<PAGE> 1
                             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 December 31, 1997
                                   
                                  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:  0-24170
                                   
                                   
                         SIGMA CIRCUITS, INC.
        (Exact name of registrant as specified in its charter)
                                   
          Delaware                                  77-0107167
(State or other jurisdiction of                   (I.R.S Employer
 incorporation or organization)              Identification Number)

                           393 Mathew Street
                     Santa Clara, California 95050
                            (408) 727-9169
  (Address, including zip code, and telephone number, including area
   code, of registrant's principal executive offices)


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


The  number  of  shares outstanding of the Registrant's common  stock,
$.001 par value, was 4,132,192 at February 4, 1998.
</PAGE>
<PAGE> 2
                         Sigma Circuits, Inc.
                                   
                                 INDEX

Description                                                       Page Number

Cover Page                                                        1

Index                                                             2

Part I:  Financial Information

         Item 1:  Condensed Financial Statements
         
                  Condensed Balance Sheets as of                  
                   December 31, 1997 and June 30, 1997           3
                  Condensed Statements of Operations
                   for the Three and Six Month
                   Periods Ended December 31, 1997 and 1996      4
                  Condensed Statements of Cash Flows
                   for the Six Month Period Ended
                   December 31, 1997 and 1996                    5
                  Notes to Condensed Financial Statements        6
         
         Item 2:  Management's Discussion and
                   Analysis of Financial Condition
                   and Results of Operations                     8
         
         Item 3:  Quantitative and Qualitative
                   Disclosures about Market Risk                 16
     
Part II: Other Information
            
         Item 1:  Legal Proceedings                              17

         Item 4:  Submission of Matters to a Vote of
                   Security Holders                              18
     
         Item 6:  Exhibits and Reports on Form 8-K               18
            
Signatures                                                       19
</PAGE>
<PAGE> 3
                    Part I:  Financial Information
Item 1:  Financial Statements

                           SIGMA CIRCUITS, INC.
                         CONDENSED BALANCE SHEETS
                               (Unaudited)
<TABLE>
                                                     (in thousands)
                                                     December 31,  June 30,
                                                     1997          1997
<S>                                                  <C>           <C>
                                  ASSETS
Current Assets:                                                  
  Cash and Equivalents                               $ 1,227       $ 1,633
  Accounts Receivable (Net of Allowances of                         
   $560 and $630, Respectively)                       12,008        12,432
  Income Taxes Receivable                              1,360         1,476
  Inventories                                          3,429         2,797
  Prepaid Expenses and Other Assets                      673           330
  Deferred Income Taxes                                1,299         1,510
      Total Current Assets                            19,996        20,178
                                                                 
Property and Equipment, Net                           15,172        15,874
                                                                    
Goodwill (Net of Accumulated Amortization of                       
 $3,074 and $2,823, Respectively)                      5,863         6,114
Deposits and Other Assets                                453           481
      Total                                          $41,484       $42,647
                                                                 
                   LIABILITIES AND STOCKHOLDERS' EQUITY            
Current Liabilities:                                               
  Current Portion of Long-Term Debt                  $ 1,960       $ 1,633
  Accounts Payable                                     5,814         4,518
  Accrued Liabilities                                  3,670         3,992
  Income Taxes Payable                                   287            --
      Total Current Liabilities                       11,731        10,143
                                                                 
Long-Term Debt                                        14,365        18,902
                                                                 
Deferred Income Taxes                                    953         1,259
                                                                  
Other Long-Term Liabilities                               79            39
                                                                         
Stockholders' Equity:                                                    
  Preferred Stock, $0.001 Par Value:                                     
    Shares Authorized:  5,000                                            
    Shares Outstanding  None                              --            --
  Common Stock, $0.001 Par Value:                                   
    Shares Authorized:  20,000                                       
    Shares Outstanding:  4,217 and 4,138,                                
     Respectively                                     11,395        11,152
  Deferred Stock Compensation                            (75)         (110)
  Retained Earnings                                    3,036         1,262
      Total Stockholders' Equity                      14,356        12,304
      Total                                          $41,484       $42,647
</TABLE>
                    See notes to condensed financial statements
<PAGE> 4
Item 1:  Financial Statements (continued)

                        SIGMA CIRCUITS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS
                             (Unaudited)
<TABLE>
                                 (in thousands, except share 
                                  and per share data)
                                 Three Months Ended    Six Months Ended
                                 December 31,          December 31,
                                 1997      1996        1997      1996
<S>                              <C>       <C>         <C>       <C>
Net Sales                        $24,666   $19,916     $47,513   $38,718
Cost Of Sales                     19,574    16,380      37,898    32,864
Gross Profit                       5,092     3,536       9,615     5,854
Selling, General and                                                      
 Administrative Expenses           3,001     2,643       5,688     4,609
Amortization of Goodwill             125       126         251       251
Facility Closing Costs                --      (250)       (131)     (250)
Operating Income                   1,966     1,017       3,807     1,244
Interest Expense, Net                412       514         884     1,052
Income Before Income Taxes         1,554       503       2,923       192
Provision For Income Taxes           594       230       1,149       102
Net Income                       $   960   $   273     $ 1,774   $    90
                                                                
Net Income Per Share:                                            
  Basic                          $   .23   $   .07     $   .43   $   .02
  Diluted                        $   .19   $   .06     $   .36   $   .02
                                                                 
Number of Shares:                                                
  Basic                            4,156     4,014       4,148     4,007
  Diluted                          5,172     4,706       5,088     4,494
</TABLE>
                See notes to condensed financial statements.
</PAGE>
<PAGE> 5
Item 1:  Financial Statements (continued)

                          SIGMA CIRCUITS, INC.
                   CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
                                                        (in thousands)
                                                        Six Months Ended
                                                        December 31,
                                                        1997          1996
<S>                                                     <C>           <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:                          
  Net Income                                            $ 1,774       $    90
  Reconciliation to Cash Provided by Operating 
   Activities:
    Depreciation and Amortization of Property and         
     Equipment                                            2,371         2,218
    Amortization of Goodwill                                251           251
    Amortization of Deferred Stock Compensation              35            35
    Amortization of Non-Compete Agreement                    75            75
    (Gain)/Loss on Disposal of Assets                       131          (168)
    Deferred Income Taxes                                   (95)         (285)
    Facility Closing Costs                                 (131)         (250)
    Changes in Assets and Liabilities:                             
      Accounts Receivable                                   424        (1,552)
      Inventories                                          (632)        1,164
      Prepaid Expenses and Other Assets                    (418)         (276)
      Accounts Payable                                     1,296        1,958
      Accrued Liabilities                                   (191)      (1,377)
      Income Taxes Receivable/Payable                        403        1,393
      Other Long-Term Liabilities                             40           --
        Cash Provided by Operating Activities              5,333        3,276
                                                               
CASH FLOWS FROM INVESTING ACTIVITIES:                          
  Purchases of Property and Equipment                     (1,829)      (1,731)
  Proceeds from Sales of  Property and Equipment              29          301
  Deposits and Other Assets                                   28            2
        Cash Used for Investing Activities                (1,772)      (1,428)
                                                               
CASH FLOWS FROM FINANCING ACTIVITIES:                          
  Line of Credit, Net                                     (3,557)         868
  Repayment of Long-Term Borrowings                         (653)      (2,156)
  Common Stock Transactions                                  243          232
  Cash Overdraft                                              --         (297)
        Cash Used for Financing Activities                (3,967)      (1,353)
                                                               
INCREASE (DECREASE) IN CASH AND EQUIVALENTS                 (406)         495
CASH AND EQUIVALENTS:                                          
  Beginning of Period                                      1,633           --
  End of Period                                          $ 1,227      $   495
                                                               
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                           
INFORMATION:
  Cash Paid for Interest                                 $  937       $   835
  Cash Paid / (Received) for Income Taxes                $  842       $(1,006)
</TABLE>
                                                               
              See notes to condensed financial statements.
</PAGE>
<PAGE> 6
Item 1:  Financial Statements (continued)
                                   
                         SIGMA CIRCUITS, INC.
                 NOTES TO CONDENSED FINANCIAL STATEMENTS

  Basis of Presentation

     While  the  quarterly  financial information  contained  in  this
     filing  is unaudited, the financial statements presented  reflect
     all adjustments (consisting only of normal recurring adjustments)
     which the Company considers necessary for a fair presentation  of
     the results of operations for the interim periods covered and  of
     the  financial  condition of the Company  at  the  dates  of  the
     interim balance sheets.  The results for interim periods are  not
     necessarily  indicative of the results of the entire  year.   The
     information included in this report should be read in conjunction
     with the Company's audited financial statements and notes thereto
     included in the Company's fiscal year 1997 Annual Report on  Form
     10-K.

  Per Share Information

     Net  income per share is based on the weighted average number  of
     common  and  common  equivalent  shares  outstanding  during  the
     period.   Common equivalent shares include common  stock  options
     and warrants (using the treasury stock method).
     
     In February 1997, the Financial Accounting Standards Board issued
     Statement  of  Financial Accounting Standards ("SFAS")  No.  128,
     "Earnings  Per  Share".  This  new standard  replaces  prior  EPS
     reporting requirements and requires a dual presentation of  basic
     and diluted EPS.  Basic EPS excludes dilution and is computed  by
     dividing  net  income by the weighted average  amount  of  common
     shares  outstanding  for  the period. Diluted  EPS  reflects  the
     potential  dilution  that  could occur  if  securities  or  other
     contracts to issue common stock were exercised or converted  into
     common  stock.   As with current EPS reporting requirements,  the
     standard requires common equivalent shares to be excluded in loss
     periods  as  they  are anti-dilutive.  The Company  adopted  this
     standard  in the current quarter and restated earnings per  share
     ("EPS") data for prior periods to conform with this standard.
<TABLE>
                                        Three Months Ended   Six Months Ended
                                        December 31,         December 31,
                                        1997      1996       1997     1996
    <S>                                 <C>       <C>        <C>      <C> >
    BASIC EPS:                                                    
                                                                  
      Net Income                        $  960    $  273     $1,774   $   90
                                                                  
      Weighted Average Common Stock                                 
       Outstanding                       4,156     4,014      4,148    4,007
                                                                  
      Number of Shares                   4,156     4,014      4,148    4,007
                                                                  
      Net Income Per Share              $  .23    $  .07     $  .43   $  .02
</TABLE>
</PAGE>
<PAGE> 7
Item 1:  Financial Statements (continued)
<TABLE>
                                         Three Months Ended    Six Months Ended
                                         December 31,          December 31,
                                         1997      1996        1997     1996
   <S>                                   <C>       <C>         <C>      <C>
   DILUTED EPS:                                                 
                                                                        
     Net Income                          $  960    $  272      $1,774   $   90
                                                                  
     Interest Expense, Net, Related                                
      to Convertible Subordinate Note        27        27          54       --
                                                                  
     Net Income As Adjusted              $  987    $  300      $1,828   $   90
                                                                  
     Weighted Average Common Stock                                 
      Outstanding                         4,156     4,014       4,148     4007
                                                                  
     Common Stock Equivalents:                                    
                                                                  
       Dilutive Effect of Stock Options     500       396         435      398
                                                                  
       Dilutive Effect of Underwriter's                             
        Warrant                             116        96         105       89
                                                                  
     Convertible Subordinated Note,                                
      Assumed Conversion                    400       200         400       --
                                                                  
     Number of Shares                     5,172     4,706       5,088    4,494
                                                                  
     Net Income Per Share                $  .19    $  .06      $  .36   $  .02
</TABLE>

  Inventories
<TABLE>
     Inventories consist of (in thousands):
                          December 31,    June 30,
                          1997            1997
        <S>               <C>             <C>
        Raw Materials     $  983          $  877
        Work in Process    1,731           1,416
        Finished Goods       715             504
                                      
          Inventories     $3,429          $2,797
</TABLE>
  Long-Term Debt Obligations

     On  December 8, 1997, the Company's lender amended the  financing
     agreement  to  delete the provision in regards to  the  quarterly
     maximum  amount of $1,000,000 for capital expenditures.  However,
     the financing agreement does provide an annual maximum amount  of
     $4,000,000 for capital expenditures.

  Recently Issued Accounting Standards

     In  June  1997, the Financial Accounting Standards  Board  issued
     SFAS  No.  130  "Reporting Comprehensive Income," which  requires
     that an entity report, by major components and as a single total,
     the  change  in  its  net  assets during  the  period  from  non-
     shareholder sources; and SFAS No. 131 "Disclosures about Segments
     of  an  Enterprise  and Related Information,"  which  establishes
     annual  and interim reporting standards for an entity's  business
     segments  and  related disclosures about its products,  services,
     geographic  areas,  and  major  customers.   Adoption  of   these
     statements  will  not  impact the Company's  financial  position,
     results  of  operations  or  cash  flows.   Both  statements  are
     effective  for  fiscal years beginning after December  15,  1997,
     with earlier application permitted.
</PAGE>
<PAGE>8
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

     This  discussion contains forward-looking statements that involve
     risks  and  uncertainties.  The Company's  actual  results  could
     differ  materially  from those discussed  herein.   Factors  that
     could  cause or contribute to such differences, include, but  are
     not  limited  to,  those  discussed  herein,  as  well  as  those
     discussed  in  the Company's Annual Report on Form 10-K  for  the
     year  ended  June 30, 1997.  Readers are cautioned not  to  place
     undue reliance on these forward-looking statements, which reflect
     management's  analysis only as of the date hereof.   The  Company
     undertakes no obligation to publicly release the results  of  any
     revision to these forward-looking statements which may be made to
     reflect  events  or  circumstances after the date  hereof  or  to
     reflect the occurrence of unanticipated events.
     
  Overview
     
     Beginning in fiscal year 1994, the Company adopted a strategy  to
     service  more  of  the  electronic  interconnect  needs  of   its
     strategic  customers  by  broadening its  product  offerings  and
     increasing   its  capacity.   The  Company  believed   that   its
     reputation  as  a high quality, reliable quick-turn  supplier  of
     PCBs  would  generate demand among its customers  for  additional
     product  offerings.  The Company also believed that the  customer
     relationships established by providing quick-turn services during
     the  prototype stage of the product life cycle would give  it  an
     advantage  in  securing  the  larger  volume  pre-production  and
     production orders of such products.  Assisted by the proceeds  of
     a  private equity financing and its initial public offering,  the
     Company established its Systems Integration and Flexible Circuits
     divisions during the latter part of fiscal year 1994 in order  to
     broaden  its  product  offerings. During fiscal  year  1995,  the
     Company's  gross  margin and operating expenses  were  negatively
     affected  by  the  underutilization and  start-up  costs  of  the
     Systems Integration and Flexible Circuits divisions.
     
     The  Company completed the acquisition of Stockton-based Citation
     Circuits,   Inc.   and  its  related  companies  (the   "Citation
     Acquisition")  during the first quarter of fiscal  year  1996  in
     order  to  obtain the manufacturing capacity required to  service
     its  customers'  higher volume production jobs in  a  lower  cost
     operating  environment.  During the first  half  of  fiscal  year
     1996,  net  sales and gross profit increased significantly  as  a
     result  of  the  additional  capacity obtained  in  the  Citation
     Acquisition  and the products offered by its two  new  divisions.
     During  the  second  half  of fiscal year  1996,  the  electronic
     interconnect  industry  experienced  a  softening  period   which
     adversely impacted the Company.  The Company, along with many  of
     its  competitors,  experienced a decline in the  demand  for  its
     products  and services during calendar year 1996.  As  a  result,
     the  Company announced on May 22, 1996, the closure of its  Costa
     Mesa  PCB  division and the consolidation of certain capital  and
     selected  personnel  into its Santa Clara PCB  and  Stockton  PCB
     divisions.   During  June 1996, the Company recorded  a  one-time
     charge of approximately $3.8 million for facility closing costs.
     
     During  the  first half of fiscal year 1997, the Company  entered
     into  merger  discussions with Continental Circuits Corp.,  which
     were subsequently terminated in December 1996.  Additionally, the
     Company  recorded  charges to operations  of  approximately  $3.4
     million  or $0.54 per share, after tax, attributable to bad  debt
     and  related  expenses pertaining to a lawsuit filed  to  recover
     such  bad debt, excess and obsolete inventory and equipment,  and
     an  unfavorable  sales tax ruling.  Combined with  the  lingering
     effects  of  the  industry slowdown in calendar  year  1996,  the
     Company's  consolidation  efforts  of  its  PCB  operations   and
     aforementioned charges to operations, the Company reported a  net
     loss  of  $1.2  million for fiscal year 1997.  In May  1997,  the
     Company  completed a long-term financing agreement with  the  CIT
     Group/Business  Credit, Inc. which proceeds were  used  to  repay
     substantially  all  of the Company's existing  debt  and  capital
     lease obligations.
</PAGE>
<PAGE> 9
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
     The  Company's  operating results have been and are  expected  to
     continue  to  be affected by a number of factors,  including  the
     timing  and  volume  of  orders from and shipments  to  customers
     relative  to  the  Company's  manufacturing  capacity,  level  of
     product and price competition, product mix, the number of working
     days  in  a  particular  quarter,  economic  conditions  in   the
     electronic  interconnect industry and general  economic  factors.
     The  lead times, volume levels and complexity of customer  orders
     have also affected overall gross margins.
  
  Results of Operations
  
     The  following  table  sets  forth, for  the  periods  indicated,
     certain statement of operations data expressed as a percentage of
     net sales.  The table and the discussion below should be read  in
     conjunction with the condensed financial statements and the notes
     thereto appearing elsewhere in this report.

<TABLE>
                                 Three Months Ended    Six Months Ended
                                 December 31,          December 31,
                                 1997     1996         1997     1996
     <S>                         <C>      <C>          <C>      <C>
     Net Sales                   100.0%   100.0%       100.0%   100.0%
     Cost of Sales                79.3     82.2         79.8     84.9
     Gross Margin                 20.7     17.8         20.2     15.1
     Selling, General and                                         
      Administrative Expenses     12.2     13.3         12.0     11.9
     Amortization of Goodwill      0.5      0.6          0.5      0.6
     Facility Closing Costs        0.0     (1.2)        (0.3)    (0.6)
     Operating Income              8.0      5.1          8.0      3.2
     Interest Expense, Net         1.7      2.6          1.9      2.7
     Income Before Income Taxes    6.3      2.5          6.1      0.5
     Provision for Income Taxes    2.4      1.1          2.4      0.3
     Net Income                    3.9%     1.4%         3.7%     0.2%
</TABLE>
  
   Net Sales
  
     Net sales  for  the second quarter ended December 31,  1997  were
     approximately $24.7 million, an increase of $4.8 million or 23.9%
     over  the  same  quarter of the prior fiscal year.   All  of  the
     Company's divisions contributed to this increase.  Net Sales from
     the  combined  Rigid PCB and Flexible Circuits divisions  to  the
     merchant market increased 21.0%, while net sales from the  value-
     added Systems Integration division increased 35.5% over the  same
     period one year ago.
  
     Net  sales for the six months ended December 31, 1997 were  $47.5
     million,  an  increase of $8.8 million or  22.7%  over  the  same
     period  of  the prior fiscal year.  Net sales from  the  combined
     Rigid  PCB and Flexible Circuits divisions to the merchant market
     increased  21.6%,  while net sales from the  value-added  Systems
     Integration  division increased 26.8% over  the  same  six  month
     period one year ago.

   Gross Profit
  
     Gross profit  for the quarter ended December 31,  1997  was  $5.1
     million,  an  increase of $1.6 million or  44.1%  from  the  same
     quarter  of  the  prior fiscal year on higher  net  sales.  Gross
     margin for the period ended December 31, 1997 increased to  20.7%
     of  net  sales  as compared to 17.8% in the same quarter  of  the
     prior  fiscal  year.  In addition to higher  sales,  the  primary
     reason  for  the gross profit and gross margin improvements  were
     the  significant operational and materials management  efficiency
     gains made by the
</PAGE>
<PAGE> 10
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
   
     Systems  Integration  division management team  during  the  past
     year.   Additionally,  the  Company was partially  successful  in
     defending  its  position with regard to the  potential  liability
     accrued  during  the quarter ended March 31, 1997  for  its  most
     recent  sales tax audit resulting in reduced sales tax liability.
     The  Company  offset  this amount with  an  increase  in  accrued
     performance bonuses and other balance sheet reserves due  to  the
     Company's  current  financial performance  and  projected  growth
     plans.
  
     Gross profit for the six month period ended December 31, 1997 was
     $9.6  million, an increase of $3.8 million or 64.2% from the same
     six  month period one year ago on higher net sales.  Gross margin
     for  the  six  month period ended December 31, 1997 increased  to
     20.2%  of  net sales as compared to 15.1% in the same period  one
     year ago. In addition to higher sales, the primary reason for the
     gross  profit and gross margin improvements were the  significant
     operational and materials management efficiency gains made by the
     Systems  Integration  division management team  during  the  past
     year.   Additionally, the quick-turn PCB division was  negatively
     impacted  during the first quarter ended September  30,  1996  by
     consolidation activities following closure of the Company's Costa
     Mesa facility during the fourth quarter ended June 31, 1996.
   
   Selling, General and Administrative Expenses
  
     Selling,  general  and administrative expenses  for  the  quarter
     ended  December  31,  1997  were $3.0  million,  an  increase  of
     $358,000 or 13.5% over the same quarter of the prior fiscal year.
     The increase was primarily due to increased commissions on higher
     net  sales,  as well as performance bonuses associated  with  the
     Company's   improved   profitability.    Selling,   general   and
     administrative  expenses decreased from 13.3%  to  12.2%  of  net
     sales,  over  the  same periods as expenses did not  increase  as
     quickly as net sales.
  
     Selling,  general and administrative expenses for the six  months
     ended  December 31, 1997 were $5.7 million, an increase  of  $1.1
     million  or 23.4% over the same period of the prior fiscal  year.
     The  increase  was  primarily due to  increased  commissions  and
     performance  bonuses  associated  with  the  Company's  financial
     performance.    Selling,  general  and  administrative   expenses
     increased  from  11.9%  to  12.0%, of  net  sales,  and  remained
     consistent over the periods.
  
  Facility Closing Costs
  
     Facility closing costs credited for the six months ended December
     31,  1997 were approximately $131,000 and are attributable  to  a
     reduction  of  the  associated reserve  recorded  in  the  fourth
     quarter  of  fiscal year 1996 pertaining to the  closure  of  the
     Company's Costa Mesa PCB facility.  On July 25, 1997, the Company
     successfully  sold  the  building on behalf  of  the  owner  (and
     landlord); therefore, eliminating any future lease and  operating
     obligations.
   
   Interest Expense, Net
  
     Net interest expense for the quarter ended December 31, 1997  was
     approximately $412,000, a decrease of $102,000 or 19.8% from  the
     same  quarter in the prior fiscal year.  The overall decrease  is
     primarily attributable to repayment of the Company's various debt
     obligations.
  
     Net interest expense for the six months ended December  31,  1997
     was  approximately $884,000, a decrease of $168,000 or 16.0% from
     the  same  period in the prior fiscal year.  The overall decrease
     is  attributable  to  repayment of  the  Company's  various  debt
     obligations subsequent to the May 1997 debt refinancing with  the
     CIT Group.
</PAGE>
<PAGE> 11

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
   
   Provision for Income Taxes
  
     The Company's effective income tax rate was 38.2% and  45.7%  for
     the  quarters ended December 31, 1997 and 1996, respectively. The
     Company's effective income tax rate was 39.3% and 53.1%  for  the
     six months ended December 31, 1997 and 1996, respectively.  These
     rates  differ from statutory rates primarily due to state  taxes,
     net  of  federal benefit, amortization of goodwill  and  deferred
     stock  compensation,  as  well as other  amounts  which  are  not
     deductible  in determining taxable income or loss.  Additionally,
     the  amount of pre-tax income can have a material effect  on  the
     Company's effective income tax rate.
  
  Financial Condition
  
     The Company  has  historically financed its operations  primarily
     through  bank borrowings, issuances of debt and equity securities
     and cash generated from operations.
  
   Liquidity
  
     The  Company   generated  cash  from  operating   activities   of
     approximately  $5.3  and $3.3 million in  the  six  months  ended
     December  31,  1997 and 1996, respectively. Cash  generated  from
     operations in the six months ended December 31, 1997 and 1996 was
     primarily attributable to net income of $1.8 million and $90,000,
     respectively,  as  adjusted  for  non-cash  expenses,   primarily
     depreciation and amortization.
  
     The Company  used  cash in investing activities of  approximately
     $1.8  and $1.4 million in the six months ended December 31,  1997
     and 1996, respectively.  Cash used in investing activities in the
     six  months  ended  December  31, 1997  and  1996  was  primarily
     attributable to purchases of property and equipment.
  
     The Company  used  cash in financing activities of  approximately
     $4.0  and $1.4 million in the six months ended December 31,  1997
     and  1996, respectively. Cash used in financing activities during
     the  six  months ended December 31, 1997 and 1996  was  primarily
     attributable to net repayments under its credit facility.
    
     As  of   December  31,  1997  the  Company  had  long-term   debt
     outstanding of approximately $16.3 million, consisting  primarily
     of $4.7 million outstanding under the Company's revolving line of
     credit,  a  $9.2  million term loan, a $1.8  million  convertible
     subordinated note and a $0.6 million real estate obligation.
  
     The  Company  has a $25.0 million credit facility  with  the  CIT
     Group/Business  Credit,  Inc. (the "CIT Group"),  an  asset-based
     lender, and consists of a $13.7 million revolving line of credit,
     a  $9.8  million term loan and a $1.5 million capital expenditure
     ("CAPEX") term loan.  The revolving line of credit is limited  to
     a  maximum amount of $13.7 million or the sum of 90.0% and  50.0%
     of  the  Company's  eligible trade accounts  receivable  and  raw
     materials inventory, respectively, as contractually defined.  The
     revolving  line of credit expires on May 21, 2001  and  currently
     bears interest at 8.75%. The $9.8 million term expires on May 21,
     2002  and  currently bears interest at 9.25%.  Principal payments
     of  approximately $0.2 are due monthly in equal installments with
     the  first installment due on September 1, 1997.  The CAPEX  term
     loan  has a maximum amount of $1.5 million in which the Company's
     financing  agreement  limits borrowings to this  maximum  or  the
     amount determined as the sum of $500,000 plus 50.0% of cumulative
     earnings  before  interest, taxes, depreciation and  amortization
     for  a  contractually defined period of time.  The  $1.5  million
     CAPEX  term  loan expires on May 1, 2001 and as of  December  31,
     1997  there  were  no  outstanding borrowings  under  this  loan.
     Additionally,   the  Company  has  a  $1.8  million   convertible
     subordinated  note  with  the seller of the  Citation  Companies.
     This note expires on
</PAGE>
<PAGE>12
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
     May 21, 2001 and currently bears interest at 10.0%.  The note  is
     convertible into a maximum of 400,000 shares of common  stock  at
     the  option  of  the holder based upon certain defined  criteria.
     Further, the Company has a real estate note of approximately $0.6
     million  that was assumed in the Citation Acquisition.  The  real
     estate  note is due, as a balloon payment, on December  31,  2005
     and  currently bears interest at 8.5%.  As of December 31,  1997,
     the  Company  was  in  compliance  with  the  convenants  of  its
     financing agreement.
  
     The   Company  believes  that  its  existing  funds,   borrowings
     available under its revolving line of credit and CAPEX term  loan
     and  funds  expected  to  be generated from  operations  will  be
     sufficient to meet its working capital needs for the next  twelve
     months.  There can be no assurance, however, that events  in  the
     future  will  not require the Company to seek additional  capital
     sooner  or,  if so required, that it will be available  on  terms
     acceptable  to  the Company.  To the extent that  cash  generated
     from operations is not sufficient to meet the Company's projected
     capital  expenditures  or  future  working  capital  needs,   the
     Company's  business, financial condition, cash flows and  results
     of operations may be materially and adversely affected.
   
   Capital Resources
  
     During the  six  months  ended  December  31,  1997  the  Company
     purchased  approximately $1.8 million of property  and  equipment
     which  was  funded through long-term borrowings. On December  18,
     1997,  the  CIT Group amended the financing agreement to  relieve
     the   quarterly  maximum  amount  of  $1.0  million  for  capital
     expenditures.   The  financing  agreement  allows   for   capital
     expenditures  up to an aggregate maximum amount of $4.0  million.
     Any  expenditures  exceeding  this maximum  annual  amount  would
     require   prior   lender  approval.   Therefore,  excluding   the
     financial  impact  of  any acquisition or  establishment  of  new
     facilities, the Company expects to incur capital expenditures  of
     approximately $2.2 million, in the remaining six months of fiscal
     year 1998.
  
   Inflation
  
     The Company  recognizes that inflationary pressures may  have  an
     adverse  effect  on  its operations through increased  production
     costs.   The Company attempts to minimize the effect of inflation
     through productivity improvements as well as price increases that
     assist  in  maintaining reasonable profit margins.  Although  the
     Company  believes that the impact of inflation on  its  operating
     results  has  been  moderate in recent years,  there  can  be  no
     assurance  that,  in  the future, it could not  have  a  material
     adverse effect on the Company's business, financial condition and
     results of operations.
  
   Seasonality
  
     The Company  believes  that its net sales have  not  historically
     been subject to significant seasonal fluctuations.
  
  Factors That May Affect Future Results
  
     In  evaluating  the  Company's  business,  prospective  investors
     should  carefully consider the following factors in  addition  to
     the  other  information  presented in  this  report  an  din  the
     Company's  other reports filed with the Securities  and  Exchange
     Commission that attempt to advise interested parties of the risks
     and factors that may affect the Company's business.
</PAGE>
<PAGE>13
  
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
  
   Dependence on Electronics Industry
  
     The  Company's   principal  customers  are   original   equipment
     manufacturers   (OEM)   and   contract   manufacturers   in   the
     telecommunications,    networking,    computers,     peripherals,
     industrial instrumentation, medical, and semiconductor  equipment
     segments of the electronics industries.  These industry segments,
     and  the  electronics industry as a whole, are  characterized  by
     intense  competition,  relatively short product-life  cycles  and
     significant  fluctuations in product demand.   In  addition,  the
     electronics  industry is generally subject to rapid technological
     change  and product obsolescence. Discontinuance or modifications
     of  products  containing components manufactured by  the  Company
     could   adversely   affect  the  Company's  business,   financial
     condition   and   results  of  operations.   In   addition,   the
     electronics industry has in the past experienced, and  is  likely
     in  the  future to experience, recessionary periods.  A recession
     or  any other event leading to excess capacity in the electronics
     industry would likely result in intensified price competition and
     a  decrease  in unit volume, both of which would have a  material
     adverse  effect  on the Company's business, financial  condition,
     cash flows and results of operations.
  
   Fluctuations in Quarterly Operating Results
  
     The Company's  quarterly operating results have  varied  and  may
     continue  to fluctuate significantly.  At times in the past,  the
     Company's net sales and net income have decreased from the  prior
     quarter.  Operating results are affected by a number of  factors,
     including  timing  and  volume of orders from  and  shipments  to
     customers relative to the Company's manufacturing capacity, level
     of  product  and price competition, product mix,  the  number  of
     working  days  in  a  particular  quarter  and  general  economic
     factors.   In  recent  years, the Company's  gross  margins  have
     varied  primarily  as  a result of capacity utilization,  product
     mix, lead times, volume levels and complexity of customer orders,
     start-up costs in its two new divisions and costs associated with
     the closure of the Costa Mesa facility.  The timing and volume of
     orders placed by the Company's OEM customers vary due to customer
     attempts  to manage inventory, changes in the OEM's manufacturing
     strategy  and  variation  in  demand for  customer  products.  An
     interruption in manufacturing resulting from shortages  of  parts
     or  equipment,  fire,  natural  disaster,  equipment  failure  or
     otherwise  would have a material adverse effect on the  Company's
     business,   financial  condition,  cash  flows  and  results   of
     operations.   Due to all of the foregoing factors, it  is  likely
     that  in some future quarter the Company's operating results will
     be   below  the  expectations  of  public  market  analysts   and
     investors.   In  such  event, the price of the  Company's  common
     stock would likely be materially adversely affected.
  
   Customer Concentration
  
     The Company's past growth has resulted, in part, from its ability
     to  identify and attract customers in rapidly growing segments of
     the  electronics industry.  The Company has manufactured products
     for  some  of  these customers for a relatively short  period  of
     time.   There can be no assurance that the Company will  continue
     to  be  able to identify, attract and retain customers with  high
     growth  rates  or  that the customers that they  do  attract  and
     retain will continue to grow at their historical rates or at all.
     Although  there can be no assurance that the Company's  principal
     customers  will continue to purchase products and  services  from
     the Company at current levels, if at all, the Company expects  to
     continue to depend upon its principal customers for a significant
     portion of its net sales.  The decrease in or loss of orders from
     one  or more major customers could have a material adverse effect
     on  the  Company's business, financial condition, cash flows  and
     results of operations.
</PAGE>
<PAGE> 14
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
  
   Variability of Orders
     
     The  Company does not obtain long term purchase commitments  from
     its  customers and a substantial portion of net sales in a  given
     quarter   depends  on  obtaining  orders  for  products   to   be
     manufactured  and  shipped in the same  quarter  in  which  those
     orders  are received.  Customers may cancel orders and change  or
     delay delivery schedules at any time.  The timely replacement  of
     canceled,  delayed or reduced orders with new  orders  cannot  be
     assured.   Significant  or numerous cancellations,  reduction  or
     delays in order by a customer or group of customers could have  a
     material  adverse  effect  on the Company's  business,  financial
     condition  and  results  of  operations.   Because  the   Company
     operates  with  limited backlog, net sales for  any  quarter  are
     substantially dependent on orders booked in that quarter and  net
     sales  for  any  future  quarter are  not  predictable  with  any
     significant  degree of certainty.  The Company's  expense  levels
     are  relatively fixed and are based, in part, on expectations  of
     future  net  sales. Consequently, if net sales levels  are  below
     expectations,  the Company's business, financial condition,  cash
     flows  and  results  of  operations are likely  to  be  adversely
     affected.
     
   Competition
     
     The  electronic interconnect industry is characterized by intense
     competition.   The Company faces significant competition  in  its
     quick-turn,  PCB  and flexible circuits product  lines  primarily
     from  a number of regional privately-held manufacturers.  As  the
     Company  increasingly  expands its  volume  production  of  PCBs,
     backplane  assemblies and flexible circuits, it will continue  to
     face  much  larger  competitors.  Many of these competitors  have
     significantly   greater   financial,  technical   and   marketing
     resources,  greater  name  recognition  and  a  larger  installed
     customer  base than the Company.  In addition, these  competitors
     may  have  the ability to respond more quickly to new or emerging
     technologies  and may adapt more quickly to changes  in  customer
     requirements and may devote greater resources to the development,
     promotion and sale of their products than the Company.
     
     The  Company believes that when it competes in the standard lead-
     time  volume  production  of  its  PCB,  backplane  and  flexible
     circuits  products, it encounters greater price sensitivity  from
     potential  customers. From time to time the Company  operates  in
     the  lower technology, higher volume segments of the PCB  market,
     where  the  Company  may  be at a competitive  disadvantage  when
     competing   with   manufacturers  with  lower  cost   structures,
     particularly those with offshore facilities where labor and other
     costs  are  generally  lower.  During  periods  of  recession  or
     economic  slowdown  in  the electronics industry,  the  Company's
     competitive  advantages in the areas of quick-turn  manufacturing
     and  responsive customer service may be of reduced importance  to
     the  Company's  customers, who may become more  price  sensitive.
     Although  capital  barriers  to entry  are  relatively  high  for
     manufacturing  technologically  complex  electronic  interconnect
     products,  the  basic interconnect technology  is  generally  not
     protected   by   patents  or  copyrights,  and   companies   with
     significant resources or international operations may  enter  the
     market.  Consolidation of smaller competitors may also result  in
     increased  competition.  Increased competition  could  result  in
     price reductions, reduced margins or loss of market share, any of
     which   could  materially  and  adversely  affect  the  Company's
     business,   financial  condition,  cash  flows  and  results   of
     operations.
   
   Management of Growth
     
     Over the past several years, the Company has experienced a period
     of  rapid growth that has placed, and is expected to continue  to
     place,   a   significant  strain  on  the  Company's  management,
     operational   and   financial  resources.  This   situation   was
     compounded by the Citation Acquisition.  The Company's growth
</PAGE>
<PAGE> 15
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
     is  expected to require the addition of new management personnel,
     the  development  of additional expertise by existing  management
     personnel  and  additional manufacturing  space.   The  Company's
     ability  to  manage  growth effectively, particularly  given  the
     increasing  scope of its operations, will require it to  continue
     to   implement  and  improve  its  management,  operational,  and
     financial  information  systems,  as  well  as  to  develop   the
     management skills of its managers and supervisors and  to  train,
     motivate  and  manage  its employees.  The Company's  failure  to
     effectively manage growth could have a material adverse effect on
     the  Company's  business,  financial  condition  and  results  of
     operations.  Competition for personnel is intense and  there  can
     be  no  assurance  that  the Company will  be  able  to  attract,
     assimilate or retain additional highly qualified employees in the
     future.  The failure to hire and retain such personnel could have
     a  material  adverse effect on the Company's business,  financial
     condition, cash flows and results of operations.
     
   Substantial Leverage and Ability to Service Debt
  
     The  Company  has  substantial  debt  service  obligations.   The
     ability of the Company to meet its debt service requirements will
     depend  upon  achieving significant and sustained growth  in  the
     Company's profitability and cash flow, which will be affected  by
     its  success  in  implementing its business strategy,  prevailing
     economic  and  industry  conditions and financial,  business  and
     other factors, certain of which are beyond the Company's control.
     Accordingly, there can be no assurance as to whether or when  the
     Company's  operations  will  generate  sufficient  cash  flow  or
     whether the Company will at any time have sufficient resources to
     meet  its  debt  service or debt repayment obligations.   If  the
     Company is unable to generate sufficient cash flow to service  or
     repay  its indebtedness, it will have to reduce or delay  planned
     capital  expenditures, sell assets, restructure or refinance  its
     indebtedness or seek additional equity capital. There can  be  no
     assurance  that  any  of these strategies could  be  effected  on
     satisfactory  terms,  if at all, particularly  in  light  of  the
     Company's  high levels of indebtedness.  In addition, the  degree
     to   which  the  Company  is  leveraged  could  have  significant
     consequences,  including, but not limited to, the following:  (i)
     the  Company's  ability  to obtain additional  financing  in  the
     future  for  working  capital, capital  expenditures,  and  other
     general corporate purposes may be materially limited or impaired,
     (ii)  a  substantial  portion of the  Company's  cash  flow  from
     operations  may need to be dedicated to the payment of  principal
     and interest on its indebtedness and therefore, not available  to
     finance  the  Company's  business and (iii)  the  Company's  high
     degree  of  leverage  may  make it more  vulnerable  to  economic
     downturns,   may  limit  its  ability  to  withstand  competitive
     pressures  and  may  reduce  its  flexibility  in  responding  to
     changing business and economic conditions.
     
   Uncertainty of Effects of Year 2000 on Computer Programs and Systems

     The  Year  2000  Issue is the result of computer  programs  being
     written  using  two  rather  than  four  digits  to  define   the
     applicable  year.   Any of the Company's computer  programs  that
     have  date-sensitive software may recognize a date using "00"  as
     the year 1900 rather than the year 2000.  This could result in  a
     system   failure   or  miscalculations  causing  disruptions   of
     operations,  including but not limited to, a temporary  inability
     to  process transactions or engage in normal business activities.
     Such failure or errors could occur prior to the actual change  in
     century.

     Based upon a recent assessment, the Company's management believes
     that it has determined that all of its existing computer programs
     will  properly  utilize  dates beyond  December  31,  1999.   The
     Company  has  received  written  confirmation  from  all  of  its
     significant computer program manufacturers that specific software
     purchased  by  the Company is Year 2000 compliant. The  Company's
     customers, suppliers and
</PAGE>
<PAGE> 16
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)

     service  providers (including financial institutions) are reliant
     upon  computer  applications, some of which may contain  software
     that may fail as a result of the upcoming change in century, with
     respect  to  functions that materially affect their  interactions
     with  the  Company.  The Company currently has plans to  initiate
     formal  communications with all of its significant suppliers  and
     customers  to  determine  the extent  to  which  the  Company  is
     vulnerable to those third parties' failure to remediate their own
     Year  2000  issues.  Failure of the software  of  its  customers,
     suppliers  or  service providers could have  a  material  adverse
     impact  on the Company's business, financial condition and result
     of operations.
     
     The Company will utilize both internal and external resources  in
     continuing its plan, which include testing its computer  systems,
     and  anticipates completion of the Year 2000 project by no  later
     than  December  31, 1998. The Company has, and will  continue  to
     expense all costs associated with its Year 2000 plans.  The total
     anticipated cost is not expected to have a material effect on the
     results of operations.

     The  Company's  assessments and plans to complete its  Year  2000
     project  are based upon management's best estimates,  which  were
     derived  utilizing presently available information  and  numerous
     assumptions of future events including the continued availability
     of  certain  resources,  third  party  communications  and  other
     factors.  However, there can be no guarantee that these estimates
     will  be achieved and actual results could differ materially from
     those  plans.   Specific factors that might cause  such  material
     differences include, but are not limited to, the availability and
     cost of personnel trained in this area, the ability to locate and
     correct  relevant computer codes and similar uncertainties.   The
     failure  of  the Company  to successfully execute its  Year  2000
     plan  could  have  a  material adverse effect  on  the  Company's
     business,   financial  condition,  cash  flows  and  results   of
     operations.
     
Item 3:   Quantitative and Qualitative Disclosures about Market Risk
     
     Not applicable.
</PAGE>
<PAGE> 17
                      Part II:  Other Information

Item 1.  Legal Proceedings

     See  discussion under Item 3 "Legal Proceedings" in the Company's
     Form 10-K filed for the fiscal year ended June 30, 1997.
 
Item 4:   Submission of Matters to a Vote of Security Holders

     The Annual  Meeting of Stockholders of Sigma Circuits,  Inc.  was
     held on December 16, 1997.
     
     The matters  voted  upon  at  the  meeting  and  the  voting   of
     stockholders with respect thereto are as follows:
     
     1.   The election of Philip S. Bushnell and Carl H. R. Brockl to the
          Board of Directors to hold office until the 2000 Annual Meeting of
          Stockholders and until such director's successor is elected and has
          qualified, or until such director's earlier death, resignation or
          removal:

                                For           Withheld
          Philip S. Bushnell    3,663,157     332,095
          Carl H. R. Brockl     3,827,157     168,095
     
     2.   The  amendment and restatement of the Company's  1997  Stock
          Option Plan, including provisions for (i) transferability of
          Supplemental Stock Options, (ii) acceleration of vesting and
          exercisability   of   options  for   employees   involuntary
          terminated  without  cause within thirteen  months  after  a
          change  in control, (iii) extension of the term of the  plan
          until  October 2007, and (iv) an increase in the  number  of
          shares  of  Common Stock authorized for issuance under  such
          plan by 200,000 shares.

          For:  1,618,290     Against:  548,608     Abstain:  21,158 
          Broker Non-Votes:  1,807,196

     3.   The  amendment of the Company's 1994 Employee Stock Purchase
          Plan  to  increase the aggregate number of shares of  Common
          Stock  authorized for issuance under such  plan  by  159,092
          shares from 290,908 to 450,000 shares.

          For:  1,787,373    Against:  381,295     Abstain:  19,388       
          Broker Non-Votes:  1,807,196

     4.   The ratification of Deloitte & Touche LLP as the independent
          auditors of the Company for its fiscal year ending June 30, 1998:

          For:  3,953,344   Against:  28,200    Abstain:  13,708
          
Item 6:   Exhibits and Reports on Form 8-K

          A.  Exhibits
     
          See  Index  to  Exhibits at page 20 of this  filing  and  is
          incorporated by reference herein.
     
          B.  Reports on Form 8-K
     
          No  reports on Form 8-K were filed during the quarter  ended
          December 31, 1997.
</PAGE>
<PAGE> 18
                              SIGNATURES
                                   
Pursuant  to the requirements of Section 13 or 15(d) 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, in
the  City  of Santa Clara, County of Santa Clara, State of California,
on the 6th day of February, 1998.
                                                                      
                                 Sigma Circuits, Inc.
                                 (Registrant)

                                 By  /s/ B. Kevin Kelly
                                     B. Kevin Kelly
                                     President, Chief Executive
                                     Officer and Director

                                 By  /s/ Philip S. Bushnell
                                     Philip S. Bushnell
                                     Senior Vice President, Finance
                                     and Administration, Chief
                                     Financial Officer, Secretary and
                                     Director
</PAGE>
<PAGE> 19
                             INDEX OF EXHIBITS
<TABLE>
Exhibit
<S>      <C>
Number   Description
 3.1     Restated Certificate of Incorporation of the Registrant.(1)
 3.2     Bylaws of the Registrant.(1)
 4.1     Reference is made to Exhibits 3.1 and 3.2
 4.2     Registration Agreement among the Registrant and certain other 
         parties named therein, dated April 15, 1986.(1)
 4.3     Series C Registration Rights Agreement among the Registrant and 
         certain other parties named therein, dated September 30, 1993.(1)
 4.5     Specimen stock certificate.(1)
10.1     Form of Indemnity Agreement entered into between the Registrant and 
         its directors and officers, with related schedule.(1)
10.2     Registrant's Amended and Restated 1997 Stock Option Plan.(6)
10.3     Registrant's 1994 Non-Employee Directors' Stock Option Plan, as 
         amended to date.(1)
10.4     Registrant's 1994 Employee Stock Purchase Plan, as amended to date.(6)
10.5     Form of Stock Warrant granted to Cruttenden & Company.(1)
10.6     Lease Agreement between the Registrant and The Kontrabecki Group, 
         dated May 3, 1994, and attachments thereto.(1)
10.7     Lease Agreement between the Registrant and The Kontrabecki Group, 
         dated June 9, 1995, and attachments thereto.(2)
10.8     Lease Agreement Extension and Modification dated September 30, 1995, 
         between the Registrant and Anthony and Cydelle Drago to Lease 
         Agreement dated December 30, 1986, as amended.(2)
10.9     Consulting Agreement between the Registrant and Robert P. Cummins, 
         dated July 1, 1997.(5)
10.10    Change-in-Control Severance Agreement between the Registrant and 
         B. Kevin Kelly, dated October 26, 1995.(4)
10.11    Change-in-Control Severance Agreement between the Registrant and 
         Philip S. Bushnell, dated October 26, 1995.(4)
10.12    Convertible Subordinated Promissory Note granted to Citation 
         Enterprise, Inc., dated May 21, 1997.(5)
</TABLE>  
</PAGE>   
<PAGE> 20 
                              INDEX OF EXHIBITS
<TABLE>
Exhibit   
Number   Description
<S>      <C> 
10.13    Asset Purchase Agreement between the Registrant, Citation Circuits, 
         Inc., Citation Enterprises, Inc., Citron Inc. and Carl Brockl, 
         dated September 8, 1995.(3)
10.14    Financing Agreement between the Registrant and the CIT Group/Business
         Credit, Inc., dated May 21, 1997 and exhibits thereto. (5)
10.15    Lease Agreement between the Registrant and G.B.G., dated April 23, 
         1997, as amended. (5)
10.16    Change-in-Control Severance Agreement between the Registrant and 
         W. Kent Hardwick, dated October 2, 1997.
</TABLE>
____________________________________

(1)  Incorporated by reference from the exhibit filed with the Company's 
     Registration Statement on Form S-1, as amended, filed May 26, 1994 
     (File No. 33-76606).

(2)  Incorporated by reference from the exhibit filed with the Company's 
     Form 10-K, as amended, filed September 28, 1995 (File No. 0-24170).

(3)  Incorporated by reference from the exhibit filed with the Company's 
     Form 8-K, as amended, filed October 11, 1995 (File No. 0-24170).

(4)  Incorporated by reference from the exhibit filed with  the
     Company's Registration Statement on Form S-1, as amended, filed
     February 16, 1996 (File No. 333-1262).

(5)  Incorporated by reference from the exhibit filed with the Company's 
     Form 10-K, filed September 25, 1997 (File No. 0-24170).

(6)  Incorporated by reference from the exhibit previously filed with the 
     Company's Registration Statement on Form S-8 filed February 5, 1998 
     (File No. 333-45641).
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