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


                                    FORM 10-Q
                             Amended March 19, 1997

MARK ONE
  X  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

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

                          Commission File Number 1-8921


                         HALLWOOD ENERGY PARTNERS, L. P.
             (Exact name of registrant as specified in its charter)



            DELAWARE                                        84-0987088
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification Number)

   4582 SOUTH ULSTER STREET PARKWAY
           SUITE 1700
        DENVER, COLORADO                                        80237
 (Address of principal executive                              (Zip Code)
    offices)

       Registrant's telephone number, including area code:  (303) 850-7373

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

The registrant is a limited partnership and issues Units (representing ownership
of limited partner interests).
<TABLE>
<CAPTION>
Number of Units outstanding as of August 9, 1996
                       <S>                   <C>
                       Class A               9,977,254
                       Class B                 143,773
                       Class C                 664,063
</TABLE>


PART I.    FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                         HALLWOOD ENERGY PARTNERS, L. P.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                           (In thousands except Units)

                                                    June 30,    December 31,
                                                      1996          1995

 <S>                                                <C>            <C>
 CURRENT ASSETS
 Cash and cash equivalents                         $ 12,497       $  4,977
 Accounts receivable:
 Oil and gas sales                                    7,533          6,767
 Trade                                                2,330          2,860
 Due from affiliates                                                 1,833
 Prepaid expenses and other current assets            1,062          1,091
 Net working capital of affiliates                       47
                                                    -------        -------
 Total                                               23,469         17,528
                                                    -------        -------

 PROPERTY,  PLANT  AND  EQUIPMENT,  at cost Oil and gas  properties  (full  cost
 method):
 Proved mineral interests                           599,536        601,323
 Unproved mineral interests - domestic                1,061            684
 Furniture, fixtures and other                        3,223          3,090
                                                    -------        -------
 Total                                              603,820        605,097

 Less accumulated depreciation, depletion,
 amortization and property impairment              (517,624)      (510,171)
                                                    -------        -------
 Total                                               86,196         94,926
                                                    -------        -------

 OTHER ASSETS
 Investment in common stock of HCRC                  12,659         11,491
 Deferred expenses and other assets                     329            232
                                                    -------        -------
 Total                                               12,988         11,723
                                                    -------        -------


 TOTAL ASSETS                                      $122,653       $124,177
                                                    =======        =======
</TABLE>
<TABLE>
<CAPTION>

                         HALLWOOD ENERGY PARTNERS, L. P.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                           (In thousands except Units)



                                                    June 30,     December 31,
                                                      1996          1995

 <S>                                                <C>            <C>
 CURRENT LIABILITIES
 Accounts payable and accrued liabilities         $  14,219       $ 16,369
 Net working capital deficit of affiliates                           5,061
 Due to affiliates                                    1,421
 Current portion of contract settlement                                374
 Current portion of long-term debt                    2,187             87
                                                    -------        -------
 Total                                               17,827         21,891
                                                    -------        -------

 NONCURRENT LIABILITIES
 Long-term debt                                      37,084         37,557
 Contract settlement                                  2,401          2,397
 Deferred liability                                   1,679          1,718
                                                    -------        -------
 Total                                               41,164         41,672
                                                    -------        -------

 Total Liabilities                                   58,991         63,563
                                                    -------        -------

 MINORITY INTEREST IN SUBSIDIARIES                    3,178          3,042
                                                    -------        -------

 PARTNERS' CAPITAL
 Class A Units - 9,977,254 Units issued,
 9,077,496 outstanding in 1996 and 9,193,159
 outstanding in 1995                                 58,059         59,614
 Class B Subordinated Units - 143,773 Units
 outstanding in 1996 and 1995                         1,147          1,062
 Class C Units - 664,063 outstanding in 1996
 and -0- outstanding in 1995                          5,146
 General Partner                                      3,114          2,981
 Treasury Units - 899,758 Units in 1996 and
 784,095 Units in 1995                               (6,982)        (6,085)
                                                    -------        -------
 Partners' Capital - Net                             60,484         57,572
                                                    -------        -------

 TOTAL LIABILITIES AND PARTNERS' CAPITAL           $122,653       $124,177
                                                    =======        =======

</TABLE>
<TABLE>
<CAPTION>


                         HALLWOOD ENERGY PARTNERS, L. P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                           (In thousands except Units)


                                                     For the Three Months
                                                        Ended June 30,
                                                      1996           1995

 <S>                                                <C>            <C>
 REVENUES:
 Oil revenue                                       $  5,037       $  4,246
 Gas revenue                                          6,921          5,151
 Pipeline, facilities and other                         697            978
 Interest                                               133             90
                                                    -------        -------
                                                     12,788         10,465
                                                    -------        -------


 EXPENSES:
 Production operating                                 2,662          2,402
 Facilities operating                                   157            155
 General and administrative                             750          1,156
 Depreciation, depletion and amortization             3,466          4,052
 Impairment of oil and gas properties                                7,000
 Interest                                               997          1,054
                                                    -------        -------
                                                      8,032         15,819
                                                    -------        -------

 OTHER INCOME (EXPENSES):
 Equity in income (loss) of HCRC                        351         (1,506)
 Minority interest in net income of
 subsidiaries                                          (604)          (351)
 Litigation settlement                                 (228)
                                                    -------        -------
                                                       (481)        (1,857)
                                                    -------        -------

 NET INCOME (LOSS)                                    4,275         (7,211)
                                                    -------        -------

 CLASS C UNIT DISTRIBUTIONS ($.25 PER UNIT)             166
                                                    -------        -------

 NET INCOME (LOSS) FOR GENERAL PARTNER,
 CLASS A AND CLASS B LIMITED PARTNERS              $  4,109       $ (7,211)
                                                    =======        =======

 ALLOCATION OF NET INCOME (LOSS):
 General partner                                   $    646       $    188
                                                    =======        =======
 Class A and Class B Limited partners              $  3,463       $ (7,399)
                                                    =======        =======
 Per Class A Unit and Class B Unit                 $    .37       $   (.86)
                                                    =======        =======
 Weighted average Class A Units and
 Class B Units outstanding                            9,246          8,644
                                                    =======        =======
</TABLE>
<TABLE>
<CAPTION>

                         HALLWOOD ENERGY PARTNERS, L. P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                           (In thousands except Units)


                                                       For the Six Months
                                                         Ended June 30,
                                                      1996           1995

 <S>                                                <C>           <C>
 REVENUES:
 Oil revenue                                       $ 10,122      $   8,189
 Gas revenue                                         14,729         10,711
 Pipeline, facilities and other                       1,432          1,418
 Interest                                               206            176
                                                    -------        -------
                                                     26,489         20,494
                                                    -------        -------


 EXPENSES:
 Production operating                                 5,692          5,089
 Facilities operating                                   432            378
 General and administrative                           1,918          2,647
 Depreciation, depletion and amortization             7,328          8,024
 Impairment of oil and gas properties                               11,051
 Interest                                             2,119          2,047
                                                    -------        -------
                                                     17,489         29,236
                                                    -------        -------

 OTHER INCOME (EXPENSES):
 Equity in income (loss) of HCRC                        727         (2,353)
 Minority interest in net income of
 subsidiaries                                        (1,471)          (638)
 Litigation settlement                                 (228)           (30)
                                                    -------        -------
                                                       (972)        (3,021)
                                                    -------        -------

 NET INCOME (LOSS)                                    8,028        (11,763)

 CLASS C UNIT DISTRIBUTIONS ($.50 PER UNIT)             332
                                                    -------        -------

 NET INCOME (LOSS) FOR GENERAL PARTNER,
 CLASS A AND CLASS B LIMITED PARTNERS              $  7,696       $(11,763)
                                                    =======        =======

 ALLOCATION OF NET INCOME (LOSS):
 General partner                                   $  1,333       $    389
                                                    =======        =======
 Class A and Class B Limited partners              $  6,363       $(12,152)
                                                    =======        =======
 Per Class A Unit and Class B Unit                 $    .69       $  (1.41)
                                                    =======        =======
 Weighted average Class A Units and
 Class B Units outstanding                            9,258          8,644
                                                    =======        =======


</TABLE>
<TABLE>
<CAPTION>


                         HALLWOOD ENERGY PARTNERS, L. P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

                                                        For the Six Months
                                                          Ended June 30,
                                                       1996           1995

  <S>                                                <C>            <C>
  OPERATING ACTIVITIES:
  Net income (loss)                                 $  8,028       $(11,763)
  Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
  Depreciation, depletion, amortization and
  impairment                                           7,328         19,075
  Depreciation charged to affiliates                     125            111
  Amortization of deferred loan costs and other
  assets                                                  78            101
  Noncash interest expense                                55            158
  Equity in (earnings) loss of HCRC                     (727)         2,353
  Minority interest in net income of
  subsidiaries                                         1,471            638

  Undistributed earnings of affiliates                  (451)          (244)
  Recoupment of take-or-pay liability                   (216)           (96)
                                                     -------        -------

  Cash provided by operations before
  working capital changes                              15,691        10,333

  Changes  in  operating  assets and  liabilities  provided  (used)  cash net of
  noncash activity:
  Oil and gas sales receivable                          (766)           291
  Trade receivables                                      530           (122)
  Due from affiliates                                  1,405            453
  Prepaid expenses and other current assets               29            207
  Accounts payable and accrued liabilities            (2,150)        (1,533)
  Due to affiliates                                    1,849
                                                     -------        -------
  Net cash provided by operating activities           16,588          9,629
                                                     -------        -------

  INVESTING ACTIVITIES:
  Additions to property, plant and equipment            (616)        (1,392)
  Exploration and development costs incurred          (4,142)        (5,064)
  Proceeds from sales of property, plant and
  equipment                                            5,263            258
  Refinance of Spraberry investment                   (4,715)
  Investment in affiliates                              (508)
                                                     -------        -------
  Net cash used in investing activities               (4,718)        (6,198)
                                                     -------        -------

  FINANCING ACTIVITIES:
  Payments of long-term debt                          (4,373)        (7,331)
  Proceeds from long-term debt                         6,000         12,000
  Distributions paid                                  (4,207)        (4,876)
  Distributions paid by consolidated
  subsidiaries to minority shareholders               (1,335)          (706)
  Payments of contract settlement                       (305)          (704)
  Syndication costs and capital contributions            (12)           (36)
  Other financing activities                            (118)           (12)
                                                     -------        -------
  Net cash used in financing activities               (4,350)        (1,665)
                                                     -------        -------

  NET INCREASE IN CASH AND CASH EQUIVALENTS            7,520          1,766

  CASH AND CASH EQUIVALENTS:


  BEGINNING OF PERIOD                                  4,977          2,409
                                                     -------        -------

  END OF PERIOD                                     $ 12,497       $  4,175
                                                     =======        =======
<FN>

                    The   accompanying   notes  are  an  integral  part  of  
                                 the financial statements.
</FN>

</TABLE>

                         HALLWOOD ENERGY PARTNERS, L. P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - GENERAL

Hallwood Energy  Partners,  L. P. ("HEP") is a publicly traded Delaware  limited
partnership engaged in the development,  production,  sale and transportation of
oil and gas and in the  acquisition,  exploration,  development and operation of
oil and gas properties.  The principal  objectives of HEP are to maintain and to
expand its  reserve  base and to provide  cash  distributions  to holders of its
units representing limited partner interests  ("Units").  The general partner of
HEP is Hallwood Energy Corporation ("HEC") which has been engaged in oil and gas
exploration and development since its incorporation in 1968.

The  activities  of  HEP  are  conducted  through  HEP Operating Partners, L. P.
("HEPO")  and EDP Operating, Ltd. ("EDPO").  HEP is the sole limited partner and
HEC  is  the  sole  general  partner  of HEPO.  Hallwood G. P., Inc. ("HGPI"), a
wholly-owned subsidiary of HEC, is the sole general partner, and HEP is the sole
limited  partner  of  EDPO.    Solely  for purposes of simplicity herein, unless
otherwise  indicated,  all  references  to HEP in connection with the ownership,
exploration,  development  or  production of oil and gas properties include HEPO
and EDPO.

The interim financial data are unaudited; however, in the opinion of the general
partner,  the interim data include all  adjustments,  consisting  only of normal
recurring adjustments,  necessary for a fair presentation of the results for the
interim periods.  These financial  statements should be read in conjunction with
the financial  statements and accompanying  footnotes included in HEP's December
31, 1995 Annual Report on Form 10-K.

ACCOUNTING POLICIES

CONSOLIDATION

HEP fully consolidates  majority owned entities and reflects a minority interest
in the consolidated  financial statements.  HEP accounts for its interest in 50%
or less  owned  affiliated  oil  and  gas  partnerships  and  limited  liability
companies  using the  proportionate  consolidation  method of accounting.  HEP's
investment in the common stock of its affiliate, Hallwood Consolidated Resources
Corporation ("HCRC"), is accounted for under the equity method.

The  accompanying  financial  statements  include  the  activities  of HEP,  its
subsidiaries  Hallwood  Petroleum,  Inc.  ("HPI") and Hallwood Oil and Gas, Inc.
("Hallwood  Oil"), and majority owned affiliates,  the May Limited  Partnerships
1983-1, 1983-2, 1983-3, 1984-1, 1984-2, 1984-3 ("Mays").

TREASURY STOCK

HEP owns  approximately 46% and 40% of the outstanding  common stock of HCRC, at
June  30,  1996  and  December  31,   1995,   respectively;   while  HCRC  owned
approximately  19% and 9% of HEP's Units at June 30, 1996 and December 31, 1995,
respectively;  consequently,  HEP had an  interest in 899,758 and 784,095 of its
own Units at June 30, 1996 and December 31, 1995, respectively.  These Units are
treated as treasury units in the accompanying financial statements.

RECLASSIFICATIONS

Certain  reclassifications have been made to the prior period amounts to conform
to the classifications used in the current period.


NOTE 2 - DEBT

During the first quarter of 1995, HEP and its lenders amended and restated HEP's
Amended and Restated Credit  Agreement  ("Credit  Agreement") to extend the term
date of its line of credit to May 31, 1997.  Under the Credit  Agreement  and an
Amended  and  Restated  Note  Purchase  Agreement  ("Note  Purchase  Agreement")
(collectively  referred to as the "Credit  Facilities") HEP has a borrowing base
of  $45,000,000.  HEP has amounts  outstanding  at June 30, 1996 of  $30,700,000
under the Credit  Agreement and  $8,571,000  under the Note Purchase  Agreement.
HEP's borrowing base is further reduced by an outstanding  contract settlement o
b  ligation  of  $2,401,000;   therefore,  its  unused  borrowing  base  totaled
$3,328,000 at August 9, 1996.

Borrowings under the Note Purchase  Agreement bear interest at an annual rate of
11.85%,  which is payable  quarterly.  Annual  principal  payments of $4,286,000
began April 30,  1992,  and the debt is required to be paid in full on April 30,
1998.  HEP  intends to fund the  payment  due in April 1997  through  additional
borrowings under the Credit  Agreement;  thus, no portion of HEP's Note Purchase
Agreement is classified as current as of June 30, 1996.

Borrowings  against  the  Credit  Agreement  bear  interest  at the lower of the
Certificate of Deposit rate plus 1.875%, prime plus 1/2% or the Euro-Dollar rate
plus 1.75% (7.2% at June 30, 1996).  Interest is payable monthly,  and quarterly
principal payments of $2,187,000,  as adjusted for the anticipated borrowings to
fund the Note  Purchase  Agreement  payment due in April 1997,  commence May 31,
1997.

The borrowing base for the Credit  Facilities is  redetermined  semiannually  in
March and September of each year. The Credit Facilities are secured by a first l
i  en  on  approximately   80%  in  value  of  HEP's  oil  and  gas  properties.
Additionally,  aggregate  distributions  paid by HEP in any 12 month  period are
limited to 50% of cash flow from  operations  before working capital changes and
distributions received from affiliates.

HEP entered into contracts to hedge its interest rate payments on $10,000,000 of
its debt for 1996 and 1997 and  $5,000,000 for 1998. HEP does not use the hedges
for  trading  purposes,  but rather for the  purpose of  providing  a measure of
predictability for a portion of HEP's interest payments under its debt agreement
which has a floating interest rate. In general, it is HEP's goal to hedge 50% of
the  principal  amount  of its debt for each year of the  remaining  term of the
debt.  HEP has entered into two hedges,  one of which is an interest rate collar
pursuant to which it pays a floor rate of 7.55% and a ceiling rate of 9.85%, and
the  other is an  interest  rate swap with a fixed  rate of 7.49%.  The  amounts
received  or paid  upon  settlement  of these  transactions  are  recognized  as
interest expense at the time the interest payments are due.


NOTE 3 - STATEMENT OF CASH FLOWS

Cash paid for  interest  during the six months  ended June 30, 1996 and 1995 was
$1,913,000 and $1,684,000, respectively.


NOTE 4 - LEGAL PROCEEDINGS

In June 1996, HEP and the other parties to the lawsuits styled Lamson  Petroleum
Corporation  v.  Hallwood  Petroleum,  Inc.  et al.  settled the  lawsuits.  The
plaintiffs in the lawsuits  claimed they had valid leases  covering  streets and
roads in the units of the A. L. Boudreaux #1 well, G. S. Boudreaux #1 well, Paul
Castille  #1  well,  Evangeline  Shrine  Club #1 well and  Duhon #1 well,  which
represented approximately .4% to 2.3% of HEP s interest in these properties, and
they were  entitled to a portion of the  production  from the wells  dating from
February 1990. In the settlement,  HEP and the plaintiffs agreed to cross-convey
interests in certain leases to one another, and HEP agreed to pay the plaintiffs
$728,000.  HEP has not recognized  revenue  attributable to the contested leases
since January 1993. These revenues plus accrued interest, totaling $506,000, had
been placed in escrow pending the resolution of the lawsuits.  The excess of the
cash paid over the  escrowed  amounts,  is reflected  as  litigation  settlement
expense in the accompanying  financial  statements.  The cross-conveyance of the
interests  in the leases will result in a decrease in HEP s reserves of $374,000
in future net revenues, discounted at 10%.


NOTE 5 - SUBSEQUENT EVENT

On July 1, 1996, HEP and HCRC completed a transaction involving the sale by Fuel
Resources  Development  Co., a wholly owned subsidiary of Public Service Company
of Colorado, and other interest owners of their interests in 38 coal bed methane
wells located in La Plata County,  Colorado and Rio Arriba  County,  New Mexico.
Thirty-four of the wells, estimated to have reserves of 53 BCF, were assigned to
44 Canyon  LLC ( 44 Canyon ), a special  purpose  entity  owned by a large  east
coast financial institution.  The wells qualify for tax credits under Section 29
of the Internal  Revenue  Code.  HPI will manage and operate the  properties  on
behalf of 44 Canyon.  The $27.8 million  purchase  price was funded by 44 Canyon
through the sale of a  volumetric  production  payment to an  affiliate of Enron
Capital & Trade  Resources  Corp.,  a subsidiary  of Enron Corp.,  the sale of a
subordinated  production  payment and certain other property interests for $3.45
million to an affiliate of HEP and HCRC, and additional cash  contributed by the
owners  of 44  Canyon.  The  affiliate  of HEP  and  HCRC  which  purchased  the
subordinated production payment and other property interests is owned equally by
HEP and HCRC. The interests in the four wells in Rio Arriba County were acquired
directly by HEP and HCRC. As a result of the transaction, HEP expects to add 9.8
BCF of gas  to its  reserve  base,  which  represents  approximately  52% of its
estimated 1996 production.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW

HEP generated  $16,588,000  of cash flow from  operating  activities  during the
first six months of 1996.

The other primary cash inflow was:

  .  $5,263,000 in proceeds from the sale of property

  .  $6,000,000 in proceeds from long-term debt

Cash was used primarily for:

  .  Additions to property and development costs incurred of $4,758,000

  .  Refinance of Spraberry investment of $4,715,000

  .  Distributions to Unitholders of $4,207,000

  .  Payments of contract settlement of $305,000

When combined with  miscellaneous  other cash  activity  during the period,  the
result was an increase of $7,520,000  in HEP's cash from  $4,977,000 at December
31, 1995 to $12,497,000 at June 30, 1996.


DEVELOPMENT PROJECTS AND ACQUISITIONS

Through June 30, 1996, HEP incurred  approximately  $4,758,000 for  exploration,
development and acquisition costs and approximately $441,000 for the purchase of
shares of Hallwood  Consolidated  Resources Corporation ( HCRC ) toward the 1996
capital budget of $11,500,000.  The expenditures were comprised of approximately
$ 4 , 1 4 2,000  for  domestic  exploration  and  development  expenditures  and
approximately $616,000 for property  acquisitions.  A description of significant
exploration and development projects to date in 1996 follows.

HEP continues to devote capital resources to the West Texas Kermit area in 1996.
HEP drilled or participated  in the drilling of nine wells,  eight of which were
successful,  and participated in one unsuccessful  recompletion in the first six
months of 1996,  for a total cost of  approximately  $760,000.  The new wells in
this area are capable of producing approximately 750 gross equivalent barrels of
oil per day but are  currently  limited to  approximately  500 gross  equivalent
barrels of oil per day due to  limitations  on production  imposed by state laws
and regulations. HEP's interest in these wells averages 23%. HEP is committed to
drilling  at least  three more wells in this area in the third  quarter  and has
plans to drill or recomplete up to ten additional wells by year end.

During the second quarter of 1996,  HEP purchased  12,965 shares of HCRC for $34
per share.  The shares were  originally  purchased by HCRC in connection with an
odd lot  repurchase  offer and then were resold to HEP at the price paid by HCRC
for such shares.

HEP acquired three  dimensional  (3-D) seismic data covering 106 square miles on
the Cowden Ranch in Crane  County,  Texas.  The  prospect  will be operated by a
major oil company, and HEP has a 12.5% working interest. HEP s share of costs to
date is $425,000.  Seismic  interpretation  is in process,  and two  exploratory
wells are expected to be drilled in 1996.

HEP acquired 3-D seismic data and related  acreage in the Merkel  prospect  area
which  covers  87 square  miles in Jones,  Taylor  and  Nolan  Counties,  Texas.
Expenditures in the first six months of 1996 totaled $200,000. Thus far, HEP has
participated  in drilling five wells on developed  prospects for a total cost of
$135,000, including one well drilled in late 1995. Two of the wells are awaiting
completion,  two are on production  with average  initial rates of 60 barrels of
oil per day, and one well was unsuccessful.  HEP s interest in the wells is 10%.
Fourteen more  prospects  have been  identified on 13 square miles of data,  and
seismic interpretation has begun on the remaining 74 square miles of data.

HEP also  participated  in the  drilling  of two  nonoperated  wells in Williams
County,  North Dakota in the latter part of 1995 and the first  quarter of 1996,
one of which was dry and the other only marginally successful,  for a total cost
of approximately  $200,000. HEP also drilled an exploratory dry hole in Richland
County, Montana, at a cost of $120,000. HEP is currently completing an Interlake
Formation  development  well,  drilled  in  the  second  quarter  at a  cost  of
approximately $425,000

HEP incurred approximately $189,000 in the first quarter, net to HEP's interest,
for four  recompletions  and one drilled  well in the Rocker "b" Ranch in Reagan
County,  Texas.  This  activity has  increased  HEP's share of  production by 90
equivalent  barrels of oil per day. During the first quarter,  HEP also acquired
interests  in five  additional  producing  leases on the  Rocker "b" Ranch for a
total of $93,000.  Effective  April 1, 1996, HEP repaid its share of the debt of
Hallwood  Spraberry  Drilling  Company,   L.L.C.  (  HSD  )  through  additional
borrowings  under its bank credit  agreement and assumed direct ownership of its
share of HSD s properties.  In the second quarter of 1996, HEP recompleted three
wells,  two of which were  successful,  and began drilling another well in July.
HEP has plans to  recomplete  at least five more wells  before year end and will
consider other work, if the capital is available.

Under a  farmout  agreement  completed  in 1995,  HEP  participates  in  several
multiple  lateral,  horizontal  wells in the  Giddings  Austin Chalk play in Lee
County,  Texas. Two successful wells and one unsuccessful well have been drilled
thus far. HEP's interests in the area range from 3% to 4%. Gross average initial
production  rates were 750 barrels of oil per day on the first two wells.  HEP's
cost for all three wells was approximately $25,000.

In the San Juan Basin area, HEP, through an affiliate,  acquired interests in 34
coal bed methane wells located in La Plata County, Colorado for $1,300,000.  HEP
s interest in the wells is  expected to add 9.8 BCF of gas to its reserve  base,
which  represents  approximately  52%  of its  estimated  1996  production.  The
acquisition  was  completed on July 1, 1996. In the same  transaction,  HEP also
directly acquired  interests in four  non-producing  wells in Rio Arriba County,
New Mexico.

In the first quarter of 1996, HEP successfully  recompleted a well in New Mexico
for approximately $90,000. Production on this well averaged 1,600 mcf of gas per
day which exceeds the initial  production  rates  experienced  when the well was
drilled in 1990. Rates prior to this workover were  approximately 400 mcf of gas
per day. HEP owns  approximately  55% of this well. HEP began  drilling  another
Fruitland Coal development  well in late July and anticipates  completion of the
well in August.

HEP  is  also  actively   evaluating   acquisitions  in  strategic  areas.  Such
acquisitions  would be  financed  using  the  capital  budget,  supplemented  by
external financing when appropriate.

PROPERTY SALES

During the first quarter of 1996, HEP received approximately  $1,300,000 for the
sale of its  interests in the Hoople  Field in Crosby  County,  Texas.  HEP also
received  another  $88,000 in early  April for the sale of various  nonstrategic
properties at auction.  In June 1996, HEP completed the sale of its interests in
the Bethany  Longstreet  area of  Louisiana  (approximately  575,000  equivalent
barrels of oil,  measured  using  December 31, 1995  pricing) for  approximately
$3,800,000.

DISTRIBUTIONS

HEP declared  distributions  of $.13 per Class A Unit and $.25 per Class C Unit,
payable on August 15, 1996 to Unitholders of record on June 30, 1996.

Distributions  on the Class B Units are suspended if the Class A Units receive a
distribution  of less than $.20 per Class A Unit per  calendar  quarter.  In any
quarter for which distributions of $.20 or more per unit are made on the Class A
Units, the Class B Units are entitled to be paid, in whole or in part, suspended
distributions.

FINANCING

During the first quarter of 1995, HEP and its lenders amended and restated HEP's
Amended  and  Restated  Credit  Agreement  ("Credit  Agreement")  to extend  the
maturity date of its line of credit to May 31, 1997.  Under the Credit agreement
and an Amended and Restated Note Purchase Agreement ("Note Purchase  Agreement")
(collectively  referred to as the "Credit  Facilities") HEP has a borrowing base
of  $45,000,000.  HEP has amounts  outstanding  at June 30, 1996 of  $30,700,000
under the Credit  Agreement and  $8,571,000  under the Note Purchase  Agreement.
HEP's borrowing base is further reduced by an outstanding  contract settlement o
b  ligation  of  $2,401,000;   therefore,  its  unused  borrowing  base  totaled
$3,328,000 at August 9, 1996.

Borrowings under the Note Purchase  Agreement bear interest at an annual rate of
11.85%,  which is payable  quarterly.  Annual  principal  payments of $4,286,000
began April 30,  1992,  and the debt is required to be paid in full on April 30,
1998.  HEP  intends to fund the  payment  due in April 1997  through  additional
borrowings under the Credit  Agreement;  thus, no portion of HEP's Note Purchase
Agreement is classified as current as of June 30, 1996.

Borrowings  against  the  Credit  Agreement  bear  interest  at the lower of the
Certificate of Deposit rate plus 1.875%, prime plus 1/2% or the Euro-Dollar rate
plus 1.75% (7.2% at June 30, 1996).  Interest is payable monthly,  and quarterly
principal payments of $2,187,000,  as adjusted for the anticipated borrowings to
fund the Note  Purchase  Agreement  payment due in April 1997,  commence May 31,
1997.

The borrowing base for the Credit  Facilities is  redetermined  semiannually  in
March and September of each year. The Credit Facilities are secured by a first l
i  en  on  approximately   80%  in  value  of  HEP's  oil  and  gas  properties.
Additionally,  aggregate  distributions  paid by HEP in any 12 month  period are
limited to 50% of cash flow from  operations  before working capital changes and
distributions received from affiliates.

HEP entered into contracts to hedge its interest rate payments on $10,000,000 of
its debt for 1996 and 1997 and  $5,000,000 for 1998. HEP does not use the hedges
for  trading  purposes,  but rather for the  purpose of  providing  a measure of
predictability for a portion of HEP's interest payments under its debt agreement
which has a floating interest rate. In general, it is HEP's goal to hedge 50% of
the  principal  amount  of its debt for each year of the  remaining  term of the
debt.  HEP has entered into two hedges,  one of which is an interest rate collar
pursuant to which it pays a floor rate of 7.55% and a ceiling rate of 9.85%, and
the  other is an  interest  rate swap with a fixed  rate of 7.49%.  The  amounts
received  or paid  upon  settlement  of these  transactions  are  recognized  as
interest expense at the time the interest payments are due.

INFLATION AND CHANGING PRICES

PRICES

Prices obtained for oil and gas production depend upon numerous factors that are
beyond  the  control  of HEP,  including  the  extent of  domestic  and  foreign
production,  imports of foreign  oil,  market  demand,  domestic  and  worldwide
economic and political  conditions,  and  government  regulations  and tax laws.
Prices for both oil and gas fluctuated  significantly  throughout 1995 and 1996.
The following table presents the average prices received each quarter by HEP and
the effects of the hedging transactions discussed below.
<TABLE>
<CAPTION>
                                 Oil                   Oil
                            (excluding the        (including the
                              effects of            effects of
                               hedging               hedging
                            transactions)          transactions)
                                (bbl)                 (bbl)

   <S>                          <C>                   <C>
  First quarter - 1995         $16.79                $17.22
  Second quarter - 1995         18.00                 18.14
  Third quarter - 1995          16.15                 16.63
  Fourth quarter - 1995         17.13                 17.57
  First quarter - 1996          18.05                 17.97
  Second quarter - 1996         20.56                 20.15
</TABLE>
<TABLE>
<CAPTION>
                                 Gas                   Gas
                            (excluding the        (including the
                              effects of            effects of
                               hedging               hedging
                             transactions)         transactions)
                                (mcf)                 (mcf)

 <S>                           <C>                   <C>
 First quarter - 1995           $1.51                 $1.81
 Second quarter - 1995           1.39                  1.64
 Third quarter - 1995            1.54                  1.84
 Fourth quarter - 1995           1.87                  1.99
 First quarter - 1996            2.41                  2.30
 Second quarter - 1996           2.15                  2.12
</TABLE>

HEP has entered into numerous financial  contracts to hedge the price of its oil
and  natural  gas.  The purpose of the hedges is to provide  protection  against
price  decreases  and  to  provide  a  measure  of  stability  in  the  volatile
environment  of oil and natural gas spot pricing.  The revenue  associated  with
these  contracts  is  recognized  as oil or gas  revenue  at the time the hedged
volumes are sold.

The following table provides a summary of HEP's outstanding financial contracts:
<TABLE>
<CAPTION>
                                        Oil
                                   Percent of
                                           Production         Contract
                    Period                   Hedged          Floor Price
                                                              (per bbl)

       <S>                                     <C>              <C>
       Last six months of 1996                 36%             $16.90
       1997                                    18%             $15.37
       1998                                    15%             $15.33
       1999                                     3%             $15.88
</TABLE>

Between  16% and 100% of the oil  volumes  hedged in each year are  subject to a
participating  hedge  whereby HEP will receive the contract  price if the posted
futures  price is lower than the contract  price,  and will receive the contract
price plus between 25% and 75% of the difference  between the contract price and
the  posted  futures  price if the  posted  futures  price is  greater  than the
contract  price.  Between  48% and 100% of the  volumes  hedged in each year are
subject to a collar agreement whereby HEP will receive the contract price if the
spot price is lower than the contract price,  the cap price if the spot price is
higher  than the cap price,  and the spot  price if that  price is  between  the
contract price and the cap price. The cap prices range from $17.00 to $19.35.
<TABLE>
<CAPTION>
                                        Gas
                                   Percent of
                                           Production         Contract
                    Period                   Hedged          Floor Price
                                                              (per mcf)

       <S>                                     <C>              <C>
       Last six months of 1996                 54%              $1.96
       1997                                    54%              $1.97
       1998                                    41%              $2.10
       1999                                    17%              $2.01
       2000                                    20%              $2.01
</TABLE>

Between  0% and 50% of the gas  volumes  hedged  in each year are  subject  to a
collar  agreement  whereby HEP will receive the contract price if the spot price
is lower than the contract price, the cap price if the spot price is higher than
the cap price,  and the spot price if that price is between the  contract  price
and the cap price. The cap prices range from $2.65 to $2.93.

During the third quarter  through July 26, 1996,  the oil price (for barrels not
hedged)  averaged  between  $20.00 and $22.00 per barrel.  The weighted  average
price of natural gas (for mcf not hedged)  during that period was between  $1.40
and $2.80 per mcf.

INFLATION

Inflation did not have a material  impact on HEP in 1995 and is not  anticipated
to have a material impact in 1996.

RESULTS OF OPERATIONS

The  following  tables are  presented  to contrast  HEP's  revenue,  expense and
earnings for discussion purposes.  Significant fluctuations are discussed in the
accompanying  narrative.  The "direct  owned"  column  represents  HEP's  direct
royalty and  working  interests  in oil and gas  properties.  The "Mays"  column
represents the results of operations of six May Limited  Partnerships  which are
consolidated  with HEP. In 1996, HEP owned  interests which ranged from 54.5% to
68.3% of the Mays, and in 1995, HEP's ownership in the Mays ranged from 54.1% to
67.8%.

<TABLE>
<CAPTION>
                 TABLE OF HEP EARNINGS FOR MANAGEMENT DISCUSSION
                           (In thousands except price)
                  FOR THE QUARTERS ENDED JUNE 30, 1996 AND 1995


                                         For the Quarter Ended June 30, 1996
                                         Direct
                                         Owned          Mays           Total

 <S>                                     <C>            <C>            <C>
 Oil production (bbl)                       224             26            250
 Gas production (mcf)                     2,810            459          3,269

 Average oil price                       $20.05         $20.96         $20.15
 Average gas price                       $ 2.02         $ 2.69         $ 2.12

 Oil revenue                           $  4,492       $    545         $5,037
 Gas revenue                              5,687          1,234          6,921
 Pipeline, facilities and other             697                           697
 revenue
 Interest income                            115             18            133
                                        -------        -------        -------

 Total revenue                           10,991          1,797         12,788
                                        -------        -------        -------

 Production operating expense             2,496            166          2,662
 Facilities operating expense               157                           157
 General and administrative expense         631            119            750
 Depreciation, depletion, and
 amortization                             3,019            447          3,466
 Interest expense                           997                           997
 Litigation settlement expense              222              6            228
 Equity in (income) loss of HCRC           (351)                         (351)
 Minority interest                                         604            604
                                        -------        -------        -------

 Total expense                            7,171          1,342          8,513
                                        -------        -------        -------

 Net income (loss)                     $  3,820       $    455       $  4,275
                                        =======        =======        =======
</TABLE>
<TABLE>
<CAPTION>


                                         For the Quarter Ended June 30, 1995
                                         Direct
                                         Owned          Mays           Total

 <S>                                     <C>            <C>            <C>
 Oil production (bbl)                       210             24            234
 Gas production (mcf)                     2,793            354          3,147

 Average oil price                       $18.15         $18.13         $18.14

 Average gas price                       $ 1.60         $ 1.93         $ 1.64

 Oil revenue                           $  3,811       $    435       $  4,246
 Gas revenue                              4,469            682          5,151
 Pipeline, facilities and other
 revenue                                    978                           978
 Interest income                             73             17             90
                                        -------        -------        -------

   Total revenue                          9,331          1,134         10,465
                                        -------        -------        -------

 Production operating expense             2,231            171          2,402
 Facilities operating expense               155                           155
 General and administrative expense       1,040            116          1,156
 Depreciation, depletion, and
 amortization                             3,611            441          4,052
 Impairment of oil and gas
 properties                               7,000                         7,000
 Interest expense                         1,054                         1,054
 Equity in (income) loss of HCRC          1,506                         1,506
 Minority interest                                         351            351
                                        -------        -------        -------
 Total expense                           16,597          1,079         17,676
                                        -------        -------        -------

 Net income (loss)                     $ (7,266)      $     55       $ (7,211)
                                        =======        =======        =======
</TABLE>
<TABLE>
<CAPTION>


                 TABLE OF HEP EARNINGS FOR MANAGEMENT DISCUSSION
                           (In thousands except price)
                 FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995


                                       For the Six Months Ended June 30, 1996
                                         Direct
                                         Owned          Mays           Total

 <S>                                     <C>            <C>            <C>
 Oil production (bbl)                       475             58            533
 Gas production (mcf)                     5,694            969          6,663

 Average oil price                       $18.87         $19.97         $18.99
 Average gas price                       $ 2.05         $ 3.14         $ 2.21

 Oil revenue                           $  8,964       $  1,158       $ 10,122
 Gas revenue                             11,689          3,040         14,729
 Pipeline, facilities and other
 revenue                                  1,432                         1,432
 Interest income                            174             32            206
                                        -------        -------        -------

   Total revenue                         22,259          4,230         26,489
                                        -------        -------        -------

 Production operating expense             5,344            348          5,692
 Facilities operating expense               432                           432
 General and administrative expense       1,686            232          1,918
 Depreciation, depletion, and
 amortization                             6,349            979          7,328
 Interest expense                         2,119                         2,119
 Litigation settlement expense              222              6            228
 Equity in (income) loss of HCRC           (727)                         (727)
 Minority interest                                       1,471          1,471
                                        -------        -------        -------

 Total expense                           15,425          3,036         18,461
                                        -------        -------        -------

Net income (loss)                      $  6,834       $  1,194       $  8,028
                                        =======        =======        =======

</TABLE>
<TABLE>
<CAPTION>

                                       For the Six Months Ended June 30, 1995
                                         Direct
                                         Owned          Mays           Total

 <S>                                     <C>            <C>            <C>
 Oil production (bbl)                       419             44            463
 Gas production (mcf)                     5,519            700          6,219

 Average oil price                       $17.64         $18.09         $17.68
 Average gas price                       $ 1.71         $ 1.83         $ 1.72

 Oil revenue                           $  7,393       $    796       $  8,189
 Gas revenue                              9,427          1,284         10,711
 Pipeline, facilities and other
 revenue                                  1,418                         1,418
 Interest income                            143             33            176
                                        -------        -------        -------

   Total revenue                         18,381          2,113         20,494
                                        -------        -------        -------

 Production operating expense             4,783            306          5,089
 Facilities operating expense               378                           378
 General and administrative expense       2,420            227          2,647
 Depreciation, depletion, and
 amortization                             7,163            861          8,024
 Impairment of oil and gas
 properties                              11,051                        11,051
 Interest expense                         2,047                         2,047
 Litigation settlement expense               30                            30
 Equity in (income) loss of HCRC          2,353                         2,353
 Minority interest                                         638            638
                                        -------        -------        -------

 Total expense                           30,225          2,032         32,257
                                        -------        -------        -------

 Net income (loss)                     $(11,844)      $     81       $(11,763)
                                        =======        =======        =======
</TABLE>

SECOND QUARTER 1996 COMPARED TO SECOND QUARTER 1995

OIL REVENUE

Oil revenue  increased by $791,000 during the second quarter of 1996 as compared
with the second  quarter of 1995.  The  increase is the result of an increase in
the  average  oil price  from  $18.14 per barrel in 1995 to $20.15 per barrel in
1996 combined with an increase in oil production from 234,000 barrels in 1995 to
250,000  barrels in 1996.  The  increase in oil  production  is due to increased
production from  exploratory  and  developmental  drilling  projects in Montana,
Wyoming and West Texas partially offset by normal production declines.

The effect of HEP's hedging  transactions,  as described  under  "Inflation  and
Changing Prices," was to decrease HEP's average oil price from $20.56 per barrel
to  $20.15  per  barrel,  representing  a  reduction  in  revenue  from  hedging
transactions of $103,000.

GAS REVENUE

Gas  revenue  increased  by  $1,770,000  during  the  second  quarter of 1996 as
compared  with the second  quarter  of 1995.  The  increase  is the result of an
increase in  production  from  3,147,000  mcf in 1995 to 3,269,000  mcf in 1996,
combined  with a 29%  increase  in price from $1.64 per mcf in 1995 to $2.12 per
mcf in 1996.  The increase in  production  is due to increased  production  from
exploratory and  developmental  drilling  projects in  Montana,Wyoming  and West
Texas and increased  state  allowable  production  limits in Louisiana  which is
partially offset by normal production declines.

The effect of HEP's hedging transactions was to decrease HEP's average gas price
from $2.15 per mcf to $2.12 per mcf, representing a $98,000 reduction in revenue
from hedging transactions.

PIPELINE, FACILITIES AND OTHER

Pipeline,  facilities and other revenue consists  primarily of facilities income
from two gathering  systems  located in New Mexico,  revenues  derived from salt
water  disposal,  and  incentive  payments  related to certain wells in San Juan
County.  Pipeline,  facilities and other income decreased by $281,000 during the
second quarter of 1996 as compared with the second quarter of 1995, primarily as
a result of the receipt of disputed revenues related to prior periods during the
second quarter of 1995.

INTEREST INCOME

The increase in interest  income of $43,000 during the second quarter of 1996 as
compared with the second  quarter of 1995  resulted  from a higher  average cash
balance  during the  second  quarter of 1996 as  compared  with the same  period
during 1995.

PRODUCTION OPERATING EXPENSE

Production  operating  expense  increased  $260,000 during the second quarter of
1996 as compared  with the second  quarter of 1995,  primarily as a result of an
increase in production taxes and operating costs associated with the increase in
production as described above.

GENERAL AND ADMINISTRATIVE EXPENSE

General  and   administrative   expense   includes  costs  incurred  for  direct
administrative  services such as legal,  audit and reserve  reports,  as well as
allocated  internal overhead incurred by the operating company on behalf of HEP.
These expenses  decreased $406,000 during the second quarter of 1996 as compared
with the second quarter of 1995 primarily due to bank fees  associated  with the
extension of HEP s line of credit during 1995.


DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSE

Depreciation,  depletion and amortization  expense decreased $586,000 during the
second quarter of 1996 as compared with the second quarter of 1995. The decrease
is  primarily  the result of lower  capitalized  costs in 1996 as compared  with
1995, due to the property impairments recorded during 1995.

IMPAIRMENT OF OIL AND GAS PROPERTIES

HEP  recorded a  property  impairment  at June 30,  1995 of  $7,000,000  because
capitalized costs on that date exceeded the present value (discounted at 10%) of
estimated future net revenues from proved oil and gas reserves based upon prices
received at June 30, 1995 of $16.50 per barrel of oil and $1.50 per mcf of gas.

INTEREST EXPENSE

Interest expense decreased $57,000 during the second quarter of 1996 as compared
with the second quarter of 1995, primarily as the result of lower interest rates
during 1996.

EQUITY IN INCOME (LOSS) OF HCRC

Equity in income (loss) of HCRC increased  $1,857,000  during the second quarter
of 1996 as compared with the second  quarter of 1995.  The increase is primarily
due to HCRC's property impairment recorded during the second quarter of 1995.

MINORITY INTEREST IN NET INCOME OF SUBSIDIARIES

Minority  interest  in  net  income  of  subsidiaries   represents  unaffiliated
partners'  interest in the net income of the May  Partnerships.  The increase of
$253,000  is due to an  increase  in the  net  income  of the  May  Partnerships
resulting from increased  production on their properties,  as well as higher oil
and gas prices during 1996.

LITIGATION SETTLEMENT EXPENSE

Litigation  settlement  expense  during  1996  consists  primarily  of  expenses
incurred to settle the Lamson  lawsuit  described in Item 1. Note 4 of this Form
10-Q.

FIRST SIX MONTHS 1996 COMPARED TO THE FIRST SIX MONTHS 1995.

The  comparisons  for the first six  months of 1996 and the first six  months of
1995 are consistent  with those discussed in the second quarter 1996 compared to
the second quarter 1995 except for the following.

OIL REVENUE

Oil  revenue  increased  $1,933,000  or 24%.  The  increase is  comprised  of an
increase  in  average  oil prices  from  $17.68 per barrel in 1995 to $18.99 per
barrel in 1996 combined with an increase in production  from 463,000  barrels in
1995 to 533,000  barrels in 1996.  The  production  increase is due to increased
production  from  developmental  and exploratory  drilling  projects in Montana,
Wyoming and West Texas partially offset by normal production declines.

The effect of HEP s hedging transactions was to decrease HEP s average oil price
from $19.22 per barrel to $18.99 per barrel, representing a $123,000 decrease in
revenues.

GAS REVENUE

Gas revenue increased $4,018,000 during the first six months of 1996 as compared
with the first six months of 1995.  The  increase is comprised of an increase in
price  from  $1.72  per mcf in 1995 to $2.21  per mcf in 1996  combined  with an
increase in production  from 6,219,000 mcf in 1995 to 6,663,000 mcf in 1996. The
production  increase  is due to  higher  state  allowable  production  limits in
Louisiana as well as increased  production from  exploratory  and  developmental
drilling  projects in Montana,  Wyoming and West Texas which is partially offset
by normal production declines.

The effect of HEP s hedging transactions was to decrease HEP s average gas price
from  $2.28 per mcf to $2.21  per mcf,  representing  a  $466,000  reduction  in
revenue from hedging transactions.

FACILITIES OPERATING EXPENSE

Facilities  operating expense  represents the costs of operating and maintaining
two gathering  systems located in New Mexico.  Costs increased by $54,000 during
1996 as compared  with 1995 due to the  connection  of  additional  wells to the
gathering systems.

IMPAIRMENT OF OIL AND GAS PROPERTIES

Impairment  of oil and gas  properties  during  the  first  six  months  of 1995
includes the write-off of HEP s Indonesian  operations as well as the previously
discussed property impairment.

EQUITY IN INCOME (LOSS) OF HCRC

Equity in income (loss) of HCRC increased $3,080,000 during the first six months
of 1996 as compared with the first six months of 1995. The increase is primarily
due to HCRC's impairment  expense resulting from the write-off of its Indonesian
operations during the first quarter of 1995 and a property  impairment  recorded
by HCRC during the second quarter of 1995.


PART II  - OTHER INFORMATION


ITEM 1  -  LEGAL PROCEEDINGS

           Reference  is made to Item 8 - Notes  13 and 14 of Form  10-K for the
           year ended December 31, 1995, and Item 1 - Note 4 of this Form 10-Q.


ITEM 2  -  CHANGES IN SECURITIES

           None.


ITEM 3  -  DEFAULTS UPON SENIOR SECURITIES

           None.


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

           None.


ITEM 5  -  OTHER INFORMATION

           None.


ITEM 6  -  EXHIBITS AND REPORTS ON FORM 8-K

           None.



SIGNATURE

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

                         HALLWOOD ENERGY PARTNERS, L. P.

                         BY: HALLWOOD ENERGY CORPORATION
                                 GENERAL PARTNER



 Date: March 19, 1997             By: /s/Robert S. Pfeiffer
                                       Robert S. Pfeiffer, Vice President
                                       (Chief Financial Officer)