SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
	
(Mark One)
X	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES
	EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 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 0-19685

METROVISION OF NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)

New York		16-1276525
(State or other jurisdiction of incorporation or 
organization) (IRS Employer Identification No.)

75 South Church Street, Pittsfield, MA	01201
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  413-448-
2111

Securities registered pursuant to Section 12(b) of the Act:
	None.
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001 per share
(Title of Class)

Units consisting of six shares of Common Stock
(Title of Class)

	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 report(s)), and (2) has been subject to 
such filing requirements for the past 90 days. Yes [X] No []



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



	As of April 10, 1998, 5,574,275 shares of common stock 
were outstanding.  The aggregate market value of the voting 
stock held by persons who are not officers or directors (or 
their affiliates) of the Registrant, including 646,535 shares 
of 5% Series A Convertible Preferred Stock which is 
convertible into 140,985 shares of common stock, based on the 
average bid and asked prices of the common stock on April 10, 
1998 as quoted on the electronic bulletin board commonly 
referred to as the "pink sheets", held by non-affiliates of 
the Registrant was approximately $459,326.



ITEM 1.	BUSINESS

Recent Developments

	On April 1, 1997, MetroVision of North America, Inc. 
("MetroVision" or "the Company") consummated a merger (the 
"Merger") as a result of which York Hannover Pharmaceuticals, 
Inc. ("York Hannover"), a Florida corporation, merged with 
and into the Company, with the Company as the surviving 
corporation, pursuant to an Agreement and Plan of Merger 
dated as of May 10, 1996 among the Company and York Hannover 
(the "Merger Agreement").  Under the terms of the Merger 
Agreement, York Hannover distributed all of its assets and 
liabilities to Stockbridge Investment Partners, Inc. prior to 
the Merger except for York Hannover's 40% interest in York 
Hannover Partnership and York Hannover's outstanding debt 
under a National HealthCare Corporation Promissory Note and 
related accrued interest.  Pursuant to the Merger Agreement, 
among other things: (i) the Company changed its corporate 
name to York Hannover Health Care, Inc. (subject to receipt 
of all necessary regulatory consents which are still 
pending); and (ii) each share of York Hannover 
Pharmaceuticals, Inc. Common Stock outstanding on April 1, 
1997 was converted into 4,000 shares of the Company's Common 
Stock, or an aggregate of 4,000,000 shares of Common Stock, 
constituting approximately 71.8% of the shares of Common 
Stock outstanding after giving effect to the Merger.

	On November 30, 1997, the Company announced its plans to 
discontinue its MetroVision Commuter Channel media 
operations, effective February 28, 1998.  The Company will 
shut-down the operations and will not receive any proceeds 
related to the shut-down.  The Company is currently 
negotiating settlement agreements with various customers due 
to the Company's decision to terminate its media operations.  
In management's opinion, adequate provision has been made for 
any material loss resulting from the fulfillment of these 
service commitments.  However, events unknown at this time 
related to the termination of the media operations may 
subsequently arise which could have a material adverse impact 
on the Company.

	The Company is seeking to sell substantially all of its 
assets to Bay Pharmacies, Inc. by selling its 40% equity 
interest in York Hannover Partnership ("York Interest").

	If the sale of the York Interest (the "Sale") is 
completed, the Company's strategic focus will be 
significantly altered.  The Company will apply the proceeds 
of the Sale to pay off a secured loan to National HealthCare 
Corporation ("NHC") and certain other unsecured liabilities 
of the Company; and if the remaining proceeds of the Sale, if 
any, are sufficient, to seek to maximize shareholder value of 
the Company through entering into a business combination or 
other transaction realizing the value of the Company's public 
capital structure.  If the proceeds of the Sale are not 
sufficient to pay its current liabilities, the Company may be 
forced to seek additional financing or sources of capital and 
explore other strategic opportunities, including bankruptcy 
protection.  The Company's liabilities (the "Liabilities") 
include a secured loan to NHC, accounts payable, legal, 
accounting and printing expenses incurred in connection with 
the Sale, liabilities related to the winding up of the 
Commuter Channel business and a working capital loan to Lenox 
Healthcare Inc., an affiliate of Mr. Thomas M. Clarke, the 
Company's President.  The Company believes that the sale of 
the York Interest will allow the Company to maximize the 
value of its assets for the benefit of creditors and 
shareholders.

	Because the Sale may constitute a "voluntary 
liquidation" under the Company's Certificate of 
Incorporation, upon completion of the Sale, holders of the 
Company's 5% Preferred Stock could potentially be entitled to 
payment of the liquidation preference ("Liquidation 
Preference") on the Company's 5% Preferred Stock which would 
be paid from the proceeds of the Sale remaining after the 
payment of the Liabilities.  Any amounts remaining 
thereafter, which are not anticipated, would be distributed 
to holders of the Company's Common Stock.

	York Hannover Pharmaceuticals, Inc. ("York Hannover") 
was incorporated under the laws of the State of Florida on 
June 20, 1990.  On July 24, 1990, York Hannover's shares were 
transferred to York Hannover Leisure Properties, Inc. 
("YHLPI"), a Florida corporation and a wholly owned 
subsidiary of Progressive Investments International, Inc. 
("Progressive").  On December 17, 1993, Stockbridge 
Investment Partners, Inc. ("Stockbridge"), a Florida 
corporation, purchased the stock of Progressive and 
concurrent with the acquisition, merged with Progressive and 
renamed it Stockbridge Investment Partners, Inc.  Prior to 
August 1, 1995, York Hannover provided institutional pharmacy 
service, infusion therapy, urological, enteral and general 
medical supplies to licensed nursing facilities, hospitals, 
correction facilities and retirement facilities throughout 
the State of Florida.  On August 1, 1995, York Hannover 
formed a partnership with United Professional Companies, Inc. 
("UPC"), a Delaware corporation, named York Hannover 
Partnership (the "Partnership") which now provides the above-
mentioned services.

Business

	York Hannover Partnership purchases, repackages and 
dispenses prescription and non prescription medication in 
accordance with physician orders and delivers such 
prescriptions at least daily to the nursing facility for 
administration to individual patients by the facility's 
nursing staff.  York Hannover Partnership currently services 
55 nursing homes from its centralized pharmacy located in 
Brooksville, Florida.  York Hannover Partnership maintains a 
24-hour, on-call pharmacist service 365 days per year for 
emergency dispensing and delivery or for consultation with 
the facility's staff or attending physician.

	Upon receipt of a prescription, the relevant patient 
information is entered into York Hannover Partnership's 
computerized dispensing and billing systems.  At that time, 
the dispensing system will check the prescription for any 
potentially adverse drug interactions or patient sensitivity.  
When required and/or specifically requested by the physician 
or patient, branded drugs are dispensed; generic drugs are 
substituted in accordance with applicable state and federal 
laws and as requested by the physician or patient.

	York Hannover Partnership utilizes a "unit dose" 
distribution system.  Most of its prescriptions are filled 
utilizing specialized unit-of-use packaging and delivery 
systems.  Maintenance medications are typically provided in 
30-day supplies utilizing either a box unit dose system or 
unit dose punch card system.  The unit dose system, preferred 
over the bulk delivery systems employed by retail pharmacies, 
improves control over drugs in the nursing facility and 
improves patent compliance with drug therapy by increasing 
the accuracy and timeliness of drug administration.

	Integral to York Hannover Partnership's drug 
distribution system is its computerized medical records and 
documentation system.  York Hannover Partnership provides to 
the facility computerized medication administration records 
and physician's order sheets and treatment records for each 
patient.  Data extracted from these computerized records are 
also formulated into monthly management reports on patient 
care and quality assurance.  The computerized documentation 
system in combination with the unit dose drug delivery system 
results in greater efficiency in nursing time, improved 
control, reduced drug waste in the facility and lower error 
rates in both dispensing and administration.  These benefits 
improve drug efficacy and result in fewer drug-related 
hospitalizations.

Consultant Pharmacist Services

	Federal and state regulations mandate that nursing 
facilities in addition to providing a source of 
pharmaceuticals, retain consultant pharmacist services to 
monitor and report on prescription drug therapy in order to 
maintain and improve the quality of patient care.  The 
Omnibus Budget Reconciliation Act ("OBRA") implemented in 
1990 seeks to further upgrade and standardize care by setting 
forth more stringent standards relating to planning, 
monitoring and reporting on the progress of prescription drug 
therapy as well as facility-wide drug usage.

	York Hannover Partnership provides consultant pharmacist 
services which help clients comply with such federal and 
state regulations applicable to nursing homes.  The services 
offered by York Hannover Partnership's consultant pharmacist 
include:  (i) comprehensive, monthly drug regimen reviews for 
each patient in the facility to assess the appropriateness 
and efficacy of drug therapies, including a review of the 
patient's medical records, monitoring drug reactions to other 
drugs or food, monitoring lab results and recommending 
alternate therapies or discontinuing unnecessary drugs; (ii) 
participation on the Pharmacy and Therapeutics, Quality 
Assurance and other committees of client nursing facilities 
as well as periodic involvement in staff meetings; (iii) 
monthly inspection of medication carts and storage room; (iv) 
monitoring and monthly reporting on facility-wide drug usage 
and drug administration systems and practices; (v) 
development and maintenance of pharmaceutical policy and 
procedures manuals; and (vi) assistance to the nursing 
facility in complying with state and federal regulations as 
they pertain to patient care.

Ancillary Services

	York Hannover Partnership provides the following 
ancillary products and services to nursing facilities:

	Infusion Therapy Products and Services.  York Hannover 
Partnership provides infusion therapy support services for 
residents in its client nursing facilities.  Infusion therapy 
consists of the product (a nutrient, antibiotic, chemotherapy 
or other drugs in solution) and the intravenous 
administration of the product.  York Hannover Partnership 
prepares the product to be administered using proper 
equipment in a sterile environment and then delivers the 
product to the nursing home for administration by the nursing 
staff.  Proper administration of intravenous ("IV") drug 
therapy requires a highly trained nursing staff.  York 
Hannover Partnership's consultant pharmacists and nurse 
consultants operate an education and certification program on 
IV therapy to assure proper staff training and compliance 
with regulatory requirements in client facilities offering an 
IV program.

	By providing an infusion therapy program, York Hannover 
Partnership enables its client nursing facilities to admit 
and retain patients who otherwise would need to be cared for 
in an acute-care facility.  York Hannover Partnership 
believes that by providing these high acuity pharmacy 
services it has a competitive advantage over other pharmacy 
providers.  The most common infusion therapies York Hannover 
Partnership provides are total prenatal nutrition, antibiotic 
therapy, chemotherapy, pain management and hydration.

	Wholesale Medical Supplies/Medicare Part B Billing.  
York Hannover Partnership distributes disposable medical 
supplies, including urological, ostomy, nutritional support 
and wound care products and other disposables needed in the 
nursing home environment.  In addition, York Hannover 
Partnership provides direct Medicare billing services for 
certain of these product lines for patients eligible under 
the Medicare Part B program.  As part of this service, York 
Hannover Partnership determines patient eligibility, obtains 
certifications, orders products and maintains inventory on 
behalf of the nursing facility.    York Hannover Partnership 
also contracts to act as billing agent for certain nursing 
homes that supply these products directly to the patient.

	Other Services.  York Hannover Partnership's majority 
partner, United Professional Companies, Inc. ("UPC"), also 
provides respiratory therapy products and durable medical 
equipment for its clients in certain of its market areas.  
York Hannover Partnership continues to review the expansion 
of these as well as other products and services that may 
further enhance the ability of its client nursing facilities 
to care for their residents in a cost effective manner.

Product and Market Development

	York Hannover Partnership's pharmacy business engages in 
a continuing program for the development of new services and 
the marketing thereof.  New service and new market 
development are important factors for the growth of this 
business.  Any new service or marketing effort, including 
those in the developmental stage, could require the 
investment of a material portion of York Hannover 
Partnership's assets.

Materials/Supply

	York Hannover Partnership purchases pharmaceuticals 
through a wholesale distributor with whom it has a prime 
vendor contract and under contracts negotiated directly with 
pharmaceutical manufacturers.  York Hannover Partnership also 
is a member of industry buying groups which contract with 
manufacturers for discounted prices based on volume which are 
passed through to York Hannover Partnership by its wholesale 
distributor.  York Hannover Partnership has numerous sources 
of supply available to it and has not experienced any 
difficulty in obtaining pharmaceuticals or other products and 
supplies used in the conduct of its business.

Patents, Trademarks and Licenses

	York Hannover Partnership's business operations are not 
dependent upon any material patents, trademarks or licenses.

Inventories

	York Hannover Partnership's centralized pharmacy 
maintains adequate on-site inventories of pharmaceuticals and 
supplies to ensure prompt delivery service to its customers.  
Inventories on hand are not considered to be high by industry 
standards. York Hannover Partnership's primary wholesale 
distributor also maintains a local warehouse.

Competition

	By its nature, the long-term care pharmacy business is 
highly regionalized and, within a given geographic region of 
operations, highly competitive.  In the geographic region it 
serves, York Hannover Partnership competes with numerous 
local retail pharmacies, local and regional institutional 
pharmacies and pharmacies owned by long-term care facilities. 
York Hannover Partnership competes in this market on the 
basis of quality, cost-effectiveness and the increasingly 
comprehensive and specialized nature of its services along 
with the clinical expertise, pharmaceutical technology and 
professional support if offers.

Government Regulation

	Institutional pharmacies, as well as the long-term care 
facilities they serve, are subject to extensive Federal, 
state and local regulation.  These regulations cover required 
qualifications, day-to-day operations, reimbursement and the 
documentation of activities. York Hannover Partnership 
continuously monitors the effect of regulatory activity on 
its operations.

	Licensure, Certification and Regulation.  States 
generally require that companies operating a pharmacy within 
the state be licensed by the state board of pharmacy. York 
Hannover Partnership currently has a pharmacy license in the 
State of Florida in which it operates a pharmacy.  In 
addition, York Hannover Partnership's pharmacy is registered 
with the appropriate state and Federal authorities pursuant 
to statutes governing the regulation of controlled 
substances.

	Client nursing facilities are also separately required 
to be licensed in the states in which they operate and, if 
service Medicare of Medicaid patients, must be certified to 
be in compliance with applicable program participation 
requirements.  Client nursing facilities are also subject to 
the nursing home reforms of the Omnibus Budget Reconciliation 
Act of 1987, which imposed strict compliance standards 
relating to quality of care for nursing home operations, 
including vastly increased documentation and reporting 
requirements.  In addition, pharmacists, nurses and other 
health care professionals who provide services on York 
Hannover Partnership's behalf are in most cases required to 
obtain and maintain professional licenses and are subject to 
state regulation regarding professional standards and 
conduct.

	Federal and State Laws Affecting the Repackaging. 
Labeling, and Interstate Shipping of Drugs.  Federal and 
state laws impose certain repackaging, labeling, and package 
insert requirements on pharmacies that repackage drugs for 
distribution beyond the regular practice of dispensing or 
selling drugs directly to patients at retail.  A drug 
repackager must register with the Food and Drug 
Administration. York Hannover Partnership holds all required 
registrations and licenses, and its prepackaging operations 
are in compliance with applicable state and Federal 
requirements.

	Medicare and Medicaid.  The nursing home pharmacy 
business has long operated under regulatory and cost 
containment pressures from state and Federal legislation 
primarily affecting Medicaid and, to a lesser extent, 
Medicare.

	As is the case for nursing home services generally, York 
Hannover Partnership receives reimbursement from Medicaid and 
Medicare programs, directly from individual residents 
(private pay), and from other payors such as third-party 
insurers. York Hannover Partnership believes that its 
reimbursement mix is in line with nursing home expenditures 
nationally.  For the year ended December 31, 1997, York 
Hannover Partnership's payor mix was approximately as 
follows:  39% private pay and nursing homes, 32% Medicaid, 
26% Medicare and 3% insurance and other private sources.

	For those patients who are not covered by government-
sponsored programs or private insurance, York Hannover 
Partnership generally directly bills the patient or the 
patient's responsible party on a monthly basis. York Hannover 
Partnership may alternatively bill private patients through 
the nursing facility.  Pricing for private pay patients is 
based on prevailing regional market rates of "usual and 
customary" charges.

	The Medicaid program is a cooperative Federal-state 
program designed to enable states to provide medical 
assistance to aged, blind, or disabled individuals, or 
members of families with dependent children whose income and 
resources are insufficient to meet the costs of necessary 
medical services.  State participation in the Medicaid 
program is voluntary.  To become eligible to receive Federal 
funds, a state must submit a Medicaid "state plan" to the 
Secretary of the Department of Health and Human Services 
("HHS") for approval.  The Federal Medicaid statute specifies 
a variety of requirements which the state plan must meet, 
including requirements relating to eligibility, coverage of 
services, payment and administration.

	Federal law and regulations contain a variety of 
requirements relating to the furnishing of prescription drugs 
under Medicaid.  First, states are given broad authority, 
subject to certain standards, to limit or specify conditions 
to the coverage of particular drugs.  Second, Federal 
Medicaid law establishes standards affecting pharmacy 
practice.  These standards include general requirements 
relating to patient counseling and drug utilization review 
and more specific requirements for nursing facilities 
relating to drug regimen reviews for Medicaid patients in 
such facilities.  Recent regulations clarify that, under 
Federal law, a pharmacy is not required to meet the general 
standards for drugs dispensed to nursing facility residents 
if the nursing facility complies with the drug regimen review 
requirements.  However, the regulations indicate that states 
may nevertheless require pharmacies to comply with the 
general standards, regardless of whether the nursing facility 
satisfies the drug regimen review requirement.  Florida, the 
state in which the York Hannover Partnership operates 
currently, requires its pharmacy to comply therewith.

	Third, Federal regulations impose certain requirements 
relating to reimbursement for prescription drugs furnished to 
Medicaid patients.  In addition to requirements imposes by 
Federal law, states have substantial discretion to determine 
administrative, coverage, eligibility and payment policies 
under their state Medicaid programs which may affect the 
Partnership's operations.  For example, some states have 
enacted "freedom of choice" requirements which may prohibit a 
nursing facility from requiring its residents to purchase 
pharmacy or other ancillary medical services or supplies from 
particular providers that deal with the nursing home.  Such 
limitations may increase the competition which York Hannover 
Partnership faces in providing services to nursing facility 
patients.

	The Medicare program is a Federally funded and 
administered health insurance program for individuals age 65 
and over or who are disabled.  The Medicare program consists 
of two parts:  Part A, which covers, among other things, 
inpatient hospital, skilled nursing facility, home health 
care and certain other types of health care services; and 
Medicare Part B, which covers physicians' services, 
outpatient services, and certain items and services provided 
by medical suppliers.  Medicare Part B also covers a limited 
number of specifically designated prescription drugs,  The 
Medicare program establishes certain requirements for 
participation of providers and suppliers in the Medicare 
program.  Pharmacies are not subject to such certification 
requirements.  Skilled nursing facilities and suppliers of 
medical equipment and supplies, however, are subject to 
specified standards.  Failure to comply with these 
requirements and standards may adversely affect an entity's 
ability to participate in the Medicare program and receive 
reimbursement for services provided to Medicare 
beneficiaries.

	The Medicare and Medicaid programs are subject to 
statutory and regulatory changes, retroactive and prospective 
rate adjustments, administrative rulings, freezes and funding 
reductions, all of which may adversely affect York Hannover 
Partnership's business.  There can be no assurance that 
payments for pharmaceutical supplies and services under 
governmental reimbursement programs will continue to be based 
on the current methodology or remain comparable to present 
levels.  In this regard, York Hannover Partnership may be 
subject to rate reductions as a result of federal budgetary 
legislation related to the Medicare and Medicaid programs.  
In addition, various state Medicaid programs periodically 
experience budgetary shortfalls which may result in Medicaid 
payment delays to York Hannover Partnership.  To date, York 
Hannover Partnership has not experienced any material adverse 
effect due to any such budgetary shortfall.  In addition, the 
failure, even if inadvertent, of York Hannover Partnership 
and/or its client institutions to comply with applicable 
reimbursement regulations could adversely affect York 
Hannover Partnership's business.  Additionally, changes in 
such reimbursement programs or in regulations related 
thereto, such as reductions in the allowable reimbursement 
levels, modifications in the timing or processing of payments 
and other changes intended to limit or decrease the growth of 
Medicaid and Medicare expenditures, could adversely affect 
York Hannover Partnership's business.

	Referral Restrictions.  The Company is subject to 
Federal and state laws which govern financial and other 
arrangements between health care providers.  These laws 
include the Federal anti-kickback statute, which was 
originally enacted in 1977 and amended in 1987, and which 
prohibits, among other things, knowingly and willfully 
soliciting, receiving, offering or paying any remuneration 
directly or indirectly in return for or to induce the 
referral of an individual to a person for the furnishing of 
any item or service for which payment may be made in whole or 
in part under Medicare or Medicaid.  Many states have enacted 
similar statutes which are not necessarily limited to items 
and services for which payment is made by Medicare of 
Medicaid.  Violations of these laws may result in fines, 
imprisonment, and exclusion from the Medicare and Medicaid 
programs or other state-funded programs.  Federal and state 
court decisions interpreting these statutes are limited, but 
have generally construed the statutes to apply if "one 
purpose" of remuneration is to induce referrals or other 
conduct within the statute.

	Federal regulations establish "safe harbors," which give 
immunity from criminal or civil penalties to parties in good 
faith compliance.  While the failure to satisfy all criteria 
for a safe harbor does not mean that an arrangement violates 
the statute, it may subject the arrangement to review by the 
HHS Office of Inspector General ("OIG"), which is charged 
with administering the Federal anti-kickback statute.  There 
are no procedures for obtaining binding interpretations or 
advisory opinions from the OIG on the application of the 
Federal anti-kickback statute to an arrangement or its 
qualification for a safe harbor upon which York Hannover 
Partnership can rely.

	The OIG issues "Fraud Alerts" identifying certain 
questionable arrangements and practices which it believes may 
implicate the Federal anti-kickback statute.  The OIG has 
issued a Fraud Alert providing its views on certain joint 
venture and contractual arrangements between health care 
providers.  The OIG also issued a Fraud Alert concerning 
prescription drug marketing practices that could potentially 
violate the Federal statute.  Pharmaceutical marketing 
activities may implicate the Federal anti-kickback statute 
because drugs are often reimbursed under the Medicaid 
program.  According to the Fraud Alert, examples of practices 
that may implicate the statute include certain arrangements 
under which remuneration is made to pharmacists to recommend 
the use of a particular pharmaceutical product.

	In addition, a number of states have recently undertaken 
enforcement actions against pharmaceutical manufacturers 
involving pharmaceutical marketing programs, including 
programs containing incentives to pharmacists to dispense one 
particular product rather than another.  These enforcement 
actions arose under state consumer protection laws which 
generally prohibit false advertising, deceptive trade 
practices, and the like. York Hannover Partnership believes 
its contract arrangements with other health care providers, 
its pharmaceutical suppliers and its pharmacy practices are 
in compliance with these laws.  There can be no assurance 
that such laws will not, however, be interpreted in the 
future in a manner inconsistent with York Hannover 
Partnership's interpretation and application.

	Health Care Reform and Federal Budget Legislation.  The 
Clinton administration and members of Congress have proposed 
plans to reform the health care system.  Currently, Congress 
is considering such reforms in the context of Federal budget 
reconciliation legislation.  This legislation could result in 
significant reductions in payments to providers under the 
Medicare program and a complete restructuring and reduced 
payments to providers under the Medicaid program.  With 
respect to Medicare, proposals include establishment of a 
prospective payment system for Skilled Nursing Facilities 
("SNFs"); limits on payments to Medicare SNFs for certain 
non-routine services, including, among others, prescription 
drugs, diagnostic services, and physical therapy and other 
rehabilitative services; requiring consolidated billing by a 
SNF and all Part A and B claims for SNF residents; and other 
limits on reimbursement of costs for Medicare SNF services.  
If enacted, there can be no assurance that such proposals 
would not have a material adverse effect on the business of 
York Hannover Partnership.  While budget negotiations are 
continuing, the future of any reform proposals in Congress is 
unknown.

	In addition, a number of states have enacted and are 
considering various health care reforms, including reforms 
through Medicaid demonstration projects.  Federal law allows 
HHS to authorize waivers of Federal Medicaid program 
requirements, including requirements relating to coverage, 
free choice of providers and payment for health care 
services, in connection with state demonstration projects 
that promote Medicaid program objectives.  HHS published 
procedures and public notice requirements designed to open 
the waiver approval process to public comment and to expedite 
processing.  Legal actions have been initiated challenging 
the waiver process and the authority of HHS to approve 
waivers for broad-based Medicaid managed care programs.  The 
Federal budget legislation restructuring the Medicaid program 
would effectively eliminate Medicaid managed care 
demonstration projects.

	Several state Medicaid programs have established 
mandatory statewide managed care programs for Medicaid 
beneficiaries to control costs through negotiated or 
capitated rates, as opposed to traditional cost-based 
reimbursement for Medicaid services, and propose to use 
savings achieved through these programs to expand coverage to 
those not previously eligible for Medicaid.  HHS has approved 
waivers for statewide managed care demonstration projects in 
several states, and are pending for several other states.  
These demonstration projects generally exempt 
institutionalized care, including nursing facility services, 
from the programs. York Hannover Partnership is unable to 
predict what impact, if any, future projects might have on 
its operations.  Because there are currently various reform 
proposals under consideration at the Federal and state 
levels, it is uncertain at this time what health care reform 
initiatives, if any, will be implemented, or whether there 
will be other changes in the administration of governmental 
health care programs or interpretations of governmental 
policies or other changes affecting the health care system.  
There can be no assurance that future health care of budget 
legislation or other changes will not have an adverse effect 
on the business of York Hannover Partnership.

Employees

	As of December 31, 1997, York Hannover Partnership 
employed 56 persons, including one in an executive position, 
20 pharmacists and pharmacy technicians, three administrators 
and 32 other supporting services.  None of such individuals 
are covered by a collective bargaining agreement.  York 
Hannover Partnership believes that the relationship with its 
employees is satisfactory.

Environmental Matters

	In operating it facility, York Hannover Partnership 
makes every effort to comply with pollution control laws.  No 
major difficulties have been encountered in effecting 
compliance.  No material capital expenditures for 
environmental control facilities are expected.  While York 
Hannover Partnership cannot predict the effect which any 
future legislation, regulations, or interpretations may have 
upon its operations, it does not anticipate any changes that 
would have a material adverse impact on its operations.

Commuter Channel

	The Company owns and operates the Commuter Channel, a 
video cable network for the mass transit industry.  The 
Commuter Channel displays a program cycle of generally 10 to 
12 minutes which is segmented into information from transit 
authorities, news, weather, sports and entertainment 
headlines and advertising.  Broadcasts on the Commuter 
Channel are displayed 24 hours a  day, seven days a week, on 
high-resolution video display monitors and projection screens 
situated on rail platforms and in passenger waiting areas. 
The Commuter Channel is currently installed in the Port 
Authority Trans Hudson ("PATH") system in New York and New 
Jersey, the Southeastern Pennsylvania Transit Authority 
("SEPTA") system in Philadelphia, Pennsylvania, the 
Massachusetts Bay Transit Authority ("MBTA")  and the Bay 
Area Rapid Transit ("BART") system in the San Francisco Bay 
area in California.  On November 30, 1997, The Board of 
Directors voted to terminate the Company's ownership and 
operation of the Commuter Channel.  Accordingly, the Company 
is currently ceasing operation of the Commuter Channel and 
negotiating the termination of  contractual obligations.

ITEM 2.	PROPERTIES

	The Company's headquarters are located at 75 South 
Church Street, Suite 650, Pittsfield, Massachusetts, 01201.

ITEM 3.	LEGAL PROCEEDINGS

	On July 15, 1997, Paramount Metal Finishing Company, 
Inc. (the "Plaintiff"), filed a complaint against 
MetroVision, and one other defendant in the Superior Court of 
Union County, New Jersey (Civil Action No. UNN-L-399297), 
alleging monies due by MetroVision related to certain 
services and goods provided in the amount $16,912, which 
indebtedness is recorded on MetroVision's consolidated 
balance sheet at December 31, 1997.  The Plaintiff sought 
damages in the aggregate amount of $22,770.16, which included 
interest thereon, court costs and counsel fees.  On September 
3, 1997, a Final Judgment was entered against MetroVision in 
the amount of $22,770.16.  On November 21, 1997, a Default 
Judgment was entered in the amount of $22,770.16 against the 
Company and Lenox Healthcare, Inc. ("Lenox").  As of March 
22, 1998, MetroVision has paid to the Plaintiff $17,000.  
MetroVision is currently in default of this judgment.  Except 
as stated above, MetroVision is not party to any material 
legal proceedings.

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

	None.

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
STOCKHOLDER MATTERS

	MetroVision's Common Stock is traded on the over-the-
counter market under the symbol "MVNA".  Until May 22, 1996, 
the Common Stock was included for quotation on the Nasdaq 
SmallCap Market.  On that date, the Common Stock was delisted 
from the Small Cap Market for failing to meet certain listing 
criteria.  Consequently, since May 23, 1996, the Common Stock 
has traded on an electronic bulletin board established for 
securities that do not meet the Nasdaq SmallCap listing 
requirements.  The following table sets forth (for the 
periods indicated) the range of high and low bid prices for 
the Common Stock as reported by Nasdaq on the SmallCap Market 
prior to May 23, 1996 and as reported on the electronic 
bulletin board thereafter.  The quotations reflect inter-
dealer prices, without retail mark-up, mark-down or 
commission and may not necessarily reflect actual 
transactions.

	Price Per Share
1998	High	Low
1st Quarter	9/32	1/4
		
1997		
4th Quarter	3/8	1/4
3rd Quarter	1/2	3/8
2nd Quarter	1 1/4	5/8
1st Quarter	1 1/4	5/8
		
1996		
4th Quarter	5/8	5/8
3rd Quarter	1 1/8	5/8
2nd Quarter	2 1/4	5/8
1st Quarter	1 5/8	5/8

	As of April  10, 1998 there were 5,574,275 shares of 
Common Stock, held of record by approximately 166 holders.  
The Company believes that certain holders of record hold for 
significantly more beneficial owners.  The closing bid price 
for the Company's Common Stock on April 10, 1998 was $0.25.

	To date, the Company has not paid any dividends on its 
Common Stock.  The payment of dividends, if any, in the 
future is within the discretion of the Board of Directors and 
will depend on the Company's earnings, its capital 
requirements and financial condition and other relevant 
factors.  The Company does not expect to declare or pay any 
dividends in the foreseeable future.  Further, payment of 
dividends on the Common Stock will be subject to the prior 
payment of dividends on the shares of 5% Preferred Stock, 
which dividends are payable cumulatively in arrears.

ITEM 6.	SELECTED FINANCIAL DATA

	The following selected financial data is derived from 
the Consolidated Financial Statements of the Company.  On 
April 1, 1997, the Company consummated a merger with York 
Hannover that has been accounted for as a reverse acquisition 
of the Company by York Hannover under the purchase method of 
accounting as prescribed by APB Opinion 16.  Accordingly, the 
historical financial statements of the Company prior to the 
merger have been changed to reflect the historical financial 
statements of York Hannover.  The data should be read in 
conjunction with the Consolidated Financial Statements, 
related Notes, and other financial information included 
herein.

Statement of Operations Data :
           Summary Historical Condensed Financial Data
                         (In Thousands)
                     Year Ended December 31,

                                     	1993(1)  	1994      	1995
Statement of Operations Data:			
Net patient revenues                 	$3,466	  $4,260    	$2,673
Equity in earnings of 
York Hannover  Partnership               	--	    		--	      	104

Total revenues	                        3,466   	4,260     	2,777
Cost of patient revenues             	(1,924) 	(2,396)   	(1,392)
Selling, general and 
     administrative                    	(950) 	(1,128)   	(1,546)
Depreciation and amortization
     expense                           	(476)    	(82)      	(45)
Amortization of deferred
     revenue                             	--      	--        	55
Other income (expense)                   	--      	--       	118
Interest expense, net                  	(159)   	(319)     	(290)
Income tax provision                     	--      	--        	--
Discontinued operations,
   net of tax                            	--      	--        	--
Net income (loss)                      	$(43)   	$335     	$(323)

(1)	Reflects operations of predecessor entity prior to 
purchase by York Hannover in December 1993 and does not 
represent the ongoing operations after the purchase.

                                       Year Ended December 31,

                                             	1996     	1997
Statement of Operations Data:		
Net patient revenues                          	$--      	$--
Equity in earnings of York 
     Hannover  Partnership                  			448	     	768
Total revenues                                	448      	768
Cost of patient revenues                       	--       	--
Selling, general and 
     administrative                          	(391)    	(329)
Depreciation and 
     amortization expense                      	--       	--
Amortization of deferred
     revenue                                  	133       	33
Other income (expense)                        	121      	(19)
Interest expense, net                        	(290)    	(292)
Income tax provision                          	(19)     	(61)
Discontinued operations, 
     net of tax                                	--   	(1,438)
Net income (loss)                              	$2  	($1,338)



                  Summary Historical Financial Data

                           (In Thousands)

                       Year Ended December 31, 

                                  	1993    	1994    	1995
Balance Sheet Data:			
Working capital 
   (deficit) (1)                  	$430     	$34   	$(192)
Total assets                       	842   	1,335   	1,240
Short-term debt                     	--     	771     	174
Long-term debt (excluding
     current portion)            	2,713   	1,924   	2,180
(1)The Company has a history of operating losses and has a 
working capital deficit and a deficit in common 
stockholders' equity.  These conditions raise substantial 
doubt about the Company's ability to continue as a going 
concern.  See Note 2 of Notes to Financial Statements.

                         Year Ended December 31, 

                                           	1996    	1997
Balance Sheet Data:		
Working capital 
    (deficit) (1)                       	$(3,341)  $(3,726)
Total assets                              	1,632    	1,269
Short-term debt                           	2,751    	2,547
Long-term debt (excluding 
    current portion)                         	--       	--


	As of December 31, 1997 the Company has received loans 
from affiliates totaling $596,957.  These loans, including 
all accrued and unpaid interest, are due no later than May 1, 
1998.
	
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITIONS AND RESULTS OF OPERATIONS

Results of Operations

Twelve Months Ended December 31, 1997 Compared to Twelve 
Months Ended December 31, 1996

	On April 1, 1997, MetroVision of North America, Inc.
 consummated a merger with 
York Hannover that has been accounted for as a reverse 
acquisition of MetroVision by York Hannover under the 
purchase method of accounting as prescribed by APB Opinion 
16.  Hereinafter the "Company" refers to York Hannover
and its acquired business MetroVision.
Accordingly, the historical financial statements of the 
Company prior to the merger have been changed to reflect the 
historical financial statements of York Hannover after giving 
effect to a recapitalization of the historical stockholders' 
equity of York Hannover.  Therefore, the 1997 historical 
period includes twelve months of operations of York Hannover 
and nine months of operations of MetroVision.  The 1996 
historical period represents the operations of York Hannover.

On November 30, 1997 the Company announced its plans to discontinue
its MetroVision media operations, effective February 28, 1998.  The
Company will shut-down the operations and will not receive any proceeds
related to the shutdown.  As a result of the discontinuance, the related
assets, liabilities and results of operations are segregated in the
consolidated statement of operations and cash flows.  Net revenue
and operating expenses have been reclassified for amounts associated 
with the discontinued operations.  net revenues attributable to the
discontinued operations were $329,203 in 1997.


Net Revenues.  Net Revenues for the twelve months ended 
December 31, 1997, were $768,017 an increase of 71.5% or 
$320,172 from net revenues of $447,845 for the twelve months 
ended December 31, 1996.  This increase in net revenues for 
the twelve months ended December 31, 1997 was attributable to 
an increase in equity in earnings from York Hannover 
Partnership.

Selling, General and Administrative Expenses.  Selling, 
general and administrative expenses for the twelve months 
ended December 31, 1997, were $254,197, an increase of 95.5% 
or $124,186 from selling, general and administrative expenses 
of $130,011 for the twelve months ended December 31, 1996.  
This increase was primarily attributable to increases in 
costs incurred in connection with the merger of MetroVision 
with York Hannover.

Management Fees.  Management fees for the twelve months ended 
December 31, 1997, were $75,000, a decrease of 71% or $186,00 
from management fees of $261,000 for the twelve months ended 
December 31, 1996.  This decrease was attributable to the 
reduction in management fees as a result of the merger.

Other Expenses.  Other expenses primarily include interest 
expense on a note payable to National HealthCare Corporation 
partially offset by the amortization of a Non-Compete 
Agreement.  Other net expenses for the twelve months ended 
December 31, 1997, were $277,162, an increase of 680.4% or 
$241,646 from other expenses of $35,516 for the twelve months 
ended December 31, 1996.  This increase was primarily the 
result of a reduction in income from the amortization of 
deferred revenue and a $66,914 loss on the sale of marketable 
securities in 19997.

Liquidity and Sources of Capital

	At December 31, 1997, the Company had negative working 
capital of $3,725,997 and a ratio of current assets to 
current liabilities of (.01) as compared to (.14) at December 
31, 1996.  Cash was $58,291 at December 31, 1996 and $11,956 
at December 31, 1997.  Marketable securities decreased to $0 
at December 31, 1997 from $446,041 at December 31, 1996.  In 
January and February 1997 the Company received proceeds 
aggregating to $399,198 from the sale of its Marketable 
Securities.  These funds were primarily used to repay margin 
loans of $275,537, notes payable to former shareholders of 
$94,199 and other operating expenses.  Accumulated deficit 
increased $1,338,147 from $2,201,928 at December 31, 1996 to 
$3,540,075 at December 31, 1997.  This increase is the result 
of the net loss for the period ended December 31, 1997.

	As of December 31, 1997, the Company's primary asset was 
its ownership of a 40% interest in York Hannover Partnership 
(the "Partnership Interest").  For the twelve months ended 
December 31, 1997, the Company's equity in earnings from the 
Partnership totaled $768,016. The Company does not have 
control over distributions made by the Partnership 
(the "Partnership").  All Partnership distributions are 
subject to the availability of York Hannover Partnership 
cash.

	The Company is not currently generating sufficient cash 
flow to fund its operations and is dependent on other 
financing in order to sustain its operations.  Although there 
can be no assurance, the Company believes that, based on 
currently proposed plans and assumptions relating to the 
proposed sale of its Partnership Interest that proceeds will 
be sufficient to satisfy the Company's contemplated cash 
requirements for 1998.
Such cash requirements primarily relate to the payment of principal and
interest on the outstanding note payable to National HealthCare ("NHC)
and other liabilities owed to unrelated third party creditors.

The above discussion and the Company's financial statements have been
presented on the basis that is is a going concern, which contemplates the 
realization of assets and the satisfaction of liabilities in the normal
coarse of business.  The factors discussed below raise a substantial
doubt about the Company's ability to continue as a going concern.

 There can be no assurance, however, 
that the Company will be successful in its new business 
endeavors or able to generate revenues or ever achieve 
profitable operations.  The Company has outstanding a 
$1,950,000 promissory note payable to National HealthCare 
Corporation ("NHC") that became due on December 31, 1997 and 
is currently in default and payable on demand.  Accrued 
interest in the promissory note is $161,340 as of December 
31, 1997.  The Company currently does not have the financial 
resources necessary to meet its payment obligation other than 
from proceeds from the anticipated sale of the interest in 
York Hannover Partnership.  In the event the Company is 
unable to meet its payment obligation and the promissory note 
is not re-negotiated, NHC, as a secured creditor, has the 
right to take possession of or otherwise sell the interest in 
the Partnership in satisfaction of the indebtedness and may 
seek recourse against the Company's other assets, if 
necessary.  In addition, as a result of the current default, 
it is anticipated that the Company will be required to pay 
certain additional interest beginning January 1, 1998.  The 
Company also has outstanding a $596,957 working capital note 
payable (including accrued interest) to Lenox Healthcare, 
Inc. (an affiliate of the Company) that becomes due in May of 
1998.

	Subsequent to December 31, 1997, the Company engaged in 
negotiations to sell its 40 % interest in the Partnership to 
and affiliate of United Professional Companies, Inc. ("UPC").  
There can be no assurance that the proceeds from the proposed 
sale will be sufficient to satisfy all of the outstanding 
obligations of the Company.  UPC currently has a 60% interest 
in the Partnership.  It is anticipated that upon closing of 
the proposed sale, the proceeds will be held in escrow 
pending approval of the Company's shareholders.  It is 
anticipated that the proceeds from the sale will be used 
first to satisfy the note payable and related accrued 
interest to NHC.

	Additionally, subsequent to December 31, 1997, the 
majority holders of the 5% Series A Preferred Stock have 
asserted certain claims against the Company which could have 
a material adverse impact on the Company's financial 
position.  Although management does not believe these 
assertions represent obligations of the Company as of 
December 31, 997, management is currently discussing these 
assertions with the preferred shareholders in conjunction 
with the structuring of the proposed sale of the Partnership.  
Management believes that these assertions will be resolved 
during 1998 through ongoing discussions with the preferred 
shareholders but is unable to determine the ultimate outcome 
of the ongoing discussions.

	Subsequent to the anticipated sale of the Partnership 
and subject to shareholder approval, management intends to 
seek merger opportunity with other entities in 1998.  
However, no such merger opportunities are currently known and 
there can be no assurance that the Company will be able to 
locate such a merger opportunity in 1998.

	The Company has not identified any potential sources of 
debt or equity financing and there can be no assurance that 
the Company will be able to obtain additional financing if 
and when needed or that, if available, financing will be on 
terms acceptable to the Company.  Furthermore, the results of 
these matters cannot be predicted and there is no assurance 
that the Company will continue in existence.

	In the event the Company's plans change or its 
assumptions change or prove inaccurate or proceeds of the 
sale of the Partnership Interest prove to be insufficient to 
payoff the Company's debt and operating liabilities, the 
Company may be required to seek additional financing.  The 
Company has no current arrangements with respect to or 
sources of additional financing other than the current 
working capital line of credit or the sale of its Partnership 
Interest, and there can be no assurance that financing will 
be available to the Company on commercially reasonable terms, 
if at all.  Any inability to obtain additional financing 
could have a material adverse effect on the Company, 
including possibly requiring the Company to significantly 
curtail or cease its operations.

Recently Issued Accounting Standards

	Statement of Financial Accounting Standards No. 128, 
"Earnings per Share" ("SFAS 128"), has been issued effective 
for fiscal periods ending after December 15, 1997.  SFAS 128 
establishes standards for computing and presenting earnings 
per share.  The Company is required to adopt the provisions 
of SFAS 128 in the fourth quarter of 1997.  Under the 
standards established by SFAS 128, basic earnings per share 
is computed by dividing net income by the weighted average 
number of common shares outstanding during the year.  Due to 
the Company's option and warrant prices compared to the 
respective market value of those instruments, the effects of 
SFAS No. 128 have no impact to the Company's reported 
earnings per share amounts.

Year 2000 Compliance

	The Company is currently in the process of evaluating 
its information technology infrastructure for Year 2000 
Compliance.  The Company does not expect that the cost to 
modify its information technology infrastructure to be Year 
2000 compliant will be material to its financial condition or 
results of operations.  The Company does not anticipate any 
material disruption in its operations as a result of any 
failure to be in compliance.  However, the Company currently 
does not have any information concerning the Year 2000 Compliance 
status of York Hannover Partnership's customers, suppliers 
and third party payors.  In the event that any of York 
Hannover Partnership's significant suppliers, customers or 
third party payors do not successfully and timely achieve 
Year 2000 Compliance, the Company's business and operations 
could be adversely affected.

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

	The response to this item is submitted in a separate 
section of this report.

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE

	None.






ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Meetings of the Board

	During the fiscal year ended December 31, 1997 the Board 
of Directors of the Company held 3 meetings.  During such 
period, each of the current directors of the Company attended 
75% or more of the aggregate of (1) the total number of 
meetings of the Board of Directors and (2) the total number 
of meetings held by all committees of the Board on which such 
director served.

	The Board of Directors has three committees - an Audit 
Committee, a Compensation Committee and a Stock Option Plan 
Committee.

	The Compensation Committee makes recommendations to the 
Board of Directors regarding remuneration of executive 
officers and directors of the Company and the Stock Option 
Plan Committee was established to review the internal 
accounting procedures of the Company and to consult with and 
review the Company's independent auditors and the services 
provided by such auditors.

	The Stock Option Plan Committee, the Audit Committee and 
the Compensation Committee did not meet during the fiscal 
year.

Name                   	Age           	Position Held        	Director 
                                                               Since
Thomas M. Clarke        	42           	Pres, CEO & Dir         	1997
Linda M. Clarke         	45           	Exec VP, Treas & Dir    	1997
Lawrence B. Cummings    	42           	Director                	1997
Robert F. Hussey        	48           	Director                	1991
Courtlandt G. Miller    	45           	Director                	1997
David M. Fancher        	38           	CFO & Director          	1997

	Thomas M. Clarke, age 42, has been the President and CFO 
of Lenox Healthcare, Inc. since 1991.  Mr. Clarke has over 16 
years of experience in the Healthcare industry and has held 
positions with public and private Healthcare organizations.  
Mr. Clarke is a Fellow in the Healthcare Financial Management 
Association.  Mr. Clarke is a graduate of the University of 
Maine and completed his Masters in Science in Business at 
Husson College.

	Linda M. Clarke, age 45, has been Treasurer of Lenox 
Healthcare, Inc. since 1991.  Mrs. Clarke has over seven years 
experience in the Healthcare industry.  In addition to her 
position with Stockbridge, Mrs. Clarke was previously employed 
by the Houlton Regional Hospital Development Office and 
participated in various fundraising activities.  Mrs. Clarke 
attended the University of Maine and was previously employed 
by the Maine School Administrative District #29 for 5 years.  
She continues to be Treasurer of Stockbridge Investment 
Partners, Inc. as well as Treasurer of several other privately 
held Healthcare companies.

	Lawrence B. Cummings, age 42, is the Chief Executive 
Officer of Stockbridge Investment partners, Inc.  Mr. 
Cummings has over ten years of health care experience and is 
an active investor in the health care industry.  From 1989 to 
1992, Mr. Cummings was Chairman of the Board, Chief Executive 
Officer and President of Providence Health Care, Inc. 
("Providence"), a Cleveland, Ohio based publicly-traded 
nursing home management company which Mr. Cummings founded 
and which was acquired by the Multicare Companies, Inc. in 
1992.  Mr. Cummings received his undergraduate degree from 
Harvard University and a Masters in Business Administration 
from Harvard Business School.  On May 23, 1996, a Final 
Judgment of Dissolution of Marriage was entered transferring 
certain assets to Mr. Cummings' former spouse and ordering 
Mr. Cummings to pay her over $6.0 million, which has been 
appealed.  As a result of this order and other personal 
indebtedness, on August 20, 1996, Mr. Cummings filed for 
personal reorganization under Chapter 11, which case is now 
pending in the U.S. Bankruptcy court for the Southern 
District of Florida.

	Robert F. Hussey, age 48, has served as a director of 
MetroVision since February 1991.  From July 1985 to May 1991, 
Mr. Hussey was President and Chief Executive Officer of POP 
Radio Corporation, an alternative media company which created 
an in-store broadcasting network.  POP Radio was purchased in 
1991 by Heritage Media Corporation.  From 1979 to 1985, Mr. 
Hussey was Vice President of Grey Advertising.  Mr. Hussey has 
also held marketing positions at E.F. Hutton and American Home 
Products.  He is a director of Ivex Corporation, a private 
company engaged in electronic hardware and software design and 
manufacturing.  Mr. Hussey is a graduate of Georgetown 
University and received his Masters in Business Administration 
from George Washington University.

	Courtlandt G. Miller, age 45, is a private investor.  
From 1988 until its purchase by Value Health Inc. in 1995, Mr. 
Miller was Executive Vice President and general counsel of 
Diagnostek, Inc., a New York Stock Exchange traded, pharmacy 
benefit management company.  He is also a director of 
PowerBike, LLC, a privately held technology company.  Mr. 
Miller is a graduate of Fordham University and received his 
law degree from the Tulane University School of Law.

	David M. Fancher, age 38, joined MetroVision in November 
1994 and is Vice President and Chief Financial Officer of the 
Company.  Prior to joining MetroVision, Mr. Fancher served as 
Controller for McMillan Publishing, Professional Business 
Reference Division, between 1991-1994, and for Chemical Waste 
Management, a wholly owned subsidiary of Waste Management, 
Inc. between 1988-1991.  Mr. Fancher is a graduate of Monmouth 
University with a B.S. Degree in Business Administration.

ITEM 11.	EXECUTIVE COMPENSATION

	The following table sets forth all cash compensation 
paid by the Company, as well as certain other compensation 
paid or accrued, for the fiscal years ended December 31, 
1995, 1996 and 1997 to the Company's President.  None of the 
Company's executive officers, including the Company's 
President, had a total annual salary and bonus exceeding 
$100,000 in the reported years.




SUMMARY COMPENSATION TABLE

Free type table - will be quicker
(1)	The value of perquisites and other personal benefits, 
securities and other property paid to or  accrued for Mr. 
Clarke and Mr. Hussy did not exceed the lesser of $50,000 
or 10% of such officer's total reported annual salary and 
bonus, and thus are not included in the table.
(2)	Mr. Clarke served as Chairman of the Board of Directors 
and Chief Executive Officer during fiscal year 1997 after 
the effective date of the Merger on April 2, 1997.

Stock Options

	The following table contains information concerning the 
grant of stock options under the Company's 1991 Stock Option 
Plan to the Company's President during the last fiscal year.

Option Grants in Last Fiscal Year


Free type table - will be quicker

	The following table summarizes for the Company's 
President the total number of unexercised options held at 
December 31, 1997 and the aggregate dollar value of in-the-
money, unexercised options held at December 31, 1997.  The 
value of an unexercised, in-the-money option at fiscal year 
end is the difference between its exercise or base price and 
the fair market value of the underlying stock on December 31, 
1997, which was $.28 per share.  These values have not been 
and may never be, exercised; and actual gains, if any, on 
exercise will depend on the value of shares of Common Stock 
on the date of exercise.  There can be no assurance that 
these values will be realized.




Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Option Value
                                       Annual                                   
                                   Compensation (1)    Long-Term
Name & Principal Position   Year       Salary         Compensation

Thomas M. Clarke            1997          $0               $0

Robert F. Hussey            1997          $0               $0


(1)The value of perquisites and other personal benefits, securities and other
 property paid to or accrued for Mr. Clarke and Mr. Hussey did not exceed the
 lesser of %50,000 or 10% of such officer's total reported annual salary and
 bonus, and thus are not included in the table.

Stock Options

     The following table contains information concerning the grant of stock
options under the Company's 1991 Stock Option Plan to the Company's President
during the last fiscal year.

                     Options Grants in Last Fiscal Year

Name             Number of Shares       Percent of total Options    Exercise
                 Underlying Options    Granted to Employees in      Price Per
                    Granted               Fiscal Year 1997            Share

Thomas M. Clarke         0                       0%                    n/a


Employment Agreements

	The Company entered into employment agreements with 
Messrs. Clarke and Cummings which expire on April 1, 2000.  
The agreement provided that Messrs. Clarke and Cummings will 
not engage in a business competitive with the Company's 
current and anticipated business for the term of the 
agreement and for two years thereafter.

Option Plan

	In June 1991, the Board of Directors approved the 
Company's Stock Option Plan (the "Option Plan") which was 
approved by the Company's shareholders on December 7, 1991.  
The Option Plan is administered by the Board of Directors or 
a committee appointed by the Board.  Pursuant to the Option 
Plan, options to acquire an aggregate of 900,000 shares of 
Common Stock may be granted.  The Option Plan provides for 
grants to employees, consultants and director of the Company 
or any parent or subsidiary (as defined in the Option Plan) 
of the Company.

	The Option Plan authorized the Board to issue incentive 
stock options ("ISOs), as defined in Section 422A of the 
Internal Revenue Code of 1986, as amended (the "Code"), and 
stock options that do not conform to the requirements of the 
Code section ("Non-ISOs").  Consultants and directors who are 
not also employees of the Company may only be granted Non-
ISOs.  The exercise price of each ISO may not be less than 
100% of the fair market value of the Common Stock at the time 
of grant, except that in the case of a grant to an employee 
who owns 10% or more of the outstanding stock of the Company 
or a subsidiary or parent of the Company (a "10% 
Stockholder"), the exercise price shall not be less than 110% 
of the fair market value on the date of grant.  The exercise 
price of each Non-ISO granted under the Option Plan may not 
be less that 85% of the fair market value of the Common Stock 
at the time of grant or 110% of the fair market value in the 
case of a Non-ISO granted to a 10% Stockholder.  ISOs may not 
be exercised after the tenth anniversary (fifth anniversary 
in the case of any option granted to a 10% Stockholder) of 
their grant.  Options may not be transferred during the 
lifetime of an optionholder.  No stock options may be granted 
under the Option Plan after May 31, 2001.  Subject to the 
provisions of the Option Plan, the Board has the authority to 
determine the individuals to whom the stock options are to be 
granted, the number of shares to be converted by each option, 
the exercise of the option, the terms for the payment of the 
option price and other terms and conditions.  Payments by 
optionholders upon the exercise of an option may be made (as 
determined by the Board) in cash or such other form of 
payment as may be permitted under the Option Plan, including, 
without limitation, by promissory note of by shares of Common 
Stock.

	To date, 125,000 options have been granted under the 
Option Plan, of which none have been exercised.  All options 
granted under the Option Plan have been granted with an 
exercise price not less than 100% of the fair market value of 
the Common Stock on the date of grant.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

Principal Stockholders

	The following table sets forth information, as of April 
10, 1998, based on information obtained from the persons 
named below or from reports filed on Schedule 13G or 13D, 
with respect to the beneficial ownership of the shares of 
Common Stock by each person known by the Company to be the 
beneficial owner of more than five percent (5%) of the 
outstanding shares of Common Stock, each director, and all 
officers and directors as a group.  Each of the persons named 
below has sole voting power and sole investment power with 
respect to the shares set forth opposite his name, except as 
otherwise noted.


Name of Beneficial           	Amt. & Nature	        % of Outstanding
      Owner	                  Of Ownership	(1)        Shares Owned		
Robert F. Hussey (3)           		128,296 (2)		            		2.3%
Thomas M. Clarke (3)         		4,294,925 (4)(5)          		73.7%
Linda M. Clarke (3)	          	4,044,925 (6)           				72.6%
David M. Fancher (3)	           	135,650 (7)	            			2.4%
Lawrence B. Cummings (3)`	    	4,250,000 (5)           				73.0%
Courtlandt G. Miller (3)	         	4,347		                  		*
William G. Walters
c/o Whale Securities
650 Fifth Avenue
New York NY 10019              		421,628		                		7.6%
All officers and 
directors as a group
(seven persons)	              	4,563,218 (2)-(7)           81.2%	
* 	Less than 1%.

(1)Unless otherwise noted, the Company believes that all 
persons named in the table have sole voting and investment 
power with respect to all shares of Common Stock 
beneficially owned by them.

(2)Includes 4,331 shares issuable upon conversion of shares 
of 5% Preferred Stock, 32,697 shares issuable upon the 
exercise of immediately exercisable warrants.

(3)The address of this individual is c/o the Company, 75 
South Church Street, Suite 650, Pittsfield, MA 01201.

(4)Includes 826 shares owned by Mr. Clarke's wife (as to 
which Mr. Clarke disclaims beneficial ownership), 22,630 
shares owned by Greylock Health Corporation, of which Mr. 
Clarke is a controlling stockholder, and 21,469 shares 
owned by Lenox Healthcare, Inc., of which Mr. Clarke is a 
principal shareholder.

(5)Represents 4,000,000 shares owned by Stockbridge 
Investment Partners, Inc., of which the named individual 
is a principal stockholder and director, and immediately 
exercisable warrants to purchase 250,000 shares granted to 
the named individual.

(6)Represents 4,000,000 shares owned by Stockbridge 
Investment Partners, Inc., of which the named individual 
is a principal stockholder and director, including 22,630 
shares owned by Greylock Health Corporation, of which Ms. 
Clarke is a controlling stockholder, and 21,469 shares 
owned by Lenox Healthcare, Inc., of which Ms. Clarke is a 
principal shareholder.

(7)Includes 132,607 shares issuable upon the exercise of 
immediately exercisable stock options.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Transactions


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

(a)(1)	Index of Financial Statements

	The following consolidated financial statements of 
MetroVision of North America, Inc. are included:

	Report of independent public accountants - December 31 
	1997 and 1996.
	Consolidated balance sheets - December 31, 1997 and 
	1996.
	Consolidated statements of operations - years ended 
	December 	31, 1997 and 1996
	Consolidated statements of stockholders deficit - years 
	ended December 31, 1997 and 1996.
	Consolidated statements of cash flows - years ended 
	December 	31, 1997 and 1996.
	Notes to consolidated financial statements - December 
	31, 	1997

	The following financial statements of York Hannover 
Partnership are included:

	Report of independent public accountants - December 31, 
	1997 and 1996.
	Balance sheets - December 31, 1997 and 1996.
	Statements of income - December 31, 1997 and 1996.
	Statement of partners' capital - December 31, 1997 and 
	1996.
	Statements of cash flows - December 31, 1997 and 1996.
	Notes to financial statements - December 31, 1997 and 
	1996.

(a)(2)	Index of Financial Statement Schedules

	All other schedules for which provision are made in the 
applicable accounting regulation of the Securities and 
Exchange Commission are not required under the related 
instructions or are not applicable and therefore, have been 
omitted.

(a)(3)	Exhibits

3.1(1)	Restated Certificate of Incorporation, as amended.
3.2(1)	Certificate of Amendment to Restated Certificate of 
Incorporation.
3.3(1)	By-laws.
4.1(1)	Unit Purchase Option sold to Whale Securities., L.P. 
in December, 1991.
4.2(4)	Form of Underwriters Warrant Agreement between the 
Company and  Whale Securities., L.P.
4.3(1)	Specimen Common Stock Certificate.
4.4(4)	Form of Class B Warrant Agreement and Warrant 
Certificate.
10.1(3)Agreement, dated November 1, 1992 between the Company 
and TargetVision Inc. relating to the licensing of 
software.
10.2(1)Agreement dated August 9, 1989 between the Company and 
the Port Authority Trans Hudson.
10.3(1)Agreement dated July 29, 1987 between the Company and 
the Chicago Transit Authority.
10.4(1)Agreement dated January 19, 1987 between the Company 
and the Southeastern Pennsylvania Transit Authority.
10.5(1)Agreement dated August 30, 1992 between the Company 
and the San Francisco Bay Area Rapid Transit District.
10.6(1)Agreement dated August 13, 1992 between the Company 
and the Massachusetts Bay Transit Authority.
10.7(1)1991 Stock Option Plan of the Company and forms of 
incentive stock option agreement and non-qualified 
stock option agreement. *
10.8(4)1993 Non Employee Directors Stock Option Plan of the 
Company. *
10.11(1)Agreement dated October 3, 1991 by and between the 
City of Syracuse and the Company.
10.12(1)Financial Consulting Agreement entered into with 
Whale Securities Co. L.P. in December 1991.
10.13(2)Stock Purchase Agreement, dated October 28, 1992 by 
and among the Company, A. Leigh Baier, all of the 
stockholders of record and warrant holders of 
Touchtel, Inc., and certain persons who loaned money 
to Touchtel, Inc.
10.14(3)Agreement dated October 28, 1991, between Touchtel 
Inc. and the Port Authority of New York and New 
Jersey.
10.16(4)Registration Rights Amendment, dated April 16, 1993 
between the Company and Transportation Displays Inc. 
("TDI")
10.17(4)Standstill and Non-Competition Agreement , dated 
April 16 1993 between the Company and TDI.
10.24(4)Agreement dated May 1993 between the Company and 
Robert F. Hussey.
10.25(4)Promissory Note dated May 24, 1993 by the Company to 
Robert Hussey.
10.26(4)Warrant dated May 24, 1993 issued to Robert F. 
Hussey.
10.27(4)Agreement dated March 8, 1993, between the Company 
and Chiel Communication of America, Inc.
10.28(4)Form of Financial Consulting Agreement entered into 
with Whale Securities Co. L.P.
10.29(4)Form of Agreement dated September 1993 by the Company 
to Bridge Investor.
10.31(4)Form of Agreement dated September 1993 issued to 
Bridge Investor.
10.32(4)Form of Agreement between the Company and certain 
holders of options and warrants to purchase the 
Company's Common Stock and 5% Preferred Stock.
10.33(4)Merger Agreement dated May 10, 1996 between the 
Company and York Hannover Pharmaceuticals, Inc.

	Exhibits to the Company's 1991 Registration Statement of 
Form S-1 and its pre-effective amendments are incorporated 
herein by reference.

	Exhibits to the Company's Current Report of Form 8-K 
dated December 10, 1992 are incorporated herein by reference.

	Exhibits to the Company's Post Effective Amendment No. 2 
to the Registration Statement of Form S-1 filed February 16, 
1993 are incorporated herein by reference.

	Exhibits to the Company's 1993 Registration Statement on 
Form S-1 (File No. 33-67786) and its pre-effective amendments 
are incorporated herein by reference.







	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 
Pittsfield and State of Massachusetts on the 14th day of 
April, 1998.

METROVISION OF NORTH AMERICA, INC.

By:	
	Thomas M. Clarke
	President and CEO

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

                                       	Titles               	Date
		
		
Thomas M. Clarke            	Pres., CEO and Director        	4/14/98
		
		
Linda M. Clarke	Treas.,      Sec. and Director              	4/14/98
		
		
Lawrence B. Cummings        	Director                       	4/14/98
		
		
David M. Fancher	CFO and Director	4/14/98





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 
Pittsfield and State of Massachusetts on the 14th day of 
April, 1998.

METROVISION OF NORTH AMERICA, INC.

By:	
	Thomas M. Clarke
	President and CEO

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

                              	 	Titles	                Date
			
/s/ Thomas M. Clarke			
Thomas M. Clarke	           	Pres., CEO and Director  	4/14/98
			
/s/ Linda M. Clarke			
Linda M. Clarke	            	Treas., Sec. and Director	4/14/98
			
/s/ Lawrence B. Cummings			
Lawrence B. Cummings       		Director                 	4/14/98
			
/s/   David M. Fancher			
David M. Fancher           		CFO and Director         	4/14/98



METROVISION OF NORTH AMERICA, INC.


CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

TOGETHER WITH REPORT OF 

INDEPENDENT PUBLIC ACCOUNTANTS





REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To MetroVision of North America, Inc.:


We have audited the accompanying consolidated balance sheets of 
METROVISION OF NORTH AMERICA, INC. (a New York corporation) as of 
December 31, 1997 and 1996, and the related consolidated 
statements of operations, common stockholders' deficit and cash 
flows for the years then ended.  These consolidated financial 
statements are the responsibility of the Company's management.  
Our responsibility is to express an opinion on these consolidated 
financial statements based on our audits.  

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audits to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that 
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the financial 
position of MetroVision of North America, Inc. as of December 31, 
1997 and 1996, and the consolidated results of its operations and 
its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

The accompanying consolidated financial statements have been 
prepared assuming that the Company will continue as a going 
concern.  As discussed in Note 2 to the financial statements, the 
Company has suffered recurring losses from operations and has a 
net capital deficiency and a net working capital deficiency at 
December 31, 1997.  The Company has an outstanding note payable 
and related accrued interest in the total amount of $2,111,340 
that was due on December 31, 1997.  In the event the Company is 
unable to meet its payment obligation and the promissory note is 
not re-negotiated, the secured creditor has the right to take 
possession of or otherwise sell the Company's interest in the 
York Hannover Partnership in satisfaction of the indebtedness and 
may seek recourse against the Company's other assets, if 
necessary.  The Company also has outstanding a $596,957 working 
capital note payable to an affiliate of the Company that becomes 
due in May of 1998.  In addition, as discussed in Note 7, certain 
holders of the Company's preferred stock currently assert that 
total cumulative unpaid preferred stock dividends of $902,000 are 
due and payable and that the Company's proposed sale of its 
interest in York Hannover Partnership during 1998 would obligate 
the Company to pay a liquidation preference to the Preferred 
Stockholders of $3,605,855.  Management believes that these 
assertions will be resolved during 1998 through ongoing 
discussions with the preferred shareholders but is unable to 
determine the ultimate outcome of the ongoing discussions.  These 
matters raise substantial doubt about the Company's ability 




to continue as a going concern.  Management's plans in regard to 
these matters, including its intent to seek potential merger 
opportunities in 1998 and its intent to sell its investment in 
York Hannover Partnership during 1998 and utilize the proceeds to 
satisfy the outstanding note payable, are described in Note 2.  
The accompanying consolidated financial statements do not include 
any adjustments relating to the recoverability and classification 
of recorded asset amounts or the amounts and classification of 
liabilities that might be necessary should the Company be unable 
to continue as a going concern.



						ARTHUR ANDERSEN LLP


Nashville, Tennessee
April 9, 1998




                     METROVISION OF NORTH AMERICA, INC.


                       CONSOLIDATED BALANCE SHEETS

                       DECEMBER 31, 1997 AND 1996


                        ASSETS                     	1997       1996
		
CURRENT ASSETS:			
Cash and cash equivalents                        	$11,956   	$58,291
Marketable securities	                                  -   	466,071
TOTAL CURRENT ASSETS                              	11,956   	524,362
			
OTHER ASSETS:		
Investment in York Hannover
   Partnership                                 	1,269,195   	701,179
Due from York Hannover 
   Partnership                                         	-   	160,747		
Due from related parties	                               -   	245,267
TOTAL OTHER ASSETS                             	1,269,195	 1,107,193
		
TOTAL ASSETS                                  	$1,281,151	$1,631,555

The accompanying notes are an integral part of these consolidated 
financial statements.




                       METROVISION OF NORTH AMERICA, INC.


                          CONSOLIDATED BALANCE SHEETS

                          DECEMBER 31, 1997 AND 1996

                                  (Continued)

LIABILITIES AND STOCKHOLDERS' DEFICIT            	1997          	1996
		
CURRENT LIABILITIES:			
Due to related parties                        	$596,957            	$-
Due to Stockbridge Investment
  Partners, Inc.                                     	-       	404,837
Accrued expenses	                               297,765       	370,835
Deferred revenue	                                     -       	743,381
Notes payable	                                1,950,000     	2,346,370
Net liability of discontinued 
  operations                                   	893,231             	-
Total current liabilities                    	3,737,953     	3,865,423
		
STOCKHOLDERS' DEFICIT:		
Preferred stock, $.001 
  par value, 1,280,000
  shares authorized,
  no shares outstanding                             		-             	-	
	Cumulative preferred stock,
  5% series a $.001 par value,
  720,000 shares authorized,
  $5.56 per share redemption
  value and liquidation value,
  648,535 shares issued and
  outstanding	                                     	649	          	649
	Common stock, $.001 par value,
  25,000,000 shares authorized,
  5,574,275 and 1,574,275 shares
  issued and outstanding in 1997
  AND 1996, RESPECTIVELY                         	5,574	         1,574
Unrealized loss on securities,
  net of taxes	                                       -	      	(32,040)
Capital (deficit) in excess of
  par value	                                  1,077,050       		(2,123)	
Accumulated deficit	                         (3,540,075)  		(2,201,928)
Total stockholders' deficit                 	(2,456,802)  		(2,233,868)
Total liabilities and stockholders'
  deficit                                   	$1,281,151	   	$1,631,555







The accompanying notes are an integral part of these consolidated 
financial statements.


                  METROVISION OF NORTH AMERICA, INC.


                CONSOLIDATED STATEMENTS OF OPERATIONS

            FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996


                                               	1997          	1996
		
REVENUES:		
Equity in earnings of York 
   Hannover Partnership                     	$768,017	     	$447,845
Net revenues	                                 768,017	      	447,845
		
OPERATING COSTS AND EXPENSES:		
General and administrative                   	254,197	      	130,011
Management fees                               	75,000	      	261,000
Total operating expenses                     	329,197	      	391,011
Operating income                             	438,820	       	56,834
		
OTHER INCOME (EXPENSE):		
Interest expense, net                       	(292,101)	    	(289,767)
Amortization of deferred
  revenue                                     	33,285      		133,143
Other income (expense), net	                  (18,346)	     	121,108
Total other expense                         	(277,162)     		(35,516)
		
NET INCOME FROM CONTINUING 
  OPERATIONS BEFORE INCOME
  TAXES		                                    	161,658	       	21,318
		
INCOME TAX PROVISION                         	(61,430)	     	(19,331)
		
NET INCOME FROM CONTINUING 
  OPERATIONS                                 	100,228	        	1,987
		
DISCONTINUED OPERATIONS 
  (NOTE 4 ):		
		
Loss from operations of 
  discontinued operations (less
  applicable income tax benefit
  of $45,868)	                            	(1,073,995)            	-
		
Loss on disposal of assets of
  discontinued operations,
  including provision of
  $379,942 for operating
  losses during phase-out
  period (less applicable
  income tax benefit of
  $15,562)	                                  (364,380)           		-
Total loss from discontinued
  operations                              	(1,438,375)	           	-
     		
NET INCOME (LOSS) BEFORE PREFERRED STOCKHOLDER DIVDEND 
REQUIREMENTS	                         	$	  (1,338,147)   $     	1,987

LESS - PREFERRED STOCK DIVIDEND 
       REQUIREMENTS                         	(180,293)  	$	  (180,293)


NET LOSS APPLICABLE TO COMMON STOCK   	$  	(1,518,440)  	$  	(178,306)


BASIC NET LOSS PER COMMON SHARE FROM 
CONTINUING OPERATIONS                 	$        	(.02)  	$      	(.04)

BASIC NET LOSS PER COMMON SHARE FROM 
DISCONTINUED OPERATIONS               	$        	(.28)  	$         	-


BASIC NET LOSS PER COMMON SHARE       	$        	(.30)   $      	(.04)


WEIGHTED AVERAGE NUMBER OF SHARES          	5,180,706       4,000,000



The accompanying notes are an integral part of these consolidated 
financial statements.


METROVISION OF NORTH AMERICA, INC.


         CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' DEFICIT

            FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996




                                  Capital in   Unrealized
               Preferred Common  Excess of Par   Loss on   Accumulated   
                 Stock    Stock     Value      Securities   Deficit     Total
BALANCE, at
 December 31,
 1995          	$	649  	$	1,518 	$	(2,067)       	-$  (2,203,915)	$(2,203,815)

Unrealized loss
on securities,
net of taxes        -         -         -     (32,040)         -      (32,040) 
	
Conversion of 
  warrants          -        56       (56) 
          
Net income          -         -         -           -       1,987       1,987
		

BALANCE, at
December 
31, 1996	        	649   		1,574  		(2,123)   		(32,040)(2,201,928)	(2,233,868)









Common stock
 issued in
 reverse 
 acquisition    -          4,000	300,000             -          -     304,000


Capital
 contribution 
 prior to
  merger        -             -  779,173             -          -     779,173

Sale of
 securities   		-             -      		-      		32,040        		-    		32,040

	Net loss       -             -        -             - (1,338,147)(1,338,147)
		
BALANCE, at
 December 
 31, 1997  	$	649      	$	5,574$1,077,050         $-$ (3,540,075)$(2,456,802)







The accompanying notes are an integral part of these consolidated financial
 statements.




                   METROVISION OF NORTH AMERICA, INC.


                  CONSOLIDATED STATEMENTS OF CASH FLOWS

             FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996


                                                 1997           1996

CASH FLOWS FROM OPERATING ACTIVITIES:



	Net income (loss)
                                           	$	(1,338,147)      $	1,987

	Adjustments to reconcile net income 
    (loss) to net cash used in 
    operating activities:   

			Realized loss on sale of 
    marketable securities                       		66,914           		-

			Amortization of non-compete 
     agreement                                 		(33,285)    	(133,143)


			Income tax provision                           61,340      		19,331

Noncash gain on settlement of 
  debt                                         		(16,000)            -

			Dividends on marketable 
     securities                                        -        (20,953)

		Equity in earnings in excess of 
     distributions of York    
     Hannover Partnership                     		(568,017)     	(147,845)

	     	Discontinued operations, net of taxes  	1,438,375          		-	-

			Changes in operating assets and 
     liabilities:

				  Decrease in accounts receivable                  -      		111,538

   			Decrease in non-current 
        deferred tax asset                             -      		141,876

				Increase (decrease) in accounts 
      payable and other accrued 
      expenses                                    (10,458)      156,972

						Net cash used in continuing 
        operations                             		(399,278)    	(129,763)

	Discontinued Operations:


   	Cash loss from discontinued operations      	(228,855)        		-	-

   	Cash loss on disposal of discontinued
       operations                               		(18,720)          		-

   	Change in discontinued net 
        liabilities                              		11,324           		-

						Net cash used in 
        discontinued operations                		(236,251)            -

						Net cash used in operating 
          activities                           		(635,529)            -


CASH FLOWS USED FOR INVESTING 
ACTIVITIES:

	Loans to York Hannover Partnership, 
     net of payments received                    		49,221       		(55,279)

	Net proceeds from related party loans          		533,231          		(895)

     Capital expenditures for operating 
        equipment                               		(22,718)            		-

	Purchases of marketable securities                   		-       		(30,642)

	Proceeds from sale of marketable 
     securities                                 		399,198         		6,813

						Net cash provided by 
         investing activities                   		958,932          80,003


CASH FLOWS FROM FINANCING ACTIVITIES:

     Notes payable borrowings                         		-       		275,537

	    Principal repayments of notes payable     		(369,738)      	(282,922)

						Net cash used in financing 
         activities                            		(369,738)         (7,385)


NET INCREASE (DECREASE) IN CASH AND 
  CASH EQUIVALENTS                              		(46,335)         42,375


CASH AND CASH EQUIVALENTS, beginning of 
  year                                           		58,291          15,916

CASH AND CASH EQUIVALENTS, end of year          	 $11,956       	$	58,291


Supplemental Disclosures of Cash Flow 
Information:



	Cash paid during the year for 
      interest                                 	$	456,024       	$	41,649


The accompanying notes are an integral part of these consolidated 
financial statements.



                 METROVISION OF NORTH AMERICA, INC.


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     DECEMBER 31, 1997 AND 1996



	1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

		Presentation

On April 1, 1997, MetroVision of North America, Inc. 
("MetroVision") consummated a merger with York Hannover 
Pharmaceuticals, Inc. ("YHPI"), a Florida corporation, in 
a tax-free reorganization as defined in the Internal 
Revenue Code.  The merger has been accounted for as a 
reverse acquisition of MetroVision by YHPI under the 
purchase method of accounting as prescribed by APB 
Opinion 16.  Hereinafter, "the Company" refers to YHPI 
and its acquired business, MetroVision.  Accordingly, the 
historical financial statements of the Company prior to 
the merger have been changed to reflect the historical 
financial statements of YHPI after giving effect to a 
recapitalization of the historical stockholders' equity 
of YHPI.  Therefore, the 1997 historical period includes 
twelve months of operations of YHPI and nine months of 
operations of MetroVision.  The 1996 historical period 
represents the operations of YHPI.  In conjunction with 
the merger on April 1, 1997, the Company effected a 1 for 
4.6 reverse stock split.  Accordingly, all historical per 
share, options, warrants and exercise prices have been 
restated to reflect the stock split.  See Note 3 for 
further discussion of the merger.

		The accompanying financial statements have been prepared 
on the accrual basis of accounting under the assumption 
that the Company will continue as a going concern.  As 
discussed in Note 2, the Company has suffered recurring 
losses from operations and has a stockholders' deficit as 
of December 31, 1997.  See Note 2 for discussion of 
management's plan to satisfy debt requirements and 
finance on-going operations.
	
		Description of Business

Historically, YHPI's only operations and only significant 
asset has been its investment in York Hannover 
Partnership, which is a provider of institutional 
pharmacy services, infusion therapy, third-party billing, 
medical equipment and supplies, respiratory therapy and 
other institutional pharmacy services.  

Historically, MetroVision owned and operated a video 
cable network called the "Commuter Channel" for the 
purpose of providing information (departure and arrival 
times, news, sports, entertainment and advertising) via a 
large screen video display monitor in certain mass 
transit locations.


On November 30, 1997, the Company announced its plans to 
discontinue its MetroVision media operations, effective 
February 28, 1998.  See Note 4 for further discussion of 
the discontinued operations.

		Principles of Consolidation

		The consolidated financial statements as of December 31, 
1997 include the accounts of the Company and a 
wholly-owned subsidiary.  All significant intercompany 
accounts and transactions have been eliminated in 
consolidation.
		
		Cash and Cash Equivalents

		The Company considers all highly liquid investments with 
a maturity of three months or less when purchased to be 
cash equivalents.

		Marketable Securities
		
At December 31, 1996, the Company had marketable 
securities classified as available for sale that were 
recorded based on quoted market prices.  Unrealized gains 
and losses on available for sale securities were recorded 
in accordance with Statement of Financial Accounting 
Standards No. 115, "Accounting for Certain Investments in 
Debt and Equity Securities" ("SFAS 115").  In 1997, the 
Company sold these securities and recorded a realized 
loss of $66,914 .

		System Contracts
	
		MetroVision has installed equipment in public mass 
transit systems pursuant to contractual agreements with 
applicable transit authorities.  The contracts provide 
for payment to transit authorities in the form of 
commissions and certain of these contracts provide for 
minimum guaranteed commissions.  As discussed in Note 4, 
the Company will cease its MetroVision media operations 
effective February 28, 1998.  Management believes 
adequate provision has been made to fulfill its 
obligations to customers.
		
		Revenue Recognition
		
	On August 1, 1995, YHPI and United Professional 
Companies, Inc. ("UPC") formed York Hannover Partnership 
(the "Partnership") for the purpose of providing 
institutional pharmacy services, infusion therapy, 
third-party billing, medical equipment and supplies, 
respiratory therapy and other services.  UPC and the 
Company have a 60% and 40% interest in the Partnership, 
respectively.  The Company's investment in the 
Partnership has been accounted for under the equity 
method of accounting.  The Partnership has a minimum term 
of five years.



		Advertising revenues have been recognized after the 
related advertising has been broadcast over the network.  
If merchandise or services are received prior to the 
advertising being broadcast, a liability is recorded.  
Revenue from installation contracts have been recognized 
on the percentage-of-completion method based on costs 
incurred to date to the total estimated cost at 
completion.   All revenues related to the media 
operations are included in "Loss from operations of 
discontinued operations."

		Income Taxes

In accordance with Statement of Financial Accounting 
Standards ("SFAS") No. 109, "Accounting for Income 
Taxes", the Company establishes deferred tax liabilities 
and assets based on the difference between the financial 
statement and income tax carrying amounts of assets and 
liabilities using existing rates.

		Basic Net Loss Per Common Share

		In 1997, the Financial Accounting Standards Board 
("FASB") issued SFAS No. 128, "Earnings per Share".  The 
Company adopted the provisions of SFAS 128 during the 
fourth quarter of 1997.  Basic net loss per common share 
is computed based on the weighted average number of 
common shares assumed to be outstanding which pertain to 
the respective operations in each period as defined by 
SFAS 128.	  Where anti-dilutive, cumulative convertible 
preferred shares, options and warrants have been excluded 
from the computations and net loss has been adjusted for 
imputed dividends on the convertible preferred stock.  
Fully diluted net loss per common share has not been 
presented as the impact of the preferred shares, options 
and warrants is anti-dilutive.

		Concentration of Credit Risks

The Company's credit risks primarily relate to cash and 
cash equivalents and receivables.  Cash and cash 
equivalents are primarily held in bank accounts.  The 
Company maintains allowances for uncollectible accounts.

		Stock-Based Compensation

		In October 1995, the FASB issued SFAS No. 123, 
"Accounting for Stock-Based Compensation."  The Statement 
encourages, but does not require, companies to record 
compensation expense for stock-based compensation at fair 
value.  The Company has adopted the disclosure 
requirements of SFAS No. 123, but did not change its 
method of accounting for stock-based compensation.

		Use of Estimates

		The preparation of 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 revenues and 
expenses during the reporting period.  Actual results 
could differ from those estimates.

		Reclassifications

		Certain reclassifications of 1996 amounts have been made 
to conform with the 1997 presentation.

	2.	LIQUIDITY

		The Company's inability to generate significant revenues 
to finance operations has resulted in significant net 
losses and negative cash flows from operations as shown 
in the accompanying financial statements.  In addition, 
the Company's current liabilities are significantly 
greater than its current assets as shown in the 
accompanying financial statements.  These conditions have 
significantly weakened the Company's liquidity and 
financial position and raise substantial doubt about the 
Company's ability to continue as a going concern.

		The Company has outstanding a $1,950,000 promissory note 
payable to National HealthCare Corporation ("NHC") that 
became due on December 31, 1997 and is currently in 
default and payable on demand.  Accrued interest on the 
promissory note payable to NHC is $161,340 as of December 
31, 1997.  The Company currently does not have the 
financial resources necessary to meet its payment 
obligation other than from proceeds from the anticipated 
sale of the interest in York Hannover Partnership (the 
"Partnership").  In the event the Company is unable to 
meet its payment obligation and the promissory note is 
not re-negotiated, NHC, as a secured creditor, has the 
right to take possession of or otherwise sell the 
interest in the Partnership in satisfaction of the 
indebtedness and may seek recourse against the Company's 
other assets, if necessary.  In addition, as a result of 
the current default, it is anticipated that the Company 
will be required to pay certain additional interest 
beginning January 1, 1998.  The Company also has 
outstanding a $596,957 working capital note payable 
to Lenox Healthcare, Inc. 
("Lenox", an affiliate of the Company) that becomes due 
in May of 1998.  See Note 6 for discussion of the note 
payable to NHC and Note 10 for discussion of the working 
capital note payable to Lenox.

Subsequent to December 31, 1997, the Company engaged in 
negotiations to sell its 40% interest in the Partnership 
to an affiliate of UPC.  There can be no assurance that 
the proceeds from the proposed sale will be sufficient to 
satisfy all of the outstanding obligations of the 
Company.  UPC currently has a 60% interest in the 
Partnership (see Note 5).  It is anticipated that upon 
closing of the proposed sale, the proceeds will be held 
in escrow pending approval of the Company's shareholders.  
It is anticipated that the proceeds from the sale will be 
used first to satisfy the note payable and related 
accrued interest to NHC.

Additionally, subsequent to December 31, 1997, the 
majority holders of the 5% Series A Preferred Stock have 
asserted certain claims against the Company which could 
have a material adverse impact on the Company's financial 
position.  Although management does not believe that 
these assertions represent obligations of the Company as 
of December 31, 1997, management is currently discussing 
these assertions with the preferred shareholders in 
conjunction with the structuring of the proposed sale of 
the Partnership.  Management believes that these 
assertions will be resolved during 1998 through ongoing 
discussions with the preferred shareholders but is unable 
to determine the ultimate outcome of the ongoing 
discussions.  See Note 7 for further discussion of this 
contingency.

Subsequent to the anticipated sale of the Partnership and 
subject to shareholder approval, management intends to 
seek merger opportunities with other entities in 1998.  
However, no such merger opportunities are currently known 
and there can be no assurance that the Company will be 
able to locate such a merger opportunity in 1998.

		The Company has not identified any potential sources of 
debt or equity 	financing and there can be no assurance 
that the Company will be able to obtain additional 
financing if and when needed or that, if available, 
financing will be on terms acceptable to the Company.  
Furthermore, the results of these matters cannot be 
predicted and there is no assurance that the Company will 
continue in existence.  The financial statements do not 
include any adjustments to reflect the possible future 
effects of the recoverability and classification of 
assets or amounts and classification of liabilities that 
may result from the possible inability of the Company to 
continue as a going concern.

	3.	MERGER OF YORK HANNOVER PHARMACEUTICALS, INC. AND 
METROVISION OF NORTH AMERICA, INC.

On April 1, 1997, MetroVision merged with YHPI in a 
transaction that has been accounted for as a reverse 
acquisition of MetroVision by YHPI.  The merger has been 
accounted for under the purchase method of accounting as 
prescribed by APB Opinion 16.  Accordingly, the 
historical financial statements of the Company prior to 
the merger have been changed to reflect the historical 
financial statements of YHPI.  The statements of common 
stockholders' equity have been converted from YHPI's 
capital stock structure to the Company's capital stock 
structure.

Under terms of the agreement, YHPI distributed (prior to 
the merger) all of its assets and liabilities to 
Stockbridge Investments Partners, Inc. ("SIP", an 
affiliated entity owned by certain stockholders of the 
Company) except for YHPI's 40% interest in the 
Partnership and YHPI's note payable to NHC and related 
accrued interest.  The net liabilities distributed of 
$770,173 have been reflected as a capital contribution in 
the statements of common stockholders' equity.  Each 
share of YHPI common stock outstanding on April 1, 1997 
(a total of 1,000 shares) was converted into 4,000 shares 
of the Company's common stock, or an aggregate of 
4,000,000 shares of common stock, constituting 
approximately 72% of the shares of common stock after the 
merger.  In addition, the Company issued certain warrants 
to two members of SIP's management, as discussed in Note 
9.  If all of such warrants were exercised (and assuming 
no other increases on the Company's capital stock), these 
two members of SIP's management would beneficially own, 
directly and through SIP, approximately 78% of the 
Company's outstanding common stock.  No warrants were 
exercised in 1997.  On April 1, 1997, simultaneous with 
the merger and pursuant to shareholder approval at a 
Special Meeting of Shareholders, the Company filed an 
amendment to its Restated Certificate of Incorporation to 
effect a 1 for 4.6 reverse stock split. 

The acquisition of MetroVision was accounted for using 
the purchase method of accounting.  The shares 
attributable to MetroVision's operations were valued at 
an estimated fair market value of $300,000 on the date of 
merger.  The excess of the consideration paid over the 
fair market value of the net assets was assigned to 
goodwill.

The following unaudited pro forma results of the Company 
for the year ended December 31, 1997 are presented as if 
the merger had occurred on January 1, 1997.  The 
unaudited pro forma information is presented for 
informational purposes only and is not necessarily 
indicative of the operating results that would have 
occurred had the merger been consummated on January 1, 
1997, nor are they necessarily indicative of future 
operating results.


                                                             Year Ended
                                                             December 31,
                                                                 1997


                                                             Unaudited

Net income from continuing operations                       	$	100,228

Discontinued operations:


	Loss from operations of discontinued 
   operations                                              	(1,209,301) 	

	Loss on disposal of assets of 
     discontinued operations                                		(364,380)

		Total loss from discontinued operations                  	(1,573,681) 	

Net loss		                                                  (1,473,453)

Less - preferred stock dividends                            		(180,293)

Net loss applicable to common stock                      	$	(1,653,746)

Basic net loss per common share from 
   continuing operations                                       	$	(.02)

Basic net loss per common share from 
discontinued operations                                        	$	(.28)

Basic net loss per common share
                                                               	$	(.30)


	Loss from operations of discontinued operations in the 
above unaudited pro forma of operations includes a full 
year of results of operations of MetroVision.  

	4.	DISCONTINUED OPERATIONS 

	On November 30, 1997, the Company announced its plans to 
discontinue its MetroVision media operations, effective 
February 28, 1998.  The Company will shut-down the 
operations and will not receive any proceeds related to 
the shut-down as the remaining assets have been written 
off as discussed further below.  As a result of the 
discontinuance, the related assets, liabilities and 
results of operations are segregated in the accompanying 
consolidated balance sheets, statements of operations and 
cash flows.  Net revenues and operating expenses have 
been reclassified for amounts associated with 
discontinued operations.  Net revenues attributable to 
the discontinued operations were $329,203 in 1997.

		The Company is currently negotiating settlement 
agreements with various customers due to the Company's 
decision to terminate its media operations.  In 
management's opinion, adequate provision has been made 
for any material loss resulting from the fulfillment of 
these service commitments.  However, events unknown at 
this time related to the termination of the media 
operations may subsequently arise which could have a 
material adverse impact on the Company.

Assets and liabilities as of December 31, 1997 have been 
reclassified for amounts associated with discontinued 
operations.  Summarized balance sheet data for the 
discontinued operations is as follows at December 31, 
1997:

        Accounts receivable, net              	$	33,348

        Prepaid expenses and other               10,621 
           current assets
		

          	Total assets                        		43,969




        Shut-down accrual                    		(379,942)

        Accounts payable and accrued 
          expenses                           		(557,258)

	Total liabilities                           		(937,200)

	Net liability of discontinued 
     operations                      	$       	(893,231)


		Pursuant to the Company's decision to discontinue its 
MetroVision media operations, the Company wrote-off the 
remaining net book value of its operating equipment and 
goodwill of $312,718 and $481,681, respectively.  These 
amounts are included in "Loss from operations of 
discontinued operations" in the income statement for the 
period ended December 31, 1997.  The Company also 
recorded a $379,942 provision to reserve for potential 
losses related to the shut-down of the media operations.  
This additional reserve for potential losses is included 
in "Loss on disposal of assets of discontinued 
operations" in the income statement for the period ended 
December 31, 1997.

	5.	INVESTMENT IN YORK HANNOVER PARTNERSHIP

Earnings and losses of the Partnership are allocated to 
the Company and UPC based on each partners' general 
partnership interest.  Under terms of the agreement, the 
Company had a right to priority distributions of its 
share of Partnership net income limited to $300,000, all 
of which was received by the Company during 1996.  After 
reaching the maximum priority distribution to the 
Company, distributions were made to UPC up to an amount 
representing an equality of the ownership percentages.  
Subsequently, distributions have been made to the Company 
and UPC in proportion to each partner's respective 
ownership interest.  All distributions are subject to the 
availability of Partnership cash.  Distributions made to 
the Company were $200,000 and $300,000 in 1997 and 1996, 
respectively.  Distributions made to UPC were $750,000 
and $0 in 1997 and 1996, respectively.  



The Company is currently out of compliance with the 
Partnership Agreement ('the Agreement") with UPC.  
According to the Agreement, at no time during the term of 
the Partnership shall the principal amount of indebtedness
secured by the Partnership Interest 
be greater than $1,750,000.  As discussed 
in Note 2, the principal amount outstanding at December 
31, 1997 was $1,950,000.  The Company does not believe 
that this violation will have a material impact on the 
results of operations or financial position of the 
Company.

See Note 2 for discussion of the Company's plans to sell 
its 40% interest in the Partnership.

	Summary financial statements of the Partnership as of and 
     for the years ended	December 31, 1997 and 1996 are as follows:

                                           December 31,     December 31,
                  Balance Sheet                1997             1996

Accounts receivable                       	$ 	1,995,570 	 $  	2,273,810

Inventory                                     		583,498       		587,940

Cash                                          		606,713       		122,796

Other current assets                          		100,721        		59,094

Net property, plant and equipment             		806,613       		716,317

	Total assets                            	$  	4,093,111  	$  	3,759,957






Working capital loans - due to the 
      Company and UPC                    	$         	-   	$    	630,000

Accounts payable                             		237,853        		295,959

Due to UPC                                         		-         		38,082

Due to Stockbridge Investment 
  Partners, Inc.                               		4,770              		-

Accrued expenses                             		119,436        		107,011

Current portion of capital lease              		63,527         		37,032

Current portion of promissory 
     note payable                             		17,000         		15,580

Capital lease obligation                     		126,053         		64,739

Promissory note payable                      		351,484        		368,602

Partners' capital                           	3,172,992       	2,202,952

	Total liabilities and partners' 
    capital                             	$  	4,093,115   	$  	3,759,957


                               Income Statement


Revenues                                	$  10,891,082   	$  	9,383,651

Cost of sales                              	(5,316,022)     	(4,899,122)

Gross profit                                	5,575,060       	4,484,529

Expenses                                   	(3,655,020)     	(3,364,916)

	Net income                             	$  	1,920,040    $  	1,119,613

	

	6.	NOTES PAYABLE

			At December 31, 1997, the Company was in default on its 
outstanding borrowing arrangements.  The Company's notes 
payable are summarized as follows:


                                                     December 31,


                                                 1997           1996



  Promissory note payable to NHC, 
     interest at 12% and principal 
     and interest due at December 
     31, 1997                              	$	1,950,000   	$	1,950,371

  Other notes                                       		-      		120,462


                                           	$	1,950,000   	$	2,070,833


		As discussed in Note 2, the promissory note with NHC is 
secured by the Company's interest in the Partnership, the 
personal guarantees of the two stockholders of the 
Company and certain assets of SIP and Monterey 
Investments, Inc ("Monterey", a related party of the 
Company as discussed in Note 10).  Also as discussed in 
Note 2, the NHC promissory note was due on December 31, 
1997 and is currently in default.
		
	7.	COMMITMENTS AND CONTINGENCIES

The majority shareholders of the 5% Series A Convertible 
Preferred Stock ("the preferred stock") have asserted 
that the Company's merger with YHPI obligates the Company 
to pay all holders of the preferred stock all cumulative 
unpaid dividends which approximated $902,000 at December 
31, 1997.  In management's opinion, the Company is not 
obligated to pay the cumulative dividends until approval 
by the Company's Board of Directors and therefore has not 
recorded a liability at December 31, 1997.  In addition, 
the preferred shareholders have asserted the Company's 
proposed sale of its interest in the Partnership would 
obligate the Company to pay a liquidation preference of 
approximately $3,605,855 and that the Company may have 
entered into certain corporate events without proper 
approval from the Board of Directors, potentially to the 
detriment of shareholders.  Although management does not 
believe that these assertions represent obligations of 
the Company as of December 31, 1997, management is 
currently discussing these assertions with the preferred 
shareholders in conjunction with the structuring of the 
proposed sale of the Partnership.  Management believes 
that these assertions will be resolved during 1998 
through ongoing discussions with the preferred 
shareholders but is unable to determine the ultimate 
outcome of the ongoing potential settlement discussions.  
These matters, in conjunction with other liquidity 
matters as discussed in Note 2, raise substantial doubt 
about the Company's ability to continue as a 
going-concern.  



	8.	INCOME TAXES

	As of January 1, 1993, the Company adopted SFAS No. 109, 
"Accounting for Income Taxes."  Under the asset and 
liability method of SFAS No. 109, deferred tax assets and 
liabilities are recognized for the future tax 
consequences attributable to 
	differences between the financial statement carrying 
amounts of existing assets and liabilities and their 
respective tax bases.  Deferred tax assets and 
liabilities are measured using enacted tax rates expected 
to apply to taxable income in the years in which those 
temporary differences are expected to be recovered or 
settled.

	Deferred tax assets and liabilities, at 38% of the 
respective amounts, are comprised of the following:


                                             December 31,
                                           1997       1996





Deferred tax assets:



	Net operating loss 
    carryforwards                     	$	128,000   	$	83,000

	Deferred revenue                            		-   		280,000

	Unrealized loss on marketable 
    securities                               		-    		19,000

	Reserves and accruals deducted 
     for book purposes but not 
     yet available for tax 
     purposes                          		157,000         		-

	Depreciation and fixed asset 
    write-offs                         		157,000         		-

	Contract rights and 
    installations in process           		347,000         		-


	                                       	789,000	   	382,000

Valuation allowance
	
                                       	(789,000)  	(382,000)


                                   	$         	- 	$       	-


		Due to the Company's historical operating losses and 
anticipated future losses, it is not likely that the 
Company will generate sufficient taxable income in the 
future to realize the deferred tax assets.  Therefore, in 
accordance with SFAS No. 109, the Company has provided a 
valuation allowance at December 31, 1997 and 1996 to 
offset the deferred tax assets not anticipated to be 
utilized.  	The following summarizes the change in 
valuation allowance for the year ended December 31, 1997 
and 1996:



                                              1997      1996

Valuation allowance at 
  January 1                              	$	382,000 	$	385,000

Valuation allowance at 
  December 31                             		789,000  		382,000

Increase (decrease) in valuation 
  allowance                              	$	407,000   	$	3,000


	The Company's 1997 income tax provision of $61,430 is 
offset by a benefit from discontinued operations.  



	9.	STOCKHOLDERS' EQUITY

		Preferred Stock

		Each share of the Company's 5% Series A preferred stock 
has a liquidation preference of $5.56 per share, plus 
accrued but unpaid dividends.  The dividends were 
accumulated from the first anniversary of the Company's 
initial public offering on December 17, 1992.  At 
December 31, 1997, dividends in arrears on the 5% Series 
A preferred stock were approximately $902,000 or $1.39 
per share.  In management's opinion, the Company is not 
obligated to pay the cumulative dividends until approval 
by the Company's Board of Directors and, therefore, has 
not recorded a liability at December 31, 1997.  The stock 
is senior to all preferred and common stock and is 
convertible at the option of the holder at any time prior 
to redemption by the Company, subject to certain 
provisions at the rate of 4.6 shares of preferred for one 
share of common stock.  The holders are entitled to vote 
on a converted basis, together with the holders of the 
common stock in all matters in which holders of common 
stock are entitled to vote.  This security is a common 
stock equivalent.  See Note 7 for discussion of the 
Company's dispute with the 5% Series A preferred 
shareholders.
	
	Stock Warrants

		In connection with the Company's initial public offering 
in November 1991, the Company issued warrants to the 
underwriters (as adjusted for anti-dilution provisions) 
to purchase up to 73,443 units (each unit consisting of 
one share of common stock at an exercise price of $3.40 
per unit and one warrant to purchase a share of stock at 
$6.81).  The exercise price of these warrants was equal 
to or greater than the fair market value of the common 
stock at the measurement date.  On December 11, 1996, the 
Company reset the exercise price for these warrants to 
$1.84 and extended the expiration date from December 17, 
1996 to December 12, 1998.  None of these warrants have 
been exercised.

			Also in connection with the November 1993 offering, as 
compensation for services, the underwriters were issued 
warrants to purchase 17,391 units at $11.04 per unit.  
Each unit consists of six shares of common stock and a 
warrant to purchase an additional share of stock for 
$.92.  The warrants expire November 2, 1998.  None of 
these warrants have been exercised.

		In connection with the issuance of bridge loans in 1993, 
the Company granted certain stockholders additional 
warrants to purchase 47,826 shares of common stock at an 
exercise price of $9.20 (reset to $3.82 upon secondary 
offering in November 1993) which was not less than the 
fair market value of the common stock at the date the 
warrants were issued.  The remaining warrants expire 
September 1998.  None of these warrants have been 
exercised. 



		As part of a secondary offering in November 1993, the 
Company sold Class B Redeemable warrants to purchase 
173,913 shares of $.001 par value common stock at a price 
of $.92 with an exercise period from May 1994 until 
November 1996.  Prior to expiration, a total of 56,547 of 
these warrants were exercised, including 55,210 warrants 
exercised during 1996.

		In connection with the issuance of bridge loans in 1996, 
the Company granted certain stockholders additional 
warrants to purchase 42,000 shares of common stock at 
exercise prices ranging from $.69 to $.92 through 2001.  
The exercise price of these warrants was equal to or 
greater than the fair market value of the common stock at 
the measurement date.  None of these warrants have been 
exercised.

		In connection with the merger with YHPI on April 1, 1997, 
the Company granted warrants to certain members of SIP's 
management to purchase 1,500,000 shares of the Company's 
common stock, exercisable in three cumulative equal 
annual installments, at exercise prices ranging from $.63 
to $.945 per share.  None of these warrants have been 
exercised.  

	Stock Option Plans

	The Company's Stock Option Plan (the "Plan") provides for 
the grant of qualified and non-qualified stock options to 
employees, consultants, and directors of the Company to 
purchase in the aggregate up to 900,000 shares of common 
stock.  Under the Plan, the Company's Stock Option 
Committee has complete discretion
	to establish the terms and conditions of each option, 
subject to the plan provisions.  The options may be 
exercised over a specified period not in excess of ten 
years from the date of grant.  As of December 31, 1997, 
non-qualified options have been granted to purchase 
133,695 shares of common stock.  None of these options 
have been exercised.

	The Board of Directors have also approved the Company's 
Non-Employee Directors Stock Option Plan (the "Directors' 
Plan").  The Directors' Plan provides for the grant of 
non-qualified stock options to non-officer directors of 
the Company to purchase in the aggregate up to 50,000 
shares of common stock. 	 Options are granted under the 
Directors' Plan according to a formula based upon 
attendance at Board of Directors meetings in addition to 
a minimum of 5,000 options per year.  Options will be 
granted with an exercise price equal to the fair market 
value on the date of grant and may be exercised over a 
period not in excess of ten years from the date of grant.  
No options have been granted under the Directors' Plan.

	Based on the number of options outstanding and the 
historical and expected future trends of factors 
affecting valuation of those options, management believes 
that no  compensation cost exists under SFAS No. 123 
attributable to options granted.  



	Options outstanding under the above plans are as follows:


                                                Weighted
                                                 Average
                                                Exercise      Number of 
                                                  Price        Shares


Outstanding and exercisable at 
   December 31, 1995                           	$	1.01          	97,826

Canceled during 1996                              	.92          	(5,870)

Granted during 1996                               	.87          	16,739

Outstanding and exercisable at 
  December 31, 1996                             		1.01         	108,695


Canceled during 1997                                          	(100,000)

Granted during 1997                               	.60         	125,000

Outstanding and exercisable at 
December 31, 1997                               	$	.60         	133,695


	As of December 31, 1997, outstanding options for 133,695 
shares were exercisable at prices ranging from $.58 to 
$.92 with 125,000 options having a weighted average 
remaining contractual life of five years and the 
remaining options having no expiration date.  All options 
have been granted with an exercise price equal to or 
greater than the fair market value of the common stock on 
the date of the grant.

	10.	RELATED PARTY TRANSACTIONS

	Lenox, Pinellas Healthcare Investors, Inc. and Monterey 
are related parties of the Company because the majority 
stockholders of these entities are also the majority 
stockholders of SIP.  SIP is the majority stockholder of 
the Company.  Net amounts due to or from related parties 
as of December 31, 1997 and 1996 consist of the 
following:



                                        December 31,    December 31, 
                                            1997            1996



Due from York Hannover Partnership      	$    	-    	$    	160,747


Due from (to) related parties:
	

	Lenox Healthcare, Inc.                 $ 	(596,597)	$          	-

	Pinellas Healthcare Investors, 
    Inc.                                          -      		235,000

	Monterey Investments, Inc.                     		-       		10,267


                                       	$ 	(596,597)    	$	245,267





Due to Stockbridge Investment 
   Partners, Inc.                      	$       	-      	$(404,837)





	In June 1997, the Board of Directors authorized the 
Company to enter into a line-of-credit agreement with 
Lenox to borrow amounts up to $200,000.  Interest accrues 
at prime plus 2% with principal and interest due on May 
8, 1998.  The Company had $596,597 and $22,516 in 
principal and accrued interest outstanding under the 
line-of-credit at December 31, 1997 and therefore had 
exceeded the maximum amount to be borrowed as authorized 
by the Board of Directors.  However, subsequent to 
December 31, 1997, the Board of Directors of the Company 
approved a maximum borrowing of $700,000 under the 
line-of-credit agreement.

		The Company incurred management fee expense of 
$75,000 and $261,000 to Lenox in 1997 and 1996, respectively.


                    YORK HANNOVER PARTNERSHIP


         FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996

                       TOGETHER WITH

             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To York Hannover Partnership:

We have audited the accompanying balance sheets of YORK HANNOVER 
PARTNERSHIP (a Wisconsin general partnership) as of December 31, 
1997 and 1996, and the related statements of income, partners' 
capital, and cash flows for the years then ended.  These 
financial statements are the responsibility of York Hannover 
Partnership's Management.  Our responsibility is to express an 
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that 
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the financial position 
of York Hannover Partnership as of December 31, 1997 and 1996, 
and the results of its operations and its cash flows for the 
years then ended in conformity with generally accepted accounting 
principles.


						ARTHUR ANDERSEN LLP


Nashville, Tennessee 
February 13, 199


                         YORK HANNOVER PARTNERSHIP


                              BALANCE SHEETS

                         DECEMBER 31, 1997 AND 1996



             ASSETS                        1997           1996


CURRENT ASSETS:



	Cash and cash equivalents             	$	606,713      	$	122,796

	Accounts receivable, less 
    allowance for doubtful accounts 
    of $278,453 and $260,057, 
    respectively                      		1,995,570     		2,273,810

	Inventory                              		583,498       		587,940

 Due from York Hannover 
    Pharmaceuticals, Inc.                       -           8,620

	Due from United Professional 
     Companies, Inc.                     		65,836               -

	Other current assets                    		34,885        		50,474

			Total current assets               		3,286,502     		3,043,640


PROPERTY AND EQUIPMENT:

	Building and improvements              		451,459       		431,837

	Furniture and equipment                		699,798       		437,297

                                      		1,151,257       		869,134

	Accumulated depreciation              		(344,644)     		(152,817) 

			Property and equipment, 
     net                                		806,613       		716,317


			Total assets                      	$	4,093,115    	$	3,759,957

The accompanying notes to financial statements are an 
integral part of these balance sheets.


                           YORK HANNOVER PARTNERSHIP


                           BALANCE SHEETS (CONTINUED)

                           DECEMBER 31, 1997 AND 1996


     LIABILITIES AND PARTNERS' CAPITAL          1997          1996

CURRENT LIABILITIES:



	Working capital note payable to York 
   Hannover Pharmaceuticals, Inc.           	$     	-   	$   	80,000

	Working capital note payable to 
    United Professional Companies, 
    Inc.                                          		-      		550,000

	Accounts payable                           		237,853      		295,959

	Accrued expenses                           		119,436      		107,011

	Due to Stockbridge Investment 
     Partners, Inc.                           		4,770            		-

	Due to United Professional 
     Companies, Inc.                              		-       		38,082

	Current portion of promissory note 
     payable to Extendicare, Inc.              17,000       		15,580

	Current portion of capital lease 
     obligations                               63,527       		37,032

			Total current liabilities                		442,586    		1,123,664





NON-CURRENT LIABILITIES:
	Promissory note payable to 
    Extendicare, Inc.                      		351,484       		368,602

	Capital lease obligations                 		126,053        		64,739

			Total non-current liabilities           		477,537       		433,341





COMMITMENTS AND CONTINGENCIES

PARTNERS' CAPITAL                        		3,172,992     		2,202,952





			Total liabilities and 
      partners' capital                 	$	4,093,115    	$	3,759,957


The accompanying notes to financial statements are an 
integral part of these balance sheets.


                           YORK HANNOVER PARTNERSHIP


                            STATEMENTS OF INCOME

                          DECEMBER 31, 1997 AND 1996



                                             1997           1996


REVENUES                             	$ 	10,891,082  	$ 	9,383,651

COST OF SALES                           	(5,316,022)   	(4,899,122)

		Gross margin                          		5,575,060    		4,484,529

EXPENSES:

	Salaries, wages and benefits           		1,819,611    		1,529,390

	General and administrative             		1,039,430    		1,060,220

	Management fee                           		434,832      		375,066

	Provision for uncollectible accounts     		117,894      		189,988

	Depreciation                             		184,127      		123,759

	Interest                                  		59,126       		86,493

		Total expenses                        		3,655,020    		3,364,916


NET INCOME                          	$   	1,920,040  	$ 	1,119,613

The accompanying notes to financial statements are an 
integral part of these statements


                            YORK HANNOVER PARTNERSHIP


                          STATEMENT OF PARTNERS' CAPITAL

                           DECEMBER 31, 1997 AND 1996



                                    MetroVision      United 
                                      of North    Professional
                                    America,Inc.    Companies,     Total 
BALANCE, December 31, 
     1995                         	$	553,334     	$	830,005   	$	1,383,339

		Partnership 
     distributions                		(300,000)           		-     		(300,000)

		Net incomen                      		447,845      		671,768    		1,119,613

BALANCE, December 31, 
    1996                           		701,179    		1,501,773    		2,202,952

		Partnership 
     distributions                		(200,000)    		(750,000)    		(950,000)

		Net income                         768,016    		1,152,024    		1,920,040

BALANCE, December 31, 
   1997                    	$      1,269,195   	$ 1,903,797 	$   3,172,992


The accompanying notes to financial statements are an 
integral part of these statements


                          YORK HANNOVER PARTNERSHIP


                          STATEMENTS OF CASH FLOWS

                         DECEMBER 31, 1997 AND 1996


                                                 1997         1996





CASH FLOWS FROM OPERATING ACTIVITIES:

	Net income                             	$   1,920,040	$ 	1,119,613

	Adjustments to reconcile net income to 
     net cash provided by operating 
     activities:



 			Depreciation                               184,127      123,759

    Gain on sale of property, 
      plant and equipment                         (282)           -

		Changes in assets and liabilities:

 			Accounts receivable, net                   278,240   (1,131,398)

 			Inventory                                    4,443      (92,590)

 			Other assets                                15,589      (40,025)

 			Accounts payable                           (58,106)      52,302

 			Accrued expenses                            12,425       19,142

 			Due to partners                            (90,526)     (27,817)

					Net cash provided by operating 
							     activities                       2,265,950       22,986


CASH FLOWS FROM INVESTING ACTIVITIES:

	Additions to property and equipment          (138,773)    (131,688)

CASH FLOWS FROM FINANCING ACTIVITIES:

	Payments on capital lease obligations       		(47,640)   		(16,891)

	Long-term debt borrowings                         		-      		9,303

	Short-term debt borrowings                        		-    		530,000

	Payments on long-term debt                    (15,620)           -

	Payments on short-term debt                  (630,000)    (100,000)

	Distributions to partners                   	(950,000)   	(300,000)

        Net cash provided by 
          (used in) financing                    
          activities                        (1,643,260)     122,412


NET INCREASE IN CASH AND CASH EQUIVALENTS      483,917       13,710

CASH AND CASH EQUIVALENTS, beginning of 
   period                                      122,796      109,086

CASH AND CASH EQUIVALENTS, end of period    	$	606,713   	$	122,796


SUPPLEMENTAL INFORMATION:



	Cash payments of interest expense           	$	59,126    	$	88,964

	Capital lease obligations                  	$	189,580   	$	101,771


The accompanying notes to financial statements are an 
integral part of these statements.


                     YORK HANNOVER PARTNERSHIP


                   NOTES TO FINANCIAL STATEMENTS

                    DECEMBER 31, 1997 AND 1996



1.	ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING 
POLICIES

	Organization

	The financial statements include the accounts of York 
Hannover Partnership ("the Partnership") formed for the 
purpose of providing institutional pharmacy services, 
infusion therapy, urological, enteral and general medical 
supplies to licensed nursing facilities, hospitals, 
correction facilities and retirement facilities 
throughout the State of Florida.  

	The Partnership commenced operations August 1, 1995, upon 
formation of the Partnership by and between York Hannover 
Pharmaceuticals, Inc. ("YHPI"), formerly a wholly-owned 
subsidiary of Stockbridge Investment Partners, Inc. 
("SIP"), and United Professional Companies, Inc. ("UPC"), 
a wholly-owned subsidiary of Extendicare, Inc. (formerly 
"United Health, Inc.").  Pursuant to the terms of the 
Partnership agreement, YHPI contributed to the 
Partnership assets with a total net book value of 
$449,638 as of the date of the contribution.  UPC 
contributed assets with a total net book value of 
$674,460 as of the date of the contribution.  In exchange 
for these contributions, YHPI received a 40% general 
partnership interest and UPC a 60% general partnership 
interest in the Partnership.  The Partnership has a 
minimum term of five years.

	On April 1, 1997, YHPI merged with MetroVision of North 
America Inc. ("MetroVision") with MetroVision  the 
surviving legal entity.  Under terms of the merger 
agreement, YHPI contributed its 40% interest in the 
Partnership.  Pursuant to the merger, SIP is the majority 
stockholder of MetroVision.  See Note 4 for discussion of 
MetroVision's proposed sale of its interest in the 
Partnership.

	Earnings and losses are allocated based on general 
partnership interests.  All distributions are subject to 
the availability of Partnership cash.  Under the terms of 
the Partnership agreement, YHPI had a right to priority 
distributions of its share of Partnership net income 
limited to $300,000, all of which was distributed in 
1996.  During 1997, UPC has received distributions up to 
an amount representing an equality of the ownership 
percentages with subsequent distributions made to 
MetroVision and UPC in proportion to each partner's 
respective ownership interest. 



	Use of Estimates

	The preparation of 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.

	Operational Management

	The operations of the Partnership are managed by UPC for 
a maximum management fee of 4% of net revenues.  SIP and 
UPC also provide certain billing services to the 
Partnership for which they receive 7.5% of amounts 
billed.

	Revenues

	Revenues are generated from the sale of institutional 
pharmacy services, infusion therapy, urological, enteral 
and general medical supplies to licensed nursing 
facilities, hospitals, correction facilities and 
retirement facilities throughout the State of Florida.  
The Partnership receives payment for the sale of certain 
supplies to patients covered by Medicare and the Florida 
Medicaid programs.  Revenues generated from patients 
covered by Medicare and the Florida Medicaid programs are 
based on reasonable charges.  In the opinion of 
management, adequate provision has been made for any 
adjustments that may result from reviews by the Medicare 
and Medicaid programs.  

	Over 90% of the Partnership's revenues in 1997 and 1996 
were to patients in nursing facilities owned by SIP and 
Extendicare, Inc.
	
	Inventory

	All inventories as of December 31, 1997 were priced at 
the lower of cost (on a first-in, first-out basis) or 
market.

	Property and Equipment

	The Partnership's buildings, furniture and equipment are 
depreciated using the straight-line method over the 
estimated useful lives of the assets.  The estimated 
useful lives range from 3 to 25 years.

	Concentration of Credit Risks

	The Partnership's credit risks primarily relate to cash 
and cash equivalents and receivables.  Cash and cash 
equivalents are primarily held in bank accounts.  
Receivables consist primarily of amounts due from 
patients and long-term health care centers in the state 
of Florida and from the Florida Medicaid programs.  The 
Company maintains allowances for uncollectible accounts 
on these receivables.



	Cash Equivalents

	Cash equivalents include highly liquid investments with 
an original maturity of less than three months.

	Federal Income Taxes

	The Partnership is a general partnership for purposes of 
federal and state income taxation.  As such, income or 
losses of the Partnership are attributed to the partners 
and are reflected on the partners' income tax returns.  
Accordingly, no income tax provision or benefits are 
recorded in the financial statements.
	

2.	RELATED PARTIES

	Capital lease obligations and net amounts due to related 
parties as of December 31, 1997 and 1996 consist of the 
following:


                                  December 31,    December 31,
                                     1997             1996

Working capital note payable - 
     YHPI                          	$     	-    	$   	80,000

Working capital note payable - 
    UPC                                  		-       		550,000


                                   	$     	-      	$	630,000

Due to (from) related parties 
     - current:

	SIP                                	$	4,770      	$      	-

	YHPI                                    		-        		(8,620)

	UPC                               		(65,836)       		38,082


                                  	$	(61,066)      	$	29,462

Promissory note payable to 
     Extendicare, Inc.            	$	368,484      	$	384,182

Less current portion               		(17,000)      		(15,580)


                                  	$	351,484      	$	368,602


	Pursuant to the terms of the Partnership agreement, 
MetroVision and UPC will provide working capital funding 
to the Partnership, as required, in proportion to their 
respective ownership interests.  

	During 1995, the Partnership entered into a promissory 
note payable with Extendicare, Inc. to finance the 
purchase and improvement of a building in Brooksville, 
Florida.  The promissory note payable bears interest at 
the prime rate plus .5%.  Equal monthly payments of 
interest and principal are required based on a 15 year 
amortization with the remaining principal and accrued and 
unpaid interest due on August 1, 2000.  The maximum 
principal outstanding under the promissory note is 
limited to $400,000.  The promissory note payable is 
secured by the related building and improvements.  The 
promissory note payable is guaranteed by SIP and by the 
personal guarantees of the stockholders of SIP.

	A schedule of the principal maturity of amounts owed to 
Extendicare, Inc. for the five years subsequent to 
December 31, 1997 is as follows:


		

	             1998	        	17,000
             	1999        		18,550
             	2000       		332,934
             	2001             		-
             	2002             		-


	The Partnership leases certain equipment from 
Extendicare, Inc. under capital leases.  Future minimum 
rental payments required on capital leases for the next 
five years beginning January 1, 1998, less amounts 
representing interest, are as follows:


	

             	1998        	$	47,466
             	1999         		19,778
             	2000              		-
              2001              		-
             	2002              		-


                           		67,244

	Less amounts representing 
     interest              		(6,460)


                        	$   60,784


The property and equipment under the capital lease as of 
December 31, 1997 consists of the following:

Property and equipment under capital 
     lease                            	$   254,111 	

Less  accumulated depreciation           		(68,361)

                                      	$   185,750	



3.	COMMITMENTS AND CONTINGENCIES

	Healthcare Regulations


	The healthcare industry is subject to numerous laws and 
regulations of Federal, state and local governments.  
These laws and regulations include, but are not 
necessarily limited to, matters such as licensure, 
accreditation, government healthcare program 
participation requirements, reimbursement for patient 
services, and Medicare and Medicaid fraud and abuse.  
Recently, government activity has increased with respect 
to investigations and/or allegations concerning possible 
violations of fraud and abuse statutes and/or regulations 
by healthcare providers.  Violations of these laws and 
regulations could result in expulsion from government 
healthcare programs together with the imposition of 
significant fines and penalties, as well as significant 
repayments for patient services previously billed.  
Management believes that the Company is in compliance 
with fraud and abuse statutes, as well as other 
applicable government laws and regulations.  Compliance 
with such laws and regulations can be subject to future 
government review and interpretations as well as 
regulatory actions unknown or unasserted at this time.

	Insurance

	Health insurance and worker's compensation insurance for 
the Partnership is maintained by UPC in accordance with 
UPC's management of the Partnership.  In management's 
opinion, there are no outstanding claims that would 
result in losses that would be material to the financial 
condition or results of operations of the Partnership.


4.	SUBSEQUENT EVENT

	Subsequent to year-end, MetroVision engaged an affiliate 
of Extendicare in negotiations about the possible sale of 
its 40% interest in the Partnership.




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