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

                               FORM 10-Q

            QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR QUARTER ENDED SEPTEMBER 30, 1996


                     Commission file number 2-90033


                      ASSUMPTION BANCSHARES, INC.
          (Exact name of registrant specified in its charter)


                               Louisiana
     (State or other jurisdiction of incorporation or organization)


                               72-0121470
                  (I.R.S. Employer Identification No.)


                              P.O. Box 398
                          110 Franklin Street
                        Napoleonville, Louisiana
                (Address of principal executive office)

                                 70390
                               (Zip code)

                             (504) 369-7269
          (Registrant's telephone number, including area code)


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


         Number of shares outstanding as of September 30, 1996:

                         160,000 Common Shares

<PAGE>


                      ASSUMPTION BANCSHARES, INC.

             Condensed Consolidated Statements of Condition
                              (Unaudited)

                September 30, 1996 and December 31, 1995


<TABLE>
<CAPTION>
                                                      September  30,         December 31,
                        Assets                             1996                   1995
                        ______                            _____                  _____
<S>                                                   <C>                    <C>
Cash and due from banks                               $   4,485,582            6,293,399
Federal funds sold                                          450,000            5,950,000
                                                      _______________       ______________
            Cash and cash equivalents                     4,935,582           12,243,399

Interest-bearing time deposits                               99,000               99,000
Securities:
   Held-to-maturity (market value of $13,991,000
     and $14,765,000 at September 30, 1996 and December 31,
     1995, respectively)                                 13,972,935           14,677,589
   Available-for-sale (amortized cost of $20,959,000
     and $22,631,000 at September 30, 1996 and
     DecemberE31, 1995, respectively)                    20,665,572           22,686,923

Loans                                                    62,177,060           57,086,118
   Less allowance for loan losses                         1,232,547            1,195,517
                                                       ______________       ______________
            Net loans                                    60,944,513           55,890,601

Other real estate                                            31,759               20,717
Bank premises and equipment, net                          2,131,565            2,230,281
Accrued interest receivable                                 880,053              814,196
Other assets                                                511,258              444,794
                                                      _______________       _____________
                                                      $ 104,172,237          109,107,500
                                                      ===============       =============
      Liabilities and Stockholders' Equity

Deposits:
   Noninterest-bearing demand                            10,877,209           12,542,093
   NOW accounts                                          15,653,515           20,518,595
   Money market accounts                                  9,522,746           10,699,688
   Savings and IRA accounts                              22,347,979           22,393,243
   Certificates and other time deposits, $100,000
     and over                                             4,253,571            4,416,000
   Other certificates of deposit                         31,058,988           28,778,502
                                                      _______________      ______________
                                                         93,714,008           99,348,121

Accrued interest payable                                    448,115              340,500
Other liabilities and accrued expenses                      308,614              252,980
                                                      _______________      ______________
            Total liabilities                            94,470,737           99,941,601
                                                      _______________      ______________
Stockholders' equity:
   Common stock                                             800,000              800,000
   Paid-in capital                                          450,000              450,000
   Retained earnings                                      8,645,692            7,878,785
   Net unrealized (loss) gain on securities               (194,192)               37,114
                                                       ______________      ______________
            Total stockholders' equity                    9,701,500            9,165,899
                                                       ______________      ______________
                                                      $ 104,172,237          109,107,500
                                                       ==============      ==============
See accompanying notes to condensed consolidated financial statements.
</TABLE>



                      ASSUMPTION BANCSHARES, INC.

              Condensed Consolidated Statements of Income
                              (Unaudited)

     Three months and nine months ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
                                  Three months ended           Nine months ended
                               September 30, September 30, September 30,  September  30,
                                   1996        1995           1996           1995
                                   _____       _____        _______         ______
<S>                            <C>            <C>          <C>        
Interest income:                                                        <C>
   Interest and fees on loans  $ 1,399,684    1,233,249    4,098,441    3,515,364
   Interest on securities:
     Taxable                       346,522      407,395    1,106,277    1,397,997
     Exempt from federal
       income taxes                185,484      185,887      553,289      523,020
   Interest on federal funds
     sold                           47,123       27,257      198,775      145,201
   Interest on deposits with
     banks                           1,497        1,497        4,459        5,012
                              _____________ ____________  ___________ ____________
           Total interest
             income              1,980,310    1,855,285    5,961,241    5,586,594

Interest expense on deposits       808,623      782,418    2,422,978    2,300,844
Interest on federal funds
   purchased                           -          5,445          -          5,445
                              ____________ _____________  ____________ ____________
           Total interest
             expense               808,623      787,863    2,422,978    2,306,289

                              ____________ _______________ ___________ ___________
           Net interest income   1,171,687    1,067,422    3,538,263    3,280,305

Provision for loan losses            9,000       34,000       27,000       52,000
                              _____________ ______________ ____________ ___________
           Net interest income
             after provision
             for loan losses     1,162,687    1,033,422    3,511,263    3,228,305

Other income                       147,309      148,825      451,072      423,622
Other expenses                    (963,703)    (886,399)  (2,704,428)  (2,669,056)
                              _____________  _____________ __________  ____________
           Income before
             income taxes          346,293      295,848    1,257,907      982,871

Income tax expense                 (70,100)     (69,200)    (251,000)    (226,850)
                              _____________ _____________ _____________ ____________
           Net income         $    276,193      226,648    1,006,907      756,021
                              ============= ============= ============= ============
Per share data:

   Net income                 $       1.73         1.42         6.29         4.73
                               ============= ============ ============= ============
   Number of shares used in
     computation                   160,000      160,000      160,000      160,000
                                ============  =========== ============= ============

</TABLE>
See accompanying notes to condensed consolidated financial statements.


                      ASSUMPTION BANCSHARES, INC.

  Condensed Consolidated Statements of Changes in Stockholders' Equity
                              (Unaudited)

             Nine months ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
                                                            Net
                                                         unrealized
                                                            gain         Total
                       Common     Paid-in     Retained   (loss) on    stockholders'
                       stock      capital     earnings   securities      equity
                  _____________ ___________ ___________ ____________  _____________
<S>                  <C>         <C>          <C>        <C>           <C>
Balances at
   December 31,
   1994              $ 800,000    450,000      7,217,554 (551,837)     7,915,717

Net income for nine
   months ended
   September 30, 1995      -          -          756,021       -         756,021

Change in net
   unrealized gain
   (loss) on
   securities              -          -              -     528,629       528,629
                    ____________ ___________ ___________ ___________  ____________
Balances at
   September 30,
   1995              $ 800,000    450,000      7,973,575  (23,208)     9,200,367
                    =========== =========== ============ ===========  ============
Balances at
   December 31, 1995   800,000    450,000      7,878,785    37,114     9,165,899

Net income for nine
   months ended
   September 30, 1996      -          -        1,006,907       -       1,006,907

Dividends declared,
   $1.50 per common
   share                   -          -        (240,000)       -        (240,000)

Change in net
   unrealized gain
   (loss) on
   securities              -          -              -   (231,306)      (231,306)
                    ____________ __________ ____________ ____________ ___________
Balances at
   September 30,
   1996              $ 800,000    450,000      8,645,692 (194,192)     9,701,500
                    ============ ========== ============ ============ ===========

</TABLE>
See accompanying notes to condensed consolidated financial statements.

<PAGE>

                      ASSUMPTION BANCSHARES, INC.

            Condensed Consolidated Statements of Cash Flows
                              (Unaudited)

             Nine months ended September 30, 1996 and 1995

                                                      1996         1995
                                                     _______      ______
Cash flows from operating activities:
   Net income                                      $  1,006,907  756,021
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                     166,050  151,675
       Provision for loan losses                         27,000   52,000
       Net (gain) loss on sale of securities available-
         for-sale                                       (7,496)    6,629
       Gain on sale of other assets acquired in
         settlement of loans                            (6,698)  (16,032)
       Increase in accrued interest receivable         (65,857)   (7,875)
       Increase in accrued interest payable             107,615  212,307
       Increase in other assets and other
         liabilities                                    108,328  118,507
                                                     __________ __________
           Net cash provided by operating
             activities                               1,335,849 1,273,232

Cash flows from investing activities:
   Proceeds from sales of securities available-
     for-sale                                         1,767,052 5,215,291
   Maturities of and principal payments
     on securities held-to-maturity                     702,149 1,751,168
   Purchases of securities available-for-sale       (2,780,211)  (489,531)
   Maturities of and principal payments
     on securities available-for-sale                 2,694,047 1,110,162
   Purchases of securities held-to-maturity                 -  (2,323,160)
   Loans originated, net of principal collections   (5,135,014)(6,642,634)
   Proceeds from sales of other real estate              49,758   185,134
   Capital expenditures                                (67,334)  (357,240)
                                                    ___________ ___________
           Net cash used in investing activities    (2,769,553)(1,550,810)
                                                    ___________ ___________
Cash flows from financing activities:
   Net decrease in demand deposits, NOW accounts,
     money market accounts and savings accounts     (1,664,884)(9,637,412)
   Net (decrease) increase in certificates of deposit
     and other time deposits of $100,000 and over   (3,969,229)   915,187
   Net increase in federal funds purchased                  -   3,200,000
   Dividends paid                                     (240,000)        -
                                                    ___________ ___________

           Net cash used in financing activities    (5,874,113)(5,522,225)
                                                    ___________ ___________
           Net decrease in cash and cash
             equivalents                            (7,307,817)(5,799,803)

Cash and cash equivalents at beginning of period    12,243,399 10,446,119
                                                   ___________ ___________
Cash and cash equivalents at end of period        $  4,935,582  4,646,316
                                                   =========== ===========
Supplemental disclosures:
   Interest paid                                  $  2,315,363  2,088,538
                                                   =========== ===========
   Income taxes paid                              $    250,000    185,000
                                                   =========== ===========
See accompanying notes to condensed consolidated financial statements.



<PAGE>

                      ASSUMPTION BANCSHARES, INC.

          Notes to Condensed Consolidated Financial Statements

             Nine months ended September 30, 1996 and 1995


The accompanying unaudited condensed consolidated financial statements have
been  prepared  in accordance with generally accepted accounting principles
for interim financial  information  and  with the instructions to Form 10-Q
and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and footnotes required by generally  accepted  accounting
principles.  In the  opinion  of management, all adjustments (consisting of
normal recurring accruals) considered  necessary  for  a  fair presentation
have  been  included.   Operating  results for the nine-month period  ended
September 30, 1996, are not necessarily  indicative of the results that may
be  expected  for  the  year  ending  December  31,   1996.    For  further
information,  refer  to  the audited consolidated financial statements  and
notes included in Assumption Bancshares' annual report on Form 10-K for the
year ended December 31, 1995.

Cash and Cash Equivalents

For purposes of the condensed  consolidated  statements of cash flows, cash
and cash equivalents represent cash and due from  banks  and  federal funds
sold.

Securities

The  Bank  classifies its securities in one of three categories:   trading,
available-for-sale, or held-to-maturity.  Trading securities are bought and
held principally for the purpose of selling them in the near future.  Held-
to-maturity  securities  are  those  securities  in  which the Bank has the
ability  and  intent  to  hold  the  security  until maturity.   All  other
securities not included in trading or held-to-maturity  are  classified  as
available-for-sale.

Trading  and  available-for-sale  securities  are  recorded  at fair value.
Held-to-maturity  securities  are recorded at amortized cost, adjusted  for
the amortization or accretion of premiums or discounts.  Unrealized holding
gains  and  losses  on  trading  securities   are   included  in  earnings.
Unrealized holding gains and losses, net of the related  tax effect, on the
available-for-sale securities are excluded from earnings and  are  reported
as  a separate component of stockholders' equity until realized.  Transfers
of securities  between categories are recorded at fair value at the date of
transfer.  Unrealized  holding  gains and losses are recognized in earnings
for transfers into trading securities.   Unrealized holding gains or losses
associated with transfers of securities from held-to-maturity to available-
for sale are recorded as a separate component of stockholders' equity.  The
unrealized holding gains or losses included  in  the  separate component of
equity  for  securities  transferred  from available-for-sale  to  held-to-
maturity are maintained and amortized into earnings over the remaining life
of the security as an adjustment to yield  in  a manner consistent with the
amortization  or  accretion  of  premium  or  discount  on  the  associated
security.

A decline in the market value of any available-for-sale or held-to-maturity
security below cost that is deemed other than temporary results in a charge
to earnings resulting in the establishment of a  new  cost  basis  for  the
security.

Premiums  and  discounts  are  amortized  or  accreted over the life of the
related  held-to-maturity  security as an adjustment  to  yield  using  the
effective interest method.   Interest  income  is  recognized  when earned.
Realized gains

                                                             (Continued)


<PAGE>

                      ASSUMPTION BANCSHARES, INC.

          Notes to Condensed Consolidated Financial Statements


and  losses  for  securities  classified as available-for-sale and held-to-
maturity  are included in earnings  and  are  derived  using  the  specific
identification method for determining the cost of securities sold.

Accounting by Creditors for Impairment of a Loan

During the  first  quarter of 1995, the Bank adopted Statement of Financial
Accounting Standards  No.  114, Accounting by Creditors for Impairment of a
Loan (SFAS No. 114) and Statement  of  Financial  Accounting  Standards No.
118, Accounting by Creditors for Impairment of a Loan - Income  Recognition
and  Disclosures (SFAS No. 118).  The Bank adopted the provisions  of  SFAS
No. 114  and  SFAS  No.  118  to  all of its loans, except for its consumer
installment  loans  which  are  collectively   evaluated   for  impairment.
Pursuant  to  SFAS  No.  114 and SFAS No. 118, a loan is considered  to  be
impaired when it is probable  that  a  creditor  will  be unable to collect
principal  and interest amounts due according to the contractual  terms  of
the loan agreement.   When  a  loan  is  impaired,  the  measurement of its
impairment  can  be  determined in one of three ways, as follows:  (1)  the
present value of the expected  cash  flows  of  the  loan discounted at the
loan's original effective interest rate, (2) the observable market price of
the impaired loan, or (3) the fair value of the collateral of a collateral-
dependent loan.  The amount by which the recorded investment  in  the  loan
exceeds  the  measure  of  the  impaired  loan is recognized by recording a
valuation  allowance  with  a corresponding charge  to  the  provision  for
possible credit losses.  The  effect  of adopting SFAS No. 114 and SFAS No.
118  on  the  Bank's  financial condition and  results  of  operations  was
immaterial.

At September 30, 1996,  impaired  loans,  all  of which were on nonaccrual,
totaled $1,211,000, of which $94,000 required a  total impairment allowance
of  $50,000.   The  average  recorded  investment  in  impaired  loans  was
approximately $761,000 and $876,000 during the nine months and three months
ended  September  30, 1996, respectively.  The Bank has recognized  $47,000
interest income on  these  impaired loans in the first nine months of 1996.
For all impaired loans, the  impairment  amount was measured using the fair
value of the underlying collateral.

Earnings Per Share

Earnings per share have been computed on the  basis of the weighted average
number of shares outstanding.

<PAGE>

                      ASSUMPTION BANCSHARES, INC.

                Management's Discussion and Analysis of
             Financial Condition and Results of Operations


Results of Operations

Net  interest  income  for  the nine months ended September  30,  1996  was
approximately $260,000 higher  than amounts for the nine-month period ended
September 30, 1995.  Loan demand  in  the  Bank's  trade area has increased
significantly since early 1994.  The resulting growth in the loan portfolio
has  helped  the  bank  achieve  a  higher yield on earning  assets.   This
increase in income earned was partially  offset  by  higher  rates  on  and
higher  balances  of interest bearing liabilities.  The Bank's net interest
margins were 4.23% and 4.09% at September 30, 1996 and 1995, respectively.

Other expenses at September  30,  1996 totaled $2,704,000, up slightly from
$2,669,000  for the first nine months  of  1995.   During  1995,  the  Bank
Insurance Fund  (BIF)  administered  by the FDIC became fully funded.  As a
result, the Bank's 1996 FDIC insurance  premiums decreased from $55,000 per
quarter to $500 per quarter.  This decrease in other expenses was offset by
an increase in salaries and employee benefits  of  $40,000, and an increase
of  $80,000  in  legal and consulting fees due principally  to  the  merger
negotiations discussed below.

The provision for  income  taxes  is  based on management's estimate of the
expected effective tax rate for the entire year.

Liquidity and Capital Resources

Fluctuating interest rates and competitive forces in the financial services
industry  have  intensified  the  need  for   management  of  and  matching
maturities  of  various  assets  and liabilities.   This  process  involves
maintaining liquidity and controlling  interest rate sensitivity.  The goal
of  liquidity  management is to ensure funds  are  available  for  customer
needs.  Interest  rate  sensitivity  management attempts to match shifts in
earning asset yields with interest paying liability rates.

Net earnings for the first nine months  of  1996  of  $1,007,000  offset by
unrealized   losses  on  securities  classified  as  available-for-sale  of
$231,000 and dividends  of  $240,000,  resulted in a net increase in equity
for  the  first nine months of 1996 of $536,000.   Except  for  the  merger
negotiations   discussed   below,   management   is   not   aware   of  any
recommendations  by  regulatory  authorities  or  other  matters  which are
reasonably  likely  to  have  a  material  effect  on  the  Bank's  capital
resources, liquidity or operations.

Securities, comprised primarily of obligations of states and municipalities
and  government guaranteed mortgage-backed securities, represented 33%  and
34%  of   total  assets  at  September  30,  1996  and  December 31,  1995,
respectively.   The  securities  portfolio  is  managed  with  the  primary
objective  of  generating  interest income while maintaining an appropriate
level of asset liquidity and  controlling the Bank's net interest rate risk
position.

The market value of the securities  portfolio  at  September  30,  1996 was
99.2%  of  book value, compared to 100.4% at December 31, 1995.  Management
does not anticipate any significant effect on future earnings, liquidity or
capital resources  as  a  result  of  the  amounts  of  unrealized gains or
unrealized losses in the securities portfolio.


                                                                (Continued)

<PAGE>

                      ASSUMPTION BANCSHARES, INC.

                Management's Discussion and Analysis of
             Financial Condition and Results of Operations


Securities Available-for-Sale

As of September 30, 1996, available-for-sale securities includes securities
with  an  aggregate  amortized  cost of $20,960,000 and a market  value  of
$20,666,000.

Falling  bond  prices caused a decrease  in  the  market  values  of  these
securities during  1996.  Management considers the unrealized losses in the
securities portfolio to be temporary in nature.  A net unrealized loss, net
of tax, $194,000, is  included  as  a  separate  component of stockholders'
equity  at  September  30,  1996.   The net unrealized  loss  before  taxes
included gross unrealized gains of $133,000  and gross unrealized losses of
$428,000.  Stockholders' equity reflected net  unrealized  losses,  net  of
tax,  of  $262,000  at the end of last quarter and $23,000 at September 30,
1995.

Asset Quality

Nonperforming assets,  which  include  nonaccrual loans, restructured loans
and foreclosed assets, totaled $1,242,000  at  September 30, 1996, compared
to $559,000 at June 30, 1996, $874,000 at year-end  1995,  and  $839,500 at
September  30,  1995.  The current quarter increase in nonaccrual loans  is
due to several residential and commercial real estate loans which became 90
days delinquent during  the  third  quarter  of  1996.  Management does not
believe that there has been an overall deterioration  of asset quality as a
result of these changes.

As a percentage of total loans plus foreclosed assets, nonperforming assets
were 2.0% at September 30, 1996, compared to 1.0% at June 30, 1996, 1.5% at
year-end 1995, and 1.5% at September 30, 1995.

The  following  table  sets  forth  the past due and nonaccrual  loans  (in
thousands of dollars):

                                                             September 30,
                                                           1996        1995
                                                       _________     ________
   Loans past due 90 days or more                       $   196         153
                                                       =========     ========
   Nonaccrual loans, all of which are impaired:
     Real estate                                          1,211         808
     Individual                                             -            31
                                                       _________      _______
           Total                                        $ 1,211         839
                                                       =========      =======

As discussed above, nonaccrual loans  at  September 30, 1996 have increased
compared to September 30, 1995.  Loans are placed on nonaccrual status when
management's  assessment  of the borrowers' financial  condition  indicates
that collection of interest  is  doubtful.   In  making this determination,
management considers current economic and business  conditions,  the nature
of the collateral, collection efforts and regulatory guidelines.


                                                                (Continued)


<PAGE>
                      ASSUMPTION BANCSHARES, INC.

                Management's Discussion and Analysis of
             Financial Condition and Results of Operations


Management  has  identified  approximately  $221,000  of  potential problem
loans, which are loans for which payments are contractually current but the
borrowers  are presently experiencing financial difficulties  at  September
30, 1996, which are not otherwise identified as past due or nonaccrual.

The provision  for  loan  losses  for  the  first  nine  months of 1996 was
$27,000,  compared  to  $52,000  for the first nine months of  1995.   This
relatively low provision is due to  the  continued low level of charge-offs
experienced  by  the  Bank.   Net  recoveries for  the  nine  months  ended
September 30, 1996 were $10,000.  Additionally,  the  Bank's  allowance for
loan losses as a percentage of gross loans has remained consistent at 1.99%
and  2.09%  at  September  30,  1996  and  December 31, 1995, respectively.
Management evaluates the adequacy of the allowance  for  loan  losses on an
ongoing  basis  and believes, based on its analysis, that the allowance  is
adequate to absorb losses in the portfolio.

Changes in the total  allowance  for  loan losses for the nine months ended
September 30, 1996 and 1995 were as follows:

                                                      Nine months ended
                                                      1996         1995
                                                     ______       ______

    Balance at beginning of period                $ 1,195,517    1,103,823

    Charge-offs                                      (60,822)     (74,608)
    Recoveries                                         70,852       43,288
                                                  ____________ ____________
       Net recoveries (charge-offs)                    10,030     (31,320)

    Provision for loan losses                          27,000       52,000
                                                  ____________ ____________
    Balance at end of period                      $ 1,232,547    1,124,503
                                                  ============ ============
    Ratio of net charge-offs (recoveries)
       during the period to average loans
       outstanding during the period                     (.02)%        .05%
                                                  ============ ============

The allowance for possible loan losses  as a percent of nonperforming loans
was 99%, 231%, 140% and 134% at September 30, 1996, June 30, 1996, December
31, 1995, and September 30, 1995, respectively.   Management has determined
that  the  allowance  for possible loan losses at September  30,  1996,  is
adequate to cover losses inherent in its loan portfolio.

The amount of additional  interest  income on nonaccrual loans, which would
have been recognized for the nine months ended September 30, 1996 and 1995,
had the related loans been performing according to their original terms was
not material.  Interest income recognized  on  the  cash  basis on loans in
nonaccrual status was approximately $47,000 and $17,000 for the nine months
ended September 30, 1996 and 1995, respectively.


                                                                (Continued)






                      ASSUMPTION BANCSHARES, INC.

                Management's Discussion and Analysis of
             Financial Condition and Results of Operations


Merger Negotiations

On August 23, 1996, the Boards of Directors of Assumptions Bancshares, Inc.
and ArgentBank announced that they had commenced negotiations  regarding an
acquisition  of  Assumption Bank & Trust Company, a wholly-owned subsidiary
of Assumption Bancshares,  Inc.,  (Assumption  Bank)  for $21.5 million, or
approximately  $134 per share.  ArgentBank is headquartered  in  Thibodaux,
Louisiana and operates  in  Lafourche,  Terrebonne and Assumption parishes.
The purchase price would be payable in a combination of cash and ArgentBank
common stock and would provide for the merger  of  the Assumption Bank with
ArgentBank.  The transaction is subject to negotiation  and  execution of a
definitive agreement, due diligence by both parties, as well as  regulatory
and shareholder approvals.

<PAGE>
                                PART II


Items 1 through 5 are not applicable.


Item 6.  Exhibits and Reports on Form 8-K.  No Form 8-K was required  to be
filed during the quarter ended September 30, 1996.


                               SIGNATURE


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


                                         /s/  Joseph  H.  Montero
                                         _________________________
                                              Joseph H. Montero,
                                              President and
                                            Chief Executive Officer




                                           Date: November 1, 1996