U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

|X|   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934
For the quarterly period ended 9/30/96
                               -------
|_|   Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ___________ to ______________ 

Commission file number 811-3584
                       ---------------------------------------------------------

                           Levcor International, Inc.
--------------------------------------------------------------------------------
        (Exact Name or Small Business Issuer as Specified in Its Charter)

          Delaware                               06-0842701
-------------------------------               -------------------
(State or Other Jurisdiction of               (I.R.S. Employer
Incorporation or Organization)                Identification No.)

     1071 Avenue of the Americas, New York, NY  10018
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

     (203) 264-7428
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
         (Former name, Former Address and Former Fiscal year, if Changes
                               Since Last Report)

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

Yes  X  No
    ---    ---
 
      As of October 31, 1996, 1,723,499 shares of the issuer's common stock, par
value $.56 per share, were outstanding.

      Transitional Small Business Disclosure Format(check one): Yes      No X
                                                                    ---    ---


<PAGE>

                           LEVCOR INTERNATIONAL, INC.

                                TABLE OF CONTENTS

Part I.  FINANCIAL INFORMATION                                         Page No.

    Item 1.  Financial Statements
             Balance Sheet as of September 30, 
             1996 (Unaudited) ........................................     1

             Statements of Operations for the
             Nine Months Ended September 30, 1996 and
             September 30, 1995 (Unaudited) ..........................     2

             Statements of Operations for the
             Three Months Ended September 30, 1996 and
             September 30, 1995 (Unaudited) ..........................     3

             Statements of Cash Flows for the
             Nine Months Ended September 30, 1996 and
             September 30, 1995 (Unaudited) ..........................     4

             Notes to Financial Statements (Unaudited) ...............     5

    Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operation ............     7

Part II. OTHER INFORMATION

    Item 6.  Exhibits and Reports on Form 8-K ........................    11

    Signatures .......................................................    12


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           LEVCOR INTERNATIONAL, INC.
                                  BALANCE SHEET
                               September 30, 1996

                                   (Unaudited)

                                     ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                        $     5,554
   Accounts receivable                                                   42,964
   Due from factor                                                      109,390
   Inventories                                                        1,160,846
   Prepaid expenses                                                       5,351
                                                                    -----------
      Total current assets                                          $ 1,324,105

OILAND GAS PROPERTIES - AT COST (using full cost method),
   net of accumulated depletion of $ 855,035                             16,135
                                                                    -----------
                                                                    $ 1,340,240
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $   533,124
   Current maturities of long-term debt                                 282,800
                                                                    -----------
      Total current liabilities                                         815,924
LONG TERM DEBT, less current maturities                               1,218,400
                                                                    -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY(DEFICIENCY)
   Common stock, par value $.56 per share;
   authorized 15,000,000 shares, outstanding
   1,723,499 shares                                                     964,394
   Capital in excess of par value                                     5,003,566
   Accumulated deficit                                               (6,662,044)
                                                                    -----------
                                                                       (694,084)
                                                                    $ 1,340,240

   The accompanying notes are an integral part of these statements.


                                       1
<PAGE>

                           LEVCOR INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

For the nine months ended September 30,                    1996          1995
Revenue:
   Looms Division sales                               $ 2,017,770   $   622,705
   Less: cost of sales                                  1,917,584       532,714
                                                      -----------   -----------
      Gross profit                                        100,186        89,991
   Oil and gas sales                                       37,074        29,413
   Less: cost of sales                                     22,700        33,732
                                                      -----------   -----------
      Gross profit(loss)                                   14,374        (4,319)
   Interest income and royalties                               80        40,242
                                                      -----------   -----------
         Total revenue                                    114,640       125,914
                                                      -----------   -----------
Expenses:
   Selling expenses: Looms Division
      Salaries, benefits and payroll taxes                171,578        97,381
      Commissions                                         114,312        63,377
      Other selling expenses                               34,372        13,453
                                                      -----------   -----------
         Total selling expenses                           320,262       174,211

   General and administrative expense
      Salaries, benefits and payroll taxes                 55,966        62,186
      Accounting and administrative fees                   44,147        23,753
      Audit fees                                           21,000        14,500
      Directors' fees and expenses                          3,750         3,750
      Factor's fees                                        16,909         5,287
      Insurance                                            12,769         3,213
      Interest expense                                     82,921        39,175
      Legal fees                                           19,428        23,434
      Stockholder communications                             --          17,156
      Transfer agent fees                                   6,508         6,300
      Other business taxes                                  3,459         1,372
      Other expenses                                        9,903        14,079
                                                      -----------   -----------
         Total general and administrative expenses        276,760       214,205
         Total expenses                                   597,022       388,416
                                                      -----------   -----------
         Net (loss)                                      (482,382)     (262,502)
Accumulated deficit - beginning of year                (6,179,662)   (5,598,612)
                                                      -----------   -----------
Accumulated deficit - end of quarter                  ($6,662,044)  ($5,861,114)
                                                      ===========   ===========
Average number of shares outstanding                    1,710,999     1,650,883
Net (loss) per common share                           ($     0.28)  ($     0.16)
                                                      ===========   ===========

The accompanying notes are an integral part of these statements.


                                       2
<PAGE>

                           LEVCOR INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

For the three months ended September 30,                   1996          1995
Revenue:
   Looms Division sales                               $   589,164   $   292,116
   Less: cost of sales                                    679,626       257,005
                                                      -----------   -----------
      Gross profit(loss)                                  (90,462)       35,111
   Oil and gas sales                                       13,403        10,206
   Less: cost of sales                                     10,233        12,067
                                                      -----------   -----------
      Gross profit(loss)                                    3,170        (1,861)
   Interest income and royalties                             --           2,280
                                                      -----------   -----------
         Total revenue                                    (87,292)       35,530
                                                      -----------   -----------
Expenses:
   Selling expenses: Looms Division
      Salaries, benefits and payroll taxes                 59,549        57,812
      Commissions                                          28,732        37,854
      Other selling expenses                               20,234         4,110
                                                      -----------   -----------
         Total selling expenses                           108,515        99,776
   General and administrative expense
      Salaries, benefits and payroll taxes                 12,067        19,768
      Accounting and administrative fees                   14,672        14,018
      Audit fees                                             --            --
      Directors' fees and expenses                          1,250         1,250
      Factor's fees                                         5,317         2,581
      Insurance                                             2,377         1,073
      Interest expense                                     24,471        24,893
      Legal fees                                            9,362         3,011
      Stockholder communications                             --          17,156
      Transfer agent fees                                   1,058         2,100
      Other business taxes                                    796             7
      Other expenses                                        3,253        11,694
                                                      -----------   -----------
         Total general and administrative expenses         74,623        97,551
         Total expenses                                   183,138       197,327
                                                      -----------   -----------
         Net (loss)                                      (270,430)     (161,797)
Accumulated deficit - beginning of quarter             (6,391,614)   (5,699,317)
                                                      -----------   -----------
Accumulated deficit - end of quarter                  ($6,662,044)  ($5,861,114)
                                                      ===========   ===========
Average number of shares outstanding                    1,723,499     1,667,133
Net (loss) per common share                           ($     0.16)  ($     0.10)
                                                      ===========   ===========

The accompanying notes are an integral part of these statements.


                                       3
<PAGE>

                           LEVCOR INTERNATIONAL, INC.

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

For the nine months ended September 30,                    1996         1995

Cash flows from operating activities
   Net (loss)                                         ($  482,382)  ($  262,502)
   Adjustment to reconcile (net loss) to net
      cash (used in) operating activities:
        Depletion and depreciation                          5,783         7,080
        Services paid in common stock                      25,000        18,750
        Changes in operating assets and liabilities,
         net of assets acquired
            Accounts receivable                            (2,508)        4,457
            Due from factor                               (56,698)      (54,441)
              Inventories                                 361,894    (1,619,574)
            Other assets                                     --         225,000
            Prepaid expenses                               15,563        (1,080)
             Accounts payable and accrued expenses         40,584       117,282
                                                      -----------   -----------
        Net cash (used in) operating activities           (92,764)   (1,565,028)

Cash flows from investing activities
   Proceeds on sale of property - net                      14,822            16
   Decrease in notes receivable                              --         150,000
                                                      -----------   -----------
        Net cash provided by investing activities          14,822       150,016

Cash flows from financing activities
   Repayment of advances from shareholder                 (30,000)         --
   Increase in long term debt                              87,200     1,414,000
                                                      -----------   -----------
        Net cash provided by financing activities          57,200     1,414,000
                                                      -----------   -----------
        NET (DECREASE) INCREASE IN CASH
          AND CASH EQUIVALENTS                            (20,742)       (1,012)
   Cash and cash equivalents at beginning of year          26,296         4,724
                                                      -----------   -----------
   Cash and cash equivalents at end of quarter        $     5,554   $     3,712
                                                      ===========   ===========
   Supplemental disclosures of cash flow information:
      Cash paid during the year for
        Interest                                      $    82,921   $    39,175

The accompanying notes are an integral part of these statements.


                                       4
<PAGE>

                           LEVCOR INTERNATIONAL, INC.

           NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS AND NINE
                         MONTHS ENDED SEPTEMBER 30,1996

                                   (UNAUDITED)

NOTE 1.     The accompanying financial statements have been prepared in
            accordance with the instructions to Form 10-QSB and do not include
            all the information and footnote disclosures required by generally
            accepted accounting principles for complete financial statements.
            The financial statements are unaudited and are subject to year-end
            adjustments. However, in the opinion of management, all adjustments
            (consisting of normal recurring accruals) necessary for a fair
            presentation of the covered period have been included. Operating
            results for the nine months ended September 30, 1996 are not
            necessarily indicative of the results that may be expected for the
            year ending December 31, 1996. These statements should be read in
            conjunction with the financial statements and related notes included
            in the Company's annual report on Form 10-KSB for the year ended
            December 31, 1995.

NOTE 2.     On September 7, 1995, by amendment to its Certificate of
            Incorporation, the Company changed its name to Levcor International,
            Inc., effected a one for four reverse stock split of all outstanding
            shares of common stock and increased the par value per share of the
            authorized 15,000,000 shares of common stock from $0.14 to $0.56 per
            share. All references to the number of shares and per share amounts
            reflect the reverse stock split.

            Loss per share was calculated by dividing the Company's net loss by
            the weighted average number of common shares outstanding during each
            period adjusted for the dilutive effect of common stock equivalents
            when applicable.

NOTE 3.     On May 30, 1995, the Company executed and consummated an Asset
            Purchase Agreement, dated May 1, 1995 (the "Asset Purchase
            Agreement") with Andrex Industries Corp. ("Andrex"), a New York
            corporation, pursuant to which Andrex sold to the Company certain of
            its assets (the "Assets") for a purchase price of $1,414,000.
            payable in five equal annual installments, together with interest
            thereon at 6% per annum. The purchase price of the Assets was based
            upon the estimated market value of the Assets. Robert A. Levinson,
            Director and Chief Executive Officer of the Company, personally
            guaranteed the Company's obligations under the promissory note
            evidencing the purchase price. The initial repayment installment was
            made by Mr. Levinson on May 1, 1996 and is reflected on the
            accompanying Balance Sheet under Long Term Debt - Loan from
            Stockholders.

            The Assets acquired by the Company constitute substantially all of
            the inventory previously used by Andrex in the operation of its
            woven fabric division. The Company


                                       5
<PAGE>

            is utilizing the Assets to operate a woven fabric converting
            business producing fabrics used in the production of apparel. These
            finished woven fabrics are sold primarily to major apparel
            manufacturers in the fashion industry.

            In connection with the acquisition of the Assets, the Company also
            entered into an agreement with Andrex, whereby the Company leased
            certain office space from Andrex and Andrex agreed to provide
            certain administrative services to the Company for a three-year
            period at an annual fee of $55,000, subject to certain annual
            increases.

NOTE 4.     On May 1, 1993, the Company entered into a Joint Venture Agreement
            (the "Agreement") with MRI Management Associates, Inc. ("MRI - MAI")
            and Swenvest Corporation ("Swenvest") whereby loans (the "Loans")
            were made to MRI - MAI to fund the purchase of an MRI scanning
            system. The Loans were repaid as of June 30, 1995.

            MRI-MAI agreed to pay to the Company for its own account an amount
            equal to $10 per MRI scan (the "Pantepec Participation Payments")
            performed with the use of the Scanner during the term of the
            Agreement, subject to a minimum payment of (I) $70,000 during each
            of the years ended June 30, 1993 and June 30, 1994, and (ii) $30,000
            during the year ended June 30, 1995. The Pantepec Participation
            Payments for the initial two periods were duly paid. For the final
            annual period ended June 30, 1995, the Pantepec Participation
            Payments approximated $61,700. The Pantepec Participation Payments
            were generally required to be paid as and when payments on MRI scans
            were received by MRI-MAI. The final payment of the Pantepec
            Participation Payments was received by the Company in January 1996.

NOTE 5.     With the introduction of the woven fabric conversion operation in
            May 1995, changes have been made in the presentation of the
            Statement of Operations (Page 2), specifically reflecting a
            deduction of cost of sales from revenues to arrive at a gross
            profit. To be consistent, this presentation also has been applied to
            revenues from oil and gas operations, with costs and expenses
            consisting of "production costs and severance taxes" and "depletion
            expense" comprising the cost of sales deduction. The changes have
            necessitated a reclassification of the 1995 Statement of Operations
            as previously reported to allow for a comparison of the two periods.


                                       6
<PAGE>

ITEM 2.     Management's Discussion and Analysis of Financial Condition and 
            Results of Operation

The following discussion should be read in conjunction with the Financial
Statements and Notes appearing elsewhere in this report.

General Overview

The Company's revenues during the period from 1985 to 1994 were mainly derived
from the sale of crude oil and natural gas produced from its ownership of
fractional interests in oil and gas wells and leases with respect thereto. In
the interests of diversifying its business, in 1992, the Company financed the
acquisition of certain high-technology medical equipment.

The Company acquired a woven fabric converting business, effective May 1, 1995,
that produces fabrics used in the production of apparel. This acquisition, which
was effected pursuant to an asset purchase agreement dated as of May 1, 1995
(the "Asset Purchase Agreement"), formed the basis of the Company's new line of
business, the Looms Division. With significantly reduced revenues from its oil
and gas properties, a naturally diminishing asset, and with the maturity of the
medical equipment financing agreements as of June 30, 1995, the operation of the
Looms Division will be the Company's primary business focus for the foreseeable
future.

Pursuant to the Asset Purchase Agreement, the Company acquired certain assets
(the "Assets"), including the merchandise inventory, of the Woven Fabric
Conversion Division of Andrex Industries Corp., a New York Corporation
("Andrex"). The Assets constituted substantially all of the assets previously
used by Andrex in the operation of its woven fabrics division.

The $1,414,000 purchase price of the Assets is payable in five equal annual
installments, together with interest thereon at 6% per annum. Robert A.
Levinson, Chairman of the Board of Directors and Chief Executive Officer of the
Company, personally guaranteed the Company's obligations under the promissory
note evidencing the purchase price. Although Mr. Levinson was formerly the Chief
Executive Officer and a director of Andrex, and the President of Andrex was
formerly a director of the Company, the Company believes that the term of the
Asset Purchase Agreement and related documents were negotiated on an arm's
length basis and are at least as favorable to the Company as could have been
obtained from an unaffiliated third party.

In connection with the acquisition of the Assets, the Company entered into an
agreement with Andrex whereby the Company leases certain office space from
Andrex and Andrex provides the Company with certain administrative services for
a three year period terminating in April 1998 at an annual cost to the Company
of $55,000, subject to certain annual increases.


                                       7
<PAGE>

Results of Operations: Nine months ended September 30, 1996 as compared to
September 30, 1995

The Company's revenues, inclusive of interest income and royalties, decreased
from $125,914 for the nine months ended September 30, 1995 to $114,640 for the
nine months ended September 30 1996 (a decrease of approximately 9%). The
decrease in revenues is attributable to a decrease of $40,162 in interest income
and royalties earned from loans made by the Company pursuant to a Joint Venture
Agreement which the Company entered into in May 1993, which loans were repaid as
of June 30, 1995. Partially offsetting this decrease was an increase in 1996
gross profit from oil and gas sales of $18,693 from a loss of $4,319 for the
nine months ended September 30, 1995 attributable to an increase in both oil and
gas prices and the disposal of working interests in 7 gas wells, effective
January 1, 1996, which wells were operating at a gross loss in 1995.
Additionally, an increase in gross profit on sales from the Looms Division of
$10,195 from $89,991 for the nine months ended September 30, 1995 to $100,186
for the comparable 1996 period offset the decrease in revenues from interest and
royalties. It is noted, however, that while sales from the Looms Division
increased from $622,706 for the five months ended September 30, 1995- operations
of the Looms Division only commenced on May 1, 1995 - to $2,017,770 for the nine
months ended September 30, 1996 the gross margin on such sales, expressed as a
percentage of sales, declined from 14% in 1995 to 5% in 1996 due to sales in the
third quarter of 1996 of slow-moving stock at greatly reduced prices in order to
reduce inventory and allow for purchases of new undyed fabric with potentially
improved profit margin on sales.

The Company's expenses increased from $388,416 for the nine months ended
September 30, 1995 to $597,022 for the comparable 1996 period (an increase of
approximately 54%) primarily due to an increase of $146,051 in selling expenses
(approximately 70% of the total expense increase) for the Looms Division in the
1996 period and because operation of the Looms Division did not commence until
May 1, 1995 for the nine months ended September 30, 1995. To a lesser extent,
the overall increase was due to higher general and administrative expenses from
$214,205 for the nine months ended September 30, 1996 to $276,760 for the nine
months ended September 30, 1996 (an increase of approximately 29%), primarily
attributable to increases in accounting and administrative fees, factor's fees
and interest expense relating to the operation of the Looms Division.

Net loss increased by $219,880 from $262,502 for the nine months ended September
30, 1995 to $482,382 for the nine months ended September 30, 1996. Of this
increase, $40,162 (approximately 18%) is due to the reduction of revenues from
interest income and royalties during the nine months ended September 30, 1996.
The remaining net loss increase can be attributed to the increase in both
selling expenses ($146,051) and general and administrative expenses ($62,555)
associated with the operations of the Looms Division during the nine months
ended September 30, 1996, partially offset by the increase in gross profit of
the Oil & Gas Division ($18,693).

Results of Operations: Three months ended September 30, 1996 as compared to
September 30, 1995

The Company's revenues, inclusive of interest income and royalties, decreased
from $35,530 for the three months ended September 30, 1995 to a gross loss of
$87,292 for the three months ended


                                       8
<PAGE>

September 30, 1996 (a decrease of approximately 346%). The decrease in revenues
is attributable to a decrease in the gross profit on sales from the Looms
Division of $125,573 from $35,111 for the three months ended September 30, 1995
to a gross loss of $90,462 for the three months ended September 30, 1996 due to
sales of slow moving stock at prices below cost in order to reduce inventory and
allow for purchases of new undyed fabric with potentially improved profit
margins on sales. In addition, revenues declined for the three month period
ended September 30, 1996 by $2,280 for interest income and royalties earned from
loans made by the Company pursuant to a Joint Venture Agreement which the
Company entered into in May 1993, which loans were repaid as of June 30, 1995.
Partially offsetting these revenue decreases was an increase of $5,031 during
the quarter ended September 30, 1996 from the gross profit on sales of oil and
gas, from a loss of $1,861 for the quarter ended September 30, 1995 to a gross
profit of $3,170 during the 1996 comparable period primarily attributable to an
increase in both oil and gas prices and the disposal of working interests in 7
gas wells effective January 1, 1996, which wells were operating at a gross loss
in 1995.

The Company's's expense decreased from $197,327 for the three months ended
September 30, 1995 to $183,138 for the comparable 1996 period ( a decrease of
approximately 7%), primarily due to a decrease in general and administrative
expense of $22,928 offset by an increase in selling expenses of the Looms
Division of $8,739. Predominant among the decreases in general and
administrative expenses of the 1996 third quarter was the decrease in
stockholder communications expense of $17,156. The increase in the Looms
Division's selling expenses in the third quarter of 1996 compared to 1995 was
primarily due to other selling expenses such as design and sample expenses which
increased $16,134, offset by a decrease in commissions expense of $9,122.

Net loss increased $108,633 from $161,797 for the quarter ended September 30,
1995 to $270,430 for the quarter ended September 30, 1996 ( an increase of
approximately 67% ), primarily due to the decrease in revenues as a result of
the gross loss on sales of the Looms Division.

Liquidity and Capital Resources

The primary source of the Company's working capital during the first nine months
of 1996 was cash from operations from the sale of woven fabrics produced by the
Looms Division and, to a lesser extent, from the sale of oil and gas from the
Company's ownership interest in oil and gas wells. The Company's unrestricted
cash and cash equivalents decreased from $26,296 at December 31, 1995 to $5,554
at September 30, 1996.

In connection with the operation of the Looms Division, the Company entered into
a Factoring Agreement with NationsBanc Commercial Corporation ("NationsBanc") as
of June 1, 1995 (the "Factoring Agreement") which was subsequently amended
effective September 1, 1996. Pursuant to the terms of the Factoring Agreement,
the Company, among other things, (i) has agreed to (a) assign to NationsBanc its
interest in all receivables derived from the sale of the woven fabrics produced
by the Looms Division and (b) pay NationsBanc a commission of one percent of the
gross amount on such receivables, with a minimum commission of $36,000 for the
period June 1, 1995 to December 31, 1996 and a minimum annual commission of
$50,000 thereafter and (ii) may (a) request advances up to ninety-five percent
of the net purchase price of the receivables and (b) pay


                                       9
<PAGE>

interest on such advances at the rated of one-half of one percent above Nations
Banc's prime rate for the period June 1, 1995 to August 31, 1996 and at one
percent above such prime rate thereafter.

The amended Factoring Agreement has an initial term expiration date of September
1, 1998 and is renewable for two year periods thereafter until terminated on the
initial term expiration date (or any anniversary thereof) by either party giving
not less than sixty days prior written notice.

Seasonality

The Company's Looms Division business is seasonal and typically realizes higher
revenues and operating income in the first and fourth calendar quarters. Such
seasonality, taking into account the standard lead time required by the fashion
industry to manufacture apparel, would correspond respectively to the autumn and
spring retail selling seasons.

The Company's oil and gas business is not seasonal, except that sales of natural
gas peak during the winter heating season.


                                       10
<PAGE>

                           PART II - OTHER INFORMATION


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

      (a) The following exhibits are included herein:

          Exhibit 10.4 - Amendment dated August 14, 1996, effective September 1,
          1996, to the Factoring Agreement between Levcor International, Inc.
          and NationsBanc Commercial Corporation dated June 1, 1995.

          Exhibit 27 - Financial Data Schedule Article 5 included for Electronic
          Data Gathering, Analysis, and Retrieval (EDGAR) purposes only. This
          Schedule contains summary financial information extracted from the
          balance sheets and statements of operations and is qualified in its
          entirety by reference to such financial statements.

      (b) No reports on Form 8-K were filed during the quarter for which this
          report is being filed.


                                       11
<PAGE>

                                   SIGNATURES

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

                           LEVCOR INTERNATIONAL, INC.
                           --------------------------


Date   November 12, 1996           /s/ Robert A. Levinson
       -----------------------     ------------------------------
                                   Robert A. Levinson 
                                   President          
                                   




Date   November 12, 1996           /S/ Rudolph E. Bremser 
       -----------------------     ------------------------------
                                   Rudolph E. Bremser     
                                   Treasurer              

                                       12