UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10-Q
                Quarterly report pursuant to section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For the quarter ended September 30, 1998         Commission file number 0-13875


                               LANCER CORPORATION
             (Exact name of registrant as specified in its charter)


            Texas                                               74-1591073
(State or other jurisdiction of                               (IRS employer
incorporation or organization)                             identification no.)

6655 Lancer Blvd., San Antonio, Texas                             78219
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (210) 310-7000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 14(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 the number of shares  outstanding  of each of the issuers of classes of
common stock, as of the latest practicable date.

                  Title                                Shares outstanding as of
                                                            November 11, 1998
Common stock, par value $.01 per share                           9,121,482


                                        1

<PAGE>


Part I - Financial Information
Item 1 - Financial Statements

                                        LANCER CORPORATION AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS

                                                      ASSETS
<TABLE>
<CAPTION>


                                                                September 30,                  December 31,
                                                                    1998                           1997
                                                             --------------------           --------------------
                                                                 (Unaudited)

Current assets:
<S>                                                        <C>                              <C>
  Cash                                                     $             817,216            $         1,850,779
                                                             --------------------           --------------------
  Receivables:
    Trade accounts and notes                                          25,966,089                     22,674,269
    Other                                                                872,511                        299,757
                                                             --------------------           --------------------
                                                                      26,838,600                     22,974,026
    Less allowance for doubtful accounts                                (385,000)                      (335,000)
                                                             --------------------           --------------------
      Net receivables                                                 26,453,600                     22,639,026
                                                             --------------------           --------------------

  Inventories                                                         49,309,546                     44,414,567
  Prepaid expenses                                                       459,905                        178,869
  Deferred tax asset                                                     227,768                        220,849
                                                             --------------------           --------------------

      Total current assets                                            77,268,035                     69,304,090
                                                             --------------------           --------------------

Property, plant and equipment, at cost:
  Land                                                                 1,259,938                      1,259,938
  Buildings                                                           21,634,373                     18,152,535
  Machinery and equipment                                             18,871,226                     17,732,999
  Tools and dies                                                       6,607,430                      5,520,759
  Leaseholds, office equipment and vehicles                            7,236,605                      6,714,519
  Assets in progress                                                   2,361,533                      4,701,452
                                                             --------------------           --------------------
                                                                      57,971,105                     54,082,202
  Less accumulated depreciation and amortization                     (24,068,304)                   (22,186,770)
                                                             --------------------           --------------------
    Net property, plant and equipment                                 33,902,801                     31,895,432
                                                             --------------------           --------------------

Long-term receivables                                                    628,359                        724,959
Long-term investments                                                  3,179,746                      3,274,388
Intangibles and other assets,
   at cost, less accumulated amortization                              5,120,309                      5,470,119
                                                             --------------------           --------------------

                                                           $         120,099,250          $         110,668,988
                                                             ====================           ====================
</TABLE>

          See accompanying notes to consolidated financial statements.
                                        2

<PAGE>


                                        LANCER CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS (continued)

                                       LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                                                    September 30,                  December 31,
                                                                        1998                           1997
                                                                 --------------------           -------------------
                                                                     (Unaudited)
Current liabilities:
<S>                                                            <C>                            <C>                 
  Accounts payable                                             $          13,226,911          $         12,133,894
  Current installments of long-term debt                                   3,997,200                     4,444,400
  Line of credit with bank                                                23,300,000                    19,000,000
  Deferred licensing and maintenance fees                                    568,269                       538,554
  Accrued expenses and other liabilities                                   6,676,424                     5,718,003
  Income taxes payable                                                       543,817                       185,472
                                                                 --------------------           -------------------

    Total current liabilities                                             48,312,621                    42,020,323

Deferred tax liability                                                     2,109,823                     1,736,405
Other long-term liabilities                                                  820,000                       820,000
Long-term debt, excluding current installments                            19,165,350                    21,565,350
Deferred licensing and maintenance fees                                    1,315,597                     1,565,597
                                                                 --------------------           -------------------

    Total liabilities                                                     71,723,391                    67,707,675
                                                                 --------------------           -------------------

Shareholders' equity:
  Preferred stock, without par value
  5,000,000 shares authorized; none issued                                      -                             -

  Common stock, $.01 par value:
   50,000,000 shares authorized;  9,121,534 and 8,902,236
   issued and outstanding in 1998 and 1997, respectively                      91,215                        89,022

  Additional paid-in capital                                              11,912,991                    11,607,504

  Accumulated other comprehensive loss -
  Cumulative translation adjustment                                       (2,735,668)                   (1,727,719)

  Retained earnings                                                       39,107,321                    32,992,506
                                                                 --------------------           -------------------

    Total shareholders' equity                                            48,375,859                    42,961,313
                                                                 --------------------           -------------------

                                                               $         120,099,250          $        110,668,988
                                                                 ====================           ===================
</TABLE>

          See accompanying notes to consolidated financial statements.
                                       3

<PAGE>


                                        LANCER CORPORATION AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF INCOME
                                                    (Unaudited)
<TABLE>
<CAPTION>



                                                Three Months Ended                              Nine Months Ended
                                       September 30,         September 30,             September 30,         September 30,
                                            1998                  1997                      1998                  1997
                                      -----------------     -----------------         -----------------     -----------------

<S>                                 <C>                   <C>                       <C>                   <C>               
Net sales                           $       36,600,490    $       29,844,076        $      110,205,192    $       92,536,791
Cost of sales                               27,169,417            22,214,108                81,627,526            69,300,881
                                      -----------------     -----------------         -----------------     -----------------
    Gross profit                             9,431,073             7,629,968                28,577,666            23,235,910

Selling, general and
   administrative expenses                   5,175,032             5,377,909                15,393,926            14,435,253
                                      -----------------     -----------------         -----------------     -----------------

    Operating income                         4,256,041             2,252,059                13,183,740             8,800,657
                                      -----------------     -----------------         -----------------     -----------------

Other income (expense):
  Interest expense                          (1,140,073)             (638,029)               (3,042,420)           (2,012,136)
  Other income, net                           (139,081)              122,660                  (435,268)              586,845
                                      -----------------     -----------------         -----------------     -----------------
                                            (1,279,154)             (515,369)               (3,477,688)           (1,425,291)
                                      -----------------     -----------------         -----------------     -----------------

    Income before income taxes               2,976,887             1,736,690                 9,706,052             7,375,366
                                      -----------------     -----------------         -----------------     -----------------

Income tax expense:
  Current                                    1,276,550               642,587                 3,224,738             2,619,024
  Deferred                                    (139,347)               69,468                   366,499               140,381
                                      -----------------     -----------------         -----------------     -----------------
                                             1,137,203               712,055                 3,591,237             2,759,405
                                      -----------------     -----------------         -----------------     -----------------

    Net earnings                         $   1,839,684         $   1,024,635             $   6,114,815         $   4,615,961
                                      =================     =================         =================     =================

Common Shares and Equivalents Outstanding:
Basic                                        9,112,304             8,900,436                 9,063,394             8,900,436
Diluted                                      9,368,008             9,402,980                 9,318,998             9,384,624

Earnings Per Share:                                                                                                   
Basic                                    $        0.20         $        0.12             $        0.67         $        0.52
Diluted                                  $        0.20         $        0.11             $        0.66         $        0.49 

</TABLE>

          See accompanying notes to consolidated financial statements.
                                       4



<PAGE>


                       LANCER CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                      
<TABLE>
<CAPTION>
                                                                                 Nine Months Ended
                                                                        September 30,             September 30,
                                                                            1998                      1997
                                                                    ----------------------    ----------------------
Cash flow from operating activities:
<S>                                                               <C>                          <C>
Net earnings                                                      $             6,114,815      $         4,615,961
                                                                                                
Adjustments to reconcile  net income to net cash provided by (used in) 
operating activities (net of effects from purchase of subsidiaries:)
     Depreciation and amortization                                              2,283,546                2,048,003
     Loss on sale and disposal of assets                                           16,351                        -
     Loss (gain) on long-term investments                                         (16,125)                 (87,826)
     Changes in assets and liabilities:
        Receivables                                                            (4,099,916)              (6,469,604)
        Prepaid expenses                                                         (281,036)                  76,903
        Deferred taxes                                                            348,477                  (44,095)
        Inventories                                                            (5,362,118)             (10,985,604)
        Other assets                                                             (326,493)                (105,597)
        Accounts payable                                                        1,327,299                9,453,198
        Accrued expenses and other liabilities                                  1,041,982                1,351,950
        Income taxes payable                                                      388,119                  (11,190)
        Deferred license fees and maintenance fees                               (220,285)                (376,012)
        Other long-term liabilities                                                     -                  140,381
                                                                    ----------------------    ----------------------
Net cash provided by (used in) operating activities                             1,214,616                 (393,532)
                                                                    ----------------------    ----------------------
Cash flow from investing activities:   
     Proceeds from sale of assets                                                   7,500                        -
     Acquisition of property, plant and equipment                              (4,105,161)              (7,022,232)
     Acquisition of subsidiary companies                                                -               (3,768,375)
     Net investments in affiliates                                                110,767                 (250,000)
                                                                    ----------------------    ----------------------
Net cash used in investing activities                                          (3,986,894)             (11,040,607)
                                                                    ----------------------    ----------------------
                                                                                           
Cash flow from financing activities:
     Net borrowings under line of credit agreements                             4,300,000                7,300,000
     Proceeds from long-term debt                                                       -                5,850,000
     Retirement of long-term debt                                              (2,847,200)              (1,717,125)
     Proceeds from exercise of stock options                                      307,680                  181,205
                                                                    ----------------------    ----------------------
Net cash provided by financing activities                                       1,760,480               11,614,080
                                                                    ----------------------    ----------------------

Effect of exchange rate changes on cash                                           (21,765)                (101,000)
                                                                    ----------------------    ----------------------

Net increase (decrease) in cash                                                (1,033,563)                  78,941
Cash at beginning of period                                                     1,850,779                1,016,425
                                                                    ----------------------    ----------------------
                                                                                           
Cash at end of period                                               $             817,216     $          1,095,366
                                                                    ======================    ======================

</TABLE>
 Lancer issued debt of $3,986,000 and stock of $1,555,872 to the sellers of the
  subsidiaries acquired in 1997. The non-cash portion of these transactions is
                       excluded from the above statement.

          See accompanying notes to consolidated financial statements.
                                       5

<PAGE>



                                        LANCER CORPORATION AND SUBSIDIARIES
                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                    (Unaudited)



1.       Basis of Presentation

All  adjustments  (consisting of normal  recurring  adjustments)  have been made
which are necessary for a fair presentation of financial position and results of
operations.  All intercompany  balances and transactions have been eliminated in
consolidation.  It is suggested that the  consolidated  financial  statements be
read in conjunction with the consolidated financial statements and notes thereto
included in the December 31, 1997 Annual Report on Form 10-K.

Certain amounts in the  consolidated  financial  statements for prior years have
been reclassified to conform with the current year's presentation.


2.        Inventory Components

The  Company  uses the  gross  profit  method  to  determine  cost of sales  and
inventory for interim  periods.  Inventory  components  are  estimated  based on
historical relationship as follows:
<TABLE>
<CAPTION>

                                             September 30,                December 31,
                                                 1998                         1997
                                          --------------------         --------------------
<S>                                     <C>                          <C>                  
Finished Goods                          $          18,168,079        $          13,437,781
Work in process                                    25,374,394                   28,980,250
Raw material and supplies                           5,767,073                    1,996,536
                                          ====================         ====================
                                        $          49,309,546        $          44,414,567
                                          ====================         ====================
</TABLE>



3.       Earnings Per Share

The Company adopted the Statement of Financial  Accounting  Standards (SFAS) No.
128, "Earnings per Share", in 1997, and accordingly, basic earnings per share is
calculated  using the weighted  average number of common shares  outstanding and
diluted earnings per share is calculated  assuming the issuance of common shares
for all  potential  dilutive  common  shares  outstanding  during the  reporting
period.  The dilutive effect of stock options  approximated  255,704 and 502,544
shares for the three, and 255,604 and 484,188 shares for the nine,  months ended
September 30, 1998 and 1997  respectively.  All prior-period  earnings per share
data presented in the  consolidated  financial  statements have been restated to
conform to the requirements of SFAS No. 128.

                                       6

<PAGE>


4.       Comprehensive Loss

As of January  1,  1998,  the  Company  has  adopted  SFAS No.  130,  "Reporting
Comprehensive  Income."  SFAS 130  established  new rules for the  reporting and
display  of  comprehensive  income  and its  components.  The  adoption  of this
statement,  however,  has no impact on the Company's net income or stockholders'
equity.   SFAS  130  requires  that  Company's   foreign  currency   translation
adjustments,   which  prior  to  the  adoption  were   reported   separately  in
stockholders' equity, be included in other comprehensive income.

The following are the components of comprehensive income:
<TABLE>
<CAPTION>


                                                 Three Months Ended                     Nine Months Ended
                                       September 30,       September 30,        September 30,       September 30,
                                            1998                1997                 1998                1997
                                      -----------------   -----------------    -----------------   -----------------

<S>                                      <C>                <C>                   <C>                 <C>          
Net earnings as reported                 $   1,839,684      $    1,024,635        $   6,114,815       $   4,615,961
Foreign currency translation (loss)           (363,235)           (531,663)          (1,007,949)           (697,843)
                                      =================   =================    =================   =================
Comprehensive income                     $   1,476,449      $      492,972        $   5,106,866       $   3,918,118
                                      =================   =================    =================   =================
</TABLE>

Accumulated  foreign  currency  translation   adjustments  on  the  accompanying
Consolidated Balance Sheets account for all of the Company's other comprehensive
income.



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

This  document  contains  certain  "forward-looking"  statements as such term is
defined in the Private Securities  Litigation Reform Act of 1995 and information
relating to the Company  and its  subsidiaries  that are based on the beliefs of
the  Company's  management.  When used in this report,  the words  "anticipate,"
"believe,"  "estimate,"  "expect," "forecast," "plan," and "intend" and words or
phrases of similar import,  as they relate to the Company or its subsidiaries or
Company management,  are intended to identify forward-looking  statements.  Such
statements reflect the current risks,  uncertainties and assumptions which exist
or must be made as a result of certain factors  including,  without  limitation,
competitive   factors,   general  economic   conditions,   customer   relations,
relationships  with  vendors,   the  interest  rate  environment,   governmental
regulation  and  supervision,   seasonality,   distribution  networks,   product
introductions and acceptance, one-time events and other factors described herein
and in other  filings  made by the  Company  with the  Securities  and  Exchange
Commission.  Based  upon  changing  conditions,  should any one or more of these
risks or uncertainties  materialize,  or should any underlying assumptions prove
incorrect,  actual results may vary materially  from those  described  herein as
anticipated,  believed, estimated,  expected, forecast, planned or intended. The
Company does not intend to update these forward-looking statements.

Results of Operations

Comparison of the Three-Month Periods Ended September 30, 1998 and 1997

Net sales for the quarter ended  September 30, 1998 were $36.6 million,  a 22.6%
increase from sales in the third quarter of 1997.  Higher sales  throughout  the
Americas were partially offset by a decline in sales to customers in Asia. Sales
to  customers  outside the United  States were 46.9% of total sales in the third
quarter of 1998, compared to 43.3% of net sales in the same period last year.

Gross margin in the third  quarter of 1998 was 25.8%,  up slightly from 25.6% in
the third quarter of 1997. The Company's emphasis on controlling  overhead costs
and improving manufacturing efficiencies contributed to the improvement in gross
margin.

Selling,  general and  administrative  expenses  were $5.2  million in the three
months ended  September  30, 1998,  down $0.2 million,  or 3.7%,  from the third
quarter  of 1997.  Expenses  last year  were high  because  of  several  unusual
factors,  the  most  significant  being  start-up  expenses  for  the  Company's
subsidiary in Belgium.

                                       7
<PAGE>

Interest expense was $1.1 million in the third quarter of 1998, compared to $0.6
million in the third quarter last year. The increased  interest  expense in 1998
was  caused by higher  borrowings  related  to  capital  spending  and growth in
current assets during the past year.  Lancer's third quarter  effective tax rate
declined  to 38.2% in 1998 from  41.0% in 1997.  The  Company's  tax rate in the
third  quarter of 1997 was  unusually  high due to foreign  losses that were not
deductible against income earned in the United States. Net earnings for the 1998
quarter were $1.8 million, up from $1.0 million in the third quarter of 1997.


Comparison of the Nine-Month Periods ended September 30, 1998 and 1997

Net sales for the nine months ended  September 30, 1998 were $110.2  million,  a
19.1%  increase  from  sales in the same  period  of 1997.  Sales  growth in the
Americas  more than offset a sales  decline in Asia.  Sales in 1998 also reflect
the inclusion of the Company's New Zealand operation,  which was acquired in the
second quarter of 1997. Sales to customers  outside the United States were 47.7%
of total sales in the first nine  months of 1998,  compared to 48.0% in the same
period last year.

Gross margin in the nine months ended September 30, 1998 was 25.9%,  compared to
25.1% in the first three quarters of 1997. The Company's emphasis on controlling
overhead  costs and  improving  manufacturing  efficiencies  contributed  to the
improvement in gross margin.

Selling,  general and  administrative  expenses  were $15.4 million in the first
nine months of 1998, an increase of $1.0 million,  or 6.6%, from the same period
of 1997. As a percent of sales,  expenses fell in the 1998 period because of the
existence  of  certain  non-recurring  expenses  in  1997,  and  because  of the
Company's efforts to manage its costs.

Higher  borrowings  that funded  capital  spending and growth in current  assets
caused  interest  expense  to rise to $3.0  million  in 1998,  compared  to $2.0
million in 1997.  The Company's  effective tax rate was 37.0% in the first three
quarters  of 1998,  compared  to 37.4% in the same  period of 1997.  The  higher
effective  tax rate was caused by a slight  increase  in the  proportion  of the
Company's income that was earned in high tax rate jurisdictions. Net earnings in
the first nine  months of 1998 were $6.1  million,  up from $4.6  million in the
same period last year.


Liquidity and Capital Resources

The Company's  principal sources of liquidity are cash flows from operations and
amounts available under the Company's  existing lines of credit. The Company has
met, and currently  expects that it will continue to meet,  substantially all of
its working capital and capital  expenditure  requirements,  as well as its debt
service requirements, with funds provided by operations and borrowings under its
credit facilities.

Net cash  provided by  operating  activities  was $1.2 million in the first nine
months of 1998, compared to cash used in operating activities of $0.4 million in
the same period of 1997. The Company made capital  expenditures  of $4.1 million
in the first nine months of 1998. The Company completed construction of a 32,000
square foot office  addition to its primary  facility in San Antonio  during the
first quarter of 1998.  The Company  funded the capital  expenditures  with cash
provided by operations and with borrowings under its credit facilities.

Effective July 15, 1998, the company  increased its revolving  facility from $25
million to $35 million, and amended certain financial covenants.  The Company is
in compliance with the financial covenants contained in its credit agreement.

Accounting Matters

The Company maintains a Domestic International Sales Corporation (DISC) in order
to defer income taxes on its foreign  sales.  The Company  continues to evaluate
the benefit of converting the DISC to a Foreign Sales Corporation  (FSC). At the
time of such  conversion,  the  Company  will be required to provide for federal
income taxes on $2.4 million of undistributed  earnings of the DISC. For further
explanation see the 1997 Form 10-K.

                                       8

<PAGE>

In June 1998 the  Financial  Accounting  Standards  Board  issued  SFAS No. 133,
"Accounting   for  Derivative   Instruments  and  Hedging   Activities",   which
established standards of accounting and reporting for derivative instruments and
for hedging activities. It requires that all derivatives be recognized as either
assets or liabilities in the statement of financial  position and measures these
instruments at fair value. This statement is effective for financial  statements
for periods beginning June 15, 1999. The Company believes that SFAS No. 133 will
not have a material impact on its financial statements and disclosures.


Year 2000

The Year 2000 ("Y2K") issue arose  because some computer  programs use two-digit
date fields to designate a year.  Some of these  programs  with  two-digit  date
fields will not  recognize  the year 2000, or may confuse it with the year 1900.
This date recognition problem could cause erroneous calculations, or could cause
entire systems to malfunction.

The Company has adopted a  two-phase  approach to the Year 2000  threat.  In the
Assessment  Phase,  the  Company  generates  a  comprehensive  inventory  of the
Company's date-oriented systems, and determines which are not Y2K compliant. The
Renovation/Replacement  Phase  involves  correcting  or replacing  non-compliant
systems.  The Company  believes that it has completed  approximately  80% of the
Assessment  Phase,  and plans to finish the Assessment Phase by the end of 1998.
The Renovation/Replacement  Phase is being executed as non-compliant systems are
identified.  The  Company  expects  that it will  have  corrected  high-priority
non-compliant  systems  by March 31,  1999,  and  medium-priority  non-compliant
systems by June, 1999.

In the second quarter of 1998,  the Company  initiated  correspondence  with its
suppliers to determine  their Y2K  readiness.  The Company  plans to monitor the
readiness of its key suppliers throughout 1999. The Company intends to determine
the Y2K readiness of its key customers  during 1999.  The Coca-Cola  Company was
the Company's largest customer in 1997, accounting for 24% of sales.

The Company's primary information  technology ("IT") system is a BaaN ERP system
that was installed in 1996, and upgraded in 1998. The Company  believes the BaaN
system, and other major IT systems, are Y2K compliant. Among non-IT systems, the
Company's  timekeeping/payroll  system in San  Antonio is  non-compliant.  A new
system  has been  selected,  and is  expected  to be in  operation  by the first
quarter  of 1999.  The  Company  has  committed  approximately  $100,000  to the
Renovation/Replacement  process through September 30, 1998, and expects to spend
no more than $200,000 on all of the Company's Y2K issues.

The Company believes there is low risk of any internal critical system not being
Y2K-compliant  by the end of 1999.  The  Company  continues  to assess  its risk
exposure  attributable to external  factors and suppliers.  Although the Company
has no reason to conclude that any specific supplier represents a risk, the most
likely  worst-case  Y2K  scenario  would  entail  production  disruption  due to
inability  of  suppliers  to deliver  critical  parts.  The Company is unable to
quantify such a scenario,  but it could potentially result in a material adverse
impact on the results of  operations,  liquidity  or  financial  position of the
Company.  The Company does not now have a formal  contingency  plan to deal with
non-performance by suppliers.  The Company intends,  however, to monitor the Y2K
readiness of key suppliers  throughout  1999, and to develop a contingency  plan
for any  supplier  whose  lack of  preparedness  may  jeopardize  the  Company's
operations.



Part II - Other Information

Item 1 - Legal Proceedings

The Company is a party to various  lawsuits and claims  generally  incidental to
its business.  In the opinion of management and independent  legal counsel,  the
ultimate  disposition  of these  matters is not  expected to have a  significant
adverse effect on the Company's financial position or results of operations.

                                       9

<PAGE>
Item 5 - Other Events

David E. Green was appointed  Chief Financial  Officer of the Company  effective
November 9, 1998.  Prior to joining  Lancer,  Mr.  Green held  senior  positions
including Vice President  Operations and Chief Financial Officer during 16 years
with Coca-Cola Bottling Company of the Southwest,  a wholly-owned  subsidiary of
Texas Bottling Group. 

Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibits:

                  None

         (b)      Reports on Form 8-K

                  None


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.

LANCER CORPORATION
(Registrant)



November 13, 1998                    By:  /s/ George F. Schroeder
                                          George F. Schroeder
                                          President and CEO



November 13, 1998                    By:  /s/ David E. Green
                                          David E. Green
                                          Chief Financial Officer

                                       10