000.  In addition,  the Company incurred costs of approximately  $214,000
relating to  construction of new laundry and  maintenance  facilities,  employee
housing, and other improvements  required under the NPS contract during the past
fiscal year.  During the quarter ended June 30, 1997, the Company incurred costs
of $112,000 related to the above  construction.  As result,  the working capital
decreased  to a negative  $867,000 at June 30, 1997 from a negative  $118,000 at
June 30, 1996.  The Company  plans to incur  additional  costs of  approximately
$103,000 in the second quarter related to the above construction projects.

The company plans to incur additional costs of between $3,400,000 and $4,000,000
prior to December 31, 1999 to construct new laundry and maintenance  facilities,
new employee  housing  units,  new motel units  replacing  the existing  54-unit
riverside motel complex and other improvements required under the NPS Contract.

The Company intends to fund these  improvements  through existing cash funds and
cash generated from operations,  plus additional  borrowings from lenders.  Cash
generated from operations was $430,000,  $139,000,  and $766,000 in fiscal years
1997,  1996 and 1995,  respectively.  Cash  generated  from  operations  for the
quarter ended June 30, 1997 was $220,000.  The Company has two credit facilities
with a bank.  The first  credit  facility  provides  for maximum  borrowings  of
$500,000 with a draw period to September 30, 1997.  Principal  payments begin on
October 30, 1997 in 60 equal  monthly  installments,  maturing on September  30,
2002.  As of June 30,  1997 the  Company  had  borrowed  $495,000 on this credit
facility. The second credit facility provides for maximum borrowings of $500,000
and matures on September 30, 1997. As of June 30, 1997, the Company had borrowed
$500,000 on this credit facility.
<PAGE>
                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1.           Legal Proceedings
                  -----------------

                           None

ITEM 2.           Changes in Securities
                  ---------------------

                           None.

ITEM 3.           Defaults upon Senior Securities
                  -------------------------------

                           None.

ITEM 4.           Submission of Matters to a Vote of Securities Holders
                  -----------------------------------------------------

                           None

ITEM 5.           Other Materially Important events
                  ---------------------------------

                           Mark  Sauder  resigned  as Chief  Financial  Officer,
                           Secretary and Treasurer  effective August 5, 1997 and
                           was  replaced  by Daniel  J. Ryan as Chief  Financial
                           Officer  and  by  F.  Ray  Evarts  as  Secretary  and
                           Treasurer.

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

                           None.
<PAGE>
In accordance with the  requirements of the Exchange Act, the registrant  caused
this report to be signed by the undersigned, thereunto duly authorized.


                        INTERNATIONAL LEISURE HOSTS, LTD.
                        ---------------------------------
                                  (REGISTRANT)




DATE: August 14, 1997                  BY:  /s/ Elizabeth A. Nicoli
     -------------------------            --------------------------------
                                            Elizabeth A. Nicoli
                                            Chairman of the Board and President


DATE: August 14, 1997                  BY:  /s/ F. Ray Evarts             
     -------------------------            --------------------------------
                                            F. Ray Evarts
                                            Secretary/Treasurer


DATE: August 14, 1997                  By:  /s/ Daniel J. Ryan
     -------------------------            --------------------------------
                                            Daniel J. Ryan
                                            Chief Financial Officer