<PAGE>
 
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-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                  FORM 10-K/A
                               (AMENDMENT NO. 1)
 
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934
 
                 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
 
                                      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 0-23078
 
                              MAPINFO CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                               ----------------
 
               NEW YORK                              06-1166630
    (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER 
  OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)

                               ----------------
 
                                ONE GLOBAL VIEW
                             TROY, NEW YORK 12180
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
 
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (518) 285-6000
 
                               ----------------
 
  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
 
  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock,
$.002 Par Value Per Share
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
 
  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-K or any
amendment to this Form 10-K [_]
 
  The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $49,893,930 based on the closing price of the
Common Stock on the Nasdaq National Market on December 23, 1996.
 
  The number of shares outstanding of the registrant's common stock, $.002 par
value per share as of December 23, 1996 was 5,775,862.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
<TABLE>
<CAPTION>
                                                                       10-K
DOCUMENT DESCRIPTION                                                   PART
--------------------                                                  -------
<S>                                                                   <C>
Specifically Identified Portions of the Registrant's Proxy Statement
 for the Annual Meeting of Shareholders to be held on February 13,
 1997................................................................     III
</TABLE>
 
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<PAGE>
 
                              MAPINFO CORPORATION
 
                           ANNUAL REPORT ON FORM 10-K
 
                         YEAR ENDED SEPTEMBER 30, 1996
 
                                     ITEM 8
 
                              FINANCIAL STATEMENTS
 
                                       16
<PAGE>
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
             CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN ITEM 8:
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
Report of Independent Accountants                                           18
Consolidated Statements of Income for the years ended September 30, 1994,
 1995 and 1996                                                              19
Consolidated Balance Sheets as of September 30, 1995 and 1996               20
Consolidated Statements of Stockholders' Equity for the years ended
 September 30, 1994, 1995 and 1996                                          21
Consolidated Statements of Cash Flows for the years ended September 30,
 1994, 1995 and 1996                                                        22
Notes to Consolidated Financial Statements                                  23
</TABLE>
 
                                       17
<PAGE>

[LOGO OF COOPERS & LYBRAND APPEARS HERE]

 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Stockholders
of Maplnfo Corporation and Subsidiaries
 
We have audited the consolidated financial statements and the financial
statement schedule of MapInfo Corporation and Subsidiaries listed in Item
14(a) of this Form 10-K. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule 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 consolidated financial position of MapInfo
Corporation and Subsidiaries as of September 30, 1996 and 1995, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended September 30, 1996 in conformity with
generally accepted accounting principles. In addition, in our opinion, the
financial statement schedule referred to above, when considered in relation to
the basic financial statements taken as a whole, present fairly, in all
material respects, the information required to be included therein.
 
                                                 COOPERS & LYBRAND L.L.P.
 
Albany, New York
November 5, 1996
 
                                      18
<PAGE>
 
                      MAPINFO CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                           Year Ended September 30,
                                          --------------------------
                                            1994     1995     1996
                                          -------- -------- --------
                                            (in thousands, except
                                             earnings per share)
<S>                                       <C>      <C>      <C>
Net revenues:
  Products                                $ 26,981 $ 36,070 $ 36,980
  Services                                   2,739    3,971    4,552
                                          -------- -------- --------
    Total net revenues                      29,720   40,041   41,532
                                          -------- -------- --------
Cost of revenues:
  Products                                   4,035    5,024    6,546
  Services                                   2,155    2,701    2,814
                                          -------- -------- --------
    Total cost of revenues                   6,190    7,725    9,360
                                          -------- -------- --------
Gross profit                                23,530   32,316   32,172
                                          -------- -------- --------
Operating expenses:
  Research and development                   4,102    5,752    6,984
  Selling and marketing                     11,736   17,541   19,565
  General and administrative                 3,077    4,749    5,688
                                          -------- -------- --------
    Total operating expenses                18,915   28,042   32,237
                                          -------- -------- --------
Operating income (loss)                      4,615    4,274      (65)
Other income, net                              406    1,035      975
                                          -------- -------- --------
Income before provision for income taxes     5,021    5,309      910
Provision for income taxes                   1,823    1,513      203
                                          -------- -------- --------
Net income                                $  3,198 $  3,796 $    707
                                          ======== ======== ========
Earnings per share:
  Primary                                 $   0.61 $   0.65 $   0.12
  Fully diluted                           $   0.61 $   0.65 $   0.12
Weighted average shares outstanding:
  Primary                                    5,231    5,841    5,865
  Fully diluted                              5,236    5,841    5,865
</TABLE>
 
 
                            See accompanying notes.
 
                                       19
<PAGE>
 
                      MAPINFO CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                September 30,
                                                               ---------------
                                                                1995    1996
                                                               ------- -------
                                                               (in thousands)
<S>                                                            <C>     <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                    $14,846 $27,104
  Short-term investments, at cost                               14,970   4,795
  Accounts receivable, less allowance of $949 at September 30,
   1995, and $1,249 at September 30, 1996                        9,527   7,581
  Inventories                                                      241   1,021
  Other current assets                                           1,148     844
  Income taxes receivable                                                  260
  Deferred income taxes                                            893     845
                                                               ------- -------
    Total current assets                                        41,625  42,450
Property and equipment--net                                      3,564   4,685
Product development costs--net                                     542   1,115
Deferred income taxes                                                      385
Intangibles and other assets                                       691     456
                                                               ------- -------
    Total assets                                               $46,422 $49,091
                                                               ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                             $ 1,542 $ 1,751
  Accrued expenses                                               4,721   4,820
  Deferred revenue                                                 970   1,451
  Income taxes payable                                             107     536
                                                               ------- -------
    Total current liabilities                                    7,340   8,558
Other non-current liabilities                                      268     138
Deferred income taxes                                              118
                                                               ------- -------
    Total liabilities                                            7,726   8,696
                                                               ------- -------
Commitments (Note 7)
Stockholders' Equity:
  Common stock, $.002 par value; 25,000 shares authorized;
   5,648 and 5,775 shares issued, respectively                      11      12
  Preferred stock, $.01 par value; 1,000 shares authorized;
   none issued
  Paid in capital                                               28,846  29,824
  Retained earnings                                              9,840  10,547
  Translation adjustment                                                    13
                                                               ------- -------
                                                                38,697  40,396
Less treasury stock, at cost, 2 shares                               1       1
                                                               ------- -------
    Total stockholders' equity                                  38,696  40,395
                                                               ------- -------
    Total liabilities and stockholders' equity                 $46,422 $49,091
                                                               ======= =======
</TABLE>
 
                            See accompanying notes.
 
                                       20
<PAGE>
 
                      MAPINFO CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             For the Years Ended September 30, 1994, 1995 and 1996
 
<TABLE>
<CAPTION>
                            Common Stock
                          ---------------- Paid-in Retained Translation Treasury
                           Shares   Amount Capital Earnings Adjustment   Stock
                          ------------------------------------------------------
                                    (in thousands, except share data)
<S>                       <C>       <C>    <C>     <C>      <C>         <C>
Balance, September 30,
 1993                     3,982,755  $ 8   $ 2,691 $ 2,846                $(1)
Exercise of options         128,943            156
Initial public offering,
 net of offering costs    1,347,500    3    23,095
Tax benefit from option
 exercises                                     571
Net income                                           3,198
                          ------------------------------------------------------
Balance, September 30,
 1994                     5,459,198   11    26,513   6,044                 (1)
Exercise of options and
 sale of stock under the
 Employee Stock Purchase
 Plan                       189,353            806
Tax benefit from option
 exercises                                   1,527
Net income                                           3,796
                          ------------------------------------------------------
Balance, September 30,
 1995                     5,648,551   11    28,846   9,840                 (1)
Exercise of options and
 sale of stock under the
 Employee Stock Purchase
 Plan                       126,429    1       593
Tax benefit from option
 exercises                                     385
Net income                                             707
Foreign currency                                                $13
                          ------------------------------------------------------
Balance, September 30,
 1996                     5,774,980  $12   $29,824 $10,547      $13       $(1)
                          ------------------------------------------------------
                          ------------------------------------------------------
</TABLE>
 
 
 
 
                            See accompanying notes.
 
                                       21
<PAGE>
 
                      MAPINFO CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                Year Ended September 30,
                                                --------------------------
                                                  1994     1995     1996
                                                --------  -------  -------
                                                     (in thousands)
<S>                                             <C>       <C>      <C>
CASH FLOWS FROM (USED FOR) OPERATIONS
  Net income                                    $  3,198  $ 3,796  $   707
  Depreciation and amortization                    1,093    1,983    3,153
  Allowance for doubtful accounts and sales re-
   turns                                             120      616      189
  Provision for deferred income taxes                 92     (816)    (455)
  Other                                               16               200
Changes in operating assets and liabilities,
 net of acquisition:
  Accounts receivable                             (1,877)  (5,492)   1,646
  Inventories                                       (207)     482     (669)
  Other current assets                              (628)    (145)     304
  Accounts payable and accrued expenses              764    2,207      426
  Deferred revenue                                   190      580      429
  Income taxes                                      (780)     107      169
                                                --------  -------  -------
    NET CASH FROM OPERATIONS                       1,981    3,318    6,099
                                                --------  -------  -------
CASH FLOWS FROM (USED FOR) INVESTMENTS
  Additions to property and equipment             (1,577)  (2,002)  (3,406)
  Capitalized product development costs             (569)    (594)  (1,316)
  Purchase of business and other assets                      (615)     (76)
  Short-term investments                         (16,079)   3,283   10,175
                                                --------  -------  -------
    NET CASH FROM (USED FOR) INVESTMENTS         (18,225)      72    5,377
                                                --------  -------  -------
CASH FLOWS FROM (USED FOR) FINANCING
  Payments on notes payable, long-term debt and
   capital leases                                   (519)    (183)    (196)
  Proceeds from exercise of stock options and
   ESPP purchases                                    156      806      593
  Tax benefit from option exercises                  571    1,527      385
  Proceeds of issuance of common stock, net       23,098
                                                --------  -------  -------
    NET CASH FROM FINANCING                       23,306    2,150      782
                                                --------  -------  -------
NET CHANGE IN CASH AND CASH EQUIVALENTS            7,062    5,540   12,258
Cash and cash equivalents, beginning of period     2,244    9,306   14,846
                                                --------  -------  -------
Cash and cash equivalents, end of period        $  9,306  $14,846  $27,104
                                                ========  =======  =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMA-
 TION
Cash paid during the year for:
  Interest                                      $     88  $    32  $    16
  Income taxes                                     1,241      662      170
</TABLE>
 
                            See accompanying notes.
 
                                       22
<PAGE>
 
                     MAPINFO CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of Operations
 
  The Company designs, develops, markets, licenses and supports mapping
software products, application development tools, and data products, together
with a range of consulting, training and technical support services. These
products are sold through multiple distribution channels, including an
indirect channel of value-added resellers and distributors, a corporate
account sales force, and a telemarketing sales group. The Company markets its
products worldwide through sales offices in North America, Europe, Australia,
China, Hong Kong, Taiwan and Japan.
 
 Basis of Consolidation
 
  The consolidated financial statements include the accounts of MapInfo
Corporation and its wholly-owned subsidiaries formed in 1994 in Germany and in
1995 in the United Kingdom and Australia. Significant intercompany balances
and transactions have been eliminated.
 
 Use of Estimates in the Preparation of Financial Statements
 
  The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets & liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 Cash and Cash Equivalents
 
  For the purpose of the cash flows statements, the Company defines cash and
cash equivalents as cash and investments with original maturities of three
months or less.
 
 Inventories
 
  Inventories are stated at the lower of cost or market as determined on the
average cost method and consist primarily of computer media, user manuals and
software packaging supplies.
 
 Short-term Investments
 
  Short-term investments are stated at amortized cost, which approximates
market value.
 
 Property and Equipment
 
  Property and equipment is stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives of the assets (two to
ten years) for financial reporting purposes and accelerated methods for tax
purposes. When assets are sold, retired, or otherwise disposed of, the
applicable costs and accumulated depreciation are removed from the accounts
and the resulting gain or loss is recognized.
 
 Product Development Costs
 
  Product development costs, including product enhancements, are capitalized
after technological feasibility has been established. These costs are reported
at the lower of unamortized cost or net realizable value and are being
amortized on a straight-line basis over two years, the estimated economic life
of the products. Annual amortization under the straight-line method is greater
than the ratio of current gross revenue to total expected product revenues
method. Amortization expense is classified as research and development expense
in the accompanying consolidated statements of income.
 
 
                                      23
<PAGE>
 
                     MAPINFO CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Intangible Assets
 
  Intangible assets represents the excess of cost over the fair value of net
assets acquired. Intangible assets are being amortized using the straight-line
method over seven years. The Company continually evaluates the existence of
goodwill impairment on the basis of whether the goodwill is fully recoverable
from projected, undiscounted net cash flows of the related business unit.
 
 Revenue Recognition
 
  Product revenue: Revenue from software license and technology development
fees is recognized upon the later of shipment of product or completion of
significant obligations to customers, if collectibility of the resulting
receivable is probable. Upon the recognition of revenue, all costs associated
with insignificant obligations are accrued.
 
  Postcontract customer support (PCS): Generally, PCS that is bundled with an
initial licensing fee is for one year or less and is recognized together with
the initial licensing fee on delivery of the software, if collectibility of
the resulting receivable is probable and enhancements and the costs of
providing these services are expected to be insignificant. When PCS is sold
under separate agreements, the revenue is recognized ratably over the term of
the agreement.
 
 Reserve for Returns
 
  The Company as a matter of policy provides the buyer the right to return the
product within 30 days, for a refund of the purchase price or replacement of
the product. Accordingly, the Company accrues for estimated future returns.
 
 Income Taxes
 
  Statement of Financial Accounting Standard No. 109-"Accounting for Income
Taxes" requires the use of the asset and liability method of accounting for
income taxes. Under the asset and liability method, deferred income taxes are
recognized for the tax consequences of "temporary differences" by applying
enacted statutory tax rates applicable for future years to differences between
financial statement and tax basis of existing assets and liabilities. The
effect of tax rate changes on deferred taxes is recognized in the income tax
provision in the period that includes the enactment date.
 
  Business tax credits are recorded by the flow-through method of accounting,
whereby they are applied as a reduction of income tax expense in the year the
credits are utilized.
 
 Foreign Currency
 
  The assets and liabilities of the Company's foreign subsidiaries are
translated at year-end exchange rates, and the income statements are
translated at the average rate of exchange for the year. Gains or losses
resulting from translating non-U.S. currency financial statements are
accumulated in a separate component of stockholders' equity. Gains and losses
from foreign currency transactions are included in net income.
 
 Computation of Earnings Per Share
 
  Earnings per share is computed using the weighted average number of common
and dilutive common equivalent shares outstanding during the period. Dilutive
common equivalent shares consist of stock options using the treasury stock
method.
 
                                      24
<PAGE>
 
                     MAPINFO CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                (in thousands)
 
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Reclassifications
 
  Certain reclassifications have been made to the 1994 and 1995 amounts to
conform with the 1996 presentation.
 
2. SHORT-TERM INVESTMENTS
 
  The Company's short-term investments consist of debt securities which
includes Government bonds and Municipal bonds with maturity dates of one year
or less. In accordance with SFAS No. 115, these debt securities have been
classified in the accompanying consolidated balance sheets as held-to-maturity
securities and are reported at amortized cost because the Company has the
positive intent and ability to hold these debt securities to maturity.
 
  At September 30, short-term investments consist of the following:
 
<TABLE>
<CAPTION>
                                1995                   1996
                       ---------------------- ----------------------
     Type of           Amortized  Aggregate   Amortized  Aggregate
     Investment          cost    market value   cost    market value
     ----------        --------- ------------ --------- ------------
     <S>               <C>       <C>          <C>       <C>
     Municipal bonds     $12,904   $12,905     $4,759      $4,759
     Government bonds      2,066     2,061         36          35
                        -------    -------     ------      ------
                         $14,970   $14,966     $4,795      $4,794
                        =======    =======     ======      ======
</TABLE>
 
Included in other income, net is interest income of $587, $1,141, and $1,206,
in 1994, 1995, and 1996, respectively.
 
3. PROPERTY AND EQUIPMENT
 
  Property and equipment consist of the following:
 
<TABLE>
<CAPTION>
                                                 September 30,
                                                ----------------
                                                 1995     1996
                                                -------  -------
     <S>                                        <C>      <C>
     Computer hardware and software             $ 5,051  $ 7,365
     Equipment                                      607      945
     Furniture and fixtures                         778    1,335
     Leasehold improvements                          85      286
                                                -------  -------
                                                  6,521    9,931
     Accumulated depreciation and amortization   (2,957)  (5,246)
                                                -------  -------
                                                $ 3,564  $ 4,685
                                                =======  =======
</TABLE>
 
 
Depreciation and amortization expense for the years ended September 30, 1994,
1995 and 1996 was $843, $1,377, and $2,289, respectively.
 
4. PRODUCT DEVELOPMENT COSTS
 
  Product development costs consist of the following:
 
<TABLE>
<CAPTION>
                                 September 30,
                                ----------------
                                 1995     1996
                                -------  -------
     <S>                        <C>      <C>
     Product development costs  $ 1,626  $ 2,802
     Accumulated amortization    (1,084)  (1,687)
                                -------  -------
                                $   542  $ 1,115
                                =======  =======
</TABLE>
 
                                      25
<PAGE>
 
                     MAPINFO CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                (in thousands)
 
 
 
4. PRODUCT DEVELOPMENT COSTS (CONTINUED)
 
Capitalized product development costs for the years ended September 30, 1994,
1995, and 1996 was approximately $569, $594, and $1,316, respectively.
 
Amortization of capitalized product development costs for the years ended
September 30, 1994, 1995, and 1996 was approximately $250, $606, and $743,
respectively.
 
5. ACCRUED EXPENSES
 
  Accrued expenses consist of the following:
 
<TABLE>
<CAPTION>
                         September 30,
                         -------------
                          1995   1996
                         ------ ------
     <S>                 <C>    <C>
     Accrued payroll     $  695 $1,088
     Accrued vacation       486    503
     Accrued royalties      327    647
     Accrued marketing      246    388
     Accrued commission     651    296
     Accrued other        2,316  1,898
                         ------ ------
                         $4,721 $4,820
                         ====== ======
</TABLE>
 
6. LINES OF CREDIT
 
  The Company has a $10 million uncollateralized line of credit with a
commercial bank, none of which was drawn down at September 30, 1995 or 1996.
Interest is at the bank's prime rate. The line of credit expires on January
31, 1997.
 
The Company has a revolving convertible credit facility with a commercial bank
under which a maximum of $20 million can be borrowed for a two year period and
then converted into a three year term loan. Interest is at the bank's prime
rate, LIBOR plus 1.5%, or a fixed rate, at the Company's option. The credit
facility contains certain financial ratio covenants and is collateralized by
the common stock and distribution agreements of certain subsidiaries. None of
this credit facility was drawn down at September 30, 1996. The facility
expires in December 1997.
 
7. COMMITMENTS
 
  The Company leases two facilities in the Rensselaer Technology Park totaling
approximately 102,000 square feet of office space. These offices house the
corporate headquarters and the principal research and development center and
the principal sales, marketing and administrative staff for the Americas.
These leases contain a nominal escalation in rental payments over the term of
the lease, and in addition to monthly lease payments, the Company is
responsible for such costs as real estate taxes and maintenance. The Company
may acquire these facilities through the termination of these leases at
negotiated purchase prices. The leases expire in 2002 and 2004.
 
Future minimum rental payments required under operating leases that have
initial or remaining non-cancelable lease terms in excess of one year as of
September 30, 1996 decline from $1.8 million in 1997 to $1.4 million in 2001.
 
Total rent expense for the years ended September 30, 1994, 1995 and 1996 was
approximately $653, $722, and $1,665, respectively.
 
                                      26
<PAGE>
 
                     MAPINFO CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                (in thousands)
 
 
 
8. INCOME TAXES
 
  Income tax expense consists of:
 
<TABLE>
<CAPTION>
                            Year Ended September 30,
                           -----------------------------
                             1994      1995      1996
                           --------- ---------  --------
   <S>                     <C>       <C>        <C>
   Current:
     Federal               $   1,463 $   1,742  $  484
     State                       256       548     (50)
     Foreign                      12        39     224
                           --------- ---------  ------
                               1,731     2,329     658
   Deferred income taxes:
     Federal                      68      (664)   (422)
     State                        24      (152)     28
     Foreign                                       (61)
                           --------- ---------  ------
                                  92      (816)   (455)
                           --------- ---------  ------
   Income tax expense      $   1,823 $   1,513  $  203
                           ========= =========  ======
</TABLE>
 
The provision for income taxes has been reduced for research and development
tax credits of approximately $108, $246, and $65 in 1994, 1995 and 1996,
respectively. At September 30, 1996, the Company has approximately $287 of
research and development tax credit carryforwards which begin to expire in
2009 and approximately $92 of alternative minimum tax credit carryforwards
which have no expiration date.
 
The provision for income taxes differs from the amount computed by applying
the U.S. federal statutory income tax rate of 34% as follows:
 
<TABLE>
<CAPTION>
                                                  Year Ended September 30,
                                                 ----------------------------
                                                   1994      1995      1996
                                                 --------  --------  --------
   <S>                                           <C>       <C>       <C>
   Federal statutory income tax rate                   34%       34%       34%
   State taxes                                          3         5         2
   Non-U.S. tax rates and other foreign charges                            24
   Tax-exempt investment income                                  (6)      (42)
   Research and development credit                     (2)       (5)       (7)
   Non-deductible expenses and other                  1.3       0.5      11.3
                                                 --------  --------  --------
                                                     36.3%     28.5%     22.3%
                                                 ========  ========  ========
</TABLE>
 
U.S. income before taxes was $4,935, $5,496, and $684 for the years ended
September 30, 1994, 1995 and 1996, respectively.
 
                                      27
<PAGE>
 
                     MAPINFO CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                (in thousands)
 
 
 
8. INCOME TAXES--(CONTINUED)
 
  Deferred income taxes recorded in the consolidated balance sheets at
September 30, 1995 and 1996 consist of the following temporary differences:
 
<TABLE>
<CAPTION>
                                               1995   1996
                                               ----  ------
<S>                                            <C>   <C>
Current deferred tax assets:
 Accrued expenses                              $605  $  513
 Bad debt reserve                                44     106
 Inventory                                       42      31
 Allowance for returns                          202     195
                                               ----  ------
  Net current deferred tax assets               893     845
Long term deferred tax assets (liabilities):
 Capitalized product development costs         (210)   (269)
 Tax credit carryovers                                  379
 Property and equipment                         (42)     73
 Accrued expenses                                87     113
 Other non-current assets                        47      89
                                               ----  ------
  Net long term deferred tax asset (liability) (118)    385
                                               ----  ------
Net deferred tax asset                         $775  $1,230
                                               ====  ======
</TABLE>
 
There are no valuation allowances recorded against the Company's deferred tax
assets, as it is more likely than not that all future tax benefits will be
realized against future taxable income. However, the amount of deferred tax
assets, considered realizable could be reduced in the near term if estimates
of future taxable income are reduced.
 
9. STOCK OPTIONS
 
  The 1993 Stock Incentive Plan has 925,000 shares reserved for issuance to
employees. Stock option activity under this plan is as follows:
 
<TABLE>
<CAPTION>
                                           Outstanding Options
                                        --------------------------
                              Shares     Number        Price
                             Available     of           per
                             for Grant   Shares        Share
                            -------------------------------------- 
<S>                          <C>        <C>       <C>
Initial shares reserved       400,000
   Options granted           (120,116)   120,116  $18.50 to $24.00
   Options forfeited            4,583     (4,583) $19.00
   Options exercised                         (17) $19.00
                            -------------------------------------- 
Balance, September 30, 1994   284,467    115,516  $18.50 to $24.00
                            -------------------------------------- 
Additional shares reserved    275,000
   Options granted           (266,400)   266,400  $17.25 to $35.25
   Options forfeited           36,051    (36,051) $18.50 to $26.00
   Options exercised                      (5,522) $18.50 to $21.50
                            -------------------------------------- 
Balance, September 30, 1995   329,118    340,343  $17.25 to $35.25
                            -------------------------------------- 
Additional shares reserved    250,000
   Options granted           (698,035)   698,035  $9.625 to $20.00
   Options forfeited          480,017   (480,017) $12.00 to $35.25
   Options exercised                      (2,398) $12.00 to $19.00
                            -------------------------------------- 
Balance, September 30, 1996   361,100    555,963  $9.625 to $30.25
                            ====================================== 
</TABLE>
 
                                      28
<PAGE>
 
                     MAPINFO CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                (in thousands)
 
 
9. STOCK OPTIONS--(CONTINUED)
 
  Under the 1993 Stock Incentive Plan options to purchase 7,306, 41,322 and
53,715 shares of common stock were exercisable at September 30, 1994, 1995 and
1996, respectively.
 
In March 1996, the Company repriced certain options granted to employees under
this plan on a four-for-five basis. Option holders, holding options to
purchase an aggregate of 327,177 shares with exercise prices ranging from
$17.25 to $35.25 per share were issued 267,741 new options with an exercise
price of $12.00 per share, the closing price of the Company's common stock on
the date of the repricing. The options granted and forfeited as a result of
this repricing are included in the table above.
 
The 1993 Director Stock Option Plan has 20,000 shares reserved for issuance to
non-employee directors. As of September 30, 1996, options to purchase 15,836
shares at prices ranging from $11.00 to $25.00 have been granted under the
Director Stock Option Plan. In 1995, options for 1,818 shares were exercised
at $11.00. There were no options exercised under this plan in 1994 and 1996.
Options for 14,018 shares at prices ranging from $11.00 to $25.00 remain
outstanding, of which options for 5,018 shares are exercisable at September
30, 1996.
 
In addition, the Company has two non-qualified stock option plans (Plan I and
II) with six and ten year terms. Options for 60,393, 158,085 and 71,883 shares
were exercised under Plans I and II at prices ranging from $1.00 to $11.00 for
the years ending September 30, 1994 and 1995, respectively, and at prices
ranging from $1.74 to $9.00 for the year ended September 30, 1996. Options for
114,286 shares at prices ranging from $1.74 to $11.00 remain outstanding and
options for 58,934 shares are exercisable at September 30, 1996. No further
options will be granted under Plans I and II.
 
In addition, the Company has various non-qualified stock option arrangements
with certain employees of the Company, under which 258,033 shares were
granted. At September 30, 1996, options for 19,500 shares are vested and
remain exercisable at $0.02 per share. Options for 68,533 were exercised at
prices ranging from $0.02 to $1.74 in 1994, no options were exercised in 1995,
and 10,000 options were exercised at $0.02 per share in 1996.
 
10. DEFERRED COMPENSATION (401(K)) PLAN
 
The Company has a deferred compensation (401(k)) plan which covers
substantially all U.S.-based employees who have met certain service
requirements. Employees may contribute up to 17% of their annual salary (up to
the maximum established by the IRS each year) to the plan. Beginning April 1,
1994, the Company may at its option contribute up to 50% of the first one
thousand dollars contributed by each employee to the plan. Deferred
compensation expense for the years ended September 30, 1994, 1995 and 1996 was
$66, $94 and $110, respectively.
 
                                      29
<PAGE>
 
                     MAPINFO CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                (in thousands)
 
 
11. EMPLOYEE STOCK PURCHASE PLAN
 
  The 1993 Employee Stock Purchase Plan permits eligible employees to
purchase, at a 15% discount, common stock of the Company up to 10% of their
pay. The Company has reserved 100,000 shares of common stock for issuance
under this plan. Activity under the Plan is as follows:
 
<TABLE>
<CAPTION>
                                Shares
                              available        Price
                             for issuance    Per  Share
                             ------------ ----------------
<S>                          <C>          <C>
Initial shares reserved        100,000
1995 Purchases                 (23,508)   $15.73 to $17.00
                               -------
Balance, September 30, 1995     76,492
1996 Purchases                 (42,148)   $ 9.56 to $10.20
                               -------
Balance, September 30, 1996     34,344
                               =======
</TABLE>
 
12. CONCENTRATION OF CREDIT RISK
 
  The Company's investment portfolio is diversified and consists of short-term
investment grade securities. At September 30, 1996, the Company had $397 in
U.S. banks in excess of insured limits and $790 in uninsured foreign banks.
The Company sells a significant portion of its product through third-party
distributors. Sales to one distributor represented 9% of total net revenues
for the year ended September 30, 1996, and 10% of total accounts receivable at
September 30, 1996. The next scheduled expiration/renewal date for this
distribution contract is March 1, 1997. There can be no assurance that this
distribution contract will be renewed.
 
13. BUSINESS SEGMENT AND INTERNATIONAL OPERATIONS
 
  The Company operates in one industry segment consisting of the development,
marketing, licensing and support of mapping software and data products.
 
  Summarized information relating to international operations is as follows:
 
<TABLE>
<CAPTION>
                                              September 30,
                                         ------------------------
                                          1994    1995     1996
                                         ------- -------  -------
<S>                                      <C>     <C>      <C>
Sales to unaffiliated customers:
  United States                          $21,696 $26,298  $19,688
  Europe                                   1,961   3,457   10,067
  Australia                                          607    5,127
  Export sales from United States          6,063   9,679    6,650
                                         ------- -------  -------
   Total sales to unaffiliated customers $29,720 $40,041  $41,532
                                         ======= =======  =======
Operating income (loss)
  United States                          $ 4,394 $ 4,406  $  (473)
  Europe                                     221    (149)     366
  Australia                                           17       42
                                         ------- -------  -------
   Total operating income (loss)         $ 4,615 $ 4,274  $   (65)
                                         ======= =======  =======
Identifiable assets
  United States                          $36,069 $41,815  $42,367
  Europe                                   1,185   3,110    4,980
  Australia                                        1,497    1,744
                                         ------- -------  -------
   Total identifiable assets             $37,254 $46,422  $49,091
                                         ======= =======  =======
</TABLE>
 
                                      30
<PAGE>
 
                     MAPINFO CORPORATION AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                                (in thousands)
 
 
13. BUSINESS SEGMENT AND INTERNATIONAL OPERATIONS (CONTINUED)
 
Export sales from the United States include sales primarily to Canada, Japan,
Hong Kong, and, for the first half of 1995, Europe. Individual country
revenues do not equal or exceed 10% of total revenues. Revenues outside the
Americas increased from 30% of revenues in fiscal 1995 to 48% of revenues in
fiscal 1996. The international portion of the Company's business is subject to
a number of inherent risks, including the difficulties in building and
managing international operations, difficulties in localizing products and
translating documentation into international languages, fluctuations in the
value of international currencies, fluctuating import/export duties and
quotas, and unexpected regulatory, economic, or political changes in
international markets. Changes in international business conditions could have
a material adverse effect on the Company's business and results of operations
in the near term.
 
14. ACQUISITION
 
  Pursuant to an Asset Purchase Agreement dated August 3, 1995, the Company
purchased assets approximating $824 of its master distributor in Australia,
Peripheral Systems Pty Ltd., an Australian corporation. Purchase consideration
was $330, payable in cash, the assumption of liabilities approximating $116,
and an additional cash payment of $378, paid in February 1996. The acquisition
was accounted for under the purchase method. The results of operations include
the acquired business from date of acquisition.
 
15. OTHER DEVELOPMENTS
 
  Statement of Financial Accounting Standards No. 121-"Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
is effective for fiscal years beginning after December 15, 1995. The Company
adopted this Statement on October 1, 1996. The adoption of this Statement is
not expected to have a material effect on the Company's financial condition or
results of operations. Statement of Financial Accounting Standards No. 123-
"Accounting for Stock-Based Compensation" is effective for fiscal years
beginning after December 15, 1995. The Company adopted this Statement on
October 1, 1996. The Company has elected to continue to apply APB Opinion No.
25 in accounting for its stock-based compensation arrangements. The
information for pro-forma disclosure is presently not known.
 
16. SUBSEQUENT EVENT
 
  Pursuant to an Agreement dated October 2, 1996, the Company acquired an
exclusive, worldwide license to distribute and sub-license SpatialWare
technology from Unisys Corporation for a six month period. Under the
Agreement, the Company also acquired an option to purchase the underlying
intellectual property and certain fixed assets and to employ the staff of
people engaged in the development, sales and marketing of SpatialWare in
Canada, the United States, and Europe. Purchase consideration was $1,439 in
cash at closing and is a nominal amount upon the exercise of the purchase
option. The Company will include these amounts in capitalized product
development costs. The purchase option is exercisable until April 2, 1997.
During the option period, the Company will direct the development, marketing
and sales efforts of the SpatialWare business.
 
In the event the option is exercised, the Company will make contingent cash
payments to Unisys based on revenues generated by the SpatialWare business, up
to a maximum of $1,500. In the event the option is not exercised, the Company
will pay Unisys $350, and this amount, together with the original $1,439
purchase price, would be charged to operations.
 
 
                                      31
<PAGE>
 
PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
 
(A) See Item 8 for Index to Consolidated Financial Statements
 
Consolidated Financial Statement Schedule for the years ended September 30,
1994, 1995 and 1996 included in Item 14(d):
 
Schedule VIII--Valuation and Qualifying Accounts
 
Schedules other than those listed above have been omitted since the required
information is not present or not present in amounts sufficient to require
submission of the schedule, or because the information required is included in
the consolidated financial statements and the notes thereto.
 
                                      32
<PAGE>
 
  Listing of Exhibits
 
<TABLE>
<CAPTION>
   EXHIBIT NO.                             DESCRIPTION
   -----------                             -----------
 <C>             <S>
          *3.1   Restated Certificate of Incorporation of the Registrant, as
                 amended to date.
          r3.2   By-Laws of the Registrant, as amended to date.
          *4     Specimen Certificate for shares of the Registrant's Common
                 Stock.
         *10.1+  Employee Non-Qualified Stock Option Plan I, as amended to
                 date.
         *10.2+  Employee Non-Qualified Stock Option Plan II, as amended to
                 date.
         r10.3+  1993 Stock Incentive Plan, as amended to date.
         r10.4+  1993 Director Stock Option Plan, as amended to date.
         *10.5   Lease Agreement dated as of August 1, 1993 by and between the
                 Registrant and Rensselaer Polytechnic Institute.
        ++10.7+  Amended and Restated Employment Agreement, dated as of
                 February 14, 1994 by and between the Registrant and Brian D.
                 Owen.
 (degrees)10.8+  Amended and Restated Employment Agreement, dated as of May 2,
                 1994 by and between the Registrant and Matthew J. Szulik.
         *10.9+  Employee Patent, Confidential Information and Non-Competition
                 Agreement dated as of November 4, 1992 by and between the
                 Registrant and Brian D. Owen.
         *10.10+ Employee Patent, Confidential Information and Non-Competition
                 Agreement dated as of January 5, 1993 by and between the
                 Registrant and Matthew J. Szulik.
        ++10.11+ Employee Patent and Confidential Information Agreement dated
                 as of May 1, 1988 by and between the Registrant and Michael D.
                 Marvin.
        ++10.12+ Employee Patent and Confidential Information Agreement dated
                 as of May 3, 1988 by and between the Registrant and John F.
                 Haller.
        ++10.13+ Employment Agreement, dated as of October 18, 1994 by and
                 between the Registrant and D. Joseph Gersuk.
        ++10.14+ Employee Patent, Confidential Information and Non-Competition
                 Agreement dated as of October 20, 1994 by and between the
                 Registrant and D. Joseph Gersuk.
        ++10.15+ Employment Agreement, dated as of February 3, 1995 by and
                 between the Registrant and Elizabeth A. Ireland.
        ++10.16+ Employee Patent, Confidential Information and Non-Competition
                 Agreement dated as of August 21, 1989 by and between the
                 Registrant and Elizabeth A. Ireland.
         r10.17+ Employment Agreement, dated as of February 6, 1995 by and
                 between the Registrant and F. Steven Weick.
         r10.18+ Employee Patent, Confidential Information and Non-Competition
                 Agreement dated as of February 7, 1995 by and between the
                 Registrant and F. Steven Weick.
         r10.19  Two Global View Lease. Lease Agreement dated as of January 10,
                 1995 between Rensselaer Polytechnic Institute and the
                 Registrant
         g10.20+ Amended and restated Employment Agreement dated as of May 16,
                 1995 by and between the Registrant and Brian D. Owen.
</TABLE>
 
 
                                      33
<PAGE>
 
<TABLE>
 <C>     <S>
 h10.21+ Amended and restated Employment Agreement dated as of May 8, 1996 by
         and between the Registrant and Michael D. Marvin.
 s10.22+ Amended and restated Employment Agreement dated as of September 5,
         1996, by and between the Registrant and Brian D. Owen.
 s10.23+ Amended and restated Employment Agreement dated as of September 30,
         1996 by and between the Registrant and Michael D. Marvin.
 s10.24+ Employment Agreement executed on October 1, 1996 by and between the
         Registrant and John C. Cavalier.
 s10.25+ Employee Patent, Confidential Information and Non-Competition
         Agreement dated September 30, 1996 by and between the Registrant and
         John C. Cavalier.
 s10.26+ Amended and restated Employment Agreement dated as of January 11, 1996
         by and between the Registrant and D. Joseph Gersuk.
  s11    Statement regarding computation of per share earnings.
  s21    Subsidiaries of the Registrant.
   23    Consent of Coopers & Lybrand L.L.P.
  s27    Financial Data Schedule
</TABLE>
--------
        * Incorporated herein by reference from the exhibits to the Registrant's
          Registration Statement on Form S-1 (File No. 33-72866).
(degrees) Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on August 15, 1994.
       ++ Incorporated herein by reference from the exhibits to the Form 10-K
          filed with the Securities and Exchange Commission on December 28,
          1994.
        ++Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on February 7, 1995.
       r  Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on May 12, 1995.
       g  Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on August 10, 1995.
       h  Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on May 15, 1996.
        + Management contract or compensation plan or arrangement required to
          be filed pursuant to Item 14(c) of Form 10-K.
        s Previously filed.
 
(B) Reports on Form 8-K
 
The Company filed no reports on Form 8-K with the Securities and Exchange
Commission during the fiscal quarter ended September 30, 1996.
 
                                       34
<PAGE>
 
                                  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.
 
MAPINFO CORPORATION
(Registrant)
 
By: /s/ Joseph Gersuk
  Joseph Gersuk
  Vice President, Treasurer and Chief Finanical Officer (Principal Financial
  and Acccounting Officer)
 
Date: January 2, 1997
 
                                      37
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                      SEQUENTIAL
   EXHIBIT NO.                       DESCRIPTION                       PAGE NO.
   -----------                       -----------                       --------
 <C>             <S>                                                   <C>
          *3.1   Restated Certificate of Incorporation of the
                 Registrant, as amended to date.
          r3.2   By-Laws of the Registrant, as amended to date.
          *4     Specimen Certificate for shares of the Registrant's
                 Common Stock.
         *10.1+  Employee Non-Qualified Stock Option Plan I, as
                 amended to date.
         *10.2+  Employee Non-Qualified Stock Option Plan II, as
                 amended to date.
         r10.3+  1993 Stock Incentive Plan, as amended to date.
         r10.4+  1993 Director Stock Option Plan, as amended to
                 date.
         *10.5   Lease Agreement dated as of August 1, 1993 by and
                 between the Registrant and Rensselaer Polytechnic
                 Institute.
        ++10.7+  Amended and Restated Employment Agreement, dated as
                 of February 14, 1994 by and between the Registrant
                 and Brian D. Owen.
 (degrees)10.8+  Amended and Restated Employment Agreement, dated as
                 of May 2, 1994 by and between the Registrant and
                 Matthew J. Szulik.
         *10.9+  Employee Patent, Confidential Information and Non-
                 Competition Agreement dated as of November 4, 1992
                 by and between the Registrant and Brian D. Owen.
         *10.10+ Employee Patent, Confidential Information and Non-
                 Competition Agreement dated as of January 5, 1993
                 by and between the Registrant and Matthew J.
                 Szulik.
        ++10.11+ Employee Patent and Confidential Information
                 Agreement dated as of May 1, 1988 by and between
                 the Registrant and Michael D. Marvin.
        ++10.12+ Employee Patent and Confidential Information
                 Agreement dated as of May 3, 1988 by and between
                 the Registrant and John F. Haller.
        ++10.13+ Employment Agreement, dated as of October 18, 1994
                 by and between the Registrant and D. Joseph Gersuk.
        ++10.14+ Employee Patent, Confidential Information and Non-
                 Competition Agreement dated as of October 20, 1994
                 by and between the Registrant and D. Joseph Gersuk.
        ++10.15+ Employment Agreement, dated as of February 3, 1995
                 by and between the Registrant and Elizabeth A.
                 Ireland.
        ++10.16+ Employee Patent, Confidential Information and Non-
                 Competition Agreement dated as of August 21, 1989
                 by and between the Registrant and Elizabeth A.
                 Ireland.
         r10.17+ Employment Agreement, dated as of February 6, 1995
                 by and between the Registrant and F. Steven Weick.
         r10.18+ Employee Patent, Confidential Information and Non-
                 Competition Agreement dated as of February 7, 1995
                 by and between the Registrant and F. Steven Weick.
         r10.19  Two Global View Lease. Lease Agreement dated as of
                 January 10, 1995 between Rensselaer Polytechnic
                 Institute and the Registrant
         g10.20+ Amended and restated Employment Agreement dated as
                 of May 16, 1995 by and between the Registrant and
                 Brian D. Owen.
</TABLE>
 
<PAGE>
 
<TABLE>
<CAPTION>
                                    SEQUENTIAL
 EXHIBIT NO.                       DESCRIPTION                         PAGE NO.
 -----------                       -----------                         --------
 <C>         <S>                                                       <C>
 h10.21+     Amended and restated Employment Agreement dated as of
             May 8, 1996 by and between the Registrant and Michael
             D. Marvin.
 s10.22+     Amended and restated Employment Agreement dated as of
             September 5, 1996, by and between the Registrant and
             Brian D. Owen.
 s10.23+     Amended and restated Employment Agreement dated as of
             September 30, 1996 by and between the Registrant and
             Michael D. Marvin.
 s10.24+     Employment Agreement executed on October 1, 1996 by and
             between the Registrant and John C. Cavalier.
 s10.25+     Employee Patent, Confidential Information and Non-
             Competition Agreement dated September 30, 1996 by and
             between the Registrant and John C. Cavalier.
 s10.26+     Amended and restated Employment Agreement dated as of
             January 11, 1996 by and between the Registrant and D.
             Joseph Gersuk.
  s11        Statement regarding computation of per share earnings.
  s21        Subsidiaries of the Registrant.
   23        Consent of Coopers & Lybrand L.L.P.
  s27        Financial Data Schedule
</TABLE>
--------
        * Incorporated herein by reference from the exhibits to the Registrant's
          Registration Statement on Form S-1 (File No. 33-72866).
(degrees) Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on August 15, 1994.
       ++ Incorporated herein by reference from the exhibits to the Form 10-K
          filed with the Securities and Exchange Commission on December 28,
          1994.
        ++Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on February 7, 1995.
       r  Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on May 12, 1995.
       g  Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on August 10, 1995.
       h  Incorporated herein by reference from the exhibits to the Form 10-Q
          filed with the Securities and Exchange Commission on May 15, 1996.
        + Management contract or compensation plan or arrangement required to
          be filed pursuant to Item 14(c) of Form 10-K.
        s Previously filed.