<PAGE>   1
                                                                    PAGE 1 OF 18

                                            INDEX TO EXHIBITS - PAGE  14  OF  18

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                      
                                   ------
                                  FORM 10-Q
(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended   FEBRUARY 28, 1998
                                     ---------------------

                                      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   0-14057
                                              -----------




                               [ MET-COIL LOGO]


                         MET-COIL SYSTEMS CORPORATION
--------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)


      DELAWARE                                                       42-1027215
-----------------------------------------------          -----------------------
(State or Other Jurisdiction of Incorporation)             (I.R.S. Employer No.)

5486 SIXTH STREET SW,  CEDAR RAPIDS,  IA                           52404
-----------------------------------------------          -----------------------
(Address of Principal Executive Offices)                              (Zip Code)


Registrant's telephone number, including area code:  (319) 363-6566

                                NOT APPLICABLE
--------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last 
Report)


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
                                                                      ---    ---

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: As of March  31, 1998,
there were 3,197,227 shares of common stock, par value .01 per share.



<PAGE>   2
                                                                    Page 2 of 18

                         MET-COIL SYSTEMS CORPORATION

                                    INDEX

<TABLE>
<CAPTION>
PART I.   FINANCIAL INFORMATION
                                                                            PAGE
 ITEM 1.  FINANCIAL STATEMENTS                                              ----

<S>                                                                         <C>
     Consolidated Condensed Balance Sheets, February 28, 1998
     (Unaudited) and May 31, 1997............................................ 3

     Unaudited Consolidated Condensed Statements of Operations,
     Three Months and Nine Months Ended February 28, 1998 and 1997........... 4

     Unaudited Consolidated Condensed Statements of Cash Flows,
     Nine Months Ended February 28, 1998 and 1997............................ 5

     Notes to Consolidated Condensed Financial Statements (Unaudited)........ 6

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS................................10

PART II.  OTHER INFORMATION

 ITEM 1.  LEGAL PROCEEDINGS..................................................12

 ITEM 2.  CHANGES IN SECURITIES..............................................12

 ITEM 3.  DEFAULTS UPON SENIOR SECURITIES....................................12

 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................12

 ITEM 5.  OTHER INFORMATION..................................................12

 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...................................12

 INDEX TO EXHIBITS...........................................................14

     Exhibit 11  -  Computation of Basic and Diluted
                          Earnings Per Share.................................15

     Exhibit 27  -  Financial Statement Schedule.............................16

     Exhibit 99  -  Press Release Dated April 7, 1998........................17
</TABLE>


<PAGE>   3
                                                                    Page 3 of 18

PART 1. FINANCIAL INFORMATION        
ITEM 1. FINANCIAL STATEMENTS         
                                     
MET-COIL SYSTEMS CORPORATION         
CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
(In thousands, except shares)                                                February  28,       May 31,     
                                                                                  1998             1997      
                                                                              (Unaudited)         (Note)     
----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                 <C>
Current assets                                                                                               
  Cash                                                                      $         170       $    594     
  Trade receivables, net                                                            6,711          4,926     
  Notes and other receivables                                                           0            800     
  Inventories                                                                       8,298          8,793     
  Prepaid expenses and other                                                        1,223            905     
----------------------------------------------------------------------------------------------------------
  Total current assets                                                             16,402         16,018     
                                                                                                             
Property and equipment, net                                                         3,090          4,093     
Investments and other assets                                                          757            998     
Intangibles, net                                                                    2,093          2,416  
----------------------------------------------------------------------------------------------------------   
TOTAL ASSETS                                                                $      22,342       $ 23,525     
==========================================================================================================

                                                                                                             
Current liabilities                                                                                          
  Revolving line of credit                                                  $       2,892       $  2,371     
  Current maturities of long-term debt                                              2,495          4,620     
  Accounts payable and accrued liabilities                                          5,139          4,225     
  Customer deposits                                                                 2,453          2,831     
----------------------------------------------------------------------------------------------------------
  Total current liabilities                                                        12,979         14,047     
                                                                                                             
Long-term debt                                                                      5,251          6,617     
Other                                                                                 594            423     
                                                                                                             
Preferred stock, convertible and redeemable at $13 per share                        4,348          4,036     
                                                                                                             
Stockholders' equity (deficit):                                                                              
Common stock, $.01 par value, authorized 10,000,000 shares;                            32             31     
   1998 issued 3,197,227; 1997 issued 3,171,824                                                              
Additional paid-in capital                                                         16,312         16,248     
Accumulated deficit                                                               (16,869)       (17,725)    
Foreign currency translation adjustment                                               (51)           (50)    
Common stock in treasury, at cost                                                    (254)          (102) 
----------------------------------------------------------------------------------------------------------   
Stockholders' equity (deficit)                                                       (830)        (1,598) 
----------------------------------------------------------------------------------------------------------   
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                        $      22,342       $ 23,525  
==========================================================================================================   
</TABLE>


Note: Condensed from audited financial statements

See Notes to Consolidated Condensed Financial Statements


<PAGE>   4
                                                                    Page 4 of 18

MET-COIL SYSTEMS CORPORATION                             
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share data)


<TABLE>
<CAPTION>
                                                             Three Months Ended               Nine Months Ended          
                                                               February  28,                    February 28,        
                                                                  1998       1997                1998       1997       
                                                                                                                       
-------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>             <C>
Net revenues                                             $      11,032   $  8,712        $     33,931   $ 26,403       
                                                                                                                       
Cost of goods sold                                               8,684      6,986              26,318     20,792       
Operating expenses                                               1,463      1,552               4,772      4,134       
-------------------------------------------------------------------------------------------------------------------

Operating income                                                   885        174               2,841      1,477       
                                                                                                                       
Interest expense, net                                              362        430               1,204      1,327       
Other (income) expense, net                                         86        986                 361        663       
-------------------------------------------------------------------------------------------------------------------

Income before income taxes                                         437     (1,242)              1,276       (513)      
Income taxes                                                         0          0                   0          0       
-------------------------------------------------------------------------------------------------------------------

Net income (loss)                                        $         437   $ (1,242)       $      1,276   $   (513)      
                                                                                                                       
Preferred stock dividends and accretion                            160        117                 480        351       
-------------------------------------------------------------------------------------------------------------------

Net income (loss) applicable to                                                                                        
common stock                                             $         277   $ (1,359)       $        796   $   (864)      
===================================================================================================================
                                                                                                                       
Weighted average shares outstanding:                                                                                   
    Basic EPS                                                    3,117      3,139               3,123      3,128       
    Diluted EPS                                                  3,194      3,139               3,192      3,128       
                                                                                                                       
                                                                                                                       
Earnings (loss) per shares outstanding:                                                                                
    Basic EPS                                                    $0.09     ($0.43)              $0.25     ($0.28)      
    Diluted EPS                                                  $0.09     ($0.43)              $0.25     ($0.28)      
</TABLE>


See Notes to Consolidated Condensed Financial Statements
















<PAGE>   5
                                                                   Page 5 of 18

MET-COIL SYSTEMS CORPORATION                             
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)


<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                       February  28,
                                                                                      1998       1997

----------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES   
Net income (loss)                                                                    $1,276     $ (513)
Adjustments to reconcile net income to net cash flows from operating activities:
  Depreciation                                                                          698      1,098     
  Amortization of intangibles and deferred finance charges                              323        324     
  Accretion of discount on debt                                                         303        327     
  Write-down of property held for sale                                                   80          0     
  Undistributed loss of affiliate                                                       226        120     
  Write-off of foreign currency translation adjustment                                    0        384     
  Write-off of intangible                                                                 0        246     
----------------------------------------------------------------------------------------------------------
                                                                                      2,906      1,986     
  Changes in assets and liabilities:                                                                       
      Trade receivables                                                              (1,785)      (195)     
      Notes and other receivables                                                        50        247     
      Inventories                                                                       495       (793)    
      Investments, prepaid expenses and other assets                                   (303)       708     
      Accounts payable, accrued liabilities and other liabilities                     1,084       (539)    
      Customer deposits                                                                (378)       919    
---------------------------------------------------------------------------------------------------------- 
  Net cash flows from operating activities                                            2,069      2,333    
---------------------------------------------------------------------------------------------------------- 
                                                                                                           
CASH FLOWS FROM INVESTING ACTIVITIES                                                                       
  Proceeds from note receivable-related party                                           750          0     
  Proceeds from sale of assets                                                          920          0     
  Purchase of property and equipment                                                   (695)      (604)   
---------------------------------------------------------------------------------------------------------- 
  Net cash flows from investing activities                                              975       (604)   
---------------------------------------------------------------------------------------------------------- 
                                                                                                           
CASH FLOWS FROM FINANCING ACTIVITIES                                                                       
  Net borrowings under revolving credit agreements                                      521       (200)    
  Repayments of long-term debt                                                       (4,294)    (2,026)    
  Borrowings on long-term debt                                                          500          0     
  Dividends on preferred stock                                                         (108)      (108)    
  Repurchase of treasury stock                                                         (152)         0     
  Issuance of common stock                                                               65        102     
  Loan restructuring costs                                                                0       (353)   
---------------------------------------------------------------------------------------------------------- 
  Net cash flows from financing activities                                           (3,468)    (2,585)   
---------------------------------------------------------------------------------------------------------- 
                                                                                                           
CASH                                                                                                       
  Increase (decrease)                                                                  (424)      (856)    
  Beginning balance                                                                     594        890   
----------------------------------------------------------------------------------------------------------  
                                                                                                           
  Ending balance                                                                     $  170     $   34    
========================================================================================================== 
</TABLE>

See Notes to Consolidated Condensed Financial Statements

<PAGE>   6
                                                                   Page 6 of 18


                         MET-COIL SYSTEMS CORPORATION

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 (UNAUDITED)


NOTE 1. PRESENTATION OF FINANCIAL INFORMATION

        The unaudited consolidated condensed financial statements have been
        prepared by the Company in accordance with the instructions for
        Securities and Exchange Commission's Form 10-Q and do not include all
        of the information and footnotes required by generally accepted
        accounting principles for audited financial statements.  The unaudited
        consolidated condensed financial statements include the accounts of the
        Company and its subsidiaries.  All material intercompany items and
        transactions have been eliminated in the consolidation.  In the
        preparation of the unaudited amounts, all adjustments (consisting
        solely of normal recurring adjustments) have been made which are, in
        the opinion of management, necessary for a fair statement of the
        results for the interim periods.  The results for the interim periods
        are not necessarily indicative of the results of operations that may be
        expected for the year.  It is suggested that the unaudited consolidated
        condensed financial statements contained herein be read in conjunction
        with the consolidated statements and notes included in the Company's
        Annual Report on Form 10-K for the year ended May 31, 1997.

        Risks and Uncertainties:
             The preparation of the Company's financial statements in
        conformity with generally accepted accounting principles 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.

             Material estimates that are particularly susceptible to
        significant change in the near-term relate to the determination of the
        allowance for uncollectible accounts receivable, recoverability of
        long-term assets, environmental and product liability accruals and
        income tax accruals including valuation allowances for deferred income
        tax assets.

             The Company has two collective bargaining agreements covering
        production employees at its main operating units which have three-year
        terms.  In December 1997 the Company negotiated with the unions to
        enter into new collective bargaining agreements with terms similar to
        the previous agreements.




<PAGE>   7
                                                                   Page 7 of 18

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                            (UNAUDITED), CONTINUED

        Reclassifications:
               Certain amounts for the prior year have been reclassified to
        conform with the current year presentation.


NOTE 2. INVENTORIES

        The composition of the inventories, using the FIFO method, which
        approximates replacement cost, is as follows (in thousands):

<TABLE>
<CAPTION>
                                            February 28,   May 31,
                                                1998        1997
                                            ------------   -------
                <S>                         <C>            <C>     
                Raw materials & parts ..       $ 6,749     $ 6,779 
                Work in process ........         2,217       2,425 
                Finished goods .........            35         292 
                                            ----------     ------- 
                                                 9,001     $ 9,496 
                Reduction to LIFO basis ..         703         703 
                                            ----------     -------
                                               $ 8,298     $ 8,793
                                            ==========     =======
</TABLE>

NOTE 3. INVESTMENT IN AFFILIATE

        The Company is accounting for its investment in Met-Coil Ltd. (50%
        owned) by the equity method of accounting.  Selected financial
        information of the investment in affiliate is as follows (in
        thousands):


<TABLE>
<CAPTION>
                                            Three Months Ended  Nine Months Ended
                                               February 28,        February 28,
                                             1998       1997     1998      1997
                                           ------------------   -----------------
<S>                                        <C>        <C>       <C>      <C>
Net revenues                               $  523     $  266    $3,175   $ 4,594
Gross profit                                  131        147       899     1,369
Operating income (loss)                      (218)       (81)     (446)     (305)
Net income (loss)                            (176)        (0)     (452)     (240)
                                           ======     ======    ======   =======
Income (loss) from equity investments,
  included in net revenues                 $  (88)    $   (0)   $ (226)  $  (120)
                                           ======     ======    ======   =======
</TABLE>



<PAGE>   8
                                                                    Page 8 of 18

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                            (UNAUDITED), CONTINUED


NOTE 4.   DEBT

          Revolving Line of Credit:

             At February 28, 1998 the Company has a revolving credit agreement
          with two insurance companies under which it may borrow up to
          $3,500,000.   Borrowings are limited pursuant to a borrowing base
          formula (certain percentages of eligible trade receivables and
          inventories), bear interest at 11.5% and require payment of certain
          fees.  Under this line, which expires April 30, 1999, outstanding
          borrowings as of February 28, 1998 were $2,892,000.

          Long-Term Debt:
             At February 28, 1998 the Company had $4.1 million of senior notes
          with two insurance companies, including additional funding of
          $500,000 which the Company's lenders advanced in December 1997, to be
          used for capital improvements.  The senior notes mature in December
          2000. Interest is at 11.5% payable monthly.  The notes are due in
          monthly payments of $141,250 in total plus interest.

          For additional information concerning the Company's loan agreements   
          and accompanying terms and restrictions see Note 5 to Financial
          Statements in the Company's Annual Report on Form 10-K for the year
          ended May 31, 1997 herein incorporated by reference thereto.

NOTE 5.   SUPPLEMENTAL CASH FLOW DATA
                                                               

<TABLE>
<CAPTION>
                                                    Nine Months Ended
                                                       February 28,   
                                                   1998           1997
                                                 --------       --------
<S>                                              <C>            <C>          
Cash paid for interest                           $    799       $    896
                                                 ========       ========

Preferred stock accretion included
with preferred stock dividends                   $    312       $    189
                                                 ========       ========
</TABLE>

NOTE 6.   EARNINGS PER SHARE

          The Financial Accounting Standards Board (FASB) has issued Statement 
          No. 128, "Earnings per Share", which supersedes APB Opinion No. 15.   
          Statement No. 128 requires the presentation of earnings per share by
          all entities that have only common stock or potential common stock,
          such as options, warrants and convertible securities, outstanding
          that trade in a public market.  Those entities that have only common
          stock outstanding are required to present basic per-share amounts. 
          All other entities are required to present basic and diluted per
          share amounts.  Diluted per-share amounts assume the conversion,
          exercise or issuance of all potential common stock instruments unless
          the effect is to reduce a loss or increase the income per common
          share from continuing operations.  All entities required to present
          per-share amounts must initially apply Statement No. 128 for annual
          and interim periods ending after December 15, 1997.



<PAGE>   9
                                                                   Page 9 of 18

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                            (UNAUDITED), CONTINUED

NOTE 6. EARNINGS PER SHARE (CONTINUED)

        Because the Company has potential common stock outstanding, 
        (convertible preferred stock and stock options, as discussed in the
        notes included in the Company's Annual Report on Form 10-K for the year
        ended May 31, 1997) the Company is required to present basic and
        diluted earnings per share (EPS).  The Company initially applied
        Statement No. 128 for the quarter and nine months ended February 28,
        1998 and, as required by the Statement, has restated all per share
        information for the prior year to conform to the Statement.

NOTE 7. PENDING ACCOUNTING CHANGES

        In June 1997, the FASB issued Statement No. 130 "Reporting 
        Comprehensive Income" and Statement No. 131 "Disclosures About Segments
        of an Enterprise and Related Information".  Statement No. 130
        establishes standards for reporting comprehensive income in financial
        statements.  Statement No. 131 expands certain reporting and disclosure
        requirements for segments from current standards.  The Statements are
        effective for fiscal years beginning after December 15, 1997 and the
        Company does not expect the adoption of these new standards to result
        in material changes to previously reported amounts or disclosures.

NOTE 8. YEAR 2000

        The Company has conducted a preliminary review of its computer systems  
        to identify the systems that could be affected by the "Year 2000"
        issue.  The "Year 2000" issue is the result of computer programs being
        written using two digits (rather than four) to define the application
        year.  Programs that have time-sensitive software may not recognize
        dates properly and could result in system failure or miscalculations.

        The Company is managing the modification of its information systems to  
        ensure that they are appropriately modified and tested prior to January
        1, 2000.  The Company presently believes that, with modifications to
        existing software which has been internally developed and conversion to
        new software to replace externally purchased applications, the "Year
        2000" issue will not pose significant operational problems for the
        Company's computer systems as so modified and converted.  Conversion of
        other externally purchased automated systems, such as office equipment
        and plant equipment is being evaluated as well.

        Management expects the costs to modify and convert the Company's
        information systems to "Year 2000" compliance will not have a material
        impact on the Company's consolidated financial statements.




<PAGE>   10
                                                                   Page 10 of 18

                         MET-COIL SYSTEMS CORPORATION

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

              THIRD QUARTER AND NINE MONTH RESULTS OF OPERATIONS

Revenues for the quarter ended February 28, 1998 increased to $11 million from
$8.7 million last year, which represents an increase of 27%.  Net income for
the third fiscal quarter of 1998 was $437,000 or $.09 income per common share
compared to net loss of $1,242,000 or $.43 loss per share one year ago, which
included write-offs of $1,364,000.

For the nine months ended February 28, 1998, revenues were $33.9 million, which
is an increase of 28% compared to revenues of $26.4 million one year ago.  Net
income for the nine months was $1,276,000 million or $.25 income per share.
One year ago the Company reported a net loss of $513,000 or $.28 loss per share
for the nine months.

Improved revenues are attributable to continued product developments for the
steel service center industry and strong demand for the Company's labor-saving
products in the commercial and residential construction markets.  As a
percentage of revenues, cost of goods sold and operating expenses have been
reduced while the Company's order backlog remained consistent at $14 million as
of February 28, 1998 and 1997.


                       LIQUIDITY AND CAPITAL RESOURCES

Financial Review:
At February 28, 1998, current assets exceeded current liabilities by $3.4
million and the Company had approximately $500,000 available under its
revolving credit agreement.

Cash Flows and Commitments:
In the first nine months of fiscal 1998, the Company has reduced its total
long-term debt by nearly $3.5 million.  Debt service has been generated by cash
flows from operations, proceeds from land and a building which were sold and
proceeds from a receivable on the sale of a parcel of land in fiscal 1997.
Cash flow from operations through February 28, 1998 was $2.9 million.  In
December 1997 the Company's lenders advanced $500,000 which has been used for
capital improvements, including plant expansion and advanced engineering
Computer-Aided Design (CAD) systems which are expected to improve operating
efficiencies.

In September 1997 and March 1998 all dividends were paid on the Company's
preferred stock.  The Company continues to omit quarterly common stock
dividends due to loan covenants, which prohibit the payment of common stock
dividends.  It is uncertain when, and if, the Company will pay common stock
dividends in the future.

The Company was in compliance with all debt covenants contained in its note
agreements as of February 28, 1998.  Management of the Company believes that
amounts available from operating cash flows; funds available under its
revolving credit agreement and the Company's borrowing capacity will be
sufficient to meet its expected cash needs and capital expenditures for the
fiscal year.


<PAGE>   11
                                                                   Page 11 of 18


The  statements under Management's Discussion and Analysis of Financial         
Condition and Results of Operations and other statements in this Quarterly
Report which are not historical facts are forward-looking statements. These
forward-looking statements involve risks and uncertainties that could render
them materially different, including, but not limited to, the effect of
economic conditions, the impact of competition, availability of capital, supply
constraints or difficulties, the effect of the Company's accounting policies,
the effect of regulatory and legal developments, and other risks.












<PAGE>   12
                                                                   Page 12 of 18

                         MET-COIL SYSTEMS CORPORATION

                         PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS - See Legal Proceedings as included in the Company's
          Annual Report on Form 10-K for the year ended May 31, 1997.

ITEM 2.   CHANGES IN SECURITIES - None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES   - None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5.   OTHER INFORMATION  - None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    (a) EXHIBITS --  See Index to Exhibits included elsewhere herein.

    (b) FORM 8-K --  No reports on Form 8-K were filed during the third fiscal 
                     quarter.




<PAGE>   13
                                                                  Page 13 of 18

                                  SIGNATURES

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



 Date: April 7, 1998                    Met-Coil Systems Corporation   
                                        Randall J. Stodola             
                                        Vice President, Controller and 
                                        Chief Accounting Officer       
                                                                       
                                                                       
                                                                       
                                            Randall J. Stodola /s/     
                                        ------------------------------ 



<PAGE>   14
                                                                  Page 14 of 18

                         MET-COIL SYSTEMS CORPORATION

                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT NO.                                                                 PAGE
-----------                                                                 ----

<S>                                                                         <C>
3.1        Restated Certificate of Incorporation of the Registrant, as
           amended -- incorporated by reference to Exhibit 3.2 of the
           Registrant's Quarterly Report on Form 10-Q for the quarter
           ended November 30, 1987...........................................

3.2        Amended and Restated Bylaws of the Registrant --
           incorporated by reference to Exhibit 3.4 of the Registrant's
           Quarterly Report on Form 10-Q for the quarter ended
           November 30, 1987.................................................

4          Private Placement Offering of convertible preferred stock dated
           December 24, 1993 -- incorporated by reference to
           Form 8-K filed May 27, 1994.......................................

           Private Placement Offering of convertible preferred stock dated
           November 28, 1994 -- incorporated by reference to
           Form 8-K filed March 10, 1995.....................................

10         Material contracts -- incorporated by reference to
           Form 10-K filed August 29, 1997...................................

11         Computation of Basic and Diluted
           Earnings Per Share................................................ 15

27         Financial Statement Schedule...................................... 16

99         Press Release dated April 7, 1998................................. 17
</TABLE>