United States Securities and Exchange Commission
                              Washington, DC 20549


                                  FORM 10 - Q


x  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934

   For the quarterly period ended    November 2, 1996

                      or

   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934

   Commission File Number        0-23874


                          Jos. A. Bank Clothiers, Inc.

    Delaware                          5611                      36-3189198
(State incorporation)           (Primary Standard             (I.R.S. Employer
                                 Industrial                    Identification
                                 Classification                Number)
                                 Code Number)

   500 Hanover Pike, Hampstead, MD                              21074-2095

                                      none
                       (Former name or former address, if
                           changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                  Yes  [ x ]    No [   ]

Indicate the number of shares of each of the issuer's  classes of common  stock,
as of the latest practicable date:

           Class                              Outstanding as of December 2,1996

       Common stock. $.01 par value           6,790,152



<PAGE>



                          Jos. A. Bank Clothiers, Inc.

                                     Index

Part I.       Financial Information                                    Page No.

     Item 1.          Financial Statements

                      Condensed Consolidated Statements                  3
                         of Income (Loss) - Three and Nine
                         Months ended November 2, 1996
                         and October 28, 1995

                      Condensed Consolidated Balance                     4
                        Sheets - as of November 2, 1996 and
                         February 3, 1996

                      Condensed Consolidated Statements                  5
                        of Cash Flows - Nine months ended
                        November 2, 1996 and October 28, 1995

                       Notes to Condensed Consolidated                   6-7
                        Financial Statements

     Item 2.          Management's Discussion and Analysis               7-11
                        of Results of Operations and
                        Financial Condition

Part II.      Other Information

     Item 1.          Legal Proceedings                                  12

     Item 6.          Exhibits and Reports on Form 8-K                   12

                      (a)      Exhibits - Exhibit 27-Financial Data
                               Schedule (EDGAR filing only)

Signatures                                                               13


                                      -2-


<PAGE>



PART I.       FINANCIAL INFORMATION

     Item 1.          Condensed Consolidated Financial Statements


                 JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
                Condensed consolidated statements of operations
                      (In thousands except per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                               Three Months Ended               Nine Months Ended
                                             --------------------------      ------------------------
                                             Nov. 2,          Oct. 28,        Nov. 2,        Oct. 28,
                                              1996             1995            1996           1995
                                             -------         --------        --------       --------
<S> <C>
Net sales (Note 1)                           $36,817         $37,838         $107,933       $123,532
Costs and expenses:
  Cost of goods sold                          19,542          21,798           58,599         74,149
  General and administrative                   3,588           3,395           11,806         13,012
  Sales and marketing                         12,847          15,009           36,478         47,325
                                             -------         -------         --------       --------
                                              35,977          40,202          106,883        134,486
                                             -------         -------         --------       --------

Operating  income (loss)                         840          (2,364)           1,050        (10,954)

Interest expense, net                            662             986            1,414          2,548
                                             -------         -------         --------       --------
Income (loss) before provision
     (benefit) for income taxes                  178          (3,350)            (364)       (13,502)
 Provision (benefit) for income taxes             69          (1,307)            (142)        (5,266)
                                             -------         -------         --------       --------
Net income (loss)                            $   109         $(2,043)        $   (222)      $ (8,236)
                                             =======         =======         =========      ========
Per share information:
Net income (loss) per share                  $  0.02         $ (0.30)        $  (0.03)      $  (1.21)
                                             =======         =======         =========      ========
Weighted average number of
  shares outstanding                           6,828           6,790            6,790          6,790
                                             =======         =======         =========      ========
</TABLE>



                            See accompanying notes.

                                                        -3-

<PAGE>

                  JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARY
                     Condensed consolidated balance sheets
                           (In thousands) (Unaudited)

<TABLE>
<CAPTION>
                                                          November 2,          February 3,
                                                            1996                  1996
                                                          -----------          -----------
<S> <C>
ASSETS
Current Assets:
  Cash and cash equivalents                               $    263              $    644
  Accounts receivable                                        5,770                 3,866
Inventories:
  Raw materials                                              3,948                 5,292
  Work-in-process                                            3,616                 2,331
  Finished goods                                            36,193                35,650
                                                            ------                ------
    Total inventories                                       43,757                43,273
                                                            ------                ------

Prepaid expenses and other
  current assets                                             4,414                 4,333
Deferred and refundable income taxes                         2,600                 5,200
                                                             -----                 -----
    Total current assets                                    56,804                57,316
                                                            ------                ------

Property, plant and equipment,
  at cost                                                   47,835                48,871
Accumulated depreciation and
  amortization                                             (25,340)              (23,200)
                                                          --------               -------
   Net property, plant and equipment                        22,495                25,671
                                                            ------               -------

Deferred income taxes                                        4,948                 5,967
Other assets                                                 1,455                 1,717
                                                             -----                 -----
Total Assets                                              $ 85,702              $ 90,671
                                                            ======                ======

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                        $ 13,141              $  8,929
  Accrued expenses                                          10,174                10,896
  Current portion of long-term debt                          1,750                 1,769
                                                             -----                 -----
    Total current liabilities                               25,065                21,594

Long-term liabilities                                       25,414                33,632
                                                            ------                ------

    Total liabilities                                       50,479                55,226
                                                            ------                ------

Shareholders' equity:
   Common stock                                                 70                    70
   Additional paid-in capital                               56,333                56,333
   Accumulated deficit                                     (19,260)              (19,038)
                                                           -------              --------
                                                            37,143                37,365

Less treasury stock                                         (1,920)               (1,920)
                                                           -------               -------

    Total shareholders' equity                              35,223                35,445
                                                            ------                ------
Total liabilities and shareholders' equity                $ 85,702              $ 90,671
                                                            ======                ======
</TABLE>
                            See accompanying notes.


                                      -4-

<PAGE>
                 JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
                Condensed consolidated statements of cash flows
                           (In thousands) (Unaudited)

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                   --------------------------------------
                                                                   November 2,                October 28,
                                                                     1996                        1995
                                                                   -----------                -----------
<S> <C>
Cash flows from operating activities:
  Net loss                                                           $   (222)                   $ (8,236)
Adjustments to reconcile net loss
  to net cash provided by (used in)
  operating activities:
    (Increase) decrease in deferred taxes                               3,619                      (4,954)
    Depreciation and amortization                                       2,929                       3,501
    Net increase in operating
    working capital                                                     1,537                      (1,293)
                                                                        -----                      -------

     Net cash provided by (used in) operating activities                7,863                      (8,396)
                                                                        -----                      -------

Cash flows from investing activities:
   Additions to property, plant and equipment                            (599)                     (1,773)
   Proceeds from disposal of assets                                       873                          --
                                                                       ------                    --------


     Net cash provided by (used in) investing activities                  274                      (1,773)
                                                                       ------                     -------

Cash flows from financing activities:
  Borrowings under long-term Credit Agreement                          21,527                      44,600
  Repayment under long-term Credit Agreement                          (28,629)                    (34,090)
  Changes in other long-term debt, net                                 (1,269)                       (802)
  Payments related to debt financing                                     (147)                       (225)
                                                                      -------                     --------

     Net cash provided by (used in) financing activities               (8,518)                      9,483
                                                                       ------                       -----

Net decrease in cash and cash equivalents                                (381)                       (686)

Cash and cash equivalents - beginning of period                           644                         737
                                                                          ---                         ---

Cash and cash equivalents - end of period                            $    263                    $     51
                                                                          ===                          ==
</TABLE>


                            See accompanying notes.

                                      -5-
<PAGE>


                                                    Jos. A. Bank Clothiers, Inc.
                                                       S.E.C. Form 10-Q, 11/2/96


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.   BASIS OF PRESENTATION

     Jos. A. Bank Clothiers, Inc. (the Company) is a manufacturer and nationwide
     retailer of classic men's clothing through conventional retail  stores  and
     catalog direct marketing.  In 1995, the Company  discontinued  its  women's
     product line to concentrate solely on its men's  business.  Sales  from the
     women's product line were $7.0  million  and $24.7  million  in  the  third
     quarter and first nine months of fiscal 1995, respectively.

     The consolidated  financial  statements include the accounts of the Company
     and its wholly-owned subsidiaries.  All significant  intercompany  balances
     and transactions have been eliminated in consolidation.

     The results of operations for the interim periods shown in this report  are
     not necessarily indicative of results to be expected for the  fiscal  year.
     In the opinion of management, the information contained herein reflects all
     adjustments necessary to make the  results  of  operations  for the interim
     periods a fair statement  of  such  operations.  These adjustments are of a
     normal recurring nature.

     Certain reclassifications have been made to the October 28, 1995 statements
     of cash flows in order to conform with the November 2, 1996 presentation.

     Certain notes and other information have been condensed or omitted from the
     interim financial statements presented in this  Quarterly  Report  on  Form
     10-Q.  Therefore, these financial statements  should be read in conjunction
     with the Company's February 3, 1996 Annual Report on Form 10-K.

2.   SIGNIFICANT ACCOUNTING POLICIES

     Inventories are stated at the lower of first-in, first-out, cost or market.
     The company capitalizes into inventories certain warehousing  and  delivery
     costs associated with getting its manufactured and  purchased  inventory to
     the point of sale.

     Costs related to mail order catalogs and promotional materials are included
     in prepaid expenses and other current assets.  These  costs  are  amortized
     over the expected periods of benefit, not to exceed six months.

     The company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 - Accounting for Income Taxes (SFAS
     109). This standard requires, among other things, recognition of future tax
     benefits,   measured  by  enacted  tax  rates  attributable  to  deductible
     temporary  differences  between financial statement and income tax basis of
     assets and liabilities and to tax net operating loss carryforwards,  to the
     extent that realization of such benefits is more likely than not.


                                      -6-

<PAGE>

                                                    Jos. A. Bank Clothiers, Inc.
                                                       S.E.C. Form 10-Q, 11/2/96


     3.       WORKING CAPITAL

     The net change in operating working capital is composed of the following:

<TABLE>
<CAPTION>

                                                                                   Nine Months Ended
                                                                                   -----------------
                                                                                Nov. 2,        Oct. 28,
                                                                                 1996             1995
                                                                               ---------        --------
                                                                                    (in thousands)
<S> <C>
     (Increase) in accounts receivable                                         $(1,904)        $(1,857)
     (Increase) in inventories                                                    (484)           (187)
     Decrease in prepaids and other assets                                          103           2,843
     Increase in accounts payable                                                 4,212             372
     Increase (decrease) in accrued expenses and other liabilities                (390)             122
                                                                                  -----             ---

     Net increase in operating working capital                                 $  1,537        $  1,293
                                                                                  =====           =====
</TABLE>

4.   FINANCING

     In April 1996,  the Company  extended  its credit  agreement  (the  "Credit
     Agreement")  to April 1999 which  changed the maximum  borrowing  under the
     revolver  facility  to  $38,000,000  and  provides a term loan  facility of
     $2,000,000  payable in monthly  installments  over a five year amortization
     period,  with the unpaid  balance due in April 1999.  The Credit  Agreement
     also includes financial covenants concerning net worth and working capital,
     among  others,  and  limitations  on capital  expenditures  and  additional
     indebtedness and a restriction on the payment of dividends.  Interest rates
     under the amended  agreement  range from prime plus 1.5% to prime plus 2.0%
     or  LIBOR  plus  3.5%.  The  amended   agreement  also  includes  an  early
     termination fee and provisions for a seasonal  over-advance.  Substantially
     all assets of the Company are collateralized under the Credit Agreement.


                                      -7-

<PAGE>

                                                    Jos. A. Bank Clothiers, Inc.
                                                       S.E.C. Form 10-Q, 11/2/96

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

The  following  discussion  should  be read in  conjunction  with  the  attached
condensed  consolidated  financial  statements  and notes  thereto  and with the
Company's  audited  financial  statements  and notes thereto for the fiscal year
ended February 3, 1996.

Overview - During the  quarter  and nine  months  ended  November  2, 1996,  the
Company  continued to focus on its core men's business after  discontinuing  the
women's business in 1995. Operating income for the nine months ended November 2,
1996  improved  $12.1  million to an  operating  income of $1.1  million from an
operating loss of $11.0 for the first nine months of 1995. The operating  income
of $.8 million in the third  quarter  reflects an  improvement  of $3.2  million
compared to 1995.

The  turnaround in operating  results for the nine months ended November 2, 1996
was due  primarily to a) higher  maintained  margins which were driven by strong
suit  sales,  b) the  elimination  of the  unprofitable,  lower  margin  women's
business, c)  comparable store  men's  sales increases  of 11.2 percent and 19.3
percent  for  the  nine  months  and quarter,  respectively,  d) lower operating
expenses and e) the closure of several unprofitable stores. The Company has also
restructured several leases to support its  men's-only  business,  adjusted  its
manufacturing capacity,  moved  several  stores and lowered  its  store  selling
expenses.  The increased men's  comparable  store sales was  generated on  men's
inventory  levels  that  were  approximately  $7.5 million  lower than the prior
year as the Company improved its inventory turns.


The  Company  has  not  completely  replaced the volume generated by the women's
division which generated sales of $7.0 million and $24.7 million  in  the  third
quarter and first nine months of fiscal 1995, respectively.   To increase  sales
and improve the leverage of  its  assets,  the  Company  is  opening  new stores
including six stores that were  opened  in fall 1996.  The Company also plans to
open additional stores in 1997.

The  Company's  availability  under its Credit  Agreement has increased to $19.7
million at December 2, 1996 compared to $5.0 million at the same time in 1995.

Results  of  Operations  - The  following  table is derived  from the  Company's
condensed  consolidated  statements  of income  (loss) and sets  forth,  for the
periods indicated,  the items included in the condensed consolidated  statements
of income (loss), expressed as a percentage of net sales.


                                     - 8 -

<PAGE>

                                                    Jos. A. Bank Clothiers, Inc.
                                                         S.E.C.Form 10-Q 11/2/96

<TABLE>
<CAPTION>
                                                          Percentage of Net Sales         Percentage of Net Sales
                                                                 Quarter Ended                Nine Months Ended
                                                          -------------------------       -------------------------
                                                           Nov. 2,         Oct. 28,       Nov. 2,          Oct. 28,
                                                            1996            1995            1996             1995
                                                          --------         ------         -------           ------
<S> <C>
Net Sales                                                  100.0%           100.0%          100.0%           100.0%
Cost of goods sold                                           53.1             57.6            54.3             60.0
                                                             ----             ----            ----             ----

Gross profit                                                 46.9             42.4            45.7             40.0
General and administrative expenses                           9.7              9.0            10.9             10.5
Sales and marketing expenses                                 34.9             39.7            33.8             38.3
                                                             ----             ----            ----             ----

Operating income (loss)                                       2.3            (6.3)             1.0            (8.8)
Interest expense, net                                         1.8              2.6             1.3              2.1
                                                              ---              ---             ---              ---

Income (loss) before income taxes                              .5            (8.9)            (.3)           (10.9)
Provision (benefit) for income taxes
  and related items                                            .2            (3.5)              .1            (4.3)
                                                               --            -----              --            -----

Net income (loss)                                             .3%           (5.4)%           (.2)%           (6.7)%
                                                              ===           ======           =====           ======
</TABLE>

Net Sales -  Men's  comparable  store  sales  improved  for  the fourth straight
quarter, with increases over the prior  year  of  19.3%  and  11.2%  during  the
quarter and nine months ended November 2, 1996, respectively.  Total men's sales
increased $6.0 million, or 19.5% during  the  quarter  and $9.1 million, or 9.2%
during the nine months ended November 2, 1996 compared to the  prior year.   The
increased sales were driven primarily by strong suit sales.

Total  sales  for  the  quarter  ended  November 2, 1996 decreased 2.7% to $36.8
million from $37.8 million in 1995 and decreased 12.6% to $107.9 million  during
the nine months from $123.5 million in 1995.  These decreases were  due  to  the
Company's repositioning its merchandising to eliminate the women's  product line
which generated sales of $7.0 million and $24.7 million in the third quarter and
first nine months of fiscal 1995, respectively.

The Company reduced the number of catalogs mailed to prospects in the first  six
months of 1996 compared to the prior year to maximize  catalog  earnings,  which
resulted in a $2.5 million decrease in sales during the  six months ended August
3, 1996.  The Company increased the circulation of catalogs in the third quarter
of 1996 compared to the prior year which resulted in a $1.1  million increase in
men's catalog sales during such period.


                                     - 9 -


<PAGE>



                                                    Jos. A. Bank Clothiers, Inc.
                                                         S.E.C.Form 10-Q 11/2/96

Cost of Goods Sold - Gross  profit  improved  by 4.5  percentage  points for the
third  quarter of 1996 and by 5.7  percentage  points for the nine months  ended
November  2,  1996  compared  to the  same  periods  in  the  prior  year.  This
improvement  was due to the  elimination  of the  women's  product  line and the
improvement of margins in the continuing  men's  business,  particularly  in the
higher margin suit and tie categories. Gross profit also improved as the Company
consolidated  its  in-store  tailoring  operations  into  several  Company-owned
overflow  shops.   The  nine  months  of  1996  operating  income   includes   a
non-recurring  cost of  approximately  $.4  million  relating  to cost  overruns
associated with the manufacturing of formal wear on a contract basis,  which the
Company has discontinued.

General  and  Administrative  Expenses  - General  and  administrative  expenses
increased $.2 million to $3.6 million in the quarter and decreased  $1.2 million
to $11.8  million in the nine months  ended  November 2, 1996  compared to 1995.
Approximately  $.7 million of the decrease for the first nine months was related
to  severance  in the  first  quarter  of 1995  for  terminated  employees.  The
remainder of the  improvement was due primarily to lower  professional  fees and
payroll and related  expenses  which reflects the Company's  continued  focus on
controlling  overhead costs.  These  reductions were partially  offset by higher
employee relocation expenses, particularly in the third quarter of 1996.

Sales and Marketing Expenses - Sales and marketing expense continued to decrease
in the third quarter both in dollars and as a percent of sales  compared to 1995
due  primarily  to a)  more  efficient  retail  store  advertising  expenditures
resulting from a shift in strategy putting a greater emphasis on direct mail, b)
the  elimination of the women's  product line and its related costs,  and c) the
reduction  of the number of catalogs  mailed to  prospects  in the first half of
1996. The third quarter of 1996 operating income includes $.3 million of  income
from a lease settlement.

Interest Expense -  Interest expense  was $.3 million lower in the third quarter
ended November 2, 1996 compared to the same period  in  1995  due  primarily  to
lower inventories.  Interest expense decreased $1.1 million  for the nine months
ended November 2, 1996 as a result of $.6 million interest income  related to an
income  tax  refund  received  from  the  Company's  pre-1986  parent  and lower
inventories.

Income Taxes - The Company has net tax operating  loss  carryforwards  (NOLs) of
approximately  $20 million which expire  through 2011.  The NOLs were  generated
during  periods in which the Company  operated its women's  business  along with
the men's business.  In 1995, the Company  discontinued its women's business  to
focus its efforts on its men's business. Realization of the future  tax benefits
of the NOLs is dependent on the Company's  ability to  generate  taxable  income
within  the  carryforward  period.   Management  has  determined,  based  on the
Company's history of earnings and its  repositioning strategy that was discussed
earlier,  that future  earnings of the  Company  will  more  likely  than not be
sufficient  to  utilize  at  least $16  million  of  the  NOLs  prior  to  their
expiration. Accordingly,  the Company has recorded a deferred tax asset  of $5.7
million  relating  to  the  NOLs.  The  average  minimum taxable income that the
Company would  need  to generate  prior to the  expiration  of the NOLs would be
less than  the average taxable  income  that  the  Company  earned during fiscal
years 1992  through 1994,  as adjusted for unusual  charges. Management believes
that although the prior earnings and current year  repositioning  results  might
justify a higher amount, the $5.7 million represents  a  reasonable  estimate of
the future utilization of the NOLs and will continue to evaluate the  likelihood
of  future  profit  and the  necessity of future adjustments to the deferred tax
asset  valuation  allowance.  No  assurance can be given that sufficient taxable
income will be generated for full utilization of the NOLs.


                                     - 10 -


<PAGE>

                                                    Jos. A. Bank Clothiers, Inc.
                                                         S.E.C.Form 10-Q 11/2/96

Liquidity  and  Capital  Resources  - At  December  2,  1996,  the  Company  had
outstanding borrowings of $15.1 million with $19.7 million of availability under
its Credit Agreement compared to borrowings of $28.9 million and availability of
$5.5 million at February 3, 1996. The Company's availability at December 2, 1996
has increased by $14.7 million  compared to the same time in 1995.  The cash was
generated  principally by a) the lower  inventory  levels,  b) better terms with
vendors,  c) the tax refund from its  pre-1986  parent and d) reduced  letter of
credit requirements from several landlords.  In April, 1996 the Company extended
its Credit  Agreement to April 1999,  which reduced the financial  covenants and
provides for a seasonal over-advance.

The  following  table  summarizes  the  Company's  sources  and uses of funds as
reflected in the condensed consolidated statements of cash flows:

                                                     Nine  Months Ended
                                                   -------------------------
                                                   Nov. 2,          Oct. 28,
                                                     1996             1995
                                                   --------         --------
Cash provided by (used in):
         Operating activities                      $ 7,863          $(8,396)
         Investing activities                          274           (1,773)
         Financing activities                       (8,518)           9,483
                                                    -------           -----
Net (decrease) in cash and cash equivalents        $  (381)         $  (686)
                                                     ======           ======


Cash provided by the  Company's  operating  activities  was due primarily to the
income tax refund received from its pre-1986  parent and lower inventory  levels
in the first nine  months of 1996.  Cash used in  investing  activities  relates
primarily to leasehold improvements in stores and continued consolidation of the
Company's  tailoring  operations,  net of  proceeds  from the sale of one of the
Company's  three  manufacturing   plants.  Cash  used  in  financing  activities
represents  primarily  repayments  of  the  revolving  loan  under  the   Credit
Agreement.

The Company spent $.6 million on capital  expenditures  through November 2, 1996
as it  continues  its program to  reposition  its  existing  store  base,  which
includes opening four new stores in fall 1996 and relocating  three stores.  The
Company also opened two new  franchise  stores in 1996.  The Company  expects to
spend up to $2.1  million in the  fourth  quarter  of 1996 as it  completes  the
opening  of its four new  stores.  The  Company  also  closed  two  unprofitable
full-line stores in 1996, as well as five catalog stores. These stores accounted
for less than 1.6% of sales in 1995.

The Company  believes that its current  liquidity and Credit  Agreement  will be
adequate to maintain its currently  anticipated  working  capital and investment
needs.


                                     - 11 -


<PAGE>

                                                    Jos. A. Bank Clothiers, Inc.
                                                         S.E.C.Form 10-Q 11/2/96

PART 2.  OTHER INFORMATION

Item 1.  Legal Proceedings

The  Company  has  been  named  in  an unfair labor practice charge filed by the
Regional  Joint  Board,  Union of Needletrades, Industrial and Textile Employees
(Baltimore Regional Office, National Labor Relations Board Case No. 5-CA-26484).
An arbitration to consider this matter is scheduled for February 17, 1997.   The
Company denies the charge and intends to vigorously defend its position.

Item 6.  Exhibit

(a)      Exhibit 27 - Financial Data Schedule


                                      -12-


<PAGE>



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.

Dated:  December 6, 1995       Jos. A. Bank Clothiers, Inc.
                               (Registrant)



                               _________________________________________
                               David E. Ullman
                               Executive Vice President, Chief Financial Officer



                               _________________________________________
                               Richard E. Pitts
                               Assistant Vice President





                                      -13-