<PAGE>

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-Q

(Mark One)
/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended . . . . . . . . . . . . . . . . .March 31, 1997

                                      OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission file number:  . . . . . . . . . . . . . . . . . . . . . 001-12391

                                PANAVISION INC.
            (Exact name of Registrant as specified in its charter)

             Delaware                          13-3593063
   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)           Identification No.)

        6219 De Soto Avenue
     Woodland Hills, California                    91367
(Address of principal executive offices)         (Zip code)

       Registrant's telephone number including area code:  (818) 316-1000

   Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. Yes /X/  No  / /

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
   Indicate the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date.

   As of May 13, 1997, there were 18,155,000 shares of Panavision Inc. Common
Stock outstanding.

<PAGE>

                               PANAVISION INC.

                  INDEX TO QUARTERLY REPORT ON FORM 10-Q
                   FOR THE QUARTER ENDED MARCH 31, 1997

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

  Condensed Consolidated Statements of Income. . . . . . . . . . . . . . . . 3

  Condensed Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . 4

  Condensed Consolidated Statements of Cash Flows. . . . . . . . . . . . . . 5

  Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . 6

Item 2. Management's Discussion and Analysis of Financial Condition 
        and Results of Operations. . . . . . . . . . . . . . . . . . . . . . 9

PART II. OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .  13

Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . . . . .  13

Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . .  13

Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . .  13

Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . . . .  13

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . .  13




                                    PART I

ITEM 1. FINANCIAL STATEMENTS

The financial information herein, and management's discussion thereof, 
include consolidated data for Panavision Inc. ("Registrant" or "Panavision") 
and its subsidiaries. Registrant and its subsidiaries are sometimes herein 
referred to collectively as the "Company".

                                                                            2

<PAGE>

                              PANAVISION INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                      -----------------------
                                                      QUARTER ENDED MARCH 31,
                                                      -----------------------
                                                         1997         1996
                                                      --------     ----------
Camera rental. . . . . . . . . . . . . . . . . . .    $ 20,926      $  20,072
Lighting rental. . . . . . . . . . . . . . . . . .       5,125            598
Sales and other. . . . . . . . . . . . . . . . . .       5,105          4,495
                                                      --------     ----------
Total rental revenue and sales . . . . . . . . . .      31,156         25,165
Cost of camera rental. . . . . . . . . . . . . . .       8,958          8,698
Cost of lighting rental. . . . . . . . . . . . . .       4,142            317
Cost of sales and other. . . . . . . . . . . . . .       2,729          2,581
                                                      --------     ----------
Gross margin . . . . . . . . . . . . . . . . . . .      15,327         13,569
Selling, general and administrative expenses . . .       8,126          6,713
Research and development expenses. . . . . . . . .       1,315            978
                                                      --------     ----------
Operating income . . . . . . . . . . . . . . . . .       5,886          5,878
Interest income. . . . . . . . . . . . . . . . . .          79            393
Interest expense . . . . . . . . . . . . . . . . .        (956)        (1,587)
Foreign exchange gain (loss) . . . . . . . . . . .         (96)           (73)
Other, net . . . . . . . . . . . . . . . . . . . .         260             91
                                                      --------     ----------

Income before non-controlling partners'
   interest in PILP and income taxes . . . . . . .       5,173          4,702
Non-controlling partners' interest in PILP . . . .           -         (3,291)
                                                      --------     ----------
Income before income taxes . . . . . . . . . . . .       5,173          1,411
Income tax provision . . . . . . . . . . . . . . .      (1,655)          (215)
                                                      --------     ----------
Net income . . . . . . . . . . . . . . . . . . . .     $ 3,518       $  1,196
                                                      --------     ----------
                                                      --------     ----------
Net income per common share. . . . . . . . . . . .     $   .18         $  .08
                                                      --------     ----------
                                                      --------     ----------
Shares used in computation . . . . . . . . . . . .      19,351         15,277

                         See accompanying notes.

                                                                              3

<PAGE>

                               PANAVISION INC.

                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                               --------------   -----------------
                                               MARCH 31, 1997   DECEMBER 31, 1996
                                               --------------   -----------------
                                                (UNAUDITED)
<S>                                            <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents. . . . . . . . .     $  1,687           $ 10,629
   Accounts receivable 
     (net of allowance of $2,187 and $2,500).       18,010             20,124
   Inventories. . . . . . . . . . . . . . . .        5,380              5,182
   Prepaid expenses and other current assets.        2,096              2,596
                                               --------------   -----------------
Total current assets. . . . . . . . . . . . .       27,173             38,531
Property, plant and equipment, net. . . . . .      136,696            130,441
Deferred income tax assets. . . . . . . . . .        3,742              3,742
Other . . . . . . . . . . . . . . . . . . . .        3,865              4,032
                                                --------------   -----------------
Total assets. . . . . . . . . . . . . . . . .     $171,476           $176,746
                                                --------------   -----------------
                                                --------------   -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable . . . . . . . . . . . . .     $  7,746           $  6,168
   Accrued liabilities. . . . . . . . . . . .       11,619             13,643
   Current maturities of long-term debt . . .        6,250              5,000
   Other current liabilities . . . . . . . . .       1,557              2,403
                                                --------------   -----------------
Total current liabilities . . . . . . . . . .       27,172             27,214
Long-term debt. . . . . . . . . . . . . . . .       47,250             55,000
Deferred income tax liabilities . . . . . . .          520                549
Other liabilities . . . . . . . . . . . . . .          952                965
Commitments and Contingencies
Stockholders' equity: 
  Preferred stock, $.01 par value; 
    2,000 shares authorized; 
    no shares issued and outstanding. . . . .            -                  -
  Common stock, $.01 par value; 50,000 
    shares authorized; 18,155 shares issued
    and outstanding . . . . . . . . . . . . .          181                181
   Additional paid-in capital . . . . . . . .       76,109             76,109
   Retained earnings. . . . . . . . . . . . .       18,493             14,975
   Foreign currency translation adjustment. .          799              1,753
                                               --------------   -----------------
      Total stockholders' equity  . . . . . .       95,582             93,018
                                               --------------   -----------------
Total liabilities and stockholders' 
  equity. . . . . . . . . . . . . . . . . . .     $171,476           $176,746
                                               --------------   -----------------
                                               --------------   -----------------
</TABLE>

                             See accompanying notes.

                                                                              4

<PAGE>



                               PANAVISION INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                                (IN THOUSANDS)

                                           ------------------------------
                                               QUARTER ENDED MARCH 31,
                                           --------------   -------------
                                                1997             1996    
                                           --------------   -------------

OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . .      $  3,518       $  1,196
Adjustments to derive net cash provided
  by operating activities:
    Depreciation and amortization. . . .         5,151          4,436
    Deferred interest. . . . . . . . . .             -            (66)
    (Gain) loss on sale of property and
      equipment. . . . . . . . . . . . .          (308)          (209)
    Non-controlling partners' interest
      in PILP. . . . . . . . . . . . . .             -          3,291
    Changes in operating assets and
      liabilities net of the effect of
      acquisitions: 
        Accounts receivable. . . . . . . .       2,114            (87)
      Inventories. . . . . . . . . . . . .        (198)            42
      Prepaid expenses and other current 
          assets . . . . . . . . . . . . .         500         (1,367)
      Accounts payable . . . . . . . . . .       1,578         (4,102)
      Accrued liabilities. . . . . . . . .      (2,024)         2,454
    Other, net . . . . . . . . . . . . . .        (802)            13
                                           --------------   -------------
Net cash provided by operating activities.       9,529          5,601

INVESTING ACTIVITIES
Capital expenditures . . . . . . . . . . .     (12,227)        (4,568)
Proceeds from dispositions of equipment  .         367            282
                                           --------------   -------------
Net cash used in investing activities. . .     (11,860)        (4,286)

FINANCING ACTIVITIES
Distributions to non-controlling partners 
  in PILP. . . . . . . . . . . . . . . . .           -           (799)
Repayments of notes payable. . . . . . . .      (6,500)        (1,069)
                                           --------------   -------------
Net cash used in financing activities. . .      (6,500)        (1,868)
Effect of exchange rate changes on cash. .        (111)           (22)
                                           --------------   -------------
Net increase (decrease) in cash and cash 
  equivalents  . . . . . . . . . . . . . .      (8,942)          (575)
Cash and cash equivalents at beginning 
  of period  . . . . . . . . . . . . . . .      10,629         31,685
                                           --------------   -------------
Cash and cash equivalents at end 
  of period  . . . . . . . . . . . . . . .    $  1,687       $ 31,110
                                           --------------   -------------
                                           --------------   -------------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period. . . . . .    $  1,089       $  1,779
Income taxes paid during the period. . . .    $    234       $    255

                            See accompanying notes.

                                                                              5

<PAGE>

                               PANAVISION INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

1. BASIS OF PREPARATION

The accompanying condensed consolidated financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information and with the instructions for Form 10-Q and 
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting 
principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring 
adjustments) considered necessary for a fair presentation have been included. 
The results of operations for interim periods are not necessarily indicative 
of the results that may be expected for the fiscal year. 

The condensed consolidated financial statements include the accounts of 
Panavision, Panavision International, L.P. (PILP) and PILP's majority-owned 
subsidiaries. All significant intercompany amounts and transactions have been 
eliminated.

For further information, refer to the consolidated financial statements and 
accompanying notes included in the Company's Annual Report on Form 10-K for 
the year ended December 31, 1996.

2. INVENTORIES

Inventories consist of the following (in thousands):

                                           --------------   -----------------
                                           MARCH 31, 1997   DECEMBER 31, 1996
                                           --------------   -----------------
     Finished goods. . . . . . . . . . .      $  2,051           $  2,008
     Work-in-process . . . . . . . . . .           175                 99
     Component parts . . . . . . . . . .         1,632              1,586
     Supplies. . . . . . . . . . . . . .         1,522              1,489
                                           --------------   -----------------
                                              $  5,380           $  5,182
                                           --------------   -----------------
                                           --------------   -----------------

3. LONG-TERM DEBT

Long-Term debt consists of the following (in thousands):

                                           --------------   -----------------
                                           MARCH 31, 1997   DECEMBER 31, 1996
                                           --------------   -----------------
     Current maturities of long-term debt.    $  6,250           $  5,000
     Long-term debt. . . . . . . . . . . .      47,250             55,000
                                           --------------   -----------------
                                              $ 53,500           $ 60,000
                                           --------------   -----------------
                                           --------------   -----------------

                                                                             6

<PAGE>


                               PANAVISION INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

3. LONG-TERM DEBT (continued)

Long-term debt above represents borrowings under the Company's Amended Credit 
Agreement.  Principal repayments under the Amended Credit Agreement are 
payable quarterly beginning December 1997 through December 2002.  The 
interest rate under the Amended Credit Agreement was 6.56% and 6.54% at March 
31, 1997 and December 31, 1996, respectively.  The Company believes the 
carrying value of its amounts payable under the Amended Credit Agreement 
approximate fair value based upon current yields for debt issues of similar 
quality and terms.

The Company's obligations under the Amended Credit Agreement are secured by 
substantially all of the Company's assets. The Amended Credit Agreement 
requires that the Company meet certain financial tests and contains other 
restrictive covenants including maintaining certain total debt ratio and 
interest coverage ratio levels.  The Company was in compliance with all such 
covenants as of March 31, 1997.

4. USE OF ESTIMATES AND OTHER UNCERTAINTIES

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the amounts reported in the financial statements and accompanying 
notes. Actual results could differ from such estimates. 

The Company's future results could be adversely affected by a number of 
factors, including without limitation, (a) a significant reduction in the 
number of feature films produced; (b) competitive pressures arising from 
changes in technology, customer requirements and industry standards; (c) an 
increase in expenses related to new product initiatives and product 
development efforts; and (d) unfavorable foreign currency fluctuations.

5. EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement No.
128 (SFAS 128), EARNINGS PER SHARE, which is required to be adopted on December
31, 1997. At that time the Company will be required to change the method
currently used to compute earnings per share and to restate all prior periods.
Under the new requirements, primary and fully diluted earnings per share will be
replaced with basic and diluted earnings per share.  Basic earnings per share
excludes the dilutive effect of stock options and will therefore be higher

                                                                              7

<PAGE>

                               PANAVISION INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


than primary earnings per share. Basic earnings per share for the three 
months ended March 31, 1997 and 1996 was $0.19 and $0.08, respectively. The 
impact of SFAS 128 on the calculation of fully diluted earnings per share for 
these quarters is not expected to be material. 

                                                                              8

<PAGE>

                               PANAVISION INC.

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

Camera rental revenue increased $0.8 million, or 4.0%, to $20.9 million for 
the quarter ended March 31, 1997 from $20.1 million for the quarter ended 
March 31, 1996.  This increase resulted primarily from the rental of newly 
manufactured specialty lenses and accessories to supply the increased demand 
in the North American and U.K. feature film and commercial markets as well as 
the North American episodic television market.  Revenue also increased as a 
result of a small increase in rental rates.

Lighting rental revenue increased $4.5 million to $5.1 million for the 
quarter ended March 31, 1997 from $0.6 million for the quarter ended March 
31, 1996. This increase was primarily due to the acquisition of Lee Lighting 
in July 1996.

Sales and other revenue increased $0.6 million, or 13.3%, to $5.1 million for 
the quarter ended March 31, 1997 from $4.5 million for the quarter ended 
March 31, 1996.  This increase was primarily due to the acquisition of Lee 
Lighting in July 1996, which resulted in increased sales revenue of $0.4 
million.  The remaining increase was due to increased sales revenue for Lee 
Filters.

Cost of camera rental increased $0.3 million, or 3.4%, to $9.0 million for 
the quarter ended March 31, 1997 from $8.7 million for the quarter ended 
March 31, 1996.  This increase was primarily due to the increased rental 
asset depreciation.  The increase in cost of camera rental due to the 
increase in maintenance and service costs required to service additional 
camera rental customers was offset by a small decrease in the third-party 
agent commissions.

Cost of lighting rental increased $3.8 million to $4.1 million for the 
quarter ended March 31, 1997 from $0.3 million for the quarter ended March 
31, 1996. This increase was primarily due to the acquisition of Lee Lighting 
in July 1996, which resulted in an increased cost of lighting rental of $3.7 
million.  

Cost of sales and other increased $0.1 million, or 3.8%, to $2.7 million for 
the quarter ended March 31, 1997 from $2.6 million for the quarter ended 
March 31, 1996.  This increase was primarily due to the acquisition of Lee 
Lighting in July 1996, which resulted in an increase in cost of sales and 
other of $0.2 million, offset by lower cost of sales associated with Lee 
Filters' sales.

                                                                             9

<PAGE>

                               PANAVISION INC.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS (continued) 

Selling, general and administrative expenses increased $1.4 million, or 
20.9%, to $8.1 million for the quarter ended March 31, 1997 from $6.7 million 
for the quarter ended March 31, 1996.  This increase was primarily due to the 
acquisition of Lee Lighting in July 1996, which resulted in an increase in 
selling, general and administrative costs of $0.7 million.  The remaining 
increase was due to small increases in operating and personnel costs 
throughout the Company.

Research and development expenses increased $0.3 million, or 30%, to $1.3 
million for the quarter ended March 31, 1997 from $1.0 million for the 
quarter ended March 31, 1996.  This increase was primarily due to an increase 
in research and development staff and increased consulting costs related to 
the Company's ongoing development projects.

Net interest expense decreased $0.3 million, or 25%, to $0.9 million for the 
quarter ended March 31, 1997 from $1.2 million for the quarter ended March 
31, 1996.  The decrease was due to the repayment of debt subsequent to the 
November 1996 initial public offering.

Net other income increased $0.2 million to $0.2 million for the quarter ended 
March 31, 1997 due to gains from disposals of fixed assets of $0.2 million.

Income before income taxes increased $3.8 million, or 271%, to $5.2 million 
for the quarter ended March 31, 1997 from $1.4 million for the quarter ended 
March 31, 1996.  The increase was primarily due to the factors discussed 
above, as well as the elimination of the charge for the non-controlling 
partners' interest for the quarter ended March 31, 1997 from $3.3 million for 
the quarter ended March 31, 1996, due to the recapitalization of May 1996 
which eliminated the non-controlling partners' interest.

The effective tax rates for the quarters ended March 31, 1997 and March 31, 
1996 were 32.0% and 15.2%, respectively.  The increase in the effective tax 
rate for the quarter ended March 31, 1997 was primarily due to the reduction 
in the valuation allowance for deferred tax assets and a higher effective tax 
rate relating to income from foreign operations.

Net income increased $2.3 million, or 192%, to $3.5 million for the quarter 
ended March 31, 1997 from $1.2 million for the quarter ended March 31, 1996.  

                                                                            10

<PAGE>

                               PANAVISION INC.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth certain information from the Company's 
Condensed Consolidated Statements of Cash Flows for the periods indicated:

                                            -----------------------------
                                             THREE MONTHS ENDED MARCH 31,
                                            -----------------------------
                                                  1997         1996
                                            -----------------------------
                                                     (IN THOUSANDS)
   Net cash provided by (used in):
   Operating activities. . . . . . . . .          9,529        5,601
   Investing activities. . . . . . . . .        (11,860)      (4,286)
   Financing activities. . . . . . . . .         (6,500)      (1,868)

The Company relies primarily upon cash provided by operations to finance its 
operations, repay long-term indebtedness and fund capital expenditures 
primarily for manufacturing camera systems, lenses and accessories and 
purchasing other rental equipment.

For the quarter ended March 31, 1997, cash provided by operating activities 
was $9.5 million.  Net income of $3.5 million, adjusted for depreciation and 
amortization of $5.2 million, provided $8.7 million, which was increased by a 
source of $1.1 million, resulting from the net change in non-cash working 
capital items, and miscellaneous non-cash items of ($0.3) million.  Total 
investing activities of $11.9 million were comprised of capital expenditures 
of $12.2 million, offset by $0.3 million of proceeds received from the 
disposition of certain equipment.  The majority of the capital expenditures 
were used to manufacture camera rental systems and to purchase other rental 
equipment.  Cash used in financing activities of $6.5 million was used as a 
reduction of outstanding borrowings.

For the quarter ended March 31, 1996, cash provided by operating activities 
was $5.6 million.  Net income of $1.2 million, adjusted for depreciation and 
amortization of $4.4 million and the non-controlling partners' interest of 
$3.3 million, provided $8.9 million, which was partially offset by a use of 
$3.0 million, resulting from the net change in non-cash working capital 
items, and miscellaneous non-cash items of ($0.3) million.  Total investing 
activities of $4.3 million were comprised of capital expenditures of $4.6 
million, offset by $0.3 million of proceeds received from the disposition of 
certain equipment. The majority of the capital expenditures were used to 
manufacture camera rental systems and to purchase other rental equipment.

                                                                            11


<PAGE>

                               PANAVISION INC.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (continued)

Cash used in financing activities of $1.9 million was comprised of $1.1 
million in repayments of borrowings and $0.8 million of distributions to 
taxing authorities on behalf of the partners in PILP.

Additional cash flow provided by operating activities will be used to repay 
debt outstanding under the Amended Credit Agreement.  The Company believes 
that its existing working capital together with borrowings under the Amended 
Credit Agreement and anticipated cash flow from operating activities will be 
sufficient to meet its expected operating and capital spending requirements 
for at least the next year.

Panavision Inc. is a leading designer and manufacturer of high-precision film 
camera systems, comprising cameras, lenses and accessories for the motion 
picture and television industries.  Panavision systems are rented through its 
domestic and international owned and operated facilities and agent network.










                                                                            12

<PAGE>

                                 PANAVISION INC.

                                     PART II

ITEM 1.   LEGAL PROCEEDINGS
          No material legal proceedings are pending.


ITEM 2.   CHANGES IN SECURITIES
          There were no modifications made to the rights of stockholders of any
          class of securities during the quarter ended March 31, 1997.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          There were no events of default upon senior securities during the 
          quarter ended March 31, 1997.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          No matters were submitted to a vote of the Company's stockholders 
          during the quarter ended March 31, 1997.

ITEM 5.   OTHER INFORMATION
          No additional information need be presented.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
          (a) Exhibits
               11. Computation of Earnings Per Share

               27.  Financial Data Schedule

          (b) No reports on Form 8-K were filed for the quarter ended 
              March 31, 1997.




                                                                          13

<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.

                                     PANAVISION INC.


Date: May 14, 1997                   By: /s/ WILLIAM C. SCOTT
      -------------                      -----------------------------
                                         William C. Scott
                                         Chairman of the Board
                                         and Chief Executive Officer



Date: May 14, 1997                    By: /s/ JEFFREY J. MARCKETTA
      -------------                      -----------------------------
                                         Jeffrey J. Marcketta
                                         Executive Vice President 
                                         Finance/Administration and 
                                         Chief Financial Officer